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

                                  FORM 10-K/A-2

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2004

               [ ] 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.
                            ----------------------
             (Exact name of registrant as specified 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) (Zip Code)

       Registrant's telephone number, including area code: (949) 200-4000
                                                           ---------------

Securities registered under Section 12(b) of the Exchange Act:  None

Securities  registered  under Section  12(g) of the Exchange Act:  Common Stock,
$.001 par value per share

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 [ ]

         Indicate by check mark if disclosure  of delinquent  filers in response
to  Item  405 of  Regulation  S-K is  not  contained  herein,  and  will  not 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-K/A
or any amendment to this Form 10-K/A-2. [X]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [ ]

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity was last sold,  or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently  completed
second  fiscal  quarter.  As of December 31, 2003:  $101,215,926.00  (67,477,284
shares at $1.50/ share).

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest  practicable date:  180,705,970 shares
of common stock, $.001 par value per share, as of September 28, 2004.

         Documents incorporated by reference:

         Certain portions of the  registrant's  definitive proxy statement to be
filed with the Securities and Exchange  Commission pursuant to Regulation 14A in
connection  with the  registrant's  2004  Annual  Meeting  of  Stockholders  are
incorporated  herein by  reference  into Part III of this Annual  Report on Form
10-K.

<PAGE>

         This Form  10-K/A  includes  only Items 10  through 14 of Part III.  We
previously filed our Form 10-K without the Part III  information,  and indicated
we would include the Part III  information  in a Proxy  Statement to be filed in
connection with our 2004 Annual Meeting of Stockholders.  We were unable to file
the Proxy Statement prior to this filing,  and are therefore filing the Part III
information herewith.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------

         Our current directors and executive officers are as follows:

NAME (1) (2)          AGE   POSITION
------------          ---   --------
Dennis Vadura         43    Chief Executive Officer and Director
Frank J. Wiebe        44    President, Secretary, Treasurer and Director
Craig A. Hewitt       37    Chief Financial Officer
Chester Noblett Jr.   60    Executive Vice President, Sales
Jo-Ann Zakielarz      52    Vice President, Government Affairs/Global Alliances
Andrea M. Porcelli    36    Director
Phil Trubey           41    Director



(1) We do not  have a  separately  designated  executive  committee,  nominating
committee  or audit  committee  of the  Board of  Directors.

(2) Our executive officers 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 executive
officer are as follows:

         Mr. Vadura became a director and our Chief Executive Officer 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. Wiebe became a director and our President,  Secretary and Treasurer
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 has been a
Strategic Program Manager with EDS E.solutions business unit. He previously held
various positions with the Gemini Group.



         Mr. Hewitt became our Chief  Financial  Officer 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,  a public company engaged in credit and finance services.
From   August   1998  to  August   2000,   Mr.   Hewitt   was  Chief   Financial
Officer/Controller for Universal Broadband Networks, a public company engaged in
telecommunications.

         Mr.  Noblett  has been Vice  President  of Sales since July 2002 and is
responsible for our sales organization.  He was Chief Executive Officer for eSAT
from June 1999 until  December  2001.  From  January1997  to February  1998, Mr.
Noblett  served as interim  Chief  Financial  Officer  of eSAT and  subsequently
served as Chief Operating Officer as eSAT until June 1999.



         Ms.  Zakielarz was 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.



         Ms. Andreea M. Porcelli  became a director 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.


                                       1

<PAGE>

         Mr. Phil Trubey was  appointed  to our Board of Directors on August 27,
2004.  Mr.  Trubey  was  the  CEO  of   Merchandising   Avenue,   an  e-commerce
infrastructure  startup  from 1999 to 2001.  In 1994,  Mr.  Trubey  founded  and
operated Websense, Inc. ("WBSN"), an enterprise software company, until 1999.



FAMILY RELATIONSHIPS

         There  are no family  relationships  between  or among  our  directors,
executive  officers or persons nominated or charged by us to become directors or
executive officers.

