<PAGE>

                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

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

         For the quarterly period ended December 31, 2002

         [ ] 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            (I.R.S. Employer
         of incorporation or organization)      Identification No.)


                 30 EXECUTIVE PARK, SUITE 260, IRVINE, CA 92614
                 ----------------------------------------------
                    (Address of principal executive offices)

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

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

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

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ____
No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date: 107,457,007 shares at
February 12, 2003

Transitional Small Business Disclosure Format (check one):  Yes      No  X
                                                                ---     ---



                                        1

<PAGE>

                                  AccuPoll Holding Corp.

                                          INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements:
<S>                                                                                   <C>
         Condensed Consolidated Balance Sheet as of
         December 31, 2002 (unaudited).................................................3

         Condensed Consolidated Statements of Operations for the three
         months and the six months ended December 31, 2002 (unaudited)................ 4

         Condensed Consolidated Statements of Cash Flows for the six
         months ended December 31, 2002 and 2001 (unaudited).......................... 5

         Notes to Condensed Consolidated Financial Statements......................... 6

Item 2. Management's Discussion and Analysis or Plan of Operations.................... 8

Item 3.  Controls and Procedures......................................................10

PART II. OTHER INFORMATION

Item 1. Legal Proceedings............................................................ 10

Item 2. Changes in Securities........................................................ 10

Item 3. Defaults on Senior Securities................................................ 12

Item 4. Submission of Matters to a Vote of Security Holders.......................... 12

Item 5. Other Information............................................................ 12

Item 6. Exhibits and Reports on Form 8-K............................................. 12

Signatures............................................................................13
</TABLE>


                                        2

<PAGE>

                          PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      ACCUPOLL HOLDING CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                  ASSETS                       DECEMBER 31, 2002
                                                               -----------------
CURRENT ASSETS
Cash ...........................................................   $   108,076
Prepaid consulting fees and other ..............................       158,500
                                                                   -----------
TOTAL CURRENT ASSETS ...........................................       266,576

Prepaid consulting fees, net of current portion ................        52,000
Capitalized development costs ..................................       382,226
                                                                   -----------
TOTAL ASSETS ...................................................   $   700,802
                                                                   ===========

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses ..........................   $   260,781
Related party payables .........................................       463,570
Note payable ...................................................        50,000
                                                                   -----------
TOTAL CURRENT LIABILITIES ......................................       774,351
                                                                   -----------

                       COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common Stock, par value of $.001; 600,000,000 shares authorized;
107,437,007 issued and outstanding .............................       107,437
Common Stock subscription receivable ...........................       (12,500)
Additional paid in capital .....................................     4,911,531
Accumulated deficit during development stage ...................    (5,080,017)
                                                                   -----------
TOTAL STOCKHOLDERS' DEFICIT ....................................       (73,549)
                                                                   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ....................   $   700,802
                                                                   ===========

   See accompanying notes to these condensed consolidated financial statements

                                        3

<PAGE>


<TABLE>
<CAPTION>
                                              ACCUPOLL HOLDING CORP. AND SUBSIDIARY
                                                  (A DEVELOPMENT STAGE COMPANY)

                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                           (UNAUDITED)


                                                  Six months ended                   Three months ended             August 9,2001
                                                    December 31,                        December 31,            (Inception) through
                                              2002              2001              2002              2001         DECEMBER 31, 2002
                                         -------------      -------------     -------------     -------------    -----------------
<S>                                      <C>                <C>               <C>               <C>                <C>
REVENUE ............................     $           0      $           0     $           0     $           0      $           0
                                         -------------      -------------     -------------     -------------      -------------
EXPENSES
     General and administrative ....         1,043,363                  0           568,454                 0          1,770,582
     Professional ..................           173,874                  0            90,344                 0            231,627
     Stock based compensation ......         1,406,400                  0         1,256,000                 0          2,576,269
     Interest ......................            49,000                  0            29,000                 0            323,875
     Research and development ......                 0            176,064                 0           176,064            176,064
                                         -------------      -------------     -------------     -------------      -------------
                                             2,672,637            176,064         1,934,798           176,064          5,078,417
                                         -------------      -------------     -------------     -------------      -------------
NET LOSS BEFORE INCOME TAXES .......        (2,672,637)          (176,064)       (1,934,798)         (176,064)        (5,078,417)
INCOME TAXES .......................               800                  0                 0                 0              1,600
                                         -------------      -------------     -------------     -------------      -------------

