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

                                   FORM 10-QSB

(Mark One)
[ X ]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

          For the quarterly period ended March 31, 2004

[   ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
          For the transition period from ________________ to _________________

                         Commission file number 0-28555

                                    VOLT INC.
  -----------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           NEVADA                                          86-0960464
  ------------------------------               ----------------------------
(State or other jurisdiction of                              (IRS
 incorporation or organization)                  Employer Identification No.)

                   41667 Yosemite Pines Dr., Oakhurst CA 93644
  -----------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (559) 692-2474
  -----------------------------------------------------------------------------
                           (Issuer's telephone number)

  -----------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,919,422 Common Shares $0.001 par
value as of March 31, 2004

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]


<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.

The information required by Item 310(b) of Regulation S-B is attached hereto as
Exhibit One.

Item 2.  Management's Discussion and Analysis or Plan of Operation.

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, AND THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET AND ECONOMIC
CONDITIONS.

RESULTS OF CONTINUING OPERATIONS

The Company generated $1,212,216 of revenue, $541,624 of gross profit, $172,564
of net earnings from continuing operations, and $0.04 in earnings per
weighted-average common share from continuing operations for the six months
ended March 31, 2004.

For total operations, net income for the six months ended March 31, 2004, was
$172,564 or $0.04 in earnings per weighted-average common share with 4,669,422
weighted average common shares outstanding compared with net income of $136,731
or $0.03 in earnings per weighted-average common share with 3,919,422 weighted
average common shares outstanding for the six months ended March 31, 2003.

                                Six Months Ended
                                    March 31

                                                 2004                  2003

      Revenue                                  $1,212,216          $1,762,777
      Cost of Revenue                             670,592             982,336
                                                ---------           ---------
      Gross profit                                541,624             780,441
      Operating Expenses                          369,060             643,710
                                                ---------           ---------
      Income from
        continuing operations                  $  172,564          $  136,731
                                               ==========          ==========

      Gross profit margin                             45%                 44%

      Earnings per share
         of common stock                       $     0.04          $     0.03

The Company generated $600,044 of revenue, $300,508 of gross profit, $137,331 of
net earnings from continuing operations and $0.03 in earnings per
weighted-average common share from continuing operations for the three months
ended March 31, 2004.

For total operations, net income for the three months ended March 31, 2004, was
$137,331 or $0.03 in earnings per weighted-average common share with 4,919,422
weighted average common shares outstanding compared with net income of $54,621
or $0.01 in earnings per weighted-average common with 3,919,422 weighted average
common shares outstanding for the three months ended March 31, 2003.

                               Three Months Ended
                                    March 31

                                                    2004                  2003

        Revenue                                    $600,044          $1,218,811
        Cost of Revenue                             299,536             760,526
                                                    -------           ---------
        Gross profit                                300,508             458,285
        Operating Expenses                          163,177             403,644
                                                    -------             -------
        Income from
           continuing operations                   $137,331           $  54,621
                                                   ========           =========

        Gross profit margin                             50%                 38%

        Earnings per share
           of common stock                         $   0.03           $    0.01

Revenue for the six months ended March 31, 2004, decreased $550,561 from the
same period last year. Cost of revenue for the six months ended March 31, 2004,
decreased $311,744 from the same period last year. Operating expenses for the
six months ended March 31, 2004, decreased $274,650 from the same period last
year. Income from continuing operations for the six months ended March 31, 2004,
increased $35,833 from the same period last year.

Revenue for the three months ended March 31, 2004, decreased $618,767 from the
same period last year. Cost of revenue for the three months ended March 31,
2004, decreased $460,990 from the same period last year. Operating expenses for
the three months ended March 31, 2004, decreased $240,467 from the same period
last year. Income from continuing operations for the three months ended March
31, 2004, increased $82,710 from the same period last year.

Earnings per weighted-average common share was $0.04 for the six months ended
March 31, 2004 based on weighted-average common shares outstanding of 4,669,422,
and earnings per weighted average common share was $0.03 for the six months
ended March 31, 2003, based on per weighted-average common shares outstanding of
3,919,422.

Earnings per weighted-average common share was $0.03 for the three months ended
March 31, 2004, based on weighted-average common shares outstanding of
4,919,422, and earnings per weighted-average common share was $0.01 for the
three months ended March 31, 2003 based upon weighted-average common shares
outstanding of 3,919,422.

