SCHEDULE 14C

INFORMATION REQUIRED IN INFORMATION STATEMENT

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Check the appropriate box:

þ		Preliminary Information Statement		o		Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
o		Definitive Information Statement

BOUNDLESS MOTOR SPORTS RACING, INC .

Payment of Filing Fee (Check the appropriate box):

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

BOUNDLESS MOTOR SPORTS RACING, INC.

                    __, 2005

Dear Shareholder:

     Notice is hereby given that a Special Meeting in Lieu of the Annual Meeting of Shareholders (the “Meeting”) of Boundless Motor Sports Racing, Inc., a Colorado corporation (the “Company”), will be held at the Company’s corporate headquarters, located at 2500 S. McGee Drive, Suite 147, Norman, Oklahoma, on ______ __, 2005, at 10:00 a.m., local time, or at such other times and places to which the Meeting may be adjourned. The attached Notice of Annual Meeting and Information Statement fully describe the formal business to be transacted at the Meeting, which includes the election of 3 members of the Board of Directors, the approval of the reincorporation of the Company as a Delaware corporation under the name “Dirt Motor Sports, Inc.”, the approval of the Company’s 2004 Long Term Incentive Plan, and such other matters that shall properly come before the Meeting or any adjournments thereof. We have enclosed a copy of the Company’s Annual Report for the fiscal year ended September 30, 2004.

     Certain of the Company’s Directors and officers will be present to help host the Meeting and to respond to any questions that our shareholders may have. I hope that you will be able to attend.

     Thank you for your support.

BOUNDLESS MOTOR SPORTS RACING, INC.

NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS

     NOTICE IS HEREBY GIVEN that a Special Meeting in Lieu of the Annual Meeting of Shareholders (the “Meeting”) of Boundless Motor Sports Racing, Inc., a Colorado corporation (the “Company”), will be held at the Company’s corporate headquarters, located at 2500 S. McGee Drive, Suite 147, Norman, Oklahoma, on ______ __, 2005, at 10:00 a.m., local time, or at such other times and places to which the Meeting may be adjourned.

The Meeting is for the following purposes:

     The close of business on ______ __, 2005, has been fixed as the record date for determining shareholders entitled to notice of and to vote at the Meeting or any adjournments thereof. For a period of at least 10 days prior to the Meeting, a complete list of shareholders entitled to vote at the Meeting will be open to the examination of any shareholder during ordinary business hours at the principal executive offices of the Company at 2500 McGee Street, Suite 147, Norman, Oklahoma.

     WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

     Information concerning the matters to be acted upon at the Meeting is set forth in the accompanying Information Statement.

Norman, Oklahoma
June ___, 2005

BOUNDLESS MOTOR SPORTS RACING, INC.

INFORMATION STATEMENT
FOR
SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ______ ___, 2005

     This Information Statement is being first mailed on June ___, 2005, to shareholders of Boundless Motor Sports Racing, Inc., a Colorado corporation (the “Company”), by the Board of Directors for use at the Special Meeting in Lieu of the Annual Meeting of Shareholders (the “Meeting”) to be held at the Company’s corporate headquarters, located at 2500 S. McGee Drive, Suite 147, Norman, Oklahoma, on ______ __, 2005, at 10:00 a.m., local time, or at such other times and places to which the Meeting may be adjourned (the “Meeting Date”).

     The Special Meeting has been called by Mr. Paul Kruger, the Company’s Chairman of the Board, for the purpose of considering and acting upon (i) the election of 3 members of the Board of Directors for the term of office stated in this Information Statement (the “Election”); (ii) the Agreement and Plan of Merger between the Company and a wholly-owned subsidiary (the “Merger Agreement”) pursuant to which the Company will be reincorporated as a Delaware corporation under the name “Dirt Motor Sports, Inc.” (the “Reincorporation”); (iii) the Company’s 2004 Long Term Incentive Plan (the “Plan”), and (iv) such other matters as may properly come before the Meeting or any adjournments thereof. A representative from Murrell, Hall, McIntosh & Co., PLLP, our independent public accountants, will be present at the Meeting and will have the opportunity to make a statement if they desire to do so and to answer any appropriate questions from shareholders.

RECORD DATE

     The record date for determining the shareholders entitled to vote at the Meeting was the close of business on                      ___, 2005 (the “Record Date”), at which time the Company had issued and outstanding                     , shares of Common Stock, par value $.0001 per share (“Common Stock”), 6,882.812 shares of Series B Convertible Preferred Stock, par value $.01 per share (“Series B Preferred Stock”) and 2,500 shares of Series C Convertible Preferred Stock, par value $.01 per share (“Series C Preferred Stock”). The shares of Common Stock, Series B Preferred Stock and Series C Preferred Stock constitute the only outstanding voting securities of the Company entitled to be voted at the Meeting.

SUMMARY TERM SHEET — REINCORPORATION

     This summary term sheet relates to the Reincorporation discussed in more detail below under the section entitled “Proposal II – Reincorporation.” Neither this summary nor the discussion under Proposal II below contains all of the information that is important to you. You should carefully read the entire Information Statement and the proposed Merger Agreement between the Company and Dirt Motor Sports, Inc., a Delaware corporation and wholly owned

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subsidiary of the Company (“Dirt Motor Sports”), to fully understand the Reincorporation. The proposed Agreement and Plan of Merger is attached to this Information Statement as Exhibit A. We encourage you to read the Merger Agreement, as it is the legal document that governs the Reincorporation. A more detailed discussion of the summary terms set forth below is included in this Information Statement under Proposal II (See p. ___ of this Information Statement).

Proposed Reincorporation

     Shareholder Vote. You are being asked to vote to approve the proposed Merger Agreement whereby we will merge with Dirt Motor Sports and become a Delaware corporation. Your rights as a shareholder of Dirt Motor Sports will remain substantially the same as your current rights as a holder of our Common Stock (See p. ___of this Information Statement).

     The Acquiror. Dirt Motor Sports was formed on June 7, 2005, as a wholly owned subsidiary of the Company, specifically for the purpose of the Reincorporation.

     Consideration for our Shareholders. Holders of our Common Stock will receive one share of common stock of Dirt Motor Sports for each share of Common Stock they hold at the time of the Reincorporation. Any options to purchase shares of Common Stock that are outstanding immediately prior to the Reincorporation will be converted into options to purchase shares of Dirt Motor Sports common stock at the time of the Reincorporation (See p. ___of this Information Statement). Holders of our Series B Preferred Stock will receive one share of series B preferred stock of Dirt Motor Sports for each share of Series B Preferred they hold at the time of the Reincorporation. Holders of our Series C Preferred Stock will receive one share of series C preferred stock of Dirt Motor Sports for each share of Series C Preferred they hold at the time of the Reincorporation.

     Management of Dirt Motor Sports after the Reincorporation. All of our officers and newly elected directors will become officers and directors of Dirt Motor Sports after the Reincorporation.

Conditions To Completing the Reincorporation

     The completion of the Reincorporation depends on obtaining the approval of the Merger Agreement by our shareholders (See p. ___of this Information Statement).

Shareholders’ Voting

     We have been advised that shareholders owning an aggregate of at least ___shares of Common Stock (constituting approximately ___% of the issued and outstanding shares of Common Stock as of ______ __, 2005) and all shares of Series B Preferred Stock and Series C Preferred Stock intend to vote FOR the Merger Agreement, thereby assuring the approval of the Merger Agreement.

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TABLE OF CONTENTS

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QUORUM AND VOTING

     In an election of directors, that number of candidates equaling the number of directors to be elected having the highest number of votes cast in favor of their election, are elected to the Board of Directors of the Company (the “Board of Directors”), provided a quorum is present. Votes may be cast or withheld with respect to the Proposal to elect 3 members of the Board of Directors for terms expiring at the Company’s Annual Meeting of Shareholders in 2006. Votes that are withheld will be counted toward a quorum, but will be excluded entirely from the tabulation for such Proposal and, therefore, will not affect the outcome of the vote on such Proposal.

     Approval of the Merger Agreement requires the affirmative vote of a majority of all votes entitled to vote on such Proposal. Abstentions will be counted toward a quorum, but will counted as a vote against such Proposal.

