UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington,
DC 20549




FORM 10-Q




(Mark One)


[X]
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.For the Quarterly Period Ended
      November 30, 2008[  
]
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.




For the transition period from
______________ to ________________





Commission file number
000-28506





Gate To Wire Solutions,
Inc.


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




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





3565 King Road, Suite
102


King City, Ontario, L7B 1M3,
Canada


(Address of Principal Executive
Offices)





(905) 833-9845


(Issuer’s Telephone Number, Including
Area Code)





TrackPower, Inc.


(Former Name, Former Address and Former
Fiscal Year,


If Changed Since Last
Report)







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


Yes [X] No
[  ]




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




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




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


Yes [  ] No
[X]




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




The number of shares of common stock
(see Note 1) outstanding as of January 9, 2009:
27,702,578











GATE TO WIRE SOLUTIONS,
INC.











INDEX











PART I.
                Financial
      InformationItem 1.
                Condensed Consolidated Financial
      Statements (unaudited)Condensed Consolidated Balance
      Sheet
                3Condensed Consolidated Statements
      of Operations
                4Condensed Consolidated Statements
      of Stockholders’ Equity
                5Condensed Consolidated Statements
      of Cash Flows
                6Notes to Condensed Consolidated
      Financial Statements
                7Item 2.
                Management's Discussion and
      Analysis or Plan of Operation
                9Item 3.
                Controls and
      Procedures
                12PART II.
                Other
      InformationItem 2.
                Unregistered Sales of Equity
      Securities
                13Item 3.
                Defaults Upon Senior
      Securities
                13Item 6.
                Exhibits
                13Signatures and
      Certifications
                14














PART I.
Financial Information





Item
1.Condensed
Financial Statements.





GATE TO WIRE SOLUTIONS, INC. AND
SUBSIDIARY


(formerly known as TrackPower,
Inc.)


Consolidated Balance
Sheets








Assets


November 30,
                                2008
                              
                              
                              February
29,(Unaudited)
                              
                              
                              2008Current
    assetsCash and cash
      equivalents
                              
                              $
                              169
                              
                              
                              $
                              110,522Due from related parties (Note
      2)
                              
                              
                              4,042
                              
                              
                              
                              -Total current
      assets
                              
                              
                              4,211
                              
                              
                              
                              110,522License rights (Note
      3)
                              
                              
                              50,000
                              
                              
                              
                              50,000Total
assets
                              
                              $
                              54,211
                              
                              
                              $
                              160,522


Liabilities and Stockholders’
      DeficiencyCurrent
      liabilitiesAccounts
      payable
                          
                          $
                          233,590
                          
                          
                          $
                          263,726Due to related parties (Note
      2)
                          
                          
                          339,933
                          
                          
                          
                          212,000Restructured related party
      liabilities (Note 4)
                          
                          
                          -
                          
                          
                          
                          99,875Accrued
      expensesProfessional
      fees
                          
                          
                          33,500
                          
                          
                          
                          34,000Other
                          
                          
                          14,683
                          
                          
                          
                          12,000Total current
      liabilities
                          
                          
                          621,706
                          
                          
                          
                          621,601Total
      liabilities
                          
                          $
                          621,706
                          
                          
                          $
                          621,601Stockholders’
      deficiencyPreferred stock, 20,000,000 shares
      authorized, none outstanding
                          
                          
                          -
                          
                          
                          
                          -Common stock, $0.001 par value;
      200,000,000 shares
                            authorized, 27,702,578
      shares issued and outstanding(Feb. 29, 2008:
      9,853,055)
                          
                          
                          27,703
                          
                          
                          
                          9,853Additional paid-in
      capital
                          
                          
                          34,200,027
                          
                          
                          
                          30,226,509Common stock
      subscribed
                          
                          
                          -
                          
                          
                          
                          3,647,169Accumulated
      deficit
                          
                          
                          (34,795,225
                          )
                          
                          
                          (34,344,610Total stockholders’
      deficiency
                          
                          
                          (567,495
                          )
                          
                          
                          (461,079Total liabilities and
      stockholders’ deficiency
                          
                          $
                          54,211
                          
                          
                          $
                          160,522

















See accompanying notes to financial
statements











GATE TO WIRE SOULUTIONS, INC. AND
SUBSIDIARY


(formerly known as TrackPower,
Inc.)


