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

                                   FORM 10-Q/A

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                       or

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

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest  practicable  date: As of May 9, 2005,
the issuer had 235,943,670  outstanding  shares of Common Stock, $.001 par value
per share.

<PAGE>


EXPLANATORY NOTE: This amendment to the quarterly report of AccuPoll Holding
Corp. (the "Company") on Form 10-Q/A for the quarterly period ended March 31,
2005 is filed to enhance the disclosure under Item 4 of Part I relating to the
Company's disclosure controls and procedures.


<PAGE>




                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements............................................1
Item 2.       Management's Discussion and Analysis of Financial
                Condition and Results of Operations..........................19
Item 3.       Quantitative and Qualitative Disclosures About Market Risk.....27
Item 4.       Controls and Procedures........................................27

                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings..............................................29
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds....30
Item 3.       Defaults Upon Senior Securities................................30
Item 4.       Submission of Matters to a Vote of Security Holders............30
Item 5.       Other Information..............................................30
Item 6.       Exhibits.......................................................31

SIGNATURES...................................................................32



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

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

<TABLE>
<CAPTION>
                                            ASSETS

                                                                                       March 31, 2005
                                                                                         (Unaudited)   June 30, 2004
                                                                                        ------------   -------------
<S>                                                                                     <C>            <C>
CURRENT ASSETS
       Cash                                                                             $     72,848    $    113,789
       Accounts receivable, net                                                              157,970         254,895
       Inventories                                                                            60,624         168,636
                                                                                        ------------    ------------

Total Current Assets                                                                         291,442         537,320

       Property and equipment, net                                                            21,650          14,012
       Capitalized software development costs                                              1,415,064       2,544,207
       Other assets                                                                           30,211          26,246
                                                                                        ------------    ------------

       TOTAL ASSETS                                                                     $  1,758,367    $  3,121,785
                                                                                        ============    ============

                            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
       Accounts payable and accrued expenses                                            $  2,069,204    $  1,817,284
       Related party payables                                                              1,431,510       1,228,070
       Unearned revenue                                                                       10,512          74,628
       Convertible debt, net of discount                                                   2,910,000       3,304,600
       Notes payable to related parties                                                       95,000          30,000
       Put liability related to warrant issuance                                             163,760         163,760
       Liabilities subject to compromise                                                     394,912         732,544
                                                                                        ------------    ------------

Total Current Liabilities                                                                  7,074,898       7,350,886
                                                                                        ------------    ------------

       EQUITY INSTRUMENTS SUBJECT TO RESCISSION                                            5,100,000       6,200,000
                                                                                        ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

       Convertible Series A preferred stock, $0.01 par value,
         80,000 shares authorized, 8,471 and zero shares issued
         and outstanding, respectively (liquidation preference of zero)                          --              --
       Common stock, par value of $0.001, 600,000,000 shares authorized;
         235,943,670 and 158,482,171 shares issued and outstanding, respectively             235,944         158,482
       Additional paid in capital                                                         19,953,974      12,046,817
       Stock subscription receivable                                                        (158,000)             --
       Accumulated deficit                                                               (30,448,449)    (22,634,400)
                                                                                        ------------    ------------

TOTAL STOCKHOLDERS' DEFICIT                                                              (10,416,531)    (10,429,101)
                                                                                        ------------    ------------

       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                      $  1,758,367    $  3,121,785
                                                                                        ============    ============
</TABLE>

--------------------------------------------------------------------------------
         See Notes to These Condensed Consolidated Financial Statements

                                       1

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            For the Three Month Periods Ended March 31, 2005 and 2004
--------------------------------------------------------------------------------

                                       March 31, 2005   March 31, 2004
                                         (Unaudited)     (Unaudited)
                                       -------------    -------------
NET SALES                              $     348,902    $     620,140

COST OF SALES                                228,164          534,572
                                       -------------    -------------

GROSS PROFIT                                 120,738           85,568

OPERATING EXPENSES
          General and administrative       1,029,580          789,773
          Professional fees                  432,965          637,982
          Impairment of goodwill                  --        2,542,752
                                       -------------    -------------
                                           1,462,545        3,970,507
                                       -------------    -------------

OPERATING LOSS                            (1,341,807)      (3,884,939)

OTHER INCOME (EXPENSE)
          Other income                         1,675               --
          Interest expense                   (32,724)        (327,354)
          Legal settlement cost             (653,545)              --
                                       -------------    -------------
                                            (684,594)        (327,354)
                                       -------------    -------------

NET LOSS                               $  (2,026,401)   $  (4,212,293)
                                       =============    =============
BASIC AND DILUTED NET LOSS
    PER COMMON SHARE                   $       (0.01)   $       (0.03)
                                       =============    =============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                   222,519,129      135,466,634
                                       =============    =============

--------------------------------------------------------------------------------
         See Notes to These Condensed Consolidated Financial Statements

                                       2

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            for the Nine Month Periods Ended March 31, 2005 and 2004
--------------------------------------------------------------------------------

                                       March 31, 2005   March 31, 2004
                                        (Unaudited)      (Unaudited)
                                       -------------    -------------
NET SALES                              $   1,217,592    $     981,372
COST OF SALES                                619,402          932,185
                                       -------------    -------------

GROSS PROFIT                                 598,190           49,187
OPERATING EXPENSES
          General and administrative       4,656,429        1,678,786
          Professional fees                2,679,020        1,590,385
          Impairment of goodwill                  --        2,542,752
                                       -------------    -------------
                                           7,335,449        5,811,923
                                       -------------    -------------

OPERATING LOSS                            (6,737,259)      (5,762,736)
OTHER INCOME ( EXPENSE)
          Other income                         1,675               --
          Interest expense                  (424,920)      (2,455,629)
          Legal settlement cost             (653,545)              --
                                       -------------    -------------
                                          (1,076,790)      (2,455,629)
                                       -------------    -------------

NET LOSS                                  (7,814,049)   $  (8,218,005)
                                       -------------    =============
BASIC AND DILUTED NET LOSS
    PER COMMON SHARE                   $       (0.04)   $       (0.07)
                                       =============    =============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                   198,889,273      126,105,261
                                       =============    =============

--------------------------------------------------------------------------------
         See Notes to These Condensed Consolidated Financial Statements

                                       3

<PAGE>

                             ACCUPOLL HOLDING CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTH PERIOD ENDED MARCH 31, 2005 AND 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        2005           2004
Cash flows from operating activities:                                                                (Unaudited)    (Unaudited)
                                                                                                     -----------    -----------
<S>                                                                                                  <C>            <C>
      Net loss                                                                                       $(7,814,049)   $(8,218,005)
      Adjustments to reconcile net loss to net cash used in
        operating activities:
          Depreciation and amortization                                                                2,082,803          6,439
          Amortization of estimated fair market value of warrants granted and beneficial
          conversion feature in connection with the issuance of convertible notes payable                     --      1,786,843
          Amortization of beneficial conversion feature in connectionn with the issuance of
          subordinated convertible notes                                                                 312,500        500,000
          Estimated fair market value of equity instruments granted for services                       2,067,399        417,870
          Impairment of goodwill                                                                              --      2,542,752
          Changes in operating assets and liabilities:
              Accounts receivable                                                                         96,925         25,067
              Inventories                                                                                108,012        (30,699)
              Prepaid expenses and other assets                                                           (3,965)       (48,765)
              Accounts payable and accrued expenses                                                      251,921        275,482
              Unearned revenue                                                                           (64,117)            --
              Related party payables                                                                     203,440        516,510
              Liabilities subject to compromise                                                         (337,632)        64,605
                                                                                                     -----------    -----------

      Net cash used in operating activities                                                           (3,096,763)    (2,161,901)
                                                                                                     -----------    -----------
Cash flows from investing activities:
      Purchases of property and equipment                                                                (11,393)       (11,589)
      Increase in capitalized software development costs                                                (949,905)    (1,066,480)
      Cash of acquired Company                                                                                --          2,368
                                                                                                     -----------    -----------

      Net cash used in investing activities                                                             (961,298)    (1,075,701)
                                                                                                     -----------    -----------
Cash flows from financing activities:
      Proceeds from the issuance of notes payable to related parties                                      80,000         91,493
      Principal payments on notes payable to related parties                                             (15,000)      (125,000)
      Proceeds from issuance of convertible subordinated debt                                                 --        500,000
      Proceeds from issuance of convertible notes payable                                                844,400        640,000
      Principal payments on convertible notes payable                                                   (312,500)            --
      Proceeds from the issuance of notes payable                                                             --          7,496
      Principal payments on notes payable                                                                     --        (10,000)
      Proceeds from the issuance of common stock, net of commissions                                   2,729,363        838,697
      Net increase in line of credit                                                                          --         75,000
      Proceeds from issuance of common stock upon exercise of warrants/options, net of commissions       690,857      3,075,596
                                                                                                     -----------    -----------

      Net cash provided by financing activities                                                        4,017,120      5,093,282
                                                                                                     -----------    -----------

Net increase (decrease) in cash                                                                          (40,941)     1,855,680

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

Cash at end of period                                                                                $    72,848    $ 1,855,680
                                                                                                     ===========    ===========
</TABLE>

Supplemental Disclosure of Non-cash Financing and Operating Activities

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

--------------------------------------------------------------------------------
                                       4

<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 and
nine months periods ended March 31, 2005 are not  necessarily  indicative of the
results that may be expected for the entire fiscal year.

