<Page>

    As filed with the Securities and Exchange Commission on January 14, 2005

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549


                                   FORM 10-QSB

(Mark One)
/X/      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

/ /      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

                For the Quarterly Period Ended November 30, 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 November 30, 2004 are as follows:

     CLASS OF SECURITIES                               SHARES OUTSTANDING
     -------------------                               ------------------
Common Stock, $.0001 par value                             241,701,703

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

<Page>


                                TRACKPOWER, INC.



                                      INDEX

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

    Item 1.         Condensed Financial Statements (unaudited)
                           Condensed Balance Sheet..........................................................   3
                           Condensed Statements of Operations and Comprehensive Income (Loss)...............   4
                           Condensed Statements of Stockholders' Deficiency.................................   5
                           Condensed Statements of Cash Flows...............................................   7
                           Notes to Condensed Financial Statements..........................................   8

    Item 2.         Management's Discussion and Analysis or Plan of Operation...............................  12

    Item 3.         Controls and Procedures.................................................................  18




    PART II.        OTHER INFORMATION

    Item 1.         Litigation..............................................................................  19

    Item 2.         Change in Securities and Use of Proceeds................................................  19

    Item 3.         Defaults Upon Senior Securities.........................................................  19

    Item 4.         Submission of Matters to a Vote of Security Holders.....................................  19

    Item 5.         Other Information.......................................................................  19

    Item 6.         Exhibits and Reports on Form 8-K........................................................  20
                              A)  Exhibit Schedule
                              B)  Reports Filed on Form 8-K

    Signatures..............................................................................................  22
</Table>

<Page>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS.

                                TRACKPOWER, INC.
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)
                                November 30, 2004

<Table>
<S>                                                                                     <C>
ASSETS
Current Assets:
   Cash                                                                                 $ 2,000
------------------------------------------------------------------------------------------------

Total current assets                                                                      2,000
------------------------------------------------------------------------------------------------

Office equipment                                                                         44,646
   Less:    Accumulated depreciation                                                   (34,607)
------------------------------------------------------------------------------------------------
       Net office equipment                                                              10,039

Investments                                                                              60,000

------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                           $ 72,039
------------------------------------------------------------------------------------------------


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
   Accounts payable (including $152,707 due to related parties)                       $ 377,929
   Accrued Directors' Fees                                                               92,683
   Accrued professional fees                                                             25,292
   Note payable                                                                          21,000
------------------------------------------------------------------------------------------------
       Total current liabilities                                                        516,904
------------------------------------------------------------------------------------------------

Commitments and contingencies (see Summary of Significant Accounting
Policies)

Shareholders' equity (deficit):
   Convertible preferred stock, no par value,  unlimited shares authorized,
   none issued                                                                                -
   Common stock, $.0001 par value; unlimited shares authorized, 241,701,703
   shares, issued and outstanding                                                        24,170
   Common stock subscribed                                                              578,400
   Additional paid in capital                                                        23,968,260
   Accumulated deficit                                                             (25,015,695)
------------------------------------------------------------------------------------------------
       Total shareholders' equity (deficit)                                           (444,865)
------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                  $  72,039
------------------------------------------------------------------------------------------------
</Table>
                 See accompanying notes to financial statements.


                                       3

<Page>

                                TRACKPOWER, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                  Three Months Ended               Nine Months Ended
                                                                     November 30,                     November 30,
                                                                  2004           2003             2004           2003
                                                                  ----           ----             ----           ----
<S>                                                           <C>             <C>             <C>            <C>
 Revenue
     Purse winnings                                           $        -      $     294       $        -     $      964
 -----------------------------------------------------------------------------------------------------------------------
     Total revenue                                                     -            294                -            964

 Operating expenses:
     Wages and consulting fees                                     8,301          4,349           78,571         53,604
     Management fees - related parties                            30,000         30,000           90,000         60,000
     Trainer and equine fees                                           -          5,888                -         12,101
       Professional fees                                          10,675            846           69,133         27,062
       General and administrative                                 14,268         21,793           69,378         66,722
 -----------------------------------------------------------------------------------------------------------------------
     Total operating expenses                                     63,244         62,876          307,082        219,489

 Loss from operations                                           (63,244)       (62,582)        (307,082)      (218,525)

