UNITED STATES
 SECURITIES AND EXCHANGE
COMMISSION
 Washington,DC20549
  FORM 10-Q
  (Mark One)
 [X]
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.For the Quarterly Period Ended May
      31, 2009[  
]
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.
  For the transition period from
______________ to ________________
 
 Commission file number
000-28506
 
 Gate To Wire Solutions,
Inc.
 (Exact Name of Small Business
Issuer as Specified in Its Charter)
  Nevada
              13-3411167(State or Other Jurisdiction of
      Incorporation)
              (I.R.S. Employer
      Identification No.)
 
 3565 King Road, Suite
102
 King City,Ontario,L7B 1M3,Canada
 (Address of Principal Executive
Offices)
 
 (905) 833-9845
 (Issuer’s Telephone Number, Including
Area Code)
  
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
 Yes[X]No [  ]
 
 Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, everyInteractive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during thepreceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files).
 Yes [] No [  ]
 
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
  Large accelerated
      filer
              [  ]
              Accelerated
      filer
              [  ]Non-accelerated
      filer
              [  ](Do not check if
      a smaller reporting company)
              Smaller reporting
      company
              [X]
  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
 Yes [  ] No
[X]
  Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date:
  The number of shares of common stock
outstanding as of July 15, 2009: 27,702,578
  
  
 
 GATE TO WIRE SOLUTIONS,
INC.
 
 
 
 INDEX
 
 
 
 PART I.
              Financial
      InformationItem 1.
              Condensed Consolidated Financial
      Statements (unaudited)Condensed Consolidated Balance
      Sheet
              3Condensed Consolidated Statements
      of Operations
              4Condensed Consolidated Statements
      of Stockholders’ Deficiency
              5Condensed Consolidated Statements
      of Cash Flows
              6Notes to Condensed Consolidated
      Financial Statements
              7Item 2.
              Management's Discussion and
      Analysis or Plan of Operation
              10Item 3.
              Quantitative and Qualitative
      Disclosures About Market Risk
              12Item4.
              Controls and
      Procedures
              13PART II.
              Other
      InformationItem 1.
              Legal
      Proceedings
              14Item 2.
              Unregistered Sales of Equity
      Securities
              14Item 3.
              Defaults Upon Senior
      Securities
              14Item4.
              Submission of Matters to a Vote of
      Security Holders
              14Item 5.
              Other
      Information
              14Item 6.
              Exhibits
              14Signatures and
      Certifications
              15
 
 
  2
  
 PARTI.Financial
Information
 
 Item
1.Condensed
Financial Statements.
 
 GATE TO WIRE SOLUTIONS, INC. AND
SUBSIDIARIES
 Consolidated Balance
Sheets
  May 31,
                                        2009
                                        (Unaudited)
                                      
                                      
                                      February 28,
                                        2009
                                        (Audited)AssetsCurrent
    assetsCashand cash
      equivalents
                                      
                                      $
                                      1,855
                                      
                                      
                                      $
                                      1,593Due from related parties (note
      3)
                                      
                                      
                                      2,473
                                      
                                      
                                      
                                      -Total current
      assets
                                      
                                      
                                      4,328
                                      
                                      
                                      
                                      1,593Total
assets
                                      
                                      $
                                      4,328
                                      
                                      
                                      $
                                      1,593
 Liabilities
      and Stockholders' DeficiencyCurrent
      liabilitiesAccounts
      payable
                                
                                $
                                316,149
                                
                                
                                $
                                292,381Due to related parties (note
      3)
                                
                                
                                573,954
                                
                                
                                
                                478,851Accrued
      expensesProfessional
      fees
                                
                                
                                16,450
                                
                                
                                
                                14,000Other
                                
                                
                                25,000
                                
                                
                                
                                20,000Total current
      liabilities
                                
                                
                                931,553
                                
                                
                                
                                805,232Total
      liabilities
                                
                                $
                                931,553
                                
                                
                                $
                                805,232Stockholders’ deficiency (note6)Preferred stock, 20,000,000 shares
      authorized $0.001 par value, none outstanding (note6)
                                
                                
                                -
                                
                                
                                
