UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 2)

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _______________ to _______________
     Commission File Number: _______________


                             ACCUPOLL HOLDING CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                15101 RED HILL AVE. SUITE # 220, TUSTIN, CA 92780
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (949) 200-4000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

         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. [X] YES [ ] NO

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

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

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required to be filed by Sections 12, 13 or 15(d) of the  Securities
Exchange Act fo 1934 subsequent to the  distribution of securities  under a plan
confirmed under a plan confirmed by a court. [ ] YES [ ] 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:  186,589,504 shares
of common stock, $.001 par value per share, as of October 14, 2004.

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


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

<TABLE>
<CAPTION>
                                    ASSETS
                                                                                  (Unaudited)
                                                                                September 30, 2004      June 30, 2004
                                                                                ------------------     ---------------
<S>                                                                               <C>                    <C>
CURRENT ASSETS
      Cash                                                                        $    773,961           $    113,789
      Accounts receivable, net                                                         303,895                254,895
      Inventories                                                                      375,548                168,636
                                                                                  ------------           ------------
TOTAL CURRENT ASSETS                                                                 1,453,404                537,320

      Property and equipment, net                                                       14,174                 14,012
      Capitalized software development costs                                         1,855,532              2,544,207
      Other assets                                                                      26,765                 26,246
                                                                                  ------------           ------------

      TOTAL ASSETS                                                                $  3,349,875           $  3,121,785
                                                                                  ============           ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Accounts payable and accrued expenses                                       $  1,693,461           $  1,817,284
      Related party payables                                                         1,214,070              1,228,070
      Unearned revenue                                                                  35,387                 74,628
      Convertible debt, net of discount                                              3,817,100              3,304,600
      Notes payable to related parties                                                  20,000                 30,000
      Put liability related to warrant issuance                                        163,760                163,760
      Liabilities subject to compromise                                                732,470                732,544
                                                                                  ------------           ------------

TOTAL CURRENT LIABILITIES                                                            7,676,248              7,350,886
                                                                                  ------------           ------------

      Equity instruments subject to rescission                                      6,300,000              6,200,000
                                                                                  ------------           ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

      Convertible Series A preferred stock, $0.001 par value,
        80,000 shares authorized, zero shares issued or outstanding
      Common stock, par value of $0.001, 600,000,000 shares authorized;
        183,849,710 and 158,482,171 shares issued and outstanding, respectively        183,850                158,482
      Additional paid in capital                                                    15,511,249             12,046,817
      Accumulated deficit                                                          (26,321,472)           (22,634,400)
                                                                                  ------------           ------------

TOTAL STOCKHOLDERS' DEFICIT                                                        (10,626,373)           (10,429,101)
                                                                                  ------------           ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 $  3,349,875              3,121,785
                                                                                  ============           ============

---------------------------------------------------------------------------------------------------------------------

</TABLE>

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

<PAGE>

                     ACCUPOLL HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          For The Three Month Periods Ended September 30, 2004 and 2003
--------------------------------------------------------------------------------

                                          (Unaudited)
                                  September 30,  September 30,
                                       2004          2003
                                                (As Restated)
                                    ----------    ----------
NET SALES                          $   494,244   $

COST OF SALES                          329,357
                                    ----------    ----------

GROSS PROFIT                           164,887

OPERATING EXPENSES
       General and administrative    1,315,155       915,290
       Professional fees             2,191,277        87,327
                                    ----------    ----------

                                     3,506,432     1,002,617
                                    ----------    ----------


OPERATING LOSS                      (3,341,545)   (1,002,617)

INTEREST EXPENSE, NET                  345,527       610,073
                                    ----------    ----------

NET LOSS                           $(3,687,072)  $(1,612,690)
                                    ==========    ==========
BASIC AND DILUTED LOSS
    PER COMMON SHARE               $     (0.02)  $     (0.02)
                                    ==========    ==========
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING             175,165,060   113,236,887
                                    ==========    ==========

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

<PAGE>

--------------------------------------------------------------------------------

                             ACCUPOLL HOLDING CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Three Month Periods Ended September 30, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                            (Unaudited)
                                                                                       2004                2003
                                                                                -----------------   -----------------
<S>                                                                             <C>                 <C>

Cash flows from operating activities:
     Net loss                                                                       $ (3,687,072)       $ (1,612,690)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
         Depreciation and amortization                                                   693,874                   -
         Amortization of estimated fair value of warrants
            granted and beneficial conversion feature in connection with
            the issuance of convertible notes payable                                          -             110,033
         Amortization of beneficial conversion feature in connectionn
            with the issuance of subordinated convertible notes                                -             500,000
         Beneficial conversion feature expense                                           312,500                   -
         Estimated fair value of options and warrants granted
            for services                                                                       -             168,000
         Vesting of previously issued stock options                                            -             136,545
         Estimated fair value of common stock issued
            for services                                                                       -              32,930
         Options and warrants granted for services                                     1,462,900                   -
         Changes in operating assets and liabilities:
            Accounts receivable                                                          (49,000)                  -
            Inventories                                                                   68,863                   -
            Prepaid expenses and other assets                                           (276,294)            (37,765)
            Accounts payable and accrued expenses                                       (123,823)            225,971
            Related party payables                                                       (14,000)             61,490
            Deferred income                                                              (39,241)                  -
                                                                                -----------------   -----------------

     Net cash used in operating activities                                            (1,651,293)           (415,486)
                                                                                -----------------   -----------------

Cash flows from investing activities:
     Increase in deferred acquisition costs                                                    -             (81,000)
     Increase in capitalized software development costs                                   (5,361)           (360,330)
                                                                                -----------------   -----------------

     Net cash used in investing activities                                                (5,361)           (441,330)
                                                                                -----------------   -----------------

Cash flows from financing activities:
     Proceeds from the issuance of notes payable to related parties                            -              50,000
     Principal payments on notes payable to related parties                              (10,000)                  -
     Proceeds from issuance of convertible subordinated debt                                   -             500,000
     Proceeds from issuance of convertible notes payable                                 512,500             200,000
     Proceeds from the issuance of common stock, net of commissions                    1,774,896              25,000
     Proceeds from issuance of common stock upon exercise of warrants,
       net of commissions                                                                 39,430             152,786
                                                                                -----------------   -----------------

     Net cash provided by financing activities                                         2,316,826             927,786
                                                                                -----------------   -----------------

Net increase in cash                                                                     660,172              70,970

Cash at beginning of period                                                              113,789                   -
                                                                                -----------------   -----------------

Cash at end of period                                                           $        773,961    $         70,970
                                                                                =================   =================


Supplemental disclosure of non-cash financing and operating activities

See accompanying notes to the condensed consolidated financial statements for additional information relating to non-cash investing
and financing activities.

------------------------------------------------------------------------------------------------------------------------------------
Page F-3

</TABLE>


<PAGE>

NOTE 1: BASIS OF REPORTING

The accompanying  condensed consolidated financial statements have been prepared
in accordance with the Securities and Exchange  Commission's ("SEC") regulations
for interim financial information.  Accordingly,  they do not include all of the
disclosures  required by accounting  principles generally accepted in the United
States of  America  ("GAAP")  for  complete  set of  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-K/A  annual  report of the Company,  as amended,  for the year ended
June 30, 2004. In the opinion of management, all adjustments (which 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, 2004 are not  necessarily  indicative of the results
that may be expected for the entire fiscal year.

GOING CONCERN CONSIDERATIONS

The accompanying  condensed  consolidated  financial statements are presented on
the basis that the Company will continue as a going  concern which  contemplates
the  realization of assets and the  satisfaction  of liabilities in the ordinary
course of business  over a reasonable  length of time.  The Company has incurred
significant  operating  losses  and has used  cash in its  operations  since its
inception.  Most of this cash was  expended in the  development  of software and
systems infrastructure and in organization development and staffing. Other funds
were invested in the development and protection of  intellectual  property,  and
financial investment advisory fees and commissions related to fund raising.

At September  30, 2004,  the Company has an  accumulated  deficit  approximating
$26,321,000. Further, the Company has not generated any revenues from its Voting
System   operations,   and  there  is  no  assurance  of  any  future  revenues.
Consequently,  the  Company  will  require  substantial  additional  funding for
continuing the development, obtaining regulatory approval, and commercialization
of its product.  There is no  assurance  that the Company will be able to obtain
sufficient  additional funds when needed or that such funds, if available,  will
be obtainable on terms satisfactory to the Company.

Management has taken actions to address these matters, which include:

     o    Retention of experienced  management  personnel with particular skills
          in the commercialization of such products;

     o    Attainment  of  technology  to develop such  products  and  additional
          products; and

     o    Raising  additional  funds  through  the  sale of debt  and/or  equity
          securities.

Federal, State and various foreign government regulations govern the sale of the
Company's products.  There can be no assurance that the Company will receive the
regulatory approval required to market its proposed products.

The Company has incurred losses through September 30, 2004, had negative working
capital  at  that  date  of  approximately  $6.2  million,  and  has a  lack  of
operational  history which,  among other factors,  raise substantial doubt about
its  ability  to  continue  as a going  concern.  The  Company  intends  to fund
operations through sales of the Voting System, but there is no commitment by any
entities  for the purchase of any of the  proposed  products.  In the absence of
significant sales and profits, the Company may seek to raise additional funds to
meet its working  capital  requirements  through  debt and/or  equity  financing

Page F-4
<PAGE>

arrangements.  Management believes that such arrangements, combined with the net
proceeds  from  planned  capital  transactions  will be  sufficient  to fund the
Company's   capital   expenditures,   working   capital  needs  and  other  cash
requirements for the year ending June 30, 2005. The successful outcome of future
activities cannot be determined at this time, and there is no assurance that, if
achieved,  the  Company  will have  sufficient  funds to  execute  its  intended
business plan or generate positive operating results.

These circumstances,  combined with other potential  liabilities  (including the
liability  discussed  in Note 2) raise  substantial  doubt  about the  Company's
ability to continue as a going concern. The accompanying  consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

PRINCIPLES OF CONSOLIDATION

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of AccuPoll  Holding Corp. (a Nevada  Corporation) and its wholly owned
subsidiaries, AccuPoll, Inc. and Z Prompt, Inc. ("Z Prompt"). In accordance with
Financial Accounting Standards Board ("FASB") Interpretation ("FIN") No. 46, the
accounts of Web Tools International, Inc. ("WTI") have not been consolidated for
the three months ended September 30, 2004 (see "De-Consolidation of WTI" below).
All significant  inter-company balances and transactions have been eliminated in
consolidation.

