UNITED STATES
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-Q

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

                For the quarterly period ended September 30, 2003

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

        For the transition period from ______________ to ________________

                        Commission File Number: 000-32849

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

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


                 25101 Red Hill Ave # 220, Tustin, Ca 92780
                 ----------------------------------------------
                    (Address of principal executive offices)

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

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

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

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

                       APPLICABLE ONLY TO CORPORATE ISSUERS:

   (Indicate the number of shares outstanding of each of the issuer's classes
               of common stock, as of the latest practicable date.
                       121,274,215 shares of common stock
                             as of November 19, 2003

<PAGE>

                          PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                             ACCUPOLL HOLDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                       SEPTEMBER 30, 2003
                                                                                          (UNAUDITED)              JUNE 30, 2003
                                                                                          -----------              --------------
<S>                                                                                        <C>                        <C>
CURRENT ASSETS
Cash                                                                                       $   70,970                 $       --
  Deferred acquisition costs                                                                  225,206                    144,206
  Prepaid expenses                                                                             40,265                      2,500
                                                                                           ----------                 ----------

TOTAL CURRENT ASSETS                                                                          336,441                    146,706
                                                                                                                      ----------
  Capitalized software development costs                                                    1,764,229                  1,403,899
                                                                                           ----------                 ----------

  TOTAL ASSETS                                                                              2,100,670                 $1,550,605
                                                                                           ==========                 ==========

                                  LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                                    $1,157,474                 $  931,503
  Related party payables                                                                      934,430                    872,940
  Subordinated Debt                                                                           208,333                         --
  Convertible debt, net of discount                                                           110,033                         --
  Notes payable to related parties                                                            225,000                    175,000
                                                                                           ----------                 ----------
TOTAL CURRENT LIABILITIES                                                                   2,635,270                  1,979,443
                                                                                           ----------                 ----------
  Put liability related to warrant issuance                                                   163,760                    113,750
                                                                                           ----------                 ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

Convertible Series A preferred stock, $0.01 par value,
  80,000 shares authorized, 71,529 shares issued and
  outstanding (liquidation  preference of zero)                                                   715                        715
Common stock, par value of $0.001, 600,000,000 shares
  authorized; 121,274,215 and 112,945,963 shares issued and
  outstanding, respectively                                                                    121,274                    112,946
Additional paid in capital                                                                  8,410,821                  7,253,898
Deficit accumulated during the development stage                                           (9,231,170)                (7,910,147)
                                                                                           ----------                 ----------

TOTAL STOCKHOLDERS' DEFICIT                                                                  (698,360)                  (542,588)
                                                                                           ----------                 ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                $2,100,670                 $1,550,605
                                                                                           ==========                 ==========
</TABLE>

<PAGE>

                             ACCUPOLL HOLDING CORP.

                          (A Development Stage Company)

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         For The Three Month Periods Ended September 30, 2003 and 2002
  and For The Period From August 9, 2001 (Inception) Through September 30, 2003
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                Inception Through
                                                           September 30, 2003       September 30, 2002         September 30, 2003
                                                              (unaudited)               (unaudited)                 (unaudited)
                                                           ------------------------------------------------------------------------
<S>                                                           <C>                        <C>                        <C>
REVENUES                                                      $        --                 $       --               $        --

EXPENSES
  General and administrative                                      915,290                    333,929                  4,747,501
  Professional fees                                                87,327                     83,530                  3,655,424
  Interest                                                        318,406                    179,400                    652,181
  Research and development                                             --                         --                    176,064
                                                              -----------                -----------                -----------
                                                                1,321,023                    596,859                  9,231,170
                                                              -----------                -----------                -----------
NET LOSS                                                      $(1,321,023)               $  (596,859)               $(9,231,170)
                                                              ===========                ===========                ===========

BASIC AND DILUTED NET LOSS

    PER SHARE                                                 $     (0.01)               $     (0.01)               $     (0.10)
                                                              ===========                ===========                ===========

WEIGHTED AVERAGE NUMBER OF COMMON

SHARES OUTSTANDING                                            116,465,528                103,540,532                 92,863,652
                                                              ===========                ===========                ===========
</TABLE>
<PAGE>

                             ACCUPOLL HOLDING CORP.

