<Page>




    As filed with the Securities and Exchange Commission on January 21, 2003

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


                       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 November 30, 2002

                        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 November 30, 2002 are as follows:

              CLASS OF SECURITIES                    SHARES OUTSTANDING
         Common Stock, $.0001 par value                 182,663,703

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

<Page>


                                TRACKPOWER, INC.



                                      INDEX


<Table>
<Caption>
<S>                                                                                                         <C>


    PART I.         FINANCIAL INFORMATION

    Item 1.         Financial Statements (unaudited)
                           Balance Sheet....................................................................   3
                           Statements of Operations and Comprehensive Loss..................................   4
                           Statements of Cash Flows.........................................................   5
                           Notes to Financial Statements....................................................   6

    Item 2.         Management's Discussion and Analysis or Plan of Operation...............................   9


    Item 3.         Controls and Procedures.................................................................  16



    PART II.        OTHER INFORMATION

    Item 1.         Litigation..............................................................................  17

    Item 2.         Change in Securities and Use of Proceeds................................................  17

    Item 3.         Defaults Upon Senior Securities.........................................................  17

    Item 4.         Submission of Matters to a Vote of Security Holders.....................................  17

    Item 5.         Other Information.......................................................................  17

    Item 6.         Exhibits and Reports on Form 8-K........................................................  18
                              A)  Exhibit Schedule
                              B)  Reports Filed on Form 8-K

    Signatures and Certification............................................................................  20
</Table>


<Page>




                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                TRACKPOWER, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)
                                November 30, 2002


<Table>
<Caption>
<S>                                                                                     <C>
ASSETS
Current assets:
   Cash                                                                                 $ 2,057
   Marketable securities                                                                    800
   Other current assets                                                                   5,625
------------------------------------------------------------------------------------------------

Total current assets                                                                      8,482
------------------------------------------------------------------------------------------------

Property and equipment                                                                  240,523
   Less:    Accumulated depreciation                                                   (158,230)
------------------------------------------------------------------------------------------------
       Net property and equipment                                                        82,293

------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                           $ 90,775
------------------------------------------------------------------------------------------------


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Accounts payable (including $23,847 due to related parties)                        $ 366,185
   Accrued transponder fees                                                             400,000
   Accrued professional fees                                                             17,173
   Accrued interest                                                                     104,627
   Accrued directors fees                                                                78,900
   Note payable                                                                          21,000
------------------------------------------------------------------------------------------------
       Total current liabilities                                                        987,885
------------------------------------------------------------------------------------------------

Long term debt:
8% senior subordinated convertible debentures due October 31, 2004                      436,000
------------------------------------------------------------------------------------------------

       Total liabilities                                                              1,423,885
------------------------------------------------------------------------------------------------

Shareholders' equity (deficit):
   Convertible preferred stock, no par value,  unlimited shares authorized,
   1,000,000 shares issued (liquidation value $1,000,000)                                     -
   Common stock, $.0001 par value; unlimited shares authorized,
   182,663,703 shares, issued and outstanding                                            18,266
   Additional paid in capital                                                        23,167,661
   Common stock subscribed                                                               29,500
   Accumulated deficit                                                             (24,542,137)
   Accumulated other comprehensive loss                                                 (6,400)
------------------------------------------------------------------------------------------------
       Total shareholders' equity (deficit)                                         (1,333,110)
------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                  $  90,775
------------------------------------------------------------------------------------------------
</Table>


                 See accompanying notes to financial statements.


                                       3

<Page>


                                TRACKPOWER, INC.
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (UNAUDITED)


<Table>
<Caption>


                                                                  Three Months Ended              Nine Months Ended
                                                                     November 30,                    November 30,
                                                                  2002           2001             2002           2001
                                                                 ------         ------           ------         ------
<S>                                                              <C>            <C>              <C>            <C>
 Revenue
     Purse winnings                                                 $  -           $  -          $14,829           $  -
     Other revenue                                                     -          1,073                -          1,469
 -----------------------------------------------------------------------------------------------------------------------
     Total revenue                                                     -          1,073           14,829          1,469

 Operating expenses:
     Wages and consulting fees                                    78,838        104,661          223,736        329,588
     Management fees - related parties                                 -         72,600                -        358,800
     Trainer and equine fees                                       3,311              -           21,700              -
     Advertising and marketing                                         -         18,549                -         31,049
       Professional fees                                          23,434         10,499           91,412         85,335
       General and administrative                                 41,151         54,837          140,801        162,979
 -----------------------------------------------------------------------------------------------------------------------
       Total operating expenses                                  146,734        261,146          477,649        967,751

