Date Filed:  July 30, 2002

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

____________

FORM 10-KSB

(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, 2002, 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
Incorporation or Organization) | (I.R.S. Employer
 Identification No.)

860 Denison Street, Unit 7, Markham, Ontario, Canada
                          L3R
4H1(Address and Zip Code of Principal Executive Offices)           
          
            (Zip Code)

(905) 940-8118(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 2002:            $36,275

---



As of June 30, 2002, there were issued and outstanding 104,595,553 shares of our capital
stock, consisting of 104,595,553 shares of common stock, par value $0.001 per share.   Non-affiliates hold 104,595,553
shares of our common stock. The aggregate market value of the shares of our common stock held by non-affiliates at such date
was $10,400 (calculated on the basis of $.0001 per share which was the average of the high bid and low asked quotations for our
common stock on the OTC Bulletin Board on March 31, 2002).

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, 10.19 and 21.1 to our Registration Statement on Form
S-1 (No. 33-99686) is incorporated by reference in Part III.

Exhibit 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.

Exhibit 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

---



TABLE OF CONTENTS



|PART 1                                            |                                                                                                                             |    
|------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | ---
|                                                  |                                                                                                                             |    
|1.                                                | Description of
      Business                                                                                               | 1  
|2.                                                | Description of
      Property                                                                                               | 1  
|3.                                                | Legal Proceedings                                                                                                           | 1  
|4.                                                | Submission of Matters
      to a Vote of Security Holders                                                                   | 1  
|                                                  |                                                                                                                             |    
|PART II                                           |                                                                                                                             |    
|                                                  |                                                                                                                             |    
|5.                                                | Market for Common
      Equity and Related Stockholder Matters                                                              | 1  
|6.                                                | Management's
      Discussion and Analysis                                                                                  | 3  
|7.                                                | Financial Statements                                                                                                        | 4  
|                                                  |                                                                                                                             |    
|PART III                                          |                                                                                                                             |    
|                                                  |                                                                                                                             |    
|8.                                                | Directors,
      Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Ace | 4  
|9.                                                | Executive Compensation                                                                                                      | 8  
|10.                                               | Security Ownership of
      Certain Beneficial Owners and Management                                                        | 9  
|11.                                               | Certain Relationships
      and Related Transactions                                                                        | 10 
|12.                                               | Exhibits, List and
      Reports on Form 8-K                                                                                | 11 
|                                                  |                                                                                                                             |    
|SIGNATURES                                        | 14                                                                                                                         
|                                                  |                                                                                                                             | F-1
|FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA |                                                                                                                            

iii

---



PART I

Item 1. 
            Description of Business

Cessation of Operations

The Tracker Corporation of America discontinued active operations on December 15, 2001.  The bridge financing arranged by
Management through one of the Company’s secured creditors was cancelled after two months. Consequently Tracker had no choice
but to cease all active business.

Corporate History

Prior to the closing down of our operations we developed, marketed, sold and operated a personal property marking
and monitoring system.  Our technology utilized advanced bar code and laser scanning technology that interfaced with a
computer database and scanning network to create an identification system.

Our 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.

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. Global Tracker also ceased operations on December 15, 2001.

---



Item 2.
Description of Property.

We currently occupy approximately 100 square feet of office premises leased by Global
Tracker for us on a month-to-month basis at no cost.

Item 3. 
            Legal Proceedings.

As of March 31, 2002, 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, 2002, 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.

|Quarter Ended      | High   | Low    
|------------------ | ------ | -------
|                   |        |        
|March 31, 2000     | $0.725 | $0.1025
|June 30, 2000      | $0.430 | $0.150 
|September 30, 2000 | $0.197 | $0.080 
|December 31, 2000  | $0.180 | $0.031 

2

---



|March 31, 2001     | $0.125 | $0.040  
|------------------ | ------ | --------
|June 30, 2001      | $0.042 | $0.020  
|September 30, 2001 | $0.025 | $0.009  
|December 31, 2001  | $0.010 | $0.00619
|March 31, 2002     | $0.019 | $0.00013

On March 31, 2002, the
high and low bid quotations for our common stock on the OTC Bulletin Board were $0.00013 and $0.00013, respectively.  As of
June 30, 2002, there were 104,595,553 shares of common stock outstanding held by approximately 400 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.

We issued the following securities within the past fiscal year without registering the securities under the Securities
Act.  All of the issuances occurred without the aid of any underwriters:

|1. | SovCap Equity Partners, Ltd.Date issued: 5/25/01
      Title of securities: Common Stock
      Amount: 971,705 shares
      Consideration: exercise of repricing warrants dated 3/2/01
      Securities Act exemption: Rule 144 – the notes underlying the warrants were held for
      over one year                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Correllus International, Ltd.Date issued: 10/22/01
Title of securities: Common Stock
Amount: 1,258,265 shares
Consideration: : exercise of repricing warrants dated 3/29/01
Securities Act exemption: Rule 144 – notes underlying the warrants held for over 1 year                                                                     
|3. | Arab Commerce Bank, Ltd.

Date issued: 5/1/01
Title of securities: Common Stock
Amount: 889,152 shares
Consideration: exercise of repricing warrants dated 3/2/01
Securities Act exemption: Rule 144 – notes underlying the warrants held for over 1 year

Date issued: 7/20/01
Title of securities: Common Stock
Amount: 226,876 shares

3

---



|   | Consideration: conversion of $25,000 of convertible bridge notes
Securities Act exemption: Rule 144 – the notes were held for over one year                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Frutose – Marketing & Investors Internacionais LDA

Date issued: 5/8/01
Title of securities: Common Stock
Amount: 1,889,904 shares
Consideration: exercise of repricing warrants dated 12/22/00
Securities Act exemption: Rule 144 – notes underlying the warrants held for over 1 year



Date issued: 6/1/01
Title of securities: Common Stock
Amount: 537,751 shares
Consideration: conversion of $50,000 of convertible bridge notes
Securities Act exemption: Rule 144 – the notes were held for over one year

Item 6.              Management’s Discussion and
Analysis.

General

The Company ceased operations on December 23, 2001 when required bridge financing failed to materialize.  On April 8, 2002,
one of the company’s larger creditors, SovCap Equity Partners, Ltd. (“SovCap”), loaned the Company $60,000
pursuant to a demand note in order that the Company could retained the services of a consultant to assist it in the rehabilitation
plans as well as to pay directors fees and certain accounting, legal and other expenses in connection therewith. SovCap has
guaranteed the payment of the $50,000 in fees due to the consultant, of which $25,000 has already been paid. As part of this
restructuring, SovCap expects to convert a significant portion of its convertible bridge notes into Common Stock following which it
will own a majority of the outstanding shares of common stock and thereby giving it the ability to direct the policies of the
Company and to control the outcome of substantially all matters which may be put to a vote of the Company’s
stockholders.  It is currently contemplated that, the Company will seek to effect certain transactions, including without
limitation a reverse stock split of the Common Stock (in a yet to be determined amount) and a merger or acquisition with an
operating business.

Item 7.              Financial Statements.

Our consolidated financial statements for the years ended
March 31, 2002 and March 31, 2001 are included beginning at page F-1.

PART III

Item 9.            Directors, Executive Officers, Promoters and Control
Persons; Compliance
                        With Section 16(a) of the Exchange Act.

4

---



The following table sets forth certain information with respect to our executive officers and
directors as of March 31, 2002:



|NAME            | AGE | POSITION
|--------------- | --- | --------
|               
|                |     |         
|Jay S. Stulberg | 52  | Director
|                |     |         

________________________

Jay S. Stulberg a director since December 22, 1998 for the term expiring at the 2004 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 1994 to mid-1996, Mr. Stulberg served as the Group Controller of Algorithmics, Inc.

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

|Name and then-
Principal Position      | Fiscal
Year | Annual Compensation | Long-Term Compensation         | All Other
Compensation
($)             
|-------------------------------------- | ----------- | ------------------- | ------------------------------ | ---------------------------------------
|Awards                                 | Payouts    
|Salary
($)                             | Bonus
($)   | Other
($)(1)        | Restricted
Stock
Award(s)

($) | Securities
Under-Lying
Options/SARs
(#)
|Bruce I. Lewis, CEO                    | 2002        | 0                   |                                |                                        
|                                       | 2001        | 45,000              |                                | 10,000                                 
|                                       | 2000        | 30,000              |                                | 10,000                                 
|Jay S. Stulberg,
President, COO  & CFO | 2002        | 0                   |                                |                                        
|                                       | 2001        | 36,950              |                                | 10,000                                 
|                                       | 2000        | 36,250              |                                | 10,000                                 

(1) Automobile Allowance

5

---





|AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
|--------------------------------------------------------------------------------
|Name
(a)                                                                        
|                                                                                
|Bruce I. Lewis                                                                  
|                                                                                
|Jay S. Stulberg                                                                 

Employment Contracts, Termination of Employment and Change of Control

All contracts expired on December 18, 2001 and were not
renewed.

