UNITED STATES

                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                    Form 10-Q

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

         For the quarterly period ended December 31, 2003

         [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                           THE EXCHANGE ACT

         For the transition period from ______________ to ________________

         Commission File Number: 000-32849

                             AccuPoll Holding Corp.
                             ----------------------
        (Exact name of small business issuer as specified in its charter)

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

                 15101 Red Hill Ave # 220, Tustin, Ca 92780
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (949) 200-4000
                                 --------------
                           (Issuer's telephone number)

                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

    Indicate by check mark whether the registrant (1) has filed all reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange Act
    of 1934 during the preceding 12 months (or for such shorter period that the
    registrant was required to file such reports); and (2) has been subject to
    such filing requirements for the past 90 days. YES X    NO    .
                                                      ---     ---

            Indicate by check mark whether the registrant is an accelerated
    filer (as defined in Rule 12b-2 of the Exchange Act). YES X NO   .
                                                             ---  ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
   (INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
               OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
                       147,477,284 shares of common stock
                             as of December 31, 2003


<PAGE>

                          PART I FINANCIAL INFORMATION

-------------------------------------------------------------------------------
                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------



                                     ASSETS

                                                   December 31,
                                                       2003          June 30,
                                                   (Unaudited)         2003
                                                   ------------    ------------
CURRENT ASSETS
   Cash                                           $      5,839     $        --
   Accounts receivable, net                             66,876              --
   Inventories                                          96,945         144,206
   Common stock subscribed                             750,000
   Prepaid expenses                                     47,807           2,500
                                                  -------------    ------------

TOTAL CURRENT ASSETS                                   967,467         146,706

   Property and equipment, net                          34,383             --
   Capitalized software development costs            2,220,379       1,403,899
   Goodwill                                          2,542,752             --
   Available for sale securities                     4,478,315             --
   Other assets                                          3,494             --
                                                  -------------    ------------

   TOTAL ASSETS                                   $ 10,246,790     $ 1,550,605
                                                  =============    ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses          $  1,526,773     $   931,503
   Related party payables                            1,389,450         872,940
   Deferred revenue                                    143,848              --
   Line of credit                                      280,000              --
   Convertible subordinated debt                       500,000              --
   Convertible debt, net of discount                 1,533,686              --
   Notes payable                                        15,006              --
   Notes payable to related parties                    211,493         175,000
                                                  -------------    ------------

TOTAL CURRENT LIABILITIES                            5,600,256       1,979,443
                                                  -------------    ------------

   Put liability related to warrant issuances          163,760         113,750
                                                  -------------    ------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

   Convertible Series A preferred stock,
      $0.01 par value, 80,000 shares authorized,
      80,000 and 71,529 shares issued and
      outstanding, respectively (liquidation
      preference of zero)                                  800             715
   Common stock, par value of $0.001,
      600,000,000 shares authorized;
      147,477,284 and 112,945,963 shares
      issued and outstanding, respectively             147,477         112,946
   Additional paid in capital                       16,250,356       7,253,898
   Accumulated deficit                             (11,915,859)     (7,910,147)
                                                  -------------    ------------

TOTAL STOCKHOLDERS' EQUITY                           4,482,774        (542,588)
                                                  -------------    ------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 10,246,790     $ 1,550,605
                                                  =============    ============



--------------------------------------------------------------------------------
Page F-1         See notes to these condensed consolidated financial statements

<PAGE>

--------------------------------------------------------------------------------
                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          For The Three Month Periods Ended December 31, 2003 and 2002
--------------------------------------------------------------------------------


                                                   December 31,     December 31,
                                                       2003            2003
                                                   (Unaudited)     (Unaudited)
                                                  -------------    ------------
NET SALES                                         $    361,232     $        --

COST OF SALES                                          142,503              --
                                                  -------------    ------------

GROSS PROFIT                                           218,729              --


OPERATING EXPENSES
   General and administrative                          809,606       1,506,914
   Professional fees                                    21,542          90,344
   Salaries and related                                262,761          66,355
                                                  -------------    ------------
                                                     1,093,909       1,663,613
                                                  -------------    ------------

OPERATING LOSS                                        (875,180)     (1,663,613)

INTEREST EXPENSE                                     1,809,509          20,000
                                                  -------------    ------------

NET LOSS                                          $ (2,684,689)    $(1,683,613)
                                                  =============    ============

BASIC AND DILUTED NET LOSS
   PER SHARE                                      $      (0.02)    $     (0.02)
                                                  =============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                              135,473,636     105,573,045
                                                  =============    ============




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

<PAGE>

-------------------------------------------------------------------------------
                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           For The Six Month Periods Ended December 31, 2003 and 2002
-------------------------------------------------------------------------------


                                                   December 31,    December 31,
                                                       2003            2002
                                                   (Unaudited)      (Unaudited)
                                                  -------------    ------------
NET SALES                                         $    361,232     $        --

COST OF SALES                                          142,503              --
                                                  -------------    ------------

GROSS PROFIT                                           218,729              --


OPERATING EXPENSES
   General and administrative                        1,693,372       2,090,954
   Professional fees                                    53,066         173,874
   Salaries and related                                350,088         137,424
                                                  -------------    ------------
                                                     2,096,526       2,402,252
                                                  -------------    ------------

OPERATING LOSS                                      (1,877,797)     (2,402,252)

INTEREST EXPENSE, NET                                2,127,915          20,000
                                                  -------------    ------------

NET LOSS                                          $ (4,005,712)    $(2,422,252)
                                                  =============    ============

BASIC AND DILUTED NET LOSS
   PER SHARE                                      $      (0.03)    $     (0.02)
                                                  =============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                              126,105,261     104,556,788
                                                  =============    ============


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

<PAGE>

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

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the Six Month Periods Ended December 31, 2003 and 2002
-------------------------------------------------------------------------------

<TABLE>
<S>                                                                       <C>               <C>

Cash flows from operating activities:                                            2003              2002
                                                                              (Unaudited)      (Unaudited)
                                                                            -------------    -------------
   Net loss                                                                 $ (4,005,712)    $ (2,422,252)
   Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization                                                4,209               --
      Amortization of estimated fair market value of warrants
        granted and beneficial conversion feature in connection
        with the issuance of convertible notes payable                         1,533,686           20,000
      Amortization of beneficial conversion feature in connection
        with the issuance of subordinated convertible notes                      500,000               --
      Estimated fair market value of options and warrants
        granted for services                                                     168,000          965,000
      Vesting of previously issued stock options                                 136,545               --
      Estimated fair market value of common stock issued for services             34,980          229,025
      Changes in operating assets and liabilities:
        Accounts receivable                                                      122,286               --
        Inventories                                                               (1,609)              --
        Prepaid expenses and other assets                                        (37,765)          (2,500)
        Accounts payable and accrued expenses                                     38,809          104,491
        Related party payables                                                   516,510          362,550
                                                                            -------------    -------------