 Loss from operations                                          (146,734)      (260,073)        (462,820)      (966,282)

 Other expenses:
     Interest                                                      8,822         16,397           26,224         53,831
     Non-cash financing expense                                        -         17,240           28,496         17,240
     Loss on sale of horse                                             -              -           18,471              -
     Depreciation and amortization                                 2,682          3,617            8,875         10,062
     Write-off of deposits                                        68,909         30,000           68,909         30,000
 -----------------------------------------------------------------------------------------------------------------------
     Total other expenses                                         80,413         67,254          150,975        111,133

 Net loss                                                      (227,147)      (327,327)        (613,795)    (1,077,415)
     Preferred dividends                                               -       (17,500)                -       (52,500)
 -----------------------------------------------------------------------------------------------------------------------
 Net loss applicable to common shareholders                   $(227,147)     $(344,827)       $(613,795)   $(1,129,915)
 -----------------------------------------------------------------------------------------------------------------------

 Basic and diluted  loss per share of common stock               $(0.00)        $(0.01)          $(0.00)        $(0.02)
 -----------------------------------------------------------------------------------------------------------------------

 Weighted average number of common shares outstanding        180,613,703     52,727,432      166,545,633     49,667,052
 -----------------------------------------------------------------------------------------------------------------------



                                                 Comprehensive Loss

 Net loss                                                     $(227,147)     $(327,327)       $(613,795)   $(1,077,415)
 Other comprehensive loss:
 Unrealized holding gain/(loss) on marketable
 securities                                                      (2,400)        (4,000)          (6,400)       (14,400)
 -----------------------------------------------------------------------------------------------------------------------
 Comprehensive loss                                           $(229,547)     $(331,327)       $(620,195)   $(1,091,815)
 -----------------------------------------------------------------------------------------------------------------------
</Table>


                 See accompanying notes to financial statements.


                                       4

<Page>


                                TRACKPOWER, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<Table>
<Caption>



                                                                                            Nine Months Ended
                                                                                               November 30,

                                                                                         2002                2001
                                                                                        ------              ------
   -------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                 <C>
   NET CASH FROM OPERATIONS
            Net loss                                                                 $(613,795)          $(1,077,415)
            Adjustments to reconcile net loss
            to net cash used in operating activities:
            Depreciation and amortization                                                 8,875                10,062
            Loss on sale of horse                                                        18,471                     -
            Issuance of common stock for consulting fee                                       -                67,500
            Non-cash financing expense                                                   28,496                17,240
            Write-off of deposits                                                        68,909                30,000
        Changes in:
            Accounts receivable                                                               -                18,768
            Due to related parties                                                     (31,665)                     -
            Other current assets                                                        (5,625)                18,735
            Accounts payable and accrued expenses                                        57,280               393,606
   -------------------------------------------------------------------------------------------------------------------
   Net cash used in operating activities                                              (469,054)             (521,504)
   -------------------------------------------------------------------------------------------------------------------
   CASH FLOWS FROM INVESTING ACTIVITIES:
         Proceeds from sale of horse                                                     31,529                     -
         Deposits (issued)/collected                                                     64,188              (25,000)
         Purchase of property and equipment                                            (40,247)               (8,861)
   -------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in) investing activities                                   55,470              (33,861)
   -------------------------------------------------------------------------------------------------------------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from common stock subscribed                                          395,500                25,000
         Proceeds from issuance of common stock                                               -               614,601
         (Repayment) of notes payable                                                         -              (83,630)
   -------------------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                                            395,500               555,971
   -------------------------------------------------------------------------------------------------------------------

   -------------------------------------------------------------------------------------------------------------------
   Increase (decrease) in cash                                                         (18,084)                   606
   -------------------------------------------------------------------------------------------------------------------
   CASH,  beginning of period                                                            20,141                 (397)
   -------------------------------------------------------------------------------------------------------------------
   CASH,  end of period                                                                 $ 2,057                $  209
   -------------------------------------------------------------------------------------------------------------------
</Table>


Noncash activities:
During the nine month period ended November 30, 2002 the Company issued 305,247
shares of its common stock upon conversion of convertible debentures with a
principal balance of $59,500 and accrued interest of $9,312.
During the nine month period ended November 30, 2002 the Company recorded the
issuance of 200,000 shares of its common stock issued to Simmonds Capital
Limited at par value, which is reflected in due to related parties.
The Company also recorded non-cash financing expense of $28,496 in 2002
representing the cost of issuing additional shares of its common stock for
improved conversion rights for accrued but unpaid interest on certain
convertible debentures.

