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, 2004

                                       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: _______________


                             ACCUPOLL HOLDING CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                15101 RED HILL AVE. SUITE # 220, TUSTIN, CA 92780
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

         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. [X] YES [ ] NO

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required to be filed by Sections 12, 13 or 15(d) of the  Securities
Exchange Act fo 1934 subsequent to the  distribution of securities  under a plan
confirmed under a plan confirmed by a court. [ ] YES [ ] NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest  practicable date:  186,589,504 shares
of common stock, $.001 par value per share, as of October 14, 2004.

<PAGE>





                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


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

<TABLE>
<CAPTION>
                                    ASSETS
                                                                                  (Unaudited)
                                                                                September 30, 2004      June 30, 2004
                                                                                ------------------     ---------------
<S>                                                                               <C>                    <C>
CURRENT ASSETS
      Cash                                                                        $    773,961           $    113,789
      Accounts receivable, net                                                         303,895                254,895
      Inventories                                                                      375,548                168,636
                                                                                  ------------           ------------
TOTAL CURRENT ASSETS                                                                 1,453,404                537,320

      Property and equipment, net                                                       14,174                 14,012
      Capitalized software development costs                                         1,855,532              2,544,207
      Other assets                                                                      26,765                 26,246
                                                                                  ------------           ------------

      TOTAL ASSETS                                                                $  3,349,875           $  3,121,785
                                                                                  ============           ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Accounts payable and accrued expenses                                       $  1,693,461           $  1,817,284
      Related party payables                                                         1,214,070              1,228,070
      Unearned revenue                                                                  35,387                 74,628
      Convertible debt, net of discount                                              3,817,100              3,304,600
      Notes payable to related parties                                                  20,000                 30,000
      Put liability related to warrant issuance                                        163,760                163,760
      Liabilities subject to compromise                                                732,470                732,544
                                                                                  ------------           ------------

TOTAL CURRENT LIABILITIES                                                            7,676,248              7,350,886
                                                                                  ------------           ------------
      Put liability related to warrant issuances
      Equity intstruments subject to rescission                                      6,300,000              6,200,000
      Equity interest of stockholders in consolidated affiliate
                                                                                  ------------           ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

      Convertible Series A preferred stock, $0.001 par value,
        80,000 shares authorized, zero shares issued or outstanding
      Common stock, par value of $0.001, 600,000,000 shares authorized;
        186,589,506 and 112,945,963 shares issued and outstanding, respectively        181,454                158,482
      Additional paid in capital                                                    15,513,645             12,046,817
      Accumulated deficit                                                          (26,321,472)           (22,634,400)
                                                                                  ------------           ------------

TOTAL STOCKHOLDERS' DEFICIT                                                        (10,626,373)           (10,429,101)
                                                                                  ------------           ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 $  3,349,875              3,121,785
                                                                                  ============           ============

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

</TABLE>

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

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          For The Three Month Periods Ended September 30, 2004 and 2003
--------------------------------------------------------------------------------

                                          (Unaudited)
                                  September 30,  September 30,
                                       2004          2003
                                   -----------   -----------
NET SALES                              494,244

COST OF SALES                          329,357
                                    ----------    ----------

GROSS PROFIT                           164,887

OPERATING EXPENSES
       General and administrative    1,315,155       915,290
       Professional fees             2,191,277        87,327
                                    ----------    ----------

                                     3,506,432     1,002,617
                                    ----------    ----------


OPERATING LOSS                      (3,341,545)   (1,002,617)

INTEREST EXPENSE, NET                  345,527       610,073
                                    ----------    ----------

NET LOSS                            (3,687,072)   (1,612,690)
                                    ==========    ==========
BASIC AND DILUTED LOSS
    PER COMMON SHARE                     (0.02)        (0.01)
                                    ==========    ==========
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING             175,165,060   113,236,887
                                    ==========    ==========

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

<PAGE>

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

                             ACCUPOLL HOLDING CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Three Month Periods Ended September 30, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                            (Unaudited)
                                                                                       2004                2003
                                                                                -----------------   -----------------
<S>                                                                             <C>                 <C>

Cash flows from operating activities:
     Net loss                                                                       $ (3,687,072)       $ (1,612,690)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
         Depreciation and amortization                                                   693,874                   -
         Amortization of estimated fair market value of warrants
            granted and beneficial conversion feature in connection with
            the issuance of convertible notes payable                                          -             110,033
         Amortization of beneficial conversion feature in connectionn
            with the issuance of subordinated convertible notes                                -             500,000
         Beneficial conversion feature expense                                           312,500                   -
         Estimated fair market value of options and warrants granted
            for services                                                                       -             168,000
         Vesting of previously issued stock options                                            -             136,545
         Estimated fair market value of common stock issued
            for services                                                                       -              32,930
         Options and warrants granted for services                                     1,462,900                   -
         Changes in operating assets and liabilities:                                          -                   -
            Accounts receivable                                                          (49,000)                  -
            Inventories                                                                   68,863                   -
            Prepaid expenses and other assets                                           (276,294)            (37,765)
            Accounts payable and accrued expenses                                       (123,823)            225,971
            Related party payables                                                       (14,000)             61,490
            Deferred income                                                              (39,241)                  -
                                                                                -----------------   -----------------

     Net cash used in operating activities                                            (1,651,293)           (415,486)
                                                                                -----------------   -----------------

Cash flows from investing activities:
     Increase in deferred acquisition costs                                                    -             (81,000)
     Increase in capitalized software development costs                                   (5,361)           (360,330)
                                                                                -----------------   -----------------

     Net cash used in investing activities                                                (5,361)           (441,330)
                                                                                -----------------   -----------------

Cash flows from financing activities:
     Proceeds from the issuance of notes payable to related parties                            -              50,000
     Principal payments on notes payable to related parties                              (10,000)                  -
     Proceeds from issuance of convertible subordinated debt                                   -             500,000
     Proceeds from issuance of convertible notes payable                                 512,500             200,000
     Proceeds from the issuance of notes payable                                               -                   -
     Proceeds from the issuance of common stock, net of commissions                    1,774,896              25,000
     Proceeds from issuance of common stock upon exercise of warrants,
       net of commissions                                                                 39,430             152,786
                                                                                -----------------   -----------------

     Net cash provided by financing activities                                         2,316,826             927,786
                                                                                -----------------   -----------------

Net increase (decrease) in cash                                                          660,172              70,970

Cash at beginning of period                                                              113,789                   -
                                                                                -----------------   -----------------

Cash at end of period                                                           $        773,961    $         70,970
                                                                                =================   =================


Supplemental disclosure of non-cash financing and operating activities

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

------------------------------------------------------------------------------------------------------------------------------------
Page F-3

</TABLE>


<PAGE>

NOTE 1: BASIS OF REPORTING

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/A  annual  report of the Company,  as amended,  for the year ended
June 30, 2004. 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, 2004 are not  necessarily  indicative of the results
that may be expected for the entire fiscal year.

GOING CONCERN CONSIDERATIONS

The condensed  consolidated financial statements are presented on the basis that
the Company will continue as a going concern which  contemplates the realization
of assets and the satisfaction of liabilities in the ordinary course of business
over a reasonable length of time. The Company has incurred significant operating
losses and has used cash in its  operations  since its  inception.  Most of this
cash was expended in the development of software and systems  infrastructure and
in  organization  development  and  staffing.  Other funds were  invested in the
development and protection of intellectual  property,  and financial  investment
advisory fees and commissions related to fund raising.

At September  30, 2004,  the Company has an  accumulated  deficit  approximating
$26,321,000  Further, the Company has not generated any revenues from its Voting
System   operations,and   there  is  no  assurance   of  any  future   revenues.
Consequently,  the  Company  will  require  substantial  additional  funding for
continuing the development, obtaining regulatory approval, and commercialization
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 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 the
Company's products.  There can be no assurance that the Company will receive the
regulatory approval required to market its proposed products.

