<pre>
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              2nd Amendment to
                                 FORM 10-KSB
(MARK ONE)
 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2006     OR

 [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the transition period from __________ to __________

                      Commission file number:  0-28811

                             VOTE POWER CORPORATION
                          -----------------------------
             (Exact Name of registrant as specified in its charter)


          Florida                   0-25853                59-1413673
----------------------------   ------------------------  -----------------
(State or other jurisdiction   (Commission File Number)  (I.R.S. Employer
      of incorporation)                                  Identification No.)

                           9018 Balboa Blvd. Ste. 534
                          Northridge, California 91325
                     ---------------------------------------
                    (Address of principal executive offices)


                                 877-217-3633
                          -------------------------
                          Issuer's telephone Number

         Securities registered under Section 12(b) of the Exchange Act:
          Title of each class      Name of each exchange on which registered
                None                                   None

     Securities registered under Section 12(g) of the Exchange Act:
                          (Title of Class)
                               None
                       _____________________

Check whether issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  |   |

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES | |  NO |X|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |   |

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |X|  NO |   |

The Company's revenue for the twelve months ended December 31, 2006
was $0.

As of January 30, 2008, the Company had a total of 64,383,000 shares of Class
B Common Stock, par value $.005 per share (the "Common Stock"), outstanding and
had no shares of Class A Common Stock outstanding.

Transitional Small Business Disclosure Format (check one):YES |  | NO |X|

DOCUMENTS INCORPORATED BY REFERENCE: None.

===============================================================================
<page>1

<table>

TABLE OF CONTENTS

PART I                                                                                         Page
<C>      <C>                                                                                    <C>
Item 1.  Description of Business.................................................................2
Item 2.  Description of Property.................................................................6
Item 3.  Legal Proceedings.......................................................................6
Item 4.  Submission of Matters to a Vote of Security Holders.....................................6

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters................................7
Item 6.  Management's Discussion and Analysis or Plan of Operation...............................10
Item 7.  Financial Statements....................................................................16

PART III

Item 8A. Controls and Procedures.................................................................17
Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the
         Exchange Act............................................................................17
Item 10. Executive Compensation..................................................................18
Item 11. Security Ownership of Certain Beneficial Owners and
           Management............................................................................19
Item 12. Certain Relationships and Related Transactions..........................................20
Item 13. Exhibits and Reports on Form 8-K........................................................21
Item 14. Principal Accountant Fees and Services..................................................21

SIGNATURES   ....................................................................................22
</table>
                             PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This report contains forward-looking statements, including among others:

    o   our product development activities;
    o   our business strategy for establishing a presence in the pallet market;
    o   anticipated trends in our financial condition and results of
        operations; and
    o   our ability to distinguish ourselves from our current and future
        competitors.

    You can identify forward-looking statements generally by the use of
forward-looking terminology such as "believes," "expects,"  "may," "will,"
"intends," "plans," "should," "could," "seeks," "pro forma," "anticipates,"
"estimates," "continues," or other variations thereof, including their use in
the negative, or by discussions of strategies, opportunities, plans or
intentions. You may find these forward-looking statements under the captions
"Risk Factors," "Management's Discussion and Analysis or Plan of Operation,"
and "Description of Business," as well as captions elsewhere in this report. A
number of factors could cause results to differ materially from those
anticipated by forward-looking statements, including those discussed under
"Risk Factors" and "Description of Business."

    These forward-looking statements necessarily depend upon assumptions  and
estimates that may prove to be incorrect.  Although we believe that the
assumptions and estimates reflected in the forward-looking statements are
reasonable, we cannot guarantee that we will achieve our plans, intentions or
expectations. The forward-looking statements involve known and  unknown risks,
uncertainties and other factors that may cause actual results to differ in
significant ways from any future results expressed or implied by the forward-
looking statements.

ITEM 1.  DESCRIPTION OF BUSINESS.

Overview

From June 30, 2000 to the end of the first quarter of 2004, Vote Power
Corporation formerly Ludlum Construction Co., Inc., a Florida corporation, (the
"Company") was a dormant company with no operations, no income and no expenses.
It did however maintain its OTC Bulletin Board listing (Pink Sheets).

B. Business

Overview

Power Concept

United States represents the strongest democracy in the world. The strength of
its democracy flourishes in a free and fair election process.  The nation
offers an election process in which the founding fathers of the nation sowed
the seeds of democracy.  The United States election process is not only the
strongest pillar for its democracy, but also the showcase for the democracies
of the world to derive inspiration from.

Year 2000 election debacle resulted in a speedy approval of an Election Reform
Bill (HAVA - Help America Vote Act) by the United States Senate.  The HAVA Act
has initially approved and provided for $3.86 billion federal funding for the
50 States to upgrade their election support systems.  The bill also bans the
use of legacy 'Punch Card' voting solutions in future elections.

Power Challenge

Following the approval of the HAVA Act, the United States Department of
Election Services ("US DES") initiated a $120 million project in conjunction
with MIT and CalTech to develop the requirements and standards for the vendors
who wish to participate in creating the electronic voting software.  These
requirements and standards are in addition to the certification requirements
mandated by the National Association of State Election Directors ("NASED").

Although several of the software vendors are certified by NASED at the present
time, none of the newly developed solutions are in full compliance with the
requirements set forth by the MIT and CALTECH reports and standards.

