<Page>

    As filed with the Securities and Exchange Commission on January 14, 2004
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549


                                   FORM 10-QSB

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

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

                For the Quarterly Period Ended November 30, 2003

                        Commission file number 000-28506

                                TRACKPOWER, INC.
        (Exact name of small business issuer as specified in its charter)

             WYOMING                                     13-3411167
     (State of Incorporation)                       (IRS. Employer ID No.)

                                 67 WALL STREET
                         SUITE 2211, NEW YORK, NY 10005
                    (Address of Principal Executive Offices)

                                 (212) 804-5704
                (Registrant's Telephone No. including area code)



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

          YES  X                                                    NO
              ---                                                      ---

The number of shares outstanding of each of the Registrant's class of common
equity, as of November 30, 2003 are as follows:

             CLASS OF SECURITIES                     SHARES OUTSTANDING
        Common Stock, $.0001 par value                   205,243,081

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


<PAGE>

                                TRACKPOWER, INC.


                                      INDEX


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

Item 1.         Financial Statements (unaudited)
                       Balance Sheet....................................................................   3
                       Statements of Operations and Comprehensive Income (Loss).........................   4
                       Statements of Cash Flows.........................................................   5
                       Notes to Financial Statements....................................................   6

Item 2.         Management's Discussion and Analysis or Plan of Operation...............................   9

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



PART II.        OTHER INFORMATION

Item 1.         Litigation..............................................................................  17

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

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

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

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

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

Signatures..............................................................................................  20
</TABLE>


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
                                TRACKPOWER, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)
                                November 30, 2003

<TABLE>
<CAPTION>
<S>                                                                                    <C>
ASSETS
Current Assets:
   Cash                                                                                $ 21,425
   Other current assets                                                                     670
------------------------------------------------------------------------------------------------

Total current assets                                                                     22,095
------------------------------------------------------------------------------------------------

Racehorse and office equipment                                                           54,648
   Less:    Accumulated depreciation                                                   (27,610)
------------------------------------------------------------------------------------------------
       Racehorse and net office equipment                                                27,038

------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                           $ 49,133
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
   Accounts payable (including $159,784 due to related parties)                       $ 358,837
   Accrued interest                                                                     127,332
   Accrued Directors' Fees                                                               78,750
   Accrued professional fees                                                             17,989
   Senior subordinated convertible debentures, due October 31, 2004                      396,000
   Note payable                                                                          21,000
------------------------------------------------------------------------------------------------
       Total current liabilities                                                        999,908
------------------------------------------------------------------------------------------------

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,
   205,243,081 shares, issued and outstanding                                            20,524
   Common stock subscribed                                                               62,500
   Additional paid in capital                                                        23,512,319
   Accumulated deficit                                                             (24,546,118)
------------------------------------------------------------------------------------------------
       Total shareholders' equity (deficit)                                           (950,779)
------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                  $  49,133
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>

                 See accompanying notes to financial statements.

                                       3

<PAGE>

                                TRACKPOWER, INC.
            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                   Three Months Ended              Nine Months Ended
                                                                      November 30,                    November 30,
                                                                    2003          2002             2003           2002
                                                                    ----          ----             ----           ----
<S>                                                               <C>            <C>              <C>           <C>
 Revenue
     Purse winnings                                                 $294            $ -             $964        $14,829
 -----------------------------------------------------------------------------------------------------------------------
     Total revenue                                                   294              -              964         14,829

 Operating expenses:
     Wages and consulting fees                                     4,349         78,838           53,604        223,736
     Management fees - related parties                            30,000              -           60,000              -
     Trainer and equine fees                                       5,888          3,311           12,101         21,700
     Professional fees                                               846         23,434           27,062         91,412
     General and administrative                                   21,793         41,151           66,722        140,801
 -----------------------------------------------------------------------------------------------------------------------
     Total operating expenses                                     62,876        146,734          219,489        477,649

 Loss from operations                                           (62,582)      (146,734)        (218,525)      (462,820)