                          (A Development Stage Company)

                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Three Month Periods Ended September 30, 2003 and 2002
  And For The Period From August 9, 2001 (Inception) Through September 30, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                 Inception Through
                                                                                                                    September 30,
                                                                                     2003             2002             2003
                                                                                 (unaudited)       (unaudited)      (unaudited)
                                                                                 -----------------------------------------------
<S>                                                                              <C>               <C>               <C>
Cash flows from operating activities:
  Net loss                                                                       $(1,321,023)      $  (596,859)      $(9,231,170)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
     Amortization of estimated fair market value of warrants
     granted and beneficial conversion feature in connection with
     the issuance of a convertible note payable                                      110,033                --           417,533
     Amortization of beneficial conversion feature in
     connectionn with the issuance of a
      subordinated convertible note payable                                          208,333                --           208,333
     Estimated fair market value of options and warrants granted for services        168,000                --         3,748,609
     Vesting of previously issued stock options                                      136,545           136,545
     Estimated fair market value of common stock issued for services                  32,930           179,400           857,864
     Accrued interest related to the conversion of notes payable                          --                --            16,375
     Write off of subscription receivable                                                 --                --            12,500
     Write off of prepaid consulting                                                      --                --           286,000
     Changes in operating assets and liabilities:
        Prepaid expenses                                                             (37,765)           (2,500)          (40,265)
        Accounts payable and accrued expenses                                        225,971            48,477         1,157,474
        Related party payables                                                        61,490           141,780           222,510
                                                                                 -----------       -----------       -----------

  Net cash used in operating activities                                             (415,486)         (229,702)       (2,207,692)
                                                                                 -----------       -----------       -----------

Cash flows from investing activities:
  Increase in deferred acquisition costs                                             (81,000)             --            (225,206)
  Increase in capitalized software development costs                                (360,330)         (265,905)       (1,002,309)
  Proceeds from related party note receivable                                             --           300,000                --
                                                                                 -----------       -----------       -----------

  Net cash (used in) provided by investing activities
                                                                                    (441,330)           34,095        (1,227,515)
                                                                                 -----------       -----------       -----------

Cash flows from financing activities:
  Proceeds from the issuance of notes payable to related parties                      50,000                --           225,000
  Proceeds from issuance of subordinated convertible debt                            500,000                --           500,000
  Proceeds from issuance of convertible debt                                         200,000                --           537,500
  Proceeds from the issuance of common stock                                          25,000            25,000           853,632
  Proceeds from issuance of common stock upon exercise of warrants                   152,786            56,640         1,671,989
  Commissions paid for fund raising activities                                          --             (51,000)         (281,944)
                                                                                 -----------       -----------       -----------

  Net cash provided by financing activities                                          927,786            30,640         3,506,177
                                                                                 -----------       -----------       -----------

Net increase in cash
                                                                                      70,970          (164,967)           70,970

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

Cash at end of period                                                            $    70,970       $   122,192       $    70,970
                                                                                 ===========       ===========       ===========
</TABLE>

Supplemental disclosure of non-cash activities:

See accompanying notes to the condensed  consolidated  financial  statements for
additional  information  relating to non-cash investing and financing activities
concerning the issuance of common stock related to convertible debt and warrants
and beneficial conversion features.
<PAGE>

NOTE 1: BASIS OF REPORTING

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

PRINCIPLES OF CONSOLIDATION

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

STOCK-BASED COMPENSATION

As of September  30, 2003,  the Company has not adopted a  stock-based  employee
compensation  plan.  The  Company  accounts  for  stock-based   compensation  to
employees under the  recognition  and measurement  principles of APB Opinion No.
25, "Accounting for Stock Issued to Employees," and related Interpretations. The
Company did not incur any stock-based  employee  compensation cost for the three
months ended September 30, 2003 and 2002 under APB Opinion No. 25. The following
table  illustrates  the effect on net  income  and loss per common  share if the
Company had applied the fair value recognition  provisions of FASB Statement No.
123,   "Accounting  for  Stock-Based   Compensation,"  to  stock-based  employee
compensation.


