<PAGE>

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

                                   FORM 10-KSB/A

        [ 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, 2002

        [   ]    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)


       4440 VON KARMAN AVENUE, SUITE 125, NEWPORT BEACH, CALIFORNIA 92660
       ------------------------------------------------------------------
                    (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  September 18, 2002:
         Common stock, $.001 par value:  $54,962,357

      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.




<PAGE>

                   121,265,524 Shares as of April 28, 2003

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

         Transitional Small Business Disclosure Format:  Yes      No  X
                                                             ---     ---

<PAGE>

                             ACCUPOLL HOLDING CORP.

                       INDEX TO FORM 10-KSB ANNUAL REPORT


<TABLE>
<CAPTION>
PART I                                                                                                  Page No.
                                                                                                        --------

<S>                                                                                                     <C>
Item 1.  Description of Business......................................................................   4

Item 2.  Description of Property......................................................................   16

Item 3.  Legal Proceedings............................................................................   17

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.....................................   17

Item 6.  Management's Discussion and Analysis or Plan of Operations...................................   20

Item 7.  Financial Statements.........................................................................   21

Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.........   21

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance with
         Section 16(a) of the Exchange Act............................................................   21

Item 10. Executive Compensation.......................................................................   22

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related
         Stockholder Matters..........................................................................   25

Item 12. Certain Relationships and Related Transactions...............................................   27

Item 13. Exhibits and Reports on Form 8-K.............................................................   28

Item 14. Controls and Procedures......................................................................   30

Signatures............................................................................................   31

Exhibit Index.........................................................................................   32
</TABLE>

                                        3

<PAGE>

                                     PART I


Note Regarding Forward Looking Information

         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, manufacture and marketing of computerized voting machines and
associated equipment for use in federal, state and local potential elections,
and other elections 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 counter 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. 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.
Estimates range from $500 million to $3 billion to upgrade the election systems
nationwide during the next three years.

         AccuPoll Holding Corp. (the "Company") 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.


                                        4

<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
----------------------------

         The U.S. Senate recently passed S.565 the 'Equal Protection of Voting
Rights Act', by a vote of 99-1. This bill provides $3.5 billion to the states to
update voting equipment and voter registration systems over the next five years.
An amendment to this bill, Senate Amendment 2900, requires new voting systems to
produce a permanent paper record (i.e., paper ballot) with a manual audit
capacity for such system.

         The U.S. House of Representatives recently passed H.R.3295, known as
the 'Help America Vote Act' by a vote of 362-63. This bill provides $2.65
billion in federal matching grant funds to the states (3:1 ratio of
federal-to-state dollars) over the next three years to upgrade voting systems.

         Following the passage of S.565, a conference committee consisting of 21
members from the House of Representatives and 5 members from the Senate was
convened to reconcile the issues between the two bills and issue a conference
report with the final language of the election reform bill. The conference
committee is expected to issue the conference report before Congress adjourns
for the November 2002 election.

         It is estimated that a potential $300 million market for voting systems
in the State of California was created with the passage of Proposition 41.
Proposition 41 requires that any voting system purchased must produce an
official paper ballot for use in election audits and recounts.

         With this in mind, the Company is developing 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 verifiable paper audit (i.e., the printed paper ballot),
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
-------------

         Virtually every bill being introduced in both the House and the Senate
on election reform funding contains a mandate whereby any voting solution
implemented must be fully functional no later than the 2004 General Election. In
order to meet this deadline, any competitor in the market must have its solution
in place today, and already have begun the sales process (see "Industry and
Competition").

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 prospective alliances with its multi-national vendor/partners to leverage
their internal sales teams currently selling to government agencies; and (3) its
various connections and contacts with people who are key to the political
process, has developed significant knowledge into the workings of, and selling
to, government agencies. Areas such as procurement, the government buying

                                        5

<PAGE>

sales process, and timing-to-market issues are important to the business plan of
the Company.

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, schools, and religious groups located in the United
States. Finally, after proving its model in selling the AccuPoll voting system
nationwide to state and local governments, the Company intends rollout an
international sales and marketing strategy to penetrate the European,
Asia-Pacific, and Latin American markets.

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

         According to the National Association of Secretaries of State ('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 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 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. 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 The National Association of Secretaries of State
('NASS') in order to achieve initial market penetration of its product by
specifically targeting the Secretaries of the ten most populous states.

         The Company attended and participated in the last four 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 February 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 is multi-lingual, and 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 Untied States and other governmental units. The Company
anticipates that its voting systems will meet or exceed the United States
Federal Election Commission ("FEC") standards. Voting systems are required to be
tested to FEC standards by Wyle Labs and Metamor, the industry's independent
testing authorities. In the United States, election systems must also be
certified in each state where they are to be utilized. Canada does not require
testing and certification, nor do most foreign jurisdictions. The Company
intends to submit its voting systems for testing in the near future.

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:

                                       6
<PAGE>

         Traditional players in the voting solutions market, such as Election
Systems & Software, Inc., Diebold Election Systems and 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 (while easy to deploy), is that
they will not only be difficult to certify, but even more difficult to sell. The
latter is because they have a single point of failure (the polling place
server), so that if you store ballots in multiple places, the single server in
the polling place running Windows-NT/or 2000 is an 'Achilles heel' 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 the software.

         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 certification process. The Company believes that regardless of
its size (and bigger is not necessarily better, in this case) it is potentially
at least a six to eight month process.

         A big design issue for any voting system is ADA ("Americans with
Disabilities Act of 1990") support. The Company believes that all voting
stations should be ADA accessible. All AccuPoll voting stations are capable of
supporting an audio ballot and ADA keypad for disabled voters to use to vote
unassisted and in private. In the long-term, the Company intends to integrate
voice recognition ('VR') into the voting stations because it avoids the need to
use special hardware interfaces. Any hardware-engineered solution will require
software to interface with the hardware. Accordingly, it would require at least
six to eight months of engineering and human factors testing (not to mention the
patent issues) for any hardware-based ADA solution. The Company is in the
advanced stages of securing an exclusive right-to-use license with the primary
patent holder of the two original key patents for voice recognition technology.
The Company has filed for patent protection for an electronic voting system that
produces a voter verifiable paper ballot 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 printed election ballot and its
subsequent counting equipment. 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 was
recently awarded a contract for the statewide replacement of voting equipment in
Georgia. The AccuVote- TS solution is built using proprietary hardware.

         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.


                                       7
<PAGE>

         Shoup Voting Solutions - Shoup's DRE touch screen product is packaged
as a proprietary hardware and software solution and each voting station operates
as a standalone unit.

         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.