                 See accompanying notes to financial statements.


                                       5
<Page>


                                TRACKPOWER, INC.

                          Notes to Financial Statements
                                November 30, 2002


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS

         TrackPower's present business strategy and direction is to acquire
racehorses and evaluate other horseracing industry related opportunities.

         RECENT DEVELOPMENTS

         ARMSTRONG HOLDINGS

         On March 1, 2002, TrackPower announced that it had joined a group of
private investors to acquire all of the shares of Armstrong Holdings (Brampton)
Limited. Armstrong Holdings is involved in horse breeding, racing and providing
equine services in the Standardbred horse industry. During fiscal 2002 the
Company made a deposit of $133,097 (Cdn$200,000) on the potential acquisition.

         Throughout March and April 2002, negotiations and due diligence
continued on the acquisition. However, on April 11, 2002, discussions were
suspended due to an impasse. Since April 2002 the Company has been unable to
reach final agreement on the acquisition. The Board of Directors of the Company
has decided that pursuing the acquisition on the originally contemplated basis
is not in the best interests of the Company. During the three month period ended
November 30, 2002 $64,188 of the deposit has been returned to the Company. The
balance of the deposits ($68,909) recorded by the Company has been written off.

         RACEHORSES

         During the year ended February 28, 2002 the Company acquired its first
racehorse and its present strategy is to continue to acquire racehorses, which
management believes will provide a good return on investment.

         During the quarter ended May 31, 2002, the Company acquired a second
racehorse. The horse is a three year old pacer, the winner of $42,000 as a two
year old and was purchased for $35,000. The Company will earn 75% of the net
earnings after expenses and the first $35,000 from the sale of the horse plus
50% of any amount received over $35,000. The Company is responsible for paying
all 2002 staking costs.

         During the quarter ended August 31, 2002, the Company sold the first of
its two racehorses for proceeds of $31,529 and as a result realized a loss on
the sale of $18,471.

         During the quarter ended November 30, 2002, the second racehorse
experienced medical problems preventing it from earning any purse winnings in
the current quarter. The racehorse has now largely recovered from the medical
condition. In late November the Company tentatively transferred possession of
the horse, with an option to buy, to a third


                                       6
<Page>


party. The third party has the right to exercise the option before February 28,
2003. The sale price will approximate the Company's cost of purchasing the
racehorse. In the interim the third party is obligated to pay for all costs of
the racehorse.

         TIOGA DOWNS

         The Company also continues to evaluate opportunities in racetrack
ownership and has identified an opportunity worth pursuing.

         On September 5, 2002, the Company announced that it had entered into a
non-binding contract for the lease, with an option to purchase, of a horseracing
track located in New York state known as Tioga Downs. Tioga Downs 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.

         Although the Tioga property is not currently licensed, the Company,
through a partnership in Asolare LLC has submitted a license application to the
New York State Racing and Wagering Board for a harness racing meet for 2003. If
the transaction is consummated, the Company will have a majority ownership
position in the Asolare partnership. The New York Racing and Wagering Commission
deferred the matter of issuing the license during its December board meeting.
Although there can be no assurances, the Company remains hopeful in obtaining
the license.

         The Company also anticipates adding video lottery terminals to the
facility should the appropriate state legislation be enacted.

         The Company has also been advised by James Hawkins, the principal
shareholder of Tioga Park LLC that his bank has initiated foreclosure of the
property. Mr. Hawkins is taking steps in federal court to block the sale of
Tioga Park and expects to be successful in this action.

         The closing of the Tioga Downs transaction is subject to further due
diligence and obtaining various consents, and the favourable resolution of the
New York Racing and Wagering license application.

         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 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 and nine months
ended November 30, 2002 are not necessarily indicative of the results that may
be expected for the fiscal year ending February 28, 2003. 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
28, 2002.

         GOING CONCERN


                                       7
<Page>



         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 included 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.

         MARKETABLE SECURITIES

         The Company's marketable securities consist of common stock of a
publicly traded company. The securities are considered "available for sale" and
therefore have been recorded at market value with unrealized gains(losses)
included as a separate component of stockholders' equity(deficit). Any
unrealized losses which are considered "other than temporary" are classified as
realized losses through operations. During the nine month period ended November
30, 2002 the market value as quoted on the OTCBB fell from $0.09 per share to
$0.01 per share and accordingly the Company recorded a $6,400 unrealized holding
loss on marketable securities.