NET LOSS ...........................     $  (2,673,437)     $    (176,064)    $  (1,934,798)    $    (176,064)     $  (5,080,017)
                                         =============      =============     =============     =============      =============

BASIC AND DILUTED LOSS PER SHARE         $       (0.03)     $           0     $       (0.02)    $           0      $       (0.07)
                                         =============      =============     =============     =============      =============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING .................       104,556,788         61,301,839       105,573,045        61,314,420         75,985,541
                                         =============      =============     =============     =============      =============


                           See accompanying notes to these condensed consolidated financial statements
</TABLE>

                                                               4

<PAGE>

<TABLE>
<CAPTION>
                                              ACCUPOLL HOLDING CORP. AND SUBSIDIARY
                                                  (A DEVELOPMENT STAGE COMPANY)
                                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           (UNAUDITED)

                                                                        SIX MONTHS ENDED DECEMBER 31,          August 9, 2001
                                                                        ----------------------------           (Inception) to
                                                                             2002               2001          DECEMBER 31, 2002
                                                                        -----------         -----------      ------------------
<S>                                                                     <C>                 <C>                 <C>
Cash flows from operating activities:
Net Loss .......................................................        $(2,673,437)        $  (176,064)        $(5,080,017)

Adjustments to reconcile net loss to net cash used in
operating activities:
     Estimated fair market value of warrants granted in
               connection with notes payable ...................             20,000                   0             307,500
     Estimated fair market value of options and warrants granted
               for services ....................................          1,217,000                   0           2,030,525
     Estimated fair market value of Common Stock issued for
              services .........................................            229,025                   0             556,369
     Accrued interest related to the conversion of notes payable                  0                   0              16,375
Changes in operating assets and liabilities: ...................
     Accounts payable and accrued expenses .....................            104,491                   0             280,783
     Prepaid consulting fees and other .........................             (2,500)                  0              (2,500)
     Capitalized development costs .............................           (270,260)            (37,718)           (382,226)
     Related party payables ....................................            362,550             213,862             513,570
                                                                        -----------         -----------         -----------
Net cash used in operating activities: .........................         (1,013,131)                 80          (1,759,621)
                                                                        -----------         -----------         -----------
Cash flows from investing activities
     Issuance of related party note receivable .................                  0                   0            (300,000)
     Proceeds from repayment of note receivable ................            300,000                   0             300,000
                                                                        -----------         -----------         -----------
Net cash provided by investing activities ......................            300,000                   0                   0
                                                                        -----------         -----------         -----------
Cash flows from financing activities:
     Proceeds from issuance of convertible debt ................                  0              62,500             287,500
     Proceeds from the issuance of Common Stock for cash .......            150,000                                 150,000
     Payment of commissions related to equity fund raising .....            (51,000)                  0             (51,000)
     Proceeds from the issuance of note payable ................             50,000                                  50,000
     Proceeds from issuance of Common Stock upon exercise
     of warrants ...............................................            385,048                   0           1,431,197
                                                                        -----------         -----------         -----------
Net cash provided by financing activities ......................            534,048              62,500           1,867,697
                                                                        -----------         -----------         -----------
Net increase (decrease) in cash ................................           (179,083)             62,580             108,076
Cash at beginning of period ....................................            287,159                   0                   0
                                                                        -----------         -----------         -----------
Cash at end of period ..........................................        $   108,076         $    62,580         $   108,076
                                                                        ===========         ===========         ===========
</TABLE>


See accompanying notes to the condensed consolidated financial statements for
additional information relating to non-cash investing and financing activities
concerning prepaid consulting fees, issuance of common stock related to
convertible debt and warrants and related party payables during the periods.


