DATE  FILED:  JULY  17,  2000

                       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,  2000,  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
                       ----------------------------------
             (Exact Name of Registrant as Specified in its Charter)
       DELAWARE                                                   86-0767918
       --------                                                   ----------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation  or Organization)                              Identification No.)

1120  FINCH AVENUE WEST, SUITE 303, NORTH YORK, ONTARIO, CANADA          M5G 1Z8
---------------------------------------------------------------          -------
     (Address  and  Zip  Code of Principal Executive Offices)         (Zip Code)

                                 (800) 822-8757
                                 --------------
              (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
           ----

     Check  whether  the  issuer:  (1) 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  [ ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or  any  amendment  to  this  Form  10-KSB.  [  ]

     Our  revenues  for  fiscal  year  2000:     $44,732


<PAGE>
     As of June 30, 2000, there were issued and outstanding 56,634,651 shares of
our  capital  stock,  consisting of 56,634,651 shares of common stock, par value
$0.001  per  share.   Non-affiliates hold 54,732,651 shares of our common stock.
The  aggregate  market  value  of  the  shares  of  our  common  stock  held  by
non-affiliates  at  such  date was $9,578,214 (calculated on the basis of $0.175
per share which was the average of the high bid and low asked quotations for our
common  stock  on  the  OTC  Bulletin  Board  on  June  30,  2000).

Transitional  Small  Business  Disclosure  Format:  Yes  [ ]  No  [x]

                       DOCUMENTS INCORPORATED BY REFERENCE

     The  following  documents  are  incorporated by reference.  We identify the
part  of  this  Form  10-KSB  into  which  the  document  is  incorporated.

     Exhibits 2.1, 2.2, 3.1, 3.2, 4.1, 9.1, 9.2, 10.2, 10.3, 10.10, 10.11, 10.18
and  10.19  to  our  Registration  Statement  on  Form  S-1  (No.  33-99686)  is
incorporated  by  reference  in  Part  III.

     Exhibit 10.30 to our Annual Report on Form 10-K dated March 31, 1996 (filed
July  15,  1996)  is  incorporated  by  reference  in  Part  III.

     Exhibits  10.36 and 10.37 to our Annual Report on Form 10-K dated March 31,
1997  (filed  July  3,  1997)  is  incorporated  by  reference  in  Part  III.

     Exhibits  10.38 and 10.39 to our Annual Report on Form 10-K dated March 31,
1998  (filed  November  4,  1998)  is  incorporated  by  reference  in Part III.

     Exhibits  10.41,  10.42  and  10.43 to our Annual Report on Form 10-K dated
March 31, 1999 (filed August 17, 1999) is incorporated by reference in Part III.

     Exhibits  10.44  and  10.45  to our Amended Quarterly Report on Form 10-QSB
dated  September  30, 1999 (filed January 11, 2000) is incorporated by reference
in  Part  III.

     Exhibits  10.47,  10.48,  10.49, 10.50, 10.51 and 10.52 to our Registrant's
Registration  Statement  on  Form  S-8  concerning the 1994 Amended and Restated
Stock  Option  Plan  (filed March 28, 2000) is incorporated by reference in Part
III.

     Exhibit  10.53  to  our  Registrant's  Registration  Statement  on Form S-8
concerning  the  2000  Stock Wage and Fee Payment Plan (filed March 28, 2000) is
incorporated  by  reference  in  Part  III.

     Exhibit  10.46 to our Registration Statement on Form SB-2/A (filed July 10,
2000)  is  incorporated  by  reference  in  Part  III.


                                       ii
<PAGE>
                                TABLE OF CONTENTS

PART  I
-------

1.     Business                                                                1
2.     Description  of  Property                                               7
3.     Legal  Proceedings                                                      8
4.     Submission  of  Matters  to  a  Vote  of  Security  Holders             8

PART  II
--------

5.     Market  for  Common  Equity  and  Related  Stockholder  Matters         8
6.     Management's  Discussion  and  Analysis                                 9
7.     Financial  Statements                                                  14
8.     Changes  in  and  Disagreements  With Accountants on Accounting
       And  Financial  Disclosure                                             14

PART  III
---------

9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons;
       Compliance  with  Section  16(a)  of  the  Exchange  Act               15
10.    Executive  Compensation                                                17
11.    Security  Ownership  of  Certain Beneficial Owners and Management      20
12.    Certain  Relationships  and  Related  Transactions                     22
13.    Exhibits,  List  and  Reports  on  Form  8-K                           22


SIGNATURES                                                                    27
----------

FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA                              F-1
-----------------------------------------------


                                       iii
<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

CORPORATE  HISTORY

     We  develop,  market,  sell  and  operate  a  personal property marking and
monitoring system.  Our technology utilizes advanced bar code and laser scanning
technology  that  interfaces  with  a  computer database and scanning network to
create  an  identification  system.  Our  website is located at www.tracker.com.

     Our  current  business began in July 1994 through a reorganization in which
we acquired all of the issued and outstanding voting shares of Tracker Canada in
exchange  for approximately 90% of our total voting shares as of that date.  Our
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, we
changed  our  fiscal  year-end  from  December  31  to  March  31.

BACKGROUND

     Tracker  Canada,  which  originated  our  line  of  personal  property
identification  systems,  was incorporated in May 1993 and, until February 1998,
was  our  operating  subsidiary.  Tracker  Canada  supported  the  development,
marketing  and  sale  of our products and services.  Its functions also included
personnel  recruitment  and  management,  advanced  bar  code and laser scanning
technology  research  and  development,  proprietary  software  development, key
supplier  relationships,  and  business  and  marketing  planning.

     Until  1995,  the operations of Tracker Canada generated our only source of
revenue.  During  the  fiscal  year ended March 31, 1996, we 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 our now discontinued credit card
registration  service.

     FTC  LAWSUIT;  BOARD  OF  DIRECTORS  AND  OFFICER  RESIGNATIONS

     In  September 1997, the Federal Trade Commission filed a lawsuit against us
in  Georgia alleging our credit card registration service had violated Section 5
of  the  Federal  Trade Commission Act and the FTC Trade Regulator Telemarketing
Sales  Rule.  The FTC obtained a temporary restraining order halting the further
sale of credit card registration services and an injunction freezing our assets.
Upon completing an internal investigation, we elected to discontinue credit card
registration  service  operations.

     Following  commencement  of  the  lawsuit,  four members of our five-member
board  of  directors,  including  all  non-employee, outside directors, tendered
their  resignations.  Subsequently,  our  Chief Financial Officer resigned as an
executive  officer,  leaving Bruce I. Lewis, the Chief Executive Officer, as our
sole  director  and  executive  officer.


<PAGE>
     We  settled  the FTC lawsuit on July 28, 1998.  The settlement, among other
things,  permanently  barred  Mr.  Lewis  and  us  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 our financial condition and that of Tracker Canada.  On
January  27,  1998,  Tracker  Canada  declared itself insolvent and a trustee in
bankruptcy  was  appointed to liquidate its assets.  The trustee sold the assets
of  Tracker  Canada  in  February  1998.

     GLOBAL  TRACKER

     On  February 10, 1998, Global Tracker acquired substantially all of Tracker
Canada's  assets in an arm's length transaction from the bankruptcy trustee.  On
July  30,  1998, we entered into a license agreement with Global Tracker.  Under
the  agreement,  we  have 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.

THE  PRODUCT

     Our  technology  consists  of  an  identification  device  and a relational
database  that,  depending on how it is applied, works in tandem with a scanning
network  and  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 may be
attached  to  an  article  by  adhesive,  thermal transfer or laser etching onto
metal,  plastic  or  nylon textile.  It contains a specially encoded insignia in
advanced  two-dimensional  redundant  bar  code form, otherwise known as 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 our laser scanners to
read  the  label  and  communicate  the  information  to  our  database.

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

     The  relational  database  is a depository we maintain to index correlating
identification  information  and other data entries to codes identified with the
corresponding  identification  device.  Although  we make 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  our credibility and could materially adversely affect our
business,  operating  results  and  financial  condition.


                                        2
<PAGE>
     Scanning  Network
     -----------------

     We  have  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 our relational database.
Scanners  are  also  utilized  with  our  inventory control and asset management
systems.

     Recovery  System
     ----------------

     After  the  scanner  reads the identification device, it transfers the data
via  modem  to  our  central  database.  We  can then notify a user of an item's
location  and  arrange  for its retrieval.  As of March 31, 2000, utilization of
our  technology  has  resulted  in over 1200 successful recoveries.  While these
recoveries  demonstrate  the effectiveness of the system, to date the system has
not  generated  sufficient  sales  volume.

STRATEGIC  FOCUS

     Prior  to  Tracker  Canada's  bankruptcy,  our  marketing  efforts  focused
primarily  on  the  consumer  market  for  personal  property identification and
recovery.  Although  we believe the system has significant commercial potential,
the  marketing efforts undertaken to date have been met with only limited market
acceptance.  We presently do not have any current sources of income.  Initially,
we  developed  a  personal  property  security  kit  that included 24 possession
labels,  eight clothing labels and 10 assorted shoe, key, luggage, and pet tags.
We  packaged  the initial purchase as a membership service term and marketed the
system  indirectly  as  a  value-added  service  offered  by  third  parties.

     PRESENT  OPERATIONS

     While management conceived other potential applications for our technology,
past  experience  and  present  financial  circumstances dictate a more narrowly
focused strategy.  Consequently, we recently altered our business plan to divide
our  operations  into  two  sectors: personal property registration and business
asset  management.

     Personal  Property  Registration
     --------------------------------

     We  still  believe  that  our  technology  provides an efficient method for
tracking  inventory  and accessing related information.  Presently, this type of
central  registration/identification  system  is  mainly  done  through  local
initiatives  and  no national or regional industry leader exists to date.  Given
our  failure to effectively market our products and services to date, there is a
risk  that  a competitor could enter the market and capture a substantial market
share  to  our  detriment.


                                        3
<PAGE>
     In May 1997, we entered into an agreement with Schwinn Cycling & Fitness, a
United  States  manufacturer  of  quality bicycles and accessories.  In February
2000,  Schwinn  placed  an  additional  order  for  27,000  Tracker labels to be
combined  with  bicycle  locks  Schwinn manufactures in Taiwan.  Furthermore, in
June  2000  we  continued  discussions  with  Schwinn  on  an OEM application of
identifying  bicycle  ownership in addition to continuing label sales in bicycle
accessory  packs.

      Business  Asset  Management
      ---------------------------

     We  also  believe our products and services can provide an efficient method
for tracking and managing fixed assets.  Manufacturers can use our technology by
laser  etching  or otherwise applying a serial number containing specially coded
insignia  directly  onto  or  into  products  during  the manufacturing process.
Possible  applications  for this service include computer chips, bicycles, power
tools,  electronic equipment, cameras and auto parts.  We believe that the coded
insignia adds value to a product by increasing the likelihood of recovery in the
event of loss or theft.  We anticipate the manufacturers will absorb the cost of
laser  etching.  However,  we  currently  do  not  have  a  contract  with  any
manufacturer  to  laser  etch  or otherwise apply coded insignia at the point of
manufacture.

     We  believe  our  products  and  services  can  assist  consumer  products
manufacturers  combat  long-term  warranty  fraud.  This  can  be  done  through
identifying  the  proper  owner of the product warranty and then refuse to honor
claims to which no obligation exists.  The business asset management industry is
relatively  new  and  contains  hundreds of competitors.  Because there is a low
cost of entry and basically no market barriers, software providers could achieve
significant  market  share  through  a  predatory  pricing  strategy.

     We recently installed a customized asset tracking management application at
Sony Computer Entertainment America.  As Sony is an alpha and beta site for this
new product, we are continuing to develop the additional functionality that Sony
requires.  When  completed  and  approved  by  Sony,  it  will  be  designed and
incorporated  into  our  new  asset  management  system scheduled for release in
August 2000.  We plan to present the system to public and private sector clients
as  a  portable  solution for asset movement and individual accountability.  The
asset  management  system  comprises  of  three  components:

     (1)  a  desktop  multiple  document  interface  application;
     (2)  a  portable  data  collection  and  audit  application;  and
     (3)  a  communication  utility that allows for the exchange of data between
          the desktop  and  portable  device

     We  incurred  approximately  $150,000  in  costs  to date.  These costs are
associated  with  the writing of functional specifications for the applications,
the  development  of desktop applications by third party software developers and
the installation and subsequent updates at our alpha and beta site.  We estimate
the release of the system for sale to the public can provide significant revenue
over  the  next  three  years.

