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 June 30, 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 incorporation                 (IRS
         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 June 30, 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

                                                      Nine Months Ended
                                                           June 30

                                                    2004                2003

     Revenue                                    $ 2,140,293         $ 3,065,355
     Cost of Revenue                              1,209,224           1,511,534
                                                  ---------           ---------
     Gross profit                                   931,069           1,553,821
     Operating Expenses                             754,545           1,474,116
                                                  ---------           ---------
     Income from
         continuing operations                  $   176,544        $     79,705
                                                ===========        ============

     Gross profit argin                                 44%                 51%

     Earnings per share
       of common stock                          $      0.04        $       0.02

     Weighted average number of
       common shares outstanding                  4,752,755           3,919,422

For the nine months ended June 30, 2004, the Company generated $2,140,293 of
revenue, $931,069 of gross profit, $176,544 of net income, and $0.04 in earnings
per weighted average common share based upon a weighted average of 4,752,775
common shares outstanding. All of the Company's revenue for this period was from
its mortgage business.

For the nine months ended June 30, 2003, the Company generated $3,065,355 of
revenue, $1,511,534 of gross profit, $79,705 of net income, and $0.02 in
earnings per fully diluted common share based upon 3,919,422 fully diluted
common shares outstanding. All of the Company's revenue for this period was from
its mortgage business.

Revenue for the nine months ended June 30, 2004, decreased $925,062 from the
same period last year. Cost of revenue for the nine months ended June 30, 2004,
decreased $302,310 from the same period last year. Operating expenses for the
nine months ended June 30, 2004, decreased $719,591 from the same period last
year. Income from continuing operations for the nine months ended June 30, 2004,
increased $96,839 from the same period last year.

The Company attributes the decrease in revenue for the nine months ended June
30, 2004, to the closing of its mortgage business in the Washington, D. C. area.
The Company attributes the decrease in operating expenses and the corresponding
increase in income from continuing operations for the for the nine months ended
June 30, 2004, to the consolidation of the Company's mortgage business in the
Central Valley of California where the Company's senior management is now
located.
<PAGE>
                                                  Three Months Ended
                                                         June 30
                                                 2004                2003

 Revenue                                      $ 928,077         $ 1,302,578
 Cost of Revenue                                538,632             529,198
                                                -------           ---------
 Gross profit                                   389,445             773,380
 Operating Expenses                             385,465             753,406
                                                -------             -------
 Income from
   continuing operatios                       $   3,980         $    19,974
                                              =========         ===========

 Gross profit margin                                42%                 59%

 Earnings per share
   of common stock                            $    0.00         $      0.01

 Number of common shares
   outstanding                                4,919,422           3,919,422

For the three months ended June 30, 2004, the Company generated $928,077 of
revenue, $398,445 of gross profit, $3,980 of net income, and $0.00 in earnings
per fully diluted common share based upon 4,919,422 fully diluted common shares
outstanding. All of the Company's revenue for this period was from its mortgage
business.

For the three months ended June 30, 2003, the Company generated $1,302,578 of
revenue, $773,380 of gross profit, $19,974 of net income, and $0.01 in earnings
per fully diluted common share based upon 3,919,422 fully diluted common shares
outstanding. All of the Company's revenue for this period was from its mortgage
business.

Revenue for the three months ended June 30, 2004, decreased $374,501 from the
same period last year. Cost of revenue for the three months ended June 30, 2004,
increased $9,434 from the same period last year. Operating expenses for the
three months ended June 30, 2004, decreased $367,941 from the same period last
year. Income from continuing operations for the three months ended June 30,
2004, decreased $15,994 from the same period last year.

The Company attributes the decrease in revenue for the three months ended June
30, 2004, to the closing of its mortgage business in the Washington, D. C. area.
The Company attributes the increase in its cost of revenue and the corresponding
decrease in income from continuing operations for the three months ended June
30, 2004, to the fact that two periods of commissions were paid in the reported
period. In the future, the Company intends to pay commissions in the same period
as corresponding revenue is generated thereby eliminating fluctuations in income
from continuing operations

The Company's primary source of revenue is its mortgage business. In late summer
of 2003, the Company determined to discontinue its mortgage business operations
in the Washington D.C. metropolitan area due to increasing cost of revenue,
increasing operating expenses and decreasing revenues. The Company determined
that the increased costs and decreasing revenues were a direct consequence of
lack of senior management oversight. The Company determined to move its mortgage
business to California's Central Valley for two reasons; California's Central
Valley is the fastest growing housing market in California, and senior
management is located in central California. To facilitate the move to Central
California, the Company acquired Yosemite Mortgage Brokers, Inc.
<PAGE>
                          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.