                                -Common stock, $0.001 par value;
      200,000,000 shares
                                  authorized, 27,702,578
      shares issued and outstanding (February 28, 2009:
      27,702,578)
                                
                                
                                27,703
                                
                                
                                
                                27,703Additional paid-in
      capital
                                
                                
                                34,200,027
                                
                                
                                
                                34,200,027Accumulated
      deficit
                                
                                
                                (35,154,955
                                )
                                
                                
                                (35,031,369
                                )Total stockholders’
      deficiency
                                
                                
                                (927,225
                                )
                                
                                
                                (803,639
                                )Total liabilities and
      stockholders’ deficiency
                                
                                $
                                4,328
                                
                                
                                $
                                1,593
  
 
 
 
 
 
 See accompanying notes toconsolidatedfinancial
statements
  3
  
 
 GATE TO WIRESOULUTIONS, INC. AND
SUBSIDIARIES
 Consolidated Statements of
Operations
 (Unaudited)
 
 
 
 
 Three
      Months Ended May 31,2009
                            
                            
                            2008Revenues:
                            
                            $
                            -
                            
                            
                            $
                            -Costs
      and expenses:Management fees – related
      party
                            
                            
                            78,851
                            
                            
                            
                            78,919Professional
    fees
                            
                            
                            6,375
                            
                            
                            
                            8,855General and
      administrative
                            
                            
                            51,931
                            
                            
                            
                            39,237Foreign exchange
      loss
                            
                            
                            29,429
                            
                            
                            
                            2,160Total costs and
      expenses
                            
                            
                            166,586
                            
                            
                            
                            129,171Other income (note
      3)
                            
                            
                            (43,000
                            )
                            
                            
                            -Net
      loss
                            
                            $
                            (123,586
                            )
                            
                            $
                            (129,171
                            )Loss
      per share of common stock – basic and diluted
                            
                            
                            (0.004
                            )
                            
                            
                            (0.008
                            )Weighted
      average number of common shares outstanding – basic and
      diluted
                            
                            
                            27,702,578
                            
                            
                            
                            15,302,847
 
  
 
 
 
 
 
 
 
 
 
 See accompanying notes toconsolidatedfinancial
statements
 
 
  4
  
 GATE TO WIRE SOLUTIONS, INC. AND
SUBSIDIARIES
 Consolidated Statement of Changes in
Stockholders’ Deficiency
 May 31, 2009
 (Unaudited)
 
 Common
Stock
                      
                      
                      Additional
      Paid-in
                      
                      
                      AccumulatedShares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      (Deficit)
                      
                      
                      TotalBalance February 28,
      2009
                      
                      
                      27,702,578
                      
                      
                      $
                      27,703
                      
                      
                      $
                      34,200,027
                      
                      
                      $
                      (35,031,369)
                      
                      
                      $
                      (803,639)Net loss for the three months
      ended May 31, 2009
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (123,586)
                      
                      
                      
                      (123,586)Balance May 31,
      2009
                      
                      
                      27,702,578
                      
                      
                      $
                      27,703
                      
                      
                      $
                      34,200,027
                      
                      
                      $
                      (35,154,955)
                      
                      
                      $
                      (927,225)
  
 
 
 
 
 
  See accompanying notes toconsolidatedfinancial statements
 
 
  5
  
 GATE TO WIRE SOLUTIONS, INC. AND
SUBSIDIARIES
 Consolidated Statements of Cash
Flows
 (Unaudited)
 Three
      Months Ended
                  May
      31,2009
                
                
                2008Net
      cash from operationsNet (loss)
                
                $
                (123,586
                )
                
                $
                (129,171
                )Changes
      in operating assets and liabilities:Accounts payable and accrued
      expenses
                
                
                31,218
                
                
                
                (32,988
                )Net
      cash used in operating activities
                
                
                (92,368
                )
                
                
                (162,159
                )Financing
      activitiesDue from/to related
      parties
                
                
                92,630
                
                
                
                80,806Net
      cash provided by financing activities
                
                
                92,630
                
                
                
                80,806Increase
      (decrease) in cash
                
                
                262
                
                
                
                (81,353
                )Cash,  beginning
      of period
                
                
                1,593
                
                
                
                110,522Cash,  end of
      period
                
                $
                1,855
                
                
                $
                29,169
 
 
 Non-cash activities:
 
 During the
three months ended May 31, 2009 the Company:
 
 1.
              recorded a non-cash $43,000 gain
      as a result of the proceeds from a sale of property by a related party
      which were paid to Gamecorp.
 
