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 March 31, 2004

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

        For the transition period from______________ to ________________
                        Commission File Number: 000-32849

                             ACCUPOLL HOLDING CORP.
        (Exact name of small business issuer as specified in its charter)

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

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

                                 (949) 200-4000
                         (Registrant'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     NO X
                                             ---    ---

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.
                       148,449,049 shares of common stock
                               as of May 24, 2004


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                     ASSETS
<TABLE>
<CAPTION>
                                                                          March 31, 2004      June 30, 2003
                                                                           (Unaudited)         (As Restated)
                                                                          ------------         ------------
<S>                                                                       <C>                  <C>
CURRENT ASSETS
        Cash                                                              $  1,855,680         $         --
        Accounts receivable, net                                               184,645                   --
        Inventories                                                             56,035                   --
        Deferred acquisition costs                                                  --              144,206
        Prepaid expenses                                                        58,807                2,500
                                                                          ------------         ------------

TOTAL CURRENT ASSETS                                                         2,155,167              146,706

        Property and equipment, net                                             34,783                   --
        Capitalized software development costs                               2,470,379            1,403,899
        Other assets                                                             3,494                   --
                                                                          ------------         ------------

        TOTAL ASSETS                                                      $  4,663,823         $  1,550,605
                                                                          ============         ============
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
        Accounts payable and accrued expenses                             $  1,582,665         $    931,503
        Related party payables                                                      --              872,940
        Deferred revenue                                                       143,848                   --
        Convertible debt, net of discount                                    1,786,843                   --
        Notes payable to related parties                                        90,000              175,000
        Liabilities subject to compromise                                      973,701                   --
                                                                          ------------         ------------

TOTAL LIABILITIES                                                            4,577,057            1,979,443
                                                                          ------------         ------------

        Put liability related to warrant issuances                             163,760              113,750
        Equity instruments subject to rescission                             7,326,732            4,377,033
        Equity interest of stockholders in consolidated affiliate              864,389                   --

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
        Convertible Series A preferred stock, $0.01 par value,
          80,000 shares authorized, zero shares issued or outstanding               --                   --
        Common stock, par value of $0.001, 600,000,000 shares
          authorized; 148,449,049 and 112,945,963 shares issued
          and outstanding, respectively                                        148,449              112,946
        Additional paid in capital                                           8,326,588            2,222,580
        Accumulated deficit                                                (16,743,152)          (7,255,147)
                                                                          ------------         ------------

TOTAL STOCKHOLDERS' DEFICIT                                                 (8,268,115)          (4,919,621)
                                                                          ------------         ------------

        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       $  4,663,823         $  1,550,605
                                                                          ============         ============
</TABLE>
--------------------------------------------------------------------------------
Page F-1          See notes to these condensed consolidated financial statements

<PAGE>
--------------------------------------------------------------------------------
                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           For The Three Month Periods Ended March 31, 2004 and 2003
--------------------------------------------------------------------------------

                                       March 31, 2004   March 31, 2003
                                        (Unaudited)      (Unaudited)
                                       --------------   -------------
NET SALES                              $     620,140    $          --

COST OF SALES                                604,572               --
                                       -------------    -------------

GROSS PROFIT                                  15,568               --

OPERATING EXPENSES
          General and administrative         536,122          196,788
          Professional fees                  637,982          786,457
          Salaries and related               253,651          131,942
          Impairment of goodwill           2,542,752               --
                                       -------------    -------------
                                           3,970,507        1,115,187
                                       -------------    -------------

OPERATING LOSS                            (3,954,939)      (1,115,187)

INTEREST EXPENSE, NET                        327,354               --
                                       -------------    -------------

NET LOSS                               $  (4,282,293)   $  (1,115,187)
                                       =============    =============
BASIC AND DILUTED LOSS
    PER COMMON SHARE                   $       (0.03)   $       (0.01)
                                       =============    =============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                   135,466,634      107,540,128
                                       =============    =============

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

<PAGE>
--------------------------------------------------------------------------------
                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            For The Nine Month Periods Ended March 31, 2004 and 2003
--------------------------------------------------------------------------------

                                            March 31, 2004  March 31, 2003
                                             (Unaudited)     (Unaudited)
                                           --------------   -------------
NET SALES                                  $     981,372    $          --

COST OF SALES                                  1,002,185               --
                                           -------------    -------------

GROSS PROFIT                                     (20,813)              --

OPERATING EXPENSES
          General and administrative           1,230,157          985,670
          Professional fees                    1,590,385        2,145,346
          Salaries and related                   448,629          386,423
          Impairment of goodwill               2,542,752               --
                                           -------------    -------------
                                               5,811,923        3,517,439
                                           -------------    -------------

OPERATING LOSS                                (5,832,736)      (3,517,439)

OTHER EXPENSE
          Interest, net                        2,455,269           20,000
          Loss on disposal of MTNA stock       1,200,000               --
                                           -------------    -------------
                                               3,655,269           20,000
                                           -------------    -------------

NET LOSS                                   $  (9,488,005)   $  (3,537,439)
                                           =============    =============
BASIC AND DILUTED LOSS
    PER COMMON SHARE                       $       (0.08)   $       (0.04)
                                           =============    =============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                       126,105,261      105,536,205
                                           =============    =============
--------------------------------------------------------------------------------
Page F-3              Notes to these condensed consolidated financial statements

<PAGE>
--------------------------------------------------------------------------------
                             ACCUPOLL HOLDING CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            For the Nine Month Periods Ended March 31, 2004 and 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      2004           2003
Cash flows from operating activities:                                              (UNAUDITED)    (UNAUDITED)
                                                                                   ------------   ------------
<S>                                                                                <C>            <C>
       Net loss                                                                    $(9,488,005)   $(3,537,439)
       Adjustments to reconcile net loss to net cash used in
         operating activities:
            Depreciation and amortization                                                6,439             --
            Amortization of estimated fair value of warrants granted
              and beneficial conversion feature in connection with the
              issuance of convertible notes payable                                  1,786,843         20,000
            Amortization of beneficial conversion feature in connection
              with the issuance of subordinated convertible notes                      500,000             --
            Estimated fair value of options and warrants granted for services          168,000      1,455,000
            Estimated fair value of common stock issued for services                   249,870        399,891
            Loss on disposal of MTNA stock                                           1,200,000             --
            Impairment of goodwill                                                   2,542,752
            Changes in operating assets and liabilities:
                 Accounts recievable                                                    25,067             --
                 Inventories                                                            39,301             --
                 Prepaid expenses and other assets                                     (48,765)        (2,500)
                 Accounts payable and accrued expenses                                 275,482        325,951
                 Related party payables                                                516,510             --
                 Liabilities subject to compromise                                      64,605        589,561
                                                                                   -----------    -----------

       Net cash used in operating activities                                        (2,161,901)      (749,536)
                                                                                   -----------    -----------
Cash flows from investing activities:
       Purchases of property and equipment                                             (11,589)            --
       Increase in capitalized software development costs                           (1,066,480)      (421,415)
       Proceeds from collection of note recievable                                          --        300,000
       Cash of acquired company                                                          2,368             --
                                                                                   -----------    -----------

       Net cash used in investing activities                                        (1,075,701)      (121,415)
                                                                                   -----------    -----------
Cash flows from financing activities:
       Proceeds from the issuance of notes payable to related parties                   91,493             --
       Principal payments on notes payable to related parties                         (125,000)            --
       Proceeds from issuance of convertible subordinated debt                         500,000             --
       Proceeds from issuance of convertible notes payable                             640,000             --
       Proceeds from the issuance of notes payable                                       7,496         50,000
       Principal payments on notes payable                                             (10,000)            --
       Proceeds from the issuance of common stock, net of commissions                  838,697        244,850
       Net increase in line of credit                                                   75,000             --
       Proceeds from issuance of common stock upon exercise of warrants,
            net of commissions                                                       3,075,596        345,048
                                                                                   -----------    -----------

       Net cash provided by financing activities                                     5,093,282        639,898
                                                                                   -----------    -----------

Net increase (decrease) in cash                                                      1,855,680       (231,053)

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

Cash at end of period                                                              $ 1,855,680    $    56,106
                                                                                   ===========    ===========
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
See accompanying notes to the condensed  consolidated  financial  statements for
information relating to non-cash investing and financing activities.
--------------------------------------------------------------------------------
Page F-4          See notes to these condensed consolidated financial statements

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

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  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  (which,  except as
described  in Note 2 and in the last  paragraph  of  "Impairment  of  Long-Lived
Assets"  below,  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 month  periods  ended March 31, 2004 are not  necessarily
indicative of the results that may be expected for the entire fiscal year.

Going Concern Considerations
----------------------------

The condensed  consolidated financial statements are presented on the basis that
the Company is 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  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, 2004, the
Company had a working capital deficit approximating $2,422,000. In addition, the
Company  experienced a loss from  operations for the nine months ended March 31,
2004,  approximating  $9,488,000  and has an accumulated  deficit  approximating
$16,743,000 at such date.

Principles of Consolidation
---------------------------

The condensed consolidated financial statements include the accounts of AccuPoll
Holding  Corp.  (a  Nevada  Corporation)  and  its  wholly  owned  subsidiaries,
AccuPoll,  Inc. and Z Prompt,  Inc. ("Z Prompt").  In accordance  with Financial
Accounting Standards Board ("FASB")  Interpretation ("FIN") No. 46, the accounts
of Web Tools  International,  Inc. ("WTI") have been  consolidated for the three
months ended March 31, 2004 (see  "Consolidation of WTI" below). All significant
inter-company balances and transactions have been eliminated in consolidation.

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

As  discussed  in  Note  3,  Z  Prompt  filed  bankruptcy  in  March  2004.  The
accompanying  financial  statements do not include any  adjustments  that may be
required in connection with restructuring Z Prompt, as it proposes to reorganize
under Chapter 11 of the Bankruptcy Code. The Company has not  deconsolidated the
accounts of Z Prompt in its March 31, 2004 consolidated financial statements.