GOING CONCERN CONSIDERATIONS

The accompanying  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  March  31,  2005,  the  Company  has an  accumulated  deficit  approximating
$30,448,449.  The Company has also  generated its first revenues from its Voting
System operations;  however,  these revenues are not substantial and there is no
assurance of additional future revenues at this time. Consequently,  the Company
will require substantial  additional funding for obtaining  regulatory approval,
commercialization of its product,  and for continued product improvement.  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.

On  May  10,  2005,   AccuPoll  was  issued  the  NASED   Qualification   number
N-2-13-22-22-001  (2002),  which confirms that AccuPoll's  Voting System Product
Version 2.5 has  successfully  completed the ITA  qualification  process and has
been certified by NASED under the 2002 FEC Voting System Standards.

The Federal  qualification number will allow AccuPoll to pursue certification in
states that require voting system qualification under the 2002 FEC Voting System
Standards.

As of May 10, 2005,  the Company's  Voting  System  product is certified in nine
states (Alabama, Arkansas, Ohio, South Dakota, Utah, Kansas, Kentucky, Louisiana
and West Virginia), and the Company has pending state certification applications
in Pennsylvania,  Texas, New Mexico and Missouri, while Delaware and Mississippi
require only federal  qualification.  Given the new Federal qualification event,
the  Company's  ability  to market its  product is not longer at risk.  There is
however,   no  assurance   that  the  Company  will  be  able  to  secure  state
certification in all of the additional state jurisdictions where the Company may
wish to market it's products in the future.

                                       5

<PAGE>

The Company has incurred  losses  through March 31, 2005,  had negative  working
capital  at  that  date  of  approximately  $7.8  million,  and  has a  lack  of
operational history that, among other factors, raises doubt about its ability to
continue as a going  concern.  The Company  intends to fund  operations  through
sales of its  Voting  System and  associated  services.  As of May 10,  2005 the
Company has only been able to sell  election  services to the Long Beach Chapter
of the UAW Local 148 and has no firm  commitment  by any other  entities for the
purchase of any of its products or services. In the absence of significant sales
and profits,  the Company may seek to raise additional funds to meet its working
capital requirements through debt and/or equity financing arrangements.

Management believes that 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 and beyond.  The successful  outcome of future fund raising
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  (including the
liability  discussed  in Note 2) raise  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  accompanying   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 and nine months  ended March 31, 2005 (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."

In January 2005, the bankruptcy of Z prompt Inc. was dismissed;  consequently, Z
prompt Inc. has been consolidated in the accompanying  financial  statements for
all periods  presented.  In addition,  in January 2005, the Company  settled the
civil litigation with two of the former stockholders and officers of Z prompt.

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.OB"

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

WTI  was   incorporated   in   1996   and  is   owned   and   operated   by  two
stockholders/officers  of  AccuPoll  Holding  Corp.  WTI is in the  business  of
providing software engineering services with an emphasis on Linux and Java.

                                       6

<PAGE>

STOCK-BASED EMPLOYEE COMPENSATION

As of October 18, 2004, the Company has adopted a 2004  Incentive  Stock Plan, a
stock-based  employee  compensation plan. The Company reserved 12,500,000 shares
of the Corporation` Common stock. As of March 31, 2004, no common stock has been
issued  under the  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 incurred no stock-based
employee compensation cost for the three and nine month periods ending March 31,
2005 and 2004 under APB Opinion No. 25. The following  table  illustrates  three
months and nine months pro-forma effect on net loss and loss per common share if
the Company had applied the fair value  recognition  provisions  of Statement of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation," to stock-based employee compensation.

<TABLE>
<CAPTION>
                                      Three Months Ended               Nine Months Ended
                                          March 31,                        March 31,
                                 ----------------------------    ----------------------------
                                      2005            2004            2005            2004
                                 ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>
Net loss available to common     $ (2,026,401)   $ (4,451,293)   $ (7,814,049)   $ (9,930,005)
   stockholders, as reported *
Pro forma compensation expense       (182,000)       (355,000)       (546,000)     (1,065,000)
                                 ------------    ------------    ------------    ------------
Pro forma net loss               $ (2,208,401)   $ (4,806,293)   $ (8,360,049)   $(10,995,005)
</TABLE>

*    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 method.  Market is estimated by comparison
with recent  purchases or net realizable  value.  Such net  realizable  value is
based on management's  forecast for sales of the Company's  products or services
in  the  ensuing  years.   The  industry  in  which  the  Company   operates  is
characterized  by  technological  advancement and change.  Should demand for the
Company's products prove to be significantly less than anticipated, the ultimate
realizable value of the Company's  inventories could be substantially  less than
the amount shown in the accompanying condensed consolidated balance sheets.

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
unearned 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  believes that the Company's  revenue  recognition  accounting policy
conforms to SAB 104.

IMPAIRMENT OF LONG LIVED-ASSETS

The Company  periodically  evaluates the carrying value of its long-lived assets
(excluding  goodwill and intangible  assets with indefinite  useful lives) 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

                                       7

<PAGE>

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.

In June 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
142, " Goodwill and Other Intangible  Assets." Under SFAS No. 142,  goodwill and
other intangible assets with indefinite useful lives are not amortized,  but are
reviewed  annually for  impairment or more  frequently if impairment  indicators
arise.  Separable  intangible  assets that have finite lives are amortized  over
their  useful  lives.  Goodwill  which arose from the Z prompt Inc.  acquisition
totaling  approximately  $2,543,000,  was evaluated for impairment in accordance
with SFAS No. 142 and written off in the third quarter of 2004.

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 and nine
month periods ended March 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                           Three Months Ended                Nine Months Ended
                                                March 31,                        March 31,
                                    ------------------------------    ------------------------------
                                         2005             2004             2005             2004
                                    -------------    -------------    -------------    -------------
<S>                                 <C>              <C>              <C>              <C>
Net loss, as reported               $  (2,026,401)   $  (4,282,293)   $  (7,814,049)   $  (9,488,005)

Interest related to equity
instruments subject to rescission        (200,000)        (169,000)        (200,000)        (442,000)
                                    -------------    -------------    -------------    -------------
Dilutive net loss available to
common stockholders                 $  (2,226,401)   $  (4,451,293)   $  (8,014,049)   $  (9,930,005)
                                    =============    =============    =============    =============
Shares used to compute loss per
common share:                         222,519,129      135,466,634      198,889,273      126,105,261
                                    =============    =============    =============    =============
Basic and diluted loss per common
share:                              $       (0.01)   $       (0.03)   $       (0.03)   $       (0.08)
                                    =============    =============    =============    =============
</TABLE>

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
"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

                                       8

<PAGE>

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,  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 software development 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 March 31, 2005
payable to WTI is a  substantial  amount (see Note 9), 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 March 31, 2005 and 2004,  the Company  operates in one
segment, as disclosed in the accompanying condensed  consolidated  statements of
operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151,  "Inventory Costs - an amendment
of ARB No. 43, Chapter 4," which  clarifies the accounting for abnormal  amounts
of idle  facility  expense,  freight,  handling  costs and wasted  material.  In
Chapter 4 of ARB 43,  paragraph  five  previously  stated  that  "...under  some
circumstances,  items such as idle facility expense,  excessive spoilage, double
freight,  and  re-handling  costs may be so abnormal as to require  treatment as
current period  charges...." SFAS No. 151 requires that such items be recognized
as current-period expenses, regardless of whether they meet the criterion of "so
abnormal" (an undefined term). This  pronouncement also requires that allocation
of fixed  production  overhead to the costs of conversion be based on the normal
capacity of the production  facilities.  SFAS No. 151 is effective for inventory
costs incurred in years beginning after June 15, 2005.

In December 2004, the FASB issued SFAS No. 123-R,  "Share-Based Payment",  which
requires that the compensation cost relating to share-based payment transactions
(including  the  cost  of all  employee  stock  options)  be  recognized  in the
financial  statements.  That cost will be measured  based on the estimated  fair
value of the equity or  liability  instruments  issued.  SFAS No. 123-R covers a
wide range of share-based  compensation  arrangements  including  share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. SFAS No.123-R replaces SFAS No. 123,  "Accounting
for  Stock-Based  Compensation",  and  supersedes  Accounting  Principles  Board
("APB")  Opinion  No.  25,  "Accounting  for  Stock  Issued  to  Employees".  As
originally  issued,  SFAS No. 123  established as preferable a  fair-value-based
method of  accounting  for  share-based  payment  transactions  with  employees.
However,  that  pronouncement   permitted  entities  to  continue  applying  the
intrinsic-value-based  model of APB  Opinion  25,  provided  that the  financial
statements  disclosed  the pro forma net income or loss based on the  preferable
fair-value method.

