<Page>


    As filed with the Securities and Exchange Commission on October 15, 2004

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

                       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, 2004

                        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, 2004 are as follows:

<Table>
<Caption>
           CLASS OF SECURITIES                      SHARES OUTSTANDING
           -------------------                      ------------------
      <S>                                           <C>
      Common Stock, $.0001 par value                    234,931,703
</Table>

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

<Page>


                                TRACKPOWER, INC.


                                      INDEX

<Table>
<Caption>
    <S>             <C>                                                                                       <C>
    PART I.         FINANCIAL INFORMATION

    Item 1.         Condensed Financial Statements (unaudited)
                           Condensed Balance Sheet..........................................................   3
                           Condensed Statements of Operations...............................................   4
                           Condensed Statements of Stockholders' Deficiency.................................   5
                           Condensed Statements of Cash Flows...............................................   6
                           Notes to Condensed Financial Statements..........................................   7

    Item 2.         Management's Discussion and Analysis or Plan of Operation...............................  11


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


    PART II.        OTHER INFORMATION

    Item 1.         Legal Proceedings.......................................................................  17

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

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

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

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

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

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


<Page>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS.

                                TRACKPOWER, INC.
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)
                                 August 31, 2004

<Table>
<Caption>
<S>                                                                                <C>
ASSETS
Current Assets:
   Cash                                                                                  $  989
------------------------------------------------------------------------------------------------

Total current assets                                                                        989
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------

Office equipment                                                                         44,646
   Less:    Accumulated depreciation                                                   (32,884)
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
       Net office equipment                                                              11,762

Investments                                                                              60,000

------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                            $72,751
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------


LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities:

   Accounts payable (including $119,716 due to related parties, net)                  $ 364,924
   Accrued interest                                                                     151,532
   Accrued Directors' Fees                                                               88,933
   Accrued professional fees                                                             16,292
   Senior subordinated convertible debentures, due October 31, 2004                     396,000
   Note payable                                                                          21,000
------------------------------------------------------------------------------------------------
       Total current liabilities                                                      1,038,681
------------------------------------------------------------------------------------------------

Commitments and contingencies (see Summary of Significant Accounting
Policies)

Shareholders' deficiency:
   Convertible preferred stock, no par value, unlimited shares authorized,
   none issued                                                                                -
   Common stock, $.0001 par value; unlimited shares authorized,
   234,931,703 shares, issued and outstanding                                            23,493
   Additional paid in capital                                                        23,901,237
   Common stock subscribed                                                               54,700
   Accumulated deficit                                                             (24,945,360)
------------------------------------------------------------------------------------------------
       Total shareholders' deficiency                                                 (965,930)
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                          $72,751
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</Table>

                 See accompanying notes to financial statements.


                                       3
<Page>


                                TRACKPOWER, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                    Three Months Ended              Six Months Ended
                                                                        August 31,                      August 31,
                                                                   2004            2003            2004            2003
                                                                   ----            ----            ----            ----
<S>                                                          <C>              <C>            <C>               <C>
 Revenue

     Purse winnings                                               $   -           $ 130           $   -         $   670
 -----------------------------------------------------------------------------------------------------------------------
     Total revenue                                                    -             130               -             670

 Operating expenses:
     Wages and consulting fees                                   30,398           6,197          70,270          49,255
     Management fees, related party                              30,000          30,000          60,000          30,000
     Trainer and equine fees                                          -           1,495               -           6,213
       Professional fees                                         45,458          14,917          58,458          26,216
       General and administrative                                29,746          21,964          55,110          44,929
 -----------------------------------------------------------------------------------------------------------------------
     Total operating expenses                                   139,602          74,573         243,838         156,613

 Loss from operations                                         (139,602)        (74,443)       (243,838)       (155,943)

 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)
     Realized loss on marketable securities                           -               -               -             800
     Writedown of racehorse                                           -          29,240               -          29,240
     Non-cash financing expense                                       -           9,792               -           9,792
     Interest                                                     8,096           8,845          16,196          17,841
     Depreciation and amortization                                1,723           1,830           3,446           3,660
 -----------------------------------------------------------------------------------------------------------------------
     Total other (income) expenses                                9,819         (4,304)          19,642       (413,866)

 Net income (loss)                                           $(149,421)       $(70,139)      $(263,480)        $257,923
 =======================================================================================================================

 Basic and diluted earnings (loss) per share of common stock:

 Weighted average number of common shares outstanding       229,181,703     191,501,683     226,848,370     191,283,943
 Basic earnings (loss) per share                              $(0.0007)       $(0.0004)       $(0.0012)         $0.0013
 Diluted earnings per share                                           -               -               -         $0.0013
</Table>






                 See accompanying notes to financial statements.



