<Page>

      As filed with the Securities and Exchange Commission on July 15, 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 May 31, 2003

                        Commission file number 000-28506

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

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

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

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



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

                 YES /X/                           NO / /

The number of shares outstanding of each of the Registrant's class of common
equity, as of May 31, 2003 are as follows:

          CLASS OF SECURITIES              SHARES OUTSTANDING
    Common Stock, $.0001 par value             191,066,203

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

<Page>

                               TRACKPOWER, INC.


                                    INDEX


PART I.    FINANCIAL INFORMATION

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

Item 2.    Management's Discussion and Analysis or Plan of Operation...  8


PART II.   OTHER INFORMATION

Item 1.    Litigation.................................................. 14

Item 2.    Change in Securities and Use of Proceeds.................... 14

Item 3.    Defaults Upon Senior Securities............................. 14

Item 4.    Submission of Matters to a Vote of Security Holders......... 14

Item 5.    Other Information........................................... 14

Item 6.    Exhibits and Reports on Form 8-K............................ 15
                     A) Exhibit Schedule
                     B) Reports Filed on Form 8-K

Signatures and Certifications.......................................... 17

<Page>

                        PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                               TRACKPOWER, INC.
                                BALANCE SHEET
                                 (UNAUDITED)
                                 May 31, 2003


<Table>
<S>                                                  <C>
ASSETS
Current Assets:
  Cash                                                $     9,296
  Other current assets                                        293
------------------------------------------------------------------

Total current assets                                        9,589
------------------------------------------------------------------

Racehorse and office equipment                             83,888
  Less: Accumulated depreciation                          (23,950)
------------------------------------------------------------------
     Racehorse and net office equipment                    59,938

------------------------------------------------------------------
TOTAL ASSETS                                          $    69,527
==================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
  Accounts payable (including $187,765 due to
     related parties)                                 $   452,554
  Accrued interest                                        122,260
  Accrued Directors' Fees                                  69,250
  Accrued professional fees                                28,173
  Other accrued expenses                                    2,000
  Senior subordinated convertible debentures,
     due October 31, 2004                                 436,000
  Note payable                                             21,000
------------------------------------------------------------------
     Total current liabilities                          1,131,237
------------------------------------------------------------------

Commitments and contingencies
  (see Summary of Significant Accounting Policies)

Shareholders' equity (deficit):
  Convertible preferred stock, no par value,
     unlimited shares authorized, none issued                   -
  Common stock, $.0001 par value; unlimited
     shares authorized, 191,066,203 shares,
     issued and outstanding                                19,106
  Additional paid in capital                           23,255,721
  Accumulated deficit                                 (24,336,537)
------------------------------------------------------------------
     Total shareholders' equity (deficit)              (1,061,710)
------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)  $    69,527
==================================================================
</Table>


                 See accompanying notes to financial statements.


                                       3
<Page>

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

<Table>
<Caption>
                                                          Three Months Ended
                                                                May 31,
                                                          2003           2002
                                                          ----           ----
<S>                                                   <C>            <C>
Revenue
   Purse winnings                                        $    540      $  14,241
---------------------------------------------------------------------------------
   Total revenue                                              540         14,241

Operating expenses:
   Wages and consulting fees                               43,058         73,510
   Trainer and equine fees                                  4,718          6,371
   Professional fees                                       11,299         46,854
   General and administrative                              22,965         59,462
---------------------------------------------------------------------------------
   Total operating expenses                                82,040        186,197

Loss from operations                                      (81,500)      (171,956)

Other (income) expenses:
   Gain on extinguishment of debt                        (407,475)             -
   Gain on sale of distribution rights                    (13,713)             -
   Realized loss on marketable securities                     800              -
   Interest                                                 8,996          8,473
   Non-cash financing expense                                   -         28,496
   Depreciation and amortization                            1,830          2,958
---------------------------------------------------------------------------------
   Total other (income) expenses                         (409,562)        39,927

Net income (loss)                                        $328,062      $(211,883)
=================================================================================

Basic and diluted earnings (loss)
per share of common stock:
Weighted average number of common shares outstanding  191,066,203    148,605,328
Basic earnings (loss) per share                            $0.002        $(0.001)
Diluted earnings (loss) per share                          $0.002        $(0.001)

                                     Comprehensive
                                     Income (Loss)

Net income (loss)                                        $328,062      $(211,883)
Other comprehensive loss:
Unrealized holding loss on marketable securities                -         (2,400)
---------------------------------------------------------------------------------
Comprehensive income (loss)                              $328,062      $(214,283)
---------------------------------------------------------------------------------
</Table>


                 See accompanying notes to financial statements.


