<PAGE>


      As filed with the Securities and Exchange Commission on July 15, 2004

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549


                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

                   For the Quarterly Period Ended May 31, 2004

                        Commission file number 000-28506

                                TRACKPOWER, INC.
        (Exact name of small business issuer as specified in its charter)

         WYOMING                                      13-3411167
(State of Incorporation)                        (IRS. Employer ID No.)

                                 67 WALL STREET
                         SUITE 2211, NEW YORK, NY 10005
                    (Address of Principal Executive Offices)

                                 (212) 804-5704
                (Registrant's Telephone No. including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

          YES   X                                           NO
              -----                                             -----

The number of shares outstanding of each of the Registrant's class of common
equity, as of May 31, 2004 are as follows:

         CLASS OF SECURITIES                              SHARES OUTSTANDING
    Common Stock, $.0001 par value                            228,431,703

================================================================================


<PAGE>

                                TRACKPOWER, INC.



                                      INDEX

<TABLE>

<S>             <C>                                                                                       <C>
PART I.         FINANCIAL INFORMATION

Item 1.         Condensed Financial Statements (unaudited)
                       Condensed Balance Sheet..........................................................   3
                       Condensed Statements of Operations...............................................   4
                       Condensed Statements of Stockholders' Deficiency.................................   5
                       Condensed Statements of Cash Flows...............................................   6
                       Notes to Condensed Financial Statements..........................................   7

Item 2.         Management's Discussion and Analysis or Plan of Operation...............................  10


Item 3.         Controls and Procedures.................................................................  14


PART II.        OTHER INFORMATION

Item 1.         Legal Proceedings.......................................................................  15

Item 2.         Change in Securities and Use of Proceeds................................................  15

Item 3.         Defaults Upon Senior Securities.........................................................  15

Item 4.         Submission of Matters to a Vote of Security Holders.....................................  15

Item 5.         Other Information.......................................................................  15

Item 6.         Exhibits and Reports on Form 8-K........................................................  16
                          A)  Exhibit Schedule
                          B)  Reports Filed on Form 8-K

Signatures and Certifications...........................................................................  18
</TABLE>


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS.

                                TRACKPOWER, INC.
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)
                                  May 31, 2004

<TABLE>

<S>                                                                                   <C>
ASSETS
Current Assets:
   Cash                                                                               $  38,004
------------------------------------------------------------------------------------------------

Total current assets                                                                     38,004
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------

Office equipment                                                                         44,646
   Less:    Accumulated depreciation                                                   (31,161)
------------------------------------------------------------------------------------------------
       Net office equipment                                                              13,485

Investments                                                                              60,000

------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                          $ 111,489
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities:
   Accounts payable (including $147,288 due to related parties)                       $ 320,777
   Accrued interest                                                                     143,436
   Accrued Directors' Fees                                                               85,183
   Accrued professional fees                                                             29,302
   Senior subordinated convertible debentures, due October 31, 2004                     396,000
   Note payable                                                                          21,000
------------------------------------------------------------------------------------------------
       Total current liabilities                                                        995,698
------------------------------------------------------------------------------------------------

Commitments and contingencies (see Summary of Significant Accounting Policies)

Shareholders' deficiency:
   Convertible preferred stock, no par value, unlimited shares authorized,
   none issued                                                                                -
   Common stock, $.0001 par value; unlimited shares authorized, 228,431,703
   shares, issued and outstanding                                                        22,843
   Additional paid in capital                                                        23,836,887
   Common stock subscribed                                                               52,000
   Accumulated deficit                                                             (24,795,939)
------------------------------------------------------------------------------------------------
       Total shareholders' deficiency                                                 (884,209)
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                      $   111,489
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>

                 See accompanying notes to financial statements.