<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                                       SEPTEMBER 30,
                                                             ------------------------------
                                                                 2003              2002
                                                             -------------     ------------
<S>                                                        <C>                 <C>
Net loss available to common stockholders, as reported       $ (1,321,023)     $  (596,859)
Pro forma compensation expense                                   (355,000)         (14,000)
                                                             -------------     ------------
Pro forma net loss available to common stockholders          $ (1,676,023)     $  (610,859)
                                                             =============     ============
Loss per share, as reported
   Basic                                                     $      (0.01)     $     (0.01)
   Diluted                                                   $      (0.01)     $     (0.01)

Loss per share, pro forma
   Basic                                                     $      (0.01)     $     (0.01)
   Diluted                                                   $      (0.01)     $     (0.01)
</TABLE>

BENEFICIAL CONVERSION FEATURE

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

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

Recent  accounting  pronouncements  discussed  in the Notes to the June 30, 2003
consolidated  financial  statements  filed  previously  with the  Securities and
Exchange Commission in Form 10-KSB, as amended, that were required to be adopted
during the period ended September 30, 2003 did not have a significant  impact on
the Company's condensed consolidated financial statements.

<PAGE>

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
This Interpretation  requires a variable interest entity to be consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the
variable interest entity's activities,  is entitled to receive a majority of the
entity's  residual  returns,  or both.  FIN 46 applies  immediately  to variable
interest  entities  created  after  January 31, 2003,  and to variable  interest
entities  in which an  enterprise  obtains an  interest  after that date.  It is
effective  October 9, 2003 to variable  interest entities in which an enterprise
holds a variable  interest that was acquired  before  February 1, 2003. The only
potential  variable  interest entity with which the Company is associated is Web
Tools  International,  Inc.  ("WTI"),  as disclosed in the Notes to the June 30,
2003 consolidated  financial statements filed previously with the Securities and
Exchange  Commission  in Form  10-KSB,  as amended..  The Company is  evaluating
whether WTI is a variable  interest  entity,  whether the Company is the primary
beneficiary  and,  if so, the  impact of FIN 46 on the  financial  position  and
results of operations.

Management does not believe that recent  accounting  pronouncements,  other than
the possible  effects of FIN 46,  required to be adopted in future periods would
have  a  material  effect  on  the  Company's  future   consolidated   financial
statements.

NOTE 3: CAPITALIZED SOFTWARE DEVELOPMENT COSTS

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

At September  30, 2003,  management  believes that no revisions to the remaining
useful  lives or  write-down  of  capitalized  software  development  costs  are
required.  Since the product has not been  released  to  customers,  the amounts
included  in the  accompanying  condensed  consolidated  balance  sheet  have no
related amortization.

The product is  currently  undergoing  federal  certification  testing.  Federal
certification  testing is expected to by completed  December 2003.  Once federal
certification  has been obtained,  the product will be a saleable product in the
United States. However, additional state level certifications may be required in
order to sell the voting system in certain states.

NOTE 4: SUBORDINATED CONVERTIBLE NOTE PAYABLE

In July 2003, the Company  borrowed  $500,000  under a subordinated  convertible
note payable, (the "Subordinated  Convertible Note"), which bears interest at 7%
per annum.  All  borrowings,  including  interest,  are due six months  from the
receipt of proceeds.  The  Subordinated  Convertible  Note may be converted into
common  stock  of the  Company  at  $0.30,  at any  time  at the  option  of the
noteholder, as defined.