                                       4
<Page>


                               TRACKPOWER, INC.
                           STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)


<Table>
<Caption>
                                                          Three Months Ended
                                                                May 31,
                                                          2003           2002
                                                          ----           ----
<S>                                                   <C>            <C>
-------------------------------------------------------------------------------
NET CASH FROM OPERATIONS
      Net income (loss)                                $328,062      $(211,883)
      Adjustments to reconcile net loss
      to net cash used in operating
      activities:
      Depreciation and amortization                       1,830          2,958
      Loss on marketable securities                         800              -
      Gain on extinguishment of debt                   (407,475)             -
      Non-cash financing expense
      incurred in connection with
      issuance of convertible debentures                      -         28,496
   Changes in:
      Other current assets                                    -         (3,758)
      Accounts payable and accrued expenses              85,587        (43,818)
-------------------------------------------------------------------------------
Net cash (used in) operating activities                   8,804       (228,005)
-------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of racehorse and office equipment                -        (40,247)
-------------------------------------------------------------------------------
Net cash (used in) investing activities                       -        (40,247)
-------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from common stock subscribed                     -        255,000
-------------------------------------------------------------------------------
Net cash provided by financing activities                     -        255,000
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Increase (decrease) in cash                               8,804       (13,252)
-------------------------------------------------------------------------------
CASH, beginning of period                                   492         20,141
-------------------------------------------------------------------------------
CASH, end of period                                    $  9,296      $   6,889
-------------------------------------------------------------------------------
</Table>

Other noncash activities:

During the three month period ended May 31, 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 three month period ended May 31, 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 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
                                  May 31, 2003

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

      RACEHORSES

      During fiscal 2002 the Company acquired its first racehorse and in fiscal
2003 it acquired another racehorse. During the quarter ended August 31, 2002,
the Company sold the first of its two racehorses. The second racehorse, which
suffered a medical condition in fiscal 2003, has just recently begun winning
purses.

      RACETRACK OWNERSHIP OPPORTUNITIES

      The Company also continues to evaluate opportunities in racetrack
ownership and has identified the following opportunity.

      On September 5, 2002, the Company announced that it was pursuing ownership
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.

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

      The Tioga Downs assets have been tied up in a Chapter 11 bankruptcy since
January of 2003. The Company and its business partners have been negotiating to
obtain ownership of the property and is hopeful that the ownership situation
will be sorted out in a mutually satisfactory manner shortly.

      Although the Tioga property is not currently licensed, the Company through
a partnership, submitted a license application to the New York State Racing and
Wagering Board for a harness racing meet. The Commission has deferred the matter
of issuing the license until the ownership situation of the Tioga property is
resolved.

      Although there can be no assurances, the Company remains hopeful that an
ownership transaction will close and that a racing license will ultimately be
obtained.


                                       6
<Page>

      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 months ended
May 31, 2003 are not necessarily indicative of the results that may be expected
for the fiscal year ending February 28, 2004. 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, 2003.

      GOING CONCERN

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

      CONTINGENCIES

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

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


                                       7
<Page>

with the Company.

      LONG-LIVED ASSETS

      Long-lived assets, including racehorses, are reviewed when facts and
circumstances indicate that the carrying value of the asset may not be
recoverable. When necessary, impaired assets are written down to estimated
fair value based on the best information available. Fair value is determined
by estimated future cash flows and appraised value of the assets.

      MARKETABLE SECURITIES

      The Company holds marketable securities, which consist of common stock of
a publicly traded company. During the three month period ended May 31, 2003 the
common shares ceased to be traded on NASD's over-the-counter-bulletin-board and
accordingly the Company opted to write-off the securities and accordingly
recorded a $800 realized loss on marketable securities.

      CONVERTIBLE DEBENTURES

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

      At May 31, 2003, $436,000 in senior subordinated convertible debentures
were 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 July 15, 2003, the Company has not received any
notices of default and accordingly has classified such convertible debt as a
current liability.

      During the three month period ended May 31, 2002 the Company recorded
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.

      NET EARNINGS AND 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 May 31, 2003 have been excluded as the effects of such shares
would have been anti-dilutive.

      RECENT ACCOUNTING PRONOUNCEMENTS

      In April 2003, the Financial Accounting Standards Board ("FASB") issued
SFAS 149 "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities". This Statement improves and clarifies financial reporting for
derivative instruments and hedging activities under SFAS 133 "Accounting for
Derivative Instruments and Hedging Activities".

      In May 2003, the Financial Accounting Standards Board ("FASB") issued
SFAS 150 "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity". This Statement requires a number of defined
financial instruments to be classified as liabilities instead of equity.

