UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q


(Mark
One)





[X]
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.For
      the Quarterly Period Ended November 30, 2009[  
      ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.





For the
transition period from ______________ to ________________





Commission
file number 000-28506





Gate
To Wire Solutions, Inc.


(Exact
Name of Small Business Issuer as Specified in Its Charter)





Nevada
            13-3411167(State
      or Other Jurisdiction of Incorporation)
            (I.R.S.
      Employer Identification No.)





3565
King Road, Suite 102


King
City, Ontario, L7B 1M3, Canada


(Address
of Principal Executive Offices)





(905)
833-9845


(Issuer’s
Telephone Number, 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 [  ]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).


Yes
[   ] No [  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer
            [  ]
            Accelerated
      filer
            [  ]Non-accelerated
      filer
            [  ] (Do
      not check if a smaller reporting company)
            Smaller
      reporting company
            [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[  ] No [X]


Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:





The
number of shares of common stock outstanding as February 16, 2010:
27,702,578














GATE
TO WIRE SOLUTIONS, INC.











INDEX











PART
      I.
            Financial
      InformationItem
      1.
            Condensed
      Consolidated Financial Statements (unaudited)Condensed
      Consolidated Balance Sheets
            3Condensed
      Consolidated Statements of Operations
            4Condensed
      Consolidated Statements of Stockholders’ Deficiency
            5Condensed
      Consolidated Statements of Cash Flows
            6Notes
      to Condensed Consolidated Financial Statements
            7Item
      2.
            Management's
      Discussion and Analysis or Plan of Operation
            11Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            14Item4.
            Controls
      and Procedures
            14PART
      II.
            Other
      InformationItem
      1.
            Legal
      Proceedings
            16Item
      2.
            Unregistered
      Sales of Equity Securities
            16Item
      3.
            Defaults
      Upon Senior Securities
            16Item4.
            Submission
      of Matters to a Vote of Security Holders
            16Item
      5.
            Other
      Information
            16Item
      6.
            Exhibits
            16Signatures
      and Certifications
            17














2











PART I. Financial
Information





Item
1.  Condensed Financial
Statements.





GATE TO
WIRE SOLUTIONS, INC. AND SUBSIDIARY


Consolidated
Balance Sheets








November
      30,
              2009
              (Unaudited)
            
            
            February
      28,
              2009
              (Audited)AssetsCurrent
      assetsCash
      and cash equivalents
            
            $
            -
            
            
            $
            1,593Due
      from related parties (note 3)
            
            
            1,502
            
            
            
            -Total
      current assets
            
            
            1,502
            
            
            
            1,593Total
      assets
            
            $
            1,502
            
            
            $
            1,593Liabilities and Stockholders'
      DeficiencyCurrent
      liabilitiesAccounts
      payable
            
            $
            312,431
            
            
            $
            292,381Due
      to related parties (note 3)
            
            
            802,933
            
            
            
            478,851Accrued
      expensesProfessional
      fees
            
            
            22,200
            
            
            
            14,000Other
            
            
            30,270
            
            
            
            20,000Total
      current liabilities
            
            
            1,167,834
            
            
            
            805,232Total
      liabilities
            
            $
            1,167,834
            
            
            $
            805,232Stockholders’
      deficiency (note 6)Preferred
      stock, 20,000,000 shares authorized $0.001 par value, none outstanding
      (note 6)
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value; 200,000,000 shares authorized, 27,702,578 shares
      issued and outstanding (February 28, 2009: 27,702,578)
            
            
            27,703
            
            
            
            27,703Additional
      paid-in capital
            
            
            34,200,027
            
            
            
            34,200,027Accumulated
      deficit
            
            
            (35,394,062)
            
            
            
            (35,031,369
            )Total
      stockholders’ deficiency
            
            
            (1,166,332)
            
            
            
            (803,639
            )Total
      liabilities and stockholders’ deficiency
            
            $
            1,502
            
            
            $
            1,593





See
accompanying notes to consolidated financial statements








3














GATE TO
WIRE SOLUTIONS, INC. AND SUBSIDIARY


Consolidated
Statements of Operations


(Unaudited)