         DEPOSIT

         During fiscal 2002 the Company made a deposit of $133,097 (Cdn$200,000)
on the potential acquisition of all of the shares of Armstrong Holdings
(Brampton) Limited. Armstrong Holdings is involved in horse breeding, racing and
providing equine services in the Standardbred horse industry. On April 11, 2002,
discussions were suspended due to an impasse. Subsequently the Board of
Directors of the Company decided not to continue pursuing the acquisition on the
original basis. During the quarter ended November 30, 2002 the Company received
$64,188 (Cdn$101,276) of the deposit and wrote off the remaining $68,909.

         CONVERTIBLE DEBENTURES

         During the nine month period ended November 30, 2002, debenture holders
converted debentures having a face value of $59,500 plus accrued and unpaid
interest of $9,312 into 305,247 shares of the Company's common stock.

         During the nine month period ended November 30, 2002 the Company
recorded non-cash financing expenses of $28,496 representing the incremental
costs of a special inducement offer to


                                       8
<Page>



debenture holders upon the conversion of their debentures.

         During the nine month period ended November 30, 2001 the Company
recorded a $17,240 non-cash financing expense representing the fair value of the
additional common shares issued resulting from a beneficial conversion feature
given on accrued interest payable on convertible debentures.


         At November 30, 2002, $436,000 in convertible debentures was
outstanding for which interest due on October 31, 2000, 2001 and 2002 remains
unpaid. Non payment of interest could constitute an event of default if notice
were served. As of January 10, 2003, the Company has not received any notices of
default and accordingly continues to classify such convertible debt as a long
term liability.

         COMMON STOCK SUBSCRIBED

         At November 30, 2002, the Company had $29,500 of common stock
subscribed and paid for but not yet issued.

         NET LOSS PER SHARE

         Basic loss per common share is based on the weighted average number of
shares outstanding 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 November 30, 2002 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.

         OVERVIEW

         During the year ended February 28, 2002 the Company acquired its first
racehorse and its present strategy is to continue to acquire racehorses, which
management believes will provide a good return on investment.

         The Company also continues to evaluate opportunities in racetrack
ownership and has identified Tioga Downs in New York State as a possible
investment opportunity. The Company through a potential majority ownership
position in Asolare LLC has submitted a racing application to the New York
Racing and Wagering Commission. During December the



                                       9
<Page>



Commission deferred discussion on the matter of the Tioga Downs application. The
Company with its business partners remain hopeful that the license will be
obtained.

         During the quarter ended May 31, 2002, the Company acquired a second
racehorse. During the quarter ended November 30, 2002 the second racehorse
experienced a medical condition and did not earn any purse winnings. The
racehorse has now largely recovered from the medical condition. In late November
the Company tentatively transferred possession of the horse, with an option to
buy, to a third party. The third party has the right to exercise the option
before February 28, 2003. The sale price will approximate the Company's cost of
purchasing the racehorse. In the interim the third party is obligated to pay for
all costs of racehorse.

         During the quarter ended August 31, 2002, the Company sold the
racehorse it acquired during the fiscal year ended February 28, 2002 (the first
of its two racehorses).

         The Company also was unable to reach final agreement on the acquisition
of Armstrong Holdings which is involved in horse breeding, racing and providing
equine services in the Standardbred horse industry. The Board of Directors of
the Company has decided not to continue pursuing this acquisition on the
originally contemplated basis. The Company received $64,188 of the $133,097 it
had recorded as a deposit on the transaction and wrote off the remaining
$68,909.

         RESULTS OF OPERATIONS

         FOR THE THREE MONTH PERIOD ENDED NOVEMBER 30, 2002

         Revenues for the three month period ended November 30, 2002 were zero
compared to $1,073 during the comparative period in the prior year. The revenues
during the quarter end November 30, 2001 consisted of miscellaneous sundry non
operating items. During the quarter ended August 31, 2002 the Company recorded
purse winnings from its ownership of racehorses, however the Company sold its
first racehorse during the summer of 2002 and its second racehorse became
injured and was unable to race.

         Operating expenses totaled $146,734 during the three-month period ended
November 30, 2002 substantially down from $261,146 during the comparative period
in the prior year.

         Management fees charged by related parties were $72,600 during the
three month period ended November 30, 2001 compared to zero during the
comparative period in the current year. Management fees charged by Post Time
Technologies, Inc. were $60,000 and $12,600 by IRMG Inc. The IRMG management
services contract was terminated with the signing of the Post Time Technologies
agreement and the Post Time Technologies agreement was terminated during
December 2001.