      Management does not expect that the adoption of SFAS 149 and 150 will
have a material effect on the Company's operations or financial position.

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.


                                       8
<Page>

      OVERVIEW

      The Company owns a racehorse, which generates purse winnings from races.
The Company also continues to pursue the Tioga Downs racetrack ownership
opportunity. Tioga Downs consists of approximately 138 acres in New York State,
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. Management would also like to add video lottery terminals
to the facility should the appropriate state legislation be enacted and has made
a license application, through a partnership, to the New York Racing and
Wagering Board to begin operating a harness racing meet. The Tioga Downs assets
have been tied up in a Chapter 11 bankruptcy since January 2003 and the New York
Racing and Wagering Commission has deferred the decision on the racing license
until the ownership situation is resolved.

      RESULTS OF OPERATIONS

      FOR THE THREE MONTH PERIOD ENDED MAY 31, 2003

      Revenues for the three month period ended May 31, 2003 were $540 compared
to $14,241 during the comparative period in the prior year. Revenues consist of
purse winnings from the Company's racehorses. The reason for the decline in
revenues is due to the Company owning two racehorses during the three month
period ended May 31, 2002 and only one during the three month period ended May
31, 2003. In addition the racehorse currently owned suffered a medical
condition, during fiscal 2003, that prevented it from racing and has only
recently recovered to the point of generating purse winnings.

      Operating expenses totaled $82,040 during the three-month period ended May
31, 2003 substantially down from $186,197 during the comparative period in the
prior year.

      Wages and consulting costs were $43,058 during the three month period
ended May 31, 2003 compared to $73,510 during the comparative period in the
prior year. The wages and consulting costs during the three month period ended
May 31, 2002 consisted of $71,720 in executive wages and $1,790 in various
consulting costs. The wages and consulting costs in the current period
represented the employment costs of executive staff and an allocation of an
accounting staff member totaling $43,058.

      General and administrative expenses were $22,965 during the three month
period ended May 31, 2003 compared to $59,462 during the comparative period in
the prior year. Within general and administrative costs; 1) auto lease, repair
and gasoline expenses were $6,714 during the three month period ended May 31,
2003 up from $6,625 in the comparative period in the prior year, 2) rent and
insurance expenses were $4,773 in the current quarter and $5,800 in the prior
year, 3) directors fees were $3,750 in the current quarter compared to $7,200 in
the prior year, 4) telephone and cellular costs were $2,651 during the current
quarter, down from $8,565 during the three month period ended May 31, 2002, 5)
foreign exchange losses were reduced from $4,945 during the three month period
ended May 31, 2002 to $1,618 during the current quarter, 6) employment benefits
totaled $1,333 during the current quarter and $1,172 in the comparative period a
year ago, 7) corporate fees were $1,218 during the three month period ended May
31, 2003 compared to $2,444 in the comparative period in the prior year, 8)
travel, meals and entertainment were reduced from $16,771 during the three month
period ended May 31, 2002 to zero in the current quarter, and 9) other
miscellaneous costs totaled $908 during the current quarter and were
approximately $5,940 a year ago (no individual category of expense


                                       9
<Page>

exceeding $2,000).

      Professional fees were $11,299 during the current quarter substantially
down from $46,854 during the comparative period in the prior year. Accounting
fees were $7,500 during the three month period ended May 31, 2003 and $6,500
during the comparative period in the prior year. Legal fees decreased from
$40,353 during the three month period ended May 31, 2002 to $3,799 during the
current quarter. The decrease is a result of the Company no longer pursuing the
Armstrong Holdings acquisition (an entity involved in horse breeding, racing
and providing equine services to the standard bred horse industry, for
further details please refer to the Management's Discussion and Analysis or
Plan of Operations included in the Company's Form 10KSB for the year ended
February 28, 2003) and very little activity on the Tioga Downs opportunity.

      Trainer and equine fees totaled $4,718 during the three month period ended
May 31, 2003 compared to $6,371 in the comparative period a year ago. Trainer
and equine fees were reduced due to the sale of one the Company's racehorses.

      The loss from operations has been reduced, due to the change in business
strategy, from $171,956 during the three month period ended May 31, 2002 to
$81,500 during the three month period ended May 31, 2003.

      Other income totaled $409,562 during the three month period ended May 31,
2003 compared to other expense of $39,927 during the comparative period in the
prior year.

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

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

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

      Interest expense on the Company's senior subordinated convertible
debentures remained unchanged at $8,996 during the current quarter and $8,473
during the comparative period in the prior year.