Consolidated Statements of
Operations


(Unaudited)














Three Months
Ended
                    November 30,
                  
                  
                  Nine Months
      Ended
                    November 30,2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007Revenues:
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Costs and
      expenses:Management fees, related
      party
                  
                  
                  79,407
                  
                  
                  
                  55,429
                  
                  
                  
                  239,096
                  
                  
                  
                  182,929Professional fees
                  
                  
                  11,070
                  
                  
                  
                  (6,696
                  )
                  
                  
                  34,739
                  
                  
                  
                  1,479General and
    administrative
                  
                  
                  107,048
                  
                  
                  
                  30,081
                  
                  
                  
                  176,780
                  
                  
                  
                  73,062Interest
                  
                  
                  -
                  
                  
                  
                  26,178
                  
                  
                  
                  -
                  
                  
                  
                  83,893Depreciation and
      amortization
                  
                  
                  -
                  
                  
                  
                  381
                  
                  
                  
                  -
                  
                  
                  
                  1,145Gain on disposal of marketable
      securities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (7,550
                  )Total costs and
expenses
                  
                  
                  197,525
                  
                  
                  
                  105,373
                  
                  
                  
                  450,615
                  
                  
                  
                  334,958Net
      loss
                  
                  
                  (197,525
                  )
                  
                  
                  (105,373
                  )
                  
                  
                  (450,615
                  )
                  
                  
                  (334,958
                  )Preferred dividends
                  
                  
                  -
                  
                  
                  
                  59,836
                  
                  
                  
                  -
                  
                  
                  
                  180,822Net loss
      applicable to common shareholders
                  
                  $
                  (197,525
                  )
                  
                  $
                  (165,209
                  )
                  
                  $
                  (450,615
                  )
                  
                  $
                  (515,780
                  )Loss per
      share of common stock:Weighted
      average number of common shares outstanding
                  
                  
                  27,702,578
                  
                  
                  
                  8,177,685
                  
                  
                  
                  21,710,978
                  
                  
                  
                  7,894,074Loss per
      share
                  
                  $
                  (0.007
                  )
                  
                  $
                  (0.020
                  )
                  
                  $
                  (0.021
                  )
                  
                  $
                  (0.065
                  )














See accompanying notes to financial
statements














GATE TO WIRE SOLUTIONS, INC. AND
SUBSIDIARY


(formerly known as TrackPower,
Inc.)


Consolidated Statement of Changes in
Stockholders’ Equity/ (Deficiency)


November 30, 2008


(Unaudited)





Common
Stock
                    
                    
                    Additional
      Paid-in
                    
                    
                    Common
Stock
                    
                    
                    AccumulatedShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Subscribed
                    
                    
                    (Deficit)
                    
                    
                    TotalBalance February 29,
      2008
                    
                    
                    9,853,055
                    
                    
                    
                    9,853
                    
                    
                    
                    30,226,509
                    
                    
                    
                    3,647,169
                    
                    
                    
                    (34,344,610
                    )
                    
                    
                    (461,079
                    )Common stock private
      placement
                    
                    
                    150,000
                    
                    
                    
                    150
                    
                    
                    
                    104,850
                    
                    
                    
                    (105,000
                    )
                    
                    
                    -
                    
                    
                    
                    -Common stock issued pursuant to
      private placement associated with disposal of trade
      name
                    
                    
                    2,000,000
                    
                    
                    
                    2,000
                    
                    
                    
                    100,333
                    
                    
                    
                    (102,333
                    )
                    
                    
                    -
                    
                    
                    
                    -Common stock issued to settle
      preferred share obligations
                    
                    
                    12,200,000
                    
                    
                    
                    12,200
                    
                    
                    