     Approval of the 2004 Long Term Incentive Plan requires the affirmative vote of a majority of all votes entitled to vote on such Proposal. Abstentions will be counted toward a quorum, but will counted as a vote against such Proposal.

     Record holders of shares of our Common Stock may cast one vote for each director nominated for office and one vote for each other Proposal for each share held of record at the close of business on ______ __, 2005. Our Series B Preferred Stock and Series C Preferred Stock each vote separately as a class with respect to Proposal II and do not carry voting rights with respect to Proposal I and Proposal III.

     WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. WE HAVE BEEN ADVISED THAT SHAREHOLDERS OWNING AN AGGREGATE OF AT LEAST ___SHARES OF COMMON STOCK (CONSTITUTING APPROXIMATELY ___% OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY AS OF ______ __, 2005) AND ALL SHARES OF SERIES B PREFERRED STOCK AND OF SERIES C PREFERRED STOCK INTEND TO VOTE IN FAVOR OF ALL MATTERS TO BE ACTED UPON AT THE MEETING FOR WHICH THEY ARE ENTITLED TO VOTE, THEREBY ASSURING THEIR ADOPTION.

DISSENTER’S RIGHTS

     Under Colorado law, our shareholders are not entitled to dissenter’s rights with respect to the Proposals set forth in this Information Statement or to demand appraisal of their shares as a result of the approval of any of the Proposals.

PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP

     The following table sets forth, as of ______ __, 2005, certain information with respect to the beneficial ownership of our common stock by (i) each of our directors and executive officers, (ii) each person known to us to be the beneficial owner of five percent or more of the outstanding shares of our common stock, and (iii) all of our directors and executive officers as a group. Unless otherwise indicated, the person or entity listed in the table is the beneficial owner

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of, and has sole voting and investment power with respect to, the shares indicated.

PROPOSAL I — ELECTION OF DIRECTORS

     The current Board of Directors has fixed the number of authorized directors at 3. Thus, there are 3 directors to be elected for terms expiring at the Company’s Annual Meeting of Shareholders in 2006 or until their successors have been elected and qualified. It is intended that the names of the persons indicated in the following table will be placed in nomination. Each of the nominees has indicated his willingness to serve as a member of the Board of Directors if elected; however, if any nominee becomes unavailable for election to the Board of Directors for any reason not presently known or contemplated, a substitute may be nominated and elected.

     Immediately following the Meeting, the Board of Directors intends to hold its annual meeting, at which time they intend to increase the size of the Board of Directors to seven, and elect Perry T. Massie, Steve Owens, Barry Switzer and Kevin Donovan to fill the vacancies created by such increase. Upon election to the Board of Directors, the above four persons would serve as directors until the Company’s Annual Meeting of Shareholders in 2006 or until their successors have been elected and qualified.

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Code of Ethics

     The Company maintains policies and procedures that represent both the code of ethics for the principal executive officer, principal financial officer, and principal accounting officer under SEC rules. The code applies to all directors, officers, and employees. The code is attached as Appendix A to this Information Statement. The Code is also posted on our internet website and is available free of charge on request to the Secretary at the Company’s address. Any amendment of the Code will be promptly posted on our website at http://www.dirtmotorsports.com.

     A committee of the Board of Directors will review any issues under the code involving an executive officer or director and will report its findings to the Board. We do not envision that any waivers of the code will be granted, but should a waiver occur for an executive officer or director, it will also be promptly disclosed on our internet site.

Directors, Executive Officers and Control Persons

     The following sets forth information about the nominees for election at the Meeting and each of the directors whose term of office will continue after the Meeting:

     Paul A. Kruger, Chairman of the Board, Chief Executive Officer and President. Mr. Kruger joined the Company as the Chairman of the Board and Chief Executive Officer in January 2003 with the acquisitions of Boundless Motor Sports Racing and GPX Partners, and in March 2004, also became the Company’s President. From July 1999 to January 2003, Mr. Kruger was the Chairman and Chief Executive Officer of PalWeb Corporation, a publicly-traded Company in the manufacturing business. Mr. Kruger also served as the President of PalWeb from January 2000 to January 2003. From December 2000 until July 2002, Mr. Kruger also served as the Chairman of the Board of Directors and the Chief Executive Officer of Precis, Inc., a company engaged in the healthcare services program membership business. Mr. Kruger served as Chief Executive Officer and a director of Foresight, Inc. from February 1999 to December 2000, when Foresight was acquired by a subsidiary of Precis. In 1980, M. Kruger co-founded MCM Group, Ltd., which owned and operated a financial services marketing company, United Bank Club Association, Inc. He served as its President and CEO until February 1996, when United Bank Club was sold to a subsidiary of Cendant Corp. Mr. Kruger received his B.B.A. in accounting from Cameron University in 1975 and earned a J.D. from Oklahoma City University in 1980.

     Daniel W. Rumsey. Mr. Rumsey has an extensive legal and finance background, dating back to 1987 when he served as a staff attorney in the U.S. Securities and Exchange Commission’s Division of Corporation Finance. He has also served as assistant general counsel

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for Terra Industries, Inc., a company engaged in the production and marketing of nitrogen products for agricultural and industrial markets, and associate general counsel and corporate secretary of EchoStar Communications Corporation, a company engaged in direct broadcast satellite subscription television services. Mr. Rumsey is currently chief restructuring officer of P-Com, Inc., a company engaged in the manufacture and marketing of microwave radios for telecommunications networks. Prior to joining P-Com, Mr. Rumsey was vice president and general counsel of Knowledge Kids Network, Inc., a multi-media company. Prior to joining Knowledge Kids Network, Inc., Mr. Rumsey was the president and general counsel of Aspen Learning Systems and NextSchool, Inc., which he joined in February 1997. Mr. Rumsey sold Aspen Learning Systems and NextSchool to Knowledge Kids Network in 1999. Mr. Rumsey currently serves as the chairman of the board of directors of Prescient Applied Intelligence, Inc. Mr. Rumsey received his J.D. from the University of Denver College of Law in 1985, and his B.S. from the University of Denver in 1983.

     Lyle W. Miller. Mr. Miller is a founding Director and Vice Chairman, Member of the Executive Committee of Capitol Bancorp Limited, a publicly traded bank holding company (NASDAQ: CBCL). Mr. Miller is also a member of the Board of Directors for AMERA Mortgage Corporation and Ingham Regional Healthcare Foundation. Additionally, Mr Miller is currently President and Owner of L.W. Miller Holding Company; President and Shareholder of Northern Leasing & Sales, Inc., and Northern Connections, Inc., each a privately-held company engaged in the real estate business; a partner of MahMill Acres, a privately-held real estate development partnership; and President and Shareholder of Landings’ Restaurant in Charlevoix, MI. From 1985 — 1996 Lyle served as Executive Vice President and Director of United Bank Club Association, Inc. (UBCA) a financial enhancement services company. Mr. Miller served as a Director on the Board for Precis, Inc. (NASDAQ: PCIS from 2000 — 2001), a publicly-traded healthcare membership company; and as Executive Vice President and Director of the Board for PalWeb Corporation ((OTCBB: PLWB from 1998 — 2001), a publicly-traded industrial manufacturer. Mr. Miller earned a Bachelor of Business Administration degree from Michigan State University pursued a Masters in Finance from Central Michigan University.

     The following sets forth information about the persons that the Board of Directors of the Company intends to elect as directors at the annual meeting of the Board of Directors of the Company immediately following the Meeting:

     Perry T. Massie. Mr. Massie has served as Chief Executive Officer of Outdoor Channel Holdings, Inc. since 1986, and has served as President and Chairman of the Board of Outdoor Channel Holdings since 1994. From 1986 until 1996, Mr. Massie served as Chief Financial Officer of Outdoor Channel Holdings. He has been the Managing Editor of the “Gold Prospector and Treasure Hunters in the Great Outdoors” magazine since 1988. Mr. Massie has served as Co-President of The Outdoor Channel, Inc. since 1998 and Chairman of the Board of The Outdoor

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Channel since 1994. Mr. Massie earned a Bachelor of Science degree in Mining Engineering from the University of Alaska, Fairbanks.