         Diversified Dynamics - In partnership with Science Applications
International Corporation (SAIC) produces the Systems 5 DVRS. The System 5 DVRS
is a standalone voting station packaged as a proprietary hardware solution.

         VoteHere.net - Provides a Linux based polling place voting solution
using off-the-shelf Compaq PC hardware. All voting stations in a polling place
must be connected to a poll site server in the polling place in order for voting
to proceed.

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 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."

                                       8
<PAGE>

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

         One of the biggest potential deterring factors for streamlining the
implementation of any new voting system is the need to adopt new legislation to
allow a new procedure and/or system to be utilized in the voting process. The
AccuPoll voting system is the only electronic voting solution available that
also produces an auditable paper ballot as part of its final product. No new
legislation is required in order for it to be purchased and implemented. This is
a crucial component of the Company's marketing strategy, as most jurisdictions
in the United States consider the only official vote to be a paper ballot, and
would require political and time- consuming legislative changes in order to
adopt paperless voting systems.

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, 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.

                                        9

<PAGE>

                  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
                  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 specification that
was used to create the ballot thereby ensuring that the voting data can be
correctly interpreted at any time in the future.

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.


                                       10
<PAGE>

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 (which
was facilitated by Booz-Allen) 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:

         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 ballot 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:


                                       11
<PAGE>

         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 ballot 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.

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 ADA 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.

Voting Key Kit
--------------

         A 10-pack of voting 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 Voting 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, five Voting Key Kits, and
one Administrative Voting Key Kit.

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:


                                       12

<PAGE>

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.


Voting Public
-------------

         Education of the voting public is crucial to election voting reform, as
confirmed in several new pieces of legislation, including, but not limited to,
section 204(3)(A)(v) of the 'Bipartisan Federal Election Act of 2001' and
Florida election reform bill 'SB 1118'. The voting public must become familiar
with the voting process, changes in voting technology, and layout of the ballot.
The Company is designing (and will host) a public portal that will offer a
customized version of training that is targeted at specific voting
jurisdictions.

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

         The Company anticipates that the availability of Federal funding to
facilitate the conversion from paper, lever, and punch card technologies to
touch screen-based voting solutions will speedup the procurement process of
local and state governments. The U.S. Senate passed S.565 the 'Equal Protection
of Voting Rights Act', by a vote of 99-1. This bill provides approximately $3.5
billion to the states to update voting equipment and voter registration systems
over the next five years. An amendment to this bill, Senate Amendment 2900,
requires new voting systems to produce a paper ballot. The U.S. House of
Representatives passed H.R.3295, known as the 'Help America Vote Act', by a vote
of 362-63. This bill provides approximately $2.65 billion in federal matching
grant funds to the states (3:1 ratio of federal-to-state dollars) over the next
three years to upgrade voting systems.

         An approximated $300 million market for voting systems in the State of
California was created with the passage of Proposition 41. Proposition 41
requires that any voting system purchased must produce an official paper ballot
for use in election audits and recounts.

         The Company has outlined a two-fold marketing strategy in order to
drive sales of its AccuPoll voting system to state, local, and county
governments. First, AccuPoll will build an internal sales and marketing team to
handle the 'first- line' of sales, targeting all 50 members of NASS. Next, 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, by establishing specific sales programs
resulting in vertical applications that provide added value to end-user
customers.


                                       13

<PAGE>

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 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 2001 and 2002 NASS conferences (where the first
voting resolution measure to address change in voting process was enacted in
2001). Subsequent to this, the Company has had demonstrations of its AccuPoll
voting system to U.S. Representatives, Secretaries, and State legislators.

         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, 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 an accumulated deficit of $2,406,580 at June 30, 2002.

         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.

         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.


                                       14
<PAGE>

         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;

         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

                                       15
<PAGE>

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.

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

         Certain expenditures for research activities relating to product
development and improvement are charged to expense as incurred. Such
expenditures approximated $176,000 for the period August 9, 2001 (inception)
through June 30, 2002.

         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, 2002 product development costs capitalized
approximated $112,000.

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 law firm of Knobbe, Martens, Olson and Bear LLP as legal counsel for
intellectual property and trademark related matters. On July 6, 2001, the
Company filed a provisional patent application titled SYSTEMS AND METHODS FOR
ELECTRONIC VOTING (No. 60/303/476) with the U.S. Patent and Trademark Office
("USPTO"). As the next step in the patent process, patent application No.
10/190/964 was filed with USPTO on July 5, 2002. It typically takes two to three
years for the USPTO to complete the review of a patent application. 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.

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 2,500
square feet of office space located at 4440 Von Karman Avenue, Suite 125,
Newport Beach, California, 92660. Currently, the Company employees and
consultants occupy approximately half of the 2,500 square feet of office space,
and the Web Tools International employees and consultants occupy the other half
of the office space. The Company is currently seeking new office space to occupy
within the next ninety (90) days. The Company is seeking space of between 5,000
and 10,000 square feet. The current office space is sub-leased by Web Tools
International, Inc., expired in September 2002 and is currently month-to month.
The Company has not been required to pay any portion of the rent.


                                       16
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS.

         The Company may become subject to routine and ordinary legal
proceedings as to be expected in the normal course of business. As of the date
of this filing, there is no current or threatened litigation against the
Company.

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, 2002, except that the shareholders
approved a change in the name fo the Company and approved an amendment to its
Articles of Incorporation regarding an increase in the authorized number of
shares of Common Stock from 300,000,000 shares to 600,000,000 shares by a
written memorandum of action signed by a majority of the stockholders of the
Company dated May 17, 2002.

                                    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.

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

         The Articles of Incorporation of the Company authorize 600,000,000
shares of Common Stock, $.001 par value. As of June 30, 2002, the Company had
102,797,408 shares of Common Stock, $.001 par value, that were issued and
outstanding, which were held by approximately 925 stockholders of record.

2002 Consultant Compensation Plan
---------------------------------

         The Company recently adopted and approved its 2002 Consultant
Compensation Plan (the "Plan") which provides for the issuance of up to
12,000,000 shares of its Common Stock to consultants for services to the
Company. Directors, officers and employees of the Company are not eligible to
participate in the Plan. The Plan is administered by a committee comprised of
Dennis Vadura, Chief Executive Officer of the Company, and Frank J. Wiebe, the
President, Secretary and Treasurer of the Company.

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

         As of June 30, 2002, the Company had outstanding warrants to purchase
24,611,488 shares of Common Stock at exercise prices ranging from $.08 to $.12.

         As of June 30, 2002, the Company had outstanding stock options to
purchase 6,780,000 shares of Common Stock at an exercise price of $.31 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.


                                       17
<PAGE>

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

         The Common Stock of the Company commenced trading in May 2002 and its
trading symbol is "ACUP" . 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.