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 March 31, 2002 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

6

---



outstanding class of equity securities.  As of June 30, 2002,
there were approximately 400 record holders of common stock.  Percentage of ownership is based upon 2,000,000,000 issued
and outstanding shares of common stock beneficially owned on June 30, 2002, 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 200,000 shares reserved under an option issued to Toda Corporation Limited for financial consulting services,
and 1,800,000 shares of common stock to be issued upon conversion of the remaining bridge financing notes and exercise of the
repricing warrants at $0.0001 per share.

|Beneficial Owner and Address                                                                                        | Total Shares
Owned
 As of June 30, 2002 | Percentage
|------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ----------
|                                                                                                                   
|                                                                                                                    |                                         |           
|Jay S. Stulberg, Chief Financial Officer1120 Finch Avenue West, Suite 303
      North York, Ontario, Canada M3J 3H7 | 2,977,2891                              | 1.54%     
|                                                                                                                    |                                         |           
|SovCap Equity Partners
      C/o SovCap IMG  
      10 Glenlake Parkway, Suite 130
      Atlanta, Georgia 30328     | 1,895,641,6601                          | 94.80%    
|                                                                                                                    |                                         |           
|Executive Officers and Directors as a group,
      Including those named above (five persons)                       | 2,977,289                               | 1.54%     
|                                                                                                                    |                                         |           



| | (1) | Number of shares includes the option to purchase 1,244,289 shares of common stock.                 
| | --- | ---------------------------------------------------------------------------------------------------
| | (2) | Number of shares includes the conversion of the remaining notes and exercise of repricing warrants.

Upon conversion of the bridge financing notes and attached repricing warrants into common stock, SovCap Equity Partners, Ltd.
will become a greater than 5% shareholder in our company.  As of June 30, 2002, SovCap Equity Partners, Ltd. holds 6,820,454
shares of common stock and its address is Cumberland House, #27 Cumberland Street, P.O. Box CB-13016, Nassau, New Providence,
Bahamas and is directed by Barry Herman, its President.

Item 12.           
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
|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                                                                                                                                              



7

---



|           | 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                                                                                                                                                                                                                                                               
|10.19†     | Assignment
World-Wide dated May 12, 1994 from I. Bruce Lewis to the Tracker Corporation of America                                                                                                                                                                                                                                                                                                                        
|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                                                                                                                                                                                                                                                  
|10.39†††   | 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                                                                                                                                                                                                                                                                                                                                                                     

8

---



|10.45††††† | 1994 Amended and Restated
Stock Option Plan                                                                                          
|---------- | -------------------------------------------------------------------------------------------------------------------------------------
|10.46†(8)  | Placement Agreement dated August 18,
1999 with Sovereign Capital Advisors, LLC.                                                      
|10.47†(6)  | Stock Option Award Agreement dated December
22, 1998 between Bruce
      Lewis and The Tracker Corporation of America                
|10.48†(6)  | Stock Option Award Agreement dated December
22, 1998 between Jay
 Stulberg and The Tracker Corporation of America                    
|10.49†(6)  | Non-Qualified Stock Option Award Agreement
dated December 31, 1999
 between Bruce Lewis and The Tracker Corporation of America       
|10.50†(6)  | Non-Qualified Stock Option Award Agreement
dated December 31, 1999
 between Jay Stulberg and The Tracker Corporation of America      
|10.51†(6)  | Incentive Stock Option Award Agreement dated
December 31, 1999 between
      Christopher Creed and The Tracker Corporation of America
|10.52†(6)  | Incentive Stock Option Award Agreement
dated December 31, 1999 between Tizio
 Panara and The Tracker Corporation of America          
|10.53†(7)  | 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.                                                                                                  

______________________

|†     | 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, 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)                                
|†(6)  | 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)
|†(7)  | 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

---



|†(8) | Incorporated by reference from the Registrant’s Registration Statement on   
      Form SB-2/A (filed July 10, 2000)
|---- | --------------------------------------------------------------------------------------------------------------------

10

---



(b)            Reports on Form 8-K

During the fourth quarter of the fiscal year ended March 31,
2002, we submitted one report on Form 8-K announcing the cessation of operations due to the withdrawal of bridge financing from a
European investor group.

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/ Jay Stulberg            Jay Stulberg            Director

Dated: July 12, 2002

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/ Jay Stulberg            Jay Stulberg            Director

Dated: July 12, 2002

11

---



THE TRACKER CORPORATION OF AMERICA

INDEX TO FINANCIAL STATEMENTS

|Independent Auditor's Report dated June 13,
      2002                                                                               | F-2 
|------------------------------------------------------------------------------------------------------------------------------------ | ----
|Audited Balance Sheet as of March 31, 2002 and March 31,
      2001                                                                  | F-3 
|Audited Statement of Income for the Years Ended March 31, 2002 and March 31,
      2001                                              | F-4 
|Audited Statement of Cash Flows for the Years Ended March 31, 2002 and
        March 31, 2001                                        | F-5 
|Audited Statement of
      Changes in Stockholders' Equity for the Years Ended
              March 31, 2002 and March 31,
      2001 | F-6 
|Notes to Audited Financial
      Statements                                                                                          | F-12





F-1

---



INDEPENDENT
AUDITOR'S REPORT



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

We have audited the
accompanying balance sheets of The Tracker Corporation of America, as of March
31, 2002 and March 31, 2001, and the related statements of operations,
shareholders' deficit, and cash flows for the years ended March 31, 2002 and
March 31, 2001.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion of these
financial statements based on our audits.  The consolidated financial
statements of The Tracker Corporation of America and Subsidiary as of March 31,
1999 and from inception at May 6, 1993 through March 31, 1999 were audited by
other  auditors whose reports dated July 8, 1999, September 16, 1998, and
June 24, 1997, and May 28, 1996 included an explanatory paragraph that described
going concern uncertainties discussed in Notes 1 & 2 to the consolidated
financial statements.

We conducted our audits 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 in significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe our audits provide a reasonable basis for our opinion.

In our opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of The Tracker Corporation of America as of March 31,
2002 and 2001, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principle.

The accompanying
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Notes 1 & 3 to the
consolidated financial statements, the Company discontinued active operations on
December 15, 2001.  The bridge financing arranged by Management through one
of the Company's secured creditors was cancelled after two months. 
Consequently Tracker had no choice but to cease all active business operations. 
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 3.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ J. L. Stephan
Co. PC

J.L. Stephan Co. PC

Traverse City, Michigan

June 10, 2002





F-2

---



THE TRACKER CORPORATION
OF AMERICA
( A Development Stage Company)

---

CONSOLIDATED
BALANCE SHEET

|                                                                                        |  |   |              |   |             
|--------------------------------------------------------------------------------------- |  | - | ------------ | - | ------------
|Assets                                                                                 
|                                                                                        |  |   | March 31,    |   | March 31,   
|                                                                                        |  |   | 2002         |   | 2001        
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|Total assets                                                                            |  | $ | NIL          | $ | NIL         
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|Liabilities & Shareholders' Deficit                                                    
|                                                                                        |  |   |              |   |             
|Current liabilities                                                                     |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|Due to shareholders                                                                     |  | $ | 13,806       | $ | 13,806      
|Due to
  related party                                                                  |  | $ | 180,204      | $ | -           
|Convertible bridge notes                                                                |  |   | 1,875,000    |   | 1,720,000   
|Net liabilities of discontinued operations                                              |  |   | 2,003,799    |   | 1,467,940   
|                                                                                        |  |   |              |   |             
|Total current liabilities                                                               |  |   | 4,072,810    |   | 3,201,747   
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|Shareholders' deficiency                                                                |  |   |              |   |             
|Common stock, $.001par value,
  1 93,400,000 shares authorized,                         |  |   |              |   |             
|93,400,000 (86,406,347 - March 31, 2001) shares issued and outstanding                  |  |   | 93,400       |   | 86,406      
|                                                                                        |  |   |              |   |             
|Convertible senior preferred stock, $.001 par value, 100,000 shares                     |  |   |              |   |             
|authorized, NIL issued and outstanding                                                  |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|Class B voting common stock, $0.00000007 par value, 6,500,000                           |  |   |              |   |             
|shares authorized, 606,730  (606,730 - March 31, 2001) issued                           |  |   |              |   |             
|and outstanding                                                                         |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|Paid-in capital                                                                         |  |   | 18,876,257   |   | 18,735,962  
|Other capital                                                                           |  |   | -            |   | (248,336)   
|Deficit accumulated during the development stage                                        |  |   | (23,042,466) |   | (21,775,779)
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|Total shareholders' deficit                                                             |  |   | (4,072,810)  |   | (3,201,747) 
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|Total liabilities and shareholders' deficit                                             |  | $ | -            | $ | -           
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|                                                                                        |  |   |              |   |             
|The accompanying notes are an integral part of these consolidated financial statements.