         Wages and consulting costs were $78,838 during the three month period
ended November 30, 2002 compared to $104,661 during the comparative period in
the prior year. The wages and consulting costs during the three month period
ended November 30, 2001 consisted of $83,261 in executive wages and $21,400 in
various consulting costs. The wages and consulting costs in the current period
represented the employment costs of executive staff totaling $77,612 and $1,214
in financial consulting costs.


                                       10
<Page>



         General and administrative expenses were $41,151 during the three month
period ended November 30, 2002 compared to $54,837 during the comparative period
in the prior year. Within general and administrative costs; 1) auto lease,
repair and gasoline expenses were $8,076 during the three month period ended
November 30, 2002 up from $7,424 in the comparative period in the prior year, 2)
directors fees were $7,200 in the current quarter compared to $13,350 in the
prior year, 3) travel, meals and entertainment costs totaled $5,331 during the
current quarter and $3,986 in the comparative period a year ago, 4) rent and
insurance expenses were $4,482 in the current quarter and $18,590 in the prior
year, 5) telephone, cellular, internet and computer maintenance costs were
$4,397 during the current quarter, up from $3,585 during the three month period
ended November 30, 2001, 6) corporate fees were $2,894 during the three month
period ended November 30, 2002 compared to $3,530 in the comparative period in
the prior year, 7) foreign exchange losses were $2,587 in the current quarter
and a foreign exchange gain of $479 in the comparative period a year ago, 8)
employment benefits were $2,375 during the three month period ended November 30,
2002 compared to $2,114 during the comparative period in the prior year, 9)
office supplies, courier and postage expenses were $1,640 during the three month
period ended November 30, 2002 compared to $1,921 during the three month period
ended November 30, 2001 and 10) other miscellaneous costs totaled $2,169 during
the current quarter and were approximately $816 a year ago.

         Professional fees were $23,434 during the current quarter substantially
up from $10,499 during the comparative period in the prior year. Accounting fees
were $7,500 during the three month period ended November 30, 2002 and $6,000
during the comparative period in the prior year. Legal fees increased from
$4,500 during the three month period ended November 30, 2001 to $15,934 during
the current quarter. The increase is a result of incremental legal assistance
required on the proposed Armstrong Holdings acquisition.

         Trainer and equine fees totaled $3,311 during the three month period
ended November 30, 2002 compared to zero in the comparative period a year ago.
Trainer and equine fees will be reduced in the future due to the sale and
potential sale of the Company's racehorses.

         Advertising and marketing costs totaled $18,549 during the three month
period ended November 30, 2001 compared to zero in the current quarter. The
prior year costs included video streaming of certain yearling sales and races
and investor relations services provided to the Company that were not repeated
in the current period.

         The loss from operations has been reduced, due to the change in
business strategy, from $260,073 during the three month period ended November
30, 2001 to $146,734 during the three month period ended November 30, 2002.

         Other expenses totaled $80,413 during the three month period ended
November 30, 2002 up from $67,254 during the comparative period in the prior
year. Interest expense has been reduced from $16,397 a year ago to $8,822 during
the current quarter, as a result of more of the Company's senior convertible
debentures being converted to common stock. Depreciation and amortization
expense was $3,617 a year ago and $2,682 during the current quarter. During the
three month period ended November 30, 2002, the Company wrote off the balance
($68,909) of a deposit made on the potential Armstrong Holdings acquisition.
(During the quarter the Company received $64,188 as a partial return of this
deposit.) During the three month period ended November 30, 2001 the Company
wrote off a $30,000 deposit made to Post Time Technologies. The Company recorded
non-cash financing expense of $17,240 during the three month period


                                       11
<Page>



ended November 30, 2001 resulting from the conversion of accrued interest under
a debenture into common stock at $0.05 per share instead of the $0.50 per share
as stipulated under the original terms of the debenture.

         The net loss during the three month period ended November 30, 2002 was
$227,147 (less than $0.01 per share) down from $327,327 ($0.01 per share) during
the comparative period in the prior year. The decrease is a result of the change
in business strategy.

         The Company included an unrealized holding loss on marketable
securities (within Other Comprehensive Loss) of $2,400 as a result of a
reduction in the market value of the Company's marketable securities, ($4,000
loss in the comparative period in the prior year).

         FOR THE NINE MONTH PERIOD ENDED NOVEMBER 30, 2002

         Revenues for the nine month period ended November 30, 2002 were $14,829
compared to $1,469 during the comparative period in the prior year. The revenues
during the nine month period ended November 30, 2002 consisted of purse winnings
from the Company's investment in racehorses. Revenues during the nine month
period ended November 30, 2001 consisted of miscellaneous sundry non operating
items.

         Operating expenses totaled $477,649 during the nine-month period ended
November 30, 2002 substantially down from $967,751 during the comparative period
in the prior year.