      Net cash used in operating activities                                     (990,061)        (743,686)
                                                                            -------------    -------------

Cash flows from investing activities:
   Purchases of property and equipment                                            (8,959)              --
   Increase in capitalized software development costs                           (816,480)        (270,260)
   Proceeds from repayment of note receivable                                         --          300,000
   Cash of acquired Company                                                        2,368               --
                                                                            -------------    -------------

      Net cash (used in) provided by investing activities                       (823,071)          29,740
                                                                            -------------    -------------

Cash flows from financing activities:
   Proceeds from the issuance of notes payable to related parties                 91,493               --
   Principal payments on notes payable to related parties                        (55,000)              --
   Proceeds from issuance of convertible subordinated debt                       500,000               --
   Proceeds from issuance of convertible notes payable                           390,000               --
   Proceeds from the issuance of notes payable                                     7,496           50,000
   Proceeds from the issuance of common stock, net of commissions                 25,000          139,815
   Net increase in line of credit                                                 75,000               --
   Proceeds from issuance of common stock upon exercise of
      warrants, net of commissions                                               784,982          345,048
                                                                            -------------    -------------

      Net cash provided by financing activities                                1,818,971          534,863
                                                                            -------------    -------------

Net increase (decrease) in cash                                                    5,839         (179,083)

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

Cash at end of period                                                       $      5,839     $    108,076
                                                                            =============    =============


</TABLE>

Supplemental disclosure of non-cash financing and operating activities

See accompanying notes to the condensed consolidated financial statements for
additional information relating to non-cash investing and financing activities.


-------------------------------------------------------------------------------
Page F-4         See notes to these condensed consolidated financial statements

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING

The accompanying  condensed consolidated financial statements have been prepared
in  accordance  with  SEC  regulations   for  interim   financial   information.
Accordingly,  they do not include all of the information and footnotes  required
by accounting  principles generally accepted in the United States of America for
complete financial statements.  The unaudited condensed  consolidated  financial
statements  should,  therefore,  be read in  conjunction  with the  consolidated
financial  statements  and notes thereto in the Form 10-KSB annual report of the
Company,  as  amended,  for the year  ended  June 30,  2003.  In the  opinion of
management,  all  adjustments  (consisting of normal and recurring  adjustments)
considered necessary for a fair presentation have been included.  The results of
operations  for the three and six month periods ended  December 31, 2003 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.

As a result of the  acquisition  discussed in Note 9, the Company ceased to be a
development stage enterprise during the three months ended December 31, 2003.

PRINCIPLES OF CONSOLIDATION

The  condensed  consolidated  financial  statements  include the accounts of the
Company and its wholly owned subsidiaries, AccuPoll, Inc. and Z Prompt, Inc. All
significant  inter-company  balances and  transactions  have been  eliminated in
consolidation.

NATURE OF OPERATIONS

AccuPoll  Holding Corp. (the  "Company"),  a Nevada  Corporation,  does business
through its wholly owned subsidiaries, AccuPoll, Inc. and Z Prompt, Inc.

AccuPoll,  Inc.  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 in May 2002 and trades
on the Over-The-Counter Bulletin Board under the symbol "ACUP.OB."

Z Prompt,  Inc.  provides  a number of  standard  service  programs,  as well as
customized programs,  to fit the special needs of its customers.  Z Prompt, Inc.
offers services such as on-site  hardware  service,  installation  and training,
inventory management and preventive maintenance.

Due to the acquisition of an operating  subsidiary,  Z Prompt,  Inc., in October
2003, as described below, the Company emerged from the development stage.


Page F-5

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

STOCK-BASED COMPENSATION

As of December  31,  2003,  the Company has not adopted a  stock-based  employee
compensation  plan.  The  Company  accounts  for  stock-based   compensation  to
employees under the  recognition  and measurement  principles of APB Opinion No.
25, "Accounting for Stock Issued to Employees," and related Interpretations. The
Company did not incur any stock-based  employee  compensation cost for the three
months ended  December 31, 2003 and 2002 under APB Opinion No. 25. The following
table  illustrates  the effect on net  income  and loss per common  share if the
Company had applied the fair value recognition  provisions of FASB Statement No.
123,   "Accounting  for  Stock-Based   Compensation,"  to  stock-based  employee
compensation.

<TABLE>
<CAPTION>
                                       Three Months Ended            Six Months Ended
                                          December 31,                  December 31,
                                  --------------------------    --------------------------
                                      2003           2002           2003           2002
                                  -----------    -----------    -----------    -----------
<S>                               <C>            <C>            <C>            <C>
Net loss available to common      $(2,684,689)   $(1,683,613)   $(4,005,712)   $(2,422,252)
stockholders, as reported
Pro forma compensation expense       (355,000)      (150,000)      (700,000)      (295,000)
                                  -----------    -----------    -----------    -----------
Pro forma net loss available to
common stockholders               $(3,039,689)   $(1,833,613)   $(4,705,712)   $(2,717,252)
                                  ===========    ===========    ===========    ===========
Loss per share, as reported
   Basic and diluted              $     (0.02)   $     (0.02)   $     (0.03)   $     (0.02)
                                  ===========    ===========    ===========    ===========
Loss per share, pro forma
   Basic and diluted              $     (0.02)   $     (0.02)   $     (0.04)   $     (0.03)
                                  ===========    ===========    ===========    ===========
</TABLE>

BENEFICIAL CONVERSION FEATURE

The  convertible   feature  of  convertible   notes  payable  and   subordinated
convertible  note payable  provide for a rate of conversion that is below market
value.  Such  feature is  normally  characterized  as a  "beneficial  conversion
feature"  ("BCF").  Pursuant to Emerging Issues Task Force Issue No. 98-5 ("EITF
98-5"),  "Accounting  For  Convertible  Securities  with  Beneficial  Conversion
Features or Contingently  Adjustable  Conversion Ratio" and Emerging Issues Task
Force Issue No. 00-27,"Application of EITF Issue No. 98-5 To Certain Convertible
Instruments,"  the  relative  fair values of the BCFs have been  recorded in the
condensed  consolidated  financial statements as a discount from the face amount
of the respective  debt  instrument.  The BCFs related to the attached  warrants
will be  amortized  over the life of the notes and the BCF  related to the notes
will be expensed in accordance with the terms of conversion.