INVOLVEMENT IN LEGAL PROCEEDINGS

         On March 23, 2004, our wholly-owned subsidiary, Z prompt, Inc., filed a
petition for relief under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court,  Central District of California.  Z prompt,  and
its  Bankruptcy  counsel are in the process of preparing a disclosure  statement
and proposed plan of  re-organization.  Mr. Vadura and Mr. Wiebe who are our CEO
and  President ,  respectively,  are also  directors of Z prompt,  and held such
positions at the time of the Bankruptcy  filing. Mr. Vadura is also the Chairman
of Zprompt,  and Mr. Wiebe is a Director of Z prompt.  Mr. Hewitt,  our CFO, was
formerly a member of Z prompt's Board of Directors,  but resigned from the Board
of Z prompt prior to the Bankrupcty filing



         Based  solely in reliance on  representations  made by our officers and
directors,  during the past five  years,  none of the  following  occurred  with
respect to such persons:  (1) no petition under the Federal  bankruptcy  laws or
any state insolvency law was filed by or against, or a receiver, fiscal agent or
similar  officer was  appointed  by a court for the business or property of such
persons;  (2) other than the Z prompt bankruptcy described above, there has been
no petition under the Federal  bankruptcy laws or any state insolvency law filed
by or against,  or a receiver,  fiscal agent or similar  officer  appointed by a
court for the business or property of any partnership in which such persons were
a general partner at or within two years before the time of such filing,  or any
corporation  or  business  association  of which  such  persons  were  executive
officers  at or within  two years  before the time of such  filing;  (3) no such
persons were  convicted  in a criminal  proceeding  or are a named  subject of a
pending  criminal  proceeding  (excluding  traffic  violations  and other  minor
offenses);  (4) no such  persons  were the  subject  of any order,  judgment  or
decree,  not subsequently  reversed,  suspended or vacated,  of any court of any
competent   jurisdiction,   permanently  or  temporarily   enjoining,   barring,
suspending  or  otherwise  limiting  their  involvement  in any type of business
practice, or in securities or banking or other financial institution activities;
and (5) no such  persons were found by a court of  competent  jurisdiction  in a
civil action by the SEC or by the Commodity  Futures Trading  Commission to have
violated any Federal or state  securities or  commodities  law, and the judgment
has not been reversed, suspended or vacated.

AUDIT COMMITTEE FINANCIAL EXPERT

         We do not have an audit committee  financial expert (as defined in Item
401 of  Regulation  S-K)  serving  on our  Board of  Directors.  We have not yet
employed an audit committee  financial  expert on our Board due to the inability
to attract such a person. Within the past fiscal year, we obtained Directors and
Officers  insurance  which we expect  will help to attract  such a member to our
Board. In addition, our financial position and the pending litigation against us
has made it difficult to place such an individual on our Board of Directors.

CODE OF ETHICS

         We have adopted a Code of Ethics and  Business  Conduct that applies to
all of our officers,  directors and employees. The Code of Ethics has been filed
with our annual  report for the fiscal  year ended June 30, 2004 on Form 10-K as
Exhibit 14.1, filed with the Securities and Exchange Commission on September 28,
2004.  Upon request,  we will provide to any person without charge a copy of our
Code of Ethics.  Any such request should be made to Attn: Frank Wiebe,  AccuPoll
Holding Corp.,  15101 Red Hill Ave # 220, Tustin, Ca 92780. Our telephone number
is (949) 200-4000. We are in the process of building a section of our website at
WWW.ACCUPOLL.COM where our Code of Ethics will be available to investors.