     Steve Owens. Mr. Owens is the Chief Executive Officer of Steve Owens Associates and President of Owens-Powell & Associates, both of which offer full range of insurance and service related products. Mr. Owens is also CEO of FORESIGHT, Inc. Mr. Owens is on the Board of Directors of Arvest Bank in Norman, Oklahoma, the Jim Thorpe Foundation, the Oklahoma Sports Hall of Fame, and the Heisman Foundation. Mr. Owens served as Athletic Director at the University of Oklahoma from September 1996 until his resignation in March 1998. Mr. Owens won the Heisman Trophy, awarded annually to the nation’s most outstanding college football player,while playing football for the University of Oklahoma. Mr. Owens played football in the National Football League with the Detroit Lions for six years before retiring from football.

     Barry Switzer. Mr. Switzer is a former head football coach for University of Oklahoma (1973-1989) and the Dallas Cowboys (1994-1996). Mr. Switzer has one of the highest winning percentages in college football history and is one of only two head coaches to win both a college football national championship and a Super Bowl. Mr. Switzer was inducted as a member of the College Football Hall of Fame in 2002. Mr. Switzer lettered in football at the University of Arkansas and served in the United States Army before beginning his coaching career.

     Kevin Donovan. Mr. Donovan currently serves as the President of Bluetorch On-Line Games, Inc. (dba Planetwide Games). In addition to Planetwide Games, Mr. Donovan is also the founder and principal of U4oria Discovery, Inc. a strategic marketing and business development firm specializing in sports and entertainment and food service market sectors. Through U4oria Mr. Donovan currently serves as the strategic advisor to the co-founder and President of Subway Restaurants, and New Business Development Consultant for Subway. Additionally, Mr. Donovan was VP-Managing Director of Marketing Headquarters (MHQ), the promotional and marketing arm of publicly traded Fotoball USA, Inc. Prior to MHQ, Mr. Donovan was President, CEO of Smoothie King Franchises, Inc. Prior to Smoothie King, Mr. Donovan was the Director of Brand Image for the Salt Lake Organizing Committee for the Olympic Winter Games of 2002 and was responsible for the development of the overall brand, “Look and Feel” of the games presentation. Prior to the Salt Lake 2002 Olympic Committee, Mr. Donovan was SVP New Business, Sales and Marketing for the All-American SportPark, an original, live action participatory, 65-acre, $40M sports theme park located on the Strip in Las Vegas. Mr. Donovan was also SVP New Business Development for Saint Andrews Golf Corporation the publicly traded parent company of All-American SportPark. Responsibilities included original concept, design, development, sponsorship and event sales and marketing, new business licensing contracts with Major League Baseball, NASCAR, Callaway Golf, and other strategic sponsors and sublease partners including Sony, Sanyo, DirecTV, Pepsi-Cola, Jeff Gordon Motorsports, NAMCO, Delaware North Companies, Rockcreation and Field of Dreams.

     The Company has been advised that shareholders owning an aggregate of at least                                          shares of Common Stock (constituting approximately                     % of the issued and outstanding shares of Common Stock of the Company as of                      ___, 2005), thereby assuring their election to the Board of Directors.

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     The following table sets forth information about all executive officers of the Company.

     Paul A. Kruger, Chairman of the Board, Chief Executive Officer and President — Please see the above for biographical information for Mr. Kruger

     Bobby H. Hartslief, Vice President, Chief Operating Officer. Mr. Hartslief has been Chief Operating Officer and a director of the company since July 2003. Mr. Hartslief has been involved in the racing industry for 23 years. In 1980, Mr. Hartslief purchased the only internationally graded motor racing circuit in Africa, called Kyalami. Over the next five years he operated the circuit. Mr. Hartslief sold Kyalami in 1986 and moved to Monaco, where he managed the affairs of three-time world champion Nelson Piquet. Mr. Hartslief returned to South Africa in the early 1990’s and obtained financial backing from the State Government to build Phakisa, a new FIM/FIA standard International road circuit that included an American style oval in an economically depressed area of South Africa. Mr. Hartslief earned his Certificate of Commerce from the University of Watersrand of Johannesburg, South Africa in 1975.

     Brian M. Carter, Vice President, Chief Financial Officer. Mr. Carter has served as the Company’s Vice President and Chief Financial Officer since February 1, 2005. Prior to joining the Company he served as the Vice President and Chief Financial Officer of Prescient Applied Intelligence, Inc. f/k/a The viaLink Company (“Prescient”) and served on Prescient’s Board of Directors since his appointment on December 23, 2003. From November 2000 until January 2002 he was Prescient’s Vice President of Finance, and from June 1999 to November 2000 he was Controller of Prescient. From January 1991 through June 1999 he held various positions with Deloitte & Touche LLP, most recently as Senior Manager. Mr. Carter continues to serve as a member of the board of directors Prescient. Mr. Carter received his B.B.A. in finance and accounting from Texas A&M University in 1990.

     Joseph G. Dickey, Vice President, Chief Administrative Officer. Mr. Dickey has served as the Company’s Chief Administrative Officer since January 28, 2005. Prior to joining the Company, he served as a Special Agent with the Federal Bureau of Investigation (FBI). After graduating from the FBI Academy in 1997, Dickey was assigned to the Las Vegas Field Office of the FBI, where he investigated violations of federal criminal law. Mr. Dickey remained with the Las Vegas Field Office until his departure from the FBI in January 2005 to join the Company. Mr. Dickey received his B.A. in journalism and public relations from the University of Oklahoma in 1995.

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PROPOSAL II – REINCORPORATION

     The Reincorporation is proposed to be accomplished through a merger of the Company with a newly formed wholly-owned subsidiary, Dirt Motor Sports, Inc. At the effective time of the Reincorporation, each share of our Common Stock will be converted into one share of Dirt Motor Sports common stock, each share of our Series B Preferred Stock will be converted into one share of Dirt Motor Sports series B preferred stock, and each share of our Series C Preferred Stock will be converted into one share of Dirt Motor Sports series C preferred stock. Any options to purchase shares of our Common Stock that are outstanding immediately prior to the Reincorporation will be converted in to options to purchase shares of Dirt Motor Sports common stock at the time of the Reincorporation. All of our officers and directors will become officers and directors of Dirt Motor Sports after the Reincorporation.

     The Reincorporation is subject to approval of the proposed Merger Agreement by our shareholders at the Meeting. The following is a summary of certain material provisions that will be contained in the proposed Merger Agreement which would govern the terms of the Reincorporation, and is qualified in its entirety by the terms of the proposed Merger Agreement, a copy of which is attached as Exhibit A.

Effective Time of the Agreement

     The Reincorporation contemplated by the proposed Merger Agreement will take place as soon as practicable. See the proposed Merger Agreement for a description of the conditions that the parties must satisfy prior to the closing.

Representations and Warranties

     We intend to make no representations or warranties in connection with the Reincorporation.

Covenants

     We intend to make no covenants in connection with the Reincorporation.

Conditions Precedent

     Our obligations and Dirt Motor Sports’ obligations under the proposed Merger Agreement are subject, among other things, to the following:

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Contact Information

     Both the Company’s and Dirt Motor Sports’ principal executive offices are located at 2500 McGee Street, Suite 147, Norman, Oklahoma 73072, (405) 360-5047.

The Business of Dirt Motor Sports

     Dirt Motor Sports is a new corporation, formed by the Company for the specific purpose of conducting the Reincorporation. As such, Dirt Motor Sports has no prior business history.

Regulatory Approvals

     At any time before or after the completion of the Reincorporation, the Securities and Exchange Commission could seek to enjoin the Reincorporation or seek penalties or fines from the Company on grounds that the securities of the new company were issued to our shareholders in violation of federal securities laws. In addition, at any time before or after the completion of the Reincorporation, any state could take action under state securities laws that it deems necessary or desirable in the public interest. We believe that the issuance of stock in the new company will not violate any securities laws, that no federal or state regulatory requirements must be complied with and that no federal or state regulatory approval must be obtained in connection with the Reincorporation. However, we cannot assure you that there will be no challenge to the Reincorporation or if such a challenge is made, what the result will be.

Accounting Treatment of the Reincorporation

     The Reincorporation contemplates only a reincorporation of the Company in a new jurisdiction. As a result, the transactions under the proposed Merger Agreement are not deemed to be an acquisition for accounting purposes.