The Company has incurred losses through September 30, 2004, has negative working
capital  at  that  date  of  approximately  $6.2  million,  and  has a  lack  of
operational  history which,  among other factors,  raise substantial doubt about
its  ability  to  continue  as a going  concern.  The  Company  intends  to fund
operations through sales of the Voting System, but there is no commitment by any
entities  for the purchase of any of the  proposed  products.  In the absence of
significant sales and profits, the Company may seek to raise additional funds to
meet its working  capital  requirements  through  debt and/or  equity  financing

Page F-4
<PAGE>

arrangements.  Management believes that such arrangements, combined with the net
proceeds  from  planned  capital  transactions  will be  sufficient  to fund the
Company's   capital   expenditures,   working   capital  needs  and  other  cash
requirements for the year ending June 30, 2005. 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.

These circumstances, combined with other potential liabilities raise substantial
doubt  about  the  Company's  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.

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the accounts of AccuPoll
Holding  Corp.  (a  Nevada  Corporation)  and  its  wholly  owned  subsidiaries,
AccuPoll,  Inc. and Z Prompt,  Inc. ("Z Prompt").  In accordance  with Financial
Accounting Standards Board ("FASB")  Interpretation ("FIN") No. 46, the accounts
of Web Tools  International,  Inc.  ("WTI") have not been  consolidated  for the
three months ended September 30, 2004 (see "De-Consolidation of WTI" below). 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."

As discussed in Note 3, Z Prompt filed for bankruptcy  protection in March 2004.
The accompanying financial statements do not include any adjustments that may be
required in connection with restructuring Z Prompt, as it proposes to reorganize
under Chapter 11 of the Bankruptcy Code. In addition,  as described herein,  the
Company and certain of its officers and  principal  stockholders  are  presently
involved in civil litigation with certain former  stockholders and officers of Z
prompt.   Management  has  determined   that  it  would  not  be  meaningful  to
de-consolidate the accounts of Z prompt at this time because the Company (a) has
a substantial  investment in Z prompt as of September 30, 2004,  and (b) expects
to re-gain  control of this subsidiary  based on the  expectation  that Z prompt
will be able to  negotiate  a  confirmed  reorganization  plan and  emerge  from
bankruptcy by approximately March of 2005. See Note 3 for additional information
regarding Z prompt. Accordingly, the Company has not deconsolidated the accounts
of Z Prompt in its September 30, 2004 consolidated financial statements.

NATURE OF OPERATIONS

AccuPoll  Holding  Corp.  does business  through its wholly owned  subsidiaries,
AccuPoll, Inc. and Z Prompt, Inc.

AccuPoll,  Inc.  is  engaged  in the  design  and  development  of an  intuitive
touch-screen  interface  (the "Voting  System")  that  provides a polling  place
electronic voting solution that is confidential,  reliable, accurate, immediate,
secure and  auditable.  While  maintaining  and  preserving  the  current  voter
experience,  the Company adds the ability to  accurately  capture in  electronic
form a voter's true intent, while simultaneously  preserving the legally binding
vote - the  official  paper  ballot.  The  Voting  System  has  the  ability  to
simultaneously  produce two different  electronic audit trails (recorded on both
the polling place administrative work station and the local voting station),  in
addition to generating a printed-paper  ballot.  The Company completed a reverse
merger with a publicly traded company in May 2002 and its common stock is quoted
on the Over-The-Counter Bulletin Board under the symbol "ACUP."

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

Page F-5

<PAGE>

WTI  was   incorporated   in   1996   and  is   owned   and   operated   by  two
stockholders/officers  of  AccuPoll  Holding  Corp.  WTI is in the  business  of
software   engineering  in  various  computer  languages  with  an  emphasis  on
Linux/Apache, Sun Solaris and Microsoft NT/Win2K platforms.

STOCK-BASED EMPLOYEE COMPENSATION

As of September  30, 2004,  the Company has not adopted a  stock-based  employee
compensation  plan.  The  Company  accounts  for  stock-based   compensation  to
employees  under  the  recognition  and  measurement  principles  of  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees,"  and  related  Interpretations.   The  Company  did  not  incur  any
stock-based employee  compensation cost for the three months ended September 30,
2004 and 2003 under APB  Opinion No. 25. The  following  table  illustrates  the
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.   123,   "Accounting   for   Stock-Based
Compensation," to stock-based employee  compensation for the three month periods
ended September 30, 2004 and 2003

                                            Three Months Ended
                                               September 30,
                                      ---------------------------
                                            2004         2003
                                      -------------  ------------
Net loss available to common           $(3,687,072)   $(1,321,023)
stockholders, as reported *
Pro forma compensation expense            (181,710)     (355,000)
                                      -------------  ------------
Pro forma net loss available to
common stockholders                    $(3,868,782)   $(1,676,023)
                                      =============  ============
Loss per common share, as reported
   Basic and diluted                   $     (0.02)   $     (0.01)
                                      =============  ============
Loss per common share, pro forma
   Basic and diluted                   $     (0.02)   $     (0.01)
                                      =============  ============

*  These amounts include interest related to certain equity instruments subject
   to rescission (see Note 2).

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  basis.  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.

REVENUE RECOGNITION

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

The SEC issued Staff Accounting Bulletin 104 ("SAB 104"), "REVENUE RECOGNITION,"
which  outlines the basic  criteria  that must be met to  recognize  revenue and
provides  guidance for  presentation of revenue and for  disclosures  related to
revenue  recognition  policies  in  financial  statements  filed  with  the SEC.
Management  of the  Company  believes  that its revenue  recognition  accounting
policy conforms to SAB 104.

Page F-6
<PAGE>

IMPAIRMENT OF LONG LIVED-ASSETS

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

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

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, 2004 and 2003:

                                            THREE MONTHS ENDED
                                              SEPTEMBER 30,
                                      ----------------------------
                                           2004           2003
                                      --------------  ------------
Net loss                               $ (3,687,072)  $(1,321,023)
Interest related to equity
instruments subject to rescission          (100,000)           --
                                      --------------  ------------
Dilutive net loss available to
common stockholders                    $ (3,787,082)  $(1,321,023)
                                      ==============  ============
Shares used to compute loss per
common share                            175,165,060   113,236,887
                                      ==============  ============
Basic and diluted loss per common
share:                                 $      (0.02)  $     (0.01)
                                      ==============  ============

*   These amounts include interest related to certain equity instruments subject
    to rescission (See Note 2).

DE-CONSOLIDATION OF WTI

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities, an Interpretation of ARB 51." The primary objectives of FIN No. 46 are
to provide  guidance  on the  identification  of entities  for which  control is
achieved through means other than voting rights (variable interest entities,  or

Page F-7
<PAGE>

"VIEs"),  and  how to  determine  when  and  which  business  enterprise  should
consolidate the VIE. This new model for  consolidation  applies to an entity for
which  either:  (a) the equity  investors  do not have a  controlling  financial
interest;  or (b) the equity  investment at risk is insufficient to finance that
entity's activities without receiving additional  subordinated financial support
from other  parties.  In  addition,  FIN No. 46  requires  that both the primary
beneficiary and all other enterprises with a significant  variable interest in a
VIE make  additional  disclosures.  As amended in December  2003,  the effective
dates  of FIN No.  46 ("FIN  46-R")  for the  Company  are as  follows:  (a) For
interests in special-purpose entities: the first period ended after December 15,
2003;  and (b) For all other types of VIEs:  the first  period ended after March
15, 2004.

