U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

        [X]      ANNUAL REPORT PURSUANT TO 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 stock held by non-affiliates of
         the registrant as of October 7, 2003:

         Common stock, $.001 par value:  $85,718,945

      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.

                   119,945,963 Shares as of October 7, 2003

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

             Transitional Small Business Disclosure Format: Yes    No  X
                                                               ---    ---
<PAGE>
                                     PART I

Note Regarding Forward Looking Information

         Except for historical information contained herein, This Annual Report
on Form 10-KSB of AccuPoll Holding Corp. (the"Company") contains forward-looking
statements made within the meaning of Section 27A of the Securities Act of 1933,
as amended (the 'Act') and Section 21E of the Securities Exchange Act of 1934,
as amended (the 'Exchange Act'). Such statements are not based on historical
facts and are based on current expectations, including, but not limited to,
statements regarding the Company's plans for future development and the
operation of its business. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks and uncertainties that could cause
actual results to differ materially from those expressed or forecasted. Among
the factors that could cause actual results to differ materially are the
following: a lack of sufficient capital to finance the Company's business plan
on commercially acceptable terms; changes in labor, equipment and capital costs;
its inability to attract strategic partners; general business and economic
conditions; and the other risk factors described from time to time in the
Company's reports filed with the Securities and Exchange Commission. You should
not rely on these forward-looking statements, which reflect only the Company's
opinion as of the date of this Form 10-KSB. The Company does not assume any
obligation to revise forward-looking statements. You should also carefully
review the risk factors set forth in other reports or documents the Company
files from time to time with the Securities and Exchange Commission,
particularly the quarterly reports on Form 10-QSB and any current reports on
Form 8-K.

ITEM 1.  DESCRIPTION OF BUSINESS

General Corporate History
-------------------------

Introduction
------------

         AccuPoll Holding Corp. (the "Company") seeks to become a leader in the
development, manufacturing and marketing of computerized voting machines and
associated equipment for use in federal, state and local elections, and other
elections, such as those involving unions and other private organizations.

         Elections are held under the auspices of various governmental systems,
especially those in democratic countries. Until the 1960's almost all elections
were conducted with manually counted pre-printed paper ballots and
lever-activated mechanical voting machines. Lever machines, which were bulky,
heavy and consisted of over 800 moving parts, required significant maintenance
and were expensive to warehouse. This method of voting and tallying votes, in
addition to being cumbersome and inefficient, was susceptible to inaccuracies,
significant time delays, and other difficulties. In 1964, the Votomatic punch
card voting system was patented. While this system has not been actively
manufactured since the mid 1980's, 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 relataively
small scale.

         In recent years, the election industry has begun to computerize in
response to increased public acceptance and familiarity with using computers.
Computers 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. Even though technology is being accepted more readily, many voting
systems being Marketed continue to lag in the application of state-of-the-art
computer technology, and have lacked durability and flexible functionality.

         The U.S. national election of November 2000 had a significant and
disruptive impact on the election industry. Difficulties experienced with
accuracy and verifiability, particularly with punch card systems, have generated
unprecedented opportunities for manufacturers of electronic voting systems. With
the passage of the Help America Vote Act of 2002 ("HAVA"), the U.S. Congress has
authorized $3.9 billion in federal funding over three fiscal years to be used
for improvements in voting technology and the election process. The States must
also match a portion of these funds.

         AccuPoll Holding Corp. was incorporated in the State of Nevada on
January 30, 1985. The original name of the corporation was Kiwi Ventures, Ltd.
which owned and operated 17 Godfather's pizza franchise restaurants in Arizona
until such operations ceased in approximately 1990. The Company subsequently
changed its name to Western International Pizza Corporation but did not conduct
any significant operations and was a non-operating Public company until May
2002.

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<PAGE>

         On May 20, 2002, Western International Pizza Corporation ('WIPC')
entered into a Stock Exchange Agreement (the "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, and pursuant to a Certificate filed with the Nevada Secretary of
State, WIPC effected a 1 for 2000 reverse split and a 1 for 5 reverse split of
all the outstanding shares of its Common Stock, options and warrants. Pursuant
to the Agreement, all of the 49,283,000 shares of outstanding Common Stock and
outstanding warrants of AccuPoll were exchanged for shares of WIPC. By virtue of
the Agreement, the stockholders of AccuPoll acquired 75,500,000 shares of
post-split restricted Common Stock of WIPC. The name of WIPC was also changed to
AccuPoll Holding Corp.

         Management has accounted for the stock exchange as a capital stock
transaction. Accordingly, the stock exchange has been reported as a
recapitalization of the Company, which is considered the acquirer for accounting
purposes (a 'reverse acquisition'). 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 the Company.

Recent Industry Developments
----------------------------

         On October 29, 2002, President George W. Bush signed the Help America
Vote Act of 2002 ("HAVA") into law. HAVA establishes new requirements for voting
systems, statewide centralized voter registration systems, and authorized $3.9
billion in federal funding over three fiscal years. In the fiscal year ended
September 30, 2003, the U.S. Congress appropriated $1.5 billion in funding.

         With this and prior legislation in mind, the Company has developed an
intuitive touch-screen interface that provides a polling place electronic voting
solution that is completely confidential, reliable, accurate, immediate, secure
and auditable. While maintaining and preserving the current voter polling place
experience, the Company adds the ability to accurately capture in electronic
form a voter's true intent, while simultaneously preserving the legally binding
vote, the official paper ballot. The ability to simultaneously produce two
different electronic audit trails (recorded on both the polling place voting
administrative workstation and the local voting station), in addition to
generating an independent, voter verified paper audit (i.e., the voter verified
paper record or Proof of Vote), which is completely auditable and able to be
optically scanned, is the crucial element that makes the Company believe that
its patent-pending technology is superior to anything currently available in the
market.

         The Company believes that it understands the current marketplace and
environment of election reform, including the following:

Timing Issues
-------------

         The key objectives of HAVA are: 1) the replacement of punch card and
lever voting systems, 2) the establishment of new standards for voting systems,
3) the creation of statewide voter registration system in every state, 4) and to
allow disabled voters to vote independently and in private. Although the
November 2004 General Election was defined as the target date for the
replacement of punch card and lever machine systems, due to the delays in
passing HAVA, is it expected that the replacement of these voting systems will
not be completed until January 2006.

Understanding the Sales Process
-------------------------------

         The Company, by way of: 1) its exposure, participation, and affiliate
relationship with The National Association of Secretaries of State ('NASS'); 2)
its alliances with both large and small vendor/partners to leverage their
internal sales teams currently selling to government agencies; and (3) its
network of government affairs consultants, has developed significant knowledge
into the workings of, and selling to, government agencies. Areas such as
procurement, the government buying sales process, and timing-to-market issues
are important to the business plan of the Company.

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<PAGE>

Three-Stage Rollout Strategy
----------------------------

         The Company plans to commercialize its technology in three ways: First,
it will leverage the measures being enacted by Congress to reform the election
process in the United States by marketing and selling its AccuPoll voting system
across the country to state and local governments. Next, it will design and
produce a scaled-down version of its core software and sell it (under the name
'AccuPoll Lite') as a downloadable electronic voting solution to the 100,000+
professional organizations, trade unions, schools, and religious groups located
in the United States that frequently conduct elections to leadership positions
within their respective organizations. Finally, after proving its model in
selling the AccuPoll voting system nationwide to state and local governments,
the Company intends to rollout an international sales and marketing strategy to
penetrate the European, Asia-Pacific, and Latin American markets.

AccuPoll Product
----------------

         According to NASS there are approximately 200,000 polling places in
the United States, 60% of which currently utilize the most criticized forms of
voting processes: punch card, lever, or paper ballot systems. It is to these
120,000 precincts that the Company will initially concentrate its sales and
marketing efforts, because these types of voting systems have come under the
most fire to change and reform. According to the National Association of
Counties, the standard polling place in the United States is currently
configured with five voting stations, which would translate into an estimated
average AccuPoll voting system sale of $15,000 ($3,000 per voting station). The
selling process to this $4 billion market is typically governed and influenced
by the Secretary of State of each state. The ultimate purchasing decision may be
made by the Secretary of State for the entire state, or the purchasing decision
may be delegated to each individual county within the state as to be determined
by the Secretary of State. In addition to leveraging the considerable sales and
marketing ability of its strategic partners (see 'Sales and Marketing'), the
Company has begun to exploit its affiliate relationship with NASS in order to
achieve initial market penetration of its product by specifically targeting the
Secretaries of the ten most populous states.

         The Company has attended and participated in the last five semi-annual
NASS conferences starting at the February 2001 NASS conference (where the first
voting resolution measure to address change in voting process was adopted). The
Company has also demonstrated its AccuPoll voting system to U.S.
Representatives, Secretaries of State, State legislators and local election
officials at many other election industry related events since September 2001.

AccuPoll - Lite Product
-----------------------

         As a result of its flexible and broad-based applications, the AccuPoll
voting technology can also have commercial applications in any type of voting
process. By leveraging its core principles of fairness, accuracy, independence,
and anonymity, the Company intends to develop a modified version of its
technology, called 'AccuPoll Lite', and sell it into a variety of private-sector
and government markets, including, but not limited to, school systems (for
student body elections), unions, professional trade organizations, and religious
groups.

AccuPoll International Product
------------------------------

         The standard election process is universal by nature; as part of its
core technology, the AccuPoll system was designed and implemented as a flexible
platform that can be adapted to meet the needs of various countries, including
multi-language support. Therefore, initial barriers to entry of foreign commerce
will not limit international market penetration of the product. The Company
plans to begin its international sales efforts in Europe, and then to
Asia/Pacific and Latin America.

Government Testing of Voting Systems
------------------------------------

         The Company expects that its voting systems will be sold primarily to
counties in the United States and other governmental jurisdictions. The Company
anticipates that its voting systems will meet or exceed the United States
Federal Election Commission ("FEC") Voting System Standards and meet all the
Requirements specified in HAVA. Voting systems are required to be tested
("qualification testing") to FEC Voting System Standards by Independent Test
Authorities. The AccuPoll Direct Recording Electronic (DRE) voting system and
associated election management software is currently in qualification testing
with Wyle Labs and SysTest Labs. AccuPoll expects to complete qualification
testing by October 31, 2003.

Industry and Competition
------------------------

         BARRIERS TO ENTRY:

         After conducting extensive market research, the Company has identified
existing competitors in the electronic voting market. The Company believes that
it would be extremely difficult for a new and resource-rich competitor to emerge
in the voting market, for the following reasons:

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<PAGE>

         Traditional players in the voting solutions market, such as Election
Systems & Software, Inc., Diebold Election Systems (acquired Global Election
Systems), Inc., Sequoia Voting Systems, Hart InterCivic, Unilect, and Advanced
Voting Solutions (formerly Shoup Voting Systems), have all built proprietary
hardware solutions. Such solutions are cost prohibitive to develop.

         This leaves solutions based on off-the-shelf parts, which come in two
types: generic unpackaged PC's and custom packaged solutions.

         Generic PC's (systems such as VoteHere.net, TruVote) are server-based
systems; the issue with server based systems, is that they will be difficult to
certify, but even more difficult to sell. The latter is because they are more
difficult to deploy than standalone voting station units, and have a single
point of failure (the polling place server). So even if the voting system
redundantly stores ballots, the single server in the polling place running
Windows-NT/or 2000 is an 'Achilles heel' that will cease operates at the polling
place if the network or server suffers a failure. Election officials (at NASS)
have stated that such solutions are unacceptable due to the obvious risk of
losing operational functionality during an election. The AccuPoll system is
specifically engineered not to suffer from administrative workstation or network
outages during an election.