F-3

---



THE TRACKER
CORPORATION OF AMERICA
(A Development Stage Company)

---

CONSOLIDATED
STATEMENT OF OPERATIONS



|                                                                                        |                                                             |  |   | From Inception
 (May 6, 1993)
  through March 31, |   | For the
       Year ended March 31,
|--------------------------------------------------------------------------------------- | ----------------------------------------------------------- |  | - | ------------------------------------------------- | - | -----------------------------------
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   | 2002                                              |   | 2002                               
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        | Gain(Loss) from Discontinued operations                     |  |   |                                                   |   |                                    
|                                                                                        | Gain (loss) from operation                                  |  | $ | (22,885,378)                                      | $ | (1,266,687)                        
|                                                                                        | Gain (loss) on disposal of CPS segment                      |  |   | (157,088)                                         |   | -                                  
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        | Net profit (loss) applicable to common stock                |  | $ | (23,042,466)                                      | $ | (1,266,687)                        
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        | Basic and Diluted Earnings (loss) per share of common stock |  |   |                                                   |  
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        | Loss from continuing operations                             |  | $ | -                                                 | $ | -                                  
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        | Gain (loss) from discontinued operation                     |  | $ | (0.70)                                            | $ | (0.01)                             
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        | Net loss                                                    |  | $ | (0.70)                                            | $ | (0.01)                             
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        | Weighted average number of shares                           |  |   |                                                   |   |                                    
|                                                                                        | outstanding                                                 |  |   | 32,691,566                                        |   | 91,954,308                         
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|                                                                                        |                                                             |  |   |                                                   |   |                                    
|The accompanying notes are an integral part of these consolidated financial statements.



F-4

---





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 
|                                                                                        |   | 2002               |   | 2002        |   | 2001       
|                                                                                        |   |                    |   |             |   |            
|                                                                                        |   |                    |   |             |   |            
|Cash flows from (used in) operating activities:                                         |   |                    |   |             |   |            
|Net loss                                                                                | $ | (23,042,466)       | $ | (1,266,687) | $ | (2,210,800)
|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            |   | -           |   | -          
|Compensation settled via the issuance of company shares                                 |   | 6,308,363          |   | -           |   | 1,024,219  
|Changes in assets and liabilities:                                                      |   |                    |   |             |   |            
|Prepaid expenses and deposits                                                           |   | (17,273)           |   | 12,000      |   | (12,
  000)
|Accounts receivable                                                                     |   | 0                  |   | -           |   | -          
|Deferred charges                                                                        |   | 0                  |   | -           |   | 135,579    
|Deferred revenue                                                                        |   | 0                  |   | -           |   | (215,244)  
|Due to related parties                                                                  |   | 180,204            |   | 180,204     |   | (13,324)   
|Due from related parties                                                                |   | 0                  |   | 149,716     |   | (149,716)  
|Accounts payable and accrued liabilities                                                |   | 1,520,845          |   | 374,142     |   | 210,721    
|                                                                                        |   |                    |   |             |   |            
|                                                                                        |   |                    |   |             |   |            
|Net cash used in operating activities                                                   |   | (14,084,993)       |   | (550,625)   |   | (1,230,565)
|                                                                                        |   |                    |   |             |   |            
|                                                                                        |   |                    |   |             |   |            
|Cash flows from (used in) investing activities:                                         |   |                    |   |             |   |            
|Acquisition of fixed assets                                                             |   | 6,028              |   | -           |   | -          
|Loan to shareholders                                                                    |   | (356,412)          |   | -           |   | 1,434      
|Repayment of loans to shareholders                                                      |   | 370,218            |   | -           |   | 13,806     
|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                                            |   | 6,420              |   | -           |   | 15,241     
|                                                                                        |   |                    |   |             |   |            
|                                                                                        |   |                    |   |             |   |            
|Cash flows from (used in) financing activities:                                         |   |                    |   |             |   | -          
|Issuance of common shares                                                               |   | 11,410,109         |   | 395,624     |   | (73,500)   
|Issuance of preferred shares                                                            |   | 1,050,000          |   | -           |   |            
|Issuance of convertible subordinated debentures                                         |   | 2,189,529          |   | -           |   | -          
|Repayment of debentures and convertible subordinated debentures                         |   | (307,401)          |   | -           |   | -          
|Issuance of convertible bridge notes                                                    |   | 1,875,000          |   | 155,000     |   | 20,000     
|Share issue costs                                                                       |   | (1,684,735)        |   | -           |   | -          
|                                                                                        |   |                    |   |             |   |            
|Net cash from (used in) financing activities                                            |   | 14,532,502         |   | 550,624     |   | 591,308    
|                                                                                        |   |                    |   |             |   |            
|                                                                                        |   |                    |   |             |   | -          
|Effect of exchange rate changes                                                         |   | (453,929)          |   | -           |   | 126,268    
|                                                                                        |   |                    |   |             |   |            
|                                                                                        |   |                    |   |             |   |            
|Increase (decrease) in cash and cash equivalents during                                 |   | (0)                |   | 0           |   | (497,749)  
|the period                                                                              |   |                    |   |             |   |            
|                                                                                        |   |                    |   |             |   |            
|Cash and cash equivalents, beginning of period                                          |   | -                  |   | -           |   | 497,749    
|                                                                                        |   |                    |   |             |   |            
|                                                                                        |   |                    |   |             |   |            
|Cash and cash equivalents, end of period                                                | $ | (0)                | $ | (0)         | $ | 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)                            |   |                    |   |             |   |            
|                                                                                        |   |                    |   |             |   |            
|The accompanying notes are an integral part of these consolidated financial statements. |  



F-5

---



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           
|                                                                                          |           |  |           |   |           |  |                          |                 
|Shares issued to officers at inception (Cash - $Nil)                                      |           |  |           |   | 5,089,286 |  | $
                     - | $  
           -
|                                                                                          |           |  |           |   |           |  |                          |                 
|Shares issued for cash (Cash - $4,714,188)                                                |           |  |           |   | 884,729   |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Shares issued in lieu of rent   (Cash - $Nil)                                             |           |  |           |   | 60,871    |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Share issue costs                                                                         |           |  |           |   |           |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Translation adjustment                                                                    |           |  |           |   |           |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Net loss                                                                                  |           |  |           |   |           |  |                          |                 
|                                                                                          |           |  |          
|Balance at March 31, 1994                                                                 |           |  |           |   | 6,034,886 |  | -                        | -               
|                                                                                          |           |  |          
|                                                                                          |           |  |           |   |           |  |                          |                 
|Shares issued for cash (Cash - $1,175,797)                                                |           |  |           |   | 234,517   |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Shares issued in lieu of rent (Cash - $Nil)                                               |           |  |           |   | 5,777     |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Reverse merger with The Tracker Corporation                                               |           |  |           |   |           |  |                          |                 
|on July 12, 1994 (Cash - $100)                                                            |           |  | 739,219   |   |           |  |                          | 739             
|                                                                                          |           |  |           |   |           |  |                          |                 
|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 -$1,505,000)                    |           |  | 860,000   |   |           |  |                          | 860             
|Share proceeds to be received subsequent to
        March 31, 1995                        |           |  |           |   |           |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Shares issued for consulting and marketing
        services  (Cash-$Nil)                  |           |  | 825,000   |   | 78,005    |  |                          | 825             
|Less: consulting and marketing services not
        yet received                          |           |  | (814,583) | * |           |  |                          | (815)           
|                                                                                          |           |  |           |   |           |  |                          |                 
|Shares proceeds received from private placement                                           |           |  |           |   |           |  |                          |                 
|on March 15, 1995 (Cash - $350,000)                                                       |           |  | 500,000   |   |           |  |                          | 500             
|                                                                                          |           |  |           |   |           |  |                          |                 
|Shares issued to employees for employment
        services (Cash-$Nil)                    |           |  |           |   | 25,063    |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Share issue costs                                                                         |           |  |           |   |           |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Translation adjustment                                                                    |           |  |           |   |           |  |                          |                 
|                                                                                          |           |  |           |   |           |  |                          |                 
|Net loss                                                                                  |           |  |           |   |           |  |                          |                 
|                                                                                          |           |  |          
|                                                                                          |           |  |           |   |           |  |                          |                 
|Balance at March 31, 1995                                                                 | -         |  | 2,109,636 |   | 6,378,248 |  | -                        | 2,109           
|                                                                                          |           |  |          

