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

                                    Form 10-Q

(Mark One)
    [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
           ENDED SEPTEMBER 30, 2005

                                       or

    [_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
           FROM __________ TO __________
           COMMISSION FILE NUMBER  ________________________________


                              ACUPOLL HOLDING CORP.
                              ---------------------
                 (Name of small business issuer in its charter)

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


                15101 Red Hill Ave. Suite # 220, Tustin, CA 92780
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

                                 WITH COPIES TO:

                             Gregory Sichenzia, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                                 (212) 930-9700

      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 [_]

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

                      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: As of November 11, 2005, the
issuer had 260,906,385 outstanding shares of Common Stock, $.001 par value per
share.


<PAGE>


                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----
                             PART I - FINANCIAL INFORMATION

Item 1. Financial Statements...........................................     2

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................    20

Item 3. Quantitative and Qualitative Disclosures About Market Risk.....    32

Item 4. Controls and Procedures........................................    32

                              PART II - OTHER INFORMATION

Item 1. Legal Proceedings..............................................    33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds....    33

Item 3. Defaults Upon Senior Securities................................    34

Item 4. Submission of Matters to a Vote of Security Holders............    34

Item 5. Other Information..............................................    34

Item 6. Exhibits.......................................................    34


                                       1
<PAGE>


                         PART I - FINANCIAL INFORMATION

      Item 1. Financial Statements.

                             ACCUPOLL HOLDING CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                 (Unaudited)
                                                             September 30, 2005      June 30, 2005
                                                             ------------------   ------------------
<S>                                                          <C>                  <C>
                                ASSETS
CURRENT ASSETS
  Inventory                                                  $          315,124   $          275,243
  Prepaid expenses and other current assets                             166,593              276,172
  Assets of discontinued operations                                       1,960               27,497
                                                             ------------------   ------------------
         Total Current Assets                                           483,677              578,912

PROPERTY & EQUIPMENT, net                                                21,099               14,038
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net                             585,439              797,652
OTHER ASSETS                                                             23,383               28,381
                                                             ------------------   ------------------

         TOTAL ASSETS                                        $        1,113,598   $        1,418,983
                                                             ==================   ==================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Cash overdraft                                             $          111,625   $           56,357
  Accounts payable and accrued expenses                               1,503,477            1,745,158
  Related party payable                                               1,412,710            1,420,210
  Notes and accrued interest to related parties                         288,626              416,250
  Notes payable                                                          15,000               15,000
  Convertible debt, net of discount                                   1,211,670              626,125
  Obligation to issue registered common stock                           950,000                   --
  Put liability related to warrant issuance                             163,760              163,760
  Liabilities of discontinued operations                                377,266              543,786
                                                             ------------------   ------------------
         Total Current Liabilities                                    6,034,134            4,986,646

EQUITY INSTRUMENTS SUBJECT TO RESCISSION                                 87,400            1,415,000

CONVERTIBLE DEBT, including accrued interest of $115,325                     --            3,541,571

COMMITMENTS AND CONTINGENCIES                                                --                   --

CONVERTIBLE SERIES A REDEEMABLE PREFERRED
  STOCK, $0.01 par value, 80,000 shares authorized;
  11,250 and 3,100 shares outstanding at September 30
  and June 30, 2005, respectively;
  preference on liquidation of $100 per share                         1,125,000              310,000

STOCKHOLDERS' DEFICIT
  Common stock, par value of $0.001, 600,0000,000
  shares authorized; 260,795,317 and 235,591,757 shares
  issued and outstanding at September 30
  and June 30, 2005, respectively                                       260,796              235,592
  Additional paid-in capital                                         30,333,286           25,448,544
  Subscription receivable                                                    --              (60,000)
  Accumulated Deficit                                               (36,727,018)         (34,458,370)
                                                             ------------------   ------------------
         Total Stockholders' Deficit                                 (6,132,936)          (8,834,234)
                                                             ------------------   ------------------

         TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND
         STOCKHOLDERS' DEFICIT                               $        1,113,598   $        1,418,983
                                                             ==================   ==================
</TABLE>

        SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS


                                       2
<PAGE>

                             ACCUPOLL HOLDING CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

          For the Three Month Periods Ended September 30, 2005 and 2004
                                   (Unaudited)


                                                                    (Restated)
                                                       2005            2004
                                                  -------------   -------------
NET SALES                                         $          --   $          --

COST OF SALES                                                --              --
                                                  -------------   -------------

GROSS PROFIT                                                 --              --

EXPENSES
  Selling, general and administrative                   734,366         641,939
  Professional fees                                   2,134,213         972,598
  Interest                                              106,943         483,605
  Amortization of capitalized software costs            212,213         693,874
  Gain on forgiveness of debt                        (1,208,123)             --
                                                  -------------   -------------
                                                      1,979,612       2,792,016
                                                  -------------   -------------
NET LOSS FROM CONTINUING OPERATIONS                  (1,979,612)     (2,792,016)

DISCONTINUED OPERATIONS

  Net income (loss) from discontinued operations         (3,915)          7,190
                                                  -------------   -------------

NET LOSS                                          $  (1,983,527)  $  (2,784,826)
                                                  =============   =============

Basic and diluted loss per share
      Continuing operations                       $       (0.01)  $       (0.02)
      Discontinued operations                               --               --
      Net Loss                                    $       (0.01)  $       (0.02)

                                                  =============   =============

Weighted average number of common
shares outstanding                                  235,500,524     175,165,060
                                                  =============   =============

        SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS


                                       3
<PAGE>

                             ACCUPOLL HOLDING CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

          For the Three Month Periods Ended September 30, 2005 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           (Restated)
                                                                                              2005             2004
                                                                                           -----------     -----------
<S>                                                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations                                                         (1,979,612)     (2,792,016)
Adjustments to reconcile net loss from continuing
    operations to net cash used in operating activities
      Depreciation and amortization                                                            214,198         693,874
      Gain on forgiveness of debts                                                          (1,208,123)             --
      Estimated fair value of options and warrants granted for services                      1,775,000         693,700
      Estimated fair value of common stock issued for services                                 116,000               9
      Amortization of estimated fair value of warrants granted and beneficial
        conversion feature in connection with the issuance of convertible notes payable         53,809         392,500
      Changes in operating assets and liabilities:
      Inventories                                                                              (39,881)        (38,781)
      Prepaid expenses                                                                         109,579         (38,585)
      Other assets                                                                             (85,037)         27,488
      Accounts payable and accrued expenses                                                   (115,325)         22,252
      Related party payables                                                                    (7,500)        (14,000)
      Increase in software development costs                                                        --          (5,199)
                                                                                           -----------     -----------
Net cash used in continuing operations                                                      (1,166,892)     (1,058,758)
                                                                                           -----------     -----------
  Net (loss) income from discontinued operations                                                (3,915)          7,190
  Changes in net assets and liabilities of discontinued operations                             (43,616)       (195,482)
                                                                                           -----------     -----------
Net cash used in discontinued operation                                                        (47,531)       (188,292)
                                                                                           -----------     -----------
Net cash used in operating activites                                                        (1,214,423)     (1,247,050)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                                             (9,046)         (3,162)
                                                                                           -----------     -----------

Net cash used in investing activities                                                           (9,046)         (3,162)
                                                                                           -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable to related
  parties                                                                                      132,376              --
Principal payments of notes payable                                                                 --         (10,000)
Proceeds from issuance of convertible notes payable                                            297,473         762,500
Principal payments of convertible notes payable                                                     --        (312,500)
Proceeds from issuance of preferred stock,
  net of issuance costs                                                                        738,352              --
Proceeds from issuance of common stock                                                              --       1,467,384
Proceeds from issuance of commons stock upon
  exercise of warrants, net                                                                         --           3,000
                                                                                           -----------     -----------

Net cash provided by financing activities                                                    1,168,201       1,910,384
                                                                                           -----------     -----------

Net increase (decrease) in cash                                                                (55,268)        660,172
  Cash (overdraft) at beginning of period                                                      (56,357)        113,789
                                                                                           -----------     -----------
  Cash (overdraft) at end of period                                                        $  (111,625)    $   773,961
                                                                                           ===========     ===========
</TABLE>

....Continued

        SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS


                                       4
<PAGE>


     SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES

     Non-cash financing and investing activities consist of the following:

                                                                      (Restated)
                                                            2005         2004
                                                       -------------  ----------
Fair value of beneficial conversion feature with
  convertible debt                                     $      25,736  $  392,500
                                                       =============  ==========
Issuance of convertible debt in settlement of
  notes payable to related parties                     $     260,000  $       --
                                                       =============  ==========
Contractual obligation to issue common stock in
  upon convertible debt conversion                     $     950,000  $       --
                                                       =============  ==========
Change in equity instruments subject to rescission     $  (1,327,600) $  100,000
                                                       =============  ==========
Common stock issued in settlement of trade debt        $      97,367  $       --
                                                       =============  ==========
Common stock issued upon convertible debt conversion   $     910,400  $       --
                                                       =============  ==========
Imputed dividends on convertible redeemable preferred
  stock                                                $     285,121  $       --
                                                       =============  ==========
Par value of common stock issued with cashless
  exercise of warrants and options                     $          --  $   18,806
                                                       =============  ==========

        SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS


                                       5
<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                   NOTES TO CONDENSED CONSOLIDATED STATEMENTS
                                   (Unaudited)

Unless the context requires otherwise, "we", "us" or "our" refers to AccuPoll
Holding Corp. and its subsidiaries on a consolidated basis.

NOTE 1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared
in accordance with the Securities and Exchange Commission's ("SEC") regulations
for interim financial information. Accordingly, they do not include all of the
disclosures required by accounting principles generally accepted in the United
States of America ("GAAP") for complete set of 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-K annual report of the Company for the year ended June 30, 2005. In
the opinion of management, all adjustments (which consist only of normal and
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations for the three month period ended September
30, 2005 are not necessarily indicative of the results that may be expected for
the entire fiscal year.

GOING CONCERN CONSIDERATIONS

The accompanying consolidated financial statments have been prepared assuming
that the Company will continue as a going concern which contemplates, among
other things, the realization of assets and satisfaction of liabilities in the
ordinary course of business. The Company has incurred losses through September
30, 2005, has an accumulated deficit and negative working capital at that date
of approximately $36.7 million and $5.5 million, respectively, and has a lack of
operational history which, among other factors, raise substantial doubt about
its ability to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might results from the
outcome of this uncertainty.

In May 2005, the Company received federal certification of its Voting System
allowing the Company to market the system to prospective customers. The Company
has entered into revenue-generating contracts from its Voting System operations
in the fourth quarter of fiscal year 2005 and in the first quarter of fiscal
year 2006 with 4 Texas counties; however there is no assurance of any future
revenues or how the product will be received by the market at large. In
September 2005, pursuant to extensive negotiations that led to a restructuring
of a significant portion of our debt obligations, convertible debt holders
exercised their conversion rights under the terms of the debentures on
outstanding principal $2,242,000 and received 59 million shares of the Company's
common stock to be issued in installments through May 2006. All remaining
principal and accrued interest totaling approximately $1,208,000 on the June
2003 Debenture and the November 2003 Notes was forgiven and an unexercised
warrant for 6,400,000 common shares issued in June 2003 in connection with the
June 2003 Debenture was canceled. The Company will require substantial
additional funding for continuing the development and marketing of its product.
There is no assurance that the Company will be able to obtain sufficient
additional funds when needed or that such funds, if available, will be
obtainable on terms satisfactory to the Company.

Management has taken actions to address these matters, which include:

o Retention of experienced management personnel with particular skills in the
commercialization and marketing of such products;


                                       6
<PAGE>


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

o Raising additional funds through the sale of debt and/or equity securities.

Federal, State and various foreign government regulations govern the sale of the
Company's products. There can be no assurance that the Company will receive
further regulatory approvals which may be required to market its products.

The Company intends to fund operations through sales of the Voting System, and
although the Company just recently received federal certification of its Voting
System in May 2005 and has entered into sales contracts, there is no commitment
by any customers or prospects for the purchase of any of the proposed products
in quantities sufficient to fund the operations of the Company. In the absence
of significant sales and profits, the Company may seek to raise additional funds
to meet its working capital requirements through debt and/or equity financing
arrangements. Management believes that we will require an additional $6.4
million in financing over the next twelve months to pay past due payables and
continue operations. Of the $6.4 million in financing needed, management
believes that we will need approximately $2 million to pay past due payables,
$3.8 million to continue operations as currently conducted for the next twelve
months and $0.6 million for product development. 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.

There is no assurance that management's plans will be attained. Consequently,
the accompanying consolidated financial statements do not include any
adjustments that might result from the Company's inability to continue as a
going concern.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the
AccuPoll Holding Corp. ("Parent Company") and its wholly-owned subsidiary
AccuPoll, Inc. In addition, the accounts of Z prompt, Inc. ("Z prompt"), a
wholly-owned subsidiary, are included in such financial statements as
discontinued operations. All significant inter-company balances and transactions
have been eliminated in consolidation.

Except where the context requires otherwise, the entities named in the preceding
paragraph are hereinafter collectively referred to as the "Company."

STOCK-BASED EMPLOYEE COMPENSATION

In October 2004, the Company adopted The AccuPoll Holding Corp. 2004 Incentive
Stock Plan (the 2004 ISP). As of September 22, 2005, no options had been granted
under the 2004 ISP and it had not been put to vote by the Company's
shareholders. On September 22, 2005, the Company's Board of Directors approved
the termination of the 2004 ISP.

