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

                                   Form 10-Q/A

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

                For the quarterly period ended December 31, 2003

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

                                THE EXCHANGE ACT

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
    Indicate the number of shares outstanding of each of the issuer's classes
               of common stock, as of the latest practicable date.
                       148,449,049 shares of common stock
                               as of May 24, 2004


<PAGE>

                          PART I FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

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

                                    ASSETS
<TABLE>
<CAPTION>
                                                                  December 31, 2003
                                                                     (Unaudited)    June 30, 2003
                                                                    ------------    -------------
<S>                                                                 <C>             <C>
CURRENT ASSETS
      Cash                                                          $      5,839    $         --
      Accounts receivable, net                                            66,876              --
      Inventories                                                         96,945              --
      Common stock subscription receivable                               750,000              --
      Deferred acquisition costs                                              --         144,206
      Prepaid expenses                                                    47,807           2,500
                                                                    ------------    ------------

TOTAL CURRENT ASSETS                                                     967,467         146,706

      Property and equipment, net                                         34,383              --
      Capitalized software development costs                           2,220,379       1,403,899
      Goodwill                                                         2,542,752              --
      Other assets                                                         3,494              --
                                                                    ------------    ------------

      TOTAL ASSETS                                                  $  5,768,475    $  1,550,605
                                                                    ============    ============
                    LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Accounts payable and accrued expenses                         $  1,526,773    $    931,503
      Related party payables                                           1,389,450         872,940
      Deferred revenue                                                   143,848              --
      Line of credit                                                     280,000              --
      Convertible subordinated debt                                      500,000              --
      Convertible debt, net of discount                                1,533,686              --
      Notes payable                                                       15,006              --
      Notes payable to related parties                                   211,493         175,000
                                                                    ------------    ------------

TOTAL LIABILITIES                                                      5,600,256       1,979,443
                                                                    ------------    ------------
      Put liability related to warrant issuances                         163,760         113,750
      Equity instruments subject to rescission                         6,983,045       4,377,033

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

      Convertible Series A preferred stock, $0.01 par value,
        80,000 shares authorized, no shares issued or outstanding             --              --
      Common stock, par value of $0.001, 600,000,000 shares
        authorized; 132,735,348 and 112,945,963 shares issued and
        outstanding, repectively                                         132,735         112,946
      Additional paid in capital                                       5,349,538       2,222,580
      Accumulated deficit                                            (12,460,859)     (7,255,147)
                                                                    ------------    ------------

TOTAL STOCKHOLDERS' DEFICIT                                           (6,978,586)     (4,919,621)
                                                                    ------------    ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $  5,768,475    $  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 - AS RESTATED
          For The Three Month Periods Ended December 31, 2003 and 2002
--------------------------------------------------------------------------------

                                  December 31, 2003  December 31, 2002
                                     (Unaudited)        (Unaudited)
                                    -------------      -------------
NET SALES                           $     361,232      $          --

COST OF SALES                             142,503                 --
                                    -------------      -------------

GROSS PROFIT                              218,729                 --

OPERATING EXPENSES
     General and administrative           809,606          1,506,914
     Professional fees                     21,542             90,344
     Salaries and related                 262,761             66,355
                                    -------------      -------------
                                        1,093,909          1,663,613
                                    -------------      -------------

OPERATING LOSS                           (875,180)        (1,663,613)

OTHER EXPENSES
     Interest, net                      1,517,842             20,000
     Loss on MTNA stock                 1,200,000                 --
                                    -------------      -------------
                                        2,717,842             20,000

NET LOSS                            $  (3,593,022)     $  (1,683,613)
                                    =============      =============
BASIC AND DILUTED LOSS
    PER COMMON SHARE                $       (0.03)     $       (0.02)
                                    =============      =============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                121,825,669        105,573,045
                                    =============      =============

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

<PAGE>
--------------------------------------------------------------------------------
                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS -
     AS RESTATED For The Six Month Periods Ended December 31, 2003 and 2002
--------------------------------------------------------------------------------

                                  December 31, 2003      December 31, 2002
                                     (Unaudited)            (Unaudited)
                                    -------------          -------------
NET SALES                           $     361,232          $          --

COST OF SALES                             142,503                     --
                                    -------------          -------------