     MARKETING  AND  DISTRIBUTION


                                        4
<PAGE>
     Our  long-term  strategy  is to introduce applications of our technology in
select  market  niches  and  establish  the  system  as  a  dominant brand name.
Currently,  we  are  considering an international pet registry lost and found, a
cellular  phone  registry  lost  and  found,  a  key  return  service and a bike
registration  program.

     We  hope to establish credibility and confidence in the marketplace through
affiliations,  alliances,  sponsorships,  and  promotional  programs  with  well
recognized,  stable  and  reputable  organizations.  We  are  also marketing our
products  and  services  to  police departments who have a need to inventory and
warehouse  lost  and  stolen  bicycles.  On  March  22,  2000, we entered into a
five-year  license  agreement  with  the  Florida  Police  Chiefs  Foundation to
collaborate  on  a  statewide  Operation  Bicycle  Identification Program.  This
agreement  will  link  our  products  and  services  to  local  and regional law
enforcement  agencies and is fundamental to the distribution of our products and
services.

     Should  the  pilot program prove successful, we plan to expand this program
to other states and then establish a national program.  We are also beginning to
establish promotional programs with manufacturers of consumer specialty products
that have a high potential for loss.  We intend to approach affinity groups such
as charities and police benevolent societies to market our labels as promotional
incentives.  Finally,  we  are exploring the feasibility of the establishment of
an  international  pet  registry marketed through veterinarians, animal shelters
and  humane  societies.

     We  presently have no material backlog of orders.  We have granted, and may
grant  in  the  future,  commissions  and  other payments in connection with the
distribution  of  our  products.

INTERNATIONAL  OPERATIONS

     We  presently  maintain  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.  These factors may have a material impact
on our ability to market products and services on an international basis.  We do
not  engage  in  any hedging contracts because we receive a majority of our cash
flow  in  United  States  dollars.

KEY  SUPPLIERS

     Our ability to market and sell our products and services depends in part on
our  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,  we  cannot  assure  that
equipment,  supplies  or  services  will  be  available  when needed or on terms
favorable  to  us.  Any  such  unavailability of equipment, supplies or services
could  prevent  or  delay  the  development,  marketing,  sale,  operation  and
effectiveness  of  our  products.


                                        5
<PAGE>
     We  procure  scanning equipment from Symbol Technologies.  Symbol's PDF 417
is  an  advanced two-dimensional, stacked symbology.  In 1992, Symbol introduced
the  PDF  1000  laser  scanner.  This  is  the  first  laser  scanner  to  read
two-dimensional  bar  code.  The  PDF 1000 laser scanner is 30 times faster than
conventional scanners.  It also decodes in a specialized pattern across and down
the PDF 417 symbol and reads both two-dimensional and one-dimensional bar codes.
It  is able to read poorly printed or damaged codes that have been defaced up to
60%.  On  May 18, 1999, we entered into an agreement with Symbol whereby we were
granted the exclusive right to use Symbol's PDF 1000 laser scanners for personal
property  identification  and recovery purposes in Canada, the United States and
Europe.  This  contract  is  subject to a minimum annual purchase requirement of
5000  laser scanner units having a purchase price effect of at least ten million
dollars  ($10,000,000).  We  are  not meeting this requirement.  As such, Symbol
can  terminate  the  contract  if it so chooses.  Nevertheless, we are currently
working  with  Symbol  on  the  design  and  development  of  a  custom  mobile
registration  application  using  two-dimensional  barcodes  as  well  as mobile
enhancements  to  our  current  asset  management system.  Symbol is compiling a
functional specification on applications identified from our initiated research.

COMPETITION

     We have a large number of competitors with substantially greater financial,
technical, marketing, and management resources.  The alternative methods used by
our  competitors  presently include: (1) tracking by serial number; (2) tracking
by  the  owner's  imprinted  name  and  address;  and  (3) conventional forms of
insurance  that  reimburse  consumers  for  lost items.  As a result, demand and
market  acceptance  for our products and services are subject to a high level of
uncertainty.  We currently have limited financial, personnel and other resources
to  undertake  the  extensive  activities  necessary  to  produce and market our
products  and  services.  We  cannot assure that we will be able to successfully
compete  with  existing  or  new  competitors.

INTELLECTUAL  PROPERTY  PROTECTION  AND  INFRINGEMENT

     We  rely  on  a  combination  of applicable patent laws, trade secret laws,
nondisclosure  and  other  contractual  agreements,  and  technical  measures to
protect  the  confidential information, know-how and proprietary rights relating
to  our personal property identification and recovery system.   In addition, our
international  patent  application pursuant to the Patent Cooperation Treaty for
our  personal property identification and recovery system was recently approved.
However,  these  protections  may  not  preclude  competitors  from developing a
personal  property  identification  and recovery system that is competitive with
our  system.  We  do  not  believe  that our products and other confidential and
proprietary  rights  infringe  upon  the  proprietary  rights  of third parties.
However, we cannot assure that third parties will not assert infringement claims
against  us  in  the  future.  The  successful  assertion  of  such claims could
materially  adversely  affect  our  business,  operating  results  and financial
condition.

     We  have no registered trademarks or service marks.  Furthermore, we do not
have  any  active  trademark  or service mark applications pending with the U.S.
Patent  and  Trademark  Office  or  with  other  regulatory  authorities.

EMPLOYEES

     As  of March 31, 2000 through contractual arrangements with Global Tracker,
we  employ  a  total  of  14  persons,  including  two  in  management,  two  in
administration  and  accounting,  five  in  operations, including two part-time,
three  in  sales  and  marketing and two in information systems, one of which is
part-time.  Our  future  success  will  depend  in  large part on our ability to
attract,  train  and  retain  highly  skilled  and  qualified  personnel.


                                        6
<PAGE>
     None  of  our  employees  are  represented  by  a  labor  union.  We  have
experienced  no  work  stoppages,  and we believe that the relationship with our
employees  is  excellent.

GOVERNMENTAL  REGULATIONS

     We  are  not  subject  to  any  governmental  regulations  other than those
applicable  to  businesses  generally.  Although we believe we are in compliance
with  all  currently  applicable  regulations,  additional  regulations could be
enacted  in  the  future  that  could  materially adversely affect our business,
operating  results  and  financial  condition.  We are not currently affected or
bear  any  costs  associated  with  federal,  state or local environmental laws.

REPORTS  TO  SECURITY  HOLDERS

     We  have  filed  with the SEC a registration statement under the Securities
Exchange  Act  of  1933  with  respect  to  the securities offered herein.  This
prospectus does not contain all of the information set forth in the registration
statement,  certain  parts of which are omitted in accordance with the rules and
regulations of the SEC.  We will provide at no charge to any person upon written
or  oral request a copy of any such information.  Requests should be directed to
Bruce  I.  Lewis,  1120 Finch Avenue West, Suite 303, North York, Ontario Canada
M3J  3H7.

     We  are  required to file reports with the SEC.  These reports include: (1)
an  annual  report  on  Form  10-K containing financial information examined and
reported upon by our certified public accountants; (2) quarterly reports on Form
10-Q  containing  unaudited  financial  statements  for  each of the first three
quarters  of  the  fiscal  year;  and  (3)  additional  information  on Form 8-K
concerning  our  business  and  operations  deemed  appropriate  by our board of
directors

     You  may  read  and copy any materials we file with the SEC by visiting the
public  reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549
or  by  calling  the  Commission  at 1-800-SEC-0330.  Since we are an electronic
filer,  you  may  also  receive  information about us through the SEC's internet
website  that  contains  reports,  proxy  and  information statements, and other
information  at  http://www.sec.gov.
                 ------------------


ITEM  2.     DESCRIPTION  OF  PROPERTY.

     We  currently  occupy  approximately  3,700  square feet of office premises
leased  by  Global  Tracker for us on a month-to-month basis at a rate of $3,800
per  month.  Under the sublease, we may withhold rent payments to Global Tracker
for  the  lesser  of  up  to  six consecutive months or such earlier date as the
parties may terminate the sublease.  Lease payments due and unpaid accrue at the
rate of 10% per annum.  We do not anticipate any difficulty in securing adequate
new  space in the event Global Tracker terminates the sublease.  We believe that
suitable  additional  space  will  be available as needed if future expansion is
required.


                                        7
<PAGE>
ITEM  3.     LEGAL  PROCEEDINGS.

     We  are  not  a  party  to any material litigation and are not aware of any
pending  or  threatened  litigation  that  could materially adversely affect our
business,  operating  results  or  financial  condition.


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

     During  the  fourth quarter of the fiscal year ended March 31, 2000, we did
not  submit  any  matter  to  a  vote  of  the  security  holders.


                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

      Our  common  stock  is  traded  in  the over-the-counter market on the OTC
Bulletin  Board  under  the symbol "TRKR."  Quotations for our common stock were
first  listed  on  May  5,  1993.  The  market  for  our  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 our true value.  As a
result,  you  may  find  it  difficult  to  dispose  of,  or  to obtain accurate
quotations  as  to  the  value  of, the common stock.  We cannot assure that the
over-the-counter  market  for  our  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  otherwise.

     The following table sets forth, for the periods indicated, the high and low
bid quotations for our common stock as reported by the National Quotation Bureau
or Bloomberg.  These quotations reflect inter-dealer prices, without adjustments
for  retail  markups,  markdowns  or  commissions,  and  do not represent actual
transactions.

<TABLE>
<CAPTION>
QUARTER ENDED        High      Low
------------------  -------  -------
<S>                 <C>      <C>
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
September 30, 1999  $0.40    $0.18
December 31, 1999   $0.210   $0.1025
March 31, 2000      $0.875   $0.1025
</TABLE>


                                        8
<PAGE>
     On  March 31, 2000, the high and low bid quotations for our common stock on
the  OTC Bulletin Board were $0.46875 and $0.3850, respectively.  As of June 30,
2000,  there  were  56,64,651shares  of  common  stock  outstanding  held  by
approximately  364  holders  of  record,  including  broker-dealers and clearing
corporations  holding  common  shares  on  behalf  of  their  customers.

     We have never paid any cash dividends on our common stock and do 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  our  business.


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS.

GENERAL

     We  have  been  in  the  development  stage  since formation.  We primarily
market,  sell and operate a personal property marking and monitoring system. Our
system  utilizes  advanced  bar  code and laser scanning technology to create an
identification  device  that  interfaces  with  a computer database and scanning
network.  We  also  sell,  install  and  support  corporate  asset  tracking and
management  software.

     We have not generated any significant revenue since we cancelled our credit
card  registration  program  in September 1997.  Our ability to generate revenue
from operations and achieve profitability is largely dependent on the successful
commercialization  of our products and services.  This has not happened to date.
In order to achieve success, we will require significant additional financing to
penetrate  new markets for our products and services.  For these reasons, in its
most  recent report our independent auditor has expressed substantial doubt that
we  can  continue  as  a  going  concern.

     We  believe  the  societal  trend towards using the internet for purchasing
goods  and  services will have a positive effect on our future financial results
through enhanced sales and a reduction in costs.  In April 2000, we upgraded our
website  to  enable  e-commerce  applications  for  the sale of our products and
services.  The  website  enables existing customers to upgrade our applications.
We  hope to reduce costs through the introduction of web-based activation of our
tags and labels by end users and resellers.  Currently, the tags and labels must
be  activated  by  either  mail  or  telephone.

     We  are presently focusing our resources on the development of our products
and services rather than sales.  During the past two fiscal years ended we spent
$3,325,683  on  development  costs.  The associated costs may have a detrimental
effect  on our short-term financial results and cash flow.  However, these costs
are  necessary  to  our  becoming  commercially  viable.


                                        9
<PAGE>
     Given  our  focus  on  development  rather than sales, we have no source of
current  income.  Although  our  agreements  with  Schwinn  and  Sony  may prove
fruitful  in  the  future, we are not currently generating any income from them.
Similarly,  we  are  not  generating  any income from the bicycle identification
program.  Furthermore,  our future success is largely dependent on the retention
of  Symbol Technologies as our supplier of portable bar-code scanning equipment.
Because  we  have not satisfied Symbol's minimum annual purchase requirements to
date,  we  cannot  guarantee  Symbol will support our sales effort in accordance
with  our  agreement.  The  termination  of  the  Symbol contract would directly
affect  our  general  viability  as  a  going  concern.

OVERVIEW

TREATMENT  OF  DISCONTINUED  OPERATIONS

     Our  profit  and loss from discontinued operations appears as a single line
item in our statement of operations as required by generally accepted accounting
principals.   The balance of deferred revenue and expenses from our discontinued
operations  appearing on our balance sheet will be written off over the next two
years  and  will  continue  to  appear as a single line item on our statement of
operations.  Consequently,  the  only  future  impact  of  activities related to
discontinued operations will be the recognition of deferred revenue and deferred
charges.  Their  impact  on our overall financial performance is not material to
our  present and future financial performance.  As such, we limit our discussion
in  this  section  to  only  continuing  operations.