Page F-5

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

Organization
------------

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 stock
exchange with  AccuPoll,  Inc. in May 2002 and its common stock is quoted on the
OTC Bulletin Board under the symbol "ACUP."

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

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


Page F-6

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

Stock-based Employee Compensation
---------------------------------

As of March  31,  2004,  the  Company  has not  adopted a  stock-based  employee
compensation  plan.  The  Company  accounts  for  stock-based   compensation  to
employees  under  the  recognition  and  measurement  principles  of  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees,"  and  related  Interpretations.   The  Company  did  not  incur  any
stock-based employee compensation cost for the three months ended March 31, 2004
and 2003 under APB Opinion No. 25. The following table illustrates the pro-forma
effect on net loss and loss per common share if the Company had applied the fair
value  recognition  provisions  of Statement of Financial  Accounting  Standards
("SFAS") No. 123,  "Accounting  for  Stock-Based  Compensation,"  to stock-based
employee compensation.

<TABLE>
<CAPTION>
                                            Three Months Ended              Nine Months Ended
                                                 March 31,                     March 31,
                                     ----------------------------    ----------------------------
                                         2004            2003            2004            2003
                                     ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>
Net loss available to common         $ (4,451,293)   $ (1,161,187)   $ (9,930,005)   $ (3,642,439)
stockholders, as reported *
                                     ------------    ------------    ------------    ------------
Pro forma compensation expense           (355,000)       (150,000)     (1,065,000)       (450,000)
                                     ------------    ------------    ------------    ------------
Pro forma net loss available to
common stockholders                  $ (4,806,293)   $ (1,311,187)   $(10,995,005)   $ (4,092,439)
                                     ============    ============    ============    ============
Loss per common share, as reported
   Basic and diluted                 $      (0.03)   $      (0.01)   $      (0.08)   $      (0.04)
                                     ============    ============    ============    ============
Loss per common share, pro forma
   Basic and diluted                 $      (0.04)   $      (0.01)   $      (0.09)   $      (0.04)
                                     ============    ============    ============    ============
</TABLE>

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

Beneficial Conversion Feature
-----------------------------

The convertible  feature of convertible debt 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 as a discount from the
face amount of the respective debt instrument.  The BCFs related to the attached
warrants will be amortized over the life of the notes and the BCF related to the
notes will be expensed in accordance with the terms of conversion.


Page F-7

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

Inventories
-----------

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


Page F-8

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

Revenue Recognition
-------------------

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

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

Goodwill
--------

Goodwill  represents  the excess of the purchase  price over the estimated  fair
value  of  identifiable  net  assets  acquired.  The  Company  has  applied  the
provisions of SFAS 142,  "Goodwill and Other  Intangible  Assets," in accounting
for goodwill.  SFAS 142 requires that goodwill and other intangible  assets that
have  indefinite  lives not be amortized but instead be tested at least annually
for impairment,  when events or changes in circumstances indicate that the asset
might be impaired. For indefinite lived intangible assets,  impairment is tested
by comparing the carrying  value of the asset to the estimated fair value of the
reporting  unit to which they are assigned.  the Company  recorded an impairment
charge approximating $2,543,000 to write-off all of the goodwill associated with
the acquisition of Z Prompt described in Note 3.

Impairment of Long Lived-assets
-------------------------------

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


Page F-9

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

Impairment of Long Lived-assets (continued)
-------------------------------------------

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 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.

During the quarter ended March 31, 2004, Z Prompt filed for bankruptcy (see Note
3). In connection with the bankruptcy filing, the Company recorded an impairment
charge approximating $2,543,000 to write-off all of the goodwill associated with
the acquisition of Z Prompt described in Note 9.

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, 2004 and 2003:

<TABLE>
<CAPTION>
                                           Three Months Ended                 Nine Months Ended
                                                March 31,                          March 31,
                                       ------------------------------   ------------------------------
                                            2004             2003            2004             2003
                                       -------------    -------------   -------------    -------------
<S>                                    <C>              <C>             <C>              <C>
Net loss, as reported                  $  (4,282,293)   $  (1,115,187)  $  (9,488,005)   $  (3,537,439)

Interest related to equity
instruments subject to rescission           (169,000)         (46,000)       (442,000)        (105,000)
                                       -------------    -------------   -------------    -------------
Dilutive net loss available to         $  (4,451,293)   $  (1,161,187)  $  (9,930,005)   $  (3,642,439)
                                       =============    =============   =============    =============
Shares used to compute loss per
common share:                            135,466,634      107,540,128     126,105,261      105,536,205
                                       =============    =============   =============    =============
Basic and diluted loss per common
share:                                 $       (0.03)   $       (0.01)  $       (0.08)   $       (0.04)
                                       =============    =============   =============    =============

</TABLE>

Reclassifications
-----------------

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


Page F-10

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

Equity Instruments Subject to Rescission
----------------------------------------

The Company  accounts for common stock and other equity  instruments that may be
subject  to  rescission  claims at  estimated  fair value  (based on  applicable
measurement  criteria) in accordance with (1) the SEC's  promulgated  accounting
rules and interpretive  releases,  and (2) the applicable provisions of SFAS No.
150 and its related interpretations (see Note 2). Under the SEC's interpretation
of GAAP,  reporting  such  claims  outside of  stockholders'  equity/deficit  is
required regardless of how remote the redemption event may be.

Consolidation of Variable Interest Entities
-------------------------------------------

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 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, 2003 consolidated  financial
statements  previously filed with the SEC in amended Form 10-KSB, the Company is
associated  with WTI  through  common  ownership;  in  addition,  the Company is
virtually WTI's only customer for software development services.  Based on these
and other factors,  the Company has determined that (1) WTI is a VIE and (2) the
Company is its primary  beneficiary.  Therefore,  effective January 1, 2004, the
accounts  of  WTI  have  been   consolidated  in  the   accompanying   condensed
consolidated  balance  sheet at March 31,  2004 and the  condensed  consolidated
statement  of  operations  for the quarter  then ended.  The  December  31, 2003
pre-consolidation  interest  of  WTI's  stockholders  has been  reported  in the
"mezzanine"  section of the  Company's  March 31,  2004  condensed  consolidated
balance sheet.  Because of the related party  attribution rules of FIN 46-R, for
financial   reporting   purposes   there  is  no  minority   interest  in  WTI's
post-December  31, 2003 results of  operations.  As  permitted by FIN 46-R,  the
Company's  2003  condensed  consolidated  financial  statements  have  not  been
restated.

NOTE 2: EQUITY INSTRUMENTS SUBJECT TO RESCISSION

The Company may be subject to claims for rescission  with respect to the sale or
other  issuances of common  stock,  options and warrants.  For that reason,  the
Company  intends to amend its June 30, 2003 Form 10-KSB,  its September 30, 2003
Form 10-Q, and its December 31, 2003 Form 10-Q to (a) restate the balance sheets
as of those dates and (b) disclose  the  contingent  liability  for the possible
rescission of the  transactions  described  below.  The June 30, 2003  condensed
consolidated balance sheet included in this filing reflects such adjustment.

Page F-11

<PAGE>
                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 2: EQUITY INSTRUMENTS SUBJECT TO RESCISSION (Continued)

Approximately  36 million  shares of the  Company's  common  stock,  options and
warrants that were issued or granted in the United States  without  registration
or  qualification  under  federal or state  securities  laws during the two year
period ended March 31, 2004 may be subject to rescission.  In the aggregate, the
average purchase price paid or the estimated fair value of the services rendered
by the equity instrument  owners in these  transactions was $0.20 per share. The
fair value of these  securities was estimated  based on a combination of (a) the
selling  price of the  common  stock on the  dates  sold,  (b) the price per the
agreement for stock issued in satisfaction of convertible debt, and (c) the fair
value of the stock options and warrants on their grant dates. The estimated fair
value of these  options  and  warrants  was  estimated  using the  Black-Scholes
option-pricing model. Based on these measurement  criteria,  the Company's March
31,  2004  potential  liability  directly  associated  with  the  aforementioned
securities  transactions  is estimated to  approximate  $7.3 million  (including
interest)  plus legal fees and any fines or penalties  that might be assessed by
regulatory agencies.

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

The  ultimate   outcome  of  the  matters   discussed  above  is  not  presently
determinable.  Accordingly,  management is unable to estimate the liability,  if
any, that the Company may incur as a result of such contingencies. Regardless of
how remote a redemption  event may be, GAAP as  interpreted  by the SEC requires
that  equity  securities  subject  to  rescission  be  reported  outside  of the
stockholders'  equity section of the balance sheet until the applicable  statute
of limitations has expired.  Thus, the Company has reported  approximately  $7.3
million as  "mezzanine  equity" in the  accompanying  March 31,  2004  condensed
consolidated balance sheet.

At May 31, 2004,  approximately  17 million shares of common stock,  options and
warrants are subject to  rescission,  with a potential  liability  approximating
$5.9 million.  The number of equity instruments subject to rescission as of June
2, 2004 does not include  warrants and options to purchase 3.6 million shares of
common stock  granted  within two years of June 2, 2004 to the Company's CEO and
President,  or a warrant to purchase  12.4  million  shares of common  stock for
which the holder has  contractually  agreed that it will not assert any right of
rescission that it may have.

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.


Page F-12

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 3:  BANKRUPTCY FILING BY WHOLLY-OWNED SUBSIDIARY (Continued)

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

Financial  accounting  and reporting  during a Chapter 11 case are prescribed by
Statement   of  Position   No.   90-7,   FINANCIAL   REPORTING  BY  ENTITIES  IN
REORGANIZATION  UNDER THE BANKRUPTCY CODE ("SOP 90-7"). For financial  reporting
purposes,  Z Prompt's  pre-petition  liabilities and  obligations,  which may be
subject to  settlement  or otherwise  dependent on the outcome of the Chapter 11
case, have been segregated and classified as "liabilities subject to compromise"
in the  accompanying  March 31, 2004 condensed  consolidated  balance sheet (see
Note 10).  In  addition,  the  Company  will  report  all  significant  Z Prompt
transactions  (other than interest  expense)  directly related to the Chapter 11
Case as "reorganization  items" in its future statements of operations.  Certain
additional disclosures including (a) claims not subject to reasonable estimation
of the amount to be allowed and (b) any significant  difference between reported
interest  expense  and stated  contractual  interest  will be provided in future
financial   statements   (as  required  by  SOP  90-7)  when  such  amounts  are
determinable and/or when the related transactions occur.