GROSS PROFIT                              218,729                     --

OPERATING EXPENSES
     General and administrative         1,693,372              2,090,954
     Professional fees                     53,066                173,874
     Salaries and related                 350,088                137,424
                                    -------------          -------------
                                        2,096,526              2,402,252
                                    -------------          -------------

OPERATING LOSS                         (1,877,797)            (2,402,252)

OTHER EXPENSES
     Interest, net                      2,127,915                 20,000
     Loss on MTNA stock                 1,200,000                     --
                                    -------------          -------------
                                        3,327,915                 20,000

NET LOSS                            $  (5,205,712)         $  (2,422,252)
                                    =============          =============
BASIC AND DILUTED LOSS
    PER COMMON SHARE                $       (0.05)         $       (0.02)
                                    =============          =============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                117,531,278            104,556,788
                                    =============          =============

--------------------------------------------------------------------------------
Page F-3          See notes to these condensed consolidated financial statements

<PAGE>
--------------------------------------------------------------------------------
                             ACCUPOLL HOLDING CORP.
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - AS RESTATED
           For the Six Month Periods Ended December 31, 2003 and 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Cash flows from operating activities:                                                   2003           2002
                                                                                    -----------    -----------
<S>                                                                                 <C>            <C>
     Net loss                                                                       $(5,205,712)   $(2,422,252)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
        Depreciation and amortization                                                     4,209             --
        Amortization of estimated fair value of warrants granted
          and beneficial conversion feature in connection with the
          issuance of convertible notes payable                                       1,533,686         20,000
        Amortization of beneficial conversion feature in connectionn
          with the issuance of subordinated convertible notes                           500,000             --
        Estimated fair value of options and warrants granted for services               168,000        965,000
        Vesting of previously issued stock options                                      136,545             --
        Estimated fair value of common stock issued for services                         34,980        229,025
        Loss on MTNA stock                                                            1,200,000             --
        Changes in operating assets and liabilities:
            Accounts receivable                                                         122,286             --
            Inventories                                                                  (1,609)            --
            Prepaid expenses and other assets                                           (37,765)        (2,500)
            Accounts payable and accrued expenses                                        38,809        104,491
            Related party payables                                                      516,510        362,550
                                                                                    -----------    -----------

     Net cash used in operating activities                                             (990,061)      (743,686)
                                                                                    -----------    -----------
Cash flows from investing activities:
     Purchases of property and equipment                                                 (8,959)            --
     Increase in capitalized software development costs                                (816,480)      (270,260)
     Proceeds from collection of note recievable                                             --        300,000
     Cash of acquired company                                                             2,368             --
                                                                                    -----------    -----------

     Net cash (used in) provided by investing activities                               (823,071)        29,740
                                                                                    -----------    -----------
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                             (55,000)            --
     Proceeds from issuance of convertible subordinated debt                            500,000             --
     Proceeds from issuance of convertible notes payable                                390,000             --
     Proceeds from the issuance of notes payable                                          7,496         50,000
     Proceeds from the issuance of common stock, net of commissions                      25,000        139,815
     Net increase in line of credit                                                      75,000             --
     Proceeds from issuance of common stock upon exercise of warrants,
        net of commissions                                                              784,982       345,048
                                                                                    -----------    -----------

     Net cash provided by financing activities                                        1,818,971        534,863
                                                                                    -----------    -----------

Net increase (decrease) in cash                                                           5,839       (179,083)

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

Cash at end of period                                                               $     5,839    $   108,076
                                                                                    ===========    ===========
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
See accompanying notes to the condensed  consolidated  financial  statements for
additional 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

                                December 31, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING

The accompanying  condensed consolidated financial statements have been prepared
in  accordance  with  SEC  regulations   for  interim   financial   information.
Accordingly,  they do not include all of the information  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 discussed in Note 2 and in the
"Preferred  Stock"  section  of Note 8  consist  only of  normal  and  recurring
adjustments)  considered  necessary for a fair  presentation have been included.
The results of operations for the three and six month periods ended December 31,
2003 are not necessarily  indicative of the results that may be expected for the
entire fiscal year.

As a result of the  acquisition  discussed in Note 9, the Company ceased to be a
development stage enterprise during the three months ended December 31, 2003.