                                       4
<Page>


                                TRACKPOWER, INC.
                CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (UNAUDITED)

<Table>
<Caption>
                                                          Common Stock
                                                     ---------------------------
                                                                                 Additional                     Total
                                                                                   Paid-in     Accumulated   Stockholders'
                                                       Shares          Amount      Capital       Deficit      Deficiency
                                                     ------------     ---------- ------------- ------------- --------------
<S>                                                  <C>           <C>            <C>          <C>             <C>
Balance, February 28, 2003                           191,066,203   $     19,106   23,255,721   (24,664,599)    (1,389,772)

Net earnings three month period ended May 31, 2003             -              -            -      328,062         328,062

                                                     ------------     ---------- ------------- ------------- --------------
Balance, May 31, 2003                                191,066,203   $     19,106   23,255,721   (24,336,537)    (1,061,710)
                                                     ------------     ---------- ------------- ------------- --------------
Common stock issued in debenture conversion              515,378             52       12,833            -          12,885

Adjustment arising from debenture conversion terms             -              -        9,792            -           9,792

Common stock issued in private placements              2,000,000            200       19,800            -          20,000

Common stock issued for services provided                 97,500             10        1,940            -           1,950

Loss for three month period ended August 31, 2003              -              -            -      (70,139)        (70,139)

                                                     ------------     ---------- ------------- ------------- --------------
Balance, August 31, 2003                             193,679,081   $     19,368   23,300,086   (24,406,676)    (1,087,222)
                                                     ------------     ---------- ------------- ------------- --------------
</Table>

<Table>
<Caption>

                                                Common Stock
                                         ---------------------------
                                                                       Common     Additional                      Total
                                                                        Stock       Paid-in     Accumulated   Stockholders'
                                           Shares          Amount     Subscribed     Capital      Deficit       Deficiency
                                         ------------     ---------- ------------ ------------ ------------- ---------------
<S>                                      <C>           <C>               <C>       <C>         <C>               <C>
Balance, February 29, 2004               218,831,703   $     21,883      137,000   23,666,847  (24,681,880)      (856,150)

Common stock issued in connection with
private placements                         4,600,000            460     (46,000)       45,540           -               -

Common stock subscribed                            -              -       61,000            -           -          61,000

Common stock issued for settlement of
professional fees                          2,500,000            250    (100,000)       99,750           -               -

Common stock issued for investment         2,500,000            250                    24,750                      25,000

Loss for the three month period ended
 May 31, 2004                                      -              -            -            -    (114,059)       (114,059)

                                         ------------     ---------- ------------ ------------ ------------- ---------------
Balance, May 31, 2004                    228,431,703   $     22,843       52,000   23,836,887  (24,795,939)      (884,209)
                                         ------------     ---------- ------------ ------------ ------------- ---------------
Common stock subscribed                            -              -       67,700            -           -          67,700

Common stock issued in private
placements                                 6,500,000            650     (65,000)       64,350           -               -

Loss for three month period ended
 August 31, 2004                                   -              -            -            -    (149,421)       (149,421)

                                         ------------     ---------- ------------ ------------ ------------- ---------------
Balance, August 31, 2004                 234,931,703   $     23,493       54,700   23,901,237  (24,945,360)      (965,930)
                                         ------------     ---------- ------------ ------------ ------------- ---------------
</Table>

                 See accompanying notes to financial statements.



                                       5
<Page>


                                TRACKPOWER, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                               Six Months Ended
                                                                                                  August 31,

                                                                                           2004                  2003
   -------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                     <C>
   NET CASH FROM OPERATIONS
            Net income (loss)                                                        $(263,480)              $257,923
            Adjustments to reconcile net earnings (loss)
            to net cash used in operating activities:
            Depreciation and amortization                                                 3,446                 3,660
            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
        Changes in:
            Other current assets                                                              -                 (377)
            Accounts payable and accrued expenses                                       114,276               109,084
   -------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in) operating activities                                (145,758)              (25,063)
   -------------------------------------------------------------------------------------------------------------------