---



|(CONTINUED)                                                                                                                                                                                                                         |                                       |                                  |                                        |                                         |                                     
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------- | -------------------------------- | -------------------------------------- | --------------------------------------- | ------------------------------------
|                                                                                                                                                                                                                                    | AMOUNTS                              
|                                                                                                                                                                                                                                    |                                      
|                                                                                                                                                                                                                                    | Paid-in                               |                                  |                                        | Deficit Accumulated                     |                                     
|                                                                                                                                                                                                                                    | Capital in                            |                                  | Other                                  | During                                  |                                     
|                                                                                                                                                                                                                                    | Excess                                | Other                            | Comprehensive                          | Development                             |                                     
|                                                                                                                                                                                                                                    | of Par                                | Capital                          | Income                                 | Stage                                   | Total                               
|                                                                                                                                                                                                                                    |                                      
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Shares issued to officers at inception (Cash - $Nil)                                                                                                                                                                                | $    
                              - | $       
                      - | $        
                           - | $         
                           - | $       
                          -
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Shares issued for cash (Cash - $4,714,188)                                                                                                                                                                                          | 4,714,188                             |                                  |                                        |                                         | 4,714,188                           
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Shares issued in lieu of rent   (Cash - $Nil)                                                                                                                                                                                       | 324,344                               |                                  |                                        |                                         | 324,344                             
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Share issue costs                                                                                                                                                                                                                   | (466,142)                             |                                  |                                        |                                         | (466,142)                           
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Translation adjustment                                                                                                                                                                                                              |                                       |                                  | (129,098)                              |                                         | (129,098)                           
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|                                                                                                                                                                                                                                    |                                      
|Net loss                                                                                                                                                                                                                            |                                       |                                  |                                        | (2,043,425)                             | (2,043,425)                         
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Balance at March 31, 1994                                                                                                                                                                                                           | 4,572,390                             | -                                | (129,098)                              | (2,043,425)                             | 2,399,867                           
|                                                                                                                                                                                                                                    |                                      
|Shares issued for cash (Cash - $1,175,797)                                                                                                                                                                                          | 1,175,797                             |                                  |                                        |                                         | 1,175,797                           
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Shares issued in lieu of rent (Cash - $Nil)                                                                                                                                                                                         | 30,121                                |                                  |                                        |                                         | 30,121                              
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Reverse merger with The Tracker Corporation                                                                                                                                                                                         |                                       |                                  |                                        |                                         |                                     
|on July 12, 1994 (Cash - $100)                                                                                                                                                                                                      | (639)                                 |                                  |                                        |                                         | 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 -$1,505,000) | 2,900,840                             |                                  |                                        |                                         | 2,901,700                           
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Share proceeds to be received subsequent to
        March 31, 1995                                                                                                                                                                  | (819,459)                             |                                  |                                        |                                         | (819,459)                           
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Shares issued for consulting and marketing
        services  (Cash-$Nil)                                                                                                                                                            | 2,204,153                             |                                  |                                        |                                         | 2,204,978                           
|Less: consulting and marketing services not
        yet received                                                                                                                                                                    |                                       | (2,086,685)                      |                                        |                                         | (2,087,500)                         
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Shares proceeds received from private placement
         on March 15, 1995 (Cash - $350,000)                                                                                                                                        | 349,500                               |                                  |                                        |                                         | 350,000                             
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Shares issued to employees for employment
        services (Cash-$Nil)                                                                                                                                                              | 74,409                                |                                  |                                        |                                         | 74,409                              
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Share issue costs                                                                                                                                                                                                                   | (779,495)                             |                                  |                                        |                                         | (779,495)                           
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Translation adjustment                                                                                                                                                                                                              |                                       |                                  | (159,026)                              |                                         | (159,026)                           
|                                                                                                                                                                                                                                    |                                       |                                  |                                        |                                         |                                     
|Net loss                                                                                                                                                                                                                            |                                       |                                  |                                        | (5,068,583)                             | (5,068,583)                         
|                                                                                                                                                                                                                                    |                                      
|Balance at
  March 31, 1995                                                                                                                                                                                                         | 9,707,617                             | (2,086,685)                      | (288,124)                              | (7,112,008)                             | 222,909                             
|                                                                                                                                                                                                                                    |                                      

The accompanying notes are an
integral part of these consolidated financial statements.



F-6

---



THE TRACKER CORPORATION OF AMERICA
(A Development Stage Company)

---

CONSOLIDATED STATEMENT OF
SHAREHOLDERS' EQUITY (DEFICIT)



|                                                                 |           |  | SHARES    |   |             |   | AMOUNTS              
|---------------------------------------------------------------- | --------- |  | --------- | - | ----------- | - | ---------------------
|                                                                 |           |  |          
|                                                                 |           |  |           |   | Class B     |   |                      
|                                                                 | Preferred |  | Common    |   | Common      |   | Preferred            
|                                                                 | Stock     |  | Stock     |   | Stock       |   | Stock                
|                                                                 |           |  |          
|                                                                 |           |  |           |   |             |   |                      
|Share proceeds received re Regulation S offering                 |           |  |           |   |             |   | $                   -
|made before March 31, 1995 (Cash - $225,280)                     |           |  |           |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Consulting services received re shares issued                    |           |  | 14,582    | * |             |   |                      
|before March 31, 1995 (Cash - $ Nil)                             |           |  |           |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Marketing services received re shares issued                     |           |  | 266,664   | * |             |   |                      
|to LL Knickerbocker Co.  (Cash - $ Nil)                          |           |  |           |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares issued to Directors as compensation  (Cash - $Nil)        |           |  | 98,858    |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares issued to Amerasia for marketing services (Cash - $Nil)   |           |  |           |   | 30,000      |   |                      
|Less: services not yet received                                  |           |  |           |   | (12,500)    | * |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares cancelled (Cash - $Nil)                                   |           |  | (171)     |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares issued pursuant to S-8 for employees, consultants and     |           |  | 770,000   |   |             |   |                      
|a director  (Cash - $Nil)                                        |           |  |           |   |             |   |                      
|Less: employment and consulting services not yet received        |           |  | (340,939) | * |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|                                                                 |           |  | 200,000   |   |             |   |                      
|Less: shares proceeds to be received                             |           |  |           |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Share proceeds received from private placement (Cash - $250,000) |           |  | 250,000   |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares issued upon exercise of warrants at Canadian $1 per share |           |  |           |   | 849,803     |   |                      
|(Cash - $619,166)                                                |           |  |           |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares issued to officers (Cash - $Nil)                          |           |  | 630,000   |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares issued to a consultant (Cash - $Nil)                      |           |  | 7,500     |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares issued for investor relation services (Cash - $Nil)       |           |  | 200,000   |   |             |   |                      
|Less: services not yet received                                  |           |  | (200,000) | * |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares issued to employees for employment services (Cash - $Nil) |           |  |           |   | 14,176      |   |                      
|                                                                 |           |  |           |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares exchanged as per exchange agreement (Cash - $Nil)         |           |  | 1,133,365 |   | (1,133,365) |   |                      
|                                                                 |           |  |           |   |             |   |                      
|Shares issued for conversion from debenture holders (Cash -$Nil) |           |  | 991,434   |   |             |   |                      
|                                                                 |           |  |           |   |             |   |                      
|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   |   | $                   -
|                                                                 |           |  |          