Power Opportunity

There are 3126 counties in 50 United States requiring the HAVA and NASED
approved solution.  Georgia is the only state where a state-wide upgrade had
been implemented in its 159 counties. However, due to the securities
vulnerabilities in the vendor's software solution, even the State of Georgia
will still have to start the process over again.  This means that all of the 50
States will have to implement the new and improved solution over coming months.

Based on the consensus of the Secretaries of States of the 50 states, the
minimum electronic voting market size is about $5 billion.

Apart from the behemoth United States market, the worldwide e-voting market
size is estimated to be about $ 40 billion over the next 10 years.

Vote Power Solution

In order to capitalize on the immense opportunity and to fill the gap of having
no MIT compliant voting software in the market, Vote Power is launching a
portfolio of electronic voting software products this year.  These products,
upon completion, will be in complete compliance of the MIT and CalTech

<page>2

requirements as well as certifiable by the NASED standards.  The security,
scalability, availability, and usability of the products under development from
Vote Power will be superior to any other certified or non-certified solution in
the market today.

Vote Power's has created software to address an election official's need to
meet the documentation guidelines imposed by HAVA (Help America Vote Act) while
empowering the citizen by offering the most secure voting platform. The goal is
to make Vote Power the industry standard for HAVA compliant voting software.
Vote Power will create user friendly, secure, and scalable software, update it
frequently with the latest changes in HAVA regulations, and use the latest
processing technology.  Vote Power will serve the state and county election
officials in a variety of practice settings and will offer ongoing education,
training, and product support.

Vote Power Products

     o  Voter Registration (PowerReg) - A massive relational database that
        holds identification of each voter

     o  ABS (Absentee Ballot Solution) (PowerScan) - Helps a voter to vote
        remotely or as an absentee voter

     o  DRE (Direct Recording Equipment Solution) (PowerVote) - The equipment
        used to cast the ballots at various polling sites.  The equipment will
        also be ADA (American Disabilities Act) compliant.

     o  EMS (Election Management System) (PowerManage) - Software package that
        is created to manage electronic voting

     o  Election Deployment (PowerCenter) - Managing the Election Day by the
        minute; a proactive tool for trouble free Election Day

     o  Election Reporting (PowerReport) - A tool for collecting and reporting
        the results to the public/network (Provisional and final tally)

Completion of all six software packages is not necessary to secure contracts
and begin sales of the product. To stimulate interest, conserve funds and begin
sales of the product, the DRE demo (touch screen voting solution) will be
completed first.  CyberThink, one of the premier providers of IT services and
resources in the United States, will assist in the software development.  The
cost of all six software packages, certification, training, marketing, and
operating expenses are estimated to be $2 million.

<page>3

Electronic Voting Lifecycle

General Overview

In the United States, the election process life cycle is comprised of several
key steps as outlined in brief below.

    o Registering to vote - a voter must be registered with the county/state
      officials before he/she is allowed to vote.

    o Casting ballots as an absentee ballot - off site or remote casting of
      ballots (by mail).

    o Touch screen equipment to select the candidate and cast the ballot - The
      voter actually selects the candidate of his/her choice and casts the
      ballot through this touch screen machine (DRE).

    o Counting and tallying the cast ballots - after the voter has cast his/her
      ballot; this process actually verifies the legitimacy and counts the cast
      ballot as a vote.

    o Relaying and delivering the reports - the process in which the results of
      the elections are broadcast to the network television and other news
      agencies.

<page>4

Special Note About Voter Registration Database Reforms

Up until the passing of the HAVA Act, each county was responsible for
registering its voters on a per-county basis.  The county level voter
registration system left huge holes in the system whereby a voter could
potentially vote multiple times by moving from county to county on the Election
Day.  To overcome this deficiency, the HAVA Act mandates that the voter
registration must be managed at the state level.  While the state-level voter
registration does address the deficiencies left by the county-level
registration, it is a major avenue of opportunity for Vote Power.

Every county of each state in the United States has to merge its database with
the eventual state database, which will be centralized and managed from one
single location.  If this step is not performed correctly, the subsequent voting
lifecycle steps cannot be performed, or will be performed on a flawed and
inaccurate original data - 'garbage in, garbage out' scenario!

Vote Power has industry leading experts who help the state and county officials
on other critical database design and management, thus we are slated to capture
on their trusted advisory positions to bring business to Vote Power on the
voter registration databases.

Employees

The Company currently has three (3) employees and/or officers and one part-time
employees and/or officers. These employees are experienced in software design
and deployment. These employees are involved in executive, corporate
administration, operations and sales and marketing functions. We also use the
services of outside consultants and experts on many of our projects to help
reduce costs. Additional staffing will occur on an as-needed basis, dictated by
the sales volume achieved.

<page>5

Item 2. Description of Property

The Company leases corporate office space. The Company's principal executive
office address is 9018 Balboa Blvd., Ste. 534, Northridge, California 91325.
Management considers the Company's current principal office space arrangement
adequate until such time as the Company consolidates its office and warehouse
space as it achieves its business plan goals.

Item 3.   Legal Proceedings

There are no legal proceedings filed, or to the Company's knowledge, threatened
against the Company that the Company believes would have, individually or in
the aggregate, a material adverse effect upon its financial condition or
results of operations.

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

None.