A beneficial conversion feature  approximating  $500,000 was recorded during the
period  ended  September  30, 2003 and is  presented  as a debt  discount to the
Subordinated  Convertible  Note.  Such  discount is being  amortized to interest
expense over the term of the  Subordinated  Convertible  Note.  The  outstanding
balance of the Subordinated Convertible Note at September 30, 2003 was $208,333,
net of a $291,667 debt discount.

<PAGE>

NOTE 5: CONVERTIBLE NOTE PAYABLE

In July 2003, the Company borrowed  $200,000 under an existing  convertible note
payable,  secured  by  substantially  all of the  assets  of the  Company,  (the
"Convertible  Note"),  which bears interest at 10% per annum. All borrowings are
due on or  before  December  31,  2003 with  monthly  interest  payments  on the
outstanding  balance. The Convertible Note may be converted into common stock of
the  Company at the  lesser  of: (a) $0.06 per share or (b) 50% of the  averaged
three lowest  closing  prices of the  Company's  common stock for the 20 trading
days immediately preceding the conversion date, at any time at the option of the
note-holder, as defined.

In  connection  with the  Convertible  Note,  the  Company  granted a warrant to
purchase  6,400,000  shares  of the  Company's  restricted  common  stock  at an
exercise  price of $0.06 per share,  which includes a  non-dilution  clause,  as
defined. The warrants vested upon grant and expire in July 2008.

The Company  recorded the relative fair value of the warrant and the  beneficial
conversion  feature,  which total $200,000 as a debt discount.  Such discount is
being amortized to interest  expense over the term of the Convertible  Note. The
outstanding  balance,  including prior  borrowings,  of the Convertible  Note at
September  30,  2003 was  $110,033,  net of an  un-amortized  debt  discount  of
$139,967.

The  Convertible  Note contains a provision  limiting the number of shares which
may be  issued  upon  conversion  to an amount  equal to 4.99% of the  Company's
shares of common stock then outstanding at the time of conversion.

NOTE 6: COMMITMENTS AND CONTINGENCIES

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

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

<PAGE>

NOTE 7: STOCKHOLDERS' EQUITY

COMMON STOCK

In July 2003,  the Company issued 10,000 shares of Common Stock valued at $9,000
(based on the market price on the date of grant) for services rendered, which is
included in the accompanying condensed consolidated statement of operations.

In August  2003,  the Company  issued  10,000  shares of Common  Stock valued at
$11,800 (based on the market price on the date of grant) for services  rendered,
which is  included  in the  accompanying  condensed  consolidated  statement  of
operations.

In September  2003,  the Company  issued 10,000 shares of Common Stock valued at
$12,100 (based on the market price on the date of grant) for services  rendered,
which is  included  in the  accompanying  condensed  consolidated  statement  of
operations.

In September  2003, the Company issued 50,000 shares of restricted  Common Stock
for cash totaling $25,000.

In  August  2003,  the  Company  issued  7,000,000  shares  of  common  stock as
collateral for potential  proceeds  approximating  $1,652,000  ("Secured Note"),
less applicable commissions. The Secured Note will accrue interest at 6.0%, will
require  interest only payments  through maturity and will mature two years from
receipt of proceeds.  As of November 14, 2003,  the Company has not received any
proceeds or paid any related commissions.

In September  2003, the Company  issued  1,248,252  shares of restricted  common
stock in  connection  with the exercise of warrants at  approximately  $0.12 for
approximately $153,000.

STOCK OPTIONS AND WARRANTS

In July  2003,  the  Company  granted  options  to  purchase  600,000  shares of
restricted common stock, at an exercise price of $1.54 per share, to an employee
of the Company (the fair market value of the Company's  common stock on the date
of grant).  The options vest through December 2006, and are exercisable  through
December 2012.