---



(CONTINUED)

|                                                                                            |               |                                     | AMOUNTS                             |                                     |                  
|------------------------------------------------------------------------------------------- | ------------- | ----------------------------------- | ----------------------------------- | ----------------------------------- | -----------------
|                                                                                            |              
|                                                                                            | Paid in       |                                     |                                     | Deficit Accumulated                 |                  
|                                                                                            | Capital in    |                                     | Other                               | During                              |                  
|                                                                                            | Excess        | Other                               | Comprehensive                       | Development                         |                  
|                                                                                            | of Par        | Capital                             | Income                              | Stage                               | Total            
|                                                                                            |               |                                     |                                     |                                     |                  
|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 (Cash - $ Nil)                                                        |               |                                     |                                     |                                     |                  
|                                                                                            |               |                                     |                                     |                                     |                  
|Marketing services received re shares issued                                                |               | 666,400                             |                                     |                                     | 666,665          
|to LL Knickerbocker Co.  (Cash - $ Nil)                                                     |               |                                     |                                     |                                     |                  
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares issued to Directors as compensation  (Cash - $Nil)                                   | 86,402        |                                     |                                     |                                     | 86,501           
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares issued to Amerasia for marketing services
       (Cash - $Nil)                       | 44,496        |                                     |                                     |                                     | 44,496           
|Less: services not yet received                                                             |               | (18,630)                            |                                     |                                     | (18,630)         
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares cancelled (Cash - $Nil)                                                              | (1)           |                                     |                                     |                                     | -                
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares issued pursuant to S-8 for employees,
 consultants and     a director  (Cash - $Nil) | 769,230       |                                     |                                     |                                     | 770,000          
|                                                                                            |               |                                     |                                     |                                     |                  
|Less: employment and consulting services not yet received                                   |               | (340,598)                           |                                     |                                     | (340,939)        
|                                                                                            |               |                                     |                                     |                                     |                  
|                                                                                            | 199,800       |                                     |                                     |                                     | 200,000          
|Less: shares proceeds to be received                                                        | (117,000)     |                                     |                                     |                                     | (117,000)        
|                                                                                            |               |                                     |                                     |                                     |                  
|Share proceeds received from private placement (Cash -
    $250,000)                        | 249,750       |                                     |                                     |                                     | 250,000          
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares issued upon exercise of warrants at Canadian
 $1 per share   (Cash - $619,166)       | 619,166       |                                     |                                     |                                     | 619,166          
|                                                                                            |               |                                     |                                     |                                     |                  
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares issued to officers (Cash - $Nil)                                                     | 826,245       |                                     |                                     |                                     | 826,875          
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares issued to a consultant (Cash - $Nil)                                                 | 9,836         |                                     |                                     |                                     | 9,844            
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares issued for investor relation services
        (Cash - $Nil)                          | 262,300       |                                     |                                     |                                     | 262,500          
|Less: services not yet received                                                             |               | (262,300)                           |                                     |                                     | (262,500)        
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares issued to employees for employment services
        (Cash - $Nil)                    | 22,716        |                                     |                                     |                                     | 22,716           
|                                                                                            |               |                                     |                                     |                                     |                  
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares exchanged as per exchange agreement (Cash - $Nil)                                    | (1,134)       |                                     |                                     |                                     | -                
|                                                                                            |               |                                     |                                     |                                     |                  
|Shares issued for conversion from debenture holders (Cash -$Nil)                            | 728,537       |                                     |                                     |                                     | 729,529          
|                                                                                            |               |                                     |                                     |                                     |                  
|Share issue cost from April 1, 1995 to March 31, 1996                                       | (214,357)     |                                     |                                     |                                     | (214,357)        
|                                                                                            |               |                                     |                                     |                                     |                  
|Translation adjustment                                                                      |               |                                     | 47,224                              |                                     | 47,224           
|                                                                                            |               |                                     |                                     |                                     |                  
|Net loss from April 1, 1995 to March 31, 1996                                               |               |                                     |                                     | (6,090,730)                         | (6,090,730)      
|                                                                                            |              
|                                                                                            |               |                                     |                                     |                                     |                  
|Balance as at March 31, 1996                                                                | $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.







F-7

---



THE TRACKER CORPORATION OF AMERICA
(A Development Stage Company)

---

CONSOLIDATED STATEMENT OF
SHAREHOLDERS' EQUITY (DEFICIT)

|                                                                              |           |  | SHARES     |   |             |  | AMOUNTS    
|----------------------------------------------------------------------------- | --------- |  | ---------- | - | ----------- |  | -----------
|                                                                              |           |  |           
|                                                                              |           |  |            |   | Class B     |  |            
|                                                                              | Preferred |  | Common     |   | Common      |  | Preferred  
|                                                                              | Stock     |  | Stock      |   | Stock       |  | Stock      
|                                                                              |           |  |           
|                                                                              |           |  |            |   |             |  |            
|Marketing services received re shares issued                                  |           |  |            |   |             |  |            
|to LL Knickerbocker Co.  (Cash - $ Nil)                                       |           |  | 133,336    | * |             |  | $         -
|                                                                              |           |  |            |   |             |  |            
|Shares issued to Directors as compensation (Cash - $Nil)                      |           |  | 34,445     |   |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Marketing services received from Amerasia  (Cash - $Nil)                      |           |  |            |   | 5,000       |  |            
|                                                                              |           |  |            |   |             |  |            
|Employment and consulting services and Directors' fees
 received re S-8       |           |  |            |   |             |  |            
|(Cash - $Nil)                                                                 |           |  | 1,740,938  | * |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Shares issued for conversion from debenture holders
       (Cash -$Nil)       |           |  | 1,433,443  |   |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Preferred shares issued from private placement
       (Cash - $1,050,000)     | 1,050     |  |            |   |             |  | 1          
|                                                                              |           |  |            |   |             |  |            
|Common shares issued for conversion from preferred
      stockholder          | (1,050)   |  | 4,365,136  |   |             |  | (1)        
|(Cash - $Nil)                                                                 |           |  |            |   |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Shares exchanged as per exchange agreement (Cash - $Nil)                      |           |  | 1,268,825  |   | (1,268,825) |  |            
|                                                                              |           |  |            |   |             |  |            
|Shares issued to employees for employment services
      (Cash-$Nil)          |           |  | 26,000     |   |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Shares issued for consulting services (Cash-$Nil)                             |           |  | 208,250    |   |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Shares issued in lieu of finder fee for debenture holders
       (Cash -$Nil) |           |  | 52,906     |   |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Shares issued in lieu of finder fee for preferred stockholders  (Cash -$Nil)  |           |  | 112,500    |   |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Shares issued pursuant to W.Marches S-8 stock payment plan                    |           |  | 333,272    |   |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Shares issued for office rental expense  ( Cash $ Nil)                        |           |  | 615,780    |   |             |  |            
|Less: rental expense not yet amortized                                        |           |  | (530,255)  | * |             |  |            
|                                                                              |           |  |            |   |             |  |            
|Share issue cost from April 1, 1996 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   |  | $         -
|                                                                              |           |  |           
|                                                                              |           |  |            |   |             |  |            



---



CONTINUED

|                                                                              | AMOUNTS     
|----------------------------------------------------------------------------- | ------------
|                                                                              |             
|                                                                              | Paid in     
|                                                                              | Capital in  
|                                                                              | Excess      
|                                                                              | of Par      
|                                                                              |             
|                                                                              |             
|Marketing services received re shares issued                                  |             
|to LL Knickerbocker Co.  (Cash - $ Nil)                                       | $  (999,600)
|                                                                              |             
|Shares issued to Directors as compensation (Cash - $Nil)                      | 15,466      
|                                                                              |             
|Marketing services received from Amerasia  (Cash - $Nil)                      | (11,124)    
|                                                                              |             
|Employment and consulting services and Directors' fees
 received re S-8       |             
|(Cash - $Nil)                                                                 | 316,054     
|                                                                              |             
|Shares issued for conversion from debenture holders
       (Cash -$Nil)       | 653,566     
|                                                                              |             
|Preferred shares issued from private placement
       (Cash - $1,050,000)     | 1,049,999   
|                                                                              |             
|Common shares issued for conversion from preferred
      stockholder          | (4,363)     
|(Cash - $Nil)                                                                 |             
|                                                                              |             
|Shares exchanged as per exchange agreement (Cash - $Nil)                      | (1,269)     
|                                                                              |             
|Shares issued to employees for employment services
      (Cash-$Nil)          | 12,474      
|                                                                              |             
|Shares issued for consulting services (Cash-$Nil)                             | 49,634      
|                                                                              |             
|Shares issued in lieu of finder fee for debenture holders
       (Cash -$Nil) | 52,853      
|                                                                              |             
|Shares issued in lieu of finder fee for preferred stockholders  (Cash -$Nil)  | 44,887      
|                                                                              |             
|Shares issued pursuant to W.Marches S-8 stock payment plan                    | 87,668      
|                                                                              |             
|Shares issued for office rental expense  ( Cash $ Nil)                        | 153,329     
|Less: rental expense not yet amortized                                        |             
|                                                                              |             
|Share issue cost from April 1, 1996 to March 31, 1997                         | (224,741)   
|                                                                              |             
|Translation adjustment                                                        |             
|                                                                              |             
|Net loss from April 1, 1996 to March 31, 1997                                 |             
|                                                                              |             
|                                                                              |             
|Balance as at March 31, 1997                                                  | 15,207,895  
|                                                                              |             

The accompanying notes are an integral part of these consolidated financial statements.



