<PAGE>





  As filed with the Securities and Exchange Commission on October 20, 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 August 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 August 31, 2003 are as follows:

               CLASS OF SECURITIES              SHARES OUTSTANDING
               -------------------              ------------------
          Common Stock, $.0001 par value            193,679,081

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


<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

    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................................................................20


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
                                TRACKPOWER, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)
                                 August 31, 2003


<TABLE>
<CAPTION>

<S>                                                                  <C>
ASSETS
Current Assets:
   Other current assets                                                     670
--------------------------------------------------------------------------------

Total current assets                                                        670
--------------------------------------------------------------------------------

Racehorse and office equipment                                           54,648
   Less:    Accumulated depreciation                                    (25,780)
--------------------------------------------------------------------------------
       Racehorse and net office equipment                                28,868

--------------------------------------------------------------------------------
TOTAL ASSETS                                                          $  29,538
--------------------------------------------------------------------------------


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
   Bank overdraft                                                     $   4,571
   Accounts payable (including $169,718 due to related parties)         452,979
   Accrued interest                                                     128,221
     Accrued Directors' Fees                                             73,000
   Accrued professional fees                                              8,989
     Other accrued expenses                                               2,000
     Senior subordinated convertible debentures, due October 31, 2004   426,000
   Note payable                                                          21,000
--------------------------------------------------------------------------------
       Total current liabilities                                      1,116,760
--------------------------------------------------------------------------------

Commitments and contingencies (see Notes)

Shareholders' equity (deficit):
   Convertible preferred stock, no par value, unlimited shares authorized, none
   issued
   Common stock, $.0001 par value; unlimited shares authorized,
   193,679,081 shares, issued and outstanding                            19,368
   Additional paid in capital                                        23,300,086
   Accumulated deficit                                              (24,406,676)
--------------------------------------------------------------------------------
       Total shareholders' equity (deficit)                          (1,087,222)
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                 $   29,538
--------------------------------------------------------------------------------
</TABLE>

                 See accompanying notes to financial statements.

                                       3

<PAGE>


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



<TABLE>
<CAPTION>


                                                               Three Months Ended                  Six Months Ended
                                                                     August 31,                        August 31,
                                                                2003            2002               2003        2002
                                                                ----            ----               ----        ----
<S>                                                             <C>             <C>                <C>         <C>
 Revenue
     Purse winnings                                                $ 130          $ 588             $670        $14,829
 -----------------------------------------------------------------------------------------------------------------------
     Total revenue                                                   130            588              670         14,829

 Operating expenses:
     Wages and consulting fees                                     6,197         71,388           49,255        144,898
     Management fees - related parties                            30,000              -           30,000              -
     Trainer and equine fees                                       1,495         12,018            6,213         18,389
     Professional fees                                            14,917         21,125           26,216         67,979
     General and administrative                                   21,964         40,188           44,929         99,650
 -----------------------------------------------------------------------------------------------------------------------
     Total operating expenses                                     74,573        144,719          156,613        330,916

 Loss from operations                                           (74,443)      (144,131)        (155,943)      (316,087)

 Other (income) expenses:
     Gain on extinguishment of debt                             (29,660)              -        (437,135)              -
     Recovery of legal costs                                    (24,351)              -         (24,351)              -
     Gain on sale of distribution rights                               -              -         (13,713)              -
     Interest                                                      8,845          8,929           17,841         17,402
     Non-cash financing expense                                    9,792              -            9,792         28,496
     Realized loss on marketable securities                            -              -              800              -
     Writedown of racehorse                                       29,240              -           29,240              -
     Loss on sale of racehorse                                         -         18,471                -         18,471
     Depreciation and amortization                                 1,830          3,234            3,660          6,192
 -----------------------------------------------------------------------------------------------------------------------
     Total other (income) expenses                               (4,304)         30,634        (413,866)         70,561

 -----------------------------------------------------------------------------------------------------------------------
 Net income (loss)                                              (70,139)      (174,765)          257,923      (386,648)
 =======================================================================================================================

 Basic and diluted earnings (loss) per share of common stock:
 Weighted average number of common shares outstanding        191,501,683    170,417,870      191,283,943    159,511,599
 Basic earnings (loss) per share                               $(0.0003)       $(0.001)           $0.001       $(0.002)
 Diluted earnings (loss) per share                             $(0.0003)       $(0.001)           $0.001       $(0.002)