                                        5

<PAGE>

                      ACCUPOLL HOLDING CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING

         The accompanying financial statements have been prepared in accordance
with SEC regulations for interim financial information. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. The unaudited financial statements should, therefore, be read in
conjunction with the financial statements and notes thereto in the Form 10-KSB
annual report of the Company for the year ended June 30, 2002. In the opinion of
management, all adjustments (consisting of normal and recurring adjustments)
considered necessary for a fair presentation have been included. The results of
operations for the three month and six month periods ended December 31, 2002,
are not necessarily indicative of the results that may be expected for the
entire fiscal year.

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

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

         SFAS 148 "Accounting for Stock-Based Compensation - Transition and
Disclosure an amendment of FASB Statement No. 123," is effective for fiscal
years beginning after December 15, 2002. SFAS 148 provides alternataive methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. Management has not determined the effect, if any, of
SFAS 148 on the Company's future financial statements.

         In July 2001, the FASB issued Statements No. 141, " Business
Combinations " ("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets"
("SFAS 142"). SFAS 141 is effective for fiscal years beginning after June 30,
2001 and requires that all business combinations be accounted for by the
purchase method. SFAS 142 provides that all existing and newly acquired goodwill
and certain intangible assets will no longer be amortized but will be tested for
impairment at least annually and written down only when impaired. Additionally,
the FASB has recently issued Statements No. 143, " Accounting for Asset
Retirement Obligations " ("SFAS 143") and No. 144, " Accounting for the
Impairment or Disposal of Long-Lived Assets " ("SFAS 144"). SFAS 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs, and is effective for financial statements issued for fiscal years
beginning after June 15, 2002. SFAS 144 addresses financial accounting and
reporting for the impairment of long-lived assets fand for long-lived assets to
be disposed of, and is effective for financial statements issued for fiscal
years beginning after December 15, 2001 and interim periods within these fiscal
years, with early adoption encouraged. The adoption of SFAS 141, 142, 143 and
144 by the Company did not have a material impact on the Company's financial
statements. Management has not determined the effect on the Company's future
financial statements.

NOTE 3: CAPITALIZED DEVELOPMENT COSTS

         Capitalized development costs consist of the costs paid to and incurred
by a related party for the development of the Voting System. The costs have been
accounted for in accordance with Statement of Financial Accounting Standards
("SFAS") No. 86, "Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed" and SFAS No. 2, "Accounting for Research and
Development Costs". The related asset will be amortized over the applicable
period when the product is available for general release to customers.

NOTE 4:  NOTE PAYABLE

         In December 2002, the Company entered into a note payable (the "Note")
agreement with a third party in the amount of $50,000 accruing interest at 8%,
due in January 2003. The Company is currently renegotiating the repayment of the
Note. Per the Note agreement, the Company issued the noteholder 40,000 warrants
at an exercise price of $1.40 that expire March 31, 2012. See Note 6.

                                        6

<PAGE>

NOTE 5:  COMMITMENTS

         In November 2002, the Company entered into a Location Incentives
Agreement (the "Agreement") with the Amarillo Economic Development Corporation
("AEDC") to establish the Company's customer service center and voting machine
repair operations in Amarillo, Texas. According to the terms of the agreement,
the AEDC will pay the Company $250,000 upon the Company's execution of a lease
for facilities in Amarillo. The funds advanced under this agreement are to be
used solely for the operations in Amarillo. If the Company does not meet certain
minimum employment requirements, as defined, it would be required to repay all
amounts advanced. In connection with the Agreement, the Company granted warrants
to purchase 250,000 shares of the Company's restricted Common Stock at an
exercise price of $1.04 per share, valued at approximately $205,000 (based on
the Black-Scholes pricing model). The warrants are immediately exercisable and
expire in November 2012. (See Note 6)

NOTE 6: STOCKHOLDERS' EQUITY

COMMON STOCK

         In December 2002, the Company issued 8,500 shares of Common Stock
valued at $10,625 (based on the market price on the date of grant) for services
rendered. In connection with this issuance, the Company recorded stock based
compensation expense of $10,625.

         In October 2002, the Company issued 1,539,278 shares of restricted
Common Stock in connection with the exercise of warrants for cash totaling
approximately $190,000.

         In December 2002, the Company issued 816,994 shares of restricted
Common Stock in connection with the exercise of warrants for cash totaling
$100,000.