   CASH FLOWS FROM FINANCING ACTIVITIES:
             Proceeds from common stock subscribed                                      128,700                20,000
             Increase in bank overdraft                                                       -                 4,571
   -------------------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                                            128,700                24,571
   -------------------------------------------------------------------------------------------------------------------

   -------------------------------------------------------------------------------------------------------------------
   Decrease in cash                                                                    (17,058)                 (492)
   -------------------------------------------------------------------------------------------------------------------
   CASH, beginning of period                                                             18,047                   492
   -------------------------------------------------------------------------------------------------------------------
   CASH, end of period                                                                     $989                  $  0
   -------------------------------------------------------------------------------------------------------------------
</Table>

Noncash activities:

During the six month period ended August 31, 2004:

     1.   the Company issued 2,500,000 shares of its common stock to acquire a
          $25,000 face value convertible debenture of Diversified Racing
          Investments Inc. (Diversified Racing) which collectively with other
          convertible debenture having a total face value of $75,000 were
          converted into 1,020,000 common shares of Diversified Racing.
     2.   The Company issued 2,500,000 shares of its common stock to settle
          legal fees totaling $100,000.

During the six month period ended August 31, 2003:

     1.   The Company issued 97,500 common shares for consulting services
          provided which have been valued at $1,950.
     2.   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.
     3.   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.

                 See accompanying notes to financial statements.



                                       6
<Page>


                                TRACKPOWER, INC.

                     Notes to Condensed Financial Statements
                                 August 31, 2004

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS

         TrackPower's present business strategy and direction is primarily to
acquire interests in horseracingtracks and also to evaluate other horseracing
industry opportunities.

         RECENT DEVELOPMENTS

         RACETRACK OWNERSHIP OPPORTUNITIES

         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.

         Tioga Park has been the subject of bankruptcy proceedings for over one
year. During 2003 Asolare II Inc. (Asolare), a related party of Trackpower,
started negotiating with the debtor in possession of Tioga Park to transfer the
title of the property to Asolare. Asolare purchased the underlying debt
instruments from the debtor in possession's secured lender.

         On March 8, 2004, the Company announced that an agreed upon
reorganization plan had been filed in the United States District Court for the
Northern District of New York to convey the Tioga Park racetrack to Asolare.

         The Company also announced that Jeffery Gural through Southern Tier
Properties (an entity controlled by Mr. Gural) was going to become a partner
with the Company in the track acquisition and future development. Mr. Gural is
Chairman of Newmark & Company Real Estate, Inc. (Newmark) which owns or manages
approximately 150 buildings in the Metropolitan New York area. Mr. Gural is
responsible for all acquisitions and the managing and leasing of the properties
that Newmark's partners have an ownership position in. Mr. Gural is also
responsible for the supervision of Newmark's non-institutional portfolio.

         On May 27, 2004, the District Court approved the confirmation of the
sale of the Tioga Park property to Asolare. The approval is subject to a stay
period which expired on June 14, 2004.

         On June 24, 2004 the Company along with co-venturer, Southern Tier
Acquisitions, LLC announced that it had formed a New York Limited Liability
Company called Tioga Downs Racetrack, LLC, which had taken title to the former
Tioga Park Racetrack in Tioga County New York. The Company also announced that
an application was already pending before the New York State Racing and Wagering
Board for a license to operate a harness track



                                       7
<Page>

meet for 56 days a year from May through early September. Tioga Downs Racetrack,
LLC is also seeking a license to conduct Simulcast racing and wagering year
round at the track. Discussions are also ongoing for the new company to obtain
the rights to operate a "Racino" with Video Lottery Terminals at the racetrack.

         As part of this transaction, the Company agreed to acquire the Tioga
Park Racetrack from Asolare in exchange for 33,000,000 shares of its common
stock, an 8%, 3 year, $1,650,000 note payable (secured by its interest in Tioga
Downs Racetrack, LLC) and 16.5% of the Company's share of dividends (or income)
from Tioga Park Racetrack, LLC for the first five years. The Company also agreed
that, at their option, up to two of Asolare's shareholders could join
Trackpower's board of directors. The Company also agreed to transfer its
ownership position in Tioga Park Racetrack to Tioga Downs Racetrack, LLC for a
50% ownership interest.

         This necessary legal documentation to close has not been finalized as
of this date; however the Company expects to close before December 31, 2004.