Page F-6

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

INVENTORIES

Inventories  are stated at the lower of cost or market and  consist  entirely of
finished goods. Cost is determined on a weighted average basis that approximates
the first-in,  first-out  basis.  Market is determined by comparison with recent
purchases  or net  realizable  value.  Such  net  realizable  value  is based on
management's  forecast  for sales of the  Company's  products or services in the
ensuing years.  The industry in which the Company  operates is  characterized by
technological  advancement and change.  Should demand for the Company's products
prove to be significantly less than anticipated,  the ultimate  realizable value
of the Company's  inventories could be substantially  less than the amount shown
in the accompanying condensed consolidated balance sheets.

REVENUE RECOGNITION

The Company  records  sales when goods are  shipped to the  customer or upon the
completion  of the service.  Amounts  received  prior to the  completion  of the
earning process,  such as maintenance contracts paid in advance, are included in
deferred  revenues  in  the  accompanying   condensed   consolidated   financial
statements.

The Securities and Exchange  Commission ("SEC") issued Staff Accounting Bulletin
101 ("SAB 101"),  as amended,  "REVENUE  RECOGNITION,"  which outlines the basic
criteria  that  must be met to  recognize  revenue  and  provides  guidance  for
presentation  of revenue  and for  disclosures  related  to revenue  recognition
policies in financial  statements filed with the SEC.  Management of the Company
believes that its revenue recognition policy conforms to SAB 101.

MARKETABLE SECURITIES

The  Company   classifies   its   investments   in   marketable   securities  as
"available-for-sale" in accordance with the provisions of Statement of Financial
Accounting  Standards No. 115,  "Accounting for Certain  Investments in Debt and
Equity  Securities"  (SFAS  115).  The  Company  does not  have any  investments
classified as "trading" or "held to maturity."

Available-for-sale securities are carried at fair value with the unrealized gain
or loss, net of tax, reported in other  comprehensive  income. The fair value of
investment securities was determined by and independent valuation (see Note 8).


Page F-7

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

GOODWILL

Goodwill  represents the excess purchase price over the fair value of net assets
acquired.  The Company has applied the  provisions  of  Statement  of  Financial
Accounting  Standards  No. 142,  ("SFAS 142"),  "Goodwill  and Other  Intangible
Assets," in accounting  for goodwill.  SFAS 142 requires that goodwill and other
intangible  assets that have  indefinite  lives not be amortized  but instead be
tested at least  annually  for  impairment,  or more  frequently  when events or
changes  in  circumstances  indicate  that  the  asset  might be  impaired.  For
indefinite  lived  intangible  assets,  impairment  is tested by  comparing  the
carrying  value of the asset to the fair  value of the  reporting  unit to which
they are assigned.  The Company  recorded no impairments to its goodwill  during
the period ended December 31, 2003.

IMPAIRMENT OF LONG LIVED ASSETS

The Company  periodically  evaluates the carrying value of its long-lived assets
under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets." SFAS No. 144 addresses financial accounting and reporting
for the impairment or disposal of long-lived  assets,  and  supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be  Disposed  Of," and the  accounting  and  reporting  provisions  of
Accounting  Principles  Board ("APB") Opinion No. 30,  "Reporting the Effects of
the  Disposal  of a  Segment  of a  Business,  and  Extraordinary,  Unusual  and
Infrequently  Occurring Events and  Transactions," for the disposal of a segment
of a business (as previously defined in that Opinion).  SFAS No. 144 also amends
Accounting  Research Bulletin No. 51,  "Consolidated  Financial  Statements," to
eliminate  the  exception to  consolidation  of a subsidiary of which control is
likely to be temporary.

SFAS No. 144 requires impairment losses to be recorded on long-lived assets used
in  operations,  including  amortizable  intangible  assets when  indicators  of
impairment are present. Indicators of impairment include an economic downturn or
a change in the  assessment  of future  operations.  In the event a condition is
identified  that may indicate an  impairment  issue,  an assessment is performed
using a variety of methodologies, including analysis of undiscounted future cash
flows,  estimates of sales proceeds and independent  appraisals.  If such assets
are impaired, the impairment to be recognized is measured by the amount by which
the carrying  amount of the asset exceeds the estimated fair market value of the
assets. Assets to be disposed of are reported at the lower of the carrying value
or estimated  fair market value,  less cost to sell.  At December 31, 2003,  the
Company feels that no impairment charges are necessary.

RECLASSIFICATIONS

Certain  reclassifications have been made to prior period condensed consolidated
financial statements to conform to current year presentation.

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

In May 2003, the Financial  Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 150,  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes  standards for how a company classifies and measures certain
financial  instruments with  characteristics of both liabilities and equity, and
is effective (except for certain mandatorily redeemable noncontrolling interests
in limited-life subsidiaries) for financial instruments entered into or modified
after May 31,  2003.  Otherwise,  this  pronouncement  is  effective  for public
companies at the beginning of the first interim period  beginning after June 15,
2003. The Company adopted SFAS No. 150 on the  aforementioned  effective  dates.
The  adoption  of this  pronouncement  did not  have a  material  impact  on the
Company's results of operations or financial condition.


Page F-8

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS (continued)

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

As disclosed in the notes to the Company's June 30, 2003 consolidated  financial
statements  previously filed with the Securities and Exchange Commission ("SEC")
in amended Form 10-KSB, the Company is associated with Web Tools  International,
Inc. ("WTI").  Because of common ownership between the Company and WTI and other
factors  discussed in FIN No. 46R, the Company has determined  that (a) WTI is a
VIE and (b) the Company is its primary beneficiary.  Therefore,  the accounts of
WTI will be consolidated in the Company's March 31, 2004 condensed  consolidated
interim financial statements.

Approximately 98% of WTI's unaudited  revenues for the six months ended December
31, 2003 was derived from the Company's purchase of services from WTI.

Condensed, unaudited balance sheet information of WTI as of December 31, 2003 is
presented below.

       Current assets                            $ 1,400,000
                                                ===============
       Total assets                              $ 1,410,000
                                                ===============
       Current liabilities                       $   545,600
                                                ===============
       Total stockholders' equity                $   864,400
                                                ===============

Other  recent  accounting  pronouncements  issued  by the  FASB  (including  its
Emerging  Issues  Task  Force),  the  American  Institute  of  Certified  Public
Accountants,  and the SEC did not or are not  believed by  management  to have a
material  impact  on the  Company's  present  or future  consolidated  financial
statements.


Page F-9

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 3: CAPITALIZED SOFTWARE DEVELOPMENT COSTS

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

At December 31, 2003,  management  believes  that no revisions to the  remaining
useful  lives or  write-down  of  capitalized  software  development  costs  are
required.  Since the product has not been  released  to  customers,  the amounts
included  in the  accompanying  condensed  consolidated  balance  sheet  have no
related amortization.

The product is  currently  undergoing  federal  certification  testing.  Federal
certification testing is expected to by completed in February 2004. Once federal
certification  has been obtained,  the product 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.