F-8

---



THE TRACKER CORPORATION OF AMERICA
(A Development Stage Company)

---

CONSOLIDATED STATEMENT OF
SHAREHOLDERS' EQUITY (DEFICIT)

|                                                                  |           |  | SHARES      |  |             |  | AMOUNTS              
|----------------------------------------------------------------- | --------- |  | ----------- |  | ----------- |  | ---------------------
|                                                                  |           |  |            
|                                                                  |           |  |             |  | Class B     |  |                      
|                                                                  | Preferred |  | Common      |  | Common      |  | Preferred            
|                                                                  | Stock     |  | Stock       |  | Stock       |  | Stock                
|                                                                  |           |  |            
|                                                                  |           |  |             |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares issued pursuant to W.Marches S-8 stock payment plan        |           |  | 339,755     |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares issued for office rental expense ( Cash $ Nil)             |           |  | 153,945     |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares exchanged as per exchange agreement (Cash - $Nil)          |           |  | 2,240,053   |  | (2,240,053) |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares issued to employee for employment services                 |           |  | 19,303      |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares issued for consulting services                             |           |  | 539,583     |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Share proceeds received from private placement (Cash - $30,000)   |           |  | 500,000     |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|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   |  | $                   -
|                                                                  |           |  |            
|                                                                  |           |  |             |  |             |  |                      
|Share proceeds received from private placement (Cash - $30,000)   |           |  | 1,441,500   |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Net Profit (loss) from April 1, 1997 to March 31, 1998            |           |  |             |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Translation adjustment                                            |           |  |             |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares exchanged as per exchange agreement (Cash - $Nil)          |           |  | 1,549,490   |  | (1,549,490) |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares issued for office rental expense ( Cash $ Nil)             |           |  | 672,096     |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares issued for consulting services                             |           |  | 2,427,478   |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Share proceeds received from private placements (Cash - $795,745) |           |  | 14,244,063  |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares issued pursuant to S-8 for employees                       |           |  | 13,175,996  |  |             |  |                      
|and consultants  (Cash - $Nil)                                    |           |  |             |  |             |  |                      
|Less: employment and consulting services not yet received         |           |  | (2,000,000) |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|Shares issued in prior years as prepayment of rent and consulting |           |  |             |  |             |  |                      
|services, written-off in year ended March 31, 1998                |           |  | 601,312     |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|                                                                  |           |  |             |  |             |  |                      
|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   |  | $                   -
|                                                                  |           |  |            

---



CONTINUED

|                                                                                                    |                            |               | AMOUNTS       |                     |                                    
|--------------------------------------------------------------------------------------------------- | -------------------------- | ------------- | ------------- | ------------------- | -----------------------------------
|                                                                                                    |                           
|                                                                                                    | Paid in                    |               |               | Deficit Accumulated |                                    
|                                                                                                    | Capital in                 |               | Other         | During              |                                    
|                                                                                                    | Excess                     | Other         | Comprehensive | Development         |                                    
|                                                                                                    | of Par                     | Capital       | Income        | Stage               | Total                              
|                                                                                                    |                           
|                                                                                                    |                            |               |               |                     |                                    
|                                                                                                    |                            |               |               |                     |                                    
|Shares issued pursuant to W.Marches S-8 stock payment plan                                          | $         69,659           |               |               |                     | $         70,000                   
|                                                                                                    |                            |               |               |                     |                                    
|Shares issued for office rental expense ( 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)                     
|                                                                                                    |                           
|                                                                                                    |                            |               |               |                     |                                    
|Share proceeds received from private placement
       (Cash - $30,000)                              | $        
  43,840         |               |               |                     |                                    
|                                                                                                    |                            |               |               |                     |                                    
|Net Profit (loss) from April 1, 1997 to March 31, 1998                                              |                            |               |               |                     |                                    
|                                                                                                    |                            |               |               |                     |                                    
|Translation adjustment                                                                              |                            |               |               |                     |                                    
|                                                                                                    |                            |               |               |                     |                                    
|                                                                                                    |                            |               |               |                     |                                    
|                                                                                                    |                            |               |               |                     |                                    
|Shares exchanged as per exchange agreement (Cash - $Nil)                                            | $                  (1,549) |               |               |                     | $                                 -
|                                                                                                    |                            |               |               |                     |                                    
|Shares issued for office rental expense ( 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 integral
parts of these consolidated financial statements.



F-9

---



THE TRACKER CORPORATION OF AMERICA
(A Development Stage Company)

---

CONSOLIDATED STATEMENT OF
SHAREHOLDERS' EQUITY (DEFICIT)



|                                                                  |           |  | SHARES     |  |           |  | AMOUNTS         
|----------------------------------------------------------------- | --------- |  | ---------- |  | --------- |  | ----------------
|                                                                  |           |  |           
|                                                                  |           |  |            |  | Class B   |  |                 
|                                                                  | Preferred |  | Common     |  | Common    |  | Preferred       
|                                                                  | Stock     |  | Stock      |  | Stock     |  | Stock           
|                                                                  |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Shares exchanged as per exchange agreement (Cash - $Nil)          |           |  | 279,400    |  | (279,400) |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Expense balance of office rental expense                          |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Shares issued for consulting services                             |           |  | 100,000    |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Share proceeds received from private placements (Cash - $203,583) |           |  | 1,500,000  |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Shares issued pursuant to S-8 for employees                       |           |  | 2,359,530  |  |           |  |                 
|and consultants  (Cash - $Nil)                                    |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Balance of share proceeds received - R. Zuk (Cash - $20,000)      |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Balance of consulting services received                           |           |  | 2,000,000  |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Share issue cost from April 1, 1999 to March 31, 2000             |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Net Profit (loss) from April 1, 1999 to March 31, 2000            |           |  |            |  |           |  |                 
|                                                                  |           |  |           
|                                                                  |           |  |            |  |           |  |                 
|Balance as at March 31, 2000                                      | -         |  | 56,627,509 |  | 793,594   |  | $              -
|                                                                  |           |  |           
|                                                                  |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Shares exchanged as per exchange agreement (Cash - $Nil)          |           |  | 186,864    |  | (186,864) |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Shares issued pursuant to S-8 for employees                       |           |  |            |  |           |  |                 
|and consultants  (Cash - $Nil)                                    |           |  | 14,975,571 |  |           |  |                 
|Less: services not yet received                                   |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|shares issued in lieu of reimbursement of employee                |           |  |            |  |           |  |                 
|expenses and advances                                             |           |  | 2,210,400  |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Translation adjustment                                            |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Shares issued on conversion of Bridge Notes (Note 9)              |           |  | 9,717,425  |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Shares issued on exercise of stock options (Cash - $209,643)      |           |  | 2,688,578  |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|                                                                  |           |  |            |  |           |  |                 
|Net Profit (loss) from April 1, 2000 to March 31, 2001            |           |  |            |  |           |  |                 
|                                                                  |           |  |           
|                                                                  |           |  |            |  |           |  |                 
|Balance as at March 31, 2001                                      |           |  | 86,406,347 |  | 606,730   |  | $              -
|                                                                  |           |  |           
|                                                                  |           |  |            |  |           |  |                 

