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 September 30, 2003

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

                                THE EXCHANGE ACT

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

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

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

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

                                 (949) 200-4000
                         (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 1. FINANCIAL STATEMENTS


                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
               CONDENSED CONSOLIDATED BALANCE SHEETS - AS RESTATED
--------------------------------------------------------------------------------

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

TOTAL CURRENT ASSETS                                                                 336,441              146,706

      Capitalized software development costs                                       1,764,229            1,403,899
                                                                                 -----------          -----------
      TOTAL ASSETS                                                               $ 2,100,670          $ 1,550,605
                                                                                 ===========          ===========
                   LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Accounts payable and accrued expenses                                      $ 1,157,474          $   931,503
      Related party payables                                                         934,430              872,940
      Subordinated debt                                                              208,333                   --
      Convertible debt, net of discount                                              110,033                   --
      Notes payable to related parties                                               225,000              175,000
                                                                                 -----------          -----------

TOTAL LIABILITIES                                                                  2,635,270            1,979,443
                                                                                 -----------          -----------

      Put liability related to warrant issuance                                      163,760              113,750
      Equity instruments subject to rescission                                     5,147,872            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; 114,274,215 and 112,945,963 shares issued
        and outstanding, repectively                                                 114,274              112,946
      Additional paid in capital                                                   2,907,331            2,222,580
      Deficit accumulated during the development stage                            (8,867,837)          (7,255,147)
                                                                                 -----------          -----------

TOTAL STOCKHOLDERS' DEFICIT                                                       (5,846,232)          (4,919,621)
                                                                                 -----------          -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                $ 2,100,670          $ 1,550,605
                                                                                 ===========          ===========
</TABLE>

--------------------------------------------------------------------------------
Page F-1          See notes to these condensed consolidated financial statements

<PAGE>
                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - AS RESTATED
         For The Three Month Periods Ended September 30, 2003 and 2002
 and For The Period From August 9, 2001 (Inception) Through September 30, 2003
--------------------------------------------------------------------------------

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

EXPENSES
      General and administrative          915,290                333,929             4,747,501
      Professional fees                    87,327                 83,530             3,655,424
      Interest                            610,073                179,400               943,848
      Research and development                 --                     --               176,064
                                    -------------          -------------         -------------
                                        1,612,690                596,859             9,522,837
                                    -------------          -------------         -------------

NET LOSS                            $  (1,612,690)         $    (596,859)        $  (9,522,837)
                                    =============          =============         =============
BASIC AND DILUTED LOSS
    PER COMMON SHARE                $       (0.02)         $       (0.01)        $       (0.10)
                                    =============          =============         =============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                113,236,887            103,540,532            92,863,652
                                    =============          =============         =============
</TABLE>

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

<PAGE>

                             ACCUPOLL HOLDING CORP.
                          (A Development Stage Company)
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - AS RESTATED
          for the Three Month Periods Ended September 30, 2003 and 2002
  And For The Period From August 9, 2001 (Inception) Through September 30, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                Inception Through
                                                                                     2003             2002      September 30, 2003
Cash flows from operating activities:                                             (Unaudited)      (Unaudited)      (Unaudited)
                                                                                  -----------      -----------      -----------
<S>                                                                               <C>              <C>              <C>
     Net loss                                                                     $(1,612,690)     $  (596,859)     $(9,522,837)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
         Amortization of estimated fair value of warrants granted
           and beneficial conversion feature in connection with the
           issuance of a convertible note payable                                     110,033               --          417,533
         Amortization of beneficial conversion feature in connection
           with the issuance of a subordinated convertible note payable               500,000               --          500,000
         Estimated fair value of options and warrants granted for services            168,000               --        3,748,609
         Vesting of previously issued stock options                                   136,545               --          136,545
         Estimated fair value of common stock issued for services                      32,930          179,400          857,864
         Accrued interest related to the conversion of notes payable                       --               --           16,375
         Write off of subscription receivable                                              --               --           12,500
         Write off of prepaid consulting                                                   --               --          286,000
         Changes in operating assets and liabilities:
            Prepaid expenses                                                          (37,765)          (2,500)         (40,265)
            Accounts payable and accrued expenses                                     225,971           48,477        1,157,474
            Related party payables                                                     61,490          141,780          222,510
                                                                                  -----------      -----------      -----------