         Management fees charged by related parties were $358,800 during the
nine month period ended November 30, 2001 compared to zero during the
comparative period in the current year. Management fees charged by IRMG Inc.
during the nine month period ended November 30, 2001, were $208,800. As a result
of an agreement with Post Time Technologies, Inc. in May 2001 the Company paid
$150,000 in management fees to Post Time Technologies. The IRMG management
services contract was terminated with the signing of the Post Time Technologies
agreement and the Post Time Technologies agreement was terminated during
December 2001.

         Wages and consulting costs were $223,736 during the nine month period
ended November 30, 2002 compared to $329,588 during the comparative period in
the prior year. The wages and consulting costs during the nine month period
ended November 30, 2001 consisted of $182,088 in executive wages and $147,500 in
various consulting costs. The wages and consulting costs in the current period
represented the employment costs of executive staff totaling $215,850 and $7,886
in financial consulting costs.

         General and administrative expenses were $140,801 during the nine month
period ended November 30, 2002 compared to $162,979 during the comparative
period in the prior year. Within general and administrative costs; 1) auto
lease, repair and gasoline expenses were $23,110 during the nine month period
ended November 30, 2002 up from $19,472 in the comparative period in the prior
year, 2) travel, meals and entertainment expenses were $22,343 during the
current quarter and $29,910 a year ago, 3) directors fees were $21,600 in the
current period compared to $40,050 in the prior year, 4) telephone, cellular,
internet and computer maintenance costs were $20,011 during the nine month
period ended November 30, 2002, up from $11,748 during the nine month period
ended November 30, 2001, 5) rent, utilities and insurance expenses were $15,756
in the current period and $43,232 in the prior year, 6) corporate fees were
$8,975 during the nine month period ended November 30, 2002 compared to


                                       12
<Page>



$8,490 in the comparative period in the prior year, 7) office supplies, courier
and postage costs were $8,253 during the current period and $8,513 during the
prior year, 8) foreign exchange losses were $7,129 during the nine month period
ended November 30, 2002 and $897 during the comparative period in the prior
year, 9) storage costs totaled $2,939 in the current period and zero in the
prior year, 10) charitable donations totaled $2,000 in the current period
compared to zero in the prior year and 11) other miscellaneous costs totaled
$8,685 during the current period and totaled approximately $667 a year ago.

         Professional fees were $91,412 during the nine month period ended
November 30, 2002 and $85,335 during the comparative period in the prior year.
Accounting fees were $32,125 during the nine month period ended November 30,
2002 and $48,714 during the comparative period in the prior year. Legal fees
increased from $36,622 during the nine month period ended November 30, 2001 to
$59,287 during the current period.

         Trainer and equine fees totaled $21,700 during the nine month period
ended November 30, 2002 compared to zero in the comparative period a year ago.
Trainer and equine fees will be reduced in the future due to the sale and
potential sale of the Company's racehorses.

         Advertising and marketing costs totaled $31,049 during the nine month
period ended November 30, 2001 compared to zero in the current period. The prior
year costs included video streaming of certain yearling sales and races and
investor relations services provided to the Company that were not repeated in
the current period.

         The loss from operations has been reduced, due to the change in
business strategy, from $966,282 during the nine month period ended November 30,
2001 to $462,820 during the nine month period ended November 30, 2002.

         Other expenses totaled $150,975 during the nine month period ended
November 30, 2002 up from $111,133 during the comparative period in the prior
year. Interest expense has been reduced from $53,831 a year ago to $26,224
during the current period, as a result of more of the Company's senior
convertible debentures being converted to common stock. Depreciation and
amortization expense was $10,062 a year ago and $8,875 during the current
period. During the nine month period ended November 30, 2002, the Company sold
the first of its racehorses and recognized a loss of $18,471. Other expenses
during the nine month period ended November 30, 2002 included non-cash financing
expenses of $28,496 representing the incremental costs of a special inducement
offer to debenture holders upon the conversion of their debentures. The Company
also recorded a write off of $68,909 representing part of the deposit made on
the potential Armstrong Holdings acquisition. During the nine month period ended
November 30, 2001 the Company wrote off a $30,000 deposit made to Post Time
Technologies. The Company recorded non-cash financing expense of $17,240 during
the nine month period ended November 30, 2001 resulting from the conversion of
accrued interest under a debenture into common stock at $0.05 per share instead
of the $0.50 per share as stipulated under the original terms of the debenture.