                                                      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 2,
2002, was $.95 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
---------------------------------------

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

         In August 2001, AccuPoll, Inc., which was acquired by the Company in
May 2002, issued 61,280,000 shares of restricted Common Stock at par value to
various individuals in connection with the formation of AccuPoll, Inc. which
were subsequently exchanged for Common Stock of the Company. The Company relied
on the exemption under Section 4(2) of the Securities Act of 1933, as amended.

         In April 2002, the Company issued 612,800 shares of restricted Common
Stock to Source Technologies, an unrelated party, in connection with the
assumption of a note receivable from Web Tools International, Inc. 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. The Company relied on the exemption under
Section 4(2) of the Securities Act of 1933, as amended.

                                       18

<PAGE>


         In April 2002, the Company issued 3,840,000 shares of Common Stock at
$0.08 per share to consultants as a non- refundable retainers in exchange for
general business consulting services to GCH Capital, Reid Breitman and Jamie
Mazur. The related services are to be provided through April 2004. The Company
relied on Section 4(2) of the Securities Act of 1933, as amended.

         In May 2002, the Company issued 75,500,000 shares of restricted Common
Stock in connection with a stock exchange with the holders of all of the issued
and outstanding capital stock of AccuPoll, Inc., a Delaware corporation,
regarding a reverse acquisition transaction, in reliance upon Section 4(2) of
the Securities Act of 1933, as amended.

         In May 2002, in connection with the reverse acquisition, the Company
issued 18,639,000 shares of Common Stock to shareholders of the public company
and various finders; Aramis Investments, LLC; The Glacier Trust; The Viper
Trust; The Morpheus Trust; Picasso, LLC and various shareholders of Web Tools
International, Inc. The Company relied on the exemption under Section 4(2) of
the Securities Act of 1933, as amended.

Warrants
--------

         From December 2001 through May 2002, the Company granted warrants to
purchase 3,724,292 shares of the Company's restricted Common Stock at an
exercise price of $0.08 per share to GTS Gann Trading, ABN Amro, BSI S.A.,
Lemanik, Liba Vadura, Miles Busby, and Righetti Roberta. The warrants vested on
the date of grant and are exercisable through March 2007. The Company has relied
on Regulation S as an exemption from registration under the Securities Act of
1934, as amended, and under Section 4(2) of the Securities Act of 1933, as
amended.

         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 to Dave
Stefano, Rob De Losa, ADG and OTMCP. The Company relied on Regulation S as an
exemption from registration under the Securities Act of 1933, as amended, and/or
under Section 4(2) of the Securities Act of 1933, as amended.

         From April 2002 through May 2002, the Company granted warrants to
purchase 3,561,900 shares of the Company's restricted Common Stock at an
exercise price of $0.12 per share to ABN Amro, BSI S.A., Lemanik, Liba Vadura,
Miles Busby, and Righetti Roberta. The warrants vested on the date of grant and
are exercisable through March 2007. 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.

         From April 2002 through June 2002, the Company granted warrants to
purchase 3,332,100 shares of the Company's restricted Common Stock at an
exercise price of $0.12 per share to ABN Amro, BSI S.A., Lemanik, and Righetti
Roberta. The warrants vested on the date of grant and are exercisable through
March 2007. The Company has relied on Regulation S as an exemption from
registration under the Securities Act of 1934, as amended, and under Section
4(2) of the Securities Act of 1933, as amended.

         From May 2002 through June 2002, the Company issued 1,761,188 warrants
at an exercise price of $0.06 per share to Southampton, Ltd. The Company 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 1934, as
amended.

         In May 2002 the Company granted warrants to purchase an aggregate of
2,000,000 shares of restricted Common Stock at an exercise price of $.25 per
share to Jamie Mazur and Reid Breitman for consulting services in reliance upon
Section 4(2) of the Securities Act of 1933.

         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
to Thomas J. Howells, Travis Jenson, Baure Cosgrove, Duane Jenson, James Doolin,
Jeffrey Jenson, and Leonard Burningham. The Company relied on Regulation S as an
exemption from registration and/or Section 4(2) of the Securities Act of 1933,
as amended.

                                       19

<PAGE>

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

         In May 2002, the Company granted stock 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 Company relied on an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.

         In May 2002, the Company granted stock options to purchase 300,000
shares of restricted Common Stock, at an exercise price of $0.31 per share, to a
consultant, Craig A. Hewitt. The options are exercisable through May 2012. The
Company relied on the exemption from registration 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.

         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 May 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 third 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 after 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.

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

         Since inception through June 30, 2002, the Company has raised a total
of approximately $1.06 million dollars, from the sale of approximately
13,625,608 shares of restricted Common Stock at prices that range from $0.08 per
share to $0.12 per share.

         The Company's cash was $287,159 as of June 30, 2002.

         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 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.

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

         The Management of the Company anticipates certain capital expenditures
related to testing of its voting products, while also conducting parallel
marketing activities in certain precincts in order to win government contracts
from particular counties throughout the United States. The Company has estimated
that fifty (50) of these units will be necessary to complete such testing. The
estimated cost of these fifty (50) units is estimated at $115,000. The Company
will be reliant on future fund raising in order to pay its suppliers for these
units.

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

                                       20
<PAGE>

         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 of $2,406,580 during its fiscal year ended June 30, 2002, has been in the
development stage since it began operations in August 2001, has not generated
any revenues from operations and there is no assurance of any future revenues.
These conditions 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.

ITEM 7.  FINANCIAL STATEMENTS.

         The consolidated financial statements of the Company for its fiscal
year ended June 30, 2002 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.

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

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

         During the two most recent fiscal years, and any subsequent interim
period prior to May 24, 2002, the Company believes that there was no
disagreement or difference of opinion with Mantyla regarding any "reportable
event" as that term is defined in Item 304(a)(1)(v) of Regulation S-K. There
were no reportable events as that term is defined in Item 304(a)(1)(iv)(B) of
Regulation S-B.

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

                                    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        41    Director and Chief Executive Officer
         Frank J. Wiebe       42    Director, President, Secretary and Treasurer
         Craig A. Hewitt      34    Chief Financial Officer
         Andreea M. Porcelli  34    Director
---------------

                                       21

<PAGE>

(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.

         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, 2002, to each
executive officer and all executive officers as a group for services in all
capacities to the Company.

                                       22

<PAGE>

<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           2002
(President)          (6/30)     $ 28,750           0              0               0       2,016,000      0            0

---------------------------------------------------------------------------------------------------------------------------
Dennis Vadura         2002
(CEO)                (6/30)     $ 28,750           0              0               0       4,032,000      0            0

---------------------------------------------------------------------------------------------------------------------------
Craig Hewitt          2002
(CFO)                (6/30)     $ 15,000           0              0               0         300,000      0            0

</TABLE>

         (1)      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.
         (2)      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.
         (3)      The Company has employment agreements with Dennis Vadura and
                  Frank J. Wiebe.