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

                                       2

<PAGE>

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  our
directors and executive  officers and persons who beneficially own more than ten
percent  of a  registered  class of our equity  securities  to file with the SEC
initial  reports of ownership and reports of change in ownership of common stock
and other equity securities of our company. Officers, directors and greater than
ten percent  stockholders  are  required by SEC  regulations  to furnish us with
copies of all  Section  16(a)  forms  they file.  Based  solely on the review of
copies of such reports furnished to us and written representations that no other
reports  were  required,  we believe  that during the fiscal year ended June 30,
2004,  our executive  officers,  directors and all persons who own more than ten
percent of a registered class of our equity securities complied with all Section
16(a) filing requirements, except Mr. Hewitt reported two transactions and filed
one Form 4 late, and Mr. Trubey filed his Form 3 late.

ITEM 11. EXECUTIVE COMPENSATION



         The  following  table  sets  forth  information  concerning  the  total
compensation  that we have  paid or that has  accrued  on  behalf  of our  chief
executive  officer  and  other  executive  officers  with  annual   compensation
exceeding  $100,000  (collectively,  the "named executive  officers") during the
fiscal years ending June 30, 2004, 2003 and 2002.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                               Long-Term
                                                                                              Compensation
                                                                               ----------------------------------------
                                                  Annual Compensation                     Awards              Payouts
                                         -----------------------------------   --------------------------   -----------
                                                                   Other                       Securities                  All
                                                                   Annual       Restricted     Underlying                 Other
          Name and                                                 Compen-         Stock        Options/       LTIP       Compen-
     Principal Position          Year    Salary ($)  Bonus ($)    sation ($)    Award(s)($)     SARs (#)    Payouts ($)  sation ($)
-----------------------------    ----    ----------  ---------    ----------    -----------    ----------   -----------  ----------
<S>                              <C>     <C>          <C>            <C>           <C>         <C>            <C>          <C>
Frank Wiebe,                     2004    $126,500       -0-           -0-           -0-                0        -0-         -0-
     President                   2003    $115,000       -0-           -0-           -0-        1,200,000        -0-         -0-
                                 2002    $ 28,750       -0-           -0-           -0-        2,016,000        -0-         -0-
Dennis Vadura,                   2004    $126,500       -0-           -0-           -0-                0        -0-         -0-
     Chief Executive Officer     2003    $115,000       -0-           -0-           -0-        2,400,000        -0-         -0-
                                 2002    $ 28,750       -0-           -0-           -0-        4,032,000        -0-         -0-
</TABLE>

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

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



-    We have employment agreements with Dennis Vadura and Frank J. Wiebe.

                                 OPTIONS GRANTS

         We made no grants of stock  options  during  fiscal year ended June 30,
2004 to any of the named executive officers.



               AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR-END OPTION VALUES



         The following  table  provides  information  concerning  the number and
value of stock options exercised during the fiscal year ended June 30, 2004, and
held at the end of such fiscal year, by the named executive officers.

                                       3

<PAGE>

<TABLE>
<CAPTION>
             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
         (a)                   (b)                  (c)                  (d)                   (e)
                                                                 Number of
                                                                 Securities
                                                                 Underlying           Value of Unexercised
                                                                 Unexercised          In-the-Money
                                                                 Options/SARs at      Options/SARs at June
                                                                 June 30, 2004 (#)    30, 2004 ($)

                        Shares Acquired                          Exercisable/         Exercisable/
         Name           on Exercise (#)     Value Realized ($)   Unexercisable        Unexercisable
-------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>          <C>                     <C>
Frank Wiebe                    0                  N/A           2,300,000/916,000       $974,500/$423,020
Dennis Vadura                  0                  N/A         4,600,000/1,832,000     $1,949,000/$846,040

</TABLE>

EXECUTIVE EMPLOYMENT AGREEMENTS

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



         On May 29, 2004, we entered into an agreement with Hewitt & Associates,
Inc.  which  provides for the services of Craig Hewitt as our  consulting  Chief
Financial Officer. This agreement provides for compensation of $7,500 per month.
This agreement expires on May 29, 2005.