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

As discussed in Note 3, Z Prompt filed for bankruptcy  protection in March 2004.
The accompanying financial statements do not include any adjustments that may be
required in connection with restructuring Z Prompt, as it proposes to reorganize
under Chapter 11 of the  Bankruptcy  Code. In addition,  as described  elsewhere
herein,  the Company and certain of its officers and principal  stockholders are
presently  involved in civil  litigation  with certain former  stockholders  and
officers of Z prompt.  Management has determined that it would not be meaningful
to de-consolidate  the accounts of Z prompt at this time because the Company (a)
has a substantial  negative investment in Z prompt as of September 30, 2004, and
(b) expects to re-gain control of this subsidiary  based on the expectation that
Z prompt will be able to  negotiate a confirmed  reorganization  plan and emerge
from  bankruptcy  by  approximately  March  of 2005.  See Note 3 for  additional
information regarding Z prompt. Accordingly,  the Company has not deconsolidated
the  accounts  of Z Prompt in its  September  30,  2004  consolidated  financial
statements.

NATURE OF OPERATIONS

AccuPoll  Holding  Corp.  does business  through its wholly owned  subsidiaries,
AccuPoll, Inc. and Z Prompt, Inc.

AccuPoll,  Inc.  is  engaged  in the  design  and  development  of an  intuitive
touch-screen  interface  (the "Voting  System")  that  provides a polling  place
electronic voting solution that is confidential,  reliable, accurate, immediate,
secure and  auditable.  While  maintaining  and  preserving  the  current  voter
experience,  the Company adds the ability to  accurately  capture in  electronic
form a voter's true intent, while simultaneously  preserving the legally binding
vote - the  official  paper  ballot.  The  Voting  System  has  the  ability  to
simultaneously  produce two different  electronic audit trails (recorded on both
the polling place administrative work station and the local voting station),  in
addition to generating a printed-paper  ballot.  The Company completed a reverse
merger with a publicly traded company in May 2002 and its common stock is quoted
on the Over-The-Counter Bulletin Board under the symbol "ACUP."

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

Page F-5

<PAGE>

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

STOCK-BASED EMPLOYEE COMPENSATION

As of September  30, 2004,  the Company has not adopted a  stock-based  employee
compensation  plan.  The  Company  accounts  for  stock-based   compensation  to
employees  under  the  recognition  and  measurement  principles  of  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees,"  and  related  Interpretations.   The  Company  did  not  incur  any
stock-based employee  compensation cost for the three months ended September 30,
2004 and 2003 under APB  Opinion No. 25. The  following  table  illustrates  the
pro-forma  effect  on net  loss and loss per  common  share if the  Company  had
applied  the  fair  value  recognition  provisions  of  Statement  of  Financial
Accounting   Standards   ("SFAS")   No.   123,   "Accounting   for   Stock-Based
Compensation," to stock-based employee  compensation for the three month periods
ended September 30, 2004 and 2003

                                            Three Months Ended
                                               September 30,
                                      ---------------------------
                                            2004         2003
                                      -------------  ------------
Net loss available to common           $(3,687,072)   $(1,751,690)
stockholders, as reported *
Pro forma compensation expense            (181,710)     (355,000)
                                      -------------  ------------
Pro forma net loss available to
common stockholders                    $(3,868,782)   $(2,106,690)
                                      =============  ============
Loss per common share, as reported
   Basic and diluted                   $     (0.02)   $     (0.02)
                                      =============  ============
Loss per common share, pro forma
   Basic and diluted                   $     (0.02)   $     (0.02)
                                      =============  ============

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

INVENTORIES

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

REVENUE RECOGNITION

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

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

Page F-6
<PAGE>

IMPAIRMENT OF LONG LIVED-ASSETS

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

SFAS No. 144 requires impairment losses to be recorded on long-lived assets used
in  operations,  including  amortizable  intangible  assets when  indicators  of
impairment are present. Indicators of impairment include an economic downturn or
a change in the  assessment  of future  operations.  In the event a condition is
identified  that may indicate an  impairment  issue,  an assessment is performed
using a variety of methodologies, including analysis of undiscounted future cash
flows,  estimates of sales proceeds and independent  appraisals.  If such assets
are impaired, the impairment to be recognized is measured by the amount by which
the carrying  amount of the asset exceeds the estimated fair market value of the
assets. Assets to be disposed of are reported at the lower of the carrying value
or estimated fair market value, less cost to sell.

LOSS PER COMMON SHARE

The following is a  reconciliation  of the  numerators and  denominators  of the
basic and diluted loss per common share computations for the three month periods
ended September 30, 2004 and 2003:

                                            THREE MONTHS ENDED
                                              SEPTEMBER 30,
                                      ----------------------------
                                           2004           2003
                                                      (As Restated)
                                      --------------  ------------
Net loss                               $ (3,687,072)  $(1,612,690)
Interest related to equity
instruments subject to rescission          (100,000)     (139,000)
                                      --------------  ------------
Dilutive net loss available to
common stockholders                    $ (3,787,082)  $(1,751,690)
                                      ==============  ============
Shares used to compute loss per
common share                            175,165,060   113,236,887
                                      ==============  ============
Basic and diluted loss per common
share:                                 $      (0.02)  $     (0.02)
                                      ==============  ============

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

DE-CONSOLIDATION OF WTI

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities, an Interpretation of ARB 51." The primary objectives of FIN No. 46 are
to provide  guidance  on the  identification  of entities  for which  control is
achieved through means other than voting rights (variable interest entities,  or

Page F-7
<PAGE>

"VIEs"),  and  how to  determine  when  and  which  business  enterprise  should
consolidate the VIE. This new model for  consolidation  applies to an entity for
which  either:  (a) the equity  investors  do not have a  controlling  financial
interest;  or (b) the equity  investment at risk is insufficient to finance that
entity's activities without receiving additional  subordinated financial support
from other  parties.  In  addition,  FIN No. 46  requires  that both the primary
beneficiary and all other enterprises with a significant  variable interest in a
VIE make  additional  disclosures.  As amended in December  2003,  the effective
dates  of FIN No.  46 ("FIN  46-R")  for the  Company  are as  follows:  (a) For
interests in special-purpose entities: the first period ended after December 15,
2003;  and (b) For all other types of VIEs:  the first  period ended after March
15, 2004.

As disclosed in the notes to the Company's June 30, 2004 consolidated  financial
statements  previously filed with the SEC in amended Form 10-K/A, the Company is
associated with WTI through common ownership;  however,  even though the Company
was virtually WTI's only customer for software development services,  the master
services agreement with the Company expired March 31, 2004. Since that date, the
Company has not used the  services of WTI  because the  software  for the Voting
System is now substantially  complete;  any additional computer programming that
may be necessary will be provided by Company  employees (some of whom are former
WTI  employees).  At this time,  WTI is virtually a dormant entity with just two
minor customers and only a few employees.  Although the Company's  September 30,
2004 payable to WTI is a substantial amount (see Note 10), there is no intent to
pay this liability in the foreseeable  future.  Given its minimal  operations at
this time, management believes that WTI is no longer dependent for its continued
existence upon additional subordinated financial support from the Company or its
controlling stockholders.  For these reasons,  management has concluded that the
Company  is  no  longer  the  primary  beneficiary  of  WTI .  Accordingly,  the
accompanying financial statements do not include the accounts of WTI.

SEGMENT INFORMATION

SFAS 131, "Disclosures about Segments of an Enterprise and Related Information,"
changed the way public  companies  report  information  about  segments of their
business  in their  annual  financial  statements  and  requires  them to report
selected segment information in their quarterly reports issued to shareholders.

It also  requires  entity-wide  disclosures  about the  products and services an
entity provides,  the foreign countries in which it holds significant assets and
its major customers. At September 30, 2004 and 2003, the Company operates in one
segment, as disclosed in the accompanying condensed  consolidated  statements of
operations.

RECLASSIFICATIONS

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

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 certain common stock, options and warrants.

The Company has 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 (the  "Securities  Act"),  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

Page F-8

<PAGE>

would have a number of remedies,  including  the right to rescind the  purchase.
The  Securities Act requires that any claim for rescission be brought within one
year of the violation.  The Company has sold  approximately  9,768,000 shares of
common stock and warrants and options to purchase  shares of common stock in the
United  States within one year of September  30, 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.  The  Company  sold
approximately  14,000,000  shares of common  stock and  warrants  and options to
purchase  shares  of  common  stock in the  United  States  within  two years of
September 30, 2004.

The number of warrants and options described above does not include warrants and
options to purchase a total of 3,600,000  shares of common  stock issued  within
two years of September 30, 2004 to our chief  executive  officer,  Dennis Vadura
and our  president,  Frank Wiebe or 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 cannot assure you that
this agreement is enforceable.

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 Company  accounts for common stock and other equity  instruments that may be
subject to rescission claims as a put liability based on estimated fair value in
accordance  with  the  SEC's  promulgated   accounting  rules  and  interpretive
releases.  Since equity instruments  subject to rescission are redeemable at the
holder's  option or upon the occurrence of an uncertain  event not solely within
the Company's control,  such equity instruments are outside thescope of SFAS No.
150 and its related  interpretations.  Under the SEC's  interpretation  of GAAP,
reporting such claims outside of stockholders' equity (as "mezzanine equity") is
required,  regardless  of how  remote the  redemption  event may be.  Thus, the
Company has reported  approximately  $6.3 million as  "mezzanine  equity" in the
accompanying September 30, 2004 condensed consolidated balance sheet.

As previously  reported,  the Company's  prior year  financial  statements  were
restated.  In addition,  all  financial  information  included in these notes to
consolidated  financial statements for the first quarter of fiscal 2004 has been
adjusted.

NOTE 3:  BANKRUPTCY FILING BY WHOLLY-OWNED SUBSIDIARY

On March 23, 2004 (the  "Petition  Date"),  Z Prompt (or the  "Debtor")  filed a
voluntary  petition for relief (the  "Chapter 11 Case") under  Chapter 11 of the
United  States  Bankruptcy  Code (the  "Bankruptcy  Code") in the United  States
Bankruptcy  Court  for the  Central  District  of  California  (the  "Bankruptcy
Court").  Since the Petition  Date, Z Prompt has  continued to conduct  business
activities as a debtor-in-possession under the Bankruptcy Code.