On September 22, 2005, the Company's Board of Directors approved the adoption of
The AccuPoll Holding Corp. 2005 Incentive Stock Plan (2005 ISP), reserved 60
million shares of common stock for issuance under this plan, and authorized the
issuance options to purchase 51,538,000 shares of the Company's common stock to
qualified grantees. The 2005 ISP allows the Company to issue either stock awards
or restricted stock purchase offers (or options to purchase stock), as defined,
to directors, officers, employees and consultants of the Company. The exercise
price of options shall be no less than 100% (110% for grantees owning more than
10% of the Company's common stock, as defined) of the fair market value on the
date of grant. Options shall vest no less than 20% per year and no sooner than
six month from the date of grant unless approved by the Board of Directors and
shall expire no later than ten years from the date of grant. Unvested options
shall terminate upon cessation of the grantee's status as a director, officer,
employee or consultant to the Company. On September 22, 2005, the Board of
Directors approved grants vesting at 25% in six months and 25% each year
thereafter.


                                       7
<PAGE>


SFAS No. 123-R, "Share-Based Payment", a revision to SFAS No. 123, was issued in
December 2004 and requires that the compensation costs relating to share-based
payment transactions (including the cost of all employee stock options) be
recognized in the financial statements. That cost will be measured based on the
estimated fair value of the equity or liability instruments issued. SFAS No.
123-R covers a wide range of share-based compensation arrangements including
share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. SFAS No. 123-R replaces
SFAS No. 123, and supersedes APB Opinion No. 25. Due to a recent SEC
announcement delaying the effective date, the Company is required to apply SFAS
No. 123-R as of July 1, 2005. Thus, the Company's consolidated financial
statements will reflect an expense for (a) all share-based compensation
arrangements granted after June 30, 2005 and for any such arrangements that are
modified, cancelled, or repurchased after that date, and (b) the portion of
previous share-based awards for which the requisite service has not been
rendered as of that date, based on the grant-date estimated fair value. The
Company adopted SFAS No. 123-R effective July 1, 2005.

As the Company has not obtained shareholder approval for the 2005 ISP, the
aforementioned September 22, 2005 options to employees (qualified grantees) are
not considered outstanding for accounting purposes.

Prior to the adoption of SFAS No. 123-R, at June 30, 2005 and prior years, the
Company accounted for stock-based compensation to employees under the
recognition and measurement principles of Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations. The Company incurred no stock-based employee compensation cost
for the three month period ending September 30, 2004 under APB Opinion No. 25.
The following table illustrates three months pro-forma effect on net loss and
loss per common share if the Company had applied the fair value recognition
provisions of Statement of Financial Accounting Standards ("SFAS") No. 123R,
"Accounting for Stock-Based Compensation," to stock-based employee compensation.

                                          Three Months Ended
                                          September 30, 2004
                                          ------------------

          Net loss available to common    $       (1,983,527)
             stockholders, as reported *
          Pro forma compensation expense             (23,105)
                                          ------------------
          Pro forma net loss              $       (2,006,632)

* These amounts include interest related to certain equity instruments subject
to rescission (see Note 5).

INVENTORIES

Inventories are stated at the lower of cost or estimated market and consist
entirely of finished goods. Cost is determined on a weighted average basis that
approximates the first-in, first-out method. Market is estimated 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.

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 software development
costs are amortized on a straight-line basis over the estimated economic life of
the products, beginning (as applicable) with the general product release to
customers or when the Voting System qualified under certain federal standards.
Research and development costs incurred prior to establishing technological
feasibility and costs incurred subsequent to the events described in the
preceding sentence are charged to expense as incurred.


                                       8
<PAGE>


The development of our voting system first met technological feasibility
requirements in fiscal 2003 and was qualified as meeting certain 1990 federal
voting system standards in late March 2004 at which time we ceased
capitalization of costs and began amortizing them. The costs of developing our
voting system to 1990 standards totaling approximately $2,720,000 were fully
amortized through June 30, 2005. Upon obtaining the 1990 voting system standards
we immediately began to further develop our voting system to meet certain 2002
federal voting system standards, for which we received qualification in May
2005. We began amortizing the capitalized development costs incurred to meet the
2002 voting system standards of approximately $1,053,000 in June 2005.
Accumulated amortization of 2002 voting system standards capitalized software
development costs is approximately $487,000 and $275,000 at September 30 and
June 30, 2005, respectively. No development costs were capitalized in the three
month period ended September 30, 2005.

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. In fiscal year 2005, the Company re-evaluated the
estimated life of its software as a result of the change to 2002 voting
standards. Consequently, the estimated useful life was reduced to one year.

LOSS PER COMMON SHARE

The following is a reconciliation of the numerators and denominators of the
basic and diluted loss per common share computations for the three month periods
ended September 30, 2005 and 2004:

                                                       Three Months Ended
                                                           September 30,
                                                  -----------------------------
                                                   (Unaudited)      (Unaudited)
                                                       2005            2004
                                                  -------------   -------------
Net loss, as reported                             $  (1,983,527)  $  (2,784,826)

Interest related to equity
instruments subject to rescission                       (12,400)       (100,000)
                                                  -------------   -------------
Dilutive net loss attributable to
common stockholders                               $  (1,995,927)  $  (2,884,826)
                                                  =============   =============
Shares used to compute loss per
common share:                                       235,500,524     175,165,060
                                                  =============   =============
Basic and diluted loss per common
share:                                            $       (0.01)  $       (0.01)
                                                  =============   =============

RESTATEMENT OF QUARTERLY RESULTS

In the fourth quarter of fiscal year 2005, the Company recorded adjustments that
affect the net loss reported in previous quarters. The effect of these
adjustments on the first three quarters of fiscal 2005 is summarized below:



<TABLE>
<CAPTION>
                                                             Quarter Ended
                                               -----------------------------------------
                                                (Unaudited)   (Unaudited)    (Unaudited)
                                                 9/30/04        12/31/04       3/31/05
                                               ------------   ------------   -----------
<S>                                            <C>            <C>            <C>
Net loss, as previously reported               $ (3,687,072)  $ (2,100,705)  $ (2,026,401)
  Fair value of warrants granted for services       794,190       (693,700)      (639,967)
  Interest expense including BCFs                  (141,206)      (148,349)      (251,419)
  Capitalized R&D costs                            (132,255)            --             --
  Legal fees expenses                                    --         55,025        204,349
  Fund raising expenses                             381,517             --         66,035
                                               ------------   ------------   ------------
Net loss, as restated                          $ (2,784,826)  $ (2,887,729)  $ (2,647,403)

                                               ============   ============   ============
    Balance of Retained Earnings               $ 26,424,375   $ 29,209,201   $ 31,856,604
</TABLE>


                                       9
<PAGE>

In the first fiscal quarter, the Company recorded professional fees expense to
recognize the fiscal 2005 amortization of the fair value of warrants issued for
services in fiscal 2004. The Company expensed an amount greater than was
appropriate in the first fiscal quarter and no expense was recorded for this
fair value amortization in the second or third fiscal quarters. An adjustment
was recorded in the fourth fiscal quarter to expense the proper amortization for
the fiscal year.

During the course of the fiscal year 2005, the Company borrowed under
convertible debenture agreements and recorded the beneficial conversion features
as a debt discount. The underlying borrowings occurred in each of the first
three fiscal quarters however the BCF was not recorded in the Company's accounts
until the fourth fiscal quarter.

In the first fiscal quarter, the Company capitalized certain costs more
appropriately classified as research and development. An adjustment was made in
the fourth fiscal quarter to expense these costs.

In the second and third fiscal quarters, the Company issued shares of common
stock for legal services and recorded expense for the fair market value of the
shares issued. The expense recorded exceeded amounts due for services provided
through March 31, 2005.

During the first and third fiscal quarters, the Company expensed costs
associated with fund raising activities rather than offsetting the proceeds of
funds raised. An adjustment was recorded in the fourth fiscal quarter to reduce
expense and additional paid-in capital.

The accompanying condensed consolidated financial statements for the three month
period ended September 30, 2004 have been restated to include the adjustments
discussed above.

SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS

See "Share-Based Employee Compensation" caption above for discussion of SFAS No.
123-R, "Share-Based Payment", a revision to SFAS No. 123, issued in December
2004. There are no other recently issued accounting pronouncements that will
have a significant affect on the consolidated financial statements of the
Company.

NOTE 2. DISCONTINUED OPERATIONS

Shut down of Z prompt, Inc.

In June 2005, with support of the Board of Directors, management of the Company
decided to wind down the activities of Z prompt, Inc. and to close this
subsidiary during the first quarter of 2006. Employees and customers were
notified in June 2005 and customer contracts were terminated, without penalty.

The decision to close the Z prompt subsidiary was reached after analysis of Z
prompt's contracts and long-term cash flow forecast together with receipt by
AccuPoll, Inc. of federal certification (to federally mandated "2002 standards")
of its Voting System in May 2005. Although Z prompt emerged from bankruptcy in
February 2005, it has not been profitable since its acquisition in November
2003. Management evaluated the losses attributed to Z prompt and determined that
reaching sustained profitability in the subsidiary at any time in the near
future was unlikely. Further, with receipt of the "2002 standards" federal
certification, the Company will now focus on seeking state certifications and
broadly marketing its Voting System as well as fund raising to support these
endeavors.


                                       10
<PAGE>


The wind down process entailed terminating customer contracts, reducing staff,
collecting outstanding balances due Z prompt and paying its obligations. The
wind down is substantially complete at September 30, 2005 with the exception of
paying remaining liabilities. Funds available from Z prompt operations including
the collection of amounts due and the sale of assets are not sufficient to
settle all debts of Z prompt. The Company may have to assume responsibility for
payment of this deficiency, including its line of credit facility with a bank in
the amount of $64,191 at September 30, 2005.

Results of Discontinued Operations

Based on management's decision to shut down the Z prompt subsidiary in June 2005
together with the termination of customer contracts, staff reductions and
partial repayment of the outstanding obligations, the Company has accounted for
the activities of the subsidiary as discontinued operations in all periods
presented.

Revenues and expenses from Z prompt for the three month periods ended September
30, 2005 and 2004 are summarized below:

                                                       (Unaudited)   (Unaudited)
                                                           2005          2004
                                                       -----------   -----------
Sales                                                  $   169,554   $   494,244
Cost of Sales                                              128,608       329,357
                                                       -----------   -----------
  Gross Profit                                              40,946       164,887
Expenses
  General and administrative                                36,294       154,482
  Professional fees and legal settlements                    5,695            --
  Interest                                                   2,872         3,215
                                                       -----------   -----------
Net income (loss) from discontinued
  operations                                           $    (3,915)  $     7,190
                                                       ===========   ===========

The Company recognized impairments related to Zprompt in prior years.
Consequently, there is no additional loss to be recognized by the Company
related to the discontinuance of Z prompt.

Net Assets and Liabilities of Discontinued Operations

At September 30 and June 30, 2005, the net assets and liabilities of the
discontinued operations were as follows:

                                                       (Unaudited)     (Audited)
                                                      September 30,     June 30,
                                                          2005            2005
                                                       ----------     ----------
Assets of discontinued operations
  Accounts receivable, net of allowance of zero and
    $20,000 at September 30 and June 30, 2005,
    respectively                                       $       --     $   13,684
  Inventories                                                  --          8,793
  Other                                                     1,960          5,020
                                                       ----------     ----------
    Totals                                             $    1,960     $   27,497
                                                       ==========     ==========
Liabilities of discontinued operations
  Accounts payable and accrued expenses                $  313,075     $  471,900
  Deferred revenues                                            --         10,320
  Line of credit                                           64,191         61,566
                                                       ----------     ----------
    Totals                                             $  377,266     $  543,786
                                                       ==========     ==========


                                       11
<PAGE>


Z prompt has a revolving line of credit agreement (the "Line") with a financial
institution which is in default at September 30, 2005. The Line bears interest
at a variable rate when not in default and an additional 7% when in default
equating to 13.75% per annum at September 30, 2005. A shareholder of the
Company, who is a former majority shareholder of Z prompt, has guaranteed the
Line. The Line is not collateralized by assets of the Company or Z prompt, Inc.
At September 30 and June 30, 2005 the outstanding borrowings under the Line
total $64,191 and $61,566, respectively, and are included in accounts payable
and accrued expenses in the above table.

NOTE 3. NOTES PAYABLE

At September 30 and June 30, 2005 we have notes payable as follows:

                                                     (Unaudited)      (Audited)
                                                    September 30,     June 30,
                                                         2005           2005
                                                    -------------  -------------
Notes payable to officers                           $          --  $     260,000
Notes payable to director                                 288,626        156,250
                                                    -------------  -------------
  Notes payable to related parties                        288,626        416,250
Other                                                      15,000         15,000
                                                    -------------  -------------
                                                    $     303,626  $     431,250
                                                    =============  =============

In August 2005, the Company issued two convertible notes payable to officers of
the Company in exchange for the cancellation of notes payable of $260,000 from
borrowings through June 2005, which were to become due on September 30, 2005.
See Note 4 for additional discussion.