                                       3

<PAGE>


                                TRACKPOWER, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                                            May 31,
                                                                                  2004                  2003
                                                                                  ----                  ----
<S>                                                                              <C>                 <C>
 Revenue
     Purse winnings                                                              $   -               $   540
 ------------------------------------------------------------------------------------------------------------
     Total revenue                                                                   -                   540

 Operating expenses:
     Wages and consulting fees                                                  39,872                43,058
     Management fees, related party                                             30,000                     -
     Trainer and equine fees                                                         -                 4,718
     Professional fees                                                           9,000                11,299
     General and administrative                                                 25,364                22,965
 ------------------------------------------------------------------------------------------------------------
     Total operating expenses                                                  104,236                82,040

 Loss from operations                                                        (104,236)              (81,500)

 Other (income) expenses:
     Gain on extinguishment of debt                                                  -             (407,475)
     Gain on sale of distribution rights                                             -              (13,713)
     Realized loss on marketable securities                                          -                   800
     Interest                                                                    8,100                 8,996
     Depreciation and amortization                                               1,723                 1,830
 ------------------------------------------------------------------------------------------------------------
     Total other (income) expenses                                               9,823             (409,562)

 Net income (loss)                                                          $(114,059)              $328,062
 ============================================================================================================

 Basic and diluted earnings (loss) per share of common stock:
 Weighted average number of common shares outstanding                      224,098,369           191,066,203
 Basic earnings (loss) per share                                              $(0.001)                $0.002
 Diluted earnings per share                                                          -                $0.002
</TABLE>

                 See accompanying notes to financial statements.


                                       4

<PAGE>

                                TRACKPOWER, INC.
                CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                            Common Stock
                                                     ----------------------------
                                                                                  Additional                     Total
                                                                                    Paid-in    Accumulated   Stockholders'
                                                        Shares          Amount      Capital      Deficit       Deficiency
                                                     -------------     ---------- ------------ ------------- ---------------
<S>                                                  <C>            <C>            <C>         <C>             <C>
Balance, February 28, 2003                           191,066,203    $     19,106   23,255,721  (24,664,599)    (1,389,772)

Net earnings for year three month period ended May
 31, 2003                                                      -               -            -     328,062         328,062

                                                     -------------     ---------- ------------ ------------- ---------------
Balance, May 31, 2003                                191,066,203    $     19,106   23,255,721  (24,336,537)    (1,061,710)
                                                     -------------     ---------- ------------ ------------- ---------------
</TABLE>

<TABLE>
<CAPTION>
                                                Common Stock
                                         ---------------------------
                                                                       Common     Additional                     Total
                                                                        Stock       Paid-in    Accumulated   Stockholders'
                                           Shares          Amount    Subscribed     Capital      Deficit       Deficiency
                                         ------------     ---------- ------------ ------------ ------------- ---------------
<S>                                      <C>           <C>               <C>       <C>         <C>               <C>
Balance, February 29, 2004               218,831,703   $     21,883      137,000   23,666,847  (24,681,880)      (856,150)

Common stock issued in connection with
private placements                         4,600,000            460     (46,000)       45,540           -               -

Common stock subscribed                            -              -       61,000            -           -          61,000

Common stock issued for settlement of
professional fees                          2,500,000            250    (100,000)       99,750           -               -

Common stock issued for investment         2,500,000            250                    24,750                      25,000

Loss for the three month period ended
 May 31, 2004                                      -              -            -            -    (114,059)       (114,059)

                                         ------------     ---------- ------------ ------------ ------------- ---------------
Balance, May 31, 2004                    228,431,703   $     22,843       52,000   23,836,887  (24,795,939)      (884,209)
                                         ------------     ---------- ------------ ------------ ------------- ---------------
</TABLE>

                 See accompanying notes to financial statements.


                                       5

<PAGE>

                                TRACKPOWER, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                                             May 31,

                                                                                           2004                  2003
                                                                                           ----                  ----
   -------------------------------------------------------------------------------------------------------------------
   <S>                                                                               <C>                     <C>
   NET CASH FROM OPERATIONS
            Net income (loss)                                                        $(114,059)              $328,062
            Adjustments to reconcile net earnings (loss)
            to net cash used in operating activities:
            Depreciation and amortization                                                 1,723                 1,830
            Loss on marketable securities                                                     -                   800
            Gain on extinguishment of debt                                                    -             (407,475)
        Changes in:
            Accounts payable and accrued expenses                                        71,293                85,587
   -------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in) operating activities                                 (41,043)                 8,804
   -------------------------------------------------------------------------------------------------------------------

   CASH FLOWS FROM FINANCING ACTIVITIES:
             Proceeds from common stock subscribed                                       61,000                     -
   -------------------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                                             61,000                     -
   -------------------------------------------------------------------------------------------------------------------

   -------------------------------------------------------------------------------------------------------------------
   Increase in cash                                                                      19,957                 8,804
   -------------------------------------------------------------------------------------------------------------------
   CASH,  beginning of period                                                            18,047                   492
   -------------------------------------------------------------------------------------------------------------------
   CASH,  end of period                                                                 $38,004                $9,296
   -------------------------------------------------------------------------------------------------------------------
</TABLE>

Noncash activities:

During the three month period ended May 31, 2004, the Company issued 2,500,000
shares of its common stock to acquired a $25,000 face value convertible
debenture of Diversified Racing Investments Inc.