 During the
three months ended May 31, 2008 the Company:
 
 1.
              issued 2,000,000 common shares
      valued at $102,333 pursuant to a private placement associated with
      disposal of trade name.2.
              issued 899,375 common shares
      valued at $99,875 pursuant to settlement with
    officers.3.
              issued 12,200,000 common shares
      valued at $3,439,836 pursuant to settlement of preferred share
      obligations.4.
              issued 150,000 common shares
      valued at $105,000 pursuant to common stock
    subscribed.
 
 The Company did not make cash interest
or tax payments during the three month periods ended May 31, 2009 or
2008.
 
 
 
 
 See accompanying notes toconsolidatedfinancial statements
 
  6
  GATE TO WIRE SOLUTIONS, INC. AND
SUBSIDIARIES
 (formerly known as TrackPower,
Inc.)
 Notes to Condensed Consolidated
Financial Statements
 May 31, 2009
 
 
 Note 1 -
Summary of Significant Accounting Policies
 
 Going
Concern Basis Of Presentation
 
 The financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the liquidation of liabilities in the ordinary course of
business.  As shown in the accompanying financial statements, the
Company has a working capital deficit of $927,225 at May 31, 2009.  As a
result, substantial doubt exists about the Company’s ability to continue to fund
future operations using its existing resources.
 
 In order to meet its near term obligations and provide the
necessary funding for future operations, the Company will have to raise
additional financing.
 
 The Company heavily relies upon loans
from related parties, specifically Gamecorp Ltd. (“Gamecorp”), to further
provide capital contributions to its investments. As at May 31, 2009, Gamecorp
holds a 16.6% ownership interest in the Company. During the three month period
ended May 31, 2009, Gamecorp further advanced the Company $22,691.  As
atMay31, 2009 the Company is indebted to
Gamecorp for $221,773.
  Gamecorp is an investment and merchant
banking enterprise focused on the development of its investments in the gaming
and technology
sectors.  Gamecorp’s technology investments have suffered due to
unforeseen events and the global financial crisis. Gamecorp may not be able to
provide additional capital over the next year to the Company in order to satisfy
existing liabilities and make further capital contributions to its investments.
Failure to obtain such capital could adversely impact the Company’s operations
and prospects.
 
 Description
of Business
 
 Gate To Wire Solutions, Inc., (formerly
TrackPower, Inc.) (the “Company”) wasoriginallyincorporated under the laws of the State
ofWyomingon June 30, 1993.  On July
25, 2008 at the Annual Meeting of Shareholders, shareholders approved an
Agreement and Plan of Merger providing for the merger of TrackPower, Inc. with
Gate to Wire Solutions, Inc., aNevadacorporation which was a newly formed
special purpose wholly owned subsidiary of TrackPower. The Agreement and Plan of
Merger became effective September 3, 2008.  Subsequent to the merger
the Company began to conduct business under the name Gate to Wire Solutions,
Inc., which more accurately reflects the nature of the business the Company is
engaged in. Upon consummation of the merger, each one hundred (100) outstanding
shares of the Company’s Common Stock was automatically converted into one (1)
fully paid and non-assessable share of outstanding Common Stock. Further
information can be reviewed in the Company’s Notice of Annual Shareholder
Meeting and Proxy Statement.
 
 All share and per-share amounts in the
accompanying consolidated statements and notes to the consolidated financial
statements have been adjusted to apply the effect of the reverse stock split
retrospectively.
 
 Our present business strategy and
direction is to develop and operate a horseracing video distribution venture in
international markets.
 