SFAS No.  123-R is  required  to be  applied  in the  first  interim  or  annual
reporting period that begins January 1, 2006.  Thus, the Company's  consolidated
financial   statements   will  reflect  an  expense  for  (a)  all   share-based
compensation

                                       9

<PAGE>

arrangements  granted after December 31, 2005 and for any such arrangements that
are modified,  cancelled, or repurchased after that date, and (b) the portion of
previous  share-based  awards  for  which  the  requisite  service  has not been
rendered as of that date, based on the grant-date estimated fair value.

In December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Non-monetary
Assets,  an  amendment  of APB  Opinion  No.  29,  Accounting  for  Non-monetary
Transactions."  The  amendments  made by SFAS No. 153 are based on the principle
that  exchanges of  non-monetary  assets should be measured  using the estimated
fair value of the assets exchanged. SFAS No. 153 eliminates the narrow exception
for non-monetary  exchanges of similar productive assets, and replaces it with a
broader  exception  for  exchanges  of  non-monetary  assets  that  do not  have
commercial substance.  A non-monetary exchange has "commercial substance" if the
future cash flows of the entity are expected to change significantly as a result
of the transaction.  This pronouncement is effective for non-monetary  exchanges
in fiscal periods beginning after June 15, 2005.

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

RECLASSIFICATIONS

No 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

The Company may be subject to possible claims for rescission with respect to the
sale or other issuances of certain common stock, options and warrants.

The 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 (the  "Securities  Act"),  or  qualification
under  state  securities  laws.  If any offer or sale were not exempt  from,  or
otherwise  not subject  to,  federal and state  registration  and  qualification
requirements, the purchaser would have a number of remedies, including the right
to rescind the purchase.

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

At March 31, 2005,  approximately 5 million shares of common stock,  options and
warrants are subject to  rescission,  with a potential  liability  approximating
$5.1  million  including  interest at 10% per annum.  The number of warrants and
options  described  above does not  include  warrants  and options to purchase a
total of 3,600,000  shares of common stock issued  within two years of March 31,
2005 to our chief  executive  officer,  Dennis Vadura and our  president,  Frank
Wiebe or a warrant to purchase  12,400,000  shares of common stock for which the
holder  has agreed in  writing  that it will not assert any right to  rescission
that it may  have.  However,  we  cannot  assure  you  that  this  agreement  is
enforceable.

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.

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.

                                       10

<PAGE>

The  bankruptcy   case  was  dismissed  in  January  2005.  The  Company`  legal
representatives  sent  letters  to Z prompt  creditors,  in order to settle  the
remaining  outstanding  debts.  As of May 10, 2005,  none of the creditors  have
responded.  Therefore,  the  ultimate  amount and  settlement  terms of Z prompt
liabilities under such debts are not presently determinable.

Condensed balance sheet information of Z prompt as of March 31, 2005 and results
of operations for the three and nine months then ended are presented  below. The
acquisition of Z prompt was recorded for accounting purposes in November 2003.

                                  Z PROMPT INC.
                                 BALANCE SHEETS

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

<TABLE>
<CAPTION>
                               ASSETS

                                                       (Unaudited)
                                                         March 31,       June 30,
                                                           2005            2004
                                                        -----------    -----------
<S>                                                     <C>            <C>
CURRENT ASSETS
      Cash                                              $    22,704    $    34,010
      Accounts receivable, net                              157,970        254,895
      Inventories                                            60,624         20,667
                                                        -----------    -----------
TOTAL CURRENT ASSETS                                        241,298        309,572

      Other, net                                             14,702          2,512
                                                        -----------    -----------

      TOTAL ASSETS                                      $   256,000    $   312,084
                                                        ===========    ===========

                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Accounts payable and accrued expenses             $    66,425    $   301,734
      Loan from parent co                                 1,059,151        620,395
      Unearned revenue                                       10,512         74,628
      Liabilities subject to compromise                     394,912        732,544
                                                        -----------    -----------

TOTAL  LIABILITIES                                        1,531,000      1,729,301

STOCKHOLDERS' DEFICIT                                    (1,275,000)    (1,417,217)
                                                        -----------    -----------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT       $   256,000    $   312,084
                                                        ===========    ===========
</TABLE>

                                       11
<PAGE>

                                  Z PROMPT INC.
                            STATEMENTS OF OPERATIONS
        For The Three Month and Nine Month Periods Ended March 31, 2005

                                 Three Month ended       Nine Month Ended
                                   March 31, 2005         March 31, 2005
                                    (Unaudited)            (Unaudited)
                                 ----------------------------------------

NET SALES                              348,902              1,217,592
COST OF SALES                          228,164                573,360
                                     ---------              ---------
GROSS PROFIT                           120,738                644,231

OPERATING EXPENSES
        General and administrative      30,092                244,977
        Salaries and Related           109,755                371,668
                                     ---------              ---------
TOTAL OPERATING EXPENSES               139,847                616,645

OPERATING INCOME                       (19,109)                27,586

INTEREST EXPENSE                         7,338                 10,583
                                     ---------              ---------
LIABILITY RELIEVED AS PART OF
LEGAL SETTLEMENT
(See Note 10)                          171,583                171,583

NET INCOME                             145,136                188,586
                                     =========              =========

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

The March 31, 2005  balances of Z prompt's  liabilities  that became  subject to
compromise which has not been settled at March 31, 2005 are as follows:

  Accounts payable and accrued expenses                        $335,887
  Line of credit payable to a financial institution (Note 5)     59,025
                                                               --------
               Total                                           $394,912
                                                               ========

During the quarter  ended March 31, 2005,  Z prompt paid  $165,000 to reduce the
balance of its credit  facility and settled a $172,000  liability  with a former
stockholder  as part of the parent  company's  litigation  settlement in January
2005.

NOTE 4: CAPITALIZED SOFTWARE DEVELOPMENT COSTS

In accordance with 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.

                                       12

<PAGE>

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.

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;  Starting  June 30, 2004,  the
Company accelerated the amortization over a year. At March 31, 2005, accumulated
amortization approximated $2,305,166.

NOTE 5: LINE OF CREDIT

Z prompt Inc.  had 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.  During the quarter ended March 31,
2005, Z prompt repaid approximately $165,000. At March 31, 2005, the outstanding
borrowings  totaled  $59,025,  which are  included  in  liabilities  subject  to
compromise on the  accompanying  March 31, 2005 condensed  consolidated  balance
sheet.

NOTE 6: CONVERTIBLE DEBT

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 March 31,  2005,  we had a
balance of  1,900,000  under such  notes.  Currently,  the notes are in default.
Management is negotiating the terms for an extension. The Company may be subject
to liquidated damages and other costs to secure the extension.

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 March 31,  2004,  we had a balance of $702,000  under such
debenture.  Currently, the note is in default. The management is negotiating the
terms for an extension.  Management is  negotiating  the terms for an extension.
The Company may be subject to  liquidated  damages and other costs to secure the
extension.

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

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
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

                                       13

<PAGE>

of March 31, 2005,  the Company did not fulfill its  obligations  related to the
agreement,  consequently,  the Agreement is in default and the funds are due for
repayment.

NOTE 8: STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

Holders of our common  stock:  (i) have equal ratable  rights to dividends  from
funds  legally  available  therefore,  when,  as and if declared by the Board of
Directors; (ii) are entitled to share ratably in all of our assets available for
distribution to stockholders upon liquidation,  dissolution or winding up of our
affairs;  (iii) do not have preemptive,  subscription or conversion  rights, nor
are there any redemption or sinking fund provisions applicable thereto; and (iv)
are entitled to one vote per share on all matters on which stockholders may vote
at all shareholder  meetings.  The common stock does not have cumulative  voting
rights,  which means that the  holders of more than fifty  percent of the common
stock  voting for  election of  directors  can elect one hundred  percent of our
directors if they choose to do so.

Preferred Stock

The Company`s  Articles of  Incorporation  authorize  80,000 shares of preferred
stock,  $.01 par value per share. The Company`s Board of Directors,  without any
action by  stockholders,  is  authorized  to  divide  the  authorized  shares of
preferred  stock  into  series  and to  designate  the  rights,  qualifications,
preferences,  limitations  and terms of the  shares of any  series of  preferred
stock,  including  but not limited to dividend,  redemption,  voting  rights and
preferences.  The ability of the Company  Board of Directors  to  designate  and
issue such shares could impede or deter an unsolicited  tender offer or takeover
proposal and the issuance of additional shares having  preferential rights could
affect  adversely  the  voting  power and other  rights of holders of the common
stock.