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with GAAP  applicable to a going concern,  which assumes that assets
will be realized and  liabilities  will be discharged in the ordinary  course of
business.  As a result of the  Chapter 11 Case,  the  realization  of Z Prompt's
assets and the liquidation of its liabilities are subject to uncertainty. In the
Chapter 11 Case, a  substantial  portion of the Debtor's  liabilities  as of the
Petition  Date is  subject  to  compromise  or other  treatment  under a plan of
reorganization.  Generally,  actions to enforce or otherwise effect repayment of
all  pre-Chapter 11 liabilities  as well as any pending  litigation  against the
Debtor (absent a stipulation to the contrary) 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.

Page F-9
<PAGE>


Financial  accounting  and reporting  during a Chapter 11 case are prescribed by
Statement   of  Position   No.   90-7,   FINANCIAL   REPORTING  BY  ENTITIES  IN
REORGANIZATION  UNDER THE BANKRUPTCY CODE ("SOP 90-7"). For financial  reporting
purposes,  Z Prompt's  pre-petition  liabilities and  obligations,  which may be
subject to  settlement  or otherwise  dependent on the outcome of the Chapter 11
case, have been segregated and classified as "liabilities subject to compromise"
in the accompanying  September 30, 2004 condensed consolidated balance sheet. In
addition,  the Company will report all significant Z Prompt  transactions (other
than   interest   expense)   directly   related  to  the   Chapter  11  Case  as
"reorganization   items"  in  its  future  statements  of  operations.   Certain
additional disclosures including (a) claims not subject to reasonable estimation
of the amount to be allowed and (b) any significant  difference between reported
interest  expense  and stated  contractual  interest  will be provided in future
financial   statements   (as  required  by  SOP  90-7)  when  such  amounts  are
determinable and/or when the related transactions occur.

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

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

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

Although  legal fees and other  administrative  expenses  to complete Z Prompt's
bankruptcy  proceedings  may  be  significant,   they  are  not  susceptible  to
reasonable estimation at this time; accordingly,  the accompanying September 30,
2004 condensed  consolidated  financial  statements do not include any provision
for such costs not yet incurred by the Debtor.

Z Prompt  could  decide to reject  some or all of its lease  obligations  in the
Chapter 11 Case.  This action may result in lease  rejection  claims pursuant to
the Bankruptcy Code; any such claims would then be adjudicated by the Bankruptcy
Court. No expenses for any possible lease  rejection  claims have been reflected
in the Company's September 30, 2004 condensed consolidated financial statements.

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-10
<PAGE>

Condensed  balance  sheet  information  of Z prompt as of September 30, 2004 and
results  of  operations  for the  quarter  then  ended is  presented  below.  No
comparable  information  is presented  for the three months ended  September 30,
2003  because  the  acquisition  of Z Prompt  was not  recorded  for  accounting
purposes until November 2003.


                                  Z PROMPT INC.
                                 BALANCE SHEETS

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

             ASSETS                              September 30, 2004
                                                    (unaudited)
<S>                                            <C>

CURRENT ASSETS
      Cash                                       $           48,675
      Accounts receivable, net                              296,699
      Inventories                                            44,723
                                                 ------------------
                                                            390,097

OTHER, net                                                    7,950
                                                 ------------------

      TOTAL ASSETS                               $          398,047
                                                 ==================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Accounts payable and accrued expenses      $          216,865
      Loan from parent company                              823,380
      Deferred revenues                                      35,387
      Liabilities subject to compromise                     732,470
                                                 ------------------
      TOTAL LIABILITIES                                   1,808,102
                                                 ------------------
STOCKHOLDERS' DEFICIT                                    (1,410,055)
                                                 ------------------

TOTAL LIABILITIES AND DEFICIT                    $          398,047
                                                 ==================
</TABLE>

                                  Z PROMPT INC.
                       STATEMENT OF OPERATIONS (Unaudited)
                      THREE MONTHS ENDED SEPTEMBER 30, 2004



           NET SALES                         $   494,244

           COST OF SALES                         329,357
                                             -----------

           GROSS PROFIT                          164,187

           EXPENSES
            General and administrative            99,872
            Salaries and related                  54,967
            Interest                               3,128
                                             -----------
                                                 157,697
                                             -----------

           PRETAX INCOME                     $     7,190
                                             ===========


The September 30, 2004 balances of Z Prompt's liabilities that became subject to
compromise on March 23, 2004 are as follows:

   Accounts payable and accrued expenses                          $     336,470
   Line of credit payable to a financial institution (Note 5)           225,000
   Notes payables to related parties                                    171,000
                                                                  -------------
                Total                                             $     732,470
                                                                  =============

Page F-11
<PAGE>


NOTE 4: CAPITALIZED SOFTWARE DEVELOPMENT COSTS

In accordance with SFAS No. 86 "Accounting for the Costs of Computer Software to
be Sold, Leased, or Otherwise Marketed,",  the Company capitalizes certain costs
related to the  development  of new  software  products  or the  enhancement  of
existing software products for sale or license. These costs are capitalized from
the  point in time  that  technological  feasibility  has been  established,  as
evidenced by a working model or detailed  working-program design to the point in
time that the product is available for general release to customers. Capitalized
software  development  costs are  amortized  on a  straight-line  basis over the
three-year  estimated  economic life of the products,  beginning (as applicable)
with  the  general  product  release  to  customers  or when the  Voting  System
qualified  under  certain  federal  standards.  Research and  development  costs
incurred  prior to  establishing  technological  feasibility  and costs incurred
subsequent  to the events  described  in the  preceding  sentence 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, 2004,  management  believes  that no
revisions to the remaining  useful lives or write-down of  capitalized  software
development  costs are required.  The Company began  amortizing its  capitalized
software development costs in April 2004, following the March 2004 qualification
of its Voting System as complying with certain federal voting system  standards;
at September 30, 2004, accumulated amortization approximated $925,000.

NOTE 5: LINE OF CREDIT

The  Company  has a  revolving  line of credit  agreement  (the  "Line")  with a
financial  institution  that matured in August 2004, as amended.  The Line bears
interest  at 5% per annum.  A  shareholder  of the  Company who is also a former
majority  shareholder  of Z Prompt  guaranteed  the Line.  The terms of the Line
provided for borrowings of up to $280,000.  At September 30, 2004, the Company's
outstanding  borrowings  totaled  $225,000,  which are  included in  liabilities
subject  to  compromise  on  the  accompanying   September  30,  2004  condensed
consolidated balance sheet.

NOTE 6: CONVERTIBLE DEBT

On July 2nd 2004, through a private placement  Memorandum,  the Company issued a
$625,000 convertible debenture.  The "Convertible Note" bears interest at 8% per
annum.  On September 08, 2004,  Accupoll Inc. repaid  $312,500.  The balance was
converted  into  3,125,000  shares of common stock in October 2004 at a price of
$0.15 per share.

The convertible  feature of this note payable  provides for a rate of conversion
that is below  market  value of the  common  stock.  This  feature  is  normally
characterized as a beneficial  conversion feature ("BCF").  Pursuant to Emerging
Issues  Task Force  ("EITF")  Issue No.  98-5  ("EITF  98-5"),  "Accounting  For
Convertible  Securities  with  Beneficial  Conversion  Features or  Contingently
Adjustable  Conversion  Ratio," and EITF Issue No. 00-27,  "Application  of EITF
Issue No. 98-5 To Certain  Convertible  Instruments,"  the Company has estimated
the fair value of such BCF to approximate $312,500 which has been amortized into
interest expense for the quarter ended September 30, 2004.

NOTE 7: OTHER COMMITMENTS AND CONTINGENCIES

In November 2002, the Company entered into a Location Incentives  Agreement (the
"Agreement")  with the Amarillo  Economic  Development  Corporation  ("AEDC") to
establish  the  Company's  customer  service  center and voting  machine  repair
operations in Amarillo,  Texas.  According to the terms of the  Agreement,  AEDC

Page F-12

<PAGE>

will pay the  Company  $250,000  upon the  Company's  execution  of a lease  for
facilities in Amarillo.  The funds  advanced  under the Agreement are to be used
solely for the  operations  in  Amarillo.  If the Company  does not meet certain
minimum employment  requirements,  as defined,  it will be required to repay all
amounts advanced. In connection with the Agreement, the Company granted warrants
to  purchase  250,000  shares of the  Company's  restricted  common  stock at an
exercise price of $1.04 per share,  valued at  approximately  $205,000 (based on
the Black-Scholes  pricing model), which was expensed upon issuance.  In January
2003, the Company received the $250,000 and has included such amount in accounts
payable and accrued expenses in the accompanying  condensed consolidated balance
sheets,  as the  Company  has yet to  fulfill  its  obligations  related  to the
Agreement.

NOTE 8: STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

Holders of our common  stock:  (i) have equal ratable  rights to dividends  from
funds  legally  available  therefor,  when,  as and if  declared by the Board of
Directors; (ii) are entitled to share ratably in all of our assets available for
distribution to stockholders upon liquidation,  dissolution or winding up of our
affairs;  (iii) do not have preemptive,  subscription or conversion  rights, nor
are there any redemption or sinking fund provisions applicable thereto; and (iv)
are entitled to one vote per share on all matters on which stockholders may vote
at all shareholder  meetings.  The common stock does not have cumulative  voting
rights,  which means that the  holders of more than fifty  percent of the common
stock  voting for  election of  directors  can elect one hundred  percent of our
directors if they choose to do so.

Preferred Stock

The Company`s  Articles of  Incorporation  authorize  80,000 shares of preferred
stock,  $.01 par value per share. The Company`s 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 ability of the Company  Board of Directors  to  designate  and
issue such 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 the common
stock.

The Company  have not filed a  certificate  of  designation  with respect to any
series of preferred  stock.  During the year ended June 30,  2003,  we agreed to
issue a total of 71,529  shares of Series A Preferred  Stock as  collateral  for
secured notes. The parties have  subsequently  agreed to cancel the transaction.
On  December  31,  2003,  the Company  agreed to issue 8,471  shares of Series A
Preferred Stock to two  stockholders of record in exchange for 3,325,000  shares
of common  stock of  Material  Technologies,  Inc.  On May 7, 2004,  The Company
rescinded this transaction.  Accordingly,  The Company currently do not have any
shares of preferred stock issued or outstanding.