                                       23



<PAGE>
<TABLE>

                                OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                         (INDIVIDUAL GRANTS)
<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                2,016,000(1)                     29.7%  $               $.3125          5/29/12
                 ----------------------  -----------------------  ------------------------  ---------------
Dennis Vadura              4,032,000(1)                     59.5%  $               $.3125          5/29/12
                 ----------------------  -----------------------  ------------------------  ---------------
Craig Hewitt                 300,000(1)                      4.4%  $               $.3125          5/29/12

         (1)      Represents non-plan issued options issued on May 29, 2002.

</TABLE>
<TABLE>
<CAPTION>

                                   AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                               AND FY-END OPTION/SAR VALUES

                                                                   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                           0                       n/a           56,000 / 1,960,000      93,800 / 3,283,000
Dennis Vadura                         0                       n/a          112,000 / 3,920,000      46,900 / 1,641,500
Craig Hewitt                          0                       n/a           25,000 /   275,000      20,939 / 230,313

----------------------------
</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.

<TABLE>
<CAPTION>
                                               EQUITY COMPENSATION PLANS

                                        (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                               0
-----------------------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by security
holders                             31,391,488      $           0.31                               0
-----------------------------------------------------------------------------------------------------------------------
Total                               31,398,488      $           0.31                               0

</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 on its review of the copies of such forms received by it, the
Company believes that during the year ended June 30, 2002, all such filing
requirements applicable to its officers, directors, and 10% owners were complied
with, except that (i) Dennis Vadura, Frank Wiebe, Craig Hewitt, Andreea M.
Porcelli and Robert W. Ferguson were late in filing their Form 3 reports; and
(ii) Dennis Vadura, Frank J. Wiebe and Robert W. Ferguson were late in filing
their Schedule 13D reports.

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

         The total number of shares of Common Stock of the Company beneficially
owned by each of the officers and directors of the Company, and all of such
directors and officers as a group, and their percentage ownership of the
outstanding Common Stock of the Company as of June 30, 2002, are as follows:


                                       25

<PAGE>

                                               SHARES             PERCENT OF
MANAGEMENT                                     BENEFICIALLY       COMMON
SHAREHOLDERS(1)                                OWNED(1)           STOCK
---------------------------                    ------------       -----------
Dennis Vadura(3)(4)(6). . . . . . . . . . .     36,326,560        34.7%
4440 Von Karman Avenue, Suite 125
Newport Beach, CA 92660

Frank J. Wiebe(3)(5)(6) . . . . . . . . . .     22,551,040        21.7%
4440 Von Karman Avenue, Suite 125
Newport Beach, CA 92660

Craig A. Hewitt(7). . . . . . . . . . . . .        912,000         0.9%
4440 Von Karman Avenue, Suite 125
Newport Beach, CA 92660

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

Directors and officers as a group
(4 persons, including the above). . . . . .     61,789,600        56.8%

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

(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 4,032,000 shares of Common Stock.
(5)      Includes a stock option to purchase 2,016,000 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.


         The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock by each shareholder who
beneficially owns more than five percent (5%) of the Company's Common Stock, the
number of shares beneficially owned by each and the percent of outstanding
Common Stock so owned of record as of January 31, 2002.


                                       26

<PAGE>

                                                   SHARES OF        PERCENT
                                    TITLE OF       OUTSTANDING      BENEFICIALLY
NAME AND ADDRESS                    CLASS          COMMON STOCK(1)  OWNED
-------------------                 --------       -------------    ------------
Dennis Vadura(3)(4)(6)              Common Stock   36,326,560       34.7%
4440 Von Karman Avenue, Suite 125
Newport Beach, CA 92660

Frank J. Wiebe (3)(5)(6)            Common Stock   22,551,400       21.7%
4440 Von Karman Avenue, Suite 125
Newport Beach, CA 92660

Robert W. Ferguson                  Common Stock    5,551,968        5.4%
7 Brillantez
Irvine, CA 92620
--------------------------
(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 4,032,000 shares of Common Stock.
(5)      Includes a stock option to purchase 2,016,000 shares of Common Stock.
(6)      Excludes voting proxy rights covering 18,400,000 shares of Common Stock
         held by Mr. Vadura and Mr. Wiebe.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Management 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
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, 2002, WIT invoiced approximately $350,000 to the Company
under the terms of the MSA, of which approximately $101,000 remained due and
payable as of June 30, 2002.

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, and Craig A.
Hewitt and Hewitt & Associates, Inc. as a consultant, who is the Chief Financial
Officer of the Company. See Item 10, Executive Compensation - Executive
Employment Agreements.


                                       27

<PAGE>

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

         (A)      Reports on Form 8-K
                  -------------------

         Current reports on Form 8-K were filed by the Company during its fiscal
year ended June 30, 2002, specifically on May 20, 2002 and June 17, 2002.

         The May 20, 2002 Form 8-K report regarded Item(s) 1, 2, 4, 5, 6 and 7
of Form 8-K.

         The June 17, 2002 Form 8-K report regarded Items(s) 1, 2, 4, 5 and 6 of
Form 8-K, and included audited financial statements of AccuPoll, Inc. for the
period of August 9, 2001 (date of inception) through April 30, 2002.


         (B)      Exhibits
                  --------

INDEX TO EXHIBITS

EXHIBITS                                             DESCRIPTION
-------------                                        -------------------

3(i) Articles of Incorporation                       The Articles of
                                                     Incorporation of the
                                                     Company dated January 25,
                                                     1985, are incorporated
                                                     herein by reference to
                                                     Exhibit 3(i) to the Form
                                                     10-KSB annual report of the
                                                     Company for its fiscal year
                                                     ended June 30, 2000.

3(ii) Amendment to Articles of Incorporation         An Amendment
                                                     to the Articles of
                                                     Incorporation dated
                                                     November 4, 1985, is
                                                     incorporated herein by
                                                     reference to Exhibit 3(ii)
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2000.

3(iii) Amendment to Articles of Incorporation        Amendment to the Articles
                                                     of Incorporation dated May
                                                     23, 2002, is incorporated
                                                     herein by reference to
                                                     Exhibit 3(iii) to the Form
                                                     10-KSB annual report of the
                                                     Company for its fiscal year
                                                     ended June 30, 2002, filed
                                                     on October 7, 2002.