REVENUES

     Since  the  discontinuation  of  the  credit  card  registration program in
September  1997  our  only source of revenue has been from our personal property
registration  program  and our nascent business information systems program.  We
have  generated  minimal  sales  to date.  The revenue reported on our financial
statements is mainly derived from the sale of our personal property registration
kits  through  a  variety  of  retail  outlets  and corporate affinity programs.

COST  OF  SALES

     The  costs  of  sales  primarily  consists  of  costs  associated  with the
construction  and  packaging  of  the  personal  property  registration  kits.

OPERATIONAL

     Operational  costs  contain  wages paid to staff employees to maintain call
centers  servicing  our current customer base.  This includes subscribers to our
personal  property  registration  kit  as  well  as  residual  clients  from our
discontinued  credit  card  registration  program.

INFORMATION  SYSTEMS

     The  costs  associated  with  information  systems  primarily relate to our
efforts  to  maintain  and  update  our  operational  systems  to  be  year 2000
compliant.


                                       10
<PAGE>
SALES  AND  MARKETING

     We sell our personal property registration kit primarily through our direct
sales forces.  Selling and marketing expenses consist mostly of personnel costs,
travel  and promotional events such as trade shows, advertising, market research
and  public  relations  programs.

GENERAL  AND  ADMINISTRATIVE

     General  and  administrative expenses include executive compensation, legal
and accounting fees and administrative costs associated with our facilities such
as  rent,  office  supplies,  telephone  expenses  and  corporate  travel.

RESULTS  OF  OPERATIONS

FISCAL  YEAR  ENDED  MARCH 31, 2000 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1999

     REVENUES.  Revenues  from our personal property registration kits decreased
by 65% to $44,732 for the year ended March 31, 2000 compared to $126,875 for the
year  ended  March  31, 1999.  The decrease in revenues was primarily due to our
shift  in  emphasis  from sales to the development of new products and services.
We  expect  revenues  for  fiscal year end March 31, 2001 to increase due to our
roll  out  of  new  products  and  services  to  the  public.

     COSTS  OF  SALES.  Costs  of sales decreased by 347% to $7,156 for the year
ended  March  31,  2000  compared  to $71,630 for the year ended March 31, 1999.
This  decrease  is  commensurate  with  the decrease in revenues between the two
years  from the sale of personal property registration kits.  We expect costs of
sales  to  increase  in  accordance with the expected improvement in revenue for
fiscal  year  end  March  31,  2001.

     OPERATIONAL.  Operational  costs  decreased by 18% to $264,615 for the year
ended  March  31,  2000  compared to $323,560 for the year ended March 31, 1999.
This  decrease  reflects  an  overhaul  of  the old corporate structure with the
discontinuance  of  the  CPS  division  and subsequent refocus of our efforts to
build  a  new  infrastructure  to  support  our  development and roll out of new
products  and services.  We do not expect this trend to continue for fiscal year
end  March  31,  2001.

     INFORMATION  SYSTEMS.  Informational  systems  costs  increased  by 247% to
$156,633  for  the  year  ended  March 31, 2000 compared to $45,181 for the year
ended  March  31,  1999.  This increase primarily resulted from the necessity to
have  our  computer  systems  year  2000  compliant.  We  expect  these costs to
increase  for  fiscal  year  end  March  31,  2001  due  to  our  hiring a chief
information  officer  to  explore  and  develop  e-commerce applications for our
products  and  services.

     SALES  AND  MARKETING.  Sales  and  marketing expenses increased by 210% to
$392,239  for  the  year  ended March 31, 2000 compared to $126,601 for the year
ended  March  31,  1999.  This increase in sales and marketing expenses reflects
the  increase  in  costs associated with the development of new marketing ideas.
Until  we  find  a  significant  market  niche for our products and services, we
expect  these  expenses  to  grow for fiscal year end March 31, 2001 if our cash
flow  allows  it.


                                       11
<PAGE>
     GENERAL  AND ADMINISTRATIVE.  General and administrative expenses increased
by  23% to $1,113,207 for the year ended March 31, 2000 compared to $903,646 for
the  year  ended  March  31,  1999.  The  increase in general and administrative
expenses  primarily  resulted  from  the necessity to build an infrastructure to
support  our development of new products and services.  These costs are expected
to  slightly increase for fiscal year end March 31, 2001 as we continue to build
infrastructure  to  support  new  sales  initiatives.

LIQUIDITY  AND  CAPITAL  RESOURCES

     From our inception, we have primarily financed our operations through funds
generated  from  the  sale  of  capital stock, notes and debentures.  Our losses
since  inception  total  approximately  $19,564,979 as of March 31, 2000.  Since
August  1999,  we  have  received  approximately  $1,400,000  in venture capital
funding  from  off  shore  investors  through the issuance of convertible bridge
financing  notes and associated warrants.  We have used these funds primarily to
fund  the  development of our new products and services.  We plan to immediately
convert  these  notes  into common stock upon the registration of the underlying
common  stock  to  the  notes  and  warrants.  Thereafter,  we may call, and the
security  holders  may  exercise, the outstanding warrants.  We estimate that we
could  receive  up  to  an  additional  $1,500,000  through  the exercise of the
warrants  over  the  next  twelve  months.

     As  of March 31, 2000, we are in default under the terms of our convertible
debentures  in the principal amount of $475,790 plus accrued interest at 15% per
annum.  Under  the  default,  the  debenture holders have the same rights as any
unsecured  creditor.  Based on preliminary negotiations, we believe that some of
the  debenture  holders  are still inclined to convert the outstanding debt into
common stock.  We estimate the balance will be retired over the next twenty-four
months  through  either  conversion  or  future  income  streams.  Our financial
statements  presently  account  for the fact that the debenture holders will not
convert  the outstanding debt.  Consequently, if they do decide to convert their
debt  into  common  stock,  our  liquidity  will  improve.

     We  are in default under a three-year real property lease that commenced on
May 15, 1997.  The lease requires an annual payment of $41,772.  We negotiated a
final  settlement  in  the  amount  of  $10,000, which currently remains unpaid.

     Our  operating  activities  have  used  cash in each of the last two fiscal
years.  Cash  used  in  operating activities totaled $1,899,790 and $795,745 for
the  years  ended  March 31, 2000 and 1999, respectively. This resulted from net
losses  of  $1,811,943 and $751,754 for the years ended March 31, 2000 and 1999,
respectively.

     Cash  from  investing  activities  was $12,637 and $NIL for the years ended
March  31,  2000 and 1999, respectively.  The cash from investing activities for
this  period  realized  through the partial repayment of a loan to shareholders.


                                       12
<PAGE>
     Cash  provided  by financing activities amounted to $2,384,902 and $795,745
for the year ended March 31, 2000 and 1999, respectively.  During the year ended
March  31,  2000,  we  received  $694,902  from  the  sale  of  common stock and
$1,700,000  from  the  issuance  of convertible bridge financing notes.  We also
repaid  $10,000  of  debentures and convertible subordinated debentures.  During
the  year  ended  March  31,  1999, we received $795,745 from the sale of common
stock.

     Our  current  cash  projections indicate that our short-term annual funding
requirements  will be approximately $1.5 million for the next twelve months.  We
anticipate  that  future  cash sales and equity or debt financing will cover our
long-term  cash needs, but this might not occur.  No assurance can be given that
the  necessary  funding  will  be  available  to  us  when needed, in sufficient
amounts,  on  acceptable  terms,  or  at all.  Any failure to receive sufficient
funding  could  affect  our  ability  to  continue  as  a  going  concern.

INFLATION;  SEASONABLITY

     While  inflation  has not had a material impact on operating results and we
do  not  expect  inflation  to  have  a material impact on operating results, we
cannot assure that our business will not be affected by inflation in the future.
While  our  business to date has not been seasonal and we do not expect that our
business  will be seasonal in the future, we cannot assure that our business, on
a  consolidated  basis,  will  not  be  seasonal  in  the  future.

YEAR  2000  COMPLIANCE

     We  use  various  packaged  software  applications  as tools in running our
accounting  operations,  database management and general business functions.  We
use  certain  proprietary  software  programs as tools to run our technology and
have  assessed  the impact of year 2000 issues on all software and hardware.  We
determined  that  all existing hardware equipment is year 2000 compliant, except
for  certain  equipment  that  we plan to retire. We implemented software vender
upgrades  and  modifications  to ensure that our accounting operations, database
management  and  general  business systems remain functional with the year 2000.
Our  proprietary  software  programs  were  developed  on  year  2000  compliant
platforms  and  we  are  not  dependent  on  computer systems of any significant
customers,  vendors  or  other  third  parties in the course of normal business.

     We  did  not  experience  any  disruptions  due  to  year  2000  problems.

NEW  ACCOUNTING  PRONOUNCEMENTS

     In  April  1998,  the  American  Institute  of Certified Public Accountants
issued  Statement  of  Position  98-5,  Reporting  on  the  Costs  of  Start-Up
Activities. This requires costs of start-up activities and organization costs to
be  expensed  as incurred. Adoption is not expected to have a material effect on
our  consolidated  financial  statements.


                                       13
<PAGE>
     In  June  1998,  the  FASB  issued  SFAS  No. 133 Accounting for Derivative
Instruments and Hedging Activities. This is effective for fiscal years beginning
after  June 15, 1999 and requires that all derivative instruments be recorded on
the  balance sheet at their fair value. Changes in the fair value of derivatives
are  recorded  each  period  in  current earnings or other comprehensive income.
This  depends on whether a derivative is designed as part of a hedge transaction
and,  if it is, the type of hedge transaction. We do not expect this standard to
have  a material impact on our consolidated financial statements since we do not
currently  hold  any  derivative  instruments.


ITEM  7.     FINANCIAL  STATEMENTS.

     Our  consolidated  financial  statements for the years ended March 31, 2000
and  March  31,  1999  are  included  beginning  at  page  F-1.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE.

     On  June  15,  1998,  PricewaterhouseCoopers  LLP,  our  then-independent
accountant,  declined to stand for re-election as our independent accountant for
the  fiscal  year  ended  March  31,  1998.  During  the  previous  year,
PricewaterhouseCoopers  LLP  did not issue on our behalf any financial statement
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 our 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, we retained Hirsch Silberstein & Subelsky, P.C. as our
independent  accountants  to  audit  our financial statements as of, and for the
years  ended,  March  31,  1998  and  March  31,  1999.

     On  August 27, 1999, our Board of Directors decided to retain the certified
public  accounting  firm  of  J.  L.  Stephan  Co.,  P.C.  to  replace  Hirsch
Silberstein  &  Subelsky,  P.C.  as  our  independent  accountants.  Hirsch
Silberstein  &  Subelsky,  P.C.  has  discontinued its audit practice concerning
compliance with the regulations of the SEC.  We had no disagreements with Hirsch
Silberstein  &  Subelsky,  P.C.  on  any  matter  of  accounting  principles  or
practices,  financial  statement  disclosure,  or  auditing  scope or procedure.


                                       14
<PAGE>
                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

      The  following  table  sets  forth certain information with respect to our
executive  officers  and  directors  as  of  March  31,  2000:

NAME                     AGE                   POSITION
--------------------------------------------------------------------------------

Bruce I. Lewis            59  Chief Executive Officer and Chairman of the
                              Board of Directors

Jay S. Stulberg           50  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

________________________

     BRUCE  I.  LEWIS  has been our Chairman of the Board of Directors and Chief
Executive Officer since June 30, 1994, and our President from August 12, 1995 to
December  22,  1998.  His  term  on  our  Board of Directors expires at the 2000
annual  meeting of stockholders.  For the period from 1980 through May 1990, Mr.
Lewis  was President and a director of Albert Berg Limited and its subsidiaries.
Its  creditors  petitioned  Albert  Berg into bankruptcy 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 our President, Chief Operating Officer and Chief
Financial Officer, and a director, 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 of Enershare Technology Corp.  From 1994 to mid-1996,
Mr.  Stulberg  served  as  the  Group  Controller  of  Algorithmics,  Inc.