     Net cash used in operating activities                                           (415,486)        (229,702)      (2,207,692)
                                                                                  -----------      -----------      -----------
Cash flows from investing activities:
     Increase in deferred acquisition costs                                           (81,000)              --         (225,206)
     Increase in capitalized software development costs                              (360,330)        (265,905)      (1,002,309)
     Proceeds from related party note receivable                                           --          300,000               --
                                                                                  -----------      -----------      -----------

     Net cash (used in) provided by investing activities                             (441,330)          34,095       (1,227,515)
                                                                                  -----------      -----------      -----------
Cash flows from financing activities:
     Proceeds from the issuance of notes payable to related parties                    50,000               --          225,000
     Proceeds from issuance of subordinated convertible debt                          500,000               --          500,000
     Proceeds from issuance of convertible debt                                       200,000               --          537,500
     Proceeds from the issuance of common stock                                        25,000           25,000          853,632
     Proceeds from issuance of common stock upon exercise of warrants                 152,786           56,640        1,671,989
     Commissions paid for fund raising activities                                          --          (51,000)        (281,944)
                                                                                  -----------      -----------      -----------

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

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

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

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
See accompanying notes to the condensed  consolidated  financial  statements for
additional  information  relating to non-cash investing and financing activities
concerning the issuance of common stock related to convertible debt and warrants
and beneficial conversion features.
--------------------------------------------------------------------------------
Page F-3          See notes to these condensed consolidated financial statements
<PAGE>
                      ACCUPOLL HOLDING CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 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 described in Note 2, consist only
of  normal  and  recurring   adjustments)   considered   necessary  for  a  fair
presentation  have been included.  The results of operations for the three month
period ended  September 30, 2003 are not  necessarily  indicative of the results
that may be expected for the entire fiscal year.

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
invested 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 September 30, 2003, the Company
had a deficit in working  capital  approximating  $2,299,000.  In addition,  the
Company  experienced a loss from operations for the three months ended September
30,  2003,  approximating  $1,613,000,  and a  deficit  accumulated  during  the
development stage approximating $8,868,000 at that date.

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

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

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

AccuPoll Holding Corp., a Nevada Corporation,  does business principally through
its wholly owned subsidiary, AccuPoll, Inc., which was incorporated on August 9,
2001 in Delaware.  The entities named in the preceding sentence are collectively
referred to herein as the "Company".

The  Company  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 AccuPoll, Inc. in May 2002 and is quoted on the OTC Bulletin Board
under the  symbol  "ACUP" The  Company  is  classified  as a  development  stage
company.

Page F-4
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

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

As of September  30, 2003,  the Company has not adopted a  stock-based  employee
compensation  plan.  The  Company  accounts  for  stock-based   compensation  to
employees  under  the  recognition  and  measurement  principles  of  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 September 30,
2003 or 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.

                                                        Three Months Ended
                                                           September 30,
                                                    --------------------------
                                                        2003           2002
                                                    -----------    -----------
Net loss available to common
   stockholders, as reported *                      $(1,751,690)   $  (607,859)
Pro forma compensation expense                         (355,000)       (14,000)
                                                    -----------    -----------
Pro forma net loss available to
   common stockholders                              $(2,106,690)   $  (621,859)
                                                    ===========    ===========
Loss per common share, as reported
   Basic and diluted                                $     (0.02)   $     (0.01)
                                                    ===========    ===========
Loss per common share, pro forma
   Basic and diluted                                $     (0.02)   $     (0.01)
                                                    ===========    ===========

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

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

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

Page F-5
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003
                                   (UNAUDITED)

NOTE 1: BASIS OF REPORTING (continued)

Loss Per Common Share
---------------------

Under SFAS No. 128,  "Earnings per Share," basic  earnings per share is computed
by dividing net income available to common shareholders by the  weighted-average
number  of  common  shares  assumed  to be  outstanding  during  the  period  of
computation.  Diluted  earnings  per common  share is computed  similar to basic
earnings per common share  except that the  denominator  is increased to include
the number of additional  common shares that would have been  outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive  (approximating  31,700,000 and 28,200,000 shares at September 30, 2003
and 2002, respectively), based on the Treasury Stock method. Because the Company
has  incurred  net losses,  basic and diluted  loss per common  share are equal,
since additional potential common shares would be anti-dilutive.

