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): October 12, 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 executive offices)                          (Zip code)


       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 October 14, 2005, TrackPower, Inc. (the "Registrant" or the Company) entered
into an Asset Purchase Agreement (the "Agreement") with Asolare II, LLC, a New
York Limited Liability Company, ("Asolare") whereby the Company purchased
substantially all of the assets of Tioga Downs Racetrack ("Tioga Downs") located
in the Town of Nichols, County of Tioga, New York for the purchase price $3
million paid through the issuance of the Company's Series A Cumulative Preferred
Stock (the "Preferred Stock").

Two members of the Board of Directors, Messrs. Simmonds and Adelberg, are
members of Asolare, and therefore pursuant to the Wyoming Business Corporation
Act, could not vote as a member of the Company's Board of Directors when the
Board considered the purchase of Tioga Downs by the Company. The two remaining
disinterested directors, Messrs. Tracy and Ahearn, engaged Growthink Securities
Inc. to provide the Board of Directors a fairness opinion, prior to the Board's
consideration of this purchase of Tioga Downs, that the consideration paid by
the Company to Asolare was fair from a financial point of view. After due
consideration, on October 14, 2005, the two disinterested members of the Board
of Directors voted to authorize the management of the Company to consummate the
proposed purchase of Tioga Downs from Asolare.

Under the Wyoming Business Corporation Act, the Board of Directors is not
required to seek shareholder approval of the Tioga Downs purchase. Previously,
the Company announced that it intended to seek approval from its shareholders at
the next Annual Meeting of Shareholders that was anticipated to be held in late
2005. However, due to the urgent need for the Company to consummate the
anticipated transaction with Nevada Gold & Casinos Inc., (previously reported in
the Company's Current Report on Form 8-K dated August 24, 2005 and September 9,
2005), the Board of Directors decided to dispense with the approval by
shareholders of the Tioga Downs purchase.

Tioga Downs was previously contributed to Tioga Downs Racetrack, LLC an entity
in which the Company is a 50% member. The other 50% member is Southern Tier
Acquisitions, LLC an entity solely owned by Jeffery Gural. The Company and Mr.
Gural have announced their intention to contribute their interests in Tioga
Downs to a new entity called American Racing and Entertainment, LLC in which
Nevada Gold & Casinos, Inc., Mr. Gural and the Company would hold a 50%, 25% and
25% membership interest in, respectively. The Company's ability to participate
in these transactions was contingent upon the quick approval of the Agreement
and the purchase of Tioga Downs by the Company.

Pursuant to the Agreement, the material terms of the Preferred Stock are as
follows:

       Designation:                Series A 8% Convertible Cumulative Preferred
                                   Stock
       Amount:                     $3 million,
       Number of Shares:           1,000
       Initial Value:              $3,000/share

       Term:                       5 years
       Dividends:                  8% of Initial Value payable  semi-annually
                                   in cash, cumulative
       Redemption:                 Redeemable  at anytime for Initial  Value,
                                   plus accrued and unpaid dividends.
       Voting Rights:              None
       Seniority:                  Senior to all previously issued and future
                                   securities
       Liquidation Preference  :   Upon occurrence of a liquidation,
                                   dissolution, or winding up of the Company,
                                   whether voluntary or
                                   involuntary, 125% of Initial Value.
       Conversion:                 $.03 conversion rate, (i.e. 1 share of
                                   Preferred Stock with an Initial Value of
                                   $3,000 will convert into 100,000 shares of
                                   the Company's Common Stock).
       Anti-Dilution Protectionor
       Price Protection:           None


                                       2
<PAGE>

ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

On October 12, 2005, the Company's Board of Directors filled a vacancy on the
Board of Directors by electing James F. Ahearn as a director of the Company to
serve until the next Annual Meeting of Shareholders. With Mr. Ahearn's election
to the Board of Directors, the Board is now comprised of four directors, the
other three directors being John G. Simmonds (Chairman of the Board), Kenneth J.
Adelberg and Edward M. Tracy (President and Chief Executive Officer of the
Company).

Mr. Ahearn is a veteran of over twenty five years with the Federal Bureau of
Investigation, the last 17 years of which were in top executive capacities
heading various field divisions throughout the United States. While serving in
these positions he performed many international liaison duties, interfacing with
leading figures of foreign governments. He was the recipient of numerous
commendations and awards during his tenure, including selection by the agency's
Director as "Distinguished Executive of the Year" in 1992.

Following early retirement from the Bureau in 1994 Mr. Ahearn entered the
private sector by accepting a position as Chief Operating Officer for Capital
Gaming, Inc. He was called upon to completely re-vamp a newly acquired
subsidiary specializing in Indian gaming, while at the same time overseeing the
construction of several casinos on tribal lands located in various parts of the
Western United States. After successfully completing the construction phase, Mr.
Ahearn supervised the daily operations of all the properties.