Dissenter’s Rights

     Under Colorado law, our shareholders are not entitled to dissenter’s rights with respect to the Reincorporation.

Dirt Motor Sports Common Stock

     Under Dirt Motor Sports’ Articles of Incorporation, Dirt Motor Sports is authorized to issue 100,000,000 shares of Common Stock par value $.0001 per share, and 10,000,000 shares of Preferred Stock, par value $.01 per share, of which 8,000 have been designated as series B preferred stock and 2,500 have been designated as series C preferred stock with rights and preferences identical to the rights and preferences of our Series B Preferred Stock and Series C Preferred Stock, respectively. As of June 7, 2005, there were 1000 shares of Dirt Motor Sports’ common stock issued and outstanding and held by us. After the Reincorporation, Shares of Dirt Motor Sports will continue to trade on the OTC-Bulletin Board. Holders of Dirt Motor Sports common stock may cast one vote for each of the directors nominated in the election of directors for each share held, and one vote for any other matter. Holders of Dirt Motor Sports common stock do not have any preemptive rights to acquire any additional securities issued by the Company, nor do they have cumulative voting rights. Under Dirt Motor Sports’ Certificate of

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Incorporation, so long as shares of its series B preferred stock or series C preferred stock are outstanding, Dirt Motor Sports may not pay any dividend on its common stock unless it has have first paid all accrued and unpaid dividends on the outstanding shares of series B preferred stock and series C preferred stock.

Comparison of Ownership of Our Common Stock and Dirt Motor Sports Common Stock

     At the effective time of the Reincorporation, our shareholders will become shareholders of Dirt Motor Sports. Accordingly, after the merger, the rights of our shareholders will cease to be governed by Colorado law applicable to corporations and our Articles of Incorporation and bylaws and will be governed by Delaware law applicable to corporations and Dirt Motor Sports’ Certificate of Incorporation and bylaws. The following summarizes some of the differences between the current rights of our shareholders and those of shareholders of Dirt Motor Sports following the merger.

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Shareholders’ Voting

     The Company has been advised that shareholders owning an aggregate of at least ___shares of Common Stock (constituting approximately ___% of the issued and outstanding shares of Common Stock of the Company as of _________ ___, 2005) and all shares of Series B Preferred Stock and Series C Preferred Stock intend to vote in favor of Proposal II, thereby assuring that the approval of the Reincorporation.

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PROPOSAL III — 2004 LONG TERM INCENTIVE PLAN

General Information

     The Company’s 2004 Long Term Incentive Plan (as amended) was adopted on July 30, 2004. An aggregate of 3,500,000 shares of Common Stock has been reserved for issuance upon the exercise of options and restricted stock awards granted under the Plan, subject to approval of the Plan by our shareholders. Options that are forfeited, terminated, expire unexercised, or exchanged for other options may be granted at a later date.

Purpose

     The purpose of the Plan is to advance the interests of the Company and its shareholders by providing a means to attract, retain, and reward Directors, executive officers, and other key employees and consultants of and service providers to the Company and its subsidiaries (including consultants and others providing services of substantial value) and to enable such persons to acquire or increase a proprietary interest in the Company, thereby promoting a closer identity of interests between such persons and the Company’s shareholders.

Stock Subject to the Plan

     Under the terms of the Plan, as amended, we may grant options, stock appreciation rights awards of shares of Common Stock containing certain restrictions, dividend equivalents or other stock based awards (collectively, “Plan Awards”) with respect to an aggregate of 3,500,000 shares of Common Stock.

Administration of the Plan

     The Compensation Committee shall administer the Plan. The Committee shall consist of at least two persons and all Committee members shall be “disinterested persons” within the meaning of Rule 16b-3 (or any successor rule or regulation) promulgated under the Exchange Act. The members of the Committee are appointed by and serve at the pleasure of the Board of Directors.

     The Committee has full authority, subject to the provisions of the Plan, to determine the employees to whom Plan Awards are to be granted, the number of shares of Common Stock represented by each Plan Award and the time or times at which Plan Award shall be granted. The Committee is also authorized to prescribe the terms, conditions and restrictions of each Plan Award and to amend the terms, conditions and restrictions of Plan Awards, subject to applicable legal restrictions and the consent of Plan Award recipient, and to take all other actions necessary or advisable for the administration of the Plan.

     Incentive stock options (“Incentive Options”) may be granted pursuant to the Plan. Such options are intended to be incentive stock options as determined in accordance with Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

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     The Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

Eligibility for Plan Awards

     Plan Awards may be granted to selected employees and consultants of the Company or our subsidiaries (the “Participants”) in consideration for services provided to us or our subsidiaries; provided, however, that no Incentive Option may be granted to any individual who is not an employee of the Company or one of its subsidiaries on the date of grant. During any calendar year, no Participant may be granted Plan Awards that may be settled by delivery of more than 400,000 shares of Common Stock, subject to adjustment upon certain corporate events described in the Plan.

Options under the Plan

     The exercise price for any Incentive Option granted under the Plan shall be not less than 100% of the fair market value per share on the date of grant of such Option. In the event that an Incentive Option is granted to any person who, at the time such Incentive Option is granted, owns more than ten percent of the total combined voting power of classes of the Company’s shares or of any of our subsidiaries (a “Ten Percent Stockholder”), then the exercise price of the shares shall be not less than 110% of the fair market value of the shares on the date the Incentive Option is granted. The exercise price under any nonstatutory option granted under the Plan shall be such amount as the Committee may deem appropriate. If there is a public market for the Common Stock and it is listed on a stock exchange, fair market value means the closing sales price of the Common Stock per share as reported in the Wall Street Journal as of the date of grant.

     Any Option granted under the Plan is exercisable at such times, under such conditions (including, without limitation, performance criteria with respect to the Company or the Participant), in such amounts and during such period or periods as the Committee determines on the date of the grant of such Option. Such Options, however, shall not be exercisable after the expiration of ten years from the date such Option is granted. In the case of an Incentive Option granted to a Ten Percent Stockholder, the Incentive Options shall not be exercisable after the expiration of five years from the date the Incentive Option is granted.

     Payment for the Common Stock acquired upon exercise of an Option shall be made in cash, by certified check or, if authorized by the Committee, by delivery of other shares of Common Stock having a fair market value on the date of delivery equal to the aggregate exercise price of the Shares as to which the Option is being exercised, or by any combination of such methods or by any other method of payment as may be permitted by applicable law.

     Incentive Stock Options that are granted to Participants under the Plan, which allow such Participants to purchase in excess of $100,000 (calculated as of the time the Option is granted) of Common Stock in any one calendar year under the Plan and all of the Company’s other plans, will be considered nonstatutory options that are not entitled to the favorable tax treatment provided under Section 422 of the Code.

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     The Committee may determine the time or times at which an Option may be exercised in whole or in part, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, including, without limitation, cash, shares of Common Stock, other Plan Awards or awards granted under other Company plans or other property (including notes or other contractual obligations of Participants to make payment on a deferred basis, such as through “cashless exercise” arrangements, to the extent permitted by applicable law), and the methods by which shares of Common Stock will be delivered or deemed to be delivered to Participants.

     In general, if an Optionee ceases to be an employee of the Company, he or she may exercise any Options during the three-month period (or such other period as may be specified by the Committee in an Award Agreement) following such termination of employment, but only to the extent such Option was exercisable immediately prior to such termination of employment.

Automatic Grant to Nonemployee Directors

     After approval of the Plan by our shareholders, upon initial election to the Board, each new Nonemployee Director (as defined in the Plan) will receive a nonqualified option to purchase 75,000 shares of our Common Stock, vesting in annual installments of 25,000 shares, over a three year period (but only if such Nonemployee Director is a Nonemployee Director at the time of vesting) (the “Initial Grant”). At the end of each three-year period following the date of the Initial Grant, a continuing Nonemployee Directors will receive an additional Nonqualified Stock Option to purchase 75,000 shares of Common Stock immediately upon re-election as a director of the Company. Each such additional option will also vest in annual installments of 25,000 shares over a three-year period (but only if such Nonemployee Director is a director of the Company at the time of vesting).