NOTE 4: LINE OF CREDIT

The  Company  has a  revolving  line of credit  agreement  (the  "Line")  with a
financial  institution  that matures in August 2004, as amended.  The Line bears
interest at 5% per annum.  The terms of the Line provide for borrowings of up to
$280,000.  At December 31, 2003, the Company's  outstanding  borrowings  totaled
$280,000.


Page F-10

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 5: CONVERTIBLE SUBORDINATED CONVERTIBLE DEBT

In July 2003, the Company  borrowed  $500,000  under a subordinated  convertible
note payable, (the "Subordinated  Convertible Note"), which bears interest at 7%
per annum.  All  borrowings  and accrued  interest  were due in January 2004. In
February 2004, the Subordinated Convertible Note was converted into common stock
of the  Company  at  $0.30  per  share,  in  accordance  with  the  terms of the
agreement.

A beneficial conversion feature of $500,000 was recorded during the period ended
September  30, 2003 and is  presented  as a debt  discount  to the  Subordinated
Convertible  Note. Such discount is being amortized to interest expense over the
term of the  Subordinated  Convertible  Note.  The  outstanding  balance  of the
Subordinated  Convertible  Note at  December  31,  2003 was  $458,333,  net of a
$41,667 debt discount.

NOTE 6: CONVERTIBLE NOTES PAYABLE

$1,250,000 CONVERTIBLE DEBENTURE

In November 2003, the Company borrowed an additional  $40,000 under the existing
convertible  debenture.  All  borrowings  are due in June 2004,  as amended (see
below),  with  monthly  interest  payments  on  the  outstanding   balance.  The
Convertible  Note A may be  converted  into  common  stock of the Company at the
lesser of: (a) $0.06 per share or (b) 50% of the averaged  three lowest  closing
prices  of the  Company's  common  stock  for the 20  trading  days  immediately
preceding the conversion  date, at any time at the option of the noteholder,  as
defined.

In November 2003, the Company granted a warrant to purchase  6,000,000 shares of
the Company's restricted common stock at an exercise price of $0.06 per share in
connection  with a deferral  of the  maturity  date of an  existing  convertible
instrument  to  June  2004  and an  increase  to  the  available  borrowings  to
$1,250,000. The warrants vested upon grant and expire in October 2008.

The Company recorded the relative fair value of the warrant,  which approximated
$40,000, as a debt discount. Such discount will be amortized to interest expense
over the term of the convertible debenture. The total outstanding balance of the
convertible  debenture,  as  amended  at  December  31,  2003,  including  prior
borrowings, was $183,686, net of an unamortized debt discount of $106,314.


Page F-11

<PAGE>


                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 6: CONVERTIBLE NOTES PAYABLE (continued)

$5,000,000 CONVERTIBLE DEBENTURES

In November  2003,  the Company  entered into a Security  Agreement  and Secured
Convertible  Note.  Pursuant  to the  agreements,  the  Company  received a $5.0
million  revolving credit facility,  as amended,  in the form of two seven-month
Convertible  Notes secured by a security  interest in  substantially  all of the
Company's assets. There are no restrictions on the borrowings on the Convertible
Note.

The  Convertible  Note Holder has the right to convert all or any portion of the
outstanding  principal  amount and/or accrued  interest and fees due and payable
into shares of the Company's restricted common stock at the lesser of: (a) $0.06
per  share  or (b)  50% of the  averaged  three  lowest  closing  prices  of the
Company's  common  stock  for  he 20  trading  days  immediately  preceding  the
conversion  date, at any time at the option of the Convertible  Note Holder,  as
defined.

During the three month period ended  December  31,  2003,  the Company  borrowed
$1,200,000  in  connection  with  the  purchase  of  common  stock  of  Material
Technologies,  Inc.  and  $150,000  for working  capital  purposes.  The Company
recorded  the  beneficial  conversion  feature,  which  totaled  $1,350,000,  as
interest expense in the accompanying condensed consolidated financial statements
based on the conversion provisions of the debenture.

NOTE 7: COMMITMENTS AND CONTINGENCIES

In November 2002, the Company entered into a Location Incentives  Agreement (the
"Agreement")  with the Amarillo  Economic  Development  Corporation  ("AEDC") to
establish  the  Company's  customer  service  center and voting  machine  repair
operations in Amarillo, Texas. According to the terms of the agreement, the AEDC
will pay the  Company  $250,000  upon the  Company's  execution  of a lease  for
facilities in Amarillo.  The funds  advanced under this agreement are to be used
solely for the  operations  in  Amarillo.  If the Company  does not meet certain
minimum employment  requirements,  as defined, it would be required to repay all
amounts advanced. In connection with the Agreement, the Company granted warrants
to  purchase  250,000  shares of the  Company's  restricted  Common  Stock at an
exercise price of $1.04 per share,  valued at  approximately  $205,000 (based on
the Black-Scholes  pricing model), which was expensed upon issuance.  In January
2003, the Company received the $250,000 and has included such amount in accounts
payable and accrued expenses in the accompanying  condensed consolidated balance
sheet,  as the  Company  has  yet to  fulfill  its  obligations  related  to the
agreement.


Page F-12

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 7: COMMITMENTS AND CONTINGENCIES (continued)

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

In July 2003,  the Company  granted  warrants to purchase  300,000 shares of the
Company's restricted common stock at an exercise price of $0.90 per share valued
at $168,000  (based on the  Black-Scholes  pricing  model) to a  consultant  for
services  rendered,  which  has  been  expensed  in the  condensed  consolidated
statement of operations  for the period ended  September 30, 2003. In connection
with the issuance,  the warrant holder may cause the Company to re-purchase  any
warrants not  previously  exercised  by the warrant  holder on or after July 15,
2006 for  approximately  $0.17 per share.  Accordingly,  a related  liability of
$50,010 has been recorded in the  accompanying  condensed  consolidated  balance
sheet, representing the Company's re-purchase liability.

In  November  2003,  the  Company  executed  a  non-binding  letter of intent to
purchase a Company that provides consulting,  software,  support and services to
the election industry throughout the United States of America.

NOTE 8: STOCKHOLDERS' EQUITY

PREFERRED STOCK

In December 2003,  the Company  issued 8,471 shares of Series A preferred  stock
and $1,200,000 of convertible notes payable (see Note 5) for 3,325,000 shares of
free trading  common  stock of Material  Technologies,  Inc., a publicly  traded
company on the  Over-The-Counter  Bulletin  Board  under the symbol  "MTNA." The
Company  obtained an independent  valuation of the common stock received,  which
approximated  $4,478,000.  The  Company  obtained  the common  stock of Material
Technologies,  Inc.  in order to gain access to capital  through  the  potential
subsequent  sales of such stock.  However,  the Company has not  determined  the
marketability  of such shares or the need to  liquidate  such shares in the near
term  and has  included  the  value as  available  for  sale  securities  in the
accompanying condensed consolidated balance sheet as of December 31, 2003. As of
the date of this filing, the Company has not sold any of the common shares.