         Southern Tier Acquisitions, LLC (Southern Tier) obtained its 50%
interest in the newly formed Tioga Downs Racetrack, LLC through a cash
contribution of $1,500,000. The Southern Tier cash contribution has been made to
Tioga Downs Racetrack, LLC.

         Mr. Gural will be the Chief Executive Officer of Tioga Park Racetrack,
LLC and be responsible for the day to day affairs of the track. Mr. Gural is a
major owner and breeder of Standardbred racehorses and operates a farm in
Stanfordville in Dutchess County New York.

         Wheat City Horse Park

         On March 29, 2004, the Company and Diversified Racing Investments Inc.
(Diversified Racing) announced that they had entered into an exclusive
engagement letter with Wheat City Horse Park Committee, Manitoba Standardbred
Sires and Breeders Association and Manitoba Harness Horsemen Inc., for the
development of a business plan and feasibility study for a new harness racetrack
in Brandon, Manitoba. Diversified Racing is a related party to Trackpower in
that Mr. Simmonds is one of the founding directors of Diversified Racing and a
director and officer of Trackpower also.

         The Wheat City Horse Park project business plan and feasibility study
began in April 2004 and the business opportunity will be fully explained in a
proposal to be presented to the provincial and local governments. It is
anticipated that the proposal will include opening the facility during the
spring of 2006.

         Although there can be no assurances, the Company is confident that
these racetrack ownership opportunities will be consummated.

         BASIS OF PRESENTATION

         The accompanying unaudited financial statements of TrackPower, Inc.
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
item 310 (b) of Regulation S-B. Accordingly they do not include all of the
information and footnotes required by generally



                                       8
<Page>

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, 2004 are not necessarily
indicative of the results that may be expected for the fiscal year ending
February 28, 2005. 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, 2004.

         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.

         CONTINGENCIES

         During the six month period ended August 31, 2003, the Company recorded
a gain of $437,135 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
and treat the liability as a contingency.

         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.

         INVESTMENTS

         During fiscal 2004, the Company purchased a $25,000 convertible note of
Diversified



                                       9
<Page>

Racing Investments Inc.(Diversified Racing)(a private related party) for cash
and exchanged a racehorse valued in the Company's financial statements at
$10,000 for another convertible note of Diversified Racing Investments Inc.
having a face value of $25,000. The second convertible note has been valued at
the exchange value of $10,000 due to the non-cash nature of the exchange and
because Diversified Racing is a related party. The Convertible notes; 1) bear
interest at 10%, 2) are secured by all the operating assets of Diversified
Racing, 3) automatically convert into common shares of Diversified Racing upon
the listing of the shares on a public stock exchange, 4) upon conversion the
total series (CAD$1,000,000) shall convert into common shares that constitute
50% of the outstanding common shares as constituted at closing of this series of
the note offering, 5) Diversified Racing may repay the principal and interest,
with out penalty, at any time after the first anniversary of issuance, and 6)
have a term of two year.

         The Company acquired a third $25,000 convertible note by issuing
2,500,000 shares of the Company's common stock. The Company valued the third
convertible note at $25,000 based on the value of the common stock issued. The
Company ascribed the value of $25,000 to the common stock, due to private
placements completed for cash at this level at the same time. These convertible
notes were valued collectively at $60,000 on February 29, 2004.

         During the three month period ended August 31, 2004 the Company
converted the notes into 1,020,000 shares of Diversified Racing common stock and
at August 31, 2004 continue to be valued at the exchange value of $60,000. The
Board of Directors of Diversified Racing is planning to take the company public
shortly on the TSX Venture Exchange. Management of Trackpower believes that the
public company value of the investment will likely exceed the carrying value and
therefore believes the investment value is conservatively presented at $60,000.

         These shares are considered "held to maturity" investments and are
recorded at amortized cost. Any unrealized losses that are perceived to be an
other than temporary impairment will be recorded as realized losses through the
Company's statement of operations.

         During fiscal 2001, the Company purchased 80,000 shares of common stock
of a quoted US entity. These securities are considered "available for sale," and
accordingly, are recorded at market value with unrealized gains or losses
recorded as a separate component of stockholders' equity (deficit).

         During fiscal 2004 the Company recorded a realized loss on these
marketable securities of $800, on the basis that the unrealized loss was
perceived to be an other than temporary impairment of the share value. At August
31, 2004, the carrying value of the common stock of this quoted US entity was
zero.