 Other (income) expenses:
     Gain on extinguishment of debt                                    -       (15,888)                -      (453,023)
     Recovery of legal costs                                           -          8,417                -       (15,934)
     Gain on sale of distribution rights                               -              -                -       (13,713)
     Interest                                                      5,368          8,211           21,564         26,052
     Non-cash financing expense                                        -         74,290                -         84,082
     Realized loss on marketable securities                            -              -                -            800
     Writedown of racehorse                                            -              -                -         29,240
     Depreciation and amortization                                 1,723          1,830            5,169          5,490
 -----------------------------------------------------------------------------------------------------------------------
     Total other (income) expenses                                 7,091         76,860           26,733      (338,006)

 -----------------------------------------------------------------------------------------------------------------------
 Net income (loss)                                              (70,335)      (139,442)        (333,815)        118,481
 =======================================================================================================================

 Basic and diluted earnings (loss) per share of common stock:
 Weighted average number of common shares outstanding        239,906,703    200,221,747      231,256,702    194,263,210
 Basic earnings (loss) per share                                $(0.000)       $(0.000)         $(0.001)         $0.001
 Diluted earnings (loss) per share                                     -              -                -         $0.001
</Table>

                 See accompanying notes to financial statements.


                                       4


<Page>

                                TRACKPOWER, INC.
                CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (UNAUDITED)
<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 28, 2003               191,066,203   $     19,106            -   23,255,721 (24,664,599)     (1,389,772)

Net earnings for the 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)
                                         ------------     ---------- ------------ ------------ ------------- ---------------
Common stock issued in debenture
conversion                                 1,564,000            156            -       38,944           -          39,100

Adjustment arising from debenture
conversion terms                                   -              -            -       74,290           -          74,290

Common stock issued in private
placements                                10,000,000          1,000    (100,000)       99,000           -               -

Common stock subscribed                            -              -      162,500            -           -         162,500

Loss for three month period ended
 November 30, 2003                                 -              -            -            -    (139,442)       (139,442)

                                         ------------     ---------- ------------ ------------ ------------- ---------------
Balance, November 30, 2003               205,243,081   $     20,524       62,500   23,512,319  (24,546,118)      (950,779)
                                         ------------     ---------- ------------ ------------ ------------- ---------------
</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           -               -
</Table>

                                       5

<Page>

<Table>

<S>                                      <C>           <C>            <C>          <C>         <C>             <C>
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)
                                         ------------     ---------- ------------ ------------ ------------- ---------------

Common stock subscribed                            -              -       38,500            -           -          38,500

Common stock issuable in debenture
 conversion                                        -              -      552,900            -           -         552,900

Common stock issued in private
 placements                                6,770,000            677     (67,700)       67,023           -               -

Loss for three month period ended
 November 30, 2004                                 -              -            -            -     (70,335)        (70,335)

                                         ------------     ---------- ------------ ------------ ------------- ---------------
Balance, November 30, 2004               241,701,703   $     24,170      578,400   23,968,260  (25,015,695)      (444,865)
                                         ------------     ---------- ------------ ------------ ------------- ---------------
</Table>

                 See accompanying notes to financial statements.

                                       6

<Page>

                                TRACKPOWER, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<Table>
<Caption>
                                                                                                Nine Months Ended
                                                                                                   November 30,

                                                                                          2004                      2003
                                                                                          ----                      ----
   ------------------------------------------------------------------------------------------------------------------------
  <S>                                                                                 <C>                         <C>
   NET CASH FROM OPERATIONS
            Net income (loss)                                                         $(333,815)                  $118,481
            Adjustments to reconcile net loss
            to net cash used in operating activities:
            Depreciation and amortization                                                  5,169                     5,490
            Loss on marketable securities                                                      -                       800
            Gain on extinguishment of debt                                                     -                 (453,023)
            Loss on writedown of racehorse                                                     -                    29,240
            Common stock issued for consulting services                                        -                     1,950
            Non-cash financing expense                                                         -                    84,082
        Changes in:
            Other current assets                                                               -                     (377)
            Accounts payable and accrued expenses
            (including due to related parties)                                           145,399                     9,924
   ------------------------------------------------------------------------------------------------------------------------
   Net cash used in operating activities                                               (183,247)                 (203,433)
   ------------------------------------------------------------------------------------------------------------------------

   CASH FLOWS FROM FINANCING ACTIVITIES:
             Proceeds from common stock and common stock subscribed                      167,200                   182,500

   ------------------------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                                             167,200                   182,500
   ------------------------------------------------------------------------------------------------------------------------