As disclosed in the notes to the Company's June 30, 2004 consolidated  financial
statements  previously filed with the SEC in amended Form 10-K/A, the Company is
associated with WTI through common ownership;  however, in addition, even though
the Company was virtually WTI's only customer for software development services,
the master  services  agreement with the Company  expired March 31, 2004.  Since
that date, the Company has not used the services of WTI because the software for
the  Voting  System  is now  substantially  complete;  any  additional  computer
programming that may be necessary will be provided by Company employees (some of
whom are former WTI employees).  At this time, WTI is virtually a dormant entity
with just two minor  customers and only a few employees.  Although the Company's
September  30, 2004 payable to WTI is a  substantial  amount (see the  preceding
paragraph),  there is no intent to pay this liability in the foreseeable future.
Given its minimal  operations at this time,  management  believes that WTI is no
longer  dependent  for its  continued  existence  upon  additional  subordinated
financial  support from the Company or its controlling  stockholders.  For these
reasons,  management  has  concluded  that the  Company is no longer the primary
beneficiary of WTI . Accordingly,  the accompanying  financial statements do not
include the accounts of WTI.

SEGMENT INFORMATION

SFAS 131, "Disclosures about Segments of an Enterprise and Related Information,"
changed the way public  companies  report  information  about  segments of their
business  in their  annual  financial  statements  and  requires  them to report
selected segment information in their quarterly reports issued to shareholders.

It also  requires  entity-wide  disclosures  about the  products and services an
entity provides,  the foreign countries in which it holds significant assets and
its major customers. At September 30, 2004 and 2003, the Company operates in one
segment, as disclosed in the accompanying consolidated statements of operations.

RECLASSIFICATIONS

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

NOTE 2: EQUITY INSTRUMENTS SUBJECT TO RESCISSION

Management  discovered  that the  Company  may be  subject  to  possible  claims
rescission with respect to the sale or other issuances of common stock,  options
and warrants.

The Company has 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,  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 purchaser

Page F-8

<PAGE>

would have a number of remedies,  including  the right to rescind the  purchase.
The Securities  Act of 1933, as amended,  requires that any claim for rescission
be brought within one year of the violation.  The Company has sold approximately
9,768,000  shares of common stock and warrants and options to purchase shares of
common stock in the United  States  within one year of September  30, 2004.  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.  The Company sold approximately 13,995,000 shares of common stock and
warrants  and options to purchase  shares of common  stock in the United  States
within two years of September 30, 2004.

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 claims
will not be asserted.  In addition,  regulatory  agencies  could launch a formal
investigation and/or institute an enforcement proceeding against the Company.

The Company  accounts for common stock and other equity  instruments that may be
subject to rescission claims as a put liability based on estimated fair value in
accordance  with  the  SEC's  promulgated   accounting  rules  and  interpretive
releases.  Since equity instruments  subject to rescission are redeemable at the
holder's  option or upon the occurrence of an uncertain  event not solely within
the Company's control,  such equity instruments are outside thescope of SFAS No.
150 and its related  interpretations.  Under the SEC's  interpretation  of GAAP,
reporting such claims outside of stockholders' equity (as "mezzanine equity") is
required, regardless of how remote the redemption event may be.Thus, the Company
has  reported   approximately   $6.3  million  as  "mezzanine   equity"  in  the
accompanying September 30, 2004 condensed consolidated balance sheet.

As previously  reported,  the Company's  prior year  financial  statements  were
restated.  In addition,  all  financial  information  included in these notes to
consolidated  financial statements for the first quarter of fiscal 2003 has been
adjusted.

NOTE 3:  BANKRUPTCY FILING BY WHOLLY-OWNED SUBSIDIARY

On March 23, 2004 (the  "Petition  Date"),  Z Prompt (or the  "Debtor")  filed a
voluntary  petition for relief (the  "Chapter 11 Case") under  Chapter 11 of the
United  States  Bankruptcy  Code (the  "Bankruptcy  Code") in the United  States
Bankruptcy  Court  for the  Central  District  of  California  (the  "Bankruptcy
Court").  Since the Petition  Date, Z Prompt has  continued to conduct  business
activities as a debtor-in-possession under the Bankruptcy Code.

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with GAAP  applicable to a going concern,  which assumes that assets
will be realized and  liabilities  will be discharged in the ordinary  course of
business.  As a result of the  Chapter 11 Case,  the  realization  of Z Prompt's
assets and the liquidation of its liabilities are subject to uncertainty. In the
Chapter 11 Case, a  substantial  portion of the Debtor's  liabilities  as of the
Petition  Date is  subject  to  compromise  or other  treatment  under a plan of
reorganization.  Generally,  actions to enforce or otherwise effect repayment of
all  pre-Chapter 11 liabilities  as well as any pending  litigation  against the
Debtor (see Note 7) are stayed while Z Prompt operates as a debtor-in-possession
during bankruptcy proceedings.  Schedules have been filed by the Debtor with the
Bankruptcy  Court setting forth the liabilities  (approximately $ 1 million) and
assets of Z Prompt as of the  Petition  Date based on its  unaudited  accounting
records.  Differences  between  amounts  reflected in such  schedules and claims
filed by creditors will be investigated, and will either be amicably resolved or
adjudicated by the Bankruptcy Court. The ultimate amount and settlement terms of
such liabilities are not presently determinable.

Page F-9
<PAGE>


Financial  accounting  and reporting  during a Chapter 11 case are prescribed by
Statement   of  Position   No.   90-7,   FINANCIAL   REPORTING  BY  ENTITIES  IN
REORGANIZATION  UNDER THE BANKRUPTCY CODE ("SOP 90-7"). For financial  reporting
purposes,  Z Prompt's  pre-petition  liabilities and  obligations,  which may be
subject to  settlement  or otherwise  dependent on the outcome of the Chapter 11
case, have been segregated and classified as "liabilities subject to compromise"
in the accompanying September 30, 2004 condensed consolidated balance sheet (see
Note 10).  In  addition,  the  Company  will  report  all  significant  Z Prompt
transactions  (other than interest  expense)  directly related to the Chapter 11
Case as "reorganization  items" in its future statements of operations.  Certain
additional disclosures including (a) claims not subject to reasonable estimation
of the amount to be allowed and (b) any significant  difference between reported
interest  expense  and stated  contractual  interest  will be provided in future
financial   statements   (as  required  by  SOP  90-7)  when  such  amounts  are
determinable and/or when the related transactions occur.

As discussed above, Z Prompt is currently a debtor-in-possession pursuant to the
Bankruptcy Code.  Management  continues to conduct business activities under the
supervision  of the  Bankruptcy  Court and,  among other  things,  the Debtor is
granted a 120-day exclusive right to propose a plan of reorganization which must
be  approved  by the  creditors  and  confirmed  by  the  Bankruptcy  Court.  In
accordance  with the Bankruptcy  Code, an automatic stay provides that creditors
of Z Prompt and other parties in interest are prevented  from seeking  repayment
of pre-petition debts. Additionally, unless otherwise approved by the Bankruptcy
Court, the Debtor must refrain from paying any pre-petition indebtedness.

Z  Prompt's  bankruptcy  filing  resulted  in  non-payment  of  the  April  2004
installment  owed to a secured  creditor  under a line of credit  agreement (see
Note 5). Because of this event,  such  indebtedness is in default and is now due
and payable.  The repayment,  if any, of such  indebtedness will be a subject of
the reorganization  plan. An important element in successfully  reorganizing the
Debtor will be the ability to restructure certain liabilities in order to reduce
indebtedness and provide funding for operations.

On  April  20,  2004,  the  Bankruptcy  Court  approved  a  debtor-in-possession
financing  arrangement  whereby Z Prompt is  permitted  to  obtain  credit  from
AeroFund  Financial,  Inc.  of no more than  $500,000  through  the sale  and/or
factoring of its  post-petition  accounts  receivable;  this credit  facility is
collateralized by a security interest in such accounts receivable.

Although  legal fees and other  administrative  expenses  to complete Z Prompt's
bankruptcy  proceedings  may  be  significant,   they  are  not  susceptible  to
reasonable estimation at this time; accordingly,  the accompanying September 30,
2004 condensed  consolidated  financial  statements do not include any provision
for such costs not yet incurred by the Debtor.