      Depreciation and amortization expense was $2,958 a year ago and $1,830
during the current quarter. The reduction is the result of asset disposals
during fiscal 2003.


                                       10
<Page>

      The Company recorded non-cash financing expense of $28,496 during the
three month period ended May 31, 2002 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 Company recorded net income of $328,062 during the three month period
ended May 31, 2003 (less than $0.01 per share) compared to a net loss of
$211,883 (also less than $0.01 per share) during the comparative period in the
prior year. The change is primarily the result of the $407,475 gain on
extinguishment of debt described above.

      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 during the three month
period ended May 31, 2002.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

Revenue Recognition:

Revenue is recorded when earned and consists of:

      Purse winnings

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

Fair Value of Financial Instruments:

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

LONG-LIVED ASSETS

      Long-lived assets, including racehorses, are reviewed when facts and
circumstances indicate that the carrying value of the asset may not be
recoverable. When necessary, impaired assets are written down to estimated
fair value based on the best information available. Fair value is determined
by estimated future cash flows and appraised value of the assets.


                                       11
<Page>

      FINANCIAL CONDITION

      During the three month period ended May 31, 2003, total assets increased
from $63,353 to $69,527. The increase is primarily the result of a small
increase in cash balances

      Current assets increased from $1,585 to $9,589. During the current quarter
cash balances were increased from $492 to $9,296, the Company's investment in
marketable securities valued at $800 at February 28, 2003 was written off (see
below for a more complete explanation of marketable securities).

      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. During
the three month period ended May 31, 2003 the securities were delisted from the
OTCBB and accordingly the carrying value of this investment has been reduced to
zero at May 31, 2003.

      The Company's carrying value of racehorse and office equipment was reduced
from $61,768 to $59,938 during the quarter due to normal depreciation of $1,830.

      Current liabilities of the Company decreased from $1,453,125 at February
28, 2003 to $1,131,237 as at May 31, 2003. The decrease is primarily
attributable to the Company's extinguishment of debt described in Results of
Operations above.

      The decrease in current liabilities was the result of increases in
accounts payable (including amounts due to related parties) of $57,949, accrued
interest of $8,913, accrued directors fees of $3,750 and accrued professional
fees of $7,500, more than offset by a $400,000 decrease in transponder fees
payable.

      The shareholders' deficit decreased from $1,389,772 as at February 28,
2003 to $1,061,710 at May 31, 2003. Common stock and additional paid in capital
remained unchanged during the quarter. The Company's accumulated deficit
decreased from $24,664,599 at the beginning of the period to $24,336,537 at the
end of the quarter, as a result of the Company's net income of $328,062 during
the period.

      LIQUIDITY AND CAPITAL RESOURCES

      During the three month period ended May 31, 2003 the Company generated
$8,804 in cash from operating activities primarily as a result of net income of
$328,062 for the period reduced by non cash adjustments and changes in various
working capital items.

      The revenues of the Company during the three month period ended May 31,
2003 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 (one of which was disposed of during fiscal
2003) and continues to evaluate other horseracing related opportunities.

      The Company historically has been able to raise funds by way of debt and
equity private placements to partially offset its operating losses. There can be
no assurance that the


                                       12
<Page>

Company's ability to raise funds to satisfy its obligations and sustain
operations will continue.

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

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

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

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.


                                       13
<Page>

                          PART II. OTHER INFORMATION

ITEM 1.  LITIGATION.

      Not applicable.

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS.

      Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

      The Company is technically in default of the senior subordinated
convertible debentures. As a result, they have been classified as current
liabilities.

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

      Not applicable.

ITEM 5.  OTHER INFORMATION.

      Not applicable.


                                       14
<Page>

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

      (a)   EXHIBITS.

<Table>
<Caption>
EXHIBIT   DOCUMENT
-------   --------
<C>       <S>
2         PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION

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

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

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

3         ARTICLES OF INCORPORATION AND BYLAWS

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

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

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

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

4         INSTRUMENTS ESTABLISHING RIGHTS OF SECURITY HOLDERS

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

10        MATERIAL CONTRACTS

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

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

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

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

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

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

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


                                       15
<Page>

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



     (b) REPORTS ON FORM 8-K


          NONE.

* Filed herewith.

   (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)


                                       16

<Page>

                                  SIGNATURES

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



DATE:  JULY 15, 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 to the date of our most
   recent evaluation, including any corrective actions with regard to


                                       17
<Page>

   significant deficiencies and material weaknesses.


Date: July 15, 2003                By: /s/ John G. Simmonds
                                       ----------------------------
                                       John G. Simmonds
                                       Principal Executive and Financial Officer


                                       18