The Company attributes the decrease in Cost of Revenue and Operating Expenses
and the corresponding increase Income From Continuing Operations for the periods
reflected to the consolidation of the Company's mortgage business in the Central
Valley of California where the Company's senior management is located.

The company has consolidated its mortgage business to the Central California
Valley where senior management is located and is also focusing on real estate
development in this fast growing area and has several projects in the
development and due diligence phase. The energy side of the business is
currently processing several deals as well and expects to complete both
company's pending transaction by year end.

                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

There are no pending or threatened legal proceedings against the Company or any
of its subsidiaries.

Item 2.  Changes in Securities.

NONE

Item 3.  Defaults Upon Senior Securities

NONE

Item 4.  Submission of Matters to a Vote of Security Holders.

NONE

Item 5.  Other Information.

During the year ended September 30, 2003, the Company closed in escrow on the
purchase of Wolverine Power Corporation, a Michigan hydroelectric facility.
However, the escrow conditions were not satisfied and therefore the escrow was
terminated and the purchase of the hydroelectric facility was not consummated.

The Company is still in the due diligence phase of the purchase of the Franklin
Hydro facility located in Malone New York.

The Company's purchase of Tract #4 of the Fiatt Coal Mine in Fulton County,
Illinois is in escrow subject to the satisfaction of certain contingencies by
the seller. There can be no guarantee that the contingencies will be satisfied
or that the closing of the purchase will be finalized. The purchase of
additional coal tracts pursuant to existing options is contingent upon
satisfaction of the escrow by the seller to the satisfaction of the Company.

Item 6.  Exhibits and Reports on Form 8-K.

INDEX TO EXHIBITS.

EXHIBIT
NUMBER            DESCRIPTION OF DOCUMENT
-------------------------------------------------------
     1     VOLT INC. AND SUBSIDIARIES FINANCIAL STATEMENTS

On April 1,2004, the Company filed a Form 8-K reflecting the resignation of a
director of the Company on March 27, 2004.

                                   SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               VOLT INC.
                                               (Registrant)
Date May 14, 2004                              /s/ Denis C. Tseklenis
                                               Denis C. Tseklenis
                                               Chief Executive Officer
                                               Chairman of the Board

EXHIBIT 1




                           VOLT INC. AND SUBSIDIARIES

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):


BALANCE SHEETS AS OF MARCH 31, 2004 (UNAUDITED)
    AND SEPTEMBER 30, 2003 (AUDITED)

STATEMENTS OF INCOME FOR THE SIX MONTHS AND THREE MONTHS ENDED
    MARCH 31, 2004 AND 2003 (UNAUDITED)

STATEMENTS OF CASH FLOWS FOR SIX MONTHS ENDED
    MARCH 31, 2004 AND 2003 (UNAUDITED)


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


                           VOLT INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
         MARCH 31, 2004 (UNAUDITED) AND SEPTEMBER 30, 2003 (AUDITED)

                                     ASSETS

                                                   (Unaudited)      (Audited)
                                                     March 31,    September 30,
                                                      2004             2003
                                                   ------------    -------------
Current Assets:
  Cash and cash equivalents                        $ 524,463           $249,993
  Commissions receivable                              88,000             30,022
  Prepaid expenses and other assets                    2,000              2,000
                                                   ------------    -------------
                        Total Current Assets         614,463            282,015

Property and equipment, net                         5,792,362          5,806,927

Other Assets:
  Goodwill                                         3,031,840          3,031,840
  Advances receivable                                342,826            347,326
                                                    -----------    -------------
                        Total Other Assets         3,374,666          3,379,166
                                                    -----------    -------------
                        Total Assets              $9,781,491         $9,468,108
                                                   ===========     ============

The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

<PAGE>
                           VOLT INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
         MARCH 31, 2004 (UNAUDITED) AND SEPTEMBER 30, 2003 (AUDITED)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                              (Unaudited)          (Audited)
                                               March 31,      September 30,
                                                 2004                2003
                                              --------------     ---------------
Current Liabilities:
  Accounts payable                             $ 48,982         $  51,663
                                              --------------     ---------------
                Total Current Liabilities        48,982            51,663

Commitments and Contingencies

Stockholders' Equity (Deficit):
  Class A Preferred Stock, $.001 par value,
  10,000,000 shares authorized at March 31,
  2004 and September 30, 2003, respectively,
  and 1,000,000 issued and outstanding at
  March 31, 2004 and September 30, 2003,
  respectively                                    1,000             1,000