Z Prompt  could  decide to reject  some or all of its lease  obligations  in the
Chapter 11 Case.  This action may result in lease  rejection  claims pursuant to
the Bankruptcy Code; any such claims would then be adjudicated by the Bankruptcy
Court. No expenses for any possible lease  rejection  claims have been reflected
in the Company's September 30, 2004 condensed consolidated financial statements.

As part of the process of attempting to reorganize, Z Prompt is pursuing various
financing alternatives that may be available, although there can be no assurance
that the Debtor will be able to  successfully  implement any such  alternatives.
Though Z Prompt  intends to make  efforts to  increase  its  revenues to improve
operations,  it is possible that losses will continue for the foreseeable future
and the Debtor will  require  additional  funding and  financial  support from a
third party and/or its parent  company.  There can be no assurance that any such
additional  financing will be available on acceptable terms, that such funds (if
available) would enable Z Prompt to continue operating,  or that the Debtor will
be  successful in increasing  its revenues.  In addition,  there is no assurance
that the creditors and the Bankruptcy Court will approve a  reorganization  plan
that will allow Z Prompt to survive.


Page F-10
<PAGE>

Condensed balance sheet information of Z prompt as of September 30, 2004 and
June 30, 2004 and results of operations for the three months ended September 30,
2004 is presented below. No comparable information is presented for the three
months ended September 30, 2003 as Z Prompt was acquired effective October 2003.


                                  Z PROMPT INC.
                                 BALANCE SHEETS

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

             ASSETS                              September 30, 2004           June 30, 2004
                                                    (unaudited)                 (unaudited)
<S>                                            <C>                           <C>

CURRENT ASSETS
      Cash                                       $           48,675           $      34,010
      Accounts receivable, net                              296,699                 254,895
      Inventories                                            44,723                  20,667
                                                 ------------------           -------------
                                                            390,097                 309,572

OTHER, net                                                    7,950                   2,512
                                                 ------------------           -------------

      TOTAL ASSETS                               $          398,047           $     312,084
                                                 ==================           =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Accounts payable and accrued expenses      $          216,865           $     301,734
      Loan from parent company                              823,380                 620,395
      Deferred revenues                                      35,387                  74,628
      Liabilities subject to compromise                     732,470                 732,544
                                                 ------------------           -------------
      TOTAL LIABILITIES                                   1,808,102               1,729,301
                                                 ------------------           -------------

STOCKHOLDERS' DEFICIT                                    (1,410,055)             (1,417,217)
                                                 ------------------           -- ----------

TOTAL LIABILITIES AND DEFICIT                    $          398,047                $312,084
                                                 ==================           =============
</TABLE>

                                  Z PROMPT INC.
                       STATEMENT OF OPERATIONS (Unaudited)
                      THREE MONTHS ENDED SEPTEMBER 30, 2004



           NET SALES                         $   494,244

           COST OF SALES                         329,357
                                             -----------

           GROSS PROFIT                          164,187

           EXPENSES
            General and administrative            99,872
            Salaries and related                  54,967
            Interest                               3,128
                                             -----------
                                                 157,697
                                             -----------

           PRETAX INCOME                     $     7,190
                                             ===========


The September 30, 2004 balances of Z Prompt's liabilities that became subject to
compromise on March 23, 2004 are as follows:

   Accounts payable and accrued expenses                          $     336,470
   Line of credit payable to a financial institution (Note 5)           225,000
   Notes payables to related parties                                    171,000
                                                                  -------------
                Total                                             $     732,470
                                                                  =============

Page F-11
<PAGE>


NOTE 4: CAPITALIZED SOFTWARE DEVELOPMENT COSTS

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  three-year  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.

The Company periodically evaluates whether events or circumstances have occurred
that  indicate  that the  remaining  useful  lives of the  capitalized  software
development costs should be revised or that the remaining balance of such assets
may not be  recoverable.  At September  30, 2004,  management  believes  that no
revisions to the remaining  useful lives or write-down of  capitalized  software
development  costs are required.  The Company began  amortizing its  capitalized
software development costs in April 2004, following the March 2004 qualification
of its Voting System as complying with certain federal voting system  standards;
at September 30, 2004, accumulated amortization approximated $925,000.

NOTE 5: LINE OF CREDIT

The  Company  has a  revolving  line of credit  agreement  (the  "Line")  with a
financial  institution  that matured in August 2004, as amended.  The Line bears
interest  at 5% per annum.  A  shareholder  of the  Company who is also a former
majority  shareholder  of Z Prompt  guaranteed  the Line.  The terms of the Line
provided for borrowings of up to $280,000.  At September 30, 2004, the Company's
outstanding  borrowings  totaled  $225,000,  which are  included in  liabilities
subject  to  compromise  on  the  accompanying   September  30,  2004  condensed
consolidated balance sheet.

NOTE 6: CONVERTIBLE DEBT

On July 2nd 2004, through a Private Placement  Memorandum,  the Company acquired
$625,000 convertible debenture.  The "Convertible Note" bears interest at 8% per
annum On September 08, 2004,  Accupoll Inc. returned  $312,500.  The balance was
converted  into 2,395,833  common stock,  at a price value of $0.15 per share in
October 2004.

The convertible  feature of this note payable  provides for a rate of conversion
that is below  market  value of the  common  stock.  This  feature  is  normally
characterized as a beneficial  conversion feature ("BCF").  Pursuant to Emerging
Issues  Task Force  ("EITF")  Issue No.  98-5  ("EITF  98-5"),  "Accounting  For
Convertible  Securities  with  Beneficial  Conversion  Features or  Contingently
Adjustable  Conversion  Ratio," and EITF Issue No. 00-27,  "Application  of EITF
Issue No. 98-5 To Certain  Convertible  Instruments,"  the Company has estimated
the fair value of such BCF to approximate $312,500 which has been amortized into
interest expense for the quarter ended September 30, 2004.

NOTE 7: OTHER COMMITMENTS AND CONTINGENCIES

In November 2002, the Company entered into a Location Incentives  Agreement (the
"Agreement")  with the Amarillo  Economic  Development  Corporation  ("AEDC") to
establish  the  Company's  customer  service  center and voting  machine  repair
operations in Amarillo,  Texas.  According to the terms of the  Agreement,  AEDC

Page F-12

<PAGE>


will pay the  Company  $250,000  upon the  Company's  execution  of a lease  for
facilities in Amarillo.  The funds  advanced  under the Agreement are to be used
solely for the  operations  in  Amarillo.  If the Company  does not meet certain
minimum employment  requirements,  as defined,  it will be required to repay all
amounts advanced. In connection with the Agreement, the Company granted warrants
to  purchase  250,000  shares of the  Company's  restricted  common  stock at an
exercise price of $1.04 per share,  valued at  approximately  $205,000 (based on
the Black-Scholes  pricing model), which was expensed upon issuance.  In January
2003, the Company received the $250,000 and has included such amount in accounts
payable and accrued expenses in the accompanying  condensed consolidated balance
sheets,  as the  Company  has yet to  fulfill  its  obligations  related  to the
Agreement.

NOTE 8: STOCKHOLDERS' EQUITY (DEFICIT)

COMMON STOCK

         On  September  13,  2004,  the Company  completed  a private  placement
transaction with 11 accredited investors,  pursuant to which the Company sold an
aggregate  of  3,666,447  shares of common  stock.  The Company  received  gross
proceeds  totaling  $1,749,900.  The Company  issued three warrants for each two
shares of common stock sold to the accredited investors. (See warrants below for
further description.)

         During the  three-month  period ended  September 30, 2004,  the Company
issued  18,806,248 shares of common stock in connection with a cashless exercise
of warrants.  The  aggregate  value of the warrants  was  $1,175,000  based on a
Black-Scholes valuation model.