   ------------------------------------------------------------------------------------------------------------------------
   Increase (decrease) in cash                                                          (16,047)                    20,933
   ------------------------------------------------------------------------------------------------------------------------
   CASH,  beginning of period                                                             18,047                       492
   ------------------------------------------------------------------------------------------------------------------------
   CASH,  end of period                                                                  $ 2,000                   $21,425
   ------------------------------------------------------------------------------------------------------------------------
</Table>
Noncash activities:

During the nine month period ended November 30, 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.
3.       Subordinated convertible debentures having a face value of $396,000
         (plus accrued and unpaid interest of $156,900) matured on October 31,
         2004 and automatically convert into 1,105,800 common shares and
         1,105,800 warrants exercisable over the next 3 years at $0.75 per
         share. At November 30, 2004 the shares and warrants had not yet been
         issued and therefore $552,900 is recorded as common stock subscribed.

During the nine month period ended November 30, 2003:
1.       The Company issued 97,500 common shares for consulting services
         provided which have been valued at $1,950.
2.       The Company issued 2,079,378 common shares for conversion of a
         debenture having a face value of $40,000 and accrued interest of
         $11,985.
3.       The Company also recorded non-cash financing expense of $84,082
         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.


                                       7

<Page>


                                TRACKPOWER, INC.

                          Notes to Financial Statements
                                November 30, 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


                                       8

<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 February 28, 2005.

         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


                                       9

<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 nine months ended November 30, 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 nine month period ended November 30, 2003, the Company
recorded a gain of $453,023 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 $53,023 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

                                       10

<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 November 30, 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
November 30, 2004, the carrying value of the common stock of this quoted US
entity was zero.

         CONVERTIBLE DEBENTURES

         In October 1999 the Company issued senior subordinated convertible
debentures which bear interest at 8% per annum, payable annually on October 31,
commencing on October 31, 2000. Under the terms of he debenture, principal and
interest 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.


                                       11

<Page>

         On October 31, 2004 the debentures matured. At October 31, 2004,
$396,000 in senior subordinated convertible debentures were outstanding for
which interest due on October 31, 2000, 2001, 2002 and 2003 remained unpaid.
Under the terms of the debenture the principal plus accrued and unpaid interest
automatically converted into 1,105,800 shares of the Company's common stock and
1,105,800 warrants exercisable at $0.75 per share at any time prior to
October 31, 2007.

         At November 30, 2004 the resulting common shares and warrants had yet
to be issued and therefore principal of $396,000 plus accrued and unpaid
interest of $156,900 were recorded as an increase to common stock subscribed.

         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 November 30, 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 NOVEMBER 30, 2004

         Revenues for the three month period ended November 30, 2004 were zero
compared to $294 during the comparative period in the prior year. Revenues
during the three month period ended November 30, 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 $63,244 during the three-month period ended
November 30, 2004 approximately the same level as during the three month period
ended November 30, 2003.

         Wages and consulting fees were $8,301 during the three month period
ended November 30, 2004 compared to $4,349 during the comparative period in the
prior year. The wages and consulting fees during the three month period ended
November 30, 2004 and 2003 represented wage costs of a part time accountant. The
Company also accrued $30,000 in management fees to a related party for executive
management services of the Company's officers.


                                       12

<Page>

         Trainer and equine fees totaled $5,888 during the three month period
ended November 30, 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' remaining racehorse during fiscal 2004.

         Professional fees were $10,675 during the current quarter substantially
higher than $846 during the comparative period in the prior year. Accrued audit
fees were $9,000 during the three month period ended November 30, 2004. Legal
fees were $1,675 during the quarter ended November 30, 2004 and $846 in the
comparative period of the prior year. The increase is a result of timing
differences of normal public company reporting legal costs.

         General and administrative expenses were $21,793 during the three month
period ended November 30, 2003 compared to $14,268 during the three month period
ended November 30, 2004.

         Within general and administrative costs; 1) corporate fees and
directors fees totaled $6,242 during the three month period ended November 30,
2004 and $5,738 during the comparative period in the prior year, 2) auto lease,
repair and gasoline expenses were $4,415 during the three month period ended
November 30, 2004 down from $5,979 in the comparative period in the prior year,
3) property insurance costs totaled $3,821 during the three month period ended
November 30, 2004 and $4,510 during the three month period ended November 30,
2003, 4) travel, meals and entertainment totaled $2,830 during the three month
period ended November 30, 2004 and were $4,725 in the comparative quarter in the
prior year, 5) foreign exchange losses of $1,241 in the current quarter compared
to a foreign exchange gain of $405 during the comparative quarter in the prior
year, 6) a credit of $5,091in the current quarter for previously expensed
advertising costs compared to no such credit in the three month period ended
November 30, 2003 and 7) other miscellaneous costs totaled $810 during the
current quarter and $1,246 during the three month period ended November 30,
2003, no single category of expense exceeding $1,000.