                                                          Comprehensive
                                                          Income (Loss)

 Net income (loss)                                             $(70,139)     $(174,765)         $257,923     $(386,648)
 Other comprehensive loss:
 Unrealized holding (loss) on marketable securities                    -        (1,600)                -        (4,000)
 -----------------------------------------------------------------------------------------------------------------------
 Comprehensive income (loss)                                   $(70,139)     $(176,365)         $257,923     $(390,648)
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>

                   See accompanying notes to financial statements.



                                       4
<PAGE>


                                TRACKPOWER, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                                   Six Months Ended
                                                                                                      August 31,
                                                                                            2003                      2002
                                                                                            ----                      ----
   ------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                     <C>

   Net cash from operations
            Net income (loss)                                                           $257,923                $ (386,648)
            Adjustments to reconcile net loss
            to net cash used in operating activities:
            Depreciation and amortization                                                  3,660                     6,192
            Loss on marketable securities                                                    800                         -
            Gain on extinguishment of debt                                              (437,135)                        -
            Loss on writedown of racehorse                                                29,240                         -
            Common stock issued for consulting services                                    1,950                         -
            Non-cash financing expense                                                     9,792                    28,496
            Loss on sale of horse                                                              -                    18,471
        Changes in:
            Accounts receivable                                                                -                         -
            Other current assets                                                            (377)                   (5,782)
            Accounts payable and accrued expenses
            (including due to related parties)                                           109,084                    21,993
   ------------------------------------------------------------------------------------------------------------------------
   Net cash used in operating activities                                                 (25,063)                 (317,278)
   ------------------------------------------------------------------------------------------------------------------------
   Cash flows from investing activities:
         Proceeds from sale of horse                                                           -                    31,529
         Purchase of racehorse and office equipment                                            -                   (40,247)
   ------------------------------------------------------------------------------------------------------------------------
   Net cash used in investing activities                                                       -                    (8,718)
   ------------------------------------------------------------------------------------------------------------------------
   Cash flows from financing activities:
         Proceeds from common stock subscribed                                            20,000                   310,000
         Increase in bank overdraft                                                        4,571                         -
   ------------------------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                                              24,571                   310,000
   ------------------------------------------------------------------------------------------------------------------------

   ------------------------------------------------------------------------------------------------------------------------
   Increase (decrease) in cash                                                              (492)                  (15,996)
   ------------------------------------------------------------------------------------------------------------------------
   Cash,  beginning of period                                                                492                    20,141
   ------------------------------------------------------------------------------------------------------------------------
   Cash,  end of period                                                                      $ 0                   $ 4,145
   ------------------------------------------------------------------------------------------------------------------------
</TABLE>


Noncash activities:

During the six month period ended August 31, 2003 the Company issued 97,500
common shares for consulting services provided which have been valued at $1,950.
During the six month period ended August 31, 2003 the Company issued 515,378
common shares for conversion of a debenture having a face value of $10,000 and
accrued interest of $2,885. The Company also recorded non-cash financing expense
of $9,792 representing the cost of issuing additional shares of its common stock
for improved conversion rights for principal and accrued but unpaid interest on
a convertible debenture.

During the six month period ended August 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 six
month period ended August 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
                                 August 31, 2003

RECENT DEVELOPMENTS

         TIOGA PARK

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

         The Tioga Park assets have been tied up in a Chapter 11 bankruptcy
since January of 2003.

         On October 16, 2003, the Company announced that it had acquired an
interest in Tioga Park through a related entity. While terms of the
transaction are not being disclosed at this time, TrackPower confirms that
the track has been fully paid for by the related party and that a deed,
vesting title to the racetrack in TrackPower, will occur in the near term.
The Company also announced it will also be notifying the New York State
Racing and Wagering Board that the license application put on hold this past
March will be reactivated and that TrackPower will be pursuing the necessary
approvals to operate Tioga Park as a fully licensed live and simulcast
horseracing facility in 2004. TrackPower will also pursue enabling
legislation to operate Video Lottery Terminals at the racetrack.

