SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     -------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 8, 2005

                                    -------

                                TRACKPOWER, INC.
             (Exact name of registrant as specified in its charter)

            Wyoming                      000-28506               13-3411167
(State or other jurisdiction of   (Commission file number)    (I.R.S. employer
 incorporation or organization)                              identification no.)

      67 Wall Street, Suite 2211
          New York, New York                                        10005
       (Address of principal                                      (Zip code)
         executive offices)

       Registrant's telephone number, including area code: (212) 804-5704

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
      simultaneously  satisfy the filing  obligation of the registrant under any
      of the following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01.    Entry into a Material Definitive Agreement.

On November 8, 2005, TrackPower,  Inc. (the "Registrant" or the Company) entered
into a series of agreements with Nevada Gold & Casinos,  Inc.  ("Nevada  Gold"),
Nevada Gold NY, Inc.  ("Nevada Gold NY"), an affiliate of Nevada Gold,  Southern
Tier Acquisitions, LLC ("Southern Tier") and Southern Tier Acquisition II LLC, a
New York  limited  liability  company  ("Southern  Tier II"),  an  affiliate  of
Southern  Tier,  pursuant  to  which  American  Racing  and  Entertainment,  LLC
("American  Racing"),  a New York limited liability company,  was formed for the
purpose of developing two horseracing facilities known as Tioga Downs and Vernon
Downs into racing and gaming complex, including video lottery terminals ("VLT").

On November 8, 2005,  Nevada Gold NY, Southern Tier II and Company,  hereinafter
referred to collectively as the "Members")  entered into an Operating  Agreement
effective  August 24,  2005 under  which the  Members  became  50%,  25% and 25%
members of American Racing, respectively. Pursuant to the terms of the Operating
Agreement  the Board of  Directors  would  operate the  business and the initial
members of the Board of Directors were H. Thomas Winn and Jon Arnesen (on behalf
of Nevada Gold NY),  Edward M. Tracy (on behalf of TrackPower) and Jeffery Gural
(on behalf of Southern Tier II). The Members also  acknowledged  that they would
participate in arranging senior note financing of $70 million for the purpose of
developing the two properties and it was further  acknowledged  that Nevada Gold
NY would provide an approximately  $5 million  guarantee to the senior lender if
required,  and if  collateral  is required by the senior  lender with respect to
such guarantee, then Nevada Gold NY agrees to provide cash or a letter of credit
to the senior lender to the extent required to collateralize such guarantee. The
Members further  acknowledged that in the event American Racing was unsuccessful
in acquiring the Vernon Downs  facility,  American Racing would still pursue the
development of Tioga Downs, but the initial debtor in possession financing ("DIP
Financing") of $1,414,000  contributed by Southern Tier and TrackPower  would be
returned to these parties, subject to certain limitations,  that the senior debt
financing would be reduced to approximately $25 million and the guarantee on the
senior  debt  provided  by Nevada  Gold NY, if  required,  would be  reduced  to
approximately  $2.5  million.  Pursuant to the  Operating  Agreement the Members
agreed to  distribute  100% of excess cash flow as follows:  first to TrackPower
and Southern Tier II up to $2.5 million each,  and  thereafter to each Member in
proportion  to their  respective  percentages.  Excess  cash flow is  defined as
earnings before interest,  taxes,  depreciation and amortization less management
fees, capital  expenditures,  tax distributions to Members,  scheduled principal
payment on debt of the  Company  and  Reserves,  defined as working  capital set
aside to pay taxes,  insurance,  debt service,  repairs,  capital  replacements,
capital  improvements,  contingent  liabilities  or  other  costs  and  expenses
incident to the ownership or operation of the Company's properties.

In addition,  on November 8, 2005,  Nevada Gold,  Southern  Tier and the Company
entered  into a  Contribution  Agreement  pursuant  to which  Southern  Tier and
Company each contributed their 50% membership interest in Tioga Downs Racetrack,
LLC ("TDR") and Vernon Downs Acquisition, LLC ("VDA") to American Racing.