---



CONTINUED

|                                                                          |                             |                 | AMOUNTS                    |                     |                                     
|------------------------------------------------------------------------- | --------------------------- | --------------- | -------------------------- | ------------------- | ------------------------------------
|                                                                          |                            
|                                                                          | Paid in                     |                 |                            | Deficit Accumulated |                                     
|                                                                          | Capital in                  |                 | Other                      | During              |                                     
|                                                                          | Excess                      | Other           | Comprehensive              | Development         |                                     
|                                                                          | of Par                      | Capital         | Income                     | Stage               | Total                               
|                                                                          |                            
|                                                                          |                             |                 |                            |                     |                                     
|                                                                          |                             |                 |                            |                     |                                     
|Shares exchanged as per exchange agreement (Cash - $Nil)                  | $                   (279)   |                 |                            |                     | $                                -  
|                                                                          |                             |                 |                            |                     |                                     
|Expense balance of office rental expense                                  |                             | 43,767          |                            |                     | 43,767                              
|                                                                          |                             |                 |                            |                     |                                     
|Shares issued for consulting services                                     | 17,900                      |                 |                            |                     | 18,000                              
|                                                                          |                             |                 |                            |                     |                                     
|Share proceeds received from private placements
        (Cash - $203,583) | 202,083                     |                 |                            |                     | 203,583                             
|                                                                          |                             |                 |                            |                     |                                     
|Shares issued pursuant to S-8 for employees                               | 352,375                     |                 |                            |                     | 354,735                             
|and consultants  (Cash - $Nil)                                            |                             |                 |                            |                     |                                     
|                                                                          |                             |                 |                            |                     |                                     
|Balance of share proceeds received - R. Zuk (Cash - $20,000)              |                             | 262,500         |                            |                     | 262,500                             
|                                                                          |                             |                 |                            |                     |                                     
|Balance of consulting services received                                   |                             | 58,000          |                            |                     | 60,000                              
|                                                                          |                             |                 |                            |                     |                                     
|Share issue cost from April 1, 1999 to March 31, 2000                     | (247,682)                   |                 |                            |                     | (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                                              | $  16,981,878               | $      (60,000) | (126,267)                  | $    (19,564,979)   | $  (2,712,739)                      
|                                                                          |                            
|                                                                          |                             |                 |                            |                     |                                     
|                                                                          |                             |                 |                            |                     |                                     
|Shares exchanged as per exchange agreement (Cash - $Nil)                  | $                     (187) |                 |                            |                     | $                                  -
|                                                                          |                             |                 |                            |                     |                                     
|Shares issued pursuant to S-8 for employees                               |                             |                 |                            |                     |                                     
|and consultants  (Cash - $Nil)                                            | 870,579                     | 60,000          |                            |                     | 945,555                             
|Less: services not yet received                                           |                             | (248,336)       |                            |                     | (248,336)                           
|                                                                          |                             |                 |                            |                     |                                     
|shares issued in lieu of reimbursement of employee                        |                             |                 |                            |                     |                                     
|expenses and advances                                                     | 136,454                     |                 |                            |                     | 138,664                             
|                                                                          |                             |                 |                            |                     |                                     
|Translation adjustment                                                    |                             |                 | 126,267                    |                     | 126,267                             
|                                                                          |                             |                 |                            |                     |                                     
|Shares issued on conversion of Bridge Notes (Note 9)                      | 540,283                     |                 |                            |                     | 550,000                             
|                                                                          |                             |                 |                            |                     |                                     
|Shares issued on exercise of stock options (Cash - $209,643)              | 206,955                     |                 |                            |                     | 209,643                             
|                                                                          |                             |                 |                            |                     |                                     
|                                                                          |                             |                 |                            |                     |                                     
|                                                                          |                             |                 |                            |                     |                                     
|Net Profit (loss) from April 1, 2000 to March 31, 2001                    |                             |                 |                            | (2,210,800)         | (2,210,800)                         
|                                                                          |                            
|                                                                          |                             |                 |                            |                     |                                     
|Balance as at March 31, 2001                                              | $  18,735,962               | $    (248,336)  | $                        - | $    (21,775,779)   | $  (3,201,746)                      
|                                                                          |                            

The accompanying notes are an
integral part of these consolidated financial statements.

F-10

---



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    
|                                                       |           |  |            |  |         |  |                            |          
|                                                       |           |  |            |  |         |  |                            |          
|                                                       |           |  |            |  |         |  |                            |          
|Shares issued pursuant to S-8 for employees            |           |  |            |  |         |  |                            |          
|and consultants  (Cash - $Nil)                         |           |  | 1,220,000  |  |         |  |                            | 1,220    
|                                                       |           |  |            |  |         |  |                            |          
|                                                       |           |  |            |  |         |  |                            |          
|                                                       |           |  |            |  |         |  |                            |          
|                                                       |           |  |            |  |         |  |                            |          
|                                                       |           |  |            |  |         |  |                            |          
|Shares issued on conversion of Bridge Notes (Note 9)   |           |  | 5,773,653  |  |         |  |                            | 5,774    
|                                                       |           |  |            |  |         |  |                            |          
|                                                       |           |  |            |  |         |  |                            |          
|Net Profit (loss) from April 1, 2001 to March 31, 2002 |           |  |            |  |         |  |                            |          
|                                                       |           |  |           
|                                                       |           |  |            |  |         |  |                            |          
|                                                       |           |  |            |  |         |  |                            |          
|Balance as at March 31, 2002                           |           |  | 93,400,000 |  | 606,730 |  | $                        - | $  93,400
|                                                       |           |  |           
|                                                       |           |  |            |  |         |  |                            |          

---



CONTINUED

|                                                       |                 |                            | AMOUNTS                              |                     |                  
|------------------------------------------------------ | --------------- | -------------------------- | ------------------------------------ | ------------------- | -----------------
|                                                       |                
|                                                       | Paid in         |                            |                                      | Deficit Accumulated |                  
|                                                       | Capital in      |                            | Other                                | During              |                  
|                                                       | Excess          | Other                      | Comprehensive                        | Development         |                  
|                                                       | of Par          | Capital                    | Income                               | Stage               | Total            
|                                                       |                
|                                                       |                 |                            |                                      |                     |                  
|                                                       |                 |                            |                                      |                     |                  
|                                                       |                 |                            |                                      |                     |                  
|Shares issued pursuant to S-8 for employees            |                 |                            |                                      |                     |                  
|and consultants  (Cash - $Nil)                         | 43,485          | 248,336                    |                                      |                     | 293,041          
|                                                       |                 |                            |                                      |                     |                  
|                                                       |                 |                            |                                      |                     |                  
|                                                       |                 |                            |                                      |                     | 0                
|                                                       |                 |                            |                                      |                     |                  
|Shares issued on conversion of Bridge Notes (Note 9)   | 96,810          |                            |                                      |                     | 102,584          
|                                                       |                 |                            |                                      |                     |                  
|                                                       |                 |                            |                                      |                     |                  
|Net Profit (loss) from April 1, 2001 to March 31, 2002 |                 |                            |                                      | (1,266,687)         | (1,266,687)      
|                                                       |                
|                                                       |                 |                            |                                      |                     |                  
|                                                       |                 |                            |                                      |                     |                  
|Balance as at March 31, 2002                           | $    18,876,257 | $                        - | $                                  - | $  (23,042,466)     | $     (4,072,809)
|                                                       |                





F-11

---





THE TRACKER
CORPORATION OF AMERICA
(A Development State Company)
Notes to Consolidated Financial Statements

---



NOTE 1 – CESSATION OF OPERATIONS

The Tracker Corporation of America discontinued active operations on December 15, 2001.  The bridge financing arranged by
Management through one of the Company’s secured creditors was cancelled after two months. Consequently Tracker had no choice
but to cease all active business operations.

NOTE 2 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES AND CORPORATE HISTORY:

Our 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 3 - 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.  Our secured creditors,
headed by SovCap Equity Partners PLC are currently working to secure adequate capital through the private placement of securities
for the purpose of maximizing shareholder value through the acquisition of a new business unit.  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  the year ended March 31, 1999, and our independent accountant as of and for each of the
years ended March 31, 2000 and March 31, 2001, 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-12

---



THE TRACKER
CORPORATION OF AMERICA
(A Development State Company)
Notes to Consolidated Financial Statements

---



NOTE 4 - 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-13

---



THE TRACKER
CORPORATION OF AMERICA
(A Development State 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.

NOTE 5 - DUE FROM SHAREHOLDERS:

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

NOTE 6 – DUE TO RELATED PARTIES:

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

F-14

---



THE TRACKER
CORPORATION OF AMERICA
(A Development State Company)
Notes to Consolidated Financial Statements

---



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 $7,534.  See Note 1.

NOTE 8 - ACCRUED LIABILITIES:

Accrued liabilities comprise the following:

|                                            |   | March 31,
      2002 |   | March 31,
      2001
|------------------------------------------- | - | -------------------- | - | --------------------
|                                            |   |                      |   |                     
|                                            | $ | 1,303,239            | $ | 503,086             
|Interest expense for convertible debentures |   | 20,000               |   | 170,000             
|Others                                      |   |                      |   |                     
|                                            | $ | 1,323,239            | $ | 673,086             
|                                            |   |                      |   |                     

Other accrued liabilities include: professional fees

NOTE  9 – BRIDGE NOTES:

We have outstanding  $1,875,000 and $1,720,000 at March 31, 2002 and  2001 respectively, in venture capital funding
from off shore investors through the issuance of convertible bridge financing notes and associated warrants.

Total interest incurred and included in loss from discontinued operations  is $ 755,129 and $222,612 for years ended March
31, 2002 and 2001 respectively. Interest rates for these notes range from 8% to 60%. A substantial portion of late registration
penalties (24% per annum) have been forgiven by the SovCap Partners LLC.