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

Z  Prompt's  bankruptcy  filing  resulted  in  non-payment  of  the  April  2004
installment  owed to a secured  creditor  under a line of credit  agreement (see
Note 5). Because of this event,  such  indebtedness is in default and is now due
and payable.  The repayment,  if any, of such  indebtedness will be a subject of
the reorganization plan.


Page F-13

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 3:  BANKRUPTCY FILING BY WHOLLY-OWNED SUBSIDIARY (Continued)

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

Although  legal fees and other  administrative  expenses  to complete Z Prompt's
bankruptcy  proceedings  may  be  significant,   they  are  not  susceptible  to
reasonable estimation at this time; accordingly, the accompanying March 31, 2004
condensed  consolidated  financial  statements  do not include any provision for
such costs not yet incurred by the Debtor.

Z Prompt  could  decide to reject  some or all of its lease  obligations  in the
Chapter 11 Case.  This action may result in lease  rejection  claims pursuant to
the Bankruptcy Code; any such claims would then be adjudicated by the Bankruptcy
Court. No expenses for any possible lease  rejection  claims have been reflected
in the Company's March 31, 2004 condensed consolidated financial statements.

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

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
development costs will be amortized on a straight-line  basis over the estimated
economic lives of the products,  beginning with the general  product  release to
customers.  Research  and  development  costs  incurred  prior  to  establishing
technological  feasibility  and costs  incurred  subsequent  to general  product
release  to  customers   are  charged  to  expense  as  incurred.   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.


Page F-14

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 4: CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Continued)

At March 31, 2004, management believes that no revisions to the remaining useful
lives or write-down of capitalized software development costs are required.  The
Company  received  federal  qualification  in late March 2004.  The Company will
begin  amortizing the capitalized  software  development  costs over a period of
twelve months beginning April 2004.

NOTE 5: LINE OF CREDIT

The  Company  has a  revolving  line of credit  agreement  (the  "Line")  with a
financial  institution  that matures in August 2004, as amended.  The Line bears
interest  at 5% per annum.  A  shareholder  of the  Company who is also a former
majority  shareholder  of Z Prompt  guarantees  the Line.  The terms of the Line
provide for  borrowings  of up to  $280,000.  At March 31, 2004,  the  Company's
outstanding  borrowings  totaled  $250,000,  which are  included in  liabilities
subject to compromise in the accompanying March 31, 2004 condensed  consolidated
balance sheet.

NOTE 6: CONVERTIBLE DEBT

In January 2004, the Company borrowed  $250,000 under a convertible note payable
(the "Convertible  Note"), which bears interest at 7% per annum. All borrowings,
including interest,  are due in July 2004. The Convertible Note may be converted
into  restricted  common stock of the Company at $0.12 per share, at any time at
the option of the noteholder, as defined.

A beneficial conversion feature  approximating  $250,000 was recorded during the
period ended March 31, 2004 and was expensed  upon  issuance of the  Convertible
Note based on the immediate  conversion feature.  The outstanding balance of the
Convertible Note at March 31, 2004 was $250,000.

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 the  Company  has yet to  fulfill  its  obligations  related  to the
Agreement.


Page F-15

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 7: OTHER COMMITMENTS AND CONTINGENCIES (Continued)

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

In July 2003,  the Company  granted  warrants to purchase  300,000 shares of the
Company's restricted common stock at an exercise price of $0.90 per share valued
at $168,000  (based on the  Black-Scholes  pricing  model) to a  consultant  for
services  rendered,  which has been  expensed in the  accompanying  consolidated
statement of  operations  for the nine month  period  ended March 31,  2004.  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 liability
of $50,010  has been  recorded  in the  accompanying  March 31,  2004  condensed
consolidated balance sheet, representing the Company's re-purchase liability.

In  November  2003,  the  Company  executed  a  non-binding  letter of intent to
purchase a company that provides consulting,  software,  support and services to
the election  industry  throughout  the United States of America.  As of May 15,
2004, the Company continues to negotiate with the potential acquiree.

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 $800,000.  The Company
intends to vigorously defend these claims. In December 2003, the Company filed a
cross-complaint against Mr. Musco.

In October, 2003, the Company, Z Prompt and certain individuals were served with
a lawsuit  filed by Nathalie  Luu, a former  employee  of Z Prompt,  in Superior
Court of California, County of Orange. Ms. Luu, who was an accounting clerk at Z
Prompt, is seeking damages approximating $112,000 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.


Page F-16

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 8: STOCKHOLDERS' EQUITY

Preferred Stock
---------------

In December 2003, the Company entered into an agreement to issue 8,471 shares of
Convertible  Series A preferred stock ("Series A") and $1,200,000 of convertible
notes payable in exchange for 3,325,000  shares of free trading  common stock of
Material  Technologies,  Inc., a publicly  traded  company whose common stock is
quoted on the  Over-The-Counter  Bulletin  Board  under the  symbol  "MTNA."

The Company  has not filed a  certificate  of  designation  with  respect to any
series of preferred stock. On May 7, 2004, the Company entered into an agreement
whereby  we  exchanged  the  3,325,000   shares  of  common  stock  of  Material
Technologies,  Inc. for the 8,471 shares of Series A. Accordingly,  as of May 7,
2004, no preferred stock was issued or outstanding. However, the Company remains
liable on the $1.2 million convertible note payable.

The accounting adjustment described above has been reflected in the accompanying
March 31, 2004 condensed consolidated balance sheet of the Company. In addition,
because of the legal  status of the  Series A shares as of  December  2003,  the
Company's  amended  December  31,  2003 Form 10-Q  retroactively  reflects  such
accounting  adjustment at that date. This adjustment of the Company's  financial
statements  increases the  previously  reported net loss for the quarter and the
six months then ended by  approximately  $1.2 million  ($0.01 per common share),
but does not affect cash used in operating activities during such periods.

Common Stock
------------

During the  three-month  period ended March 31, 2004, the Company issued 105,000
shares of restricted common stock for cash approximating $64,000.

During  the  three-month  period  ended  March  31,  2004,  the  Company  issued
13,884,534  shares of restricted common stock in connection with the exercise of
warrants for $2,291,000, net of commissions approximating $400,000.

During the three-month period ended March 31, 2004, the Company issued 1,724,167
shares of restricted  common stock in connection  with the  conversion of a note
payable of $500,000, plus accrued interest of $17,250.


Page F-17

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 8: STOCKHOLDERS' EQUITY (continued)

Warrants
--------

During the three-month period ended March 31, 2004, the Company granted warrants
to  purchase  375,000  shares of the  Company's  restricted  common  stock  with
exercise prices ranging from $0.18 to $1.54 per share,  valued at  approximately
$953,000 (based on the Black-Scholes  pricing model) to various  consultants for
services to be rendered  through  February 2005. The Company is amortizing  such
expense over the term of the related services. As of March 31, 2004, the Company
has amortized approximately $162,000 to consulting expense.

During the three month period ended March 31, 2004, the Company granted warrants
to purchase 11,346,180 shares of the Company's common stock with exercise prices
ranging from $0.12 to $1.00.  The warrants vested upon grant and are exercisable
through  March  2009.  These  warrants  were  issued in  connection  with equity
fundraising activities,  and accordingly,  there was no related expense recorded
in the accompanying condensed consolidated financial statements.

NOTE 9: ACQUISITION

On April 9,  2003,  the  Company  entered  into an  agreement  with Z Prompt,  a
California  corporation.  The Company  purchased all of the outstanding  capital
stock of Z Prompt from its stockholders in exchange for approximately  8,500,000
shares of  restricted  common stock of the Company.  The primary  reason for the
acquisition was to acquire a nation-wide  network of qualified computer hardware
technicians,  who could assist with the maintenance of the AccuPoll Ballot Buddy
product,  and specifically it's integrated printer.  Because of a contingency in
the purchase agreement, this transaction was not recorded until November 2003.

The results of operations of Z Prompt are included in the accompanying condensed
consolidated  financial statements from November 1, 2003. The following proforma
summary presents condensed consolidated results of operations as if Z Prompt had
been acquired as of the beginning of the nine month periods ended March 31, 2004
and 2003 and the three month period ended March 31, 2003:

                          Three Months               Nine Months
                         Ended March 31,           Ended March 31,
                         ---------------      -------------------------
                              2003               2004           2003
                           ----------         ----------    -----------

Net sales                  $  455,000         $1,785,000    $ 1,170,000
                           ==========         ==========    ===========

Net loss                   $1,171,000         $8,385,000    $ 4,000,000
                           ==========         ==========    ===========
Loss per common
share                      $    (0.01)        $    (0.07)   $     (0.04)
                           ==========         ==========    ===========


Page F-18

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                                   (UNAUDITED)

NOTE 10: LIABILITIES SUBJECT TO COMPROMISE

The March 31, 2004  balances of Z Prompt's  liabilities  that became  subject to
compromise on March 23, 2004 approximate:

       Accounts payable and accrued expenses                        $ 679,000
       Line of credit payable to a financial institution (Note 5)     250,000
       Notes payables to related parties                               45,000
                                                                     ---------
                Total                                               $ 974,000
                                                                     =========


Page F-19

<PAGE>

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

In addition to historical  information,  management's discussion and analysis or
plan of operations includes certain forward-looking  statements,  including, but
not limited to, those  related to our growth and  strategies,  future  operating
results and financial position as well as economic and market events and trends.
All  forward-looking  statements made by us,  including such statements  herein,
include  material  risks and  uncertainties  and are subject to change  based on
factors beyond our control.  Some of the factors that could affect our financial
performance  or cause  actual  results  to  differ  from our  estimates  in,  or
underlying,  such  forward  looking  statements  are set forth under the heading
"Risk Factors".