         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.



                                       10
<Page>

         At August 31, 2004, $396,000 in senior subordinated convertible
debentures were outstanding for which interest due on October 31, 2000, 2001,
2002 and 2003 remains unpaid. Non payment of interest could constitute an event
of default if notice were served. As of October 15, 2004, the Company has not
received any notices of default and accordingly has classified such convertible
debt as a current liability.

         NET EARNINGS AND LOSS PER SHARE

         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, 2004 have been excluded as the effects of such shares would
have been anti-dilutive.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         FORWARD LOOKING COMMENTS

         Certain matters discussed in this Quarterly Report may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and as such may involve risks and uncertainties.
These forward-looking statements relate to, among other things, expectations of
the business environment in which the Company operates, projections of future
performance, perceived opportunities in the market and statements regarding the
Company's goals. The Company's actual results, performance, or achievements
expressed or implied in such forward-looking statements may differ.

         RESULTS OF OPERATIONS

         FOR THE THREE MONTH PERIOD ENDED AUGUST 31, 2004

         Revenues for the three month period ended August 31, 2004 were zero
compared to $130 during the comparative period in the prior year. Revenues
during the three month period ended August 31, 2003 consisted of purse winnings
from the Company's racehorse. The Company disposed of its remaining racehorse
during fiscal 2004 and has opted to focus other horseracing industry
opportunities.

         Operating expenses totaled $139,602 during the three-month period ended
August 31, 2004 approximately $65,000 higher than during the three month period
ended August 31, 2003.

         Wages and consulting fees were $30,398 during the three month period
ended August 31, 2004 compared to $6,197 during the comparative period in the
prior year. The wages and consulting fees during the three month period ended
August 31, 2003 represented wage costs of a part time accountant. Wages and
consulting costs during the three month period ended August 31, 2004 consisted
of a part time accounting staff member totaling $5,398 and consulting fees
associated with the Tioga Park initiative totaling $25,000. The Company also
accrued $30,000 in management fees to a related party for executive management
services of the Company's officers.

         Trainer and equine fees totaled $1,495 during the three month period
ended August 31, 2003 compared to zero in the current quarter. Trainer and
equine fees were eliminated in the current quarter due to the disposal of the
Company's remaining racehorse during fiscal 2004.



                                       11
<Page>

         Professional fees were $49,458 during the current quarter substantially
higher than $14,917 during the comparative period in the prior year. Accounting
fees were $9,000 during both the three month period ended August 31, 2003 and
the quarter ended August 31, 2004. Legal fees were $5,917 during the quarter
ended August 31, 2003 and $40,458 in the current quarter. The increase is a
result of timing differences of normal public company reporting legal costs.

         General and administrative expenses were $21,964 during the three month
period ended August 31, 2003 compared to $29,746 during the three month period
ended August 31, 2004.

         Within general and administrative costs; 1) travel, meals and
entertainment totaled $8,666 during the three month period ended August 31, 2004
and were $314 in the comparative quarter in the prior year, 2) corporate fees
and directors fees totaled $7,738 during the three month period ended August 31,
2004 and $8,033 during the comparative period in the prior year, 3) auto lease,
repair and gasoline expenses were $4,694 during the three month period ended
August 31, 2004 down from $6,253 in the comparative period in the prior year, 4)
rent and insurance expenses were $3,145 in the current quarter and $4,663 in the
prior year, 5) a donation of $2,500 in the current quarter compared to zero in
the prior year, 6) foreign exchange losses of $1,388 in the current quarter
compared to a foreign exchange gain of $952 during the comparative quarter in
the prior year, and 7) other miscellaneous costs totaled $1,615 during the
current quarter and $3,653 during the three month period ended August 31, 2003,
no single category of expense exceeding $2,000.

         The loss from operations has been increased, primarily due to
additional consulting associated with the Tioga Park initiative and timing
differences in legal costs associated with public company reporting.

         Other income totaled $4,304 during the three month period ended August
31, 2003 compared to other expense of $9,819 during the current quarter.

         Other income during the three month period ended August 31, 2003
included; 1) a gain on extinguishment of debt of $29,660 representing
miscellaneous historic liabilities related to previous business opportunities
where the creditor has ceased communicating with the Company, 2) a recovery of
legal costs of $24,351, 3) a $29,240 writedown in carrying value of the
Company's racehorse from $39,240 to $10,000 and 4) non cash financing expense of
$9,792 associated with the conversion of certain of the Company's subordinated
debentures to common stock.