                                       15
<PAGE>
     H.  JOSEPH GREENBERG has been a Director since December 22, 1998 for a term
expiring  at the 2002 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 since December 22, 1998 for a term
expiring  at  the 2000 annual meeting of stockholders.  IBM Corporation employed
Mr.  Corcoran 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  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

     Our  certificate  of  incorporation  and  bylaws  provide that the board of
directors  be divided into three classes of directors, with the classes to be as
nearly  equal  in number as possible.   Currently, those provisions mandate that
approximately  one-third  of the directors will continue to serve until the 2000
annual  meeting of stockholders, one-third will continue to serve until the 2001
annual  meeting  and  one-third  will  continue  to  serve until the 2002 annual
meeting.  This  classification of the board of directors makes 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.

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     The  board  of  directors  currently  has  four  committees:

The  Executive  Committee  comprises  of  Messrs.  Lewis  and  Stulberg  and  is
responsible  for:
        -  supervising  our  day-to-day  operations
        -  strategic  planning
        -  recruiting  outside  directors.


                                       16
<PAGE>
The  Audit Committee comprises of Messrs. Butler and Stulberg and is responsible
for:
        -  reviewing and recommending the engagement of our independent auditors
        -  consulting  with the independent auditors on the adequacy of internal
           controls
        -  reviewing  the  auditors'  reports  on  our  financial  statements

The  Ethics  Committee  comprises  of  Mr.  Corcoran  and  Dr.  Greenberg and is
responsible  for:
        -  reviewing  corporate  policies  and  procedures
        -  insuring  the  dissemination  of  material  information  to  all  key
           managers

The  Compensation  Committee  comprises  of  Messrs.  Butler and Corcoran and is
responsible  for:
        -  determining  the  compensation  of  our  senior  officers
        -  reviewing  recommendations  by  management  as to the compensation of
           other officers  and  key  personnel
        -  reviewing  management's  succession  program
        -  administer  the  stock  incentive  plan


SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

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


ITEM  10.     EXECUTIVE  COMPENSATION.

COMPENSATION  OF  NAMED  EXECUTIVE  OFFICERS

     The  following  table  provides  certain  information  concerning  the
compensation  earned  by  our  Chief  Executive Officer and other then-executive
officers  who  received compensation in excess of $100,000 for services rendered
in  all  capacities  to  us  for  the  most  recent  three  fiscal  years.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                               Long-Term Compensation
                                                                               Awards           Payouts
                                               Annual Compensation     Restricted  Securities
                                                                       Stock       Under-Lying  LTIP     All Other
Name  and  then-                       Fiscal Salary  Bonus   Other    Award(s)   Options/SARs  Payouts  Compensation
Principal Position                      Year  ($)     ($)     ($)(1)   ($)        (#)           ($)      ($)

<S>                                     <C>   <C>     <C>     <C>      <C>        <C>           <C>
BRUCE I. LEWIS, CEO                     2000  30,000           10,000    145,000       500,000
                                        1999       0           10,000    175,000     2,488,578
                                        1998  45,750           10,000    131,250             0
JAY S. STULBERG,
President, COO  & CFO                   2000  36,250           10,000     88,750       600,000
                                        1999  40,000           10,000     85,000     2,488,578
(1) Automobile Allowance
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>
                             OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
                                       (INDIVIDUAL GRANTS)

                                   Percent Of
                     Number of        Total
                     Securities   Options/SARs
                     Underlying    Granted To
                    Option/SARs   Employees In   Exercise Price of Base Price
Name                Granted (#)    Fiscal Year              ($$/Sh)             Expiration Date
(a)                     (b)            (c)                    (d)                     (e)
------------------  ------------  -------------  -----------------------------  ----------------
<S>                 <C>           <C>            <C>                            <C>

Bruce I. Lewis        600,000(1)          27.3%                           .118              2009

Jay S. Stulberg       600,000(1)          27.3%                           .118              2009
<FN>

(1)     Non-qualified stock option granted for a ten-year term exercisable sequentially in three
        annual  installments  beginning  January  2001,  and  fully  vesting  beginning  January
        2003.
</TABLE>


<TABLE>
<CAPTION>
                                AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                                                FY-END OPTION/SAR VALUES

                                                       Number of Securities Underlying    Value of Unexercised In-The-
                                                         Unexercised Options/SARs At       Money Options/SARs At FY-
                    Shares Acquired                        FY-End (#) Exercisable/            End ($) Exercisable/
Name                On Exercise (#)   Value Realized            Unexercisable                    Unexercisable
(a)                       (b)               (c)                      (d)                              (e)
------------------  ----------------  ---------------  --------------------------------  ------------------------------
<S>                 <C>               <C>              <C>                               <C>

Bruce I. Lewis                     0  N/A                           1,244,289/3,044,289  $             437,368/$622,468

Jay S. Stulberg                    0  N/A                           1,244,289/1,844,289  $             437,368/$622,468
</TABLE>



EMPLOYMENT  CONTRACTS,  TERMINATION  OF  EMPLOYMENT  AND  CHANGE  OF  CONTROL

     BRUCE  LEWIS

     On  December  18,  1998,  we  entered into an employment agreement with Mr.
Lewis,  pursuant  to which Mr. Lewis serves as our Chief Executive Officer.  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.

     The  initial  term  for  Mr.  Lewis' agreement is 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  our  senior  executive  employees.


                                       18
<PAGE>
     If  Mr.  Lewis'  employment is terminated for cause or if he terminates for
any reason, he will be entitled to compensation through the date of termination.
If,  prior  to a change of control, employment is terminated due to his death or
disability, by us other than for cause or by him for good reason, he is entitled
to  receive  all compensation through the date of termination.  He also receives
the  continuation of base salary for the greater of one year or the remainder of
the  term  of  the  agreement.  In  addition, we will maintain for 12 months, or
through  the  date  he obtains alternative employment, whichever is earlier, his
participation  in  our  employee  benefit  plans  in  which  he  was eligible to
participate  immediately before termination to the extent permissible under such
plans.  He  will  also  have  the  right  to  exercise  all vested stock options
outstanding at the termination date in accordance with the plans governing those
options.  We  will  use  our  best  efforts  to remove the restrictions from any
restricted  stock  held  by him at termination.  If his employment is terminated
after  a  change  of  control,  either by the executive for good reason or by us
without  cause, he will receive all the benefits he would have received for such
a  termination prior to a change of control.  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  our  income  tax  deduction  under  Internal  Revenue  Code.

     JAY  STULBERG

     On  December  18,  1998,  we  entered into an employment agreement with Mr.
Stulberg,  pursuant  to  which  Mr.  Stulberg  serves  as  our  President, Chief
Operating  Officer  and  Chief  Financial  Officer and Secretary.  The agreement
provides  for  an annual base salary of $125,000, 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.

     The  initial  term of Mr. Stulberg's agreement is 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. Stulberg 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  our  senior  executive  employees.

     If  Mr.  Stulberg's  employment is terminated for cause or if he terminates
for  any  reason,  he  will  be  entitled  to  compensation  through the date of
termination.  If,  prior to a change of control, employment is terminated due to
his  death  or disability, by us other than for cause or by him for good reason,
he  is entitled to receive all compensation through the date of termination.  He
also receives the continuation of base salary for the greater of one year or the
remainder  of  the  term of the agreement.  In addition, we will maintain for 12
months,  or  through  the  date  he obtains alternative employment, whichever is
earlier,  his  participation  in  our  employee  benefit  plans  in which he was
eligible to participate immediately before termination to the extent permissible
under  such  plans.  He  will  also  have the right to exercise all vested stock
options  outstanding  at  the  termination  date  in  accordance  with the plans
governing  those  options.  We  will  use  our  best  efforts  to  remove  the
restrictions  from  any  restricted  stock  held  by him at termination.  If his
employment  is terminated after a change of control, either by the executive for
good  reason  or  by us without cause, he will receive all the benefits he would
have received for such a termination prior to a change of control.  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 our income tax deduction under Internal Revenue Code.


                                       19
<PAGE>
COMPENSATION  OF  DIRECTORS

     Non-employee  directors are paid $500 for attendance at each meeting of the
board  of directors or a committee meeting.  Non-employee directors also receive
an annual retainer of $10,000.  In addition, non-employee directors are eligible
to  receive  options  to  purchase  shares  of  our  common  stock.

     Under  our  1999  Director  Option  Plan,  each  non-employee  director  is
automatically  granted  an  option to purchase 5,000 shares of common stock upon
election.  If  the  non-employee  director is elected Chairman of the Board, the
director  is  granted  an  option to purchase 10,000 shares of common stock.  On
every  anniversary of initial election or appointment, each eligible director is
automatically  granted  a  nonqualified  option  to purchase an additional 5,000
shares  of  common  stock  (10,000  shares  if Chairman of the Board).  The 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.
All  options granted to non-employee directors vest immediately upon a change of
control.  The  exercise  price  of  options  granted  pursuant to such automatic
grants  is  reduced to a price 25% below the average trading price of our common
stock  for  the  30  days  immediately prior to the grant date.  On December 22,
1999,  we  granted  options  to  purchase 5,000 shares of our common stock at an
exercise  price  of  $0.098 per share to each Joseph Greenberg, David Butler and
Carl  Corcoran.

ITEM  11.     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,  2000  by:

   -  Each  person  known  to  us  to own beneficially more than 5% of our total
      voting  stock;
   -  The CEO and the other executive officers named in the summary compensation
      table;
   -  Each  of  our  directors;  and
   -  All  of  our  directors  and  officers  as  a  group.

     Except  as  otherwise  indicated below, to our knowledge 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  our  only  outstanding class of equity
securities.  As of June 30, 2000, there were approximately 364 record holders of
common  stock.  Percentage  of  ownership  is  based  upon 56,634,651 issued and
outstanding  shares  of  common  stock  beneficially  owned  on  June  30, 2000,
including  currently exercisable warrants to purchase 1,250,000 shares of common
stock,  currently exercisable options to purchase 40,000 shares of common stock,
currently  exercisable  options  to  purchase  2,488,578 shares of common stock,
currently  exercisable  options  to  purchase  200,000  shares reserved under an
option issued to Toda Corporation Limited for financial consulting services, and
22,044,855  shares  of  common  stock to be issued upon conversion of the bridge
financing  notes  and  exercise  of  the  repricing warrants at $0.20 per share.


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                               Total Shares Owned
Beneficial Owner and Address                   As of June 30, 2000      Percentage
---------------------------------------------  -------------------  -------------------
<S>                                            <C>                  <C>

Bruce I. Lewis, Chief Executive Officer               2,896,289(1)                3.50%
1120 Finch Avenue West, Suite 303
North York, Ontario, Canada M3J 3H7

Jay S. Stulberg, Chief Financial Officer              1,494,289(2)                1.81%
1120 Finch Avenue West, Suite 303
North York, Ontario, Canada M3J 3H7

H. Joseph Greenberg, M.D., Director                       3,333(3)               <0.01%
1120 Finch Avenue West, Suite 303
North York, Ontario, Canada M3J 3H7

David G. R. Butler, Director                              3,333(3)               <0.01%
1120 Finch Avenue West, Suite 303
North York, Ontario, Canada M3J 3H7

Carl J. Cocoran, Director                                 3,333(3)               <0.01%
1120 Finch Avenue West, Suite 303
North York, Ontario, Canada M3J 3H7

Executive Officers and Directors as a group,          4,400,578(3)                5.44%
Including those named above (five persons)
<FN>

   (1)  Number  of  shares  includes  the option to purchase 1,244,289 shares of common
        stock.  Furthermore,  Mr.  Lewis  has  pledged  600,000  shares of common stock
        and the option  to  purchase  an additional 1,244,289 shares of common stock as
        security to the bridge  financing  notes.
   (2)  Number  of  shares  includes  the option to purchase 1,244,289 shares of common
        stock.  Furthermore,  Mr.  Stulberg  has pledged 250,000 shares of common stock
        and the option  to  purchase  an additional 1,244,289 shares of common stock as
        security to the bridge  financing  notes.
   (3)  Number  of  shares  includes the currently exercisable option to purchase 3,333
        shares  of  common  stock.
</TABLE>

     Upon  registration  of  the  common stock pursuant to the conversion of the
bridge  financing notes and attached repricing warrants, SovCap Equity Partners,
Ltd.  will  likely  become a greater than 5% shareholder in our company.  SovCap
Equity  Partners,  Ltd. address is Cumberland House, #27 Cumberland Street, P.O.
Box  CB-13016,  Nassau, New Providence, Bahamas and is directed by Barry Herman,
its  President.  Assuming  we  convert  these  notes  into  common  stock  at  a
conversion  price of $0.20 per share, after conversion of the notes and exercise
of  the repricing warrants, SovCap Equity Partners, Ltd. would own approximately
9,549,854  shares  of  our common stock.  At that point, SovCap Equity Partners,
Ltd.  would  be  an  11.55%  shareholder.  Under  this  scenario,  our  current
management  would beneficially own less than 5.00% of the issued and outstanding
common  stock.  Should  this  occur,  SovCap  Equity  Partners, Ltd. may be in a
position  to  effect  a  material  change in our management.  Furthermore, if we
decide  to call the remaining warrants, SovCap Equity Partners, Ltd. could be an
even  greater  security  owner  if  it  decides  to  exercise  them.