The following  discussion  of our financial  condition and results of operations
should  be  read  in  connection  with  our  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 our operations and our ability to
operate profitably in the future.

OUR BUSINESS IS SUBJECT TO NUMEROUS  RISKS AND  UNCERTAINTIES,  YOU ARE STRONGLY
URGED TO  CONSIDER  CAREFULLY  THE RISKS AND  UNCERTAINTIES  DESCRIBED  IN "RISK
FACTORS".

GENERAL

AccuPoll  Holding Corp.  ("AccuPoll",  "we" or "us") seeks to become a leader in
developing  and  marketing  computerized  voting  machines and their  associated
products and services for use in federal, state local and private elections.  We
believe that we are currently the only publicly traded company focused solely on
the election industry.

We have  developed  a direct  recording  electronic  (DRE)  voting  system  that
provides a  voter-verified  paper  audit  trail  that is both human and  machine
readable.  Our system  was  qualified  as  meeting  the  federal  voting  system
standards  on  March  25,  2004 and we  believe  that it is  currently  the only
electronic  voting system  providing  these  features that is so qualified.  Key
benefits of our voting system include:  an intuitive touch screen interface,  an
audit capability that includes  multiple copies of the electronic  records and a
voter-verified  paper  audit  trail  (VVPAT)  that is  both  human  and  machine
readable. Additional benefits include the ability to support multiple languages,
to provide  under/over-vote  warnings,  the use of software based on open source
products (E.G.,  Linux) and open standards (E.G., XML,  Unicode,  Java), and the
use of non-proprietary hardware.

As of May 17,  2004,  our DRE  voting  system  was  certified  by the  states of
Arkansas,  South Dakota and Utah.  Currently,  we are in the process of applying
for certification in additional states.

Our objective is to protect an  individual's  right to vote by insuring  access,
accuracy,  privacy and integrity in the voting process and in so doing to become
the leading  provider of polling  place  electronic  voting  solutions  that are
reliable, accurate, immediate, confidential, secure, easy-to-use and auditable.

PLAN OF OPERATIONS

As of March 31, 2004, we have only generated  revenues from our operations since
our  acquisition  of our  subsidiary  Z prompt,  Inc.  recorded  for  accounting
purposes in November  2003. We do not expect to report any  significant  revenue
until  the  successful  development  and  marketing  of our DRE  voting  system.
Additionally,  after the launch of our  products and  services,  there can be no
assurance  that  we  will  generate  positive  cash  flow  and  there  can be no
assurances  as to the level of revenues,  if any,  that we may actually  achieve
from our planned operations.


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<PAGE>

In  accordance  with  Statement  of  Financial  Accounting  Standards  Number 86
"Accounting for the Costs of Computer  Software to be Sold,  Leased or Otherwise
Marketed" (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,  we have expensed  approximately $176,000 of research and development
related  expenses from  inception  through  September  2001.  The expensed costs
related to the  creation of a working  model from a white  paper  created by the
founders, mainly related to the labor of the technicians and programmers, with a
small portion related to various computer components.  We 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.

Our success  depends on our ability to obtain  government  contracts,  primarily
through  counties in the United States,  to replace their current voting systems
with our DRE voting system.

In April 2003,  we entered  into an  agreement  to acquire all of the issued and
outstanding shares of Z prompt,  Inc. Because the shareholders of Z prompt had a
right of rescission,  this transaction was not recorded for accounting  purposes
until  November 2003. On March 23, 2004, Z prompt filed for relief under Chapter
11 of the United States Bankruptcy Code.

SELECTED FINANCIAL DATA COMPARISONS

Net sales for the quarter ended March 31, 2004 were $620,140  compared to $0 for
the quarter ended March 31, 2003.  Net sales for the nine months ended March 31,
2004 were $981,372  compared to $0 for the nine months ended March 31, 2003. The
change in net sales  resulted  from our  consolidation  with our  subsidiary,  Z
prompt, Inc.

Cost of sales for the quarter ended March 31, 2004 were $604,572, compared to $0
for the quarter  ended March 31,  2003.  Cost of sales for the nine months ended
March 31, 2004 were  $1,002,185,  compared to $0 for the nine months ended March
31, 2003. The change in cost of sales resulted from our  consolidation  with our
subsidiary, Z prompt, Inc. beginning November 2003.

General and  administrative  expenses for the quarter  ended March 31, 2004 were
$536,122,  an increase of 172.44% from general and  administrative  expenses for
the  quarter  ended  March 31,  2003 of  $196,788.  General  and  administrative
expenses for the nine months ended March 31, 2004 were  $1,230,157,  an increase
of 24.80% from  general and  administrative  expenses  for the nine months ended
March 31, 2003 of  $985,670.  The  increase is due to our  consolidation  with Z
prompt,  Inc. and non-cash  expenses  for stock based  compensation  of warrants
which are in the money, that are granted to consultants.

Professional fees for the quarter ended March 31, 2004 were $637,982, a decrease
of 18.88%  from  professional  fees for the  quarter  ended  March  31,  2003 of
$786,457.  Professional  fees for the nine  months  ended  March  31,  2004 were
$1,590,385,  a decrease  of 25.87%  from  professional  fees for the nine months
ended March 31, 2003 of $2,145,346. This decrease is due to our payment of lower
political consultant fees.

Salaries  for the quarter  ended March 31,  2004 were  $253,651,  an increase of
92.24% from salaries for the quarter ended March 31, 2003 of $131,942.  Salaries
for the nine months  ended March 31, 2004 were  $448,629,  an increase of 16.10%
from salaries for the nine months ended March 31, 2003 of $386,423. The increase
in  salaries  is  primarily  due to our  hiring  of  additional  staff  and  our
consolidation with our subsidiary Z prompt, Inc. beginning November 2003.

Impairment  of  goodwill  for the quarter  ended March 31, 2004 was  $2,542,752,
compared to $0 for the quarter ended March 31, 2003.  Impairment of goodwill for
the nine months ended March 31, 2004 was $2,542,754, compared to $0 for the nine
months ended March 31, 2003. The impairment  resulted from the voluntary Chapter
11 bankruptcy filing of Z prompt, Inc.

Interest  expense,  net for the  quarter  ended  March  31,  2004 was  $327,354,
compared to $0 for the quarter  ended March 31, 2003.  Interest  expense for the
nine months ended March 31, 2004 was $2,455,269,  an increase of 12,176.35% from
interest  expense  for the nine months  ended  March 31,  2003 of  $20,000.  The
primary reason for the


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<PAGE>

increase is related to the non-cash  beneficial  conversion  charge  relating to
securities  issued by us during the nine months ended March 31, 2004,  that have
conversion features that are at prices below market.

LIQUIDITY AND CAPITAL RESOURCES

From August 2001,  the date of our  inception,  through  March 31, 2004, we have
raised net proceeds approximating  $8,500,000 from the sale of common stock, and
other equity securities.

Our cash was approximately $1,850,000 at March 31, 2004.

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 mature on June 30, 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 May 24, 2004,  the
amount of principal  and accrued but unpaid  interest  under such notes  equaled
approximately $1,100,000.

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 matures on
June 30,  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 May 24,  2004,  the  amount of
principal  and  accrued  but  unpaid  interest  under  such  debenture   equaled
approximately $760,000.

On December 19, 2002 we issued a $165,000  note to an individual  investor.  The
note bears  interest at an annual rate of 8% and is payable upon demand.  At May
24, 2004,  the amount of principal  and accrued but unpaid  interest  under such
debenture equaled approximately $55,000.

In July 2003, we borrowed  $500,000 from Pan American  Management  pursuant to a
subordinated  convertible  note. The note accrued  interest at 7% per annum.  In
January 2004, this note, in its entirety, was converted into our common stock at
a conversion price of $.30 per share.

Between June 2003 and July 2003, we issued  warrants to  consultants to purchase
an aggregate of 550,000  shares of our common stock at exercise  prices  ranging
from $.90 to $.91 per share.  The warrants provide the holders with the right to
sell any  unexercised  warrants back to us after July 15, 2006 at prices ranging
from $.1667 to $.455 per share.

We have  offered  and sold a  substantial  number of shares of common  stock and
warrants and options to purchase  common stock  without  registration  under the
Securities  Act of 1933, as amended,  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 of 1933, as amended,  requires that any claim for rescission
be  brought  within  one  year  of the  violation.  We have  sold  approximately
16,233,718  shares  of  common  stock  and  warrants  and  options  to  purchase
approximately 12,937, 970 shares of common stock in the United States within one
year of May 31, 2004. The time periods  within which claims for rescission  must
be brought  under state  securities  laws vary and may be two years or more from
the date of the  violation.  We have  sold  approximately  17,143,009  shares of
common  stock and  warrants  and  options to purchase  approximately  14,028,810
shares of common  stock in the United  States  within two years of May 31, 2004.
Further,  we cannot  assure you that  courts will not apply  equitable  or other
doctrines to extend the period within which  purchasers  may bring their claims.
The number of warrants and options  described  above does not include]  warrants
and options to purchase 3,600,000 shares of common stock issued within two years
of May 31, 2004 to our chief executive officer, Dennis Vadura and our president,
Frank  Wiebe and 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 can not assure you that this agreement
is enforceable. See "Risk Factors - Risks Relating to Our Securities".


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<PAGE>

Our management  believes that we will not generate  significant  revenues in the
next few months,  nor will we have sufficient cash to fund our operations.  As a
result,  our success  will  largely  depend on our ability to secure  additional
funding  through the sale of our common  stock,  debt and/or  other  securities.
There  can be no  assurance,  however,  that we will be able to  consummate  any
financing in a timely manner, or on a basis favorable to us or at all.

CAPITAL EXPENDITURES

We anticipate  certain  capital  expenditures  related to developing and testing
subsequent versions of our DRE voting system hardware and software.  We estimate
our capital  expenditures  for  hardware  to be  approximately  $500,000  and an
additional  $500,000 for software over the course of the fiscal year ending June
30,  2004.  We will be  reliant  on  future  fund  raising  in  order to pay for
development and testing of these subsequent versions.