In August 2003, the Company granted  warrants to purchase  857,493 shares of the
Company's restricted Common Stock at an exercise price of $0.12 per share. These
warrants  vested  upon  grant and are  exercisable  through  August  2008.  Such
warrants  were issued in  connection  with equity fund raising  activities,  and
accordingly, there was no related expense recorded in the accompanying condensed
consolidated financial statements.

In  September  2003,  the Company  granted  warrants to purchase an aggregate of
2,362,476  shares of the Company's  restricted  Common Stock at exercise  prices
ranging from $0.12 to $0.35 per share.  These warrants vested upon grant and are
exercisable  through December 2004. Such warrants were issued in connection with
equity fund raising  activities,  and accordingly,  there was no related expense
recorded in the accompanying consolidated financial statements.

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

<PAGE>

NOTE 8: ACQUISITION

On April 9, 2003, the Company entered into an agreement with Z prompt,  Inc. ("Z
prompt"),  a California  corporation.  According to the  agreement,  the Company
purchased all of the outstanding capital stock of Z prompt from its stockholders
in exchange for 8,000,000 restricted shares of the common stock of the Company.

Additionally,  the Company is required to settle an outstanding  promissory note
of Z prompt in the principal amount of approximately $400,000 that was held by a
former  stockholder  of Z prompt,  in exchange for 533,000  shares of restricted
common stock of the Company.  During the three month period ended  September 30,
2003, the Company  advanced Z prompt $81,000 in connection with the acquisition,
such  advances  have  been  recorded  as  deferred   acquisition  costs  in  the
accompanying  condensed consolidated balance sheet, due to the contingency noted
below, which existed at September 30, 2003.

The agreement between AccuPoll and the Z prompt  stockholders  provided that the
agreement may be rescinded at the discretion of the Z prompt shareholders if the
electronic voting system of AccuPoll was not certified by Wyle Labs by September
30, 2003;  such  certification  had not been  obtained By September 30, 2003 and
therefore the Z prompt  acquisition  has not been  recorded in the  accompanying
September 30, 2003 condensed consolidated financial statements.  As of September
30, 2003, the Company has issued approximately 8,533,000 shares of the Company's
common stock in connection with the acquisition, which have not been recorded in
the accompanying  September 30, 2003 condensed consolidated financial statements
due to such contingency.

On October 31, 2003, the Company obtained  acceptance of it's in precinct voting
system review from Wyle Labs and therefore,  effective on such date, the Company
will  consolidate  the  accounts of  Zprompt,  Inc.  during the  quarter  ending
December 31, 2003.

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

NOTE 9: GOING CONCERN CONSIDERATIONS

The condensed  consolidated financial statements are presented on the basis that
the Company is a going concern which  contemplates the realization of assets and
the  satisfaction  of  liabilities  in the  normal  course  of  business  over a
reasonable length of time. The Company has incurred significant operating losses
and has used  cash in its  operations  since  inception.  Most of this  cash was
consumed in the  development  of software  and  systems  infrastructure,  and in
organization   development  and  staffing.   Additional   funding  went  towards
investment in and  protection of  intellectual  property and towards  investment
advisory fees and  commissions  related to fund raising.  At September 30, 2003,
the  Company  had a deficit  in working  capital  approximating  $2,300,000.  In
addition,  the Company  experienced a loss from  operations for the three months
ended September 30, 2003,  approximating  $1,300,000,  and a deficit accumulated
during the development stage approximating $9,200,000 at that date.

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

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

<PAGE>

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

GENERAL
The  Company  has not  generated  any  revenues  from its  operations  since the
inception of AccuPoll,  Inc., the Company's wholly owned  subsidiary,  in August
2001, and does not expect to report any revenue until the successful development
and marketing of its  touch-screen  electronic  voting  products.  Additionally,
after  the  launch  of the  Company's  products  and  services,  there can be no
assurance that the Company will generate  positive cash flow and there can be no
assurances  as to the level of revenues,  if any,  that the Company may actually
achieve from its planned operations.