         The Company also plans, subject to its ability to assemble
appropriate financing, to fully develop the Tioga Park property. The plan may
include a hotel property and other facilities such as a golf course. The
Company has been in contact with several investors who have expressed
interest in participating in the project.

         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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS

         TrackPower's present business strategy and direction is to evaluate
horseracing industry related opportunities. In addition the Company acquires
racehorses for the purpose of earning purse winnings.

         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

                                       6
<PAGE>

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 six months ended August
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 include any adjustments relating to
the recoverability and classification of recorded assets and classification
of liabilities that might be necessary should the Company be unable to
continue as a going concern.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include the recoverability of assets
and the fair value of common stock and other equity securities issued. Actual
results could differ from those estimates.

         NON-RECURRING ITEMS

         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
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 with the Company.

         During the three month period ended August 31, 2003, the Company
also recorded a gain of $29,660 on extinguishment of debt, representing
certain additional historic liabilities related to previous business
opportunities.

                                       7
<PAGE>


         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 six month period ended August 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 August 31, 2003, $426,000 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 October 1, 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 August 31, 2003, the Company with
the approval of the Board of Directors provided a debenture holder the ability
to convert the principal and interest owed under a convertible debenture to
common stock at a reduced conversion price of $0.025 per share. The transaction
resulted in additional shares issued to the debenture holder and the Company has
recorded the value of those shares as a charge in non-cash financing expense.
Principal of $10,000 plus accrued interest of $2,885 were converted into 515,378
common shares. Under the original terms of the debenture only 25,769 shares
would have been issued, therefore 489,609 additional shares valued at $0.02 per
share resulted in non-cash financing expense of $9,792.

         During the six month period ended August 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 August 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


                                       8

<PAGE>

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

         The Company owns a racehorse, which generates purse winnings from
races. The Company is also in the process of consummating the Tioga Park
racetrack acquisition opportunity. Tioga Park 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.

         The Tioga Park assets have been tied up in a Chapter 11 bankruptcy
since January of 2003. On October 16, 2003, the Company announced that it had
acquired an interest in Tioga Park through a related entity. Specific terms of
the transaction are not being disclosed at this time. The Company also announced
it will also be notifying the New York State Racing and Wagering Board that the
license application put on hold this past March will be reactivated and that
TrackPower will be pursuing the necessary approvals to operate Tioga Park as a
fully licensed live and simulcast horseracing facility in 2004. TrackPower will
also pursue enabling legislature to operate Video Lottery Terminals at the
racetrack.

         The Company also plans, subject to its ability to assemble appropriate
financing, to fully develop the Tioga Park property. The plan may include a
hotel property and other facilities such as a golf course. The Company has been
in contact with several investors who have expressed interest in participating
in the project.

         RESULTS OF OPERATIONS

         FOR THE THREE MONTH PERIOD ENDED AUGUST 31, 2003

         Revenues for the three month period ended August 31, 2003 were $130
compared to $588 during the comparative period in the prior year. Revenues
consist of purse winnings from the Company's racehorse. The racehorse currently
owned by the Company 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  $74,573 during the  three-month  period
ended August 31, 2003  substantially  down from $144,719 during the comparative
period in the prior year.

         Wages and consulting costs were $6,197 during the three month period
ended August 31, 2003 compared to $71,388 during the comparative period in
the prior year. The wages and consulting costs during the three month period
ended August 31, 2002 consisted of $66,507 in executive wages and $4,881 in
various consulting costs. The wages and consulting costs during the three
month period ended August 31, 2003 consisted of $4,247 in financial
accounting wages and $1,950 in various consulting costs.

         During the three month period ended August 31, 2003 the Company
incurred $30,000 of management fees to a related party for executive
compensation. In the prior year the Company


                                       9

<PAGE>

did not incur any management fee costs but did compensate certain executives
directly.

         General and  administrative  expenses  were $21,964  during the three
month period ended August 31, 2003 compared to $40,188 during the comparative
period in the prior year.