Going Concern Consideration
---------------------------

The condensed  consolidated financial statements are presented on the basis that
the Company is a going concern which  contemplates the realization of assets and
the  satisfaction  of  liabilities  in the  normal  course  of  business  over a
reasonable length of time. The Company has incurred significant operating losses
and has used  cash in its  operations  since  inception.  Most of this  cash was
consumed in the  development  of software  and  systems  infrastructure,  and in
organization   development  and  staffing.   Additional   funding  went  towards
investment in and protection of  intellectual  property and investment  advisory
fees and commissions  related to fund raising. At December 31, 2003, the Company
had a deficit in working  capital  approximating  $4,633,000.  In addition,  the
Company  experienced a loss from  operations for the three months ended December
31, 2003,  approximating  $3,593,000,  and an accumulated deficit  approximating
$12,461,000 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").  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  10,  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 December 31, 2003 consolidated financial statements.


Page F-5

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

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 share
exchange  with a publicly  traded  company  in May 2002 and its common  stock is
quoted on the Over-The-Counter Bulletin Board under the symbol "ACUP."

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

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

As of December  31,  2003,  the Company has not adopted a  stock-based  employee
compensation  plan.  The  Company  accounts  for  stock-based   compensation  to
employees  under  the  recognition  and  measurement  principles  of  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 December 31,
2003 and 2002 under APB  Opinion No. 25. The  following  table  illustrates  the
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.


Page F-6

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

<TABLE>
<CAPTION>
                                        Three Months Ended            Six Months Ended
                                           December 31,                  December 31,
                                   --------------------------    ----------------------------
                                       2003           2002           2003             2002
                                   -----------    -----------    -----------    -------------
<S>                                <C>            <C>            <C>            <C>
Net loss  available to common
stockholders, as reported *        $(3,727,022)   $(1,701,613)   $(5,478,712)   $  (2,452,252)
Pro forma compensation expense        (355,000)      (150,000)      (700,000)        (295,000)
                                   -----------    -----------    -----------    -------------
Pro forma net loss available to
common stockholders                $(4,082,022)   $(1,851,613)   $(6,178,712)   $  (2,747,252)
                                   ===========    ===========    ===========    =============
Loss per common share, as
reported
   Basic and diluted               $     (0.03)   $     (0.02)   $     (0.05)   $       (0.02)
                                   ===========    ===========    ===========    =============
Loss per common share, pro forma
   Basic and diluted               $     (0.03)   $     (0.02)   $     (0.05)   $       (0.03)
                                   ===========    ===========    ===========    =============
</TABLE>
* These amounts include interest related to certain equity  instruments  subject
to rescission (see Note 2).

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

The  convertible   feature  of  convertible   notes  payable  and   subordinated
convertible  note payable provides for a rate of conversion that is below market
value.  Such  feature is  normally  characterized  as a  "beneficial  conversion
feature"  ("BCF").  Pursuant to Emerging Issues Task Force Issue No. 98-5 ("EITF
98-5"),  "Accounting  For  Convertible  Securities  with  Beneficial  Conversion
Features or Contingently  Adjustable  Conversion Ratio" and Emerging Issues Task
Force Issue No. 00-27,"Application of EITF Issue No. 98-5 To Certain Convertible
Instruments,"  the  relative  fair  values of the BCFs have been  recorded  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

                                December 31, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

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 determined 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 sheet.

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   financial
statements.

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 no impairments
to its goodwill during the period ended December 31, 2003 (see Note 10).


Page F-8

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

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 of which control is likely to be temporary.

SFAS No. 144 requires impairment losses to be recorded on long-lived assets used
in  operations,  including  amortizable  intangible  assets when  indicators  of
impairment are present. Indicators of impairment include an economic downturn or
a change in the  assessment  of future  operations.  In the event a condition is
identified  that may indicate an  impairment  issue,  an assessment is performed
using a variety of methodologies, including analysis of undiscounted future cash
flows,  estimates of sales proceeds and independent  appraisals.  If such assets
are impaired, the impairment to be recognized is measured by the amount by which
the carrying value 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. At December 31, 2003, the Company feels that no
impairment charges are necessary.