WARRANTS

         On  September  13,  2004,  the Company  completed  a private  placement
transaction with 11 accredited  investors,  pursuant to which the Company issued
1,833,227 Series A Warrants,  1,833,227 Series B Warrants and 1,833,227 Series C
Warrants.

         The Company agreed to file with the Securities and Exchange  Commission
not later than 30 days after the closing date, and cause to be effective  within
120 days after the closing date, a  registration  statement in order to register
the shares of common stock issued to the investors and the shares underlying the
warrants,  including warrant shares issuable upon exercise of warrants issued to
the  placement  agent  (the  "Registration  Statement").  In  addition,  on  one
occasion,  for a period commencing 91 days after the closing date, but not later
than two years after the closing  date,  upon written  request of the holders of
more than 50% of the shares and warrant shares  actually issued upon exercise of
warrants, the Company is required to prepare and file a Registration  Statement.
The The A Warrants expire 150 days from the date the  Registration  Statement is
declared effective by the Securities and Exchange Commission and are exercisable
at $0.12  per  share.  The B  Warrants  expire  four  years  after  the date the
Registration  Statement  is declared  effective by the  Securities  and Exchange
Commission and are  exercisable at $0.15 per share.  The C Warrants expire three
years after the date the  Registration  Statement  is declared  effective by the
Securities and Exchange Commission and are exercisable at $0.50 per share.


         The Company may call the  warrants  beginning 30 trading days after the
effective date of the  Registration  Statement and ending 30 trading days before
effective date of the  Registration  Statement and ending 30 trading days before
the expiration of the warrants. A call notice may be given by AccuPoll for the A
Warrants  only within five trading days after the common stock has had a closing
price as reported for the principal market of $0.24 or higher for 15 consecutive
trading  days.  A call notice may be given by AccuPoll  for the B Warrants  only
within  five  trading  days  after the common  stock has had a closing  price as
reported for the principal market of $0.30 or higher for 15 consecutive  trading
days.  A call notice may be given by the Company for the C Warrants  only within
five trading days after the common stock has had a closing price as reported for
the principal market of $1.00 or higher for 15 consecutive trading days.

Page F-13

<PAGE>


NOTE 9: SUBSEQUENT EVENTS

         On  November  4,  2004,  the  Company.  completed  a private  placement
transaction with 11 accredited investors, pursuant to which it 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.  The Company  received gross
proceeds totaling $605,000. For each two shares of common stock, AccuPoll issued
investors  one A Warrant,  one B Warrant and one C Warrant.  Each two shares and
three warrants were sold at a price of $0.20.  The private  placement was deemed
exempt from registration  requirements  under Rule 506 of Regulation D under the
Securities Act of 1933.

         In  addition,  the  Company  issued the  placement  agents  warrants to
purchase  756,250  shares  of common  stock,  exercisable  for five  years at an
exercise price of $0.18 per share.

         The Company agreed to file with the Securities and Exchange  Commission
not later than 30 days after the closing date, and cause to be effective  within
120 days after the closing date, a  registration  statement in order to register
the shares of common stock issued to the investors and the shares underlying the
warrants,  including warrant shares issuable upon exercise of warrants issued to
the placement agent (the "Registration  Statement").  See Current Report on Form
8-K filed by the Company in November 2004 for further information.

NOTE 10:  RELATED PARTY PAYABLES

         At  September  30,  2004,  the  Company  owes  $1,214,070  to  WTI,  an
affiliated  company  for  services  under a master  services  agreement.  WTI is
affiliated  with  the  Company  through  common  ownership.  The  obligation  is
noninterest bearing and not subject to a maturity date.


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

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
(DRE) voting  system that  provides a  voter-verified  paper audit trail that is
both human and machine readable. Our system was qualified as meeting the federal
voting  system  standards  on March 25, 2004 and we believe that it is currently
the only electronic voting system providing these features that is so qualified.
As of November 1, 2004,  our DRE voting  system was  certified  by the states of
Alabama,  Arkansas,  Kentucky,  Mississippi,  Ohio, South Dakota,  Utah and West
Virginia.  We  currently  are in the process of applying  for  certification  in
additional states.

RESULTS OF OPERATIONS

COMPARISON  OF THREE  MONTHS  ENDED  SEPTEMBER  30, 2004 TO THREE  MONTHS  ENDED
SEPTEMBER 30, 2003

Revenues:

         Net Sales for the quarter  ending  September  30, 2004 were $494,244 as
compared to net sales for the three months ending  September 30, 2003 of $0. The
increase in net sales is solely due to the  acquisition  of Zprompt,  Inc. which
was consolidated beginning October 31, 2003.

Cost of goods sold:

         Cost of goods  sold for the  quarter  ending  September  30,  2004 were
$329,357,  as compared to $0 for the quarter  ending  September  30,  2003.  The
increase in net sales is solely due to the  acquisition  of Zprompt,  Inc. which
was consolidated beginning October 31, 2003.

General and Administrative Expenses:

         General and Administrative expenses for the quarter ended September 30,
2004 were $1,315,155 as compared to $915,290 for the quarter ended September 30,
2003, and increase of 44%. The increase is a result of fees  associated with our
September private  placement,  and increased salary expenses  resulting from the
acquisition of Zprompt Inc.

Professional Fees:

         Professional  Fees  for the  quarter  ended  September  30,  2004  were
$2,191,277 as compared to $87,327 for the quarter  ended  September 30, 2003, an
increase of 2,400%.  The increase is a result of charges of expenses  associated
with various warrants which were granted beginning in May of 2002, and exercised
during this quarter.

                                        2
<PAGE>

Interest Expense:

         Interest  Expenses  for the  quarter  ended  September  30,  2004  were
$345,527 as compared to $610,073  for the quarter  ended  September  30, 2003, a
decrease  of 77%.  The  decrease is a result of less  expenses  incurred in this
quarter,  compared to the prior year period,  related to  beneficial  conversion
features of equity instruments issued at below market.

Net Loss:

         Net loss for the quarter  ended  September  30, 2004 was  $3,687,072 as
compared  to  $1,612,690  for the  quarter  ended  September  30,  2003,  a 129%
increase. The increase is primarily due to non-cash professional fees associated
with the cashless exercise of warrants.

LIQUIDITY AND CAPITAL RESOURCES

         From August 2001,  the date of our  inception,  through  September  30,
2004,  we have raised a total of  approximately  $11.3  million from the sale of
common stock and convertible notes and other securities.

         As of September  30, 2004 we had cash of  approximately  $773,961 and a
working  capital  deficiency  of  approximately  $6.2 million.  Our  accumulated
deficit as of September 30, 2004 was approximately $26.3 million.

         In  November  2003,  we secured a $5 million  dollar  revolving  credit
facility,  in the form of two  seven-month  convertible  notes.  The notes  bear
interest at an annual rate of 10% and  originally  matured on June 30, 2004, but
have been extended to December 31, 2004.  The 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 September 30, 2004,
we had borrowed $2,380,000 under such notes.

         We have a convertible  debenture with Palisades  Holdings,  LLC whereby
Palisades Holdings, at its discretion, may provide us loans of up to $1,250,000.
The convertible debenture bears interest at an annual rate of 10% and originally
matured on June 30,  2004,  but has been  extended to  December  31,  2004.  The
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 September  30, 2004, we had borrowed  $836,000  under such
debenture.

         We have a convertible  debenture  with C&S  Consolidated  Services Hong
Kong.  The  convertible  debenture  bears  interest  at an annual rate of 7% and
matures on October 14, 2004. The debenture is convertible in to shares of common
stock of $0.35 per share.  At  September  30,  2004,  we had balance of $288,600
under such debenture.

         We have a  convertible  debenture  with 5  accredited  investors..  The
convertible debenture bears interest at an annual rate of 8% and matures on July
2, 2007.  The debenture is  convertible in to shares of common stock of $.15 per
share. At September 30, 2004, we had balance of $312,500 under such debenture.