On September 30, 2005, the Company entered into an agreement increasing the
principal amount of a loan from one of the Company's directors, by $132,416 to
$288,626. The loan is documented by a promissory note in the principal amount of
$288,626, as amended. The principal amount of the note plus interest at the rate
of 10% per annum is due at any time upon demand but no later than May 23, 2007.
In connection with the loan amendment, the Company entered into an intellectual
property security agreement (the "Security Agreement") with the note holder
dated September 30, 2005. Pursuant to the Security Agreement, the Company
granted the note holder a security interest in all of the Company's intellectual
property as collateral for the payment and performance of the Company's
obligations under the note. Management of the Company believes the terms of the
note, as amended, and the Security Agreement are at least as favorable as could
be obtained from unrelated third parties.

NOTE 4. CONVERTIBLE NOTES PAYABLE

At September 30 and June 30, 2005 we have convertible notes payable as follows:

                                                     (Unaudited)     (Audited)
                                                    September 30,     June 30,
                                                         2005           2005
                                                    -------------  -------------
Convertible notes payable ("June 2003 and
  November 2003 debentures")                        $          --  $   3,426,245
Convertible notes payable, net of discount                381,125        369,876
Convertible note payable to director, net
  of discount                                             293,750        256,250
Convertible notes payable to officers, net
  of discount                                             536,795             --
                                                    -------------  -------------
                                                    $   1,211,670  $   4,052,371
                                                    =============  =============

                                       12
<PAGE>


June 2003 and November 2003 Debentures

In June 2003, the Company secured a convertible debenture ("June 2003
Debenture") which, at the discretion of the convertible debenture grantor (the
"Grantor"), may provide us loans of up to $1,250,000, as amended. The
convertible debenture bears interest at an annual rate of 10% and originally
matured on December 31, 2003, but has been extended to June 30, 2005. The
debenture is convertible on ninety days written notice by Grantor at the lesser
of (i) 50% of the average three lowest closing prices for our common stock for
the twenty days immediately preceding the conversion date or (ii) $0.0625 per
share. In connection with such borrowing, the Company granted a warrant to
purchase 6,400,000 shares of the Company's restricted common stock at an
exercise price of $0.0625 per common share. At June 30, 2005, we had net
borrowings outstanding of $917,650 under the June 2003 Debenture.

In November 2003, the Company secured a revolving credit facility, in the form
of two seven-month convertible debentures ("November 2003 Debentures") which, at
the discretion of the convertible debenture grantor (the "Grantor"), may provide
us loans of up to $5 million, as amended. The debentures bear interest at an
annual rate of 10% and originally matured on June 30, 2004, but have been
extended to June 30, 2005. The debentures are convertible on ninety days written
notice by the holders at the lesser of (i) 50% of the average three lowest
closing prices for our common stock for the twenty days immediately preceding
the conversion date or (ii) $.0625 per share. At June 30, 2005, we had net
borrowings outstanding of $2,508,595 under the November 2003 Debentures.

In August 2005, holders of the November 2003 Debentures exercised their
conversion rights on principal of $120,000 and received 1,920,000 common shares
of the Company.

Effective September 26, 2005, the Company restructured these obligations as the
result of extensive negotiations between the parties. In connection with the
execution of a Conversion and Settlement Agreement with Mutual General Releases
between the holders of the June 2003 and November 2003 debentures ("2003
Debenture Holders") and the Company, the 2003 Debenture Holders exercised their
conversion rights under the terms of the debentures on outstanding
principal of $2,242,000 and received 20.8 million shares of the Company's common
stock and is entitled to an additional 38.2 million shares of the Company's
common stock to be issued in installments through June 2006.All remaining
principal and accrued interest totaling approximately $1,208,000 on the June
2003 Debenture and the November 2003 Notes was forgiven and an unexercised
warrant for 6,400,000 common shares issued in June 2003 in connection with the
June 2003 Debenture was canceled.

The Company recognized a gain on this transaction of approximately $1,208,000
representing the excess of the carrying amounts of the debt and interest over
the estimated value of the common stock ($0.038 per share) given to the 2003
Debenture Holders. The estimated value of the common stock was derived by
management based on arms-length negotiation with the holders, and represents a
bulk discount in relation to the quoted value of the stock on September 26, 2005
given the volume of shares to be issued. Further, as of September 30, 2005 the
Company has recorded a liability of $950,000 for the obligation to issue 25
million of the remaining shares at $0.038 per share. The classification as a
liability is in accordance with EITF 00-19-"Accounting for Derivative
Instruments Indexed to the Company's Own Stock" as the Company is obligated to
deliver 25 million registered shares at scheduled future dates. The carrying
amounts of the June 2003 and November 2003 Debentures included principal balance
of $3,426,246 plus accrued interest of $115,325 totaling $3,541,571.

In connection with the Conversion and Settlement Agreement With Mutual Releases,
on September 26, 2005 we entered into a Registration Rights Agreement pursuant
to which we agreed to register the resale of 25 million shares of common stock
beneficially owned by the Debenture Holders. We agreed to prepare and file such
registration statement within 60 days after the effectiveness of the current
registration statement on file with the Securities and Exchange Commission, or
within 60 days following the abandonment or termination of such registration
statement, or within 180 days following September 26, 2005, whichever date is
earliest.


                                       13
<PAGE>

Other Convertible Notes Payable

The Company has a convertible debenture with Lemanik SA. The convertible
debenture bears interest at an annual rate of 7% payable upon maturity at
October 15, 2005. The debenture is convertible into shares of common stock of
$0.10 per share. At September 30, 2005, we had balance of $75,000 under such
debenture.

The Company has a convertible debenture with one of our directors, Philip G.
Trubey. The convertible debenture bears interest at an annual rate of 10%
payable upon maturity at October 21, 2005. The debenture is convertible into
shares of common stock of $0.10 per share. At September 30, 2005, we had balance
of $300,000 under such debenture.

The Company has a convertible debenture with Maxfield International. The
convertible debenture bears interest at an annual rate of 7% payable
semi-annually in cash with an original maturity date of October 14, 2004. The
maturity date of the debenture was extended to September 30, 2005 with a further
extension available to December 31, 2005. The debenture is convertible in to
shares of common stock of $0.10 per share. At September 30, 2005, we had balance
of $308,000 under such debenture.

In August 2005, the Company issued two convertible notes payable to officers of
the Company in exchange for the cancellation of notes payable of $260,000 from
borrowings through June 2005, which were to become due on September 30, 2005,
and additional borrowings in August and September 2005 of approximately
$297,000. The debentures bear interest at an annual rate of 8%. One convertible
note with a balance of $432,875, net of a discount of $9,625, at September 30,
2005 matures on August 22, 2006 and is convertible by the holder at the rate of
$0.10 per share. The other convertible note with a balance of $103,920, net of a
discount of $11,052, at September 30, 2005 matures on August 25, 2006 and is
convertible by the holder at the rate of $0.118 per share. The Company recorded
the beneficial conversion feature of each convertible note as a debt discount in
the aggregate amount of approximately $25,736 and is amortizing the discounts to
interest expense over term of the related debt.

There were no other borrowings or repayments of convertible notes payable during
the three month period ended September 30, 2005.

NOTE 5. Equity Instruments Subject to Rescission

The Company may be subject to possible claims for rescission with respect to the
sale or other issuances of certain common stock, options and warrants. The
accompanying consolidated balance sheets reflect an adjustment for the matter
described below.

Approximately 26.6 million shares of the Company's common stock, options and
warrants that were issued or granted in the United States without registration
or qualification under federal or state securities laws during 2003 and 2004
which may be subject to rescission for a period of no more than two years from
the date of issue. The fair value of these securities was estimated based on a
combination of (a) the selling price of the common stock on the dates sold, (b)
the price per the agreement for stock issued in conversion of debt, (c) the fair
value of the stock options and warrants on their grant dates, and (d) an
independent valuation. Based in part on advice of counsel, the fair value of
these options and warrants was estimated using the Black-Scholes option-pricing
model. Based on these measurement criteria, the Company's potential liability
directly associated with the aforementioned securities transactions is estimated
to approximate $87,400 and $1,400,000 (including interest) at September 30, 2005
and June 30, 2005, respectively, plus legal fees and any fines or penalties that
might be assessed by regulatory agencies. As the two year rescission period from
the date of each subject issuance expires the Company reduces the contingent
liability associated with that issuance and increases additional paid-in capital
on its consolidated balance sheet.


                                       14
<PAGE>


Management is unable to determine at this time whether any claim for rescission
may be filed against the Company; however, there can be no assurance that such
claims will not be asserted. In addition, regulatory agencies could launch a
formal investigation and/or institute an enforcement proceeding against the
Company. The ultimate outcome of the matters discussed above is not presently
determinable. Accordingly, management is unable to estimate the total liability,
if any, that the Company may incur as a result of such contingencies. Regardless
of how remote a rescission event may be, GAAP as interpreted by the SEC requires
that equity securities subject to rescission be reported outside of the
stockholders' equity section of the balance sheet until the applicable statutes
of limitations expire through April 2006.

NOTE 6. PREFERRED STOCK

In June 2005, the Company filed a certificate of designation with respect to
30,000 shares of a single Series A, non-voting preferred stock ("2005 Series
A"). Preferred shareholders have preference to common shareholders in the event
of liquidation of the Company such that for each share of Preferred Stock, the
preferred shareholder is entitled to an amount equal to the Stated Value, as
defined, per share plus any accrued and unpaid dividends thereon and any other
fees or liquidated damages owing thereon before any distribution or payment
shall be made to the holders of any Junior Securities, as defined. Each share of
2005 Series A preferred stock has a Stated Value of $100 and is convertible into
1,000 of the Company's common shares, as adjusted, at the option of the
preferred shareholder. Upon the occurrence of certain events defined in the
certificate of designation, shareholders may at their option redeem their
preferred stock for cash or common shares for an amount no less than 120% of the
Stated Value.

Subsequent to the filing of the preferred stock certificate of designation in
June 2005 through September 30, 2005, the Company sold 11,250 units, each unit
comprised of one share of 2005 Series A preferred stock, a warrant to purchase
1,000 shares of the Company's common stock at $0.10 per share, and a warrant to
purchase 1,000 shares of the Company's common stock at $0.125 per share. The
warrants are exercisable upon grant and expire three years from the date of
grant. The Company recorded the relative fair value of the warrants as an
imputed dividend in the amount of $285,121 and $110,000 in the three month
period ended September 30, 2005 and the month of June 2005, respectively. As of
September 30,2005, the Company had received gross proceeds of $1,125,000 from
preferred unit issuances.

NOTE 7. COMMITMENTS AND CONTINGENCIES

CONSULTING AGREEMENTS

Continental Advisors S.A. (Lux.) acted as placement agent in connection with the
sale of the Series A Preferred Stock and Warrants. In consideration for its
services as placement agent, we agreed to pay Continental Advisors S.A. an
amount in cash equal to 10% of the aggregate gross proceeds received by us and
to issue Continental Advisors S.A. warrants to purchase such number of shares of
Common Stock equal to 10% of aggregate gross proceeds. The warrants issuable to
Continental Advisors S.A. will have the same terms as the Warrants sold to
investors. One of our directors, Andreea M. Porcelli, is a consultant for
Continental Advisors S.A.

Roger P. May, a financial consultant ("Consultant") acted as placement agent in
one transaction in connection with the sale of the Series A Preferred Stock and
Warrants. In consideration for its services as a funds finder, we agreed to pay
to the Consultant an amount in cash equal to 10% of the aggregate gross proceeds
received by us and to issue to the consultant warrants to purchase such number
of shares of Common Stock equal to maximum 10% of aggregate gross proceeds. The
warrants issuable to the Consultant are to be negociated and agreed in writing
between Consultant and the Company.

In July and September 2004, for fund raising services rendered the Company
became liable to grant warrants to purchase a total of 6,187,128 common shares
upon the exercise of warrants issued to investors in the PIPE I and PIPE II
offerings (see Note 11). If granted the warrants will include the same terms as
the investor warrants exercisable into common shares of 2,062,376 at each $0.14,
$0.18 and $0.60.


                                       15
<PAGE>

EMPLOYMENT AGREEMENTS

On July 1, 2005, we entered into an employment agreement with William E. Nixon,
as our President and Chief Executive Officer. The employment agreement has a
two-year term and provides for an annual base salary of $155,000. If we enter
into contracts in the aggregate, for the sale or lease of our voting systems
exceeding a contract value of $10 million, Mr. Nixon's annual base salary will
increase to $225,000. The agreement also provides that Mr. Nixon is entitled to
participate in our pension, bonus, life insurance and other benefit plans in
effect from time to time. In addition, Mr. Nixon is entitled to participate in
our management stock incentive plan, from which we agreed to immediately grant
Mr. Nixon 20 million incentive stock options. On September 22, 2005, the
Company's Board of Directors approved this grant. Bonus compensation, if any, is
to be determined by the Board of Directors or the Compensation Committee of the
Board of Directors, but cannot exceed 100% of Mr. Nixon's then applicable annual
salary. Under the agreement, if Mr. Nixon voluntarily resigns or is terminated
with cause (as defined in the agreement), he will only be entitled to receive
his compensation through the date of termination. If Mr. Nixon's employment is
terminated by him for good reason (as defined in the agreement) or by us without
cause, he will be entitled to a lump-sum severance payment in an amount equal to
his then current annual salary and we will be required to provide all of his
benefits for a twelve month period. If Mr. Nixon is permanently disabled during
the employment term, we will pay him his then current annual salary and provide
all benefits through the remainder of the calendar year and a three-month period
thereafter. If Mr. Nixon dies during the employment term, we will pay his then
current annual salary through the calendar month in which such death occurs.