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 six month
periods ended December 31, 2003 and 2002:

<TABLE>
<CAPTION>
                                           Three Months Ended                Six Months Ended
                                              December 31,                      December 31,
                                    ------------------------------    ------------------------------
                                         2003             2002             2003             2002
                                    -------------    -------------    -------------    -------------
<S>                                 <C>              <C>              <C>              <C>
Net loss                            $  (3,593,022)   $  (1,683,613)   $  (5,205,712)   $  (2,422,252)
Interest related to equity
instruments subject to rescission        (134,000)         (18,000)        (273,000)         (30,000)
                                    -------------    -------------    -------------    -------------
Net loss available to common
stockholders                        $  (3,727,022)   $  (1,701,613)   $  (5,478,712)   $  (2,452,252)
Shares used to compute loss per
common share:
Weighted average common shares        121,825,669      105,573,045      117,531,278      104,556,788
                                    =============    =============    =============    =============
Basic and diluted loss per common
share:                                      (0.03)           (0.02)           (0.05)           (0.02)
                                    =============    =============    =============    =============
</TABLE>


Page F-9

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

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

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

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  FASB   Interpretation   ("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 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 Form  10-KSB/A,  the  Company  is
associated with Web Tools International,  Inc. ("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 will be consolidated
with those of the Company.


Page F-10

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 2: EQUITY INSTRUMENTS SUBJECT TO RESCISSION

The Company may be subject to possible claims for rescission with respect to the
sale or other issuances of common stock, options and warrants.  For that reason,
the Company intends to amend its June 30, 2003 Form 10-KSB and its September 30,
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  December 31, 2003  condensed  consolidated
balance sheet included in this filing reflects such adjustment.

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 December 31, 2003 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 $0.19 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 for the  conversion of debt, and (c) the fair
value of the stock options and warrants on their grant dates.  The fair value of
these options and warrants was estimated using the Black-Scholes  option-pricing
model. Based on these measurement  criteria,  the Company's  potential liability
directly associated with the aforementioned securities transactions is estimated
to approximate $7 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
million as "mezzanine  equity" in the  accompanying  December 31, 2003 condensed
consolidated balance sheet.


Page F-11

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 3: 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.

At December 31, 2003,  management  believes  that no revisions to the  remaining
useful  lives or  write-down  of  capitalized  software  development  costs  are
required.  Since the product has not been  released  to  customers,  the amounts
included  in the  accompanying  condensed  consolidated  balance  sheets have no
related  amortization.  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 4: 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 December 31, 2003,  the Company's
outstanding borrowings totaled $280,000.

NOTE 5: SUBORDINATED CONVERTIBLE DEBT

In July 2003, the Company  borrowed  $500,000  under a subordinated  convertible
note payable, (the "Subordinated  Convertible Note"), which bears interest at 7%
per annum.  All  borrowings  and accrued  interest  were due in January 2004. In
February 2004, the  Subordinated  Convertible Note was converted into restricted
common stock of the Company at $0.30 per share,  in accordance with the terms of
the agreement.

A beneficial conversion feature of $500,000 was recorded during the period ended
September  30,  2003.  Such  discount  was  amortized  to interest  expense upon
issuance based on the conversion features of such Subordinated Convertible Note.
The outstanding  balance of the  Subordinated  Convertible  Note at December 31,
2003 was $458,333, net of a $41,667 debt discount.


Page F-12

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 6: CONVERTIBLE DEBT

$1,250,000 Convertible Debenture
--------------------------------

In November 2003, the Company borrowed an additional  $40,000 under the existing
convertible  debenture.  All  borrowings  are due in June 2004,  as amended (see
below),  with  monthly  interest  payments  on  the  outstanding   balance.  The
Convertible Note A may be converted into restricted  common stock of the Company
at the lesser of: (a) $0.06 per share or (b) 50% of the  averaged  three  lowest
closing prices of the Company's common stock for the 20 trading days immediately
preceding the conversion date, at any time at the option of the noteholder.

In November 2003, the Company granted a warrant to purchase  6,000,000 shares of
the Company's restricted common stock at an exercise price of $0.06 per share in
connection  with a deferral  of the  maturity  date of an  existing  convertible
instrument  to  June  2004  and an  increase  to  the  available  borrowings  to
$1,250,000. The warrants vested upon grant and expire in October 2008.

The Company recorded the relative fair value of the warrant,  which approximated
$40,000,  as a debt discount,  which will be amortized to interest  expense over
the term of the  convertible  debenture.  The total  outstanding  balance of the
convertible debenture,  as amended at December 31, 2003, was $183,686, net of an
unamortized debt discount of $106,314.

