U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

          [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
               EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2003

          [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934 For the transition period from_____ to _____

                        COMMISSION FILE NUMBER: 000-32849

                             ACCUPOLL HOLDING CORP.
                 (Name Of Small Business Issuer In Its Charter)

                 Nevada                                  11-2751630
     -------------------------------       ------------------------------------
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                15101 Red Hill Ave. Suite # 220, Tustin, Ca 92780
                    (Address Of Principal Executive Offices)

                    ISSUER'S TELEPHONE NUMBER: (949) 200-4000

        SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

       TITLE OF EACH CLASS     NAME OF EACH EXCHANGE ON WHICH REGISTERED
       -------------------     -----------------------------------------
               N/A                                N/A

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                          COMMON STOCK, PAR VALUE $.001

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. YES X   NO
                                                                      ---  ---

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

         State issuer's revenues for its most recent fiscal year $ 0.

         The aggregate market value of voting and non-voting  common equity held
by non-affiliates of the registrant as of May 24, 2004: Common stock,  $.001 par
value: $91,974,610

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

         Check whether the issuer has filed all  documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under plan confirmed by court. YES     NO
                                                             ---    ---

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

                      148,449,049 Shares as of May 24, 2004

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

             Transitional Small Business Disclosure Format: YES      NO  X
                                                               ---      ---


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PART I

FORWARD LOOKING STATEMENTS

Various  statements  in this Form  10-KSB/A or in future  filings by us with the
Securities and Exchange Commission, in our press releases and in oral statements
made by or with the approval of authorized personnel constitute "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Forward-looking  statements are based on current  expectations and are
indicated  by  words  or  phrases  such  as  "anticipate",  "could",  "currently
envision",  "estimate",  "expect",  "intend",  "may",  "project",  "seeks",  "we
believe",  "will",  and similar  words or phrases and involve  known and unknown
risks,   uncertainties   and  other  factors  that  may  cause  actual  results,
performance  or  achievements  to differ  materially  from any  future  results,
performance  or  achievements  expressed  or  implied  by those  forward-looking
statements.  Some of the factors that could affect our financial  performance or
cause  actual  results to differ  from our  estimates  in, or  underlying,  such
forward-looking  statements  are set forth under the heading of "Risk  Factors".
YOU ARE  STRONGLY  URGED  TO  CONSIDER  CAREFULLY  THE  RISK  AND  UNCERTAINTIES
DESCRIBED  IN "RISK  FACTORS".  Forward-looking  statements  include  statements
regarding,  among other items:  our  anticipated  business  strategy,  goals and
objectives  and our  plans  with  respect  to  federal  qualification  or  state
certifications.

These  forward-looking  statements are based largely on our expectations and are
subject  to a number of risks and  uncertainties,  many of which are  beyond our
control.  Actual  results  could differ  materially  from these  forward-looking
statements as a result of the facts described in "Risk Factors". We undertake no
obligation to update publicly or revise any forward-looking statements,  whether
as a result of new  information,  future events or otherwise.  In light of these
risks  and  uncertainties,   we  cannot  assure  you  that  the  forward-looking
information contained in this Form 10-KSB/A will, in fact, transpire.

ITEM 1. DESCRIPTION OF BUSINESS

THE COMPANY

AccuPoll  Holding  Corp.  ("AccuPoll",  "we" or  "us")  was a  development-stage
company  at June 30,  2003  that  seeks to  become a leader  in  developing  and
marketing  computerized  voting  machines  and  their  associated  products  and
services for use in federal, state, local and private elections. We believe that
we are currently the only publicly traded company focused solely on the election
industry.

We have  developed  a direct  recording  electronic  (DRE)  voting  system  that
provides a  voter-verified  paper  audit  trail  that is both human and  machine
readable.  Our system  was  qualified  as  meeting  the  federal  voting  system
standards  on  March  25,  2004 and we  believe  that it is  currently  the only
electronic  voting system  providing  these  features that is so qualified.  Key
benefits of our voting system include:  an intuitive touch screen interface,  an
audit capability that includes  multiple copies of the electronic  records and a
voter-verified  paper  audit  trail  (VVPAT)  that is  both  human  and  machine
readable. Additional benefits include the ability to support multiple languages,
to provide  under/over-vote  warnings,  the use of software based on open source
products (E.G.,  Linux) and open standards (E.G., XML,  Unicode,  Java), and the
use of non-proprietary hardware.

As of May 17,  2004,  our DRE  voting  system  was  certified  by the  states of
Arkansas,  South Dakota and Utah.  Currently,  we are in the process of applying
for certification in additional states.

Our objective is to protect an  individual's  right to vote by insuring  access,
accuracy,  privacy and integrity in the voting process and in so doing to become
the leading  provider of polling  place  electronic  voting  solutions  that are
reliable, accurate, immediate, confidential, secure, easy-to-use and auditable.


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CORPORATE HISTORY

We were incorporated in the State of Nevada on January 30, 1985 with the name of
"Kiwi  Ventures,  Ltd." On  November  4, 1985,  we changed  our name to "Western
International  Pizza  Corporation"  and owned and operated 17 Godfather's  pizza
franchise   restaurants   in  Arizona  until  we  ceased  those   operations  in
approximately 1990.

Our current  operations  began in August 2001 with the  formation  of  AccuPoll,
Inc., a Delaware corporation.  On May 20, 2002, we entered into a share exchange
with AccuPoll,  Inc.  Pursuant to the exchange,  all of the  outstanding  common
stock and warrants of AccuPoll,  Inc. were exchanged for our shares. As a result
of the exchange,  the stockholders of AccuPoll,  Inc. acquired 75,500,000 shares
of our common stock,  which  represented  approximately  98.7% of our issued and
outstanding common stock immediately after the exchange. Following the exchange,
we changed our name to "AccuPoll Holding Corp."

We are headquartered in Tustin,  California.  Our mailing and principal business
address is 15101 Red Hill  Avenue,  Suite 220,  Tustin,  California  92780.  Our
telephone number is (949) 200-4000.

We file  annual,  quarterly  and current  reports,  proxy  statements  and other
information  with the  Securities and Exchange  Commission.  Copies of materials
that we file with the  Securities  and Exchange  Commission are available at its
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain  information  on the operation of the Public  Reference  Room by calling:
1-800-SEC-0330.  The  Securities and Exchange  Commission  maintains an Internet
site at  (HTTP://WWW.SEC.GOV)  that contains our reports,  proxy and information
statements,  and other information  regarding  issuers that file  electronically
with the Securities and Exchange  Commission.  Our Internet  website  address is
WWW.ACCUPOLL.COM.

OUR BUSINESS IS SUBJECT TO NUMEROUS  RISKS AND  UNCERTAINTIES,  YOU ARE STRONGLY
URGED TO  CONSIDER  CAREFULLY  THE RISKS AND  UNCERTAINTIES  DESCRIBED  IN "RISK
FACTORS" BELOW IN THIS ITEM 1.

INDUSTRY BACKGROUND

Elections, especially those in democratic countries, are held under the auspices
of various  government  systems.  Until the 1960's  almost  all  elections  were
conducted with manually counted  pre-printed  paper ballots and  lever-activated
mechanical  voting machines,  commonly known as lever machines.  Lever machines,
which are  cumbersome  to use and consist of hundreds of moving  parts,  require
significant  maintenance  and are  expensive to warehouse  and  transport.  This
method of voting and recording of votes, in addition to being  inefficient,  was
susceptible  to  inaccuracies,   significant   time  delays,   other  mechanical
difficulties,  and in some instances manipulation.  In 1964, the Votomatic punch
card  voting  system  was  patented.  While this  system  has not been  actively
manufactured  since the mid 1980s,  it remains  the most  widely  used system in
North America. In the early 1980's,  optical scan voting systems were introduced
and began to penetrate the election equipment market place on a relatively small
scale.  According to a study conducted by the California Institute of Technology
and Massachusetts  Institute of Technology,  market penetration for optical scan
voting  systems grew to slightly over 25% of the installed  voting  machine base
nationwide as of July 2001.

In recent years,  the election  industry has begun to computerize in response to
increased public acceptance and familiarity with using computers. The benefit of
computers is that they offer the  opportunity  to count ballots  accurately  and
quickly.  Additionally,  computer  technology has created the potential for more
convenient   participation,   accessibility   for   disabled   voters   to  vote
independently  and the  elimination  of pre-printed  paper ballots.  Service and
support  have  also  become  increasingly  important  components  of the  newer,
technologically  advanced voting systems.  While the employment of technology is
becoming more generally accepted,  we believe that many voting systems currently
being marketed lag in the application of state-of-the-art computer technology.

To our knowledge,  none of the voting systems on the market produced and sold by
the four largest voting system vendors (Diebold Election Systems, Sequoia Voting
Systems,  Election Systems + Software and Hart InterCivic)  currently  produce a
voter-verified  paper audit trail.  Many of our competitors  continue to receive
poor reviews from the academic,  information-security  and political communities
for inadequate security, deficient software coding standards,  inadequate change
management practices, and lack of a voter verified paper audit trail. We believe
that

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some of these systems continue to operate with non-certified  software, and lack
robustness and flexible functionality.

DRE voting  systems  are  computer-based  systems  first and  voting  appliances
second.  Because every computer system is susceptible to programming bugs and/or
possible tampering, we believe that computerized voting systems must provide for
an independent,  voter verified artifact of each voter's intent. We believe that
in order to  provide a system  that the voter  can have  confidence  in, we must
provide a voter with a  voter-verified  paper audit trail. Our DRE voting system
provides for both a secure  electronic  recording  of the voting  process and an
indelible  voter-verified  paper-audit  trail that  satisfies the federal voting
system standards for  record-keeping  that is maintained  independently from the
electronic results.

MARKET OPPORTUNITY

The U.S. presidential election of November 2000 had a significant and disruptive
impact  on the  nation.  According  to a report  from  California  Institute  of
Technology and Massachusetts Institute of Technology,  approximately 1.5 million
votes were lost in 2000 because of difficulties in either using voting equipment
or  recording  the results of those votes.  The  difficulties  experienced  with
accuracy and verifiability, particularly with punch card systems, have generated
opportunities for manufacturers of electronic voting systems. Following the 2000
election,  the U.S.  Congress enacted the Help America Vote Act of 2002 or HAVA.
HAVA was signed into law by President  Bush on October 29, 2002.  HAVA  expanded
the federal  government's  role in elections  through  mandates,  standards  and
funding.  The U.S.  Congress  authorized  a total of $3.9 billion to help states
implement HAVA. In 2003, $650 million was disbursed to the states under HAVA. Of
this $650 million,  half of the funds were  designated to replace punch card and
lever voting machines and the balance could be used by the states to comply with
HAVA's  requirements and implement other  improvements to the  administration of
elections.  An  additional  $3 billion is  authorized to help states fund HAVA's
requirements  for updating  voting  systems,  allowing  disabled  voters to vote
independently, providing provisional ballots, creating and maintaining statewide
voter registration  lists,  training poll workers,  and educating voters.  These
funds are  distributed  to a state  annually over a three-year  period after the
state  certifies that it has developed a plan to use the funds to implement HAVA
requirements.  States  are also  obligated  to  provide  a five  percent  match.
Beginning in May 2004, the newly created Elections  Assistance  Commission began
receiving state certifications,  and as each state's certification is processed,
funds will be disbursed.  Beginning on January 1, 2006, HAVA requires that state
voting  systems:

         o    Permit  the voter to review the votes  selected  and change or
              correct votes before the ballot is cast;

         o    Notify  the voter if he or she casts  more than one vote for a
              single  office and  provide  an  opportunity  to  correct  the
              ballot;

         o    Produce a permanent paper record with a manual audit capacity;

         o    Provide disability access,  including nonvisual access for the
              blind and  visually  impaired,  in a manner that  provides the
              same  opportunity  for  access  and  participation  (including
              privacy and independence) as for other voters;

         o    Provide alternative language accessibility; and

         o    Comply with error rate standards.

Further,  each  state  is  required  to  adopt  uniform  and  non-discriminatory
standards for what constitutes a vote and how it will be counted.

According  to the  National  Association  of  Secretaries  of  State  there  are
approximately  200,000  polling  places in the  United  States,  covering  7,000
jurisdictions,  with 1.4 million  polling  place  workers  supervised  by 22,000
election officials.  According to surveys conducted by the National  Association
of  Counties  the  typical  polling  place in the  United  States  is  currently
configured to contain an average of seven voting stations.  On election day, the
100 million  voters in the United  States use over 1.4 million  voting  machines
where  approximately  60% of the voting


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sites are currently using antiquated punch, lever, or paper ballot technologies.
These are the same machine types for which HAVA mandates replacement by 2006. We
are targeting these polling places with our  touch-screen  electronic DRE voting
product.

OUR PRODUCTS

The  AccuPoll DRE voting  system  consists of one or more voting  stations  that
offer voters an "ATM-like" interface,  and that prepare and print voter verified
paper  records,  also known as "Proof of Vote" or "voter  verified  paper  audit
trail",  for  machine  or hand  counting.  Each  in-precinct  voting  station is
physically connected by means of a local area network to a voting administrative
workstation.  The entire  in-precinct  system is not  connected  to any  network
outside of the polling place during voting hours. The user-friendly touch screen
interface provides the user easy to follow instructions.  The system is compact,
sturdy and has an estimated useful life of at least five years.

Once a voter  makes his or her  choices,  a Proof of Vote is printed on paper by
the voting  station.  The voter can then  examine the Proof of Vote for accuracy
before depositing it into a ballot box. If the Proof of Vote does not accurately
reflect the voter's intent, that voter can then notify a polling place official.
The official will then void the electronic ballot and its corresponding Proof of
Vote,  and allow the voter to re-vote.  Importantly,  while the Proof of Vote is
printed,  the voter's  electronic ballot is stored locally on the voting station
and is also immediately  transmitted to the polling place voting  administrative
workstation.  Thus, when the polling place closes,  multiple redundant copies of
the electronic ballots are available in addition to the paper Proofs of Vote. At
no time is the voter's identity  associated with either the electronic ballot or
the paper Proof of Vote. Accordingly, each ballot is securely stored in multiple
locations  and in forms that can be readily  cross-audited  against  each of the
other ballot representations.

We have based our system software on open standards (JAVA language, Unicode, and
XML for the ballot and behavior specifications). As a result, we have eliminated
the need to deploy  proprietary  technologies  that are expensive to acquire and
maintain and which we believe  often lack the  flexibility  to adapt  quickly to
meet  changing  voting  system  standards.  Our  solutions  are  scalable in the
software and hardware design.  Our hardware  components are "off the shelf", and
replacement  parts, such as printers,  are readily  available,  thereby reducing
maintenance costs and unit downtime.

We have designed our product with both the voter and election  administrator  in
mind.  To our  knowledge,  we have created the only voting  system that has been
qualified  as  meeting  federal  voting  system  standards  and  that  offers  a
voter-verified paper audit trail that is both human and machine readable, and is
readily  accessible and easily  employable by disabled  voters.  Examples of our
system's disability  accommodating functions include a special tactile keypad to
facilitate ease of navigation for the blind,  Braille text on the keypad,  audio
ballot support in the voter's selected language,  recognition of non-human touch
from users with prosthetic limbs, and wheelchair accessibility. The touch screen
function is user-friendly  and has been designed to minimize  potential  errors.
Other notable features include the ability to:

         o    support multiple  languages,  both on-screen and in audio (all
              languages supported by Java/Unicode);

         o    alter visual schemes to better enable those with modest visual
              impairments, such as color blindness;

         o    notify  electronically  the voting  administrator of equipment
              malfunction(s);

         o    spoil an erroneous ballot before the voter deposits his or her
              Proof of Vote into the ballot box; the ability to provide full
              support for provisional ballots as required by HAVA; and

         o    record write-in candidates.

Elections  officials  also enjoy  benefits from our system as it eliminates  the
need for costly pre-printed paper ballots. The election tabulation and reporting
functions  greatly  enhance the  reliability and accuracy of the voting process.
Furthermore,  the non-proprietary hardware ensures greater inter-operability and
ease of repairs or upgrades.

We have entered into a contract for the manufacture of our current product which
is comprised of a printer,  touch screen,  computer  processing unit, smart card
reader, integrated case, power supply and related control software. The contract
requires us to acquire the product exclusively from this manufacturer unless the
manufacturer is unable to produce and deliver on time our required quantity.  We
believe that other  manufacturers  would be available to


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manufacture  the  product  should  this  manufacturer  become  unavailable.  The
manufacturer  may change prices upon 60 days prior written  notice to us. Unless
sooner  terminated,  the agreement expires in December 2006. As of May 24, 2004,
the manufacturer and its president own 766,000 shares of our common stock. For a
discussion of risks with respect to this arrangement, please see "Risk Factors -
Risks Relating to Our Business - We rely on a third-party manufacturer".

BUSINESS STRENGTHS

Our key business strengths are described below:

OUR PRODUCT IS A FEDERALLY  QUALIFIED  VOTING SYSTEM WITH A VOTER VERIFIED PAPER
AUDIT  TRAIL THAT IS BOTH HUMAN AND MACHINE  READABLE.  On March 25,  2004,  the
AccuPoll  voting system was qualified as being  compliant  with the 1990 federal
voting  system  standards,  as to hardware,  and the 2002 federal  voting system
standards, as to software. We believe that our technology is currently unmatched
in its  capability  to  simultaneously  produce  multiple  copies of  electronic
ballots  (recorded on both the polling place voting  administrative  workstation
and  the  local   voting   station),   as  well  as  generate  an   independent,
voter-verified  paper audit  trail,  which is  completely  auditable  and can be
optically  scanned.  We  believe  the  ability  of our system to provide a fully
auditable  paper record of the election is critical,  as HAVA  requires that any
voting system purchased with federal funds produce a permanent paper record with
a manual audit  capacity  that will be  available as an official  record for any
recount.

WE ARE  WELL  POSITIONED  TO  TAKE  ADVANTAGE  OF THE  CURRENT  MARKETPLACE  AND
ENVIRONMENT  OF  ELECTION  REFORM.  We believe  that we have  designed  the most
advanced  electronic voting product that meets the current federal voting system
standards  and the  requirements  of HAVA, as well as addresses  current  voting
systems'  technology  deficiencies.  We  believe  that we are first to market in
terms of designing a voting system that complies with both the  requirements  of
HAVA and the federal voting system standards.  Achieving voting system standards
compliance can be a lengthy and arduous process, typically taking twelve or more
months,  thereby posing a significant  barrier for  competitors.  In addition to
being  qualified under the federal  standards,  we have spent the past two years
marketing  our  product to our target  customer  base and thus we believe we are
well positioned to begin generating sales once the states begin disbursing their
federal funds and we have received the appropriate  state  certifications.  With
the recent availability of $2.35 billion to the states, we believe that a number
of  significant  purchasing  decisions  will be made  prior  to the end of 2004.
However,  the  portion  of funds used by a state for  acquisition  of new voting
systems will depend upon each state's plan and we cannot  assure you that states
will use  this  funding  to  purchase  our  product  or that  states  will  make
purchasing decisions this year.

WE HAVE  RELATIONSHIPS  WITH  WELL-KNOWN,  ESTABLISHED  PARTNERS.  AccuPoll  has
entered into teaming and reseller agreements with various established  companies
who operate  businesses that offer  election-related  services.  We have entered
into a multi-state  teaming  agreement with Electronic Data Systems  Corporation
(EDS)  whereby EDS will  provide  deployment  and support  services  for our DRE
voting  system.  In  addition,  we  have  entered  into a  multi-state  reseller
agreement  with AmCad,  LLC whereby  Amcad will  assist with the  marketing  and
deployment  of our DRE voting  system.  We are  currently in  negotiations  with
additional  well-known,  large and well capitalized  marketing partners in other
targeted states.  However,  we cannot assure you that any of these  negotiations
will lead to a definitive business relationship in the future.

OUR EXPERIENCED  MANAGEMENT  TEAM HAS DEEP KNOWLEDGE OF INFORMATION  TECHNOLOGY.
Our senior  management  collectively  has 80 years experience in the information
technology industry in coding and development marketing. Our management team has
held senior  positions  at leading  information  technology  firms,  such as MCI
Systemhouse  and  EDS,  and  has  considerable  experience  in  the  process  of
large-scale systems deployment.

BUSINESS STRATEGY

We plan to leverage our business strengths in order to grow our operations.  The
key elements to our business strategy are described below:

LEVERAGE THE MARKETING STRENGTH AND  INFRASTRUCTURE OF OUR PARTNERS.  We believe
that the  relationships  that we are building  with our  marketing and reselling
partners will help to position us in critical larger markets. We believe that


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we will gain  enhanced  credibility  through  associating  with these  partners.
Additionally,  we believe that we have the ability to leverage  their  resources
and networks and in turn be better  positioned to sell and deploy  programs into
these larger target markets. Our partners are well known,  established companies
that have considerable  experience in providing technology solutions and service
support in the election  process.  We will  continue to maintain,  and intend to
expand, our strategic alliances with these and other established partners in the
election  services  business.  Currently  we have  chosen to develop  partnering
relationships on a state-by-state basis.

EXPAND OUR  TARGETED,  INDEPENDENT  MARKETING  STRATEGY TO SMALL- AND  MID-SIZED
CUSTOMERS.  We have  begun a  direct  marketing  approach  to reach  small-  and
mid-sized  target  markets.  We initiated this marketing  program by identifying
specific  regions  and  developing  a  presence  by  attending  trade  shows and
conferences,  which provides us with  opportunities to meet, as well as educate,
our  customers.  We also  market  our  system  by means of our  website  and are
currently  preparing to launch a web-based  virtual voting experience to further
enhance  the  awareness  and  understanding  of our  product.  We  are  building
awareness  of the  AccuPoll  product so as to be well  positioned  in our target
markets as HAVA funding is disbursed to the states. We are working to obtain all
appropriate  federal and local certification with that timing in mind. We intend
to grow our direct sales and marketing force, engage additional lobbyists in our
target states,  and build a robust sales support and delivery  organization that
will reinforce our sales and marketing activities.  The ramp up in each of these
areas is  critical  to support the  upcoming  procurement  cycle that will begin
following the May 2004 release of federal funds to the states.

MAINTAIN PRODUCT LEADERSHIP.  As the developer of the first voting system with a
voter-verified  paper audit trail that is both human- and  machine-readable  and
that is also qualified as compliant with the federal voting system standards, we
believe  that our  product  has the  potential  to become a leader in the voting
system market.  We are firmly  committed to ongoing research and development and
standardized  product  testing  to  insure  that our  electronic  voting  system
continues to be a leading platform in the market. We plan to design and test new
generations  of our  product  with the  intent  of  enhancing  functionality  in
anticipation  of additional  government  requirements  and market demands (e.g.,
instant runoff voting).

SELECTIVELY EXPAND INTO RELATED PRODUCT OFFERINGS.  When appropriate,  we intend
to acquire  selectively related businesses that complement our core product line
and expand the range of services that we can offer our customer base. As we find
opportunities  that broaden our offerings,  we will consider  making  additional
acquisitions.  We believe it is important to  complement  our revenue  stream by
expanding into related products and services where we can leverage our knowledge
and capabilities in electronic voting systems.

EXPAND ADDRESSABLE  MARKETS VIA ENTRY INTO FOREIGN VENUES. The standard election
process is universal by nature, and as part of its core technology, the AccuPoll
DRE voting system was designed and  implemented as a flexible  platform that can
be  adapted  to meet the  needs of  various  countries.  We plan to  expand  our
international sales effort in Europe, Canada, Asia/Pacific and Latin America.

REGULATORY MATTERS

We expect  that our voting  systems  will be sold  primarily  to counties in the
United States and other  governmental  jurisdictions.  In the United States, our
ability to sell our voting system products depends on the  qualification of each
product  through  independent  testing for  compliance  with the federal  voting
system standards.  In addition,  most states require  state-level  certification
before  we may  sell  our  products  to local  jurisdictions  in  those  states.
Moreover,  local  jurisdictions may require vendor  qualification and acceptance
level testing.  Because we plan to sell our products to government agencies,  we
will  be  subject  to  laws,   regulations  and  other  procedures  that  govern
procurement and contract implementation by those agencies.

As of May 17,  2004,  our DRE  voting  system  was  certified  by the  states of
Arkansas,  South Dakota and Utah.  Currently,  we are in the process of applying
for certification in additional states.


                                       6
<PAGE>

Obtaining the necessary  qualifications  and  certifications  and complying with
government  procurement  requirements can be time consuming,  involve unexpected
delays and may be costly.  We are subject to a number of  significant  risks and
uncertainties  associated with government  regulation and procurement that could
materially and adversely  affect our business.  For a description of these risks
and uncertainties, please see "Risk Factors - Risks Relating to Regulation".