Three
      Months Ended
                November
      30,
              
              
              Nine
      Months Ended
                November
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008Revenues:
              
              $
              -
              
              
              $
              -
              
              
              $
              
              
              
              $
              -Costs
      and expenses:Management fees, related
      party
              
              
              80,007
              
              
              
              79,407
              
              
              
              238,531
              
              
              
              239,096Professional
    fees
              
              
              10,594
              
              
              
              11,070
              
              
              
              23,054
              
              
              
              34,739General and
      administrative
              
              
              26,536
              
              
              
              119,324
              
              
              
              103,020
              
              
              
              195,900Foreign exchange loss
      (gain)
              
              
              10,691
              
              
              
              (12,276
              )
              
              
              41,088
              
              
              
              (19,120
              )Total costs and
      expenses
              
              
              127,828
              
              
              
              197,525
              
              
              
              405,693
              
              
              
              450,615Other
      income (Note 3)
              
              
              -
              
              
              
              -
              
              
              
              (43,000
              )
              
              
              -Net
      loss
              
              $
              (127,828
              )
              
              $
              (197,525
              )
              
              $
              (362,693
              )
              
              $
              (450,615
              )Loss
      per share of common stock – basic and diluted
              
              $
              (0.004
              )
              
              $
              (0.007
              )
              
              $
              (0.013
              )
              
              $
              (0.021
              )Weighted
      average number of common shares outstanding – basic and
      diluted
              
              
              27,702,578
              
              
              
              27,702,578
              
              
              
              27,702,578
              
              
              
              21,710,978





See
accompanying notes to consolidated financial statements














4











GATE TO
WIRE SOLUTIONS, INC. AND SUBSIDIARY


Consolidated
Statement of Changes in Stockholders’ Deficiency


November
30, 2009


(Unaudited)





Common
      Stock
            
            
            Additional
      Paid-in
            
            
            AccumulatedShares
            
            
            Amount
            
            
            Capital
            
            
            (Deficit)
            
            
            TotalBalance
      February 28, 2009
            
            
            27,702,578
            
            
            $
            27,703
            
            
            $
            34,200,027
            
            
            $
            (35,031,369)
            
            
            $
            (803,639)Net
      loss for the three months ended May 31, 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (123,586)
            
            
            
            (123,586)Balance
      May 31, 2009
            
            
            27,702,578
            
            
            $
            27,703
            
            
            $
            34,200,027
            
            
            $
            (35,154,955)
            
            
            $
            (927,225)Net
      loss for the three months ended August 31, 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (111,279)
            
            
            
            (111,279)Balance
      August 31, 2009
            
            
            27,702,578
            
            
            $
            27,703
            
            
            $
            34,200,027
            
            
            $
            (35,266,234)
            
            
            $
            (1,038,504)Net
      loss for the three months ended November 30, 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (127,828)
            
            
            
            (127,828)Balance
      November 30, 2009
            
            
            27,702,578
            
            
            $
            27,703
            
            
            $
            34,200,027
            
            
            $
            (35,394,062)
            
            
            $
            (1,166,332)


























See
accompanying notes to consolidated financial statements














5











GATE TO
WIRE SOLUTIONS, INC. AND SUBSIDIARY


Consolidated
Statements of Cash Flows


(Unaudited)


Nine
      Months Ended
              November
      30,2009
            
            
            2008Net
      cash from operationsNet (loss)
            
            $
            (362,693
            )
            
            $
            (450,615
            )Adjustments to reconcile net
      (loss)
              to net cash used in operating
      activities:Changes
      in:Accounts
      payable and accrued expenses
            
            
            38,520
            
            
            
            (38,078
            )Net
      cash used in operating activities
            
            
            (324,173
            )
            
            
            (488,693
            )Cash
      flows from financing activities:Due
      from/to related parties
            
            
            322,580
            
            
            
            378,340Net
      cash provided by financing activities
            
            
            322,580
            
            
            
            378,340(Decrease)
      in cash
            
            
            (1,593
            )
            
            
            (110,353
            )Cash,  beginning
      of period
            
            
            1,593
            
            
            
            110,522Cash,  end of
      period
            
            $
            -
            
            
            $
            169








Non-cash
activities:





During the nine months ended
November 30, 2009 the Company





1.
            Recorded
      a non-cash $43,000 gain as a result of the proceeds from a sale of
      property by a related party which were paid to
Gamecorp.