The Company  has not filed a  certificate  of  designation  with  respect to any
series of preferred  stock.  During the year ended June 30,  2003,  we agreed to
issue a total of 71,529  shares of Series A Preferred  Stock as  collateral  for
secured notes. The parties have  subsequently  agreed to cancel the transaction.
On  December  31,  2003,  the Company  agreed to issue 8,471  shares of Series A
Preferred Stock to two  stockholders of record in exchange for 3,325,000  shares
of common  stock of  Material  Technologies,  Inc.  On May 7, 2004,  the Company
rescinded this transaction. Accordingly, as of May 10, 2005 the Company does not
have any shares of preferred stock issued or outstanding.

July 2004 Private Placement

In July 2004, the Company  completed a private  placement  transaction with four
accredited  investors,  pursuant to which the company  sold (1) an  aggregate of
$625,000  principal  amount  8%  convertible  debentures,  and (2)  warrants  to
purchase  312,500  shares of our common stock.  From this private  placement the
Company received gross proceeds of $625,000.  On September 13, 2004, the company
repaid $312,500 of the principal amount of the 8% convertible debentures and the
remaining  $312,500  principal amount was converted into 3,125,000 shares of our
common stock.  Also on September 13, 2004, all of the warrants were exercised at
a price of $0.15 per share into 312,500 shares of our common stock. The issuance
of the 8% convertible  debentures,  the warrants, and the shares of common stock
upon  conversion and exercise of the 8% convertible  debentures and warrants was
exempt from  registration  under Rule 506 of Regulation D and/or Section 4(2) of
the  Securities  Act of 1933, as amended.  J.P.  Turner & Company,  LLC acted as
placement agent for this  transaction.  For its services as placement agent, the
Company issued J.P. Turner & Company,  LLC a warrant to purchase  520,833 shares
of common stock,  exercisable  for three years at an exercise price of $0.12 per
share.

September 2004 Private Placement

On September 13, 2004,  the Company  completed a private  placement  transaction
with  eleven  accredited  investors,  pursuant  to  which  the  Company  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  (the  "First
Closing").  The Company received gross proceeds  approximating  $1,650,000.  For
each two shares of common stock, the Company issued investors one A Warrant, one
B Warrant and one C Warrant.  Each two shares and three  warrants were sold at a
total

                                       14

<PAGE>

price of $0.90. The private  placement was exempt from  registration  under Rule
506 of Regulation D of the Securities Act of 1933, as amended.

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 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.

The shares of common  stock sold and the common  stock  underlying  the warrants
issued to the investors and the placement agent described  herein are restricted
stock as defined in Rule 144 of the  Securities  Act of 1933 (as amended)  until
the Registration Statement is declared effective by the SEC.

On  November  4,  2004,  certain  of the  terms of the  September  2004  private
placement were amended with the November 2004 private placement.

November 2004 Private Placement

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

The Second Closing triggered  certain repricing  adjustments to the terms of the
First  Closing.  Accordingly,  the  purchase  price  for the First  Closing  was
adjusted  to $0.20 for each two shares  and three  warrants  that were sold.  As
adjusted,  the Company is obligated to issue an additional  12,832,552 shares of
common  stock,  6,233,501.  Series A Warrants,  6,233,501  Series B Warrants and
6,233,501  Series C Warrants.  The terms of the Series A Warrants,  the Series B
Warrants and the Series C Warrants, as adjusted are as follows:

The Company agreed to file with the Securities and Exchange Commission not later
than 30 days  after the  closing  date of the  Second  Closing,  and cause to be
effective  within  120 days after the  closing  date of the  Second  Closing,  a
registration statement in order to register the shares of common stock issued to
the  investors  and the shares  underlying  the  warrants,  including the shares
issuable  upon  exercise  of  warrants  issued to the  placement  agent.  If the
registration  statement is not filed on or before the required filing date or if
the registration  statement is not declared  effective on or before the required
effective date, then the Company must pay as liquidated damages, an amount equal
to 1.5% for each 30 days or part thereof,  and thereafter 2% for each 30 days of
past thereof of the purchase price of the shares and warrant shares. The Company
must pay any liquidated  damages in cash. The warrants  further  provide that if
the required filing and registration dates are not met, upon written demand by a
holder, the Company

                                       15

<PAGE>

must pay to such holder, in lieu of delivering common stock, a sum in cash equal
to the  closing  price of our  common  stock  on the  trading  date  immediately
preceding the date notice is given by the holder,  less the exercise price,  for
each  share of common  stock  designated  in the  notice  from such  holder.  In
addition,  on one  occasion,  for a period  commencing 91 days after the closing
date of the Second Closing,  but not later than two years after the closing date
of the Second  Closing,  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 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  the
expiration of the warrants.  A call notice may be given by the Company 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 the Company 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.

Beginning  November  4,  2004 and  until  the  registration  statement  has been
effective for 150 days,  the investors  must be given at least ten business days
prior  written  notice  of any  proposed  sale by us of  common  stock  or other
securities  or debt  obligations  except in connection  with (a) employee  stock
options or  compensation  plans,  (b) documented  legal fees, or (c) our already
issued and  outstanding  shares of common  stock as of the  closing  date.  Such
proposed sales are referred to as "excepted issuances."

Other  than the  excepted  issuances,  if at any  time  until  the  registration
statement has been effective for 150 days, the Company offers,  issues or agrees
to issue any common stock or  securities  convertible  into or  exercisable  for
shares of common stock (or modify any of the foregoing  which may be outstanding
at any time  prior to the  closing  date) to any person or entity at a price per
share or conversion or exercise  price per share which shall be less than $0.10,
without the consent of each investor, then the Company is required to issue, for
each such occasion,  additional  shares of common stock to each investor so that
the  average  per share  purchase  price of the  shares of common  stock and the
warrants  issued to the  investor  (of only the common  stock or warrant  shares
still owned by the  investor) is equal to such other lower price per share.  For
purposes of this issuance and adjustment,  the issuance of any security carrying
the right to convert  such  security  into shares of common stock will result in
the issuance of the additional  shares of common stock upon the issuance of such
convertible  security,  warrant,  right or option and again upon any  subsequent
issuances of shares of common stock upon exercise of such conversion or purchase
rights if such issuance is at a price lower than $0.10.

The exercise  price of the warrants is also subject to  adjustment  in the event
the Company effects a  reorganization,  consolidation or merger, or transfer all
or  substantially  all of our properties or assets.  Also,  until the expiration
date of the warrants,  if the Company issue any common stock other than excepted
issuances,  prior to the complete  exercise of the warrants for a  consideration
less than the warrant exercise price that would be in effect at the time of such
issue, then the exercise price shall be reduced to such other lower issue price.
For purposes of this adjustment, the issuance of any security or debt instrument
carrying the right to convert such security or debt instrument into common stock
or of any warrant,  right or option to purchase  common stock shall result in an
adjustment  to the  exercise  price  upon the  issuance  of the  above-described
security, debt instrument, warrant, right, or option.

The shares of common  stock sold and the common  stock  underlying  the warrants
issued to the investors and the placement agent described  herein are restricted
stock as defined in Rule 144 of the  Securities  Act of 1933 (as amended)  until
the Registration Statement is declared effective by the SEC.

                                       16

<PAGE>

Placement Agent Fee for the First Closing

J.P.  Turner & Company,  LLC acted as placement  agent for the First Closing and
for the Second  Closing.  For the First Closing,  the company agreed to pay J.P.
Turner & Company a cash fee of 8% of the aggregate  purchase price.  The company
will also pay J.P.  Turner & Company 8% of the cash  proceeds  received from the
exercise of warrants issued in connection with the placement.  In addition,  the
company  issued J.P.  Turner & Company a warrant to purchase  458,306  shares of
common  stock,  exercisable  for five  years at an  exercise  price of $0.54 per
share. Due to the price adjustments  caused by the Second Closing,  this warrant
was cancelled and the Company issued J.P. Turner & Company a warrant to purchase
1,100,000  shares of common  stock,  exercisable  for five years at an  exercise
price of $0.12 per share.  Further,  J.P. Turner & Company will receive: (a) one
Placement  Agent's A Warrant,  exercisable at $0.14 per share,  for each eight A
Warrants  exercised by an investor on a cash basis; (b) one Placement  Agent's B
Warrant,  exercisable at $0.18 per share, for each eight B Warrants exercised by
an  investor  on a  cash  basis;  and  (c)  one  Placement  Agent's  C  Warrant,
exercisable  at $0.60 per  share,  for each  eight C  Warrants  exercised  by an
investor on a cash basis.  All Placement  Agent's  Warrants are  exercisable for
five years after the respective  issue dates, are not subject to call and may be
exercised on a cashless basis.

Placement Agent Fee for the Second Closing

For the Second  Closing,  the Company agreed to pay J.P. Turner & Company a cash
fee of 10% of the  aggregate  purchase  price.  The  Company  will also pay J.P.
Turner & Company 8% of the cash proceeds  received from the exercise of warrants
issued in connection  with the placement.  In addition,  the Company issued J.P.
Turner  &  Company   warrants  to  purchase  504,167  shares  of  common  stock,
exercisable  for five years at an  exercise  price of $0.12 per share.  Further,
J.P.  Turner & Company  will  receive:  (a) one  Placement  Agent's  A  Warrant,
exercisable  at $0.14 per  share,  for each  eight A  Warrants  exercised  by an
investor on a cash basis;  (b) one Placement  Agent's B Warrant,  exercisable at
$0.18 per share,  for each eight B Warrants  exercised  by an investor on a cash
basis; and (c) one Placement Agent's C Warrant,  exercisable at $0.60 per share,
for  each  eight C  Warrants  exercised  by an  investor  on a cash  basis.  All
Placement  Agent's  Warrants are exercisable for five years after the respective
issue dates, are not subject to call and may be exercised on a cashless basis.