 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                                                      8,211          8,822           26,052         26,224
     Non-cash financing expense                                   74,290              -           84,082         28,496
     Realized loss on marketable securities                            -              -              800              -
     Writedown of racehorse                                            -              -           29,240              -
     Loss on sale of racehorse                                         -              -                -         18,471
     Write-off of deposits                                             -         68,909                -         68,909
     Depreciation and amortization                                 1,830          2,682            5,490          8,875
 -----------------------------------------------------------------------------------------------------------------------
     Total other (income) expenses                                76,860         80,413        (337,006)        150,975

 -----------------------------------------------------------------------------------------------------------------------
 Net income (loss)                                             (139,442)      (227,147)          118,481      (613,795)
 =======================================================================================================================

 Basic and diluted earnings (loss) per share of common stock:
 Weighted average number of common shares outstanding        200,221,747    180,613,703      194,263,210    166,545,633
 Basic earnings (loss) per share                                $(0.000)       $(0.001)           $0.001       $(0.004)
 Diluted earnings (loss) per share                              $(0.000)       $(0.001)           $0.001       $(0.004)



                                                          Comprehensive
                                                           Income (Loss)

 Net income (loss)                                            $(139,442)     $(227,147)         $118,481     $(613,795)
 Other comprehensive loss:
 Unrealized holding (loss) on marketable securities                    -        (2,400)                -        (6,400)
 -----------------------------------------------------------------------------------------------------------------------
 Comprehensive income (loss)                                  $(139,442)     $(229,547)         $118,481     $(620,195)
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>
                 See accompanying notes to financial statements.

                                       4

<PAGE>

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

                                                                                            2003                      2002
                                                                                            ----                      ----
   ------------------------------------------------------------------------------------------------------------------------
   <S>                                                                                  <C>                     <C>
   NET CASH FROM OPERATIONS
            Net income (loss)                                                           $118,481                $(613,795)
            Adjustments to reconcile net loss
            to net cash used in operating activities:
            Depreciation and amortization                                                  5,490                     8,875
            Loss on marketable securities                                                    800                         -
            Loss on sale of horse                                                              -                    18,471
            Write-off of deposits                                                              -                    68,909
            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                    28,496
            Loss on sale of horse                                                              -                    18,471
        Changes in:
            Accounts receivable                                                                -                         -
            Other current assets                                                           (377)                   (5,625)
            Accounts payable and accrued expenses
            (including due to related parties)                                             9,924                    25,615
   ------------------------------------------------------------------------------------------------------------------------
   Net cash used in operating activities                                               (203,433)                 (469,054)
   ------------------------------------------------------------------------------------------------------------------------
   CASH FLOWS FROM INVESTING ACTIVITIES:
         Proceeds from sale of horse                                                           -                    31,529
         Deposits (issued)/collected                                                           -                    64,188
         Purchase of racehorse and office equipment                                            -                  (40,247)
   ------------------------------------------------------------------------------------------------------------------------
   Net cash used in investing activities                                                       -                    55,470
   ------------------------------------------------------------------------------------------------------------------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from common stock and common stock subscribed                          182,500                   395,500
   ------------------------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                                             182,500                   395,500
   ------------------------------------------------------------------------------------------------------------------------

   ------------------------------------------------------------------------------------------------------------------------
   Increase (decrease) in cash                                                            20,933                  (18,084)
   ------------------------------------------------------------------------------------------------------------------------
   CASH,  beginning of period                                                                492                    20,141
   ------------------------------------------------------------------------------------------------------------------------
   CASH,  end of period                                                                  $21,425                   $ 2,057
   ------------------------------------------------------------------------------------------------------------------------
</TABLE>

Noncash activities:

During the nine month period ended November 30, 2003 the Company issued 97,500
common shares for consulting services provided which have been valued at $1,950.
During the nine month period ended November 30, 2003 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.
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.


During the nine month period ended November 30, 2002 the Company issued 305,247
shares of its common stock upon conversion of convertible debentures with a
principal balance of $59,500 and accrued interest of $9,312.
During the nine month period ended November 30, 2002 the Company recorded the
issuance of 200,000 shares of its common stock issued to Simmonds Capital
Limited at par value, which is reflected in due to related parties.
The Company also recorded non-cash financing expense of $28,496 representing the
cost of issuing additional shares of its common stock for improved conversion
rights for accrued but unpaid interest on certain convertible debentures.