On July 1, 2005, we entered into an employment agreement with Mr. Vadura as our
Chief Technology Officer and an employment agreement with Mr. Wiebe as our Chief
Operating Officer. The July 1, 2005 employment agreements replace Mr. Vadura's
and Mr. Wiebe's employment agreements dated May 20, 2002. The July 1, 2005
employment agreements have a two-year term and provide for an annual base salary
of $155,000. If we enter into contracts in the aggregate, for the sale or lease
of our voting systems exceeding a contract value of $10 million, Mr. Vadura's
annual base salary will increase to $225,000 and Mr. Wiebe's annual base salary
will increase to $200,000. The agreements also provide that Messrs. Vadura and
Wiebe are entitled to participate in our pension, bonus, life insurance and
other benefit plans in effect from time to time. Bonus compensation, if any, is
to be determined by the Board of Directors or the Compensation Committee of the
Board of Directors, but cannot exceed 100% of Mr. Vadura's and Mr. Wiebe's then
applicable annual salaries. Under the agreements, if Messrs. Vadura or Wiebe
voluntarily resign or if they are terminated with cause (as defined in the
agreement), they will only be entitled to receive their compensation through the
date of termination. If Mr. Vadura's or Mr. Wiebe's employment is terminated by
them for good reason (as defined in the agreement) or by us without cause, they
will be entitled to a lump-sum severance payment in an amount equal to their
then current annual salary and we will be required to provide all of their
benefits for a twelve month period. If Messrs. Vadura or Wiebe is permanently
disabled during the employment term, we will pay them their then current annual
salary and provide all benefits through the remainder of the calendar year and a
three-month period thereafter. If Messrs. Vadura or Wiebe dies during the
employment term, we will pay their then current annual salary through the
calendar month in which such death occurs.

LITIGATION

Amarillo

In 2003, the Company entered into a Location Incentives Agreement (the "LIA")
with the Amarillo Economic Development Corporation ("AEDC") to establish the
Company's customer service center and voting machine repair operations in
Amarillo, Texas. According to the terms of the LIA, the AEDC paid the Company
$250,000 upon execution of a lease for facilities in Amarillo. The funds
advanced under the LIA are to be used solely for the operations in Amarillo. If
the Company did not meet certain minimum employment requirements (as defined in
the LIA), it is required to repay all amounts advanced. The Company recorded the
advance in the accompanying consolidated balance sheets in accounts payable and
accrued expenses as of June 30, 2005. The Company did not meet the minimum
employment requirements. Therefore, as of September 14, 2005 has returned the
$250,000 advance plus a $5,000 in attorney fees. In connection with the LIA,
during 2003 the Company granted warrants to purchase 250,000 shares of its
restricted common stock at an exercise price of $1.04 per share, valued at
approximately $174,000 based on the Black-Scholes pricing model. The warrants
vested on the grant date, and expire in November 2012.

Employee Matters

In October 2003, a former employee of Z prompt filed suit against Z prompt and
the Company in Superior Court of California, County of Orange, California. The
complaint alleged wrongful termination, intentional infliction of emotional
distress and retaliatory discharge, based on claims that the plaintiff was
terminated for reporting to management alleged fraudulent accounting practices
by Z prompt management. The former employee sought $112,000 in monetary damages
including loss of wages, plus punitive damages. In February 2005 this lawsuit
was settled for a sum of $50,000, requiring $10,000 payments on the first of
each month from August 2005 through and including December 2005. We have made
payments in accordance with this payment schedule as they become due.


                                       16
<PAGE>


Other

Together with the Company's subsidiary, Z prompt, Inc., on January 31, 2005, the
Company filed an action for declaratory relief against Frank Ehret in Orange
County Superior Court, case # 05CC02714. Under the terms and conditions of the
purchase of Z prompt, Inc., Frank Ehret received 6,365,000 restricted shares of
common stock. Mr. Ehret alleges that the Company somehow prevented him from
selling his shares. The Company denied the allegations and are seeking a
judicial determination on the matter. On February 3, 2005, after receipt of the
complaint, Mr. Ehret filed an action in San Francisco Superior Court, case#
CGC-05-438410, for breach of contract, breach of the covenant of good faith and
fair dealing, conversion and failure to make payment due on a promissory note.
The factual basis of the complaint filed by Mr. Ehret is identical to the
declaratory relief action that the Company filed. The Company filed a motion to
have the Ehret case transferred to Orange County Court and Mr. Ehret stipulated
to have his case moved to Orange County. No discovery has taken place.

In 2005, a debtor of Z prompt, Laser Pro filed suit against Z prompt and the
Company in Superior Court of California, County of Orange, California, in
attempt to collect $97,267 in outstanding invoices. The case has been resolved
with the defendant receiving 1,283,560 of Company's "144" restricted stock, on
September 08, 2005.

General

From time to time, the Company may be involved in various claims, lawsuits or
disputes arising in the normal operations of its business. The Company is not
currently involved in any such matters which management believes could have a
material adverse effect on the Company's financial position or results of
operations.

EXCLUSIVE SUPPLY AGREEMENT

The Company has an exclusive contract expiring in 2006 with a vendor to
manufacture the Voting System product. Per the agreement, if the supplier is
unable to produce and deliver on time the required quantity of product, the
Company may obtain the Voting System product from another vendor.

Z PROMPT LIABILITIES

As discussed in Note 2, the Company decided to wind-down the operations of its
subsidiary, Z prompt, Inc. Funds available from Z prompt operations including
the collection of amounts due and the sale of assets are not sufficient to
settle all debts of Z prompt. The Company may have to assume responsibility for
payment of this deficiency, totaling approximately $377,000, including its line
of credit facility with a bank in the amount of $64,191 at September 30, 2005.

LEASE COMMITMENTS

The Company rents office space under operating lease agreements which expire
June 30, 2006 and December 31, 2007. The minimum annual rent payable under such
leases approximates $206,000, $30,000 and $15,000 in the years ending June 30,
2006, 2007 and 2008, respectively.

SEC INVESTIGATION

In December 2004, the Company received notice that the Securities and Exchange
Commission was conducting an investigation. The Securities and Exchange
Commission issued subpoenas to the Company and certain of its officers,
directors and affiliates. The Company responded to such subpoenas and has not
received further correspondence or any communication from the Securities and
Exchange Commission regarding the investigation. An evaluation of the likelihood
of an unfavorable outcome and an estimate of the amount or range of potential
loss, if any, cannot be made at this time.


                                       17
<PAGE>


NOTE 7. SHAREHOLDERS' EQUITY (DEFICIT)

COMMON STOCK

Selected significant common stock transactions for the three month period ended
September 30, 2005 are as follows:

In August 2005, holders of the November 2003 Debentures exercised their
conversion rights on principal of $120,000 and received 1,920,000 common shares
of the Company.

Effective September 9, 2005, in connection with the execution of a Conversion
and Settlement Agreement with Mutual General Releases between the holders of the
June 2003 and November 2003 debentures ("2003 Debenture Holders") and the
Company, the 2003 Debenture Holders exercised their conversion rights under the
terms of the debentures on outstanding principal of $2,242,000 and received 20.8
million shares of the Company's common stock and are entitled to an additional
38.2 million shares of the Company's common stock to be issued in installments
through June 2006. See Note 4 for further discussion of this transaction.

In September 2005, the Company issued 200,000 shares of common stock in exchange
for legal services valued at $16,000, which were expensed as incurred.

In September 2005, the Company issued 1,283,560 shares of common stock in
settlement of a trade debt of approximately $97,000 due to a vendor of its
subsidiary, Z prompt, Inc.

In September 2005, the Company issued 1,000,000 shares of common stock in
exchange for promotion and advertising services valued at $100,000, which were
expensed as incurred.

WARRANTS

From time to time, the Company issues warrants pursuant to various consulting
agreements and in connection with financing arrangements.

During the three month period ended September 30, 2005, the Company granted
warrants to purchase approximately 815,000 shares of the Company's restricted
common stock at an exercise price of $0.10 per share valued at approximately
$116,000 (based on the Black-Scholes pricing model) for services rendered in
connection with fund raising activities. The warrants become fully vested upon
issuance. As fund raising costs are accounted for as a reduction of additional
paid-in capital and the fair value of warrants are accounted for as an increase
in additional paid-in capital, there is no net affect on the accompanying
condensed consolidated financial statements at September 30, 2005 or the three
month period then ended.

During the three month period ended September 30, 2005, the Company granted
warrants to purchase approximately1,758,000 shares of the Company's restricted
common stock at an exercise price ranging from $0.10-$0.17 per share valued at
approximately $107,000 (based on the Black-Scholes pricing model) for services
rendered in exchange for legal and marketing services. The warrants become fully
vested upon issuance. Accordingly, the full fair value of the warrants is
expensed upon issuance.

NOTE 8. SUBSEQUENT EVENTS

We entered in a Promissory Note with one of our directors, Philip G. Trubey, on
May 23, 2005. The Note bears interest at an annual rate of 10% payable upon
maturity at May 23, 2007. At September 30, 2005, we had balance of $288,626
under such debenture. On October 5, 2005, and November 2, 2005, Mr. Phill Trubey
advanced additional funds, $200,000 and $100,000, respectively.

On November 8, 2005, as a result of SEC letter with comments to the company S-1
Registration Statement , we filed an Amendment to its, originally filed on
January 31, 2005.


                                       18
<PAGE>


On October 14, 2005 we delivered the voting equipment to two Texas counties . On
November 8, 2005, we supported the mentioned customers in statewide elections.

In October and November 2005, we secured two additional contracts with two Texas
counties and one with the State of Missouri.

On October 25, 2005, the Board of Directors approved the conversion of
$1,400,000 of the outstanding amount owed to WTI in to a convertible promissory
note. As of November 11, 2005, no action has been taken or Convertible
Promissory Note executed.


                                       19
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

      The information in this report contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. This Act
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about themselves so long as they identify
these statements as forward looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact made
in this report are forward looking. In particular, the statements herein
regarding industry prospects and future results of operations or financial
position are forward-looking statements. Forward-looking statements reflect
management's current expectations and are inherently uncertain. Our actual
results may differ significantly from management's expectations.

General

      We are in the business of developing and marketing computerized voting
machines and their associated products and services for use in federal, state,
local and private elections. We have developed a direct recording electronic
voting system that provides a voter-verified paper audit trail that is both
human and machine readable. Our voting system was qualified as meeting 2002 and
1990 federal voting system standards on May 10, 2005 and March 25, 2004,
respectively. We believe that it is currently the only electronic voting system
qualified under both the 2002 and 1990 federal voting system standards that
provides a voter-verified paper audit trail that is both human and machine
readable. Completion of qualification testing under the 2002 federal voting
system standards enables us to apply for state certification in states that have
such a requirement. As of September 30, 2005, our direct recording electronic
voting system was certified by the states of Alabama, Arkansas, Kentucky,
Mississippi, Montana, Ohio, South Dakota, Utah, West Virginia, Pennsylvania,
Texas, Louisiana and Missouri. Currently, we are in the process of applying for
certification in additional states.

      We have completed two contracts to conduct private elections using our
voting system through September 30, 2005. These two contracts, had a total value
of $17,416 and were to conduct a total of three elections for the union local in
Long Beach, CA. The completion of federal qualification testing under the 2002
federal voting system standards will allow us to complete pending state
certification applications in several states. We had limited revenues during the
period from commencement of our voting system operations through September 30,
2005. On June 17, 2005 we entered into our first agreement for the sale of our
voting system. We are actively in negotiations with multiple parties for further
agreements to provide our voting system products and services. As of, November
11, 2005, we have entered into seven agreements to provide products and services
relating to our voting system. We also receive cash flow through private
placements of our common stock and other securities. See also the "Liquidity and
Capital Resources" section below.

      In June 2005, with support of the Board of Directors, management of the
Company decided to begin winding down the activities of Z prompt, Inc. and to
close this subsidiary during the first fiscal quarter of 2006. Employees and
customers were notified in June 2005 and customer contracts were terminated,
without penalty, through August 31, 2005. Z prompt provides hardware maintenance
and technology support services primarily to mid- range to Fortune 1000
companies and to state and local governments. The Company purchased Z prompt,
Inc. in November 2003 to support its voting system business with technical
support. The decision to close the Z prompt subsidiary was reached after
analysis of Z prompt's contracts and long-term cash flow forecast together with
receipt by AccuPoll, Inc. of federal qualification to 2002 FEC voting system
standards of its voting system in May 2005. Although Z prompt emerged from
bankruptcy in February 2005, it has not been profitable since its acquisition in
November 2003. Management evaluated the losses attributed to Z prompt and
determined that reaching sustained profitability in the subsidiary at any time
in the near future was unlikely. Further, with receipt of the 2002 FEC voting
systems standards qualification, the Company will now focus on seeking state
certifications and broadly marketing its voting system as well as fund raising
to support these endeavors. The net losses of Z prompt for the year ended June
30, 2005 and the period from November 1, 2003 through June 30, 2004 were
$1,270,523 and $3,230,479, respectively.