<page>6
                            PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

The following table shows the high and low closing bid prices of our common
stock  for the periods  presented. Our common stock trades on the Pink Sheets
under the symbol "VPWR".

                                                        Price Range
                                                        High    Low
                                                      -------  ------
    Year Ended December 31, 2006:
        First Quarter                               $  0.09   $ 0.025
        Second Quarter                                 0.09     0.025
        Third Quarter                                  0.04     0.025
        Fourth Quarter                                 0.06     0.025

                                                       Price Range
                                                       High     Low
                                                      -------  ------
    Year Ended December 31, 2007:
        First Quarter                               $   0.07  $ 0.010
        Second Quarter                                  0.09    0.005
        Third Quarter                                   0.09    0.005
        Fourth Quarter                                  0.03    0.001

As of January 22, 2008, we had 64,383,0000 shares of common stock outstanding
and held of record by approximately 200 shareholders, and  the high and low sale
prices of a share of our common stock on the Pink Sheets on that date  were
$.035 and  $.027,  respectively. Within  the holders of record of our common
stock are depositories such as Cede  & Co. that hold shares of stock for
brokerage firms, which, in turn, hold  shares of stock for beneficial owners.

We have never paid cash dividends on our common stock and do not currently
intend  to  pay  cash  dividends  on  our  common  stock  in the foreseeable
future. We are restricted  from paying dividends on our  common stock under
state law, and the terms of our secured convertible debentures. We currently
anticipate  that we will  retain any earnings  for use in  the continued
development of our business.

<page>7

Our authorized capital stock consists of 250,000,000 shares of common stock.

The following is a summary description of our capital stock.

Issuer has two classes of common capital stock outstanding

A - Class A Common Stock

On October 24, 1997, documents were filed with the Secretary of State of
Florida amending the Issuer's Articles of Incorporation and authorizing the
issuance of One (1) share of Class A common stock of $0.01 par value per share.

This class of common stock has the right to receive the amount of dividends
declared from time to time by the Board of Directors in accordance with, and
resulting from, the operating performance of the company.

The Class A common share is entitled to cast one vote in any matter legally
presented to it.

No preemptive rights are inherent in the Class A common stock.

No other material rights are contained other than the normal rights to a
proportionate distribution of liquidating dividends after satisfaction of any
and all prior claimants.

There is no provision in the charter or by-laws that would enable the holder of
this one share of stock to delay defer or prevent a change in control of
Issuer.

As of the date of this report, the one share of Class A common stock has not
been issued.

B - Class B Common Stock

On October 24, 1997, documents were filed with the Secretary of State of
Florida amending the Articles of Incorporation of Issuer and authorizing the
issuance of 9,999,999 shares of $0.01 par value Class B common stock.

A special meeting of the Issuer's shareholders was convened on November 22,
2003. By a majority vote in favor, the Issuer's shareholders authorized a 2 for
1 stock split of its B common stock, an increase in the number of common B
stock authorized from 9,999,999 to 250,000,000 shares. The par value of the
Class B Common Stock was reduced by 50% to $0.005

This class of common stock has the right to receive the amount of dividends
declared from time to time by the Board of Directors in accordance with, and
resulting from, the operating performance of the company.

The Class B common share is entitled to cast one vote in any matter legally
presented to it.

No preemptive rights are inherent in the Class B common stock.

No other material rights are contained other than the normal rights to a
proportionate distribution of liquidating dividends after satisfaction of any
and all prior claimants.

There is no provision in the charter or by-laws that would enable shareholders
of Class B common stock to delay, defer or prevent a change in control of
Issuer.

<page>8

C - Debt securities

Issuer has no debt securities outstanding and has no plans or intentions to
issue any such securities.

D - Other securities to be offered

At this time, and in this document, Issuer is registering no other securities.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is

Mezzanine Finance & Transfer Corp.
6671 West Indiantown Road
Suite 56-307
Jupiter, FL 33458

<page>9

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our
consolidated  financial statements and  notes and the  information included
under  the  caption "Risk  Factors"  included  elsewhere in  this document.
Except  for  historical  information,  the  following discussion contains
forward-looking statements  that involve risks  and uncertainties, such as
statements  of our plans,  objectives, expectations and  intentions and  our
current  beliefs  regarding revenues  we  might  earn  if we  are successful in
implementing  our business  strategies.  See  "Special Note Regarding Forward-
Looking  Statements" for  further  information regarding forward- looking
statements. Our actual  results may differ materially  from the results
discussed  in the forward-looking  statements as a  result of a number of
factors,  many of which  are beyond our  control, including those factors
discussed under "Risk Factors" and other headings in this document, which could,
among  other things, cause  the price of  our common stock  to fluctuate
substantially.

Overview

We are in the business to develop, produce, market and sell voting and internet
security software to various unrelated entities located throughout the United
States, Canada and South America.  We subcontract for the manufacture of its
hardware on a competitive bid basis. These manufacturers are selected on the
basis of their equipment and manufacturing capabilities. The Company supplies
the software to run the computer hardware and voting machines for each specific
application.

Since 2005, we have been principally involved in research and development of its
products and the development of markets for its Voting System. Until the first
quarter of 2005, the Company had no substantial operations or substantial assets
and was and is considered to be in the development stage. We are currently in
talks with various interested funding groups for full and/or partial funding of
the Company's developmental Voting System monetary budget requirements.