In January 2005,  various  European  investors  exercised  931,525  warrants and
purchase stock at an aggregate  price of $0.10 per share.  The original  warrant
exercise  price was $.75 and $.1224.  The exercise was made at $0.10  because of
the previous  quarter Private  Placements.  The Company issued  2,783,930 common
shares for total proceeds of $274,000. For every warrant exercised,  the Company
issued a 5-year replacement warrant at $0.12.

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

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

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

On March 22, 2005, Palisades Holdings, LLC converted $134,000 of its convertible
debenture into 2,144,000 shares of common stock.

NOTE 9:  RELATED PARTY PAYABLE

As of March 31, 2005, the Company owes $1,431,510 to WTI, an affiliated  company
for services  under a master  services  agreement.  WTI is  affiliated  with the
Company through common ownership. The obligation is non-interest bearing and not
subject to a maturity date.

                                       17
<PAGE>

NOTE 10: LEGAL SETTLEMENT COSTS

In October 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.  On or about January 25, 2005,  the Company  settled
this dispute in  consideration  for our agreement to: (i) make total payments of
$625,000 cash to Mr. Musco and Mr.  Shockett;  and (ii) issue 1.5 million shares
of common stock to Mr. Musco and Mr. Shockett.  In addition,  a liability to Mr.
Musco  totaling   approximately   $172,000  was  extinguished  as  part  of  the
settlement. Accordingly, net legal settlement costs of $603,000 were expensed in
this  quarter and  reflected  in the  accompanying  consolidated  statements  of
operations.  The cash amount is payable over four months,  of which $156,000 has
been paid through  March 31,  2005.  In the event of default on the cash payment
terms, there will be an additional  $250,000 cash amount added to the settlement
amount. In October 2003, a former employee of Z prompt, Nathalie Luu, filed suit
against Z prompt and the  Company in  Superior  Court of  California,  County of
Orange,  California.  The  dispute  was  settled  in March 2005 for a payment of
$50,000  due 60 days  from the date of the  settlement.  Accordingly,  net legal
settlement  costs of $50,000 were  expensed in this quarter and reflected in the
accompanying consolidated statements of operations.

NOTE 11:  SUBSEQUENT EVENTS

On April  21,  2005,  the  Company  made the  second  payment  under  the  Musco
settlement described in Note 10.

On April 21, 2005 the Company entered into a 6-month debenture for $300,000, and
bearing interest at 10% per annum.

On April 26, 2005, the Board of Directors  approved an increase to 35 million of
the  number of shares  reserved  for the  Company  2004  Stock  Option  Plan and
approved the distribution of 27,818,000  option shares.  As of May 10, 2005, the
Company has not issued any option grants under the plan.

On  May  10,  2005,   AccuPoll  was  issued  the  NASED   Qualification   number
N-2-13-22-22-001  (2002),  which confirms that AccuPoll's  Voting System Product
Version 2.5 has  successfully  completed the ITA  qualification  process and has
been certified by NASED under the 2002 FEC Voting System Standards.

As of May 10, 2005,  additional  funds of $120,000 were loaned to the company by
one of it's officers.

The federal  qualification  number allows  AccuPoll to pursue  certification  in
states that require voting system  qualification under the 2002 Federal Election
Commission Voting System Standards.

                                       18

<PAGE>

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

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 1990 Federal Election
Commission  (FEC) voting system  standards on March 25, 2004,  and was qualified
under  the 2002 FEC  Voting  System  Standards  on May 10,  2005.  The  Company,
believes that it is currently the only electronic  voting system providing these
features that is so qualified.

As of May 10, 2005,  the Company's  Voting  System  product is certified in nine
states (Alabama, Arkansas, Ohio, South Dakota, Utah, Kansas, Kentucky, Louisiana
and West Virginia), and the Company has pending state certification applications
in Pennsylvania,  Texas, New Mexico and Missouri, while Delaware and Mississippi
require only federal qualification.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2005 TO THREE MONTHS ENDED
MARCH 31, 2004

REVENUES:

Net sales for the quarter ended March 31, 2005 were $348,902.  Net sales for the
quarter ended March 31, 2004 were $620,140. The sales are solely provided by our
subsidiary,  Z  prompt,  Inc.  The 43.7%  decrease  is a result of the loss of a
significant customer of Z prompt in November 2004.

COST OF GOODS SOLD:

Cost of goods  sold for the  quarter  ended  March 31,  2005 were  $228,164,  as
compared to $534,572 for the quarter ended March 31, 2004.  The decrease in cost
of goods  sold is due to the  decrease  of sales and to better  management  of Z
prompt's  operations.  In January  2005,  management  completed  the  process of
restructuring  service  delivery  thereby  resulting  in a  per-call  saving  of
approximately 25%.

GENERAL AND ADMINISTRATIVE EXPENSES:

General and  administrative  expenses for the quarter  ended March  31,2005 were
$1,029,580  as compared to $789,773  for the quarter  ended March 31,  2004,  an
increase of $239,807.  The  increase is  primarily a result of the  amortization
expense for software development assets starting April 2004.

PROFESSIONAL FEES:

Professional fees for the quarter ended March 31, 2005 were $432,965 as compared
to $637,982  for the quarter  ended March 31,  2004, a decrease of 32%. The 2004
expense was higher due to $213,000 in amortization of the market value of equity
instruments issued for services.  In the period ended March 31, 2005 the Company
incurred expenses for business evaluation and lobbying efforts of $418,000.

INTEREST EXPENSE:

Interest expense for the quarter ended March 31, 2005 was $32,724 as compared to
$327,354  for the quarter  ended March 31, 2004, a decrease of 90%. The decrease
is primarily a result of a reduction of  approximately  $286,000 in expenses for
beneficial  conversion  features of equity  instruments  issued at below  market
prices in the quarter ended March 31, 2005.

                                       19

<PAGE>

LEGAL SETTLEMENT COSTS:

In the three months ended March 31, 2005,  AccuPoll  incurred  $653,000 in legal
settlement  costs  ($825,000  in cash and common stock less  $172,000  liability
relieved).  The cash amounts are payable over four months  beginning March 2005.
The  settlement  represents  the  culmination  of litigation  against the former
stockholder of Z prompt.

NET LOSS:

Net loss for the quarter ended March 31, 2005 was  $2,026,401 as compared to net
loss of $4,212,293  for the quarter  ended March 31, 2004, a 56%  decrease.  The
decrease is  primarily  due to a  $2,542,752  impairment  of  goodwill  expenses
incurred in the quarter ended March 31, 2004, and the impact of legal settlement
costs of $703,000,  reduced interest expense and an increase of 41% in our gross
profit or $35,170.

COMPARISON OF NINE MONTHS ENDED MARCH 31, 2005 TO NINE MONTHS ENDED
MARCH 31, 2004

REVENUES:

Net sales for the nine months ended March 31, 2005 were  $1,217,592  as compared
to net sales for the nine months ended March 31, 2003 of $981,372.  The increase
in net sales is solely  due to the  acquisition  of Z  prompt,  Inc.,  which was
consolidated beginning November 1, 2003.

COST OF GOODS SOLD:

Cost of goods sold for the nine months  ended March 31, 2005 were  $619,402,  as
compared to $932,185 for the nine months  ended March 31, 2004.  The decrease in
cost of goods sold is due to the decrease of sales and to better management of Z
prompt's  operations.  In January  2005,  management  completed  the  process of
restructuring  service  delivery  thereby  resulting  in a  per-call  saving  of
approximately 25% a also reduced head-count of 50%.

GENERAL AND ADMINISTRATIVE EXPENSES:

General and  administrative  expenses  for the nine months  ended March 31, 2005
were  $4,656,429 as compared to  $1,678,786  for the nine months ended March 31,
2004, an increase of  $2,977,643 or 177%.  The increase is primarily a result of
approximately  $2,079,000 in amortization expense for software development costs
for the nine  months  ended  March 31,  2005,  Z prompt  consolidation  costs of
$580,000, and $150,000 increase in salaries due to new hires.

PROFESSIONAL FEES:

Professional  fees for the nine months ended March 31, 2005 were  $2,679,020  as
compared to $1,590,385  for the nine months ended March 31, 2004, an increase of
68%.  The  increase  is a  result  of  approximately  $2.1  million  in  charges
associated with various warrants issued for services during prior periods, and a
$203,000  expense  representing  the fair market  value of  3,000,000  shares of
common stock issued for legal services.