                                       20
<PAGE>


      For the period ended September 30, 2005, and 2004, we incurred losses from
continuing operations of $1,979,612, and $2,792,016, respectively. As of
September 30, 2005 we had an accumulated deficit of $36,727,018. Cumulative cash
used in operating activities of continuing operations was approximately
$10,715,000 from the Company's inception (August 9, 2001) through September 30,
2005. The primary non-cash expenses comprising the difference between the
accumulated deficit and cumulative cash used in continuing operations are as
follows:

                                                          (rounded to thousands)

Cumulative cash used in activities of continuing operations          $10,715,000
  Depreciation and amortization                                        3,215,000
  Estimated fair value of common stock, options and warrants
    granted for services                                               9,739,000
  Amortization of estimated fair value of warrants granted and
    beneficial conversion feature in connection with the issuance
    of convertible debt                                                5,486,000
  Convertible debt issued for services                                 1,600,000
  Loss on disposal of investment                                       1,200,000
  Other, net                                                             267,000
                                                                     -----------
Accumulated deficit resulting from continuing operations              32,222,000
  Cumulative losses of discontinued operations                         4,504,000
                                                                     -----------
Accumulated deficit at September 30, 2005                            $36,727,000
                                                                     ===========

      Over the next twelve months and through 2007, we plan to continue selling
our voting system throughout the United States. This plan coincides with the
2005-06 time period prescribed to meet the deadlines of the Help America Vote
Act. Beyond this period, we intend to pursue opportunities in foreign markets
for our electronic voting system. By that time, we expect to have established
credibility in the elections industry worldwide through selling and deploying
our electronic voting system in the United States. We do not have any plans
during 2006 to expand our sales force to begin marketing our direct recording
electronic voting system outside the United States. Before we begin to enter
markets outside the United States, we will need to assess the election laws and
regulatory environment of any new market to determine what, if any, changes are
required to our voting system. As an example, one possible change is the need to
translate all voting system messages and documentation to a new language for use
in a specific country. While our voting system is capable of supporting any
written language, the change will require a one time effort to perform the
necessary language translation. The cost of making any required changes to our
voting system for use in any given market is not known at this time. These costs
will be determined as part of our preparation and analysis before entering a new
market.

      We also plan to begin marketing services to conduct elections for private
organizations in the United States over the next twelve months. This is a
turnkey based service approach versus the sale or lease of a voting system to a
customer. Although we have conducted elections for private organizations in the
past and continue to receive requests to conduct such elections, this marketing
approach is not actively pursued by our sales and marketing team. We currently
conduct such elections principally as an educational tool for the voting public.

      The Election Assistance Commission began disbursing federal funds under
Title II of the Help America Vote Act to states in June 2004. However, many
states and counties were hesitant to make any voting system changes prior to the
November 2004 Presidential election that was less than five months away. As a
result, the purchase of new voting systems prior to the November 2004 election
was effectively frozen. We have experienced the resumption of voting system
purchase activity in the first quarter of 2005 as states and counties work
toward meeting the 2006 deadlines of the Help America Vote Act.

Results of Continuing Operations

Comparison of Quarter Ended September 30, 2005 to Quarter Ended September 30,
2004

      Revenues: For the quarter ended September 30, 2005 we had no revenues
recognized from continuing operations. The revenues for the contracts executed
in the reported quarter are recognized at completion of the contract, after
delivery and customer acceptance. For the quarter ended September 30, 2004 we
had no revenue from continuing operations.


                                       21
<PAGE>


      General and Administrative Expenses: General and administrative expenses
were $734,366 for the quarter ended September 30, 2005 as compared to $641,939
for the quarter ended September 30, 2004. The increase in general and
administrative expenses is the result of additional marketing costs of
approximately $71,000.

      Professional Fees: Professional fees were $2,134,213 for the quarter ended
September 30, 2005 as compared to $972,598 for the quarter ended September 30,
2004. The principal factor of the increase is the $1,775,000 amortization
expense recorded as fair value of warrants issued for services in 2004. As of
September 30, 2005, the fair value of the warrants has been fully amortized.

      Interest Expense: Interest expense was $106,943 for the quarter ended
September 30, 2005 as compared to $483,605 for the quarter ended September 30,
2004. The decrease of $376,662 in interest expense is due to a reduction in the
amortization of debt discounts associated with non-cash beneficial conversion
charges and fair value of warrants granted in connection with the issuance of
convertible debt instruments .

      Amortization of Software Costs: Amortization of software costs was
$212,213 for the quarter ended September 30, 2005 compared to $693,874 for the
quarter ended September 30, 2004. In fiscal 2003, we commenced capitalization of
software development costs to meet federal 1990 voting system standards. Our
system was qualified as meeting certain 1990 FEC voting system standards in late
March 2004 at which time we ceased further capitalization and began amortizing
the capitalized development costs. Upon obtaining the 1990 FEC voting system
standards we immediately began to further develop our voting system to meet
certain 2002 FEC voting system standards, for which we received qualification in
May 2005 at which time we ceased further capitalization and began amortizing the
capitalized development costs of $1,053,000 incurred to meet the 2002 FEC voting
system standards in June 2005.

      Net Loss from Continuing Operations: For the quarter ended September 30,
2005, we incurred a net loss from continuing operations of $1,979,612 or $0.01
per common share. This compares to a net loss from continuing operations of
$2,792,016 or $0.02 per common share for the quarter ended September 30, 2004.
The decreased in loss is primarily a result of $1,208,123 gain on forgiveness of
debt.

Liquidity and Capital Resources

      As described above, in May 2005 we received federal certification under
the 2002 federal voting system standards allowing us to complete pending state
certification applications in several states. We continue to negotiate with
jurisdictions interested in purchasing or leasing our voting system after we
complete state certifications. Through September 30, 2005 we have entered into
sales contracts with customers totaling $417,544. We expect these contracts to
be delivered from October 2005 through March 2006. We expect to secure
additional contracts for the sale or lease of our voting system during the next
six months and through 2006. This coincides with the 2005-06 time period
prescribed to meet the deadlines of the Help America Vote Act.

      From August 2001, the date of our inception, through September 30, 2005,
we have raised funds totaling approximately $15 million from the sale of common
stock and convertible notes and other securities. We have also issued common
stock, convertible notes and other securities in exchange for assets and
services.

      As of September 30, 2005 we had a cash overdraft of $111,625 and a working
capital deficiency of approximately $5.5 million. Our accumulated deficit as of
September 30, 2005 was approximately $36.7 million.

      Our monthly expenditures for continuing operations are approximately
$300,000 excluding non-cash software amortization charges and we expect these
expenditures, with the exception of sales and marketing costs, to remain flat
until we begin to deliver on expected voting system contracts. These monthly
expenses consist of approximately $175,000 for salary and benefit expenses,
$65,000 for general administration and office expenses, $35,000 in sales &
marketing expenses, and $25,000 for interest expense.

      Once we secure substantial contracts for our voting system and begin
delivery, we may need to increase our staff so we can meet demand for the voting
systems. We expect any resulting increase in spending will be supported by
revenues from voting system contracts. With the completion of qualification
testing under the 2002 federal voting system standards, counties are expressing
a growing interest in our voting system. We have secured four contracts with
counties and are in negotiations now with several others to procure our voting
system. We cannot guarantee that these negotiations will result in signed
contracts, or when the contracts will be approved and signed by the appropriate
county authority.


                                       22
<PAGE>


      As per the going concern comment from our independent auditors, we do not
currently have sufficient capital resources to fund our planned operations over
the next twelve months or beyond.

      Management believes that we will require an additional $6.4 million in
financing over the next twelve months to pay past due payables and continue
operations. Of the $6.4 million in financing needed, management believes that we
will need approximately $2 million to pay past due payables, $3.8 million to
continue operations as currently conducted for the next twelve months and $0.6
million for further product development. Additional cash would be used to
develop sales and marketing efforts, to buy product inventory, increase our
sales staff and generally to improve our financial condition. Additional cash
would be used to develop sales and marketing efforts to buy product inventory,
increase our sales staff and generally to improve our financial condition.
Additional cash would also be used to develop a new version of our hardware,
which would help lower costs and increase margins once product is sold. The
potential dilutive effects of a $6.4 million financing is dependent upon the
market price of our common stock, the number of securities issuable and
transaction costs. For example, if we entered into an equity financing at $0.10
per share, we would be required to issue an additional 64 million shares of
common stock for $6.4 million gross. Notwithstanding our expected need for $6.4
million in financing during the next twelve months, we cannot guarantee that
additional financing will be available, or if available, will be on acceptable
terms. If we do not obtain additional financing, we will not be able to continue
operations.

      In November 2003, we secured a $5 million dollar revolving credit
facility, in the form of two seven-month convertible notes (the "November 2003
Notes"). The November 2003 Notes bear interest at an annual rate of 10% and
originally matured on June 30, 2004, but were extended to June 30, 2005. The
November 2003 Notes are convertible on 90 days written notice by the holders at
the lesser of (i) 50% of the average three lowest closing prices for our common
stock for the twenty days immediately preceding the conversion date or (ii)
$.0625 per share. At June 30, 2005, we had a balance of $2,509,000 under the
November 2003 Notes. The November 2003 Notes matured on June 30, 2005. On August
3, 2005 holders of the November 2003 Notes exercised their right to convert
principal of $120,000 into 1,920,000 common shares. See below for further
discussion of the November 2003 Notes.

      We have a convertible debenture (the "June 2003 Debenture") with Palisades
Holdings, LLC whereby Palisades Holdings, at its discretion, may provide us
loans of up to $1,250,000. The June 2003 Debenture bears interest at an annual
rate of 10% and originally matured on June 30, 2004, but was extended to June
30, 2005. The June 2003 Debenture is convertible on 90 days written notice by
Palisades Holdings at the lesser of (i) 50% of the average three lowest closing
prices for our common stock for the twenty days immediately preceding the
conversion date or (ii) $.0625 per share. At June 30, 2005, we had a balance of
$918,000 under the June 2003 Debenture. The debenture is currently in default
and our management is negotiating the terms for an extension. The June 2003
Debenture matured on June 30, 2005. See below for further discussion of the June
2003 Debenture.

      On September 26, 2005, in connection with the execution of a Conversion
and Settlement Agreement with Mutual General Releases with the holders of the
June 2003 Debenture and the November 2003 Notes ("2003 Debenture Holders"), the
2003 Debt Holders exercised their conversion rights pursuant to the existing
terms of the June 2003 Debenture and the November 2003 Notes on $2,242,000
principal amount. We are required to issue 59 million shares of common stock
pursuant to such conversion in periodic installments through June 2006. All
remaining principal and accrued interest totaling approximately $1,208,000 on
the June 2003 Debenture and the November 2003 Notes was forgiven and an
unexercised warrant for 6,400,000 common shares issued in June 2003 in
connection with the June 2003 Debenture was canceled. The Company recognized a
gain on this transaction of approximately $1,208,000 representing the excess of
the carrying amounts of the debt and interest over the estimated value of the
common stock ($0.038 per share) given to the 2003 Debenture Holders. The
estimated value of the common stock was derived by management based on
arms-length negotiation with the holders, and represents a bulk discount in
relation to the quoted value of the stock on September 26, 2005 given the volume
of shares to be issued. Further, as of September 30, 2005 the Company has
recorded a liability of $950,000 for the obligation to issue 25 million of the
remaining shares at $0.038 per share. The classification as a liability is in
accordance with EITF 00-19-"Accounting for Derivative Instruments Indexed to the
Company's Own Stock" as the Company is obligated to deliver 25 million
registered shares at scheduled future dates. The carrying amounts of the June
2003 and November 2003 Debentures included principal balance of $3,426,246 plus
accrued interest of $115,325 totaling $3,541,571.


                                       23
<PAGE>


      We have a convertible debenture with Maxfield International. The
convertible debenture bears interest at an annual rate of 7% payable
semi-annually in cash with an original maturity date of October 14, 2004. The
maturity date of the debenture was extended to September 30, 2005 with a further
extension available to December 31, 2005. The debenture is convertible in to
shares of common stock of $0.10 per share. At September 30, 2005, we had balance
of $308,000 under such debenture.

      We have a convertible debenture with Lemanik SA. The convertible debenture
bears interest at an annual rate of 7% payable upon maturity at October 15,
2005. The debenture is convertible into shares of common stock of $0.10 per
share. At September 30, 2005, we had balance of $75,000 under such debenture.


      We have a convertible debenture with one of our directors, Philip G.
Trubey. The convertible debenture bears interest at an annual rate of 10%
payable upon maturity at October 21, 2005. The debenture is convertible into
shares of common stock of $0.10 per share. At September 30, 2005, we had balance
of $300,000 under such debenture.

      We entered in a Promissory Note with one of our directors, Philip G.
Trubey, on May 23, 2005. The Note bears interest at an annual rate of 10%
payable upon maturity at May 23, 2007. At September 30, 2005, we had balance of
$288,626 under such debenture.

      We had Promissory Notes Payable with two of our Officers. On August 22,
2005, the balance of $260,000 has been transformed in convertible debentures.
The convertible debenture bears interest at an annual rate of 8% payable upon
maturity at October 21, 2006. The debenture is convertible into shares of common
stock of $0.10 per share. At September 30, 2005, we had balance of $442,500
under Dennis Vadura debenture, and $114,973 under Frank Wiebe debenture.