                    3,427,636
                    
                    
                    
                    (3,439,836
                    )
                    
                    
                    -
                    
                    
                    
                    -Common stock issued pursuant to
      settlement with officers
                    
                    
                    899,375
                    
                    
                    
                    899
                    
                    
                    
                    98,976
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    99,875Net loss for the three months
      ended May 31, 2008
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (129,171
                    )
                    
                    
                    (129,171
                    )Balance May 31,
      2008
                    
                    
                    25,102,430
                    
                    
                    
                    25,102
                    
                    
                    
                    33,958,304
                    
                    
                    
                    -
                    
                    
                    
                    (34,473,781
                    )
                    
                    
                    (490,375
                    )Net loss for the three months
      ended August 31, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (123,919
                    )
                    
                    
                    (123,919
                    )Balance August 31,
      2008
                    
                    
                    25,102,430
                    
                    
                    
                    25,102
                    
                    
                    
                    33,958,304
                    
                    
                    
                    -
                    
                    
                    
                    (34,597,700
                    )
                    
                    
                    (614,294
                    )Common stockissuedinsettlement ofrelated party
      liabilities
                    
                    
                    2,600,000
                    
                    
                    
                    2,600
                    
                    
                    
                    241,722
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    244,322Common stockissuedpursuant to
      merger
                    
                    
                    148
                    
                    
                    
                    1
                    
                    
                    
                    1
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2Net loss for the three months
      ended November 30, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (197,525
                    )
                    
                    
                    (197,525
                    )Balance November 30,
      2008
                    
                    
                    27,702,578
                    
                    
                    
                    27,703
                    
                    
                    
                    34,200,027
                    
                    
                    
                    -
                    
                    
                    
                    (34,795,225
                    )
                    
                    
                    (567,495
                    )
























See accompanying notes to financial
statements














GATE TO WIRE SOLUTIONS, INC. AND
SUBSIDIARY


(formerly known as TrackPower,
Inc.)


Consolidated Statements of Cash
Flows


(Unaudited)


Nine Months
      Ended
                November
      30,2008
              
              
              2007Net
      cash from operationsNet (loss)
              
              $
              (450,615
              )
              
              $
              (334,958
              )Adjustments to reconcile net
      (loss)
                to net cash used in operating
      activities:Depreciation and
    amortization
              
              
              -
              
              
              
              1,145Gain on disposal of
      investment
              
              
              -
              
              
              
              (7,550
              )Changes
      in:Prepaid expenses
              
              
              -
              
              
              
              (6,720
              )Due from/to related
    parties
              
              
              378,340
              
              
              
              127,876Accounts payable and accrued
      expenses
              
              
              (38,078
              )
              
              
              56,789Net cash used
      in operating activities
              
              
              (110,353
              )
              
              
              (163,418
              )Cash
      flows from investing activities:Proceeds
      on disposal of marketable securities
              
              
              -
              
              
              
              37,100Net cash
      provided by investing activities
              
              
              -
              
              
              
              37,100Cash
      flows from financing activities:Increase
      in bank indebtedness
              
              
              -
              
              
              
              5,985Proceeds
      on issuance of common stock
              
              
              -
              
              
              
              45,500Proceeds
      from common stock subscribed
              
              
              -
              
              
              
              63,000Net cash
      provided by financing activities
              
              
              -
              
              
              
              114,485(Decrease) in
      cash
              
              
              (110,353
              )
              
              
              (11,833
              )Cash,  beginning
      of period
              
              
              110,522
              
              
              
              $11,833Cash,  end of
      period
              
              $
              169
              
              
              $
              -








Non-cash activities:





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





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





During the
nine months ended November 30, 2007 the Company:





1.
            Issued 100,000 shares of its common
      stock, valued at $36,000 pursuant to a settlement agreement with the
      Company’s former CEO





The Company did not make cash interest
or tax payments during the nine month periods ended November 30, 2008 or
2007.