         Interest expense on the Company's senior subordinated convertible
debentures were reduced from $8,845 during the three month period ended August
31, 2003 to $8,096 during the current quarter. Interest expense is reduced due
to the conversion of certain debentures during the third and fourth quarters of
fiscal 2004.

         Depreciation and amortization expense was $1,830 a year ago and $1,723
during the current quarter.

         The Company recorded a loss of $70,139 during the three month period
ended August 31, 2003 (less than $0.01 per share) compared to a net loss of
$149,421 (also less than $0.01 per share) during the comparative period in the
current year. The change is primarily the result of



                                       12
<Page>

incremental wages, consulting and legal fees as described above.

         FOR THE SIX MONTH PERIOD ENDED AUGUST 31, 2004

         Revenues for the six month period ended August 31, 2004 were zero
compared to $670 during the comparative period in the prior year. Revenues
during the six month period ended August 31, 2003 consisted of purse winnings
from the Company's racehorse. The Company disposed of its remaining racehorse
during fiscal 2004 and has opted to focus other horseracing industry
opportunities.

         Operating expenses totaled $243,838 during the six-month period ended
August 31, 2004 approximately $87,200 higher than during the six month period
ended August 31, 2003.

         Wages and consulting fees were $70,270 during the six month period
ended August 31, 2004 compared to $49,255 during the comparative period in the
prior year. The wages and consulting fees during the six month period ended
August 31, 2003 represented executive payroll costs and the employment costs of
a part time accountant. Wages and consulting costs during the six month period
ended August 31, 2004 consisted of executive payroll costs and a part time
accounting staff member totaling $13,862 and consulting fees associated with the
Tioga Park initiative totaling $56,408. The Company also accrued $60,000 in
management fees to a related party for executive management services of the
Company's officers.

         Trainer and equine fees totaled $6,213 during the six month period
ended August 31, 2003 compared to zero in the current period. Trainer and equine
fees were eliminated in the current period due to the disposal of the Company'
remaining racehorse during fiscal 2004.

         Professional fees were $58,458 during the six month period ended August
31, 2004 substantially higher than $26,216 during the comparative period in the
prior year. Accounting fees were $18,000 during the six month period ended
August 31, 2004 and $16,500 during the six month period ended August 31, 2003.
Legal fees were $9,716 during the six month period ended August 31, 2003 and
$40,458 in the comparative period in the current year. The increase is a result
of timing differences with normal public company reporting legal costs.

         General and administrative expenses were $44,929 during the six month
period ended August 31, 2003 compared to $55,110 during the six month period
ended August 31, 2004.

         Within general and administrative costs; 1) travel, meals and
entertainment totaled $18,071 during the six month period ended August 31, 2004
and were $265 in the comparative period in the prior year, 2) corporate fees and
directors fees totaled $13,293 during the six month period ended August 31, 2004
and $13,001 during the comparative period in the prior year, 3) auto lease,
repair and gasoline expenses were $9,093 during the six month period ended
August 31, 2004 down from $12,967 in the comparative period in the prior year,
4) rent and insurance expenses were $5,960 in the current six month period and
$8,664 in the prior year, 5) a donation of $2,500 during the six month period
ended August 31, 2004 compared to zero in the comparative period in the prior
year, 6) telephone and cellular costs were $1,248 during the six month period
ended August 31, 2004 and $4,995 in the comparative period in the prior year, 7)
foreign exchange losses of $1,213 in the current six month period compared to
$666 during the comparative period in the prior year, and 8) other miscellaneous
costs totaled $3,732 during the current six month period and $4,371 during the
six month period ended August 31, 2003, no single category of expense exceeding
$2,000.



                                       13
<Page>

         The loss from operations has been increased, primarily due to
additional consulting fees associated with the Tioga Park initiative and timing
differences in legal fees incurred as a result of public company reporting.

         Other income totaled $413,866 during the six month period ended August
31, 2003 compared to other expense of $19,642 during the current period.

         Other income during the six month period ended August 31, 2003 included
a gain on extinguishment of debt of $437,135. 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
and treat the liability as a contingency. The Company also opted to eliminate
$37,135 in miscellaneous historic liabilities related to previous business
opportunities where the creditor has ceased communicating with the Company.