Plan of Operations
------------------

         The initial  concept and design and  development  of the  AccuPoll  DRE
polling  place  electronic  voting  system was begun in November  2000 by Dennis
Vadura and Frank Wiebe,  the CEO and  President of Web Tools  International.  In
August 2001, the CEO and President of Web Tools International  decided to form a
company for the AccuPoll  product in order to facilitate  the raising of private
equity investment.  AccuPoll,  Inc. was incorporated in the State of Delaware in
August 2001 with the CEO and President of Web Tools  International  also the CEO
and President of AccuPoll, Inc. respectively. The CEO and President of AccuPoll,
Inc.  decided to enter into a contract with Web Tools  International to continue
the  development of the AccuPoll DRE polling place voting system since AccuPoll,
Inc.  had no  developers  on staff to continue  the  development,  and Web Tools
International had developers that were available and knowledgeable in the design
and  development of the product.  In connection  with the formation of AccuPoll,
Inc., Web Tools International was reimbursed all R&D related expenses incurred.

         AccuPoll Holding Corp. is currently a development stage company working
to bring a new  electronic  voting  system  to the  elections  marketplace.  The
AccuPoll DRE polling  place  electronic  voting  system is currently  undergoing
federal certification  testing.  Federal certification testing is expected to by
completed  December 2003.  Once federal  certification  has been  obtained,  the
AccuPoll DRE polling place  electronic  voting system will be a saleable product
in the United States.  However,  additional  state level  certifications  may be
required  in order to sell the voting  system in certain  states.  The  expected
first sale of the AccuPoll  DRE polling  place  voting  system is first  quarter
2004.

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

<PAGE>

         The Company's  success will depend on its ability to obtain  government
contracts,  primarily through the counties in the United States to replace their
current voting systems with the touch-screen  voting  solutions  provided by the
Company.

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

Selected Financial Data Comparisons

         General and Administrative expenses for the quarter ended September 30,
2003 were $915,290, an increase of 174% from General and Administrative Expenses
for the quarter ended September 30, 2002, of $333,929.  The primary  contributor
to the increase is due to non-cash expenses for stock based compensation,  which
is due to options and/or  warrants  which are in the money,  that are granted to
employees and consultants to the Company.

         Professional Fees for the quarter ended September 30, 2003 was $87,327.
Professional  Fees for the quarter ended  September  30, 2002 were  $83,530,  An
increase of 4.5%.

         Interest  Expense   for the  quarter  ended   September  30,  2003  was
$318,406,  as compared to Interest  Expenses for the quarter ended September 30,
2002 of $179,400, and increase of 77.5%. The primary reason for such an increase
is  related  to the  non-cash  beneficial  conversion  charge  relating  to debt
securities  issued by the Company  during the quarter ended  September 30, 2003,
that have conversion features that are at prices below market.

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

         Since  inception  through  September  30, 2003,  the Company has raised
gross proceeds approximating $3,800,000 from the sale of restricted Common Stock
and notes payable.

         The Company's cash was approximately $71,000 at September 30, 2003.

         The  management  of the  Company  believes  that the  Company  will not
generate  any  significant  revenues  in the next few  months,  nor will it have
sufficient  cash to fund  operations.  As a result,  the Company's  success will
largely depend on its ability to secure  additional  funding through the sale of
its Common Stock and/or the sale of other debt or equity  securities.  There can
be no assurance,  however,  that the Company will be able to consummate  debt or
equity financing in a timely manner, or on a basis favorable to the Company,  at
all.

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

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

<PAGE>

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

         The Company's  independent  certified public accountants have stated in
form 10-KSB,  as filed with the  Securities  and Exchange  Commission,  that the
Company has been in the  development  stage since it began  operations in August
2001,  has not generated any revenues from  operations and there is no assurance
of any future revenues.  These conditions,  among others raise substantial doubt
about the Company's ability to continue as a going concern.