      Our subsidiary Z prompt, Inc. has a line of credit with Bank of America
dated October 28, 2003 for a principal amount of $250,000. As of August 30,
2004, the note is in default. On February 3, 2005, the Bank of America withdrew
$172,579 (principal and interest) from the Z prompt checking account. The
outstanding balance at September 30, 2005 was approximately $64,000 including
accrued interest.

      In December 2002, we entered into a location incentive agreement with the
Amarillo Economic Development Corporation ("AEDC"). In January 2003, we received
a $250,000 grant from the AEDC, which amount is included in accounts payable and
accrued expenses in the accompanying consolidated balance sheets since we have
not yet fulfilled our obligations related to the agreement. As part of the
agreement, we granted the AEDC warrants to purchase 250,000 shares of our
restricted common stock at an exercise price of $1.60 per share. Additional cost
associated with the Amarillo, Texas facilities is rent in the amount of
approximately $28,000 and approximately $26,000 for the years ended June 30,
2005 and 2004, respectively. These are the only additional expenses incurred in
regards to the location incentives agreement to date. We did not fulfill our
minimum employment obligations under the agreement and, as required, re-paid the
$250,000 incentive grant to AEDC in August 2005.

      On September 13, 2004, we completed a private placement transaction with
eleven accredited investors, pursuant to which we sold an aggregate of 3,666,447
shares of common stock, 1,833,227 Series A Warrants, 1,833,227 Series B Warrants
and 1,833,227 Series C Warrants. We received gross proceeds approximating
$1,650,000. For each two shares of common stock, we issued investors one A
Warrant, one B Warrant and one C Warrant. Each two shares and three warrants
were sold at a total price of $0.90. The private placement was exempt from
registration under Rule 506 of Regulation D of the Securities Act of 1933, as
amended.


                                       24
<PAGE>


      As of September 30, 2005, our subsidiary Z prompt, Inc. owed us $2,316,349
from outstanding loans. The funds were necessary for Z prompt to continue
operations. The outstanding balance does not have any specific repayment terms
other than being due and payable to us as Z prompt can afford to make payments.
The loan does not bear any interest. The funds were necessary for Z prompt to
continue operations. In June 2005, management decided to wind-down the
operations of Z prompt. There is no material loss on the closure of Z prompt.
The wind-down is substantially complete at October 18, 2005 with the exception
of paying or otherwise retiring all debts of Z prompt.

      On November 4, 2004, we completed a private placement transaction with
eleven accredited investors, pursuant to which we sold an aggregate of 6,050,000
shares of common stock, 3,025,000 Series A Warrants, 3,025,000 Series B Warrants
and 3,025,000 Series C Warrants. We received gross proceeds totaling $605,000.
For each two shares of common stock, we issued investors one A Warrant, one B
Warrant and one C Warrant. Each two shares and three warrants were sold at a
total price of $0.20. The private placement was exempt from registration
requirements under Rule 506 of Regulation D of the Securities Act of 1933.

      In January 2005, various European investors exercised 931,525 warrants at
an exercise price of $0.10 per share. The original warrant exercise price of
these warrants was $.75 and $.1224. The exercise was made at $0.10 due to an
anti-dilution adjustment caused by our November 2004 private placement. Due to
the adjustment, the number of shares issuable under the warrants increased to
2,743,930 common shares, which provided total proceeds of $274,393. As
consideration for exercising the warrants, for every warrant exercised the
Company issued investors a 5-year replacement warrant at $0.12.

      On January 20, 2005, $80,000 of the Hyde Investments convertible debenture
was converted into 2,285,714 shares of common stock.

      In March 2005, various European investors exercised approximately
7,416,000 warrants at an exercise price of $0.06 per share. The proceeds raised
from this transaction were $445,000. An additional 1,000,000 warrants were
exercised by another European investor at an exercise price of $0.10 per share
for proceeds of $100,000.

      In March 2005, through three different financings the Company issued an
aggregate of 2,500,000 shares at $0.10 per share and approximately 7,417,000
shares at $0.06 per share for aggregate cash proceeds of approximately $626,000
net of commissions and costs.

      In March 2005, a Canadian investor purchased 1.5 million shares for a
price of $0.10 per share for proceeds of $150,000.

      Between June 14, 2005 and September 30, 2005, we sold an aggregate of
11,250 shares of Series A Convertible Preferred Stock ("Series A Preferred
Stock"), warrants to purchase an aggregate of 11,250,000 shares common stock
with an exercise price of $0.10 per share ("$0.10 Warrants"), and warrants to
purchase an aggregate of 11,250,000 shares of common stock with an exercise
price of $0.125 per share ("$0.125 Warrants"), to accredited investors in
private placement transactions. As of September 30, 2005, we received aggregate
gross proceeds of $1,125,000 from sales of Series A Preferred Stock and
Warrants. For each share of Series A Preferred Stock purchased investors
received a $0.10 Warrant to purchase 1,000 shares of common stock and a $0.125
Warrant to purchase 1,000 shares of common stock. The Warrants are exercisable
for a term of three years. The stated value of the Series A Preferred Stock is
$100. The Series A Preferred Stock is convertible at any time at the holders'
option into that number of shares of common stock equal to the stated value
divided by $0.10, subject to adjustment for stock dividends, stock splits,
reclassifications, and similar events. We agreed to prepare and file with the
Securities and Exchange Commission a registration statement covering the resale
of the common stock issuable upon conversion of the Series A Preferred Stock and
upon exercise of the Warrants no later than 60 days after the closing date. If
such registration statement is not filed on or before 60 days after the closing
date or if the registration statement is not declared effective by the
Securities and Exchange Commission on or before 60 days after the closing date
(or 90 days after the closing date if the registration statement is reviewed by
the Securities and Exchange Commission), then we must pay to each investor
liquidated damages equal to 5% percent of the aggregate subscription amount paid
by investors for each month that such event has not occurred.


                                       25
<PAGE>


      Continental Advisors S.A. (Lux.) acted as placement agent in connection
with the sale of the Series A Preferred Stock and Warrants. In consideration for
its services as placement agent, we agreed to pay Continental Advisors S.A. an
amount in cash equal to 10% of the aggregate gross proceeds received by us and
to issue Continental Advisors S.A. warrants to purchase such number of shares of
Common Stock equal to 10% of aggregate gross proceeds. The warrants issuable to
Continental Advisors S.A. will have the same terms as the Warrants sold to
investors. One of our directors, Andreea M. Porcelli, is a consultant for
Continental Advisors S.A.

      Roger P. May, a financial consultant ("Consultant") acted as placement
agent in one transaction in connection with the sale of the Series A Preferred
Stock and Warrants. In consideration for its services as a funds finder, we
agreed to pay to the Consultant an amount in cash equal to 10% of the aggregate
gross proceeds received by us and to issue to the consultant warrants to
purchase such number of shares of Common Stock equal to maximum 10% of aggregate
gross proceeds. The warrants issuable to the Consultant are to be negociated and
agreed in writing between Consultant and AccuPoll.

      Web Tools International, Inc., a related party, provided us with software
development services related to the product development of our electronic voting
system during the period April 1, 2002 until March 31, 2004. During that period
Web Tools International, Inc. billed us approximately $2.8 million. As of
September 30, 2005, the outstanding amount owed to Web Tools International, Inc.
was $1,412,710. The outstanding amount due to Web Tools International, Inc. does
not bear any interest. If we cannot repay this loan, the entire amount of the
loan may be recorded as a loss, which would adversely affect our financial
condition and prospects.

      We have offered and sold a substantial number of shares of common stock
and warrants and options to purchase common stock without registration under the
Securities Act of 1933, as amended (the "Securities Act"), or qualification
under state securities laws. If any offer or sale were not exempt from, or
otherwise not subject to, federal and state registration and qualification
requirements, the purchasers of such securities will have the right to rescind
the purchase.

      The Securities Act requires that any claim for rescission be brought
within one year of the violation. The time periods within which claims for
rescission must be brought under state securities laws vary and may be two years
or more from the date of the violation.

      At September 30, 2005, approximately 275,000 shares of our outstanding
common stock, options and warrants are subject to rescission (using a two year
lookback), with a potential liability approximating $87,400, including interest
at 10% per annum. Management is unable to determine at this time whether any
claim for rescission may be filed against us; however, there can be no assurance
that claims will not be asserted. In addition, regulatory agencies could launch
a formal investigation and/or institute an enforcement proceeding against us for
violations of federal and state registration and qualification requirements.

Capital Expenditures

      We anticipate certain capital expenditures related to developing and
testing subsequent versions of the voting system hardware and software. We can
not estimate such capital expenditures as this point. We will rely on future
fund raising in order to pay for development and testing of these subsequent
versions. We currently have no definitive plans to secure such financing.

Discontinued Operations (Z prompt, Inc.)

      In June 2005, with support of the Board of Directors, management of the
Company decided to begin winding down the activities of Z prompt, Inc. and to
close this subsidiary during the first quarter of 2006. Z prompt incurred a net
loss of approximately $1,270,000 in the year ended June 30, 2005. The decision
to close the Z prompt subsidiary was reached after analysis of Z prompt's
contracts and long-term cash flow forecast together with receipt by AccuPoll,
Inc. of federal certification to 2002 voting system standards ("2002 standards")
of its voting system in May 2005. Although Z prompt emerged from bankruptcy in
February 2005, it has not been profitable since its acquisition in November
2003. Management evaluated the losses attributed to Z prompt and determined that
reaching sustained profitability in the subsidiary at any time in the near
future was unlikely.


                                       26
<PAGE>


      On March 23, 2004, Z prompt, Inc. filed a petition for relief under
Chapter 11 of the United States Bankruptcy Code. The bankruptcy proceeding was
dismissed on February 1, 2005 upon a motion made by the U.S. Trustee in the
case. We incurred approximately $144,000 in legal and other fees and expenses in
connection with the bankruptcy proceedings of Z prompt, Inc.

      When Z prompt, Inc. filed for Chapter 11 bankruptcy protection, it had
outstanding debt of approximately $1.225 million payable to vendors and
non-secured creditors. Of the outstanding debt, $225,000 was unsecured debt in
connection with a line of credit from Bank of America. As of June 30, 2005, Z
prompt, Inc. had outstanding debts of approximately $544,000. Of this amount,
approximately $62,000 is outstanding from the Bank of America line of credit.
The balance of the debt is unsecured debt owed to vendors with whom we are
currently in negotiations for repayment.

Going Concern

      At September 30, 2005, we had an accumulated deficit of $36.7 million. As
of November 11, 2005, we executed seven contracts to sell our voting systems.
These contracts approximate $600,000 in revenues.

      However, the Company has incurred operating losses since inception, and
has a working capital deficit of approximately $5.5 million and a significant
stockholders' deficit of approximately $36.7 million. Consequently, we will
require substantial additional funding for continuing the development, obtaining
regulatory approval, and commercialization of our product. There is no assurance
that we will be able to obtain sufficient additional funds when needed or that
such funds, if available, will be obtainable on satisfactory terms.

      Management has taken actions to address these matters, which include:

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

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

      o Raising additional funds through the sale of debt and/or equity
      securities.

      Federal, State and various foreign government regulations govern the sale
of our products. On May 10, 2005, we were issued NASED Qualification number
N-2-13-22-22-001 (2002), which confirms that our Voting System Product Version
2.5 has successfully completed the ITA qualification process and has been
certified by NASED under the 2002 FEC voting system standards. The federal
qualification number will allow us to pursue certification in states that
require voting system qualification under the 2002 FEC voting system standards.

      As of September 22, 2005, our Voting System product was certified in 11
states (Alabama, Arkansas, Kentucky, Louisiana, Missouri, Ohio, Pennsylvania,
South Dakota, Texas, Utah, and West Virginia), and we have pending state
certification applications in Kansas, Montana, and New Mexico, while Delaware
and Mississippi require only federal qualification. Given the new federal
qualification event, our ability to market our product is no longer at risk.
There is however, no assurance that we will be able to secure state
certification in all of the additional state jurisdictions where we may wish to
market our products in the future.

      Management believes that we will require an additional $6.4 million in
financing over the next twelve months to pay past due payables and continue
operations. Of the $6.4 million in financing needed, management believes that we
will need approximately $2 million to pay past due payables, $3.8 million to
continue operations as currently conducted for the next twelve months and $0.6
million for product development. Additional cash would be used to develop sales
and marketing efforts to front load inventory, increase our sales staff and
generally to improve our financial condition. Additional cash would also be used
to develop a new version of our hardware, which would help lower costs and
increase margins once product is sold. The potential dilutive effects of a $6.4
million financing is dependent upon the market price of our common stock, the
number of securities issuable and transaction costs. For example, if we entered
into an equity financing at $0.10 per share, we would be required to issue an
additional 64 million shares of common stock for $6.4 million gross.
Notwithstanding our expected need for $6.4 million in financing during the next
twelve months, we cannot guarantee that additional financing will be available,
or if available, will be on acceptable terms. If we do not obtain additional
financing, we will not be able to continue operations.


                                       27
<PAGE>


      Our monthly expenditures for continuing operations are approximately
$300,000 excluding non-cash software amortization charges and we expect these
expenditures, with the exception of sales and marketing costs, to remain flat
until we begin to deliver on expected voting system contracts. These monthly
expenses consist of approximately $175,000 for salary and benefits expenses,
$65,000 for general administration and office expenses, $35,000 in sales &
marketing expenses, and $25,000 for interest expenses.