After five years of leading the subsidiary, Mr. Ahearn left to form a management
consulting firm, Corporate Integrity Services, Inc. in Scottsdale, Arizona which
performed a variety of services for the business community, particularly in
gaming and related matters. He led teams of consultants in conducting
operational reviews of casinos, and other enterprises, evaluating effectiveness
of internal control policies and procedures. In addition, the company was called
upon to conduct reviews of security operations for large utility companies,
high-end resorts and select individual clients.

In 2003, Mr. Ahearn, together with four partners, established Worldwide
Hospitality Management and Marketing, Inc., (a private entity) whose aim is to
take advantage of the newly acquired disposable wealth of the emerging Chinese
upper middle class. Working with Chinese joint venture partners the company
plans to build a series of fine dining clubs throughout China, and beyond, with
the extra added attraction of Las Vegas style entertainment present in each
venue. Mr. Ahearn is currently Chairman and Chief Executive Officer of the
company.


                                       3
<PAGE>

Mr. Ahearn is a graduate of St. John's University, Queens, N.Y. with a degree in
Management/Marketing. He is also a graduate of the University of Nevada, Reno,
Institute for the Study of Gambling and Commercial Gaming, a Masters level
program in gaming and hospitality issues. In 1992 he graduated from the National
Executive Institute, Washington, D.C., and has completed Dr. W. Edwards Deming's
course "How to Manage Successfully Today and Tomorrow".

In addition to currently serving as Chairman of Worldwide Hospitality Management
and Marketing, Inc. Mr. Ahearn is a past Chairman of the FBI Citizens Academy
Foundation.


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              Asset Purchase Agreement between the Registrant
                              and Asolare II, LLC dated October 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:    October 18, 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              Asset Purchase Agreement between the Registrant
                              and Asolare II, LLC dated October 14, 2005.


                                       6
{"company-data": {"conformed-name": "TRACKPOWER INC", "cik": "0000819927", "assigned-sic": "4832", "irs-number": "133411167", "state-of-incorporation": "WY", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28506", "film-number": "051143182"}, "business-address": {"street1": "745 FIFTH AVENUE", "street2": "SUITE 900", "city": "NEW YORK", "state": "NY", "zip": "10151", "phone": "9058379909"}, "mail-address": {"street1": "745 FIFTH AVENUE", "street2": "SUITE 900", "city": "NEW YORK", "state": "NY", "zip": "10151"}, "former-company": [{"former-conformed-name": "AMERICAN DIGITAL COMMUNICATIONS INC", "date-changed": "19940309"}, {"former-conformed-name": "MONT ROUGE RESOURCES INC", "date-changed": "19940309"}]}
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): October 12, 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 executive offices)                          (Zip code)

       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 October 14, 2005, TrackPower, Inc. (the "Registrant" or the Company) entered
into an Asset Purchase Agreement (the "Agreement") with Asolare II, LLC, a New
York Limited Liability Company, ("Asolare") whereby the Company purchased
substantially all of the assets of Tioga Downs Racetrack ("Tioga Downs") located
in the Town of Nichols, County of Tioga, New York for the purchase price $3
million paid through the issuance of the Company's Series A Cumulative Preferred
Stock (the "Preferred Stock").

Two members of the Board of Directors, Messrs. Simmonds and Adelberg, are
members of Asolare, and therefore pursuant to the Wyoming Business Corporation
Act, could not vote as a member of the Company's Board of Directors when the
Board considered the purchase of Tioga Downs by the Company. The two remaining
disinterested directors, Messrs. Tracy and Ahearn, engaged Growthink Securities
Inc. to provide the Board of Directors a fairness opinion, prior to the Board's
consideration of this purchase of Tioga Downs, that the consideration paid by
the Company to Asolare was fair from a financial point of view. After due
consideration, on October 14, 2005, the two disinterested members of the Board
of Directors voted to authorize the management of the Company to consummate the
proposed purchase of Tioga Downs from Asolare.

Under the Wyoming Business Corporation Act, the Board of Directors is not
required to seek shareholder approval of the Tioga Downs purchase. Previously,
the Company announced that it intended to seek approval from its shareholders at
the next Annual Meeting of Shareholders that was anticipated to be held in late
2005. However, due to the urgent need for the Company to consummate the
anticipated transaction with Nevada Gold & Casinos Inc., (previously reported in
the Company's Current Report on Form 8-K dated August 24, 2005 and September 9,
2005), the Board of Directors decided to dispense with the approval by
shareholders of the Tioga Downs purchase.