3(iv) By-Laws                                        The By-Laws of the
                                                     Company are incorporated
                                                     herein by reference to
                                                     Exhibit 3(iii) to the Form
                                                     10-KSB annual report of the
                                                     Company for its fiscal year
                                                     ended June 30, 2002.

10. Material Contracts

         10.1                                        Stock Exchange Agreement
                                                     dated May 20, 2002, between
                                                     the Company and Accupoll,
                                                     Inc., Denis Vadura, and
                                                     Frank Wiebe is incorporated
                                                     by reference Exhibit No. 1
                                                     to the Form 8-K/A current
                                                     report of the Company
                                                     regarding May 20, 2002
                                                     events.

         10.2                                        Letter of Thurman Shaw &
                                                     Co. regarding change of
                                                     certifying accountant to
                                                     Mantyla & McReynolds is
                                                     incorporated by reference
                                                     to Exhibit 16 to the Form
                                                     8-K current report of the
                                                     Company regarding August 7,
                                                     2001 events is incorporated
                                                     herein by reference to
                                                     Exhibit 10.2 to the Form
                                                     10-KSB annual report of the
                                                     Company for its fiscal year
                                                     ended June 30, 2002, filed
                                                     October 7, 2002.

         10.3                                        Letter of Mantyla &
                                                     McReynolds regarding change
                                                     of certifying accountant to
                                                     Squar, Milner, Reehl &
                                                     Williamson, LLP is
                                                     incorporated by reference
                                                     to Exhibit No. 2 to the
                                                     Form 8-K/A current report
                                                     of the Company regarding
                                                     May 20, 2002 events.

         10.4                                        2002 Consultant Plan is
                                                     incorporated by reference
                                                     to Exhibit 10 to the Form
                                                     S-8 registration statement
                                                     of the Company (File No.
                                                     333-90208) is incorporated
                                                     herein by reference to
                                                     Exhibit 10.4 to the Form
                                                     10-KSB annual report of the
                                                     Company for its fiscal year
                                                     ended June 30, 2002, filed
                                                     October 7, 2002.


         10.5                                        Employment Agreement with
                                                     Dennis Vadura is
                                                     incorporated herein by
                                                     reference to Exhibit 10.5
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.6                                        Employment Agreement with
                                                     Frank J. Wiebe is
                                                     incorporated herein by
                                                     reference to Exhibit 10.6
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.



                                       28

<PAGE>

         10.7                                        Master Services Agreement
                                                     of April 2002 with Web
                                                     Tolls International, Inc.
                                                     is incorporated herein by
                                                     reference to Exhibit 10.7
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.8                                        Consulting Agreement with
                                                     GCH Capital, Ltd. dated
                                                     April 23, 2002, is
                                                     incorporated herein by
                                                     reference to Exhibit 10.8
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.9                                        Proxy in favor of Dennis
                                                     Vadura and Frank J. Wiebe
                                                     from Picasso, LLC. is
                                                     incorporated herein by
                                                     reference to Exhibit 10.9
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.10                                       Proxy in favor of Dennis
                                                     Vadura and Frank J. Wiebe
                                                     from The ViperTrust is
                                                     incorporated herein by
                                                     reference to Exhibit 10.10
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.11                                       Employment Agreement
                                                     between the Company and
                                                     Dennis Vadura is
                                                     incorporated herein by
                                                     reference to Exhibit 10.11
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.12                                       Employment Agreement
                                                     between the Company and
                                                     Frank J. Wiebe is
                                                     incorporated herein by
                                                     reference to Exhibit 10.12
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.13                                       Indemnification Agreement
                                                     between the Company and
                                                     Dennis Vadura is
                                                     incorporated herein by
                                                     reference to Exhibit 10.13
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.14                                       Indemnification Agreement
                                                     between the Company and
                                                     Frank J. Wiebe is
                                                     incorporated herein by
                                                     reference to Exhibit 10.14
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.15                                       Indemnification Agreement
                                                     between AccuPoll, Inc. and
                                                     Dennis Vadura is
                                                     incorporated herein by
                                                     reference to Exhibit 10.15
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.16                                       Indemnification Agreement
                                                     between AccuPoll, Inc. and
                                                     Frank J. Wiebe is
                                                     incorporated herein by
                                                     reference to Exhibit 10.16
                                                     to the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.

         10.17                                       Consulting Agreement dated
                                                     May 29, 2002, with Craig A.
                                                     Hewitt is incorporated
                                                     herein by reference to
                                                     Exhibit 10.17 to the Form
                                                     10-KSB annual report of the
                                                     Company for its fiscal year
                                                     ended June 30, 2002, filed
                                                     October 7, 2002.

11.  Statement re: computation of per
         share earnings                              Reference is made to the
                                                     Consolidated Statements of
                                                     Operations of the
                                                     Consolidated Financial
                                                     Statements of the Company
                                                     which are incorporated
                                                     herein.

12.  A description of the subsidiary of
         the Company                                 A description of the
                                                     subsidiaries of the Company
                                                     is incorporated herein by
                                                     reference to Exhibit 12 to
                                                     the Form 10-KSB annual
                                                     report of the Company for
                                                     its fiscal year ended June
                                                     30, 2002, filed October 7,
                                                     2002.



99.1  Certification                                  Certification of Dennis
                                                     Vadura and Frank J. Wiebe
                                                     required by 18 U.S.C.ss.906
                                                     of the Sarbanes-Oxley Act
                                                     of 2002.

99.2  Certification                                  Certification of Dennis
                                                     Vadura

99.3  Certification                                  Certification of Frank J.
                                                     Wiebe

                                       29

<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

         Our Chief Executive Officer and President and our Chief Financial
Officer are responsible for establishing and maintaining internal controls and
have designed these controls to ensure that material information, financial or
otherwise, relating to accounting and financial reporting of our operations and
activities, including those of our consolidated subsidiaries, were made known to
them in their capacities as executive officers, particularly during the period
that this report was prepared. These executive officers have evaluated the
effectiveness of our internal controls within the preceding 90 days of this Form
10-KSB annual report, having concluded that our internal controls were fully
effective as of the date of this report, and there were no significant
deficiencies or material weaknesses discovered and have reported this conclusion
to our auditors. In conducting their evaluation of our internal controls, these
executive officers did not discover any fraud that involved management or other
employee who have a significant role in our internal controls. Furthermore,
there were no significant changes in our internal controls or in other factors
that could significantly affect our internal controls subsequent to the date of
their evaluation. Because no significant deficiencies or material weaknesses
were discovered, there were no necessary corrective actions taken to correct
significant deficiencies and material weaknesses in our internal controls.