  Class B Preferred Stock, no par value,
  125,000 shares authorized at March 31,
  2004 and September 30, 2003, respectively,
  and 0 shares issued and outstanding at
  March 31, 2004 and September 30, 2003,
  respectively                                        -                  -

  First Washington Class A Preferred Stock,
  no par value, 500,000 shares authorized at
  March 31, 2004 and September 30, 2003,
  respectively, and 500,000 shares issued
  and outstanding at March 31, 2004 and
  September 30, 2003, respectively                    -                  -

  Common Stock - $.001 par value; 25,000,000
  shares authorized at March 31, 2004
  and September 30, 2003, respectively and
  4,919,422 and 3,919,422 shares issued and
  outstanding at March 31, 2004 and
  September 30, 2003, respectively                4,919             3,919

  Additional paid-in capital                 13,166,519        13,024,019
  Accumulated deficit                        (3,439,929)       (3,612,493)
                                            ------------     ------------------
      Total stockholders' equity              9,732,509         9,416,445
                                            ------------     ------------------

  Total Liabilities and Stockholders' Equity $9,781,491        $9,468,108
                                            ============     ==================


   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.


<PAGE>


                           VOLT INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
        FOR THE SIX MONTHS AND THREE MONTHS ENDED MARCH 31, 2004 AND 2003


                                     (UNAUDITED)               (UNAUDITED)
                                   SIX MONTHS ENDED        THREE MONTHS ENDED
                                       MARCH 31                  MARCH 31
                                    2004        2003         2004        2003
                                  --------  ---------      ---------   --------

Revenues                      $ 1,212,216  $ 1,713,777  $  600,044  $ 1,218,811

Cost of Revenue                   670,592      982,336     299,536      760,526
                               ----------  -----------  ----------   ----------

Gross Profit (Loss)               541,624      780,441     300,508      458,285

Operating Expenses
   General and administrative     369,060      643,710     163,177      406,664
                               ----------  -----------   ---------    ---------

INCOME (LOSS) FROM CONTINUING
 OPERATIONS BEFORE INCOME TAXES   172,564      136,731     137,331       54,621

   Income taxes                        -            -           -            -
                               ----------- -----------   --------     --------
NET INCOME AVAILABLE TO COMMON
STOCKHOLDERS                  $   172,564   $  136,731  $ 137,331    $   54,621
                               =========== ===========  =========    ==========
BASIS AND DILUTED EARNINGS
PER SHARE:

NET INCOME AVAILABLE TO COMMON
STOCKHOLDERS                  $      0.04   $    0.03   $   0.03     $    0.01
                               ==========   =========   ========     =========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING       4,469,422   3,919,422  4,919,422     3,919,422
                               ==========   =========  =========     =========

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
<PAGE>




                           VOLT INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE SIX MONTHS ENDED MARCH 31, 2004 AND 2003


                                                      SIX MONTHS ENDED
                                                   (UNAUDITED)    (UNAUDITED)
                                                 MARCH 31, 2004  MARCH 31, 2003
                                              ----------------    --------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                    $    172,564        $ 136,731

  Adjustments to reconcile net income to net
   cash used by operating activities:
     Depreciation and amortization                    14,465           14,428
     Acquisition of Mortgage-Matic                        -           177,348

  Changes in assets and liabilities

    Prepaid expenses and other current assets             -             2,000
    Commissions receivable                          (57,978)              -
    Accounts payable                                 (2,681)           (3,750)
                                             ---------------     -------------
      Total adjustments                             (46,094)          186,062
                                             ---------------     --------------
      Net cash provided by (used in)
        operating activities                        126,470           322,793

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                    -            (45,500)
  Net change in advances receivable                   4,500                -
                                            ----------------     --------------
      Net cash provided by investing
        activities                                    4,500           (45,500)

CASH FLOWS FROM FINANCING ACTIVITIES
  Contributions of equity                           143,500            25,000
                                             ---------------     -------------
       Net cash provided by (used in)
        financing activities                        143,500            25,000
                                             ---------------     ------------

NET INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS                            274,470           302,293

CASH AND CASH EQUIVALENTS - BEGINNING OF
YEAR                                                249,993           172,521
                                             ---------------    --------------
CASH AND CASH EQUIVALENTS - END OF YEAR         $   524,463         $ 474,814
                                             ===============    ==============