                 See accompanying notes to financial statements.


                                       6

<PAGE>


                                TRACKPOWER, INC.

                     Notes to Condensed Financial Statements
                                  May 31, 2004

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS

         TrackPower's present business strategy and direction is primarily to
acquire interests in horseracing tracks and also to evaluate other horseracing
industry opportunities.

         RECENT DEVELOPMENTS

         RACETRACK OWNERSHIP OPPORTUNITIES

         Tioga Park

         On September 5, 2002, the Company announced that it was pursuing
ownership of a horseracing track located in New York State known as Tioga Park.
Tioga Park consists of approximately 138 acres, including a 5/8 mile track, a
grand stand, horse barns, jockey quarters building, horse auction facility and
other necessary buildings to operate a horseracing facility. The property was
previously operated as a quarter horse track and recently served as a concert
venue.

         Tioga Park has been the subject of bankruptcy proceedings for over one
year. During 2003 Asolare II Inc. (Asolare), a related party of TrackPower,
started negotiating with the debtor in possession of Tioga Park to transfer the
title of the property to Asolare. Asolare purchased the underlying debt
instruments from the debtor in possession's secured lender.

         On March 8, 2004, the Company announced that an agreed upon
reorganization plan had been filed in the United States District Court for the
Northern District of New York to convey the Tioga Park racetrack to Asolare.

             The Company also announced that Jeffery Gural through Southern Tier
Properties (an entity controlled by Mr. Gural) was going to become a partner
with the Company in the track acquisition and future development. Mr. Gural is
Chairman of Newmark & Company Real Estate, Inc. (Newmark) which owns or manages
approximately 150 buildings in the Metropolitan New York area. Mr. Gural is
responsible for all acquisitions and the managing and leasing of the properties
that Newmark's partners have an ownership position in. Mr. Gural is also
responsible for the supervision of Newmark's non-institutional portfolio.

         On May 27, 2004, the District Court approved the confirmation of the
sale of the Tioga Park property to Asolare. The approval is subject to a stay
period which expired on June 14, 2004.

         On June 24, 2004 the Company along with co-venturer, Southern Tier
Acquisitions, LLC announced that it had formed a New York Limited Liability
Company called Tioga Downs Racetrack, LLC, which had taken title to the former
Tioga Park Racetrack in Tioga County New York. The Company also announced that
an application was already pending before the New York State Racing and Wagering
Board for a license to operate a harness track


                                       7


<PAGE>

meet for 56 days a year from May through early September. Tioga Downs Racetrack,
LLC is also seeking a license to conduct Simulcast racing and wagering year
round at the track. Discussions are also ongoing for the new company to obtain
the rights to operate a "Racino" with Video Lottery Terminals at the racetrack.

         As part of this transaction, the Company agreed to acquire the Tioga
Park Racetrack from Asolare in exchange for 33,000,000 shares of its common
stock, an 8%, 3 year, $1,650,000 note payable (secured by its interest in Tioga
Downs Racetrack, LLC) and 16.5% of the Company's share of dividends (or income)
from Tioga Park Racetrack, LLC for the first five years. The Company also agreed
that, at their option, up to two of Asolare's shareholders could join
Trackpower's board of directors. The Company also agreed to transfer its
ownership position in Tioga Park Racetrack to Tioga Downs Racetrack, LLC for a
50% ownership interest.

         This necessary legal documentation to close has not been finalized as
of this date; however the Company expects to close during July or August 2004.

         Southern Tier Acquisitions, LLC (Southern Tier) obtained its 50%
interest in the newly formed Tioga Downs Racetrack, LLC through a cash
contribution of $1,500,000. The Southern Tier cash contribution has been made to
Tioga Downs Racetrack, LLC.