         This leaves custom packaged solutions based on off-the-shelf parts,
such as AccuPoll. While it is technically possible for a larger player to enter
this market, there are several issues that have to be addressed. While it may be
fairly easy to engineer the external packaging (approximately 6-10 weeks,
according to Source Technology), the difficult part is software development and
the subsequent FEC qualification testing which requires nearly a year to
complete.

         Accordingly, a "big player's" initial learning curve is multi-faceted;
it must first learn the election business, it must resolve some challenging
design issues, and it must engineer its software together with the appropriate
off-the-shelf hardware into an easily configurable and deployable package. Then
it must begin the FEC qualification process. The Company believes that
regardless of its size (and bigger is not necessarily better, in this case) it
is potentially at least a twelve to eighteen month process.

         A significant design issue for any voting system is the necessity to
meet the accessibility requirement under HAVA. The Company believes that all
voting stations should be accessible to disabled and limited reading proficiency
voters. All AccuPoll voting stations are capable of supporting an audio ballot
and keypad for disabled voters to use to vote unassisted and in private.

         The Company has filed for patent protection for an electronic voting
system that produces a voter verifiable paper record that is both human and
machine readable and can be cross-audited against the electronic record of the
election.

Competition
-----------

         Danaher Controls - Is a long-term supplier of election equipment. Their
voting solution is based on the original Shoup 1242 voting station designed by
Shoup Voting Solutions. Voters cast their ballots on the ELECTronic 1242 by
touching on designated spots on a large paper ballot that lists all the election
contests and candidates.

         Election Systems & Software (ES&S) - Is a long-term supplier of
election equipment and materials. ES&S is the largest elections-only company in
the world. It has a sizable investment in the pre-printed election ballot and
its subsequent counting equipment (e.g., optical scan). ES&S offers a full line
of voting stations including punch card, optical scan and DRE touch screen
solutions. The iVotronic DRE touch screen voting system is their latest product.

         Diebold Election Systems - Produces the AccuVote-TS system. This system
was used in a pilot project in Los Angeles County. Diebold Election Systems has
recently implemented a contract for the statewide replacement of voting
equipment in Georgia. The AccuVote- TS solution is built using proprietary
hardware and uses Microsoft Windows-based software.

         Hart InterCivic - Is a long-term provider of paper-based forms and
services to state and local governments. Hart InterCivic's eSlate product is
perhaps the leader in DRE voting systems for the disabled. The eSlate product
provides the widest support for disabled voters with its integrated audio ballot
reader and flexible switches to the specifically designed polling booth. Unlike
the other DRE voting system products, the eSlate product does not use a touch
screen. Instead it uses a display screen shielded with a polycarbonate cover and
a ballot navigation system consisting of a rotary dial and buttons.

                                       4
<PAGE>

         Advanced Voting Solutions - Advanced Voting Solutions (formerly Shoup
Voting Systems) has a DRE touch screen product that is packaged as a proprietary
hardware and software solution. Each voting stations connects to a control
station via a wireless LAN.

         Sequoia Voting Systems - Has over 75 years experience in the election
industry offering a full range of election products and services. Sequoia Voting
Systems has two wholly owned subsidiaries that compete in the election industry.
Sequoia Pacific System Corporation based in Exeter, CA and Sequoia Voting
Systems Inc. based in Jamestown, NY. Both market, sell and service the same
product line.

         UniLect Corporation - Has been in the large government election
industry since 1989. A relatively new player to the election industry, The
Patriot Touch-Screen Voting System is its only product in the industry today.
The Patriot is another example of a voting system based on a package of
proprietary hardware and software.

         Avante - Provides a standalone voting station based on a proprietary
hardware platform and assignment of a smart card to every eligible voter in the
voter registration database. The smart card contains the voter identification
number (VID) for the voter that is mapped to a specific ballot to be displayed
to the voter.

Customers and Markets
---------------------

         Source: Election Data Services, Inc.

AccuPoll US
-----------

         The counties using paper ballot, lever machine, punch card and mixed
technologies represent approximately sixty percent of 200,000 polling places in
the United States.

         According to the NASS, there are approximately 200,000 polling places
in the United States, covering 7,000 jurisdictions. There are 1.4 million
polling place workers supervised by 22,000 election officials, who currently use
over five different types of voting technologies. The 100 million voters in the
U.S. use over 700,000 voting machines.

         Of the 200,000 polling places, approximately 60% are currently using
punch card, lever, or paper ballot technology. It is this population of 120,000
polling places that the Company is targeting with its ballot buddy touch-screen
electronic voting product.

AccuPoll International
----------------------

         The Company estimates that there are approximately 400 million voters
worldwide. Allowing for one voting station per 250 voters, this equates to
approximately 1.6 million voting stations potentially required.

AccuPoll Lite
-------------

         The Company will market this product as a scaled-down version of its
core voting technology, and offer it under a typical software-licensing model.
Packaged, either to be sold at retail or downloaded off of the Internet, the
Company plans on charging a one- time fee.

Election Management
-------------------

         The Company will also pursue at an appropriate time professional
services offerings for running elections and for providing election audit
services. Doing so will provide the Company an opportunity for diversified
growth and will provide a recurring revenue stream beyond product support and
maintenance contracts.

Mission Statement
-----------------

         "To protect an individual's right to vote by insuring access, accuracy,
privacy and integrity in the voting process by becoming 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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<PAGE>

Legislative Compliance
----------------------

         One of the biggest challenges for implementation of any new voting
system is the need for the voting system to meet both the FEC 2002 Voting System
Standards and the requirements specified in Title III of HAVA. The AccuPoll
voting system meets all the standards and requirements defined therein, and
expects to be certified by October 31, 2003.

Preserve a Voter's Sense of Trust in Voting
-------------------------------------------

         While there is a consensus that the voting system in the United States
needs improvement, the Company believes that the main emphasis must be placed on
gaining voter's trust via accuracy and reliability in the voting process.
Accordingly, the Company will gain that trust by adhering to the following
principles of fairness, anonymity, and equality:

         1.       Each voter's choice must be made in privacy and be kept
                  secret;

         2.       Each eligible voter can vote only once, and only for those
                  offices for which the voter is entitled to vote;

         3.       The voting system shall not permit the tampering of votes, nor
                  facilitate the buying or selling of votes;

         4.       All votes must be reported accurately;

         5.       The voting system shall remain available and operable during
                  the voting period authorized for the election; and

         6.       An audit trail must be kept to ensure that the above
                  principles are met, but the audit trail must not violate the
                  above principles.

         From the voter's perspective, the actual process of voting using
AccuPoll at a polling place is very similar to what it is today. A voter
prepares his or her ballot at a voting station. When the voter is satisfied with
the ballot; it is printed on a ballot printer (directly attached to the voting
station) in a form that is both human and machine-readable on blank official
election ballot paper stock. The ballot is deposited in the ballot box just as
ballots are handled today. Thus, the Company feels that voters will easily
understand and feel comfortable and confident with the system. The Company has
based its system on replicating the historical voting process while, at the same
time, ensuring that AccuPoll is more secure, more accurate, and not subject to
accidental vote loss, manipulation or equipment tampering.

Typical Voter Experience
------------------------

         In keeping with the Company's overall philosophy to create a positive
voting experience, the following are the steps (in chronological order) that a
voter will take when voting at a polling place that uses the AccuPoll voting
system:

         1.       A voter would enter the voting place, and after an election
                  official has authenticated the voter's identity, the voter
                  receives an anonymous 'voting key' (i.e., smart card),
                  enabling him or her to vote only once at a voting station.

         2.       Once in the voting booth, the voter will insert the voting key
                  into the voting station in order to begin the voting process.
                  The voting key does not identify the voter, so the voter's
                  choices will remain secret.

         3.       Insertion of the voting key activates the voting station touch
                  screen, and presents the voter with a language selection
                  screen. The voter selects his or her language of choice and is
                  presented with an instructional screen in that particular
                  language.

         4.       Once the voter touches 'NEXT', the voter will be presented
                  with a series of contest screens, each of which presents a set
                  of candidates in a specific contest. The candidate is selected
                  by touching the button with the chosen candidate's name on it.
                  Alternatively, the voter can enter a write-in candidate(s) for
                  that specific contest.

         5.       Once the voter has voted for the candidates of his or her


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<PAGE>
                  choice, the voter is presented a final screen that shows his
                  or her selections in every race, and asks the voter to verify
                  his or her selections before pushing the 'CAST BALLOT' button.

         6.       Pushing of the 'CAST BALLOT' button instructs the system to do
                  the following:

                  a.       Record on the voting key the anonymous unique
                           identifier ('ballot key') of the ballot, and disable
                           the voting key to prevent the voter from voting
                           again,

                  b.       Print a paper ballot at the local voting station,

                  c.       Record the ballot on the local voting station, and

                  d.       Record the ballot on the voting administrative
                           workstation.

         7.       The voter then takes the paper ballot and reviews it one last
                  time to make certain that his or her candidate choices are
                  correct.

         8.       If the choices are correct, then the voter places the paper
                  ballot in an official ballot box, just as voters do today.

         9.       If the voter discovers an error after the printed ballot is
                  produced, the election official can then use the voter's
                  voting key to spoil the ballot, and the voter will be given a
                  new voting key to re-vote.

         The paper ballot contains the ballot key associated with the electronic
ballot and prevents multiple paper ballots from being counted twice by automated
counting equipment.

         Upon polling place closing, the immediate preliminary counts are
available from each voting station (and in aggregate) from the voting
administrative workstation. AccuPoll eliminates any possibility of compromise
because the electronic ballot count is fully auditable against the paper ballot
count and vice-versa. The paper ballots themselves are produced in both machine
and human readable form so that an optical scanner can be used to count ballots.
If required, a full hand count may also be conducted. Furthermore, after polling
place closing, the local election officials will be asked to insert a blank
write-once CDROM into the voting administrative workstation. A copy of the
ballots stored on the voting station, or the voting administrative workstation,
will be written onto the CDROM thereby creating an indelible and permanent
record of the vote. The CDROM will also contain the full `XML' (Extensible
Markup Language) specification that was used to create the ballot thereby
ensuring that the voting data can be correctly interpreted at any time in the
future. XML is a universal language for describing and exchanging data.

Eliminate Reliance on Proprietary and Closed Systems
----------------------------------------------------

         By basing its solution on 'open' standards (JAVA language, Linux, and
XML for the ballot and behavior specifications), the Company has eliminated the
need to buy into proprietary technologies that are expensive to acquire and
maintain. The Company intends to leverage this open technology in three ways:

         1.       The use of non-proprietary hardware technology and open source
                  software reduces one-time acquisition and ongoing maintenance
                  costs;

         2.       State and local governments can quickly deploy the AccuPoll
                  system due to the Company's ability to utilize 'off-
                  the-shelf' packaged hardware. Therefore, large 'ramp-ups' can
                  be facilitated due to the Company's scalable solution; and

         3.       Replacement parts (such as ballot printers) are readily
                  available, thereby reducing maintenance costs and unit down
                  times.