         The net loss during the nine month period ended November 30, 2002 was
$613,795 (less than $0.01 per share) down from $1,077,415 ($0.02 per share)
during the comparative period in the prior year. The decrease is a result of the
change in business strategy.

         During the nine month period ended November 30, 2002 the Company
included as a


                                       13
<Page>



component of comprehensive loss an unrealized holding loss on marketable
securities of $6,400 as a result of a reduction in the market value of the
Company's marketable securities, ($14,400 in the comparative period in the prior
year).

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Our significant accounting policies are described in Note 2 to the
financial statements included in our annual report for the year ended February
28, 2002. The accounting policies used in preparing our interim condensed
financial statements are the same as those described in our annual report.

         Our critical accounting policies are those both having the most impact
to the reporting of our financial condition and results, and requiring
significant judgements and estimates. Our critical accounting policies include
those related to valuation of assets and equity based transactions.

         The financial statements of the Company are prepared in conformity with
generally accepted accounting principles, which require 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. Some of the significant estimates required to be
made by management include the realizable value of assets and the fair value of
common stock and common stock equivalents issued for services or in settlement
of obligations. Actual results could differ from those estimates.

         FINANCIAL CONDITION

         During the three month period ended November 30, 2002, total assets
decreased from $231,199 to $90,775. The decrease is primarily the result of the
Company partially collecting the deposit made on the potential Armstrong
Holdings acquisition and the write off of the remainder.

         Current assets decreased from $146,224 to $8,482. The Company had been
unable to reach final agreement on the potential Armstrong Holdings acquisition.
The Board of Directors of the Company decided that pursuing the acquisition on
the originally contemplated basis was not in the best interests of the Company.
The Company received $64,188 of $133,097 previously recorded as a deposit on the
potential acquisition and wrote off the remaining balance of $68,909. During the
current quarter cash balances were reduced from $4,145 to $2,057, the Company's
investment in marketable securities was revalued down from $3,200 to $800 (see
below for a more complete explanation of marketable securities) and other
current assets decreased from $5,782 to $5,625.

         During the three month period ended May 31, 2000, the Company made an
investment in 80,000 common shares of Vianet Technologies Inc. at $3.00 per
share. Vianet common shares trade under the symbol "VNTK" on the OTCBB. The
Company also received 120,000 warrants to purchase common shares of Vianet
Technologies at $4.50 at any time over the next three years. The Company made
the investment based on the compression technology held by the investee that
would be used in the video distribution business strategy. During the current
quarter the market value of Vianet common shares declined from $0.04 per share
to $0.01 per share. Accordingly, the value of this investment has been reduced
to $800 at November 30, 2002.


                                       14
<Page>


         Liabilities of the Company increased from $1,420,262 at August 31, 2002
to $1,423,885 as at November 30, 2002. Current liabilities were $984,262 at the
beginning of the current period and $987,885 at the end. Long term liabilities
remained unchanged at $436,000.

         The $3,623 increase in current liabilities was the result of decrease
in accounts payable (including amounts due to related parties) of $14,894
partially offset by increases in accrued interest ($8,817), accrued directors
fees ($7,200) and accrued professional fees ($2,500).

         The shareholders' deficit increased from $1,205,723 as at February 28,
2002 to $1,333,110 at November 30, 2002. The increase is the result of debenture
conversion to common stock and new common stock issued or subscribed for not
exceeding the loss for the period.

         Common stock, additional paid in capital and common stock subscribed
increased from $22,722,619 at February 28, 2002 to $23,215,427 as at November
30, 2002. The increase is mainly the result of proceeds from common stock
subscribed ($395,500) and the conversion of debt and accrued interest to equity
($68,812).

         The Company's accumulated deficit increased from $24,314,990 at the
beginning of the period to $24,542,137 at the end of the quarter, as a result of
the Company's loss of $227,147 during the period.

         At November 30, 2002 the Company also recorded an accumulated other
comprehensive loss of $2,400 due to an unrealized holding loss on marketable
securities.

         LIQUIDITY AND CAPITAL RESOURCES


        During the nine month period ended November 30, 2002, the Company used
$469,054 in cash from operating activities primarily as a result of the $613,795
operating loss for the period partially offset by non cash adjustments and
changes in various working capital items. Cash provided by investing activities
during the nine month period ended November 30, 2002 amounted to $55,470 and was
as a result of the sale of the Company's first of two racehorses, partial refund
of certain deposits offset by purchase of another racehorse. Cash provided by
financing activities during the nine month period ended November 30, 2002
amounted to $395,500, which resulted from equity private placements.