 Basis of
Presentation
 
 The accompanying unaudited consolidated
financial statements of Gate To Wire Solutions, Inc. have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly they do not include all of the information and footnotes
required by generally accepted accounting principles in theUnited Statesfor complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended May 31, 2009 are not necessarily
indicative of the results that may be expected for the fiscal year ending
February 28, 2010. For further information, refer to the financial statements
and footnotes thereto included in the Company’s annual report on Form 10-K for
the fiscal year ended February 28, 2009.
 
 Consolidated
Financial Statements
 
 The consolidated financial statements
included the accounts of the Companyand its wholly owned
subsidiaries. All
inter-company transactions have been eliminated.
 
 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.
 
  7
  Note 2 –
Recent Accounting Pronouncements
 
 In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 141(R), "Business
Combinations”.  SFAS 141(R) establishes principles and requirements
for how the acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, on any noncontrolling
interest in the acquiree, recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  SFAS
141(R) is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  As such, the Company
is required to adopt these provisions at the beginning of the fiscal year ended
February 28, 2010.  The Company does not expect it to have a material
effect on its consolidated financial statements.
 
 In May
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company is currently evaluating the impact of SFAS
162 on its consolidated financial statements but does not expect it to have a
material effect.
 
 In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments.” FSP No. FAS 115-2 and FAS
124-2 amends the other-than-temporary impairment guidance for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. This guidance does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The provisions of FSP No. FAS 115-2 and FAS 124-2 are effective for
interim and annual reporting periods ending after June 15, 2009. The
Company does not expect the adoption of FSP No. FAS 115-2 and FAS 124-2 to have
a material effect on its consolidated financial statements.
 
 In April
2009, the FASB issued FSP No. FAS 107-1 and APB No. 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” which amends SFAS
No. 107, Disclosures about Fair Value of Financial Instruments, to require
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies, as well as in annual financial statements.
This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to
require those disclosures in summarized financial information at interim
reporting periods. FSP FAS 107-1 and APB 28-1 are effective for interim
reporting periods ending after June 15, 2009. The Company does not
anticipate that the adoption of FSP No. FAS 107-1 and APB No. 28-1 will
have on its financial statement disclosures.
 
 In May
2009, the FASB issued Statement of Financial Accounting Standards No. 165,
“Subsequent Events” (“FAS 165”). FAS 165 established general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued. FAS 165 will be effective in the
second quarter of fiscal 2010. We do not expect the adoption of FAS 165 to have
a material effect on our financial position, cash flows, or results of
operations.
 
 In June
2009, the FASB issued Statement No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162”, to formally establish the FASB
Accounting Standards Codification as the single source of authoritative,
nongovernmental U.S. GAAP, in addition to guidance issued by the SEC. On the
effective date, the Codification will supersede existing non-SEC accounting and
reporting standards. All other nongrandfathered non-SEC accounting literature
not included in the Codification becomes nonauthoritative. Therefore, from the
effective date of the Codification, there will no longer be levels of
authoritative GAAP, rather there will only be authoritative and nonauthoritative
GAAP. All content within the Codification carries the same level of authority.
The Statement makes the Codification effective for interim and annual periods
ending after September 15, 2009.  The Company does not expect the
impact of SFAS No. 168 to have a material effect on its consolidated financial
statements.
 
 Note 3 - Due
to/from Related Parties
 
 Periodically, the Company advances funds
and pays expenses on behalf of related parties and funds are advanced and
expenses are paid by related parties on behalf of the Company.  These
transactions result in non-interest bearing payables or receivables to related
parties.
 
 Amounts due from related parties
were:
 
 May 31,
                    2009
                  
                  
                  February 28,
                    2009Entities with common directors
      and/or officers
                  
                  $
                  2,473
                  
                  
                  $
                  -
 
  8
  Amounts due to related parties
were:
 
 May 31,
                    2009
                  
                  
                  February 28,
                    2009Entities with common directors
      and/or officers
                  
                  $
                  221,773
                  
                  
                  $
                  199,083Directors and/or officers of the
      Company
                  
                  
                  129,578
                  
                  
                  
                  57,165Shareholder
                  
                  
                  222,603
                  
                  
                  
                  222,603Total
                  
                  $
                  573,954
                  
                  
                  $
                  478,851
 
 Amounts due to or from related parties
are non-interest bearing, unsecured and do not have any specific repayment
terms.
 