                 See accompanying notes to financial statements.

                                       5

<PAGE>

                                TRACKPOWER, INC.

                          Notes to Financial Statements
                                November 30, 2003

         RECENT DEVELOPMENTS
         -------------------

         TIOGA PARK

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

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

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

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

         RACEHORSES

         During fiscal 2002 the Company acquired its first racehorse and in
fiscal 2003 it acquired another racehorse. During the quarter ended August 31,
2002, the Company sold the first of its two racehorses. The Company has agreed
to sell the second racehorse during January 2004.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

         NATURE OF BUSINESS

         TrackPower's present business strategy and direction is to evaluate
horseracing industry related opportunities.

         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.

                                       6

<PAGE>

Accordingly they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine months ended November 30, 2003 are not
necessarily indicative of the results that may be expected for the fiscal year
ending February 28, 2004. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the fiscal year ended February 28, 2003.

         GOING CONCERN

         The accompanying financial statements have been prepared assuming the
Company will continue on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has suffered recurring losses from operations during
its operating history. The ability of the Company to continue as a going concern
is dependent upon obtaining future financing and profitable operations.
Management is in the process of evaluating future business opportunities, which
would generate revenue to sustain the operations of the Company. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

         USE OF ESTIMATES

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

         NON-RECURRING ITEMS

         During the 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. Should the matter result in future loss, the Company
will recognize the loss when it becomes known.

         During the three month period ended May 31, 2003, the Company opted to
eliminate $7,475 in miscellaneous historic liabilities related to previous
business opportunities for which the creditors have ceased communicating with
the Company.

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

                                       7

<PAGE>

         During the three month period ended November 30, 2003, the Company
recorded an additional gain of $15,888 on extinguishment of debt, representing
certain additional historic liabilities related to previous business
opportunities.

         LONG-LIVED ASSETS

         Long-lived assets including racehorses, are reviewed when facts and
circumstances indicate the carrying value of the asset may not be recoverable.
When necessary, impaired assets are written down to estimated fair value based
on the best information available. Fair value is determined by estimated future
cash flows and appraised value of the assets.

         MARKETABLE SECURITIES

         The Company holds marketable securities, which consist of common stock
of a publicly traded company. During the nine month period ended November 30,
2003 the common shares ceased to be traded on NASD's
over-the-counter-bulletin-board and accordingly the Company opted to write-off
the securities and accordingly recorded a $800 realized loss on marketable
securities.

         CONVERTIBLE DEBENTURES

         The senior subordinated convertible debentures bear interest at 8% per
annum, payable annually on October 31, commencing on October 31, 2000, and
mature October 31, 2004. The debentures are automatically convertible into
common stock of the Company upon maturity, at the rate of $0.50 per share. The
debentures may also be converted at the option of the Company, as defined, or
the holder. Upon conversion, each share of common stock will be accompanied by a
three year warrant to purchase common stock at $0.75 per share.

         At November 30, 2003, $396,000 in senior subordinated convertible
debentures were outstanding for which interest due on October 31, 2000, 2001,
2002 and 2003 remains unpaid. Non payment of interest could constitute an event
of default if notice were served. As of January 1, 2004, the Company has not
received any notices of default and accordingly has classified such convertible
debt as a current liability.

         During the nine month period ended November 30, 2003, the Company with
the approval of the Board of Directors provided certain debenture holders the
ability to convert the principal and interest owed under a convertible debenture
to common stock at a reduced conversion price of $0.025 per share. The
transactions resulted in additional shares issued to the debenture holder and
the Company has recorded the value of those shares as a charge in non-cash
financing expense. Principal of $40,000 plus accrued interest of $11,985 were
converted into 2,079,378 common shares. Under the original terms of the
debentures 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.

         During the nine month period ended November 30, 2002 the Company
recorded non-cash financing expenses of $28,496 representing the incremental
costs of a special inducement offer to debenture holders upon the conversion of
their debentures.