         Mr. Gural will be the Chief Executive Officer of Tioga Park Racetrack,
LLC and be responsible for the day to day affairs of the track. Mr. Gural is a
major owner and breeder of Standardbred racehorses and operates a farm in
Stanfordville in Dutchess County New York.

         Wheat City Horse Park

         On March 29, 2004, the Company and Diversified Racing Investments Inc.
(Diversified Racing) announced that they had entered into an exclusive
engagement letter with Wheat City Horse Park Committee, Manitoba Standardbred
Sires and Breeders Association and Manitoba Harness Horsemen Inc., for the
development of a business plan and feasibility study for a new harness racetrack
in Brandon, Manitoba. Diversified Racing is a related party to TrackPower in
that Mr. Simmonds is one of the founding directors of Diversified Racing and a
director and officer of TrackPower also.

         The Wheat City Horse Park project business plan and feasibility study
began in April 2004 and the business opportunity will be fully explained in a
proposal to be presented to the provincial and local governments. It is
anticipated that the proposal will include opening the facility during the
spring of 2006.

         Although there can be no assurances, the Company is confident that
these racetrack ownership opportunities will be consummated.


         BASIS OF PRESENTATION

         The accompanying unaudited financial statements of TrackPower, Inc.
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
item 310(b) of Regulation S-B. Accordingly they do not include all of the
information and footnotes required by generally


                                       8

<PAGE>

accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended May 31, 2004 are not necessarily indicative
of the results that may be expected for the fiscal year ending February 28,
2005. For further information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the fiscal
year ended February 29, 2004.

         GOING CONCERN

         The accompanying financial statements have been prepared assuming the
Company will continue on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has suffered recurring losses from operations during
its operating history. The ability of the Company to continue as a going concern
is dependent upon obtaining future financing and profitable operations.
Management is in the process of evaluating future business opportunities, which
would generate revenue to sustain the operations of the Company. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

         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 the reported amounts of revenues and expenses during the
reporting period. Significant estimates include the recoverability of assets
and the fair value of common stock and other equity securities issued. Actual
results could differ from those estimates.

         CONTINGENCIES

         During the three month period ended May 31, 2003, the Company recorded
a gain of $407,475 on extinguishment of debt. Included in the gain was $400,000
owed to a third party for transponder fee services provided up to August 2000.
In 1999, the Company signed an agreement with Transponder Encryption Services
Corporation ("TESC") to broadcast a simulcast signal of live horseracing to
subscribers under the EchoStar Dish Network. This agreement provided for a base
monthly fee, plus a portion of revenues to be paid to EchoStar for the four-year
term of the agreement. Effective August 3, 2000, the agreement was terminated
with both parties claiming a breach of contract by the other party. The Company
has attempted to resolve the matter with TESC but has been unable to obtain a
response and therefore has opted to remove the liability from the balance sheet
and treat the liability as a contingency.

         The Company has also opted to eliminate $7,475 in miscellaneous
historic liabilities related to previous business opportunities for which the
creditors have ceased communicating with the Company.

         INVESTMENTS

         During fiscal 2004, the Company purchased a $25,000 convertible note of
Diversified Racing Investments Inc. (a private related party) for cash and
exchanged a racehorse valued in


                                       9

<PAGE>

the Company's financial statements at $10,000 for another convertible note of
Diversified Racing Investments Inc. having a face value of $25,000. The second
convertible note has been valued at the exchange value of $10,000 due to the
non-cash nature of the exchange and because Diversified Racing is a related
party. The Convertible notes; 1) bear interest at 10%, 2) are secured by all the
operating assets of Diversified Racing, 3) automatically convert into common
shares of Diversified Racing upon the listing of the shares on a public stock
exchange, 4) upon conversion the total series (CAD$1,000,000) shall convert into
common shares that constitute 50% of the outstanding common shares as
constituted at closing of this series of the note offering, 5) Diversified
Racing may repay the principal and interest, with out penalty, at any time after
the first anniversary of issuance, and 6) have a term of two year.

         The Company acquired a third $25,000 convertible note by issuing
2,500,000 shares of the Company's common stock. The Company valued the third
convertible note at $25,000 based on the value of the common stock issued. The
Company ascribed the value of $25,000 to the common stock, due to private
placements completed for cash at this level at the same time. These convertible
notes are valued collectively at $60,000 on May 31, 2004.