                                       21
<PAGE>
ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

TRANSACTIONS  WITH  MANAGEMENT

     We  have  entered  into  employment  agreements  containing  severance
arrangements  with  certain  executive  officers.  These  agreements provide for
compensation  payments  under  certain circumstances to each officer through the
remainder  of  the term of the agreements.  Our certificate of incorporation and
bylaws  provide for indemnification of all directors and officers.  In addition,
each  director  nominee,  when elected, will enter into separate indemnification
agreements  with  us.

     We  have  agreed  with certain state regulatory authorities that so long as
our  securities  are  registered  in  such states, we will not make loans to our
officers,  directors,  employees,  or  principal  stockholders.  This  does  not
include  loans made in the ordinary course of business, such as travel advances,
expense  account  advances,  relocation advances, or reasonable salary advances.

     Furthermore,  all  future  transactions  with  our  executive  officers,
directors,  employees,  5%  stockholders  and  affiliates will be subject to the
approval of a majority of the independent, disinterested members of the board of
directors.  Such  future transactions must be for bona fide business purposes on
terms  that are no less favorable to us than those that could be negotiated with
unaffiliated  parties.

GLOBAL  TRACKER

     In  February  1998, Global Tracker acquired substantially all of the assets
of  Tracker  Canada  in  a  bankruptcy  proceeding.  Jay  S. Stulberg, our Chief
Financial Officer and Director, is the sole shareholder, officer and Director of
Global  Tracker.  Following  the  bankruptcy proceeding, Global Tracker made the
assets formerly owned by Tracker Canada available to us in order to permit us to
carry  on  Tracker  Canada's  business.  Since February 1998, Global Tracker has
expended approximately $13,000 to support our business operations.  Furthermore,
Mr.  Stulberg  has personally loaned Global Tracker approximately $120,000 (USD)
in  operating  capital.  Under  a license agreement with Global Tracker, we will
pay  Global  Tracker  a  12%  gross  royalty  on  our  sales.

ITEM  13.     EXHIBITS,  LIST  AND  REPORTS  ON  FORM  8-K.

   (a)     EXHIBITS

NUMBER     DESCRIPTION
------     -----------

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


                                       22
<PAGE>
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

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 of America, 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

10.2*     Discretionary  Cash Bonus  Arrangement  of The Tracker  Corporation of
          America

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

10.10*    Right of First  Refusal,  Co-Sale and Voting Agreement dated March 14,
          1994 between The Tracker Corporation of America, 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  of America 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  of America and Symbol  Technologies,  Inc., as amended by
          letter from The Tracker  Corporation of America 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 of America

10.30**   Letter    agreement   dated   March   22,  1996  between  The  Tracker
          Corporation of America and Sony of Canada Ltd.

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


                                       23
<PAGE>
10.37***  Modification   Agreement   dated  May  27,  1997  between  The Tracker
          Corporation of America, Saturn Investments, Inc., 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

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

10.44******Purchase and Security Agreement dated August 18, 1999

10.45******1994 Amended and Restated Stock Option Plan

10.46*(9) Placement  Agreement dated  August 18,  1999  with  Sovereign  Capital
          Advisors, LLC.

10.47*    (7) Stock  Option  Award  Agreement  dated  December 22,  1998 between
          Bruce Lewis and The Tracker Corporation of America

10.48*    (7) Stock  Option Award  Agreement dated December 22, 1998 between Jay
          Stulberg and The Tracker Corporation of America

10.49*(7) Non-Qualified   Stock  Option   Award  Agreement  dated  December  31,
          1999 between Bruce Lewis and The Tracker Corporation of America

10.50*(7) Non-Qualified  Stock Option Award  Agreement  dated December 31,  1999
          between Jay Stulberg and The Tracker Corporation of America

10.51*(7) Incentive  Stock  Option  Award  Agreement  dated  December  31,  1999
          between Christopher Creed and The Tracker Corporation of America

10.52*(7) Incentive  Stock  Option  Award  Agreement  dated  December  31,  1999
          between Tizio Panara and The Tracker Corporation of America

10.53*(8) 2000 Stock Wage and Fee Payment Plan

21.1*     List of subsidiaries of the Registrant

23.1      Consent of J. L. Stephan Co., P. C.

23.2      Consent of Hirsch Silberstein & Subelsky, P.C.


                                       24
<PAGE>
     24.1 Power of Attorney

--------------------

*         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).

*****     Incorporated by reference from the Registrant's  Annual Report on Form
          10-K dated March 31, 1999 (filed August 17, 1999).

******    Incorporated  by  reference from the  Registrant's  Amended  Quarterly
          Report on Form 10-QSB  dated  September  30,  1999 (filed  January 11,
          2000)

*(7)      Incorporated by reference from the Registrant's Registration Statement
          on Form S-8 concerning the 1994 Amended and Restated Stock Option Plan
          (filed March 28, 2000)

*(8)      Incorporated by reference from the Registrant's Registration Statement
          on Form S-8 concerning the 2000 Stock Wage and Fee Payment Plan (filed
          March 28, 2000)

*(9)      Incorporated by reference from the Registrant's Registration Statement
          on Form SB-2/A (filed July 10, 2000)


                                       25
<PAGE>
     (B)     REPORTS  ON  FORM  8-K

     During  the  fourth quarter of the fiscal year ended March 31, 2000, we did
not  submit  any  reports  on  Form  8-K.


                                       26
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  as  amended, the registrant 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  14,  2000

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.


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

Dated:  July  14,  2000


                                       27
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S>                                                                                <C>
Independent Auditor's Report dated July 14, 2000. . . . . . . . . . . . . . . . .  F-2

Audited Balance Sheet as of March 31, 2000. . . . . . . . . . . . . . . . . . . .  F-3

Audited Statement of Income for the Years Ended March 31, 2000 and March 31, 1999  F-4

Audited Statement of Cash Flows for the Years Ended March 31, 2000 and
        March 31, 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-5

Audited Statement of Changes in Stockholders' Equity for the Years Ended
        March 31, 2000 and March 31, 1999 . . . . . . . . . . . . . . . . . . . .  F-6

Notes to Audited Financial Statements . . . . . . . . . . . . . . . . . . . . . .  F-11
</TABLE>


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


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


We  have  audited  the  accompanying balance sheet of The Tracker Corporation of
America,  as  of  March  31,  2000,  and  the  related statements of operations,
shareholders'  deficit,  and cash flows for the year ended March 31, 2000. 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 consolidated financial statements of te Tracker Corporation and
Subsidiary  as  of  March  31,  2999  and 1998 and from inception at May 6, 1993
through  March  31, 1997 were audited by other auditors whose reports dated July
8,  1999,  except for Note 15 as to which date is July 3, 2000 and September 18,
1998,  and June 24, 1997, included an explanatory paragraph that described going
concern  uncertainties  discussed  in  Notes 1 & 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 audits 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  and  Subsidiary as of March 31, 2000, and the
results  of  its  operations  and  its  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  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.



J.  L.  Stephan  Co.,  P.C.

Traverse  City,  Michigan

July  3,  2000


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

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


                                                ASSETS


                                                                               MARCH 31,      MARCH 31,
                                                                                 2000           1999
                                                                             -------------  -------------
<S>                                                                          <C>            <C>
CURRENT ASSETS
  CASH AND CASH EQUIVALENTS                                                  $    497,749   $          -
  ACCOUNTS RECEIVABLE                                                                   -         97,843
  DEFERRED CHARGES                                                                114,065        114,405
                                                                             -------------  -------------
       TOTAL CURRENT ASSETS                                                       611,814        212,248

DUE FROM SHAREHOLDERS                                                               1,434         14,072
DEFERRED CHARGES                                                                   21,514        141,600
PROPERTY AND EQUIPMENT (NET)                                                                           -
                                                                             -------------  -------------

       TOTAL ASSETS                                                          $    634,763   $    367,920
                                                                             =============  =============


                                      LIABILITIES & SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  ACCOUNTS PAYABLE                                                           $    434,223   $    458,352
  ACCRUED LIABILITIES                                                             487,114        584,823
  DUE TO RELATED PARTIES                                                           13,324              -
  DEFERRED REVENUE                                                                192,135        197,602
  CONVERTIBLE BRIDGE NOTES                                                      1,700,000
  DEBENTURE PAYABLE                                                                31,809         31,809
  CONVERTIBLE DEBENTURES                                                          465,790        475,790
                                                                             -------------  -------------
       TOTAL CURRENT LIABILITIES                                                3,324,394      1,748,376


DEFERRED REVENUE                                                                   23,109        215,244

COMMITMENTS (NOTE 12)                                                                                  -

SHAREHOLDERS' DEFICIENCY
   COMMON STOCK, $.001PAR VALUE, 90,000,000 SHARES AUTHORIZED,
    56,627,509 (50,388,579 - MARCH 31, 1999) SHARES ISSUED AND OUTSTANDING         56,628         50,389

   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, 793,594  (1,072,994 - MARCH 31, 1999) ISSUED
    AND OUTSTANDING                                                                                    -

  PAID-IN CAPITAL                                                              16,981,878     16,657,482
  OTHER CAPITAL                                                                   (60,000)      (424,267)
  DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                            (19,564,979)   (17,753,036)
  COMPREHENSIVE INCOME (NOTE 3)                                                  (126,267)      (126,267)
                                                                             -------------  -------------

    TOTAL SHAREHOLDERS' DEFICIT                                                (2,712,741)    (1,595,701)
                                                                             -------------  -------------


    TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                              $    634,763   $    367,920
                                                                             =============  =============
</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,

                                                                   2000           2000          1999
                                                               -------------  ------------  ------------

<S>                                                            <C>            <C>           <C>
  REVENUE                                                      $    478,328   $    44,732   $   126,875

  COST OF SALES                                                     179,079         7,156        71,630
                                                               -------------  ------------  ------------

  GROSS PROFIT                                                      299,249        37,577        55,245
                                                               -------------  ------------  ------------

  DEVELOPMENT COSTS
    OPERATIONAL                                                   3,375,051       264,615       323,560
    INFORMATION SYSTEMS                                           1,691,223       156,633        45,181
    SALES AND MARKETING                                           5,375,609       392,239       126,601
    GENERAL AND ADMINISTRATIVE                                   14,006,694     1,113,207       903,646
                                                               -------------  ------------  ------------

  TOTAL DEVELOPMENT COSTS                                        24,448,578     1,926,695     1,398,988

  LOSS FROM CONTINUING OPERATIONS                               (24,149,329)   (1,889,118)   (1,343,743)

  DISCONTINUED OPERATIONS:
    GAIN FROM OPERATION                                           4,741,438        77,175       591,990
    GAIN (LOSS) ON DISPOSAL OF CPS SEGMENT                         (157,088)            -             -
                                                               -------------  ------------  ------------
                                                                  4,584,350        77,175       591,990
                                                               -------------  ------------  ------------

  NET LOSS APPLICABLE TO COMMON STOCK                          $(19,564,979)  $(1,811,943)  $  (751,753)
                                                               =============  ============  ============



  BASIC AND DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK

  LOSS FROM CONTINUING OPERATIONS                              $      (1.24)  $     (0.03)  $     (0.03)

  GAIN (LOSS) FROM DISCONTINUED OPERATION                      $       0.24   $      0.00   $      0.03
                                                               -------------  ------------  ------------

  NET LOSS                                                     $      (1.00)  $     (0.03)  $     (0.01)
                                                               =============  ============  ============

  WEIGHTED AVERAGE NUMBER OF SHARES
     OUTSTANDING                                                 19,432,668    54,082,601    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
                                                                                    2000             2000          1999
                                                                             ------------------  ------------  ------------
<S>                                                                          <C>                 <C>           <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
  NET LOSS                                                                        ($19,564,979)  $(1,811,943)  $  (751,753)
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH FROM
  OPERATING ACTIVITIES:
    DEPRECIATION                                                                       380,019             -             -
    LOSS ON SALE OF LONG-TERM INVESTMENT                                                13,414             -             -
    RENT, CONSULTING AND MARKETING SERVICES, EMPLOYEE                                  571,900             -       571,900
    COMPENSATION SETTLED VIA THE ISSUANCE OF COMPANY SHARES                          5,284,144             -             -
    CHANGES IN ASSETS AND LIABILITIES:
        PREPAID EXPENSES AND DEPOSITS                                                  (17,273)            -             -
        ACCOUNTS RECEIVABLE                                                                  0        97,843       (97,843)
        DEFERRED CHARGES                                                              (135,579)      120,426     1,206,737
        DEFERRED REVENUE                                                               215,244      (197,602)   (1,798,727)
        DUE TO RELATED PARTIES                                                          13,324        13,324
        ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                       935,982      (121,839)       73,941
                                                                             ------------------  ------------  ------------