   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

<PAGE>

                           VOLT INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION

                  The condensed consolidated unaudited interim financial
                  statements included herein have been prepared, without audit,
                  pursuant to the rules and regulations of the Securities and
                  Exchange Commission. The consolidated financial statements and
                  notes are presented as permitted on Form 10-QSB and do not
                  contain information included in the Company's annual
                  consolidated statements and notes. Certain information and
                  footnote disclosures normally included in financial statements
                  prepared in accordance with accounting principles generally
                  accepted in the United States of America have been condensed
                  or omitted pursuant to such rules and regulations, although
                  the Company believes that the disclosures are adequate to make
                  the information presented not misleading. The results for the
                  six months ended March 31, 2004 may not be indicative of the
                  results for the entire year.

                  These statements reflect all adjustments, consisting of normal
                  recurring adjustments which, in the opinion of management, are
                  necessary for fair presentation of the information contained
                  herein.

                  Volt Inc. and Subsidiaries is a power provider and marketer of
                  alternative energy and financial services. The Company is in
                  the initial stages of implementing its business plan.

                  Deerbrook Publishing Group, Inc. was a distributor of fine
                  arts. Effective March 31, 2001, Deerbrook Publishing Group,
                  Inc. entered into an agreement to spin off its subsidiaries;
                  Inter Arts, Inc. and Cimmaron Studios, Inc. As of March 31,
                  2001, the Company ceased it's printing and publishing business
                  and the shares of stock of its former operating subsidiaries
                  were distributed to certain shareholders. The Company did not
                  spin off Deerbrook Publishing, Deerbrook Publishing changed
                  its name to Volt, Inc. when on April 6, 2001, Denis C.
                  Tseklenis acquired 127,995 shares of the Company's common
                  stock, $.001 par value per share, which constituted
                  approximately 53% of the company's issued and outstanding
                  common stock for $255,000 and there was a change in control.
                  At this time, the Company effected a 1 for 100 reverse stock
                  split for its $.001 par value common stock.

                  In May, 2001, Mr. Tseklenis sold shares of stock of Arcadian
                  Renewable Power which owns the wind farm to the Company in
                  exchange for 1,000,000 shares of Preferred Convertible Stock.
                  The wind farm had a historical value of $5,700,000.

                  On May 17, 2002, the Company acquired First Washington
                  Financial Corporation, a company which provides financial
                  services in Bethesda, Maryland ("First Washington"). First
                  Washington, is a mortgage company whose emphasis lies in
                  residential mortgages in the greater Washington D.C. service
                  area. The combination was treated as a purchase with First
                  Washington becoming a wholly owned subsidiary of Volt, Inc.
                  Volt, Inc. recognized an intangible asset (goodwill) which
                  represented the amount of value received over the net assets
                  acquired. The operations of First Washington are included in
                  the consolidated statements of income for the year ended
                  September 30, 2002 from the date of inception May 17, 2002 to
                  September 30, 2002. There was no predecessor entity of First
                  Washington. The fair value of the transaction was recorded
                  based on the number of shares issued to First Washington
                  (2,000,000) at the fair value of the stock of Volt on the date
                  of acquisition net of a discount since the stock issued in the
                  acquisition was restricted stock ($1.50).


<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

                  The cost of the net assets purchased and liabilities assumed
                  approximated zero, however, the value of $3,000,000 was based
                  on the mortgage company's future earnings.

                  The Company acquired Opportunity Knocks, LLC. during the third
                  fiscal quarter of 2002 to rehab HUD homes and other properties
                  in Washington, D.C., Maryland and Virginia under the HUD Gift
                  Program. This acquisition was done simultaneously with the
                  acquisition of First Washington, and Opportunity Knocks is a
                  wholly owned subsidiary of the Company.

                  In fiscal 2003, the Company expanded its financial services
                  business, and brought in two businesses, that operationally
                  failed to meet the Company's business model. Subsequent to
                  these agreements being in force, the Company spun them out.
                  Additionally, the Washington Metropolitan Area market had not
                  met Company expectations, so the Company's subsidiary First
                  Washington acquired Yosemite Brokerage, Inc. in Oakhurst,
                  California, a few miles from the Company's headquarters. The
                  Company had issued Preferred Stock Class B, which has been
                  cancelled by the Company.