 The Company instructed that cash
proceeds of $43,000 from the sale of property by a related party be paid to
Gamecorp as a reduction of intercompany debt. The Company settled all amounts
owed to the related party through the issuance of stock during the year ended
February 28, 2009 and therefore the proceeds from sale has been reflected as
other income during the three month period ended May 31,
2009.
 
 Note 4 -
Loss per Share
 
 Loss per common share is based on the
weighted average number of shares outstanding during each period presented.
Warrants to purchase stock are included as common stock equivalents only when
dilutive.
 
 Note 5 -
Related Party Transactions
 
 During the three month period ended May
31, 2009, the Company paid and /or accrued $78,851 in compensation to officers
as management fees for their servicesand $78,919 during the comparative
period in the prior year.
 
 Note 6 –
Stockholders’Deficiency
 
 Common
Stock
 
 The Company has the authority to issue
200,000,000 shares of common stock, par value $.001 per share. The holders of
shares of common stock are entitled to receive notice of, attend and vote at all
meetings of the stockholders.  Each share of common stock carries one
vote at such meetings.
 
 On July 25, 2008 at the Annual Meeting
of Shareholders, shareholders approved an Agreement and Plan of Merger providing
for the merger of the TrackPower, Inc. with Gate to Wire Solutions, Inc., aNevadacorporation which was a newly formed
special purpose wholly owned subsidiary of TrackPower. The Agreement and Plan of
Merger became effective September 3, 2008.  Subsequent to the merger
the Company began to conduct business under the name Gate to Wire Solutions,
Inc. which more accurately reflects the nature of the business the Company is
engaged in. Upon consummation of the merger, each one hundred (100) outstanding
shares of the Company’s Common Stock was automatically converted into one (1)
fully paid and non-assessable share of outstanding Common Stock. Further
information can be reviewed in the Company’s Notice of Annual Shareholder
Meeting and Proxy Statement.
 
 All share and per-share amounts in the
accompanying consolidated statements and notes to the consolidated financial
statements have been adjusted to apply the effect of the reverse stock split
retrospectively.
 
 As of May 31, 2009, there were
27,702,578 shares of common stock issued and outstanding.
 
 Preferred
Stock
 
 The Company has the authority to issue
20,000,000 of shares of preferred stock, having a $0.001 par
value.  No preferred shares were issued at May 31,
2009.
 
 Stock
options
 
 The Company has no stock option
plans.
 
 Warrants
 
 The following is a summary of warrant
activity for fiscal 2009 and 2008:
 
 Number of Shares to Purchase under
      WarrantsBalance February 28,
      2009
                  
                  
                  1,288,225Expired
                  
                  
                  (1,014,600)Balance, May 31,
      2009
                  
                  
                  273,625
 
  9
  
 Warrants outstanding at May 31, 2009
consist of the following:
 
 Issue Date
                  Expiration
    Date
                  
                  Exercise
                    Price
                  
                  
                  Number
                    of SharesJune 30,
    2006
                  June 30,
    2009
                  
                  
                  4.00
                  
                  
                  
                  140,000July 31,
    2006
                  July 31,
    2009
                  
                  
                  4.00
                  
                  
                  
                  133,625273,625
 
 Should all outstanding warrants be
exercised, the total additional consideration available to the Company is
approximately $1,094,500. A maximum of 273,625common shares would be
issued.
 
  Item
2.Management’s
Discussion and Analysis or Plan of Operation.
 
 Forward
Looking Statements
 
 Certain matters discussed in this
Quarterly Report may constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and as such may involve
risks and uncertainties. These forward-looking statements relate to, among other
things, expectations of the business environment in which the Company operates,
projections of future performance, perceived opportunities in the market and
statements regarding the Company's goals. The Company's actual results,
performance, or achievements expressed or implied in such forward-looking
statements may differ.  We are under no duty to update, and do not
undertake to update, any of the forward-looking statements contained in this
quarterly report to conform them to actual results or to changes in our
expectations.
 