Products
--------

         The events surrounding the 2000 General Election have demonstrated that
the time has come to update the technology used in the United States to vote. To
this end, NASS, during their Winter Conference 2001 passed a Resolution
mandating that the voting process must change, and election reform must address
People, Process, and Technology during the three phases of the election cycle:
Pre-Election day, Election day, and Post- Election day. The AccuPoll solution
addresses and simplifies all of these elements, by providing the following
benefits to voters and election officials:


                                       7
<PAGE>


         1.       No misunderstanding of voter intent: AccuPoll's 'user-friendly
                  voting application' guides the voter through the voting
                  process and confirms the voter's selections before the ballot
                  is cast.

         2.       Significantly Reduces Undervoting Due to Voter Error: The
                  AccuPoll voting system warns a voter if he or she does not
                  vote in a particular contest, and provides a paper audit in
                  the form of an official paper ballot which will serve to
                  reduce the incidence of undervoting, as addressed in a
                  CalTech/MIT study.

         3.       Eliminates Over-Votes: The AccuPoll voting system disallows a
                  voter from selecting more candidates than are allowed in any
                  election contest.

         4.       Audit Trail: By recording the votes simultaneously in multiple
                  locations (paper ballot, individual voting terminal, and
                  polling place administrative workstation), a well-defined and
                  traceable audit trail exists within the AccuPoll system that
                  quickly and consistently verifies election results, in the
                  event of a challenge.

         5.       No Legislative Change: As the paper ballot is the legal ballot
                  in most jurisdictions, and the AccuPoll system generates a
                  paper ballot as part of its end product, there is no need to
                  obtain legislative change in order to adopt the AccuPoll
                  solution.

         6.       ADA Compliant: The AccuPoll system meets all standards of the
                  Americans with Disabilities Act of 1990, requiring that
                  accommodations for Americans with disabilities be provided.

         7.       Multi-Language Compliant: The AccuPoll system meets all
                  standards of the Voting Rights Act of 1965 (amended in 1975),
                  protecting minority language rights.

         8.       Reduced Acquisition Costs: By using non-proprietary hardware
                  technology and open source software in the AccuPoll system,
                  both initial acquisition and ongoing maintenance costs are
                  reduced.

         9.       Elimination of Pre-Printed Ballots: The cost of printing
                  election ballots is reduced because the ballots do not need to
                  be pre-printed; they are self-generated (and customized) by
                  the AccuPoll system.

         10.      Reusable Smart Cards: The implementation of reusable smart
                  cards at polling places is more cost- effective and secure
                  than distributing smart cards to all registered voters, and at
                  the same time, maintains anonymity.

         The AccuPoll voting system consists of one or more voting stations that
offer an 'ATM-like' interface to the voters, and which prepare and print ballots
for machine or hand counting. These voting stations are connected via a local
area network ('LAN') to a voting administrative workstation. The LAN is not
connected to any network outside the polling place during voting hours.
Tampering with voting results is thus minimized, as there is no access to the
system other than through the supervised polling place.

         At the same time that the Proof of Vote is printed, the voter's choice
is stored locally on the voting station and also immediately transmitted to the
polling place voting administrative workstation. Thus, when the polling place
closes, three redundant copies of the anonymous ballots are available:

         1.       The electronic ballots recorded by each voting station.

         2.       The electronic copies of each voting station's ballots
                  recorded on the voting administrative workstation.

         3.       The voter verifiable printed Proof of Vote that the voter has
                  deposited into the ballot box before leaving the polling
                  place.

         Accordingly, each ballot is securely stored in multiple locations and
forms that can be readily cross-audited against each of the other ballot
representations.

                                       8
<PAGE>

Bundled Hardware and Software Packages
--------------------------------------

         The Company has structured its AccuPoll product offering as a series of
six simple packages. Its goal is to provide the states and counties the ability
to purchase just what they need with clear future upgrade options to support
anticipated growth. No matter what combination of products are ordered, the
end-user polling place will receive its order in a customized, self-contained
and mobile case. The Company's software licensing model is based on the number
of voter display screens and on an ongoing program of software maintenance and
support fees. The proposed packaging is as follows:

Voting Administrative Workstation Kit
-------------------------------------

         This is a laptop PC pre-loaded with AccuPoll administration software, a
smart-card reader/writer and a CD-RW.

Voting Station Kit
------------------

         This is a voting station pre-loaded with AccuPoll voting station
software (1 license), one smart card reader/writer, one touch sensitive screen,
and one ballot printer. The kit is self-contained within a robust and mobile
luggage-type case, complete with wheels and a handle. A disabled accessibility
kit consisting of a keypad and audio headphones can also be purchased for
each voting station.

Networking Kit
--------------

         This kit provides all networking equipment and cables that are required
to connect up to two voting station servers to the voting administrative
workstation.

GoVote Key Kit
--------------

         A 10-pack of GoVote Keys for use in voting stations.

         A minimal polling place solution will need one Voting Administration
Workstation Kit, one Voting Station Kit with disabled accessibility kit, one
Networking Kit and one GoVote Key Kit. AccuPoll anticipates that the typical
polling place will purchase one Voting Administration Workstation Kit, five
Voting Station Kits (providing the county or state the ability to add capacity
by adding voting station screens), one Networking Kit, and five GoVote Key Kits.

Training
--------

         As part of the overall AccuPoll package, the Company will offer
training (both online and through its strategic partners) on the system in three
distinct areas:

Deployment/On-site
------------------

         This function will be outsourced to a third-party service company, that
will also be responsible for servicing, maintaining, and fixing on-site
equipment and software. Currently, the Company is in negotiations with multiple
potential strategic partners to assist in the deployment of its product.

Election Workers
----------------

         The Company intends to deliver this aspect of training via classroom
based training as required by state election law. There will be two levels of
training: a generic level that is uniform across all states, and secondly, a
specific level that is unique to each state and county. All election worker
training will be divided into three categories, as follows:

         1.       Pre-Election Day training: ballot creation, planning for the
                  logistical deployment needs of the AccuPoll system, and
                  pre-election administrative activities.

         2.       Election Day training: all administrative activities required
                  to open, operate, and close the AccuPoll system on Election
                  Day (e.g. loading the ballot, printing reports, how to spoil
                  ballots, troubleshooting, etc.)

         3.       Post-Election Day training: planning for logistical packing
                  and storage of the AccuPoll system.

                                       9
<PAGE>

Sales and Marketing
-------------------

         With the passage of the Help America Vote Act, the U.S. Congress has
authorized $3.9 billion in federal funding over the next three fiscal years to
be used for improvements in voting technology and the election process. The
distribution of these funds primarily will be managed through the Election
Assistance Commission ("EAC") that was established under HAVA. Every state must
file a HAVA Compliance plan with the EAC each year to ensure that the state
receives the federal Funds allocated for the state for that fiscal year. The
federal funds can only be used to meet the requirements of HAVA and must be
held, together with the matching state funds, in separate accounts from the
state's general revenue funds. The States can use the funds to deploy a
statewide voter registration system, upgrade or replace voting systems, train
poll workers, and conduct voter outreach campaigns. The Company believes that
the majority of these funds will be used to upgrade or replace voting systems.

         The Company has outlined a two dimensional sales and marketing strategy
in order to drive sales of its AccuPoll voting system to state and local
governments. First, AccuPoll will build an internal sales and marketing team to
manage the direct sales channel and provide sales support to the indirect sales
channels. The Company will leverage its network of government affairs
consultants to assess the situation on a state-by-state basis and tailor its
marketing strategy as appropriate for each state. Second, the Company will
leverage the indirect sales and marketing teams (currently targeting and selling
to government agencies) that currently exist and operate inside of its strategic
partners.

Internal Sales and Marketing
----------------------------

         As the Secretary of State is generally the guiding influence behind
polling place voting solution purchases at the State level, the Company will
exploit its affiliate relationship with NASS and its network of partners,
alliances, and government affairs consultants, in order to achieve initial
market penetration of its product by specifically targeting the Secretaries of
the ten most populous states. This process has already begun, with the Company's
successful participation in the past five consecutive NASS conferences, the
announcement of the alliance with EDS, and the building of network of government
affairs consultants around the United States.

         While the principals of the Company have developed the initial
relationships with key members of NASS, it is the goal of the Company to build
an internal sales and marketing team to facilitate future sales of its product.

Use of Strategic Partners
-------------------------

         The Company is in the process of setting up a network of prospective
strategic alliances with vendors that not only produce products (and services)
that are the benchmark of their industries, but additionally, bring necessary
key ingredients to ensure the successful deployment of the AccuPoll voting
system: technology, sales and marketing, packaging, manufacturing, training and
on-site deployment. Further, these companies have their own internal sales
divisions that have strong internal paths to market with the public sector,
which typically are located in and focus on selling other solutions to State and
Federal government agencies. The Company, by way of its relationships with these
partners, intends to leverage these indirect sales forces to further sell its
AccuPoll voting system into its target markets: state and local governments.

         The Company is in discussions with multiple strategic partners to
provide the following services relating to the AccuPoll voting system: provide
roll-out support; election worker education; AccuPoll help desk; and break/fix
support, and would also be the partner to assist counties in running their own
elections.

Risks Related to Our Business
-----------------------------

         We have incurred net losses and may incur losses in future periods and
we have a defecit accumulated during the development state of $7,910,147 at
June 30, 2003.

         We anticipate future losses and negative cash flow.

         We may not generate sufficient cash flows for our operations.

         Our limited operating history makes future forecasting difficult.

         Our success depends on the viability of our business model, which is
unproven and may be unfeasible.

                                       10
<PAGE>

         Our quarterly operating results may fluctuate, which may affect our
ability to finance our growth and operations.

         The market for our products is new, and we are unable to provide any
assurance that a viable market for our products will emerge or be sustainable.

         The loss of the services of one or more of our key personnel, or our
failure to attract, assimilate and retain other highly qualified personnel in
the future, could disrupt our operations and result in a reduction in net sales.

         We depend on key personnel to operate our business effectively in the
rapidly changing markets, and if we are unable to hire appropriate management
and technical personnel, our ability to develop our business could be harmed.

         We are developing new products and services that may not be successful.

         Any failure by us to successfully expand our operations would have a
material adverse effect on us.

         We may not be able to manage our growth or obtain the resources
necessary to achieve our growth plans.

         We may not be able to compete successfully against current and future
competitors.

         If we fail to protect our intellectual property rights, competitors may
be able to use our technologies, which could weaken our competitive position,
reduce our revenues or increase our costs.

         Intellectual property claims against us can be costly and could impair
our business.

         If the protection of our trademarks and proprietary rights is
inadequate, our brand and reputation could be impaired and we could lose
customers.

         We rely on strategic relationships to commercialize our products, and
these relationships may require that we expend significant resources without
guarantees that our endeavors will be profitable.

         Fluctuations in economic conditions could adversely affect our
business.

         Our management is new and may not work together successfully.

         Failure to promote and protect our brand will harm our business.

         Changes to financial accounting standards may affect our reported
results of operations.

         We may engage in future acquisitions or strategic investments that we
may not be able to successfully integrate or manage, and such acquisitions or
strategic investments may dilute our stockholders and cause us to incur debt and
assume contingent liabilities.

         We may review acquisition prospects and strategic investments that
would complement our current product offerings, augment our market coverage or
enhance our technical capabilities, or that otherwise may offer growth
opportunities. Any of such acquisitions or investments could dilute
significantly our investors. Although we have no current agreements or
negotiations underway with respect to any such acquisition or strategic
investment, we may acquire or make investments in businesses, products or
technologies in the future. Acquisitions and strategic investments may entail
numerous integration risks and impose costs on us, including:

         1.       unanticipated costs;

         2.       diversion of  management's  attention  from our core  business
                  concerns;

         3.       adverse  effects  on  existing  business   relationships  with
                  suppliers and customers;

         4.       risks of entering markets in which we have no or limited prior
                  experience;

         5.       diluting  issuances of equity  securities;

         6.       incurrence of  substantial  debt;

         7.       assumption of contingent liabilities;

                                       11
<PAGE>
         We will need to raise more capital, but the availability of additional
financing is uncertain.