                                      -2-
<PAGE>

On November 15,  2005,  the Company  executed a  non-interest  bearing  $849,341
promissory note (the "Note") to Southern Tier.  TrackPower is obligated to repay
the Note on or before  December 31, 2005.  Due date of such note was extended on
January 3, 2006 to January 15, 2006 by way of letter agreement  between Southern
Tier and TrackPower. The Note is secured by a Pledge Agreement pursuant to which
the Company  pledged its membership  interest in American  Racing as security on
the Note to Southern  Tier. On November 14, 2005,  the Company and Southern Tier
entered  into a Capital  Contribution  Agreement  pursuant to which both parties
acknowledged  that  Southern Tier had made capital  contributions  to TDR in the
amount of  $4,337,147.76  and the  Company  had made  capital  contributions  of
$2,638,466.85, totaling capital contributions of $6,975,614.61. The parties also
acknowledged  that  TrackPower and Southern Tier II, LLC  ("Southern  Tier II"),
pursuant to the American Racing Operating  Agreement,  each would received a 25%
membership  interest in American Racing and both TrackPower and Southern Tier II
would receive credit for capital  contributions in the amount of  $3,487,807.30.
As the Company had only made contributions of $2,638,466.85, but received credit
for  $3,487,807.30,  TrackPower  agreed  to  issue  the Note to  Southern  Tier,
representing the difference in these two amounts.

Forward-Looking Statements

Certain  information   included  in  this  Form  8-K  contains   forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
These  statements can be identified by the fact that they do not relate strictly
to  historical  or current  facts.  Statements  that  include  the words  "may,"
"could,"  "should,"  "would,"  "believe,"  "expect,"  "anticipate,"  "estimate,"
"intend," "plan," or other words or expressions of similar meaning, may identify
forward-looking  statements.  We have based these forward-looking  statements on
our current  expectations  about  future  events.  Although we believe  that the
assumptions underlying these forward-looking  statements are reasonable,  any or
all of the forward-looking  statements in this report may prove to be incorrect.
This may occur as a result of  inaccurate  assumptions  or as a  consequence  of
known or  unknown  risks and  uncertainties.  Consequently,  actual  events  and
results  may  differ  materially  from  those  that  might be  anticipated  from
forward-looking  statements.  In light of these  and  other  uncertainties,  you
should not regard the inclusion of a forward-looking statement in this report or
other public  communications  that we might make as a representation  by us that
our plans and  objectives  will be  achieved,  and you  should  not place  undue
reliance on such  forward-looking  statements.  We  undertake no  obligation  to
publicly update or revise any forward-looking statements, whether as a result of
new  information,  future events or otherwise.  Any further  disclosures made on
related subjects in the Company's  subsequent  reports filed with the Securities
and Exchange Commission should be consulted.

Item 9.01.    Financial Statements and Exhibits.

              (d) Exhibits

              Exhibit No.   Description
              -----------   -----------

              10.1          Operating   Agreement   of   American   Racing   and
                            Entertainment,  LLC between the Registrant, Southern
                            Tier  Acquisition  II, LLC and Nevada  Gold NY, Inc.
                            dated November 8, 2005.

              10.2          Contribution   Agreement   between  the  Registrant,
                            Southern Tier Acquisition,  LLC, American Racing and
                            Entertainment, LLC and Nevada Gold and Casinos, Inc.
                            dated November 8, 2005.


                                      -3-
<PAGE>

              10.3          Promissory  Note  issued by  Registrant  to Southern
                            Tier Acquisitions, LLC dated November 15, 2005.

              10.4          Pledge and Security Agreement between the Registrant
                            and Southern Tier  Acquisitions,  LLC dated November
                            15, 2005.

              10.5          Capital    Contribution    Agreement   between   the
                            Registrant and Southern Tier Acquisitions, LLC dated
                            November 14, 2005.









                                      -4-
<PAGE>

                                    SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,
Trackpower,  Inc.  has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:    January 5, 2005

                                        TRACKPOWER, INC.

                                        By: /s/ Gary N. Hokkanen
                                            ------------------------------------
                                            Name:  Gary N. Hokkanen
                                            Title: Chief Financial Officer


                                      -5-
<PAGE>

                                INDEX OF EXHIBITS

         Exhibit No.        Description
         -----------        -----------

         10.1               Operating   Agreement   of   American   Racing   and
                            Entertainment,  LLC between the Registrant, Southern
                            Tier  Acquisition  II, LLC and Nevada  Gold NY, Inc.
                            dated November 8, 2005.

         10.2               Contribution   Agreement   between  the  Registrant,
                            Southern Tier Acquisition,  LLC, American Racing and
                            Entertainment, LLC and Nevada Gold and Casinos, Inc.
                            dated November 8, 2005.

         10.3               Promissory  Note  issued by  Registrant  to Southern
                            Tier Acquisitions, LLC dated November 15, 2005.

         10.4               Pledge and Security Agreement between the Registrant
                            and Southern Tier  Acquisitions,  LLC dated November
                            15, 2005.

         10.5               Capital    Contribution    Agreement   between   the
                            Registrant and Southern Tier Acquisitions, LLC dated
                            November 14, 2005.