Inflation
---------

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

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

The Company  will  require  substantial  additional  financing  to complete  the
capitalization  of its business  plan.  The  additional  financing  will be used
primarily  for payment of past due  liabilities  and for the  establishment  and
implementation of marketing programs.  The Company can give no assurance that it
will  successfully  negotiate or obtain  additional  financing,  or that it will
obtain financing on terms favorable or acceptable to it. The Company's ability

to obtain additional  capital depends on market  conditions,  the global economy
and other factors  outside its control.  If the Company does not obtain adequate
financing or such financing is not available on acceptable  terms, the Company's
ability to satisfy its  liabilities,  finance its expansion,  develop or enhance
products and services or respond to competitive pressures would be significantly
limited.  The  Company's  failure  to secure  necessary  financing  could have a
material  adverse  effect on its business,  prospects,  financial  condition and
results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Changes in United  States  interest  rates  would  affect the  interest
earned  on the  Company's  cash and  cash  equivalents.  Based on the  Company's
overall  interest  rate  exposure at September  30, 2003, a near-term  change in
interest rates, based on historical  movements,  would not materially affect the
fair  value  of  interest  rate  sensitive   instruments.   The  Company's  debt
instruments  have fixed interest rates and terms and,  therefore,  a significant
change  in  interest  rates  would  not have a  material  adverse  effect on the
Company's financial position or results of operations.

ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our Chief  Executive  Officer ("CEO") and Chief Financial  Officer  ("CFO"),  we
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and  procedures  (as defined in Rule  13a-15(e) and 15d-15(e) of the 34
Act) as of a date (the  "Evaluation  Date")  within 90 days  prior to the filing
date of this report. Based upon that evaluation, the CEO and CFO concluded that,
as of September 30, 2003, our disclosure  controls and procedures were effective
in timely  alerting  them to the  material  information  relating  to us (or our
consolidated  subsidiaries) required to be included in our periodic filings with
the SEC. Based on their most recent  evaluation as of the  Evaluation  Date, the
CEO and the CFO have also concluded  that there are no significant  deficiencies
in the design or operation of internal  control over financial  reporting  which
are  reasonably  likely to  adversely  affect the  Company's  ability to record,
process,  summarize  and report  financial  information,  and such officers have
identified no material weaknesses in internal controls.

There were no  significant  changes made in our internal  control over financial
reporting during the quarter ended September 30, 2003 that are reasonably likely
to significantly affect these controls.  Thus, no corrective actions with regard
to significant deficiencies or material weaknesses were necessary.

<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

In July 2003,  the Company issued 10,000 shares of Common Stock valued at $9,000
(based on the market  price on the date of grant)  for  services  rendered.  The
Company  relied upon an exemption  under section 4(2) of the  Securities  Act of
1933 as amended.

In August  2003,  the Company  issued  10,000  shares of Common  Stock valued at
$11,800 (based on the market price on the date of grant) for services  rendered.
The Company relied upon an exemption under section 4(2) of the Securities Act of
1933 as amended.

In September  2003,  the Company  issued 10,000 shares of Common Stock valued at
$12,100 (based on the market price on the date of grant) for services  rendered.
The Company relied upon an exemption under section 4(2) of the Securities Act of
1933 as amended.

In September  2003, the Company issued 50,000 shares of restricted  Common Stock
for cash totaling $25,000. The Company relied upon an exemption under Regulation
S and Section 4(2) of the Securities Act of 1933 as amended.

In  August  2003,  the  Company  issued  7,000,000  shares  of  common  stock as
collateral for potential  proceeds  approximating  $1,652,000  ("Secured Note"),
less  applicable  commissions.  The  Company  relied  upon  an  exemption  under
Regulation S and Section 4(2) of the Securities Act of 1933 as amended.