See accompanying notes to financial
statements








GATE TO WIRE SOLUTIONS, INC. AND
SUBSIDIARY


(formerly known as TrackPower,
Inc.)


Notes to Condensed Consolidated
Financial Statements


November 30, 2008








Note 1 -
Summary of Significant Accounting Policies





Agreement
and Plan of Merger





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





Nature of
Business





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





Basis of
Presentation





The accompanying unaudited consolidated
financial statements of Gate To Wire Solutions, Inc. have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly they do not include all of the information and footnotes
required by generally accepted accounting principles in the United
States for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine months
ended November 30, 2008 are not necessarily indicative of the results that may
be expected for the fiscal year ending February 28, 2009. For further
information, refer to the financial statements and footnotes thereto included in
the Company’s annual report on Form 10-KSB for the fiscal year ended February
29, 2008.





Consolidated
Financial Statements





The consolidated financial statements
included the accounts of the Company and its wholly owned subsidiary Gamecorp
Inc., which is inactive. All inter-company transactions have been
eliminated.





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 and at November 30, 2008 had a working
capital deficit of $617,495. 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.








Note 2 - Due
to/from Related Parties





Periodically, the Company advances funds
and pays expenses on behalf of related parties and funds are advanced and
expenses are paid by related parties on behalf of the Company.  These
transactions result in non-interest bearing payables or receivables to related
parties.





Amounts due from related parties
were:





November 30,
      2008
              
              
              February 29,
                2008Entities with common directors
      and/or officers
              
              $
              4,042
              
              
              $
              -





Amounts due to related parties
were:





November 30,
      2008
                  
                  
                  November 30,
      2008Entities with common directors
      and/or officers
                  
                  $
                  117,345
                  
                  
                  $
                  -Director
                  
                  
                  2,985
                  
                  
                  
                  -Shareholder
                  
                  
                  219,603
                  
                  
                  
                  212,000Total
                  
                  $
                  339,933
                  
                  
                  $
                  212,000





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








Note 3 –
Licensing Rights





During fiscal 2008, the Company acquired
the exclusive licensing rights for Latin America for a horseracing proprietary
video distribution service from Bettor Solutions Inc. Under the license the
Company will share net revenues with Bettor Solutions Inc.





As of November 30, 2008 the Company had
not yet begun to receive revenues under the arrangement, and therefore, the
Company has not yet begun to amortize the intangible asset.








Note 4 -
Restructuring of Liabilities and Preferred Stock





On February 29, 2008, the Company
entered into a series of agreements to restructure certain related party
liabilities and Series A convertible preferred shares.





Related Party
Liabilities:





The Company agreed to issue 899,375
common shares to existing and former officers and directors for
past services provided of $99,875.  Such shares were issued in
the three months ended May 31, 2008





Series A Convertible Preferred
Stock:





The Company had $3,000,000 principal
value of 8% Series A convertible preferred share obligations and $439,836 of
accrued and unpaid dividends outstanding and the Company agreed to; 1) issue
12,200,000 restricted shares of its common stock valued at $3,439,836, and 2)
provide an earn out arrangement of ten percent (10%) of cumulative earnings
before interest, taxes, depreciation and amortization paid in cash, quarterly,
45 days following fiscal quarter end, to a maximum of $1,000,000, collectively,
to the members and affiliates of Asolare II, LLC, (“Asolare”) as full and
complete settlement of its preferred share obligations including any related
obligations of Asolare to its affiliates.  The 12,200,000 restricted
common shares were issued in the three months ended May 31,
2008.







Note 5 -
Loss per Share





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








Note 6 -
Related Party Transactions





During the nine month period ended
November 30, 2008, the Company paid $239,096 in compensation to officers as
management fees for their services. The Company also issued 899,375 common
shares to officers in payment of obligations owed (Note 4).