GOING CONCERN

Our independent  certified public  accountants have stated in their audit report
included  in our Form  10-KSB/A,  as  filed  with the  Securities  and  Exchange
Commission,  that we incurred losses from operations,  negative working capital,
and  lack  of  operational  history.  These  conditions,   among  others,  raise
substantial doubt about our ability to continue as a going concern.

INFLATION

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

NEED FOR ADDITIONAL FINANCING

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

RISK FACTORS

BEFORE DECIDING TO INVEST IN US OR TO MAINTAIN OR INCREASE YOUR INVESTMENT,  YOU
SHOULD  CAREFULLY  CONSIDER  THE RISKS  DESCRIBED  BELOW,  IN  ADDITION TO OTHER
INFORMATION  CONTAINED IN THIS REPORT.  IF ANY OF THE FOLLOWING RISKS OCCUR, OUR
BUSINESS,  FINANCIAL  CONDITION  AND RESULTS OF  OPERATIONS  COULD BE MATERIALLY
HARMED.  IN THAT EVENT,  THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND
YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

                         RISKS RELATING TO OUR BUSINESS

WE HAVE INCURRED SIGNIFICANT LOSSES TO DATE AND MAY NEVER BE PROFITABLE.

We began our current operations on August 9, 2001 and have incurred  significant
operating  losses  during each fiscal period since that date. We had no revenues
during the period from commencement of our operations through the acquisition of
Z prompt in November 2003. At March 31, 2004, we had an  accumulated  deficit of
approximately  $16.7 million from our  operations.  We expect that we will incur
significant  operating  losses and negative cash flows from  operations  for the
foreseeable future. If our losses continue and we are unable to commercialize,


                                       4

<PAGE>

manufacture  and  market  our  products  successfully,  we  may  never  generate
sufficient  revenues  to  achieve  profitability  or  positive  cash  flows from
operations.

OUR AUDITORS HAVE  INCLUDED A GOING  CONCERN  PARAGRAPH IN THEIR AUDIT REPORT ON
OUR FINANCIAL STATEMENTS FOR OUR FISCAL YEAR ENDED JUNE 30, 2003.

We have prepared our consolidated  financial  statements for the year ended June
30, 2003 on a going-concern  basis, which contemplates the realization of assets
and  satisfaction of liabilities  and other  commitments in the normal course of
business.  However, the report from our independent auditors with respect to our
consolidated  financial  statements for the year ended June 30, 2003 states that
our losses from  operations,  negative  working  capital and lack of operational
history,  among other factors,  raise  "substantial  doubt" about our ability to
continue as a going concern.

OUR SUBSIDIARY, Z PROMPT, INC., HAS FILED PETITION FOR RELIEF UNDER CHAPTER 11
OF THE UNITED STATES BANKRUPTCY CODE AND WE MAY LOSE OUR ENTIRE INTEREST IN IT.

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.  Z prompt
continues to conduct business  activities as a  debtor-in-possession.  We cannot
predict  the  outcome of this  proceeding  and it  involves  numerous  risks and
uncertainties, such as:

     o    The appointment of a trustee;

     o    The ability of creditors to obtain relief from the automatic stay:

     o    The continued willingness of customers to do business with Z prompt;

     o    The ability of Z prompt to obtain financing on acceptable terms;

     o    The  outcome  of any  adversary  proceedings  that have been or may be
          commenced by or against Z prompt;

     o    The possible  conversion of the case to liquidation under Chapter 7 of
          the Bankruptcy Code or dismissal of the case;

     o    The  ability to obtain  confirmation  of a plan of  reorganization  on
          terms acceptable to us; and

     o    The ability of Z prompt to successfully  execute any confirmed plan of
          reorganization.

In addition, Z prompt will incur legal and other fees and expenses in connection
with the  bankruptcy  proceedings  and we may be unable to fund these  costs.  Z
prompt has been our only source of consolidated revenues since November 1, 2003,
the date on which the acquisition was recognized for accounting  purposes.  If Z
prompt is unable to reorganize  successfully,  we could lose our entire interest
in it.

WE WILL NEED SIGNIFICANT ADDITIONAL FINANCING TO CONTINUE OPERATIONS.

We require  substantial  additional  financing  in order to be able to  continue
operations. In the past, our capital requirements have been met through sales of
our common stock and  convertible  notes.  We cannot  assure you that we will be
able to raise new capital or that  sources of capital will be available to us on
terms that we find acceptable.  If we are unable to obtain additional  financing
on acceptable terms, we will be unable to continue operations.  Moreover,  if we
raise  additional  capital through  borrowing or other debt financing,  we would
incur  substantial  interest  expense.  Sales of additional equity securities or
securities  convertible  into equity  securities  will result in dilution to our
present stockholders.

WE ARE IN THE EARLY STAGE OF DEVELOPMENT WITH AN UNPROVEN  BUSINESS STRATEGY AND
HAVE ONLY A LIMITED  OPERATING  HISTORY  FOR YOU TO  REVIEW  IN  EVALUATING  OUR
BUSINESS AND PROSPECTS.


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<PAGE>

At March 31, 2004,  we had generated no revenues from the sale of our DRE voting
systems.  Our limited  operating  history  makes it  difficult  to evaluate  our
prospects.  With the exception of our DRE voting system, all of our products are
in the early stages of development. We cannot assure you that we will be able to
achieve significant sales of our products or maintain product sales.

WE EXPECT THAT OUR  OPERATING  RESULTS MAY  FLUCTUATE  SUBSTANTIALLY,  WHICH MAY
MATERIALLY AFFECT OUR BUSINESS AND THE MARKET PRICE OF OUR COMMON STOCK.

You should not rely on  period-to-period  results as an indication of our future
performance.  We expect that our operating results will fluctuate  substantially
as a result of a number of  factors,  many of which will be beyond  our  control
such as the following:

     o    When our products are qualified as compliant  with the federal  voting
          system standards and certified by the states;

     o    When  public  agencies  schedule  procurements  of  electronic  voting
          systems and the timing associated with the procurements;

     o    Delays in the development and introduction of our products;

     o    Delays in the manufacture and delivery of our products;

     o    The adoption of new or amended federal voting system standards,  state
          certification requirements,  or other legal mandates applicable to our
          products;

     o    The hiring, retention and utilization of our personnel;

     o    The financial impacts associated with future business acquisitions, if
          any;

     o    The receipt of additional financing;

     o    General economic conditions; and

     o    The  occurrence  of other events or  circumstances  described in these
          risk factors.

Fluctuations in our operating results could affect the market price of our stock
and could cause the price to decline.  As a result,  we may be unable to finance
future growth through sales of our equity securities.

IF WE ARE  UNABLE TO EXPAND  OUR  SALES,  MARKETING,  DISTRIBUTION  AND  SERVICE
CAPABILITIES  OR ENTER INTO  AGREEMENTS  WITH THIRD PARTIES TO DO SO, WE WILL BE
UNABLE TO SUCCESSFULLY MARKET AND SELL OUR PRODUCTS.

We currently  have limited sales,  marketing or  distribution  capabilities  and
limited  service  capabilities.  If we are unable to expand  these  capabilities
either  by  developing  our  own  sales,  marketing,   distribution  or  service
organization or by entering into  agreements with others at a competitive  cost,
we will be unable to market and sell successfully our products. We plan to enter
into strategic  relationships  with other companies to provide services relating
to our products,  including product roll-out support, election worker education,
help desk, and break/fix  support.  We cannot assure you that we will be able to
develop and maintain  successful  relationships  on terms  acceptable to us. The
failure to do so could materially and adversely affect the marketing and sale of
our products.

WE RELY ON A THIRD-PARTY MANUFACTURER.

We  currently  rely,  and  expect  to  continue  to  rely,  on a third  party to
manufacture  our  product.  Our  agreement  requires  us to acquire  the product
exclusively from this manufacturer  unless the manufacturer is unable to produce
and deliver on time our required quantity.  To the extent that this manufacturer
experiences financial or operational


                                       6

<PAGE>

difficulties,  our  business  could be  interrupted.  These  difficulties  could
inhibit our ability to provide products in sufficient quantities with acceptable
quality and at an acceptable cost to our customers.  Any disruption in supply of
our  product  from this  manufacturer  would  cause us to delay  delivery to our
customers that could lead to a loss of sales and revenues.

WE FACE SUBSTANTIAL EXISTING  COMPETITION AND POTENTIAL  COMPETITION FROM OTHERS
WHO HAVE SIGNIFICANTLY GREATER FINANCIAL AND OTHER RESOURCES.

We expect  significant  competition  from  existing  competitors  and  potential
competitors. We may not have the financial resources, technical expertise, sales
and marketing abilities or support capabilities to compete successfully. Many of
our  existing   competitors   have  greater   market   penetration,   brand-name
recognition,  market  presence,  engineering  and  marketing  capabilities,  and
financial,  technological and personnel  resources than we do. As a result, many
of our  competitors  have several  significant  advantages over us as we seek to
market and sell our products.

OUR FUTURE  SUCCESS  DEPENDS UPON  RETAINING KEY PERSONNEL  AND  ATTRACTING  NEW
EMPLOYEES.

Our future performance depends significantly upon the continued contributions of
both Mr. Dennis Vadura, our chief executive officer, and Mr. Frank J. Wiebe, our
president.  The loss of the  services of Mr.  Vadura or Mr.  Wiebe or any of our
senior  management or key personnel  could  materially and adversely  affect our
business.  We may not be able to retain these  employees and searching for their
replacements could divert attention from senior management and delay our ability
to  implement  our  business  strategy.  All of our  senior  management  and key
employees can terminate his or her relationship with us at any time.