Page F-13

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 8: STOCKHOLDERS' EQUITY (continued)

COMMON STOCK

In December 2003, the Company issued 6,250,000 shares of restricted common stock
for  $750,000,  which was  collected  in January 2004 and is presented as common
stock  subscription   receivable  in  the  accompanying  condensed  consolidated
financial statements.

During the three-month  period ended December 31, 2003, the Company issued 5,000
shares of  restricted  common  stock  valued at $2,050  (estimated  based on the
market  price  per  share on the date of grant)  to a  consultant  for  services
rendered.

During the  three-month  period  ended  December 31,  2003,  the Company  issued
933,125  shares of  restricted  common  stock in  connection  with the  cashless
exercise of warrants.

During the  three-month  period  ended  December 31,  2003,  the Company  issued
2,710,008  shares of restricted  common stock in connection with the exercise of
warrants for $732,213.

During the three-month period ended December 31, 2003, the Company issued 30,000
shares of  restricted  common stock in connection  with  proceeds  received in a
prior period.

In October 2003, the Company issued 7,741,936 shares of restricted  common stock
as collateral for potential cash borrowings  approximating  $1,600,000 ("Secured
Note"),  less applicable  commissions.  The Secured Note will accrue interest at
5.5%, will require quarterly interest only payments through maturity and matures
two years from receipt of proceeds.  As of the date of this filing,  the Company
has not received any proceeds or paid any related commissions.

STOCK OPTIONS AND WARRANTS

As  discussed  in Note 6, in  November  2003,  the Company  granted  warrants to
purchase  6,000,000  shares  of the  Company's  restricted  common  stock  at an
exercise  price of $0.06 per share,  valued at $39,800 (the pro-rata value based
on the  Black-Scholes  pricing model and the related  borrowings)  in connection
with the amendment of a convertible note payable. The Company recorded the value
as a debt discount. Such discount will be amortized to interest expense over the
term of the  related  debenture.  The  warrants  vested upon grant and expire in
October 2008.

During the three months ended December 31, 2003, the Company granted warrants to
purchase an aggregate of 13,290,986  shares of the Company's  restricted  Common
Stock at exercise  prices  ranging  from $0.12 to $1.35 per share in  connection
with equity fund raising  activities.  These warrants  vested upon grant and are
exercisable  through December 2008. Such warrants were issued in connection with
equity fund raising  activities,  and accordingly,  there was no related expense
recorded in the accompanying consolidated financial statements.

Page F-14

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 9: ACQUISITION

On April 9, 2003, the Company entered into an agreement with Z Prompt,  Inc. ("Z
Prompt"), a California corporation. The Company purchased all of the outstanding
capital  stock of Z Prompt  from its  stockholders  in  exchange  for  8,000,000
restricted  shares of the common stock of the Company.  The primary  reasons for
the  acquisition  were to acquire a  nation-wide  network of qualified  computer
hardware  technicians,  which could assist with the  maintenance of the AccuPoll
Ballot Buddy product, and specifically it's integrated printer.

Additionally,  the Company is required to settle an outstanding  promissory note
of Z Prompt in the principal amount of approximately $400,000 that was held by a
former  stockholder of Z Prompt,  in exchange for 533,000  shares of  restricted
common stock of the Company.

The shares  issued for Z Prompt were valued at  $1,813,262  ($0.2125  per share)
based on an independent  valuation.  Among other factors, the valuation utilized
information from recent issuances of the Company's common stock for fund raising
activities.

The agreement  between AccuPoll and the Z Prompt stockholders  provided that the
agreement may be rescinded at the discretion of the Z Prompt shareholders if the
electronic voting system of AccuPoll was not certified by Wyle Labs by September
30, 2003; such certification was obtained on October 31, 2003. Accordingly,  the
Z Prompt acquisition  has been  recorded in the  accompanying  December 31, 2003
condensed consolidated financial statements as of October 31, 2003.

Z Prompt provides hardware maintenance and technology support services primarily
to mid- range to Fortune 1000  companies and to state and local  governments.  Z
Prompt  endeavors to provide same day service to its  customers  and  emphasizes
quality professional service through its experienced technicians.

The purchase price was allocated to the business  acquired based on the relative
fair values of the assets acquired and liabilities assumed, as follows:

       Assets                                  $    183,329
       Goodwill                                   2,542,752
       Liabilities                                 (912,819)
                                               ------------
                                               $  1,813,262
                                               ============

The above  allocation of the purchase price may be subject to adjustment  during
the  allocation  period,  which  generally  ends no later  than  one year  after
consummation of the business combination.

Page F-15

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 9: ACQUISITION (continued)

The results of operations of Z Prompt are included in the accompanying condensed
consolidated  financial statements from November 1, 2003. The following proforma
summary presents condensed consolidated results of operations as if Z Prompt had
been  acquired  as of the  beginning  of the three and six month  periods  ended
December 31, 2003:

                            THREE MONTHS ENDED          SIX MONTHS ENDED
                               DECEMBER 31,                DECEMBER 31,
                        -----------------------------------------------------
                           2003          2002          2003           2002
                        ----------    ----------    ----------    -----------
Net Sales               $  531,349    $  364,248    $1,165,881    $   712,135
                        ==========    ==========    ==========    ===========
Net Loss                $2,819,061    $1,960,148    $4,171,520    $ 2,828,001
                        ==========    ==========    ==========    ===========
Loss per common share   $    (0.02)   $    (0.02)   $    (0.03)   $     (0.03)
                        ==========    ==========    ==========    ===========

The above amounts are based upon certain  assumptions  and estimates,  which the
Company  believes are  reasonable.  The pro forma  results of  operations do not
purport to be  indicative  of the results which would have been obtained had the
business combination occurred as of July 1, 2003 or which may be obtained in the
future.

NOTE 10: GOING CONCERN CONSIDERATIONS

The condensed  consolidated financial statements are presented on the basis that
the Company is a going concern which  contemplates the realization of assets and
the  satisfaction  of  liabilities  in the  normal  course  of  business  over a
reasonable length of time. The Company has incurred significant operating losses
and has used  cash in its  operations  since  inception.  Most of this  cash was
consumed in the  development  of software  and  systems  infrastructure,  and in
organization   development  and  staffing.   Additional   funding  went  towards
investment in and  protection of  intellectual  property and towards  investment
advisory fees and commissions related to fundraising.  At December 31, 2003, the
Company had a deficit in working capital approximating  $4,633,000. In addition,
the  Company  experienced  a loss from  operations  for the three  months  ended
December  31,  2003,  approximating  $2,500,000,   and  an  accumulated  deficit
approximating $11,691,000 at such date.