         If our capital requirements vary significantly from those currently
planned, we may require additional financing sooner than anticipated. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of our existing stockholders will be reduced. In addition,
stockholders may experience further dilution, or such equity securities may have
rights, preferences or privileges senior to those of the holders of our common
stock. If additional funds are raised through the issuance of debt securities,
such securities would have rights, preferences and privileges senior to holders
of common stock, and the terms of such securities could impose restrictions on
our operations. Additional financing may not be available when needed on terms
favorable to us or at all. If adequate funds are not available or are not
available on acceptable terms, we may be unable to develop or enhance our
products and services, take advantage of future opportunities or respond to
competitive pressures, which could impact negatively our product development and
sales.

         We may be unable to meet our additional liquidity requirements.

         The trading price of our common stock and our operating results are
likely to fluctuate substantially in the future.

         The Company's products are dependent upon satisfactory testing and
certification before sales may be made in a voting jurisdiction. In the United
States, the Company's ability to respond to a request for proposals from voting
jurisdictions and to make sales to those jurisdictions is dependent upon
satisfactory completion of testing of its voting products (and similar future
products or variations) by Wyle and Metamor Labs, the industry's designated
independent testing authorities and upon certification by each state. If for
some reason not now known or anticipated, a product did not test satisfactorily,
the Company's business could be materially and adversely affected to the extent
it was unable to offer and sell that product. Similarly, the failure of a
product to be certified in a state would prevent the sale of the product in that
state.

         Because the Company will deal with governmental authorities in making
offers and sales of its products, it can also be adversely affected by changes
in those authorities, revisions to or promulgation of new requirements and
standards in a state, and unanticipated or unforeseen impediments in the
bidding, award and implementation process.

         Our recent acquisition of Z Prompt, Inc. may be reversed at the
election of the former shareholders of Z Prompt, Inc. because we failed to
obtain certification of our AccuPoll product September 30, 2003.

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

         Certain expenditures for research activities relating to product
development and improvement are charged to expense as incurred. Such
expenditures approximated $175,000 for the period August 9, 2001 (inception)
through June 30, 2003.

         The Company defers certain costs related to the preliminary activities
associated with the manufacture of its product, which the Company has determined
have future economic benefit. These costs will be amortized over its 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 software development costs capitalized
approximated $1,400,000.

Patents Pending and Intellectual Property
-----------------------------------------

         The Company has taken steps to protect both its intellectual property
and brand name in the marketplace. The Company has engaged the intellectual
property (IP) law firm of Knobbe, Martens, Olson and Bear LLP as legal counsel
for intellectual property and trademark related matters. On October 23, 2002,
the Company received confirmation from its IP law firm that the USPTO had issued
a Notice of Recordation and Assignment dated September 19, 2002 for patent
application no. 10/190,964. Patent application no. 10/190,964 had been on July
5, 2002. The patent application(s) encompass The process of using a touch-screen
electronic voting system that produces a voter-verified Printed paper record of
vote.

         The Company also filed trademark applications (Nos. 76/412,455 and
76/412,460) with the USPTO to protect the AccuPoll brand name and logo on May
24, 2002.

                                       12
<PAGE>

Our Employees and Consultants

         As of October 7, 2003, the Company has six full-time employees and
consultants. The Company believes its relationships with its employees are good.
The Company's Employees are not represented by a collective bargaining
organization, and the company Has not experienced a work stoppage.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company shares office space with Web Tools International, Inc., an
affiliate of the Company. The two companies combined occupy approximately 10,000
square feet of office space located at 15101 Red Hill Ave. Suite # 220, Tustin,
Ca Currently, the Company employees and consultants occupy approximately half of
the 10,000 square feet of office space, and the Web Tools International
employees and consultants occupy the other half of the office space. The Company
sub-leases the space from Greenberg Farrow Architects. The sub-lease commenced
September 1, 2003 and continues through July 31, 2006.

         The company's telephone number is (949) 200-4000.

ITEM 3.  LEGAL PROCEEDINGS.

         In September 2003, the Company was 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 alleges that we have breach a contract with them by
failing to tender payment in full for services rendered. Stern is seeking to
recover damages in the amount of $35,000, and a warrant to purchase 36,000
shares of the Company's common stock. The Company intends to vigorously defend
this lawsuit.

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 PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS.

         The Common Stock of the Company is traded on the NASD Electronic
Bulletin Board over-the-counter market, and is quoted under the symbol ACUP.OB

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

The Articles of Incorporation of the Company authorize 80,000 shares of
Preferred Stock, $.001 par value, of which 80,000 shares have been designated
Series A Preferred Stock. As of June 30, 2003, 71,259 shares of Series A
Preferred stock were issued and outstanding. None of the Preferred stock
pays any dividends.

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

         The Articles of Incorporation of the Company authorize 600,000,000
shares of Common Stock, $.001 par value. As of June 30, 2003, the Company had
112,945,963 shares of Common Stock, $.001 par value, that were issued and
outstanding, which were held by approximately 1,000 stockholders of record.

Options and Warrants
--------------------

         As of June 30, 2003, the Company had outstanding warrants to purchase
31,586,415 shares of Common Stock at exercise prices ranging from $0.01 to $1.40

         As of June 30, 2003, the Company had outstanding stock options to

purchase 12,450,000 shares of Common Stock at  exercise prices ranging from
$0.31 to $1.50 per share.

Registrar and Transfer Agent
----------------------------

         The registrar and transfer agent of the Company is Interwest Transfer
Co., Inc., 1981 Murray Road, Suite 100, Halliday, Utah 84117-5148; telephone
(801) 272-9294.

Market Price
------------

         The following table sets forth the range of high and low closing bid
prices per share of the Common Stock of the Company as reported by Pink Sheets,
L.L.C. for the periods indicated.

                                       13
<PAGE>

                                                      High Closing  Low Closing
                  Fiscal Year Ending 6/30/2003        Bid Price     Bid Price
                  ------------------------------      ------------  -----------
                           1st Quarter(1)                   1.24           .90
                           2nd Quarter                      1.70           .75
                           3rd Quarter                      1.70          1.01
                           4th Quarter                      1.14           .91

(1) includes the effect of a 1:4 forward split on 7/30/02

                                                      High Closing  Low Closing
                  Fiscal Year 2002                    Bid Price     Bid Price
                  ----------------                    ------------  -----------
                  2nd Quarter . . . . . . . . . .     $ 0.001       $ 0.001
                  3rd Quarter . . . . . . . . . .     $ 0.001       $ 0.001
                  4th Quarter (1) . . . . . . . .     $ 1.00        $ 0.10
                  4th Quarter (2) . . . . . . . .     $ 4.70        $ 0.45

                  Fiscal Year 2003
                  ----------------

                  1st Quarter (3) . . . . . . . .     $ 4.60        $ 4.20
                  1st Quarter (4) . . . . . . . .     $ 1.21        $ 0.85

-------------------------------

(1)  Includes April 1, 2002 through May 29, 2002, before a 1 for 2000 reverse
     split and a 1-for-5 reverse split.

(2)  Includes May 30, 2002 through June 30, 2002 after a 1 for 2000 reverse
     split and a 1-for-5 reverse split.

(3)  Before a 4-for-1 forward split in July 2002. (4) After a 4-for-1 forward
     split in July 2002.

         The closing price of the Common Stock of the Company on October 7,
2003, was $1.50 per share.

         When the trading price of the Company's Common Stock is below $5.00 per
share, the Common Stock is considered to be "penny stocks" that are subject to
rules promulgated by the Securities and Exchange Commission (Rule 15-1 through
15g-9) under the Securities Exchange Act of 1934. These rules impose significant
requirements on brokers under these circumstances, including: (a) delivering to
customers the Commission's standardized risk disclosure document; (b) providing
customers with current bid and ask prices; (c) disclosing to customers the
brokers-dealer's and sales representatives compensation; and (d) providing to
customers monthly account statements.

Dividend Policy
---------------

         The Company has not adopted any policy regarding the payment of
dividends on its Common Stock. The Company does not intend to pay any cash
dividends on its Common Stock in the foreseeable future. All cash resources are
expected to be invested in developing the Company's business.

Recent Sales of Unregistered Securities

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

On May 21, 2003 the Company authorized 80,000 shares of cumulative, convertible
Series A Preferred Stock ("Series A") with a par value of $0.01 per share. The
Series A are convertible into 1,000 shares of common stock, not entitled to
receive dividends, do not have voting rights, and have liquidation preferences,
as defined. The Company has no other authorized preferred stock.

On May 21, 2003, the Company issued 71,529 shares of Series A as collateral for
proceeds approximating $6,300,000 ("Secured Notes"), less applicable
commissions. The Secured Notes will accrue interest at 5.5%, will require
interest only payments through maturity and will mature two years from receipt.
As of October 8, 2003, the Company has not received any proceeds or paid any
related commissions.

                                       14
<PAGE>

Common Stock:
-------------

On April 1, 2003 the Company issued 7,000 shares of restricted common stock for
services valued at $7,280. The Company relied on the exemption under Section
4(2) of the Securities Act of 1933, as amended.

On April 3, 2003 the Company issued 2,500 shares of restricted common stock for
proceeds of $750. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On April 3, 2003 the Company issued 36,729 shares of restricted common stock for
proceeds of $11,129. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On April 3, 2003 the Company issued 13,051 shares of restricted common stock for
proceeds of $3,955. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On April 17, 2003 the Company issued 100,000 shares of restricted common stock
for proceeds of $25,000. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On April 21, 2003 the Company issued 200,000 shares of restricted common stock
for proceeds of $12,500. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On April 25, 2003 the Company issued 16,000 shares of restricted common stock
for Proceeds of 1,958. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On April 25, 2003 the Company issued 40,000 shares of restricted common stock
for proceeds of $4,896. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On April 25, 2003 the Company issued 125,000 shares of restricted common stock
for proceeds of $15,300. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On April 25, 2003 the Company issued 200,000 shares of restricted common stock
for proceeds of $24,480. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 10, 2003 the Company issued 300,000 shares of restricted common stock
for proceeds of $18,750. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 41,948 shares of restricted common stock for
proceeds of $2,621. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 193,497 shares of restricted common stock
for proceeds of $12,093. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 64,000 shares of restricted common stock for
Proceeds of $7,833. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 50,000 shares of restricted common stock for
proceeds of $6,120. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 30,000 shares of restricted common stock for
proceeds of $3,672. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

                                       15
<PAGE>

On June 12, 2003 the Company issued 100,000 shares of restricted common stock
for Proceeds of $12,240. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 100,000 shares of restricted common stock
for Proceeds of $12,240. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 20,000 shares of restricted common stock for
Proceeds of $2,448. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 150,000 shares of restricted common stock
for proceeds of $18,360. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 15,000 shares of restricted common stock for
proceeds of 1,836. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 70,000 shares of restricted common stock for
proceeds of $8,568. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 145,000 shares of restricted common stock
for proceeds of $17,748. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 408,496 shares of restricted common stock
for proceeds of $50,000. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 475,000 shares of restricted common stock
for proceeds of $60,000. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 12, 2003 the Company issued 28,000 shares of restricted common stock for
proceeds of $26,600. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1933, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

On June 13, 2003 the Company issued 400,000 shares of restricted common stock
for proceeds of $100,000. The Company relied on the exemption under Section 4(2)
of the Securities Act of 1933, as amended.