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.

The company has devoted substantial time and resources to the energy side of the
business in the last few quarters and determined to pursue a path into the coal
sector as well as moving forward in the alternative energy markets. We are
currently in the final stages of negotiations with both the unions and holders
of additional large coal reserves to fulfill our obligations with our initial
coal order of 10 million tons of coal at $21 per ton f.o.b. over 84 months
totaling $210 million dollars. The company expects the coal side of the business
to provide a major source of revenue along with more coal orders currently being
pursued. In order to handle more efficiently the increased work load of the
company, we will be announcing the addition of both a new President and a Chief
Financial Officer/Treasurer. The two new officers will also serve on the Board
of Directors.

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

INDEX TO EXHIBITS.

EXHIBIT
NUMBER        DESCRIPTION OF DOCUMENT

     1        VOLT INC. AND SUBSIDIARIES FINANCIAL STATEMENTS
  31.1        Section 302 Certifications
  32.1        Section 906 Certifications

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 August 23, 2004              /s/Denis C. Tseklenis
                                  Denis C. Tseklenis
                                  Chief Executive Officer
                                  Chairman of the Board
<PAGE>
EXHIBIT 1 - Financial Statements

                           VOLT INC. AND SUBSIDIARIES
              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED):

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

    STATEMENTS OF OPERATIONS THE NINE AND THREE MONTHS ENDED
       JUNE 30, 2004 AND 2003 (UNAUDITED)

    STATEMENTS OF CASH FLOWS FOR NINE MONTHS ENDED
       JUNE 30, 2004 AND 2003 (UNAUDITED)

    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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

                                            (UNAUDITED)        (AUDITED)
                                              JUNE 30,        SEPTEMBER 30,
                                               2004               2003

CURRENT ASSETS
    Cash and cash equivalents           $     379,813       $     249,993

    Commissions receivable                    290,684              30,022

    Prepaid expenses and other assets           2,000              2,000
                                         ------------       ------------

Total current assets                          672,497            282,015

PROPERTY AND EQUIPMENT - Net                5,785,080          5,806,927

OTHER ASSETS
    Goodwill                                2,859,412          2,859,412
                                         ------------       -------------
                                            2,859,412          2,859,412
                                         ------------       ------------
TOTAL ASSETS                             $  9,316,989      $   8,948,354
                                         ============      =============

     See accompanying notes to condensed consolidated financial statements.
<PAGE>
                           VOLT INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
           JUNE 30, 2004 (UNAUDITED) AND SEPTEMBER 30, 2003 (AUDITED)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                         (UNAUDITED)         (AUDITED)
                                           JUNE 30,         SEPTEMBER 30,
                                             2004              2003

CURRENT LIABILITIES

    Accounts payable and accrued expenses     185,154             51,663
                                          -----------        ------------
Total current liabilities                     185,154             51,663

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Class A Preferred Stock, $.001 par
    value, 10,000,000 shares
    authorized at June 30, 2004 and
    September 30, 2003, respectively,
    and 1,000,000 issued and outstanding
    at June 30, 2004 and September 30,
    2003, respectively                          1,000                1,000

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

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

  Common stock, $.001 par value 25,000,000
   shares authorized at June 30, 2004 and
   September 30, 2003, respectively, and
   4,919,422 and 3,919,422 shares issued
   and outstanding at June 30, 2004 and
   September  30,  2003, respecitvely           4,919                3,919

  Additional paid-in capital               13,793,247           13,735,647

  Accumulated deficit                      (4,667,331)          (4,843,875)
                                           ----------           ----------

  Total stockholders' equity (deficit)      9,131,835            8,896,691
                                           ----------           ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)                        $ 9,316,989          $ 8,948,354
                                          ===========          ===========

See accompanying notes to condensed consolidated financial statements.
<PAGE>
                           VOLT INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 2004


                                       (UNAUDITED)           (UNAUDITED)
                                  NINE MONTHS ENDED     THREE MONTHS ENDED
                                        JUNE 30,             JUNE 30,
                                   2004        2003         2004       2003

REVENUE                       $ 2,140,293  $ 3,065,355  $  928,077  $ 1,302,578

COST OF REVENUE                 1,209,224    1,511,534     538,632      529,198
                              -----------   ----------   ---------  -----------