     The exercise price of options granted to Nonemployee Directors is equal to the fair market value of a share of our Common Stock on the date of the grant of the option. If a Nonemployee Director is not reelected, resigns, or is removed from our Board of Directors for any reason, then any unvested portion of the option terminates.

Other Plan Awards Under the Plan

     The Committee may grant other Plan Awards in the form of restricted or deferred Stock, stock appreciation rights, dividend equivalents or other stock based compensation under the Plan in accordance with the terms and conditions set forth in an agreement between the Company and the Participant. The terms, conditions and restrictions of such Plan Awards shall be determined by the Committee on the date of grant.

Capitalization Adjustments; Merger

     Subject to any required action by the Company’s shareholders, the number of shares of Common Stock covered by each outstanding Option (as well as the exercise price covered by any outstanding Option), and each other outstanding Plan Award granted (but still subject to restrictions) and the aggregate number of shares of Common Stock that have been authorized for issuance under the Plan shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a stock split, payment of a stock dividend with respect to

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the Common Stock or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan.

Term and Termination of the Plan

     The Plan will continue in effect for a term of ten years, unless sooner terminated. The Committee may terminate the Plan at any time in its sole discretion. No Plan Awards may be granted after the Plan is terminated. The termination of the Plan, or any amendment thereto, shall not affect any shares of Common Stock previously issued to a Participant, or any Plan Awards previously granted under the Plan to a Participant.

Restriction on Transfer and Sale of Plan Awards

Basic Restriction

     During the lifetime of a person to whom an incentive option has been granted under the Plan, such option may be exercised by the optionee only and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution.

Securities Act Rule 144

     Any person who is an “affiliate” of the Company, as defined in Rule 144 under the Securities Act, may not reoffer or resell shares of Common Stock acquired hereunder except (i) pursuant to a separate prospectus that would have to be prepared and filed with the Commission in order to register the shares to be reoffered and resold in accordance with the Securities Act and the Commission’s rules and regulations thereunder, or (ii) pursuant to Rule 144 under the Securities Act. Rule 144, among other things, limits the maximum number of shares of Common Stock that may be sold for the account of an affiliate of the Company within any three-month period.

     Rule 144 defines an “affiliate” of an issuer as a person that directly or indirectly through one of more intermediaries controls, is controlled by, or is under common control with such issuer. Whether a person controls, is controlled by, or is under common control with the Company is a question of fact. Directors, executive officers, holders of more than 10% of the Company’s Common Stock, and persons with power to manage and direct the policies of the Company may be regarded as “affiliates” of the Company. Each such person should seek legal advice before making any “offer for sale,” “offer to sell,” or “offer” of any shares of Common Stock acquired hereunder. Failure to comply with the applicable rules and regulations of the Commission may result in either criminal or civil penalties, or both.

Exchange Act Section 16

     Plan participants who are directors or officers of the Company or who own beneficially ten percent or more of the equity securities of the Company are subject to the provisions of Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires that such persons report to the Commission, on the appropriate form, beneficial ownership (and changes in beneficial ownership) of equity securities of an issuer. Therefore, Plan participants subject to

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Section 16(a) are required to report to the Commission their beneficial ownership of any Options and any Common Stock, together with any transfers of beneficial ownership of any shares of Common Stock beneficially owned by such participant.

     Under Section 16(b) of the Exchange Act, if a person subject to its provisions purchases and sells, or sells and purchases, any equity securities of an issuer within any period of less than six months, that person may be accountable to the issuer for all profits realized from such transactions. Therefore, Plan participants subject to Section 16 may be liable to the Company for any profit realized upon the purchase and sale, or sale and purchase, of any Common Stock within a six-month period.

New Plan Benefits

     The following table sets forth the benefits to be received by (i) each of the Named Executive Officers, (ii) the executive officers as a group, (iii) the non-executive directors and (iv) the non-executive officer employees.

NEW PLAN BENEFITS

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Reasons For Authorization And Vote Required

     The Plan is being submitted to the shareholders for approval pursuant to Section 162(m) of the Code and the rules thereunder and it will not become effective until it is approved by the Company’s shareholders. Approval of the Plan requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the proposal at the Meeting

Shareholders’ Voting

     The Company has been advised that shareholders owning an aggregate of at least ___shares of Common Stock (constituting approximately ___% of the issued and outstanding shares of Common Stock of the Company as of ______ ___, 2005) intend to vote in favor of Proposal II, thereby assuring that the approval of the Plan.

EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth certain information concerning the compensation paid by the Company for services rendered in all capacities to the Company from January 1, 2003 through our fiscal year ended September 30, 2004, of our Chief Executive Officer and our other executive officers who earn in excess of $100,000.

SUMMARY COMPENSATION TABLE

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     There are no plans pursuant to which cash or non-cash compensation was paid or distributed during the last fiscal year, or is proposed to be paid or distributed in the future, to our executive officers. No other compensation except for that described above was paid or distributed during the last fiscal year to our executive officers. Except as described below under “Employment Contracts,” there are no compensatory plans or arrangements, with respect to any of our executive officers, which result or will result from the resignation, retirement or any other termination of such individual’s employment with us or from a change in control of the Company or a change in the individual’s responsibilities following a change in control. No stock options, stock appreciation rights or other stock based incentives were awarded to any of our named executive officers during fiscal 2004.

Employment Contracts

     We also entered into three year employment agreement with Mr. Kruger in June 2004 pursuant to which we agreed to employ Mr. Kruger as Chief Executive Officer at an annual salary of $180,000. After the three year term, the employment agreement will automatically renew for successive one year terms unless either terminates the agreement at the end of the then current term, by ninety days prior written notice. If we terminate the agreement without cause, or Mr. Kruger terminates the agreement due to a Constructive Termination, as defined in the agreement, prior to the end of its then current term, then Mr. Kruger shall, for the remainder of the then current term, continue to receive the salary provided for under the agreement as if the agreement had not been terminated.

     We entered into three year employment agreement with Mr. Hartslief in June 2004 pursuant to which we agreed to employ Mr. Hartslief as Chief Operating Officer at an annual salary of $180,000. After the three year term, the employment agreement will automatically renew for successive one year terms unless either terminates the agreement at the end of the then current term, by ninety days prior written notice. If we terminate the agreement without cause, or Mr. Hartslief terminates the agreement due to a Constructive Termination, as defined in the agreement, prior to the end of its then current term, then Mr. Hartslief shall, for the remainder of the then current term, continue to receive the salary provided for under the agreement as if the agreement had not been terminated.

     On February 1, 2005, we entered into three year employment agreement with Mr. Carter pursuant to which we agreed to employ Mr. Carter as Chief Financial Officer at an annual salary of $180,000. After the three year term, the employment agreement will automatically renew for successive one year terms unless either terminates the agreement at the end of the then current term, by ninety days prior written notice. If we terminate the agreement without cause, or Mr. Carter terminates the agreement due to a Constructive Termination, as defined in the agreement, prior to the end of its then current term, then Mr. Carter shall, for the remainder of the then current term, continue to receive the salary provided for under the agreement as if the agreement had not been terminated.

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     On January 28, 2005, we entered into three year employment agreement with Mr. Dickey pursuant to which we agreed to employ Mr. Dickey as Chief Administrative Officer at an annual salary of $150,000. After the three year term, the employment agreement will automatically renew for successive one year terms unless either terminates the agreement at the end of the then current term, by ninety days prior written notice. If we terminate the agreement without cause, or Mr. Dickey terminates the agreement due to a Constructive Termination, as defined in the agreement, prior to the end of its then current term, then Mr. Dickey shall, for the remainder of the then current term, continue to receive the salary provided for under the agreement as if the agreement had not been terminated.

Executive Compensation

     Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might be incorporated by reference in future filings, including this Information Statement, in whole or in part, the following shall not be incorporated into any such filings.

Background

     Upon election and appointment of the 7 member Board of Directors (as provided above), an independent Compensation Committee shall be established made up solely of non-employee directors who do not participate in any of the compensation plans they administer. The Compensation Committee shall approve all compensation paid or awarded to our executive officers. The Committee’s executive compensation objective will be to maximize shareholder value by attracting, rewarding and retaining highly qualified, productive and motivated individuals who will assist us in achieving our strategic plans and goals. The key components of our executive compensation are base salary, short term rewards and long term incentives.