Tioga Downs was previously contributed to Tioga Downs Racetrack, LLC an entity
in which the Company is a 50% member. The other 50% member is Southern Tier
Acquisitions, LLC an entity solely owned by Jeffery Gural. The Company and Mr.
Gural have announced their intention to contribute their interests in Tioga
Downs to a new entity called American Racing and Entertainment, LLC in which
Nevada Gold & Casinos, Inc., Mr. Gural and the Company would hold a 50%, 25% and
25% membership interest in, respectively. The Company's ability to participate
in these transactions was contingent upon the quick approval of the Agreement
and the purchase of Tioga Downs by the Company.

Pursuant to the Agreement, the material terms of the Preferred Stock are as
follows:

       Designation:                Series A 8% Convertible Cumulative Preferred
                                   Stock
       Amount:                     $3 million,
       Number of Shares:           1,000
       Initial Value:              $3,000/share

       Term:                       5 years
       Dividends:                  8% of Initial Value payable  semi-annually
                                   in cash, cumulative
       Redemption:                 Redeemable  at anytime for Initial  Value,
                                   plus accrued and unpaid dividends.
       Voting Rights:              None
       Seniority:                  Senior to all previously issued and future
                                   securities
       Liquidation Preference  :   Upon occurrence of a liquidation,
                                   dissolution, or winding up of the Company,
                                   whether voluntary or
                                   involuntary, 125% of Initial Value.
       Conversion:                 $.03 conversion rate, (i.e. 1 share of
                                   Preferred Stock with an Initial Value of
                                   $3,000 will convert into 100,000 shares of
                                   the Company's Common Stock).
       Anti-Dilution Protectionor
       Price Protection:           None

                                       2
ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

On October 12, 2005, the Company's Board of Directors filled a vacancy on the
Board of Directors by electing James F. Ahearn as a director of the Company to
serve until the next Annual Meeting of Shareholders. With Mr. Ahearn's election
to the Board of Directors, the Board is now comprised of four directors, the
other three directors being John G. Simmonds (Chairman of the Board), Kenneth J.
Adelberg and Edward M. Tracy (President and Chief Executive Officer of the
Company).

Mr. Ahearn is a veteran of over twenty five years with the Federal Bureau of
Investigation, the last 17 years of which were in top executive capacities
heading various field divisions throughout the United States. While serving in
these positions he performed many international liaison duties, interfacing with
leading figures of foreign governments. He was the recipient of numerous
commendations and awards during his tenure, including selection by the agency's
Director as "Distinguished Executive of the Year" in 1992.

Following early retirement from the Bureau in 1994 Mr. Ahearn entered the
private sector by accepting a position as Chief Operating Officer for Capital
Gaming, Inc. He was called upon to completely re-vamp a newly acquired
subsidiary specializing in Indian gaming, while at the same time overseeing the
construction of several casinos on tribal lands located in various parts of the
Western United States. After successfully completing the construction phase, Mr.
Ahearn supervised the daily operations of all the properties.

After five years of leading the subsidiary, Mr. Ahearn left to form a management
consulting firm, Corporate Integrity Services, Inc. in Scottsdale, Arizona which
performed a variety of services for the business community, particularly in
gaming and related matters. He led teams of consultants in conducting
operational reviews of casinos, and other enterprises, evaluating effectiveness
of internal control policies and procedures. In addition, the company was called
upon to conduct reviews of security operations for large utility companies,
high-end resorts and select individual clients.

In 2003, Mr. Ahearn, together with four partners, established Worldwide
Hospitality Management and Marketing, Inc., (a private entity) whose aim is to
take advantage of the newly acquired disposable wealth of the emerging Chinese
upper middle class. Working with Chinese joint venture partners the company
plans to build a series of fine dining clubs throughout China, and beyond, with
the extra added attraction of Las Vegas style entertainment present in each
venue. Mr. Ahearn is currently Chairman and Chief Executive Officer of the
company.

                                       3
Mr. Ahearn is a graduate of St. John's University, Queens, N.Y. with a degree in
Management/Marketing. He is also a graduate of the University of Nevada, Reno,
Institute for the Study of Gambling and Commercial Gaming, a Masters level
program in gaming and hospitality issues. In 1992 he graduated from the National
Executive Institute, Washington, D.C., and has completed Dr. W. Edwards Deming's
course "How to Manage Successfully Today and Tomorrow".

In addition to currently serving as Chairman of Worldwide Hospitality Management
and Marketing, Inc. Mr. Ahearn is a past Chairman of the FBI Citizens Academy
Foundation.

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              Asset Purchase Agreement between the Registrant
                              and Asolare II, LLC dated October 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:    October 18, 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              Asset Purchase Agreement between the Registrant
                              and Asolare II, LLC dated October 14, 2005.

                                       6