<page>10

Critical Accounting Policies and Estimates

The following discussion and analysis is based upon our financial statements,
which have been prepared using accounting principles  generally accepted in the
United States of America.  The preparation of our financial statements requires
management  to make  estimates  and  assumptions that affect  the reported
amounts  of revenue  and  expenses,  and  assets and liabilities, during  the
periods  reported.   Estimates  are  used   when accounting  for certain  items
such  as   depreciation,  likelihood  of realization of certain assets, employee
compensation programs and valuation of intangible assets.  We base  our
estimates on historical experience  and other assumptions that we  believe are
reasonable under  the circumstances. Actual results may differ from our
estimates.

We believe the following critical accounting policies affect our more
significant  judgments and  estimates used  in the  preparation of our financial
statements.   We  have based  our  financial  statements on  the assumption of
our operations continuing  as a going concern.  As  a result, we continue to
depreciate fixed assets and show certain debts as long-term. We have written-off
the value of  technology in prior  periods because the realization of that
value was doubtful.   Our compensation of  consultants and employees with our
capital stock is recorded at estimated market value. The  volatile  nature  of
the  price  of  our  common  stock  causes  wide disparities in certain
valuations.

        Results of Operations for the Year Ended December 31, 2006

From June 30, 2000 to the end of 2004, we were a dormant company with no
operations, no income and no expenses. It did however maintain its Pink Sheet
listing.

Revenues for the years ended December 31, 2006 were $0. Total Operating expenses
were $1,863 for the year 2007.

Net loss for the year 2006 was $1,863.

<page>11

        Liquidity and Capital Resources

As  of December 31, 2006, we had  a working  capital deficit of approximately
$28,000. As of that date, we had approximately $330 in cash and cash
equivalents.  We had current liabilities of approximately $28,000.

Our continued operations are dependent on securing additional sources of
liquidity through debt and/or equity financing.

As indicated above, our financial statements as of and for the year  2006 have
been prepared  on a  going  concern  basis, which contemplates the realization
of  assets and satisfaction of liabilities in the normal course of business.

We have been, and currently are, working toward identifying and obtaining new
sources  of   financing.  We are currently in discussions with a number of
funding sources capable of funding the full development of our Voting Power
voting system.

<page>12

                             Risk Factors

An investment in our common stock involves a high degree of risk.  In addition
to the other information in this document, you should carefully consider the
following risk factors before deciding to invest in shares  of our common
stock. If  any of  the following risks actually  occurs, it is likely that our
business,  financial condition and operating  results would be  harmed.  As a
result,  the trading  price  of our  common  stock could decline, and you could
lose part or all of your investment.

        We  have  no  history  of  significant revenues, have incurred losses,
        could have continued losses and may never achieve profitably.  If we
        continue  to incur losses, we may have  to  curtail our  operations,
        which may prevent us from voting software and machines as well as
        internet security software.

We have no history of significant revenues, have not been profitable and may
experience continued losses.  Historically, we  have relied  upon cash from
financing activities to fund all of the cash requirements of our activities and
have incurred  significant  losses and  experienced negative cash  flow.  As of
December 31, 2006,  we  had  an  accumulated deficit  of approximately
$1,835,000 with current deficit being approximately $54,000 attributable to Vote
Power since 2004. We cannot predict when we will become profitable or if we ever
will become profitable, and we may continue to incur losses for an indeterminate
period of time and may never achieve or sustain profitability. An extended
period of losses and negative cash flow may prevent us from successfully selling
our products.

Our losses have resulted principally from costs incurred in  connection with the
prior business the development and only a small portion related to our current
development efforts of our software and from costs associated with our marketing
and administrative  activities. We  expect our operating expenses to
dramatically  increase as  a result of the planned sale of voting machine
equipment and the ancillary revenues associated with the service, training and
installation of our products.  Even if  we are able to achieve profitability, we
may  be unable  to  sustain  or  increase our profitability on a quarterly or
annual basis.

        Without financing, we may be unable to achieve the objectives of our
        current business strategy, which could force us to delay, curtail  or
        eliminate our product development programs.

If we are unable to obtain financing, we could be forced to delay, curtail or
eliminate  certain  product  development programs. In addition,  our inability
to  obtain financing could  have such a material adverse effect on our business,
prospects, results  of operations or financial  condition that we may be
forced  to restructure,  file for bankruptcy, sell assets  or cease operations
entirely, any of  which could jeopardize an investment in our common stock.

<page>13

        Many companies with greater resources and  operating experience are
        developing voting and computer security software similar to that of
        ours. These  companies  could successfully compete with us and
        negatively affect our business and our opportunity to achieve
        profitability.

We have significant competition and  although we believe that our voting
software and equipment are competitive in the  marketplace, we cannot assure
you that these or other companies with greater experience and greater resources
than Vote Power will not negatively affect our business prospects and impair
our ability to achieve profitability.

        Our  failure  to  manage  growth  effectively  could impair our
        business.

Although we do not currently have significant revenue-generating operations,
our strategy envisions a  period of  rapid growth  that may impose a
significant burden  on our administrative and operational resources. Our
ability to effectively manage growth will  require us  to substantially expand
the  capabilities of  our administrative and operational resources and to
attract, train, manage  and retain qualified engineers, technicians,
salespersons and other  personnel. There can be no assurance that we will  be
able to do so. If we are  unable to successfully manage  our growth,  our
business,  prospects, results  of operations  and  financial  condition  could
be  materially  and adversely affected.