CAPITAL EXPENDITURES

         We anticipate  certain capital  expenditures  related to developing and
testing  subsequent  versions of the voting  system  hardware and  software.  We
estimate such capital expenditures for hardware to be approximately $250,000 and
an  additional  $250,000 for software  over the course of the fiscal year ending
June  30,  2005.  We will  rely on  future  fund  raising  in  order  to pay for
development and testing of these subsequent versions.

                                       3
<PAGE>

GOING CONCERN

         We have incurred losses from operations since inception,  have negative
working  capital of  approximately  $6.2 million at September 30, 2004, and lack
operational  history.  These conditions,  among others,  raise substantial doubt
about our ability to continue as a going concern.

         We have not generated  any revenues from our Voting System  operations,
and there is no assurance of any future  revenues.  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 the following actions to address these matters:

         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.  There  can be no  assurance  that we  will  receive  the
regulatory approval required to market our proposed products.

         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.  As stated above,  we have incurred losses through
September 30, 2004,  have negative  working capital at that date and have a lack
of operational history which, among other factors, raise substantial doubt about
our ability to continue as a going concern. We intend to fund operations through
sales of the Voting  System,  but there is no commitment by any entities for the
purchase of any of the proposed  products.  In the absence of significant  sales
and profits,  we may seek to raise  additional funds to meet our working capital
requirements  through  debt and/or  equity  financing  arrangements.  Management
believes  that  such  arrangements  will  be  sufficient  to  fund  our  capital
expenditures,  working  capital needs and other cash  requirements  for the year
ending June 30, 2005.  The  successful  outcome of future  activities  cannot be
determined at this time,  and there is no assurance  that, if achieved,  we will
have sufficient funds to execute our intended business plan or generate positive
operating results.

         These  circumstances,  combined with the potential liability associated
with  certain  equity  instruments  subject  to  rescission  (see  Note 2 to the
accompanying financial statements for additional information), raise substantial
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.

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.

                                       4
<PAGE>

CONTRACTUAL OBLIGATIONS

         As of September 30, 2004, we had the following contractual obligations:

<TABLE>
<CAPTION>
                                                              Payments due by period
                                            -----------------------------------------------------------
                                                      Less than                             More than 5
Contractual Obligations                     TOTAL       1 YEAR     1-3 YEARS    3-5 YEARS      YEARS
--------------------------------------      -----     ---------    ---------    ---------   -----------
<S>                                     <C>          <C>           <C>          <C>         <C>
Operating Lease Obligations
     Greenberg Farrow Architecture
          - Tustin office                 $132,000                 $132,000     $      -    $        -
     Olen Lease - Irvine facility          $39,911      $39,911
     Amarillo Grant - Texas facility      $250,000     $250,000

Long-Term Debt
     Bank of America Line of Credit       $225,000     $225,000
     Notes Payable                        $191,583     $191,583

Convertible Debt                        $3,504,600   $3,504,600

Consulting Agreements
     National Strategies Inc.              $60,000      $60,000
                                        ----------   ----------    ---------    ---------   -----------
Total                                   $4,403,094   $4,271,094    $132,000     $      -    $        -
                                        ==========   ==========    =========    =========   ===========
</TABLE>

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 November 2004  Presidential
Election.  The delay in the  distribution of the federal funds was caused by the
delay  in  nominating  and  confirming  the  Election  Assistance  Commissioners
(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  have decided not to risk making any changes
until after the November 2004 election.

         The second business trend is the growing momentum of the movement for a
VOTER VERIFIED PAPER AUDIT TRAIL (VVPAT).  As of September 2004, eighteen states
(Alabama, Alaska, Arizona,  California,  Connecticut,  Georgia, Illinois, Maine,
Maryland,  Minnesota,  New  Hampshire,  New  Jersey,  New York,  Ohio,  Vermont,
Virginia,  West  Virginia  and  Wisconsin)  have either  passed or are  actively
considering  legislation  that  would  make  it a  requirement  for  any  direct
recording  electronic  (DRE) voting system used in the state to produce a VVPAT.
In another five states (California, Missouri, Oregon, New Hampshire and Nevada),
the Secretary of State has issued a directive mandating VVPAT in the state.

         The  third  business  trend  is the  growing  list of  states  that are
requiring  DRE 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 and North Carolina).

         Overall  the net  impact  of these  trends  on  AccuPoll  is  positive.
AccuPoll  already has a DRE voting system with a VVPAT  qualified under the 1990
federal voting system standards.  We are currently in the process of testing our
DRE voting system under the 2002 federal voting system  standards.  We expect to
complete  federal  qualification  testing  under the 2002 federal  voting system
standards by January 1, 2005. This places AccuPoll in position as one of the few
vendors  with a DRE voting  system that is  federally  qualified  under the 2002
voting  system  standards  and has a  VVPAT  in time  for the  beginning  of the
procurement cycle after the November 2004 election. This is especially important
in states like Missouri and Illinois  that have not  previously  authorized  DRE
voting  systems  to be  used  in the  state,  but  must at a  minimum  meet  the
accessibility  requirements  under the Help America Vote Act of 2002 (i.e.,  one
DRE voting machine per polling place).

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, 2004, 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

                                       5

<PAGE>

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.

         We maintain  disclosure  controls  and  procedures  (as defined in Rule
13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as amended)
that are  designed to ensure that  information  required to be  disclosed in our
periodic reports filed under the Exchange Act is recorded, processed, summarized
and reported  within the time periods  specified in the  Securities and Exchange
Commission's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management,  including our chief executive officer and chief
financial officer, as appropriate,  to allow timely decisions regarding required
disclosure.  In designing and evaluating the disclosure controls and procedures,
management  recognized  that any  controls  and  procedures,  no matter how well
designed and operated,  can provide only  reasonable  assurance of achieving the
desired  objectives,  and  management  necessarily  was  required  to apply  its
judgment in evaluating the  cost-benefit  relationship of possible  controls and
procedures.

         We carried out an  evaluation  of the  effectiveness  of the design and
operation of our  disclosure  controls and  procedures as of September 30, 2004.
This evaluation was carried out under the supervision and with the participation
of our  management,  including  our  principal  (chief)  executive  officer  and
principal (chief) financial  officer.  Based upon the evaluation,  our principal
(chief) executive officer and principal (chief) financial officer concluded that
our disclosure  controls and  procedures  were of limited  effectiveness  at the
reasonable assurance level at September 30, 2004.

         There have been no  changes  in our  internal  control  over  financial
reporting  during the quarter  ended  September  30,  2004 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

         During the year ended June 30,  2004,  we hired  additional  accounting
personnel to re-evaluate  and revise our disclosure  controls and procedures and
to implement new disclosure  controls and  procedures.  As part of this plan and
implementation, we are re-evaluating, re-designing, and documenting policies and
procedures,   putting  those   procedures  in  operation  and   monitoring   the
effectiveness of the procedures.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         In December 2003,  Paul Musco,  the  ex-President  of our  wholly-owned
subsidiary,  Z prompt, Inc. filed suit against us and Z prompt in Superior Court
of  California,  County  of  Orange,  California.  The claim  alleged  breach of
contract, fraud and misrepresentation  stemming from our acquisition of, and his
termination of his employment  with, Z prompt.  Mr. Musco is seeking  damages in
excess of $800,000,  plus punitive  damages.  We believe that Mr. Musco breached
his agreements  with Z prompt and we have filed a cross  complaint for breach of
contract, fraud, negligence and breach of fiduciary duty seeking $2,000,000. Mr.
Musco has since filed his own cross-complaint  against us, Dennis Vadura,  Frank
Wiebe and Craig Hewitt alleging fraud and tortious  interference  with contract.
Paul Musco has also  modified his  complaint to include  additional  damages for
alleged  losses  resulting  from his  inability  to sell his shares of  AccuPoll
Holding Corp. In addition,  Michael Shockett, a former employee,  has joined the
suit and filed a cross  complaint  against us, Z prompt,  Dennis  Vadura,  Frank
Wiebe and Craig Hewitt alleging fraud,  tortuous  interference with contract and
wrongful termination. Michael Shockett was terminated from employment with us in
April 2004 for cause. Although no assurance can be given that we will prevail on
the merits,  we will vigorously  defend these  allegations.  The case is set for
trial in early January, 2005. The case is currently in discovery.