July 2004 Private Placement

         In July 2004,  the Company  completed a private  placement  transaction
with  four  accredited  investors,  pursuant  to which the  company  sold (1) an
aggregate  of  $625,000  principal  amount 8%  convertible  debentures,  and (2)
warrants to  purchase  312,500  shares of our common  stock.  From this  private
placement  the Company  received  gross  proceeds of $625,000.  On September 13,
2004, the company repaid $312,500 of the principal  amount of the 8% convertible
debentures  and the  remaining  $312,500  principal  amount was  converted  into
3,125,000  shares of our common stock.  Also on September  13, 2004,  all of the
warrants were exercised at a price of $0.15 per share into 312,500 shares of our
common stock. The issuance of the 8% convertible  debentures,  the warrants, and
the shares of common stock upon  conversion  and exercise of the 8%  convertible
debentures  and  warrants  was  exempt  from  registration  under  Rule  506  of
Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. J.P.
Turner & Company,  LLC acted as placement  agent for this  transaction.  For its
services as placement  agent,  the Company issued J.P.  Turner & Company,  LLC a
warrant to purchase 520,833 shares of common stock,  exercisable for three years
at an exercise price of $0.12 per share.

September  2004 Private Placement

         On  September  13,  2004,  the Company  completed  a private  placement
transaction with eleven accredited investors, pursuant to which the Company sold
an aggregate of 3,666,447  shares of common stock,  1,833,227 Series A Warrants,
1,833,227  Series B  Warrants  and  1,833,227  Series  C  Warrants  (the  "First
Closing").  The Company received gross proceeds  approximating  $1,650,000.  For
each two shares of common stock, the Company issued investors one A Warrant, one
B Warrant and one C Warrant.  Each two shares and three  warrants were sold at a
total price of $0.90. The private placement was exempt from  registration  under
Rule 506 of Regulation D of the Securities Act of 1933, as amended.

Page F-13

<PAGE>

         The Company agreed to file with the Securities and Exchange  Commission
not later than 30 days after the closing date, and cause to be effective  within
120 days after the closing date, a  registration  statement in order to register
the shares of common stock issued to the investors and the shares underlying the
warrants,  including warrant shares issuable upon exercise of warrants issued to
the  placement  agent  (the  "Registration  Statement").  In  addition,  on  one
occasion,  for a period commencing 91 days after the closing date, but not later
than two years after the closing  date,  upon written  request of the holders of
more than 50% of the shares and warrant shares  actually issued upon exercise of
warrants, the Company is required to prepare and file a Registration  Statement.
The A  Warrants  expire  150 days from the date the  Registration  Statement  is
declared effective by the Securities and Exchange Commission and are exercisable
at $0.12  per  share.  The B  Warrants  expire  four  years  after  the date the
Registration  Statement  is declared  effective by the  Securities  and Exchange
Commission and are  exercisable at $0.15 per share.  The C Warrants expire three
years after the date the  Registration  Statement  is declared  effective by the
Securities and Exchange Commission and are exercisable at $0.50 per share.


         The Company may call the  warrants  beginning 30 trading days after the
effective date of the  Registration  Statement and ending 30 trading days before
effective date of the  Registration  Statement and ending 30 trading days before
the expiration of the warrants. A call notice may be given by AccuPoll for the A
Warrants  only within five trading days after the common stock has had a closing
price as reported for the principal market of $0.24 or higher for 15 consecutive
trading  days.  A call notice may be given by AccuPoll  for the B Warrants  only
within  five  trading  days  after the common  stock has had a closing  price as
reported for the principal market of $0.30 or higher for 15 consecutive  trading
days.  A call notice may be given by the Company for the C Warrants  only within
five trading days after the common stock has had a closing price as reported for
the principal market of $1.00 or higher for 15 consecutive trading days.

         The shares of common  stock sold and the common  stock  underlying  the
warrants issued to the investors and the placement agent described above in Note
8 and in Note 9  below  are  restricted  stock  as  defined  in Rule  144 of the
Securities Act of 1933 (as amended) until the Registration Statement is declared
effective by the SEC.

        On November 4, 2004, certain of the terms of the September
2004 private placement were amended with a second round (see Note 9 below).

NOTE 9: SUBSEQUENT EVENTS

November  2004 Private Placement

         On  November  4,  2004,  the  Company  completed  a  private  placement
transaction  with the same investors  from the First Closing,  pursuant to which
the Company sold an aggregate of  6,050,000  shares of common  stock,  3,025,000
Series A Warrants,  3,025,000  Series B Warrants and 3,025,000 Series C Warrants
(the "Second  Closing").  The Company received gross proceeds totaling $605,000.
For each two shares of common stock, the company issued investors one A Warrant,
one B Warrant and one C Warrant. Each two shares and three warrants were sold at
a  total  price  of  $0.20.  The  private   placement  was  deemed  exempt  from
registration  requirements  under Rule 506 of Regulation D of the Securities Act
of 1933.

         The Second Closing triggered certain repricing adjustments to the terms
of the First Closing.  Accordingly, the purchase price for the First Closing was
adjusted  to $0.20 for each two shares  and three  warrants  that were sold.  As
adjusted,  the Company is obligated to issue an additional 12,832,552 shares of
common  stock,  6,233,501.  Series A Warrants,  6,233,501  Series B Warrants and
6,233,501  Series C Warrants.  The terms of the Series A Warrants,  the Series B
Warrants and the Series C Warrants, as adjusted are as follows:

Page F-14

<PAGE>

         The Company agreed to file with the Securities and Exchange  Commission
not later than 30 days after the closing date of the Second  Closing,  and cause
to be effective within 120 days after the closing date of the Second Closing,  a
registration  statement  "rs" in order to  register  the shares of common  stock
issued to the investors and the shares  underlying  the warrants,  including the
shares  issuable upon exercise of warrants  issued to the placement  agent.  The
Company  agreed to file with the  Securities  and Exchange  Commission not later
than 30 days  after the  closing  date of the  Second  Closing,  and cause to be
effective  within  120 days after the  closing  date of the  Second  Closing,  a
registration statement in order to register the shares of common stock issued to
the  investors  and the shares  underlying  the  warrants,  including the shares
issuable  upon  exercise  of  warrants  issued to the  placement  agent.  If the
registration  statement is not filed on or before the required filing date or if
the registration  statement is not declared  effective on or before the required
effective date, then the Company must pay as liquidated damages, an amount equal
to 1.5% for each 30 days or part thereof,  and thereafter 2% for each 30 days of
past thereof of the purchase price of the shares and warrant shares. The Company
must pay any liquidated  damages in cash. The warrants  further  provide that if
the required filing and registration dates are not met, upon written demand by a
holder, the Company must pay to such holder, in lieu of delivering common stock,
a sum in cash equal to the closing price of our common stock on the trading date
immediately preceeding the date notice is given by the holder, less the exercise
price, for each share of common stock designated in the notice from such holder.
In addition, on one occasion,  for a period commencing 91 days after the closing
date of the Second Closing,  but not later than two years after the closing date
of the Second  Closing,  upon written request of the holders of more than 50% of
the shares and warrant  shares  actually  issued upon exercise of warrants,  the
company is required to prepare and file a registration statement. The A Warrants
expire 150 days from the date the registration  statement is declared  effective
by the  Securities  and Exchange  Commission  and are  exercisable  at $0.12 per
share.  The B  Warrants  expire  four  years  after  the date  the  registration
statement is declared  effective by the Securities  and Exchange  Commission and
are exercisable at $0.15 per share.  The C Warrants expire three years after the
date the  registration  statement is declared  effective by the  Securities  and
Exchange Commission and are exercisable at $0.50 per share.

The Company may call the warrants  beginning 30 trading days after the effective
date of the  registration  statement  and  ending 30  trading  days  before  the
expiration of the warrants.  A call notice may be given by us for the A Warrants
only within five trading days after the common stock has had a closing  price as
reported for the principal market of $0.24 or higher for 15 consecutive  trading
days.  A call  notice may be given by us for the B  Warrants  only  within  five
trading days after the common stock has had a closing  price as reported for the
principal  market of $0.30 or higher for 15  consecutive  trading  days.  A call
notice may be given by us for the C Warrants only within five trading days after
the common stock has had a closing price as reported for the principal market of
$1.00 or higher for 15 consecutive trading days.

         Beginning  November 4, 2004 and until the  registration  statement  has
been  effective for 150 days,  the investors must be given at least ten business
days prior  written  notice of any  proposed  sale by us of common  stock or
other  securities or debt  obligations  except in  connection  with (a) employee
stock  options or  compensation  plans,  (b)  documented  legal fees, or (c) our
already  issued and  outstanding  shares of common stock as of the closing date.
Such proposed sales are referred to as "excepted issuances."

         Other  than  the  excepted   issuances,   if  at  any  time  until  the
registration statement has been effective for 150 days, the Company offer, issue
or agree to issue any common stock or securities convertible into or exercisable
for  shares  of  common  stock  (or  modify  any of the  foregoing  which may be
outstanding  at any time prior to the closing date) to any person or entity at a
price per share or  conversion  or exercise  price per share which shall be less
than $0.10, without the consent of each investor,  then the Company is required
to issue,  for each such  occasion,  additional  shares of common  stock to each
investor so that the average  per share  purchase  price of the shares of common
stock and the  warrants  issued to the  investor  (of only the  common  stock or
warrant  shares still owned by the  investor) is equal to such other lower price
per share.  For purposes of this  issuance and  adjustment,  the issuance of any
security carrying the right to convert such security into shares of common stock
will result in the  issuance of the  additional  shares of common stock upon the
issuance of such convertible security,  warrant,  right or option and again upon
any  subsequent  issuances  of shares  of common  stock  upon  exercise  of such
conversion or purchase rights if such issuance is at a price lower than $0.10.

         The exercise price of the warrants is also subject to adjustment in the
event the Company effect a reorganization,  consolidation or merger, or transfer
all or substantially all of our properties or assets. Also, until the expiration
date of the warrants,  if the Company issue any common stock other than excepted
issuances,  prior to the complete  exercise of the warrants for a  consideration
less than the warrant exercise price that would be in effect at the time of such
issue, then the exercise price shall be reduced to such other lower issue price.
For purposes of this adjustment, the issuance of any security or debt instrument
carrying the right to convert such security or debt instrument into common stock
or of any warrant,  right or option to purchase  common stock shall result in an
adjustment  to the  exercise  price  upon the  issuance  of the  above-described
security, debt instrument, warrant, right, or option.