<page>14

        Our  common stock  price is  subject to  significant volatility,
        which could result in substantial losses for investors and in
        litigation against us.

The stock market as a whole and individual stocks historically have experienced
extreme price  and volume fluctuations,  which often have  been unrelated to
the performance of the related corporations. During the three months ended
December 31, 2007, the high and low closing bid prices of our common stock were
$.02 and $.001,  respectively. The market  price of our common stock may exhibit
significant fluctuations in the future response to various factors, many of
which are beyond our control and which include:

        o       variations in our quarterly operating results, which variations
                could result from, among other things, changes in the needs of
                one or more of our customers;
        o       changes in market valuations of similar companies and stock
                market price and volume fluctuations generally;
        o       economic conditions specific to the industries in which we
                operate;
        o       announcements by us or our competitors of new or enhanced
                products, or  services or  significant contracts,  acquisitions,
                strategic relationships, joint ventures or capital commitments;
        o       regulatory developments; and
        o       future sales of our common stock or other debt or equity
                securities.

If our operating results in future quarters fall below the expectations of
market makers, securities analysts and investors, the price of our  common
stock  likely will  decline, perhaps  substantially. In  the past, securities
class action litigation  often has been brought against  a company  following
periods  of  volatility  in  the  market  price  of its securities.  We may  in
the  future be  the target  of similar  litigation. Securities litigation could
result in substantial costs and liabilities and could divert management's
attention and resources. Consequently, the  price at which you purchase shares
of  our common stock may not be  indicative of the price that  will prevail in
the trading market.  You may be  unable to sell your shares of common stock at
or above your purchase price, which may result in substantial losses to you.

        Because we are subject  to the "Penny Stock"  rules, the level of
        trading activity in  our stock may  be reduced.

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated  by penny stock  rules adopted by  the Securities and Exchange
Commission.  Penny  stocks,  like  shares  of  our  common stock, generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on NASDAQ).  The
penny  stock  rules  require  a  broker-dealer,  prior  to a transaction  in a
penny stock  not otherwise  exempt from  the rules,  to deliver a standardized
risk  disclosure document that provides  information about penny stocks  and
the nature  and level of  risks in the  penny stock market. The broker-dealer
also must  provide the customer with current  bid and offer quotations  for the
penny  stock, the compensation  of the broker-dealer and its salesperson in the
transaction, and, if the  broker- dealer is the sole market maker, the broker-
dealer must disclose this fact and the broker-dealer's  presumed  control  over
the  market,  and  monthly account statements  showing  the market  value  of
each  penny  stock held in  the customer's account. In addition,  broker-
dealers who sell these securities to persons other than established customers
and "accredited investors" must make a  special written  determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written  agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security subject to  the penny stock rules,
and investors in our  common stock may find it difficult to sell their shares.

<page>15

        Because our stock is not listed on a national securities exchange, you
        may find it difficult to dispose of or obtain quotations for our common
        stock.

Our common stock trades under the symbol "VPWR" in the Pink Sheets.
Because our stock trades on the Pink Sheets rather  than on a national
securities exchange, you  may find  it difficult  to either dispose of, or to
obtain quotations as to the price of, our common stock.

ITEM 7. FINANCIAL STATEMENTS.

The financials filed with this report are unaudited. We are in the process of
an audit of our financial statement and soon as the audit is completed we will
file an amendment to this 10-KSB.

<page>16
                     FINANCIAL STATEMENTS

                        VOTE POWER CORP.
                        BALANCE SHEETS
                         (Unaudited)

                                     December 31, 2006
                                     ------------------
              ASSETS
              ------

CURRENT ASSETS
--------------
   Cash in bank                       $         331
                                      --------------
   Total assets                       $         331

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

CURRENT LIABILITIES
-------------------
Notes Payable to related parties     $       27,843
                                     ---------------

TOTAL CURRENT LIABILITIES            $       27,843
                                     ===============

STOCKHOLDERS' EQUITY

Class B Common stock, $.005 par value,
   250,000,000 shares authorized,
   64,383,0000 issued and outstanding        321,915

Additional paid in capital                 1,485,025

Accumulated deficit, including deficit
accumulated during the development
stage of $53,888                          (1,834,452)
                                      --------------
                                             (27,512)
                                      ---------------
   Total liabilities and shareholders'
   equity                             $          331
                                      ===============

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-1

                                VOTE POWER CORP.
                           STATEMENTS OF OPERATIONS
                           -------------------------

                                             For the Year ended
                                             December 31, 2006
                                             -------------------

                                               (unaudited)

Sales                                         $      -
                                              --------------
Operating expenses:
General and administrative                    $       1,063
Taxes and fees                                $         800
                                              --------------
Total operating expenses                              1,863
                                              --------------

Net loss                                      $      (1,863)
                                              ==============


                              VOTE POWER CORP.
                          STATEMENTS OF CASH FLOWS
                           -------------------------


                                             For the Year ended
                                              December 31, 2006
                                             -------------------
                                               (unaudited)
Cash Flows from Operating Activities
Net loss                                      $     (1,863)
   Noncash item included
   In net income (loss) -
     Fair value of securities issued
       for compensation                                  0
                                              --------------
Net cash provided (used)
by operating activities                             (1,863)
                                              --------------