  NET CASH USED IN OPERATING ACTIVITIES                                            (12,303,804)   (1,899,790)     (795,745)
                                                                             ------------------  ------------  ------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
  ACQUISITION OF FIXED ASSETS                                                            6,028             -             -
  LOAN TO SHAREHOLDERS                                                                (357,847)       12,637             -
  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                                          (8,821)       12,637             -
                                                                             ------------------  ------------  ------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
  ISSUANCE OF COMMON SHARES                                                         10,443,177       694,902       795,745
  ISSUANCE OF PREFERRED SHARES                                                       1,050,000             -             -
  ISSUANCE OF CONVERTIBLE SUBORDINATED DEBENTURES                                    2,189,529             -
  REPAYMENT OF DEBENTURES AND CONVERTIBLE SUBORDINATED DEBENTURES                     (307,401)      (10,000)            -
  ISSUANCE OF CONVERTIBLE BRIDGE NOTES                                               1,700,000     1,700,000
  SHARE ISSUE COSTS                                                                 (1,684,735)            -             -
                                                                             ------------------  ------------  ------------
  NET CASH FROM (USED IN) FINANCING ACTIVITIES                                      13,390,570     2,384,902       795,745
                                                                             ------------------  ------------  ------------

EFFECT OF EXCHANGE RATE CHANGES                                                       (580,196)            -             -

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING                                497,749       497,749             -
  THE PERIOD

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                               -             -             -
                                                                             ------------------  ------------  ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                     $         497,749   $   497,749   $         0
                                                                             ==================  ============  ============

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                                 5,089,286  $        -  $     -   $         -
    (Cash - $Nil)

Shares issued for cash (Cash - $4,714,188)                               884,729                          4,714,188

Shares issued in lieu of rent                                             60,871                            324,344
    (note 9-x) (Cash - $Nil)

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                                              5,777                             30,121
    (note 9-x) (Cash - $Nil)

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                                                                   (819,459)
    to March 31, 1995

Shares issued for consulting and                            825,000       78,005                  825     2,204,153
    marketing services  (Cash-$Nil)
Less: consulting and marketing                             (814,583)*                            (815)
    services not yet received

Shares proceeds received from private
    placement on March 15, 1995                             500,000                               500       349,500
    (Cash - $350,000)

Shares issued to employees                                                25,063                             74,409
    for employment services
    (note 9-x) (Cash-$Nil)

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
                                                                  Other              During
                                                  Other       Comprehensive        Development
                                                 Capital         Income               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                                                                            324,344
    (note 9-x) (Cash - $Nil)

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                                                                             30,121
    (note 9-x) (Cash - $Nil)

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                                                                (819,459)
    to March 31, 1995

Shares issued for consulting and                                                                       2,204,978
    marketing services  (Cash-$Nil)
Less: consulting and marketing                  (2,086,685)                                           (2,087,500)
    services not yet received

Shares proceeds received from private
    placement on March 15, 1995                                                                          350,000
    (Cash - $350,000)

Shares issued to employees                                                                                74,409
    for employment services
    (note 9-x) (Cash-$Nil)

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
                                               ------------------------------------------------------------------


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                          THE TRACKER CORPORATION OF AMERICA
                                             (A Development Stage Company)
                                             -----------------------------

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




                                                                  SHARES                       AMOUNTS
                                                    ------------------------------------  --------------------
                                                                              CLASS B
                                                    PREFERRED    COMMON       COMMON      PREFERRED    COMMON
                                                      STOCK      STOCK        STOCK         STOCK      STOCK
                                                    ---------  ----------  -------------  ----------  --------
<S>                                                 <C>        <C>         <C>            <C>         <C>
Share proceeds received re Regulation S offering                                          $        -  $     -
   made before March 31, 1995 (Cash - $225,280)

Consulting services received re shares issued                     14,582*                                  14
   before March 31, 1995  (note 9-x) (Cash - $Nil)

Marketing services received re shares issued                     266,664*                                 265
    to LL Knickerbocker Co.  (Cash - $Nil)

Shares issued to Directors as compensation                        98,858                                   99
    (note 9-x) (Cash - $Nil)

Shares issued to Amerasia for marketing                                         30,000
    services (note 9-x) (Cash - $Nil)
Less: services not yet received                                                (12,500)*

Shares cancelled (Cash - $Nil)                                      (171)                                   1

Shares issued pursuant to S-8 for employees,                     770,000                                  770
     consultants and a director  (Cash - $Nil)
Less: employment and consulting services                        (340,939)*                               (341)
    not yet received

Shares issued to R. Zuk (Cash - $83,000)                         200,000                                  200
Less: shares proceeds to be received

Share proceeds received from private                             250,000                                  250
    placement (Cash - $250,000)

Shares issued upon exercise of warrants                                        849,803
    at Canadian $1 per share (Cash - $619,166)

Shares issued to officers (note 9-iiii(a))                       630,000                                  630
    (Cash - $Nil)

Shares issued to a consultant (note 9-x)                           7,500                                    8
    (Cash - $Nil)

Shares issued for investor relation services                     200,000                                  200
    (note 9-v) (Cash - $Nil)
Less: services not yet received                                 (200,000)*                               (200)

Shares issued to employees for employment                                       14,176
    services (note 9-x) (Cash - $Nil)


Shares exchanged as per exchange                               1,133,365    (1,133,365)                 1,134
    agreement (Cash - $Nil)

Shares issued for conversion                                     991,434                                  992
    from debenture holders (Cash -$Nil)

Share issue cost from April 1, 1995
    to March 31, 1996

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
                                                    ---------  ----------  ------------  ----------  ---------


                                                                                     AMOUNTS
                                                    --------------------------------------------------------------------------------
                                                      Paid in                                     Deficit Accumulated
                                                     Capital in                      Other              During
                                                       Excess        Other       Comprehensive        Development
                                                       of Par       Capital         Income               Stage             Total
                                                    --------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>              <C>                    <C>
Share proceeds received re Regulation S offering    $   819,459   $         -   $            -   $                  -   $   819,459
   made before March 31, 1995 (Cash - $225,280)

Consulting services received re shares issued                          87,486                                                87,500
   before March 31, 1995  (note 9-x) (Cash - $Nil)

Marketing services received re shares issued                          666,400                                               666,665
    to LL Knickerbocker Co.  (Cash - $Nil)

Shares issued to Directors as compensation               86,402                                                              86,501
    (note 9-x) (Cash - $Nil)

Shares issued to Amerasia for marketing                  44,496                                                              44,496
    services (note 9-x) (Cash - $Nil)
Less: services not yet received                                       (18,630)                                              (18,630)

Shares cancelled (Cash - $Nil)                               (1)                                                                  -

Shares issued pursuant to S-8 for employees,            769,230                                                             770,000
     consultants and a director  (Cash - $Nil)
Less: employment and consulting services                             (340,598)                                             (340,939)
    not yet received

Shares issued to R. Zuk (Cash - $83,000)                199,800                                                             200,000
Less: shares proceeds to be received                   (117,000)                                                           (117,000)

Share proceeds received from private                    249,750                                                             250,000
    placement (Cash - $250,000)

Shares issued upon exercise of warrants                 619,166                                                             619,166
    at Canadian $1 per share (Cash - $619,166)

Shares issued to officers (note 9-iiii(a))              826,245                                                             826,875
    (Cash - $Nil)

Shares issued to a consultant (note 9-x)                  9,836                                                               9,844
    (Cash - $Nil)

Shares issued for investor relation services            262,300                                                             262,500
    (note 9-v) (Cash - $Nil)
Less: services not yet received                                      (262,300)                                             (262,500)

Shares issued to employees for employment                22,716                                                              22,716
    services (note 9-x) (Cash - $Nil)

Shares exchanged as per exchange                         (1,134)                                                                  -
    agreement (Cash - $Nil)

Shares issued for conversion                            728,537                                                             729,529
    from debenture holders (Cash -$Nil)

Share issue cost from April 1, 1995                    (214,357)                                                           (214,357)
    to March 31, 1996

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                        $14,013,062   $(1,954,327)  $     (240,900)  $        (13,202,738)  $(1,378,772)
                                                    --------------------------------------------------------------------------------


THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                      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                         34,445                                   34        15,466
   (note 9-x) (Cash - $Nil)

Marketing services received from Amerasia                                         5,000                              (11,124)
  (note 9-x) (Cash - $Nil)

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                     1,433,443                                1,434       653,566
  holders (note 9-ix) (Cash -$Nil)

Preferred shares issued from private placement          1,050                                      1               1,049,999
  (Cash - $1,050,000)

Common shares issued for conversion                    (1,050)  4,365,136                         (1)    4,364        (4,363)
  from preferred stockholder
  (Cash - $Nil)

Shares exchanged as per exchange agreement                      1,268,825    (1,268,825)                 1,269        (1,269)
  (Cash - $Nil)

Shares issued to employees for employment                          26,000                                   26        12,474
  services (note 9-x) (Cash-$Nil)

Shares issued for consulting services                             208,250                                  208        49,634
  (note 9-x) (Cash-$Nil)

Shares issued in lieu of finder fee for debenture                  52,906                                   53        52,853
 holders (note 9-x) (Cash -$Nil)

Shares issued in lieu of finder fee for preferred                 112,500                                  113        44,887
  stockholders (note 9-x) (Cash -$Nil)

Shares issued pursuant to W.Marches S-8                           333,272                                  332        87,668
  stock payment plan (note 9-xii)

Shares issued for office rental expense                           615,780                                  616       153,329
  ( Cash $Nil)
Less: rental expense not yet amortized                           (530,255)*                               (531)

Share issue cost from April 1, 1996                                                                                 (224,741)
  to March 31, 1997

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
                                                                      Other              During
                                                       Other      Comprehensive        Development
                                                      Capital        Income               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                                                                    15,500
   (note 9-x) (Cash - $Nil)

Marketing services received from Amerasia               18,630                                                 7,506
  (note 9-x) (Cash - $Nil)

Employment and consulting services
 and Directors' fees received re S-8
 (Cash - $Nil)                                         340,598                                               658,393

Shares issued for conversion from debenture                                                                  655,000
  holders (note 9-ix) (Cash -$Nil)

Preferred shares issued from private placement                                                             1,050,000
  (Cash - $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                                                                     12,500
  services (note 9-x) (Cash-$Nil)

Shares issued for consulting services                                                                         49,842
  (note 9-x) (Cash-$Nil)

Shares issued in lieu of finder fee for debenture                                                             52,906
 holders (note 9-x) (Cash -$Nil)

Shares issued in lieu of finder fee for preferred                                                             45,000
  stockholders (note 9-x) (Cash -$Nil)

Shares issued pursuant to W.Marches S-8                                                                       88,000
  stock payment plan (note 9-xii)

Shares issued for office rental expense                                                                      153,945
  ( Cash $Nil)
Less: rental expense not yet amortized                (132,034)                                             (132,565)

Share issue cost from April 1, 1996                                                                         (224,741)
  to March 31, 1997

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)  $(21401,375)
                                                    -----------------------------------------------------------------

</TABLE>


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

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


                                                                                 Shares                             Amounts
                                                                         -----------------------------------  --------------------
                                                                                                   Class B
                                                                         Preferred    Common       Common     Preferred    Common
                                                                           Stock       Stock        Stock       Stock      Stock
                                                                         -----------------------------------  --------------------
<S>                                                                      <C>        <C>          <C>          <C>         <C>

Shares issued pursuant to W.Marches S-8 stock payment plan (note 9-xii)                339,755                            $   341

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

Shares issued to employee for employment services                                       19,303                            $    19

Shares issued for consulting services                                                  539,583                            $   540

Share proceeds received from private placement (Cash - $30,000)                        500,000                            $   500

Translation adjustment

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
                                                                         -----------------------------------  --------------------


Shares exchanged as per exchange agreement (Cash - $Nil)                             1,549,490   (1,549,490)              $ 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

Share proceeds received from private placements (Cash - $795,745)                   14,244,063                            $14,244

Shares issued pursuant to S-8 for employees                                         13,175,996                            $13,176
     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    1,072,994   $        -  $50,389
                                                                         ===================================  ====================