In September  2003, the Company  issued  1,248,252  shares of restricted  common
stock in  connection  with the exercise of warrants at  approximately  $0.12 for
approximately  $153,000. The Company relied upon an exemption under Regulation S
of the Securities Act of 1933 as amended.

<PAGE>

STOCK OPTIONS AND WARRANTS

In July  2003,  the  Company  granted  options  to  purchase  600,000  shares of
restricted common stock, at an exercise price of $1.54 per share, to an employee
of the Company (the fair market value of the Company's  common stock on the date
of grant).  The options vest through December 2006, and are exercisable  through
December 2012.  The Company  relied upon an exemption  under section 4(2) of the
Securities Act of 1933 as amended.

In August 2003, the Company granted  warrants to purchase  857,493 shares of the
Company's restricted Common Stock at an exercise price of $0.12 per share. These
warrants vested upon grant and are exercisable  through August 2008. The Company
relied upon an exemption  under  Regulation S of the  Securities  Act of 1933 as
amended.

In  September  2003,  the Company  granted  warrants to purchase an aggregate of
2,362,476  shares of the Company's  restricted  Common Stock at exercise  prices
ranging from $0.12 to $0.35 per share.  These warrants vested upon grant and are
exercisable  through  December 2004. The Company relied upon an exemption  under
Regulation S of the Securities Act of 1933 as amended.

In July 2003,  the Company  granted  warrants to purchase  300,000 shares of the
Company's restricted common stock at an exercise price of $0.90 per share valued
at $168,000  (based on the  Black-Scholes  pricing  model) to a  consultant  for
services  rendered.  The Company relied upon an exemption  under section 4(2) of
the Securities Act of 1933 as amended.

In July 2003, the Company  borrowed  $500,000  under a subordinated  convertible
note payable, (the "Subordinated  Convertible Note"), which bears interest at 7%
per annum. All borrowings are due six months from the receipts of proceeds, with
semi-annual  interest  payments on the  outstanding  balance.  The  Subordinated
Convertible  Note may be converted into common stock of the Company at $0.30, at
any time at the option of the note-holder, as defined.

In July 2003, the Company borrowed  $200,000 under an existing  convertible note
payable,  secured  by  substantially  all of the  assets  of the  Company,  (the
"Convertible  Note"),  which bears interest at 10% per annum. All borrowings are
due on or  before  December  31,  2003 with  monthly  interest  payments  on the
outstanding  balance. The Convertible Note may be converted into common stock of
the  Company at the  lesser  of: (a) $0.06 per share or (b) 50% of the  averaged
three lowest  closing  prices of the  Company's  common stock for the 20 trading
days immediately preceding the conversion date, at any time at the option of the
note-holder, as defined.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
         None

ITEM 5.  OTHER INFORMATION

As disclosed in the notes to the  condensed  consolidated  financial  statements
included  in this  filing,  on October  31,  2003 the  Company  consummated  the
acquisition  of Z prompt,  Inc.  ("Z  prompt")  following  certification  of the
Company's  in-precinct  electronic  voting  system by Wyle Labs.  The Company is
arranging to obtain an independent  valuation of Z prompt's net assets as of the
transaction's  consummation  date and the estimated  fair value of the Company's
restricted  common stock issued in connection  with the  acquisition.  When such
valuation has been  completed,  the Company will revise its  unaudited  proforma
combined  financial  statements related to this acquisition that were filed with
the  Securities  and  Exchange  Commission  (the  "SEC") on June 25,  2003.  The
Company's revised proforma financial  statements will then be filed with the SEC
under cover of Form 8-K/A.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         (1)   Reports on Form 8-K:

         (2)   Exhibits

               31.1     Certification of Dennis Vadura

               31.2     Certification of Craig A. Hewitt

               32.1     Certification of Dennis Vadura

               32.2     Certification of Craig A. Hewitt

                                Signatures

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

November 19, 2003

AccuPoll Holding Corp.

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