         In October 2003, a former  employee of Z prompt,  Nathalie  Luu,  filed
suit against us and Z prompt in Superior Court of California,  County of Orange,
California. The complaint claims wrongful termination, intentional infliction of
emotional  distress and  retaliatory  discharge,  based on allegations  that the
plaintiff  was  terminated  for  reporting  to  management   alleged  fraudulent
accounting  practices  by Z prompt  management.  The former  employee is

                                       6

<PAGE>

seeking  $112,000 in monetary  damages  including  loss of wages,  plus punitive
damages. The case is currently in discovery.

         On March 23, 2004, our wholly-owned subsidiary, Z prompt, Inc., filed a
petition for relief under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court, Central District of California.  As of September
30, 2004, Z prompt had not filed a proposed Plan of Reorganization.  The Company
is currently in the process of preparing it's disclosure statement,  and a draft
of the proposed plan of re-organization.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Common Stock

         On September  13, 2004,  we completed a private  placement  transaction
with 11  accredited  investors,  pursuant  to  which  we sold  an  aggregate  of
3,666,447  shares  of common  stock,  and an  aggregate  of  1,833,227  Series A
Warrants,  1,833,227  Series B Warrants  and  1,833,227  Series C  Warrants.  We
received gross proceeds totaling $1,749,900. The private placement was exempt
from  registration  under Rule 506 of Regulation D under the  Securities  Act of
1933, as amended.

         During the  three-month  period ended  September  30,  2004,  we issued
18,806,248  shares of common  stock in  connection  with a cashless  exercise of
warrants. These warrants had originally been issued under a June 2002 consulting
agreement, and the aggregate value of the warrants is approximately  $1,175,000.
The  transaction  was  exempt  from  registration  under  Section  4(2)  of  the
Securities Act of 1933, as amended.

Warrants

Subsequent Events

         During  October,  2004 Hyde  Investments  converted  $200,000  of their
convertible  debt into 3,200,000  shares of common stock.  The  transaction  was
exempt from registration under Regulation S under the Securities Act of 1933, as
amended.

         In November, 2004, we completed a private placement transaction with 11
accredited investors, pursuant to which we sold an aggregate of 6,050,000 shares
of common stock, and 6,050,000  Series A warrants,  6,050,000 Series B warrants,
and 6,050,000 Series C warrants.  We received gross proceeds totaling  $605,000.
This private  placement  also  triggered a reset to exercise  prices of warrants
sold pursuant to the September 13, 2004 private  placement  described above. The
private  placement was exempt from  registration  under Rule 506 of Regulation D
under the Securities Act of 1933, as amended.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There was no matter  submitted to a vote of security holders during the
         period covered by this report.

ITEM 5.  OTHER INFORMATION.

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      EXHIBITS.

                                       7

<PAGE>

EXHIBIT NUMBER                         DESCRIPTION
--------------    --------------------------------------------------------------
2.1               Reorganization  Agreement dated April 9, 2003 between AccuPoll
                  and Z prompt,  Inc.  (Incorporated by reference from Exhibit 1
                  to Form 8-K, filed April 23, 2003)

2.2               Agreement  and Plan of  Reorganization  dated June 30, 2004 by
                  and among AccuPoll Holding Corp., NTSD Acquisition,  Inc., NTS
                  Data  Services  Corp.,  NTS Data  Services,  Inc.,  Matthew M.
                  Biondi and John F. Jennings  (Incorporated  by reference  from
                  Exhibit 10.1 to Form 8-K, filed July 1, 2004).

3.1               Articles of Incorporation dated January 25, 1985 (Incorporated
                  by reference  from Exhibit 3(i) to Form 10-KSB for fiscal year
                  ended June 30, 2000, filed September 8, 2000)

3.2               Amendment to Articles of Incorporation  dated November 4, 1985
                  (Incorporated  by reference  from Exhibit 3(ii) to Form 10-KSB
                  for the fiscal year ended June 30,  2000,  filed  September 8,
                  2000)

3.3               Certificate  of Amendment to Articles of  Incorporation  dated
                  May 2, 2002  (Incorporated  by  reference  from Exhibit 3.3 to
                  Form  10-K/A for the fiscal  year ended June 30,  2004,  filed
                  October 6, 2004)

3.4               Certificate  of Amendment to Articles of  Incorporation  dated
                  May 23, 2002  (Incorporated  by reference  from Exhibit 3.4 to
                  Form  10-K/A for the fiscal  year ended June 30,  2004,  filed
                  October 6, 2004)

3.5               Certificate  of Amendment to Articles of  Incorporation  dated
                  June 2, 2003  (Incorporated  by reference  from Exhibit 3.5 to
                  Form  10-K/A for the fiscal  year ended June 30,  2004,  filed
                  October 6, 2004)

3.6               Bylaws  (Incorporated  by reference to Exhibit  3(iii) to Form
                  10-KSB  for  the  fiscal  year  ended  June  30,  2000,  filed
                  September 8, 2000)

3.7               Amendment  to Bylaws  dated  April 20, 2000  (Incorporated  by
                  reference from Exhibit 3.7 to Amendment No. 1 to Form 10-K for
                  the fiscal year ended June 30, 2004, filed October 6, 2004)

4.1               Debenture,  dated June 20, 2003 between AccuPoll and Palisades
                  Holdings,  LLC  (Incorporated by reference from Exhibit 4.1 to
                  Form  10-KSB/A for the fiscal year ended June 30, 2003,  filed
                  June 8, 2004)

4.2               Debenture,  dated  November 20, 2003, by and between  AccuPoll
                  Holding Corp.,  AccuPoll,  Inc. and Hyde Investments,  Ltd, as
                  amended  (Incorporated  by reference from Exhibit 10.1 to Form
                  10-Q/A for the quarter ended December 31, 2003,  filed June 8,
                  2004)

4.3               Debenture,  dated  November 20, 2003, by and between  AccuPoll
                  Holding  Corp.,  AccuPoll,  Inc. and  Livingston  Investments,
                  Ltd., as amended  (Incorporated by reference from Exhibit 10.1
                  to Form 10-Q/A for the quarter ended December 31, 2003,  filed
                  June 8, 2004)

4.4               Convertible  Note,  dated July 2003,  between AccuPoll and Pan
                  American  Management  (Incorporated  by reference from Exhibit
                  10.1 to Form 10-Q/A for the quarter ended  September 30, 2003,
                  filed June 8, 2004)

4.5               Subscription Agreement,  dated September 8, 2004 (Incorporated
                  by reference from Exhibit 4.1 to Form 8-K, filed September 17,
                  2004)

4.6               Form of  Common  Stock  Purchase  Warrant A  (Incorporated  by
                  reference  from Exhibit 4.2 to Form 8-K,  filed  September 17,
                  2004)

                                       8
<PAGE>


EXHIBIT NUMBER                         DESCRIPTION
--------------    --------------------------------------------------------------


4.7               Form of  Common  Stock  Purchase  Warrant B  (Incorporated  by
                  reference  from Exhibit 4.3 to Form 8-K,  filed  September 17,
                  2004)

4.8               Form of  Common  Stock  Purchase  Warrant C  (Incorporated  by
                  reference  from Exhibit 4.4 to Form 8-K,  filed  September 17,
                  2004)

4.9               Form of Placement  Agent  Warrant  (Incorporated  by reference
                  from Exhibit 4.5 to Form 8-K, filed September 17, 2004)

4.10              Form of Funds Escrow Agreement (Incorporated by reference from
                  Exhibit 4.6 to Form 8-K, filed September 17, 2004)