         Within general and administrative costs; 1) directors and transfer
agent fees were $8,033 in the current quarter compared to $10,836 in the prior
year, 2) auto lease, repair and gasoline expenses were $6,253 during the three
month period ended August 31, 2003 down from $6,979 in the comparative period in
the prior year, 3) rent and insurance expenses were $4,663 in the current
quarter and $6,403 in the prior year, 4) telephone and cellular costs were
$2,343 during the current quarter, down from $3,960 during the three month
period ended August 31, 2002, and 5) other miscellaneous costs totaled $672
during the current quarter and were approximately $12,010 a year ago.

         Professional fees were $14,917 during the current quarter, down from
$21,125 during the comparative period in the prior year. Accounting fees were
$9,000 during the three month period ended August 31, 2003 and $18,125 during
the comparative period in the prior year. Legal fees increased from $3,000
during the three month period ended August 31, 2002 to $5,917 during the current
quarter. The increase is the result of additional activity associated with the
Tioga Park acquisition.

         Trainer and equine fees totaled $1,495 during the three month period
ended Augst 31, 2003 compared to $12,018 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 from $144,131 during the
three month period ended August 31, 2002 to $44,443 during the three month
period ended August 31, 2003. The reduction is the result of management
restructuring certain expense allocations with related Companies. It is
anticipated that if the Tioga Park acquisition is consummated the operating
costs of the Company will increase substantially.

         Other income  totaled  $4,304 during the three month period ended
August 31, 2003 compared to other expense of $30,634 during the comparative
period in the prior year.

         Other expense included a gain on extinguishment of debt of $29,660 in
the current quarter, which included miscellaneous historic liabilities related
to previous business opportunities. Other expense in the current quarter also
included a recovery of legal fees from a related party in the amount of $24,351
that have been expensed in previous periods.

         During the three month period ended August 31, 2003, the Company
determined that the carrying value of the Company's remaining racehorse should
be written down due to the low levels of purse winnings generated. The racehorse
suffered a medical condition earlier in the year, which proved to significantly
limit the horse's ability to earn purse winnings. Management has estimated the
fair value of the racehorse is approximately $10,000 and therefore has written
down the carrying value of the racehorse from $39,240 to $10,000 and recorded a
loss of $29,240.

         Interest expense on the Company's senior subordinated convertible
debentures declined slightly from $8,929 during the quarter ended August 31,
2002 to $8,845 during the three month period ended August 31, 2003.


                                       10
<PAGE>


         Depreciation  and  amortization  expense was $3,234 a year ago and
$1,830 during the current quarter. The reduction is the result of asset
disposals during fiscal 2003.

         The Company recorded non-cash financing expense of $9,792 during the
three month period ended Augsut 31, 2003 resulting from the conversion of
principal and accrued interest under a debenture into common stock at $0.025 per
share instead of the $0.50 per share as stipulated under the original terms of
the debenture. Principal of $10,000 plus accrued interest of $2,885 were
converted into 515,378 common shares. Under the original terms of the debenture
only 25,769 shares would have been issued, therefore 489,609 additional shares
valued at $0.02 per share resulted in non-cash financing expense of $9,792.

         The Company recorded a net loss of $70,139 during the three month
period ended August 31, 2003 ($0.0003 per share) compared to a net loss of
$174,765 ($0.001 per share) during the comparative period in the prior year. The
change is primarily the result of reduced levels of wages and consulting costs
and extinguishment of debt recorded during the current quarter.

         The Company included an unrealized holding loss on marketable
securities (within Other Comprehensive Loss) of $1,600 as a result of a
reduction in the market value of the Company's marketable securities during the
three month period ended August 31, 2002.

         FOR THE SIX MONTH PERIOD ENDED AUGUST 31, 2003

         Revenues for the six month period ended August 31, 2003 were $670
compared to $14,829 during the comparative period in the prior year. Revenues
consist of purse winnings from the Company's racehorse. The reason for the
decline in revenues is due to the Company owning two racehorses during the six
month period ended August 31, 2002 and only one during the six month period
ended August 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 relatively little in purse
winnings.

         Operating  expenses  totaled  $156,613  during the  six-month  period
ended August 31, 2003 substantially down from $330,916 during the comparative
period in the prior year.

         Wages and consulting costs were $49,255 during the six month period
ended August 31, 2003 compared to $144,898 during the comparative period in
the prior year. The wages and consulting costs during the six month period
ended August 31, 2002 consisted of $138,226 in executive wages and $6,672 in
various consulting costs. The wages and consulting costs during the six month
period ended August 31, 2003 consisted of $47,305 in executive wages and
$1,950 in various consulting costs.

