EXHIBIT 4.3




                                            September 13, 2004

TO THE SUBSCRIBERS LISTED ON SCHEDULE A HERETO:


        We have acted as counsel to Accupoll Holdings, Corp., a Nevada
corporation (the "Company") in connection with the offer and sale by the Company
of shares of the Company's $.001 par value common stock ("Common Stock") and
issuance of A and B common stock purchase warrants to purchase shares of Common
Stock (collectively "Warrants") in the amounts set forth on Schedule A, to the
Subscribers identified thereto, pursuant to the exemption from registration
under the Securities Act of 1933, as amended (the "Act) as set forth in
Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used
herein and not otherwise defined shall have the meaning assigned to them in the
subscription agreement (the "Agreement") by and between the Company and
(Subscriber) (the "Purchaser") entered into at or about the date hereof. The
Agreement, and the agreements described below are sometimes hereinafter referred
to collectively as the "Documents".

        In connection with the opinions expressed herein, we have made such
examination of law as we considered appropriate or advisable for purposes
hereof. As to matters of fact material to the opinions expressed herein, we have
relied, with your permission, upon the representations and warranties as to
factual matters contained in and made by the Company and the Purchaser pursuant
to the Documents and upon certificates and statements of certain government
officials and of officers of the Company as described below. We have also
examined originals or copies of certain corporate documents or records of the
Company as described below:

        (a)     Form of Agreement
        (b)     Form of Common Stock Certificate
        (c)     Form of A Warrant
        (d)     Form of B Warrant
        (e)     Form of Placement Agent's Warrant
        (f)     Funds Escrow Agreement
        (g)     Certificate of Incorporation of the Company
        (h)     Bylaws of the Company
        (i)     Minutes of the action of the Company's Board of Directors,
                including unanimous Board of Directors approval of the
                Documents, a copy of which is annexed hereto
        (j)     Officer's Certificate, a copy of which is annexed hereto.


        In rendering this opinion, we have, with your permission, assumed: (a)
the authenticity of all documents submitted to us as originals; (b) the
conformity to the originals of all documents submitted to us as copies; (c) the
genuiness of all signatures; (d) the legal capacity of natural persons; (e) the
truth, accuracy and completeness of the information, factual matters,
representations and warranties contained in all of such documents; (f) the due
authorization, execution and delivery of all such documents by Subscribers, and
the legal, valid and binding effect thereof on Subscribers; and (g) that the
Company and the Purchasers will act in accordance with their respective
representations and warranties as set forth in the Documents.


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        We are members of the bar of the State of New York. We express no
opinion as to the laws of any jurisdiction other than Nevada, New York and the
federal laws of the United States of America. We express no opinion with respect
to the effect or application of any other laws. Special rulings of authorities
administering any of such laws or opinions of other counsel have not been sought
or obtained by us in connection with rendering the opinions expressed herein.

        1. The Company and each of its subsidiaries is duly incorporated,
validly existing and in good standing in the states of their incorporation;
based solely upon a representation from management of the Company have qualified
to do business in each state where required unless the failure to do so would
not have a material impact in the Company's operations; and have the requisite
corporate power and authority to conduct their business, and to own, lease and
operate their properties, as described in the Company's reports filed with the
Securities and Exchange Commission.

        2. The Company has the requisite corporate power and authority to
execute, deliver and perform its obligations under the Documents. The Documents,
and the issuance of the Common Stock and Warrants and the reservation and
issuance of Common Stock issuable upon exercise of the Warrants ("Warrant
Shares") have been duly approved by the Board of Directors of the Company, and
no further consent or authorization of the Company or Board of Directors or
stockholders is required.

        3. The execution, delivery and performance of the Documents by the
Company and the consummation of the transactions contemplated thereby, will not,
with or without the giving of notice or the passage of time or both:

          (a) Violate the provisions of the Certificate of Incorporation or
bylaws of the Company; or

          (b) In reliance on the Officer's Certificate and to our knowledge,
conflict with, or constitute a material default (or an event that with notice or
lapse of time or both would become a default) under, require a consent under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, indenture, instrument or any "lock-up",
refusal or similar provision of any underwriting or similar agreement to which
the Company is a party; or

          (c) Result in a violation of any federal or state law, rule or
regulation or any rule or regulation of the Principal Market applicable to the
Company or by which any property or asset of the Company is bound or affected,
except for such violations as would not, individually or in the aggregate, have
a material adverse effect.

        4. The Documents constitute the valid and legally binding obligations of
the Company and are enforceable against the Company in accordance with their
respective terms.

        5. The issuance of the Common Shares, the Warrants (and Warrant Shares
upon exercise thereof) in accordance with the Subscription Agreement will be
exempt from registration under the Securities Act of 1933, as amended. When so
issued, the Warrants, Warrant Shares and Common Shares will be duly and validly
issued, fully paid and nonassessable, and free of any liens, encumbrances and
preemptive or similar rights contained in the Company's Certificate of
Incorporation or Bylaws or, to our knowledge, in any agreement to which the
Company is party.

        6. The Company has either obtained the approval of the transactions
described in the Documents from the OTC Bulletin Board or no such approval is
required.

        7. The Company and its Board of Directors have taken all necessary
action, if any, in order to render inapplicable any control share acquisition,
business combination, poison pill (including any distribution under a rights


<PAGE>

agreement) or other similar anti-takeover provision under the Company's
Certificate of Incorporation (or similar charter documents) or the laws of its
state of incorporation that is or could become applicable to the Subscribers as
a result of the Subscribers and the Company fulfilling their obligations or
exercising their rights under the Documents, including without limitation as a
result of the Company's issuance of the Securities and the Subscribers'
ownership of the Securities.

        8. The authorized capital stock of the Company consists of 600,000,000
shares of Common Stock, $.001 par value, of which solely in reliance on
information provided by the Company's transfer agent, 148,449,049 shares are
issued and outstanding and 80,000 shares of Series A Preferred Stock, $.01 par
value, of which solely in reliance on information provided by the Company's
transfer agent, none are issued and outstanding.

        9. To our knowledge, except as may arise pursuant to the bankruptcy
proceedings relating the Company's wholly-owned subsidiary, Z Prompt, Inc., the
Company is not a party to or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality.

        Our opinions expressed above are specifically subject to the following
limitations, exceptions, qualifications and assumptions:

        A. The effect of bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting the relief of debtors or the rights
and remedies of creditors generally, including without limitation the effect of
statutory or other law regarding fraudulent conveyances and preferential
transfers.

        B. Limitations imposed by state law, federal law or general equitable
principles upon the specific enforceability of any of the remedies, covenants or
other provisions of any applicable agreement and upon the availability of
injunctive relief or other equitable remedies, regardless of whether enforcement
of any such agreement is considered in a proceeding in equity or at law.

        C. This opinion letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, including the
General Qualifications and the Equitable Principles Limitation, and this opinion
letter should be read in conjunction therewith.

        D. We give no opinion as to the applicability of usury laws with respect
to the Transaction Documents.

        This opinion is rendered as of the date first written above, is solely
for your benefit in connection with the Agreement and may not be relief upon or
used by, circulated, quoted, or referred to nor may any copies hereof by
delivered to any other person without our prior written consent. We disclaim any
obligation to update this opinion letter or to advise you of facts,
circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinions expressed herein.

                                            Very truly yours,



                                            Sichenzia Ross Friedman Ference LLP