GROSS PROFIT                      931,069    1,553,821     389,445      773,380

OPERATING EXPENSES

    General and administrative    754,525    1,474,116     385,465      753,406
                              -----------   ----------   ---------   ----------

INCOME (LOSS) FROM
   CONTINUING OPERATIONS
   BEFORE INCOME TAXES            176,544       79,705       3,980       19,974

  Income taxes                        -              -           -            -
                               ----------   ----------   ---------   ----------

NET INCOME AVAILABLE TO
   COMMON STOCKHOLDERS       $    176,544       79,705       3,980       19,974
                              ===========   ==========   =========   ==========

BASIC AND DILUTED EARNINGS PER SHARE:

NET INCOME  AVAILABLE TO
COMMON STOCKHOLDERS          $       0.04   $     0.02   $    0.00   $     0.01

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING    4,752,755    3,919,422   4,919,422    3,919,422


     See accompanying notes to condensed consolidated financial statements.
<PAGE>

                           VOLT INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND 2003


                                                     NINE MONTHS ENDED
                                                (UNAUDITED)       (UNAUDITED)
                                               JUNE 30, 2004     JUNE 30, 2003
                                               -------------     --------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                     $    176,544      $     79,705

Adjustments to reconcile net income to
  net cash provided by operating activities:

    Depreciation and amortization                    21,847            19,114

    Acquisition of Mortgage-Matic                         -           177,384

    Changes in assets and liabilities:

    Prepaid expenses and other current assets             -            (2,000)

    Commissions receivable                         (260,662)                -

    Accounts payable                                133,491             4,499
                                                ------------      ------------

              Total adjustments                    (105,324)          198,997
                                                ------------      ------------

        Net cash provided by operating activities    71,220           278,702
                                                ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchases of property and equipment                   -           (45,500)
                                                ------------      ------------

       Net cash (used in) investing activities            -           (45,500)
                                                ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

    Contributions of equity                          58,600            25,000
                                                ------------      ------------


        Net cash provided by financing activities    58,600            25,000
                                                ------------      ------------

NET CHANGE IN CASH AND CASH EQUIVALENTS             129,820           258,202

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                               249,993           172,521
                                                ------------      ------------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                 $   379,813       $   430,723
                                                ===========       ============

NON CASH INVESTING AND FINANCING ACTIVITIES
   Preferred stock issued for the acquisition of
        Heritage Mortgage                       $        -        $   100,000
                                               ============       ============

     See accompanying notes to condensed consolidated financial statements.
<page>
                           VOLT INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 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
                  nine months ended June 30, 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)
                             JUNE 30, 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.

                  As noted in Note 9, the Company has been addressing response
                  letters to the Securities and Exchange Commission's comment
                  letters dated February 4, 2003, May 30, 2003 and August 11,
                  2003. The Company has amended these condensed consolidated
                  financial statements for the balance sheet at September 30,
                  2003 (audited) to restate certain transactions that occurred
                  prior to the current fiscal year. These adjustments were to
                  reclassify $711,628 previously recorded as reversal of
                  payables, to reclassify a portion of its goodwill acquired in
                  the First Washington Corporation transaction as cash in the
                  amount of $172,428 and has reclassified $347,326 previously
                  classified as notes receivable to general and administrative
                  expenses. These transactions resulted in a decrease in the
                  accumulated deficit to ($4,843,875) at September 30, 2003. In
                  addition for the six months ended March 31, 2004, the Company
                  has reclassified $4,500 previously classified as notes
                  receivable to accrued expenses. This transaction resulted in
                  no change to its previously stated net income and accumulated
                  deficit for the nine-month period. The comparative statements
                  of income for the nine and three months ended June 30, 2004
                  and 2003, and comparative statements of cash flows have not
                  been restated since none of the amendments above relate to
                  those periods.

                  The Company is in process of amending all prior periods that
                  these restatements relate to.

<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003

NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Principles of Consolidation

                  The condensed consolidated balance sheet for June 30, 2004 and
                  consolidated balance sheet for September 30, 2003 and
                  condensed consolidated statements of income and cash flows for
                  the nine months ended June 30, 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.

                  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 is included in general and administrative
                  expenses for the nine months ended June 30, 2004 and 2003,
                  respectively.

<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003

NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  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.

                  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                               $176,544     $79,705
                                                           --------     -------

                  Weighted- average common shares
                  Outstanding (Basic)                     4,752,755   3,919,422

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

                  Weighted-average common shares
                  Outstanding (Diluted)                   4,752,755   3,919,422
                                                          =========   =========




<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003


NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  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 June 30,
                  2004 was $ -0-. Amortization of these fees were $-0- and
                  $5,000, respectively for the nine months ended June 30, 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 nine months ended June 30, 2004 and 2003.

