UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(CHECK ONE):      |X|  Form 10-K  |_| Form 20-F  |_| Form 11-K

                  |_|  Form 10-Q  |_| Form N-SAR

                  For Period Ended: February 29, 2004
                  [ ] Transition Report on Form 10-K
                  [ ] Transition Report on Form 20-F
                  [ ] Transition Report on Form 11-K
                  [ ] Transition Report on Form 10-Q
                  [ ] Transition Report on Form N-SAR
                  For the Transition Period Ended:______________________________


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  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
      NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
                 HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION
Trackpower, Inc.
Full Name of Registrant

Former Name if Applicable:

Address of Principal Executive Office (STREET AND NUMBER)
67 Wall Street
Suite 2211, New York, NY 10005
City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

       [x] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
       [x] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
       [ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.


PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.





See Attachment I
                                                 (ATTACH EXTRA SHEETS IF NEEDED)
                                                                  SEC 1344 (6/93



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PART IV -- OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

            John G. Simmonds          (905)                       833-3838

         (Name)                    (Area Code)                (Telephone Number)

(2)      Have all other period reports required under Section 13
         or 15(d) of the Securities Exchange Act of 1934 or
         Section 30 of the Investment Company Act of 1940 during
         the preceding 12 months (or for such shorter) period
         that the registrant was required to file such reports)
         been filed? If answer is no, identify report(s).         |X| Yes |_| No





(3)      Is it anticipated that any significant change in
         results of operations from the corresponding period for
         the last fiscal year will be reflected by the earnings
         statements to be included in the subject report or
         portion thereof?                                         |_| Yes |X| No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the

         reasons why a reasonable estimate of the results cannot be made.



                                Trackpower, Inc.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date   05/28/04                 By  /s/ John G. Simmonds

                             John G. Simmonds, Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
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               INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
          CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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Attachment I

                  The Registrant is seeking an extension of the period in which
to file its Form 10-KSB for the year ended February 29, 2004 because of
difficulty in preparing certain parts of the filing. The Registrant is currently
in the process of gathering the remaining information, and anticipates that the
Form 10-KSB will be filed within the grace period provided for under Rule
12b-25.






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