Recent
Accounting Pronouncements





In March 2008, the Financial Accounting
Standards Board (“FASB”) issued Statement of Financial Accounting Standard
(“SFAS”) No. 161, "Disclosures about
Derivative Instruments and Hedging Activities—an amendment of FASB Statement No.
133”.  SFAS 161
requires enhanced disclosures about an entity’s derivative and hedging
activities.  SFAS


161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008 with early application encouraged.  As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
February 28, 2010.  The Company is currently evaluating the impact of
SFAS 161 on its consolidated financial statements but does not expect it to have
a material effect.





In May 2008, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No.
162, "The Hierarchy of
Generally Accepted Accounting Principles”.  SFAS 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (GAAP)
in the United States.  SFAS 162 is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company is currently evaluating the impact of SFAS
162 on its consolidated financial statements but does not expect it to have a
material effect.





In May 2008, the Financial Accounting
Standards Board (“FASB”) issued Statement of Financial Accounting Standard
(“SFAS”) No. 163, "Accounting for
Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No.
60" (“SFAS
163”).  SFAS 163 interprets Statement 60 and amends existing
accounting pronouncements to clarify their application to the financial
guarantee insurance contracts included within the scope of that
Statement.  SFAS 163 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and all interim periods within
those fiscal years.  As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended February 28,
2010.  The Company is currently evaluating the impact of SFAS 163 on
its consolidated financial statements but does not expect it to have a material
effect.








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





Forward
Looking Statements





Certain matters discussed in this
Quarterly Report may constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and as such may involve
risks and uncertainties. These forward-looking statements relate to, among other
things, expectations of the business environment in which the Company operates,
projections of future performance, perceived opportunities in the market and
statements regarding the Company's goals. The Company's actual results,
performance, or achievements expressed or implied in such forward-looking
statements may differ.  We are under no duty to update, and do not
undertake to update, any of the forward-looking statements contained in this
quarterly report to conform them to actual results or to changes in our
expectations.





Plan of
Operations





Bettor Solutions Inc.
Agreement





On December 4, 2007, the Company
announced that it entered into an agreement with Bettor Solutions Inc. (“BSI”)
to jointly develop and market BSI's proprietary Video Distribution Service in
Latin America.





This was Gate To Wire's first major step
in a restructuring strategy, as it positioned itself to offer a range of
products and services to the Latin American marketplace. Gate To Wire and BSI
are combining efforts to deliver a package of products, services and advisory
expertise to racing and wagering interests to this region.





Gate To Wire obtained an exclusive
license to operate the Video Distribution Service in Latin America in exchange
for 500,000 shares of its common stock. Pursuant to the license, Gate To Wire
and BSI agree to share the net profit from the video
distribution


and wager processing on a 50/50 basis.
Gate To Wire will be responsible for the expenses associated with obtaining
distribution





agreements and BSI will be responsible
for delivering the technology and operational support on a day-to-day basis. The
initial term for the license runs until November 21, 2009 and may be extended
for additional one-year terms.





The Company will need to raise
additional cash to continue to pay its operating expenses in the next twelve
months until the distribution from the new ventures exceed the day to day
operating costs. The Company also plans to seek other racing and gaming
opportunities in the United States.




The Company plans to raise additional
funds, in the next twelve months, through the issuance of its common stock or
through a combination of equity and debt security instruments. It is anticipated
that the debt security instruments will have conversion features that would
cause further dilution to existing shareholders.







Results of
Operations





For the three month period ended
November 30, 2008 and 2007





Costs and expenses totalled $197,525
during the three-month period ended November 30, 2008, $92,152 higher than
during the three month period ended November 30, 2007.  The Company
experienced increased costs during the third quarter of the current year as
management and directors transitioned our business strategy and direction to
develop and operate a horseracing video distribution venture in international
markets.





Management fees paid to related parties
were $79,407 for the three month period ended November 30, 2008 and $55,429 in
the comparative period in the prior period.





Professional fees for the three month
period end November 30, 2008 was $11,070 in comparison to a recovery of $6,696
for the prior period. For the three month period ended November 30, 2008 the
professional fees consisted of: $6,500 in audit fees; and $4,570 in legal costs.
The Company experienced an increase in legal costs relating to the Agreement and
Plan of Merger with Gate to Wire Solutions, Inc.