On June 13, 2003 the Company issued 50,000 shares of restricted common stock for
proceeds of $25,000. The Company relied on the exemption under Section 4(2) of
the Securities Act of 1933, as amended.

On June 18, 2003 the Company issued 408,496 shares of restricted common stock
for proceeds of $50,000. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

On June 24, 2003 the Company issued 408,496 shares of restricted common stock
for proceeds of $50,000. The Company has relied on Regulation S as an exemption
from registration under the Securities Act of 1933, as amended, and under
Section 4(2) of the Securities Act of 1933, as amended.

Warrants:
---------

On April 11, 2003 the Company issued 25,000 warrants for services at a strike
price of $1.02 per share of restricted common stock. The Company relied on the
exemption under Section 4(2) of the Securities Act of 1933, as amended.

On April 21, 2003 the Company issued 150,000 warrants for services at a strike
price Of $1.05 per share of restricted common stock. The Company relied on the
exemption under Section 4(2) of the Securities Act of 1933, as amended.

                                       16
<PAGE>

On May 26, 2003 the Company issued 687,500 warrant to a shareholder in
connection with An investment in AccuPoll Holding Corp. at a strike price of
$.25 per restricted share Of common stock. The Company has relied on Regulation
S as an exemption from registration under the Securities Act of 1933, as
amended, and under Section 4(2) of the Securities Act of 1933, as amended.

On May 26, 2003 the Company issued 381,000 warrants to a shareholder in
connection with An investment in AccuPoll Holding Corp. at a strike price of
$.1224 per restricted share Of common stock. The Company has relied on
Regulation S as an exemption from registration under the Securities Act of 1933,
as amended, and under Section 4(2) of the Securities Act of 1933, as amended.

On June 19, 2003 the Company issued 250,000 warrants for services at a strike
price of $.46 per share of restricted common stock. The Company relied on the
exemption under Section 4(2) of the Securities Act of 1933, as amended.

On June 27, 2003 the Company issued 700,000 warrants for services at a strike
price of $.75 per share of restricted common stock. The Company relied on the
exemption under Section 4(2) of the Securities Act of 1933, as amended.

On June 30, 2003 the Company issued 30,000 warrants for services at a strike
price of $.75 per share of restricted common stock. The Company relied on the
exemption under Section 4(2) of the Securities Act of 1933, as amended.

On June 30, 2003 the Company issued 15,000 warrants for services at a strike
price of $.75 per share of restricted common stock. The Company relied on the
exemption under Section 4(2) of the Securities Act of 1933, as amended.

On June 30, 2003 the Company issued 408,496 warrants to a shareholder in
connection with An investment in AccuPoll Holding Corp. at a strike price of
$.2448 per share of Restricted common stock. The Company has relied on
Regulation S as an exemption from registration under the Securities Act of 1933,
as amended, and under Section 4(2) of the Securities Act of 1933, as amended.

On June 30, 2003 the Company issued 145,000 warrants to a shareholder in
connection with An investment in AccuPoll Holding Corp. at a strike price of
$.35 per share of restricted Common stock. The Company has relied on Regulation
S as an exemption from registration under the Securities Act of 1933, as
amended, and under Section 4(2) of the Securities Act of 1933, as amended.

On June 30, 2003 the Company issued 70,000 warrants to a shareholder in
connection with an Investment in AccuPoll Holding Corp. at a strike price of
$.35 per share of restricted Common stock. The Company has relied on Regulation
S as an exemption from registration under the Securities Act of 1933, as
amended, and under Section 4(2) of the Securities Act of 1933, as amended.

Options:
--------

         On June 18, 2003 the Company issued options to purchase 5,410,000
shares Of restricted common stock at a strike price of $.91 per share. The
Company relied on the exemption under Section 4(2) of the Securities Act of
1933, as amended.

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

GENERAL

         The Company has not generated any revenues from its operations since
the inception of AccuPoll, Inc., the Company's wholly owned subsidiary, in
August 2001, and does not expect to report any revenue until the successful
development and marketing of its touch-screen electronic voting products.
Additionally, after the launch of the Company's products and services, there can
be no assurance that the Company will generate positive cash flow and there can
be no assurances as to the level of revenues, if any, that the Company may
actually achieve from its planned operations.

Plan of Operations
------------------

         The initial concept and design and development of the AccuPoll DRE
polling place electronic voting system was begun in November 2000 by Dennis
Vadura and Frank Wiebe, the CEO and President of Web Tools International. In
August 2001, the CEO and President of Web Tools International decided to form a
company for the AccuPoll product in order to facilitate the raising of private
equity investment. AccuPoll, Inc. was incorporated in the State of Delaware in
August 2001 with the CEO and President of Web Tools International also the CEO
and President of AccuPoll, Inc. respectively. The CEO and President of AccuPoll,
Inc. decided to enter into a contract with Web Tools International to continue
the development of the AccuPoll DRE polling place voting system since AccuPoll,
Inc. had no developers on staff to continue the development, and Web Tools
International had developers that were available and knowledgeable in the design
and development of the product. In connection with the formation of AccuPoll,
Inc., Web Tools International was reimbursed all R&D related expenses incurred.

                                       17
<PAGE>
         AccuPoll Holding Corp. is currently a development stage company working
to bring a new electronic voting system to the elections marketplace. The
AccuPoll DRE polling place electronic voting system is currently undergoing
federal certification testing. Federal certification testing is expected to by
completed October 31, 2003. Once federal certification has been obtained, the
AccuPoll DRE polling place electronic voting system will be a saleable product
in the United States. However, additional state level certifications may be
required in order to sell the voting system in certain states. The expected
first sale of the AccuPoll DRE polling place voting system is fourth quarter
2003.

         In accordance with 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, the Company has expensed approximately $175,000 of R&D related
expenses from inception through September 2001. The costs that were expensed
related to the creation a working model from the white paper created by the
founders, mainly related to the labor of the technicians and programmers, with a
small portion being related to various computer components. The Company 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.

         The Company's success will depend on its ability to obtain government
contracts, primarily through the counties in the United States to replace their
current voting systems with the touch-screen voting solutions provided by the
Company.

         On April 9, 2003 AccuPoll entered into binding agreements to acquire
all Assets, liabilities, and stock of Zprompt, Inc. a California Corporation.
The stock purchase agreement Between AccuPoll and Zprompt allows the
shareholders of Zprompt to withdraw from the Transaction if the AccuPoll voting
product is not certified by Wyle Labs on or before September 30, 2003. As of the
date of this Annual Report, and as of September 30, 2003, the AccuPoll voting
product has not been certified by Wyle Labs. The shareholders of Zprompt have
made no indication as to whether they intend to exercise their right to Withdraw
from the merger transaction. For accounting purposes, the transaction has not
been recorded as a result of the ability of the Zprompt shareholders to
withdrawl. Mr. Paul Musco, President of Zprompt Has advised the Company that he
will be resigning for good reason effective November 30, 2003, as the Company
has been unable to make certain payments to him required by the Company pursuant
to his employment Agreement. On July 30, 2003 Mr. Musco resigned from his title
of President, and member of the Board of Directors But still remains an employee
of Zprompt. On October 9, 2003, Michael Shockett, CEO of Zprompt, resigned from
his Position of CEO, and member of the Board of Directors of Zprompt, but still
remains an employee of Zprompt.

Liquidity and Capital Resources
-------------------------------

         Since inception through June 30, 2003, the Company has raised a total
of approximately $2,400,000 from the sale of restricted common stock and
convertible notes payable.

         During May and June 2003, the Company issued 71,529 shares of Series A
preferred stock as collateral for potential proceeds approximating$6,300,000
("Secured Notes"), less applicable commissions. The Secured Notes will accrue
interest at 5.5%, will require interest only payments through maturity and will
mature two years from receipt. As of the date of this filing, the Company has
not received any proceeds or paid any related commissions.

         In August 2003, the Company issued 7,000,000 shares of restricted
common stock as collateral for 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.

         The Company's cash was $0 at June 30, 2003.

         The management of the Company believes that the Company will not
generate any significant revenues in the next few months, nor will it have
sufficient cash to fund operations. As a result, the Company's success will
largely depend on its ability to secure additional funding through the sale of
its Common Stock and/or the sale of other debt or equity securities. There can
be no assurance, however, that the Company will be able to consummate debt or
equity financing in a timely manner, or on a basis favorable to the Company, at
all.

                                       18
<PAGE>

Capital Expenditures
--------------------

         The Management of the Company anticipates certain capital expenditures
related to developing and testing subsequent versions of the voting system
hardware and software. The Company estimates such capital expenditures for
hardware to be $500,000 and an additional $500,000 for software. The Company
will be reliant on future fund raising in order to pay for development and
testing of these subsequent versions.

Going Concern
-------------

         The Company's independent certified public accountants have stated in
their report included in this Form 10-KSB, that the Company has incurred a net
loss during its fiscal year ended June 30, 2003.  The Company has been in the
development stage since it began operations in August 2001, has not generated
any revenues from operations has negative working capital of approximately
$1,833,000, and there is no assurance of any future revenues. These conditions,
among others, raise substantial doubt about the Company's ability to continue as
a going concern.

Inflation
---------

         Management believes that inflation has not had a material effect on the
Company's 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 the our consolidated financial statements and the
accompanying notes. The amounts of assets and liabilities reported on our
balance sheet and the amounts 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 revenue recognition, estimated allowance
for doubtful accounts, the realizability of the Company's investments in
affiliated companies and the valuation of deferred taxes. 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:

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 (no longer than three years), 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.

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 ("SFAS 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
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 and the annual rate of quarterly dividends. Compensation expense, if
any, is recognized over the applicable service period, which is usually the
vesting period.
                                       19
<PAGE>

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
compensation in accordance with FIN 44.

SFAS No. 148 ("SFAS 148"), "Accounting for Stock-Based Compensation - Transition
and Disclosure, an amendment of FASB Statement No. 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 and for the period from August 9, 2001 (Inception)
through June 30, 2002, as options granted to employees had an exercise price
equal to the market value of the underlying common stock on the date of grant.

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

The convertible feature of a note payable 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 determined the 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. Accordingly, the relative fair value of the BCF has been
recorded in the consolidated financial statements as a discount from the face
amount of the note payable. The BCF related to the note will be amortized over
the life of the note.

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

In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 requires companies with a variable interest in a variable interest entity
to apply this guidance as of the beginning of the first interim period beginning
after June 15, 2003, for existing interest and immediately for new interests.
The application of the guidance could result in the consolidation of a variable
interest entity. The only potential variable interest entity with which the
Company is associated is Web Tools International, Inc. ("WTI"), as disclosed in
Note 5. The Company is evaluating whether Web Tools International, Inc. is a
variable interest entity, whether the Company is the primary beneficiary and, if
so, the impact of FIN 46 on the financial position and results of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company continues to assess the effects of recently issued accounting
standards. The impact of all recently adopted and issued accounting standards
has been disclosed in the Note 1 of the consolidated financial statements.

ITEM 7.  FINANCIAL STATEMENTS.

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

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

         None

                                       20
<PAGE>

ITEM 8A. Controls and Procedures

As of the end of the period covered by this report, Management carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures, pursuant to Exchange Act Rules 13a-15(c) and
15d-15(c) which includes inquiries made to certain other of our employees. Based
on the foregoing, the Principal Executive Officer and Principal Financial
Officer concluded that the Company's disclosure controls and procedures are
effective to timely alert them to any material information relating to the
Company, including its consolidating subsidiaries, that must be included in the
Company's periodic SEC filings. In addition, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls subsequent to the date of the most recent
evaluation.