INTEREST EXPENSE:

Interest  expense  for the nine  months  ended  March 31,  2005 was  $424,920 as
compared to  $2,455,269  for the nine months ended March 31, 2004, a decrease of
$2,030,349  or 82.7%.  The  decrease is  primarily  the result of a reduction in
expenses  incurred in fiscal 2004 related to beneficial  conversion  features of
equity instruments issued at below market.

                                       20

<PAGE>

LEGAL SETTLEMENT COST:

In the three months ended March 31, 2005,  AccuPoll  incurred  $653,000 in legal
settlement  costs  ($825,000  in cash and common stock less  $172,000  liability
relieved).  The cash amounts are payable over four months  beginning March 2005.
The  settlement  represents  the  culmination  of litigation  against the former
stockholder of Z prompt.

NET LOSS:

Net loss for the nine months ended March 31, 2005 was  $7,814,049 as compared to
net loss of $8,218,005  for the nine months ended March 31, 2004.  Comparing the
two  periods,  our net loss  decreased  by  $403,956,  or 4.9%.  The decrease is
primarily due to a $549,003 increase in our gross profit.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2005, we had cash of $72,848 and a working capital deficiency of
$7.8 million. Our accumulated deficit was $30.4 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.  The maturity was
extended  to  December  31,  2004 and a  further  extension  of  these  notes is
currently in negotiation. 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 March 31,  2005,  we had a balance of 702,000
under such notes. During January 2005, $80,000 was converted to 2,285,714 shares
of common stock.

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.  The maturity was extended to December 31, 2004 and a
further extension of the debenture is currently in negotiation. The debenture is
convertible on 90 days written notice by Palisades  Holdings,  LLC 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 March 31, 2005, we had a balance of $1,900,000  under such debenture.
During March 2005, $134,000 was converted to 2,144,000 shares of common stock.

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

On September 13, 2004, we completed a private placement  transaction with eleven
accredited investors, pursuant to which we sold an aggregate of 3,666,447 shares
of common stock,  1,833,227  Series A Warrants,  1,833,227 Series B Warrants and
1,833,227   Series  C  Warrants.   We  received  gross  proceeds   approximating
$1,650,000.  For each two  shares of common  stock,  we issued  investors  one A
Warrant,  one B Warrant  and one C Warrant.  Each two shares and three  warrants
were sold at a total price of $0.90.

On November 4, 2004, we completed a private  placement  transaction  with eleven
accredited investors, pursuant to which we sold an aggregate of 6,050,000 shares
of common stock,  3,025,000  Series A Warrants,  3,025,000 Series B Warrants and
3,025,000 Series C Warrants.  We received gross proceeds totaling $605,000.  For
each two  shares of common  stock,  we issued  investors  one A  Warrant,  one B
Warrant  and one C Warrant.  Each two shares and three  warrants  were sold at a
total price of $0.20.

In January 2005,  various European  investors  exercised  931,525 warrants at an
exercise price of $0.10 per share.  The original warrant exercise price of these
warrants  was  $.75  and  $.1224.  The  exercise  was  made at  $0.10  due to an
anti-dilution  adjustment caused by our November 2004 private placement.  Due to
the adjustment,  the number of shares  issuable under the warrants  increased to
2,783,930  common  shares,  which  provided  total  proceeds  of

                                       21

<PAGE>

$274,000.  As  consideration  for  exercising  the  warrants,  for every warrant
exercised the Company issued investors a 5-year replacement warrant at $0.12.

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

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

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

On March 22, 2005, Palisades Holdings, LLC converted $134,000 of its convertible
debenture into 2,144,000 shares of common stock.

CAPITAL EXPENDITURES

We anticipate  certain  capital  expenditures  related to developing and testing
subsequent  versions of the voting  system  hardware.  We estimate  such capital
expenditures  for hardware to be  approximately  $100,000 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.  We currently
have no definitive plans to secure such financing.

GOING CONCERN

At  March  31,  2005,  the  Company  has an  accumulated  deficit  approximating
$30,448,449.  The Company has also  generated its first revenues from its Voting
System operations;  however,  these revenues are not substantial and there is no
assurance of additional future revenues at this time. Consequently,  the Company
will require substantial  additional funding for obtaining  regulatory approval,
commercialization of its product,  and for continued product improvement.  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.

On  May  10,  2005,   AccuPoll  was  issued  the  NASED   Qualification   number
N-2-13-22-22-001  (2002),  which confirms that AccuPoll's  Voting System Product
Version 2.5 has  successfully  completed the ITA  qualification  process and has
been certified by NASED under the 2002 FEC Voting System Standards.

The Federal  qualification number will allow AccuPoll to pursue certification in
states that require voting system qualification under the 2002 FEC Voting System
Standards.

As of May 10, 2005,  the Company's  Voting  System  product is certified in nine
states (Alabama, Arkansas, Ohio, South Dakota, Utah, Kansas, Kentucky, Louisiana
and West Virginia), and the Company has pending state certification applications
in Pennsylvania,  Texas, New Mexico and Missouri, while Delaware and Mississippi
require only federal  qualification.  Given the new Federal qualification event,
the  Company's  ability  to market its  product is not longer at risk.  There is
however,   no  assurance   that  the  Company  will  be  able  to  secure  state

                                       22

<PAGE>

certification in all of the additional state jurisdictions where the Company may
wish to market it's products in the future.

The Company has incurred  losses  through  March 31, 2005,  and we have negative
working capital at that date of approximately  $7.8 million,  and have a lack of
operational history that, among other factors, raises doubt about our ability to
continue as a going  concern.  The Company  intends to fund  operations  through
sales of its  Voting  System and  associated  services.  As of May 10,  2005 the
Company has only been able to sell  election  services to the Long Beach Chapter
of the UAW Local 148 and has no firm  commitment  by any other  entities for the
purchase of any of its products or services. In the absence of significant sales
and profits,  the Company may seek to raise additional funds to meet its working
capital requirements through debt and/or equity financing arrangements.

Management believes that 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 and beyond.  The successful  outcome of future fund raising
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  (including the
liability  discussed  in Note 2) raise  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.

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

INFLATION

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CONTRACTUAL OBLIGATIONS

As of March 31, 2005, we had the following contractual obligations:

<TABLE>
<CAPTION>
      Contractual Obligations                                                    Payments due by period
                                                                                       Less than
                                                                             Total       1 year       1-3 years
<S>                                                                       <C>           <C>         <C>
Operating Lease Obligations

      Greenberg Farrow Architecture - AccuPoll - Tustin office Sublease   $  132,000                $  132,000
      Olen Lease - Z prompt - Irvine Leased facility                      $    6,652   $    6,652   $    6,652

      Amarillo Grant - AccuPoll - Texas facility                          $  250,000   $  250,000

Long-Term Debt
      Z prompt Bank of America line of Credit                             $   59,025   $   59,025
      Notes Payable                                                       $   15,000   $   15,000
                                                                                       $       --

Convertible Debt                                                          $  308,000   $  308,000
                                                                          $2,602,000   $2,602,000
Consulting Agreements
      National Strategies Inc.                                            $   45,000   $   45,000

Total                                                                     $3,417,677   $3,285,677   $  132,000
</TABLE>

                                       23

<PAGE>

BUSINESS TRENDS

There are three business trends evident in the market today that are material to
our operations.  The first is the delay in the procurement cycle until after the
November 2004 election.  This trend was influenced by two factors:  1) the delay
in  the  distribution  of  the  federal  funds  by the  United  States  Election
Assistance  Commission,  and 2) the presidential  election in November 2004. The
delay in the  distribution  of the  federal  funds  was  caused  by the delay in
nominating  and  confirming the Election  Assistance  Commissioners  (originally
scheduled to be completed by April 2003,  but instead was  completed in December
2003),  and the delay on the part of some states in meeting all the requirements
for the funds to be released by the  Election  Assistance  Commission.  With the
delay in funding until June 2004, less than five months before the November 2004
election,  the majority of counties decided not to risk making any changes until
after the November 2004 election. At a public meeting of the Election Assistance
Commission  on April 26, 2005 the  following  status was  reported in regards to
distribution  of Federal  Funds  under  HAVA:  As of April 22,  2005,  over $1.7
billion of the $2.3 billion in federal funds appropriated under Title II of HAVA
has been distributed to the states and the remaining $600 million is waiting for
states  to  complete  the HAVA  state  plan  certification  process.  This is in
addition to the $650 million of the Title I funds  appropriated  under HAVA that
was distributed in 2003.

The second  business  trend is the growing  momentum of the voter verified paper
ballot  movement.  As of  May  5,  2005,  seventeen  states  (Alaska,  Arkansas,
California,  Idaho,  Illinois,  Maine,  Maryland,  Montana,  New Hampshire,  New
Mexico,  Nevada,  Ohio,  South  Dakota,  Utah,  Vermont,  Washington,  and  West
Virginia)  have passed  legislation  requiring a voter  verified  paper  ballot.
Another  nineteen states  (Arizona,  Colorado,  Connecticut,  Florida,  Georgia,
Hawaii, Indiana, Iowa, Kansas, Maryland,  Minnesota, New Jersey, New York, North
Carolina,  Oregon, South Carolina,  Tennessee,  Texas and Virginia) are actively
considering legislation that would make it a requirement.  In addition,  federal
legislation  has been  introduced in the U.S. House and U.S. Senate to amendment
HAVA to explicitly require a voter verified paper audit trail.