BENEFIT PLANS

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

BOARD COMPENSATION

         We do not have any formal or informal  arrangements  or  agreements  to
compensate  our  directors  for services they provide as members of our Board of
Directors.

PERFORMANCE GRAPH



         The  following  performance  graph  assumes  an  investment  of $100 on
6/30/2002  and compares the change to June 30, 2004, in the market prices of our
common  stock  with the  change a broad  market  index (S & P 500 - U.S.) and an
Special  Composite  Index comprised of the following  Companies:  GPTX, NCR, and
TRMM. We have paid no dividends.  The  performance  of the indeces is shown on a
total return (dividend  reinvestment)  basis. The graph lines merely connect the
prices on the dates  indicated  and do not reflect  fluctuations  between  those
dates.



                                       4

<PAGE>

                  6/30/2000   6/30/2001    6/30/2002     6/30/2003    6/30/2004
                  -------------------------------------------------------------

ACUP                   n/a        n/a       $ 100.00      $ 79.17     $  84.39

S&P 500                n/a        n/a       $ 100.00      $ 98.44     $ 115.25

Special Composite*     n/a        n/a       $ 100.00      $ 79.86     $ 164.02

* includes the following three companies
GPTX, $5.95/share at 6/30/02, $4.39/share at 6/30/03, and $3.70/share at 6/30/04
NCR,  $34.60/share  at 6/30/02,  $26.76/share  at 6/30/03,  and  $49.59/share at
6/30/04
TRMM, $85/share at 6/30/02,  $1.85/share at 6/30/03, and $14.49/share at
6/30/04

[CHART OMITTED]



ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

         The following table sets forth certain information, as of September 28,
2004 with respect to the beneficial ownership of our outstanding common stock by
(i) any  holder  of more  than five  (5%)  percent;  (ii) each of our  executive
officers and  directors;  and (iii) our directors  and  executive  officers as a
group. Except as otherwise indicated,  each of the stockholders listed below has
sole voting and investment power over the shares beneficially owned.

                                       5

<PAGE>
                                                                  Percentage of
                                           Common Stock            Common Stock
Name of Beneficial Owner (1)          Beneficially Owned (2)      Ownership (2)
-------------------------------       ----------------------      -------------
Dennis Vadura (3) (4) (5)                   55,718,560                 30.8%
Frank Wiebe (3) (4) (6)                     43,463,040                 24.1%
Phil Trubey (7)                             17,464,220                  9.7%
Hyde Investments Ltd.(8)                    20,928,000                 11.6%
Livingston Investments Ltd.(9)              13,952,000                  7.7%
Palisades Holdings LLC(10)                  13,376,000                  7.4%
-------------------------------       ----------------------      -------------
All officers and directors
as a group (3 persons)                     116,645,820                 64.6%

(1)      Except as otherwise indicated,  the address of each beneficial owner is
         c/o AccuPoll Holding Corp., 15101 Red Hill Ave. Suite # 220, Tustin, Ca
         92780.

(2)      Applicable  percentage  ownership  is based on  180,705,970  shares  of
         common stock  outstanding  as of  September  28,  2004,  together  with
         securities  exercisable  or  convertible  into  shares of common  stock
         within 60 days of September 28, 2004 for each  stockholder.  Beneficial
         ownership is determined in accordance  with the rules of the Securities
         and Exchange  Commission  and generally  includes  voting or investment
         power  with  respect  to  securities.  Shares of common  stock that are
         currently  exercisable or  exercisable  within 60 days of September 28,
         2004 are deemed to be  beneficially  owned by the person  holding  such
         securities  for the purpose of computing the percentage of ownership of
         such  person,  but are not  treated as  outstanding  for the purpose of
         computing the percentage ownership of any other person.