                                    PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Officers
----------------------

         The present directors and officers of the Company are as follows:

         Name(1)(2)           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
         Jo-Ann Zakielarz     51    Vice President, Government Affairs/Global
                                    Alliances
         Andreea M. Porcelli  35    Director

(1)      The Company presently has no executive committee, nominating committee
         or audit committee of the Board of Directors.

(2)      The officers of the Company hold office until their successors are
         elected and qualified, or until their death, resignation or removal.

         The background and principal occupations of each director and officer
of the Company are as follows:

         Mr. Vadura became a director and the Chief Executive Officer of the
Company on May 20, 2002. From April 2000 to the present, he has been the Chief
Executive Officer of Web Tools International, Inc. 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
from the University of Waterloo (Canada) in 1986.

         Mr. Wiebe became a director, President, Secretary and Treasurer of the
Company on May 20, 2002. From May 2000 to the present, he has been the Vice
President of Web Tools International, Inc. From November 1992 to the present, he
was a Strategic Program Manager 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 1992, and
received a Masters of Science degree (computer science) from the University of
Manitoba in 1996.

         Mr. Hewitt became the Chief Financial Officer of the Company in 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 ("Junum"), 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. engaged in software
development. Mr. Hewitt received a business degree from California State
University - Fullerton in 1990. Mr. Hewitt is presently a director of Force Ten
Trading, Inc. ("FTTI""), a public company engaged in developing educational
programs.

         Mr. Noblett has been Vice-President of Sales since July 2002 and is
responsible for the Accupoll sales organization. He was Chief Executive Officer
for eSAT from June 1999 until December 2001. He served briefly as interim Chief
Financial Officer in January 1997 to February 1998 before being promoted to COO.
From 1991 to 1996, Mr. Noblett was employed as the chief executive officer for
Tradom International, a subsidiary of Asahi Shoucian, Inc., an international

                                       21
<PAGE>

trading company. From 1977 to 1990, he was chief executive officer of C. Noblett
& Associates, a food brokerage company. Mr. Noblett was also a lead investor and
a director of Cyber Village Network, a computer software company that was a
successful venture. 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 with
strong political contacts in Washington DC.

         Ms. Zakielarz, hired as vice president of government relations and
global alliances in January, 2003. Ms. Zakielarz was with Unisys Corp. for 13
years where she developed, promoted and implemented technology solutions for
state and local election officials. Her experience ranged from selling and
consulting on the implementation of precinct voting systems to
statewide-centralized voter registration systems. She 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.

         Ms. Andreea M. Porcelli became a director of the Company on 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 representataive 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 representataive with MH Meyerson &
Co. Ms. Porcelli gradutated from Franklin College (Switzerland) in 1992 with a
degree in international relations and economics.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth the total cash compensation, paid or
accrued, by the Company during its fiscal year ended June 30, 2003, to each
executive officer and all executive officers as a group for services in all
capacities to the Company.

<TABLE>
<CAPTION>
                                                             SUMMARY COMPENSATION TABLE
                                          ANNUAL  COMPENSATION                          LONG  TERM  COMPENSATION
                                         ----------------------                         AWARDS           PAYOUTS
                                                                                    -------------------------------
                                                                   OTHER         RESTRICTED   SECURITIES                ALL
NAME AND                                                           ANNUAL           STOCK     UNDERLYING    LTIP       OTHER
PRINCIPAL             FISCAL          SALARY          BONUS      COMPENSATION       AWARDS     OPTIONS     PAYOUTS  COMPENSATION
POSITION               YEAR              ($)           ($)            ($)             ($)       SARS (#)     ($)         ($)
--------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>        <C>                 <C>            <C>             <C>     <C>            <C>          <C>
Frank Wiebe          6/30/2003      $ 115,000           0              0               0       1,200,000      0            0
(President)          6/30/2002         28,750           0              0               0       2,016,000      0            0
--------------------------------------------------------------------------------------------------------------------------------
Dennis Vadura        6/30/2003      $ 115,000           0              0               0       2,400,000      0            0
(CEO)                6/30/2002         28,750           0              0               0       4,032,000      0            0
--------------------------------------------------------------------------------------------------------------------------------
Craig Hewitt         6/30/2003      $  92,084           0              0               0         250,000      0            0
(CFO)                6/30/2002         15,000           0              0               0         300,000      0            0
--------------------------------------------------------------------------------------------------------------------------------
Chester Noblett Jr.  6/30/2003      $  79,269           0              0               0       1,200,000      0            0
(VP Sales)           6/30/2002            0             0              0               0             0        0            0
--------------------------------------------------------------------------------------------------------------------------------
Jo-Ann Zakielarz     6/30/2003      $  33,846           0              0               0         600,000      0            0
(VP Global Affairs)  6/30/2002            0             0              0               0             0        0            0

</TABLE>

                                       22
<PAGE>

                - Personal benefits received by the Company's executive officers
                  are valued below the levels which would otherwise require
                  disclosure under the rules of the U.S. Securities and Exchange
                  Commission.

                - The Company does not currently provide any contingent or
                  deferred forms of compensation arrangements, annuities,
                  pension or retirement benefits to its directors, officers or
                  employees.

                - The Company has employment agreements with Dennis Vadura and
                  Frank J. Wiebe.


                                OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                         (INDIVIDUAL GRANTS)

<TABLE>
<CAPTION>
                  NUMBER OF SECURITIES      PERCENT OF TOTAL
                       UNDERLYING         OPTIONS/SAR'S GRANTED
                 OPTIONS/SAR'S GRANTED   TO EMPLOYEES IN FISCAL    EXERCISE OF BASE PRICE
NAME                      (#)                     YEAR                     ($/SH)           EXPIRATION DATE
                 ----------------------  -----------------------  ------------------------  ---------------
<S>                        <C>                       <C>                        <C>           <C>
Frank Wiebe                1,200,000                 16.76%                     .91           90 days post
                                                                                              employment
                 ----------------------  -----------------------  ------------------------  ---------------
Dennis Vadura              2,400,000                 33.52%                     .91           90 days post
                                                                                              employment
                 ----------------------  -----------------------  ------------------------  ---------------
Craig Hewitt                 250,000                 3.49%                      .91           90 days post
                                                                                              employment
                 ----------------------  -----------------------  ------------------------  ---------------
Chester Noblett              400,000                 5.59%                      .3125         90 days post
Jr.                                                                                           employment
                             500,000                 6.98%                      .91           90 days post
                                                                                              employment
                             300,000                 4.19                       .80           6/30/08
                 ----------------------  -----------------------  ------------------------  ---------------
Jo-Ann Zakielarz             600,000                 8.38%                      1.25          90 days post
                                                                                              employment
</TABLE>

                                       23
<PAGE>

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES
                               As of June 30, 2003

<TABLE>
<CAPTION>
                                                                     NUMBER OF UNEXERCISED         VALUE OF UNEXERCISED IN
                                                                     SECURITIES UNDERLYING         THE-MONEY OPTION/SARS
                          SHARES ACQUIRED ON     VALUE               OPTIONS/SARS AT FY-END (#     AT FY-END ($)
NAME                          EXERCISE (#)      REALIZED ($)         EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
                          ------------------    ------------         --------------------------    --------------------------
<S>                               <C>             <C>                <C>                             <C>
Frank Wiebe (6/30/2003)           0                n/a               1,028,000/2,188,000           434,980/769,580
Dennis Vadura (6/30/2003)         0                n/a               2,056,000/4,376,000           869,960/1,539,160
Craig Hewitt (6/30/2003)          0                n/a               362,500/187,500               179,250/0
Chester Noblett (6/30/2003)       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 Zakeilarz (6/30/2003)      0                n/a               200,000/400,000                     0/0
</TABLE>


NON-PLAN ISSUANCES

In May 2002, the Company issued options to purchase an aggregate of 6,480,000
shares of the Company's common stock, at an exercise of $0.31, valued at
$165,000 to various employees. The options vest ratably over a five year period
beginning in May 2002 and are exercisable through May 2012.

NON-PLAN ISSUANCES

In June 2003, the Company issued options to purchase an aggregate of 5,410,000
shares of the Company's common stock, at an exercise of $0.91, The options vest
twenty-five percent at award and the balance vests ratably over an eighteen
month period beginning in June 2003 and are exercisable up to 90 days post
employment.

In July 2002, the Company issued options to purchase an aggregate of 400,000
shares at $.3125 per share. The Options vest ratably over a twelve month period,
and expire 90 days post employment.

In July 2002, the Company issued options to purchase an aggregate of 300,000
shares at a price of $.80 per share. The options immediately vest, and are
exercisable through June 30, 2008.

In December 2002, the Company issued options to purchase an aggregate of 600,000
shares at 1.25 per share. The Options vest ratably over a thirty-six month
period, and expire 90 days post employment.

                                               EQUITY COMPENSATION PLANS

<TABLE>
<CAPTION>
                                        (A)                       (B)                              (C)
-----------------------------------------------------------------------------------------------------------------------
                               NUMBER OF SECURITIES         WEIGHTED-AVERAGE         REMAINING AVAILABLE FOR FUTURE
                            TO BE ISSUED UPON EXERCISE     EXERCISE PRICE OF       ISSUANCE UNDER EQUITY COMPENSATION
                              OF OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,   PLANS (EXCLUDING SECURITIES REFLECTED
                                WARRANTS AND RIGHTS       WARRANTS AND RIGHTS                IN 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                             44,036,415           $           0.47                          n/a
-----------------------------------------------------------------------------------------------------------------------
Total                               44,036,415           $           0.47                          n/a
</TABLE>

                                       24
<PAGE>

Executive Employment Agreements
-------------------------------

         On May 20, 2002, the Company entered into employment agreements with
Mr. Dennis Vadura, the Chief Executive Officer of the Company, and with Mr.
Frank J. Wiebe, the President, Secretary and Treasurer of the Company, for a
five year term. Each employment agreement provided for an annual base salary of
$115,000, with a minimum annual 10% increase as determined by the Board of
Directors. The agreements also provided for a stock option to Mr. Vadura and Mr.
Wiebe to purchase 4,032,000 shares and 2,016,000 shares, respectively, of Common
Stock of the Company at an option price of $.3125 for a 10 year term. Bonus
compensation, if any, is to be determined by the Compensation Committee of the
Board of Directors, but cannot exceed 100% of their then applicable base salary.

         On May 29, 2002, the Company entered into a Consulting Agreement with
Craig A. Hewitt, the Chief Financial Officer of the Company, that provided for
compensation of $5,000 per month through August 31, 2002, and $7,500 per month
thereafter. The Company also granted Mr. Hewitt or his affiliate, Hewitt &
Associates, Inc., a stock option to purchase 300,000 shares of Common Stock at
an exercise price of $.3125 per share vesting over 12 months.

Consultant Compensation Plan Committee
--------------------------------------

         A Consultant Compensation Plan Committee of the Board of Directors
administers the Company's 2002 Consultant Compensation Plan. Messrs. Dennis
Vadura and Frank J. Wiebe serve as members of the Committee.

Other Committees
----------------

         The Company does 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
-------------

         The Company does not have any pension plan, profit sharing plan, or
similar plans for the benefit of its officers, directors or employees. However,
the Company may establish such plans in the future.