                                                                                           Amounts
                                                             ----------------------------------------------------------------------
                                                                Paid In                              Deficit Accumulated
                                                              Capital in                    Other          During
                                                                Excess       Other      Comprehensive    Development
                                                                of Par      Capital        Income           Stage         Total
                                                             ----------------------------------------------------------------------
<S>                                                          <C>           <C>         <C>              <C>            <C>

Shares issued pursuant to W.Marches S-8 stock payment plan
    (note 9-xii)                                             $    69,659                                               $    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)     $    (2,240)                                              $         0

Shares issued to employee for employment services            $     2,617                                               $     2,636

Shares issued for consulting services                        $    64,210                                               $    64,750

Share proceeds received from private placement
    (Cash - $30,000)                                         $    29,500                                               $    30,000

Translation adjustment                                                                 $       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                                 $15,371,641   $(356,002)  $     (245,665)  $(17,001,283)  $(2,211,591)
                                                             ----------------------------------------------------------------------


Shares exchanged as per exchange agreement (Cash - $Nil)     $    (1,549)

Shares issued for office rental expense ( note 9-x)
    ( Cash $Nil)                                                           $  49,735                                   $    50,407

Shares issued for consulting services                        $    72,257                                               $    74,685

Share proceeds received from private placements
    (Cash - $795,745)                                        $   781,501                                               $   795,745

Shares issued pursuant to S-8 for employees                      433,633                                                   446,809
     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                                                      (751,753)     (751,753)
                                                             ----------------------------------------------------------------------

Balance as at March 31, 1999                                 $16,657,482   $(424,267)  $     (126,267)  $(17,753,036)  $(1,595,699)
                                                             ======================================================================


THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                      F-9
<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 exchanged as per exchange agreement                             279,400  (279,400)              $   279  $      (279)
     (Cash - $Nil)

Expense balance of office rental expense

Shares issued for consulting services                                  100,000                         $   100  $    17,900

Share proceeds received from private placements                      1,500,000                         $ 1,500  $   202,083
     (Cash - $203,583)

Shares issued pursuant to S-8 for employees                          2,359,530                         $ 2,360  $   352,375
     and consultants  (Cash - $Nil)


Balance of share proceeds received - R. Zuk
     (Cash - $20,000)

Balance of consulting services received                              2,000,000                         $ 2,000

Share issue cost from April 1, 1999 to March 31, 2000                                                           $  (247,682)


Net Profit (loss) from April 1, 1999 to March 31, 2000
                                                         ---------  ----------  ---------  ----------  -------  ------------


Balance as at March 31, 2000                                     -  56,627,509   793,594   $        -  $56,628  $16,981,878
                                                         =========  ==========  =========  ==========  =======  ============



                                                                                AMOUNTS
                                                         -------------------------------------------------------
                                                                                 Deficit Accumulated
                                                                         Other          During
                                                           Other     Comprehensive    Development
                                                          Capital       Income           Stage         Total
                                                         ---------  ---------------  -------------  ------------
<S>                                                      <C>        <C>              <C>            <C>



Shares exchanged as per exchange agreement
     (Cash - $Nil)

Expense balance of office rental expense                 $ 43,767                                   $    43,767

Shares issued for consulting services                                                               $    18,000

Share proceeds received from private placements                                                     $   203,583
     (Cash - $203,583)

Shares issued pursuant to S-8 for employees                                                             354,735
     and consultants  (Cash - $Nil)


Balance of share proceeds received - R. Zuk              $262,500                                       262,500
     (Cash - $20,000)

Balance of consulting services received                  $ 58,000                                        60,000

Share issue cost from April 1, 1999 to March 31, 2000                                                 ($247,682)


Net Profit (loss) from April 1, 1999 to March 31, 2000                                 (1,811,943)   (1,811,943)
                                                         ---------  ---------------  -------------  ------------

Balance as at March 31, 2000                             $(60,000)  $     (126,267)  $(19,564,979)  $(2,712,739)
                                                         =========  ===============  =============  ============
</TABLE>


 The  accompanying  notes  are  integral  parts  of these consolidated financial
statements.


                                      F-10
<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 has been in the development stage since
its  formation.  We  primarily  market,  sell  and  operate  a personal property
marking  and  monitoring system we developed that utilizes advanced bar code and
laser  scanning  technology  to  create an identification device that interfaces
with  a  computer  database  and  scanning  network.  We  also sell, install and
support  corporate  asset  tracking  management  software.

     Our  current  business  originated in July 1994 through a reorganization in
which  we  acquired  all  of the issued and outstanding voting shares of Tracker
Canada, an Ontario, Canada corporation, in exchange for approximately 90% of our
total  voting shares as of that date. Our 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, we changed our year-end from December 31
to  March  31.  The  reorganization  was accounted for as a reverse acquisition.

     On July 28, 1998, pursuant to an agreement with the FTC we discontinued our
credit  card  registration  service  which  had  been  the primary source of our
revenues  through  September  1997.  The  FTC agreement 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,  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  us  which  permitted the use of 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, we have continued on a limited basis the business formerly operated
by  Tracker  Canada.


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

     We have been in a development stage since its inception on May 6, 1993. The
likelihood  that we will attain profitability depends on many factors, including
our  ability  to  obtain  adequate  financing  and generate sufficient revenues.
Management  is  currently working to secure adequate capital through the private
placement  of securities for the purpose of executing its revised business plan.
The  accompanying  consolidated financial statements have been prepared assuming
that  we  will  continue  as  a going concern, although the report of our former
independent  accountant as of and for each of the years ended March 31, 1998 and
1999,  and  our  independent  accountant  as of and for the year ended March 31,
2000,  express  substantial  doubt  as  to  our  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-11
<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 our accounts and those of our
former  wholly owned subsidiary, Tracker Canada, through its date of dissolution
on  January  27,  1998.  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 including cost of goods sold;
sales  commissions;  and  telemarketing  costs  which  are  amortized  on  a
straight-line  basis  over  the  term  of  the  related  agreement.

REVENUE  RECOGNITION  AND  DEFERRED  REVENUE

     Revenue  for  our  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.  Typical  services  provided  include  assistance  with  the
recovery  of  lost  and stolen property, cancellation of lost and expired credit
cards  as well as continued maintenance of database of all customers' registered
property.  The average length of the services agreement varies from monthly to a
five-year  period.

STOCK-BASES  COMPENSATION

     We  have  elected  to  follow  Accounting  Principles Board Opinion No. 25,
Accounting  for  Stock  Issued  to  Employees  ("APB  No.  25"),  and  related
interpretations,  in  accounting  for its employee stock options rather than the
alternative  fair  value  accounting  allowed  by  SFAS  No. 123, Accounting for
Stock-Based  Compensation.  APB  No.  25  provides that the compensation expense
relative  to our employee stock options is measured based on the intrinsic value
of the stock option. SFAS No. 123 requires companies that continue to follow APB
No.  25  to  provide  a  pro forma disclosure of the impact of applying the fair
value  method  of  SFAS  No.  123.

FOREIGN  CURRENCY  TRANSLATION

     The assets and liabilities of our Canadian operations 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.


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


EARNINGS  PER  SHARE

     Basic  earnings  per  share  excludes  any  dilutive  effects  of  options,
warrants, and convertible securities.  We compute basic earnings per share using
the  weighted-average number of common shares outstanding during the period.  We
compute  diluted  earnings per share using the weighted-average number of common
and  common  stock  equivalent shares outstanding during the period.  We exclude
common  equivalent shares from the computation if their affect is anti-dilutive.

COMPREHENSIVE  INCOME  (LOSS)

     As  of  April  1,  1998  we  adopted  SFAS No. 130, Reporting Comprehensive
Income,  which  establishes  standards  for  the  reporting  and  display  of
comprehensive  income  and  its  components  in  the  financial statements.  The
Statement  of  Shareholder Equity has been restated for all previous years.  The
only  item of comprehensive income (loss) that we currently report is unrealized
gain  on  foreign  currency  translation  adjustments.

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.

NEW  ACCOUNTING  PRONOUNCEMENTS

     In  March  1998,  the  Accounting  Standards  Executive  Committee  issued
Statement  of  Position  98-1 ("SOP 98-1"), Accounting for the Costs of Computer
Software  Developed  or  Obtained for Internal Use.  SOP 98-1 requires all costs
related  to  the  development of internal use software other than those incurred
during  the  application  development  stage  to be expensed as incurred.  Costs
incurred during the application development stage are required to be capitalized
and  amortized  over the estimated useful life of the software.  Adoption is not
expected  to  have a material effect on our consolidated financial statements as
our  policies  are  substantially  in  compliance  with  SOP  98-1.

     In  April  1998,  the  American  Institute  of Certified Public Accountants
issued  SOP  98-5,  Reporting  on  the  Costs  of Start-Up Activities.  SOP 98-5
requires  costs  of start-up activities and organization costs to be expensed as
incurred.  Adoption  is not expected to have material effect on our consolidated
financial  statements.

     In  June  1998,  the  FASB  issued  SFAS  No. 133 Accounting for Derivative
Instruments  and Hedging Activities.  SFAS No. 133 is effective for fiscal years
beginning  after  June  15, 1999 and requires that all derivative instruments be
recorded on the balance sheet at their fair value.  Changes in the fair value of
derivatives  are recorded each period in current earnings or other comprehensive
income,  depending  on  whether  a  derivative  is  designed  as part of a hedge
transaction  and, if it is, the type of hedge transaction. We do not expect that
the  adoption  of  SFAS  No. 133 will have a material impact on our consolidated
financial  statements  because  we  do  not  currently  hold  any  derivative
instruments.


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


NOTE  4  -  DUE  FROM  SHAREHOLDERS:
-----------------------------------

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

NOTE  5  -  DUE  TO  RELATED  PARTIES:
-------------------------------------

     Global  Tracker Corporation has incurred expenses on behalf of the Company.
The  balance  represents  un-reimbursed  portion  of  these  expenses.

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

<TABLE>
<CAPTION>
     Deferred  charges  consist  of  the  following:
                                                          March 31,   March 31,
                                                             2000        1999
                                                          ----------  ----------
<S>                                                       <C>         <C>
Current:
Deferred sales commission (net of cancellation reserve)   $   80,309  $   80,309

Other                                                         33,756      34,096
                                                          ----------  ----------
                                                          $  114,065  $  114,405
                                                          ----------  ----------
Long term:
Deferred sales' commission (net of cancellation reserve)  $    9,099  $   52,192

Other                                                         12,415      89,408
                                                          ----------  ----------
                                                          $   21,514  $  141,600
                                                          ----------  ----------
</TABLE>

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

     We  currently  lease  all  of  our  equipment  from  Global  Tracker  under
short-term  agreements  classified  as  operating  leases.  Lease  payments  are
expensed  as incurred. The lease expense for the period was $5,438.  See Note 1.

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

Accrued  liabilities  comprise  the  following:
                                                          March 31,   March 31,
                                                             2000        1999
                                                          ----------  ----------

Directors  fees                                           $      ---  $   24,432
Interest  expense  for  convertible  debentures              267,114     115,209
Others                                                       220,000     445,182
                                                          ----------  ----------
                                                          $  487,114  $  584,823
                                                          ==========  ==========


     Other  accrued  liabilities  include:  professional fees, sales refunds and
commissions,  rent,  and  various  trade  payables.


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


NOTE  9  -  BRIDGE  NOTE  S:
----------------------------

     We have outstanding at March 31, 2000 $1,700,000 in venture capital funding
from  off  shore  investors through the issuance of convertible bridge financing
notes  and associated warrants.  We plan to immediately convert these notes into
common  stock  upon the registration of the underlying common stock to the notes
and  warrants.  Thereafter,  we may call, and the security holders may exercise,
the outstanding warrants.  We estimate that we could receive up to an additional
$1,500,000  through  the  exercise  of  the  warrants.

     Total interest incurred and included in general and administrative expenses
is  $  70,795  for  year  ended  March  31,  2000

     In  addition  to  the  convertible  bridge  notes,  we issued four types of
warrants.  The  repricing warrants are attached to the notes and are exercisable
only  if the stock price on the date of conversion falls below 125% of the stock
price  on  the date of each closing.  Given the closing stock price on the dates
of  the  three  closings,  if  the conversion occurs on a date when our stock is
traded  at  greater  than  $0.37  per  share,  no repricing warrants will become
exercisable.  Each  purchaser  also  received  a callable warrant at the rate of
$100,000  worth  of shares of common stock for each $100,000 in principal amount
of  notes  purchased  and  issued.  Further,  each  investor received a purchase
warrant  at the rate of 20,000 warrants for each $100,000 in principal amount of
notes  purchased  and  issued

     In  accordance  with  APB  14.15, we did not assign a separate value to the
stock purchase warrants from the debt because the stock purchase warrants have a
negative  value  at  the  time  of  issue.