Base Salary

     The factors considered in setting base salaries include (but are not necessarily limited to) salaries paid to persons holding comparably-responsible positions at other similarly-situated companies; the applicable cost of living; the Company’s overall financial performance; the individual’s past performance and potential with the Company; and input from the Chief Executive Officer. The consideration of additional factors and the weight given to any particular factor will be within the discretion of the Compensation Committee.

     The Compensation Committee will perform annual reviews and will establish base salaries, which the Committee believes are at levels competitive with industry and regional pay practices and economic conditions. In determining appropriate salary levels, the Committee will consider the individual’s level and scope of responsibility and performance contributions, as well as internal and market comparisons.

Short Term Rewards

     The size of individual, short term rewards is highly dependent on the financial performance and operating results of the Company each year. It is expected that short-term awards may vary significantly year-over-year, versus other forms of compensation.

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The objective of a short term reward is to give executives a strong incentive to maintain focus on continuous improvement of results and meeting shareholder expectations. In addition, this element of the compensation program provides emphasis on short-term milestones against which we measure progress toward strategic goals. Short-term rewards generally would consist of cash bonuses.

Long Term Incentives

     Subject to shareholder approval of our 2004 Long Term Incentive Plan, the Committee may award stock options and other forms of equity based incentives to our executive officers under the Plan. The long-term incentives are intended to underscore the need for executives to maintain a focus on the strategic goals of the business. It balances the emphasis on long and short-term business objectives and reinforces that one should not be achieved at the expense of the other. Long term incentive awards are also intended to develop and retain strong management through share ownership and recognition of future performance. Long term incentives have less year-to-year variability due to these design considerations and the nature of the business as described.

Executive Compensation

     Within the framework described above, the Committee will determine the salary and bonus of our executive officers based on their leadership, the execution of business plans, and strategic results. The size and complexity of the business and experience are also key factors. The Committee will not use narrow, quantitative measures or formulas in determining our executive’s compensation.

Compensation of Directors

     The Company does not have any written employment agreements for its directors. The Company expects to adopt standard compensation arrangements with its newly elected director. These compensation arrangements are expected to include cash compensation for board and committee meetings attended.

CORPORATE GOVERNANCE

Board of Directors

     The Board of Directors and its committees perform a number of functions for the Company and its shareholders, including:

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Corporate Governance Guidelines

     Our Board of Directors has adopted Corporate Governance Guidelines that govern the structure and functioning of our Board of Directors and set out policies on a number of governance issues. The Guidelines are posted on our internet site at www.dirtmotorsports.com. They also will be available to any shareholder on request to the Secretary at the Company’s address.

Director Independence

     The Corporate Governance Guidelines require that a majority of our Board of Directors consist of independent directors. In general, the Guidelines require that an independent director must have no material relationship with the Company, except as a director. The independence of a director is determined based on standards specified by the Nasdaq National Market’s Marketplace Rules and other facts and circumstances the Board of Directors considers relevant.

     The Company has reviewed business and charitable relationships between the Company and each non-employee nominated for election as a director to determine compliance with the independence standards described above and to evaluate whether there are any other facts or circumstances that might impair that nominee’s independence. Based on that review, the Company has determined that 5 of 6 of our non-employees nominated for election as directors are independent. It has been determined that Mr. Massey does not qualify as an independent director because of the Company’s business relationship with Outdoor Channel Holdings, Inc. related to television production and distribution of our racing programs.

Term of Office; Mandatory Retirement

     All the Company’s directors will stand for election at the annual meeting. The Company does not believe that there should be a limit on the number of terms for which an individual may serve as a director. Non-employee directors cannot stand for election after they have reached age 75.

Meetings and Committees of the Board of Directors

     The Board of Directors will meet on a regularly scheduled basis to review significant developments affecting the Company and to act on matters requiring Board approval. It will also holds special meetings or acts by unanimous written consent when an important matter requires Board action between scheduled meetings. It is expected that Board of Directors will meet at least quarterly and more often as required to act on matters requiring Board approval.

Executive Sessions

     The non-employee directors of the Company will meet regularly in executive sessions, without the presence of any management directors or other management personnel, at least twice per year.

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Annual Meeting Attendance

     As specified in the Corporate Governance Guidelines, it will be our policy that directors should make every effort to attend the annual meeting of shareholders.

Shareholder Communications

     Any shareholder wishing to send written communications to the Company’s Board of Directors may do so by sending them to the attention of our Corporate Secretary, at the Company’s principal executive offices. All such communications will be forwarded to the intended recipient(s).

Committees of the Board of Directors

     The Board of Directors will appoint a separate audit, compensation and nominating committee. Historically, the functions customarily attributable to those committees have been performed by the Board of Directors as a whole.

     The Board of Directors will establish a standing Audit Committee, Compensation Committee and Corporate Governance and Nominating committee at the first meeting of the Board of Directors held after the meeting of shareholders on ______ ___, 2005.

Audit Committee

     The Company’s audit committee will be established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of the Audit Committee will be to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Audit Committee members will not be professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent auditors. The Audit Committee will provide advice and direction to management and the auditors based on information it receives from them, discussions with them, and the general business, financial and accounting experience of each committee member.

     Among other matters, the Audit Committee will review the professional services and independence of our independent auditors, as well as the adequacy of our accounting procedures and internal controls. The Audit Committee will be responsible for hiring the firm selected to be our independent public accountants, and for approving the fees paid to and monitoring the performance of such firm. The Audit Committee will also review the results and scope of the annual audit; reviews with management the status of internal accounting controls; evaluates any problem areas having a potential financial impact on us that may be brought to its attention by management, the independent public accountants or the Board of Directors; and evaluates all of our public financial reporting documents. The Audit Committee will pre-approve all auditing services and non-audit services performed by the independent auditors in accordance with the requirements of the Exchange Act.

     The Audit Committee will operate under a written charter to be adopted by the Board of Directors. This charter will require that the members of our Audit Committee meet the

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independence standards under the Nasdaq National Market’s Marketplace Rules. During 2004 and through the date of the meeting of shareholders, the Audit Committee was composed of Daniel Cathcart. Assuming his election as a member of the Board of Directors Mr. Rumsey has advised us that he would be willing to serve as Chairman of our Audit Committee. Mr. Rumsey is independent, as defined by Rule 4200(a)(14) of the NASD’s listing standards. The Company has determined that Mr. Rumsey is a financial expert as defined in Item 401(h)(2) of Regulation S-K under the Exchange Act. Upon election of the 7 member Board of Directors (as provided above), two additional members will be appointed to serve as members of our Audit Committee.

Compensation Committee

     The Company will establish a standing Compensation Committee. The Compensation Committee will recommend compensation for all executive officers and administers incentive compensation and benefit plans. The Compensation Committee will operate under a written charter adopted by the Board of Directors. The charter will require that the members of our Compensation Committee meet the independence standards under the Nasdaq National Market’s Marketplace Rules. Members of our Compensation Committee must also be “outside directors” under Section 162(m) of the U.S. Internal Revenue Code and must meet the definition of “independent director” for purposes of Section 16 of the Exchange Act. During 2004 and through the date of the meeting of shareholders, the Compensation Committee was comprised of Mr. Cathcart. Assuming his election as a member of the Board of Directors Mr. Miller has advised us that he would be willing to serve as Chairman of our Compensation Committee. Upon election of the 7 member Board of Directors (as provided above), two additional members will be appointed to serve as members of our Compensation Committee.

Corporate Governance and Nominating Committee

     The Company will establish a standing Corporate Governance and Nominating Committee. The Committee will adopt a Director Nominations Policy that describes the qualifications the Committee looks for in director candidates. The Policy adopted will also be posted on our internet website and is available free of charge on request to the Secretary at the Company’s address.

     The Committee will identify director candidates primarily through recommendations made by non-employee directors, employee directors and others, including search firms. The Committee will have the authority to engage consultants to help identify or evaluate potential director nominees but has not done so recently. All recommendations, regardless of the source, will be evaluated on the same basis against the criteria contained in the Policy.