                                                   THREE MONTHS ENDED SEPT. 30,
                                                   ----------------------------
                                                        2003           2002
                                                   -------------  -------------
Net loss available to common stockholders          $  (1,612,690) $    (596,859)
Interest related to equity instruments
  subject to rescission                                 (139,000)       (11,000)
                                                   -------------  -------------
Dilutive net loss available to
  common stockholders                              $  (1,751,690) $    (607,859)
                                                   =============  =============

Shares used to compute basic and diluted
   loss per common share:
   Weighted-average common shares                    113,236,887    103,540,532
                                                   =============  =============
   Basic and diluted loss per common share:        $       (0.02) $       (0.01)
                                                   =============  =============

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

Certain  reclassifications  have  been  made  to the  2002  financial  statement
presentation to conform to the current year's 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 Financial  Accounting  Standards Board ("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

Page F-6
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003
                                   (UNAUDITED)

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.

The Company is associated  with Web Tools  International,  Inc.  ("WTI") through
common  ownership;  in  addition,  the  Company is a major  customer  of WTI 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.

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 is amending its June 30, 2003 Form 10-KSB, and its December 31, 2003
Form 10-Q to (a) restate the balance  sheets as of those dates and (b)  disclose
the  contingent  liability  for  the  possible  rescission  of the  transactions
described  below.  The  accompanying  September  30,  2003  and  June  30,  2003
consolidated balance sheets included in this filing reflect such adjustment.

Approximately  22 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 September 30, 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  approximated
$0.23 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 $5.1 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 rescission  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  $5.1
million as "mezzanine  equity" in the accompanying  September 30, 2003 condensed
consolidated balance sheet.

Approximately  8.5  million  shares  of the  Company's  common  stock  issued in
connection with the acquisition of Z Prompt with an issuance date estimated fair
value of  approximately  $1.8  million,  have been  excluded  from the mezzanine
equity  amount,  as the  acquisition  was not recorded at September 30, 2003 for
reasons described in Note 8.

Page F-7
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company  received  federal  qualification of its Voting System in March 2004
and will begin amortizing the related  capitalized  software  development  costs
over a period of twelve months in April 2004.

NOTE 4: 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 are due six months from the receipt of proceeds,  with
semi-annual  interest  payments on the  outstanding  balance.  The  Subordinated
Convertible  Note may be converted into common stock of the Company at $0.30 per
share, at any time at the option of the noteholder.

A beneficial conversion feature  approximating  $500,000 was recorded during the
period ended September 30, 2003. Such discount was amortized to interest expense
during the three months ended September 30, 2003 as the subordinated convertible
note was convertible upon issuance.  The outstanding balance of the Subordinated
Convertible  Note at September 30, 2003 was $500,000.  In the  originally  filed
Form 10-Q, only $208,333 of the related BCF was charged to interest expense, but
as the  Subordinated  Convertible Note was immediately  convertible,  the entire
amount has been expensed in the three month period ended September 30, 2003.

NOTE 5: CONVERTIBLE NOTE PAYABLE

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

Page F-8
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003
                                   (UNAUDITED)

NOTE 5: CONVERTIBLE NOTE PAYABLE (continued)

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

The Company  recorded the relative fair value of the warrant and the  beneficial
conversion  feature,  which total  $200,000  as a debt  discount.  The  discount
associated with the warrants will be amortized to interest expense over the term
of the Convertible Note. The discount associated with the beneficial  conversion
feature was insignificant  and amortized to interest expense upon issuance.  The
outstanding   balance  of  the  Convertible  Note  at  September  30,  2003  was
approximately  $110,000,  net of an unamortized  debt discount of  approximately
$140,000.