         During the six month period ended August 31, 2003 the Company
incurred $30,000 of management fees to a related party for executive
compensation. In the prior year the Company did not incur any management fee
costs but did compensate certain executives directly.

         General and  administrative  expenses  were $44,929  during the six
month period ended August 31, 2003 compared to $99,650 during the comparative
period in the prior year.

         Within general and administrative costs; 1) directors and transfer
agent fees were $13,001 in the current period compared to $20,481 in the prior
year, 2) auto lease, repair and gasoline



                                       11

<PAGE>

expenses were $12,967 during the six month period ended August 31, 2003 down
from $15,033 in the comparative period in the prior year, 3) rent and insurance
expenses were $8,664 in the current period and $11,273 in the prior year, 4)
telephone and cellular costs were $4,995 during the current period, down from
$12,524 during the six month period ended August 31, 2002, 5) employment
benefits totaled $2,465 during the current period and $3,062 in the comparative
period a year ago, 6) foreign exchange losses were reduced from $4,542 during
the six month period ended August 31, 2002 to $666 during the current quarter,
7) travel, meals and entertainment were reduced from $17,013 during the six
month period ended August 31, 2002 to $265 in the current period, and 8) other
miscellaneous costs totaled $1,906 during the current period and were
approximately $15,722 a year ago (no individual category of expense exceeding
$3,000).

         Professional fees were $26,216 during the current period substantially
down from $67,979 during the comparative period in the prior year. Accounting
fees were $16,500 during the six month period ended August 31, 2003 and $24,625
during the comparative period in the prior year. Legal fees decreased from
$43,354 during the six month period ended August 31, 2002 to $9,716 during the
current period. The decrease is a result of the Company no longer pursuing an
acquisition known as Armstrong Holdings which was in the business of horse
breeding.

         Trainer and equine fees totaled $6,213 during the six month period
ended August 31, 2003 compared to $18,389 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 $316,087 during the six month period ended August 31,
2002 to $125,943 during the six month period ended August 31, 2003.

         Other income totaled $413,866 during the six month period ended August
31, 2003 compared to other expense of $70,561 during the comparative period in
the prior year.

         Other income included a gain on extinguishment of debt of $437,135 in
the current period. 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. The
Company has also opted to eliminate $37,135 in miscellaneous historic
liabilities related to previous business opportunities for which the creditors
have ceased communicating with the Company. Other expense in the current period
also included a recovery of legal fees from a related party in the amount of
$24,351 that have been expensed in previous periods.

         During the six month period ended August 31, 2003, the Company
determined that the carrying value of the Company's remaining racehorse should
be written down due to the low levels of purse winnings generated. The racehorse
suffered a medical condition earlier in the year, which proved to significantly
limit the horse's ability to earn purse winnings. Management has estimated the
fair value of the racehorse is approximately $10,000 and therefore has written
down the carrying value of the racehorse from $39,240 to $10,000 and recorded a
loss of $29,240.

                                       12

<PAGE>


         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 six month period ended August 31, 2003, which had previously been
written off in fiscal 2001. The Company for several years had not been pursuing
the distribution business strategy and management opted to realize a cash value
on the rights.

         The Company also realized a loss on marketable securities of $800
during the six month period ended August 31, 2003. The securities had been
listed on the NASD over-the-counter-bulletin-board but were delisted during the
current period 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 $17,841 during the current period and $17,402
during the comparative period in the prior year.

         Depreciation  and  amortization  expense was $6,192 a year ago and
$3,660 during the current period. The reduction is the result of asset disposals
during fiscal 2003.

         The Company recorded non-cash financing expense of $9,792 during the
six month period ended Augsut 31, 2003 resulting from the conversion of
principal and accrued interest under a debenture into common stock at $0.025 per
share instead of the $0.50 per share as stipulated under the original terms of
the debenture. Principal of $10,000 plus accrued interest of $2,885 were
converted into 515,378 common shares. Under the original terms of the debenture
only 25,769 shares would have been issued, therefore 489,609 additional shares
valued at $0.02 per share resulted in non-cash financing expense of $9,792.