     The Committee will also consider nominees recommended by “qualified shareholders” and submitted to the Committee in accordance with the Policy. To be considered a qualified shareholder, the shareholder, or group of shareholders making the recommendation, must have beneficially owned more than five percent of our outstanding shares of Common Stock for at least a year prior to making the recommendation. Qualified shareholders desiring to make such recommendations should submit such recommendations in accordance with the Policy to the Company Secretary at the Company’s address. The Board of Directors will evaluate candidates properly proposed by qualified shareholders in the same manner as all other candidates .

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     The Corporate Governance and Nominating Committee will operate under a written charter to be adopted by the Board of Directors. We expect that this charter will require that the members of this Committee meet the independence standards under the Nasdaq National Market’s Marketplace Rules.

Additional Information

     Upon the adoption of the written charters for each committee, The Corporate Governance section of our internet website will be updated to contain additional information, including the adopted written charters for each committee of our Board of Directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Mr. Kruger owns interest in an aircraft charter company, Hildalgo Trading, LLC, that the Company utilizes for travel services. The Company spent approximately $23,000 during the 2003 fiscal year and $58,225 during the 2004 fiscal year in utilizing this aircraft charter service.

     Mr. Kruger also leases an aircraft to Business Jet, another company that the Company utilizes for travel services. The Company spent approximately $66,000 during the 2003 fiscal year and $151,684 during the 2004 fiscal year with Business Jet for aircraft charter services.

     Mr. Kruger owns an interest in a real estate company, Onward, LLC, from which the Company has purchased three previously owned vehicles at fair market value, totaling $80,520 during the 2004 fiscal year. These purchases have been reviewed and approved by our Board of Directors. In addition to this, the company rents office space from a building owned and managed by Onward, LLC. The Company paid no rent to Onward, LLC during the 2003 fiscal year and paid $49,090 to Onward, LLC during the 2004 fiscal year.

     Mr. Richard F. Dahlson, a former director of the Company, is a partner with Jackson Walker L.L.P., a law firm that serves as outside legal counsel for the Company. The Company paid Jackson Walker L.L.P. $37,327 and $319,712 in legal fees during the 2003 and 2004 fiscal years, respectively.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (the “SEC”). Such persons are required by the SEC regulation to furnish us with copies of all Section 16(a) forms they file.

     Based solely on its review of the copies of such forms received with respect to our fiscal year ended September 30, 2004, we believe that our officers, directors and persons who own more than 10% of a registered class of our equity securities have timely filed all reports required by Section 16(a) of the Exchange Act, except for Mr. Kruger, who was late in filing one transaction. In making this disclosure, we have relied solely on our review of the copies of such forms received by us with respect to fiscal 2004, or written representations from certain reporting persons.

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SHAREHOLDER PROPOSALS

     No shareholder has submitted any proposal for shareholder action to be presented at the Meeting.

INDEPENDENT PUBLIC ACCOUNTANTS

Current Independent Accountants

     A representative from Murrell, Hall, McIntosh & Co., PLLP, our independent public accountants, will be present at the Meeting and will have the opportunity to make a statement if they desire to do so and to answer any appropriate questions from shareholders.

Principal Accountant Fees and Services

Audit Fees

     Audit Fees. The company paid $133,748 in audit fees during the 2004 fiscal year. Of this, $36,848 was paid to Murrell, Hall, McIntosh & Co., PLLP, our current auditor of record, the remainder of the fees were paid to BDO Seidman, LLP, the Company’s prior auditor.

Audit Related Fees

     There were no fees billed for audit-related services not disclosed in “Audit Fees” above.

Tax Fees

     In fiscal 2004 and 2003, Murrell, Hall, McIntosh & Co., PLLP did not perform any tax related services and therefore there were no amounts billed for fees for tax services.

All Other Fees

     No other fees were billed for services rendered by the Company’s principal accountants for fiscal year 2004 and 2003.

Compatibility of Certain Fees with Independent Accountants’ Independence

     The Audit Committee has established its pre-approval policies and procedures, pursuant to which the Audit Committee approved the foregoing audit and permissible non-audit services provided by Murrell, Hall, McIntosh & Co., PLLP in fiscal 2004. The new Audit Committee will adopt pre-approval policies and procedures pursuant to which the engagement of any accountant is approved. Such procedures will govern the ways in which the Audit Committee will pre-approve audit and various categories of non-audit services that the auditor provides to the Company. It is expected that the Audit Committee will give its approval for the provision of audit services by Murrell, Hall, McIntosh & Co., PLLP for the fiscal year ending September 30, 2005. Services which have not received pre-approval will receive specific approval of the Audit Committee. The Audit Committee will be informed of each such engagement in a timely manner,

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and such procedures do not include delegation of the Audit Committee’s responsibilities to management.

Previous Independent Accountants

     On June 2, 2004, the Company dismissed BDO Seidman, LLP as our independent auditors. This decision was discussed and approved by our Board of Directors as we did not have a standing Audit Committee at that time. The report of BDO Seidman, LLP on our financial statements for our fiscal year ended September 30, 2003, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to, audit scope or accounting principles but, were qualified as to our ability to continue as a going concern. Further, during our 2003 fiscal year and through June 2, 2004, there were no disagreements with BDO Seidman, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO Seidman, LLP, would have caused them to make reference thereto in its report on the financial statements for such years. From our inception and through June 2, 2004, there were no reportable events of which we were notified by BDO Seidman, LLP.

Reports of the Audit Committee

     On an annual basis the Audit Committee will review and discuss the Company’s most recent audited financial statements with management, and will discuss with the Company’s independent registered public accounting firm the matters required to be discussed by SAS 61, as modified or supplemented, and will receive the written disclosures and letters as required by Independence Standards Board Standard No. 1, as modified or supplemented, and will discus with the Company’s independent registered public accounting firm its independence. Based on these reviews and discussions, the Audit Committee will then make its recommendation to the Board of Directors related to the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for each fiscal year for filing with the Securities and Exchange Commission.

OTHER BUSINESS

     The Company does not intend to bring any business before the Meeting other than those described herein and at this date the Company has not been informed of any matters that may be presented at the Meeting by others.

MISCELLANEOUS

     All costs incurred in the mailing of this Information Statement will be borne by the Company. The Company may make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of information materials to the beneficial owners of shares of Common Stock held of record by such persons, and the Company may reimburse such brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses incurred in connection therewith.

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     The Annual Report to Shareholders of the Company for the fiscal year ended September 30, 2004 accompany this Information Statement. The Annual Report is not to be deemed part of this Information Statement.

Norman, Oklahoma
_________ ___, 2005

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APPENDIX A

BOUNDLESS MOTOR SPORTS RACING, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

     Boundless Motor Sports Racing, Inc. (“Boundless” or the “Company”) has adopted this Code of Business Conduct and Ethics (“Code”) to deter wrongdoing and to promote:

     This Code applies to all directors, officers and employees of Boundless and its subsidiaries, regardless of the position he or she holds. An unyielding commitment to this Code is essential for our success.

     While this Code may not address every situation that might arise, it is intended to establish principles and guidelines that will govern your behavior as a representative of the Company. Your own good judgment is also critical. If you are ever in doubt as to the appropriate course of conduct, you should consult with your supervisor and/or a Company leader, as appropriate.

     Anyone who violates this Code is subject to discipline, including possible termination of employment without warning.

     You are also responsible to report violations of the Code by others. If you are aware of or suspect a Code violation, you should follow the reporting guidelines in the section below titled “Reporting Guidelines.” Anyone who retaliates against individuals who report suspected violations of this Code will themselves be subject to immediate discipline, including possible termination of employment without warning.

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Obeying All Laws, Rules and Regulations

     All Company representatives are expected to comply with all applicable local, state and federal laws and regulations, in the jurisdictions in which we operate. While you are not expected to know the details of every law or regulation that may apply to you, you are expected to use good judgment, seek advice from a supervisor and/or legal counsel, when necessary, and to follow both the letter and the spirit of these laws. In addition, you are expected to comply with all Company policies and procedures that apply to you, including, but not limited to, our Insider Trading Policy and Employee Handbook.

Business Information and Disclosures to Investors

     Our representatives are expected to communicate and record information accurately, honestly and in accordance with all applicable legal requirements as well as our system of internal controls. You are never authorized to knowingly record or maintain false or misleading information in our Company transaction documents, communications, books, records, accounts or financial statements.