Page F-16

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)

NOTE 11: SUBSEQUENT EVENTS

NOTE PAYABLE

In January  2004,  the Company  issued a convertible  note  payable,  secured by
substantially all of the assets of the Company,  for $250,000,  bearing interest
at 7% per  annum.  All  borrowings  are due on or  before  June  30,  2004.  The
Convertible  Note may be converted into common stock of the Company at $0.12 per
share at any time at the option of the noteholder, as defined.



Page F-17

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

IN ADDITION TO HISTORICAL INFORMATION, MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS INCLUDES CERTAIN FORWARD-LOOKING STATEMENTS, INCLUDING, BUT
NOT LIMITED TO, THOSE RELATED TO THE GROWTH AND STRATEGIES, FUTURE OPERATING
RESULTS AND FINANCIAL POSITION AS WELL AS ECONOMIC AND MARKET EVENTS AND TRENDS
OF THE COMPANY. ALL FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY, INCLUDING
SUCH STATEMENTS HEREIN, INCLUDE MATERIAL RISKS AND UNCERTAINTIES AND ARE SUBJECT
TO CHANGE BASED ON FACTORS BEYOND THE CONTROL OF THE COMPANY. ACCORDINGLY, THE
COMPANY'S ACTUAL RESULTS AND FINANCIAL POSITION COULD DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENT AS A RESULT OF
VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION FACTORS DESCRIBED IN THE COMPANY'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING RISKS AFFECTING
THE COMPANY'S FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

The following discussion of the Company's financial condition and results of
operations should be read in connection with the Company's condensed
consolidated financial statements and notes thereto appearing elsewhere herein.
Factors that could cause or contribute to differences from the condensed
consolidated financial statements include, but are not limited to, risks and
uncertainties related to the need for additional funds, the growth of its
operations and the ability of the Company to operate profitably after its
development stage is completed.


                                       1
<PAGE>

GENERAL

The Company has generated minimal revenues from its operations since the
inception in August 2001. Additionally, even after the launch of the Company's
Ballot Buddy 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 that the Company achieves from its planned operations. During the
quarter, the Company has reported revenue approximating $360,000 through
Z Prompt, Inc., a wholly-owned subsidiary.

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 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 February, 2004. 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 the second calendar quarter 2004.

         In accordance with SFAS 86, the cost of purchased computer software to
be sold, leased or otherwise marketed that has no alternative future use shall
be accounted for the same as the costs incurred to develop such software
internally, as specified. Per SFAS 86, all costs incurred to establish the
technological feasibility are research and development costs. In accordance with
this provision, the Company has expensed approximately $175,000 of R&D related
expenses from inception through September 2001. The costs that were expensed
related to the creation a working model from the white paper created by the
founders, mainly related to the labor of the technicians and programmers, with a
small portion being related to various computer components. The Company reached
technological feasibility, a working model, in September 2001, which was the
product's first independent usage. Costs incurred subsequent to September 2001
have been capitalized.

         A significant factor of 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.

                                       2
<PAGE>

On April 9, 2003 AccuPoll entered into binding agreements to acquire all assets,
liabilities, and stock of Z Prompt, Inc. a California Corporation. The stock
purchase agreement between AccuPoll and Z Prompt allowed the shareholders of Z
Prompt to withdraw from the Transaction if the AccuPoll voting product has not
been certified by Wyle Labs on or before September 30, 2003. At September 30,
2003, The AccuPoll voting product had not been certified by Wyle Labs.
Subsequently, on October 31, 2003, the Company obtained acceptance of it's
in-precinct voting system review from Wyle Labs. Prior to such date, the
shareholders of Z Prompt did not exercise their right to withdraw from the
merger transaction. For accounting purposes, the transaction was recorded in the
accompanying financial statements as of October 31, 2003.

Selected Financial Data Comparisons
-----------------------------------

         Net Sales for the quarter ended December 31, 2003 were $361,232.
Professional Fees for the quarter ended December 31, 2002 were $0. The change in
net Sales resulted from the consolidation of the Company's wholly owned
subsidiary, Z Prompt, Inc. for the months of November 2003 and December 2003.
Net Sales for the six months ended December 31, 2003 were $361,232. Net sales
for the six months ended December 31, 2002 were $0. The Change in Net Sales
resulted from the consolidation of the Company's wholly owned subsidiary,
Z Prompt, Inc. for the months of November 2003 and December 2003.

         Cost of goods sold for the quarter ended December 31, 2003 were
$142,503. Cost of goods sold for the quarter ended December 31, 2002 were $0.
The Change in Cost of goods sold resulted from the consolidation of the
Company's wholly owned subsidiary, Z Prompt, Inc. for the months of November
2003 and December 2003. Cost of goods sold for the six months ended December
31, 2003 were $142,503. Cost of goods sold for the six months ended December 31,
2002 were $0. The Change in Cost of goods sold resulted from the consolidation
of the Company's wholly owned subsidiary, Z Prompt, Inc. for the months of
November 2003 and December 2003.

         General and Administrative expenses for the quarter ended December 31,
2003 were $809,606, a decrease of 46% from General and Administrative Expenses
for the quarter ended December 31, 2002, of $1,506,914. The primary contributor
to the decrease is due to non-cash expenses for stock based compensation, which
is due to options and/or warrants which are in the money, that are granted to
employees and consultants to the Company. General and Administrative expenses
for the six months ended December 31, 2003 were $1,693,372, a decrease of 19%
from General and Administrative Expenses for the six months ended December 31,
2002, of $2,090,954. The primary contributor to the decrease is due to non-cash
expenses for stock based compensation, which is due to options and/or warrants
which are in the money, that are granted to employees and consultants to the
Company.

                                       3
<PAGE>

         Professional Fees for the quarter ended December 31, 2003 were $21,542.
Professional Fees for the quarter ended December 31, 2002 were $90,344, A
decrease of 76.16%. Professional Fees for the six months ended December 31, 2003
were $53,066. Professional Fees for the six months ended December 31, 2002 were
$173,874, A decrease of 69.5%.

         Salaries for the quarter ended December 31, 2003 were $262,761.
Salaries for the quarter ended December 31, 2002 were $66,355, An increase of
296%. The increase in salaries is primarily due to increased head-count, and the
consolidation of the Company's wholly owned subsidiary Z Prompt, Inc. for the
months of November 2003 and December 2003. Salaries for the six months ended
December 31, 2003 were $350,088. Salaries for the six months ended December 31,
2002 were $137,424, An increase of 154.8%. The increase in salaries is primarily
due to increased head-count, and the consolidation of the Company's wholly owned
subsidiary Z Prompt, Inc. for the months of November 2003 and December 2003.