Net increase (decrease) in cash                     (1,863)
Cash -  beginning of year                            2,194
                                              --------------
Cash - end of year                            $        331
                                              ==============

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-2

<table>
             VOTE POWER CORP. STATEMENTS OF STOCKHOLDERS' EQUITY
                  (for the year ended December 31, 2006)
                                 (Unaudited)

                                                          Class B
                             Date of         Number        Common     Additional       Additional
                            Transaction     of Shares      Stock    Paid in Capital     Deficit         Total
                            -----------     -----------   --------  ---------------   ------------     ---------
                         <C>             <C>           <C>       <C>               <C>              <C>
Balance December 31, 2005                   64,383,000    $321,915  $     1,485,025   $(1,832,589)     $(25,649)

Net Income (loss)                                                                          (1,863)       (1,863)
Issuance of common stock,
  $.005 par value

Proceeds from issuance
of common stock in excess
of par value

                                             ----------   ----------  ------------   ------------    ------------
Balance December 31, 2006                    64,383,000   $321,915     $1,485,025    $(1,834,452)    $  (27,512)
                                             ==========   ==========  ============   ============    ============

The accompanying notes and accountant's report should be read with these financial statements.
</table>

<page>F-3

VOTE POWER CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION AND BUSINESS

Ludlum Construction Co., Inc., a Florida corporation,  was founded and
incorporated in 1976 by Noah Ludlum. Ludlum was a dredging and land
excavating contractor providing dredging services for navigable waterways, lake
construction and marinas. It also provided excavation and development relating
to construction of golf courses and land subdivisions. Its offices were in
Martin County, Florida.

In April 1998, Noah Ludlum resigned as president, turning management over to
James Schwarz, who has been employed by the Ludlum since its inception.

In March 1998, Ludlum conducted a private offering under Rule 504 Of
Regulation D of the Securities Exchange Act of 1934. On September 18, 1998
Ludlum was approved by the National Association of Securities Dealers (NASD)
for listing on the OTC Bulletin Board with the symbol LDLMB.

In fiscal year 2000, Ludlum experienced cost overruns on two jobs.  The
excessive costs, difficulty in dredging at the St. Lucie County Landfill, and
significant underbidding of the job caused a loss of approximately $240,000 to
be recorded on this job. It was finished with an additional loss of $240,000.
Ambiguities and disputes as to the amount of fill removed in the Andros Isle
contract caused Ludlum to write off $150,000.00 on that contract.

Because it was not awarded several key contracts on which it had bid, Ludlum
was unable to continue funding its day to day operations and its debt service
requirements. On September 11, 2001, Ludlum was forced to cease all operations
because a group of secured creditors filed suit to repossess Ludlum's heavy
equipment on which it had a lien. Ludlum's management tried unsuccessfully to
arrange bank financing in the amount of $1,200,000 to refinance the company.
The few remaining accounts receivable became uncollectible and were written
off. In an attempt to reach an agreement, negotiations with Ludlum's bankers
continued to no avail.

From June 30, 2000 to the end of the first quarter of 2004, Ludlum was a
dormant company with no operations, no income and no expenses.

<page>F-4

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

In September 2003, a consultant to VotePower Corp. contacted Ludlum and
exploratory talks commenced towards creating a business relationship between
the two entities. Initial discussions became negotiations that progressed in a
positive manner. In order to facilitate the creation of the business
relationship, a special meeting of Ludlum's Board of Directors, chaired by
James K. Schwarz, Chairman and Chief Executive Officer, was convened on
November 22, 2003. A general meeting of Ludlum's shareholders followed the
Board of Directors meeting. By a majority vote in favor, Ludlum's shareholders
authorized a 2 for 1 stock split of its B common stock, an increase in the
number of common B stock authorized from 10,000,000 to 250,000,000 shares and
the appointment of Floyd D. Wilkenson as Ludlum's Sole Director and Trustee.
All prior members of management and the board of directors submitted
resignations which were accepted by Mr. Wilkenson.

On December 1, 2003, Ludlum filed documents with the Secretary of State of
Florida, increasing the authorized capital stock from 10,000,000 shares to
250,000,000 shares. On December 2, 2003, Ludlum was reinstated once again as an
operating company. The 2 for 1 stock split became effective on December 12,
2003. The Depositary Trust Company was notified of the 2 for 1 stock split on
December 16, 2003.  The total issued and outstanding shares became 7,432,800
shares. The par value of the Class B Common Stock was reduced by 50% to .005.

On December 23, 2003, a Letter of Intent was signed indicating the desire of
both Ludlum and Vote Power Corp. to consummate an Asset Purchase and New
Management Agreement. The assets that would be purchased are the hardware and
software programs that constitute the electronic voting system described below.
Consideration for this purchase would be the issuance of 30,000,000 shares of
Issuer's B common stock to Vote Power Corp. This common stock would be
restricted investment stock as defined in Rule 144 of the Securities & Exchange
Commission. As additional consideration, Ludlum's Sole Director and Trustee,
Mr. Floyd D. Wilkenson, resigned from his position and be replaced by three
executives of Vote Power Corp.