     Those who use business expense accounts must obtain appropriate authorizations, accurately record expenses and provide expense receipts and documentation on a timely basis consistent with Company policy.

     As a public company, it is critical that our filings with the Securities and Exchange Commission (the “SEC”) be accurate, complete and timely. We have established a system of internal controls and procedures, as well as a Disclosure Committee, to assist us in the accurate and timely reporting of all material information, including information relating to our financial records and reports. You are expected to follow these controls and procedures to the extent they apply to you. If you become aware that our public disclosures are not accurate, complete or timely, or you become aware of a transaction or development that you believe may require disclosure, you should report that information immediately to a member of our Disclosure Committee or pursuant to the methods described below in the section titled “Reporting Guidelines.”

     Consistent with our obligation to provide the public with accurate, complete and timely disclosures of our business and financial condition, our chief executive officer and senior financial officers have an enhanced duty to ensure that these objectives are accomplished and, as a result, must:

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Record Retention

     Records should always be retained or destroyed according to Company policy and applicable legal and regulatory requirements. In accordance with those policies, in the event of litigation or governmental investigation, you must preserve all possibly relevant documents and consult with your supervisor or management who will consult with outside legal counsel.

Conflicts of Interest

     You have a duty of loyalty to act in the best interests of the Company. As a result, you are expected to avoid situations and relationships that involve actual or potential conflicts of interest. A “conflict of interest” exists when your private interests interfere in any way with the interests of the Company. A conflict situation can arise when you take actions or have interests that may make it difficult to perform your work objectively and effectively. Conflicts of interest may also arise when you, or members of your family, receive improper personal benefits as a result of your position in the Company.

     Conflicts of interest are prohibited as a matter of policy, except as approved by the Board of Directors. Conflicts of interest may not always be obvious. Examples of situations that could be perceived as conflicts of interest and should be avoided include:

     If you have a question regarding a potential conflict of interest, or become aware of a conflict or potential conflict, you should bring it to the attention of a supervisor, manager or other higher levels of management or consult the procedures described in the section titled “Reporting Guidelines.” In certain situations, it may be necessary to consult with our legal counsel.

Corporate Opportunities

     You are prohibited from taking advantage of personal opportunities that are discovered through your use of Company property, access to Company information or as a result of your position with the Company without the consent of our Board of Directors. No employee may use Company property, information, or position for improper personal gain, and no

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employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Securities Laws and Insider Trading

     We maintain a separate Insider Trading Policy that you must comply with at all times. Included within this Insider Trading Policy are prohibitions, applicable to all directors, officers and employees having access to our internal financial statements or other material non-public information, against buying or selling shares of Boundless stock during designated “black-out” periods. You should familiarize yourself with these policies to ensure that you are in compliance, and if you have any questions at all, you should contact a supervisor or other member of management.

Antitrust Laws

     We are required to comply with the antitrust and unfair competition laws of the countries where we do business. These laws are complex and vary considerably from country to country. Actions that may violate the antitrust laws include:

     Because the antitrust laws are broad and far-reaching, you should always obtain advice from a member of our management before engaging in any conduct or practice that may involve antitrust laws. In all situations where there is a question or doubt about a particular activity or practice, you should contact a supervisor or other member of our management.

Entertainment and Gifts

     The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers or suppliers. No gift or entertainment should ever be offered, given, provided or accepted by you or any member of your family unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor or other member of our management any gifts or proposed gifts which you are not certain are appropriate.

Workplace Discrimination and Harassment

     The diversity of our employees is one of our greatest assets. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate workplace discrimination or harassment of any kind.

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Alcohol and Drugs in the Workplace

     We have a responsibility to our employees to provide a safe workplace, including a drug and alcohol-free workplace. We reinforce our commitment by prohibiting employees from using, possessing, distributing or being under the influence of alcohol or illegal drugs at any time while on Company premises or performing Company business at any location.

Workplace Health, Safety and Environment

     We are committed to the safety and health of our employees. Providing and maintaining a safe work environment and instituting and following work practices to safeguard employees must be a primary consideration for all of us. Reviewing all of our businesses and identifying where we can act to improve safety awareness is an ongoing task to which the entire Company and each employee should be dedicated.

Confidentiality

     You must maintain the confidentiality of information entrusted to you by the Company or its customers, suppliers and competitors, except when disclosure is authorized by management or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. The obligation to preserve confidential information continues even after your employment with the Company ends.

Protection and Proper Use of Company Assets

     You are responsible for ensuring that appropriate measures are taken to properly protect the Company’s assets. You are expected to assist in the protection of all confidential and proprietary information, including technical, financial, marketing and other business information, which, if made available to our competitors or the public, would be advantageous to such competitors and detrimental to the Company. Protection of such information is critical to our ability to grow and compete.

     Our computer systems, electronic mail (e-mail), voice mail and Internet access are employer-provided technologies and Company property. The use of our computer systems, email, voice mail and Internet access are primarily for matters of concern to our operations, and not for communications of a personal nature. Such non-business related use should be on an infrequent basis. Employees may not use these assets to display, transmit or store inappropriate materials at any time.

Payments to Government Personnel

     We must comply with the anti-corruption laws of the countries in which we do business, including the U.S. Foreign Corrupt Practices Act (FCPA). You must never directly or indirectly offer or make a corrupt payment to any government official. The promise, offer or delivery to a governmental official or employee of a gift, favor or other gratuity in violation of these rules would not only violate this Code, but could also be a criminal offense.

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Amendments and Waivers to this Code for Directors and Executive Officers

     Any waiver from a provision of this Code for any of our directors or executive officers must be approved in advance by our Board of Directors. We will promptly disclose, in the manner required by any legal or stock exchange related regulations, any of the following:

Reporting Guidelines

     Reporting Violations of this Code

     If you suspect or know of violations of this Code or illegal or unethical business or workplace conduct, you have an obligation to contact your supervisor, or if reporting to such individual is inappropriate, contact the Company’s Human Resources Department or outside legal counsel. Such communications will be kept confidential to the extent feasible. If you are still not satisfied with the response, you may call our confidential help-line at (888) 572-2464. Our help-line strives to make sure that all questions or concerns are handled fairly, discreetly and thoroughly.

     We will treat any reported information in a confidential manner (consistent with appropriate evaluation and investigation) and will not take any acts of retribution or retaliation against you for making a good-faith report. Any employee, however, who files a report or provides evidence which they know to be false may be subject to disciplinary action, including termination of employment.

     Reporting Questionable Accounting or Auditing Matters

     In order to facilitate the reporting of complaints regarding accounting, internal accounting controls, or auditing matters (“Accounting Matters”), the Audit Committee of our Board of Directors has established the following procedures for (1) the receipt, retention and treatment of complaints regarding Accounting Matters and (2) the confidential, anonymous submission by employees of complaints or concerns regarding Accounting Matters.

     These procedures relate to complaints relating to any questionable Accounting Matters, including, without limitation, the following:

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     If you, or any individual outside of the Company, have a complaint or concern regarding Accounting Matters at the Company, you should contact our help-line at (888) 572-2464 or contact the Audit Committee of our Board of Directors by sending a letter to the following address:

Accounting Matters
Audit Committee of the Board of Directors
c/o Corporate Secretary
Boundless Motor Sports Racing, Inc.
2500 McGee Drive, Suite 147
Norman, Oklahoma 73072

     You may report your complaints or concerns anonymously and confidentially. The Audit Committee encourages you to supply contact information with your submission to facilitate clarification and any assistance with possible investigation. All complaints or concerns will be provided to the Chairman of the Audit Committee for review and will be retained in accordance with our document retention policies. To assist the Audit Committee in reviewing and, if necessary, investigating your complaints or concerns, please, to the extent possible, include the following information in your submission:

Non-Retaliation

     Retaliation in any form against (a) a person who reports a violation of this Code (even if the report is mistaken but was submitted in the good faith belief it was correct), or (b) against anyone who assists in the investigation of a reported violation, is a serious violation of this Code. Acts of retaliation should be reported immediately and may result in severe disciplinary action, including termination of employment without warning.

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Enforcement

     If our Board of Directors (or anyone acting under their supervision) determines, in their good faith discretion, that you have violated any provision of this Code, you may be subject to disciplinary action, including termination of your employment without warning.

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