$5,000,000 Convertible Debentures
---------------------------------

In November  2003,  the Company  entered into a Security  Agreement  and Secured
Convertible  Note.  Pursuant  to the  agreements,  the  Company  received a $5.0
million  revolving credit facility,  as amended,  in the form of two seven-month
Convertible  Notes secured by a security  interest in  substantially  all of the
Company's assets.

The  Convertible  Note Holder has the right to convert all or any portion of the
outstanding  principal  amount and/or accrued  interest and fees due and payable
into shares of the Company's restricted common stock at the lesser of: (a) $0.06
per  share  or (b)  50% of the  averaged  three  lowest  closing  prices  of the
Company's  common  stock  for the 20  trading  days  immediately  preceding  the
conversion date, at any time at the option of the Convertible Note Holder.

During the three month period ended  December  31,  2003,  the Company  borrowed
$1,200,000 in connection with a proposed transaction with Material Technologies,
Inc.  (see Note 8) and  $150,000  for  working  capital  purposes.  The  Company
recorded  the  beneficial  conversion  feature,  which  totaled  $1,350,000,  as
interest expense in the accompanying condensed consolidated financial statements
based on the conversion provisions of the debenture.


Page F-13

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

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, the 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 would be required to repay all
amounts advanced. In connection with the Agreement, the Company granted warrants
to  purchase  250,000  shares of the  Company's  restricted  Common  Stock at an
exercise price of $1.04 per share,  valued at  approximately  $205,000 (based on
the Black-Scholes  pricing model), which was expensed upon issuance.  In January
2003, the Company received the $250,000 and has included such amount in accounts
payable and accrued expenses in the accompanying  condensed consolidated balance
sheets,  as the  Company  has yet to  fulfill  its  obligations  related  to the
agreement.

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

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.

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.   Ongoing
negotiations with the potential acquiree continue.


Page F-14

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 8: STOCKHOLDERS' EQUITY

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

In December 2003, the Company entered into an agreement to issue 8,471 shares of
cumulative  convertible  Series A Preferred Stock ("Series A") and $1,200,000 of
convertible  notes payable (see Note 6) 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." In attempting to execute such  transaction,  the Company's intent
was to gain access to capital  markets through the potential sale of MTNA common
stock.

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
December 31, 2003 financial  statements of the Company.  This  adjustment of the
Company's  financial  statements  increased the previously reported net loss for
the quarter and 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
period.

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

In December 2003, the Company issued 6,250,000 shares of restricted common stock
for  $750,000,  which was  collected  in January 2004 and is presented as common
stock  subscription   receivable  in  the  accompanying  condensed  consolidated
financial statements.

During the three-month  period ended December 31, 2003, the Company issued 5,000
shares of  restricted  common  stock  valued at $2,050  (estimated  based on the
market  price  per  share on the date of issue)  to a  consultant  for  services
rendered.

During the  three-month  period  ended  December 31,  2003,  the Company  issued
933,125  shares of  restricted  common  stock in  connection  with the  cashless
exercise of warrants.

During the  three-month  period  ended  December 31,  2003,  the Company  issued
2,710,008  shares of restricted  common stock in connection with the exercise of
warrants for $732,213.

During the three-month period ended December 31, 2003, the Company issued 30,000
shares of  restricted  common stock in connection  with  proceeds  received in a
prior period.


Page F-15

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 8: STOCKHOLDERS' EQUITY (continued)

Common Stock (continued)
------------------------

In October 2003, the Company issued 7,741,936 shares of restricted  common stock
as collateral for potential cash borrowings  approximating  $1,600,000 ("Secured
Note"),  less  applicable  commissions.  Subsequent  to December 31,  2003,  the
Company had cancelled such  transaction and the holders of the common stock have
agreed to return the related shares. Accordingly, these shares are not accounted
for as outstanding during any period presented in the accompanying  consolidated
financial statements.

Stock Options and Warrants
--------------------------

As  discussed  in Note 6, in  November  2003,  the Company  granted  warrants to
purchase  6,000,000  shares  of the  Company's  restricted  common  stock  at an
exercise price of $0.06 per share, valued at approximately $40,000 (the pro-rata
value based on the  Black-Scholes  pricing model and the related  borrowings) in
connection with the amendment of a convertible note payable.