General and administrative expenses were
$107,048 during the three month period ended November 30, 2008 compared to
$30,081 during the three month period ended November 30, 2007. General and
administrative expenses are higher than the previous year due to management’s
transition of the company’s business strategy. General and administrative
expenses during the three month period ended November 30, 2008 included: 1)
corporate fees of $23,609 2) travel, meals and entertainment of $37,599, 3)
insurance of $4,151, 4) foreign exchange gains of $12,276, 5) consulting
costs of $40,730, 6) other miscellaneous costs of $13,235.





Amortization decreased from $381 during
the three month period ended November 30, 2007 to $nil during the current
quarter.





Interest expense during the three month
period ended November 30, 2008 was $nil and $26,178 in the prior year. Interest
expense has been reduced due to the Company repaying a 15%, $700,000 promissory
note.





Preferred dividends for the three month
period November 30, 2008 was $nil compared to $59,836 during the three month
period ended November 30, 2007. Preferred dividends has been reduced due to the
Company restructuring its Series A convertible preferred shares. (Note
4)





For the nine month period ended November
30, 2008 and 2007





Costs and expenses totalled $450,615
during the nine-month period ended November 30, 2008, $115,657 higher than
during the nine month period ended November 30, 2007.  The Company
experienced increased costs during the first nine months of the current year as
management and directors transitioned our business strategy and direction to
develop and operate a horseracing video distribution venture in international
markets.





Management fees paid to related parties
were $239,096 for the nine month period ended November 30, 2008 and $182,929 in
the comparative period in the prior period.





Professional fees for the nine month
period end November 30, 2008 was $34,739 in comparison to $1,479 for the prior
year. For the nine month period end November 30, 2008 the professional fees
consisted of: $19,500 in audit fees; and $15,239 in legal costs. The Company
experienced an increase in legal costs relating to the Agreement and Plan of
Merger with Gate to Wire Solutions, Inc.








General and administrative expenses were
$176,780 during the nine month period ended November 30, 2008 compared to
$73,062 during the nine month period ended November 30, 2008. General and
administrative expenses are higher than the previous period due to management’s
transition of the company’s business strategy. General and administrative
expenses during the nine month period ended November 30, 2008 included: 1)
corporate fees of $45,208, 2) travel, meals and entertainment of $61,728, 3)
insurance of $13,700, 4) foreign exchange gain of $19,120, 5) consulting costs
of $40,730, 6) other miscellaneous costs of $34,534.





Amortization decreased from $1,145
during the nine month period ended November 30, 2007 to $nil during the current
period.





Interest expense during the nine month
period ended November 30, 2008 was $nil and $83,893 in the prior year. Interest
expense has been reduced due to the Company repaying a 15%, $700,000 promissory
note.




Preferred dividends for the nine month
period November 30, 2008 was $nil compared to $180,822 during the nine month
period ended November 30, 2007. Preferred dividends has been reduced due to the
Company restructuring its Series A convertible preferred shares. (Note
4)








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
include 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.





Intangibles,
Goodwill and Other Assets





The Company adopted SFAS No 142,
“Goodwill and Other Intangible Assets”.  SFAS No. 142 does not permit
the amortization of goodwill and indefinite-lived intangible
assets.  Instead, these assets must be reviewed annually (or more
frequently under prescribed conditions) for impairment in accordance with this
statement.  If the carrying amount of the reporting unit’s goodwill or
indefinite-lived intangible assets exceeds the implied fair value, an impairment
loss is recognized for an amount equal to that excess.  Intangible
assets that do not have indefinite lives are amortized over their useful
lives.