Page F-15

<PAGE>

Placement Agent Fee for the First Closing

         J.P.  Turner &  Company,  LLC  acted as  placement  agent for the First
Closing and for the Second Closing. For the First Closing, the company agreed to
pay J.P. Turner & Company a cash fee of 8% of the aggregate  purchase price. The
company  will also pay J.P.  Turner & Company 8% of the cash  proceeds  received
from the  exercise of  warrants  issued in  connection  with the  placement.  In
addition, the company issued J.P. Turner & Company a warrant to purchase 458,306
shares of common stock, exercisable for five years at an exercise price of $0.54
per  share.  Due to the price  adjustments  caused by the Second  Closing,  this
warrant was cancelled and the Company issued J.P.  Turner & Company a warrant to
purchase  1,100,000  shares of common  stock,  exercisable  for five years at an
exercise price of $0.12 per share.  Further, J.P. Turner & Company will receive:
(a) one Placement  Agent's A Warrant,  exercisable at $0.14 per share,  for each
eight A Warrants  exercised  by an investor on a cash basis;  (b) one  Placement
Agent's B Warrant,  exercisable  at $0.18 per  share,  for each eight B Warrants
exercised  by an  investor  on a cash  basis;  and (c) one  Placement  Agent's C
Warrant,  exercisable at $0.60 per share, for each eight C Warrants exercised by
an investor on a cash basis. All Placement  Agent's Warrants are exercisable for
five years after the respective  issue dates, are not subject to call and may be
exercised on a cashless basis.

Placement Agent Fee for the Second Closing

         For the Second Closing, the Company agreed to pay J.P. Turner & Company
a cash fee of 10% of the  aggregate  purchase  price.  The Company will also pay
J.P.  Turner & Company 8% of the cash  proceeds  received  from the  exercise of
warrants  issued in  connection  with the  placement.  In addition,  the Company
issued  J.P.  Turner & Company  warrants to  purchase  504,167  shares of common
stock,  exercisable  for five  years at an  exercise  price of $0.12 per  share.
Further,  J.P.  Turner &  Company  will  receive:  (a) one  Placement  Agent's A
Warrant,  exercisable at $0.14 per share, for each eight A Warrants exercised by
an investor on a cash basis; (b) one Placement Agent's B Warrant, exercisable at
$0.18 per share,  for each eight B Warrants  exercised  by an investor on a cash
basis; and (c) one Placement Agent's C Warrant,  exercisable at $0.60 per share,
for  each  eight C  Warrants  exercised  by an  investor  on a cash  basis.  All
Placement  Agent's  Warrants are exercisable for five years after the respective
issue dates,  are not subject to call and may be exercised on a cashless  basis.

NOTE 10:  RELATED PARTY PAYABLE

         At  September  30,  2004,  the  Company  owes  $1,214,070  to  WTI,  an
affiliated  company  for  services  under a master  services  agreement.  WTI is
affiliated  with  the  Company  through  common  ownership.  The  obligation  is
noninterest bearing and not subject to a maturity date.

Page F-16

<PAGE>

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

GENERAL

         We are in the business of developing and marketing  computerized voting
machines and their associated  products and services for use in federal,  state,
local and private  elections.  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.
As of November 1, 2004,  our DRE voting  system was  certified  by the states of
Alabama,  Arkansas,  Kentucky,  Mississippi,  Ohio, South Dakota,  Utah and West
Virginia.  We  currently  are in the process of applying  for  certification  in
additional states.

RESULTS OF OPERATIONS

COMPARISON  OF THREE  MONTHS  ENDED  SEPTEMBER  30, 2004 TO THREE  MONTHS  ENDED
SEPTEMBER 30, 2003

Revenues:

         Net Sales for the quarter  ending  September  30, 2004 were $494,244 as
compared to net sales for the three months ending  September 30, 2003 of $0. The
increase in net sales is solely due to the  acquisition  of Zprompt,  Inc. which
was consolidated beginning November 2003.

Cost of goods sold:

         Cost of goods  sold for the  quarter  ending  September  30,  2004 were
$329,357,  as compared to $0 for the quarter  ending  September  30,  2003.  The
increase in net sales is solely due to the  acquisition  of Zprompt,  Inc. which
was consolidated beginning November 2003.

General and Administrative Expenses:

         General and Administrative expenses for the quarter ended September 30,
2004 were $1,315,155 as compared to $915,290 for the quarter ended September 30,
2003, and increase of 44%. The increase is a result of fees  associated with our
September private  placement,  and increased salary expenses  resulting from the
acquisition of Zprompt Inc.

Professional Fees:

         Professional  Fees  for the  quarter  ended  September  30,  2004  were
$2,191,277 as compared to $87,327 for the quarter  ended  September 30, 2003, an
increase of 2,400%.  The increase is a result of charges of expenses  associated
with various warrants which were granted to consultants.

Interest Expense:

         Interest  Expenses  for the  quarter  ended  September  30,  2004  were
$345,527 as compared to $610,073  for the quarter  ended  September  30, 2003, a
decrease  of 77%.  The  decrease is a result of less  expenses  incurred in this
quarter,  compared to the prior year period,  related to  beneficial  conversion
features of equity instruments issued at below market.

Net Loss:

         Net loss for the quarter  ended  September  30, 2004 was  $3,687,072 as
compared  to  $1,612,690  for the  quarter  ended  September  30,  2003,  a 129%
increase. The increase is primarily due to non-cash professional fees.

LIQUIDITY AND CAPITAL RESOURCES

         From August 2001,  the date of our  inception,  through  September  30,
2004,  we have raised a total of  approximately  $19.3  million from the sale of
common stock and convertible notes and other securities.

As of  September  30,  2004  we had  cash  of  $773,961  and a  working  capital
deficiency  of  approximately  $6.2  million.  Our  accumulated  deficit  as  of
September 30, 2004 was approximately $26.3 million.

         In  November  2003,  we secured a $5 million  dollar  revolving  credit
facility,  in the form of two  seven-month  convertible  notes.  The notes  bear
interest at an annual rate of 10% and  originally  matured on June 30, 2004, but
have been extended to December 31, 2004.  The notes are  convertible  on 90 days
written  notice by the  holders  at the lesser of (i) 50% of the  average  three
lowest  closing  prices for our common  stock for the  twenty  days  immediately
preceding the conversion  date or (ii) $.0625 per share.  At September 30, 2004,
we had borrowed $2,380,000 under such notes.

                                       2
<PAGE>

         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 originally
matured on June 30,  2004,  but has been  extended to  December  31,  2004.  The
debenture is convertible on 90 days written notice by Palisades  Holdings at the
lesser of (i) 50% of the  average  three  lowest  closing  prices for our common
stock for the twenty days  immediately  preceding  the  conversion  date or (ii)
$.0625 per share.  At September  30, 2004, we had borrowed  $836,000  under such
debenture.

         We have a convertible  debenture  with C&S  Consolidated  Services Hong
Kong.  The  convertible  debenture  bears  interest  at an annual rate of 7% and
matures on October 14, 2004. The debenture is convertible in to shares of common
stock of $0.35 per share.  At  September  30,  2004,  we had balance of $288,600
under such debenture.

         On September  13, 2004,  we completed a private  placement  transaction
with eleven  accredited  investors,  pursuant to which we sold an  aggregate  of
3,666,447 shares of common stock, 1,833,227 Series A Warrants,  1,833,227 Series
B  Warrants  and  1,833,227  Series  C  Warrants.  We  received  gross  proceeds
approximating  $1,650,000.  For each two  shares  of  common  stock,  we  issued
investors  one A Warrant,  one B Warrant and one C Warrant.  Each two shares and
three  warrants were sold at a total price of $0.90.  The private  placement was
exempt from registration under Rule 506 of Regulation D of the Securities Act of
1933, as amended.

         On November 4, 2004, we completed a private placement  transaction with
eleven accredited investors, pursuant to which we sold an aggregate of 6,050,000
shares of common stock, 3,025,000 Series A Warrants, 3,025,000 Series B Warrants
and 3,025,000 Series C Warrants.  We received gross proceeds totaling  $605,000.
For each two shares of common stock,  we issued  investors one A Warrant,  one B
Warrant  and one C Warrant.  Each two shares and three  warrants  were sold at a
total  price of $0.20.  The  private  placement  was  exempt  from  registration
requirements  under  Rule 506 of  Regulation  D of the  Securities  Act of 1933.

         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  purchase.  The
Securities  Act of 1933, as amended,  requires that any claim for  rescission be
brought  within one year of the alleged  violation.  We have sold  approximately
9,768,000  shares of common stock and  warrants  and options to purchase  common
stock in the United  States  within one year of  September  30,  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  alleged
violation.  We have sold  approximately  14,000,000  shares of common  stock and
warrants  and options to purchase  shares of common  stock in the United  States
within two years of  September  30,  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.  Based on the advice of counsel,  the
number of warrants  and options  described  above does not include  warrants and
options to purchase a total of 3,600,000  shares of common  stock issued  within
two years of September 30, 2004 to our chief  executive  officer,  Dennis Vadura
and our  president,  Frank Wiebe or 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 cannot assure you that
this agreement is enforceable.

CAPITAL EXPENDITURES

         We anticipate  certain capital  expenditures  related to developing and
testing  subsequent  versions of the voting  system  hardware and  software.  We
estimate such capital expenditures for hardware to be approximately $250,000 and
an  additional  $250,000 for software  over the course of the fiscal year ending
June  30,  2005.  We will  rely on  future  fund  raising  in  order  to pay for
development and testing of these subsequent versions.

GOING CONCERN

         We have incurred losses from operations since inception,  have negative
working  capital of  approximately  $6.2 million at September 30, 2004, and lack
operational  history.  These conditions,  among others,  raise substantial doubt
about our ability to continue as a going concern.

         We have not generated  any revenues from our Voting System  operations,
and there is no assurance of any future  revenues.  We will require  substantial
additional  funding  for  continuing  the  development,   obtaining   regulatory
approval,  and  commercialization of our product.  There is no assurance that we
will be able to obtain  sufficient  additional  funds  when  needed or that such
funds, if available, will be obtainable on satisfactory terms.

                                       3
<PAGE>

         Management has taken the following actions to address these matters:

         o  Retention of experienced management personnel with particular skills
            in the commercialization of such products;

         o  Attainment of  technology  to develop such  products and  additional
            products; and

         o  Raising  additional  funds  through the sale of debt  and/or  equity
            securities.