NOTE 6: 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 has been expensed in the consolidated
statement of operations for the year ended June 30, 2003. In connection with the
issuance,  the warrant holder may cause the Company to re-purchase  any warrants
not  previously  exercised by the warrant holder on or after June 2006 for $0.46
per share. Accordingly, a related liability of $113,750 has been recorded in the
accompanying consolidated balance sheets, representing the Company's re-purchase
liability.

NOTE 7: STOCKHOLDERS' EQUITY

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

During the year ended June 30,  2003,  the Company  entered into an agreement to
issue 71,529 shares of Series A Preferred Stock as collateral for potential loan
proceeds   approximating   $6,300,000   ("Secured   Notes"),   less   applicable
commissions.  Subsequent  to June 30, 2003,  the agreement was cancelled and the
holders of the related  shares of Series A have  agreed to return  such  shares.
Accordingly,   these  shares  are  not  accounted  for  as  outstanding  in  the
accompanying condensed consolidated balance sheets.

Page F-9
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003
                                   (UNAUDITED)

NOTE 7: STOCKHOLDERS' EQUITY (continued)

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

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

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

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

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

In  August  2003,  the  Company  issued  7,000,000  shares  of  common  stock as
collateral  for  potential  loan  proceeds  approximating  $1,652,000  ("Secured
Note"),  less  applicable  commissions.  As of May 31,  2004,  the  Company  had
cancelled such transaction.  Accordingly,  these shares are not accounted for as
outstanding during any period presented.

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

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

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

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

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

Page F-10
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003
                                   (UNAUDITED)

NOTE 7: STOCKHOLDERS' EQUITY (CONTINUED)

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

NOTE 8: ACQUISITION

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

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.  During the three month period ended  September 30,
2003, the Company  advanced Z prompt $81,000 in connection with the acquisition;
such  advances  have  been  recorded  as  deferred   acquisition  costs  in  the
accompanying  condensed consolidated balance sheet, due to the contingency noted
below, which existed at September 30, 2003.

The agreement between AccuPoll and the Z prompt  stockholders  provided that the
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 not  obtained  as of that  date.
Accordingly,  the Z prompt acquisition has not been recorded in the accompanying
September 30, 2003 condensed consolidated financial statements.  As of September
30, 2003, the Company has issued  approximately  8,533,000  shares of its common
stock in connection  with the  acquisition,  which have not been recorded in the
accompanying  September 30, 2003 condensed consolidated financial statements due
to such contingency.

In October 2003, the Company obtained product  certification  from Wyle Labs and
therefore, effective November 1, 2003, the Company will consolidate the accounts
of Z Prompt, Inc. in all future filings.

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

NOTE 9: SUBSEQUENT EVENT - 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.

Page F-11
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003
                                   (UNAUDITED)

NOTE 9: SUBSEQUENT EVENT - BANKRUPTCY FILING OF WHOLLY OWNED SUBSIDIARY Z PROMPT

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 the Company's 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.

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.

Page F-12
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003
                                   (UNAUDITED)

NOTE 9: SUBSEQUENT EVENT - BANKRUPTCY FILING OF WHOLLY OWNED SUBSIDIARY Z PROMPT

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-13
<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" below.

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 after our development stage is completed.

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")  was a  development-stage
company at September  30, 2003 that 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 September 30, 2003,  we have not  generated  any revenues from  operations
since the inception of AccuPoll, Inc., our wholly owned operating subsidiary, in
August  2001.  We do not  expect to report  any  significant  revenue  until the
successful  development  and marketing of our DRE voting  system.  Additionally,
after the launch of our


                                       1

<PAGE>

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 have 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

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

Professional  fees for the quarter ended  September  30, 2003 were  $87,320,  an
increase of 4.5%,  from  professional  fees for the quarter ended  September 30,
2002 of $83,530.

Interest  expenses for the quarter ended  September  30, 2003 was  $610,073,  an
increase of 240.1% from interest  expenses for the quarter  ended  September 30,
2002 of  $179,400.  The  primary  reason for such an  increase is related to the
non-cash  beneficial  conversion charge relating to debt securities issued by us
during the quarter ended September 30, 2003, that have conversion  features that
are at prices below market.