         These notes are considered "held to maturity" investments and are
recorded at amortized cost. Any unrealized losses that are perceived to be an
other than temporary impairment will be recorded as realized losses through the
Company's statement of operations.


         During fiscal 2001, the Company purchased 80,000 shares of common stock
of a quoted US entity. These securities are considered "available for sale," and
accordingly, are recorded at market value with unrealized gains or losses
recorded as a separate component of stockholders' equity (deficit).

         During fiscal 2004 the Company recorded a realized loss on these
marketable securities of $800, on the basis that the unrealized loss was
perceived to be an other than temporary impairment of the share value. At May
31, 2004, the carrying value of the common stock of a quoted US entity was zero.

         CONVERTIBLE DEBENTURES

         The senior subordinated convertible debentures bear interest at 8% per
annum, payable annually on October 31, commencing on October 31, 2000, and
mature October 31, 2004. The debentures are automatically convertible into
common stock of the Company upon maturity, at the rate of $0.50 per share. The
debentures may also be converted at the option of the Company, as defined, or
the holder. Upon conversion, each share of common stock will be accompanied by a
three year warrant to purchase common stock at $0.75 per share.

         At May 31, 2004, $396,000 in senior subordinated convertible debentures
were outstanding for which interest due on October 31, 2000, 2001, 2002 and 2003
remains unpaid. Non payment of interest could constitute an event of default if
notice were served. As of July 15, 2004, the Company has not received any
notices of default and accordingly has classified such convertible debt as a
current liability.

         NET EARNINGS AND LOSS PER SHARE

         Loss per common share is based on the weighted average number of shares
outstanding


                                       10

<PAGE>

during each period presented. Convertible debentures, options to purchase stock
and warrants are included as common stock equivalents only when dilutive.
Potential common stock equivalents totaling approximately 1.0 million shares at
May 31, 2004 have been excluded as the effects of such shares would have been
anti-dilutive.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         FORWARD LOOKING COMMENTS

         Certain matters discussed in this Quarterly Report may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and as such may involve risks and uncertainties.
These forward-looking statements relate to, among other things, expectations of
the business environment in which the Company operates, projections of future
performance, perceived opportunities in the market and statements regarding the
Company's goals. The Company's actual results, performance, or achievements
expressed or implied in such forward-looking statements may differ.

         RESULTS OF OPERATIONS

         FOR THE THREE MONTH PERIOD ENDED MAY 31, 2004

         Revenues for the three month period ended May 31, 2004 were zero
compared to $540 during the comparative period in the prior year. Revenues
during the three month period ended May 31, 2003 consisted of purse winnings
from the Company's racehorse. The Company disposed of its remaining racehorse
during fiscal 2004 and has opted to focus other horseracing industry
opportunities.

         Operating expenses totaled $104,236 during the three-month period ended
May 31, 2004 approximately $22,000 higher than during the three month period
ended May 31, 2003.

         Wages and consulting fees were $39,872 during the three month period
ended May 31, 2004 compared to $43,058 during the comparative period in the
prior year. The wages and consulting fees during the three month period ended
May 31, 2003 represented the employment costs of executive staff and an
allocation of an accounting staff member. Wages and consulting costs during the
three month period ended May 31, 2004 consisted of payroll costs of accounting
staff totaling $6,963 and various consulting fees totaling $32,909. The Company
also accrued $30,000 in management fees to a related party for executive
management services of the Company's officers.

         General and administrative expenses were $22,965 during the three month
period ended May 31, 2003 compared to $25,364 during the three month period
ended May 31, 2004.

         Within general and administrative costs; 1) travel, meals and
entertainment totaled $9,404 during the three month period ended May 31, 2004
and were zero in the comparative quarter in the prior year, 2) auto lease,
repair and gasoline expenses were $4,398 during the three month period ended May
31, 2004 down from $6,714 in the comparative period in the prior year, 3)
directors fees were static at $3,750 in both quarters, 4) rent and insurance
expenses were $2,815 in the current quarter and $4,773 in the prior year, 5)
corporate fees were $1,805 during the three month period ended May 31, 2004
compared to $1,218 in the comparative period in the prior year, 6) telephone and
cellular costs were $790 during the current quarter, down from


                                       11

<PAGE>

$2,651 during the three month period ended May 31, 2003, 7) foreign exchange
losses were reduced from $1,618 during the three month period ended May 31, 2003
to a gain of $175 during the current quarter, and 8) other miscellaneous costs
totaled $2,577 during the current quarter and $2,241 during the prior quarter,
no single category of expense exceeding $1,500.