If we are successful in  implementing  and developing our business,  among other
things, we expect that we will need to increase our workforce.  Accordingly, our
future  success will likely  depend on our ability to attract,  hire,  train and
retain  highly  skilled  management,  technical,  sales,  marketing and customer
support  personnel.  Competition  for  qualified  employees  is intense  and our
financial  resources  are limited.  Consequently,  we may not be  successful  in
attracting,  hiring,  training  and  retaining  the people we need,  which would
impede our ability to implement our business strategy.

WE HAVE ENGAGED IN TRANSACTIONS WITH A COMPANY OWNED BY TWO INDIVIDUALS WHO ARE
DIRECTORS, OFFICERS AND SHAREHOLDERS.

In April 2002, we entered into a master services  agreement with a company,  Web
Tools International,  Inc., that is owned and operated by Messrs.  Dennis Vadura
and  Frank  Wiebe.  Each  of  these  individuals  is  a  director,  officer  and
shareholder with respect to both us and Web Tools  International.  The agreement
terminated on March 31, 2004. The financial  results of Web Tools  International
were  consolidated with our results from January 1, 2004 through March 31, 2004.
We owed Web Tools International $1,567,550 at March 31, 2004.

WE WILL  NEED TO  CONTINUE  TO  IMPROVE  AND  DEVELOP  PRODUCTS  IN  ORDER TO BE
SUCCESSFUL.

We expect that the pace of technological advances in the computer voting machine
industry will rapidly increase.  Our ability to compete  successfully is heavily
dependent upon our ability to ensure a continuing and timely flow of competitive
products and technology to the marketplace. We cannot assure you that we will be
successful in the timely development of new and improved technologies.

WE ARE SUBJECT TO CURRENT LITIGATION.

We are defendants in two separate  lawsuits.  In addition,  we may be subject to
litigation in the future. For a description of this litigation, please see "ITEM
3 - LEGAL PROCEEDINGS" of our annual report on Form 10-KSB/A with respect to the
year ended June 30, 2003.

WE MAY  ACQUIRE  OTHER  BUSINESSES  AND OUR  BUSINESS  COULD BE  MATERIALLY  AND
ADVERSELY AFFECTED AS A RESULT OF ANY OF THESE ACQUISITIONS.


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<PAGE>

We are looking for strategic opportunities to grow our product offerings through
acquisitions  or strategic  investments.  In this regard,  during the year ended
June 30, 2003,  we entered into an agreement to purchase all of the  outstanding
shares of Z prompt,  Inc. that was recognized for accounting purposes during our
fiscal  quarter  ended  December 31, 2003.  In November  2003, we entered into a
non-binding  letter of intent to  acquire a company  that  provides  consulting,
software, support and services to the election industry in the United States. At
May 31, 2004, we continued to negotiate the terms of a definitive agreement.  In
the future, we may acquire or make strategic  investments in other complementary
businesses.  We have  limited  experience  in  acquiring  or  investing in other
businesses and we may not be successful in completing, financing, or integrating
an acquired business into our existing operations.

Any such  acquisitions  could involve the dilutive issuance of equity securities
and the incurrence of debt. In addition,  the acquisition of Z prompt,  Inc. and
future acquisitions may involve numerous additional risks, such as:

     o    unanticipated costs associated with the acquisition or investment;

     o    diversion of management time and resources;

     o    problems in assimilating and integrating the new business operations;

     o    potential loss of key customers or personnel of an acquired company;

     o    increased legal and compliance costs; and

     o    unanticipated liabilities of an acquired company.

Even when an acquired company has already  developed and marketed  products,  we
can not  assure you that the  products  will  continue  to be  successful,  that
product  enhancements  will be made in a timely fashion or that  pre-acquisition
due diligence  will have  identified  all possible  issues that might arise with
respect to the acquired  company or its products and that could  materially  and
adversely affect us.

                        RISKS RELATING TO OUR TECHNOLOGY

SHOULD OUR PRODUCTS FAIL TO PERFORM  PROPERLY,  OUR REPUTATION COULD BE DAMAGED,
WE COULD LOSE SALES AND CUSTOMERS AND WE COULD POTENTIALLY INCUR LIABILITIES.

Our products  incorporate a number of intricate  computer  software programs and
hardware  components  that must work  seamlessly  in order  for our  product  to
function correctly. While we expect our product to perform to the federal voting
system  standards,  we cannot assure you that our product will function properly
at  all  times.  If  our  system's  software  programs  or  hardware  components
experience   failure  or   malfunction   or  are   alleged  to  have  failed  or
malfunctioned,  we  are  likely  to  receive  significant  adverse  publicity  -
particularly  if the  failure is alleged to have had an effect on the outcome of
an election.  As a result, our reputation could be damaged,  we could lose sales
and customers and we could potentially incur liabilities.

IF WE FAIL TO SECURE OR PROTECT OUR INTELLECTUAL  PROPERTY  RIGHTS,  COMPETITORS
MAY BE ABLE TO USE OUR TECHNOLOGIES.

We have applied to the United States  Patent and  Trademark  Office for a patent
with respect to our  electronic  voting system that  produces an official  voter
verifiable  paper  ballot and for  trademark  registration  with  respect to the
AccuPoll name and logo. We cannot assure you that a patent will be issued or our
trademarks will be registered.  If issued,  we cannot assure you that we will be
able to defend or enforce the patent,  trademark or other intellectual  property
rights that we may have in our products,  name or logo. Although we may initiate
litigation  to stop  infringement,  intellectual  property  litigation  is often
expensive and could consume our limited financial resources. Additionally, third
parties may be better able to sustain the costs of litigation.  If we are unable
to  defend  or  enforce  our  rights,  other  parties  may be  able  to use  our
technologies  without  paying any  compensation  to us.  Furthermore,  we cannot
assure you that our competitors  will not design around any issued  patents,  or
improve upon our


                                       8

<PAGE>

technology, or that we will be able to detect infringements. If we are unable to
establish,  defend or enforce  rights to our  technology,  our  business  may be
materially damaged.

SHOULD WE USE TECHNOLOGIES THAT CONFLICT WITH THE RIGHTS OF  THIRD-PARTIES,  OUR
BUSINESS COULD BE MATERIALLY AND ADVERSELY AFFECTED.

Our  competitors  and others may have or  acquire  patent or other  intellectual
property  rights that they could  attempt to enforce  against us. If they do so,
the following could occur:

     o    We could be sued and required to defend  ourselves  in  time-consuming
          and costly  litigation  (even if it is ultimately  determined that the
          claim is without merit);

     o    We  may  be  adjudged   liable  for   substantial   damages  for  past
          infringement, including possible treble damages if it is found that we
          have willfully infringed;

     o    We may be prohibited  from selling or licensing our product  without a
          license which may not be available on commercially  acceptable  terms,
          if at all, or that may require us to pay substantial royalties;

     o    We may have to redesign our products so that they do not infringe and
          such redesign may not be possible or may be costly and time-consuming.

If any of the foregoing occurs, our business is likely to be materially and
adversely affected.

                          RISKS RELATING TO REGULATION

EACH OF OUR VOTING SYSTEM  PRODUCTS MUST MEET  QUALIFICATION  AND  CERTIFICATION
STANDARDS BEFORE WE WILL BE ABLE TO SELL THEM.

In the United States,  our ability to sell our voting system products depends on
the  qualification  of each product through  independent  testing for compliance
with the federal  voting  system  standards.  In addition,  most states  require
state-level certification before we may sell our products to local jurisdictions
in those states.  Moreover,  local  jurisdictions  may require  acceptance level
testing.  In March 2004,  our DRE voting system was qualified as complying  with
the 1990 federal  voting  system  standards,  as to  hardware,  and 2002 federal
voting system standards,  as to software, and has been subsequently certified by
the  states  of South  Dakota  and Utah.  We are  seeking  qualification  of our
hardware  under the 2002 federal  voting system  standards but cannot assure you
that we will obtain that  qualification.  We cannot assure you that our products
will be certified by additional states. If we are unable to obtain certification
in  additional  states,  we may not be able to generate  sufficient  revenues to
achieve profitability.

STATE ELECTION OFFICIALS MAY DECERTIFY OUR PRODUCTS.

If certified in a state,  our products will be subject to ongoing  review by the
state which may withdraw certification. For example, the California Secretary of
State  recently  issued an order  withdrawing  certification  of  certain of our
competitors'  products.  We cannot  assure  you that a state  will not  withdraw
certification  of our  products  on the basis  that the  product  is  defective,
obsolete or otherwise  unacceptable for use. If  certification is withdrawn,  we
will not be able to  continue to sell the product in the state and are likely to
receive  significant  adverse  publicity.  As a result,  our reputation could be
materially   damaged,   causing  us  to  lose  sales  and   customers  in  other
jurisdictions.

WE EXPECT FEDERAL VOTING SYSTEM STANDARDS,  STATE  CERTIFICATION AND OTHER LEGAL
REQUIREMENTS PERTAINING TO OUR PRODUCTS TO CHANGE.

The market for  computerized  voting  machines and related  equipment for use in
federal,  state,  local  and  other  elections,  is  changing  as new  technical
standards are considered. We expect that federal voting system standards,  state
certification  and other legal  requirements  will change. We may not be able to
anticipate new standards or


                                       9

<PAGE>

changes to existing  standards  and we cannot  assure you that our products will
comply,  or can be  modified to comply  with,  any new or changed  standards  or
requirements  that may be adopted.  If our  products do not comply and cannot be
modified to comply with new or changed standards or requirements,  we may not be
able to sell some or all of our products.

WE MAY NOT BE ABLE TO OBTAIN  FEDERAL AND STATE  CERTIFICATION  OF PRODUCTS IN A
TIMELY MANNER, WHICH COULD DELAY THE MARKETING AND SALES OF OUR PRODUCTS.

Independent  testing  authorities  test and  certify our  products.  There are a
limited number of testing  authorities  able to test and certify our products in
accordance  with the federal  voting  system  standards.  These  companies  also
conduct testing and certification for our competitors. Any delays or disruptions
in the services  provided by our  independent  testing  authorities is likely to
affect our  ability to market and sell our  products  and could  materially  and
adversely impact our sales and our ability to achieve profitability.