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

Overall the net impact of these  trends on the Company is  positive.  We already
have a direct  recording  electronic  voting system with a voter  verified paper
audit trail qualified  under the 1990 and 2002 federal voting system  standards.
This places us in a position as one of the few vendors  with a direct  recording
electronic  voting  system  that is  federally  qualified  under the 2002 voting
system  standards and as the only vendor whose voting system is certified to the
2002  standards  and  provides a voter  verified  paper audit trail that is both
machine  and  human  readable.  This is  especially  important  in  states  like
Missouri,  Iowa,  and  Illinois  that  have  not  previously  authorized  direct
recording  electronic  voting  systems  to be used in the  state,  but must at a
minimum  meet the  accessibility  requirements  under  HAVA  (i.e.,  one  direct
recording electronic voting machine per polling place).

CRITICAL ACCOUNTING  POLICIES AND ESTIMATES

The  preparation of financial  statements and related  disclosures in conformity
with accounting  principles  generally  accepted in the United States of America
("GAAP") requires  management to make judgments,  assumptions and estimates that
affect the amounts  reported in our  consolidated  financial  statements and the
accompanying notes. The amount of assets and liabilities reported on our balance
sheet and the amount of revenues  and  expenses  reported for each of our fiscal
periods are affected by estimates and  assumptions,  which are used for, but not
limited  to, the

                                       24

<PAGE>

accounting for equity instruments  subject to rescission,  software  development
costs,  estimated  allowance for doubtful  accounts,  the  realizability  of our
investments  in  affiliated  companies and the valuation of deferred tax assets.
Actual  results  could  differ  from these  estimates.  The  following  critical
accounting  policies are  significantly  affected by judgments,  assumptions and
estimates used in the preparation of the financial statements:

Equity Instruments Subject to Rescission

The Company may be subject to possible claims for rescission with respect to the
sale or other issuances of certain common stock, options and warrants.

The 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 (the  "Securities  Act"),  or  qualification
under  state  securities  laws.  If any offer or sale were not exempt  from,  or
otherwise  not subject  to,  federal and state  registration  and  qualification
requirements, the purchaser would have a number of remedies, including the right
to rescind the purchase.

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

At March 31, 2005,  approximately 5 million shares of common stock,  options and
warrants are subject to  rescission,  with a potential  liability  approximating
$5.1 million,  including  interest at 10% per annum.  The number of warrants and
options  described  above does not  include  warrants  and options to purchase a
total of 3,600,000  shares of common stock issued  within two years of March 31,
2005 to our chief  executive  officer,  Dennis Vadura and our  president,  Frank
Wiebe or a warrant to purchase  12,400,000  shares of common stock for which the
holder  has agreed in  writing  that it will not assert any right to  rescission
that it may  have.  However,  we  cannot  assure  you  that  this  agreement  is
enforceable.

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.

Capitalized Software Development Costs

In accordance with 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.

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;  Starting  June 30, 2004,  the
Company  accelerated  the  amortization  over  one  year.  At  March  31,  2005,
accumulated amortization approximated $2,305,166.

                                       25

<PAGE>

Stock Based Compensation

As of October 18, 2004, the Company has adopted a 2004  Incentive  Stock Plan, a
stock-based  employee  compensation plan. The Company reserved 12,500,000 shares
of the Corporation` Common stock. As of March 31, 2005, no common stock has been
issued  under the  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 incurred no stock-based
employee  compensation  cost for the nine  months  ended March 31, 2005 and 2004
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.

Financial Reporting Related to Web Tools International, Inc.

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),
and how to determine when and which business  enterprise should  consolidate the
variable interest entity. 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
variable  interest  entity make additional  disclosures.  As amended in December
2003, the effective dates of FIN No. 46 for us 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 variable  interest  entities:  the first period ended
after March 15, 2004.

As disclosed in the notes to our accompanying  condensed  consolidated financial
statements, we are associated with Web Tools International,  Inc. through common
ownership;  in  addition,  we were  virtually  Web  Tools  International's  only
customer for software  development  services in fiscal 2003.  Based on these and
other  factors,  we determined  that (1) Web Tools  International  is a variable
interest  entity and (2) we were its primary  beneficiary as of January 1, 2004.
Therefore,  effective  January 1, 2004, the accounts of Web Tools  International
were consolidated with those of AccuPoll.  For reasons explained in the notes to
our March 31, 2005 consolidated financial statements,  the accounts of Web Tools
International were de-consolidated effective April 1, 2004.

The Continued Consolidation of the Subsidiary

As discussed in the notes to our accompanying consolidated financial statements,
Z prompt (a wholly owned  subsidiary) filed bankruptcy in March 2004. In January
2005,  the  bankruptcy  case  was  dismissed  and  Z  prompt   continues  to  be
consolidated in all reporting periods presented.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151,  "Inventory Costs - an amendment
of ARB No. 43, Chapter 4," which  clarifies the accounting for abnormal  amounts
of idle  facility  expense,  freight,  handling  costs and wasted  material.  In
Chapter 4 of ARB 43,  paragraph  five  previously  stated  that  "...under  some
circumstances,  items such as idle facility expense,  excessive spoilage, double
freight,  and  re-handling  costs may be so abnormal as to require  treatment as
current period  charges...." SFAS No. 151 requires that such items be recognized
as current-period expenses, regardless of whether they meet the criterion of "so
abnormal" (an undefined term). This  pronouncement also requires that allocation
of fixed  production  overhead to the costs of conversion be based on the normal
capacity of the production  facilities.  SFAS No. 151 is effective for inventory
costs incurred in years beginning after June 15, 2005.

In December 2004, the FASB issued SFAS No. 123-R,  "Share-Based Payment",  which
requires that the compensation cost relating to share-based payment transactions
(including  the  cost  of all  employee  stock  options)  be  recognized  in the
financial  statements.  That cost will be measured  based on the estimated  fair
value of the equity or  liability  instruments  issued.  SFAS No. 123-R covers a
wide range of share-based  compensation  arrangements

                                       26

<PAGE>

including share options, restricted share plans, performance-based awards, share
appreciation  rights,  and employee share purchase plans. SFAS No.123-R replaces
SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation",   and  supersedes
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees".  As originally  issued,  SFAS No. 123 established as preferable a
fair-value-based  method of accounting for share-based payment transactions with
employees.

However,  that  pronouncement   permitted  entities  to  continue  applying  the
intrinsic-value-based  model of APB  Opinion  25,  provided  that the  financial
statements  disclosed  the pro forma net income or loss based on the  preferable
fair-value method.

SFAS No.  123-R is  required  to be  applied  in the  first  interim  or  annual
reporting  period  that  begins  after  January 1,  2006.  Thus,  the  Company's
consolidated   financial   statements  will  reflect  an  expense  for  (a)  all
share-based  compensation  arrangements  granted after December 31, 2005 and for
any such  arrangements that are modified,  cancelled,  or repurchased after that
date, and (b) the portion of previous share-based awards for which the requisite
service has not been rendered as of that date, based on the grant-date estimated
fair value.

In December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Non-monetary
Assets,  an  amendment  of APB  Opinion  No.  29,  Accounting  for  Non-monetary
Transactions."  The  amendments  made by SFAS No. 153 are based on the principle
that  exchanges of  non-monetary  assets should be measured  using the estimated
fair value of the assets exchanged. SFAS No. 153 eliminates the narrow exception
for non-monetary  exchanges of similar productive assets, and replaces it with a
broader  exception  for  exchanges  of  non-monetary  assets  that  do not  have
commercial substance.  A non-monetary exchange has "commercial substance" if the
future cash flows of the entity are expected to change significantly as a result
of the transaction.  This pronouncement is effective for non-monetary  exchanges
in fiscal periods beginning after June 15, 2005.

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

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 March
31, 2005, a near-term change in interest rates,  based on historical  movements,
would  not  materially   affect  the  fair  value  of  interest  rate  sensitive
instruments.  Our debt  instruments  have  fixed  interest  rates and terms and,
therefore,  a  significant  change in  interest  rates would not have a material
adverse effect on our financial position or results of operations.

ITEM 4.  CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e)  under the Securities  Exchange Act of 1934, as amended) that are
designed to ensure that  information  required to be  disclosed  in 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.