         In December 2002, the Company issued 666,667 shares of restricted
Common Stock in connection with the exercise of warrants for cash totaling
$40,000.

         In December 2002, the Company issued 100,000 shares of restricted
Common Stock for cash totaling $25,000.

WARRANTS

         In October 2002, the Company granted warrants to purchase 300,000
shares of the Company's restricted Common Stock at an exercise price of $0.06
per share, valued at $252,000 (based on the Black-Scholes pricing model) to a
consultant for services rendered. Such amount is included in stock based
compensation in the accompanying condensed consolidated statements of
operations.

         In October 2002, the Company granted warrants to purchase an aggregate
of 1,320,000 shares of the Company's restricted Common Stock at an exercise
price of $0.06 per share in connection with equity fund raising activities.
These warrants vested upon grant and are exercisable through March 2007. Such
warrants were issued in connection with equity fund raising activities, and
accordingly, there was no related expense recorded in the accompanying financial
statements.

         In October 2002, the Company granted warrants to purchase an aggregate
of 2,973,937 shares of the Company's restricted Common Stock at an exercise
price of $0.12 per share in connection with equity fund raising activities.
These warrants vested upon grant and are exercisable through March 2007. As such
warrants were issued in connection with equity fund raising activities, and
accordingly, there was no related expense recorded in the accompanying financial
statements.

         In October 2002, the Company granted warrants to purchase an aggregate
of 597,278 shares of the Company's restricted Common Stock to AEDC, as noted
above, at an exercise price of $0.24 per share in connection with equity fund
raising activities. These warrants vested upon grant and are exercisable through
March 2007. As such warrants were issued in connection with equity fund raising
activities, and accordingly there was no related expense recorded in the
accompanying financial statements.

         In October 2002, 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 $174,000 (based on the Black-Scholes pricing model) in
connection with the execution of a business development grant agreement. The
warrants are immediately exercisable and expire in November 2012. Such amount is
included in stock based compensation in the accompanying condensed consolidated
statements of operations.


                                        7

<PAGE>

         In November 2002, the Company granted warrants to purchase 1,000,000
shares of the Company's restricted Common Stock at an exercise price of $0.25
per share, valued at $791,000 (based on the Black-Scholes pricing model) in
connection with the execution of a business development grant agreement. The
warrants are immediately exercisable and expire in November 2012. Such amount is
included in stock based compensation in the accompanying condensed consolidated
statements of operations.

         In December 2002, the Company granted warrants to purchase 40,000
shares of the Company's restricted Common Stock at an exercise price of $1.40
per share, valued at $20,000 (based on the pro-rata value using the Black-
Scholes pricing model) in connection with the issuance of a note payable in the
amount of $50,000 (see Note 4). The warrants are immediately exercisable and
expire in November 2012. Such amount is included in interest expense in the
accompanying condensed consolidated statements of operations.

         In December 2002, the Company granted warrants to purchase an aggregate
of 536,608 shares of the Company's restricted Common Stock at an exercise price
of $0.12 per share in connection with equity fund raising activities. These
warrants vested upon grant and are exercisable through March 2007. Such warrants
were issued in connection with equity fund raising activities, and accordingly,
there was no related expense recorded in the accompanying financial statements.

         In December 2002, the Company granted warrants to purchase an aggregate
of 816,994 shares of the Company's restricted Common Stock at an exercise price
of $0.24 per share in connection with equity fund raising activities. These
warrants vested upon grant and are exercisable through March 2007. Such warrants
were issued in connection with equity fund raising activities, and accordingly,
there was no related expense recorded in the accompanying financial statements.

NOTE 7: GOING CONCERN CONSIDERATIONS

         The condensed consolidated financial statements are presented on the
basis that the Company is a going concern which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business over
a reasonable length of time. The Company has incurred significant operating
losses and has used cash in its operations since inception. Most of this cash
was consumed in the development of software and systems infrastructure, and in
organization development and staffing. Additional funding went towards
investment in and protection of intellectual property and towards investment
advisory fees and commissions related to fund raising. At December 31, 2002, the
Company had a deficit in working capital of $507,775, made up of $266,576 in
current assets offset by $774,351 in current liabilities. In addition, the
Company experienced a loss from operations for the six months ended December 31,
2002, of $2,673,437, and had an accumulated deficit of $5,080,017 at that date.