         Federal,  State and various foreign  government  regulations govern the
sale of our  products.  There  can be no  assurance  that we  will  receive  the
regulatory approval required to market our proposed products.

         The accompanying  consolidated  financial statements have been prepared
assuming  that we will continue as a going  concern  which  contemplates,  among
other things,  the realization of assets and  satisfaction of liabilities in the
ordinary  course of business.  As stated above,  we have incurred losses through
September 30, 2004,  have negative  working capital at that date and have a lack
of operational history which, among other factors, raise substantial doubt about
our ability to continue as a going concern. We intend to fund operations through
sales of the Voting  System,  but there is no commitment by any entities for the
purchase of any of the proposed  products.  In the absence of significant  sales
and profits,  we may seek to raise  additional funds to meet our working capital
requirements  through  debt and/or  equity  financing  arrangements.  Management
believes  that  such  arrangements  will  be  sufficient  to  fund  our  capital
expenditures,  working  capital needs and other cash  requirements  for the year
ending June 30, 2005.  The  successful  outcome of future  activities  cannot be
determined at this time,  and there is no assurance  that, if achieved,  we will
have sufficient funds to execute our intended business plan or generate positive
operating results.

         These  circumstances,  combined with the potential liability associated
with  certain  equity  instruments  subject  to  rescission  (see  Note 2 to the
accompanying  interim financial  statements for additional  information),  raise
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
accompanying  consolidated  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.

INFLATION

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

OFF-BALANCE SHEET ARRANGEMENTS

         We do not have any off balance sheet  arrangements  that are reasonably
likely to have a current or future effect on our financial condition,  revenues,
results of operations, liquidity or capital expenditures.

CONTRACTUAL OBLIGATIONS

         As of September 30, 2004, we had the following contractual obligations:

<TABLE>
<CAPTION>
                                                              Payments due by period
                                            -----------------------------------------------------------
                                                      Less than                             More than 5
Contractual Obligations                     TOTAL       1 YEAR     1-3 YEARS    3-5 YEARS      YEARS
--------------------------------------      -----     ---------    ---------    ---------   -----------
<S>                                     <C>          <C>           <C>          <C>         <C>
Operating Lease Obligations
     Greenberg Farrow Architecture
          - Tustin office                 $132,000                 $132,000     $      -    $        -
     Olen Lease - Irvine facility          $39,911      $39,911
     Amarillo Grant - Texas facility      $250,000     $250,000

Long-Term Debt
     Bank of America Line of Credit       $225,000     $225,000
     Notes Payable                        $191,583     $191,583

Convertible Debt                        $3,504,600   $3,504,600

Consulting Agreements
     National Strategies Inc.              $60,000      $60,000
                                        ----------   ----------    ---------    ---------   -----------
Total                                   $4,403,094   $4,271,094    $132,000     $      -    $        -
                                        ==========   ==========    =========    =========   ===========
</TABLE>

                                       4
<PAGE>

BUSINESS TRENDS

         There are three  business  trends  evident in the market today that are
material  to our  operations.  The first is the delay in the  procurement  cycle
until  after the  November  2004  election.  This  trend was  influenced  by two
factors:  1) the delay in the  distribution  of the federal  funds by the United
States Election  Assistance  Commission,  and 2) the November 2004  Presidential
Election.  The delay in the  distribution of the federal funds was caused by the
delay  in  nominating  and  confirming  the  Election  Assistance  Commissioners
(scheduled to be completed by April 2003,  but instead was completed in December
2003),  and the delay on the part of some states in meeting all the requirements
for the funds to be released by the  Election  Assistance  Commission.  With the
delay in funding until June 2004, less than five months before the November 2004
election,  the majority of counties decided not to risk making any changes until
after the November 2004 election.

         The second business trend is the growing momentum of the movement for a
VOTER VERIFIED PAPER AUDIT TRAIL (VVPAT).  As of September 2004, eighteen states
(Alabama, Alaska, Arizona,  California,  Connecticut,  Georgia, Illinois, Maine,
Maryland,  Minnesota,  New  Hampshire,  New  Jersey,  New York,  Ohio,  Vermont,
Virginia,  West  Virginia  and  Wisconsin)  have either  passed or are  actively
considering  legislation  that  would  make  it a  requirement  for  any  direct
recording  electronic  (DRE) voting system used in the state to produce a VVPAT.
In another five states (California, Missouri, Oregon, New Hampshire and Nevada),
the Secretary of State has issued a directive mandating VVPAT in the state.

         The  third  business  trend  is the  growing  list of  states  that are
requiring  DRE voting  systems to be  qualified  under the 2002  federal  voting
system  standards.  This  requirement  is  primarily  focused  in  states  where
electronic  voting  systems  have  not been  previously  used  (e.g.,  Illinois,
Missouri, Iowa and North Carolina).

         Overall  the net  impact  of these  trends  on  AccuPoll  is  positive.
AccuPoll  already has a DRE voting system with a VVPAT  qualified under the 1990
federal voting system standards.  We are currently in the process of testing our
DRE voting system under the 2002 federal voting system  standards.  We expect to
complete  federal  qualification  testing  under the 2002 federal  voting system
standards by January 1, 2005. This places AccuPoll in position as one of the few
vendors  with a DRE voting  system that is  federally  qualified  under the 2002
voting  system  standards  and has a  VVPAT  in time  for the  beginning  of the
procurement cycle after the November 2004 election. This is especially important
in states like Missouri and Illinois  that have not  previously  authorized  DRE
voting  systems  to be  used  in the  state,  but  must at a  minimum  meet  the
accessibility  requirements  under the Help America Vote Act of 2002 (i.e.,  one
DRE voting machine per polling place).

CRITICAL  ACCOUNTING  POLICIES

         The  preparation  of financial  statements  and related  disclosures in
conformity with accounting principles generally accepted in the United States of
America  ("GAAP")  requires  management  to  make  judgments,   assumptions  and
estimates  that  affect  the  amounts  reported  in our  consolidated  financial
statements  and the  accompanying  notes.  The amount of assets and  liabilities
reported on our balance  sheet and the amount of revenues and expenses  reported
for each of our fiscal periods are affected by estimates and assumptions,  which
are used for, but not limited to, the accounting for equity instruments  subject
to rescission,  software  development  costs,  estimated  allowance for doubtful
accounts,  the realizability of our investments in affiliated  companies and the
valuation  of  deferred  tax  assets.  Actual  results  could  differ from these
estimates. The following critical accounting policies are significantly affected
by judgments, assumptions and estimates used in the preparation of the financial
statements:

Equity Instruments Subject to Rescission

         We account 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  the   Securities   and  Exchange
Commission's  promulgated accounting rules and interpretive releases.  Under the
Securities  and Exchange  Commission's  interpretation  of GAAP,  reporting such
claims outside of stockholders' equity is required, regardless of how remote the
redemption event may be.

         We may be subject to possible claims for rescission with respect to the
sale or other  issuances of certain  common  stock,  options and  warrants.  The
consolidated  balance sheets included elsewhere herein reflect an adjustment for
the matter described below.

                                       5
<PAGE>

         Approximately  26.6  million  shares of our 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, 2004 may be subject to rescission.  The fair value of
these  securities was estimated  based on a combination of (a) the selling price
of the common stock on the dates sold, (b) the price per the agreement for stock
issued  in  conversion  of debt,  (c) the fair  value of the stock  options  and
warrants on their grant dates, and (d) an independent  valuation.  Based in part
on advice of counsel, the fair value of these options and warrants was estimated
using  the  Black-Scholes  option-pricing  model.  Based  on  these  measurement
criteria,  our potential  liability directly  associated with the aforementioned
securities  transactions  is estimated to  approximate  $6.3 million  (including
interest) at September 30, 2004 plus legal fees and any fines or penalties  that
might be assessed by regulatory agencies.

         Based on advice of counsel,  the potential  liability  discussed  above
does not include  options to  purchase a total of 3.6  million  shares of common
stock issued to our president and to our chief  executive  officer because these
two individuals are also principal stockholders;  acting together, they have the
ability  to  control  us.

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

Capitalized Software Development Costs

         In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 86  "Accounting  for the Costs of  Computer  Software  to be Sold  Leased or
Otherwise  Marketed," we capitalize  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 are
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.  We periodically  evaluate  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, 2004,  we believe that no revisions to the  remaining
useful  lives or  write-down  of  capitalized  software  development  costs  are
required.  Our systems were qualified as meeting  certain  federal voting system
standards  in late March 2004.  We began  amortizing  the  capitalized  software
development costss beginning April 2004.

Stock Based Compensation

         We account for stock-based  compensation  issued to employees using the
intrinsic  value based  method as  prescribed  by  ACcounting  Principles  Board
Opinion No. 25 (APB 25),  "Accounting for Stock issued to Employees."  Under the
intrinsic value based method, compensation expense is the excess, if any, of the
fair value of the stock at the grant date,  or other  measurement  date over the
amount an employee must pay to acquire the stock.  Compensation expense, if any,
is recognized over the applicable  service period,  which is usually the vesting
period.

                                       6
<PAGE>

         SFAS 123, "Accounting for Stock-Based  Compensation," if fully adopted,
changes the method of accounting for employee stock-based  compensation plans to
the fair value  based  method.  For stock  options and  warrants,  fair value is
estimated  using an option pricing model that takes into account the stock price
at the grant  date,  the  exercise  price,  the  expected  life of the option or
warrant,   stock  volatility  and  the  annual  rate  of  quarterly   dividends.
Compensation  expense, if any, is recognized over the applicable service period,
which is usually the vesting period.

         The adoption of the accounting  methodology of SFAS 123 is optional and
we have elected to continue  accounting for stock-based  compensation  issued to
employees using APB 25;  however,  pro forma  disclosures,  as if we adopted the
cost recognition  requirement under SFAS 123, are required to be presented.  For
stock-based  compensation issued to non-employees,  we use the fair value method
of accounting under the provisions of SFAS 123.

         Financial ACcounting Standards Board (FASB)  Interpretation No. 44 (FIN
44),  "Accounting  for Certain  Transactions  Involving Stock  Compensation,  an
Interpretation  of APB  25"  clarifies  the  application  of APB 25 for  (A) the
definition  of employee  for  purposes of applying  APB 25, (b) the criteria for
determining  whether  a plan  qualifies  as a non  compensatory  plan,  (c)  the
accounting  consequence for various  modifications  to the terms of a previously
fixed  stock  option or award and (d) the  accounting  for an  exchange of stock
compensation  awards in a business  combination.  We believe that we account for
transactions involving stock compensation in accordance with FIN 44.