 Plan of
Operations
 
 Development
Agreement
 
 On April 15, 2009, the Company announced
that it has entered into a development agreement with Function Mobile, Inc.
("FMI") for an interactive Short-Message-Service ("SMS") platform targeting
horseracing and pari-mutuel wagering markets inLatin America.
 
 FMI will develop a suite of SMS
wagering products and horseracing-based games on behalf of, and in conjunction
with the Company, who in turn will own outright all intellectual property rights
to the products, promotions and services developed.
 
 Once developed, the Company will
implement the wagering SMS platform in appropriate Latin American locations,
providing interface and interconnectivity to a tote system and wagering hub so
that the wagers can be processed in accordance with all appropriate laws and
regulations.
 
 In addition, FMI will provide Gate To
Wire with technical support and ongoing services as required for operation
of the interactive SMS platform. For promotion and distribution, FMI has
committed to enter into agreements with local telecommunications companies to
provide SMS interconnectivity for the operation, as well as marketing and
promotion of the Gate To Wire interactive SMS platform. Revenue collection will
occur via telecom billing.
 
 Gate To Wire will pay an as yet to be
determined development fee for each game developed through this agreement based
on an agreed upon scope of work, in addition to an ongoing service fee of 10% of
net revenues generated through the platform for ongoing service and
support
 
 Signature
Gaming Letter of Intent
 
 On April 23, 2009, the Company announced
that it has entered into a Letter of Intent with Signature Gaming Management
Peru, S.A.C. ("SGM") to develop a gaming interface for both Simulcast and Online
Account Wagering for SGM's projects inPeru.
 
 SGM is a private entity formed to pursue
gaming opportunities inPeru. It currently has agreements with the
Jockey Club of Arequipa ("JCA") to manage and operate its newly constructed
Carro Colorado Racetrack inArequipa, as well as to conduct race and sports
wagering at the JCA-owned Social Club, which will also have a slot machine casino operation. The
Companywill provide SGM
with a user-friendly, real-time online wagering experience featuring North
American horse racing product, previously unavailable in the
region.
 
 In addition, the Company will provide
SGM with a Wagering Interface for use at the new Carro Colorado Racetrack, the
Social Club Casino and other off-track locations, specifically featuring live
racing simulcast fromNorth
America.
 
 SGM recently also entered into a
separate letter of intent with InterAmerican Gaming, Inc. ("IAG"), a related
party tothe Companyby virtue of certain common
officers and directors, pursuant to which IAG plans to participate in the
development of the Social Club Casino with SGM.
 
  10
  Results of
Operations
 
 For the three month period ended May 31,
2009 and 2008
 
 Costs and expenses totalled $166,586
during the three-month period ended May 31, 2009, $37,415 higher than during the
three month period ended May 31, 2008.  The Company’s increased costs
during the first quarter of the current yearareprimarily a result of a foreign
exchange loss as a result of the appreciation of the Canadian
Dollar.
 
 Management fees paid to related parties
were $78,851duringthe three month period
ended May 31, 2009 and $78,919duringthe comparative period in the
prioryear.  Management fees include
executive management costs including strategic planning, financing and
horseracing industry consulting and corporate secretarial
services.
 
 Professional feesduringthe three month period end May 31, 2009were$6,375 in comparison to $8,855duringthe prior period.Duringthe three month period ended May 31,
2009 theprofessional fees
consisted of$6,375 in
audit fees.
 
 General and administrative expenses were
$51,931 during the three month period ended May 31, 2009 compared to $39,237
during the three month period ended May 31, 2008. General and administrative
expenses are higher than the previous year due to costs associated with pursuing
the development and operation of horseracing video distribution ventures in
international markets. General and administrative expenses during the three
month period ended May 31, 2009 included: 1) corporate fees of $5,786, 2)
travel, meals and entertainment of $6,743, 3) insurance of $2,657, 4)
directors fees of $8,244, 5) consulting costs of $15,309,and6) other miscellaneous costs of
$13,192.
 