                                       8

<PAGE>

         NET EARNINGS AND LOSS PER SHARE

         Basic loss per common share is based on the weighted average number of
shares outstanding during each period presented. Convertible debentures, options
to purchase stock and warrants are included as common stock equivalents only
when dilutive. Potential common stock equivalents totaling approximately 1.0
million shares at November 30, 2003 have been excluded as the effects of such
shares would have been anti-dilutive.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In April 2003, the Financial Accounting Standards Board ("FASB") issued
SFAS 149 "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities". This Statement improves and clarifies financial reporting for
derivative instruments and hedging activities under SFAS 133 "Accounting for
Derivative Instruments and Hedging Activities".

         In May 2003, the FASB issued SFAS 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". This Statement
requires a number of defined financial instruments to be classified as
liabilities instead of equity.

         Management does not expect that the adoption of SFAS 149 and 150 will
have a material effect on the Company's operations or financial position.


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

         FORWARD LOOKING COMMENTS

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

         OVERVIEW

         The Company owns a racehorse, which generates purse winnings from
races. The Company is also in the process of consummating the Tioga Park
racetrack acquisition opportunity. Tioga Park consists of approximately 138
acres in New York State, including a 5/8 mile track, a grand stand, horse barns,
jockey quarters building, horse auction facility and other necessary buildings
to operate a horseracing facility.

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

                                       9

<PAGE>

legislature to operate Video Lottery Terminals at the racetrack.

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

         RESULTS OF OPERATIONS
         ---------------------

         FOR THE THREE MONTH PERIOD ENDED NOVEMBER 30, 2003

         Revenues for the three month period ended November 30, 2003 were $294
compared to zero during the comparative period in the prior year. Revenues
consist of purse winnings from the Company's racehorse. The racehorse currently
owned by the Company suffered a medical condition, during fiscal 2003, that
prevented it from racing and has only recently recovered to the point of
generating purse winnings.

         Operating expenses totaled $62,876 during the three-month period ended
November 30, 2003 substantially down from $146,734 during the comparative period
in the prior year.

         Wages and consulting costs were $4,349 during the three month period
ended November 30, 2003 compared to $78,838 during the comparative period in the
prior year. The wages and consulting costs during the three month period ended
November 30, 2002 consisted of $77,624 in executive wages and $1,214 in various
consulting costs. The wages and consulting costs during the three month period
ended November 30, 2003 consisted of financial accounting wages.

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

         General and administrative expenses were $21,793 during the three month
period ended November 30, 2003 compared to $41,151 during the comparative period
in the prior year.

        Within general and administrative costs; 1) auto lease, repair and
gasoline expenses were $5,979 during the three month period ended November 30,
2003 down from $8,075 in the comparative period in the prior year, 2) directors
and transfer agent fees were $5,738 in the current quarter compared to $10,094
in the prior year, 3) travel, meals and entertainment expenses were $4,725
during the three month period ended November 30, 2003 compared to $5,222 during
the comparative period a year ago, 4) rent and insurance expenses were $4,510 in
the current quarter and $2,752 in the prior year, 5) telephone and cellular
costs were $91 during the current quarter, down from $3,960 during the three
month period ended November 30, 2002,6) a foreign exchange gain of $405 during
the three month period ended November 30, 2003 compared to a foreign exchange
loss of $2,587 in the prior year and 6) other miscellaneous costs totaled $1,154
during the current quarter and were approximately $7,939 a year ago.

         Professional fees were $846 during the current quarter, down from
$23,434 during the comparative period in the prior year. Accounting fees were
$9,000 during the three month period ended November 30, 2003 and $7,500 during
the comparative period in the prior year. Legal fees were a credit of $8,154
during the three month period ended November 30, 2003 as a result of reversal of
legal fees paid by a related party and expensed by the Company in prior periods
in

                                       10

<PAGE>

the current fiscal year. Legal fees during the three month period ended November
31, 2002 were $15,934.

         Trainer and equine fees totaled $5,888 during the three month period
ended November 30, 2003 compared to $3,311 in the comparative period a year ago.
Trainer and equine fees increased due to the remaining horse's medical
treatments.

         The loss from operations has been reduced from $146,734 during the
three month period ended November 30, 2002 to $62,582 during the three month
period ended November 30, 2003. The reduction is the result of management
restructuring certain expense allocations with related Companies. It is
anticipated that if the Tioga Park acquisition is consummated the operating
costs of the Company will increase substantially.