NOTE  10  -  CONVERTIBLE  SUBORDINATED  DEBENTURES:
---------------------------------------------------

We  have  outstanding at March 31, 2000 subordinated debentures in the amount of
$465,790  ($  475,790  as  at  March 31, 1999) bearing interest at 15% annually.
Total interest incurred and included in general and administrative expenses is $
68,785  and 72,879 for year ended March 31, 2000 and 1999 respectively. At March
31,  2000,  we  were  in  default  under  the  terms  of  these  agreements.

NOTE  11  -  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.

(ii) On March 15, 1995, we 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.

(iii)During the year ended  March 31,  1995,  we 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.


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


(iv) During the years ended March  311999 and 2000,  we amended and restated the
     Plan and increased the number of shares reserved for issuance thereunder.

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

(vi) We have issued the following options and warrants:

<TABLE>
<CAPTION>
                                      FOR YEAR   WEIGHTED-   GRANT     FROM      WEIGHTED   GRANT
                                        ENDED     AVERAGE     DATE   INCEPTION  - AVERAGE    DATE
                                        MARCH     EXERCISE    FAIR    MAY 6,     EXERCISE    FAIR
                                      31, 2000     PRICE     VALUE     1993       PRICE     VALUE
                                                                      THROUGH
                                                                       MARCH
                                                                     31, 1999
<S>                                   <C>        <C>         <C>     <C>        <C>         <C>
OPTIONS:
  Opening (*)                         8,476,968
   Granted during the period (*)                                        40,000  $     7.95  $ 7.95
   Granted during the period (*)                                        50,000  $     0.13  $ 0.13
   Granted during the period (**)                                      300,000  $     0.50  $ 0.50
   Granted during the period (**)                                    2,400,000  $     0.75  $ 0.75

   Granted during the period (***)                                   5,286,968  $     0.07  $ 0.07

   Granted during the period (****)                                    400,000  $     0.10  $ 0.10
   Granted during the period (*****)  2,200,000  $    0.115  $0.115
  Granted during the period (******)     15,000  $    0.098  $0.115
    Expired/cancelled during period   1,665,000                      NIL
                                      ---------                      ---------
  Closing                             9,272,838                      8,476,968
                                      =========                      =========
<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.  Cancelled  in  December  1999
(**)          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 and non-employee
              directors vesting over two and three years respectively.  Exercise rights  vary from
              5  to  10  years
(****)        400,000  options  were  issued  in  January  1999, vesting proportionately over four
              years, to management.  Exercise rights extend for ten years  from  date  of vesting.
              These  options were cancelled in December 1999.
(*****)       2,100,000 options were  issued  in  December 1999 vesting proportionately over three
              years, to management.  Exercise rights extend for ten years from  date  of  vesting.
(******)      15,000  options  were  issued  in  December 1999 vesting proportionately  over three
              years, to non  employee  directors.  Exercise  rights extend for ten years from date
              of vesting.  Grant date fair value is based on the average market price for the five
              days preceding the grant date.
</TABLE>

The  following  table  summarizes  information  about  options  outstanding  and
exercisable  at  March  31,  2000


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


<TABLE>
<CAPTION>
    Range of        Options       Weighted-         Weighted-       Options    Weighted-average
Exercise Prices   Outstanding      Average           Average      Exercisable  Exercise Price of
                                  Remaining      Exercise Price                Options Exercisable
                               Contractual Life
<C>               <C>          <C>               <C>              <C>          <S>
$  0.07 -- $0.13    7,747,838              7.02  $          0.09    2,591,848  0.076
$  0.50 -- $0.75    1,525,000               9.0  $         0.708            0  N/a

$  0.07 -- $0.75    9,272,838              7.34  $         0.188    2,591,848  0.076
</TABLE>

Pro  Forma  Disclosure

     The  Company follows the intrinsic value method in accounting for its stock
options.  Had  compensation costs been recognized based on the fair value at the
date  of  grant  for  options  granted  in  2000,  the  pro forma amounts of the
Company's  net loss per share for the years ended March 31, 2000, and 1999 would
have  been  as  follows:

                                                        YEARS  ENDED  MARCH  31,
                                                        ------------------------

                                                            2000          1999
Net  loss  as  reported                                $(1,811,943)   $(751,754)
Net loss pro forma                                     $(1,811,943)   $(751,754)
Basic and diluted loss per share - as reported         $     (0.03)   $   (0.02)
Basic and diluted loss per share - pro forma           $     (0.03)   $   (0.02)

The  fair value for each option granted was estimated at the date of grant using
a  Black-Scholes  option  pricing  model,  assuming the following waited-average
assumptions:
                                          YEARS  ENDED  MARCH  31,
                                          ------------------------
                                             2000          1999
Average risk-free interest rates             6.7%          4.7%
Average  expected  life in years             3.5           3.5
Volatility                                   200%          200%

The  weighted-average  fair  value  of options granted during the years 2000 and
1999  was  $0.11  and  $0.06  ,  respectively.

The  pro  forma  effect  of  compensation expense on net income and earnings per
share  for  the  2000  and  1999  grants  for  stock-based compensation plans in
accordance  with  provisions  of  SFAS  123  is  immaterial.

<TABLE>
<CAPTION>
                                 FOR YEAR                  FOR YEAR
                                   ENDED                     ENDED
                                 MARCH 31,    EXERCISE     MARCH 31,  EXERCISE
                                   2000         PRICE        1999       PRICE
                                 ---------  -------------  ---------  ---------
<S>                              <C>        <C>            <C>        <C>
WARRANTS (COMMON STOCK ):
  Opening                          950,000  N/A              750,000  N/A
    Issued during the period       800,000  $0.11 - $0.14    200,000  $    0.40
    Exercised during the period          0                         0
    Expired during the period            0                         0
                                 ---------                 ---------
  Closing                        1,750,000                   950,000
                                 =========                 =========
</TABLE>

(vii)On May 1, 1995, we 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.


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


(viii) In June 1995, we 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 us. A  settlement  was
     reached in June 1999  whereby Mr. Zuk  returned  $20,000 to the Company and
     the balance of future services was expensed.

(ix) In October 1995, we 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.

(x)  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.

(xi) In December 1998, at our 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.

(xii)In 1998  200,000  warrants  were  issued  to Toda  Corporation  for  future
     investment  relations services.  These warrants are exercisable through May
     8, 2006 and were issued at $0.40.

(xiii)During  the year ended  March 31,  1999,  we 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

(xiv)In  September  1999,  at  our  annual  general  meeting,  the  shareholders
     approved  the  increase  of the  authorized  number of common  shares  from
     50,000,000 to 90,000,000 shares

(xv) During the year ended March 31, 2000, the Company issued  2,359,540  shares
     of  common  stock  amounting  to  $278,896  pursuant  to  the  registration
     statement on S-8 to four employees and three consultants as payment in lieu
     of salaries and consulting fees.

(xvi)In 1999  800,000  warrants  were issued at an  exercise  price equal to the
     market  price at that time.  The price  ranged from $0.11 to $0.14 and were
     for investor relations and legal services.

(xvii)Other  capital - At  March 31,  2000,  1,000,000  common  shares have been
     issued but remain in escrow,  as the service  for which  these  shares were
     subscribed  for have yet to be  received.  The value of these  services per
     agreement is set at $60,000.

(xv) We have,  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.

(xvi)During the year ended March 31,  1997,  we 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.


                                      F-18
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


(xvii)During  the year  ended  March 31,  1997,  we 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.

(xviii)In  October  1996,  we entered  into a one-year  consulting  agreement to
     obtain advice  concerning our growth  strategy,  financial public relations
     obligations and future capital structure. Under the terms of the agreement,
     we agreed to pay the consultant 100,000 shares of our common stock

NOTE  12  -  COMMITMENTS:
-------------------------

LEASES

     Office  space  is  leased  through  Global Tracker Corporation. The current
lease  requires  a  monthly  payment  of  $3,800.  The lease term is five years,
expiring  November  30,  2004.  Rental expense for the year ended March 31, 2000
amounted  to $ 110,339 and $ 64,132  for the year ended March 31, 1999. Included
in  the  expenses  for  the years ended March 31, 2000 and 1999 are un-amortized
portions  of  rent  of  previously  leased  office  space.

MARKETING  AGREEMENT

      On  March 22, 2000, we entered into a five-year license agreement with the
Florida  Police Chiefs Foundation (FPCF) to collaborate on a statewide Operation
Bicycle Identification Program.  Under the agreement, we agreed to pay the FPCF,
on a monthly basis in arrears, the greater of $36,000 per year or a fee based on
the  total  number  of  our  subscribers  residing  in  the  State  of  Florida.

NOTE  13  -  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 us, respectively.  No value has been
assigned  to  these  shares.

     We  retain  certain  key  management personnel under contract.  Included in
expenses  are  consulting  and  management  fees  paid  under the aforementioned
contracts  totaling,  in  the  aggregate, $ 325,000 for the year ended March 31,
2000  and  $325,000  for  the  year  ended  March  31,  1999.


     Our  President,  Chief  Operating  Officer and Chief Financial Officer, Jay
Stulberg, 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  us.


                                      F-19
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE  14  -  INCOME  TAXES:
---------------------------

     The estimated deferred tax asset of $4,648,000 and $3,987,000, representing
benefit for the income tax effects of the accumulated losses for the period from
inception  (May  6, 1993) to March 31, 2000 and March 31, 1999 respectively, has
not  been  recognized  due  to  the  uncertainty  of  future realization of such
benefits.  Estimated  net  operating losses aggregating $12,357,000 ($11,433,000
as  at  March  31,1999) expire starting in 2001; the benefit of these losses has
not  been  reflected  in  these  consolidated  financial  statements.

                                 March 31,     March 31,
                                   2000          1999
                              ------------   -----------
Deferred  tax  liabilities    $         0    $        0
Deferred  tax  assets
     Net  operating  losses     4,648,000     3,987,000
                              ------------   -----------
                                4,648,000     3,987,000
     Valuation  allowance      (4,648,000)   (3,987,000)
                              ------------   -----------
                              $         0   $         0
                              ============  ============

The  valuation  allowance  did  increase  by  $661,000  during  the  year.

NOTE  15  -  DISCONTINUED  OPERATIONS
-------------------------------------

     We  discontinued our CPS Program in September 1997. All telemarketing rooms
were  closed  and  the Corporate Telemarketing Centers in Toronto, Canada and in
Smyrna,  Georgia  were  abandoned.

The  remaining  assets and liabilities of the Discontinued Operation consist of:

                                                 2000         1999
Assets:
-------

     Deferred charge - current portion        $ 114,065    $114,405
     Deferred  charges  -  long  term         $  21,514    $141,600
                                              ---------    --------
     Total  deferred charges                  $ 135,579    $256,005

Liabilities:
------------

     Deferred  revenues  - current portion    $ 192,135    $197,602
     Deferred  revenues  -  long  term        $  23,109    $215,244
                                              ---------    --------
     Total  revenues charges                  $ 215,244    $412,846


                                      F-20
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Summary  Statement  of  Operations  from  discontinued  operations
------------------------------------------------------------------

                              From Inception (May 6, 1993)      For the
                                      Through March 31,     Year ended March 31,

                                              2000        2000        1999

Revenue                                   $11,773,923  $197,602  $1,798,727

Cost  of sales                              8,877,154   120,426   1,206,737

Gross  profit                               2,896,769    77,176     591,990

Gain (loss) from discontinued operations  $ 2,896,769  $ 77,176  $  591,990
                                          ===========  ========  ==========


NOTE  16  -  CORRECTION  OF  ACCOUNTING  ERRORS
-----------------------------------------------

     In  order  to  properly  comply  with APB-30, gain (loss) from discontinued
operations has been restated and corporate expenses incurred in the fiscal years
ending  March  31,  1997  and  March  31,  1998  have been reclassified to their
appropriate  expense  categories  as development costs of continuing operations.
The  total  expenses  reclassified  were $3,221,893 and $4,534,200 for the years
ending  March  31,  1998  and  1997,  respectively.

     In  order to properly comply with Rule 3-04 of Regulation S-X, at March 31,
1999 shares issued as compensation for future investor relations services in the
amount  of  $120,000 have been reclassified as a reduction in Paid in Capital in
Excess  of  Par  from  Prepaid  expenses.


                                      F-21
<PAGE>