         The Company recorded non-cash financing expense of $28,496 during the
six month period ended August 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 $257,923 during the six month period
ended August 31, 2003 ($0.001 per share) compared to a net loss of $386,648
($0.002 per share) during the comparative period in the prior year. The change
is primarily the result of the $437,135 gain on extinguishment of debt described
above and reduced levels of general, administrative, wages and consulting costs.

         The Company included an unrealized holding loss on marketable
securities (within Other Comprehensive Loss) of $4,000 as a result of a
reduction in the market value of the Company's marketable securities during the
six month period ended August 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


                                       13

<PAGE>

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 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.

Marketable securities:

The Company's marketable securities consist of common stock of publicly
quoted companies. The securities are considered "available for sale" and
therefore have been recorded at market value at the balance sheet date with
unrealized gains (losses) included as a separate component of stockholders'
deficiency. Any unrealized losses which are considered "other than temporary"
are classified as realized losses through operations.

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.

Contingencies:

The Company recognizes losses arising from contingencies when they become
known.

         FINANCIAL CONDITION

         During the three month period ended August 31, 2003, total assets
decreased from $69,527 to $29,538. The decrease is primarily the result of
management's decision to write down the carrying value of the Company's
remaining racehorse by $29,240 from $39,240 to $10,000.

         Current assets decreased from $9,589 to $670. During the current
quarter cash balances were decreased from $9,296 to zero. At August 31, 2003
the Company carried a bank overdraft of $4,571.

         The Company's carrying value of racehorse and office equipment was
reduced from $59,938 to $28,868 during the quarter due to normal depreciation
of $1,830 and the $29,240 writedown of the remaining racehorse as described
above.

         Current liabilities of the Company decreased from $1,131,237 at May
31, 2003 to $1,116,760 as at August 31, 2003. The decrease is primarily
attributable to the Company's extinguishment of debt described in Results of
Operations above.

         The shareholders' deficit increased from $1,061,710 as at May 31,
2003 to $1,087,222 at August 31, 2003. Common stock and additional paid in
capital increased by $44,627 during the quarter. The Company's accumulated
deficit increased from $24,336,537 at the beginning of the period to
$24,406,676 at the end of the quarter, as a result of the Company's net loss
of $70,139 during the period.

         During the three month period ended August 31, 2003 the Company
completed a private placement of 2,000,000 common shares at $0.01 per share
for total proceeds of $20,000.

                                       14

<PAGE>

         LIQUIDITY AND CAPITAL RESOURCES

        During the six month period ended August 31, 2003 the Company
utilized $25,063 in cash from operating activities primarily as a result of
net income of $257,923 for the period reduced by non cash adjustments and
changes in various working capital items. The Company also generated $24,571
from financing activities during the three month period ended August 31,
2003, consisting of a private placement of 2,000,000 common shares for
proceeds of $20,000 and an increase in bank overdraft of $4,571.

         The revenues of the Company during the six month period ended August
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 expects to consummate the acquisition of Tioga Park
shortly.

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

        Management is hopeful that the proposed acquisition of Tioga Park 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 substantial 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.

                                       15

<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1.  LITIGATION.

         Not applicable.

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS.

         During the three month period ended August 31, 2003 the Company issued
2,000,000 common shares for proceeds of $20,000 under a private placement.
Proceeds were used for general corporate purposes. The Company also issued
97,500 shares of its common stock for consulting services provided and
515,378 common shares for the conversion of a senior subordinated convertible
debenture having a face value of $10,000 plus accrued and unpaid interest of
$2,885.

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.


                                       16

<PAGE>




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

         (a)      Exhibits.

EXHIBIT        DOCUMENT
-------        --------

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 August 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).



                                       17

<PAGE>

EXHIBIT      DOCUMENT
-------      --------
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)



                                       18

<PAGE>


                                   SIGNATURES

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



DATE:  OCTOBER 20, 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

                                       19

<PAGE>

     significant deficiencies and material weaknesses.

Date:  October 20, 2003           By: /s/ John G. Simmonds
                                      ----------------------------
                                      John G. Simmonds
                                      Principal Executive and Financial Officer


                                       20