         Other expense totaled $76,860 during the three month period ended
November 30, 2003 compared to other expense of $80,413 during the comparative
period in the prior year.

         Other expense included a gain on extinguishment of debt of $15,888 in
the current quarter, which included miscellaneous historic liabilities related
to previous business opportunities. Other expense in the current quarter also
included an adjustment to legal fee recovery (from a related party) in the
amount of $8,417 that had been reflected as recovered in previous periods.

         Interest expense on the Company's senior subordinated convertible
debentures declined slightly from $8,822 during the quarter ended November 30,
2002 to $8,211 during the three month period ended November 30, 2003.

         Depreciation and amortization expense was $2,682 a year ago and $1,830
during the current quarter. The reduction is the result of asset disposals
during fiscal 2003.

         The Company recorded non-cash financing expense of $74,290 during the
three 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 $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.

         During the three month period ended November 30, 2002, the Company
wrote off the balance ($68,909) of a deposit made on the potential Armstrong
Holdings acquisition. (During the quarter ended November 30, 2002, the Company
received $64,188 as a partial return of this deposit.)

         The Company recorded a net loss of $139,442 during the three month
period ended November 30, 2003 ($0.0007 per share) compared to a net loss of
$227,147 ($0.001 per share) during the comparative period in the prior year. The
change is primarily the result of reduced levels of wages and consulting costs
and extinguishment of debt recorded during the current quarter.

         The Company included an unrealized holding loss on marketable
securities (within Other Comprehensive Loss) of $2,400 as a result of a
reduction in the market value of the Company's

                                       11

<PAGE>

marketable securities during the three month period ended November 30, 2002.


         FOR THE NINE MONTH PERIOD ENDED NOVEMBER 30, 2003

         Revenues for the nine month period ended November 30, 2003 were $964
compared to $14,829 during the comparative period in the prior year. Revenues
consist of purse winnings from the Company's racehorse. The reason for the
decline in revenues is due to the Company owning two racehorses during the nine
month period ended November 30, 2002 and only one during the nine month period
ended November 30, 2003. In addition the racehorse currently owned suffered a
medical condition, during fiscal 2003, that prevented it from racing and has
only recently recovered to the point of generating relatively little in purse
winnings.

         Operating expenses totaled $219,489 during the nine-month period ended
November 30, 2003 substantially down from $477,649 during the comparative period
in the prior year.

         Wages and consulting costs were $53,604 during the nine month period
ended November 30, 2003 compared to $223,736 during the comparative period in
the prior year. The wages and consulting costs during the nine month period
ended November 30, 2002 consisted of $215,850 in executive wages and $7,886 in
various consulting costs. The wages and consulting costs during the nine month
period ended November 30, 2003 consisted of $51,654 in executive wages and
$1,950 in various consulting costs.

         During the nine month period ended November 30, 2003 the Company
incurred $60,000 of management fees from a related party for executive
compensation. In the prior year the Company did not incur any management fee
costs but did compensate certain executives directly.

         General and administrative expenses were $66,722 during the nine month
period ended November 30, 2003 compared to $140,801 during the comparative
period in the prior year.

         Within general and administrative costs; 1) auto lease, repair and
gasoline expenses were $18,946 during the nine month period ended November 30,
2003 down from $23,110 in the comparative period in the prior year, 2) directors
and transfer agent fees were $18,739 in the current period compared to $30,575
in the prior year, 3) rent and insurance expenses were $12,471 in the current
period and $14,603 in the prior year, 4) telephone and cellular costs were
$5,084 during the current period, down from $15,275 during the nine month period
ended November 30, 2002, 5) travel, meals and entertainment were reduced from
$22,343 during the nine month period ended November 30, 2002 to $5,030 in the
current period, 6) employment benefits totaled $2,465 during the current period
and $5,437 in the comparative period a year ago, 7) foreign exchange losses were
reduced from $7,129 during the nine month period ended November 30, 2002 to $261
during the current quarter, and 8) other miscellaneous costs totaled $3,716
during the current period and were approximately $22,329 a year ago (no
individual category of expense exceeding $4,000).