During the three months ended December 31, 2003, the Company granted warrants to
purchase an aggregate of 13,290,986  shares of the Company's  restricted  Common
Stock at exercise  prices  ranging  from $0.12 to $1.35 per share in  connection
with equity fund raising  activities.  These warrants  vested upon grant and are
exercisable  through  December  2008.  Because  such  warrants  were  issued  in
connection  with equity fund  raising  activities  there was no related  expense
recorded in the accompanying 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 8,000,000 shares of the
restricted  common stock of the Company.  The primary reason for the acquisition
was to acquire a nation-wide network of qualified computer hardware technicians,
which could assist with the  maintenance  of the AccuPoll  Ballot Buddy product,
and specifically it's integrated printer.

Additionally,  the Company was required to settle an outstanding promissory note
of Z Prompt in the principal amount of approximately $400,000 that was held by a
former  stockholder  of Z Prompt,  in exchange for 533,000  shares of restricted
common stock of the Company.

The shares  issued for Z Prompt were valued at  $1,813,262  ($0.2125  per share)
based on an independent  valuation.  Among other factors, the valuation utilized
information from recent issuances of the Company's common stock for fund raising
activities.


Page F-16

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 9: ACQUISITION (CONTINUED)

The agreement between AccuPoll and the Z Prompt  stockholders  provided that the
transaction could be rescinded at the discretion of the Z Prompt shareholders if
the  electronic  voting  system of AccuPoll  was not  certified  by Wyle Labs by
September  30,  2003;  such  certification  was  obtained on October  31,  2003.
Accordingly,  the Z Prompt  acquisition  has been  recorded in the  accompanying
December 31, 2003 condensed  consolidated financial statements as of November 1,
2003.

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

The purchase price was allocated to the business acquired based on the estimated
fair values of the assets acquired and liabilities assumed, as follows:

                    Assets             $    183,329
                    Goodwill              2,542,752
                    Liabilities            (912,819)
                                       ------------
                                       $  1,813,262
                                       ============

The above  allocation of the purchase price may be subject to adjustment  during
the  allocation  period,  which  generally  ends no later  than  one year  after
consummation of the business combination.

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 three and six month  periods  ended
December 31, 2003 and 2002:

                              Three Months                  Six Months
                           Ended December 31,             Ended December 31,
                        ------------------------     -------------------------
                           2003          2002           2003           2002
                        ----------    ----------     ----------    -----------
Net Sales               $  531,349    $  364,248     $1,165,881    $   712,135
                        ==========    ==========     ==========    ===========
Net Loss               $(4,019,061)  $(1,960,148)   $(5,371,520)   $(2,828,002)
                        ==========    ==========     ==========    ===========
Loss per common share   $    (0.03)   $    (0.02)    $    (0.04)   $     (0.03)
                        ==========    ==========     ==========    ===========

The above amounts are based upon certain  assumptions  and estimates,  which the
Company  believes are  reasonable.  The pro forma  results of  operations do not
purport  to be  necessarily  indicative  of the  results  which  would have been
obtained  had the  business  combination  occurred  as of the  beginning  of the
aforementioned  periods or which may be obtained  in the future (see  additional
information related to Z Prompt in Note 10).


Page F-17

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 10: SUBSEQUENT EVENTS

Note Payable
------------

In January  2004,  the Company  issued a convertible  note  payable,  secured by
substantially all of the assets of the Company,  for $250,000,  bearing interest
at 7% per  annum.  All  borrowings  are due on or  before  June  30,  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.

Bankruptcy Filing of Wholly Owned Subsidiary Z Prompt
-----------------------------------------------------

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.

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 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, will be segregated and classified as  "liabilities  subject to compromise"
in its balance  sheets dated after the Petition  Date. 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
statements  of  operations  dated after the Petition  Date.  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.


Page F-18

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003
                                   (UNAUDITED)

NOTE 10: SUBSEQUENT EVENTS (CONTINUED)

Bankruptcy Filing of Wholly Owned Subsidiary Z Prompt (Continued)
-----------------------------------------------------------------

As  discussed  above,  Z  Prompt  is  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.

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. 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.

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.


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 December 31, 2003, 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


                                       1

<PAGE>

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.

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  December 31, 2003 were $361,232  compared to $0
for the quarter  ended  December  31,  2002.  Net sales for the six months ended
December 31, 2003 were $361,232 compared to $0 for the six months ended December
31,  2002.  The change in net sales  resulted  from our  consolidation  with our
subsidiary, Z prompt, Inc. for the months of November 2003 and December 2003.