LIQUIDITY AND CAPITAL RESOURCES

From August 2001, the date of our inception, through September 30, 2003, we have
raised gross proceeds  approximating  $3,800,000  from the sale of common stock,
convertible notes and other securities.

Our cash was approximately $71,000 at September 30, 2003.

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 based on the amended agreement. 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 September
30, 2003, we had borrowed  $250,000 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.


                                       2

<PAGE>

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

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

We have  offered  and sold a  substantial  number of shares of common  stock and
warrants and options to purchase  common stock  without  registration  under the
Securities  Act of 1933, as amended,  or  qualification  under state  securities
laws.  If any offer or sale were not exempt from,  or otherwise  not subject to,
federal and state  registration and  qualification  requirements,  the purchaser
would have a number of remedies,  including  the right to rescind the  purchase.
The Securities  Act of 1933, as amended,  requires that any claim for rescission
be  brought  within  one  year  of the  violation.  We have  sold  approximately
16,233,718  shares  of  common  stock  and  warrants  and  options  to  purchase
approximately 12,937, 970 shares of common stock in the United States within one
year of May 31, 2004. The time periods  within which claims for rescission  must
be brought  under state  securities  laws vary and may be two years or more from
the date of the  violation.  We have  sold  approximately  17,143,009  shares of
common  stock and  warrants  and  options to purchase  approximately  14,028,810
shares of common  stock in the United  States  within two years of May 31, 2004.
Further,  we cannot  assure you that  courts will not apply  equitable  or other
doctrines to extend the period within which  purchasers  may bring their claims.
The  number of warrants and options  described  above does not include  warrants
and options to purchase 3,600,000 shares of common stock issued within two years
of May 31, 2004 to our chief executive officer, Dennis Vadura and our president,
Frank  Wiebe and a warrant to  purchase  12,400,000  shares of common  stock for
which the  holder  has  agreed in  writing  that it will not assert any right to
rescission that it may have.  However, we can not assure you that this agreement
is enforceable. See "Risk Factors - Risks Relating to Our Securities".

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

CAPITAL EXPENDITURES

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

GOING CONCERN

Our independent  certified public  accountants have stated in their audit report
included  in our Form  10-KSB/A,  as  filed  with the  Securities  and  Exchange
Commission,  that we have  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.


                                       3

<PAGE>

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 our 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  September 30,
2003. At September 30, 2003, we had accumulated a deficit during the development
stage of approximately $8.9 million from our operations.  We expect that we will
incur  significant  operating losses and negative cash flows from operations for
the  foreseeable   future.   If  our  losses  continue  and  we  are  unable  to
commercialize,  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;


                                       4

<PAGE>

     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.

At September 30, 2003, we were a development  stage company and had generated no
revenues from the sale of our products.  Our limited  operating history makes it
difficult to evaluate our prospects.  With the exception of our AccuPoll  Direct
Recording  Electronic 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;


                                       5

<PAGE>

     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  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


                                       6

<PAGE>

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  $934,430 and $1,567,550,  at September 30, 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.

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.


                                       7

<PAGE>

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

                        RISKS RELATING TO OUR TECHNOLOGY

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

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

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

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


                                       8

<PAGE>

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  September  30, 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.

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.


                                       9

<PAGE>

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

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

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

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

                        RISKS RELATING TO OUR SECURITIES

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

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


                                       10

<PAGE>

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.

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 September 30,
2003 and May 24, 2004, we had 114,274,215 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 September 30, 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.


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<PAGE>

At September 30, 2003,  Dennis Vadura,  our chief executive  officer,  and Frank
Wiebe,  our president,  were the beneficial  owners of  approximately  31.9% and
21.2%  of our  common  stock,  respectively,  without  taking  into  account  an
additional  14.7% of our  common  stock  which  they  share the right to vote by
proxy.  As a result,  Messrs.  Vadura and Wiebe,  acting  together,  are able to
influence all matters requiring stockholder approval,  including the election of
directors and approval of significant corporate  transactions.  The interests of
Messrs.  Vadura and Wiebe may differ  from those of our other  stockholders  and
they may be able to take actions that advance their respective  interests to the
detriment of our other  stockholders.  This ability to exercise control over the
election of the board of directors may discourage,  delay or prevent a merger or
acquisition.