Board Compensation
------------------

         Each non-employee director will receive $500 for each Board meeting
attended, and for each committee meeting attended on days other than those on
which the Board meets, and will receive reimbursement of travel expenses.
Directors of the Company have not received any compensation in their capacity as
directors as of the date hereof, except reimbursement of travel expenses.

Compliance with Section 16(a) of the Securities Exchange Act
------------------------------------------------------------

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

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table contains information, as of June 30, 2003, with
respect to the Beneficial ownership of our Common Stock by (i) each person whom
we know to own beneficially More than five percent of our Common Stock; (ii)
each director or nominee; (iii) the Chief Executive Officer and each of our
other executive officers included in the "Summary Compensation Table"; and (iv)
all of our current executive officers as a group.


                                       25
<PAGE>

                                               SHARES             PERCENT OF
MANAGEMENT                                     BENEFICIALLY       COMMON
SHAREHOLDERS(1)                                OWNED(1)           STOCK
---------------------------                    ------------       -----------
Dennis Vadura(3)(4)(6) .....................    37,174,560           32.90%
15101 Red Hill Ave # 220
Tustin, Ca 92780

Frank J. Wiebe(3)(5)(6) ....................    22,975,040           20.34%
15101 Red Hill Ave # 220
Tustin, Ca 92780

Craig A. Hewitt(7) .........................     1,162,000            1.03%
15101 Red Hill Ave # 220
Tustin, Ca 92780

Andreea M. Porcelli ........................             0            0.0%
Largo Quinti Alpini 12
2 Plano Millan 20145
Italy

Chester Noblett Jr .........................     1,200,000            1.06%
15101 Red Hill Ave # 220
Tustin, Ca 92780

Jo-Ann Zakielarz ...........................       600,000            0.53%
15101 Red Hill Ave # 220
Tustin, Ca 92780

Directors and officers as a group ..........    63,111,600           55.88%

-------------------

(1)      Except as otherwise noted, it is believed by the Company that all
         persons have full voting and investment power with respect to the
         shares indicated. Under the rules of the Securities and Exchange
         Commission, a person (or group of persons) is deemed to be a
         "beneficial owner" of a security if he or she, directly or indirectly,
         has or shares the power to vote or to direct the voting of such
         security, or the power to dispose of or to direct the disposition of
         such security. Accordingly, more than one person may be deemed to be a
         beneficial owner of the same security. A person is also deemed to be a
         beneficial owner of any security which that person has the right to
         acquire within 60 days, such as options or warrants to purchase the
         Common Stock of the Company.

(2)      The number of shares of Common Stock have been adjusted to reflect a
         stock split and stock dividend of the Company.

(3)      Includes 3,064,000 shares of Common Stock held by Web Tools
         International, Inc., an affiliate of the Company owned and controlled
         by Mr. Vadura and Mr. Wiebe.

(4)      Includes a stock option to purchase 2,480,,000 shares of Common Stock.

(5)      Includes a stock option to purchase 1,240,000 shares of Common Stock.

(6)      Excludes voting proxy rights covering 18,400,000 shares of Common Stock
         held by Mr. Vadura and Mr. Wiebe.

(7)      Includes a stock option to purchase 300,000 shares of Common Stock, and
         includes 551,000 shares held by Hewitt & Associates, Inc., an affiliate
         owned and controlled by Mr. Hewitt.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

         In April 2002, the Company entered into a Master Services Agreement
("MSA") whereby WTI provides substantially all services, less production,
related to the manufacture of the Company's voting system. The MSA provides that
the Company is charged certain rates for the hourly time incurred of WTI's
employees working on Company matters. In addition, the Company reimburses WTI
for all reimbursable expenses, as defined in the MSA. The Company is located
within the office space of WTI and is charged no amounts related to the usage of
such office space or fixed assets of WTI. All overhead related charges are

                                       26
<PAGE>

considered to be included in the basic hourly rates charged by WTI to the
Company, as such costs are in excess of the related employees WTI rate of pay.
The agreement matures on the earlier of: (1) March 31, 2004 or (2) the
completion of the last service of work, as defined. The MSA may be terminated by
either party on 30 days written notice. All ideas, inventions, concepts,
know-how, methods, 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 MSA is the exclusive
property of the Company. WTI is owned and operated by Mr. Dennis Vadura and Mr.
Frank J. Wiebe, who are directors and officers of the Company. During the fiscal
year ended June 30, 2003, WTI invoiced approximately $1,300,000 to the Company
under the terms of the MSA, of which approximately $925,000 remained due and
payable as of June 30, 2003.

Executive Employment Agreements
-------------------------------

         On May 20, 2002, the Company entered into employment agreements with
Mr. Dennis Vadura, the Chief Executive Officer of the Company, Mr. Frank J.
Wiebe, the President, Secretary and Treasurer of the Company. See Item 10,
Executive Compensation - Executive Employment Agreements.

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

         (A)      Reports on Form 8-K
                  -------------------
         Current reports on Form 8-K were filed by the Company 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
        --------                    -----------
        99.1 Loan Agreement Mercatus & Partners Ltd.
        99.2 Loan Agreement Mercatus & Partners Ltd.
        99.3 Loan Agreement Mercatus & Partners Ltd.
        99.4 Business Advisory Agreement, Signal Capital Partners
        99.5 Business Development Agreement, Shane Rodgers
        99.6 Loan Agreement, Pavel Holik

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the fiscal year ended June 30, 2003, the Company'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 the Company's fiscal year 2003 annual
financial statements and review of the financial statements in the Company's
reports on Form 10-QSB: $58,000.

(b) Audit Related Fees: $5,224.

(c) Tax Fees: $6,757.

(c) All Other Fees: The aggregate fees billed for all other professional
services provided to the Company (other than the services described above under
(a), (b), and (c)) for the fiscal year ended June 30, 2003: $57,500 (Including
fees incurred in connection with the audits of Z-Prompt, Inc.)

The 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 pre-approved by the
Board of Directors.

                                       27
<PAGE>

INDEPENDENT AUDITORS' REPORT

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 auditing standards generally accepted
in the  United  States of  America.  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 its operations and
its 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  accounting
principles generally accepted in the United States of America.

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  may  result  from the  outcome  of this
uncertainty.

/s/ Squar, Milner, Reehl & Williamson, LLP

October 8, 2003
Newport Beach, California


                                       F-1
<PAGE>


                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                  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 CURRENT LIABILITIES                                                               1,979,443
                                                                                      -----------
  Put liability related to warrant issuance                                               113,750
                                                                                      -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
  Convertible Series A preferred stock, $0.01 par value, 80,000 shares
  authorized, 71,529 shares issued and outstanding (liquidation preference of zero)           715
  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                                                            7,253,898
  Deficit accumulated during the development stage                                     (7,910,147)
                                                                                      -----------
TOTAL STOCKHOLDERS' DEFICIT                                                              (542,588)
                                                                                      -----------
  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                         $ 1,550,605
                                                                                      ===========
</TABLE>

                See notes to consolidated financial statements.

                                      F-2
<PAGE>

                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

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, 2002
--------------------------------------------------------------------------------

<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                     2,369,475        1,198,622        3,568,097
  Interest                                 29,900          303,875          333,775
  Research and development                     --          176,064          176,064
                                    -------------    -------------    -------------
                                        5,503,567        2,406,580        7,910,147
                                    -------------    -------------    -------------
NET LOSS                            $  (5,503,567)   $  (2,406,580)   $  (7,910,147)
                                    =============    =============    =============
    PER SHARE                       $       (0.05)   $       (0.04)   $       (0.09)
                                    =============    =============    =============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                106,687,447       68,735,272       89,545,603
                                    =============    =============    =============
</TABLE>

                 See notes to consolidated financial statements.

                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      Preferred Stock         Common Stock         Common Stock
                                                                     -----------------  ------------------------   Subscription
                                                                     Shares     Amount   Shares         Amount      Receivable
                                                                     -----------------  ------------------------  -------------
<S>                                                                  <C>        <C>    <C>           <C>          <C>
Balance at August 9, 2001 (Inception)                                   --       $--            --           $--           $--

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

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

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)

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

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

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

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

Estimated fair market value of warrants granted
in connection with convertible debt                                     --        --            --            --            --

Estimated fair market value of options and warrants granted
for services                                                            --        --            --            --            --

Net loss                                                                --        --            --            --            --
                                                                    ------    ------   -----------   -----------   -----------
Balance at June 30, 2002                                                --        --   102,797,408   $   102,797   $   (12,500)
                                                                    ======    ======   ===========   ===========   ===========
Issuance of common stock at $0.91 for services                          --        --         6,593             7            --

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

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

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

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

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

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

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

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

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

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

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

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

Proceeds from the issuance of common stock at $0.25 per share
in connection with the exercise of warrants                             --       $--       200,000   $       200           $--

Proceeds from the issuance of common stock at $0.06 per share
for cash                                                                --       $--       535,445   $       535           $--

                 See notes to consolidated financial statements.

                                       F-4
<PAGE>


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

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

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

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

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

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

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

Commissions paid for fund raising activity                              --        --            --            --            --

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

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

Estimated FMV of warrants granted for services                          --        --            --            --            --

Estimated FMV of options granted for services                           --        --            --            --            --

Liability incurred in connection with the issuance of warrants          --        --            --            --            --

Issuance of Series A preferred stock                                71,529       715            --            --            --

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

Net loss                                                                --        --            --            --            --
                                                                    ------    ------   -----------   -----------   -----------
                                                                    71,529       715   112,945,963       112,946           $--
                                                                    ======    ======   ===========   ===========   ===========
</TABLE>

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

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

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

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

Proceeds from the issuance of common stock at $0.08
per share in connection with the exercise of warrants                 298,744             --        289,968

Proceeds from the issuance of common stock at $0.12
per share in connection with the exercise of warrants                 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)            --             --

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

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

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

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

Net loss                                                                   --     (2,406,580)    (2,406,580)
                                                                  -----------    -----------    -----------
Balance at June 30, 2002                                          $ 3,024,096    $(2,406,580)   $   707,813
                                                                  ===========    ===========    ===========

                 See notes to consolidated financial statements.

                                       F-5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Proceeds from the issuance of common stock at $0.06 per share
for cash                                                          $    32,929            $--    $    33,464

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

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

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

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

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

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

Proceeds from the issuance of common stock at $0.95 per share
for cash                                                               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                      2,494,000             --      2,494,000

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

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

Issuance of Series A preferred stock                                     (715)            --             --

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

Net loss                                                                   --     (5,503,567)    (5,503,567)
                                                                  -----------    -----------    -----------
                                                                  $ 7,253,898    $(7,910,147)   $  (542,588)
                                                                  ===========    ===========    ===========
</TABLE>

                 See notes to consolidated financial statements.

                                      F-6
<PAGE>



                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  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>
<S>                                                <C>             <C>           <C>
                                                                                    Inception
                                                                                     Through
Cash flows from operating activities:                    2003           2002      June 30, 2003
                                                     -----------    -----------   -------------
  Net loss                                           $(5,503,567)   $(2,406,580)  $ (7,910,147)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Estimated fair market value of warrants
        granted in connection with notes payable          20,000        287,500        307,500
      Estimated fair market value of options and
        warrants granted for services                  2,767,084        813,525      3,580,609
      Estimated fair market 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 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)      (641,979)
                                                     -----------    -----------   -------------

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      2,403,391
                                                     -----------    -----------   -------------

Net decrease 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 financing and operating 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, issuance of preferred stock, increase in capitalized software
development costs, beneficial conversion features and related party payables.