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

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

(5)      Includes an option to purchase 2,000,000 shares at an exercise price of
         $.91 per  share  which  expires  on June 18,  2013;  and an  option  to
         purchase  3,024,000  shares at an  exercise  price of $.3125  per share
         which expires on May 29, 2012

(6)      Includes an option to purchase 1,000,000 shares at an exercise price of
         $.91 per  share  which  expires  on June 18,  2013;  and an  option  to
         purchase  1,512,000  shares at an  exercise  price of $.3125  per share
         which expires on May 29, 2012.

(7)      Includes   9,057,970  shares  of  common  stock   underlying   warrants
         exercisable at $1.55 per share.

(8)      Assumes  conversion  of  $1,308,000  debt  at  $.0625  per  share  into
         20,928,000 shares due December 31, 2004.

(9)      Assumes conversion of $872,000 debt at $.0625 per share into 13,952,000
         shares due December 31, 2004.

(10)     Assumes conversion of $836,000 debt at $.0625 per share into 13,376,000
         shares due December 31, 2004.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The  following  table  shows  information  with  respect to each equity
compensation  plan under which our common stock is authorized for issuance as of
the fiscal year ended June 30, 2004.

<TABLE>
<CAPTION>
PLAN CATEGORY                         Number of securities       Weighted average        Number of securities
                                        to be issued upon       exercise price of      remaining available for
                                           exercise of         outstanding options,     future issuance under
                                      outstanding options,     warrants and rights    equity compensation plans
                                       warrants and rights                              (excluding securities
                                                                                       reflected in column (a)
------------------------------------   -------------------     -------------------     -----------------------
<S>                                    <C>                     <C>                     <C>
                                               (a)                     (b)                       (c)
------------------------------------   -------------------     -------------------     -----------------------
Equity compensation plans approved
by security holders                            -0-                     -0-                       N/a
------------------------------------   -------------------     -------------------     -----------------------

------------------------------------   -------------------     -------------------     -----------------------
Equity compensation plans not
approved by security holders
                                           75,699,913                 $0.44                   7,765,829
------------------------------------   -------------------     -------------------     -----------------------
Total                                      75,699,913                 $0.44                   7,765,829
------------------------------------   -------------------     -------------------     -----------------------
Notes                                    (1)(2)(3)(4)(5)                                         (6)
------------------------------------   -------------------     -------------------     -----------------------
</TABLE>
                                       6
<PAGE>

Note 1:  Included in the total are  16,954,492  warrants  issued  with  exercise
prices between $.06 and $1.55 per share from inception through June 30, 2004, in
connection with debt  instruments,  minus 2,000,000 of these warrants  exercised
into shares of common stock at a price of $.50 per share.

Note 2:  Included in the total are  63,573,214  warrants  issued  with  exercise
prices between $.06 and $1.55 per share from inception through June 30, 2004, in
connection with equity instruments, minus 25,649,020 of these warrants exercised
into shares of common stock at prices between $.06 and $.35 per share.

Note 3: Included in the total are 4,553,551 warrants issued with exercise prices
between  $.06  and $.75 per  share  from inception  through  June 30,  2004, for
placement agent fees,  minus 631,000 of these warrants  exercised into shares of
common stock at prices between $.06 and $.75 per share.

Note 4: Included in the total are 7,552,336 warrants issued with exercise prices
between  $.06 and $1.54 per share from  inception  through  June 30,  2004,  for
services  rendered,  minus 1,153,660 of these warrants  exercised into shares of
common stock at prices between $.08 and $.75 per share.

Note 5: Included in the total are  13,050,000  options  issued to employees with
exercise prices between $.31 and $1.54 per share from inception through June 30,
2004, for  employment  services,  minus 550,000 of these options  exercised into
shares of common stock at prices  between $.31 and $.75 per share.  Such options
were granted under the Plan described in Note 6 below.