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

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

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

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

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

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.


                                       12

<PAGE>

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.

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
September 30, 2003, a near-term change in interest rates, based on historical


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<PAGE>

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 September 30, 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 September 30, 2003.

There have been no changes in our internal control or financial reporting during
our  quarter  ended  September  30,  2003 that have  materially  affected or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

Subsequent to September 30, 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 September 30, 2003 without registration under the Securities Act of
1933.

COMMON STOCK

In July 2003,  AccuPoll issued 10,000 shares of common stock to a consultant for
services valued at $9,000. We relied upon an exemption from  registration  under
section 4(2) of the Securities Act of 1933 as amended (the "Securities Act").

In August 2003,  AccuPoll  issued  10,000 shares of common stock to a consultant
for services  valued at $11,800.  We relied upon an exemption from  registration
under section 4(2) of the Securities Act.


                                       14

<PAGE>

In September 2003, AccuPoll issued 10,000 shares of common stock to a consultant
for services  valued at $12,100.  We relied upon an exemption from  registration
under Section 4(2) of the Securities Act.

In September 2003,  AccuPoll issued 50,000 shares of common stock to an investor
in exchange for $25,000.  We relied upon an exclusion  from  registration  under
Regulation S of the Securities Act.

In September 2003,  AccuPoll issued  1,248,252 shares of common stock to various
investors in connection  with the exercise of warrants in exchange for $153,000.
We  relied  upon  an  exclusion  from  registration  under  Regulation  S of the
Securities Act.

CONVERTIBLE NOTES

In July 2003, the Company borrowed  $200,000 under an existing  convertible note
payable,  which bears  interest at 10% per annum.  All  borrowings are due on or
before June 30, 2004 with monthly interest payments on the outstanding  balance.
The  Convertible  Note may be converted  into common stock of the Company at the
lesser of: (a) $0.06 per share or (b) 50% of the averaged  three lowest  closing
prices  of the  Company's  common  stock  for the 20  trading  days  immediately
preceding the conversion date, at any time at the option of the noteholder.

WARRANTS

Between  July 2003 to  September  2003,  AccuPoll  issued to  certain  investors
warrants  to  purchase  an  aggregate  of  3,219,969  shares of common  stock at
exercise  prices  ranging  from  $0.12  to $.90 per  share.  We  relied  upon an
exclusion from registration under Regulation S.

In July 2003,  AccuPoll  issued to a consultant a warrant to purchase  6,400,000
shares of common  stock at an exercise  price of $0.0625 per share for  services
valued at $200,000.  We relied upon an exemption from registration under section
4(2) of the Securities Act.

In July 2003,  AccuPoll  issued to a  consultant  a warrant to purchase  300,000
shares  of common  stock at an  exercise  price of $0.90 per share for  services
valued at $168,000.  We relied upon an exemption from registration under section
4(2) of the Securities Act.

OPTIONS

In July 2003,  AccuPoll issued to Jo Ann Zakielarz  options to purchase  600,000
shares of common stock at an exercise  price of $1.54 per share.  We relied upon
an exemption from registration under Section 4(2) of the Securities Act.

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.

COMMISSIONS

From January 2002 to March 31, 2004, Andreea Porcelli,  a member of our board of
directors,  has  assisted us in the  placement  of our  securities  offerings in
Europe. These offerings were excluded from registration under the Securities Act
pursuant to Regulation S. As compensation  for these  services,  in August 2003,
Ms. Porcelli received warrants to purchase 857,493 shares of our common stock at
an exercise price of $.12 per share.  Ms.  Porcelli has directed us to issue all
warrants to Montacino Ltd,  Southampton  Ltd and  Continental  Advisors S.A. Ms.
Porcelli has advised us that she is not a  beneficial  owner or affiliate of any
of these entities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(1)      Reports on Form 8-K:

(2)      Exhibits


                                       15

<PAGE>

         10.1     Convertible  Note,  dated July 2003,  between AccuPoll and Pan
                  American Management

         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

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duty 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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