         Other expense totaled $76,860 during the three month period ended
November 30, 2003 compared to $7,091 during the current quarter.

         Other expense during the three month period ended November 30, 2003
included; 1) a gain on extinguishment of debt of $15,888 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 $8,417, and 3) non cash financing expense of $74,290 associated
with the conversion of certain of the Company's subordinated debentures to
common stock.

         The non-cash financing expense of $74,290 during the three month period
ended November 30, 2003 resultied from the conversion of principal and accrued
interest under a debenture into common stock at $0.025 per share instead of the
$0.50 per share as stipulated under the original terms of the debenture.
Principal of $30,000 plus accrued interest of $9,100 were converted into
1,564,000 common shares. Under the original terms of the debenture only 78,200
shares would have been issued, therefore 1,485,800 additional shares valued at
$0.05 per share resulted in non-cash financing expense of $74,290.

         Interest expense on the Company's senior subordinated convertible
debentures (which matured on October 31, 2004) was reduced from $8,211 during
the three month period ended

                                       13

<Page>

November 30, 2003 to $5,368 during the current quarter. Interest expense on
subordinated convertible debentures will not accrue subsequent to October 31,
2004 due to the maturing of the debentures.

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

         The Company recorded a loss of $139,442 during the three month period
ended November 30, 2003 (less than $0.01 per share) compared to a net loss of
$70,335 (also less than $0.01 per share) during the comparative period in the
current year. The change is primarily the result of non-cash financing expense
recorded during the three month period ended November 30, 2003 and not so in the
current period.

         FOR THE NINE MONTH PERIOD ENDED NOVEMBER 30, 2004

         Revenues for the nine month period ended November 30, 2004 were zero
compared to $964 during the comparative period in the prior year. Revenues
during the nine month period ended November 30, 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 $307,082 during the nine-month period ended
November 30, 2004 approximately $87,600 higher than during the nine month period
ended November 30, 2003.

         Wages and consulting fees were $78,571 during the nine month period
ended November 30, 2004 compared to $53,604 during the comparative period in the
prior year. The wages and consulting fees during the nine month period ended
November 30, 2003 represented executive payroll costs and the employment costs
of a part time accountant. Wages and consulting costs during the nine month
period ended November 30, 2004 consisted of executive payroll costs and a part
time accounting staff member totaling $22,163 and consulting fees associated
with the Tioga Park initiative totaling $56,408. The Company also accrued
$90,000 in management fees to a related party for executive management services
of the Company's officers.

         Trainer and equine fees totaled $12,101 during the nine month period
ended November 30, 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 $69,133 during the nine month period ended
November 30, 2004 substantially higher than $27,062 during the comparative
period in the prior year. Accrued audit fees were $27,000 during the nine month
period ended November 30, 2004 and $25,500 during the nine month period ended
November 30, 2003. Legal fees were $1,562 during the nine month period ended
November 30, 2003 and $42,133 in the comparative period in the current year. The
increase is a result of timing differences with normal public company reporting
legal costs and incremental legal costs associated with new horse racetrack
ventures pursued by the Company.

         General and administrative expenses were $66,722 during the nine month
period ended November 30, 2003 compared to $69,378 during the nine month period
ended November 30, 2004.


                                       14

<Page>

         Within general and administrative costs; 1) travel, meals and
entertainment totaled $20,900 during the nine month period ended November 30,
2004 and were $5,030 in the comparative period in the prior year, 2) corporate
fees and directors fees totaled $19,535 during the nine month period ended
November 30, 2004 and $18,739 during the comparative period in the prior year,
3) auto lease, repair and gasoline expenses were $13,447 during the nine month
period ended November 30, 2004 down from $18,946 in the comparative period in
the prior year, 4) property insurance expenses were $9,781 in the current nine
month period and $12,471 in the prior year, 5) a donation of $2,500 during the
nine month period ended November 30, 2004 compared to zero in the comparative
period in the prior year, 6) telephone and cellular costs were $1,248 during the
nine month period ended November 30, 2004 and $5,084 in the comparative period
in the prior year, and 7) other miscellaneous costs totaled $1,967 during the
current nine month period and $3,987 during the nine month period ended November
30, 2003, no single category of expense exceeding $2,000.