During the nine months ended
November 30, 2008 the Company:





1.
            Issued
      2,000,000 common shares valued at $102,333 pursuant to a private placement
      associated with disposal of trade name.2.
            Issued
      899,375 common shares valued at $99,875 pursuant to settlement with
      officers.3.
            Issued
      12,200,000 common shares valued at $3,439,836 pursuant to settlement of
      preferred share obligations.4.
            Issued
      150,000 common shares valued at $105,000 pursuant to common stock
      subscribed.5.
            Issued
      2,600,000 common shares valued at $244,322 in repayment of amounts owed
      for a related party liability.





The
Company did not make cash interest or tax payments during the nine month periods
ended November 30, 2009 or 2008.





See
accompanying notes to consolidated financial statements


6








GATE
TO WIRE SOLUTIONS, INC. AND SUBSIDIARY


Notes
to Condensed Consolidated Financial Statements


November
30, 2009








Note 1 - Summary of
Significant Accounting Policies





Going Concern Basis Of
Presentation





The
consolidated financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the liquidation of liabilities
in the ordinary course of business.  As shown in the accompanying
consolidated financial statements, the Company has a working capital deficit of
$1,166,332 at November 30, 2009.  As a result, substantial doubt
exists about the Company’s ability to continue to fund future operations using
its existing resources.





In order
to meet its near term obligations and provide the necessary funding for future
operations, the Company will have to raise additional financing.





The
Company heavily relies upon loans from related parties, specifically Gamecorp
Ltd. (“Gamecorp”), to further provide capital contributions to its investments.
As at November 30, 2009, Gamecorp holds a 16.9% ownership interest in the
Company. During the three month period ended November 30, 2009, Gamecorp further
advanced the Company $34,767.  As at November 30, 2009 the Company is
indebted to Gamecorp for $298,637.





Gamecorp
is an investment and merchant banking enterprise focused on the development of
its investments in the gaming and technology sectors.  Gamecorp’s
technology investments have suffered due to unforeseen events and the global
financial crisis. Gamecorp may not be able to provide additional capital over
the next year to the Company in order to satisfy existing liabilities and make
further capital contributions to its investments. Failure to obtain such capital
could adversely impact the Company’s operations and prospects.





Subsequent
events were evaluated through February 16, 2010, the date the financial
statements were issued.





Description of
Business





Gate To
Wire Solutions, Inc., (formerly TrackPower, Inc.) (the “Company”) was originally
incorporated under the laws of the State of Wyoming on June 30,
1993.  On July 25, 2008 at the Annual Meeting of Shareholders,
shareholders approved an Agreement and Plan of Merger providing for the merger
of TrackPower, Inc. with Gate to Wire Solutions, Inc., a Nevada corporation
which was a newly formed special purpose wholly owned subsidiary of TrackPower.
The Agreement and Plan of Merger became effective September 3,
2008.  Subsequent to the merger the Company began to conduct business
under the name Gate to Wire Solutions, Inc., which more accurately reflects the
nature of the business the Company is engaged in. Upon consummation of the
merger, each one hundred (100) outstanding shares of the Company’s Common Stock
was automatically converted into one (1) fully paid and non-assessable share of
outstanding Common Stock. Further information can be reviewed in the Company’s
Notice of Annual Shareholder Meeting and Proxy Statement.





All share
and per-share amounts in the accompanying consolidated statements and notes to
the consolidated financial statements have been adjusted to apply the effect of
the reverse stock split retrospectively.