<page>F-5

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

2.  BASIS OF PRESENTATION

The accompanying unaudited financial statements and related footnotes have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial statements and pursuant to the
rules and regulations of the Securities and Exchange Commission for Form 10-QSB.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with the above accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results of operations for the twelve months ended December 31, 2006 are not
necessarily indicative of the operating results that may be expected for the
year ending December 31, 2007 and 2008.

<page>F-6

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

Going concern

These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern that contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. As at December 2006, the Company has not
recognized revenue to date and has accumulated operating losses of approximately
$1,836,000 since its inception. The Company's ability to continue as a going
concern is contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital
requirements of the Company.  Amounts raised will be used to further development
of the Company's products, to provide financing for marketing and promotion, to
secure additional property and equipment, and for other working capital
purposes.  While the Company is expending its best efforts to achieve the above
plans, there is no assurance that any such activity will generate funds that
will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  These financial statements do not include any adjustments
that might arise from this uncertainty.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development stage activities

There were no financial activity, either from collections or disbursals, for the
years 2000 through 2003. As a result, the filings for 2002 and 2003, as well as
the current filings, contain no audited financial statements.

All of the Company's operating results and cash flows reported in the
accompanying financial statements from its inception are considered to be those
related to development stage activities and represent the 'cumulative from
inception' amounts from its development stage activities required to be
reported pursuant to Statements of Financial Accounting Standards (SFAS) No. 7,
Development Stage Enterprises.

<page>F-7

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

Use of Estimates

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that effect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective
accounting pronouncements if currently adopted would have a material effect on
the accompanying financial statements.

<page>F-8

                             PART III

ITEM 8A.  CONTROLS AND PROCEDURES

As of January 30, 2008, the management of we carried out an evaluation of the
effectiveness of the design and operation of its disclosure controls and
procedures.  This evaluation was carried out under the supervision and with the
participation of management, including our President and Chief Financial
Officer.  Based upon that evaluation, our President and Chief Financial Officer
concluded that Vote Power Corporation's disclosure controls and procedures are
effective.  There have been no significant changes in our internal controls or
in other factors that could significantly affect internal controls subsequent
to the date we carried out the evaluation.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Executive Officers

The directors and executive officers of Vote Power and their ages, positions,
business experience and education as of January 22, 2008 are as follows:

Name                      Age         Position
------------------------------------------------------------
Mr. Inti Shaikh           52          CEO, CFO & Director
Mr. Ehsn Khanh                        CPA
Linda Restow                          VP
Mark England                          CTO

Each director serves until the next annual meeting of the Company's
stockholders or until a successor is elected. No date for the next annual
meeting of stockholders is specified in the Company's Bylaws or has been fixed
by the Board of Directors. The Company's officers serve at the pleasure of the
board of directors until their services are terminated or a
successor is appointed.

Inti Shaikh, President

Has 14 years of IT experience with companies such as Microsoft, Novell, Digital
Equipment Corporation, Compaq Computer Corporation, and Hewlett Packard Primary
architect, designer and consultant for over 42 large scale projects. These
included designing and building of directories, databases and operating systems.
Team member for the state of Michigan 1999-2000 that implemented the first
statewide voter registration in the United States. Mr. Shaikh has been Principle
Technical Director with Microsoft Corporation; Senior Solutions Architect with
Hewlett Packard Company; Principal Technologist with Novell, Inc; and as a
Practice Principle with Digital Equipment Corporation. Holds a BS in Medical
Technology from California State University, Los Angeles, CA.

Linda Ristow, Vice President, Software Engineering

Linda comes to VotePower with more than 20 years of software design,
conceptualization, project management, team building, cost-effectiveness and
successful implementations. Director of government services and software
development at BIS Computer Solutions, Inc. Managed Implementation of Nationwide
projects with a staff of twenty programmers and analysts, while pursuing
additional business by responding to RFP's, presenting sales and demonstration
events, and researching new opportunities. Director of IS Services at the City
of Irvine, California for 12 years. Has extensive familiarity with government
systems and procedures including elections.  Held Presidency of Statewide
Association of Info Services. Conceptualized, developed and presented training
programs on team building and communication. Consulted with a variety of
software providers and implemented numerous systems including Geographical
Information Systems and Executive Information Systems. Recently, Linda has met
with more than 25 Secretaries of state on behalf of Vote Power.

<page>17

MARK ENGLAND, Chief Technical Officer

Mr. England has been the Senior Solutions Architect and Senior Technical Lead
for the Microsoft Infrastructure Practice, Northwest Area. In this role Mr.
England lead and oversaw several projects concurrently.  These responsibilities
were to ensure that the technical solution being implemented meet the business
requirements and was the best solution. Led a team of engineers from four
different companies for a Microsoft Exchange 2000 worldwide design and rollout
for over 135,000 users. Mark has held positions at Compaq Computer Corporation
and Hewlett Packard as a Senior Solutions Architect in Consulting and
Integration. IT Division Chief for Department of Defense. Is a presenter at
events and conferences and a contributing editor for Microsoft Certified
Magazine. Holds an MA in Computer Science from Solano University.

EHSAN KHAN, CPA

Has been in accounting practice since 1982. Has worked for Ernst and Young for
over five years CFO of BUM Equipment, a publicly traded company. Has clients of
real estate, retail, wholesale, professionals, IT and several others. Has been
responsible for all financial affairs such as auditors, preparing federal and
multi-state income tax returns and reporting to the board. Mr. Khan is a CPA in
California and Illinois and a certified management Accountant in Ontario, Canada

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"),  requires  our  executive  officers  and  directors, and  persons who
beneficially  own more than  10% of a  registered class of  our common stock to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission ("Commission"). These officers, directors
and stockholders are required by Commission regulations
to furnish us with copies of all such reports that they file.