         SFAS 148,  "Accounting  for  Stock-Based  Compensation-  Transition and
Disclosure,  an  amendment  of SFAS No. 123,"  provides  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this statement amends the
disclosure  requirements  of SFAS 123 to require  prominent  disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.

Financial Reporting Related to Web Tools International, Inc.

         In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest  Entities,  an Interpretation of ARB 51". The primary objectives of FIN
No. 46 are to provide  guidance  on the  identification  of  entities  for which
control is achieved  through means other than voting rights  (variable  interest
entities),  and how to  determine  when and  which  business  enterprise  should
consolidate  the  variable  interest  entity.  This new model for  consolidation
applies to an entity for which  either:  (a) the equity  investors do not have a
controlling  financial  interest;  or (b)  the  equity  investment  at  risk  is
insufficient to finance that entity's  activities  without receiving  additional
subordinated  financial  support from other  parties.  In  addition,  FIN No. 46
requires  that both the primary  beneficiary  and all other  enterprises  with a
significant  variable  interest in a variable  interest  entity make  additional
disclosures.  As amended in December 2003, the effective dates of FIN No. 46 for
us 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 variable
interest entities: the first period ended after March 15, 2004.

         As disclosed in the notes to our  accompanying  consolidated  financial
statements, we are associated with Web Tools International,  Inc. through common
ownership;  in  addition,  we were  virtually  Web  Tools  International's  only
customer for software  development  services in fiscal 2003.  Based on these and
other  factors,  we determined  that (1) Web Tools  International  is a variable
interest  entity and (2) we were its primary  beneficiary as of January 1, 2004.
Therefore,  effective  January 1, 2004, the accounts of Web Tools  International
were consolidated with those of AccuPoll.  For reasons explained in the notes to
our June 30, 2004 consolidated  financial statements,  the accounts of Web Tools
International were de-consolidated effective April 1, 2004.


The Continued Consolidation of a Subsidiary in Bankruptcy

         As discussed in the notes to our  accompanying  consolidated  financial
statements, Z prompt (a wholly owned subsidiary) filed bankruptcy in March 2004.
We are the single  largest  pre-petition  creditor of Z prompt.  Management  has
determined that it would not be meaningful to  de-consolidate  the accounts of Z
prompt at this time because we (a) have a substantial  negative  investment in Z
prompt  as of  September  30,  2004 and (b)  expect to  regain  control  of this
subsidiary  based on the  expectation  that Z prompt will be able to negotiate a
confirmed  reorganization plan and emerge from bankruptcy by approximately March
2005.

                                       7
<PAGE>

Recent Accounting Pronouncements

         We  continue  to assess  the  effects  of  recently  issued  accounting
standards.  The impact of all recently adopted and issued  accounting  standards
has been disclosed in Note 1 of the accompanying annual  consolidated  financial
statements.

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

ITEM 4.  CONTROLS AND PROCEDURES.



         We maintain disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 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.

         As of the end of the period covered by this report, our management
carried out an evaluation, under the supervision and with the participation of
our principal (chief) executive officer and principal (chief) financial officer,
of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act). Based upon the evaluation, our principal (chief)
executive officer and principal (chief) financial officer concluded that our
disclosure controls and procedures are not effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms.

         Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, will be or have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, and/or by management override of
the control. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, and/or the degree of compliance with the policies and
procedures may deteriorate. Because of the inherent limitations in a
cost-effective internal control system, misstatements due to error or fraud may
occur and not be detected.

         During the year ended June 30, 2004, we hired additional accounting
personnel to re-evaluate and revise our disclosure controls and procedures and
to implement new disclosure controls and procedures. As part of this plan and
implementation, we are reevaluating, redesigning, and documenting policies and
procedures, putting those procedures in operation and monitoring the
effectiveness of the procedures. Except as stated above, there was no change in
our internal controls over financial reporting (as defined in Rule 13a-15(f) of
the Exchange Act) or in other factors that could affect these controls during
our last fiscal quarter that has materially affected, or is reasonably likely to
material affect our internal control over financial reporting.



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         In December 2003,  Paul Musco,  the  ex-President  of our  wholly-owned
subsidiary,  Z prompt, Inc. filed suit against us and Z prompt in Superior Court
of  California,  County  of  Orange,  California.  The claim  alleged  breach of
contract, fraud and misrepresentation  stemming from our acquisition of, and his
termination of his employment  with, Z prompt.  Mr. Musco is seeking  damages in
excess of $800,000,  plus punitive  damages.  We believe that Mr. Musco breached
his agreements  with Z prompt and we have filed a cross  complaint for breach of
contract, fraud, negligence and breach of fiduciary duty seeking $2,000,000. Mr.
Musco has since filed his own cross-complaint  against us, Dennis Vadura,  Frank
Wiebe and Craig Hewitt alleging fraud and tortious  interference  with contract.
Paul Musco has also  modified his  complaint to include  additional  damages for
alleged  losses  resulting  from his  inability  to sell his shares of  AccuPoll
Holding Corp. In addition,  Michael Shockett, a former employee,  has joined the
suit and filed a cross  complaint  against us, Z prompt,  Dennis  Vadura,  Frank
Wiebe and Craig Hewitt alleging fraud,  tortuous  interference with contract and
wrongful termination. Michael Shockett was terminated from employment with us in
April 2004 for cause. Although no assurance can be given that we will prevail on
the merits,  we will vigorously  defend these  allegations.  The case is set for
trial in early January, 2005. The case is currently in discovery.

                                       8
<PAGE>

         In October 2003, a former  employee of Z prompt,  Nathalie  Luu,  filed
suit against us and Z prompt in Superior Court of California,  County of Orange,
California. The complaint claims wrongful termination, intentional infliction of
emotional  distress and  retaliatory  discharge,  based on allegations  that the
plaintiff  was  terminated  for  reporting  to  management   alleged  fraudulent
accounting  practices  by Z prompt  management.  The former  employee is seeking
$112,000 in monetary damages including loss of wages, plus punitive damages. The
case is currently in discovery.

         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 in the
United States Bankruptcy Court, Central District of California.  As of September
30, 2004, Z prompt had not filed a proposed Plan of Reorganization.  The Company
is currently in the process of preparing it's disclosure statement,  and a draft
of the proposed plan of re-organization.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Common Stock

         On September  13, 2004,  we completed a private  placement  transaction
with eleven  accredited  investors,  pursuant to which we sold an  aggregate  of
3,666,447  shares  of common  stock,  and an  aggregate  of  1,833,227  Series A
Warrants,  1,833,227  Series B Warrants  and  1,833,227  Series C  Warrants.  We
received gross proceeds  totaling  $1,749,900.  The private placement was exempt
from  registration  under Rule 506 of Regulation D under the  Securities  Act of
1933, as amended.

         During the  three-month  period ended  September  30,  2004,  we issued
18,806,248  shares of common  stock in  connection  with a cashless  exercise of
warrants. The transaction was exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended.

Warrants

Subsequent Events

         During  October,  2004 Hyde  Investments  converted  $200,000  of their
convertible  debt into 3,200,000  shares of common stock.  The  transaction  was
exempt from registration under Regulation S under the Securities Act of 1933, as
amended.

         In November, 2004, we completed a private placement transaction with 11
accredited investors, pursuant to which we sold an aggregate of 6,050,000 shares
of common stock, and 6,050,000  Series A warrants,  6,050,000 Series B warrants,
and 6,050,000 Series C warrants.  We received gross proceeds totaling  $605,000.
This private  placement  also  triggered a reset to exercise  prices of warrants
sold pursuant to the September 13, 2004 private  placement  described above. The
private  placement was exempt from  registration  under Rule 506 of Regulation D
under the Securities Act of 1933, as amended.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There was no matter  submitted to a vote of security holders during the
         period covered by this report.

ITEM 5.  OTHER INFORMATION.

         None.


                                       9
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      EXHIBITS.

EXHIBIT NUMBER                         DESCRIPTION
--------------    --------------------------------------------------------------
2.1               Reorganization  Agreement dated April 9, 2003 between AccuPoll
                  and Z prompt,  Inc.  (Incorporated by reference from Exhibit 1
                  to Form 8-K, filed April 23, 2003)

2.2               Agreement  and Plan of  Reorganization  dated June 30, 2004 by
                  and among AccuPoll Holding Corp., NTSD Acquisition,  Inc., NTS
                  Data  Services  Corp.,  NTS Data  Services,  Inc.,  Matthew M.
                  Biondi and John F. Jennings  (Incorporated  by reference  from
                  Exhibit 10.1 to Form 8-K, filed July 1, 2004).