NOTE 8: SUBSEQUENT EVENTS

COMMON STOCK

         In January 2003, the Company issued 20,000 shares of Common Stock
valued at $28,000 (based on the market price on the date of grant) for services
rendered.

STOCK OPTIONS

         In January 2003, the Company granted options to purchase 400,000 shares
of the Company's restricted Common Stock at an exercise price of $1.35 (which
was equal to the market price on the date of grant) in connection with an
employment agreement. Per the agreement, 40,000 of the shares vest immediately
and the remaining vest at a rate of 10,000 shares per month.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         OR PLAN OF OPERATIONS

IN ADDITION TO HISTORICAL INFORMATION, MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS INCLUDES CERTAIN FORWARD-LOOKING STATEMENTS, INCLUDING, BUT
NOT LIMITED TO, THOSE RELATED TO THE GROWTH AND STRATEGIES, FUTURE OPERATING
RESULTS AND FINANCIAL POSITION AS WELL AS ECONOMIC AND MARKET EVENTS AND TRENDS
OF THE COMPANY. ALL FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY, INCLUDING
SUCH STATEMENTS HEREIN, INCLUDE MATERIAL RISKS AND UNCERTAINTIES AND ARE SUBJECT
TO CHANGE BASED ON FACTORS BEYOND THE CONTROL OF THE COMPANY. ACCORDINGLY, THE
COMPANY'S ACTUAL RESULTS AND FINANCIAL POSITION COULD DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENT AS A RESULT OF
VARIOUS FACTORS, INCLUDING

                                        8

<PAGE>

WITHOUT LIMITATION FACTORS DESCRIBED IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION REGARDING RISKS AFFECTING THE COMPANY'S
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

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

GENERAL

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

PLAN OF OPERATIONS

         The Company intends to specialize in selling touch-screen voting
systems primarily to counties throughout the United States. Secondary markets
include a scaled-down version of the products, and an international version of
the products.

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

DEVELOPMENT STAGE

         The Company is in the development stage. During the six month period
ended December 31, 2002, the Company did not generate any revenues, and the
Company continued its efforts to control operating expenses and conserve working
capital. Additional capital will be needed for the Company to continue its
operations and to invest in expansion and diversification of its product
offerings and future marketing activities. Management anticipates that it will
begin to generate revenues by the summer of 2003. Management expects that cash
flow from operations, supplemented by future debt and equity financings, will
enable the Company to meet its need for working capital and to continue as a
going concern.

HISTORY

         On May 20, 2002, Western International Pizza Corporation ("WIPC")
entered into a Stock Exchange Agreement (the "Agreement") with AccuPoll, Inc.
("AccuPoll") in a tax-free share exchange under Section 368(a)(1)(B) of the
Internal Revenue Code. Such transaction was accounted for as reorganization. In
May 2002, and pursuant to a Certificate filed with the Nevada Secretary of
State, WIPC effected a 1 for 5 reverse split of all the outstanding Common Stock
and outstanding warrants of AccuPoll were exchanged for shares of WIPC. By
virtue of the Agreement, the stockholders of AccuPoll acquired 75,500,000 shares
of post-split restricted Common Stock of WIPC. The name of WIPC was also changed
to AccuPoll Holding Corp.

         Management has accounted for this stock exchange as a capital stock
transaction. Accordingly, the stock exchange has been reported as a
recapitalization of the Company, which is considered the acquirer for accounting
purposes (a "reverse acquisition"), through its former stockholders, the Company
is deemed the acquirer for accounting purposes because of (a) its majority
ownership of WIPC; (b) its representation on WIPC's board of directors; and (c)
executive management positions held by former officers of the Company.

LIQUIDITY AND CAPITAL RESOURCES

         Our projections of future cash needs and cash flows are subject to
substantial uncertainty. Current cash and cash equivalents and cash that may be
generated from operations will not be sufficient to meet our anticipated cash
needs for the next 12 months. Accordingly, we are dependent on raising
additional financing in order to continue operations. We will seek to sell
additional equity or debt securities in order to fund our cash needs. The sale
of additional equity or equity-related securities would result in additional
dilution to our stockholders. In addition, we will from time to time

                                        9

<PAGE>



consider the acquisition of or investment in complementary businesses, products,
services and technologies, which might impact our liquidity requirements or
cause us to issue additional equity or debt securities. There can be no
assurance that financing will be available in amounts or on terms acceptable to
us, if at all.