Based solely upon a review of copies of these reports furnished to us during
2004  and thereafter, or  written representations received  by us from
reporting persons that no other reports were required, we believe that all
Section 16(a) filing  requirements applicable to our  reporting persons during
2006 were complied with.

ITEM 10.        EXECUTIVE COMPENSATION.

          Compensation of Executive Officers

In 2006 and 2007 no cash salaries were paid to any of the company officers and
directors. Expenses incurred by officers and directors have been reimbursed to
officers and directors, as approved by the Board of Directors, this amounted to
$0 in 2007. The Company intends to pay its President, $125,000 annually if and
when the Company receives its desired financing. Additionally, in the event the
Company is successful in obtaining this financing, it expects to pay each of its
other officers compensation for the next twelve months not more than $125,000.
If the Company does not receive the required financing, no salaries will be
paid.

<page>18

Stock Option Grants

None

Long-Term Incentive Plan Awards

In 2007, no awards were given to named executives under long-term incentive
plans.

Compensation of Directors

Our directors do not receive any compensation in their capacity as members of
the board  of directors,  but may  be reimbursed for reasonable expenses
incurred in connection with attendance of meetings of the board of directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of January 22, 2008, certain information
with respect to  (i) each  director of  our company,  (ii) the named executives,
and (iii)  all directors  and executive  officers of our company as a  group,
and (iv)  each person known  to our company  to be the beneficial owner of more
than 5% of our common stock. The information  with respect to each person
specified is as supplied or confirmed by such person or based upon statements
filed with the Commission.

<table>

Name and Address of             Title of        Amount and Nature of
of Beneficial Owner (1)(2)        Class         Beneficial Ownership(2)     Percent of Class)
--------------------------     ---------       ------------------------   ------------------
<C>                            <C>             <C>                        <C>
Inti Shaikh                    Class B Common         30,000,000                46.8%

All directors and executive
officers as a group
(1 person )                    Class B Common         30,000,000                46.8%
_______________

(1)     The address of each director and executive officer named in this
        table is c/o Vote Power Corporation, 9018 Balboa Blvd., Ste. 534,
        Northridge, California 91325.

(2)     Beneficial ownership is determined in accordance with the rules  of
        the  Securities  and  Exchange  Commission   and generally includes
        voting or investment power with  respect to securities. Except as
        indicated by footnote, and subject to community  property laws
        where applicable,  the persons named in the  table above have  sole
        voting and  investment power with respect to all  shares of common
        stock shown  as beneficially owned by them. Shares of common stock
        subject to options currently exercisable, or exercisable within  60
        days after January 22, 2008, are deemed to be outstanding in
        calculating the percentage ownership  of a person or  group but are
        not deemed to be outstanding as to any other person or group.
</table>

<page>19

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On May 17, 2004 pursuit to the terms of the Asset Purchase and New Management
Agreement, the Company issued 30,000,000 shares of its common stock in exchange
for the Vote Power voting system and the Vote Power name.

ITEM 13.        EXHIBITS AND REPORTS ON FORM 8-K.

        (a)     Exhibits.

Reference is made to the Index to Exhibits that follows the consolidated
financial statements contained in this report.

        (b)     Reports on Form 8-K.

During the year ended December 31, 2006, the Registrant filed the following
no current reports on Form 8-K:

<page>20

              INDEX TO EXHIBITS

Exhibit
Number           Description
-------          -----------
31.1    Certification pursuant to Section 302 of Sarbanes-
        Oxley Act of 2002 - Chief Executive Officer and
        Chief Financial Officer.

32.1    Certification pursuant to Section 906 of Sarbanes-
        Oxley Act of 2002.
_________________

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table  shows the fees  paid or accrued  by Vote Power
for the audit and other  services for the years shown.

                              2005             2006
                            --------        --------
    Audit Fees              $     -         $     -
    Audit - Related Fees    $     -         $     -
    Tax Fees                $   800         $   800
    All Other Fees                -               -
                            --------        --------
    Total                   $   800         $   800


<page>21

                        SIGNATURES

In accordance  with Section  13 or  15(d) of  the Exchange Act, the
Registrant  caused   this report   to  be  signed  on   its behalf  by  the
undersigned  thereunto duly authorized as of the 30th day of January 2008.



                                               VOTE POWER CORPORATION
                                               /S/ Inti Shaikh
                                               ----------------------------
                                               Inti Shaikh
                                               CEO
                                               (Principal Executive Officer)


In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and as
of the dates indicated.

Name                         Title                         Date
------------------      ----------------------------    --------------


/S/ Inti Shaikh         CEO & Chief Financial Officer   January 30, 2008
------------------      and Director
Inti Shaikh


<page>22


                  EXHIBITS

Exhibit
Number           Description
-------          -----------

31.1             Certification pursuant to Section 302 of Sarbanes-
                 Oxley Act of 2002 - Chief Executive Officer and
                 Chief Financial Officer.

32.1             Certification pursuant to Section 906 of Sarbanes-
                 Oxley Act of 2002.


<page>23