                  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 nine months ended June 30, 2003 have
                  been reclassified to conform with the presentation of the June
                  30, 2004 amounts. The reclassifications have no effect on net
                  income for the nine months ended June 30, 2003.





<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003


NOTE 3-  PROPERTY AND EQUIPMENT

                  Property and equipment consist of the following at June 30,
                  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                     56,098
                                                                  ----------
                  Net book value                                  $5,785,080
                                                                  ==========

                  Depreciation expense for the nine months ended June 30, 2004
                  and 2003 was $21,847 and $19,114, 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.

                  The Company upon acquisition of the Wind Farm, has classified
                  this asset under property and equipment. The Wind Farm
                  consists of hundreds of nonoperational turbines located in
                  California. The Company has received independent valuations on
                  the Wind Farm that have valued it in excess of $14,000,000.
                  The Company would need to spend in excess of $5,000,000 to
                  bring these assets into operational use, at which time the
                  Company would depreciate them over their estimated useful life
                  of 40 years. Consequently, there is no depreciation recognized
                  on the Wind Farm for the nine months ended June 30, 2004 and
                  2003. The Company did receive miscellaneous parts that have
                  not been valued for the condensed consolidated balance sheets,
                  that it sells from time to time, and the Company records the
                  income in their condensed consolidated statements of
                  operations when these sales occur.

NOTE 4-  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.





<PAGE>


                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003

NOTE 5-  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.

                  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.


<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003

NOTE 6-  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 nine months
                  ended June 30, 2004 was $50,400. No rent expense was incurred
                  for the nine months ended June 30, 2003.

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

NOTE 7-  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 June 30, 2004, deferred tax assets consist of the
following:



                  Net operating loss carryforwards             $410,000
                  Less:  valuation allowance                   (410,000)
                                                              ----------

                                                               $    -0-

                  At June 30, 2004, the Company had federal net operating loss
                  carryforwards in the approximate amounts of $1,545,000,
                  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 8-           PENDING ACQUISITIONS

                  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.



<PAGE>



                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003


NOTE 8-           PENDING ACQUISITIONS (CONTINUED)

                  The Company in August 2004, received a Sales and Purchase
                  Agreement for Coal Ore to be sold and delivered on a FOB basis
                  to buyer in the amount of ten million metric tons of coal for
                  84 months with options to renew at year five of the term. The
                  contract calls for a minimum of 55,000 tons per month +/- 5%
                  to be delivered at $21 per ton for a contract price of
                  $210,000,000. Revenue on a monthly basis for the order will be
                  between $1,000,000 and $3,000,000 dependent on site loading,
                  labor, work, shipping, permits and weather conditions.
                  Payments on delivery will be serviced from a letter of credit
                  posted by the buyer and drawn on a major bank. Sun Volt, a
                  wholly owned subsidiary of the Company will oversee the
                  day-to-day operations which will be managed by Lancaster
                  International Corporation. The contract calls for the delivery
                  of the coal to begin within 120 days and the Company expects
                  to meet the requirements and specifications of the order on a
                  timely basis.


NOTE 9-           RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

                  The Company has been addressing response letters to the
                  Securities and Exchange Commission's comment letters dated
                  February 4, 2003, May 30, 2003 and August 11, 2003. The
                  Company has amended these condensed consolidated financial
                  statements for the balance sheet at September 30, 2003
                  (audited) to restate certain transactions that occurred prior
                  to the current fiscal year. These adjustments were to
                  reclassify $711,628 previously recorded as reversal of
                  payables, to reclassify a portion of its goodwill acquired in
                  the First Washington Corporation transaction as cash in the
                  amount of $172,428 and has reclassified $347,326 previously
                  classified as notes receivable to general and administrative
                  expenses. These transactions resulted in a decrease in the
                  accumulated deficit to ($4,843,875) at September 30, 2003. In
                  addition for the six months ended March 31, 2004, the Company
                  has reclassified $4,500 previously classified as notes
                  receivable to accrued expenses. This transaction resulted in
                  no change to its previously stated net income and accumulated
                  deficit for the nine-month period. The comparative statements
                  of income for the nine and three months ended June 30, 2004
                  and 2003, and comparative statements of cash flows have not
                  been restated since none of the amendments above relate to
                  those periods.

                  The Company is in process of amending all prior periods that
                  these restatements relate to.