         Professional fees were $9,000 during the current quarter slightly down
from $11,299 during the comparative period in the prior year. Accounting fees
were $7,500 during the three month period ended May 31, 2003 and $9,000 during
the quarter ended May 31, 2004. Legal fees were $3,799 during the quarter ended
May 31, 2003 and zero in the current quarter. The decrease is a result of the
legal fees attributable to Tioga Park acquisition were borne by a related party.

         Trainer and equine fees totaled $4,718 during the three month period
ended May 31, 2003 compared to zero in the current quarter. Trainer and equine
fees were eliminated in the current quarter due to the disposal of the Company'
remaining racehorse during fiscal 2004.

         The loss from operations has been increased, primarily due to
management fees charged by a related party for executive management services of
the Company's officers.

         Other income totaled $409,562 during the three month period ended May
31, 2003 compared to other expense of $9,823 during the current quarter.

         Other income during the three month period ended May 31, 2003 included
a gain on extinguishment of debt of $407,475 in the current quarter. Included in
the gain was $400,000 owed to a third party for transponder fee services
provided up to August 2000. In 1999, the Company signed an agreement with
Transponder Encryption Services Corporation ("TESC") to broadcast a simulcast
signal of live horseracing to subscribers under the Echostar Dish Network. This
agreement provided for a base monthly fee, plus a portion of revenues to be paid
to EchoStar for the four-year term of the agreement. Effective August 3, 2000,
the agreement was terminated with both parties claiming a breach of contract by
the other party. The Company has attempted to resolve the matter with TESC but
has been unable to obtain a response and therefore has opted to remove the
liability from the balance sheet and treat the liability as a contingency. The
Company also opted to eliminate $7,475 in miscellaneous historic liabilities
related to previous business opportunities where the creditor has ceased
communicating with the Company.

         The Company sold the rights to distribute certain Midland Land Mobile
Radios in certain territories of Western Canada to a third party for $13,713
during the three month period ended May 31, 2003, which had previously been
written off in fiscal 2001. The Company for several years had not been pursuing
the distribution business strategy and management opted to realize a cash value
on the rights.

         The Company also realized a loss on marketable securities of $800
during the three month period ended May 31, 2003. The securities had been listed
on the NASD over-the-counter-bulletin-board but were delisted during the current
quarter and accordingly management made the decision to write off the remaining
value.

         Interest expense on the Company's senior subordinated convertible
debentures were reduced from $8,996 during the three month period ended May 31,
2003 to $8,100 during the current quarter. Interest expense is reduced due to
the conversion of certain debentures during fiscal 2004.


                                       12

<PAGE>

         Depreciation and amortization expense was $1,830 a year ago and $1,723
during the current quarter.

         The Company recorded net income of $328,062 during the three month
period ended May 31, 2003 (less than $0.01 per share) compared to a net loss of
$114,059 (also less than $0.01 per share) during the comparative period in the
current year. The change is primarily the result of the $407,475 gain on
extinguishment of debt described above.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The discussion and analysis of results of operations and financial
condition are based upon the financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP). The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. Management evaluates the estimates on an on-going basis,
including those related to bad debts, investments, customer accounts, intangible
assets, income taxes, and contingencies and litigation. Management bases its
estimates on historical experience and on various other assumptions that they
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. Note 2 of the "Notes
to Financial Statements" of the Company's Annual Audited Financial Statements
includes a summary of the significant accounting policies and methods used in
the preparation of the financial statements. The following is a brief
description of the more significant accounting policies and methods the Company
uses.

Revenue Recognition:

Revenue is recorded when earned and consists of:

         Purse winnings

         The Company receives purse winnings for racehorses acquired in fiscal
2003.

Fair Value of Financial Instruments:

         Cash, accounts payable, accrued expenses, note payable and convertible
debentures are carried in the financial statements at amounts which approximate
fair value.

Investments:

         The Company's investments consist of common stock of publicly quoted
company and convertible notes of a related private company. The common stock of
the publicly quoted company are considered "available for sale" and therefore
have been recorded at market value at the balance sheet date with unrealized
gains (losses) included as a separate component of stockholders' deficiency. The
convertible notes of a private company are considered as "held to maturity"
investments and are recorded at amortized cost. Any unrealized losses which are
considered "other than temporary" are classified as realized losses through
operations.


