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Rule 424(b)(3)
File No. 33-99686
THE TRACKER CORPORATION OF AMERICA
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Consulting Agreement
The Company recently entered a one-year consulting agreement (the
"Consulting Agreement") with a Consultant who was retained to provide advice to
the Company concerning the Company's growth strategy, financial public
relations obligations and future capital structure. Under the terms of the
Consulting Agreement, the Company has agreed to pay the Consultant one hundred
thousand (100,000) shares of the Company's common stock. As additional
consideration, the Company has granted to the Consultant certain options to
purchase up to a total of 900,000 shares of the Company's Common Stock (the
"Options") for the price of the par value of the Common stock, $.001 per share.
In addition, the Company has agreed to pay the Consultant $10,000 per
month, payable in shares of the Common Stock of the Company, for administrative
expenses on the fifth business day of the month succeeding the performance of
the Consultant's services. The amount of shares of Common Stock shall equal
$10,000 divided by the average five (5) day Bid price immediately preceding the
15th day of each month for the term of the Consulting Agreement. The Company
shall reimburse the Consultant for all other pre-approved expenses.
The Company filed on October 23, 1996 a registration statement on Form
S-8 concerning the shares which may be issued to the Consultant pursuant to the
Consulting Agreement. The Consulting Agreement may depress the market value of
the Company's Common Stock and make it more difficult for the Company to raise
additional equity financing under terms satisfactory to the Company.
Corporate Relations Group
On November 4, 1996, the Company terminated its relationship with its
investor relations consultant, Corporate Relations Group ("CRG"). On November
20, 1995, the Company entered into an agreement pursuant to which CRG agreed to
provide services to the Company for a period of one year and the Company agreed
to pay to CRG $570,000 or 326,000 freely tradeable shares of Common Stock upon
execution of the agreement and to issue options to CRG to purchase shares of
Common Stock as follows: 100,000 shares at $2.00 per share one year from the
date of the agreement, 100,000 shares at $2.40 per share two years from the
date of the agreement, 100,000 shares at $2.60 per share three years from the
date of the agreement, 100,000 shares at $2.80 per share five years from the
date of the agreement, and 100,000 shares at $3.00 per share five years from
the date of the agreement. As of the date of this Prospectus, CRG had not
provided any services under the agreement and the Company had not made any
payment to CRG.
NOTE: THIS PROSPECTUS SUPPLEMENT, WHICH IS DATED NOVEMBER 4, 1996 IS PART
OF THE TRACKER CORPORATION OF AMERICA PROSPECTUS DATED OCTOBER 21, 1996.