                                       30
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
AccuPoll Holding Corp.
(formerly known as Western International Pizza Corporation)

We have audited the accompanying balance sheet of AccuPoll Holding Corp. ("the
"Company") (formerly known as Western International Pizza Corporation) (a
development stage company), as of June 30, 2002, and the related statements of
operations, stockholders' equity and cash flows for the period from August 9,
2001 (inception) through June 30, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AccuPoll Holding Corp. as of
June 30, 2002, and the results of its operations and its cash flows for the
period from August 9, 2001 (inception) through June 30, 2002, in conformity with
accounting principles generally accepted in the United States.

The accompanying 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 from August 9, 2001 (inception) through June 30, 2002
of approximately $2,400,000 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 financial statements do not include any adjustments that may result
from the outcome of this uncertainty.



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

August 13, 2002
Newport Beach, CA

                                       F-1



<PAGE>

                             ACCUPOLL HOLDING CORP.
           (Formerly Known As Western International Pizza Corporation)
                          (A Development Stage Company)
                                  BALANCE SHEET
                                  June 30, 2002

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


                                     ASSETS

CURRENT ASSETS
 Cash                                                               $   287,159
 Note receivable from related party                                     300,000
 Prepaid consulting fees                                                156,000
                                                                    ------------

TOTAL CURRENT ASSETS                                                    743,159

 Prepaid consulting fees, net of current portion                        130,000
 Other assets                                                           111,966
                                                                    ------------

 TOTAL ASSETS                                                       $   985,125
                                                                    ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                              $   176,292
 Related party payables                                                 101,020
                                                                    ------------

TOTAL CURRENT LIABILITIES                                               277,312
                                                                    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

 Common stock, par value of $0.001; 600,000,000 shares
   authorized; 102,797,408 issued and outstanding                       102,797
 Common stock subscription receivable                                   (12,500)
 Additional paid in capital                                           3,024,096
 Accumulated deficit during development stage                        (2,406,580)
                                                                    ------------

TOTAL STOCKHOLDERS' EQUITY                                              707,813
                                                                    ------------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $   985,125
                                                                    ============



                                       F-2
<PAGE>

                             ACCUPOLL HOLDING CORP.
           (Formerly Known As Western International Pizza Corporation)
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
      For The Period From August 9, 2001 (Inception) Through June 30, 2002

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

REVENUE                                                            $         --

EXPENSES
         General and administrative                                     727,219
         Professional                                                    57,753
         Stock based compensation                                     1,140,869
         Interest                                                       303,875
         Research and development                                       176,064
                                                                   ------------
                                                                      2,405,780
                                                                   ------------

NET LOSS BEFORE INCOME TAXES                                         (2,405,780)

INCOME TAXES                                                                800
                                                                   ------------


NET LOSS                                                           $ (2,406,580)
                                                                   ============

BASIC AND DILUTED LOSS
    PER SHARE                                                      $      (0.04)
                                                                   ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                               68,735,272
                                                                   ============



                                       F-3

<PAGE>
<TABLE>
                                                 ACCUPOLL HOLDING CORP.
                              (Formerly Known as Western International Pizza Corporation)
                                             (A Development Stage Company)
                                           Statement of Stockholders' Equity
                          For the Period From August 9, 2001 (Inception) through June 30, 2002

------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

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

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

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

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

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

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

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

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

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

Estimated fair 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                                 102,797,408  $ 102,797  $ (12,500)  $3,024,096   $(2,406,580)  $   707,813
                                                         ===========================================================================


</TABLE>
                                                           F-4

<PAGE>
<TABLE>

                                       ACCUPOLL HOLDING CORP.
                     (Formerly Known As Western International Pizza Corporation)
                                    (A Development Stage Company)
                                       STATEMENT OF CASH FLOWS
                For The Period From August 9, 2001 (Inception) Through June 30, 2002
<CAPTION>

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

<S>                                                                                 <C>
Cash flows from operating activities:
Net loss                                                                            $(2,406,580)
Adjustments to reconcile net loss to net cash used in
 operating activities:
  Estimated fair market value of warrants granted in connection with notes payable      287,500
  Estimated fair market value of options and warrants granted for services              813,525
  Estimated fair market value of common stock issued for services                       327,344
  Accrued interest related to the conversion of notes payable                            16,375
  Changes in operating assets and liabilities:
  Accounts payable and accrued expenses                                                 176,292
  Related party payables                                                                151,020
                                                                                    ------------


 Net cash used in operating activities                                                 (634,524)
                                                                                    ------------

Cash flows from investing activities:
 Issuance of related party note receivable                                             (300,000)
 Purchases of other assets                                                             (111,966)
                                                                                    ------------

 Net cash used in investing activities                                                 (411,966)
                                                                                    ------------

Cash flows from financing activities:
 Proceeds from issuance of convertible debt                                             287,500
 Proceeds from issuance of common stock upon exercise of warrants                     1,046,149
                                                                                    ------------

 Net cash provided by financing activities                                            1,333,649
                                                                                    ------------

Net increase in cash                                                                    287,159

Cash at beginning of period                                                                  --
                                                                                    ------------

Cash at end of period                                                                   287,159
                                                                                    ============

Supplemental disclosure of cash flow information - Cash paid during the period
 for:
  Interest                                                                          $        --
                                                                                    ============
  Income taxes                                                                      $       800
                                                                                    ============
</TABLE>

See accompanying notes to the 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 and related party payables during the period from August 9, 2001
(inception) through June 30, 2002.


                                                 F-5

<PAGE>

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization

AccuPoll Holding Corp. (the "Company") was originally incorporated according to
the laws of Nevada. The Company does business principally through its wholly
owned subsidiary, AccuPoll, Inc. AccuPoll, Inc. was originally incorporated on
August 9, 2001 according to the laws of 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. 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 action to address these matters, which include:

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

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

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.

                                       F-6
<PAGE>

The accompanying 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, 2002 and a lack of operational
history, which 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
and other cash requirements for the period ending June 30, 2003. 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.

The financial statements do not include any adjustments related to
recoverability and classification of assets carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

Risks and Uncertainties

The Company intends to operate in a highly competitive industry that is subject
to intense competition, government regulation and rapid technological change.
The Company's operations are subject to significant risk 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 financial statements in conformity with accounting
principles generally accepted in the United States, 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 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 and valuation of deferred tax assets.
Actual results could differ from those estimates.

                                       F-7

<PAGE>

Other Assets

In accordance with SFAS 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 a Detailed working program design, to the point
in time that the product is available For general release to customers.
Capitalized software 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 general release to customers. Research and development
costs incurred prior to establishing technological feasibility and costs
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. As of June 30, 2002 management believes that
no revisions to the remaining useful lives or write-down of capitalized
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 cash,
note receivable and accounts payable and accrued expenses approximates their
estimated fair values due to the short-term maturities of those financial
instruments. The fair value of related party payables are not determinable as
these transactions are with related parties.