                                       13

<PAGE>

         FINANCIAL CONDITION

         During the three month period ended May 31, 2004, total assets
increased from $68,255 to $111,489. The increase is primarily the result of an
increase in cash balances (from $18,047 to $38,004) and an additional investment
in Diversified Racing convertible debentures (from $35,000 to $60,000).

         The Company's carrying value of office equipment was reduced from
$15,208 to $13,485 during the quarter due to normal depreciation of $1,723.

         Current liabilities of the Company increased from $924,405 at February
29, 2004 to $995,698 as at May 31, 2004. The in is primarily attributable to an
increase in accounts payable from $270,330 at February 29, 2004 to $320,777 at
May 31, 2004.

         The shareholders' deficit increased from $856,150 as at February 29,
2004 to $884,209 at May 31, 2004. Common stock, common stock subscribed and
additional paid in capital increased by $86,000 during the quarter. The increase
is attributable to private placements and common stock issued for an additional
investment in Diversified Racing Investments Inc. convertible debentures. The
Company's accumulated deficit increased from $24,681,880 at the beginning of the
period to $24,795,939 at the end of the quarter, as a result of the Company's
net loss of $114,059 during the period.


         LIQUIDITY AND CAPITAL RESOURCES

        During the three month period ended May 31, 2004 cash used in operating
activities totaled $41,043, primarily as a result of the net loss of $114,059
for the period reduced by non cash adjustments and changes in various working
capital items. Cash provided by financing activities totaled $61,000 and
represented additional private placements of common stock.

         The revenues of the Company are non-existent and therefore do not play
a role in financing operations. Management has decided to pursue a business
strategy that still involves the horseracing industry. The Company acquired two
racehorses both of which have now been disposed of. The Company continues to
evaluate other horseracing related opportunities.

        The Company historically has been able to raise funds by way of debt and
equity private placements to partially offset its operating losses. There can be
no assurance that the Company's ability to raise funds to satisfy its
obligations and sustain operations will continue.

        Management is hopeful that the new business direction of the Company
will substantially decrease the history of operating losses and provide the
ability to improve the Company's liquidity.

        The Company does not have any material sources of liquidity or off
balance sheet arrangements or transactions with unconsolidated subsidiaries.

         The Company will require additional capital over the next year in order
to satisfy existing liabilities and to provide funding to achieve its current
business plan. Failure to obtain such capital could adversely impact the
Company's operations and prospects.


                                       14

<PAGE>

         ITEM 3. CONTROLS AND PROCEDURES.

         The Company maintains a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management in a
timely manner. Management has reviewed this system of disclosure controls and
procedures, and believes that the system is operating in an effective way to
ensure appropriate and timely disclosure.

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                       15

<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         Not applicable.

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS.

         The Company received $61,000 during the current quarter for private
placement subscriptions totaling 6,100,000 common shares.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         The Company is technically in default of the senior subordinated
convertible debentures.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION.

         Not applicable.


                                       16


<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT      DOCUMENT
<S>          <C>
2            PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION

2.01         ARTICLES OF MERGER as filed with the New York Department of State on February 11, 1994 (incorporated by
             reference to Exhibit 2.1 to report on Form 8-K dated February 14, 1994).

2.02         ARTICLES OF MERGER as filed with the Wyoming Secretary of State on February 14, 1994 (incorporated by reference
             to Exhibit 2.2 to report on Form 8-K dated February 14, 1994).

2.03         AGREEMENT AND PLAN OF MERGER dated July 1, 1993 between the Company and Mont Rouge Resources, Inc. (incorporated
             as Exhibit A to Exhibit 2.2 above).

3            ARTICLES OF INCORPORATION AND BYLAWS

3.01         ARTICLES OF INCORPORATION OF MONT ROUGE RESOURCES, INC. AS FILED WITH THE NEW YORK DEPARTMENT OF STATE ON MARCH
             19, 1987. (incorporated by reference to Exhibit 3.1 to registration statement on Form S-1, File No. 33-6343).