         Other expense during the six month period ended August 31, 2003
included; 1) a recovery of legal costs of $24,351, 2) a $29,240 writedown in
carrying value of the Company's racehorse from $39,240 to $10,000 and 3) non
cash financing expense of $9,792 associated with the conversion of certain of
the Company's subordinated debentures to common stock.

         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 a
prior period and accordingly management made the decision to write off the
remaining value.

         Interest expense on the Company's senior subordinated convertible
debentures were reduced from $17,841 during the six month period ended August
31, 2003 to $16,196 during the current six month period. Interest expense is
reduced due to the conversion of certain debentures during fiscal 2004.

         Depreciation and amortization expense was $3,660 a year ago and $3,446
during the current six month period.

         The Company recorded net earnings of $257,923 during the six month
period ended August 31, 2003 (less than $0.01 per share) compared to a net loss
of $263,480 (also less than $0.01 per share) during the comparative period in
the current year. The change is primarily the result of the gain on
extinguishment of debt recorded in the prior year.



                                       14
<Page>

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 August 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.

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.

Investments:

         The Company's investments consist of common stock of publicly quoted
company and the common stock of a related private company. The common stock of
the publicly quoted company 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. The
common stock of a private company are considered as "held to maturity"
investments and are recorded at amortized cost. Any unrealized losses which are
considered "other than temporary" are classified as realized losses through
operations.

         FINANCIAL CONDITION

         During the three month period ended August 31, 2004, total assets
decreased from $111,489 to $72,751. The decrease is primarily the result of a
decrease in cash balances from $38,004 to $989.

         The Company's carrying value of office equipment was reduced from
$13,485 to $11,762 during the quarter due to normal depreciation of $1,723.

         Current liabilities of the Company increased from $995,698 at May 31,
2004 to $1,038,681 as at August 31, 2004. The increase is attributable to a
$44,147 increase in accounts payable from $320,777 at May 31, 2004 to $364,924
at August 31, 2004 (within which amounts due to related parties decreased by
$27,572) partially offset by a decrease in accrued items of $1,164.



                                       15
<Page>

         The shareholders' deficit increased from $884,209 as at May 31, 2004 to
$965,930 at August 31, 2004. Common stock, common stock subscribed and
additional paid in capital increased by $67,700 during the quarter. The increase
is attributable to 6,770,000 common shares subscribed at $0.01 per share. The
Company's accumulated deficit increased from $24,795,939 as at May 31, 2004 to
$24,945,360 at the end of the current quarter, as a result of the Company's net
loss of $149,421 during the period.

         LIQUIDITY AND CAPITAL RESOURCES

        During the six month period ended August 31, 2004 cash used in operating
activities totaled $145,758, primarily as a result of the net loss of $263,480
for the period reduced by non cash adjustments and changes in current operating
assets and liabilities. Cash provided by financing activities totaled $128,700
and represented additional private placements of common stock.

         The revenues of the Company are non-existent and therefore do not play
a role in financing operations. Management has decided to pursue a business
strategy that still involves the horseracing industry. The Company acquired two
racehorses both of which have now been disposed of. The Company continues to
evaluate other horseracing related opportunities.

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

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

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

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

         ITEM 3. CONTROLS AND PROCEDURES.

         The Company maintains a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management in a
timely manner. Management has reviewed this system of disclosure controls and
procedures, and believes that the system is operating in an effective way to
ensure appropriate and timely disclosure.

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.



                                       16
<Page>



                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         Not applicable.

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS.

         The Company received $67,700 during the current quarter for private
placement subscriptions totaling 6,770,000 common shares.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         The Company is technically in default of the senior subordinated
convertible debentures.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION.

         Not applicable.



                                       17
<Page>



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

         (a)      EXHIBITS.
                  ---------

<Table>
<Caption>
EXHIBIT      DOCUMENT
-------      --------

<S>          <C>
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).

</Table>

                                       18
<Page>


<Table>
<Caption>
EXHIBIT      DOCUMENT
-------      --------

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

     (b) REPORTS ON FORM 8-K

             NONE.

* Filed herewith.

   (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)



                                       19
<Page>


                                   SIGNATURES

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

DATE:  OCTOBER 15, 2004    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


                                       20
<Page>

     significant deficiencies and material weaknesses.

Date:  October 15, 2004        By:     /s/ John G. Simmonds
                                       ----------------------------
                                       John G. Simmonds
                                       Principal Executive and Financial Officer



                                       21