         Professional fees were $27,062 during the current period substantially
down from $91,412 during the comparative period in the prior year. Accounting
fees were $25,500 during the nine month period ended November 30, 2003 and
$32,125 during the comparative period in the prior year. Legal fees decreased
from $59,287 during the nine month period ended November 30, 2002 to $1,562
during the current period. The decrease is a result of the Company no longer
pursuing an acquisition known as Armstrong Holdings which was in the business of
horse

                                       12

<PAGE>

breeding and the legal fees associated with the Tioga Park transaction were
borne by a related party.

         Trainer and equine fees totaled $12,101 during the nine month period
ended November 30, 2003 compared to $21,700 in the comparative period a year
ago. Trainer and equine fees were reduced due to the sale of one the Company's
racehorses.

         The loss from operations has been reduced, due to the change in
business strategy, from $462,820 during the nine month period ended November 30,
2002 to $218,525 during the nine month period ended November 30, 2003.

         Other income totaled $337,006 during the nine month period ended
November 30, 2003 compared to other expense of $150,975 during the comparative
period in the prior year.

         Other income included a gain on extinguishment of debt of $453,023 in
the current period. Included in the gain was $400,000 owed to a third party for
transponder fee services provided up to August 2000. In 1999, the Company signed
an agreement with Transponder Encryption Services Corporation ("TESC") to
broadcast a simulcast signal of live horseracing to subscribers under the
Echostar Dish Network. This agreement provided for a base monthly fee, plus a
portion of revenues to be paid to EchoStar for the four-year term of the
agreement. Effective August 3, 2000, the agreement was terminated with both
parties claiming a breach of contract by the other party. The Company has
attempted to resolve the matter with TESC but has been unable to obtain a
response and therefore has opted to remove the liability from the balance. The
Company has also opted to eliminate $53,751 in miscellaneous historic
liabilities related to previous business opportunities for which the creditors
have ceased communicating with the Company. Other expense in the current period
also included a recovery of legal fees from a related party in the amount of
$15,934 that have been expensed in previous periods.

         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. 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 also recorded a write off of $68,909 during the nine month
period ended November 30, 2002, representing part of the deposit made on the
potential Armstrong Holdings acquisition. (During the nine month period ended
November 30, 2002, the Company received $64,188 as a partial return of this
deposit.)

         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.

         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 the
current period and accordingly management made the

                                       13

<PAGE>

decision to write off the remaining value.

         Interest expense on the Company's senior subordinated convertible
debentures remained unchanged at $26,052 during the current period and $26,224
during the comparative period in the prior year.

         Depreciation and amortization expense was $5,490 a year ago and $8,875
during the current period. The reduction is the result of asset disposals during
fiscal 2003.

         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 recorded non-cash financing expense of $28,496 during the
nine month period ended November 30, 2002 resulting from the conversion of
accrued interest under a debenture into common stock at $0.05 per share instead
of the $0.50 per share as stipulated under the original terms of the debenture.

         The Company recorded net income of $118,481 during the nine month
period ended November 30, 2003 ($0.001 per share) compared to a net loss of
$613,795 ($0.004 per share) during the comparative period in the prior year. The
change is primarily the result of the $505,751 gain on extinguishment of debt
described above and reduced levels of general, administrative, wages and
consulting costs.

         The Company included an unrealized holding loss on marketable
securities (within Other Comprehensive Loss) of $6,400 as a result of a
reduction in the market value of the Company's marketable securities during the
nine month period ended November 30, 2002.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The discussion and analysis of results of operations and financial
condition are based upon the financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP). The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. Management evaluates the estimates on an on-going basis,
including those related to bad debts, investments, customer accounts, intangible
assets, income taxes, and contingencies and litigation. Management bases its
estimates on historical experience and on various other assumptions that they
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results differ from
these estimates under different assumptions or conditions. Note 2 of the "Notes
to Financial Statements" of the Company's Annual Audited Financial Statements
includes a summary of the significant accounting policies and methods used in
the preparation of the financial statements. The following is a brief
description of the more significant accounting policies and methods the Company
uses.

                                       14

<PAGE>

Revenue Recognition:

Revenue is recorded when earned and consists of:

         Purse winnings

         The Company receives purse winnings for racehorses acquired in fiscal
2003.