Our
present business strategy and direction is to develop and operate a horseracing
video distribution venture in international markets.





Basis of
Presentation





The
accompanying unaudited consolidated financial statements of Gate To Wire
Solutions, Inc. have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly they do
not include all of the information and footnotes required by generally accepted
accounting principles in the United States 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 nine months ended November 30, 2009 are not
necessarily indicative of the results that may be expected for the fiscal year
ending February 28, 2010. For further information, refer to the financial
statements and footnotes thereto included in the Company’s annual report on Form
10-K for the fiscal year ended February 28, 2009.





Foreign
exchange gains for the three and nine month period ended November 30, 2008, have
been reclassified from general and administrative expenses for comparative
purposes.


7


Consolidated Financial
Statements





The
consolidated financial statements included the accounts of the Company and its
wholly owned subsidiaries. All inter-company transactions have been
eliminated.





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.








Note 2 – Recent Accounting
Pronouncements





In
December 2007, the Financial Accounting Standards Board issued FASB ASC 805
(prior authoritative literature SFAS No. 141(R), "Business
Combinations”.  FASB ASC 805 establishes principles and requirements
for how the acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, on any noncontrolling
interest in the acquiree, recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  FASB
ASC 805 was effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  As such, the Company
was required to adopt these provisions at the beginning of the fiscal year ended
February 28, 2010.  The Adoption of FASB ASC 805 did not have a
material effect on the consolidated financial statements.





In April
2009, the FASB issued FASB ASC 320-10-65 (prior authoritative literature, FSP
No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary Impairments”).  FASB ASC 320-10-65 amends the
other-than-temporary impairment guidance for debt securities to make the
guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. This guidance does not amend existing recognition and measurement
guidance related to other-than-temporary impairments of equity securities. The
provisions of FASB ASC 320-10-65 are effective for interim and annual reporting
periods ending after June 15, 2009, as such, the Company adopted the
standards in the quarter ended August 31, 2009. Adoption of FASB ASC 320-10-65
did not have a material effect on the consolidated financial
statements.





In April
2009, the FASB issued FASB ASC 320-12-65 (prior authoritative literature, FSP
No. FAS 107-1 and APB No. 28-1, “Interim Disclosures about Fair Value of
Financial Instruments”) which amends SFAS No. 107, Disclosures about Fair
Value of Financial Instruments, to require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded
companies, as well as in annual financial statements. This FSP also amends APB
Opinion No. 28, Interim Financial Reporting, to require those disclosures
in summarized financial information at interim reporting periods. FASB ASC
320-12-65 were effective for interim reporting periods ending after
June 15, 2009. Adoption of FASB ASC 320-12-65 did not have a material
effect on the financial statement disclosures.





In May
2009, the FASB issued FASB ASC 855-10 (prior authoritative literature, FSB
No. FAS 165, “Subsequent Events”). FASB ASC 855-10 established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued. FASB ASC 855-10
was effective for interim or annual financial periods ending after June 15,
2009, as such, the Company adopted the standards in the quarter ended August 31,
2009. FASB ASC 855-10 did not have a material effect on the financial position,
cash flows, or results of operations.





In June
2009, the FASB issued FASB ASC 105-10 (prior authoritative literature, FSB No.
FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles—a replacement of FASB Statement No.
162”), to formally establish the FASB Accounting Standards Codification as the
single source of authoritative, nongovernmental U.S. GAAP, in addition to
guidance issued by the SEC. On the effective date, the Codification will
supersede existing non-SEC accounting and reporting standards. All other
nongrandfathered non-SEC accounting literature not included in the Codification
becomes nonauthoritative. Therefore, from the effective date of the
Codification, there will no longer be levels of authoritative GAAP, rather there
will only be authoritative and nonauthoritative GAAP. All content within the
Codification carries the same level of authority. The Statement makes the
Codification effective for interim and annual periods ending after September 15,
2009.   The adoption of FASB ASC 105-10 did not have a material effect
on the consolidated financial statements.