         The Company's cash was $108,076 as of December 31, 2002.

INFLATION

         The Company believes that inflation has not had a material impact on
its results of operations for the six months ended December 31, 2002, nor for
the six months ended December 31, 2001.

GOING CONCERN

         The 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.

         At December 31, 2002, the Company had a deficit in working capital of
$507,775 a loss from operations for the six months ended December 31, 2002, of
$2,673,437, and an accumulated deficit of $5,080,017.

NEED FOR ADDITIONAL FINANCING

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

ITEM 3.  CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and Chief Financial
Officer/Principal Accounting Officer (collectively, the "Certifying Officers")
are responsible for establishing and maintaining disclosure controls and
procedures for the Company. Such officers have concluded (based upon their
evaluation of these controls and procedures as of a date within 90 days of the
filing of this report) that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
this report is accumulated and communicated to the Company's management,
including its principal executive officers as appropriate, to allow timely
decisions regarding required disclosure.

         The Certifying Officers also have indicated that there were no
significant changes in the Company's internal controls or other factors that
could significantly affect such controls subsequent to the date of their
evaluation, and there were no corrective actions with regard to significant
deficiencies and material weaknesses.

                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES

         The Company issued the following unregistered securities during the
three month period ended December 31, 2002.





                                       10

<PAGE>

COMMON STOCK

         In October 2002, the Company issued 1,414,272 shares of restricted
Common Stock to Lemanik S.A. in connection with the exercise of warrants for
cash totaling approximately $169,712.64 in reliance upon Regulation S under the
Securities Act of 1933.

         In December 2002, the Company issued 1,350,497 shares of restricted
Common Stock to BSI in connection with the exercise of warrants for cash
totaling $162,060 in reliance upon Regulation S under the Securities Act of
1933.

         In December 2002, the Company issued 666,667 shares of restricted
Common Stock to Sascha Wullschleger in connection with the exercise of warrants
for cash totaling $40,000 in reliance upon Regulation S under the Securities Act
of 1933.

         In December 2002, the Company issued 100,000 shares of restricted
Common Stock to George Paclik for cash totaling $25,000 in reliance upon
Regulation S under the Securities Act of 1933.

         In December 2002, the Company issued 8,500 shares of Common Stock to
William Leftwich for services valued at $11,500 in reliance upon Section 4(2) of
the Securities Act of 1933.

WARRANTS

         In October 2002, the Company granted warrants to purchase 300,000
shares of the Company's restricted Common Stock to Sascha Wullschleger at an
exercise price of $0.06 per share, valued at $252,000 (based on the Black-
Scholes pricing model) to a consultant in reliance upon Regulation S under the
Securities Act of 1933. Such amount is included in stock based compensation in
the accompanying condensed consolidated statements of operations.

         In October 2002, the Company granted warrants to purchase an aggregate
of 1,448,111 shares of the Company's restricted Common Stock to Southhampton
Ltd. at exercise prices of $0.06 to $0.12 per share in connection with equity
fund raising activities in reliance upon Regulation S under the Securities Act
of 1933. These warrants vested upon grant and are exercisable through March
2007. Such warrants were issued in connection with equity fund raising
activities, and accordingly there was no related expense recorded in the
accompanying financial statements.

         In October 2002, the Company granted warrants to purchase an aggregate
of 2,973,937 shares of the Company's restricted Common Stock to Lemanik S.A. at
an exercise price of $0. 12 per share in connection with equity fund raising
activities in reliance upon Regulation S under the Securities Act of 1933. These
warrants vested upon grant and are exercisable through March 2007. Such warrants
were issued in connection with equity fund raising activities, and accordingly
there was no related expense recorded in the accompanying financial statements.