ENVIRONMENTAL PROTECTION

Our compliance with federal,  state and local laws or  regulations,  that govern
the discharge of materials into the environment  has not had a material  adverse
effect upon our capital  expenditures,  earnings or competitive  position within
our markets.

COMPETITION

The market for the  manufacture  and supply of  computerized  voting machines is
highly competitive. We anticipate that competition will intensify in the future.
As of June 30, 2003, we believe that our  competitors,  in  alphabetical  order,
included:

COMPANY NAME                                          PRODUCT NAME

Advanced   Voting   Solutions,   Inc.,  a             WINvote
private company based in Frisco, Texas

Avante International Technology,  Inc., a             VOTE-TRAKKER
private  company based in Princeton,  New
Jersey

Diebold Elections  Systems,  Inc., (DESI)             AccuVote-TS
a subsidiary  of Diebold,  Inc.  based in
McKinney, Texas

Election  Systems +  Software  (ES+S),  a             IVotronic
private company based in Omaha, Nebraska

Guardian Voting Systems,  a subsidiary of             ELECTronic 1242
Danaher   Controls   based   in   Gurnee,
Illinois

Hart InterCivic,  a private company based             eSlate
in Austin, Texas

Sequoia Voting  Systems,  a subsidiary of             AVC Edge
De  La  Rue,   plc,   based  in  Oakland,
California

Unilect  Corporation,  a private  company             Patriot
based in Dublin, California

We believe that the following are the primary competitive factors in our market:

o    accessibility;
o    auditability;
o    brand recognition and market penetration;


                                       7

<PAGE>

o    customer support and service;
o    ease of use;
o    government qualification and certification of products;
o    price;
o    reliability of services; and
o    security.

We believe that we compete  favorably  with respect to these  factors.  However,
many  of  our  competitors  have  significantly   greater  market   penetration,
brand-name  recognition,  engineering and marketing  capabilities and financial,
technological and personnel  resources than we do. As a result, they may be able
to develop and expand their  customer base more  quickly,  adapt more swiftly to
new or  emerging  technologies  and  changes in  customers'  requirements,  take
advantage of acquisitions  and other business  opportunities  more readily,  and
devote greater  resources to the marketing and sale of services than we can. Our
competitor's  products may offer different features than our products that might
make their products more attractive to some voting administrators. To the extent
that  we do not  compete  successfully  with  respect  to  any  of  the  primary
competitive factors in our market, our business may be materially harmed.

RESEARCH AND DEVELOPMENT

We expect that the pace of technological advances in the computer voting machine
industry will rapidly increase.  Our ability to compete  successfully is heavily
dependent upon our ability to ensure a continuing and timely flow of competitive
products and technology to the  marketplace.  Our internal  product  development
efforts are focused on designing and  developing  computerized  voting  machines
that adhere to industry  standards and incorporate the technologies and features
that we believe are most desired by our customers.

Expenditures  for  research  activities  relating  to  product  development  and
improvement  were   approximately   $176,000  for  the  period  August  9,  2001
(inception) through June 30, 2003.

We  believe  that  continued  strategic  investment  in product  development  is
essential  for  us to  become  competitive  in the  markets  we  serve.  Without
significant  additional financing,  we will be unable to continue development of
our products.

INTELLECTUAL PROPERTY

We rely upon trade  secrets,  technical  know-how and  continuing  technological
innovation to develop and maintain our competitive  position.  The products that
we  design  require a large  amount  of  engineering  design  and  manufacturing
expertise.  The majority of these technological  capabilities,  however, are not
protected by patents or licenses.  We rely on the expertise of our employees and
our learned  experiences in both design and  manufacture of these  products.  We
have taken steps to protect both our intellectual property and brand name in the
marketplace.  We have applied to the United States  Patent and Trademark  Office
for a systems and method  patent with respect to our  electronic  voting  system
that produces an official  voter  verifiable  paper  ballot.  We have also filed
trademark  applications  with the United States  Patent and Trademark  Office to
protect  the  ACCUPOLL  brand  name and  logo.  We are  subject  to a number  of
significant  risks and uncertainties  associated with our intellectual  property
that could  materially and adversely  affect our business.  For a description of
these risks and uncertainties,  please see "Risk Factors - Risks Relating to our
Technology".

OUR EMPLOYEES AND CONSULTANTS

As of June 30, 2003 and May 24, 2004, we had 6 and 22,  respectively,  full-time
employees and  consultants.  Our employees are not  represented  by a collective
bargaining organization. We believe our relationship with our employees is good.

                                  RISK FACTORS


                                       8

<PAGE>

BEFORE DECIDING TO INVEST IN US OR TO MAINTAIN OR INCREASE YOUR INVESTMENT,  YOU
SHOULD  CAREFULLY  CONSIDER  THE RISKS  DESCRIBED  BELOW,  IN  ADDITION TO OTHER
INFORMATION  CONTAINED IN THIS REPORT.  IF ANY OF THE FOLLOWING RISKS OCCUR, OUR
BUSINESS,  FINANCIAL  CONDITION  AND RESULTS OF  OPERATIONS  COULD BE MATERIALLY
HARMED.  IN THAT EVENT,  THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND
YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

                         RISKS RELATING TO OUR BUSINESS

WE HAVE INCURRED SIGNIFICANT LOSSES TO DATE AND MAY NEVER BE PROFITABLE.

We began our current operations on August 9, 2001 and have incurred  significant
operating  losses  during each fiscal period since that date. We had no revenues
during the period from commencement of our operations  through June 30, 2003. At
June 30, 2003, we had an accumulated  deficit of approximately $7.3 million from
our operations.  We expect that we will incur  significant  operating losses and
negative cash flows from  operations for the foreseeable  future.  If our losses
continue and we are unable to commercialize, manufacture and market our products
successfully, we may never generate sufficient revenues to achieve profitability
or positive cash flows from operations.

OUR AUDITORS HAVE  INCLUDED A GOING  CONCERN  PARAGRAPH IN THEIR AUDIT REPORT ON
OUR FINANCIAL STATEMENTS FOR OUR FISCAL YEAR ENDED JUNE 30, 2003.

We have prepared our consolidated  financial  statements for the year ended June
30, 2003 on a going-concern  basis, which contemplates the realization of assets
and  satisfaction of liabilities  and other  commitments in the normal course of
business.  However, the report from our independent auditors with respect to our
consolidated  financial  statements for the year ended June 30, 2003 states that
our losses from  operations,  negative  working  capital and lack of operational
history,  among other factors,  raise  "substantial  doubt" about our ability to
continue as a going concern.

OUR SUBSIDIARY,  Z PROMPT,  INC., HAS FILED PETITION FOR RELIEF UNDER CHAPTER 11
OF THE UNITED STATES BANKRUPTCY CODE AND WE MAY LOSE OUR ENTIRE INTEREST IN IT.

On March 23, 2004, our wholly-owned subsidiary, Z prompt, Inc., filed a petition
for relief  under  Chapter 11 of the United  States  Bankruptcy  Code.  Z prompt
continues to conduct business  activities as a  debtor-in-possession.  We cannot
predict  the  outcome of this  proceeding  and it  involves  numerous  risks and
uncertainties, such as:

         o     The appointment of a trustee;

         o     The ability of creditors to obtain relief from the automatic
               stay:

         o     The continued willingness of customers to do business with Z
               prompt;

         o     The ability of Z prompt to obtain financing on acceptable
               terms;

         o     The outcome of any adversary proceedings that have been or may
               be commenced by or against Z prompt;

         o     The possible conversion of the case to liquidation under
               Chapter 7 of the Bankruptcy Code or dismissal of the case;

         o     The ability to obtain confirmation of a plan of reorganization
               on terms acceptable to us; and

         o     The ability of Z prompt to successfully execute any confirmed
               plan of reorganization.

In addition, Z prompt will incur legal and other fees and expenses in connection
with the  bankruptcy  proceedings  and we may be unable to fund these  costs.  Z
prompt has been our only source of consolidated revenues since November 1, 2003,
the date on which the acquisition was recognized for accounting  purposes.  If Z
prompt is unable to reorganize  successfully,  we could lose our entire interest
in it.


                                       9

<PAGE>

WE WILL NEED SIGNIFICANT ADDITIONAL FINANCING TO CONTINUE OPERATIONS.

We require  substantial  additional  financing  in order to be able to  continue
operations. In the past, our capital requirements have been met through sales of
our common stock and  convertible  notes.  We cannot  assure you that we will be
able to raise new capital or that  sources of capital will be available to us on
terms that we find acceptable.  If we are unable to obtain additional  financing
on acceptable terms, we will be unable to continue operations.  Moreover,  if we
raise  additional  capital through  borrowing or other debt financing,  we would
incur  substantial  interest  expense.  Sales of additional equity securities or
securities  convertible  into equity  securities  will result in dilution to our
present stockholders.

WE ARE IN THE EARLY STAGE OF DEVELOPMENT WITH AN UNPROVEN  BUSINESS STRATEGY AND
HAVE ONLY A LIMITED  OPERATING  HISTORY  FOR YOU TO  REVIEW  IN  EVALUATING  OUR
BUSINESS AND PROSPECTS.

At June 30,  2003,  we were a  development  stage  company and had  generated no
revenues from the sale of our products.  Our limited  operating history makes it
difficult to evaluate our prospects.  With the exception of our AccuPoll  Direct
Recording  Electronic Voting System, all of our products are in the early stages
of development. We cannot assure you that we will be able to achieve significant
sales of our products or maintain product sales.

WE EXPECT THAT OUR  OPERATING  RESULTS MAY  FLUCTUATE  SUBSTANTIALLY,  WHICH MAY
MATERIALLY AFFECT OUR BUSINESS AND THE MARKET PRICE OF OUR COMMON STOCK.

You should not rely on  period-to-period  results as an indication of our future
performance.  We expect that our operating results will fluctuate  substantially
as a result of a number of  factors,  many of which will be beyond  our  control
such as the following:

         o    When our products are qualified as compliant with the federal
              voting system standards and certified by the states;

         o    When public agencies schedule procurements of electronic
              voting systems and the timing associated with the
              procurements;

         o    Delays in the development and introduction of our products;

         o    Delays in the manufacture and delivery of our products;

         o    The adoption of new or amended federal voting system
              standards, state certification requirements, or other legal
              mandates applicable to our products;

         o    The hiring, retention and utilization of our personnel;

         o    The financial impacts associated with future business
              acquisitions, if any;

         o    The receipt of additional financing;

         o    General economic conditions; and

         o    The occurrence of other events or circumstances described in
              these risk factors.

Fluctuations in our operating results could affect the market price of our stock
and could cause the price to decline.  As a result,  we may be unable to finance
future growth through sales of our equity securities.

IF WE ARE  UNABLE TO EXPAND  OUR  SALES,  MARKETING,  DISTRIBUTION  AND  SERVICE
CAPABILITIES  OR ENTER INTO  AGREEMENTS  WITH THIRD PARTIES TO DO SO, WE WILL BE
UNABLE TO SUCCESSFULLY MARKET AND SELL OUR PRODUCTS.


                                       10

<PAGE>

We currently  have limited sales,  marketing or  distribution  capabilities  and
limited  service  capabilities.  If we are unable to expand  these  capabilities
either  by  developing  our  own  sales,  marketing,   distribution  or  service
organization or by entering into  agreements with others at a competitive  cost,
we will be unable to market and sell successfully our products. We plan to enter
into strategic  relationships  with other companies to provide services relating
to our products,  including product roll-out support, election worker education,
help desk, and break/fix  support.  We cannot assure you that we will be able to
develop and maintain  successful  relationships  on terms  acceptable to us. The
failure to do so could materially and adversely affect the marketing and sale of
our products.

WE RELY ON A THIRD-PARTY MANUFACTURER.

We  currently  rely,  and  expect  to  continue  to  rely,  on a third  party to
manufacture  our  product.  Our  agreement  requires  us to acquire  the product
exclusively from this manufacturer  unless the manufacturer is unable to produce
and deliver on time our required quantity.  To the extent that this manufacturer
experiences  financial  or  operational  difficulties,  our  business  could  be
interrupted. These difficulties could inhibit our ability to provide products in
sufficient  quantities with acceptable  quality and at an acceptable cost to our
customers.  Any disruption in supply of our product from this manufacturer would
cause us to delay  delivery to our customers  that could lead to a loss of sales
and revenues.

WE FACE SUBSTANTIAL EXISTING  COMPETITION AND POTENTIAL  COMPETITION FROM OTHERS
WHO HAVE SIGNIFICANTLY GREATER FINANCIAL AND OTHER RESOURCES.

We expect  significant  competition  from  existing  competitors  and  potential
competitors. We may not have the financial resources, technical expertise, sales
and marketing abilities or support capabilities to compete successfully. Many of
our  existing   competitors   have  greater   market   penetration,   brand-name
recognition,  market  presence,  engineering  and  marketing  capabilities,  and
financial,  technological and personnel  resources than we do. As a result, many
of our  competitors  have several  significant  advantages over us as we seek to
market and sell our products.

OUR FUTURE  SUCCESS  DEPENDS UPON  RETAINING KEY PERSONNEL  AND  ATTRACTING  NEW
EMPLOYEES.

Our future performance depends significantly upon the continued contributions of
both Mr. Dennis Vadura, our chief executive officer, and Mr. Frank J. Wiebe, our
president.  The loss of the  services of Mr.  Vadura or Mr.  Wiebe or any of our
senior  management or key personnel  could  materially and adversely  affect our
business.  We may not be able to retain these  employees and searching for their
replacements could divert attention from senior management and delay our ability
to  implement  our  business  strategy.  All of our  senior  management  and key
employees can terminate his or her relationship with us at any time.

If we are successful in  implementing  and developing our business,  among other
things, we expect that we will need to increase our workforce.  Accordingly, our
future  success will likely  depend on our ability to attract,  hire,  train and
retain  highly  skilled  management,  technical,  sales,  marketing and customer
support  personnel.  Competition  for  qualified  employees  is intense  and our
financial  resources  are limited.  Consequently,  we may not be  successful  in
attracting,  hiring,  training  and  retaining  the people we need,  which would
impede our ability to implement our business strategy.

WE HAVE ENGAGED IN TRANSACTIONS  WITH A COMPANY OWNED BY TWO INDIVIDUALS WHO ARE
DIRECTORS, OFFICERS AND SHAREHOLDERS.

In April 2002, we entered into a master services  agreement with a company,  Web
Tools International,  Inc., that is owned and operated by Messrs.  Dennis Vadura
and  Frank  Wiebe.  Each  of  these  individuals  is  a  director,  officer  and
shareholder with respect to both us and Web Tools  International.  The agreement
terminated on March 31, 2004. The financial  results of Web Tools  International
were  consolidated with our results from January 1, 2004 through March 31, 2004.
We owed Web Tools  International  $875,000 and $1,567,550,  at June 30, 2003 and
March 31, 2004, respectively.

WE WILL  NEED TO  CONTINUE  TO  IMPROVE  AND  DEVELOP  PRODUCTS  IN  ORDER TO BE
SUCCESSFUL.


                                       11

<PAGE>

We expect that the pace of technological advances in the computer voting machine
industry will rapidly increase.  Our ability to compete  successfully is heavily
dependent upon our ability to ensure a continuing and timely flow of competitive
products and technology to the marketplace. We cannot assure you that we will be
successful in the timely development of new and improved technologies.

WE ARE SUBJECT TO CURRENT LITIGATION.

We are defendants in two separate  lawsuits.  In addition,  we may be subject to
litigation in the future. For a description of this litigation, please see "ITEM
3 - LEGAL PROCEEDINGS."

WE MAY  ACQUIRE  OTHER  BUSINESSES  AND OUR  BUSINESS  COULD BE  MATERIALLY  AND
ADVERSELY AFFECTED AS A RESULT OF ANY OF THESE ACQUISITIONS.

We are looking for strategic opportunities to grow our product offerings through
acquisitions  or strategic  investments.  In this regard,  during the year ended
June 30, 2003,  we entered into an agreement to purchase all of the  outstanding
shares of Z prompt,  Inc. that was recognized for accounting purposes during our
fiscal  quarter  ended  December 31, 2003.  In November  2003, we entered into a
non-binding  letter of intent to  acquire a company  that  provides  consulting,
software, support and services to the election industry in the United States. At
May 31, 2004, we continued to negotiate the terms of a definitive agreement.  In
the future, we may acquire or make strategic  investments in other complementary
businesses.  We have  limited  experience  in  acquiring  or  investing in other
businesses and we may not be successful in completing, financing, or integrating
an acquired business into our existing operations.

Any such  acquisitions  could involve the dilutive issuance of equity securities
and the incurrence of debt. In addition,  the acquisition of Z prompt,  Inc. and
future acquisitions may involve numerous additional risks, such as:

         o    unanticipated costs associated with the acquisition or
              investment;

         o    diversion of management time and resources;

         o    problems in assimilating and integrating the new business
              operations;

         o    potential loss of key customers or personnel of an acquired
              company;

         o    increased legal and compliance costs; and

         o    unanticipated liabilities of an acquired company.

Even when an acquired company has already  developed and marketed  products,  we
can not  assure you that the  products  will  continue  to be  successful,  that
product  enhancements  will be made in a timely fashion or that  pre-acquisition
due diligence  will have  identified  all possible  issues that might arise with
respect to the acquired  company or its products and that could  materially  and
adversely affect us.

                        RISKS RELATING TO OUR TECHNOLOGY

SHOULD OUR PRODUCTS FAIL TO PERFORM  PROPERLY,  OUR REPUTATION COULD BE DAMAGED,
WE COULD LOSE SALES AND CUSTOMERS AND WE COULD POTENTIALLY INCUR LIABILITIES.

Our products  incorporate a number of intricate  computer  software programs and
hardware  components  that must work  seamlessly  in order  for our  product  to
function correctly. While we expect our product to perform to the federal voting
system  standards,  we cannot assure you that our product will function properly
at  all  times.  If  our  system's  software  programs  or  hardware  components
experience   failure  or   malfunction   or  are   alleged  to  have  failed  or
malfunctioned,  we  are  likely  to  receive  significant  adverse  publicity  -
particularly  if the  failure is alleged to have had an effect on the outcome of
an election.  As a result, our reputation could be damaged,  we could lose sales
and customers and we could potentially incur liabilities.


                                       12

<PAGE>

SHOULD  WE  FAIL  TO  SECURE  OR  PROTECT  OUR  INTELLECTUAL   PROPERTY  RIGHTS,
COMPETITORS MAY BE ABLE TO USE OUR TECHNOLOGIES.

We have applied to the United States  Patent and  Trademark  Office for a patent
with respect to our  electronic  voting system that  produces an official  voter
verifiable  paper  ballot and for  trademark  registration  with  respect to the
AccuPoll name and logo. We cannot assure you that a patent will be issued or our
trademarks will be registered.  If issued,  we cannot assure you that we will be
able to defend or enforce the patent,  trademark or other intellectual  property
rights that we may have in our products,  name or logo. Although we may initiate
litigation  to stop  infringement,  intellectual  property  litigation  is often
expensive and could consume our limited financial resources. Additionally, third
parties may be better able to sustain the costs of litigation.  If we are unable
to  defend  or  enforce  our  rights,  other  parties  may be  able  to use  our
technologies  without  paying any  compensation  to us.  Furthermore,  we cannot
assure you that our competitors  will not design around any issued  patents,  or
improve upon our technology, or that we will be able to detect infringements. If
we are unable to  establish,  defend or enforce  rights to our  technology,  our
business may be materially damaged.

SHOULD WE USE TECHNOLOGIES THAT CONFLICT WITH THE RIGHTS OF  THIRD-PARTIES,  OUR
BUSINESS COULD BE MATERIALLY AND ADVERSELY AFFECTED.

Our  competitors  and others may have or  acquire  patent or other  intellectual
property  rights that they could  attempt to enforce  against us. If they do so,
the following could occur:

         o    We could be sued and required to defend ourselves in
              time-consuming and costly litigation (even if it is ultimately
              determined that the claim is without merit);

         o    We may be adjudged liable for substantial damages for past
              infringement, including possible treble damages if it is found
              that we have willfully infringed;

         o    We may be prohibited from selling or licensing our product
              without a license which may not be available on commercially
              acceptable terms, if at all, or that may require us to pay
              substantial royalties;

         o    We may have to redesign our products so that they do not
              infringe and such redesign may not be possible or may be
              costly and time-consuming.

If any of the  foregoing  occurs,  our business is likely to be  materially  and
adversely affected.

                          RISKS RELATING TO REGULATION

EACH OF OUR VOTING SYSTEM  PRODUCTS MUST MEET  QUALIFICATION  AND  CERTIFICATION
STANDARDS BEFORE WE WILL BE ABLE TO SELL THEM.

In the United States,  our ability to sell our voting system products depends on
the  qualification  of each product through  independent  testing for compliance
with the federal  voting  system  standards.  In addition,  most states  require
state-level certification before we may sell our products to local jurisdictions
in those states.  Moreover,  local  jurisdictions  may require  acceptance level
testing. At June 30, 2003, none of our products had been qualified or certified.
In March,  2004,  our DRE voting system was qualified as complying with the 1990
federal voting system standards,  as to hardware, and 2002 federal voting system
standards,  as to software, and has been subsequently certified by the states of
Arkansas,  South Dakota and Utah. We are seeking  qualification  of our hardware
under the 2002 federal  voting  system  standards  but cannot assure you that we
will obtain that  qualification.  We cannot assure you that our products will be
certified by  additional  states.  If we are unable to obtain  certification  in
additional states, we may not be able to generate sufficient revenues to achieve
profitability.

STATE ELECTION OFFICIALS MAY DECERTIFY OUR PRODUCTS.


                                       13

<PAGE>

If certified in a state,  our products will be subject to ongoing  review by the
state which may withdraw certification. For example, the California Secretary of
State  recently  issued an order  withdrawing  certification  of  certain of our
competitors'  products.  We cannot  assure  you that a state  will not  withdraw
certification  of our  products  on the basis  that the  product  is  defective,
obsolete or otherwise  unacceptable for use. If  certification is withdrawn,  we
will not be able to  continue to sell the product in the state and are likely to
receive  significant  adverse  publicity.  As a result,  our reputation could be
materially   damaged,   causing  us  to  lose  sales  and   customers  in  other
jurisdictions.

WE EXPECT FEDERAL VOTING SYSTEM STANDARDS,  STATE  CERTIFICATION AND OTHER LEGAL
REQUIREMENTS PERTAINING TO OUR PRODUCTS TO CHANGE.

The market for  computerized  voting  machines and related  equipment for use in
federal,  state,  local  and  other  elections,  is  changing  as new  technical
standards are considered. We expect that federal voting system standards,  state
certification  and other legal  requirements  will change. We may not be able to
anticipate  new standards or changes to existing  standards and we cannot assure
you that our products will comply, or can be modified to comply with, any new or
changed  standards or requirements  that may be adopted.  If our products do not
comply  and  cannot be  modified  to comply  with new or  changed  standards  or
requirements, we may not be able to sell some or all of our products.

WE MAY NOT BE ABLE TO OBTAIN  FEDERAL AND STATE  CERTIFICATION  OF PRODUCTS IN A
TIMELY MANNER, WHICH COULD DELAY THE MARKETING AND SALES OF OUR PRODUCTS.

Independent  testing  authorities  test and  certify our  products.  There are a
limited number of testing  authorities  able to test and certify our products in
accordance  with the federal  voting  system  standards.  These  companies  also
conduct testing and certification for our competitors. Any delays or disruptions
in the services  provided by our  independent  testing  authorities is likely to
affect our  ability to market and sell our  products  and could  materially  and
adversely impact our sales and our ability to achieve profitability.

IF  OUR  PRODUCTS  ARE  NOT  ACCEPTED  BY  FEDERAL,  STATE,  LOCAL  AND  FOREIGN
GOVERNMENTS AND VOTERS AS REPLACEMENTS  FOR CURRENT VOTING SYSTEMS,  WE WILL NOT
BE SUCCESSFUL.

Our  success  depends on the  acceptance  of our  products as  replacements  for
current  voting  systems  both in the  United  States  and  abroad.  Even if our
products satisfy applicable qualification and certification requirements,  local
governments  may elect not to purchase them for a number of reasons,  including,
but not limited to, voter acceptance of our technology.  In recent years,  there
has been significant public controversy regarding the reliability,  benefits and
costs  of  various  alternative  voting  systems,  including  electronic  voting
systems.  We have  expended  a  significant  amount  of our time  and  financial
resources  demonstrating  our product  capabilities  to various  state and local
government  officials.  If  our  products  do  not  achieve  significant  market
acceptance  among  state and local  governments,  we may not be able to generate
sufficient  revenues  to  achieve   profitability.   In  addition,   if  foreign
governments  do not accept our products,  the  long-term  growth of our business
will be limited.