8


Note 3 - Due to/from Related
Parties
 
 Periodically,
the Company advances funds and pays expenses on behalf of related parties and
funds are advanced and expenses





Amounts
due from related parties were:





November
      30,
              2009
            
            
            February
      28,
              2009Entities
      with common directors and/or officers
            
            $
            1,502
            
            
            $
            -








Amounts
due to related parties were:





November
      30,
              2009
            
            
            February
      28,
              2009Entities
      with common directors and/or officers
            
            $
            298,637
            
            
            $
            199,083Directors
      and/or officers of the Company
            
            
            281,693
            
            
            
            57,165Shareholder
            
            
            222,603
            
            
            
            222,603Total
            
            $
            802,933
            
            
            $
            478,851











Amounts
due to or from related parties are non-interest bearing, unsecured and do not
have any specific repayment terms.





The
Company instructed that cash proceeds of $43,000 from the sale of property by a
related party be paid to Gamecorp as a reduction of intercompany debt. The
Company settled all amounts owed to the related party through the issuance of
stock during the year ended February 28, 2009 and therefore the proceeds from
sale has been reflected as other income during the nine month period ended
November 30, 2009.








Note 4 - Loss per
Share





Loss per
common share is based on the weighted average number of shares outstanding
during each period presented. Warrants to purchase stock are included as common
stock equivalents only when dilutive.








Note 5 - Related Party
Transactions





During
the nine month period ended November 30, 2009, the Company paid and/or accrued
$238,531 in compensation to officers as management fees for their services and
$239,096 during the comparative period in the prior year.








Note 6 – Stockholders’
Deficiency





Common
Stock





The
Company has the authority to issue 200,000,000 shares of common stock, par value
$.001 per share. The holders of shares of common stock are entitled to receive
notice of, attend and vote at all meetings of the stockholders.  Each
share of common stock carries one vote at such meetings.





On July
25, 2008 at the Annual Meeting of Shareholders, shareholders approved an
Agreement and Plan of Merger providing for the merger of the TrackPower, Inc.
with Gate to Wire Solutions, Inc., a Nevada corporation which was a newly formed
special purpose wholly owned subsidiary of TrackPower. The Agreement and Plan of
Merger became effective September 3, 2008.  Subsequent to the merger
the Company began to conduct business under the name Gate to Wire Solutions,
Inc. which more accurately reflects the nature of the business the Company is
engaged in. Upon consummation of the merger, each one hundred (100) outstanding
shares of the Company’s Common Stock was automatically converted into one (1)
fully paid and non-assessable share of outstanding Common Stock. Further
information can be reviewed in the Company’s Notice of Annual Shareholder
Meeting and Proxy Statement.


9





All share
and per-share amounts in the accompanying consolidated statements and notes to
the consolidated financial statements have been adjusted to apply the effect of
the reverse stock split retrospectively.





As of
November 30, 2009, there were 27,702,578 shares of common stock issued and
outstanding.





Preferred
Stock





The
Company has the authority to issue 20,000,000 of shares of preferred stock,
having a $0.001 par value.  No preferred shares were issued at
November 30, 2009.





Stock
options





The
Company has no stock option plans.





Warrants





The
following is a summary of warrant activity for fiscal 2009.





Number
      of Shares to Purchase
              under
      WarrantsBalance
      February 28, 2009
            
            
            1,288,225Expired
            
            
            (1,288,225)Balance,
      November 30, 2009
            
            
            -








Note 7 – Subsequent
Events





In
December 2009, as a result of due diligence on the proposed transaction, the
Company and Signature Gaming Management Peru, S.A.C. (“SGM”) mutually agreed to
terminate their letter of intent.  The parties continue to discuss the
involvement of the Company in the project.





Subsequent
events were evaluated through February 16, 2010, the date the financial
statements were issued.





10





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





Forward Looking
Statements





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.  We are under
no duty to update, and do not undertake to update, any of the forward-looking
statements contained in this quarterly report to conform them to actual results
or to changes in our expectations.