         The revenues of the Company during the nine month period ended November
30, 2002 were insignificant in comparison to the costs of the Company and
therefore did not play a significant role in financing operations. Management
has decided to pursue a business strategy that still involves the horseracing
industry. The Company acquired two racehorses and continues to evaluate other
horseracing related opportunities. During the quarter ended August 31, 2002, the
Company sold one of its racehorses and during the quarter ended November 30,
2002 tentatively transferred possession of the injured second racehorse to a
third party.

        The Company continues to raise funds to partially offset its operating
losses. The Company agreed to issue common shares under private placements
resulting in net $395,500 received by the Company during the nine month period
ended November 30, 2002. There can be no assurance that the Company's ability to
raise funds to satisfy its obligations and sustain


                                       15
<Page>



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.

         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.



                                       16

<Page>



                           PART II. OTHER INFORMATION

ITEM 1.  LITIGATION.

         During the year ended February 28, 2002 the Company was served with a
Statement of Claim by the principals of Sportcalc.com, an entity the Company had
considered acquiring. Management is of the opinion that the Claim will not have
a material adverse effect on the Company's financial condition or results of
operations.

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS.

         Not applicable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION.

         Not applicable.


                                       17

<Page>



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

         (a)      EXHIBITS.

EXHIBIT        DOCUMENT


1            UNDERWRITING AGREEMENT

1.1          Placement Agent Agreement, between Registrant and Pellinore
             Securities Corporation ("Pellinore"), dated April 17, 1998
             (incorporated by reference to Exhibit 1 of the Registrant's Form
             8-K dated May 7, 1998).

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).

4.02         FORM OF WARRANT ISSUED BY REGISTRANT TO VARIOUS INVESTORS, DATED AS
             OF APRIL 17, 1998 (incorporated by reference to Exhibit 4.1 to
             report on Form 8-K, dated May 7, 1998).

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)


                                       18
<Page>


EXHIBIT        DOCUMENT


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).

10.07        AMENDED AND RESTATED GLOBAL SECURED DEMAND PROMISSORY NOTE, DATED
             JULY 28, 1998, IN THE PRINCIPAL AMOUNT OF $850,000, ISSUED BY THE
             REGISTRANT IN FAVOR OF PELLINORE, FOR ITSELF AND AS AGENT FOR
             CERTAIN INVESTORS (incorporated by reference to Exhibit 10.1 of the
             Registrant's Form 8-K dated September 10, 1998).

10.08        AMENDED AND RESTATED PLEDGE AGREEMENT, DATED JULY 28, 1998, BETWEEN
             THE REGISTRANT AND PELLINORE, FOR ITSELF AND AS AGENT FOR CERTAIN
             INVESTORS (incorporated by reference to Exhibit 10.2 of the
             Registrant's Form 8-K dated September 10, 1998).

10.09        PLACEMENT AGENT AGREEMENT, DATED JULY 28, 1998 BETWEEN THE
             REGISTRANT AND PELLINORE, FOR ITSELF AND AS AGENT FOR CERTAIN
             INVESTORS (incorporated by reference to Exhibit 1 of the
             Registrant's Form 8-K dated September 10, 1998).

10.10        EXCLUSIVE AUTOMATED TELLER MACHINE SERVICES AGREEMENT, DATED JUNE
             12, 2001 BETWEEN THE REGISTRANT AND 4CASH ATM SERVICES
             (incorporated by reference to Exhibit 99.1 of the Registrant's Form
             8-K dated June 12, 2001).

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).

16           LETTER ON CHANGE IN CERTIFYING ACCOUNTANTS

16.01        LETTER OF CAUSEY, DEMGEN & MOORE, DATED MARCH 24, 1998
             (incorporated by reference to Exhibit [____] to the Registrant's
             report on Form 8-K, dated April 13, 1998).

16.02        LETTER OF STARK TINTER & ASSOCIATES, LLC, DATED MAY 13, 1998
             (incorporated by reference to Exhibit 16 to the Registrant's report
             on Form 8-K, dated May 22, 1998).

16.03        LETTER OF CAUSEY, DEMGEN & MOORE, DATED JULY 23, 1999 (incorporated
             by reference to Exhibit 16.1 to the Registrant's report on Form
             8-K, dated July 23, 1999).

99.1         CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
             PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. *



     (b) REPORTS ON FORM 8-K


             NONE.

* Filed herewith.

   (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)


                                       19

<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:  JANUARY 21, 2003             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


                                       20
<Page>



     to the date of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.


Date:  January 21, 2003          By:  /s/ John G. Simmonds
                                      ----------------------------
                                      John G. Simmonds
                                      Principal Executive and Financial Officer


                                       21