3.1               Articles of Incorporation dated January 25, 1985 (Incorporated
                  by reference  from Exhibit 3(i) to Form 10-KSB for fiscal year
                  ended June 30, 2000, filed September 8, 2000)

3.2               Amendment to Articles of Incorporation  dated November 4, 1985
                  (Incorporated  by reference  from Exhibit 3(ii) to Form 10-KSB
                  for the fiscal year ended June 30,  2000,  filed  September 8,
                  2000)

3.3               Certificate  of Amendment to Articles of  Incorporation  dated
                  May 2, 2002  (Incorporated  by  reference  from Exhibit 3.3 to
                  Form  10-K/A for the fiscal  year ended June 30,  2004,  filed
                  October 6, 2004)

3.4               Certificate  of Amendment to Articles of  Incorporation  dated
                  May 23, 2002  (Incorporated  by reference  from Exhibit 3.4 to
                  Form  10-K/A for the fiscal  year ended June 30,  2004,  filed
                  October 6, 2004)

3.5               Certificate  of Amendment to Articles of  Incorporation  dated
                  June 2, 2003  (Incorporated  by reference  from Exhibit 3.5 to
                  Form  10-K/A for the fiscal  year ended June 30,  2004,  filed
                  October 6, 2004)

3.6               Bylaws  (Incorporated  by reference to Exhibit  3(iii) to Form
                  10-KSB  for  the  fiscal  year  ended  June  30,  2000,  filed
                  September 8, 2000)

3.7               Amendment  to Bylaws  dated  April 20, 2000  (Incorporated  by
                  reference from Exhibit 3.7 to Amendment No. 1 to Form 10-K for
                  the fiscal year ended June 30, 2004, filed October 6, 2004)

4.1               Debenture,  dated June 20, 2003 between AccuPoll and Palisades
                  Holdings,  LLC  (Incorporated by reference from Exhibit 4.1 to
                  Form  10-KSB/A for the fiscal year ended June 30, 2003,  filed
                  June 8, 2004)

4.2               Debenture,  dated  November 20, 2003, by and between  AccuPoll
                  Holding Corp.,  AccuPoll,  Inc. and Hyde Investments,  Ltd, as
                  amended  (Incorporated  by reference from Exhibit 10.1 to Form
                  10-Q/A for the quarter ended December 31, 2003,  filed June 8,
                  2004)

4.3               Debenture,  dated  November 20, 2003, by and between  AccuPoll
                  Holding  Corp.,  AccuPoll,  Inc. and  Livingston  Investments,
                  Ltd., as amended  (Incorporated by reference from Exhibit 10.1
                  to Form 10-Q/A for the quarter ended December 31, 2003,  filed
                  June 8, 2004)

4.4               Convertible  Note,  dated July 2003,  between AccuPoll and Pan
                  American  Management  (Incorporated  by reference from Exhibit
                  10.1 to Form 10-Q/A for the quarter ended  September 30, 2003,
                  filed June 8, 2004)

4.5               Subscription Agreement,  dated September 8, 2004 (Incorporated
                  by reference from Exhibit 4.1 to Form 8-K, filed September 17,
                  2004)

4.6               Form of  Common  Stock  Purchase  Warrant A  (Incorporated  by
                  reference  from Exhibit 4.2 to Form 8-K,  filed  September 17,
                  2004)

                                       10
<PAGE>


EXHIBIT NUMBER                         DESCRIPTION
--------------    --------------------------------------------------------------


4.7               Form of  Common  Stock  Purchase  Warrant B  (Incorporated  by
                  reference  from Exhibit 4.3 to Form 8-K,  filed  September 17,
                  2004)

4.8               Form of  Common  Stock  Purchase  Warrant C  (Incorporated  by
                  reference  from Exhibit 4.4 to Form 8-K,  filed  September 17,
                  2004)

4.9               Form of Placement  Agent  Warrant  (Incorporated  by reference
                  from Exhibit 4.5 to Form 8-K, filed September 17, 2004)

4.10              Form of Funds Escrow Agreement (Incorporated by reference from
                  Exhibit 4.6 to Form 8-K, filed September 17, 2004)

4.11              Subscription  Agreement,  dated November 4, 2004 (Incorporated
                  by reference from Exhibit 4.1 to Form 8-K, filed November 10,
                  2004)

4.12              Form of Common Stock  Purchase  Warrant  A  (Incorporated   by
                  reference from Exhibit 4.2 to Form 8-K, filed November 10,
                  2004)

4.13              Form of Common Stock   Purchase   Warrant B  (Incorporated  by
                  reference from Exhibit 4.3 to Form 8-K, filed November 10,
                  2004)

4.14              Form of Common Stock   Purchase   Warrant C  (Incorporated  by
                  reference from Exhibit 4.4 to Form 8-K, filed November 10,
                  2004)

4.15              Form of Placement Agent  Warrant  (Incorporated  by  reference
                  from Exhibit 4.5 to Form 8-K, filed November 10, 2004)

4.16              Form of Funds Escrow   Agreement  (Incorporated  by  reference
                  from Exhibit 4.6 to Form 8-K, filed November 10, 2004)

9.1               Proxy in favor of Dennis  Vadura and Frank Wiebe from Picasso,
                  LLC  (Incorporated  by reference from Exhibit 10.9 to the Form
                  10-KSB for the fiscal year ended June 30, 2002,  filed October
                  7, 2002)

9.2               Proxy  in  favor  of  Dennis   Vadura  and  Frank  Wiebe  from
                  ViperTrust  (Incorporated  by reference  from Exhibit 10.10 to
                  the Form 10-KSB for the fiscal year ended June 30, 2002, filed
                  October 7, 2002)

9.3               Proxy in favor of Dennis  Vadura and Frank  Wiebe from  Aramis
                  Investment, LLC (Incorporated by reference from Exhibit 9.3 to
                  Form  10-KSB/A for the fiscal year ended June 30, 2003,  filed
                  June 8, 2004)

9.4               Proxy in favor of  Dennis  Vadura  and  Frank  Wiebe  from The
                  Glacier Trust  (Incorporated  by reference from Exhibit 9.4 to
                  Form  10-KSB/A for the fiscal year ended June 30, 2003,  filed
                  June 8, 2004)

9.5               Proxy in favor of Dennis  Vadura and Frank Wiebe from Morpheus
                  Trust  (Incorporated  by  reference  from  Exhibit 9.5 to Form
                  10-KSB/A for the fiscal year ended June 30,  2003,  filed June
                  8, 2004)

10.1              Stock Exchange  Agreement dated May 20, 2002, between WIPC and
                  AccuPoll, Inc., Dennis Vadura and Frank Wiebe (Incorporated by
                  reference from Exhibit 1 to Form 8-K/A, filed May 28, 2002)

10.2              Employment  Agreement,  dated  May 20,  2002,  between  Dennis
                  Vadura and AccuPoll  (Incorporated  by reference  from Exhibit
                  10.2 to Form 10-KSB/A for the fiscal year ended June 30, 2003,
                  filed June 8, 2004)

10.3              Employment Agreement,  dated May 20, 2002, between Frank Wiebe
                  and AccuPoll  (Incorporated  by reference from Exhibit 10.2 to
                  Form  10-KSB/A for the fiscal year ended June 30, 2003,  filed
                  June 8, 2004)

                                       11
<PAGE>




EXHIBIT NUMBER                         DESCRIPTION
--------------    --------------------------------------------------------------



10.4              Indemnification Agreement,  between Dennis Vadura and AccuPoll
                  (Incorporated  by reference from Exhibit 10.13 to the Form-KSB
                  for fiscal year ended June 30, 2002, filed October 7, 2002)

10.5              Indemnification  Agreement,  between  Frank Wiebe and AccuPoll
                  (Incorporated  by reference from Exhibit 10.14 to the Form-KSB
                  for fiscal year ended June 30, 2002, filed October 7, 2002)

10.6              Master  Services  Agreement  dated  April  2002 with Web Tools
                  International,  Inc.  (Incorporated  by reference from Exhibit
                  10.7 to Form-KSB  for fiscal year ended June 30,  2002,  filed
                  October 7, 2002)

10.7              Consulting Agreement dated April 23, 2002 between AccuPoll and
                  GCH Capital,  Ltd (Incorporated by reference from Exhibit 10.8
                  to Form-KSB for fiscal year ended June 30, 2002, filed October
                  7, 2002)

10.8              Consulting Agreement, dated May 29, 20002 between Craig Hewitt
                  and AccuPoll  (Incorporated by reference from Exhibit 10.17 to
                  the  Form-KSB  for  fiscal  year ended  June 30,  2002,  filed
                  October 7, 2002)

10.9              AccuPoll 2002 Consultant  Compensation  Plan  (Incorporated by
                  reference from Exhibit 10 to Form S-8 filed June 11, 2002)

10.10             Exclusive  Territory and Compensation  Agreement,  November 4,
                  2003, by and between AccuPoll and AmCad, LLC  (Incorporated by
                  reference  from Exhibit  10.12 to Form 10-KSB/A for the fiscal
                  year ended June 30, 2003, filed June 8, 2004)

10.11             Standard Sublease dated July 23, 2003 between Greenberg Farrow
                  Architecture,  Inc.  and AccuPoll  (Incorporated  by reference
                  from Exhibit  10.14 to Form 10-KSB/A for the fiscal year ended
                  June 30, 2003, filed June 8, 2004)

10.12             Teaming  Agreement dated July 9, 2004 by and between AccuPoll,
                  Inc. and Alternative  Resources  Corporation  (Incorporated by
                  reference  from Exhibit 10.12 to Form 10-K for the fiscal year
                  ended June 30, 2004, filed September 28, 2004)

10.13             Exclusive  Supply  Agreement  dated  December  20, 2001 by and
                  between Source Technologies, Inc. and Web Tools International,
                  Inc. (Incorporated by reference from Exhibit 10.13 to Form10-K
                  for the fiscal year ended June 30, 2004,  filed  September 28,
                  2004)

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


                                       12
<PAGE>


(B)      REPORTS ON FORM 8-K.

         On July 1,  2004,  we filed a report on Form 8-K  under  Items 2 and 7,
reporting the acquisition of 100% of the issued and outstanding capital stock of
NTS Data Services, Inc. As of August 31, 2004 the transaction had not closed due
to certain  conditions  of the  transaction  not being met and NTS provided us a
letter   expressing   interest  not  to  move  forward  with  the   contemplated
transaction.

         On  September  2, 2004,  we filed a report on Form 8-K under Item 5.02,
reporting the appointment of Phil Trubey to our Board of Directors.

         On September  17, 2004, we filed a report on Form 8-K under Items 1.01,
3.02 and 9.01, reporting the completion of a private placement  transaction with
11  accredited  investors,  pursuant to which we sold an  aggregate of 3,666,447
shares of common stock, 1,833,227 Series A Warrants, 1,833,227 Series B Warrants
and  1,833,227   Series  C  Warrants.   We  received  gross  proceeds   totaling
$1,649,900.10.  For each two shares of common stock,  we issued  investors one A
Warrant,  one B Warrant  and one C Warrant.  Each two shares and three  warrants
were  sold  at  a  price  of  $0.90.  The  private  placement  was  exempt  from
registration under Rule 506 of Regulation D under the Securities Act of 1933, as
amended.

                                       13

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    ACCUPOLL HOLDING CORP.

Dated:   March 14, 2005             By: /s/ Dennis Vadura
                                        -------------------------------------
                                        Dennis Vadura,
                                        Chief Executive Officer and Director


Dated:   March 14, 2005             By:  /s/ Frank J. Wiebe
                                        -------------------------------------
                                        Frank J. Wiebe,
                                        President, Secretary, Treasurer
                                        and Director


Dated:   March 14, 2005             By:  /s/ Craig A. Hewitt
                                        -------------------------------------
                                        Craig A. Hewitt,
                                        Chief Financial Officer and Principal
                                        Accounting Officer

                                       14