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, 2002 and 2001 subordinated debentures in the amount of $465,790 bearing interest at 15%
annually.  Total interest incurred and included in loss from discontinued operations

F-15

---



THE TRACKER
CORPORATION OF AMERICA
(A Development State Company)
Notes to Consolidated Financial Statements

---



is $57,105 and $70,765  for year
ended March 31, 2002 and 2001 respectively. At March 31, 2002, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(iv)  | During the years ended March 31, 1999 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             





|                                 | For year
 ended
 March 31, 2001 | Weighted-
 Average
 Exercise Price | Grant Date
Fair Value | From
 inception
 May 6, 1993
 through
 March 31, 2001 | Weighted-
 Average
 Exercise
 Price | Grant Date
Fair
 Value
|-------------------------------- | ------------------------------- | ---------------------------------- | --------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------
|                                 |                                
|Options:                         |                                 |                                    |                       |                                                       |                                     |                       
|Opening (*)                      | 6,941,403                       |                                    |                       |                                                       |                                     |                       
|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 (***)  |                                 |                                    |                       | 2,598,390                                             | $0.07                               | $0.07                 
|Granted during the period (****) |                                 |                                    |                       | 400,000                                               | $0.10                               | $0.10                 



F-16

---



THE TRACKER
CORPORATION OF AMERICA
(A Development State Company)
Notes to Consolidated Financial Statements

---



|Granted during the period
(*****)   |           |        |  | 1,700,000 | $0.115 | $0.115
|----------------------------------- | --------- | ------ |  | --------- | ------ | ------
|Granted during the period
(******)  |           |        |  | 260,871   | $0.098 | $0.115
|Granted during the period
(*******) |           |        |  | 857,142   | $0.047 | $0.035
|Exercised during the
period         |           |        |  |           |        |       
|Expired/cancelled
during period     | 6,941,403 | $0.220 |  | 1,665,000 | $0.75  |       
|                                    |           |        |  |           |        |       
|Closing                             | NIL       |        |  | 6,941,403 | $0.220 |       
|                                    |           |        |  |           |        |       



|(*)       | 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.
|(*****)   | 2,200,000 options were issued in December 1999 vesting proportionately over three years, to management. Exercise
rights extend for ten years from date of vesting.                                            
|(******)  | 260,871 options were issued
in December1999 vesting proportionately over three years, to non employee directors. Exercise rights extend for ten years from date
of vesting.                                   
|(*******) | 857,142 options were issued in December2000 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.



|                            | For year
 ended
 March 31,
 2002 | Exercise
 Price | For year
 ended
 March 31,
 2001 | Exercise
 Price
|--------------------------- | -------------------------------- | --------------- | -------------------------------- | ---------------
|                            |                                 
|Warrants (Common Stock ):   |                                  |                 |                                  |                
|Opening                     | 1,750,000                        | N/A             | 950,000                          | N/A            
|Issued during the period    |                                  |                 | 800,000                          | $.011 - $0.40  
|Exercised during the period | 0                                |                 | 0                                |                
|Expired during the period   | 0                                |                 | 0                                |                
|                            |                                  |                 |                                  |                
|Closing                     | 1,750,000                        |                 | 1,750,000                        |                
|                            |                                  |                 |                                  |                



|(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

---



THE TRACKER
CORPORATION OF AMERICA
(A Development State 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 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.                                                                                                                                                                                           
|(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.
|(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.                                                                                                                 

F-18

---



THE TRACKER
CORPORATION OF AMERICA
(A Development State Company)
Notes to Consolidated Financial Statements

---



|(xviii) | 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.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(xix)   | During the year ended March 31, 2001, the Company issued 14,475,571 shares of common stock amounting to $873,091 pursuant to the
registration statement on S-8 to thirteen employees and eighteen consultants as payment in lieu of salaries and consulting
fees.   
|(xx)    | During the year ended March 31, 2001, SovCap Equity Partners exchanged $550,000 of their Bridge Notes for 9,717,425 shares of
common stock.                                                                                                                         
|(xxi)   | During the year ended March 31, 2002, the Company issued 1,220,000 shares of common stock amounting to $44,705 to four
consultants as payment in lieu of consulting fees.                                                                                           
|(xxii)  | During the year ended March 31, 2002, SovCap Equity Partners exchanged $75,000 plus interest of their Bridge Notes for 5,773,653
shares of common stock.                                                                                                            
|(xvii)  | In December 2001, at our annual general meeting, the shareholders approved the increase of the authorized number of common
shares from 93,400,000 to 193,400,000 shares.                                                                                            



NOTE 12 - COMMITMENTS:

Leases

Office space is leased through Global Tracker Corporation. The current lease requires a monthly payment of $3,968. The lease
term is five years, expiring November 30, 2004. Rental expense for the year ended March 31, 2002 amounted to $ 27,925 and $47,872
for the year ended March 31, 2001Global Tracker is currently in default under the terms of the lease.

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,     $ 189,000 for the year ended March 31, 2002
and $375,000 for the year ended March 31, 2001.

F-19

---



THE TRACKER
CORPORATION OF AMERICA
(A Development State Company)
Notes to Consolidated Financial Statements

---



NOTE 14 - INCOME TAXES:

The estimated deferred tax asset of $6,038,000 and $5,454,000, representing benefit for the income tax effects of the
accumulated losses for the period from inception (May 6, 1993) to March 31, 2002 and March 31, 2001 respectively, has not been
recognized due to the uncertainty of future realization of such benefits.  Estimated net operating losses aggregating
$16,167,000 ($14,567,000 as at March 31,2001) expire starting in 2001; the benefit of these losses has not been reflected in these
consolidated financial statements.

|                                                          |   | March
31, 
      2002 |   | March 31,
      2001
|--------------------------------------------------------- | - | --------------------- | - | --------------------
|                                                          |   |                       |   |                     
|Deferred tax liabilities                                  | $ | 0                     | $ | 0                   
|Deferred tax assets 
                Net operating losses |   | 5,916,000             |   | 5,454,000           
|                                                          |   |                       |   |                     
|                                                          |   | 5,916,000             |   | 5,454,000           
|Valuation allowance                                       |   | (5,916,000)           |   | (5,454,000)         
|                                                          |   |                       |   |                     
|                                                          | $ | 0                     | $ | 0                   
|                                                          |   |                       |   |                     

The valuation allowance did increase by  $462,000 during the year.

NOTE 15 – DISCONTINUED OPERATIONS

Net liabilities of discontinued operations comprise the following:

|                                           |   | March 31,
2002 |   | March 31,
2001
|------------------------------------------ | - | -------------- | - | --------------
|                                           |   |                |   |               
|Current Assets                             |   |                |   |               
|Due from related parties                   | $ | -              | $ | 149,716       
|Prepaid expenses and deposits              |   | -              |   | 12,000        
|                                           |   |                |   |               
|Total Assets                               | $ | -              | $ | 161,716       
|                                           |   |                |   |               
|                                           |   |                |   |               
|Current Liabilities                        |   |                |   |               
|Accounts payable                           | $ | 182,961        | $ | 458,972       
|Accrued liabilities                        |   | 1,323,239      |   | 673,086       
|Debenture payable                          |   | 31,809         |   | 31,809        
|Convertible debentures                     |   | 465,790        |   | 465,790       
|                                           |   |                |   |               
|Total liabilities                          | $ | 2,003,799      | $ | 1,629,656     
|                                           |   |                |   |               
|                                           |   |                |   |               
|Net liabilities of discontinued operations | $ | 2,003,799      | $ | 1,467,940     
|                                           |   |                |   |               



Net operating losses of discontinued operations comprise the following:



|                                  |   | For the Year ended March 31
|--------------------------------- | - | ---------------------------
|                                  |   |                            
|                                  |   | 2002                       
|                                  |   |                            
|Revenues                          | $ | 36,275                     
|                                  |   |                            
|Cost of sales                     |   | 14,739                     
|                                  |   |                            
|Development costs                 | $ | 1,288,224                  
|                                  |   |                            
|                                  |   |                            
|Loss from discontinued operations |   | $   1,266,687              
|                                  |   |                            

NOTE 16 – SUBSEQUENT EVENTS

On April 8, 2002 and June 7, 2001 one of the company’s larger creditors, SovCap Equity Partners, Ltd.
(“SovCap”), loaned the Company in total $120,000 pursuant to a demand note in order that the Company could retained the
services of a consultant to assist it in the rehabilitation plans as well as to pay directors fees and certain accounting, legal
and other expenses in connection therewith. SovCap has guaranteed the payment of the $50,000 in fees due to the consultant, of
which $25,000 has already been paid.

As part of this restructuring, on June 7, 2002, SovCap converted its remaining convertible
bridge notes and received 5,848,749 shares of Common Stock, and on July 17, 2002 it exercised certain of the repricing warrants by
delivering certain of the notes evidencing the demand loans and received an additional 95,404,288 shares of Common Stock. As a
result of the foregoing, SovCap owns almost 50% of the outstanding shares of common stock and thereby  giving it the ability
to direct the policies of the Company and to control the outcome of substantially all matters which may be put to a vote of
Tracker's stockholders. It is currently contemplated that, Tracker will seek to effect certain transactions, including without
limitation a reverse stock split of the Common Stock (in a yet to be determined amount) and a merger or acquisition with an
operating business; however, no business has yet been identified.



F-20

---