                  In July 2003 (effective August 1, 2003), First Washington
                  acquired Yosemite Brokerage, Inc. ("Yosemite"), a California
                  corporation for 500,000 shares of First Washington Class A
                  Preferred Stock. The acquisition was recorded for accounting
                  purposes as a purchase acquisition. The Company valued this
                  transaction at $200,000 ($.40 per share), which included the
                  recognition of $31,840 in goodwill.

                  The Company has three other power related wholly-owned
                  subsidiaries, Sun Volt, Inc., Sun Electronics, Inc. and
                  Arcadian Renewable Power, Inc.  Arcadian Renewable Power, Inc.
                  is the corporation that holds the Altamont Wind Farm in the
                  Altamont Pass in Livermore, California.

NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Principles of Consolidation

                  The condensed consolidated balance sheet for March 31, 2004
                  and consolidated balance sheet for September 30, 2003 and
                  condensed consolidated statements of income and cash flows for
                  the six months ended March 31, 2004 includes Volt Inc. and its
                  wholly-owned subsidiaries. Intercompany transactions and
                  balances have been eliminated in consolidation.

                  Use of Estimates

                  The preparation of financial statements in conformity with
                  accounting principles generally accepted in the United States
                  of America, requires management to make estimates and
                  assumptions that affect the reported amounts of assets and
                  liabilities and disclosures of contingent assets and
                  liabilities at the date of the financial statements and the
                  reported amounts of revenues and expenses during the reporting
                  period. Actual results could differ from those estimates.

<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Cash and Cash Equivalents

                  The Company considers all highly liquid debt instruments and
                  other short-term investments with an initial maturity of three
                  months or less to be cash or cash equivalents.

                  The Company maintains cash and cash equivalent balances at
                  several financial institutions which are insured by the
                  Federal Deposit Insurance Corporation up to $100,000.

                  Property and Equipment

                  Property and equipment are stated at cost. Depreciation is
                  computed primarily using the straight-line method over the
                  estimated useful life of the assets.

                  Furniture and fixtures                       5-7 years
                  Office and computer equipment                3-5 years
                  Wind Farm                                    40 years

                   Revenue Recognition

                  For the Company's power division, sold merchandise and revenue
                  was recorded under the accrual method of accounting.

                  For the Company's financial services division, they record
                  commission income upon the closing of their respective
                  transactions.

                  Advertising

                  Advertising costs are typically expensed as incurred.
                  Advertising expense was approximately $10,720 and $80,655 for
                  the six months ending March 31, 2004 and 2003, respectively.

                  Income Taxes

                  The income tax benefit is computed on the pretax loss based on
                  the current tax law. Deferred income taxes are recognized for
                  the tax consequences in future years of differences between
                  the tax basis of assets and liabilities and their financial
                  reporting amounts at each year-end based on enacted tax laws
                  and statutory tax rates.

                  Fair Value of Financial Instruments

                  The carrying amount reported in the condensed consolidated
                  balance sheet for cash and cash equivalents, advances
                  receivable, commissions receivable, accounts payable and
                  accrued expenses approximate fair value because of the
                  immediate or short-term maturity of these financial
                  instruments.




<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Earnings Per Share of Common Stock

                  Historical net income per common share is computed using the
                  weighted average number of common shares outstanding. Diluted
                  earnings per share (EPS) includes additional dilution from
                  common stock equivalents, such as stock issuable pursuant to
                  the exercise of stock options and warrants.

                  The following is a reconciliation of the computation for basic
                  and diluted EPS:


                                                        2004            2003
                                                        ----            ----

                  Net income                          $172,564        $136,731
                                                      --------        --------


                  Weighted- average common shares
                  Outstanding (Basic)                4,669,422       3,919,422

                  Weighted-average common stock Equivalents:
                           Stock options                    -               -
                           Warrants                         -               -
                                                     ----------      -----------

                  Weighted-average common shares
                  Outstanding (Diluted)              4,669,422       3,919,422
                                                      =========      =========


                  Deferred Financing Fees

                  The Company paid a $10,000 financing fee in connection with a
                  line of credit in April 2002. This fee was written off over a
                  one-year period of time. The unamortized balance at March 31,
                  2004 was $ -0-. Amortization of these fees were $-0- and
                  $5,000, respectively for the six months ended March 31, 2004
                  and 2003.