         Interest Expenses for the quarter ended December 31, 2003 were
$1,809,509, as compared to Interest Expenses for the quarter ended December 31,
2002 of $20,000, an increase of 8,948%. The primary reason for such an increase
is related to the non-cash beneficial conversion charge relating to convertible
notes payable issued by the Company during the quarter ended December 31, 2003,
that have conversion features that are at prices below market. Interest Expenses
for the six months ended December 31, 2003 were $2,127,915, as compared to
Interest Expenses for the six months ended December 31, 2002 of $20,000, an
increase of 10,540%. The primary reason for such an increase is related to the
non-cash beneficial conversion charge relating to securities issued by the
Company during the six months ended December 31, 2003, that have conversion
features that are at prices below market.

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

         Since inception through December 31, 2003, the Company has raised gross
proceeds approximating $4,500,000 from the sale of restricted Common Stock and
convertible notes payable.

         In November 2003, the Company secured a $5 million dollar revolving
credit facility, in the form of two seven-month convertible notes. As of
December 31, 2003, $1,350,000 of the credit facility has been used.

         The Company's cash was approximately $5,839 at December 31, 2003.

         The management of the Company believes that the Company may generate
significant revenues in the next few months due to anticipated certification of
the Ballot Buddy product and the acquisition of Z Prompt, Inc. However, there is
no operating history for the Ballot Buddy and therefore market acceptance cannot
be assured or reasonably estimated. As a result, the Company's success will
largely depend on its ability to secure additional funding through the sale of
its Common Stock and/or the sale of other debt or equity securities. There can
be no assurance, however, that the Company will be able to consummate debt or
equity financing in a timely manner, or on a basis favorable to the Company, at
all.

                                       4
<PAGE>


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

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

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

         The Company's independent certified public accountants have stated in
form 10-KSB, as filed with the Securities and Exchange Commission, that the
Company was in the development stage since it began operations in August 2001
through October 31, 2003 (date of acquisition of Z Prompt, Inc.), has not
generated any revenues from its Ballot Buddy product and there is no assurance
of any future revenues. These conditions, among others raise substantial doubt
about the Company's ability to continue as a going concern.

Inflation
---------

         Management believes that inflation has not had a material effect on the
Company's results of operations.

Need for Additional Financing
-----------------------------

The Company will require substantial additional financing to complete the
capitalization of its business plan. The additional financing will be used
primarily for payment of past due liabilities and for the establishment and
implementation of marketing programs. The Company can give no assurance that it
will successfully negotiate or obtain additional financing, or that it will
obtain financing on terms favorable or acceptable to it. The Company's ability
to obtain additional capital depends on market conditions, the global economy
and other factors outside its control. If the Company does not obtain adequate
financing or such financing is not available on acceptable terms, the Company's
ability to satisfy its liabilities, finance its expansion, develop or enhance
products and services or respond to competitive pressures would be significantly
limited. The Company's failure to secure necessary financing could have a
material adverse effect on its business, prospects, financial condition and
results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Changes in United States interest rates would affect the interest
earned on the Company's cash and cash equivalents. Based on the Company's
overall interest rate exposure at December 31, 2003, a near-term change in
interest rates, based on historical movements, would not materially affect the
fair value of interest rate sensitive instruments. The Company's debt
instruments have fixed interest rates and terms and, therefore, a significant
change in interest rates would not have a material adverse effect on the
Company's financial position or results of operations.

                                       5
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the 34
Act) as of a date (the "Evaluation Date") within 90 days prior to the filing
date of this report. Based upon that evaluation, the CEO and CFO concluded that,
as of December 31, 2003, our disclosure controls and procedures were effective
in timely alerting them to the material information relating to us (or our
consolidated subsidiaries) required to be included in our periodic filings with
the SEC. Based on their most recent evaluation as of the Evaluation Date, the
CEO and the CFO have also concluded that there are no significant deficiencies
in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company's ability to record,
process, summarize and report financial information, and such officers have
identified no material weaknesses in internal controls.

There were no significant changes made in our internal control over financial
reporting during the quarter ended December 31, 2003 that are reasonably likely
to significantly affect these controls. Thus, no corrective actions with regard
to significant deficiencies or material weaknesses were necessary.

                                 PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         In September 2003, the Company was served with a lawsuit filed in the
Supreme Court of New York, County of New York, by Stern & Co Communications LLC,
d/b/a Stern & Co. Stern alleged that the Company had breached a contract with
them by failing to tender payment in full for services rendered. Stern was
seeking to recover damages in the amount of $35,000, and a warrant to purchase
36,000 shares of the Company's common stock. In November, 2003, the parties
executed a stipulation of settlement pursuant to which the Company has agreed to
issue to Stern a total of 15,000 shares of common stock and a warrant to
purchase 15,000 share of common stock, to have an exercise price equal to the
stock price upon the date of issuance.

         In October, 2003, the Company, and its wholly-owned subsidiary, Z
Prompt, Inc., were served with a lawsuit by Paul Musco, the former President of
Z Prompt, which was filed in Superior Court of California, County of Orange. Mr.
Musco is alleging that the Company and/or Z Prompt have breached various
agreements, including a breach of a promissory note and his employment
agreement. He is seeking damages in the approximate aggregate amount of
$500,000. The Company intends to vigorously defend these claims. In December
2003, the Company filed a cross-complaint against Mr. Musco.

         In October, 2003, the Company, Z Prompt and certain individuals were
served with a lawsuit filed by Nathalie Luu, a former employee of Z Prompt,
which was filed Superior Court of California, County of Orange. Ms. Luu, who was
an accounting clerk at Z Prompt, is seeking unspecified damages based on claims
of intentional infliction of emotional distress and unlawful retaliation. The
Company believes the claims are without merit and intends to defend them
vigorously.

                                       6
<PAGE>


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         The Company issued the following unregistered securities during the
three month period ended December 31, 2003.

PREFERRED STOCK

         In December 2003, the Company issued 8,471 shares of Series A preferred
stock and $1,200,000 of convertible notes payable for 3,325,000 shares of free
trading common stock of Material Technologies, Inc., a publicly traded company
on the Over-The-Counter Bulletin Board under the symbol "MTNA." The Company
obtained an independent valuation of the common stock received, which
approximated $4,478,000. The Series A Preferred Stock converts at a fixed rate
of 1,000 shares of common stock for each share of preferred stock. The Series A
Preferred Stock was issued in reliance upon section 4(2) under the Securities
Act of 1933 as amended.

COMMON STOCK

In December 2003, the Company issued 112,000 shares of restricted Common Stock
for cash totaling $39,200 in reliance upon Regulation S under the Securities
Act of 1933 as amended.