Cost of sales for the quarter ended December 31, 2003 were $142,503, compared to
$0 for the quarter  ended  December 31,  2002.  Cost of sales for the six months
ended December 31, 2003 were  $142,503,  compared to $0 for the six months ended
December 31, 2002. The change in cost of sales  resulted from our  consolidation
with our subsidiary, Z prompt, Inc. for the months of November 2003 and December
2003.

General and administrative expenses for the quarter ended December 31, 2003 were
$809,606,  a decrease of 46% from  general and  administrative  expenses for the
quarter  ended  December  31, 2002 of  $1,506,914.  General  and  administrative
expenses for the six months ended December 31, 2003 were $1,693,372,  a decrease
of 19%  from  general  and  administrative  expenses  for the six  months  ended
December 31, 2002 of $2,090,954.  The primary contributor to the decrease is due
to  non-cash  expenses  for stock based  compensation,  which is due to warrants
which are in the money, that are granted to consultants.

Professional  fees for the  quarter  ended  December  31, 2003 were  $21,542,  a
decrease of 76.16% from  professional  fees for the quarter  ended  December 31,
2002 of $90,344.  Professional  fees for the six months ended  December 31, 2003
were  $53,066,  a decrease  of 69.5% from  professional  fees for the six months
ended  December  31, 2002 of  $173,874.  This  decrease is due to our payment of
lower political consultant fees.

Salaries for the quarter ended December 31, 2003 were  $262,761,  an increase of
296% from salaries for the quarter ended December 31, 2002 of $66,355.  Salaries
for the six months ended December 31, 2003 were $350,088,  an increase of 154.8%
from  salaries  for the six months  ended  December  31, 2002 of  $137,424.  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.

Interest  expense for the quarter  ended  December 31, 2003 was  $1,517,842,  an
increase of 7,589% from  interest  expenses for the quarter  ended  December 31,
2002 of $20,000. Interest expense for the six months ended December 31, 2003 was
$2,127,915,  an increase of 10,540%  from  interest  expenses for the six months
ended  December  31,


                                       2

<PAGE>

2002 of  $20,000.  The  primary  reasons  for the  increases  is  related to the
non-cash beneficial conversion charge relating to securities issued by us during
the six months ended December 31, 2003, that have  conversion  features that are
at prices  below  market and the  amortization  of the  estimated  fair value of
warrants issued in connection with convertible debt.

LIQUIDITY AND CAPITAL RESOURCES

From August 2001, the date of our inception,  through December 31, 2003, we have
raised gross proceeds  approximating  $4,500,000  from the sale of common stock,
convertible notes and other securities.

Our cash was approximately $5,839 at December 31, 2003.

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 December 30, 2003, we
had  borrowed  $1,350,000  under  such  notes.  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 December 30, 2003, we had borrowed
$290,000  under such  debenture.  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.

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
such  capital  expenditures  for  hardware to be  approximately  $500,000 and an
additional  $500,000 for  software for 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.  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 December 31, 2003, we had an  accumulated  deficit
of approximately $12.5 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


                                       4

<PAGE>

commercialize,  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.


                                       5

<PAGE>

At December 31,  2003,  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  $1,389,450 and $1,567,550 at December 31, 2003
and March 31, 2004, respectively.

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.


                                       7

<PAGE>

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

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 15, 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.


                                       8

<PAGE>

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 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.  At December  31,  2003,  none of our  products  had been  qualified or
certified.  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 Arkansas,  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.


                                       9

<PAGE>

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 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.


                                       10

<PAGE>

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.

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  24,  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 December 31,
2003 and May 24, 2004, we had 132,735,348 and 148,449,049, respectively, shares
of common stock outstanding, of which approximately 4,500,000 and 8,000,000,
respectively, are freely tradable without restriction or further registration
under the Securities Act of 1933, as amended. As of December 31, 2003 and May
24, 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 options or 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 December 31, 2003,  Dennis Vadura,  our chief  executive  officer,  and Frank
Wiebe,  our president,  were the beneficial  owners of  approximately  26.3% and
17.5%  of our  common  stock,  respectively,  without  taking  into  account  an
additional  12.5% 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
December 31, 2003, 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 December 31, 2003. 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 December 31, 2003.

There have been no changes in our internal control or financial reporting during
our  quarter  ended  December  31,  2003 that have  materially  affected  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                       14

<PAGE>

Subsequent to December 31, 2003, 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 December 31, 2003 without  registration under the Securities Act of
1933.