WE WILL BE SUBJECT TO LAWS,  REGULATIONS  AND OTHER  PROCEDURES  WITH RESPECT TO
GOVERNMENT PROCUREMENT.

Because we plan to sell our products to government agencies,  we will be subject
to laws,  regulations and other procedures that govern  procurement and contract
implementation  by those  agencies.  These  agencies are likely to impose vendor
qualification  requirements,  such as  requirements  with  respect to  financial
condition,  insurance and history.  We have limited  experience  with government
procurement  and  cannot  assure  you that we will be able to meet  existing  or
future  procurement laws,  regulations and procedures or that we will be able to
qualify as a vendor.  Some  procurement  processes  could  involve an  extensive
period of product  evaluation,  including  evaluation by the public.  Compliance
with government  procurement and qualification  requirements could significantly
delay  sales of our  products.  Delays  could also occur due to  protests of bid
specifications  or challenges to contract  awards.  If we fail to comply with an
agency's procurement or vendor qualification requirements or procedures, we will
be unable to market and sell our  products to that agency.  Government  agencies
may also impose contractual terms and conditions, such as warranty,  termination
and indemnification provisions, that are unfavorable to us.

OUR COSTS WILL INCREASE AS A RESULT OF NEW AND AMENDED SECURITIES REGULATIONS.


                                       14

<PAGE>

New and amended  regulations  adopted by the Securities and Exchange  Commission
will increase our accounting, legal and compliance costs as these changes become
effective.  Additionally,  we expect increased accounting,  legal and compliance
costs  because for periods  beginning  after June 30, 2003, we will no longer be
subject to the less  extensive  disclosure  requirements  applicable to a "small
business issuer" as defined by the Securities and Exchange Commission.

                        RISKS RELATING TO OUR SECURITIES

SOME HOLDERS OF OUR SECURITIES MAY HAVE THE RIGHT TO RESCIND THEIR PURCHASES.

We have  offered  and sold a  substantial  number of shares of common  stock and
warrants and options to purchase  common stock  without  registration  under the
Securities  Act of 1933, as amended,  or  qualification  under state  securities
laws.  If any offer or sale were not exempt from,  or otherwise  not subject to,
federal and state  registration and  qualification  requirements,  the purchaser
would have a number of remedies,  including  the right to rescind the  purchase.
The Securities  Act of 1933, as amended,  requires that any claim for rescission
be  brought  within  one  year  of the  violation.  We have  sold  approximately
16,233,718  shares  of  common  stock  and  warrants  and  options  to  purchase
approximately 12,937, 970 shares of common stock in the United States within one
year of May 31, 2004. The time periods  within which claims for rescission  must
be brought  under state  securities  laws vary and may be two years or more from
the date of the  violation.  We have  sold  approximately  17,143,009  shares of
common  stock and  warrants  and  options to purchase  approximately  14,028,810
shares of common  stock in the United  States  within two years of May 31, 2004.
Further,  we cannot  assure you that  courts will not apply  equitable  or other
doctrines to extend the period within which  purchasers  may bring their claims.
The number of warrants and options  described  above  does not include  warrants
and options to purchase 3,600,000 shares of common stock issued within two years
of May 31, 2004 to our chief executive officer, Dennis Vadura and our president,
Frank  Wiebe and a warrant to  purchase  12,400,000  shares of common  stock for
which the  holder  has  agreed in  writing  that it will not assert any right to
rescission that it may have.  However, we can not assure you that this agreement
is enforceable.

Should  federal  or  state  securities  regulators  deem it  necessary  to bring
administrative  or legal actions  against us based upon a failure to register or
qualify,  the  defense  of  any  enforcement  action  is  likely  to be  costly,
distracting to our management and if unsuccessful could result in the imposition
of  significant  penalties.  The filing of a claim for rescission or enforcement
action  against us or our officers or directors  could  materially and adversely
impact our stock price,  generate  significant adverse publicity that materially
affects our sales and  materially  impairs our ability to raise capital  through
future sales of our securities. We may also incur significant expenses should we
determine  that it is advisable to register  shares  issuable  upon  exercise of
outstanding warrants or options or upon conversion of outstanding notes.

WE HAVE NOT FILED OR SENT INFORMATION STATEMENTS IN CONNECTION WITH STOCKHOLDER
ACTIONS BY WRITTEN CONSENT.

In 2002,  we  effected a 1 for 5 reverse  split of our  issued  and  outstanding
shares of common  stock and filed  amendments  to Article IV of our  articles of
incorporation to provide for a class of preferred  stock.  Each of these actions
required the approval of our  stockholders  that we believe was given by written
consent.  In connection  with these written  consents,  we did not file with the
Securities and Exchange Commission written information statements containing the
information  specified in its proxy  rules.  Also,  we did not send  information
statements  in  advance  of the  action as  required  by the proxy  rules of the
Securities  and  Exchange  Commission.   Accordingly,  it  is  possible  that  a
stockholder could challenge the validity of these actions and the Securities and
Exchange Commission could take enforcement action against us. The defense of any
challenge  or  enforcement  action is likely to be  costly,  distracting  to our
management  and  could  in the  case  of an  enforcement  action  result  in the
imposition of significant penalties. The filing of a stockholder challenge or an
enforcement  action  could  materially  and  adversely  impact our stock  price,
generate  significant  adverse publicity that materially  affects our sales, and
materially  impair our  ability to raise  capital  through  future  sales of our
securities.

SOME OF THE HOLDERS OF OUR COMMON STOCK MAY BE SUBJECT TO DILUTION.

As of May  24,  2004,  we had  outstanding  warrants  and  options  to  purchase
73,309,110  shares of common stock and notes  convertible into 31,802,483 shares
of common stock, or approximately 42% of our outstanding  shares of common stock
on a fully diluted as converted  basis.  The exercise  price of the warrants and
options ranges from $.01


                                       15

<PAGE>

to $1.55 per share and the notes are  currently  convertible  at prices  ranging
from $.0625 to $.1224 per share.  The number of shares of common stock  issuable
upon conversion of certain of the notes may be greater in the future because the
conversion price is the lower of the specified price or 50% of the average three
lowest  closing  prices for our common  stock for the  twenty  days  immediately
preceding  the  conversion  date.  The  exercise or  conversion  prices of these
securities are generally  substantially  lower than our stock price.  Therefore,
holders of our common stock and potential  investors are subject to  substantial
dilution if these  securities are exercised or converted.  The terms on which we
could obtain additional  capital may be adversely  affected during the time that
the warrants and options may be exercised or the notes converted.

FUTURE  SALES OF OUR COMMON  STOCK IN THE PUBLIC  MARKET  COULD  CAUSE OUR STOCK
PRICE TO FALL.

Sales of a substantial number of shares of our common stock in the public market
could cause the market price of our common stock to decline. As of June 30, 2003
and May 31, 2004, we had 112,945,963 and  148,449,049,  respectively,  shares of
common  stock  outstanding,  of which  approximately  4,500,000  and  8,000,000,
respectively,  are freely tradable without  restriction or further  registration
under the  Securities  Act of 1933, as amended.  As of June 30, 2003 and May 31,
2004, our affiliates held  approximately  63,111,600 shares of our common stock,
which are transferable pursuant to Rule 144, as promulgated under the Securities
Act of 1933, as amended. Although we do not believe that our affiliates have any
present intentions to dispose of any shares of common stock owned by them, there
can be no assurance that such intentions will not change in the future.  We have
filed a registration  statement  with the Securities and Exchange  Commission on
Form S-8 covering up to 12,000,000  shares of our common stock that are issuable
upon  exercise  of  outstanding  warrants.  The  exercise  of those  options  or
warrants,  and the prompt  resale of shares of our common  stock  received,  may
result in downward pressure on the price of our common stock.

A DECLINE IN THE PRICE OF OUR COMMON  STOCK  COULD  AFFECT OUR  ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY  IMPACT OUR ABILITY TO CONTINUE OUR NORMAL
OPERATIONS.

A prolonged decline in the price of our common stock could result in a reduction
in the  liquidity  of our common  stock and a reduction  in our ability to raise
capital. Because our operations primarily have been financed through the sale of
equity  securities,  a  decline  in the  price  of our  common  stock  could  be
especially detrimental to our liquidity and our operations.  We may be forced to
reallocate  funds from  other  planned  uses and this  would have a  significant
negative effect on our business plans and  operations,  including our ability to
develop new products and  continue  our current  operations.  If our stock price
declines,  there can be no  assurance  that we will be able to raise  additional
capital or generate funds from operations sufficient to meet our obligations. If
we are unable to raise  sufficient  capital in the  future,  we may not have the
resources to continue our normal operations.

OUR CHIEF EXECUTIVE OFFICER AND OUR PRESIDENT EXERCISE  SUBSTANTIAL CONTROL OVER
OUR AFFAIRS.

At June 30, 2003, Dennis Vadura, our chief executive  officer,  and Frank Wiebe,
our president,  were the beneficial  owners of approximately  35.9% and 24.4% of
our common stock, respectively,  without taking into account an additional 14.7%
of our common  stock  which they share the right to vote by proxy.  As a result,
Messrs.  Vadura and Wiebe,  acting  together,  are able to influence all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. The interests of Messrs. Vadura and Wiebe
may  differ  from those of our other  stockholders  and they may be able to take
actions that advance  their  respective  interests to the detriment of our other
stockholders. This ability to exercise control over the election of the board of
directors may discourage, delay or prevent a merger or acquisition.

A MAJORITY OF OUR DIRECTORS ARE OFFICERS, EMPLOYEES AND SIGNIFICANT STOCKHOLDERS
AND WE DO NOT HAVE AN AUDIT COMMITTEE.

Our board of  directors  presently  consists of three  members,  two of whom are
officers, employees and significant stockholders. Our board of directors has not
established an audit  committee for the purpose of overseeing our accounting and
financial reporting processes and audits of our financial statements.


                                       16

<PAGE>

OUR COMMON STOCK IS QUOTED ON THE OTC BULLETIN BOARD AND TRADING MAY CONTINUE TO
BE SPORADIC AND VOLATILE.

Our common stock is quoted on the OTC Bulletin Board. Trading in stock quoted on
the OTC Bulletin Board is often thin and  characterized by wide  fluctuations in
trading  prices,  due to many  factors  that  may  have  little  to do with  our
operations  or business  prospects.  Moreover,  the OTC Bulletin  Board is not a
stock  exchange,  and trading of securities  on the OTC Bulletin  Board is often
more sporadic than the trading of securities  listed on a quotation  system or a
stock exchange.

THE  PRICE  OF OUR  COMMON  STOCK IS  LIKELY  TO  CONTINUE  TO BE  VOLATILE  AND
STOCKHOLDERS COULD INCUR SUBSTANTIAL LOSSES.

The market  price of our common  stock has been,  and in the future is likely to
be, highly  volatile.  This  volatility  could result in substantial  losses for
stockholders.  Our stock  price may  fluctuate  widely for a number of  reasons,
including:

         o     Media reports and announcements with respect to electronic
               voting technology in general or our products or those of our
               competitors;

         o     Qualification or certification, or withdrawal of
               certification, of our products or those of our competitors;

         o     Changes in federal voting system standards, state
               certification standards or other legal requirements pertaining
               to our products;

         o     Litigation initiated by or against us, including litigation
               pertaining to patents or other intellectual property rights;

         o     Dissemination of information about us by others, including on
               Internet bulletin boards;

         o     Changes in our key personnel;

         o     General economic conditions; and

         o     The occurrence of other events or circumstances described in
               these Risk Factors.

Companies are often sued by investors  after periods of stock price  volatility.
This type of  litigation  could be filed  against us in the future  which  could
result in substantial  expense and diversion of  management's  attention and, if
successful, substantial damage awards.

TRADING OF OUR STOCK MAY BE RESTRICTED  BY THE SEC'S "PENNY  STOCK"  REGULATIONS
WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

The Securities and Exchange  Commission has adopted  regulations which generally
define "penny stock" to be any equity security that has a market price less than
$5.00 per share or an  exercise  price of less than $5.00 per share,  subject to
certain  exceptions.  Our securities are covered by the penny stock rules, which
impose  additional  sales practice  requirements on  broker-dealers  who sell to
persons other than  established  customers and accredited  investors.  The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise  exempt  from the rules,  to deliver a  standardized  risk  disclosure
document in a form  prepared by the  Securities  and  Exchange  Commission  that
provides information about penny stocks and the nature and level of risks in the
penny stock  market.  The  broker-dealer  also must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  The bid and offer  quotations,  and the  broker-dealer and salesperson
compensation  information,  must be given to the  customer  orally or in writing
prior to effecting the  transaction and must be given to the customer in writing
before or with the customer's confirmation. In


                                       17

<PAGE>

addition,  the penny stock rules require that prior to a transaction  in a penny
stock not  otherwise  exempt from these  rules,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's  written agreement to the transaction.
These  disclosure and suitability  requirements  may have the effect of reducing
the level of  trading  activity  in the  secondary  market  for a stock  that is
subject to these penny stock  rules.  Consequently,  these penny stock rules may
affect the ability of  broker-dealers  to trade our securities.  We believe that
the  penny  stock  rules   discourage   investor   interest  in  and  limit  the
marketability of our common stock.

OUR  ARTICLES OF  INCORPORATION  AUTHORIZE  THE BOARD OF  DIRECTORS TO ISSUE AND
DESIGNATE  THE  RIGHTS  OF  SERIES  OF  PREFERRED  STOCK  WITHOUT  ACTION BY THE
STOCKHOLDERS.

Our authorized  capital stock consists of 600,000,000 shares of common stock and
80,000 shares of preferred stock. Our board of directors,  without any action by
stockholders,  is authorized to divide the authorized  shares of preferred stock
into  series  and  to  designate   the  rights,   qualifications,   preferences,
limitations and terms of the shares of any series of preferred stock,  including
but not limited to dividend,  redemption,  voting  rights and  preferences.  The
rights of  holders  of shares of  preferred  stock  that may be issued  might be
superior  to the rights  granted to the  holders  of  existing  shares of common
stock.  Further,  the ability of our board of directors  to designate  and issue
series of preferred shares could impede or deter an unsolicited  tender offer or
takeover  proposal and the issuance of  additional  shares  having  preferential
rights  could affect  adversely  the voting power and other rights of holders of
our common stock.

PROVISIONS  OF  NEVADA  LAW  COULD  DISCOURAGE,   DELAY  OR  PREVENT  A  MERGER,
ACQUISITION  OR OTHER CHANGE IN CONTROL OF US, EVEN IF A CHANGE IN CONTROL WOULD
BENEFIT OUR STOCKHOLDERS.

At any time that we have 200 or more  stockholders of record, we will be subject
to Nevada's  statutes  that  prohibit us from  engaging  in  specified  business
combinations with "interested  stockholders," including beneficial owners of 10%
or more of the voting power of our outstanding shares. Thereafter,  combinations
may be permissible only if specified  conditions are satisfied.  Nevada law also
provides that  directors  may resist a change or potential  change in control if
the  directors  determine  that the  change  is  opposed  to, or not in the best
interest of, the  corporation.  Additionally,  Nevada law permits  directors and
officers in exercising their  respective  powers with a view to the interests of
the  corporation,  to consider:  the interests of the  corporation's  employees,
suppliers, creditors and customers; the economy of the state and the nation; the
interests of  community  and society;  and the  long-term as well as  short-term
interests of the  corporation  and its  stockholders,  including the possibility
that these  interests  may be best served by the continued  independence  of the
corporation.  Accordingly, these statutory provisions could discourage potential
takeover  attempts and could reduce the price that investors might be willing to
pay for shares of our common stock in the future.

ITEM 2. DESCRIPTION OF PROPERTY.

We occupy  approximately 10,000 square feet of office space located at 15101 Red
Hill Ave. Suite # 220,  Tustin,  California.  The cost of the lease is $1.10 per
square foot. Our lease expires on July 31, 2006.

ITEM 3. LEGAL PROCEEDINGS.

In September  2003,  we were served with a lawsuit filed in the Supreme Court of
New York,  County of New York, by Stern & Co  Communications  LLC, d/b/a Stern &
Co. Stern  alleging  that we breached a contract  with them by failing to tender
payment in full for services  rendered.  Stern sought to recover  damages in the
amount of $35,000,  and a warrant to purchase 36,000 shares of our common stock.
In November 2003, we entered into a stipulated  settlement agreement with Stern.
In consideration  for a full release of Stern's claims,  we granted Stern 15,000
shares of common stock and a warrant to purchase  15,000  shares of common stock
at an exercise price equal to our closing stock price on the date of issuance.

In December 2003, Paul Musco, the ex-President of our wholly-owned subsidiary, Z
prompt, Inc. filed suit against us and Z prompt in Superior Court of California,
County of Orange,  California.  The claim alleged breach of contract,  fraud and
misrepresentation  stemming from our  acquisition of, and his termination of his
employment


                                       18

<PAGE>

with,  Z prompt.  Mr.  Musco  is  seeking  damages in excess of  $800,000,  plus
punitive  damages.  We believe that Mr. Musco  breached  his  agreements  with Z
prompt  and  have  filed  a cross  complaint  for  breach  of  contract,  fraud,
negligence and breach of fiduciary duty seeking $2,000,000.  Mr. Musco has since
filed his own cross-compliant  against us, Dennis Vadura,  Frank Wiebe and Craig
Hewitt  alleging  fraud and tortious  interference  with  contract.  Although no
assurance  can be given that we will prevail on the merits,  we will  vigorously
defend these allegations.

In October 2003, a former employee of Z prompt, Nathalie Luu, filed suit against
us and Z prompt in Superior Court of California,  County of Orange,  California.
The complaint claims wrongful termination,  intentional  infliction of emotional
distress and retaliatory discharge,  based on allegations that the plaintiff was
terminated for reporting to management alleged fraudulent  accounting  practices
by Z prompt  management.  The former  employee  is seeking  $112,000 in monetary
damages including loss of wages,  plus punitive damages.  Although no assurances
can be given that we will prevail on the merits, we will vigorously defend these
allegations.

On March 23, 2004, our wholly-owned subsidiary, Z prompt, Inc., filed a petition
for relief under Chapter 11 of the United States  Bankruptcy  Code in the United
States Bankruptcy Court,  Central District of California.  As of May 31, 2004, Z
prompt had not filed a proposed Plan of Reorganization.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no matters  submitted to a vote of the security  holders  during
the fiscal year ended June 30, 2003.

                                    PART II.

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET PRICE

Our common  stock has been  quoted on the OTC  Bulletin  Board  over-the-counter
market since June 2001,  and is quoted under the symbol  ACUP.OB . The following
table sets forth the range of high and low  closing  bid prices per share of our
common  stock as  reported by  www.nasdaq.com.  on the close of trading for such
date for the fiscal years ended June 30, 2003 and June 30, 2002.

June 30, 2003: (1) (2)                   HIGH                LOW
                                         ----                ---
         1st Quarter                     $1.24              $ .90
         2nd Quarter                     $1.70              $ .75
         3rd Quarter                     $1.70              $1.01
         4th Quarter                     $1.14              $ .91

June 30 2002: (1) (2)
         1st Quarter                     $1.24               $.90
         2nd Quarter                     $1.62               $.85
         3rd Quarter                     $1.40              $1.02
         4th Quarter                     $1.40               $.91

(1)      Prices take into account a 4 for 1 stock dividend that was effective
         July 2002; a 1 for 2,000 reverse stock split effective in May 2002; and
         a 1 for 5 reverse stock split effective in May 2002.

(2)      These quotations reflect inter-dealer prices, without mark-up,
         mark-down or commission, and may not represent actual transactions.

For a discussion risks relating to our securities, see "Risk Factors - Risks
Relating to our Securities".


                                       19

<PAGE>

PREFERRED STOCK

Our Articles of Incorporation  authorize 80,000 shares of preferred stock,  $.01
par value per share. Our board of directors, without any action by stockholders,
is authorized to divide the authorized shares of preferred stock into series and
to designate the rights, qualifications,  preferences,  limitations and terms of
the  shares of any  series of  preferred  stock,  including  but not  limited to
dividend,  redemption,  voting rights and preferences.  The rights of holders of
shares of  preferred  stock  that may be issued  may be  superior  to the rights
granted to the holders of existing shares of common stock.  Further, the ability
of our board of directors to designate and issue such undesignated  shares could
impede  or deter  an  unsolicited  tender  offer or  takeover  proposal  and the
issuance of additional shares having  preferential rights could affect adversely
the voting power and other rights of holders of our common stock.

We have not filed a  certificate  of  designation  with respect to any series of
preferred stock. During the year ended June 30, 2003, we agreed to issue a total
of 71,529 shares of Series A Preferred  Stock as collateral  for secured  notes.
The parties have subsequently agreed to cancel the transaction.  On December 31,
2003,  we  agreed to issue  8,471  shares  of  Series A  Preferred  Stock to two
stockholders  of record in  exchange  for  3,325,000  shares of common  stock of
Material Technologies, Inc. On May 7, 2004, we entered into an agreement whereby
we exchanged the 3,325,000 shares of common stock of Material Technologies, Inc.
for the 8,471  shares of Series A  Preferred  Stock.  Accordingly,  as of May 7,
2004, no preferred stock was issued or outstanding.

COMMON STOCK

Our Articles of  Incorporation  authorize  600,000,000  shares of common  stock,
$.001  par  value  per  share.  As of June  30,  2003 and May 24,  2004,  we had
112,945,963  and  146,724,882,  respectively,  shares of common stock issued and
outstanding that were held by approximately 1,000 stockholders of record.

OPTIONS AND WARRANTS

As of June 30, 2003 and May 24, 2004,  we had  outstanding  warrants to purchase
30,586,415  and  55,139,110,  respectively,  shares of common  stock at exercise
prices ranging from $0.01 to $1.55 per share.

As of June 30,  2003 and May 24,  2004,  we had  outstanding  stock  options  to
purchase  12,450,000  and  18,170,000,  respectively,  shares of common stock at
exercise prices ranging from $0.31 to $1.55 per share.

For  information  regarding  securities  authorized  for  issuance  under equity
compensation  plans,  see Part  III,  Item 11  "Security  Ownership  of  Certain
Beneficial  Owners and Related  Stockholder  Matters - Equity  Compensation Plan
Information"  of this Annual  Report on Form 10-KSBA  which is  incorporated  by
reference into this Part II, Item 5.

REGISTRAR AND TRANSFER AGENT

As of June 30, 2003,  our  registrar and transfer  agent was Interwest  Transfer
Co., Inc., 1981 Murray Road, Suite 100,  Halliday,  Utah  84117-5148;  telephone
(801)  272-9294.  Subsequent  to the fiscal year ended June 30, 2003, we changed
our registrar and transfer to Signature Stock  Transfer,  Inc. One Preston Park,
2301 Ohio Drive, Suite 100, Plano, Texas 75093; telephone (972) 612-4120.

DIVIDEND POLICY

We have not adopted any policy  regarding the payment of dividends on our common
stock.  We do not intend to pay any cash  dividends  on our common  stock in the
foreseeable  future. We expect to invest all of our cash resources in developing
our business.


                                       20

<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

COMMON STOCK:

On April 1, 2003,  AccuPoll  issued 7,000 shares of common stock to a consultant
for services  valued at $7,280.  We relied on the  exemption  from  registration
under Section 4(2) of the  Securities  Act of 1933, as amended (the  "Securities
Act").

On June 13, 2003,  AccuPoll issued 450,000 shares of common stock to an investor
for proceeds of $125,000.  We relied on the exemption  from  registration  under
Section 4(2) of the Securities Act.

Between  April 1, 2003 and June 24, 2003,  AccuPoll  issued a total of 4,216,213
shares of common  stock to various  investors  outside of the United  States for
cash  proceeds of  $587,660.  We relied on  Regulation  S as an  exclusion  from
registration under the Securities Act.

WARRANTS:

On April 11, 2003, AccuPoll issued to a consultant,  in exchange for services, a
warrant to purchase  25,000 shares of common stock at an exercise price of $1.02
per share.  We relied on the exemption from  registration  under Section 4(2) of
the Securities Act.

On April 21, 2003, AccuPoll issued to a consultant, in exchange for services, a
warrant to purchase 150,000 shares of common stock at an exercise price of $1.05
per share. We relied on the exemption from registration under Section 4(2) of
the Securities Act.