                                      -6-
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     -------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 8, 2005

                                    -------

                                TRACKPOWER, INC.
             (Exact name of registrant as specified in its charter)

            Wyoming                      000-28506               13-3411167
(State or other jurisdiction of   (Commission file number)    (I.R.S. employer
 incorporation or organization)                              identification no.)

      67 Wall Street, Suite 2211
          New York, New York                                        10005
       (Address of principal                                      (Zip code)
         executive offices)

       Registrant's telephone number, including area code: (212) 804-5704

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
      simultaneously  satisfy the filing  obligation of the registrant under any
      of the following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.    Entry into a Material Definitive Agreement.

On November 8, 2005, TrackPower,  Inc. (the "Registrant" or the Company) entered
into a series of agreements with Nevada Gold & Casinos,  Inc.  ("Nevada  Gold"),
Nevada Gold NY, Inc.  ("Nevada Gold NY"), an affiliate of Nevada Gold,  Southern
Tier Acquisitions, LLC ("Southern Tier") and Southern Tier Acquisition II LLC, a
New York  limited  liability  company  ("Southern  Tier II"),  an  affiliate  of
Southern  Tier,  pursuant  to  which  American  Racing  and  Entertainment,  LLC
("American  Racing"),  a New York limited liability company,  was formed for the
purpose of developing two horseracing facilities known as Tioga Downs and Vernon
Downs into racing and gaming complex, including video lottery terminals ("VLT").

On November 8, 2005,  Nevada Gold NY, Southern Tier II and Company,  hereinafter
referred to collectively as the "Members")  entered into an Operating  Agreement
effective  August 24,  2005 under  which the  Members  became  50%,  25% and 25%
members of American Racing, respectively. Pursuant to the terms of the Operating
Agreement  the Board of  Directors  would  operate the  business and the initial
members of the Board of Directors were H. Thomas Winn and Jon Arnesen (on behalf
of Nevada Gold NY),  Edward M. Tracy (on behalf of TrackPower) and Jeffery Gural
(on behalf of Southern Tier II). The Members also  acknowledged  that they would
participate in arranging senior note financing of $70 million for the purpose of
developing the two properties and it was further  acknowledged  that Nevada Gold
NY would provide an approximately  $5 million  guarantee to the senior lender if
required,  and if  collateral  is required by the senior  lender with respect to
such guarantee, then Nevada Gold NY agrees to provide cash or a letter of credit
to the senior lender to the extent required to collateralize such guarantee. The
Members further  acknowledged that in the event American Racing was unsuccessful
in acquiring the Vernon Downs  facility,  American Racing would still pursue the
development of Tioga Downs, but the initial debtor in possession financing ("DIP
Financing") of $1,414,000  contributed by Southern Tier and TrackPower  would be
returned to these parties, subject to certain limitations,  that the senior debt
financing would be reduced to approximately $25 million and the guarantee on the
senior  debt  provided  by Nevada  Gold NY, if  required,  would be  reduced  to
approximately  $2.5  million.  Pursuant to the  Operating  Agreement the Members
agreed to  distribute  100% of excess cash flow as follows:  first to TrackPower
and Southern Tier II up to $2.5 million each,  and  thereafter to each Member in
proportion  to their  respective  percentages.  Excess  cash flow is  defined as
earnings before interest,  taxes,  depreciation and amortization less management
fees, capital  expenditures,  tax distributions to Members,  scheduled principal
payment on debt of the  Company  and  Reserves,  defined as working  capital set
aside to pay taxes,  insurance,  debt service,  repairs,  capital  replacements,
capital  improvements,  contingent  liabilities  or  other  costs  and  expenses
incident to the ownership or operation of the Company's properties.

In addition,  on November 8, 2005,  Nevada Gold,  Southern  Tier and the Company
entered  into a  Contribution  Agreement  pursuant  to which  Southern  Tier and
Company each contributed their 50% membership interest in Tioga Downs Racetrack,
LLC ("TDR") and Vernon Downs Acquisition, LLC ("VDA") to American Racing.