PREFERRED STOCK

We have not filed a  certificate  of  designation  with respect to any series of
preferred stock. During the year ended June 30, 2003, we agreed to issue a total
of 71,529 shares of Series A Preferred  Stock as collateral  for secured  notes.
The parties have subsequently agreed to cancel the transaction.  On December 31,
2003,  we  agreed to issue  8,471  shares  of  Series A  Preferred  Stock to two
stockholders  of record in  exchange  for  3,325,000  shares of common  stock of
Material Technologies, Inc. On May 7, 2004, we 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  Preferred  Stock.  Accordingly,  as of May 7,
2004, no preferred stock was issued or outstanding.

COMMON STOCK

Between  October 2003 to December  2003,  AccuPoll  issued to various  investors
2,740,008 shares of common stock for an aggregate of $735,885. We relied upon an
exclusion from registration  under Regulation S of the Securities Act of 1933 as
amended (the "Securities Act").

In December  2003,  AccuPoll  issued to an investor  6,250,000  shares of common
stock for $750,000.  We relied upon an exemption from registration under Section
4(2) of the Securities Act.

In October 2003,  AccuPoll issued to a consultant 530,000 shares of common stock
in connection with a cashless exercise of a warrant. We relied upon an exemption
from registration under Section 4(2) of the Securities Act.

In October 2003,  AccuPoll issued to a consultant 403,125 shares of common stock
in connection with a cashless exercise of a warrant. We relied upon an exemption
from registration under Section 4(2) of the Securities Act.

In December 2003,  AccuPoll issued to Stern & Co Communications LLC 5,000 shares
of common stock in  connection  with a settlement  agreement.  We relied upon an
exemption from registration under Section 4(2) of the Securities Act.

WARRANTS

Between  October 2003 to December  2003,  AccuPoll  issued to various  investors
warrants  to  purchase  an  aggregate  of  4,233,016  shares of common  stock at
exercise prices ranging from $.12 to $.35 per share. We relied upon an exclusion
from registration under Regulation S of the Securities Act.


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<PAGE>

In October 2003,  AccuPoll issued to a consultant warrants to purchase 1,000,000
shares of common stock at an exercise price of $.06 per share. We relied upon an
exemption from registration under Section 4(2) of the Securities Act.

In October 2003,  AccuPoll issued to a consultant warrants to purchase 5,000,000
shares of common stock at an exercise price of $.06 per share. We relied upon an
exemption from registration under Section 4(2) of the Securities Act.

In December 2003, AccuPoll issued to a consultant warrants to purchase 2,264,492
shares of common stock at an exercise  price of $1.55 per share.  We relied upon
an exemption from registration under Section 4(2) of the Securities Act.

In December 2003, AccuPoll issued to a consultant warrants to purchase 6,793,478
shares of common stock at an exercise  price of $1.55 per share.  We relied upon
an exemption from registration under Section 4(2) of the Securities Act.

CONVERTIBLE NOTES

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 matures 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 December 30, 2003, we
had borrowed  $1,350,000  under such notes. In May, 2004, the notes were amended
to prohibit  prepayment,  to require us to give a payment notice,  and to permit
the  holder of the note to convert  all or a portion  of the note  during the 80
days  following  receipt of the payment notice in lieu of receiving any payment.
At May 24, 2004,  the amount of principal and accrued but unpaid  interest under
such notes equaled approximately $1.25 million.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(1)      Reports on Form 8-K:

(2)      Exhibits

         10.1     Debenture, dated November 20, 2003, by and between AccuPoll
                  Holding Corp., AccuPoll, Inc. and Hyde Investments, Ltd, as
                  amended.

         10.2     Debenture, dated November 20, 2003, by and between AccuPoll
                  Holding Corp., AccuPoll, Inc. and Livingston Investments,
                  Ltd., as amended.

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

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

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

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


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<PAGE>

                                   SIGNATURES

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

June 7, 2004

                                 AccuPoll Holding Corp.

                                 By: /S/ DENNIS VADURA
                                     ----------------------------------------
                                          Dennis Vadura
                                          Chief Executive Officer

                                 By: /S/ CRAIG A. HEWITT
                                     ----------------------------------------
                                          Craig A. Hewitt
                                          Chief Financial Officer


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