4.11              Subscription  Agreement,  dated November 4, 2004 (Incorporated
                  by reference from Exhibit 4.1 to Form 8-K, filed November 10,
                  2004)

4.12              Form of Common Stock  Purchase  Warrant  A  (Incorporated   by
                  reference from Exhibit 4.2 to Form 8-K, filed November 10,
                  2004)

4.13              Form of Common Stock   Purchase   Warrant B  (Incorporated  by
                  reference from Exhibit 4.3 to Form 8-K, filed November 10,
                  2004)

4.14              Form of Common Stock   Purchase   Warrant C  (Incorporated  by
                  reference from Exhibit 4.4 to Form 8-K, filed November 10,
                  2004)

4.15              Form of Placement Agent  Warrant  (Incorporated  by  reference
                  from Exhibit 4.5 to Form 8-K, filed November 10, 2004)

4.16              Form of Funds Escrow   Agreement  (Incorporated  by  reference
                  from Exhibit 4.6 to Form 8-K, filed November 10, 2004)

9.1               Proxy in favor of Dennis  Vadura and Frank Wiebe from Picasso,
                  LLC  (Incorporated  by reference from Exhibit 10.9 to the Form
                  10-KSB for the fiscal year ended June 30, 2002,  filed October
                  7, 2002)

9.2               Proxy  in  favor  of  Dennis   Vadura  and  Frank  Wiebe  from
                  ViperTrust  (Incorporated  by reference  from Exhibit 10.10 to
                  the Form 10-KSB for the fiscal year ended June 30, 2002, filed
                  October 7, 2002)

9.3               Proxy in favor of Dennis  Vadura and Frank  Wiebe from  Aramis
                  Investment, LLC (Incorporated by reference from Exhibit 9.3 to
                  Form  10-KSB/A for the fiscal year ended June 30, 2003,  filed
                  June 8, 2004)

9.4               Proxy in favor of  Dennis  Vadura  and  Frank  Wiebe  from The
                  Glacier Trust  (Incorporated  by reference from Exhibit 9.4 to
                  Form  10-KSB/A for the fiscal year ended June 30, 2003,  filed
                  June 8, 2004)

9.5               Proxy in favor of Dennis  Vadura and Frank Wiebe from Morpheus
                  Trust  (Incorporated  by  reference  from  Exhibit 9.5 to Form
                  10-KSB/A for the fiscal year ended June 30,  2003,  filed June
                  8, 2004)

10.1              Stock Exchange  Agreement dated May 20, 2002, between WIPC and
                  AccuPoll, Inc., Dennis Vadura and Frank Wiebe (Incorporated by
                  reference from Exhibit 1 to Form 8-K/A, filed May 28, 2002)

10.2              Employment  Agreement,  dated  May 20,  2002,  between  Dennis
                  Vadura and AccuPoll  (Incorporated  by reference  from Exhibit
                  10.2 to Form 10-KSB/A for the fiscal year ended June 30, 2003,
                  filed June 8, 2004)

10.3              Employment Agreement,  dated May 20, 2002, between Frank Wiebe
                  and AccuPoll  (Incorporated  by reference from Exhibit 10.2 to
                  Form  10-KSB/A for the fiscal year ended June 30, 2003,  filed
                  June 8, 2004)

                                       9
<PAGE>




EXHIBIT NUMBER                         DESCRIPTION
--------------    --------------------------------------------------------------



10.4              Indemnification Agreement,  between Dennis Vadura and AccuPoll
                  (Incorporated  by reference from Exhibit 10.13 to the Form-KSB
                  for fiscal year ended June 30, 2002, filed October 7, 2002)

10.5              Indemnification  Agreement,  between  Frank Wiebe and AccuPoll
                  (Incorporated  by reference from Exhibit 10.14 to the Form-KSB
                  for fiscal year ended June 30, 2002, filed October 7, 2002)

10.6              Master  Services  Agreement  dated  April  2002 with Web Tools
                  International,  Inc.  (Incorporated  by reference from Exhibit
                  10.7 to Form-KSB  for fiscal year ended June 30,  2002,  filed
                  October 7, 2002)

10.7              Consulting Agreement dated April 23, 2002 between AccuPoll and
                  GCH Capital,  Ltd (Incorporated by reference from Exhibit 10.8
                  to Form-KSB for fiscal year ended June 30, 2002, filed October
                  7, 2002)

10.8              Consulting Agreement, dated May 29, 20002 between Craig Hewitt
                  and AccuPoll  (Incorporated by reference from Exhibit 10.17 to
                  the  Form-KSB  for  fiscal  year ended  June 30,  2002,  filed
                  October 7, 2002)

10.9              AccuPoll 2002 Consultant  Compensation  Plan  (Incorporated by
                  reference from Exhibit 10 to Form S-8 filed June 11, 2002)

10.10             Exclusive  Territory and Compensation  Agreement,  November 4,
                  2003, by and between AccuPoll and AmCad, LLC  (Incorporated by
                  reference  from Exhibit  10.12 to Form 10-KSB/A for the fiscal
                  year ended June 30, 2003, filed June 8, 2004)

10.11             Standard Sublease dated July 23, 2003 between Greenberg Farrow
                  Architecture,  Inc.  and AccuPoll  (Incorporated  by reference
                  from Exhibit  10.14 to Form 10-KSB/A for the fiscal year ended
                  June 30, 2003, filed June 8, 2004)

10.12             Teaming  Agreement dated July 9, 2004 by and between AccuPoll,
                  Inc. and Alternative  Resources  Corporation  (Incorporated by
                  reference  from Exhibit 10.12 to Form 10-K for the fiscal year
                  ended June 30, 2004, filed September 28, 2004)

10.13             Exclusive  Supply  Agreement  dated  December  20, 2001 by and
                  between Source Technologies, Inc. and Web Tools International,
                  Inc. (Incorporated by reference from Exhibit 10.13 to Form10-K
                  for the fiscal year ended June 30, 2004,  filed  September 28,
                  2004)

31.1              Certification  by Chief  Executive  Officer  pursuant  to Rule
                  13a-14(a) or 15d-14(a),  as adopted pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002

31.2              Certification  by Chief  Financial  Officer  pursuant  to Rule
                  13a-14(a) or 15d-14(a),  as adopted pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002

32.1              Certification by Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002

32.2              Certification by Chief Financial Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002





                                       10
<PAGE>


(B)      REPORTS ON FORM 8-K.

         On July 1,  2004,  we filed a report on Form 8-K  under  Items 2 and 7,
reporting the acquisition of 100% of the issued and outstanding capital stock of
NTS Data Services, Inc. As of August 31, 2004 the transaction had not closed due
to certain  conditions  of the  transaction  not being met and NTS provided us a
letter   expressing   interest  not  to  move  forward  with  the   contemplated
transaction.

         On  September  2, 2004,  we filed a report on Form 8-K under Item 5.02,
reporting the appointment of Phil Trubey to our Board of Directors.

         On September  17, 2004, we filed a report on Form 8-K under Items 1.01,
3.02 and 9.01, reporting the completion of a private placement  transaction with
11  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   totaling
$1,649,900.10.  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  price  of  $0.90.  The  private  placement  was  exempt  from
registration under Rule 506 of Regulation D under the Securities Act of 1933, as
amended.

                                       11

<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 10, 2004           By: /s/ Dennis Vadura
                                        -------------------------------------
                                        Dennis Vadura,
                                        Chief Executive Officer and Director


Dated:   November 10, 2004          By:  /s/ Frank J. Wiebe
                                        -------------------------------------
                                        Frank J. Wiebe,
                                        President, Secretary, Treasurer
                                        and Director


Dated:   November 10, 2004          By:  Craig A. Hewitt
                                        -------------------------------------
                                        Craig A. Hewitt,
                                        Chief Financial Officer and Principal
                                        Accounting Officer

                                       12