On June 19, 2003, AccuPoll issued to a consultant,  in exchange for services,  a
warrant to purchase  250,000 shares of common stock at an exercise price of $.46
per share.  We relied on the exemption from  registration  under Section 4(2) of
the Securities Act.

On June 27, 2003 AccuPoll  issued to a consultant,  in exchange for services,  a
warrant to purchase  700,000  shares of common stock for services at an exercise
price of $.75 per share.  We relied on the  exemption  from  registration  under
Section 4(2) of the Securities Act.

On June 30, 2003, AccuPoll issued to a consultant,  in exchange for services,  a
warrant to purchase an aggregate of 15,000 shares of common stock at an exercise
price of $.75 per share.  We relied on the  exemption  from  registration  under
Section 4(2) of the Securities Act.

Between May 26, 2003 and June 30,  2003,  AccuPoll  issued to various  investors
outside of the United  States  warrants to purchase an  aggregate  of  1,721,996
shares of common stock at exercise prices ranging from $.1224 to $.35 per share.
We relied on Regulation S as an exclusion from registration under the Securities
Act.

OPTIONS:

On June 18, 2003,  AccuPoll issued to various employees and consultants  options
to purchase  5,410,000  shares of common stock at an exercise  price of $.91 per
share. We relied on the exemption under Section 4(2) of the Securities Act.

COMMISSIONS

From January 2002 to March 31, 2004, Andreea Porcelli,  a member of our board of
directors,  has  assisted us in the  placement  of our  securities  offerings in
Europe. These offerings were excluded from registration under the Securities Act
pursuant to Regulation S. As compensation  for these services,  Ms. Porcelli was
entitled to receive  $528,000 in cash and  warrants to purchase an  aggregate of
1,501,752  shares of our common stock at exercise  prices ranging from $.1224 to
$.75 per share.  Ms. Porcelli has directed us to pay all cash  compensation  and
issue all


                                       21

<PAGE>

warrants to Montacino Ltd,  Southampton  Ltd and  Continental  Advisors S.A. Ms.
Porcelli has advised us that she is not a  beneficial  owner or affiliate of any
of these entities.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

AccuPoll  Holding  Corp.  ("AccuPoll",  "we" or  "us")  was a  development-stage
company  at June 30,  2003  that  seeks to  become a leader  in  developing  and
marketing  computerized  voting  machines  and  their  associated  products  and
services for use in federal, state, local and private elections. We believe that
we are currently the only publicly traded company focused solely on the election
industry.

We have  developed  a direct  recording  electronic  (DRE)  voting  system  that
provides a  voter-verified  paper  audit  trail  that is both human and  machine
readable.  Our system  was  qualified  as  meeting  the  federal  voting  system
standards  on  March  25,  2004 and we  believe  that it is  currently  the only
electronic  voting system  providing  these  features that is so qualified.  Key
benefits of our voting system include:  an intuitive touch screen interface,  an
audit capability that includes  multiple copies of the electronic  records and a
voter-verified  paper  audit  trail  (VVPAT)  that is  both  human  and  machine
readable. Additional benefits include the ability to support multiple languages,
to provide  under/over-vote  warnings,  the use of software based on open source
products (e.g.,  Linux) and open standards (e.g., XML,  Unicode,  Java), and the
use of non-proprietary hardware.

As of May 31,  2004,  our DRE  voting  system  was  certified  by the  states of
Arkansas,  South Dakota and Utah.  Currently,  we are in the process of applying
for certification in additional states.

Our objective is to protect an  individual's  right to vote by insuring  access,
accuracy,  privacy and integrity in the voting process and in so doing to become
the leading  provider of polling  place  electronic  voting  solutions  that are
reliable, accurate, immediate, confidential, secure, easy-to-use and auditable

Our business is subject to numerous  risks and  uncertainties,  you are strongly
urged to  consider  carefully  the risks and  uncertainties  described  in "Risk
Factors" below in Part I of this annual report on Form 10-KSB/A.

PLAN OF OPERATIONS

As of June 30, 2003, we have not generated  any revenues from  operations  since
the  inception of AccuPoll,  Inc.,  our wholly owned  operating  subsidiary,  in
August  2001.  We do not  expect to report  any  significant  revenue  until the
successful  development and marketing of our direct  recording  electronic (DRE)
voting  system.  Additionally,  after the launch of our products  and  services,
there can be no assurance that we will generate positive cash flow and there can
be no  assurances  as to the level of  revenues,  if any,  that we may  actually
achieve from our planned operations.

Our expenses  increased  from $2.4 million for the period ended June 30, 2002 to
$4.8  million for the year ended June 30, 2003  primarily  because of  increased
general  and  administrative  expenses  and  professional  fee  expenses.  These
expenses  increased  because we were an operating  public company for the entire
fiscal year.  Our net loss for the year ended June 30, 2003 was $4.8 million and
we expect that we will incur  significant  operating  losses for the foreseeable
future.

In  accordance  with  Statement  of  Financial  Accounting  Standards  Number 86
"Accounting for the Costs of Computer  Software to be Sold,  Leased or Otherwise
Marketed" (SFAS 86), the cost of purchased  computer software to be sold, leased
or otherwise  marketed that has no alternative future use shall be accounted for
the  same  as the  costs  incurred  to  develop  such  software  internally,  as
specified.  Per SFAS 86,  all costs  incurred  to  establish  the  technological
feasibility  are  research  and  development  costs.  In  accordance  with  this
provision,  we have expensed  approximately $176,000 of research and development
related  expenses from  inception  through  September  2001.  The expensed costs
related to the  creation of a working  model from a white  paper  created by the
founders, mainly related to the labor of the technicians and programmers, with a
small portion related to various computer components.  We reached  technological
feasibility,  a working model, in September 2001,  which was the product's first
independent  usage.  Costs  incurred  subsequent  to  September  2001  have been
capitalized.


                                       22

<PAGE>

Our success  depends on our ability to obtain  government  contracts,  primarily
through  counties in the United States,  to replace their current voting systems
with our DRE voting system.

LIQUIDITY AND CAPITAL RESOURCES

From August 2001,  the date of our  inception,  through  June 30, 2003,  we have
raised a total of  approximately  $2,400,000  from the sale of common  stock and
convertible notes and other securities.

Our cash was $0 at June 30, 2003.

We have a convertible  debenture with Palisades Holdings,  LLC whereby Palisades
Holdings,  at its  discretion,  may  provide us loans of up to  $1,250,000.  The
convertible  debenture  bears  interest  at an annual rate of 10% and matures on
June 30,  2004.  The  debenture  is  convertible  on 90 days  written  notice by
Palisades  Holdings at the lesser of (i) 50% of the average three lowest closing
prices  for our common  stock for the  twenty  days  immediately  preceding  the
conversion  date or (ii) $.0625 per share.  At June 30,  2003,  we had  borrowed
$50,000  under such  debenture.  At May 31, 2004,  the amount of  principal  and
accrued but unpaid interest under such debenture equaled approximately $760,000.

On December 19, 2002 we issued a $165,000  note to an individual  investor.  The
note bears  interest at an annual rate of 8% and is payable upon demand.  At May
31, 2004,  the amount of principal  and accrued but unpaid  interest  under such
debenture equaled approximately $55,000.

We have  offered  and sold a  substantial  number of shares of common  stock and
warrants and options to purchase  common stock  without  registration  under the
Securities  Act of 1933, as amended,  or  qualification  under state  securities
laws.  If any offer or sale were not exempt from,  or otherwise  not subject to,
federal and state  registration and  qualification  requirements,  the purchaser
would have a number of remedies,  including  the right to rescind the  purchase.
The Securities  Act of 1933, as amended,  requires that any claim for rescission
be  brought  within  one  year  of the  violation.  We have  sold  approximately
16,233,718  shares  of  common  stock  and  warrants  and  options  to  purchase
approximately  12,937,970 shares of common stock in the United States within one
year of May 31, 2004. The time periods  within which claims for rescission  must
be brought  under state  securities  laws vary and may be two years or more from
the date of the  violation.  We have  sold  approximately  17,143,009  shares of
common  stock and  warrants  and  options to purchase  approximately  14,028,810
shares of common  stock in the United  States  within two years of May 31, 2004.
Further,  we cannot  assure you that  courts will not apply  equitable  or other
doctrines to extend the period within which  purchasers  may bring their claims.
The number of warrants and options described above does not include warrants and
options to purchase  3,600,000 shares of common stock issued within two years of
May 31, 2004 to our chief  executive  officer,  Dennis Vadura and our president,
Frank  Wiebe and a warrant to  purchase  12,400,000  shares of common  stock for
which the  holder  has  agreed in  writing  that it will not assert any right to
rescission that it may have.  However, we can not assure you that this agreement
is enforceable.

Our management  believes that we will not generate any  significant  revenues in
the next few months, nor will we have sufficient cash to fund our operations. As
a result,  our success will largely  depend on our ability to secure  additional
funding  through the sale of our common  stock,  debt and/or  other  securities.
There  can be no  assurance,  however,  that we will be able to  consummate  any
financing in a timely manner, or on a basis favorable to us or at all.

CAPITAL EXPENDITURES

We anticipate  certain  capital  expenditures  related to developing and testing
subsequent versions of the voting system hardware and software. We estimate such
capital expenditures for hardware to be approximately $500,000 and an additional
$500,000 for  software  over the course of the fiscal year ending June 30, 2004.
We will be reliant on future fund  raising in order to pay for  development  and
testing of these subsequent versions.


                                       23

<PAGE>

GOING CONCERN

Our independent  certified public  accountants have stated in their audit report
included in this Form 10-KSB/A,  that we have incurred  losses from  operations,
negative working capital,  and lack of operational  history.  These  conditions,
among others,  raise  substantial doubt about our ability to continue as a going
concern.

INFLATION

Our  management  believes that  inflation  has not had a material  effect on our
results of operations.

CRITICAL ACCOUNTING POLICIES

The  preparation of financial  statements and related  disclosures in conformity
with accounting  principles  generally  accepted in the United States of America
requires management to make judgments, assumptions and estimates that affect the
amounts reported in our consolidated  financial  statements and the accompanying
notes.  The amount of assets and  liabilities  reported on our balance sheet and
the amount of revenues and expenses  reported for each of our fiscal periods are
affected by estimates and  assumptions,  which are used for, but not limited to,
the  accounting  for  equity   instruments   subject  to  rescission,   software
development costs,  estimated allowance for doubtful accounts, the realizability
of our  investments  in  affiliated  companies and the valuation of deferred tax
assets. Actual results could differ from these estimates. The following critical
accounting  policies are  significantly  affected by judgments,  assumptions and
estimates used in the preparation of the financial statements:

EQUITY INSTRUMENTS SUBJECT TO RESCISSION

We account for common stock and other equity  instruments that may be subject to
rescission  claims at  estimated  fair value  (based on  applicable  measurement
criteria)  in  accordance  with (1) the  Securities  and  Exchange  Commission's
promulgated  accounting rules and interpretive  releases, and (2) the applicable
provisions of Statement of Financial Accounting Standards (SFAS) No. 150 and its
related   interpretations.   Under  the  Securities  and  Exchange  Commission's
interpretation of accounting principles generally accepted in the United States,
reporting  such  claims  outside of  stockholders'  equity/deficit  is  required
regardless of how remote the redemption event may be.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

In accordance with SFAS  No. 86 "Accounting  for the Costs of Computer  Software
to be Sold Leased or Otherwise Marketed," we capitalize certain costs related to
the development of new software products or the enhancement of existing software
products for sale or license. These costs are capitalized from the point in time
that technological  feasibility has been established,  as evidenced by a working
model or detailed  working  program design to the point in time that the product
is available for general  release to customers.  Capitalized  development  costs
will be amortized on a straight-line  basis over the estimated economic lives of
the products, beginning with the general product release to customers.  Research
and development costs incurred prior to establishing  technological  feasibility
and costs  incurred  subsequent  to general  product  release to  customers  are
charged to expense as  incurred.  We  periodically  evaluate  whether  events or
circumstances have occurred that indicate that the remaining useful lives of the
capitalized  software  development costs should be revised or that the remaining
balance of such assets may not be recoverable.

At June 30, 2003, we believe that no revisions to the remaining  useful lives or
write-down of capitalized software  development costs are required.  Our systems
were qualified as meeting federal voting system standards in late March 2004. We
will begin amortizing the capitalized  software  development costs over a period
of twelve months beginning April 2004.

STOCK BASED COMPENSATION

We account for stock-based  compensation issued to employees using the intrinsic
value based method as prescribed


                                       24

<PAGE>

by Accounting  Principles  Board Opinion No. 25 (APB 25),  "Accounting for Stock
issued to  Employees."  Under the  intrinsic  value based  method,  compensation
expense is the excess,  if any, of the fair value of the stock at the grant date
or other  measurement  date over the amount an employee  must pay to acquire the
stock.  Compensation  expense, if any, is recognized over the applicable service
period, which is usually the vesting period.

SFAS 123, "Accounting for Stock-Based  Compensation," if fully adopted,  changes
the method of accounting for employee stock-based compensation plans to the fair
value based method.  For stock  options and  warrants,  fair value is determined
using an option  pricing  model that takes into  account  the stock price at the
grant date,  the exercise  price,  the  expected  life of the option or warrant,
stock  volatility  and the  annual  rate of  quarterly  dividends.  Compensation
expense,  if any, is recognized  over the applicable  service  period,  which is
usually the vesting period.

The adoption of the  accounting  methodology of SFAS 123 is optional and we have
elected to continue accounting for stock-based  compensation issued to employees
using  APB 25;  however,  pro  forma  disclosures,  as if we  adopted  the  cost
recognition  requirement  under SFAS 123,  are  required  to be  presented.  For
stock-based  compensation issued to non-employees,  we use the fair value method
of accounting under the provisions of SFAS 123.

Financial  Accounting  Standards  Board (FASB)  Interpretation  No. 44 (FIN 44),
"Accounting  for  Certain   Transactions   Involving  Stock   Compensation,   an
Interpretation  of APB  25"  clarifies  the  application  of APB 25 for  (a) the
definition  of employee  for  purposes of applying  APB 25, (b) the criteria for
determining  whether  a plan  qualifies  as a non  compensatory  plan,  (c)  the
accounting  consequence for various  modifications  to the terms of a previously
fixed  stock  option or award and (d) the  accounting  for an  exchange of stock
compensation  awards in a business  combination.  We believe that we account for
transactions involving stock compensation in accordance with FIN 44.

SFAS 148, "Accounting for Stock-Based  Compensation - Transition and Disclosure,
an amendment of SFAS No. 123," provides  alternative methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  In  addition,  this  statement  amends  the  disclosure
requirements  of SFAS 123 to require  prominent  disclosures  in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results.

CONSOLIDATION OF WEB TOOLS INTERNATIONAL, INC.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities, an Interpretation of ARB 51". The primary objectives of FIN No. 46 are
to provide  guidance  on the  identification  of entities  for which  control is
achieved through means other than voting rights (variable interest entities,  or
VIEs),  and  how  to  determine  when  and  which  business   enterprise  should
consolidate the VIE. This new model for  consolidation  applies to an entity for
which  either:  (a) the equity  investors  do not have a  controlling  financial
interest;  or (b) the equity  investment at risk is insufficient to finance that
entity's activities without receiving additional  subordinated financial support
from other  parties.  In  addition,  FIN No. 46  requires  that both the primary
beneficiary and all other enterprises with a significant  variable interest in a
VIE make  additional  disclosures.  As amended in December  2003,  the effective
dates of FIN No. 46 for us are as follows:  (a) for interests in special-purpose
entities:  the first period ended after December 15, 2003; and (b) for all other
types of VIEs: the first period ended after March 15, 2004.

As disclosed in the accompanying notes to our June 30, 2003 consolidated
financial statements, we are associated with Web Tools International, Inc. (WTI)
through common ownership; in addition, we are virtually WTI's only customer for
software development services. Based on these and other factors, we have
determined that (1) WTI is a VIE and (2) we are its primary beneficiary.
Therefore, effective January 1, 2004, the accounts of WTI will be consolidated
with those of AccuPoll.

RECENT ACCOUNTING PRONOUNCEMENTS

We continue to assess the effects of recently issued accounting  standards.  The
impact  of all  recently  adopted  and  issued  accounting  standards  has  been
disclosed in Note 1 of the consolidated  financial  statements  included in this
amended report on Form 10-KSB/A.


                                       25

<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

The consolidated financial statements of AccuPoll for its fiscal year ended June
30, 2003 are provided  with this Form  10-KSB/A and are  incorporated  herein by
reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE.

On May 24, 2002, we selected Squar, Milner, Reehl + Williamson,  LLP, (Squar) as
our  independent  auditors to audit the  consolidated  financial  statements  of
AccuPoll  for the fiscal  year ended June 30,  2002.  Our prior  fiscal year end
financial statements were audited by Mantyla McReynolds (Mantyla).  We dismissed
Mantyla on May 24,  2002.  The  decision to change  auditors was approved by the
Board of Directors.

During  the  fiscal  years  ended  June 30,  2000 and  June  30,  2001,  and any
subsequent  interim  period prior to May 24, 2002, we believe that there were no
disagreements with Mantyla on any matter of accounting  principles or practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements,  if not resolved to the satisfaction of Mantyla would have caused
them to make reference to the subject matter of the  disagreements in connection
with their audit report.  Mantyla's audit report on the financial  statements of
AccuPoll  for  fiscal  2000 and 2001 did not  contain  any  adverse  opinion  or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.  Mantyla's report for the fiscal year ended June
30, 2001 and the three  months ended June 30,  2000,  contained a going  concern
paragraph  and  a  fourth   explanatory   paragraph   describing  going  concern
contingencies.

During  the  fiscal  years  ended  June 30,  2000 and  June  30,  2001,  and any
subsequent  interim  period prior to May 24, 2002,  we believe that there was no
disagreement  or  difference of opinion with Mantyla  regarding any  "reportable
event" as that term is defined in Item 304(a)(1)(iv)(B) of Regulation S-B. There
were no reportable  events as that term is defined in Item  304(a)(1)(iv)(B)  of
Regulation S-B.

During the two most recent fiscal years ended June 30, 2002, AccuPoll (or anyone
on  AccuPoll's  behalf)  did not consult  Squar in  connection  with  AccuPoll's
financial statements  regarding either the application of accounting  principles
to a specified  transaction,  either completed or proposed, or the type of audit
opinion that might be rendered on AccuPoll's  consolidated  financial statements
or any matter that was the subject of a reportable event.

ITEM 8A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) and 15d-15(e) under the  Securities  Exchange Act of 1934, as amended)
that are  designed to ensure that  information  required to be  disclosed in our
periodic  reports  filed  under  the  Exchange  Act,  is  recorded,   processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's rules and forms, and that such information is accumulated
and  communicated to our management,  including our chief executive  officer and
chief financial  officer,  as appropriate,  to allow timely decisions  regarding
required  disclosure.  In designing and evaluating  the disclosure  controls and
procedures,  management  recognized that any controls and procedures,  no matter
how well  designed  and  operated,  can provide  only  reasonable  assurance  of
achieving the desired  objectives,  and management  necessarily  was required to
apply its  judgment in  evaluating  the  cost-benefit  relationship  of possible
controls and procedures.

We carried out an evaluation of the effectiveness of the design and operation of
our disclosure  controls and procedures as of June 30, 2003. This evaluation was
carried out under the supervision and with the  participation of our management,
including  our  principal   (chief)  executive  officer  and  principal  (chief)
financial  officer.  Based upon the evaluation,  our principal (chief) executive
officer and principal  (chief)  financial  officer concluded that our disclosure
controls  and  procedures  were  of  limited  effectiveness  at  the  reasonable
assurance level at June 30, 2003.

There have been no changes in our  internal  control  over  financial  reporting
during our  quarter  ended June 30,  2003 that have  materially  affected or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                       26

<PAGE>

Subsequent  to June  30,  2003,  we hired  additional  accounting  personnel  to
re-evaluate  and revise our disclosure  controls and procedures and to implement
new disclosure controls and procedures. As part of this plan and implementation,
we are re-evaluating  and re-designing and documenting  policies and procedures,
putting those  procedures in operation and monitoring the  effectiveness  of the
procedures.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTANT.

EXECUTIVE OFFICERS AND DIRECTORS

Our executive officers and directors and their ages as of June 30, 2003 are as
follows:

NAME                   AGE   POSITION
-------------------    ---   ---------------------------------------------------
Dennis Vadura          42    Director and Chief Executive Officer
Frank J. Wiebe         43    Director, President, Secretary and Treasurer
Craig A. Hewitt        35    Chief Financial Officer
Chester Noblett Jr.    59    Executive Vice President, Sales + Marketing
Jo-Ann Zakielarz       51    Vice President, Government Affairs/Global Alliances
Andreea M. Porcelli    35    Director

Our executive  officers and  directors  hold office until their  successors  are
elected  and  qualified,  or until their  death,  resignation  or  removal.  The
background and principal  occupations of each executive  officer and director of
AccuPoll are as follows:

DENNIS VADURA has been a director and our Chief Executive  Officer since May 20,
2002. From April 2000 to the present, he has been the Chief Executive Officer of
Web Tools International, Inc., software development and consulting company. From
April 1999 to April 2000, Mr. Vadura was a senior technical  architect  employed
by Electronic Data Systems ("EDS").  From 1996 to April 1999, he was employed by
companies  acquired  by EDS in similar  positions.  Mr.  Vadura  received a B.S.
degree in mathematics in 1984 and a M.S. in computer science from the University
of Waterloo (Canada).

FRANK WIEBE has been a director and our President, Secretary and Treasurer since
May 20, 2002.  From May 2000 to the present,  he has been the Vice  President of
Web Tools International,  Inc. software development and consulting company. From
November 1992 to the May 2000, he was employed at various  positions,  including
Strategic  Program  Manager from January 1998 to May 2000,  with EDS E.solutions
business unit. He previously held various  positions with the Gemini Group.  Mr.
Wiebe received a B.S. degree in computer science from the University of Manitoba
in 1982,  and received a Masters of Science degree  (computer  science) from the
University of Manitoba in 1987.

CRAIG HEWITT has been our chief  financial  officer  since May 2002.  Mr. Hewitt
also  owns and  operates  Hewitt &  Associates,  Inc.,  a  financial  consulting
company.  From August 2000 to September 2001, he was the chief financial officer
of Junum Incorporated,  a public company engaged in credit and finance services.
From August 1998 to August  2000,  Mr.  Hewitt was chief  financial  officer for
Universal  Broadband Networks,  a public company engaged in  telecommunications.
From August 1995 to August 1998, he was the chief  financial  officer/controller
of  Compreview,  Inc. a software  development  company.  Mr.  Hewitt  received a
business degree from California State University - Fullerton in 1990.

CHESTER NOBLETT has our  Vice-President of Sales & Marketing since July 2002 and
is responsible for the AccuPoll sales  organization.  From June 1999 to December
2001, he was chief executive officer for eSAT, an Internet


                                       27

<PAGE>

broadband company.  He served briefly as interim chief financial officer of eSAT
from January  1997 to February  1998 before  being  promoted to chief  executive
officer.  From 1991 to 1996,  Mr.  Noblett was  employed as the chief  executive
officer for Tradom  International,  a subsidiary  of Asahi  Shoucian,  Inc.,  an
international  trading  company.  Mr. Noblett received a B.S. degree in Business
Administration  from the  University  of Southern  California in 1971 and an MBA
from Southern States  University in 1996. Mr. Noblett is a military veteran.

JO-ANN ZAKIELARZ has been our Vice President of Government  Relations and Global
Alliances since January 2003. From 1990 to January 2003, Ms.  Zakielarz was with
Unisys Corp. where she developed,  promoted and implemented technology solutions
for state and local election  officials.  Her experience ranges from selling and
consulting   on   the    implementation    of   precinct   voting   systems   to
statewide-centralized  voter registration systems. She has provided testimony in
the  Federal  Election  Commission  Hearings  and  debates in the United  States
Congress,  on various matters  including the National Voter  Registration Act of
1993.

ANDREEA M.  PORCELLI has been a director of AccuPoll  since May 20,  2002.  From
August 2, 2002 to the present Ms.  Porcelli has been an  independent  consultant
with Continental Advisors S.A. (U.K.). From October 2000 to August 2002, she was
a registered  representative  of  Schneider  Securities,  Inc.  From May 2000 to
October 2000, she was a registered  representative  of  Berry-Shino  Securities,
Inc. From March 1999 to May 2000, Ms.  Porcelli was a registered  representative
of Paulson  Investment  Company,  Inc.  From  November  1998 to March 1999,  Ms.
Porcelli was a registered  representative with Gilford Securities  Incorporated.
From June 1998 to November 1998, she was a registered  representative with North
Coast Securities Corporation.  From March 1998 to May 1998, she was a registered
representative  with Van Kasper + Company.  From June 1996 to February 1998, she
was a registered  representative  with MH Meyerson + Co. Ms. Porcelli  graduated
from  Franklin  College  (Switzerland)  in 1992 with a degree  in  international
relations and economics.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,  requires
AccuPoll's  executive  officers and directors,  and persons who beneficially own
more than ten percent of our equity securities, to file reports of ownership and
changes in ownership  with the  Securities  and Exchange  Commission.  Officers,
directors and greater than ten percent  stockholders  are required by Securities
and  Exchange  Commission  regulation  to furnish us with  copies of all Section
16(a) forms they file.