Stock Based Compensation

The Company accounts for non-employee stock-based compensation under Statement
of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock
Based Compensation." SFAS 123 defines a fair value based method of accounting
for stock-based compensation. However, SFAS 123 allows an entity to continue to
measure compensation cost related to stock and stock options issued to employees
using the intrinsic method of accounting prescribed by Accounting Principles
Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees."
Under APB 25, compensation cost, if any, is recognized over the respective
vesting period based on the difference, on the grant date, between the fair
value of the Company's common stock and the exercise price. Entities electing to
remain with the accounting method of APB 25 must make pro forma disclosures of
net income and earnings per share, as if the fair value method of accounting
defined in SFAS 123 had been applied. The Company has elected to account for its
stock-based compensation to employees under APB 25 (see Note 6).

In March 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving
Stock Compensation," an interpretation of APB 25. FIN 44 clarifies the
application of APB 25 for (a) the definition of employee for purposes of
applying APB 25, (b) the criteria for determining whether a plan qualifies as a
non-compensatory plan, (c) the accounting consequence for various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. The
adoption of FIN 44 did not have a material effect on the financial statements.

                                       F-8

<PAGE>

Income Taxes

Deferred income taxes reflect the net tax effects of (a) temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts reported for income tax purposes, and (b) tax credit
carryforwards. 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.

Advertising

The Company expenses the cost of advertising. Advertising expenses were
approximately $87,000 for the period from August 9, 2001 (inception) through
June 30, 2002.

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, 2002.

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, 2002 product development costs capitalized
approximated $112,000.


Loss Per Share

SFAS 128, "Earning Per Share", basic earnings per share is computed by dividing
income available to common stockholders by the weighted average number of 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 (28,158,298 shares were considered
additional common stock equivalents at June 30, 2002).

Because the Company has incurred net losses, diluted loss per share is not
separately presented since it would be anti-dilutive.

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.

Derivative Instruments and Hedging Activities

SFAS 133, "Accounting for Derivative Instruments and Hedging Activities"
established 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. Adoption
of this standard did not have a material impact on the Company's results of
operations, financial position or cash flows, as it currently does not engage in
any derivative or hedging activities.

                                       F-9

<PAGE>

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 statement of operations.


Recent Accounting Pronouncements

In July 2001, the FASB issued Statements No. 141, "Business Combinations" and
No. 142 "Goodwill and Other Intangible Assets". SFAS 141 supersedes APB Opinion
No. 16, "Business Combinations" and SFAS No. 38, "Accounting for Pre-acquisition
Contingencies of Purchased Enterprises". SFAS 141 was effective for fiscal years
beginning after June 30, 2001 and requires that all business combinations be
accounted for by the purchase method. SFAS 142 supersedes APB Opinion No. 17,
"Intangible Assets". SFAS 142 is effective for fiscal years beginning after
December 15, 2001 and provides that all existing and newly acquired goodwill and
intangible assets will no longer be amortized but will be tested for impairment
at least annually and written down only when impaired. The adoption of SFAS 141
did not have a material impact on the Company's financial statements. Management
does not believe that the requirements of SFAS 142 will have a significant
impact on the Company's future financial statements.

Also, the FASB has recently issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" and SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets, including accounting for a segment of a business accounted for as a
discontinued operation. SFAS No. 144 is effective for financial statements
issued for fiscal years beginning after December 15, 2001. Management does not
believe that the requirements of such pronouncements will have a significant
impact on the Company's future financial statements.

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.

                                       F-10

<PAGE>

Management accounted for the Reorganization as a capital stock transaction.
Accordingly, the Reorganization will be 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.

Since WIPC's continuing operations and balance sheet are insignificant, a pro
forma balance sheet and statement of operations are not presented.

3. RELATED PARTY TRANSACTIONS

Related Party Payables

Related party payables approximated $101,000 at June 30, 2002, which represent
expenses incurred by the Company relating to the management agreements entered
into with Web Tools International, Inc. ("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 below).

Management 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 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 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.

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 period from August 9, 2001 (inception) through June 30, 2002, the
Company was billed approximately $350,000 by WTI and owed them approximately
$150,000 at June 30, 2002, which is included in related party payables (as noted
above, related party payables are presented net of a $50,000 related party note
receivable). The following is select unaudited financial information of WTI at
June 30, 2002 and for the period from August 9, 2001 (inception) through June
30, 2002, including activity related to the Company:

                                       F-11

<PAGE>

3. RELATED PARTY TRANSACTIONS (continued)

                                                                June 30, 2002
                                                                 (Unaudited)
Current assets                                                    $160,000
                                                                  =========

Total assets                                                      $170,000
                                                                  =========

Current liabilities                                               $105,000
                                                                  =========

Total liabilities                                                 $105,000
                                                                  =========

                                                  For The Period From August 9,
                                                   2001 Through June 30, 2002
                                                          (Unaudited)
Sales, net                                               $ 1,100,000
Expenses                                                   1,200,000
                                                         ------------
Net loss                                                 $  (100,000)
                                                         ============

Consulting Agreements

In April 2002, the Company issued consultants 3,840,000 shares of common stock
at $0.08, valued at $313,344 (based on the market value on the date of grant)
(of which $286,000 is included in the accompanying balance sheet as prepaid
consulting fees and $27,344 has been expensed as stock compensation in the
accompanying statement of operations). The related consulting services are to be
provided through April 2004 and the Company is 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
under stock based compensation in the accompanying statement of operations.


4. NOTE RECEIVABLE

Note Receivable

In May 2002, the Company advanced $300,000 to a related party for a note
receivable (the "Note"). The Note was non-interest bearing and was due on August
31, 2002. In July 2002, the Company received payment in full on the Note.

5. COMMITMENTS AND CONTINGENCIES

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.

                                       F-12

<PAGE>

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 its' Voting System product from
another supplier.

Professional

The Company has entered into a consulting agreement with its' acting Chief
Financial Officer for financing and accounting related services. Pursuant to the
agreement, the Company is obligated to pay the consultant approximately $5,000
per month through August 2002 and approximately $7,500 per month through May
2003.

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 February 2003.
Pursuant to the agreements, the Company will pay sales commissions on sales
within the related counties, as defined.

Employment Agreements

The Company has employment agreements with two officers of the Company. Such
agreements are in effect through May 2007 and continue in effect from year to
year thereafter unless otherwise terminated, pursuant to the terms of such
contracts. Compensation expense under these employment agreements was
insignificant for the year ended June 30, 2002. Future minimum payments under
these employment agreements approximate $230,000 in 2003, with ten percent
minimum annual increases.