 During the three months ended May 31,
2009 the Company recorded a $29,429 foreign exchange loss and $2,160 in the
comparativeprior yearperiod.  As asubstantial portion of the Company’s
related party liabilities are denominate in Canadian dollars, the loss is
attributed and a result of the appreciation of the Canadian
Dollar.
 
 The Company recorded other income of
$43,000 during the three month period ended May 31, 2009, as a result of the
sale of property by a related party. The Company directed the cash proceeds to
be paid to Gamecorp as a reduction of intercompany debt. The Company settled all
amounts owed to the related party through the issuance of stock during the year
ended February 28, 2009 and therefore the proceeds paid to Gamecorp has been
reflected as other income during the three month period ended May 31,
2009.
 
 Our net loss for the three months ended
May 31, 2009 and May 31, 2008 is $123,586 and $129,171,respectively.
 
 Critical Accounting Policies and
Estimates
 
 The discussion and analysis of results
of operations and financial condition are based upon the financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America (GAAP). The preparation of these
financial statements requires management to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. Management evaluates
the estimates on an on-going basis, including those related to bad debts,
investments, customer accounts, intangible assets, income taxes, and
contingencies and litigation. Management bases its estimates on historical
experience and on various other assumptions that they believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Note 2 of the "Notes to
Financial Statements" of the Company’s Annual Audited Financial
Statementsfor the year
ended February 28, 2009includesa 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.
 
 Cash and cash
equivalents
 
 The Company considers cash and all
highly liquid instruments purchased with an original maturity of three months or
less to be cash equivalents.
 
 Concentrations of credit
risk
 
 Financial instruments which potentially
subject the Company to concentrations of credit risk consist principally of
cash.  The Company places its cash with high quality financial
institutions.  At no time during the year did the balance at one
financial institution exceed insured limits.
 
 Fair value
of financial instruments
 
 Accounts payable, accrued expenses,
amounts due to related parties are carried in the financial statements at
amounts which approximate fair value.
 
 Financial
Condition
 
 During the three month period ended May
31, 2009, total assets increased from $1,593 to $4,328.
  The Company’s liabilities increasedby $126,321
duringthe three month
period ended May 31, 2009.  The increase is primarily a result of an
increaseof $95,103
inamounts due to related
parties.
  11
  Accounts payable increased
from$292,381 at the beginning of the year to
$316,149at May 31, 2009.
 
 Due to related parties increased from
$478,851 at February 28, 2009 to $573,954at May 31, 2009.  Amountsdue to related parties
represent$222,603 advancebya shareholder, $129,578dueto directors and/or officers of the Company and$221,773dueto entities with common directors and
/or officers of the Company.  Amounts due to related parties are
unsecured, non-interest bearing and have no specific repayment
terms.
 
 Accrued professional and other expenses
increasedby$7,450duringthe three month period ended May 31,
2009 and primarily represent $5,875 in audit fees, $10,575 in legal fees and
$25,000 in relation to printing and mailing costs associated with the annual
filings.
 
 The stockholders’ deficiency increased
from $803,639 at February 28, 2009 to $927,225 at May 31, 2009. The increase is
substantially attributable to an increase in the accumulated deficit arising
from the $123,586 loss for the three month period
endedMay 31,
2009.
  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.
 
 Liquidity
and Capital Resources
 
 Operations were financed primarily
through advances from related parties. During the three month period ended May
31, 2009,the Company used
$92,368 in cash inoperating activities,primarily as a result of operating
lossesadjusted for changes
in accounts payable and accrued expenses.The Company generated $92,630 in cash
from financing activities, as related partiescontributedfurther funds to the Company to continue
to operateduring the three
month period ended May 31, 2009.
  The revenues of the Company during the
three month period ended May 31, 2008 were zero therefore did not play a role in
financing operations. The Company in the past has financed operations throughadvances provided by related parties
andthe issuance of
restricted equity securities. There can be no assurance that the Company’s
ability to raise capital throughrelated party advances andprivate placements will
continue.
  The financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the liquidation of liabilities in the ordinary course of
business.  As shown in the accompanying financial statements, the
Company has a working capital deficit of $927,225 at May 31, 2009.  As a
result, substantial doubt exists about the Company’s ability to continue to fund
future operations using its existing resources.
 