Based solely on the review of copies of such  reports  furnished to AccuPoll and
written  representations  that no other reports were  required,  we believe that
during the fiscal year ended June 30, 2003,  our executive  officers,  directors
and all  persons  who own more than ten  percent  of a  registered  class of our
equity securities complied with all Section 16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the total compensation,  paid to or earned during
each of our last three fiscal years by (i) our Chief Executive  Officer and (ii)
our  other  executive   officers  for  the  fiscal  year  ended  June  30,  2003
(collectively referred to herein as the "Named Executive Officers").


                                       28

<PAGE>

<TABLE>
<CAPTION>
                                                  SUMMARY COMPENSATION TABLE
                                          Annual Compensation                       Long Term Compensation
                                   ----------------------------------  ------------------------------------------------
                                                                               Awards                   Payouts
                                                                       -----------------------  -----------------------
                                                           Other       Restricted   Securities                 All
Name +                                                     Annual         Stock     Underlying    LTIP        Other
Principal               Fiscal       Salary    Bonus    Compensation     Awards      Options    Payouts   Compensation
Position                 Year         ($)       ($)        ($)(1)          ($)       SARS (#)     ($)        ($)(2)
--------------------  ---------     ---------  ------  --------------  -----------  ----------  --------  -------------
<S>                   <C>            <C>        <C>        <C>             <C>      <C>           <C>         <C>
Dennis Vadura         6/30/2003      $115,000    0           *              0        2,400,000     0            0
(CEO)                 6/30/2002        28,750    0           *              0        4,032,000     0            0
                      6/30/2001             0    0           *              0                0     0            0

Frank Wiebe           6/30/2003      $115,000    0           *              0        1,200,000     0            0
(President)           6/30/2002        28,750    0           *              0        2,016,000     0            0
                      6/30/2001             0    0           *              0                0     0            0

Craig Hewitt          6/30/2003       $92,084    0           *              0          250,000     0            0
(CFO)                 6/30/2002        15,000    0           *              0          300,000     0            0
                      6/30/2001             0    0           *              0                0     0            0

Chester Noblett Jr.   6/30/2003       $79,269    0           *              0        1,200,000     0            0
(VP Sales)            6/30/2002             0    0           *              0                0     0            0
                      6/30/2001             0    0           *              0                0     0            0

Jo-Ann Zakielarz      6/30/2003       $33,846    0           *              0          600,000     0            0
(VP Global Affairs)   6/30/2002             0    0           *              0                0     0            0
                      6/30/2001             0    0           *              0                0     0            0
</TABLE>

(1) Personal benefits received by our named executive  officers are valued below
the  levels  that  would  otherwise  require  disclosure  under the rules of the
Securities and Exchange Commission.

(2) We do not currently provide any contingent or deferred forms of compensation
arrangements,  annuities,  pension or retirement benefits to our named executive
officers.

OPTION GRANTS IN LAST FISCAL YEAR

The  following  table  shows all options to acquire  shares of our common  stock
granted to Named Executive Officers during the fiscal year ended June 30, 2003.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                          Number of Securities      Percent of Total
                               Underlying               Options
                                Options                Granted to        Exercise or
                                Granted               Employees in       Base Price
Name                              (#)                  Fiscal Year        ($/Share)       Expiration Date
-------------------------------------------------------------------------------------------------------------
<S>                              <C>                       <C>            <C>              <C>
Dennis Vadura                    2,400,000                 33.52%            $.91           06/18/2013

Frank Wiebe                      1,200,000                 16.76%            $.91           06/18/2013

Craig Hewitt                       250,000                  3.49%            $.91           06/18/2013

Chester Noblett Jr.                400,000                  5.59%          $.3125           03/12/2008
                                   500,000                  6.98%            $.91           06/18/2013
                                   300,000                  4.19%            $.80           03/12/2008

Jo-Ann Zakielarz                   600,000                  8.38%           $1.25           12/04/2012
</TABLE>


                                       29

<PAGE>

AGGREGATED  OPTION  EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

The  following  table shows all stock  options  exercised  by a Named  Executive
Officer  during the fiscal  year ended June 30, 2003 and the number and value of
options they held at such fiscal year end.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                     Number of                       Value of
                                     Shares                         Securities                     Unexercised
                                    Acquired                  Underlying Unexercised               In the Money
                                       on        Value              Options at                       Options
                                    Exercise    Realized        Fiscal Year-End (#)         at Fiscal Year-End ($)(1)
Name                                  (#)         ($)       Exerciseable Unexercisable      Exercisable Unexercisable
-------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>      <C>               <C>            <C>           <C>
Dennis Vadura                          0          n/a      2,056,000         4,376,000       $  869,960    $1,539,160

Frank Wiebe                            0          n/a      1,028,000         2,188,000       $  434,980    $  769,580

Craig Hewitt                           0          n/a        362,500           187,500       $  179,250    $        0

Chester Noblett                        0          n/a        400,000                 0       $  264,000    $        0
                                       0          n/a        125,000           375,000       $        0    $        0
                                       0          n/a        300,000                 0       $   33,000    $        0

Jo-Ann Zakielarz (6/30/2003)           0          n/a        200,000           400,000       $        0    $        0
</TABLE>

(1) Represents the difference between the closing bid price ($.91) of our common
stock on June 30,  2003,  the last trading day of our fiscal year ended June 30,
2003, and the exercise price of the options.

EXECUTIVE EMPLOYMENT AGREEMENTS

On May 20, 2002, we entered into employment  agreements with Dennis Vadura,  our
chief  executive  officer,  and  Frank  Wiebe,  our  president,   secretary  and
treasurer.  Each employment  agreement has a three year term and provides for an
annual base salary of $115,000, with a minimum annual 10% increase as determined
by our board of directors.  The agreements also provide that Messrs.  Vadura and
Wiebe will be entitled to participate in AccuPoll's  management  stock incentive
plan as soon as reasonably  practicable.  Bonus  compensation,  if any, is to be
determined by the board of directors or the compensation  committee of the board
of directors,  but cannot exceed 100% of their then  applicable  annual  salary.
Under the agreements,  if either Mr. Vadura or Mr. Wiebe voluntarily  resigns or
is  terminated  with  cause  (as  defined  in the  agreements),  he will only be
entitled to receive his compensation through the date of termination.  If either
Mr. Vadura's or Mr. Wiebe's  employment is terminated by either officer for good
reason (as defined in the  agreements) or by AccuPoll  without cause, he will be
entitled to a lump-sum  severance payment in an amount equal to his then current
annual salary and AccuPoll will be required to provide all of his benefits for a
twelve month period. If either Mr. Vadura or Mr. Wiebe is permanently  disabled,
AccuPoll  will pay him his then current  annual  salary and provide all benefits
through the remainder of the calendar year and a three month period  thereafter.
If either Mr.  Vadura or Mr.  Wiebe  dies,  AccuPoll  will pay his then  current
annual salary through the calendar month in which such death occurs.

On May 29, 2002,  we entered into a consulting  agreement  with Craig A. Hewitt,
our chief financial officer.  This agreement provides for compensation of $5,000
per month  through  August 31, 2002,  and $7,500 per month  thereafter.  We also
granted Mr.  Hewitt an option to purchase  300,000  shares of common stock at an
exercise  price of $.3125  per share.  As of May 29,  2003,  all of the  options
vested.  The  options are  exercisable  for a period of 5 years from the date of
grant. This agreement has been renewed and expired on May 29, 2004.


                                       30

<PAGE>

COMMITTEES

We do not  have  an  audit  committee,  nominating  committee,  or an  executive
committee  of the  board of  directors.  However,  the  board of  directors  may
establish various committees in the future.

BENEFIT PLANS

We do not have any pension plan,  profit  sharing plan, or similar plans for the
benefit of our officers, directors or employees.  However, we may establish such
plans in the future.

BOARD COMPENSATION

Each non-employee  director  receives $500 for each board meeting attended,  and
for each committee  meeting attended on days other than those on which the Board
meets.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

The following  table sets forth  certain  information  regarding the  beneficial
ownership as of June 30, 2003 of our common stock by (a) each person known to us
owning  beneficially  more than five  percent of the  outstanding  shares of our
common stock, (b) each of our directors, (c) the executive officers named in the
Summary Compensation Table set forth in the "Executive  Compensation" section of
this Annual  Report,  and (d) all of our  executive  officers and directors as a
group. Unless otherwise indicated,  each of the stockholders has sole voting and
investment power with respect to the shares beneficially owned.  However,  under
California  law,  personal  property  owned by a married person may be community
property that either spouse may manage and control,  and we have no  information
as to whether any shares shown in the following  table are subject to California
community property law. Unless otherwise  indicated,  the address of each of the
stockholders  named below is our principal  executive  office.  THE  INFORMATION
PROVIDED  IN THIS  TABLE IS BASED ON OUR  RECORDS,  INFORMATION  FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION AND INFORMATION PROVIDED TO US.

THE NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH  ENTITY,  PERSON,  DIRECTOR OR
EXECUTIVE  OFFICER IS DETERMINED  UNDER THE RULES OF THE SECURITIES AND EXCHANGE
COMMISSION,  AND THE  INFORMATION  IS NOT  NECESSARILY  INDICATIVE OF BENEFICIAL
OWNERSHIP  FOR ANY  OTHER  PURPOSE.  UNDER  THESE  RULES,  BENEFICIAL  OWNERSHIP
INCLUDES  ANY SHARES AS TO WHICH THE  INDIVIDUAL  HAS THE SOLE OR SHARED  VOTING
POWER OR  INVESTMENT  POWER AND ALSO ANY SHARES THAT THE PERSON HAS THE RIGHT TO
ACQUIRE WITHIN 60 DAYS OF JUNE 30, 2003 THROUGH THE EXERCISE OF ANY STOCK OPTION
OR OTHER  RIGHT.  SHARES THAT A PERSON HAS THE RIGHT TO ACQUIRE ARE DEEMED TO BE
OUTSTANDING  FOR THE  PURPOSE OF  COMPUTING  THE  PERCENTAGE  OWNERSHIP  OF THAT
PERSON,  BUT ARE NOT DEEMED TO BE  OUTSTANDING  FOR THE PURPOSE OF COMPUTING THE
PERCENTAGE OWNERSHIP OF ANY OTHER PERSON.

<TABLE>
<CAPTION>
                                                  Amount and Nature of     Percentage of Class
NAME AND ADDRESS OF BENEFICIAL OWNER              Beneficial OWNERSHIP            OWNED
------------------------------------              --------------------     -------------------
<S>                                                   <C>                        <C>
Dennis Vadura (1) (2) (3)                              55,526,560                 48.7%
Frank Wiebe (1) (2) (4)                                43,367,040                 38.0%
Craig Hewitt (5)                                        1,162,806                  1.0%
Andreea M. Porcelli                                             0                     *
Chester Noblett (6)                                     1,200,000                  1.0%
Jo-Ann Zakielarz (7)                                      600,000                     *
Directors and Officers as a group                      80,392,240                 70.5%
</TABLE>


                                       31

<PAGE>

         * Less than 1% of the issued and outstanding shares.

(1)  Includes 3,064,000 shares of common stock held by Web Tools  International,
     Inc., a company owned and controlled by Messrs. Vadura and Mr. Wiebe.

(2)  Includes  18,400,000 shares of common stock as to which Messrs.  Vadura and
     Wiebe have shared voting power pursuant to proxies granted by stockholders.
     Messrs. Vadura and Wiebe have no economic interest in such stock.

(3)  Includes  an  option to  purchase  800,000  shares at an exercise  price of
     $.91 per share which  expires on June 18,  2013;  and an option to purchase
     4,032,000  shares at an exercise price of $.3125 per share which expires on
     May 29, 2012

(4)  Includes  an  option to  purchase  400,000  shares at an exercise  price of
     $.91 per share which  expires on June 18,  2013;  and an option to purchase
     2,016,000  shares at an exercise price of $.3125 per share which expires on
     May 29, 2012.

(5)  Includes  551,000  shares held by Hewitt & Associates,  Inc., a corporation
     solely owned by Mr. Hewitt.  Includes an option to purchase  250,000 shares
     at an exercise  price of $.91 per share which expires on June 18, 2013; and
     an option to purchase  300,000  shares at an  exercise  price of $.3125 per
     share which expires on August 26, 2013.

(6)  Includes an option to purchase  400,000 shares at an exercise price of $.25
     per share which  expires on March 12, 2008;  an option to purchase  500,000
     shares at an  exercise  price of $.91 per share  which  expires on June 18,
     2013; and an option to purchase 250,000 shares at an exercise price of $.75
     per share which expires on March 12, 2008.

(7)  Includes  an  option to  purchase  600,000  shares  of  common  stock at an
     exercise price of $1.54 per share which expires on December 4, 2012.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information concerning the shares of common stock
that may be issued upon exercise of outstanding options under all of AccuPoll's
equity compensation plans as of June 30, 2003.


                                       32

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                             (A)                          (B)                            (C)
                                -----------------------------  -------------------------  -----------------------------------
                                                                                            Remaining Available for Future
                                    Number of Securities           Weighted-Average              Issuance Under Equity
                                 To Be Issued Upon Exercise        Exercise Price of        Compensation Plans (Excluding
                                   of Outstanding Options,       Outstanding Options,          Securities Reflected in
                                     Warrants and Rights          Warrants and Rights                 Column (A)
Plan Category                                (#)                          ($)                            (#)
-----------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                          <C>                               <C>
Equity compensation
plans approved by
security holders                                 --                     $    0                           n/a

Equity compensation
plans not approved by
security holders                         43,036,415                     $ 0.47                           n/a

Total                                    43,036,415                     $ 0.47                           n/a
</TABLE>

We  have a 2002  Consultant  Compensation  Plan  which  authorizes  us to  grant
non-qualified  stock options with or without stock  appreciation  rights (SAR's)
and stock  bonuses to our  consultants.  There are  12,000,000  shares of common
stock available for grant to participants under the plan. Our board of directors
determined to adopt the plan to retain and compensate consultants and to provide
additional incentive for consultants. Shares involved in the unexercised portion
of any terminated or expired  option may again be available for grant,  provided
that to the extent any option in whole or in part is  surrendered  as the result
of the exercise of a SAR, the shares subject to the  surrendered  portion of the
option will no longer be available for use under the plan. The exercise price of
any  option  issued  under the plan may not be less than 85% of the fair  market
value of the shares on the date of grant.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

MASTER SERVICES AGREEMENT

In April 2002,  we entered into a Master  Services  Agreement  whereby Web Tools
International,  Inc. (WTI) provided  substantially all  non-production  services
related to the  manufacture of our voting system.  Under the agreement  AccuPoll
was charged hourly rates for WTI's  employees  working on AccuPoll  matters.  In
addition,  AccuPoll reimbursed WTI for all reimbursable  expenses, as defined in
the agreement. AccuPoll was not charged for the use of the office space or fixed
assets of WTI. All overhead  related  charges were  included in the basic hourly
rates charged by WTI to AccuPoll.  The agreement  expired on March 31, 2004. All
ideas,  inventions,  concepts,  know-how,  methods,  methodologies,   processes,
algorithms, techniques,  compilations, software and other works of authorship of
any nature  created or developed by WTI during the course of  performance of the
agreement are the exclusive  property of AccuPoll.  WTI is owned and operated by
Dennis Vadura and Frank Wiebe.  Mr.  Vadura is our chief  executive  officer,  a
director and stockholder. Mr. Wiebe is our president, treasurer and secretary, a
director  and a  stockholder.  During the fiscal year ended June 30,  2003,  WTI
invoiced approximately  $1,300,000 to AccuPoll under the terms of the agreement,
of which approximately $925,000 remained due and payable as of June 30, 2003.

From January 2002 to March 31, 2004, Andreea Porcelli,  a member of our board of
directors,  has  assisted us in the  placement  of our  securities  offerings in
Europe. These offerings were excluded from registration under the Securities Act
pursuant to Regulation S. As compensation  for these services,  Ms. Porcelli was
entitled to receive  $528,000 in cash and  warrants to purchase an  aggregate of
1,501,752  shares of our common stock at exercise  prices ranging from $.1224 to
$.75 per share.  Ms. Porcelli has directed us to pay all cash  compensation  and
issue all warrants to Montacino Ltd,  Southampton Ltd and  Continental  Advisors
S.A. Ms. Porcelli has advised us that she is not a beneficial owner or affiliate
of any of these entities.


                                       33

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

         (A)      REPORTS ON FORM 8-K

                  Current reports on Form 8-K were filed by AccuPoll during its
fiscal year ended June 30, 2003, specifically indicated below:

                  The Form 8-K report filed on April 23, 2003

                  The Form 8-K/A report filed on June 23, 2003

                  The Form 8-K/A report filed on June 25, 2003

         (B)      EXHIBITS

                  INDEX TO EXHIBITS

            EXHIBITS    DESCRIPTION

                3.1     Articles  of   Incorporation   dated  January  25,  1985
                        (Incorporated  by  reference  from  Exhibit 3(i) to Form
                        10-KSB for fiscal year ended June 30, 2000)

                3.2     Amendment to Articles of Incorporation dated November 4,
                        1985  (Incorporated  by reference  from Exhibit 3(ii) to
                        Form 10-KSB for fiscal year ended June 30, 2000)

                3.3     Amendment  to  Articles of  Incorporation  dated May 23,
                        2002  (Incorporated  by reference from Exhibit 3(iii) to
                        Form 10-KSB for fiscal year ended June 30,  2000,  filed
                        October 7, 2002)

                3.4     Bylaws (Incorporated by reference from Exhibit 3(iii) to
                        the Form 10-KSB for the fiscal year ended June 30, 2002)
                        3.5 Amendment to Bylaws

                4.1     Debenture,  dated June 20,  2003  between  AccuPoll  and
                        Palisades Holdings, LLC

                9.1     Proxy in favor of Dennis  Vadura  and Frank  Wiebe  from
                        Picasso,  LLC  (Incorporated  by reference  from Exhibit
                        10.9 to the Form  10-KSB for the fiscal  year ended June
                        30, 2002, filed October 7, 2002)

                9.2     Proxy in favor of Dennis  Vadura  and Frank  Wiebe  from
                        ViperTrust (Incorporated by reference from Exhibit 10.10
                        to the Form  10-KSB for the  fiscal  year ended June 30,
                        2002, filed October 7, 2002)

                9.3     Proxy in favor of Dennis  Vadura  and Frank  Wiebe  from
                        Aramis Investment, LLC

                9.4     Proxy in favor of Dennis Vadura and Frank Wiebe from The
                        Glacier Trust

                9.5     Proxy in favor of Dennis  Vadura  and Frank  Wiebe  from
                        Morpheus Trust

                10.1    Stock  Exchange  Agreement  dated May 20, 2002,  between
                        WIPC and AccuPoll,  Inc.,  Dennis Vadura and Frank Wiebe
                        (Incorporated  by reference from Exhibit 1 to Form 8-K/A
                        filed May 28, 2002)

                10.2    Employment Agreement, dated May 20, 2002, between Dennis
                        Vadura and AccuPoll 10.3 Employment Agreement, dated May
                        20, 2002, between Frank Wiebe and AccuPoll

                10.4    Indemnification  Agreement,  between  Dennis  Vadura and
                        AccuPoll  (Incorporated  by reference from Exhibit 10.13
                        to the  Form-KSB  for fiscal  year ended June 30,  2002,
                        filed October 7, 2002)

                10.5    Indemnification  Agreement,   between  Frank  Wiebe  and
                        AccuPoll  Exhibit  10.14 to the Form-KSB for fiscal year
                        ended June 30, 2002, filed October 7, 2002


                                       34

<PAGE>

                10.6    Master  Services  Agreement  dated  April  2002 with Web
                        Tools  International,  Inc.  (Incorporated  by reference
                        from Exhibit 10.7 to Form-KSB for fiscal year ended June
                        30, 2002, filed October 7, 2002)

                10.7    Consulting   Agreement  dated  April  23,  2002  between
                        AccuPoll and GCH Capital, Ltd (Incorporated by reference
                        from Exhibit 10.8 to Form-KSB for fiscal year ended June
                        30, 2002, filed October 7, 2002)

                10.8    Consulting Agreement,  dated May 29, 20002 between Craig
                        Hewitt and  AccuPoll  (Incorporated  by  reference  from
                        Exhibit 10.17 to the Form-KSB for fiscal year ended June
                        30, 2002, filed October 7, 2002)

                10.9    Reorganization  Agreement  dated  April 9, 2003  between
                        AccuPoll and Z prompt,  Inc.  (Incorporated by reference
                        from Exhibit to Form 8-K filed April 23, 2003)

                10.10   AccuPoll 2002 Consultant Compensation Plan (Incorporated
                        by reference  from Exhibit 10 to Form S-8 filed June 11,
                        2002.

                10.11   Location  Incentive  Agreement,   dated  December  2002,
                        between AccuPoll and Amarillo Economic Corporation.

                10.12   Exclusive Territory and Compensation Agreement, November
                        4, 2003, by and between AccuPoll and AmCad, LLC

                10.13   Teaming  Agreement,  dated  December  1,  2002,  by  and
                        between AccuPoll and Electronic Data Systems

                10.14   Standard  Sublease dated July 23, 2003 between Greenberg
                        Farrow Architecture, Inc. and AccuPoll

                16.1    Letter  of  Mantyla  +  McReynolds  regarding  change of
                        certifying   accountant  to  Squar,   Milner,   Reehl  +
                        Williamson,  LLP (Incorporated by reference from Exhibit
                        16 to From 8-K filed August 9, 2001)

                21.1    List of Subsidiaries

                23.1    Consent of Accountants

                31.1    Certification  by Chief  Executive  Officer  pursuant to
                        Rule  13a-14(a)  or  15d-14(a),  as adopted  pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002

                31.2    Certification  by Chief  Financial  Officer  pursuant to
                        Rule  13a-14(a)  or  15d-14(a),  as adopted  pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002

                32.1    Certification by Chief Executive  Officer pursuant to 18
                        U.S.C.  Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002

                32.2    Certification by Chief Financial  Officer pursuant to 18
                        U.S.C.  Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the fiscal year ended June 30, 2003, AccuPoll's fees for professional
services rendered by its independent auditors were as follows:

(a)      AUDIT FEES: Aggregate fees billed or expected to be billed for
         professional services rendered for the audit of our fiscal year 2003
         annual financial statements and review of the financial statements in
         our reports on Form 10-QSB: $58,000.

(b)      AUDIT RELATED FEES: $67,700 (approximately $55,000 of which is related
         to the audits of Z prompt, Inc.).

(c)      TAX FEES: $6,757.


(d)      ALL OTHER FEES: $0.


Our board of directors has considered and determined that the services  rendered
by the independent  certified  public  accountants with respect to the foregoing
fees are compatible with maintaining their independence,  and all such fees were
pre-approved by our board of directors.


                                       35


<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.

Date:    June 7, 2004

                               ACCUPOLL HOLDING CORP.


                               By:  /s/ Frank J. Wiebe
                                  ---------------------------------------------
                                        Frank J. Wiebe


                               By:  /s/ Dennis Vadura
                                  ---------------------------------------------
                                        Dennis Vadura


                               By: /s/  Craig A. Hewitt
                                  ---------------------------------------------
                                        Craig A. Hewitt


                               By: /s/  Andreea M. Porcelli
                                  ---------------------------------------------
                                        Andreea M. Porcelli


                                       36

<PAGE>



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
AccuPoll Holding Corp.