                  Goodwill

                  In June 2001, the FASB issued Statement No. 142 "Goodwill and
                  Other Intangible Assets". This Statement addresses financial
                  accounting and reporting for acquired goodwill and other
                  intangible assets and supersedes APB Opinion No. 17,
                  Intangible Assets. It addresses how intangible assets that are
                  acquired individually or with a group of other assets (but not
                  those acquired in a business combination) should be accounted
                  for in financial statements upon their acquisition. This
                  Statement also addresses how goodwill and other intangible
                  assets should be accounted for after they have been initially
                  recognized in the financial statements. This statement has
                  been considered when determining impairment of goodwill in
                  certain transactions. During fiscal 2003, the Company
                  recognized $31,840 of goodwill acquired in the Yosemite
                  transaction. There was no recognition of impairment of
                  goodwill during the six months ended March 31, 2004 and 2003.


<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003


NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Recent Accounting Pronouncement

                  On October 3, 2001, the FASB issued Statement of Financial
                  Accounting Standards No. 144, "Accounting for the Impairment
                  or Disposal of Long-Lived Assets" ("SFAS 144"), that is
                  applicable to financial statements issued for fiscal years
                  beginning after December 15, 2001. The FASB's new rules on
                  asset impairment supersede SFAS 121, "Accounting for the
                  Impairment of Long-Lived Assets and for Long-Lived Assets to
                  Be Disposed Of," and portions of Accounting Principles Board
                  Opinion 30, "Reporting the Results of Operations." This
                  Standard provides a single accounting model for long-lived
                  assets to be disposed of and significantly changes the
                  criteria that would have to be met to classify an asset as
                  held-for-sale. Classification as held-for-sale is an
                  important distinction since such assets are not depreciated
                  and are stated at the lower of fair value and carrying amount.
                  This Standard also requires expected future operating losses
                  from discontinued operations to be displayed in the period (s)
                  in which the losses are incurred, rather than as of the
                  measurement date as presently required.

                  Reclassifications

                  Certain amounts for the six months ended March 31, 2003 have
                  been reclassified to conform with the presentation of the
                  March 31, 2004 amounts. The reclassifications have no effect
                  on net income for the six months ended March 31, 2003.

NOTE 3-  PROPERTY AND EQUIPMENT

                  Property and equipment consist of the following at March 31,
                  2004:



                  Wind Farm                                     $5,700,000
                  Furniture and fixtures                            16,000
                  Leasehold improvements                             8,885
                  Computer and office equipment                    116,293
                                                               -----------
                                                                5,841,178
                  Less:  accumulated depreciation                   48,816
                                                               -----------
                  Net book value                                $5,792,362
                                                                ==========

                  Depreciation expense for the six months ended March 31, 2004
                  and 2003 was $14,565 and $9,428, respectively. There is no
                  depreciation recognized on the Wind Farm as it is non
                  operational until placed in service. In the Company's
                  acquisition of Yosemite in their fourth quarter of 2003, they
                  acquired $55,261 office and computer equipment.





<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 4-  ADVANCES RECEIVABLE

                  As of March 31, 2004, advances receivable were $342,826. There
                  was no interest due the Company on these loans, and the
                  amounts due at March 31, 2004, are deemed by management to
                  have no specific repayment terms.

NOTE 5-  DEPOSITS

                  During the quarter ended March 31, 2003, the Company's
                  subsidiary, Opportunity Knocks placed deposits down on four
                  homes in Virginia Beach, Virginia. Opportunity Knocks placed
                  $500 down per home for a total of $2,000.

NOTE 6-  STOCKHOLDERS' EQUITY

                  Common and Preferred Stock

                  Effective April 23, 2001, the Registrant effected a 1 for 100
                  reverse stock split for its common stock, $.001 par value per
                  share.

                  The Company issued 1,000,000 shares of Class A Preferred Stock
                  to Denis C. Tseklenis in consideration for the Wind Farm.

                  On April 6, 2001, Denis C. Tseklenis acquired 127,995 original
                  issue shares of the Company's common stock, $.001 par value
                  per share, which constituted approximately 53% of the
                  Company's issued and outstanding common stock. Mr. Tseklenis
                  paid the Company $255,000 for the common stock.

                  During the year ended September 30, 2001, in addition to the
                  initial acquisition by Denis C. Tseklenis, the Company had
                  issued 1,678,000 shares and cancelled 225,000 of common stock
                  for $366,711.