IF  OUR  PRODUCTS  ARE  NOT  ACCEPTED  BY  FEDERAL,  STATE,  LOCAL  AND  FOREIGN
GOVERNMENTS AND VOTERS AS REPLACEMENTS  FOR CURRENT VOTING SYSTEMS,  WE WILL NOT
BE SUCCESSFUL.

Our  success  depends on the  acceptance  of our  products as  replacements  for
current  voting  systems  both in the  United  States  and  abroad.  Even if our
products satisfy applicable qualification and certification requirements,  local
governments  may elect not to purchase them for a number of reasons,  including,
but not limited to, voter acceptance of our technology.  In recent years,  there
has been significant public controversy regarding the reliability,  benefits and
costs  of  various  alternative  voting  systems,  including  electronic  voting
systems.  We have  expended  a  significant  amount  of our time  and  financial
resources  demonstrating  our product  capabilities  to various  state and local
government  officials.  If  our  products  do  not  achieve  significant  market
acceptance  among  state and local  governments,  we may not be able to generate
sufficient  revenues  to  achieve   profitability.   In  addition,   if  foreign
governments  do not accept our products,  the  long-term  growth of our business
will be limited.

WE WILL BE SUBJECT TO LAWS,  REGULATIONS  AND OTHER  PROCEDURES  WITH RESPECT TO
GOVERNMENT PROCUREMENT.

Because we plan to sell our products to government agencies,  we will be subject
to laws,  regulations and other procedures that govern  procurement and contract
implementation  by those  agencies.  These  agencies are likely to impose vendor
qualification  requirements,  such as  requirements  with  respect to  financial
condition,  insurance and history.  We have limited  experience  with government
procurement  and  cannot  assure  you that we will be able to meet  existing  or
future  procurement laws,  regulations and procedures or that we will be able to
qualify as a vendor.  Some  procurement  processes  could  involve an  extensive
period of product  evaluation,  including  evaluation by the public.  Compliance
with government  procurement and qualification  requirements could significantly
delay  sales of our  products.  Delays  could also occur due to  protests of bid
specifications  or challenges to contract  awards.  If we fail to comply with an
agency's procurement or vendor qualification requirements or procedures, we will
be unable to market and sell our  products to that agency.  Government  agencies
may also impose contractual terms and conditions, such as warranty,  termination
and indemnification provisions, that are unfavorable to us.

OUR COSTS WILL INCREASE AS A RESULT OF NEW AND AMENDED SECURITIES REGULATIONS.

New and amended  regulations  adopted by the Securities and Exchange  Commission
will increase our accounting, legal and compliance costs as these changes become
effective.  Additionally,  we expect increased accounting,  legal and compliance
costs  because for periods  beginning  after June 30, 2003, we will no longer be
subject to the less  extensive  disclosure  requirements  applicable to a "small
business issuer" as defined by the Securities and Exchange Commission.

                        RISKS RELATING TO OUR SECURITIES

SOME HOLDERS OF OUR SECURITIES MAY HAVE THE RIGHT TO RESCIND THEIR PURCHASES.

We have  offered  and sold a  substantial  number of shares of common  stock and
warrants and options to purchase  common stock  without  registration  under the
Securities Act of 1933, as amended, or qualification under state


                                       10

<PAGE>

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 of 1933, as amended,  requires that any claim for
rescission  be  brought  within  one  year  of  the  violation.   We  have  sold
approximately  16,233,718  shares of common  stock and  warrants  and options to
purchase  approximately  12,937, 970 shares of common stock in the United States
within  one year of May 31,  2004.  The time  periods  within  which  claims for
rescission must be brought under state securities laws vary and may be two years
or more from the date of the violation.  We have sold  approximately  17,143,009
shares of common  stock and  warrants  and  options  to  purchase  approximately
14,028,810  shares of common stock in the United  States within two years of May
31, 2004.  Further, we cannot assure you that courts will not apply equitable or
other  doctrines to extend the period  within which  purchasers  may bring their
claims.  The number of warrants  and options  described  above does not include]
warrants and options to purchase  3,600,000 shares of common stock issued within
two years of May 31, 2004 to our chief executive officer,  Dennis Vadura and our
president,  Frank  Wiebe and 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 can not assure you that this
agreement is enforceable.

Should  federal  or  state  securities  regulators  deem it  necessary  to bring
administrative  or legal actions  against us based upon a failure to register or
qualify,  the  defense  of  any  enforcement  action  is  likely  to be  costly,
distracting to our management and if unsuccessful could result in the imposition
of  significant  penalties.  The filing of a claim for rescission or enforcement
action  against us or our officers or directors  could  materially and adversely
impact our stock price,  generate  significant adverse publicity that materially
affects our sales and  materially  impairs our ability to raise capital  through
future sales of our securities. We may also incur significant expenses should we
determine  that it is advisable to register  shares  issuable  upon  exercise of
outstanding warrants or options or upon conversion of outstanding notes.

WE HAVE NOT FILED OR SENT INFORMATION STATEMENTS IN CONNECTION WITH STOCKHOLDER
ACTIONS BY WRITTEN CONSENT.

In 2002,  we  effected a 1 for 5 reverse  split of our  issued  and  outstanding
shares of common  stock and filed  amendments  to Article IV of our  articles of
incorporation to provide for a class of preferred  stock.  Each of these actions
required the approval of our  stockholders  that we believe was given by written
consent.  In connection  with these written  consents,  we did not file with the
Securities and Exchange Commission written information statements containing the
information  specified in its proxy  rules.  Also,  we did not send  information
statements  in  advance  of the  action as  required  by the proxy  rules of the
Securities  and  Exchange  Commission.   Accordingly,  it  is  possible  that  a
stockholder could challenge the validity of these actions and the Securities and
Exchange Commission could take enforcement action against us. The defense of any
challenge  or  enforcement  action is likely to be  costly,  distracting  to our
management  and  could  in the  case  of an  enforcement  action  result  in the
imposition of significant penalties. The filing of a stockholder challenge or an
enforcement  action  could  materially  and  adversely  impact our stock  price,
generate  significant  adverse publicity that materially  affects our sales, and
materially  impair our  ability to raise  capital  through  future  sales of our
securities.

SOME OF THE HOLDERS OF OUR COMMON STOCK MAYBE SUBJECT TO DILUTION.

As of May  31,  2004,  we had  outstanding  warrants  and  options  to  purchase
73,309,110  shares of common stock and notes  convertible into 31,802,483 shares
of common stock, or approximately 42% of our outstanding  shares of common stock
on a fully diluted as converted  basis.  The exercise  price of the warrants and
options  ranges  from  $.01 to $1.55  per  share  and the  notes  are  currently
convertible  at prices  ranging  from $.0625 to $.1224 per share.  The number of
shares of common stock  issuable upon  conversion of certain of the notes may be
greater in the future because the conversion price is the lower of the specified
price in the note or 50% of the  average  three  lowest  closing  prices for our
common stock for the twenty days immediately  preceding the conversion date. The
exercise or conversion  prices of these  securities are generally  substantially
lower than our stock price. Therefore, holders of our common stock and potential
investors are subject to substantial  dilution if these securities are exercised
or  converted.  The terms on which we could  obtain  additional  capital  may be
adversely  affected  during  the  time  that the  warrants  and  options  may be
exercised or the notes converted.

FUTURE  SALES OF OUR COMMON  STOCK IN THE PUBLIC  MARKET  COULD  CAUSE OUR STOCK
PRICE TO FALL.


                                       11

<PAGE>

Sales of a substantial number of shares of our common stock in the public market
could cause the market  price of our common  stock to  decline.  As of March 31,
2004 and May 31, 2004, we had 148,449,049 shares of common stock outstanding, of
which approximately 8,000,000 are freely tradable without restriction or further
registration under the Securities Act of 1933, as amended.  As of March 31, 2004
and May 31, 2004, our affiliates  held  approximately  63,111,600  shares of our
common stock, which are transferable  pursuant to Rule 144, as promulgated under
the  Securities  Act of 1933,  as amended.  Although we do not believe  that our
affiliates have any present  intentions to dispose of any shares of common stock
owned by them, there can be no assurance that such intentions will not change in
the future.  We have filed a  registration  statement  with the  Securities  and
Exchange  Commission on Form S-8 covering up to 12,000,000  shares of our common
stock that are issuable upon exercise of outstanding  warrants.  The exercise of
those  warrants,  and the prompt resale of shares of our common stock  received,
may result in downward pressure on the price of our common stock.

A DECLINE IN THE PRICE OF OUR COMMON  STOCK  COULD  AFFECT OUR  ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY  IMPACT OUR ABILITY TO CONTINUE OUR NORMAL
OPERATIONS.

A prolonged decline in the price of our common stock could result in a reduction
in the  liquidity  of our common  stock and a reduction  in our ability to raise
capital. Because our operations primarily have been financed through the sale of
equity  securities,  a  decline  in the  price  of our  common  stock  could  be
especially detrimental to our liquidity and our operations.  We may be forced to
reallocate  funds from  other  planned  uses and this  would have a  significant
negative effect on our business plans and  operations,  including our ability to
develop new products and  continue  our current  operations.  If our stock price
declines,  there can be no  assurance  that we will be able to raise  additional
capital or generate funds from operations sufficient to meet our obligations. If
we are unable to raise  sufficient  capital in the  future,  we may not have the
resources to continue our normal operations.

OUR CHIEF EXECUTIVE OFFICER AND OUR PRESIDENT EXERCISE  SUBSTANTIAL CONTROL OVER
OUR AFFAIRS.

At March 31, 2004, Dennis Vadura, our chief executive officer,  and Frank Wiebe,
our president,  were the beneficial  owners of approximately  35.9% and 24.4% of
our common stock, respectively,  without taking into account an additional 14.7%
of our common  stock  which they share the right to vote by proxy.  As a result,
Messrs.  Vadura and Wiebe,  acting  together,  are able to influence all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. The interests of Messrs. Vadura and Wiebe
may  differ  from those of our other  stockholders  and they may be able to take
actions that advance  their  respective  interests to the detriment of our other
stockholders. This ability to exercise control over the election of the board of
directors may discourage, delay or prevent a merger or acquisition.