Plan of
Operations





Development
Agreement





On April
15, 2009, the Company announced that it has entered into a development agreement
with Function Mobile, Inc. ("FMI") for an interactive Short-Message-Service
("SMS") platform targeting horseracing and pari-mutuel wagering markets in Latin
America.





FMI will
develop a suite of SMS wagering products and horseracing-based games on
behalf of, and in conjunction with the Company, who in turn will own outright
all intellectual property rights to the products, promotions and services
developed.





Once
developed, the Company will implement the wagering SMS platform in appropriate
Latin American locations, providing interface and interconnectivity to a tote
system and wagering hub so that the wagers can be processed in accordance with
all appropriate laws and regulations.





In
addition, FMI will provide Gate To Wire with technical support and ongoing
services as required for operation of the interactive SMS platform. For
promotion and distribution, FMI has committed to enter into agreements with
local telecommunications companies to provide SMS interconnectivity for the
operation, as well as marketing and promotion of the Gate To Wire interactive
SMS platform. Revenue collection will occur via telecom billing.





Gate To
Wire will pay an as yet to be determined development fee for each game developed
through this agreement based on an agreed upon scope of work, in addition to an
ongoing service fee of 10% of net revenues generated through the platform for
ongoing service and support





Signature Gaming Letter of
Intent





On April
23, 2009, the Company announced that it has entered into a Letter of Intent with
Signature Gaming Management Peru, S.A.C. to develop a gaming interface for both
Simulcast and Online Account Wagering for SGM's projects in Peru.





SGM is a
private entity formed to pursue gaming opportunities in Peru. It currently has
agreements with the Jockey Club of Arequipa ("JCA") to manage and operate its
newly constructed Carro Colorado Racetrack in Arequipa, as well as to conduct
race and sports wagering at the JCA-owned Social Club, which will also have a
slot machine casino operation. The Company will provide SGM with a
user-friendly, real-time online wagering experience featuring North American
horse racing product, previously unavailable in the region.





In
addition, the Company will provide SGM with a Wagering Interface for use at the
new Carro Colorado Racetrack, the Social Club Casino and other off-track
locations, specifically featuring live racing simulcast from North
America.





In
December 2009, as a result of due diligence on the proposed transaction, the
Company and SGM mutually agreed to terminate their letter of
intent.  The parties continue to discuss the involvement of the
Company in the project.








Results of
Operations





For
the three month period ended November 30, 2009 and 2008





Costs and
expenses totaled $127,828 during the three-month period ended November 30, 2009,
$69,697 lower than during the three month period ended November 30,
2008.  The Company’s decreased costs during the third quarter of the
current year are primarily a result of a reduction in general and administrative
costs.





11


Management
fees accrued and/or paid to related parties were $80,007 during the three month
period ended November 30, 2009 and $79,407 during the comparative period in the
prior year.  Management fees include executive management costs
including strategic planning, financing and horseracing industry consulting and
corporate secretarial services.





Professional
fees during the three month period end November 30, 2009 were $10,594 in
comparison to $11,070 during the prior period. During the three month period
ended November 30, 2009 the professional fees consisted of $5,875 in audit fees
and $4,719 in legal fees.





General
and administrative expenses were $26,536 during the three month period ended
November 30, 2009 compared to $119,324 during the three month period ended
November 30, 2008. General and administrative expenses are higher in the
previous year due to costs associated with pursuing the development and
operation of horseracing video distribution ventures in international markets.
General and administrative expenses during the three month period ended November
30, 2009 included: 1) travel, meals and entertainment of $4,229, 2) insurance
of $7,564, 3) directors fees of $10,373, and 4) other miscellaneous costs
of $4,370.





During
the three months ended November 30, 2009 the Company recorded a $10,691 foreign
exchange loss and a gain of $12,276 in the comparative prior year
period.  As a substantial portion of the Company’s related party
liabilities are denominate in Canadian dollars, the loss is attributed and a
result of the appreciation of the Canadian Dollar.