The Company
regularly reviews all of its long-lived assets, including goodwill and other
intangible assets, for impairment whenever events or changes in circumstances
indicate that the carrying value may not be recoverable based on undiscounted
cash flow. Factors the Company considers important that could trigger an
impairment review include, but are not limited to, significant underperformance
relative to historical or projected future operating results, significant
changes in the manner of use of the acquired assets or the strategy for the
Company’s overall business, and significant negative industry or economic
trends. When management determines that an impairment review is necessary based
upon the existence of one or more of the above indicators of impairment, the
Company measures any impairment based on a projected discounted cash flow method
using a discount rate commensurate with the risk inherent in our current
business model. Significant judgment is required in the development of projected
cash flows for these purposes including assumptions regarding the appropriate
level of aggregation of cash flows, their term and discount rate as well as the
underlying forecasts of expected future revenue and expense. To the extent that
events or circumstances cause assumptions to change, charges may be required
which could be material.




Financial
Condition





During the nine month period ended
November 30, 2008, total assets decreased from $160,552 to $54,211. The decrease
is primarily the result of a $110,353 decrease in cash due to the loss from
operations for the nine month period.




The most significant asset of the
Company is its license rights, which it carries at $50,000 (unchanged since last
fiscal year end).  The Company has not placed this asset in use as of
November 30, 2008.








The Company’s liabilities remained
unchanged at approximately $622,000 at November 30, 2008.  However,
amounts due to related parties increased by $127,933, and restructured
liabilities from a settlement with former officers and directors for past
services provided decreased by $99,875.





Accounts payable decreased
from$263,726 at the beginning of the year to
$233,590 at November 30, 2008.





Due to related parties increased
from $212,000 at February 29, 2008 to $339,933 at November 30, 2008.
Periodically, the Company is advanced and expenses are paid by related parties
on behalf of the Company.  Amounts due to related parties are
unsecured, non-interest bearing and have no specific repayment
terms.





The stockholders’ deficiency increased
from $461,079 at February 29, 2008 to $567,495 at November 30, 2008. The
increase is substantially attributable to an increase in the accumulated deficit
arising from the $450,615 loss for the nine month period ended November 30,
2008.




Liquidity
and Capital Resources





Operations were financed primarily
through advances from related parties and from existing cash balances. During
the nine month period ended November 30, 2008, the Company used $110,353 in cash
from operating activities primarily as a result of operating losses and
adjustments to working capital accounts. Related parties provided $378,340
during the nine month period ended November 30, 2008.




Cash provided by financing activities
for the nine month period ended November 30, 2008 totalled
$nil.




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




Management is hopeful that the future
business direction of the Company will substantially decrease the history of
operating losses and provide the ability to improve the Company’s
liquidity.  The Company will require additional capital over the next
year in order to satisfy existing liabilities and to provide further capital
contributions to its investments.  Failure to obtain such capital
could adversely impact the Company's operations and
prospects.




Off-balance sheet
arrangements.




The Company does not have any off
balance sheet arrangements.







Item
3. Controls and Procedures.





As of the end of the period covered by
this report, an evaluation was carried out under the supervision and with the
participation of the Company’s management, including the Company’s Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
Company’s disclosure controls and procedures, as defined in Rule 13a-15(e)
promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”).
Based on their evaluation, the Company’s Chief Executive Officer and Chief
Financial Officer have concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.





There have been no changes in the
Company’s internal controls over financial reporting during the Company’s most
recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.














PART II.
Other Information






Item 2.
Unregistered Sales of Equity Securities.





The Company issued
the following unregistered securities during the three month period ended
November 30, 2008





Date
            
            Securities Issued
      To:
            
            Number of
      SharesSeptember 1,
      2008
            
            ETIFF
    Holdings
            
            2,600,000








Item 3.
Defaults upon Senior Securities





None






Item
6.Exhibits and
Reports on Form 8-K





a)Exhibits





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




(*)           Filed
with this Report.




b)           Reports
on Form 8-K




None




(Remainder of page left intentionally
blank)






















SIGNATURES





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











Date: January 14,
      2009
            By:
            /s/ John G.
      SimmondsName: John G.
      SimmondsTitle:   President
      and Chief Executive OfficerDate: January 14,
      2009
            By:
            /s/ Gary N.
      HokkanenName: Gary N.
      HokkanenTitle:   Chief Financial
      Officer(Principal
      Financial Officer)