      These circumstances, combined with other potential liabilities raise doubt
about our ability to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

      The accompanying consolidated financial statements have been prepared
assuming that we will continue as a going concern which contemplates, among
other things, the realization of assets and satisfaction of liabilities in the
ordinary course of business.

Inflation

      Our management believes that inflation has not had a material effect on
our results of operations.

Off-Balance Sheet Arrangements

      We do not have any off balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition, revenues,
results of operations, liquidity or capital expenditures.

Contractual Obligations

      As of September 30, 2005, we had the following contractual obligations:

<TABLE>
<CAPTION>
                                                              Payments due by period
                                                        ----------------------------------
                                                                    Less than
Contractual Obligations                                   Total      1 year      1-3 years
                                                        ----------  ----------  ----------
<S>                                                     <C>         <C>         <C>
Operating Lease Obligations
     Greenberg Farrow Architecture - AccuPoll - Tustin  $  133,826  $  133,826
     Loutex Amarillo - Texas Office Lease               $   62,304  $   54,579  $    7,725

Long-Term Debt
     Bank of America Line of Credit (Z prompt)          $   64,191  $   64,191
     Philip G. Trubey (Director)                        $  288,626  $  288,626
     Frank Ehret (related party)                        $   15,000  $   15,000

Convertible Debt
     Maxfield International                             $  308,000  $  308,000
     Lemanik SA                                         $   75,000  $   75,000
     Philip G. Trubey (Director)                        $  300,000  $  300,000
     Officers                                           $  557,473  $  557,473

Consulting Agreements
     National Strategies Inc.                           $  146,115  $  146,115
     Antara Communications                              $   22,365  $   22,365


Total                                                   $1,972,900  $1,965,175  $    7,725
</TABLE>

      On February 1, 2003 we entered in to a consulting agreement with National
Strategies Inc. The agreement is for a term of 12 months, and automatically
renews for additional year periods at the end of each one-year term, in absence
of 30 days advance written notice of termination from one of the parties. Under
the agreement, National Strategies is required to advise, consult and assist us
with securing contracts for the sale or lease of our election equipment in the
United States. We initially agreed to pay National Strategies $7,500 for the
first six months and $10,000 for the remaining six months of the first 12-month
term of the contract. Additionally, we agreed to pay National Strategies a
success fee of 5% of the total gross income from contracts received from any
clients introduced to us by National Strategies. This success fee is paid from
contract revenue. To date the monthly cash retainer portion of the agreement
with National Strategies, including the related consultants described below, has
been paid out of funds raised from investors.


                                       28
<PAGE>


      On January 23, 2004, an Addendum to the February 1, 2003 agreement was
made, and the compensation paragraph was changed. Under the new compensation
arrangement, we agreed to pay National Strategies $5,000 per month for the next
12-month term of the agreement. Also, we agreed to issue National Strategies
300,000 warrants, with a term of 10 years, to purchase shares of our common
stock at an exercise price of $1.16 per share.

      On March 1, 2004, under the same original consulting agreement dated
February 1, 2003 with National Strategies, a second addendum was made and we
agreed to hire Powers & Crane for legislative services in the State of New York
and we agreed to pay Powers & Crane $7,000 per month, until the end of the
contract. Payments to Powers & Crane are included in National Strategies'
monthly invoice.

      Also on March 1, 2004, under the same original consulting agreement dated
February 1, 2003 with National Strategies, another addendum was made and we
agreed to hire Walkovich Associates for services in the State of Connecticut and
we agreed to pay Walkovich Associates $2,000 for three months. Payments to
Walkovich Associates are included in National Strategies' monthly invoice.

      On April 1, 2004, under the same original consulting agreement dated
February 1, 2003 with National Strategies, a fourth addendum was made and we
agreed to hire The Tetris Group for services in the State of Utah. We agreed to
pay The Tetris Group $3,000 per month until the end of the contract. Payments to
The Tetris Group are also included in National Strategies' monthly invoice.

Business Trends

      There are three business trends evident in the market today that are
material to our operations. The first is the delay in the procurement cycle
until after the November 2004 election. This trend was influenced by two
factors: 1) the delay in the distribution of the federal funds by the United
States Election Assistance Commission, and 2) the presidential election in
November 2004. The delay in the distribution of the federal funds was caused by
the delay in nominating and confirming the Election Assistance Commissioners
(originally scheduled to be completed by April 2003, but instead was completed
in December 2003), and the delay on the part of some states in meeting all the
requirements for the funds to be released by the Election Assistance Commission.
With the delay in funding until June 2004, less than five months before the
November 2004 election, the majority of counties decided not to risk making any
changes until after the November 2004 election. At a public meeting of the
Election Assistance Commission on October 25, 2005 the following status was
reported in regards to distribution of Federal Funds under HAVA: As of October
21, 2005, over $2.2 billion of the $2.3 billion in federal funds appropriated
under Title II of HAVA has been distributed to the states and the remaining
$43.3 million is waiting for states to complete the HAVA state plan
certification process. This is in addition to the $650 million of the Title I
funds appropriated under HAVA that was distributed in 2003.

      The second business trend is the growing momentum of the voter verified
paper ballot movement. As of October 18, 2005, twenty-six states (Alaska,
Arkansas, California, Colorado, Connecticut, Hawaii, Idaho, Illinois, Maine,
Michigan, Minnesota, Missouri, Montana, New Hampshire, New Jersey, New Mexico,
New York, Nevada, North Carolina, Ohio, Oregon, South Dakota, Utah, Vermont,
Washington and West Virginia) have passed legislation requiring a voter verified
paper ballot. Another thirteen states (Arizona, Florida, Georgia, Indiana, Iowa,
Kansas, Maryland, Massachusetts, South Carolina, Tennessee, Texas, Virginia and
Wisconsin) are actively considering legislation that would make it a
requirement. In addition, federal legislation has been introduced in the U.S.
House and U.S. Senate to amend HAVA to expressly require a voter verified paper
audit trail.


                                       29
<PAGE>


      The third business trend is the growing list of states that are requiring
direct recording electronic voting systems to be qualified under the 2002
federal voting system standards. This requirement is primarily focused in states
where electronic voting systems have not been previously used (e.g., Illinois,
Missouri, Iowa, Kentucky and North Carolina).

      Overall the net impact of these trends on us is positive. We already have
a direct recording electronic voting system with a voter verified paper audit
trail qualified under the 2002 FEC voting system standards. This places us in a
position that as of September 30, 2005, we are one of the only two vendors with
a direct recording electronic voting system that is qualified under the 2002 FEC
voting system standards with a voter verified paper audit trail. This is
especially important in states like Missouri, Iowa and Illinois that have not
previously authorized direct recording electronic voting systems to be used in
the state, but must at a minimum meet the accessibility requirements under HAVA
(i.e., one direct recording electronic voting machine per polling place).

Critical Accounting Policies

      The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America ("GAAP") requires management to make judgments, assumptions and
estimates that affect the amounts reported in our consolidated financial
statements and the accompanying notes. The amount of assets and liabilities
reported on our balance sheet and the amount of revenues and expenses reported
for each of our fiscal periods are affected by estimates and assumptions, which
are used for, but not limited to, the accounting for equity instruments subject
to rescission, software development costs, estimated allowance for doubtful
accounts, the realizability of our investments in affiliated companies and the
valuation of deferred tax assets. Actual results could differ from these
estimates. The following critical accounting policies are significantly affected
by judgments, assumptions and estimates used in the preparation of the financial
statements:

Capitalized Software Development Costs

      In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 86 "Accounting for the Costs of Computer Software to be Sold Leased or
Otherwise Marketed," we capitalize 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 are
amortized on a straight-line basis over the estimated economic lives of the
products, 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. We periodically evaluate 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.

      The development of our voting system first met technological feasibility
requirements in fiscal 2003. At that time we commenced capitalization of
development costs to meet federal 1990 voting system standards. Our system was
qualified as meeting certain 1990 FEC voting system standards in late March 2004
at which time we ceased capitalization of costs and began amortizing them. The
costs of developing our voting system to 1990 FEC voting system standards
totaling approximately $2,720,000 are fully amortized at June 30, 2005. Upon
obtaining the 1990 voting system standards we immediately began to further
develop our voting system to meet certain 2002 FEC voting system standards, for
which we received qualification in May 2005. We began amortizing the capitalized
development costs incurred to meet the 2002 FEC voting system standards of
approximately $1,053,000 in June 2005. 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. In fiscal year
2005, the Company re-evaluated the estimated life of its software as a result of
the change to 2002 voting standards. Consequently, the estimated useful life was
reduced to one year.

Debt and Equity Transactions

      The Company issues debt with warrants and equity instruments to third
parties and non-employees. These issuances are recorded based the fair value of
these instruments. Warrants and equity instruments require valuation using the
Black Scholes model and other techniques, as applicable, and consideration of
various assumptions including but not limited to the volatility of our stock,
risk free rates and the expected lives of these equity instruments.


                                       30
<PAGE>


      Debt and equity issuances may have features which allow the holder to
convert at beneficial conversion terms, which are then measured using similar
valuation techniques and amortized to interest expense in the case of debt or
recorded as dividends in the casse of preferred stock instruments.

Equity Instruments Subject to Rescission

      We account for common stock and other equity instruments that may be
subject to rescission claims at estimated fair value (based on applicable
measurement criteria) in accordance with the Securities and Exchange
Commission's promulgated accounting rules and interpretive releases. Under the
Securities and Exchange Commission's interpretation of GAAP, reporting such
claims outside of stockholders' equity is required, regardless of how remote the
redemption event may be.

      We may be subject to possible claims for rescission with respect to the
sale or other issuances of certain common stock, options and warrants. The
consolidated balance sheets included elsewhere herein reflect an adjustment for
the matter described below.

      Approximately 275,000 shares of our common stock, options and warrants
that were issued or granted in the United States without registration or
qualification under federal or state securities laws during 2003 and 2004 (using
a two-year lookback) may be subject to rescission. The fair value of these
securities was estimated based on a combination of (a) the selling price of the
common stock on the dates sold, (b) the price per the agreement for stock issued
in conversion of debt, (c) the fair value of the stock options and warrants on
their grant dates, and (d) an independent valuation. Based in part on advice of
counsel, the fair value of these options and warrants was estimated using the
Black-Scholes option-pricing model. Based on these measurement criteria, our
potential liability directly associated with the aforementioned securities
transactions is estimated to approximate $87,400 (including interest at 10% per
annum) at September 30, 2005 plus legal fees and any fines or penalties that
might be assessed by regulatory agencies.

      The potential liability discussed above does not include options to
purchase a total of 3.6 million shares of common stock issued to our president
and to our chief executive officer because these two individuals are also
principal stockholders; acting together, they have the ability to control us.
The grant date estimated fair value of the options described in this paragraph
(excluding interest) approximates $1.4 million.

      Management is unable to determine at this time whether any claim for
rescission may be filed against us; however, there can be no assurance that such
claims will not be asserted. In addition, regulatory agencies could launch a
formal investigation and/or institute an enforcement proceeding against us.

Stock-Based Compensation

      In October 2004, the Company adopted The AccuPoll Holding Corp. 2004
Incentive Stock Plan (the 2004 ISP). As of September 22, 2005, no options had
been granted under the 2004 ISP and it had not been put to vote by the Company's
shareholders. On September 22, 2005, the Company's Board of Directors approved
the termination of the 2004 ISP.

      On September 22, 2005, the Company's Board of Directors approved the
adoption of The AccuPoll Holding Corp. 2005 Incentive Stock Plan (2005 ISP),
reserved 60 million shares of common stock for issuance under this plan, and
authorized the issuance options to purchase 51,538,000 shares of the Company's
common stock to qualified grantees. The 2005 ISP allows the Company to issue
either stock awards or restricted stock purchase offers (or options to purchase
stock), as defined, to directors, officers, employees and consultants of the
Company. The exercise price of options shall be no less than 100% (110% for
grantees owning more than 10% of the Company's common stock, as defined) of the
fair market value on the date of grant. Options shall vest no less than 20% per
year and no sooner than six month from the date of grant unless approved by the
Board of Directors and shall expire no later than ten years from the date of
grant. Unvested options shall terminate upon cessation of the grantee's status
as a director, officer, employee or consultant to the Company. On September 22,
2005, the Board of Directors approved grants vesting at 25% in six months and
25% each year thereafter.


                                       31
<PAGE>


      SFAS No. 123-R, "Share-Based Payment", a revision to SFAS No. 123, was
issued in December 2004 and requires that the compensation costs relating to
share-based payment transactions (including the cost of all employee stock
options) be recognized in the financial statements. That cost will be measured
based on the estimated fair value of the equity or liability instruments issued.
SFAS No. 123-R covers a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. SFAS No. 123-R replaces
SFAS No. 123, and supersedes APB Opinion No. 25. Due to a recent SEC
announcement delaying the effective date, the Company is required to apply SFAS
No. 123-R as of July 1, 2005. Thus, the Company's consolidated financial
statements will reflect an expense for (a) all share-based compensation
arrangements granted after June 30, 2005 and for any such arrangements that are
modified, cancelled, or repurchased after that date, and (b) the portion of
previous share-based awards for which the requisite service has not been
rendered as of that date, based on the grant-date estimated fair value. The
Company adopted SFAS No. 123-R effective July 1, 2005. As the Company has not
obtained shareholder approval for the 2005 ISP, the aforementioned September 22,
2005 options to employees (qualified grantees) are not considered outstanding
for accounting purposes.