We have audited the accompanying  consolidated balance sheet of AccuPoll Holding
Corp. and subsidiary ("the "Company") (a development stage company),  as of June
30, 2003, and the related consolidated  statements of operations,  stockholders'
deficit and cash flows for the period from  August 9, 2001  (Inception)  through
June 30, 2002 and for the year ended June 30, 2003. These consolidated financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of AccuPoll Holding
Corp. and  subsidiary as of June 30, 2003,  and the results of their  operations
and their cash flows for the period from August 9, 2001 (Inception) through June
30, 2002 and for the year ended June 30, 2003, in conformity with U.S. generally
accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As discussed in Note 1, the
Company has losses from  operations  through  June 30,  2003,  negative  working
capital at June 30,  2003  approximating  $1,833,000  and a lack of  operational
history.  These  factors,  among  others,  raise  substantial  doubt  about  the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are described in Note 1. The consolidated  financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

As discussed in Note 10 to the accompanying  consolidated  financial statements,
the Company may be subject to possible  rescission  claims regarding the sale or
other issuances of certain equity  instruments.  Accordingly,  the June 30, 2003
consolidated  balance sheet has been restated to reflect the potential liability
associated  with such  transactions.  As  discussed  in Note 11, an  expense  of
$655,000  relating to warrants for services that were not provided by the vendor
was recorded during the year ended June 30, 2003. Accordingly,  the consolidated
statements  of  operations  for the year  then  ended  and for the  period  from
Inception to June 30, 2003 have been restated to reduce the previously  reported
net loss for such periods by $655,000.

/s/ Squar, Milner, Reehl + Williamson, LLP
Newport Beach, California

October 8, 2003,  except for the fifth paragraph of this report and Notes 10 and
11, as to which the date is June 2, 2004.

Page F-1
<PAGE>



                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
                    CONSOLIDATED BALANCE SHEET - AS RESTATED
                                  June 30, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             ASSETS
<S>                                                                           <C>
CURRENT ASSETS
        Deferred acquisition costs                                             $   144,206
        Prepaid expenses                                                             2,500
                                                                               -----------
TOTAL CURRENT ASSETS                                                               146,706

        Capitalized software development costs                                   1,403,899
                                                                               -----------

        TOTAL ASSETS                                                           $ 1,550,605
                                                                               ===========
                              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
        Accounts payable and accrued expenses                                  $   931,503
        Related party payables                                                     872,940
        Notes payable to related parties                                           175,000
                                                                               -----------

TOTAL LIABILITIES                                                                1,979,443
                                                                               -----------

        Put liability related to warrant issuance                                  113,750
        Equity instruments subject to rescission                                 4,377,033
                                                                               -----------
                                                                                 4,490,783
                                                                               -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
        Convertible Series A preferred stock, $0.01 par value,
        80,000 shares authorized, no shares issued or outstanding                      --
        Common stock, par value of $0.001, 600,000,000 shares
          authorized; 112,945,963 shares issued and outstanding                    112,946
        Additional paid in capital                                               2,222,580
        Deficit accumulated during the development stage                        (7,255,147)
                                                                               -----------

TOTAL STOCKHOLDERS' DEFICIT                                                     (4,919,621)
                                                                               -----------

        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $ 1,550,605
                                                                               ===========
</TABLE>

--------------------------------------------------------------------------------
Page F-2                    See notes to these consolidated financial statements


<PAGE>

                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
               CONSOLIDATED STATEMENTS OF OPERATIONS - AS RESTATED
      For The Year Ended June 30, 2003, For The Period From August 9, 2001
            (Inception) Through June 30, 2002 and For The Period From
                August 9, 2001 (Inception) Through June 30, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     Year Ended      Period Ended   Inception through
                                    June 30, 2003    June 30, 2002    June 30, 2003
                                    -------------    -------------    -------------
<S>                                 <C>              <C>              <C>
REVENUES                            $          --    $          --    $          --
EXPENSES
       General and administrative       3,104,192          728,019        3,832,211
       Professional fees                1,714,475        1,198,622        2,913,097
       Interest                            29,900          303,875          333,775
       Research and development                --          176,064          176,064
                                    -------------    -------------    -------------
                                        4,848,567        2,406,580        7,255,147
                                    -------------    -------------    -------------

NET LOSS                            $  (4,848,567)   $  (2,406,580)   $  (7,255,147)
                                    =============    =============    =============

LOSS PER COMMON SHARE               $       (0.05)   $       (0.04)   $       (0.08)
                                    =============    =============    =============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                106,687,447       68,735,272       89,545,603
                                    =============    =============    =============
</TABLE>

--------------------------------------------------------------------------------
Page F-3                    See notes to these consolidated financial statements

<PAGE>

                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - AS RESTATED
 For The Period From August 9, 2001 (Inception) Through June 30, 2002 and
                        For The Year Ended June, 30 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                           Total
                                                       Common Stock         Common Stock  Additional    Accumulated    Stockholder's
                                                -------------------------   Subscription   Paid-in     Deficit During     Equity
                                                  Shares         Amount     Receivable     Capital    Development Stage  (Deficit)
                                                ----------   ------------  -------------  ----------  ----------------  ------------
<S>                                             <C>               <C>        <C>         <C>                <C>         <C>
Balance at August 9, 2001 (Inception)                   --   $         -   $     --      $      --     $         --     $       --

Issuance of common stock upon formation         61,280,000        61,280         --         (61,280)             --             --

Issuance of common stock at $0.08 per share for
the conversion of notes payable, including
accrued interest of $16,375                      3,724,292         3,724         --         300,151              --        303,875

Issuance of common stock at $0.08 per share for
note receivable                                    612,800           613         --          49,387              --         50,000

Proceeds from the issuance of common stock
at $0.08 per share in connection with the
exercise of warrants                             3,724,292         3,724    (12,500)        298,744              --        289,968

Proceeds from the issuance of common stock
at $0.12 per share in connection with the
exercise of warrants                             6,177,024         6,177         --         750,004              --        756,181

Issuance of common stock in connnection with
the merger with WIPC (including 18,400,000
shares issued to brokers)                       18,639,000        18,639         --         (18,639)             --             --

Issuance of common stock at $0.06 per
share for services                               4,800,000         4,800         --         295,200              --        300,000

Issuance of common stock at $0.08 per
share for services                               3,840,000         3,840         --         309,504              --        313,344

Estimated fair value of warrants granted
in connection with convertible debt                     --            --         --         287,500              --        287,500

Estimated fair value of options and
warrants granted for services                           --            --         --         813,525              --        813,525

Equity instruments subject to rescission                --            --         --      (1,021,834)             --     (1,021,834)

Interest on equity instruments subject
to rescission                                           --            --         --         (12,137)             --        (12,137)

Net loss                                                --            --         --              --      (2,406,580)    (2,406,580)
                                               -----------   -----------   --------     -----------    ------------    -----------

Balance at June 30, 2002                       102,797,408   $   102,797   $(12,500)    $ 1,990,125     $(2,406,580)    $ (326,158)
                                               ===========   ===========   ========     ===========    ============    ===========

Issuance of common stock at $0.91 for services       6,593   $         7   $     --     $     5,993     $        --     $    6,000

Issuance of common stock at $1.02 for services      32,862            33         --          33,486              --         33,519

Issuance of common stock at $1.04 for services      17,000            17         --          17,663              --         17,680

Issuance of common stock at $1.05 for services     207,142           207         --         217,292              --        217,499

Issuance of common stock at $1.17 for services     120,000           120         --         140,280              --        140,400

Issuance of common stock at $1.18 for services       6,667             7         --           7,860              --          7,867

Issuance of common stock at $1.20 for services      30,000            30         --          35,970              --         36,000

Issuance of common stock at $1.25 for services       8,500             9         --          10,616              --         10,625

Issuance of common stock at $1.40 for services      20,000            20         --          27,980              --         28,000

Proceeds from the issuance of common stock
at $0.00 per share in connection with the
cashless exercises of warrants                     208,540           209         --           (209)              --             --

Proceeds from the issuance of common stock
at $0.06 per share in connection with the
exercise of warrants                               911,954           912         --          56,201              --         57,113

Proceeds from the issuance of common stock
at $0.08 per share in connection with the
exercise of warrants                               245,120           245         --          19,755              --         20,000

Proceeds from the issuance of common stock
at $0.12 per share in connection with the
exercise of warrants                             2,828,272         2,828         --         343,113              --        345,941

Proceeds from the issuance of common stock
at $0.25 per share in connection with the
exercise of warrants                               200,000           200         --          49,800              --         50,000
</TABLE>

....continued
--------------------------------------------------------------------------------
Page F-4                    See notes to these consolidated financial statements

<PAGE>

....continued

<TABLE>
<CAPTION>
                                                                                                                           Total
                                                       Common Stock         Common Stock  Additional    Accumulated    Stockholder's
                                                -------------------------   Subscription   Paid-in     Deficit During     Equity
                                                  Shares         Amount     Receivable     Capital    Development Stage  (Deficit)
                                                ----------   -----------------------------------------------------------------------
<S>                                             <C>               <C>        <C>         <C>                <C>         <C>
Proceeds from the issuance of common stock
at $0.06 per share for cash                        535,445   $       535   $     --      $  32,929              $-    $    33,464

Proceeds from the issuance of common stock
at $0.12 per share for cash                      3,642,480         3,642         --        444,057              --        447,699

Proceeds from the issuance of common stock
at $0.25 per share for cash                        840,000           840         --        209,160              --        210,000

Proceeds from the issuance of common stock
at $0.30 per share for cash                         52,280            52         --         15,782              --         15,834

Proceeds from the issuance of common stock
at $0.40 per share for cash                         62,500            63         --         24,937              --         25,000

Proceeds from the issuance of common stock
at $0.47 per share for cash                         95,200            95         --         44,940              --         45,035

Proceeds from the issuance of common stock
at $0.50 per share for cash                         50,000            50         --         24,950              --         25,000

Proceeds from the issuance of common stock
at $0.95 per share for cash                         28,000            28         --         26,572              --         26,600

Commissions paid for fund raising activity              --            --         --       (281,944)             --       (281,944)

Beneficial conversion feature in connection
with the issuance of convertible debt                   --            --         --         50,000              --         50,000

Estimated FMV of warrants granted in
connection with N/P                                     --            --         --         20,000              --         20,000

Estimated FMV of warrants granted for services          --            --         --      1,839,000              --      1,839,000

Estimated FMV of options granted for services           --            --         --        273,084              --        273,084

Liability incurred in connection with the
issuance of warrants                                    --            --         --       (113,750)             --       (113,750)

Equity instruments subject to rescission                --            --         --     (3,185,309)             --     (3,185,309)

Interest on equity instruments subject to
rescission                                              --            --         --       (157,753)             --       (157,753)

Write off of subscriptions receivable                   --            --     12,500             --              --         12,500

Net loss                                                --            --         --             --      (4,848,567)    (4,848,567)
                                               -----------   -----------   --------     ----------    ------------    -----------
Balance at June 30, 2003                       112,945,963   $   112,946   $     --     $2,222,580    $ (7,255,147)   $(4,919,621)
                                               ===========   ===========   ========     ==========    ============    ===========
</TABLE>

--------------------------------------------------------------------------------
Page F-5                    See notes to these consolidated financial statements

<PAGE>
                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
               CONSOLIDATED STATEMENTS OF CASH FLOWS - AS RESTATED
               For The Year Ended June 30, 2003 and For The Period
        From August 9, 2001 (Inception) Through June 30, 2002 And For The
          Period From August 9, 2001 (Inception) Through June 30, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                 Inception through
Cash flows from operating activities:                                                     2003           2002      June 30, 2003
                                                                                      -----------    -----------    -----------
<S>                                                                                   <C>            <C>            <C>
       Net loss                                                                       $(4,848,567)   $(2,406,580)   $(7,255,147)
       Adjustments to reconcile net loss to net cash used in
         operating activities:
            Estimated fair value of warrants granted in connection with notes payable      20,000        287,500        307,500
            Estimated fair value of options and warrants granted for services           2,112,084        813,525      2,925,609
            Estimated fair value of common stock issued for services                      497,590        327,344        824,934
            Accrued interest related to the conversion of notes payable                        --         16,375         16,375
            Write off of stock subscription receivable                                     12,500             --         12,500
            Write off of prepaid consulting                                               286,000             --        286,000
            Changes in operating assets and liabilities:                                       --
                 Prepaid expenses                                                          (2,500)            --         (2,500)
                 Accounts payable and accrued expenses                                    755,211        176,292        931,503
                 Related party payables                                                    10,000        151,020        161,020
                                                                                      -----------    -----------    -----------

       Net cash used in operating activities                                           (1,157,682)      (634,524)    (1,792,206)
                                                                                      -----------    -----------    -----------
Cash flows from investing activities:
       Increase in deferred acquisition costs                                            (144,206)            --       (144,206)
       Proceeds from related party note receivable                                        300,000       (300,000)            --
       Increase in capitalized software development costs                                (530,013)      (111,966)      (641,979)
                                                                                      -----------    -----------    -----------

       Net cash used in investing activities                                             (374,219)      (411,966)      (786,185)
                                                                                      -----------    -----------    -----------
Cash flows from financing activities:
       Proceeds from the issuance of notes payable to related parties                     175,000             --        175,000
       Proceeds from issuance of convertible debt                                          50,000        287,500        337,500
       Proceeds from the issuance of common stock                                         828,632             --        828,632
       Proceeds from issuance of common stock upon exercise of warrants                   473,054      1,046,149      1,519,203
       Commissions paid for fund raising activities                                      (281,944)            --       (281,944)
                                                                                      -----------    -----------    -----------

       Net cash provided by financing activities                                        1,244,742      1,333,649      2,578,391
                                                                                      -----------    -----------    -----------

Net (decrease) increase in cash                                                          (287,159)       287,159             --

Cash at beginning of period                                                               287,159             --             --
                                                                                      -----------    -----------    -----------

Cash at end of period                                                                 $        --    $   287,159    $        --
                                                                                      ===========    ===========    ===========
Supplemental  disclosure of cash flow  information -
       Cash paid during the period for:
            Interest                                                                  $        --    $        --    $        --
                                                                                      ===========    ===========    ===========
            Income taxes                                                              $       800    $       800    $     1,600
                                                                                      ===========    ===========    ===========
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
See accompanying notes to the consolidated  financial  statements for additional
information relating to non-cash investing and financing  activities  concerning
prepaid  consulting  fees,  issuance of common stock related to convertible debt
and warrants,  increase in capitalized  software  development costs,  beneficial
conversion features and related party payables.
--------------------------------------------------------------------------------
Page F-6                    See notes to these consolidated financial statements

<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

AccuPoll  Holding Corp. (the  "Company"),  a Nevada  Corporation,  does business
principally  through its wholly  owned  subsidiary,  AccuPoll,  Inc.,  which was
incorporated on August 9, 2001 in Delaware. The Company is engaged in the design
and development of a voting system with an intuitive touch-screen interface (the
"Voting System") that provides a polling place  electronic  voting solution that
is  reliable,  accurate,  immediate,  secure,  easy  to  use,  confidential  and
auditable.  The Voting  System has the  ability to  simultaneously  produce  two
different   electronic   audit  trails  (recorded  on  both  the  polling  place
administrative  work  station  and the local  voting  station),  in  addition to
generating a printed-paper  ballot. The Company completed a reverse  acquisition
with a  publicly  traded  company  (see Note 2) in May 2002 and is quoted on the
Over-The-Counter   Bulletin  Board  under  the  symbol  "ACUP"  The  Company  is
classified as a development stage company.

Development Stage and Going Concern Considerations
--------------------------------------------------

The  Company has been in the  development  stage  since it began  operations  on
August 9, 2001,  has not generated any revenues from  operations and there is no
assurance  of  any  future  revenues.   The  Company  will  require  substantial
additional funding for continuing the development, obtaining regulatory approval
and commercialization of its product. There can be no assurance that the Company
will be able to obtain  sufficient  additional  funds  when  needed or that such
funds, if available, will be obtainable on terms satisfactory to the Company.

Management has taken actions to address these matters, which include:

o  Retention of experienced  management  personnel with particular skills in the
   commercialization of such products;

o  Attainment of technology  to develop such products and  additional  products;
   and

o  Raising additional funds through the sale of debt and/or equity securities.

Federal, State and various foreign government regulations govern the sale of the
Company's products.  There can be no assurance that the Company will receive the
regulatory approval required to market its proposed products.

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of  business.  The Company has losses  through  June 30,  2003,  negative
working  capital  approximating  $1,833,000 and a lack of  operational  history,
which,  among  other  factors,  raise  substantial  doubt  about its  ability to
continue as a going  concern.  The Company  intends to fund  operations  through
sales of the Voting  System,  but there is no commitment by any entities for the
purchase of any of the proposed  products.  In the absence of significant  sales
and profits,  the Company may seek to raise additional funds to meet its working
capital requirements  through additional debt and equity financing  arrangements
which management believes may be insufficient to fund its capital  expenditures,
working capital needs and other cash  requirements  for the year ending June 30,
2004. The successful  outcome of future  activities cannot be determined at this
time  and  there  is no  assurance  that if  achieved,  the  Company  will  have
sufficient  funds to execute its  intended  business  plan or generate  positive
operating results.

These circumstances, combined with the potential liability described in Note 10,
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. The accompanying  consolidated  financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Page F-7
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

Risks and Uncertainties
-----------------------

The  Company  intends  to  operate  in an  industry  that is  subject to intense
competition, government regulation and rapid technological change. The Company's
operations  are  subject  to  significant  risks  and  uncertainties   including
financial,  operational,  technological,  regulatory and other risks  associated
with an emerging business, including the potential risk of business failure.

From time to time, the Company  maintains cash balances at certain  institutions
in excess of the FDIC limit of $100,000.

Use of Estimates
----------------

The Company  prepares its consolidated  financial  statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
("GAAP") which require  management to make estimates and assumptions that affect
the reported  amounts of assets and  liabilities  and  disclosure  of contingent
assets and liabilities at the date of the consolidated  financial statements and
reported  amounts  of  revenues  and  expenses  during  the  reporting   period.
Significant estimates made by management include,  among others,  realization of
long-lived  assets,  valuation of stock  options and  warrants and  valuation of
deferred tax assets. Actual results could differ from those estimates.

Capitalized Software Development Costs
--------------------------------------

In accordance with Statement of Financial  Accounting  Standards ("SFAS") No. 86
"Accounting  for the Costs of Computer  Software to be Sold Leased or  Otherwise
Marketed," the Company  capitalizes  certain costs related to the development of
new software  products or the enhancement of existing software products for sale
or  license.   These  costs  are  capitalized   from  the  point  in  time  that
technological feasibility has been established,  as evidenced by a working model
or  detailed  working  program  design to the point in time that the  product is
available for general release to customers.  Capitalized  development costs will
be amortized on a straight-line  basis over the estimated  economic lives of the
products  (expected to be twelve  months),  beginning  with the general  product
release  to  customers.   Research  and  development  costs  incurred  prior  to
establishing  technological feasibility and costs incurred subsequent to general
product  release to customers  are charged to expense as  incurred.  The Company
periodically  evaluates  whether  events or  circumstances  have  occurred  that
indicate that the remaining useful lives of the capitalized software development
costs should be revised or that the remaining  balance of such assets may not be
recoverable.  At June 30,  2003,  management  believes  that no revisions to the
remaining useful lives or write-down of capitalized  software  development costs
are required.  Since the product has not been released to customers, the amounts
included  in  the  accompanying  consolidated  balance  sheet  have  no  related
amortization.

Fair Value of Financial Instruments
-----------------------------------

SFAS 107,  "Disclosures  About Fair Value of  Financial  Instruments,"  requires
disclosure of fair value  information  about  financial  instruments  when it is
practicable  to  estimate  that  value.  The  carrying  amount of the  Company's
accounts  payable and accrued expenses  approximate  their estimated fair values
due to the short-term maturities of those financial instruments.  The fair value
of  related  party  payables  and  notes  payable  to  related  parties  are not
determinable as these transactions are with related parties.

Stock-based Compensation
------------------------

The Company accounts for stock-based  compensation issued to employees using the
intrinsic  value based  method as  prescribed  by  Accounting  Principles  Board
Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees." Under the
intrinsic value based method,  compensation  is the excess,  if any, of the fair
value of the stock at the grant date or other  measurement  date over the amount
an employee must pay to acquire the stock.  Compensation,  if any, is recognized
over the applicable service period, which is usually the vesting period.

SFAS No. 123,  "Accounting  for  Stock-Based  Compensation,"  if fully  adopted,
changes the method of accounting for employee  stock-based  compensation  to the
fair value based method. For stock options and warrants, fair value is estimated
using an option  pricing  model that takes into  account  the stock price at the
grant date, the exercise  price,  the expected life of the option or warrant and
the  annual  rate of  quarterly  dividends.  Compensation  expense,  if any,  is
recognized  over the  applicable  service  period,  which is usually the vesting
period.

Page F-8
<PAGE>
                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

Financial Accounting Standards Board ("FASB")  Interpretation No. 44 ("FIN 44"),
"Accounting  for  Certain   Transactions   Involving  Stock   Compensation,   an
Interpretation  of APB  25,"  clarifies  the  application  of APB 25 for (a) the
definition  of employee  for purpose of applying  APB 25, (b) the  criteria  for
determining  whether  a plan  qualifies  as a non  compensatory  plan,  (c)  the
accounting  consequence for various  modifications  to the terms of a previously
fixed stock  option or award,  and (d) the  accounting  for an exchange of stock
compensation  awards in a business  combination.  Management  believes  that the
Company accounts for transactions involving stock-based employee compensation in
accordance with FIN 44.

SFAS 148, "Accounting for Stock-Based  Compensation - Transition and Disclosure,
an  amendment  of SFAS 123," was issued in December  2002 and is  effective  for
fiscal  years ending after  December  15,  2002.  SFAS 148 provides  alternative
methods  of  transition  for a  voluntary  change  to the fair  value  method of
accounting for stock-based employee  compensation.  In addition,  this Statement
amends the disclosure  requirements of SFAS 123 to require prominent disclosures
in both annual and interim  financial  statements about the method of accounting
for  stock-based  employee  compensation  and the effect of the  method  used on
reported results.

The  adoption of the  accounting  methodology  of SFAS 123 is  optional  and the
Company has elected to continue  accounting for stock-based  compensation issued
to employees using APB 25;  however,  pro forma  disclosures,  as if the Company
adopted the cost  recognition  requirements  under SFAS 123,  are required to be
presented.

At June 30, 2003, the Company has no stock-based  employee  compensation  plans.
There is no stock-based employee compensation cost reflected in net loss for the
year  ended  June 30,  2003 or for the period  from  August 9, 2001  (Inception)
through June 30, 2002,  as options  granted to employees  had an exercise  price
equal to or greater than the market value of the underlying  common stock on the
date of grant.  The following table  illustrates the effect on net loss and loss
per  common  share  if the  Company  had  applied  the  fair  value  recognition
provisions of SFAS 123 to stock-based employee compensation.

                                                    Periods Ended June 30,
                                                     2003           2002
                                                 -----------    -----------
Net loss attributable to common stockholders *   $(5,006,567)   $(2,418,717)
Add: total stock-based employee compensation
     expense determined
under fair value based method for all awards        (598,230)       (68,340)
                                                 -----------    -----------
    Pro-forma                                     (5,604,797)    (2,487,057)
                                                 ===========    ===========
Basic and diluted loss per common share:
    As reported                                  $     (0.05)   $     (0.04)
                                                 ===========    ===========
    Pro-forma                                    $     (0.05)   $     (0.04)
                                                 ===========    ===========

* These amounts include interest related to certain equity  instruments  subject
to rescission (see Note 10)

Beneficial Conversion Feature
-----------------------------

The  convertible  feature of a note  payable (see Note 4) provides for a rate of
conversion that is below market value. Such feature is normally characterized as
a "beneficial  conversion  feature"  ("BCF").  Pursuant to Emerging  Issues Task
Force Issue No. 98-5 ("EITF 98-5"),  "Accounting For Convertible Securities with
Beneficial Conversion Features or Contingently  Adjustable Conversion Ratio" and
Emerging Issues Task Force Issue No.  00-27,"Application  of EITF Issue No. 98-5
To Certain Convertible Instruments," the Company has estimated the fair value of
such BCF to be  approximately  $50,000 for the year ended June 30, 2003 and none
for the period ended June 30, 2002.

Income Taxes
------------

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts reported for income tax purposes. The Company records a
valuation  allowance for deferred income tax assets when,  based on management's
best estimate of taxable income (if any) in the foreseeable  future,  it is more
likely than not that some portion of the  deferred  income tax assets may not be
realized.

Page F-9
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

Advertising
-----------

The Company expenses the cost of advertising.  Advertising expenses approximated
$310,000  and  $90,000  for the year ended June 30, 2003 and for the period from
August 9, 2001 (Inception) through June 30, 2002, respectively.

Research and Development
------------------------

Certain expenditures for research and development activities relating to product
developments   and  improvement  are  charged  to  expense  as  incurred.   Such
expenditures  approximated  $175,000 for the period  August 9, 2001  (Inception)
through June 30, 2002.  There were no such  expenditures for the year ended June
30, 2003.