         In October 2002, the Company granted warrants to purchase an aggregate
of 597,278 shares of the Company's restricted Common Stock to Lemanik S.A. at an
exercise price of $0.24 per share in connection with equity fund raising
activities in reliance upon Regulation S under the Securities Act of 1933. These
warrants vested upon grant and are exercisable through March 2007. Such warrants
were issued in connection with equity fund raising activities, and accordingly
there was no related expense recorded in the accompanying financial statements.

         In October 2002, the Company granted warrants to purchase 250,000 share
of the Company's restricted Common Stock to Amarillo Economic at an exercise
price of $1.04 per share, valued at $174,000 (based on the Black- Scholes
pricing model) in connection with the execution of a business development grant
agreement in reliance upon Section 4(2) under the Securities Act of 1933. The
warrants are immediately exercisable and expire in November 2012. Such amount is
included in stock based compensation in the accompanying condensed consolidated
statements of operations.

         In November 2002, the Company granted warrants to purchase 1,000,000
share of the Company's restricted Common Stock to George Paclik at an exercise
price of $0.25 per share, valued at $791,000 (based on the Black-Scholes pricing
model) in connection with the execution of a business development grant
agreement in reliance upon Regulation S under the Securities Act of 1933. The
warrants are immediately exercisable and expire in November 2012. Such amount is
included in stock based compensation in the accompanying condensed consolidated
statements of operations.

         In December 2002, the Company granted warrants to purchase 40,000 share
of the Company's restricted Common Stock to Frank Ehret at an exercise price of
$1.40 per share, valued at $20,000 (based on the pro-rata value using the
Black-Scholes pricing model) in connection with the issuance of a note payable
in the amount of $50,000 (see Note 4) in reliance upon Section 4(2) under the
Securities Act of 1933. The warrants are immediately exercisable and expire in
November 2012. Such amount is included in stock based compensation in the
accompanying condensed

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<PAGE>

consolidated statements of operations.

         In December 2002, the Company granted warrants to purchase an aggregate
of 1,758,994 shares of the Company's restricted Common Stock to BSI at exercise
prices of $0.12 to $0.24 per share in connection with equity fund raising
activities in reliance upon Regulation S under the Securities Act of 1933. These
warrants vested upon grant and are exercisable through March 2007. As such
warrants were issued in connection with equity fund raising activities, and
accordingly there was no related expense recorded in the accompanying financial
statements.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

          None

ITEM 5.  OTHER INFORMATION

         The Company shares office space with Web Tools International, Inc.
("WTI"), an affiliate of the Company. In November 2002, WTI entered into a
sublease for approximately 5,000 square feet of office space, of which the
Company is the guarantor. Per the sublease, WTI is to pay approximately $6,750
per month through September 2003.

         In November 2002, the Company entered into a Location Incentives
Agreement (the "Agreement") with the Amarillo Economic Development Corporation
("AEDC") to establish the Company's customer service center and voting machine
repair operations in Amarillo, Texas. According to the terms of the agreement,
the AEDC will pay the Company $250,000 upon the Company's execution of a lease
for facilities in Amarillo. The funds advanced under this agreement are to be
used solely for the operations in Amarillo. If the Company does not meet certain
minimum employment requirements, as defined, it would be required to repay all
amounts advanced. In connection with the Agreement, the Company granted warrants
to purchase 250,000 shares of the Company's restricted Common Stock at an
exercise price of $1.04 per share, valued at approximately $205,000 (based on
the Black-Scholes pricing model). The warrants are immediately exercisable and
expire in November 2012.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (1) Reports on Form 8-K:

              The Company did not file any current reports on Form 8-K during
the three month period ended December 31, 2002.

         (2)      Exhibits

                  10.1     Consulting Agreement with Chet Noblett
                  99.1     Certification of Dennis Vadura
                  99.2     Certification of Craig A. Hewitt
                  99.3     Certification of Dennis Vadura and Craig A. Hewitt



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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.

February 14, 2003

AccuPoll Holding Corp.

By: /s/ Dennis Vadura                         By: /s/ Craig A. Hewitt
-------------------------------              ---------------------------------
Dennis Vadura                                Craig A. Hewitt, Chief Financial
Chairman of the Board, President             Officer and Principal Financial
and Chief Executive Officer                  and Accounting Officer



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