A MAJORITY OF OUR DIRECTORS ARE OFFICERS, EMPLOYEES AND SIGNIFICANT STOCKHOLDERS
AND WE DO NOT HAVE AN AUDIT COMMITTEE.

Our board of  directors  presently  consists of three  members,  two of whom are
officers, employees and significant stockholders. Our board of directors has not
established an audit  committee for the purpose of overseeing our accounting and
financial reporting processes and audits of our financial statements.

OUR COMMON STOCK IS QUOTED ON THE OTC BULLETIN BOARD AND TRADING MAY CONTINUE TO
BE SPORADIC AND VOLATILE.

Our common stock is quoted on the OTC Bulletin Board. Trading in stock quoted on
the OTC Bulletin Board is often thin and  characterized by wide  fluctuations in
trading  prices,  due to many  factors  that  may  have  little  to do with  our
operations  or business  prospects.  Moreover,  the OTC Bulletin  Board is not a
stock  exchange,  and trading of securities  on the OTC Bulletin  Board is often
more sporadic than the trading of securities  listed on a quotation  system or a
stock exchange.

THE  PRICE  OF OUR  COMMON  STOCK IS  LIKELY  TO  CONTINUE  TO BE  VOLATILE  AND
STOCKHOLDERS COULD INCUR SUBSTANTIAL LOSSES.


                                       12

<PAGE>

The market  price of our common  stock has been,  and in the future is likely to
be, highly  volatile.  This  volatility  could result in substantial  losses for
stockholders.  Our stock  price may  fluctuate  widely for a number of  reasons,
including:

     o    Media  reports and  announcements  with respect to  electronic  voting
          technology in general or our products or those of our competitors;

     o    Qualification or certification, or withdrawal of certification, of our
          products or those of our competitors;

     o    Changes  in  federal  voting  system  standards,  state  certification
          standards or other legal requirements pertaining to our products;

     o    Litigation initiated by or against us, including litigation pertaining
          to patents or other intellectual property rights;

     o    Dissemination of information about us by others, including on Internet
          bulletin boards;

     o    Changes in our key personnel;

     o    General economic conditions; and

     o    The  occurrence  of other events or  circumstances  described in these
          Risk Factors.

Companies are often sued by investors  after periods of stock price  volatility.
This type of  litigation  could be filed  against us in the future  which  could
result in substantial  expense and diversion of  management's  attention and, if
successful, substantial damage awards.

TRADING OF OUR STOCK MAY BE RESTRICTED  BY THE SEC'S "PENNY  STOCK"  REGULATIONS
WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

The Securities and Exchange  Commission has adopted  regulations which generally
define "penny stock" to be any equity security that has a market price less than
$5.00 per share or an  exercise  price of less than $5.00 per share,  subject to
certain  exceptions.  Our securities are covered by the penny stock rules, which
impose  additional  sales practice  requirements on  broker-dealers  who sell to
persons other than  established  customers and accredited  investors.  The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise  exempt  from the rules,  to deliver a  standardized  risk  disclosure
document in a form  prepared by the  Securities  and  Exchange  Commission  that
provides information about penny stocks and the nature and level of risks in the
penny stock  market.  The  broker-dealer  also must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  The bid and offer  quotations,  and the  broker-dealer and salesperson
compensation  information,  must be given to the  customer  orally or in writing
prior to effecting the  transaction and must be given to the customer in writing
before or with the customer's  confirmation.  In addition, the penny stock rules
require that prior to a transaction  in a penny stock not otherwise  exempt from
these rules, the broker-dealer  must make a special written  determination  that
the penny  stock is a suitable  investment  for the  purchaser  and  receive the
purchaser's   written  agreement  to  the  transaction.   These  disclosure  and
suitability  requirements  may have the effect of reducing  the level of trading
activity  in the  secondary  market for a stock  that is subject to these  penny
stock  rules.  Consequently,  these  penny stock rules may affect the ability of
broker-dealers  to trade our  securities.  We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common stock.

OUR  ARTICLES OF  INCORPORATION  AUTHORIZE  THE BOARD OF  DIRECTORS TO ISSUE AND
DESIGNATE  THE  RIGHTS  OF  SERIES  OF  PREFERRED  STOCK  WITHOUT  ACTION BY THE
STOCKHOLDERS.


                                       13

<PAGE>

Our authorized  capital stock consists of 600,000,000 shares of common stock and
80,000 shares of preferred stock. Our 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
rights of  holders  of shares of  preferred  stock  that may be issued  might be
superior  to the rights  granted to the  holders  of  existing  shares of common
stock.  Further,  the ability of our board of directors  to designate  and issue
series of preferred 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
our common stock.

PROVISIONS  OF  NEVADA  LAW  COULD  DISCOURAGE,   DELAY  OR  PREVENT  A  MERGER,
ACQUISITION  OR OTHER CHANGE IN CONTROL OF US, EVEN IF A CHANGE IN CONTROL WOULD
BENEFIT OUR STOCKHOLDERS.

At any time that we have 200 or more  stockholders of record, we will be subject
to Nevada's  statutes  that  prohibit us from  engaging  in  specified  business
combinations with "interested  stockholders," including beneficial owners of 10%
or more of the voting power of our outstanding shares. Thereafter,  combinations
may be permissible only if specified  conditions are satisfied.  Nevada law also
provides that  directors  may resist a change or potential  change in control if
the  directors  determine  that the  change  is  opposed  to, or not in the best
interest of, the  corporation.  Additionally,  Nevada law permits  directors and
officers in exercising their  respective  powers with a view to the interests of
the  corporation,  to consider:  the interests of the  corporation's  employees,
suppliers, creditors and customers; the economy of the state and the nation; the
interests of  community  and society;  and the  long-term as well as  short-term
interests of the  corporation  and its  stockholders,  including the possibility
that these  interests  may be best served by the continued  independence  of the
corporation.  Accordingly, these statutory provisions could discourage potential
takeover  attempts and could reduce the price that investors might be willing to
pay for shares of our common stock in the future.

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, 2004, a near-term change in interest rates,  based on historical  movements,
would  not  materially   affect  the  fair  value  of  interest  rate  sensitive
instruments.  Our debt  instruments  have  fixed  interest  rates and terms and,
therefore,  a  significant  change in  interest  rates would not have a material
adverse effect on our financial position or results of operations.

ITEM 4.  CONTROLS AND PROCEDURES

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

We carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as of March 31, 2004. This evaluation was
carried out under the supervision and with the  participation of our management,
including  our principal  (chief)  executive  and  principal  (chief)  financial
officer.  Based  upon  the  evaluation,  our  principal  (chief)  executive  and
principal (chief)  financial officer concluded that our disclosure  controls and
procedures were of limited  effectiveness  at the reasonable  assurance level at
March 31, 2004.

There have been no changes in our  internal  control  over  financial  reporting
during our quarter  ended March 31,  2004 that have  materially  affected or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                       14

<PAGE>

Subsequent  to March 31,  2004,  we hired  additional  accounting  personnel  to
re-evaluate  and revise our disclosure  controls and procedures and to implement
new disclosure controls and procedures. As part of this plan and implementation,
we are re-evaluating  and re-designing and documenting  policies and procedures,
putting those  procedures in operation and monitoring the  effectiveness  of the
procedures.

                                    PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are subject to various  legal  proceedings  that are  discussed in our Annual
Report on Form 10-KSB/A for the fiscal year ended June 30, 2003.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

AccuPoll  sold the  following  unregistered  securities  during the three  month
period ended March 31, 2004.

COMMON STOCK

Between  February  2, 2004 and  March  31,  2004,  AccuPoll  issued  to  various
investors  an  aggregate  of  13,989,534  shares of common stock for proceeds of
$2,354,311.  We relied upon an exclusion from  registration  under  Regulation S
under the Securities Act of 1933, as amended (the "Securities Act").

In January 2004, the Company issued 1,724,167 shares of restricted  common stock
in connection  with the  conversion of a note payable of $500,000,  plus accrued
interest of $17,250.

WARRANTS

On January 20, 2004, AccuPoll issued to a consultant,  in exchange for services,
a warrant to purchase  100,000  shares of common  stock at an exercise  price of
$1.54 per share. We relied on the exemption from registration under Section 4(2)
of the Securities Act.

On February 26, 2004, AccuPoll issued to a consultant, in exchange for services,
a warrant to purchase  260,000  shares of common  stock at an exercise  price of
$.90 per share. We relied on the exemption from registration  under Section 4(2)
of the Securities Act.

On January 26, 2004, AccuPoll issued to a consultant,  in exchange for services,
a warrant to purchase  1,045,752  shares of common stock at an exercise price of
$.1224 per share.  We relied on the exemption  from  registration  under Section
4(2) of the Securities Act.

On January 13, 2004, AccuPoll issued to a consultant,  in exchange for services,
a warrant to purchase 50,000 shares of common stock at an exercise price of $.25
per share.  We relied on the exemption from  registration  under Section 4(2) of
the Securities Act.

Between January 1, 2004 and March 4, 2004,  AccuPoll issued to various investors
warrants  to purchase  an  aggregate  of  10,250,428  shares of common  stock at
exercise  prices  ranging  from  $.1224 to $1.00 per  share.  We relied  upon an
exclusion from registration under Regulation S under the Securities Act.

On January 4, 2004, AccuPoll issued to a consultant, in exchange for services, a
warrant to purchase  15,000 shares of common stock at an exercise price of $1.18
per share.  We relied on the exemption from  registration  under Section 4(2) of
the Securities Act.


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<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (1)  Reports on Form 8-K:
          (2)  Exhibits

               31.1 Certification by Chief Executive Officer pursuant to Rule
                    13a-14(a) or 15d-4(a), as adopted pursuant to Section 302 of
                    the Sarbanes-Oxley Act of 2002

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

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

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

                                   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.

June 7, 2004

AccuPoll Holding Corp.

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


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