                  Prior to the initial acquisition by Denis C. Tseklenis, the
                  Company had issued 1,850,000 shares of common stock for
                  accrued payroll, accounts payable and services.

                  During the quarter ended December 31, 2001, 225,000 shares
                  were reissued that were cancelled from the prior year ended
                  September 30, 2001.




<PAGE>


                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 6-  STOCKHOLDERS' EQUITY (CONTINUED)

                  Common and Preferred Stock (Continued)

                  On May 17, 2002, the Company issued 2,000,000 shares of common
                  stock to acquire First Washington and thus it became a
                  wholly-owned subsidiary. The shares were valued at a fair
                  value at the time of the transaction ($1.50 per share) or
                  $3,000,000.

                  On January 1, 2003, the Company issued a board resolution for
                  the authorization of a new class of preferred stock, Class B
                  Preferred Stock, no par value. The Company authorized the
                  issuance of 125,000 shares of Class B Preferred Stock.

                  On July 1, 2003, First Washington issued a board resolution
                  for the authorization of a new class of preferred stock, Class
                  A Preferred Stock, no par value. First Washington authorized
                  the issuance of 500,000 shares of Class A Preferred Stock.

                  During fiscal 2003, the Company had issued shares of Class B
                  Preferred Stock, only to cancel them later in that fiscal
                  year. As of September 30, 2003, there were no shares of Class
                  B Preferred Stock issued and outstanding.

                  In July 2003 (effective August 1, 2003), First Washington
                  issued 500,000 shares of the Class A Preferred Stock, to
                  acquire Yosemite Brokerage, Inc. ("Yosemite"). The acquisition
                  was recorded for accounting purposes as a purchase
                  acquisition. The transaction was valued at $200,000 ($.40 per
                  share), which included goodwill of $31,840.

                  In November 2003, the Company issued 1,000,000 shares of
                  common stock. The stock was an additional payment on the Wind
                  Farm. The Company charged additional paid-in capital.

NOTE 7-  RELATED PARTY TRANSACTIONS

                  On January 1, 2003, the Company entered into a lease agreement
                  for the rental of office space for its home office. An officer
                  of the Company is a partner in the partnership that rents this
                  space to the Company. The lease is a five-year lease with a
                  five-year option, with rent of $2,750 per month.

                  Yosemite Brokerage, rents space from its officer. The lease
                  commenced February 1, 2000 and runs through January 31, 2005.
                  The monthly rents commenced at $5,600 per month and calls for
                  increase annually up to 3%. Rent expense for the six months
                  ended March 31, 2004 was $16,800. No rent expense was incurred
                  for the six months ended March 31, 2003.

                  The President of the Company owns a controlling percentage of
                  the common stock outstanding.





<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 8-  PROVISION FOR INCOME TAXES

                  Deferred income taxes will be determined using the liability
                  method for the temporary differences between the financial
                  reporting basis and income tax basis of the Company's assets
                  and liabilities. Deferred income taxes will be measured based
                  on the tax rates expected to be in effect when the temporary
                  differences are included in the Company's consolidated tax
                  return. Deferred tax assets and liabilities are recognized
                  based on anticipated future tax consequences attributable to
                  differences between financial statement carrying amounts of
                  assets and liabilities and their respective tax bases.

                  At March 31, 2004 and 2003, deferred tax assets consist of the
                  following:

                                                         2004          2003
                                                         ----          -----

                  Net operating loss carryforwards    $139,963         $165,889
                  Less:  valuation allowance          (139,963)        (165,889)
                                                     ----------       ---------

                                                      $     -0-        $    -0-
                                                     ==========       =========

                  At March 31, 2004 and 2003, the Company had federal net
                  operating loss carryforwards in the approximate amounts of
                  $424,129 and $414,723, respectively, available to offset
                  future taxable income. The Company established valuation
                  allowances equal to the full amount of the deferred tax assets
                  due to the uncertainty of the utilization of the operating
                  losses in future periods.

NOTE 9-           PENDING ACQUISITION

                  The Company in January 2004 reached an agreement to purchase
                  all of the outstanding shares of the Whittlesey hydro-electric
                  project on the Salmon River in Malone, New York from Franklin
                  Hydro for cash. The purchase will include the real estate,
                  turbines and power purchase agreement which runs approximately
                  seven more years at 8.25 cents per KWH produced.