6. STOCKHOLDERS' EQUITY

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.

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, 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 has not be received
at June 30, 2002. The $12,500 is presented as common stock subscription
receivable in the accompanying financial statements.

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
statement of operations. APB 14 limits such interest expense to the face amount
of the related debt of $287,500.

                                       F-13

<PAGE>

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 as stock-based compensation in
the accompanying statement of operations.

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 3, the Company issued 3,840,000 shares of restricted common
stock to consultants.

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 has not been collected as of June 30, 2002 and is presented as common
stock subscription receivable in the accompanying financial statements.

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.

                                       F-14

<PAGE>

Warrants

From time to time, the Company issues warrants pursuant to various consulting
agreements, including the 2,000,000 warrants discussed in Note 3.

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.

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 stock-based compensation in the
accompanying statement of operations.

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 stock-based compensation in the
accompanying statement of operations.

                                       F-15

<PAGE>

The following represents a summary of warrants outstanding for the period ended
June 30, 2002:

                                                                     Weighted
                                                                      Average
                                                                      Exercise
                                                       Warrants        Price
                                                     -----------     ----------
Outstanding, August 9, 2001(inception)                       --      $     --
           Granted                                   34,512,804          0.08
           Exercised                                 (9,901,316)        (0.11)
           Expired/forfeited                                 --            --
                                                    ------------     ---------
Outstanding, June 30, 2002                           24,611,488      $   0.07
                                                    ============     =========

Exercisable                                          24,611,488      $   0.07
                                                    ============     =========

Weighted average fair value of warrants granted                      $   0.08
                                                                     =========

At June 30, 2002, 533,324 of the warrants outstanding have exercise prices below
$0.001 per share, with a weighted average exercise price of below $0.001 and a
weighted average remaining contractual life of 4.8 years. At June 30, 2002,
22,161,188 of the outstanding warrants have an exercise price of $0.625 per
share, with a weighted average exercise price of $0.625 and a weighted average
remaining contractual life of 6.7 years. At June 30, 2002, 716,976 of the
warrants outstanding have an exercise price of $0.12 per share, with a weighted
average exercise price of $0.12 and a weighted average remaining contractual
life of 4.7 years. At June 30, 2002, 1,200,000 of the warrants outstanding have
an exercise price of $0.25 per share, with a weighted average exercise price of
$0.25 and a weighted average remaining contractual life of 0.9 years. All of the
outstanding warrants are exercisable at June 30, 2002.

The fair value of each warrant granted during 2002 is estimated using the
Black-Scholes pricing model on the date of grant using the following
assumptions: (i) no dividend yield, (ii) average volatility ranging from 0% to
51.4%, (iii) weighted average risk free interest rate of approximately 3.5%, and
(iv) average expected life of one year.


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 recorded the value as stock-based compensation in the accompanying statement
of operations.

                                       F-16

<PAGE>

The following represents a summary of options outstanding for the period ended
June 30, 2002:

                                                                     Weighted
                                                                      Average
                                                                      Exercise
                                                      Options          Price
                                                    -----------     ----------
Outstanding, August 9, 2001 (date of inception)              -      $        -
           Granted                                   6,780,000            0.31
           Exercised                                         -               -
           Expired/forfeited                                 -               -
                                                    -----------     -----------
Outstanding, June 30, 2002                           6,780,000      $     0.31
                                                    ===========     ===========

Exercisable                                            205,000      $     0.31
                                                    ===========     ===========

Weighted average fair value of options granted                      $     0.03
                                                                    ===========

At June 30, 2002, all of the options outstanding have an exercise price of $0.31
per share, with a weighted average exercise price of $0.31 and a weighted
average remaining contractual life of 9.9 years.

The fair value of each option granted during 2002 is estimated using the
Black-Scholes pricing model on the date of grant using the following
assumptions: (i) no dividend yield, (ii) average volatility of 0%, and 51.4%
(for options granted after May 20, 2002, the effective date of the merger) (iii)
weighted average risk free interest rate of approximately 3.5%, and (iv) average
expected life of 3 years. Had compensation costs for the Company's options
granted to employees been determined under SFAS 123, the Company's net loss and
net loss per share for the period August 9, 2001 (inception) through June 30,
2002 would have not changed significantly.


7. INCOME TAX PROVISION

Income tax expense for 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 from continuing operations before income
taxes as a result of the following:


Computed "expected" tax (benefit) expense                           $  (801,000)

Reduction in income taxes resulting from:
    Change in valuation allowance                                       921,000
    Other                                                                   800
    State and local income taxes,
      net of federal benefit                                           (120,000)
                                                                    ------------

                                                                    $       800
                                                                    ============

                                       F-17

<PAGE>

The Company has a deferred tax asset at June 30, 2002 of approximately $921,000
relating to federal and state tax net operating loss carryforwards ("NOLs"). The
Company has recorded a 100% valuation allowance against such deferred tax asset
because of the uncertainty about future taxable income to utilize such NOLs.

At June 30, 2002, both federal and state NOLs approximated $1,200,000 and
generally expire in 2007 through 2023.

Such NOLs future utilization is subject to the change of ownership provisions in
the various federal and state tax laws.


8. SUBSEQUENT EVENTS

Stock Split

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

Common Stock (unaudited)

         In August 2002, the Company issued 207,200 shares of restricted Common
Stock to unelated parties for the conversion of accounts payable totaling
$96,500.

         In August 2002, the Company issued 120,000 shares of restricted Common
Stock to unrelated parties for consulting services rendered.

         In August 2002, the Company issued 472,000 shares of restricted Common
Stock to a shareholder of the Company for cash totaling approximately $57,000 in
connection with the exercise of warrants.

         In September 2002, the Company issued 245,120 shares of restricted
Common Stock to a shareholder of the Company in a cashless exercise of warrants.
The Company offset a payable in the amount of approximately $30,000 owed to the
shareholder for consideration.

Warrants (unaudited)

         In August 2002, the Company granted warrants to purchase 2,772,000
shares of the Company's restricted Common Stock to existing shareholders at an
exercise price of $0.25 per share. The warrants vest on the date of grant and
are exercisable through August 2007.

         In September 2002, the Company granted warrants to purchase 400,000
shares of the Company's restricted Common Stock to investors at an exercise
price of $0.25 per share. The warrants vest on the date of grant and are
exercisable through September 2007.

         In September 2002, the Company granted warrants to purchase 62,500
shares of the Company's restriced Common Stock to existing shareholders at an
exercise price of $0.40 per share. The warrants vest on the date of grant and
are exercisable through September 2007.

                                       F-18

<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: May ___, 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


                                       31