As of the end of the period covered by this report,  our management  carried out
an evaluation,  under the  supervision and with the  participation  of our chief
executive officer and chief financial  officer,  of our disclosure  controls and
procedures  (as defined in Rule  13a-15(e)  and Rule  15d-15(e)  of the Exchange
Act). Based upon the evaluation, our chief executive officer and chief financial
officer concluded that our disclosure  controls and procedures are not effective
to ensure that all  information  required to be  disclosed  by us in the reports
that  we file  or  submit  under  the  Exchange  Act  is:  (1)  accumulated  and
communicated to our management,  including our chief executive officer and chief
financial officer,  as appropriate to allow timely decisions  regarding required
disclosure;  and (2) recorded,  processed,  summarized and reported,  within the
time periods specified in the Commission's rules and forms.

                                       27
<PAGE>

Because of the inherent  limitations  in all control  systems,  no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, will be or have been detected. These inherent limitations include
the  realities  that  judgments  in  decision-making  can be  faulty,  and  that
breakdowns can occur because of simple error or mistake. Additionally,  controls
can be circumvented by the individual acts of some persons,  by collusion of two
or more people,  and/or by management override of the control. The design of any
system of  controls  also is based in part upon  certain  assumptions  about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions;
over time,  controls  may become  inadequate  because of changes in  conditions,
and/or  the  degree  of  compliance   with  the  policies  and   procedures  may
deteriorate.  Because of the inherent  limitations in a cost-effective  internal
control  system,  misstatements  due to  error  or fraud  may  occur  and not be
detected.

In connection with the evaluation of our disclosure controls and procedures,  we
identified  the  following  material  weakness:   our  disclosure  controls  and
procedures were not effective to provide complete  accounting records containing
reliable data for timely filing of required reports;

In order to correct the above deficiency,  we are re-evaluating and revising our
disclosure  controls and procedures and implementing new disclosure controls and
procedures.  In the quarter ended March 31, 2005, we completed implementation of
the following changes to address identified weaknesses and deficiencies:

  (1) We now require all new employees to sign and agree to an intellectual
      property rights and confidentiality agreement.

  (2) We implemented a tracking and entry system to log office key and building
      access key use.

  (3) We developed and implemented new processes and procedures to recognize Z
      prompt revenues and post cash receipts against the correct open Z prompt
      customer invoices.

  (4) We reconciled Z prompt's accounts receivable ledger with Z prompt's
      general ledger.

  (5) We developed and implemented new processes and procedures to ensure that
      equity transactions are recorded in a timely manner.

  (6) We continue to educate accounting staff to facilitate an understanding of
      the consolidated company's accounting function as it pertains to our
      business.

  (7) Based on the roles and responsibilities of each member of our accounting
      staff, we created a new access level structure by user to perform
      different functions within the accounting system.

A future  objective is to purchase and implement new  accounting  systems across
all our  operating  subsidiaries  to make  the  analysis  and  consolidation  of
financial  results  easier.  We continue to reevaluate,  redesign,  and document
policies and  procedures,  put those  procedures  in  operation  and monitor the
effectiveness of the procedures.  The above steps constitute significant changes
in our internal  controls over financial  reporting.  Except as described above,
there  were no other  changes  in our  internal  controls  (as  defined  in Rule
13a-15(f)  of the  Exchange  Act) or in other  factors  that could  affect these
controls  during our last fiscal quarter that have materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.



                                       28
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

In October 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. On or about January 25, 2005, we settled this dispute
in consideration  for our agreement to: (i) make total payments of $625,000 cash
to Mr. Musco and Mr. Shockett; and (ii) issue 1.5 million shares of common stock
to Mr.  Musco and Mr.  Shockett.  In  addition,  a  liability  to Mr.  Musco was
relieved.  The cash amount is payable over 4 months.  In the event of default on
the cash payment terms, an additional  $250,000 cash amount will be added to the
settlement amount.

In October 2003, a former employee of Z prompt, Nathalie Luu, filed suit against
Z prompt and us in Superior Court of California,  County of Orange,  California.
The complaint alleged 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.  In March  2005,  the  dispute  has been  settled for a
payment of $50,000, due in 60 days from the date of settlement.

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.  The bankruptcy was
dismissed on February 1, 2005 upon a motion of the US Trustee in the case.

AccuPoll Holding Corporation and its subsidiary,  Z prompt, Inc. filed an action
for  declaratory  relief as of January  31, 2005  against  Frank Ehret in Orange
County Superior Court,  case # 05CC02714.  Under the terms and conditions of the
purchase of Z prompt,  Inc., Frank Ehret received  6,365,000  restricted  shares
under rule 144. Ehret alleges that AccuPoll somehow prevented Ehret from selling
his shares.  AccuPoll denies the allegations and seeks a judicial  determination
on the matter.  Mr. Ehret, upon receipt of this complaint filed an action in San
Francisco Superior Court, case# CGC-05-438410 for Breach of Contract,  Breach of
the  covenant  of good faith and fair  dealing,  conversion  and failure to make
payment due on a  promissory  note.  On February 3, 2005,  the factual  basis is
identical to the declaratory relief action.  AccuPoll and Z prompt  subsequently
filed a motion to have the Ehret case transferred to Orange County Court.  Ehret
then stipulated to have his case moved to Orange County.  No discovery has taken
place.

                                       29

<PAGE>

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

In January 2005,  various European  investors  exercised  931,525 warrants at an
exercise price of $0.10 per share.  The original warrant exercise price of these
warrants  was  $.75  and  $.1224.  The  exercise  was  made at  $0.10  due to an
anti-dilution  adjustment caused by our November 2004 private placement.  Due to
the adjustment,  the number of shares  issuable under the warrants  increased to
2,783,930  common  shares,  which  provided  total  proceeds  of  $274,000.   As
consideration  for  exercising  the warrants,  for every  warrant  exercised the
Company  issued  investors  a  5-year   replacement   warrant  at  $0.12.  These
transactions were exempt from registration  pursuant to Regulation S promulgated
under the Securities Act of 1933, as amended.

In March 2005,  various European  investors  exercised  7,416,000 warrants at an
exercise  price of $0.06 per share.  The proceeds  raised from this  transaction
were  $445,000.  An  additional  1,000,000  warrants  were  exercised by another
European  investor  at an  exercise  price of $0.10 per share  for  proceeds  of
$100,000.   These  transactions  were  exempt  from  registration   pursuant  to
Regulation S promulgated under the Securities Act of 1933, as amended.

In March 2005, a Canadian  investor  purchased 1.5 million shares for a price of
$0.10 per share for proceeds of $150,000.  These  transactions  were exempt from
registration  pursuant to Regulation S promulgated  under the  Securities Act of
1933, as amended.

In the Quarter  ended March 31, 2005,  the Company  issued  3,000,000  shares of
common stock for legal  services.  Todd Becker,  legal  counsel for the Z-Prompt
bankruptcy,  was issued a total of 1,500,000  shares in 500,000  share blocks on
January 10, 11 and February 28, 2005. Mark Shoemaker, litigation counsel for the
Musco case was issued a total of 1,500,000 shares as 1,000,000 shares on January
6, 2005, and 500,000 shares on February 28, 2005. These transactions were exempt
from  registration  pursuant to Section 4(2) of the  Securities  Act of 1933, as
amended.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

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.  The maturity was
extended  to  December  31,  2004 and a  further  extension  of  these  notes is
currently in negotiation. 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 March 31,  2005,  we had a balance of 702,000
under such notes. During January,  2005, $80,000 has been converted to 2,285,714
shares of common stock.

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.  The maturity was extended to December 31, 2004 and a
further extension of the debenture is currently in negotiation. The debenture is
convertible on 90 days written notice by Palisades  Holdings,  LLC 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 March 31, 2005, we had a balance of $1,900,000  under such debenture.
During March,  2005,  $134,000 has been converted to 2,144,000  shares of common
stock.

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.

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<PAGE>

ITEM 6.  EXHIBITS.

EXHIBIT NUMBER                              DESCRIPTION
--------------    --------------------------------------------------------------
31.1              Certification  by Chief  Executive  Officer,  required by Rule
                  13a-14(a) or Rule  15d-14(a) of the Exchange Act,  promulgated
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

32.1              Certification  by Chief  Executive  Officer,  required by Rule
                  13a-14(b)  or Rule  15d-14(b)  of the Exchange Act and Section
                  1350 of  Chapter  63 of Title 18 of the  United  States  Code,
                  promulgated  pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.

32.2              Certification  by Chief  Financial  Officer,  required by Rule
                  13a-14(b)  or Rule  15d-14(b)  of the Exchange Act and Section
                  1350 of  Chapter  63 of Title 18 of the  United  States  Code,
                  promulgated  pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.

                                       31

<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:   May 20, 2005        By:       /s/ Dennis Vadura
                                      ------------------------------------------
                                      Dennis Vadura,
                                      Chief Executive Officer and Director


Dated:   May 20, 2005        By:       /s/ Frank J. Wiebe
                                      ------------------------------------------
                                      Frank J. Wiebe,
                                      President, Secretary, Treasurer
                                      and Director


Dated:   May 20, 2005        By:       /s/ Diana Dimadi
                                      ------------------------------------------
                                      Diana Dimadi,
                                      Chief Financial Officer and Principal
                                      Accounting Officer

                                       32