              See notes to these consolidated financial statements

                                      F-7

<PAGE>

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 an intuitive touch-screen interface (the "Voting System")
that provides a polling place electronic voting solution that is completely
confidential, reliable, accurate, immediate, secure and auditable. While
maintaining and preserving the current voter experience, the Company adds the
ability to accurately capture in electronic form a voter's true intent, while
simultaneously preserving the legally binding vote - the official paper ballot.
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 merger with a publicly traded company
(see Note 2) in May 2002 and trades on the Over-The-Counter Bulletin Board under
the symbol "ACUP.OB." The Company is classified as a development stage company.

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

The Company has been in the development stage since it began operations on
August 9, 2001 and has not generated any revenues from operation 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 equity
                  securities.

Federal, State and various foreign government regulations may govern the
Company's products. There can be no assurance that the Company will receive
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 others, 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 persons 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 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.


                                       F-8
<PAGE>


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, 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 (no longer than three years), 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 ("SFAS 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
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 and the annual rate of quarterly dividends. Compensation expense, if
any, is recognized over the applicable service period, which is usually the
vesting period.

                                       F-9
<PAGE>

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
compensation in accordance with FIN 44.

SFAS No. 148 ("SFAS 148"), "Accounting for Stock-Based Compensation - Transition
and Disclosure, an amendment of FASB Statement No. 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 and for the period from August 9, 2001 (Inception)
through June 30, 2002, as options granted to employees had an exercise price
equal to the market value of the underlying common stock on the date of grant.
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS 123 to
stock-based employee compensation.

<TABLE>
<CAPTION>
                                                                          Periods Ended June 30,
                                                                            2003           2002
<S>                                                                     <C>            <C>
Net loss, as reported                                                   $ 5,503,567    $ 2,406,580
Add:  total  stock-based  employee  compensation  expense  determined
under fair value based method for all awards                                598,230         68,340
                                                                        -----------    -----------
    Pro-forma                                                             6,101,797      2,474,920
                                                                        ===========    ===========
Basic and diluted net loss per share:
    As reported                                                         $     (0.05)   $     (0.04)
                                                                        ===========    ===========
    Pro-forma                                                           $     (0.06)   $     (0.04)
                                                                        ===========    ===========
</TABLE>

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

The convertible features 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 determined the 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. Accordingly, the relative fair value of the
BCF has been recorded in the consolidated financial statements as a discount
from the face amount of the note payable. The BCF related to the note will be
amortized over the life of the note.

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 in the foreseeable future, it is more likely
than not that some portion of the deferred income tax assets may not be
realized.

                                       F-10
<PAGE>

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

The Company expenses the cost of advertising. Advertising expenses were
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 its
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 Share
--------------

Under Statement of Financial Accounting Standards No. 128 ("SFAS 128"), 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 share is computed similar to basic earnings per 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. The dilutive potential of the preferred stock have not
been included in the potentially dilutive share calculation, as they have been
issued as collateral for borrowings (see Note 7). Because the Company has
incurred net losses, basic and diluted loss per share are equal, since
additional potential common shares would be anti-dilutive.

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

SFAS 133, "Accounting For Derivative Instruments and Hedging Activities," as
amended by SFAS 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.

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 material countries in which it holds assets and how the
Company reports revenues and its major customers. The Company currently operates
in one segment, as disclosed in the accompanying consolidated statements of
operations.


                                       F-11
<PAGE>


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

In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 requires companies with a variable interest in a variable interest entity
to apply this guidance as of the beginning of the first interim period beginning
after June 15, 2003, for existing interest and immediately for new interests.
The application of the guidance could result in the consolidation of a variable
interest entity. The only potential variable interest entity with which the
Company is associated is Web Tools International, Inc. ("WTI"), as disclosed in
Note 5. The Company is evaluating whether WTI is a variable interest entity,
whether the Company is the primary beneficiary and, if so, the impact of FIN 46
on the financial position and results of operations.

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
FIN 46                Consolidation of Variable Interest Entities - An Interpretation of ARB No. 51  June 15, 2003
</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, except possibly
FIN 46 as discussed above.

Stock Split

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

Reclassifications

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

2. REVERSE MERGER

On May 20, 2002, Western International Pizza Corporation ("WIPC"), a publicly
traded company, entered into an Agreement and Plan of Reorganization and Merger
(the "Plan of Merger") 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 reorganization. In May 2002, pursuant to a
Certificate filed with the Nevada Secretary of State, WIPC effected a one for
five reverse split of all the outstanding shares of its common stock, options
and warrants. Pursuant to the Plan of Merger, all of the 49,283,000 outstanding
common shares and outstanding warrants of AccuPoll were exchanged for shares of
WIPC 1 for 1.532 on a post-split 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, which is considered the acquirer for accounting purposes (a "Reverse
Merger"). 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 the Company.

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 restricted shares of the common stock of the Company.


                                       F-12
<PAGE>


Additionally, the Company is 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
agreement may be rescinded at the discretion of the Z prompt shareholders if the
electronic voting system of AccuPoll is not certified by Wyle Labs by September
30, 2003; such certification has not been obtained. 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 the Company's common stock in connection with the
acquisition, which have not been recorded in the accompanying consolidated
financial statements due to such contingency.

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 to a related party, bearing interest at 10% per annum.
All borrowings are due on or before December 31, 2003 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 he 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

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 ("MSA")
whereby WTI provides substantially all services, less production, related to the
manufacture of the Company's Voting System. The MSA provides that the Company is
charged certain rates for the hourly time incurred of WTI's employees working on
Company matters. In addition, the Company reimburses WTI for all reimbursable
expenses, as defined. The Company shares office space with WTI and is charged no
amounts related to the usage of fixed assets of WTI. All overhead related
charges are considered to be included in the basic hourly rates charged by WTI
to the Company, as such costs are in excess of the related WTI employees' rate
of pay. The agreement matures on the earlier of: (1) March 31, 2004 or (2) the
completion of the last service of work, as defined. The MSA may be terminated by
either party on 30 days written notice. Per the MSA, 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 MSA shall be exclusive
property of the Company.

                                       F-13
<PAGE>


WTI was originally 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, may require consolidation of
WTI during the quarter ending September 30, 2003.

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 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 not
involved in any such matters which management believes 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 a 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.

                                       F-14
<PAGE>

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, 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
---------------

In May 2003, the Company authorized 80,000 shares of cumulative, convertible
Series A Preferred Stock ("Series A") with a par value of $0.01 per share. The
Series A are convertible into 1,000 shares of common stock, not entitled to
receive dividends, do not have voting rights, and have liquidation preferences,
as defined. The Company has no other authorized preferred stock.

During the year ended June 30, 2003, the Company issued 71,529 shares of Series
A as collateral for potential proceeds approximating $6,300,000 ("Secured
Notes"), less applicable commissions. The Secured Notes will accrue interest at
5.5%, will require interest only payments through maturity and will mature two
years from receipt. As of October 8, 2003, the Company has not received any
proceeds or paid any related commissions.

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 ("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 merger (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 merger (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.


                                       F-15
<PAGE>

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.

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.

                                       F-16
<PAGE>

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.

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 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 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 merger 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.

                                      F-17
<PAGE>

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
2,920,000 shares of the Company's restricted common stock at exercise prices
ranging from $0.25 to $1.05 per share, valued at $1,846,000 (based on the
Black-Scholes pricing model) to various consultants for services rendered, which
has been included in the accompanying consolidated statements 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 700,000 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 statements 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 recorded in the accompanying consolidated balance sheet,
representing the Company's re-purchase liability.


                                       F-18
<PAGE>


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

<TABLE>
<CAPTION>
                                                                          Weighted Average
                                                        Warrants           Exercise Price
                                                       ----------------   ----------------
<S>                                                     <C>                     <C>
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                                        15,340,813              0.29
Warrants exercised                                      (4,393,886)            (0.11)
Warrants cancelled                                      (3,972,000)            (0.25)
                                                       -----------             -----
Balance, June 30, 2003                                  31,586,415             $0.15
                                                       ===========             =====
Warrants exercisable at June 30, 2003                   31,236,415             $0.15
                                                       ===========             =====
</TABLE>

<TABLE>
<CAPTION>
Per share values at grant date of warrants issued     Weighted Average    Weighted Average
during fiscal 2003:                                     Fair Value          Exercise Price
                                                       ----------------   ----------------
<S>                                                     <C>                     <C>
   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
                                                          ========             =====
</TABLE>

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             2,045,000             3.72              0.76              1,695,000            0.77
  $1.00 - $1.40               465,000             7.15              1.07                465,000            1.07
                        --------------                      -------------        ---------------    ------------
                           31,586,415                            $  0.15             31,236,415         $  0.15
-------------------     -------------------------------------------------------------------------------------------
</TABLE>

The following outlines the significant assumptions used to calculate the fair
market 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                           105% - 170%           0% - 51.44%
Expected life                             3                     1
Expected dividend yield                   -                     -
                                   -----------------     ------------------


                                       F-19
<PAGE>

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, to
various employees of the Company (the fair market value of the Company's common
stock on the date of grant). 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 statements 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
market 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
market value of the Company's common stock, there was no compensation expense
recorded in accordance with APB 25.

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

<TABLE>
<CAPTION>
                                                                              Weighted Average
                                                           Stock Options       Exercise Price
                                                         -----------------   -----------------
<S>                                                      <C>                 <C>
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                                                       --                  --
                                                         -----------------   -----------------
                                                                12,450,000   $            0.60
                                                         =================   =================
Options exercisable at June 30, 2003                             3,992,500   $            0.51
                                                         =================   =================
</TABLE>

<TABLE>
<CAPTION>
Per share values at grant date of options issued          Weighted Average    Weighted Average
during fiscal 2003:                                          Fair Value        Exercise Price
                                                         -----------------   -----------------
<S>                                                      <C>                 <C>
   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
                                                         =================   =================
</TABLE>

                                       F-20
<PAGE>


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>               <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>

The following outlines the significant assumptions used to calculate the fair
market 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% - 51.4%
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                    $(1,871,000)   $  (801,000)
Adjustment in income taxes resulting from:

    Valuation allowance                              1,059,000        509,000
    Options and warrants issued for services         1,088,000        410,400
    Other                                                 (200)         2,400
    State and local income taxes, net of federal      (275,000)      (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 carry forwards
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.


                                       F-21
<PAGE>


9. SIGNIFICANT FOURTH QUARTER ADJUSTMENTS

In June 2003, the Company recorded an adjustment relating to capitalized
software development costs to capitalize certain software development costs
expensed in previous 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. Such adjustment amounted to $870,518 and was originally expensed in the
first, second and third quarters in the amounts of $162,315, $157,725 and
$115,775, respectively.

10. SUBSEQUENT EVENTS

Common Stock (unaudited)

In August 2003, the Company issued 7,000,000 shares of restricted common stock
as collateral for potential 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.

                                      F-22
<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: November 4, 2003                          AccuPoll Holding Corp.

By: /s/ Frank J. Wiebe                          /s/ Dennis Vadura
--------------------------------------   --------------------------------------
Frank J. Wiebe                                  Dennis Vadura
Director, President, Secretary and              Director, Chief Executive
Treasurer                                       Officer

/s/ Andreea M. Porcelli                         /s/ Craig A. Hewitt
--------------------------------------   --------------------------------------
Andreea M. Porcelli                             Craig A. Hewitt
Director                                        Chief Financial Officer and
                                                Principal Financial and
                                                Accounting Officer




                                      28