Note 6: We have a 2002 Consultant Compensation Plan which authorizes us to grant
non-qualified  stock options with or without stock  appreciation  rights (SAR's)
and stock  bonuses to our  consultants.  There are  12,000,000  shares of common
stock available for grant to participants under the plan. Our board of directors
determined to adopt the plan to retain and compensate consultants and to provide
additional  incentives  for  consultants.  Shares  involved  in the  unexercised
portion of any  terminated  or expired  option may again be available for grant,
provided that to the extent any option in whole or in part is surrendered as the
result of the exercise of a SAR, the shares subject to the  surrendered  portion
of the option will no longer be available  for use under the plan.  The exercise
price of any option  issued  under the plan may not be less than 85% of the fair
market value of the shares on the date of grant.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MASTER SERVICES AGREEMENT

         In April 2002, we entered into a Master Services  Agreement whereby Web
Tools  International,  Inc.  (WTI)  provided  substantially  all  non-production
services related to the manufacture of our voting system. Under the agreement we
were  charged  hourly  rates for WTI's  employees  working  on our  matters.  In
addition,  we reimbursed WTI for all  reimbursable  expenses,  as defined in the
agreement.  We were not charged for the use of the office  space or fixed assets
of WTI. All  overhead  related  charges were  included in the basic hourly rates
charged  to us by WTI.  The  agreement  expired  on March 31,  2004.  All ideas,
inventions,  concepts, know-how, methods, methodologies,  processes, algorithms,
techniques,  compilations,  software and other works of authorship of any nature
created or developed by WTI during the course of  performance  of the  agreement
are our exclusive property. WTI is owned and operated by Dennis Vadura and Frank
Wiebe.  Mr. Vadura is our Chief Executive  Officer,  a director and stockholder.
Mr. Wiebe is our President,  Treasurer, Secretary, a director and a stockholder.
During  the  fiscal  year  ended  June  30,  2004,  WTI  invoiced  approximately
$1,450,000  to us under  the  terms  of the  agreement,  of which  approximately
$1,488,000 remained due and payable as of June 30, 2004.



         From January 2002 to June 30, 2004,  Andreea Porcelli,  a member of our
board of directors, has assisted us in the placement of our securities offerings
in Europe.  These offerings were excluded from registration under the Securities
Act pursuant to Regulation S. As compensation  for these services,  Ms. Porcelli
was  entitled to receive  $528,000 in cash and warrants to purchase an aggregate
of 1,501,752  shares of our common stock at exercise  prices ranging from $.1224
to $.75 per share. Ms. Porcelli has directed us to pay all cash compensation and
issue all warrants to Montacino Ltd,  Southampton Ltd and  Continental  Advisors
S.A. Ms. Porcelli has advised us that she is not a beneficial owner or affiliate
of any of these entities.

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<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES



         The aggregate fees incurred for professional  services  rendered by our
principal accountants for the audit of our financial statements,  the reviews of
our  annual  report on Forms  10-KSB or Form 10-K,  the review of our  unaudited
financial statements included in our quarterly reports filed with the Securities
and Exchange Commission,  and for other services normally provided in connection
with  statutory  filings  approximated  $137,000 and $95,000 for the years ended
June 30, 2004 and 2003, respectively.



AUDIT-RELATED FEES

         We  incurred  fees of  approximately  $11,000 and $50,000 for the years
ended June 30, 2004 and 2003,  respectively,  for professional services rendered
by our principal  accountants that are reasonably  related to the performance of
the audit or review  of our  financial  statements  and not  included  in "Audit
Fees."

TAX FEES

         The aggregate fees incurred for professional  services  rendered by our
principal  accountants  for tax  compliance,  tax advice,  and tax planning were
approximately  $6,000 and  $5,500,  for the years  ended June 30, 2004 and 2003,
respectively.

ALL OTHER FEES

         We did not incur any fees for other  professional  services rendered by
our principal accountants during the years ended June 30, 2004 and 2003.

AUDIT COMMITTEE PRE-APPROVAL POLICIES

         The board of directors acts as the audit  committee,  and consults with
respect to audit policy, choice of auditors, and approval of out of the ordinary
financial transactions.

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