         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 $338,006 during the nine month period ended
November 30, 2003 compared to other expense of $26,733 during the current
period.

         Other income during the nine month period ended November 30, 2003
included a gain on extinguishment of debt of $453,023. 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 $53,023 in miscellaneous historic liabilities related to
previous business opportunities where the creditor has ceased communicating with
the Company.

         Other expense during the nine month period ended November 30, 2003
included; 1) a recovery of legal costs of $15,934, 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 $84,082 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 nine month period ended November 30, 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.

         During the nine month period ended November 30, 2003, the Company
determined that the carrying value of the Company's remaining racehorse should
be written down due to the low levels of purse winnings generated. The racehorse
suffered a medical condition earlier in the year, which proved to significantly
limit the horse's ability to earn purse winnings.


                                       15

<Page>

Management has estimated the fair value of the racehorse is approximately
$10,000 and therefore has written down the carrying value of the racehorse from
$39,240 to $10,000 and recorded a loss of $29,240.

         The Company recorded non-cash financing expense of $84,082 during the
nine month period ended November 30, 2003 resulting from the conversion of
principal and accrued interest under a debenture into common stock at $0.025 per
share instead of the $0.50 per share as stipulated under the original terms of
the debenture. Principal of $40,000 plus accrued interest of $11,985 were
converted into 2,079,378 common shares. Under the original terms of the
debenture only 103,969 shares would have been issued, therefore 1,975,409
additional shares valued at between $0.02 - $0.05 per share resulted in non-cash
financing expense of $84,082.

         The Company also realized a loss on marketable securities of $800
during the nine month period ended November 30, 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 was reduced from $26,052 during the nine month period ended
November 30, 2003 to $21,564 during the current nine month period. Interest
expense on subordinated convertible debentures will not accrue subsequent to
October 31, 2004 due to the maturing of the debentures.

         Depreciation and amortization expense was $5,490 a year ago and $5,169
during the current nine month period.

         The Company recorded net earnings of $118,481 during the nine month
period ended November 30, 2003 (less than $0.01 per share) compared to a net
loss of $333,815 (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.

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:


                                       16

<Page>

         Cash, accounts payable, accrued expenses and note payable 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 November 30, 2004, total assets
remained static at approximately the same level. Total assets on August 31, 2004
were $72,751 and on November 30, 2004 were $72,039.

         The Company's carrying value of office equipment was reduced from
$11,762 to $10,039 during the quarter due to normal depreciation of $1,723.

         Current liabilities of the Company decreased from $1,038,681 at
August 31, 2004 to $516,904 as at November 30, 2004. The decrease is
primarily attributable subordinated convertible debentures of $396,000 plus
accrued and unpaid interest of $156,900 being converted into equity of the
Company at maturity on October 31, 2004.

         The shareholders' deficit decreased from $965,930 as at August 31, 2004
to $444,865 at November 30, 2004. Common stock, common stock subscribed and
additional paid in capital increased by $591,400 during the quarter. The
increase is attributable to 3,850,000 common shares subscribed at $0.01 per
share and subordinated convertible debentures of $396,000 plus accrued and
unpaid interest of $156,900 converting at maturity to common stock (such common
stock not issued during the current quarter and therefore recorded as an
increase to common stock subscribed). The Company's accumulated deficit
increased from $24,945,360 as at August 31, 2004 to $25,015,695 at the end of
the current quarter, as a result of the Company's net loss of $70,335 during the
period.

         LIQUIDITY AND CAPITAL RESOURCES


        During the nine month period ended November 30, 2004 cash used in
operating activities totaled $183,247, primarily as a result of the net loss of
$333,815 for the period reduced by non cash adjustments and changes in current
operating assets and liabilities. Cash provided by financing activities totaled
$167,200 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


                                       17

<Page>

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.


                                       18

<Page>



                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

         Not applicable.

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS.

         The Company received $38,500 during the current quarter for private
placement subscriptions totaling 3,850,000 common shares.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION.

         Not applicable.


                                       19

<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>


                                                              20

<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)


                                       21

<Page>


                                   SIGNATURES

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



DATE: JANUARY 14, 2005                    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


                                       22

<Page>

     significant deficiencies and material weaknesses.


Date: January 14, 2005            By:  /s/ John G. Simmonds
                                       -----------------------------------------
                                       John G. Simmonds
                                       Principal Executive and Financial Officer


                                       23