3.02         ARTICLES OF AMENDMENT OF AMERICAN DIGITAL COMMUNICATIONS, INC. AS FILED WITH THE WYOMING SECRETARY OF STATE ON
             SEPTEMBER 7, 1999.

3.03         ARTICLES OF INCORPORATION OF THE COMPANY, as filed with the Wyoming Secretary of State on June 30, 1993
             (incorporated by reference to Exhibit 3.1 to report on Form 8-K dated July 14, 1993).

3.04         BYLAWS OF THE COMPANY (incorporated by reference to Exhibit 3.2 to report on Form 8-K dated July 14, 1993).

4            INSTRUMENTS ESTABLISHING RIGHTS OF SECURITY HOLDERS

4.01         SPECIMEN STOCK CERTIFICATE OF THE COMPANY (incorporated by reference to Exhibit 4.1 to report on Form 8-K dated
             July 14, 1993).

10           MATERIAL CONTRACTS

10.01        1993 INCENTIVE STOCK OPTION PLAN OF THE COMPANY dated July 15, 1993 (incorporated by reference to Exhibit 10.1
             to report on Form 8-K dated July 14, 1993).

10.02        1993 NON-STATUTORY STOCK OPTION PLAN OF THE COMPANY dated July 15, 1993 (incorporated by reference to Exhibit
             10.2 to report in Form 8-K dated July 14, 1993).

10.03        1993 EMPLOYEE STOCK COMPENSATION PLAN OF THE COMPANY dated July 15, 1993 (incorporated by reference to Exhibit
             10.3 to report on Form 8-K dated July 14, 1993).

10.04        1993 EMPLOYEE STOCK COMPENSATION PLAN OF THE COMPANY dated  November 5, 1993 ( incorporated by reference to
             Exhibit 10.4 to report on Form 8-K dated February 14, 1994).

10.05        ASSET PURCHASE AGREEMENT DATED NOVEMBER 8, 1996 FOR THE SALE OF CERTAIN LICENSING RIGHTS, DISTRIBUTION RIGHTS,
             AND RIGHT TO ACQUIRE UP TO $1,000,000 IN CERTAIN INVENTORY BY AND BETWEEN SIMMONDS CAPITAL LIMITED, SCL
             DISTRIBUTORS (WESTERN) LTD., MIDLAND INTERNATIONAL CORPORATION, AND AMERICAN DIGITAL COMMUNICATIONS, INC.
             (incorporated by reference to Exhibit 10.41)

10.06        AGREEMENT, DATED JANUARY 15, 1998, BETWEEN SIMMONDS CAPITAL LIMITED AND THE REGISTRANT (incorporated by
             reference to Exhibits 2 through 2.6 of the Registrant's Form 8-K, dated May 7, 1998).

10.11        DISTRIBUTION AND MANAGEMENT SERVICES AGREEMENT, DATED JUNE 13, 2001 BETWEEN THE REGISTRANT AND POST TIME
             TECHNOLOGIES INC. (incorporated by reference to Exhibit 99.1 of the Registrant's Form 8-K dated June 12, 2001).
</TABLE>

                                       17


<PAGE>

<TABLE>
<CAPTION>

EXHIBIT      DOCUMENT
<S>          <C>
99.1         CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
             OF 2002. *
</TABLE>


     (b) REPORTS ON FORM 8-K


             NONE.

* Filed herewith.

   (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)


                                       18


<PAGE>


                                   SIGNATURES

In accordance with the registration requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.



DATE:  JULY 15, 2004                   BY:     /s/ John G. Simmonds
                                               ---------------------------------
                                               John G. Simmonds
                                               President / CEO / CFO / Director
                                               (principal executive officer)


             PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER CERTIFICATION

I, John G. Simmonds, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of TrackPower, Inc.;
2.   Based on my knowledge this quarterly report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statement made, in light of the circumstances under which
     statements were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report.
4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in the Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and we have:
     (a)      Designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;
     (b)      Evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and
     (c)      Presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date.
5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors and the audit committee of the registrant's board of directors (or
     persons performing the equivalent function):
     (a)      All significant deficiencies in the design or operations of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and
     (b)      Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and
6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to


                                       19


<PAGE>

     significant deficiencies and material weaknesses.

Date:  July 15, 2004              By:  /s/ John G. Simmonds
                                       -----------------------------------------
                                       John G. Simmonds
                                       Principal Executive and Financial Officer


                                       20