The  Company  defers  certain  costs  related  to  the  preliminary   activities
associated  with the future  manufacture  of its product,  which the Company has
determined  have future  economic  benefit.  These costs will be amortized  over
their expected  useful life when the product is available for general release to
customers.  Management  periodically  reviews and revises,  when necessary,  its
estimate  of the future  benefit of these  costs and  expenses  them if it deems
there no longer is a future benefit.  At June 30, 2003  capitalized  development
costs  approximated  $1,400,000,  consisting  primarily of software  development
costs.

Loss Per Common Share
---------------------

Under SFAS No. 128,  "Earnings per Share," basic  earnings per share is computed
by dividing net income available to common shareholders by the  weighted-average
number  of  common  shares  assumed  to be  outstanding  during  the  period  of
computation.  Diluted  earnings  per common  share is computed  similar to basic
earnings per common share  except that the  denominator  is increased to include
the number of additional  common shares that would have been  outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive  (approximating  31,700,000 and 28,200,000  shares at June 30, 2003 and
2002, respectively), based on the Treasury Stock method. Because the Company has
incurred net losses,  basic and diluted  loss per common share are equal,  since
additional potential common shares would be anti-dilutive.

                                                    PERIODS ENDED JUNE 30,
                                                ------------------------------
                                                     2003             2002
                                                -------------    -------------
Net loss, as reported                           $  (4,848,567)   $  (2,406,580)
Interest related to equity instruments
    subject to rescission                            (158,000)         (12,137)
                                                -------------    -------------
Net loss available to common stockholders       $  (5,006,567)   $  (2,418,717)
                                                =============    =============
Shares used to compute basic and diluted
   loss per common share:
   Weighted-average common shares                 106,687,447       68,735,272
                                                =============    =============
   Basic and diluted net loss per common share: $       (0.05)   $       (0.04)
                                                =============    =============

Derivative Instruments and Hedging Activities
---------------------------------------------

SFAS 133,  "Accounting For Derivative  Instruments  and Hedging  Activities," as
amended by SFAS Nos.  137,  138,  140, 141 and 145  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity  recognize all derivatives as either assets or liabilities on the
balance  sheet at their fair value.  The Company has no  derivatives  or hedging
activities as of June 30, 2003.

Comprehensive Income
--------------------

SFAS  130,  "Reporting  Comprehensive  Income"  established  the  standards  for
reporting and display of  comprehensive  income and its components in a full set
of  general-purpose  financial  statements.  The  adoption  of SFAS  130 has not
materially impacted the Company's financial position or results of operations.

Page F-10
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

Segments
--------

SFAS 131, "Disclosures about Segments of an Enterprise and Related Information,"
changed the way public  companies  report  information  about  segments of their
business  in their  annual  financial  statements  and  requires  them to report
selected segment  information in their quarterly reports issued to shareholders.
It also  requires  entity-wide  disclosures  about the  products and services an
entity provides,  the foreign countries in which it holds significant assets and
its major customers.  At June 30, 2003, the Company operates in one segment,  as
disclosed in the accompanying consolidated statements of operations.

Consolidation of Variable Interest Entities
-------------------------------------------

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities, an Interpretation of ARB 51." The primary objectives of FIN No. 46 are
to provide  guidance  on the  identification  of entities  for which  control is
achieved through means other than voting rights (variable interest entities,  or
"VIEs"),  and  how to  determine  when  and  which  business  enterprise  should
consolidate the VIE. This new model for  consolidation  applies to an entity for
which  either:  (a) the equity  investors  do not have a  controlling  financial
interest;  or (b) the equity  investment at risk is insufficient to finance that
entity's activities without receiving additional  subordinated financial support
from other  parties.  In  addition,  FIN No. 46  requires  that both the primary
beneficiary and all other enterprises with a significant  variable interest in a
VIE make  additional  disclosures.  As amended in December  2003,  the effective
dates  of FIN No.  46 for the  Company  are as  follows:  (a) For  interests  in
special-purpose  entities:  the first period ended after  December 15, 2003; and
(b) For all other types of VIEs: the first period ended after March 15, 2004.

The Company is associated  with Web Tools  International,  Inc.  ("WTI") through
common  ownership (see Note 5); in addition,  the Company is a major customer of
WTI for software  development  services.  Based on these and other factors,  the
Company has determined  that (1) WTI is a VIE and (2) the Company is its primary
beneficiary.  Therefore,  effective January 1, 2004, the accounts of WTI will be
consolidated with those of the Company.

Significant Recent Accounting Pronouncements
--------------------------------------------

Significant recent Accounting Pronouncements include:

<TABLE>
<CAPTION>
Pronouncement    Title                                                                               Effective Date
-------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                                                 <C>
SFAS No. 142     Goodwill and Other Intangible Assets                                                July 1, 2002
SFAS No. 143     Accounting for Asset Retirement Obligations                                         July 1, 2003
SFAS No. 148     Accounting  for  Stock-Based   Compensation-Transition   and  Disclosure, an        March 31, 2003
                 amendment of FASB Statement No. 123
SFAS No. 149     Amendment of Statement 133 on Derivative Instruments and Hedging Activities         July 1, 2003
SFAS No. 150     Accounting for Certain  Financial  Instruments with  Characteristics  of Both       July 1, 2003
                 Liabilities and Equity
FIN 45           Guarantor's Accounting and Disclosure Requirements for Guarantees,  Including       December 31, 2002
                 Indirect  Guarantees of  Indebtedness of others - an  Interpretation  of FASB
                 Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34
</TABLE>

Other significant recent accounting  pronouncements  are discussed  elsewhere in
these  notes  to  the  consolidated  financial  statements.  In the  opinion  of
management,  significant  recent accounting  pronouncements  did not or will not
have a material effect on the consolidated financial statements,  other than FIN
46 as discussed above.

Stock Dividend
--------------

Effective  July 18, 2002,  the  Company's  Board of  Directors  approved a stock
dividend that was accounted for as a  four-for-one  stock split.  All references
throughout  these  consolidated  financial  statements  and  notes to  number of
shares, per share amount, stock option and market prices of the Company's common
stock have been restated to reflect such stock dividend.

Equity Instruments Subject to Rescission.
----------------------------------------

The Company  accounts for common stock and other equity  instruments that may be
subject  to  rescission  claims at  estimated  fair value  (based on  applicable
measurement  criteria) in accordance with (1) the SEC's  promulgated  accounting
rules and interpretive  releases,  and (2) the applicable provisions of SFAS No.
150 and its related  interpretations.  Under the SEC's  interpretation  of GAAP,
reporting  such  claims  outside of  stockholders'  equity/deficit  is  required
regardless of how remote the redemption event may be.

Page F-11
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

Reclassifications
-----------------

Certain  reclassifications  have  been  made  to the  2002  financial  statement
presentation to conform to the current year's presentation.

2.  REVERSE ACQUISITION

On May 20, 2002, Western  International Pizza Corporation  ("WIPC"),  a publicly
traded  company,   entered  into  a  Stock  Exchange  Agreement  (the  "Exchange
Agreement")  with AccuPoll,  Inc ("AccuPoll") in a tax-free share exchange under
Section  368(a)(1)(B)  of  the  Internal  Revenue  Code.  Such  transaction  was
accounted for as a reorganization.  In May 2002, pursuant to a Certificate filed
with the Nevada  Secretary of State,  WIPC effected a one for 2000 reverse split
of all the outstanding shares of its common stock. Thereafter, in May 2002, WIPC
effected  a 1 for 5 reverse  stock  split of all the  outstanding  shares of its
common stock. Pursuant to the Exchange Agreement,  all of the outstanding common
and preferred  shares and  outstanding  warrants of AccuPoll were  exchanged for
shares of WIPC on a 1 for 1.532  basis.  By  virtue of the  reorganization,  the
stockholders of AccuPoll acquired 75,500,000 restricted common shares of WIPC.

Management  accounted for the  reorganization  as a capital  stock  transaction.
Accordingly,  the  Reorganization  was  reported  as a  recapitalization  of the
Company and AccuPoll is considered the acquirer for accounting purposes. Through
its former  stockholders,  the  Company is deemed the  acquirer  for  accounting
purposes because of (a) its majority  ownership of WIPC, (b) its  representation
on WIPC's board of directors  and (c)  executive  management  positions  held by
former officers of AccuPoll.

3.  ACQUISITION

On April 9, 2003, the Company entered into an agreement with Z prompt,  Inc. ("Z
prompt"),  a California  corporation.  According to the  agreement,  the Company
purchased all of the outstanding capital stock of Z prompt from its stockholders
in exchange for 8,000,000 shares of restricted common stock of the Company.

Additionally,  the Company was required to settle an outstanding promissory note
of Z prompt in the principal amount of approximately $400,000 that was held by a
former  stockholder  of Z prompt,  in exchange for 533,000  shares of restricted
common  stock of the  Company.  The  Company  advanced  Z  Prompt  approximately
$144,000 in connection with the acquisition, such advances have been recorded as
deferred  acquisition costs in the accompanying  consolidated balance sheet, due
to the contingency noted below.

The agreement between AccuPoll and the Z prompt  stockholders  provides that the
transaction could be rescinded at the discretion of the Z prompt shareholders if
the  electronic  voting  system of AccuPoll  was not  certified  by Wyle Labs by
September 30, 2003. Accordingly,  the Z prompt acquisition has not been recorded
in the accompanying June 30, 2003 consolidated financial statements.  As of June
30, 2003, the Company has issued  approximately  8,533,000  shares of its common
stock in connection  with the  acquisition,  which have not been recorded in the
accompanying  consolidated  financial  statements due to such  contingency.  See
additional information related to Z Prompt in Note 12.

4.  CONVERTIBLE NOTE PAYABLE

In June  2003,  the  Company  issued a  convertible  note  payable,  secured  by
substantially  all of the assets of the Company,  (the  "Convertible  Note") for
borrowings up to $600,000  bearing interest at 10% per annum. All borrowings are
due on or before Decmeber 31, 2003, as amended,  with monthly interest  payments
on the outstanding  balance.  The Convertible  Note may be converted into common
stock of the  Company  at the  lesser  of: (a) $0.06 per share or (b) 50% of the
averaged three lowest  closing  prices of the Company's  common stock for the 20
trading days  immediately  preceding  the  conversion  date,  at any time at the
option  of  the  noteholder,   as  defined.  A  beneficial   conversion  feature
approximating  $50,000 was  recorded  during the year ended June 30, 2003 and is
presented as a debt  discount to the  Convertible  Note.  Such  discount will be
amortized  to  interest  expense  over the  term of the  Convertible  Note.  The
outstanding  balance of the Convertible Note at June 30, 2003 was zero, net of a
$50,000 debt discount.

5.  RELATED PARTY TRANSACTIONS

Related Party Payables
----------------------

Related party payables  approximated  $875,000 at June 30, 2003, which represent
expenses incurred by the Company relating to the management  services  agreement
entered  into with WTI (see  below).  The amounts  bear no interest  and are due
within  thirty days of receipt.  Related  party  payables are presented net of a
$50,000  related  party note  receivable  (see Note 7) and  include  advances of
$10,000 for working capital purposes.

Notes Payable to Related Parties
--------------------------------

Page F-12
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

During the year ended June 30,  2003,  the  Company  borrowed  an  aggregate  of
$165,000 for working capital  purposes from a related party.  The note calls for
interest at 8% and is due on demand. Per the note agreement,  the Company issued
the note holder warrants to purchase restricted common stock of the Company (see
Note 7).

During the year ended June 30, 2003,  the Company  borrowed  $10,000 for working
capital  purposes  from a related  party.  The note calls for interest at 8% and
matured  in May 2003,  the  Company  is  renegotiating  the terms  with the note
holder.

Master Services Agreement
-------------------------

In April 2002, the Company entered into a Master Services  Agreement whereby Web
Tools  International,  Inc.  (WTI)  provided  substantially  all  non-production
services  related to the  manufacture of the Voting System.  Under the agreement
the  Company  was  charged  hourly  rates for  WTI's  employees  working  on the
Company's matters. In addition,  the Company reimbursed WTI for all reimbursable
expenses,  as defined in the agreement.  The Company was not charged for the use
of the office space or fixed assets of WTI.  All overhead  related  charges were
included in the basic hourly rates charged by WTI to the Company.  The agreement
expired on March 31, 2004. All ideas, inventions,  concepts,  know-how, methods,
methodologies,  processes, algorithms,  techniques,  compilations,  software and
other works of authorship  of any nature  created or developed by WTI during the
course of performance  of the agreement are the exclusive  property of AccuPoll.
WTI is owned and operated by Dennis  Vadura and Frank Wiebe.  Mr.  Vadura is the
Company' chief executive officer,  a director and stockholder.  Mr. Wiebe is the
Company's  president,  treasurer and  secretary,  a director and a  stockholder.
During  the  fiscal  year  ended  June  30,  2003,  WTI  invoiced  approximately
$1,300,000  to  the  Company  under  the  terms  of  the  agreement,   of  which
approximately $925,000 remained due and payable as of June 30, 2003.

WTI was  incorporated  in 1996 and is owned and  operated by two officers of the
Company.  WTI is in the  business of software  engineering  in various  computer
languages with an emphasis on Linux/Apache,  Sun Solaris and Microsoft  NT/Win2K
platforms.

During  the year ended  June 30,  2003,  the  Company  was billed  approximately
$1,300,000 by WTI and owed them  approximately  $925,000 at June 30, 2003, which
is included in related party  payables (as noted above,  related party  payables
are  presented  net of a $50,000 note  receivable  from WTI).  The  following is
select unaudited financial  information of WTI at June 30, 2003 and for the year
then ended:

                  Current Assets        $  990,000
                                        ==========
                  Total Assets          $  990,000
                                        ==========
                  Current Liabilities   $  330,000
                                        ==========
                  Sales, net            $1,730,000
                  Expenses               1,270,000
                                        ----------
                  Net Income            $  460,000
                                        ==========

As disclosed in Note 1, the provisions of FIN 46 will require  consolidation  of
WTI during the quarter ending March 31, 2004.

6.  COMMITMENTS AND CONTINGENCIES

Consulting Agreements
---------------------

In April 2002, the Company issued  consultants  3,840,000 shares of common stock
at $0.08 per share, valued at $313,344 (based on the market value on the date of
grant) (of which  $286,000 was  included in the  consolidated  balance  sheet as
prepaid  consulting  fees and $27,344 had been expensed  during the period ended
June 30, 2002).  The related  consulting  services  were to be provided  through
April 2004 and the Company was amortizing the prepaid  consulting  fees over the
service  period on a  straight-line  basis.  In  addition,  the Company  granted
warrants to purchase  2,000,000 shares of the Company's  restricted common stock
at an  exercise  price of $0.06  per  share,  valued at  $500,000  (based on the
Black-Scholes  pricing  model) to such  consultants as a  non-refundable  fee in
exchange for general business consulting services, which the Company recorded in
the accompanying  consolidated statement of operations for the

Page F-13
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

period  ended June 30, 2002.  During the year ended June 30,  2003,  the Company
determined it was no longer  receiving  benefit from the consultant and expensed
the remaining $286,000 in the accompanying  consolidated statement of operations
for the year ended June 30, 2003.

Legal
-----

From time to time,  the Company may be involved in various  claims,  lawsuits or
disputes in the normal  operations  of the  business.  The Company is  currently
involved in litigation as discussed in Item 3 - "Legal  Proceedings" in any such
matters  which  management  does not believe these matters could have a material
adverse effect on its financial position or results of operations.

Exclusive Supply Agreement
--------------------------

In December 2001, the Company  entered into an exclusive  supply contract with a
vendor to  manufacture  the Voting  System  product  expiring  in 2006.  Per the
agreement, if the supplier is unable to produce and deliver on time the required
quantity of  product,  the Company  may obtain the Voting  System  product  from
another supplier.

Professional
------------

The Company has entered into general consulting/lobbying agreements with various
third  parties to provide  services  related  to the  marketing  and sale of the
Company's product in certain cities which expire through April 2004. Pursuant to
the  agreements,  the Company  will pay sales  commissions  on sales  within the
various territories, as defined.

During  the year  ended  June 30,  2003,  the  Company  entered  into a Location
Incentives   Agreement  (the  "LIA")  with  the  Amarillo  Economic  Development
Corporation  ("AEDC") to establish the  Company's  customer  service  center and
voting machine repair operations in Amarillo,  Texas.  According to the terms of
the LIA, the AEDC paid the Company  $250,000 upon the  Company's  execution of a
lease for  facilities in Amarillo.  The funds  advanced under this LIA are to be
used solely for the operations in Amarillo. If the Company does not meet certain
minimum employment requirements,  as defined in the LIA, it would be required to
repay all  amounts  advanced.  The  Company  has  recorded  the  advance  in the
accompanying   consolidated  balance  sheet  in  accounts  payable  and  accrued
expenses.  In connection with the LIA, the Company granted  warrants to purchase
shares of the Company's restricted common stock (see Note 7).

7.  STOCKHOLDERS' EQUITY

Preferred Stock
---------------

The Company  has not filed a  certificate  of  designation  with  respect to any
series of  preferred  stock.  During the year ended June 30,  2003,  the Company
entered into an agreement to issue 71,529 shares of Series A Preferred  Stock as
collateral for potential loan proceeds approximating $6,300,000, less applicable
commissions. Subsequent to year end, the agreement was cancelled and the holders
of  the  related  shares  of  Series  A  have  agreed  to  return  such  shares.
Accordingly, these shares are not accounted for as outstanding at June 30, 2003.

Private Placement Memorandum
----------------------------

In November  2001,  the Company issued a Private  Placement  Memorandum  ("PPM")
offering qualified investors a convertible promissory note ("Note") and warrants
("Warrants"), collectively the "Units", in exchange for a cash investment in the
Company for an aggregate of $1,000,000.  The Company  offered 40 Units priced at
$25,000 per Unit.  Each Unit consists of a six month Note at 12% annual interest
and 306,372 warrants  ("Warrant A"), to purchase common stock at $0.08 per share
plus  accrued  interest  convertible  at $.08.  Upon  exercise of Warrant A, the
Company would issue  investors a second  warrant  ("Warrant B1") to purchase the
same number of shares as Warrant A at an exercise price of $0.12 per share. Upon
exercise  of Warrant  B1, the Company  would  issue  investors  a third  warrant
("Warrant  B2") to purchase  the same number of shares as Warrant A and B1 at an
exercise price of $0.12 per share. In connection with this PPM, the Company sold
11.5 Units and received  $287,500 and paid related  commissions of approximately
$35,000.

During the period ended June 30, 2002, the note holders exercised the conversion
feature of Warrant A into 3,724,292 shares of restricted common stock (including
approximately $16,000 in accrued interest). In addition, during the period ended
June 30, 2002, the Company issued  9,901,316  shares of restricted  common stock
related  to the  exercise  of various A, B1 and B2  warrants  for cash  totaling
approximately  $1,060,000,  of which  $12,500 was not collected and was expensed
during the year ended June 30, 2003.

The warrants  issued in connection with the PPM have been recorded in accordance
with  Accounting  Principles  Board Opinion No. 14

F-14
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

("APB 14"), "Accounting for Convertible Debt and Debt Issued with Stock Purchase
Warrants."  Accordingly,  such warrants resulted in interest expense of $287,500
in the  accompanying  consolidated  statement of operations for the period ended
June 30,  2002.  APB 14 limits such  interest  expense to the face amount of the
related debt of $287,500.

Common Stock
------------

In August 2001, the Company issued  61,280,000 shares of restricted common stock
to various  individuals in connection  with the formation of the Company.  There
has been no value  assigned  to these  shares as they were  considered  founders
shares.

In May 2002,  in  connection  with the  reverse  acquisition  (see Note 2),  the
Company issued  18,639,000  shares of common stock to shareholders of the public
company and various brokers.

In May 2002,  in  connection  with the  reverse  acquisition  (see Note 2),  the
Company  issued  4,800,000  shares of the Company's  restricted  common stock at
$0.06 per share (estimated to be the fair market value of the services rendered)
to a  broker.  The  related  $300,000  has  been  expensed  in the  accompanying
statement of operations for the period ended June 30, 2002.

In April 2002, the Company  issued 612,800 shares of restricted  common stock to
an unrelated party in connection with the assumption of a note receivable from a
related party. The common stock was valued at $50,000  (estimated by the Company
to be $0.08 per  share),  which is the  amount of the  assumed  receivable.  The
related receivable has been offset within related party payables.

As disclosed in Note 6, the Company issued 3,840,000 shares of restricted common
stock to consultants.

As described above,  during the period from December 2001 through April 2002, in
connection  with the PPM (see above),  the Company  issued  3,724,292  shares of
common stock at an exercise price of $0.08 in connection  with the conversion of
notes payable, including accrued interest of $16,375.

During the period from December  2001 through May 2002,  in connection  with the
PPM (see  above),  the  Company  issued  3,724,292  shares  of  common  stock in
connection  with the exercise of warrants  (Warrants A) for  $302,468,  of which
$12,500 was not  collected  and was  written-off  during the year ended June 30,
2003.

During the period from April 2002 through May 2002, in  connection  with the PPM
(see above),  the Company issued  3,561,900 shares of common stock in connection
with the exercise of warrants (Warrants B1) for $407,845 in cash.

During the period from May 2002 through June 2002,  in  connection  with the PPM
(see above),  the Company issued  2,844,924 shares of common stock in connection
with the exercise of warrants (Warrants B2) for $348,336 in cash.

During  the year  ended  June 30,  2003,  the  Company  issued  6,593  shares of
restricted common stock valued at $6,000 (estimated based on the market price of
$0.91 per share on the date of grant) to consultants for services rendered.

During  the year  ended June 30,  2003,  the  Company  issued  32,862  shares of
restricted  common stock valued at $33,519  (estimated based on the market price
of $1.02 per share on the date of grant) to consultants for services rendered.

During  the year  ended June 30,  2003,  the  Company  issued  17,000  shares of
restricted  common stock valued at $17,680  (estimated based on the market price
of $1.04 per share on the date of grant) to consultants for services rendered.

During  the year ended June 30,  2003,  the  Company  issued  207,142  shares of
restricted common stock valued at $217,499  (estimated based on the market price
of $1.05 per share on the date of grant) to consultants for services rendered.

During  the year ended June 30,  2003,  the  Company  issued  120,000  shares of
restricted common stock valued at $140,400  (estimated based on the market price
of $1.17 per share on the date of grant) to consultants for services rendered.

During  the year  ended  June 30,  2003,  the  Company  issued  6,667  shares of
restricted common stock valued at $7,867 (estimated based on the market price of
$1.18 per share on the date of grant) to consultants for services rendered.

Page F-15
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

During  the year  ended June 30,  2003,  the  Company  issued  30,000  shares of
restricted  common stock valued at $36,000  (estimated based on the market price
of $1.20 per share on the date of grant) to consultants for services rendered.

During  the year  ended  June 30,  2003,  the  Company  issued  8,500  shares of
restricted  common stock valued at $10,625  (estimated based on the market price
of $1.25 per share on the date of grant) to consultants for services rendered.

During  the year  ended June 30,  2003,  the  Company  issued  20,000  shares of
restricted  common stock valued at $28,000  (estimated based on the market price
of $1.40 per share on the date of grant) to consultants for services rendered.

During  the year ended June 30,  2003,  the  Company  issued  208,540  shares of
restricted common stock in connection with the cashless exercise of warrants.

During  the year ended June 30,  2003,  the  Company  issued  911,954  shares of
restricted common stock in connection with the exercise of warrants at $0.06 for
$57,113.

During  the year ended June 30,  2003,  the  Company  issued  245,120  shares of
restricted common stock in connection with the exercise of warrants at $0.08 for
$20,000.

During the year ended June 30,  2003,  the Company  issued  2,828,272  shares of
restricted common stock in connection with the exercise of warrants at $0.12 for
$345,941.

During  the year ended June 30,  2003,  the  Company  issued  200,000  shares of
restricted common stock in connection with the exercise of warrants at $0.25 for
$50,000.

During  the year ended June 30,  2003,  the  Company  issued  535,445  shares of
restricted  common  stock at  approximately  $0.06 per  share for cash  totaling
$33,464.

During the year ended June 30,  2003,  the Company  issued  3,642,480  shares of
restricted  common  stock at  approximately  $0.12 per  share for cash  totaling
$447,699.

During  the year ended June 30,  2003,  the  Company  issued  840,000  shares of
restricted  common  stock at  approximately  $0.25 per  share for cash  totaling
$210,000.

During  the year  ended June 30,  2003,  the  Company  issued  52,280  shares of
restricted  common  stock at  approximately  $0.30 per  share for cash  totaling
$15,834.