Our net
loss for the three months ended November 30, 2009 and November 30, 2008 is
$127,828 and $197,525, respectively.





For
the nine month period ended November 30, 2009 and 2008





Costs and
expenses totaled $405,693 during the nine-month period ended November 30, 2009,
$44,922 lower than during the nine month period ended November 30,
2008.  The Company’s decreased costs during the current year are
primarily a result of a reduction in general and administrative
costs.





Management
fees accrued and/or paid to related parties were $238,531 during the nine month
period ended November 30, 2009 and $239,096 during the comparative period in the
prior year.  Management fees include executive management costs
including strategic planning, financing and horseracing industry consulting and
corporate secretarial services.





Professional
fees during the nine month period end November 30, 2009 were $23,054 in
comparison to $34,739 during the prior period. During the nine month period
ended November 30, 2009 the professional fees consisted of $18,125 in audit fees
and $4,929 in legal fees. Professional fees  are higher in the
previous year due to costs associated with pursuing the development and
operation of horseracing video distribution ventures in international
markets.





General
and administrative expenses were $103,020 during the nine month period ended
November 30, 2009 compared to $195,900 during the nine month period ended
November 30, 2008. General and administrative expenses during the nine month
period ended November 30, 2009 included: 1) corporate fees of $7,273, 2) travel,
meals and entertainment of $17,363 3) insurance of $12,870, 4) directors
fees of $30,489, 5) consulting costs of $15,309, and 6) other miscellaneous
costs of $19,716.





During
the nine months ended November 30, 2009 the Company recorded a $41,088 foreign
exchange loss and a gain of $19,120 in the comparative prior year
period.  As a substantial portion of the Company’s related party
liabilities are denominate in Canadian dollars, the loss is attributed and a
result of the appreciation of the Canadian Dollar.





The
Company recorded other income of $43,000 during the three month period ended May
31, 2009, as a result of the sale of property by a related party. The Company
directed the cash proceeds to be paid to Gamecorp as a reduction of intercompany
debt. The Company settled all amounts owed to the related party through the
issuance of stock during the year ended February 28, 2009 and therefore the
proceeds paid to Gamecorp has been reflected as other income during the three
month period ended May 31, 2009.





Our net
loss for the nine months ended November 30, 2009 and November 30, 2008 is
$362,693 and $450,615, respectively.





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


12


estimates
under different assumptions or conditions. Note 2 of the "Notes to Financial
Statements" of the Company’s Annual Audited Financial Statements for the year
ended February 28, 2009 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.





Cash and cash
equivalents





The
Company considers cash and all highly liquid instruments purchased with an
original maturity of three months or less to be cash equivalents.





Concentrations
of credit risk





Financial
instruments which potentially subject the Company to concentrations of credit
risk consist principally of cash.  The Company places its cash with
high quality financial institutions.  At no time during the year did
the balance at one financial institution exceed insured limits.





Fair value of financial
instruments





Accounts
payable, accrued expenses, amounts due to related parties are carried in the
financial statements at amounts which approximate fair value.





Financial
Condition





During
the nine month period ended November 30, 2009, total assets decreased from
$1,593 to $1,502.





The
Company’s liabilities increased by $362,602 during the nine month period ended
November 30, 2009.  The increase is primarily a result of an increase
of $324,082 in amounts due to related parties.





Accounts
payable increased from$292,381 at the
beginning of the year to $312,431 at November 30, 2009.





Due to
related parties increased from $478,851 at February 28, 2009 to $802,933 at
November 30, 2009.  Amounts due to related parties represent $222,603
advance by a shareholder, $281,693 due to directors and/or officers of the
Company and $298,637 due to entities with common directors and /or officers of
the Company.  Amounts due to related parties are unsecured,
non-interest bearing and have no specific repayment terms.





Accrued
professional and other expenses increased by $18,470 during the nine month
period ended November 30, 2009 and primarily represent $11,625 in audit fees,
$10,575 in legal fees, $20,000 in relation to printing and mailing costs
associated with the annual filings and various other expenses of
$10,270.