In October 2003, the Company issued 150,000 shares of restricted Common Stock
for cash totaling $37,500 in reliance upon Regulation S under the Securities
Act of 1933 as amended.

In October 2003, the Company issued 50,000 shares of restricted Common Stock for
cash totaling $12,500 in reliance upon Regulation S under the Securities Act of
1933 as amended.

In October 2003, the Company issued 100,000 shares of restricted Common Stock
for cash totaling $25,000 in reliance upon Regulation S under the Securities
Act of 1933 as amended.

In October 2003, the Company issued 992,000 shares of restricted Common Stock
for cash totaling $242,842 in reliance upon Regulation S under the Securities
Act of 1933 as amended.

In October 2003, the Company issued 150,000 shares of restricted Common Stock
for cash totaling $37,500 in reliance upon Regulation S under the Securities
Act of 1933 as amended.

In December 2003, the Company issued 256,008 shares of restricted Common Stock
for cash totaling $62,671 in reliance upon Regulation S under the Securities
Act of 1933 as amended.

In October 2003, the Company issued 400,000 shares of restricted Common Stock
for cash totaling $100,000 in reliance upon Regulation S under the Securities
Act of 1933 as amended.

In December 2003, the Company issued 500,000 shares of restricted Common Stock
for cash totaling $175,000 in reliance upon Regulation S under the Securities
Act of 1933 as amended.

In November 2003, the Company issued 30,000 shares of restricted Common Stock
for cash totaling $3,672 in reliance upon Regulation S under the Securities Act
of 1933 as amended.


                                       7
<PAGE>

In December 2003, the Company issued 6,250,000 shares of restricted Common Stock
for cash totaling $750,000 in reliance upon Section 4(2) of the Securities Act
of 1933 as amended.

In October 2003, the Company issued 530,000 shares of Restricted Common Stock in
Connection With a net-exercise transaction by a consultant, in reliance upon
Section 4(2) of the Securities Act of 1933 as amended.

In October 2003, the Company issued 403,125 shares of Restricted Common Stock in
Connection With a net-exercise transaction by a consultant, in reliance upon
Section 4(2) of the Securities Act of 1933 as amended.

In December 2003, the Company issued 5,000 shares of Restricted Common Stock in
Connection With a settlement agreement with a consultant, in reliance upon
Section 4(2) of the Securities Act of 1933 as amended.

In October 2003, the Company issued 7,741,936 shares of restricted common stock
as collateral for potential cash borrowings approximating $1,600,000 ("Secured
Note"), less applicable commissions. The Secured Note will accrue interest at
5.5%, will require quarterly interest only payments through maturity and matures
two years from receipt of proceeds. As of the date of this filing, the Company
has not received any proceeds or paid any related commissions. The Stock was
issued in reliance upon Section 4(2) of the Securities Act of 1933 as amended.

STOCK OPTIONS AND WARRANTS

In October 2003, the Company granted warrants to purchase 500,000 shares of the
Company's restricted Common Stock at an exercise price of $.35 per share. These
warrants vested upon grant and are exercisable through October 2008 in reliance
upon Regulation S under the Securities Act of 1933 as amended.

In October 2003, the Company granted warrants to purchase 992,000 shares of the
Company's restricted Common Stock at an exercise price of $.24 per share. These
warrants vested upon grant and are exercisable through October 2008 in reliance
upon Regulation S under the Securities Act of 1933 as amended.

In October 2003, the Company granted warrants to purchase 256,008 shares of the
Company's restricted Common Stock at an exercise price of $.24 per share. These
warrants vested upon grant and are exercisable through October 2008 in reliance
upon Regulation S under the Securities Act of 1933 as amended.

In December 2003, the Company granted warrants to purchase 992,000 shares of the
Company's restricted Common Stock at an exercise price of $.24 per share. These
warrants vested upon grant and are exercisable through December 2008 in reliance
upon Regulation S under the Securities Act of 1933 as amended.

In December 2003, the Company granted warrants to purchase 256,008 shares of the
Company's restricted Common Stock at an exercise price of $.24 per share. These
warrants vested upon grant and are exercisable through December 2008 in reliance
upon Regulation S under the Securities Act of 1933 as amended.

In December 2003, the Company granted warrants to purchase 112,000 shares of the
Company's restricted Common Stock at an exercise price of $.35 per share. These
warrants vested upon grant and are exercisable through December 2008 in reliance
upon Regulation S under the Securities Act of 1933 as amended.

In October 2003, the Company granted warrants to purchase 1,125,000 shares of
the Company's restricted Common Stock at an exercise price of $.12 per share.
These warrants vested upon grant and are exercisable through October 2008 in
reliance upon Regulation S under the Securities Act of 1933 as amended.

In December 2003, the Company granted warrants to purchase 15,000 shares of the
Company's restricted Common Stock at an exercise price of $.18 per share. These
warrants vested upon grant and are exercisable through December 2008 in reliance
upon Section 4(2) of the Securities Act of 1933 as amended.

                                       8
<PAGE>

In October 2003, the Company granted warrants to purchase 1,000,000 shares of
the Company's restricted Common Stock at an exercise price of $.06 per share.
These warrants vested upon grant and are exercisable through October 2008 in
reliance upon Section 4(2) of the Securities Act of 1933 as amended.

In October 2003, the Company granted warrants to purchase 5,000,000 shares of
the Company's restricted Common Stock at an exercise price of $.06 per share.
These warrants vested upon grant and are exercisable through October 2008 in
reliance upon Section 4(2) of the Securities Act of 1933 as amended.

In December 2003, the Company granted warrants to purchase 2,264,492 shares of
the Company's restricted Common Stock at an exercise price of $1.55 per share.
These warrants vested upon grant and are exercisable through December 2008 in
reliance upon Section 4(2) of the Securities Act of 1933 as amended.

In December 2003, the Company granted warrants to purchase 6,793,478 shares of
the Company's restricted Common Stock at an exercise price of $1.55 per share.
These warrants vested upon grant and are exercisable through December 2008 in
reliance upon Section 4(2) of the Securities Act of 1933 as amended.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

         None

ITEM 5.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (1) Reports on Form 8-K:

         (2)      Exhibits

                  31.1     Certification of Dennis Vadura

                  31.2     Certification of Craig A. Hewitt

32.1     Certification of Dennis Vadura

                   32.2     Certification of Craig A. Hewitt

                                   Signatures

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

February 23, 2004

AccuPoll Holding Corp.

By: /s/ Dennis Vadura                         By: /s/ Craig A. Hewitt
-------------------------------               --------------------------------
Dennis Vadura                                 Craig A. Hewitt, Chief Financial
Chairman of the Board, President              Officer and principal financial
and Chief Executive Officer                   and accounting officer


                                       9