Deferred Taxes and Valuation Allowance

      Deferred income taxes reflect the estimated tax effect of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts reported for income tax purposes. The Company
records a valuation allowance for deferred tax assets when, based on
management's best estimate of taxable income (if any) in the foreseeable future,
it is more likely than not that some portion of the deferred tax assets may not
be realized.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

      Changes in United States interest rates would affect the interest earned
on our cash and cash equivalents. Based on our overall interest rate exposure at
September 30, 2005, a near-term change in interest rates, based on historical
movements, would not materially affect the fair value of interest rate sensitive
instruments. Our debt instruments have fixed interest rates and terms and,
therefore, a significant change in interest rates would not have a material
adverse effect on our financial position or results of operations.

Item 4. Controls and Procedures.

(a) Disclosure controls and procedures

      The Company maintains disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as
amended) that are designed to ensure that information required to be disclosed
in the Company's Exchange Act reports is recorded, processed, summarized and
reported within the deadlines specified in the Securities and Exchange
Commission's rules and forms and that such information is accumulated and
communicated to the Company's management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow for timely decisions
regarding required disclosure. In designing and evaluating the internal controls
over financial reporting, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

      As of the end of the period covered by this report, the Company's
management carried out an evaluation, under the supervision and with the
participation of its Chief Executive Officer and Chief Financial Officer, of the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) of the Exchange Act). Based on the evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were not effective in ensuring that
information required to be disclosed by the Company in the reports it files
under the Exchange Act is: (i) accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure; and (ii)
recorded, processed summarized and reported within time periods specified in SEC
rules and forms.


                                       32
<PAGE>


(b) Changes in Internal Control Over Financial Reporting

      There has been no change in the Company's internal control over financial
reporting during the quarter ended September 30, 2005 that has materially
affected, or is reasonable likely to materially affect, the Company's internal
controls over financial reporting.

                                     PART II

Item 1. Legal Proceedings.

      No new legal proceedings were commenced during the quarter ended September
30, 2005 and there was no material development in a pending legal proceeding
during the quarter ended September 30, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

      From June 14, 2005 to October 18, 2005, we have sold an aggregate of
11,250 shares of Series A Convertible Preferred Stock, warrants to purchase an
aggregate of 11,250,000 shares common stock with an exercise price of $0.10 per
share, and warrants to purchase an aggregate of 11,250,000 shares of common
stock with an exercise price of $0.125 per share, to accredited investors in
private placement transactions. As of September 23, 2005, we received aggregate
gross proceeds of $1,125,000 from sales of Series A Preferred Stock and
Warrants. These private placements were exempt from registration under Rule 506
of Regulation D under the Securities Act of 1933, as amended.

      We had Promissory Notes Payable with two of our Officers. On August 22,
2005, the balance of $260,000 has been transformed in convertible debentures.
The convertible debenture bears interest at an annual rate of 8% payable upon
maturity at October 21, 2006. The debenture is convertible into shares of common
stock of $0.10 per share. At September 30, 2005, we had balance of $442,500
under Dennis Vadura debenture, and $114,973 under Frank Wiebe debenture.

      On August 22, 2005, Dennis Vadura, our current Chairman of the Board and
Chief Technology Officer and former Chief Executive Officer, loaned us $110,000.
As evidence of the $110,000 loan and prior existing loans totaling $230,000 from
Mr. Vadura, we issued Mr. Vadura a convertible promissory note in the principal
amount of $340,000. The principal sum of $340,000 is due to be repaid on August
22, 2006. The convertible promissory note bears interest at the rate of 8% per
annum, payable monthly in arrears beginning October 2005. Principal and interest
on the convertible promissory note is convertible into common stock at the rate
of $0.10 per share. These transactions were exempt from registration
requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

      On August 25, 2005, Frank J. Wiebe, a current director and our Chief
Operating Officer, Secretary and Treasurer and former President, loaned us
$25,000. As evidence of the $25,000 loan and prior existing loans totaling
$37,473 from Mr. Wiebe, we issued Mr. Wiebe a convertible promissory note in the
principal amount of $62,473. The principal sum of $62,473 is due to be repaid on
August 25, 2006. The convertible promissory note bears interest at the rate of
8% per annum, payable monthly in arrears beginning October 2005. Principal and
interest on the convertible promissory note is convertible into common stock at
the rate of $0.10 per share. These transactions were exempt from registration
requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

      In August 2005, Hyde Investments converted $120,000 of their convertible
debt into 1,920,000 shares of common stock. The transaction was exempt from
registration pursuant to Regulation S under the Securities Act of 1933, as
amended.


                                       33
<PAGE>


      In September 2005, we issued 200,000 shares of common stock for legal
services rendered, valued at $16,000. This transaction was exempt from
registration pursuant to Section 4(2) under the Securities Act of 1933, as
amended.

      In September 2005, we issued 1,283,560 shares of common stock for a
Settlement Agreement to honored the debt of $97,267 in accounts payable, of our
discontinued subsidiary, Zprompt. This transaction was exempt from registration
pursuant to Section 4(2) under the Securities Act of 1933, as amended.

      In September 2005, we issued 1,000,000 shares of common stock for
advertising and promotion services rendered, valued at $100,000. This
transaction was exempt from registration pursuant to Section 4(2) under the
Securities Act of 1933, as amended.

      On September 6, 2005, we increased the principal amounts of the above
convertible promissory notes issued to Messrs. Vadura and Wiebe. The amendments
to the convertible promissory notes reflect additional loans extended to us in
the amount of $102,500 from Mr. Vadura and in the amount of $52,500 from Mr.
Wiebe. The current principal amounts of the 8% convertible promissory notes are
$442,500 and $114,973, respectively, for Messrs. Vadura and Wiebe. These
transactions were exempt from registration requirements pursuant to Section 4(2)
of the Securities Act of 1933, as amended.

      On September 22, 2005, we authorized the issuance of options to purchase
51,558,000 shares of common stock to qualified grantees (directors, officers,
employees and consultants) under our 2005 Incentive Stock Plan. These issuances
were exempt from registration requirements pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

      On September 26, 2005, Palisades Capital, LLC, Hyde Investments, LLC and
Livingston Investments, Ltd. exercised their conversion rights pursuant to the
existing terms on an outstanding principal amount of $2,242,000 of convertible
debentures at a conversion price of $0.038 per share for a total of 59 million
shares of common stock to be issued in installments through June 2006. All
remaining principal and accrued interest totaling approximately $1,208,000 was
forgiven and an unexercised warrant for 6,400,000 common shares issued in June
2003 to GCH Capital, Ltd. was canceled. On September 26, 2005, we issued
20,800,000 shares of common stock, as a first installment of the above described
settlement These issuances were exempt from registration pursuant to Section
3(a)(9) of the Securities Act of 1933, as amended, Rule 506 promulgated under
the Securities Act of 1933, and/or Regulation S promulgated under the Securities
Act of 1933.


Item 3.        Defaults Upon Senior Securities.

      As of September 30, 2005, we do not have any defaults senior securities.

Item 4. Submission of Matters to a Vote of Security Holders.

      Not applicable.

Item 5. Other Information.

      Not applicable.


                                       34
<PAGE>

Item 6. Exhibits.

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   --------------------------------------------------------------------------------------
<S>       <C>
4.21      Form of Securities  Purchase  Agreement  for the purchase of Series A Preferred  Stock
          (Incorporated by reference from Exhibit 4.1 to Form 8-K, filed June 29, 2005)

4.22      Disclosure  Schedules to  Securities  Purchase  Agreement for the purchase of Series A
          Preferred  Stock  (Incorporated  by reference from Exhibit 4.2 to Form 8-K, filed June
          29, 2005)

4.23      Form of legal opinion in connection  with Form of  Securities  Purchase  Agreement for
          the purchase of Series A Preferred Stock  (Incorporated  by reference from Exhibit 4.3
          to Form 8-K, filed June 29, 2005)

4.24      Form of  Common  Stock  Purchase  Warrant  with  exercise  price  of $0.10  per  share
          (Incorporated by reference from Exhibit 4.4 to Form 8-K, filed June 29, 2005)

4.25      Form of  Common  Stock  Purchase  Warrant  with  exercise  price of  $0.125  per share
          (Incorporated by reference from Exhibit 4.5 to Form 8-K, filed June 29, 2005)

4.26      Form of Registration  Rights Agreement in connection with Form of Securities  Purchase
          Agreement  for the  purchase of Series A Preferred  Stock  (Incorporated  by reference
          from Exhibit 4.6 to Form 8-K, filed June 29, 2005)

4.27      Form of Escrow Agreement in connection with Form of Securities  Purchase Agreement for
          the purchase of Series A Preferred Stock  (Incorporated  by reference from Exhibit 4.7
          to Form 8-K, filed June 29, 2005)

4.28      8%  Convertible  Promissory  Note  dated  August  25,  2005  issued to Frank J.  Wiebe
          (Incorporated by reference from Exhibit 4.1 to Form 8-K, filed August 26, 2005)

4.29      8%  Convertible  Promissory  Note  dated  August  25,  2005  issued to  Dennis  Vadura
          (Incorporated by reference from Exhibit 4.2 to Form 8-K, filed August 26, 2005)

4.30      Amendment No. 1 to 8% Convertible  Promissory Note due August 25, 2006 issued to Frank
          J. Wiebe  (Incorporated  by reference from Exhibit 4.2 to Form 8-K, filed September 8,
          2005)

4.31      Amendment  No. 1 to 8%  Convertible  Promissory  Note due  August 25,  2006  issued to
          Dennis  Vadura  (Incorporated  by  reference  from  Exhibit  4.4 to  Form  8-K,  filed
          September 8, 2005)

4.32      Promissory  Note  dated May 23,  2005  issued to Philip  G.  Trubey  (Incorporated  by
          reference from Exhibit 4.1 to Form 8-K, filed October 4, 2005)

4.33      Amendment  No. 1, dated  September  30, 2005,  to  Promissory  Note dated May 23, 2005
          issued to Philip G. Trubey  (Incorporated  by reference  from Exhibit 4.2 to Form 8-K,
          filed October 4, 2005)

4.34      Amendment No. 2, dated  October 6, 2005, to Promissory  Note dated May 23, 2005 issued
          to Philip G. Trubey  (Incorporated  by reference  from Exhibit 4.2 to Form 8-K,  filed
          October 11, 2005)

4.35      Intellectual  Property Security Agreement made as of September 30, 2005 by and between
          AccuPoll  Holding Corp. and Philip G. Trubey  (Incorporated  by reference from Exhibit
          10.1 to Form 8-K, filed October 4, 2005)

10.15     Employment  Agreement  of  William  E.  Nixon  dated  July 1,  2005  (Incorporated  by
          reference from Exhibit 10.1 to Form 8-K filed July 8, 2005)

10.16     Employment  Agreement of Dennis Vadura dated July 1, 2005  (Incorporated  by reference
          from Exhibit 10.2 to Form 8-K filed July 8, 2005)

10.17     Employment  Agreement  of Frank Wiebe dated July 1, 2005  (Incorporated  by  reference
          from Exhibit 10.3 to Form 8-K filed July 8, 2005)

10.19     Conversion and Settlement  Agreement With Mutual Releases entered into as of September
          26, 2005,  by and between  AccuPoll  Holding  Corp,  AccuPoll,  Inc.,  Dennis  Vadura,
          Corporate  Legal  Services,  LLP,  Palisades  Capital,  LLC,  Hyde  Investments,  LLC,
          Livingston  Investments,  Ltd. and GCH Capital,  Ltd.  (Incorporated by reference from
          Exhibit  10.4 to the  Company's  annual  report on Form 10-K for the fiscal year ended
          June 30, 2005, filed September 28, 2005)

10.20     Registration  Rights  Agreement  dated as of September 26, 2005, by and among AccuPoll
          Holding  Corp.,   Palisades  Capital,  LLC,  Hyde  Investments,   LLC  and  Livingston
          Investments,  Ltd.  (Incorporated  by reference  from  Exhibit  10.5 to the  Company's
          annual  report on Form 10-K for the fiscal year ended June 30, 2005,  filed  September
          28, 2005)

31.1      Certification  by  Chief  Executive  Officer,  required  by  Rule  13a-14(a)  or  Rule
          15d-14(a) of the Exchange Act

31.2      Certification  by  Chief  Financial  Officer,  required  by  Rule  13a-14(a)  or  Rule
          15d-14(a) of the Exchange Act

32.1      Certification  by  Chief  Executive  Officer,  required  by  Rule  13a-14(b)  or  Rule
          15d-14(b)  of the  Exchange  Act and  Section  1350 of  Chapter  63 of Title 18 of the
          United States Code

32.2      Certification  by  Chief  Financial  Officer,  required  by  Rule  13a-14(b)  or  Rule
          15d-14(b)  of the  Exchange  Act and  Section  1350 of  Chapter  63 of Title 18 of the
          United States Code
</TABLE>


                                       35
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                           ACCUPOLL HOLDING CORP.


  Dated: November 14, 2005        By:    /s/ William E. Nixon
                                         -----------------------------
                                         William E. Nixon,
                                         Chief Executive Officer


  Dated: November 14, 2005        By:    /s/ Diana Dimadi
                                         -----------------------------
                                         Diana Dimadi,
                                         Chief Financial Officer and Principal
                                         Accounting Officer


                                       35