                                      -2-
On November 15,  2005,  the Company  executed a  non-interest  bearing  $849,341
promissory note (the "Note") to Southern Tier.  TrackPower is obligated to repay
the Note on or before  December 31, 2005.  Due date of such note was extended on
January 3, 2006 to January 15, 2006 by way of letter agreement  between Southern
Tier and TrackPower. The Note is secured by a Pledge Agreement pursuant to which
the Company  pledged its membership  interest in American  Racing as security on
the Note to Southern  Tier. On November 14, 2005,  the Company and Southern Tier
entered  into a Capital  Contribution  Agreement  pursuant to which both parties
acknowledged  that  Southern Tier had made capital  contributions  to TDR in the
amount of  $4,337,147.76  and the  Company  had made  capital  contributions  of
$2,638,466.85, totaling capital contributions of $6,975,614.61. The parties also
acknowledged  that  TrackPower and Southern Tier II, LLC  ("Southern  Tier II"),
pursuant to the American Racing Operating  Agreement,  each would received a 25%
membership  interest in American Racing and both TrackPower and Southern Tier II
would receive credit for capital  contributions in the amount of  $3,487,807.30.
As the Company had only made contributions of $2,638,466.85, but received credit
for  $3,487,807.30,  TrackPower  agreed  to  issue  the Note to  Southern  Tier,
representing the difference in these two amounts.

Forward-Looking Statements

Certain  information   included  in  this  Form  8-K  contains   forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
These  statements can be identified by the fact that they do not relate strictly
to  historical  or current  facts.  Statements  that  include  the words  "may,"
"could,"  "should,"  "would,"  "believe,"  "expect,"  "anticipate,"  "estimate,"
"intend," "plan," or other words or expressions of similar meaning, may identify
forward-looking  statements.  We have based these forward-looking  statements on
our current  expectations  about  future  events.  Although we believe  that the
assumptions underlying these forward-looking  statements are reasonable,  any or
all of the forward-looking  statements in this report may prove to be incorrect.
This may occur as a result of  inaccurate  assumptions  or as a  consequence  of
known or  unknown  risks and  uncertainties.  Consequently,  actual  events  and
results  may  differ  materially  from  those  that  might be  anticipated  from
forward-looking  statements.  In light of these  and  other  uncertainties,  you
should not regard the inclusion of a forward-looking statement in this report or
other public  communications  that we might make as a representation  by us that
our plans and  objectives  will be  achieved,  and you  should  not place  undue
reliance on such  forward-looking  statements.  We  undertake no  obligation  to
publicly update or revise any forward-looking statements, whether as a result of
new  information,  future events or otherwise.  Any further  disclosures made on
related subjects in the Company's  subsequent  reports filed with the Securities
and Exchange Commission should be consulted.

Item 9.01.    Financial Statements and Exhibits.

              (d) Exhibits

              Exhibit No.   Description
              -----------   -----------

              10.1          Operating   Agreement   of   American   Racing   and
                            Entertainment,  LLC between the Registrant, Southern
                            Tier  Acquisition  II, LLC and Nevada  Gold NY, Inc.
                            dated November 8, 2005.

              10.2          Contribution   Agreement   between  the  Registrant,
                            Southern Tier Acquisition,  LLC, American Racing and
                            Entertainment, LLC and Nevada Gold and Casinos, Inc.
                            dated November 8, 2005.

                                      -3-
10.3          Promissory  Note  issued by  Registrant  to Southern
                            Tier Acquisitions, LLC dated November 15, 2005.

              10.4          Pledge and Security Agreement between the Registrant
                            and Southern Tier  Acquisitions,  LLC dated November
                            15, 2005.

              10.5          Capital    Contribution    Agreement   between   the
                            Registrant and Southern Tier Acquisitions, LLC dated
                            November 14, 2005.

                                      -4-
SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,
Trackpower,  Inc.  has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:    January 5, 2005

                                        TRACKPOWER, INC.

                                        By: /s/ Gary N. Hokkanen
                                            ------------------------------------
                                            Name:  Gary N. Hokkanen
                                            Title: Chief Financial Officer

                                      -5-
INDEX OF EXHIBITS

         Exhibit No.        Description
         -----------        -----------

         10.1               Operating   Agreement   of   American   Racing   and
                            Entertainment,  LLC between the Registrant, Southern
                            Tier  Acquisition  II, LLC and Nevada  Gold NY, Inc.
                            dated November 8, 2005.

         10.2               Contribution   Agreement   between  the  Registrant,
                            Southern Tier Acquisition,  LLC, American Racing and
                            Entertainment, LLC and Nevada Gold and Casinos, Inc.
                            dated November 8, 2005.

         10.3               Promissory  Note  issued by  Registrant  to Southern
                            Tier Acquisitions, LLC dated November 15, 2005.

         10.4               Pledge and Security Agreement between the Registrant
                            and Southern Tier  Acquisitions,  LLC dated November
                            15, 2005.

         10.5               Capital    Contribution    Agreement   between   the
                            Registrant and Southern Tier Acquisitions, LLC dated
                            November 14, 2005.

                                      -6-