The
stockholders’ deficiency increased from $803,639 at February 28, 2009 to
$1,166,332 at November 30, 2009. The increase is substantially attributable to
an increase in the accumulated deficit arising from the $362,693 loss for the
nine month period ended November 30, 2009.





Going
Concern





The
accompanying consolidated 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
consolidated 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.





Liquidity and Capital
Resources





Operations
were financed primarily through advances from related parties. During the nine
month period ended November 30, 2009, the Company used $324,173 in cash in
operating activities, primarily as a result of operating losses adjusted for
changes in accounts payable and accrued expenses. The Company generated $322,580
in cash from financing activities, as related parties contributed further
funds to the Company to continue to operate during the nine month period ended
November 30, 2009.





13


The
revenues of the Company during the three month period ended November 30, 2008
were zero therefore did not play a role in financing operations. The Company in
the past has financed operations through advances provided by related parties
and the issuance of restricted equity securities. There can be no assurance that
the Company’s ability to raise capital through related party advances and
private placements will continue.





The
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the liquidation of liabilities in the
ordinary course of business.  As shown in the accompanying financial
statements, the Company has a working capital deficit of $1,166,332 at November
30, 2009.  As a result, substantial doubt exists about the Company’s
ability to continue to fund future operations using its existing
resources.





In order
to meet it’s near term obligations and provide the necessary funding for future
operations, the Company will have to raise additional financing.





The
Company heavily relies upon loans from related parties, specifically Gamecorp
Ltd. (“Gamecorp”), to further provide capital contributions to its investments.
As at November 30, 2009, Gamecorp holds a 16.9% ownership interest in the
Company. During the three month period ended November 30, 2009, Gamecorp further
advanced the Company $34,767.  As at November 30, 2009 the Company is
indebted to Gamecorp for $298,637.





Management
is hopeful that the future 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 will require additional capital over
the next year in order to satisfy existing liabilities and to provide further
capital contributions to its investments.  Failure to obtain such
capital could adversely impact the Company's operations and
prospects.





Off-balance
sheet arrangements.





The
Company does not have any off balance sheet arrangements.








Item 3. Quantitative and
Qualitative Disclosures About Market Risk.





The
Company is a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and is not required to provide the information
under this item.








Item 4.
Controls and Procedures.





Disclosure
controls and procedures





The
Company’s management evaluated, with the participation of our Chief Executive
Officer and Chief Financial Officer, the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this
Form 10-Q. Based on this evaluation, the Company’s Chief Executive Officer
and Chief Financial Officer have concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end
of such period, are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.





There
have been no significant changes in our internal controls over financial
reporting during the third quarter ended November 30, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.





This
Quarterly Report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Quarterly Report.





14


Management
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Exchange Act. Those rules define internal control over
financial reporting as a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures
that:





• Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the
company;





• Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and the receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the Company; and





• Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisitions, use or disposition of the company's assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of November 30, 2009. In making this assessment, our management used the
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO).








15





PART II. Other
Information





Item 1. Legal
Proceedings





None








Item 2. Unregistered Sales
of Equity Securities.





None








Item 3. Defaults upon Senior
Securities





None








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





None








Item 5. Other
Information





None








Item
6.  Exhibits and Reports on Form
8-K





a)             Exhibits





Exhibit
      No.
            Description31.1
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.*31.2
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.*32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002. *32.2
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002. *





(*)           Filed
with this Report.





b)           Reports
on Form 8-K





The
Company filed Form 8-K on October 6, 2009 and Form 8-K/A on October 14, 2009 to
discuss the resignation of its current auditors in connection with their merger,
the Company engaged the new firm resulting from the merger.




















16














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:
      February 16, 2010
            By:
            /s/
      John G. SimmondsName:
      John G. SimmondsTitle:   President
      and Chief Executive OfficerDate:
      February 16, 2010
            By:
            /s/
      Gary N. HokkanenName:
      Gary N. HokkanenTitle:  
      Chief Financial Officer(Principal
      Financial Officer)