Marketable Securities:

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

Fair Value of Financial Instruments:

Cash, accounts payable, accrued expenses, note payable and convertible
debentures are carried in the financial statements at amounts which approximate
fair value.

Long-Lived Assets:

Long-lived assets including racehorses, are reviewed when facts and
circumstances indicate the carrying value of the asset may not be recoverable.
When necessary, impaired assets are written down to estimated fair value based
on the best information available. Fair value is determined by estimated future
cash flows and appraised value of the assets.

Contingencies:

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


         FINANCIAL CONDITION

         During the three month period ended November 30, 2003, total assets
increased from $29,538 to $49,133. The increase is primarily the result of a
higher cash balance.

         Current assets increased from $670 to $22,095. During the current
quarter cash balances were increased from zero to $21,425. At August 31, 2003
the Company carried a bank overdraft of $4,571.

         The Company's carrying value of racehorse and office equipment was
reduced from $28,868 to $27,038 during the quarter due to normal depreciation of
$1,830.

         Current liabilities of the Company decreased from $1,116,760 at August
31, 2003 to $999,908 as at November 30, 2003. The decrease is primarily
attributable to the Company's extinguishment of debt described in Results of
Operations above.

                                       15
<PAGE>

         The shareholders' deficit decreased from $1,087,222 as at August 31,
2003 to $950,779 at November 30, 2003. Common stock, common stock subscribed and
additional paid in capital increased by $275,889 during the quarter. The
Company's accumulated deficit increased from $24,406,676 at the beginning of the
period to $24,546,118 at the end of the quarter, as a result of the Company's
net loss of $139,442 during the period.

         During the three month period ended November 30, 2003 the Company
received $162,500 in stock subscriptions and completed a private placement of
16,250,000 common shares at $0.01 per share for total proceeds of $162,500.

         LIQUIDITY AND CAPITAL RESOURCES


        During the nine month period ended November 30, 2003 the Company
utilized $203,443 in cash from operating activities primarily as a result of non
cash adjustments and changes in various working capital items. The Company also
generated $182,500 from financing activities during the nine month period ended
November 30, 2003, consisting of common stock subscribed and common stock
private placements.

         The revenues of the Company during the nine month period ended November
30, 2003 were insignificant in comparison to the costs of the Company and
therefore did not play a significant role in financing operations. Management
has decided to pursue a business strategy that still involves the horseracing
industry. The Company acquired two racehorses (one of which was disposed of
during fiscal 2003) and expects to consummate the acquisition of Tioga Park
shortly.

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

        Management is hopeful that the proposed acquisition of Tioga Park will
substantially decrease the history of operating losses and provide the ability
to improve the Company's liquidity.

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

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

         ITEM 3. CONTROLS AND PROCEDURES.

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

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including


                                       16
<PAGE>

any corrective actions with regard to significant deficiencies and material
weaknesses.


                                       17

<PAGE>


                           PART II. OTHER INFORMATION
                           --------------------------


ITEM 1.  LITIGATION.

         Not applicable.

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS.

         During the three month period ended November 30, 2003 the Company
issued 10,000,000 common shares for proceeds of $100,000 under a private
placement. Proceeds were used for general corporate purposes.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         The Company is technically in default of the senior subordinated
convertible debentures. As a result, they have been classified as current
liabilities.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION.

         Not applicable.



                                       18
<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>

                                                                 19

<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)



                                       20

<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, 2004                BY:      /s/ John G. Simmonds
                                                --------------------------------
                                                John G. Simmonds
                                                President / CEO / CFO / Director
                                                (principal executive officer)


             PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER CERTIFICATION

I, John G. Simmonds, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of TrackPower, Inc.;
2.   Based on my knowledge this quarterly report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statement made, in light of the circumstances under which
     statements were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report.
4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in the Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and we have:
         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;
         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and
         (c)      Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date.
5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors and the audit committee of the registrant's board of directors (or
     persons performing the equivalent function):
         (a)      All significant deficiencies in the design or operations of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and
         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and
6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to

                                       21

<PAGE>

significant deficiencies and material weaknesses.

Date:  January 14, 2004           By:  /s/ John G. Simmonds
                                       -----------------------------------------
                                       John G. Simmonds
                                       Principal Executive and Financial Officer

                                       22