During  the year  ended June 30,  2003,  the  Company  issued  62,500  shares of
restricted  common  stock at  approximately  $0.40 per  share for cash  totaling
$25,000.

During  the year  ended June 30,  2003,  the  Company  issued  95,200  shares of
restricted  common  stock at  approximately  $0.47 per  share for cash  totaling
$45,035.

During  the year  ended June 30,  2003,  the  Company  issued  50,000  shares of
restricted  common  stock at  approximately  $0.50 per  share for cash  totaling
$25,000.

During  the year  ended June 30,  2003,  the  Company  issued  28,000  shares of
restricted  common  stock at  approximately  $0.95 per  share for cash  totaling
$26,600.

During the year ended June 30,  2003,  the Company paid  commissions  related to
equity fund raising of $281,944.  As such costs were in  connection  with equity
fund  raising,  no  related  expense  has  been  recorded  in  the  accompanying
consolidated statements of operations.

Warrants
--------

From time to time, the Company issues  warrants  pursuant to various  consulting
agreements, including the 2,000,000 warrants discussed in Note 6.

Page F-16
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

In connection with the PPM discussed above, during the period from December 2001
through  May  2002,  the  Company  granted  warrants  (Warrants  A) to  purchase
3,724,292 shares of the Company's  restricted  common stock at an exercise price
of $0.08 per share.  The warrants vested on the date of grant and were exercised
before June 30, 2002.

Also in connection  with the PPM discussed  above,  during the period from April
2002 through May 2002,  the Company  granted  warrants  (Warrant B1) to purchase
3,561,900 shares of the Company's  restricted  common stock at an exercise price
of $0.12 per share.  The warrants vested on the date of grant and were exercised
before June 30, 2002.

Finally in connection with the PPM discussed above, during the period from April
2002 through June 2002, the Company  granted  warrants  (Warrant B2) to purchase
3,332,100 shares of the Company's  restricted  common stock at an exercise price
of $0.12 per share. The warrants vested on the date of grant and are exercisable
through March 2007.  Approximately  2,844,000 of such  warrants  were  exercised
before June 30, 2002.

During the period from May 2002 through June 2002,  the Company  entered into an
agreement  to  issue  warrants  based  on the  amount  of  funds  raised  by the
consultant under the PPM discussed above. The Company issued 1,761,188  warrants
pursuant to such agreement at an exercise price of $0.06 per share.

In May 2002, in connection with the reverse acquisition discussed in Note 2, the
Company  granted  warrants  to  purchase  18,400,000  shares  of  the  Company's
restricted common stock at an exercise price of $0.06 per share.

During the period from  February  2002  through June 2002,  the Company  granted
warrants to purchase an aggregate of 533,324 shares of the Company's  restricted
common  stock at  exercise  prices  ranging  from less than  $0.001 to $0.06 per
share, valued at $147,775 (based on the Black-Scholes  pricing model) to various
consultants, which has been included in the accompanying statement of operations
for the period ended June 30, 2002.

In May 2002, the Company granted  warrants to purchase  1,200,000  shares of the
Company's  restricted  common  stock at an  exercise  price of $0.25 per  share,
valued  at  $102,000  (based on the  Black-Scholes  pricing  model)  to  various
consultants, which has been included in the accompanying statement of operations
for the year ended June 30, 2002.

During  year ended June 30,  2003,  the  Company  granted  warrants  to purchase
1,920,000  shares of the Company's  restricted  common stock at exercise  prices
ranging  from  $0.25 to $1.05  per  share,  valued at  $1,191,000  (based on the
Black-Scholes pricing model) to various consultants for services rendered, which
has been included in the accompanying  consolidated  statement of operations for
the year ended June 30, 2003. The warrants  vested upon grant and expire through
June 2008.

During the year ended June 30, 2003,  the Company  granted  warrants to purchase
700,000 shares of the Company's  restricted common stock at an exercise price of
$0.75 per share,  valued at $536,000 (based on the Black-Scholes  pricing model)
to various  consultants for services.  Of such warrants,  350,000  warrants vest
immediately  and 350,000  vest upon the closing of  specified  transactions,  as
defined, and expire in June 2008. Based on the vesting of the warrants, $268,000
has been expensed in the accompanying consolidated statement of operations.

During year ended June 30, 2003, the Company granted warrants to purchase 40,000
shares of the Company's  restricted  common stock at an exercise  price of $1.40
per share,  valued at $20,000  (the  pro-rata  value based on the  Black-Scholes
pricing model and the related debt  instrument) in connection  with the issuance
of a note  payable to a related  party (see Note 5). The  warrants  vested  upon
grant and expire in November 2012. Such amount was amortized to interest expense
in the accompanying consolidated statement of operations.

During the year ended June 30, 2003, the Company granted warrants to purchase an
aggregate  of  11,180,813  shares of the  Company's  restricted  Common Stock at
exercise  prices ranging from $0.06 to $0.35 per share in connection with equity
fund raising  activities.  These warrants  vested upon grant and are exercisable
through June 2008.  Such  warrants  were issued in  connection  with equity fund
raising  activities,  and accordingly,  there was no related expense recorded in
the accompanying consolidated financial statements.

In  connection  with the LIA (see  Note 6),  the  Company  granted  warrants  to
purchase 250,000 shares of the Company's  restricted Common Stock at an exercise
price of $1.04  per  share,  valued  at  approximately  $174,000  (based  on the
Black-Scholes  pricing  model).  The  warrants  vested  upon grant and expire in
November 2012.

During the year ended June 30, 2003,  the Company  granted  warrants to purchase
250,000 shares of the Company's  restricted common stock at an exercise price of
$0.91 per share valued at $206,000 (based on the Black-Scholes pricing model) to
a consultant for services rendered,  which has been expensed in the accompanying
consolidated  statement  of  operations  for the year  ended June 30,  2003.  In
connection  with the  issuance,  the  warrant  holder  may cause the  Company to
re-purchase  any warrants not  previously  exercised by the warrant holder on or
after  June 2006 for $0.46  per  share.  Accordingly,  a  related  liability  of
$113,750  has been

Page F-17
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

recorded  in the  accompanying  consolidated  balance  sheet,  representing  the
Company's re-purchase liability.

A summary of changes in warrants during each period is presented below:

                                                      Weighted Average
                                          Warrants     Exercise Price
                                        -----------   ----------------
Balance, August 9, 2001 (Inception)              --        $  --
Warrants granted                         34,512,804         0.08
Warrants exercised                       (9,901,316)       (0.11)
Warrants cancelled                               --           --
                                        -----------        -----
Balance, June 30, 2002                   24,611,488         0.07
Warrants granted                         14,340,813         0.29
Warrants exercised                       (4,393,886)       (0.11)
Warrants cancelled                       (3,972,000)       (0.25)
                                        -----------        -----
Balance, June 30, 2003                   30,586,415        $0.15
                                        ===========        =====
Warrants exercisable at June 30, 2003    30,236,415        $0.15
                                        ===========        =====

Per share values at grant date of     Weighted Average    Weighted Average
warrants issued during fiscal 2003:      Fair Value        Exercise Price
                                      ----------------    ----------------
   Less than fair market value            $   0.93             $0.27
                                          ========             =====
   Equal to fair market value             $   0.79             $1.07
                                          ========             =====
   Greater than fair market value              N/A               N/A
                                          ========             =====

The following table summarizes  information  related to warrants  outstanding at
June 30, 2003:

<TABLE>
<CAPTION>
                                      Warrants Outstanding                            Warrants Exercisable
                        -------------------------------------------------        ----------------------------------
                                           Weighted
                                            Average           Weighted                               Weighted
                                           Remaining          Average                                 Average
                                          Contractual         Exercise                               Exercise
  Exercise Price           Number            Life              Price                 Number            Price
-------------------     -------------------------------------------------------------------------------------------
<S>                        <C>                <C>            <C>                 <C>                <C>
  $0.01 - $0.08            22,878,698         5.66           $  0.06             22,878,698         $  0.06
  $0.12 - $0.25             3,845,217         4.00              0.18              3,845,217            0.18
  $0.26 - $0.50             2,352,500         4.34              0.28              2,352,500            0.28
  $0.75 - $0.80             1,045,000         3.72              0.76                695,000            0.77
  $1.00 - $1.40               465,000         7.15              1.07                465,000            1.07
                        --------------                  -------------        ---------------    ------------
                           30,586,415                        $  0.15             30,236,415         $  0.15
-------------------     -------------------------------------------------------------------------------------------
</TABLE>

The  following  outlines  the  significant  assumptions  used to  calculate  the
estimated fair value information  presented utilizing the Black-Scholes  pricing
model:

Page F-18
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

                                      Year Ended           Period Ended
                                    June 30, 2003          June 30, 2002
                                   -----------------     ------------------
Discount rate                           3.50%                 3.50%
Volatility                           105% - 170%           0% - 51%
Expected life                             3                     1
Expected dividend yield                   -                     -
                                   -----------------     ------------------

Stock Options
-------------

From time to time, the Company issues non-plan stock options pursuant to various
agreements and other compensatory arrangements to employees and third parties.

In May 2002, the Company  granted  options to purchase an aggregate of 6,480,000
shares of restricted  common stock, at an exercise price of $0.31 per share (the
estimated  fair  value of the  Company's  common  stock on the date of grant) to
various  employees  of the Company.  The options vest through May 2005,  and are
exercisable through May 2012.

In May  2002,  the  Company  granted  options  to  purchase  300,000  shares  of
restricted  common  stock,  at an  exercise  price  of  $0.31  per  share,  to a
consultant,  valued at $63,750  (using the  Black-Scholes  pricing  model).  The
options vest through May 2005 and are exercisable  through May 2012. The Company
has expensed $63,750 in the accompanying consolidated statement of operations.

During the year ended June 30,  2003,  the Company  granted  options to purchase
260,000 shares of the Company's  restricted Common Stock at an exercise price of
$1.50 per share,  valued at $236,600 (based on the Black-Scholes  pricing model)
to consultants  for services  rendered.  These options vest in February 2004 and
are  exercisable  through  February  2006.  There is no expense  included in the
accompanying   consolidated   statement  of  operations  based  on  the  vesting
provisions of these options.

During the year ended June 30, 2003, the Company  granted options to purchase an
aggregate of 1,810,000  shares of the  Company's  restricted  Common Stock at an
exercise  price  of  $0.91  per  share,  valued  at  $1,092,335  (based  on  the
Black-Scholes pricing model) to consultants for services rendered. These options
vest through June 2005 and are  exercisable  through June 30, 2013.  The Company
expensed  $273,084 in the  accompanying  consolidated  statement  of  operations
related to the vesting of the options.

During the year ended June 30, 2003, the Company  granted options to purchase an
aggregate  of  3,600,000  shares of the  Company's  restricted  Common  Stock to
various  employees at an exercise  price of $0.91 per share (the  estimated fair
value on the date of  grant).  These  options  vest  through  June  2005 and are
exercisable through June 2013. Since such options were granted at the fair value
of the Company's  common stock,  there was no compensation  expense  recorded in
accordance with APB 25.

Page F-19
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

A summary of changes in stock options during each year is presented below:

                                                      Weighted Average
                                       Stock Options   Exercise Price
                                       -------------------------------
Balance, August 9, 2001 (Inception)            --          $  --
Options granted                         6,780,000           0.31
Options exercised                              --             --
Options cancelled                              --             --
                                       ----------          -----
Balance, June 30, 2002                  6,780,000           0.31
Options granted                         5,670,000           0.94
Options exercised                              --             --
Options cancelled                              --             --
                                       ----------          -----
Balance, June 30, 2003                 12,450,000          $0.60
                                       ==========          =====
Options exercisable at June 30, 2003    3,992,500          $0.51
                                       ==========          =====

Per share values at grant date of       Weighted Average    Weighted Average
options issued during fiscal 2003:         Fair Value        Exercise Price
                                       -----------------   -----------------
   Less than fair market value                       N/A                 N/A
                                       =================   =================
   Equal to fair market value          $            0.71   $            0.91
                                       =================   =================
   Greater than fair market value      $            0.91   $            1.50
                                       =================   =================

The following table summarizes information related to options at June 30, 2003:

<TABLE>
<CAPTION>
                                      Options Outstanding                             Options Exercisable
                        -------------------------------------------------        ------------------------------
                                           Weighted
                                            Average           Weighted                           Weighted
                                           Remaining          Average                             Average
                                          Contractual         Exercise                           Exercise
  Exercise Price           Number            Life              Price                 Number        Price
-------------------     ---------------------------------------------------------------------------------------
<S>                        <C>               <C>            <C>                  <C>               <C>
       $0.31                6,780,000        8.92           $  0.31              2,640,000         $  0.31
       $0.91                5,410,000        9.98              0.91              1,352,500            0.91
       $1.50                  260,000        2.61              1.50                      -               -
                        ---------------------------------------------------------------------------------------
Total                      12,450,000                       $  0.60              3,992,500         $  0.51
-------------------     ---------------------------------------------------------------------------------------
</TABLE>

Page F-20
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

The  following  outlines  the  significant  assumptions  used to  calculate  the
estimated fair value information  presented utilizing the Black-Scholes  pricing
model:

                                   Year Ended           Period Ended
                                 June 30, 2003          June 30, 2002
                                -----------------     -----------------
Discount rate                        3.50%                 3.50%
Volatility                            170%               0% - 51%
Expected life                          3                     3
Expected dividend yield                -                     -
                                -----------------     -----------------

8.  INCOME TAX PROVISION

Income tax  expense  for the year ended June 30, 2003 and the period from August
9, 2001 (Inception)  through June 30, 2002 differed from the amounts computed by
applying  the U.S.  Federal  income tax rate of 34  percent  to the loss  before
income taxes as a result of the following:

                                                       2003           2002
                                                   -----------    -----------
Computed "expected" tax benefit                    $(1,649,000)   $  (801,000)
Adjustment in income taxes resulting from:

    Valuation allowance                              1,059,000        509,000
    Options and warrants issued for services           832,000        410,400
    Other                                                  800          2,400
    State and local income taxes, net of federal      (242,000)      (120,000)
                                                   $       800    $       800

The tax effects of temporary  differences that give rise to significant portions
of the deferred tax assets at June 30, 2003 are presented below:

Deferred tax assets:
    Net operating loss carryforwards        $   1,568,000
    Less valuation allowance                   (1,568,000)
    Net deferred tax assets                 $          --

As of June 30,  2003,  the  Company  had net  operating  loss  carryforwards  of
approximately  $4,021,000  and  $2,010,000  available to offset  future  taxable
Federal and State  income,  respectively.  The  Federal and State  carryforwards
expire in varying amounts through 2024.

Due to the change in ownership  provisions of the Internal  Revenue Code Section
382, net operating loss carryforwards for Federal and State income tax reporting
purposes  are  subject to annual  limitations.  Should an  additional  change in
ownership occur, net operating loss carryforwards may be limited as to their use
in future years.

Page F-21
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

9.  SIGNIFICANT FOURTH QUARTER ADJUSTMENTS

In June 2003,  the Company  recorded an  adjustment  to  capitalize  as software
development costs approximately $436,000 that was previously expensed in earlier
fiscal 2003 quarters relating to WTI. The allocation of such costs incurred from
a related party (see Note 5) was adjusted in the fourth  quarter.  The effect of
this adjustment on the first three quarters of fiscal 2003 is summarized below:

<TABLE>
<CAPTION>
                                                          Quarter Ended
                                  ----------------------------------------------------------
                                  September 30, 2002    December 31, 2002     March 31, 2003
                                  ----------------------------------------------------------
<S>                                     <C>                <C>                 <C>

Net loss as previously reported         $(738,639)         $(1,683,613)        $(1,115,187)
Adjustment described above                162,315              157,725             115,775
                                  ----------------------------------------------------------
As restated                             $(576,324)         $(1,528,888)          $(999,412)
</TABLE>

Such adjustment had no effect on the basic/diluted loss per common share for any
of the first three quarters of fiscal 2003.

NOTE 10. EQUITY INSTRUMENTS SUBJECT TO RESCISSION

The Company may be subject to possible claims for rescission with respect to the
sale or other issuances of common stock, options and warrants.  For that reason,
the Company  intends to amend its September 30, 2003 Form 10-Q, and its December
31, 2003 Form 10-Q to (a)  restate the balance  sheets as of those dates and (b)
to  disclose  the  contingent  liability  for  the  possible  rescission  of the
transactions  described  below.  The June 30, 2003  consolidated  balance  sheet
included in this filing reflects such adjustment.

Approximately  13 million  shares of the  Company's  common  stock,  options and
warrants that were issued or granted in the United States  without  registration
or  qualification  under  federal or state  securities  laws during the two-year
period ended June 30, 2003 may be subject to rescission.  In the aggregate,  the
average purchase price paid or the estimated fair value of the services rendered
by the equity instrument  owners in these  transactions  approximated  $0.34 per
share.  The fair value of these  securities was estimated based on a combination
of (a) the selling  price of the common  stock on the dates sold,  (b) the price
per the agreement for stock issued in conversion of debt, and (c) the fair value
of the stock options and warrants on their grant dates.  The fair value of these
options and warrants was estimated using the Black-Scholes option-pricing model.
Based on these measurement criteria,  the Company's potential liability directly
associated  with the  aforementioned  securities  transactions  is  estimated to
approximate $4.4 million  (including  interest) plus legal fees and any fines or
penalties that might be assessed by regulatory agencies.

Management is unable to determine at this time whether any claim for  rescission
may be filed against the Company; however, there can be no assurance that claims
will not be asserted.  In addition,  regulatory  agencies  could launch a formal
investigation and/or institute an enforcement proceeding against the Company.

The  ultimate   outcome  of  the  matters   discussed  above  is  not  presently
determinable.  Accordingly,  management is unable to estimate the liability,  if
any, that the Company may incur as a result of such contingencies. Regardless of
how remote a rescission  event may be, GAAP as  interpreted  by the SEC requires
that  equity  securities  subject  to  rescission  be  reported  outside  of the
stockholders'  equity section of the balance sheet until the applicable  statute
of limitations has expired.  Thus, the Company has reported  approximately  $4.4
million as "mezzanine  equity" in the  accompanying  June 30, 2003  consolidated
balance sheet.

Approximately  8.5  million  shares  of the  Company's  common  stock  issued in
connection with the acquisition of Z Prompt with an issuance date estimated fair
value of  approximately  $1.8  million,  have been  excluded  from the mezzanine
equity amount, as the acquisition was not recorded at June 30, 2003, for reasons
described in Note 3.

11. RESTATEMENT OF STATEMENTS OF OPERATIONS

Subsequent to the original  issuance of the June 30, 2003 financial  statements,
it was determined that consulting services,  for which the Company had granted a
warrant to purchase  1,000,000  shares of common  stock with an  estimated  fair
value of $655,000, had not been performed.  Therefore,  the Company has restated
its accompanying  consolidated  statements of operations for the year ended June
30, 2003 and for the period from Inception  through June 30, 2003. The effect of
such restatement was to reduce the previously reported net loss by $655,000 with
no effect on loss per common share.

Page F-22
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

12. SUBSEQUENT EVENTS (UNAUDITED)

Common Stock
------------

In August 2003, the Company issued 7,000,000  shares of restricted  common stock
as collateral for potential  loan proceeds  approximating  $1,650,000  ("Secured
Note"),  less applicable  commissions.  The Secured Note will accrue interest at
4.5%, will require quarterly interest only payments through maturity and matures
two years from receipt of proceeds.  As of the date of this filing,  the Company
has not received any proceeds or paid any related commissions.

Bankruptcy Filing of Wholly Owned Subsidiary Z Prompt
-----------------------------------------------------

On March 23, 2004 (the  "Petition  Date"),  Z Prompt (or the  "Debtor")  filed a
voluntary  petition for relief (the  "Chapter 11 Case") under  Chapter 11 of the
United  States  Bankruptcy  Code (the  "Bankruptcy  Code") in the United  States
Bankruptcy  Court  for the  Central  District  of  California  (the  "Bankruptcy
Court").  Since the Petition  Date, Z Prompt has  continued to conduct  business
activities as a debtor-in-possession under the Bankruptcy Code.

As a result of the Chapter 11 Case, the realization of Z Prompt's assets and the
liquidation of its  liabilities  are subject to  uncertainty.  In the Chapter 11
Case, a substantial portion of the Debtor's  liabilities as of the Petition Date
is subject to  compromise  or other  treatment  under a plan of  reorganization.
Generally,  actions to enforce or otherwise  effect repayment of all pre-Chapter
11 liabilities as well as any pending  litigation  against the Debtor are stayed
while Z Prompt operates as a debtor-in-possession during bankruptcy proceedings.
Schedules have been filed by the Debtor with the Bankruptcy  Court setting forth
the  liabilities  (approximately  $ 1 million)  and assets of Z Prompt as of the
Petition Date based on its unaudited  accounting  records.  Differences  between
amounts  reflected  in such  schedules  and claims  filed by  creditors  will be
investigated,  and will  either  be  amicably  resolved  or  adjudicated  by the
Bankruptcy  Court.  The ultimate amount and settlement terms of such liabilities
are not presently determinable.

Financial  accounting  and reporting  during a Chapter 11 case are prescribed by
Statement   of  Position   No.   90-7,   FINANCIAL   REPORTING  BY  ENTITIES  IN
REORGANIZATION  UNDER THE BANKRUPTCY CODE ("SOP 90-7"). For financial  reporting
purposes,  Z Prompt's  pre-petition  liabilities and  obligations,  which may be
subject to  settlement  or otherwise  dependent on the outcome of the Chapter 11
case, will be segregated and classified as  "liabilities  subject to compromise"
in balance sheets dated after the Petition  Date. In addition,  the Company will
report all  significant  Z Prompt  transactions  (other than  interest  expense)
directly  related  to the  Chapter  11 Case  as  "reorganization  items"  in its
statements  of  operations  dated after the Petition  Date.  Certain  additional
disclosures  including  (a) claims not subject to  reasonable  estimation of the
amount  to be  allowed  and  (b) any  significant  difference  between  reported
interest  expense  and stated  contractual  interest  will be provided in future
financial   statements   (as  required  by  SOP  90-7)  when  such  amounts  are
determinable and/or when the related transactions occur.

As  discussed  above,  Z  Prompt  is  a  debtor-in-possession  pursuant  to  the
Bankruptcy Code.  Management  continues to conduct business activities under the
supervision  of the  Bankruptcy  Court and,  among other  things,  the Debtor is
granted a 120-day exclusive right to propose a plan of reorganization which must
be  approved  by the  creditors  and  confirmed  by  the  Bankruptcy  Court.  In
accordance  with the Bankruptcy  Code, an automatic stay provides that creditors
of Z Prompt and other parties in interest are prevented  from seeking  repayment
of pre-petition debts. Additionally, unless otherwise approved by the Bankruptcy
Court, the Debtor must refrain from paying any pre-petition indebtedness.

On  April  20,  2004,  the  Bankruptcy  Court  approved  a  debtor-in-possession
financing  arrangement  whereby Z Prompt is  permitted  to  obtain  credit  from
AeroFund  Financial,  Inc.  of no more than  $500,000  through  the sale  and/or
factoring of its  post-petition  accounts  receivable;  this credit  facility is
collateralized by a security interest in such accounts receivable.

Although  legal fees and other  administrative  expenses  to complete Z Prompt's
bankruptcy  proceedings  may  be  significant,   they  are  not  susceptible  to
reasonable  estimation at this time. Z Prompt could decide to reject some or all
of its lease obligations in the Chapter 11 Case. This action may result in lease
rejection  claims pursuant to the Bankruptcy Code; any such claims would then be
adjudicated by the Bankruptcy Court.

Page F-23
<PAGE>

                             AccuPoll Holding Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2003

An important element in successfully reorganizing the Debtor will be the ability
to restructure  certain  liabilities in order to reduce indebtedness and provide
funding for  operations.  As part of the process of attempting to reorganize,  Z
Prompt  is  pursuing  various  financing  alternatives  that  may be  available,
although there can be no assurance that the Debtor will be able to  successfully
implement  any such  alternatives.  Though Z Prompt  intends to make  efforts to
increase its  revenues to improve  operations,  it is possible  that losses will
continue  for the  foreseeable  future and the Debtor  will  require  additional
funding and  financial  support  from a third party  and/or its parent  company.
There can be no assurance that any such  additional  financing will be available
on acceptable  terms,  that such funds (if  available)  would enable Z Prompt to
continue  operating,  or that the Debtor will be successful  in  increasing  its
revenues.

In  addition,  there  is no  assurance  that  the  creditors  and the
Bankruptcy Court will approve a reorganization  plan that will allow Z Prompt to
survive.








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