 In order to meet it’s near term
obligations and provide the necessary funding for future operations, the Company
will have to raise additional financing.
 
 The Company heavily relies upon loans
from related parties, specifically Gamecorp Ltd. (“Gamecorp”), to further
provide capital contributions to its investments. As at May 31, 2009, Gamecorp
holds a 16.6% ownership interest in the Company. During the three month period
ended May 31, 2009, Gamecorp further advanced the Company $22,691.  As
atMay31, 2009 the Company is indebted to
Gamecorp for $221,773.
 
 Management is hopeful that the future
business direction of the Company will substantially decrease the history of
operating losses and provide the ability to improve the Company’s
liquidity.  The Company will require additional capital over the next
year in order to satisfy existing liabilities and to provide further capital
contributions to its investments.  Failure to obtain such capital
could adversely impact the Company's operations and
prospects.
  Off-balance sheet
arrangements.
  The Company does not have any off
balance sheet arrangements.
 
 
 Item
3.Quantitative
and Qualitative Disclosures About Market Risk.
 
 We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.
  
 12
 Item
4.
Controls and Procedures.
 
 Disclosure controls and
procedures
 
 Our management evaluated, with the
participation of our Chief Executive Officer and Chief Financial Officer, the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Form 10-Q. Based on this evaluation, our Chief
Executive Officer and Chief
  Financial Officer have concluded that
our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)), as of the end of such period, are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and
forms.
 
 There have been no significant changes
in our internal controls over financial reporting during the second quarter
endedMay31, 2009 that have materially affected,
or are reasonably likely to materially affect, our internal controls over
financial reporting.
 
 This Quarterly Report does not include
an attestation report of the Company’s registered public accounting firm
regarding internal control over financial reporting. Management’s report was not
subject to attestation by the Company’s registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management’s report in this Quarterly
Report.
 
 Management Report on Internal Control
over Financial Reporting
 
 Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange
Act. Those rules define internal control over financial reporting as a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes those
policies and procedures that:
 
 • Pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the company;
 
 • Provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and the
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the Company;
and
 
 • Provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisitions, use or
disposition of the company's assets that could have a material effect on the
financial statements.
 
 Because of its inherent limitations,
internal controls over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
 
 Management assessed the effectiveness of
our internal control over financial reporting as ofMay31, 2009. In making this assessment, our
management used the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
  13
  
 
 PART II.
Other Information
  Item 1.
Legal Proceedings
 
 Subsequent to quarter end on July 6,
2009, the Company agreed to minutes of settlement with Towne, Bartkowski and
Defio Kean, P.C. (the “Plaintiff”).  The Company agreed to pay
CAD$88,500 plus interest at a rate of 9% per annum to the Plaintiff in
satisfaction of a judgement obtained inNew York.  The amounts are to be paid
US$5,000 per month beginning in the month of July until all amounts are fully
repaid. The Company has fully accrued for the loss in prior
periods.
 
 
 Item 2.
Unregistered Sales of Equity Securities.
 
 None
 
 Item 3.
Defaults upon Senior Securities
 
 None
  Item
4. Submission of Matters
to a Vote of Security Holders
 
 None
 
 Item 5. Other
Information
 
 None
 
 Item
6.Exhibits and
Reports on Form 8-K
 
 a)Exhibits
 
 Exhibit No.
              Description31.1
              Certification pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.*31.2
              Certification pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.*32.1
              Certification pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002. *32.2
              Certification pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.
*
  (*)           Filed
with this Report.
  b)           Reports
on Form 8-K
  None
  (Remainder of page left intentionally
blank)
 
  
 
  14
  
 
 SIGNATURES
 
 In accordance with the registration
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.
 
 
 
 Date: July 15,
      2009
              By:
              /s/ John G.
      SimmondsName: John G.
      SimmondsTitle:   President
      and Chief Executive OfficerDate: July 15,
      2009
              By:
              /s/ Gary N.
      HokkanenName: Gary N.
      HokkanenTitle:   Chief Financial
      Officer(Principal
      Financial Officer)