<pre>
===============================================================================

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

                             AMENDMENT NO. 1 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, 2004     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.)

                              17555 Ventura Blvd.
                                  Ste# 200
                          Encino, California  91316
                     ---------------------------------------
                    (Address of principal executive offices)


                                (818) 787-6447
                          -------------------------
                          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
___________________

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 |X|  NO | |

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. |  |

The Company's revenue for the twelve months ended December 31, 2004
was $0.

As of July 6, 2005, the Company had a total of 70,293,800 shares of Class
B Common Stock, par value $.01 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.

===============================================================================
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<table>

TABLE OF CONTENTS

PART I                                                                                         Page
<C>      <C>                                                                                    <C>
Item 1.  Description of Business.................................................................2
Item 2.  Description of Property.................................................................10
Item 3.  Legal Proceedings.......................................................................10
Item 4.  Submission of Matters to a Vote of Security Holders.....................................10

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters................................11
Item 6.  Management's Discussion and Analysis or Plan of Operation...............................14
Item 7.  Financial Statements....................................................................F-1

PART III

Item 8A. Controls and Procedures.................................................................21
Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the
         Exchange Act............................................................................21
Item 10. Executive Compensation..................................................................21
Item 11. Security Ownership of Certain Beneficial Owners and
           Management............................................................................22
Item 12. Certain Relationships and Related Transactions..........................................23
Item 13. Exhibits and Reports on Form 8-K........................................................23
Item 14. Principal Accountant Fees and Services..................................................23

SIGNATURES   ....................................................................................24
</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;

o       the impact of the continuing threat of terrorism and the responses
        to such threat by military, government, business and the public;
        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 of Financial
Condition and  Results of  Operations," 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.

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

Power Edge Consulting ("PEC")

The company has acquired a leading edge in Microsoft Systems Management Server
technology by providing customers with the resources capable of developing
strategic, tactical and technical solutions for the implementation of SMS
solutions. PEC provides both informal coaching and more structured consulting
assistance.

PEC continues to demonstrate to our clients our commitment to working with them
in delivering their business and technical solutions. The solutions that we
have delivered have included integration of off-the-shelf packages with
customized application software. We have a wealth of project planning,
management knowledge and experience.

Given the experience and characteristic seniority of PEC consultants, PEC
provides the following skills and expertise:

    o Project Management and Implementation Planning
    o Training Strategy and Planning
    o Communications Planning and Delivery
    o Change Control Management
    o Strategic Information Technology Planning
    o Proposal Development
    o Database Design, Development and Administration
    o Systems Standards and Procedures Development
    o Functional Specifications Development
    o Internet/Intranet Site Design and Development
    o GUI Systems Design and Coaching
    o Applications Development
    o Quality Assurance Integration & Systems Testing
    o Technical Writing and Documentation Management
    o Designing, Developing and Writing Training Materials

<page>5

Power Edge Consulting specializes in State-Of-The-Art Solutions, Enterprise-
Wide Application Integration, Distributed Computing, Business Intelligence and
Web-based Applications.

1.  Customized software solutions:

    o Systems Management Server support
    o Scripting and repacking of the off the shelf applications and "home-
      grown" applications with SMS Installer and Wise Install technology
    o Altiris deployment server support
    o NetIQ AppManager server support
    o Applications Integration
    o Component Based Development
    o Data Warehousing
    o Web Application Development

2.  Network Solutions and Technical Support Expertise

3.  Client-Server Development

We have recognized specialists in client/server tools such as Visual Basic and
PowerBuilder, with an established reputation for innovation, leadership and
results. Strengthened by the support of our PEC product partnerships, we have
built many mission-critical client/server solutions aimed to protect
corporations from virus (anti-virus products) and spam (anti-spam products).

PEC consultants have expertise in the tools used at every stage of the
development process. Beginning with CASE tools such as PowerDesigner and Oracle
Designer, our consultants can then implement using languages such as
PowerBuilder and Visual Basic connecting to the most common RDBMS' such as
Oracle, Sybase, SQL Server, DB/2 and MS Access.

With many Microsoft Certified Engineers (MSE) and Certified PowerBuilder
Developers (CPD) available to help you, PEC can deliver new client/server
applications, as well as convert existing c/s applications to a web-enabled
infrastructure.

<page>6

Network Administration

Today's enterprise IT is a conglomerate of devices. It is a true 'homogenous'
environment.

Now that users have the freedom to choose the devices and applications with
which to connect to the Internet, it is becoming increasingly important to
build networks that support open interfaces, open protocols, open standards.
PEC consultants will help ensure that you are able to leverage your investments
in networking over many years and that your applications remain interoperable.
They will design appropriate network infrastructures and assist with
implementation of the web servers, firewalls and application servers required
to build a web-based network infrastructure.

PEC's certified networking specialists have the product knowledge to design,
refine, and tune virtually any network. From a small office LAN to an
international corporate private network over the Internet is what our
specialists specialize in. We have specialists trained in UNIX, Windows NT,
Novell NetWare, BANYAN Vines, and various communications protocols such as
X.25, X.400, X.435, X.500, SNA and TCP/IP.

Project Management

Successful projects don't just happen. It takes hard work by committed,
disciplined skilled people to ensure that projects are in scope, on time, and
within budget. Today there are considerable pressures to do more with less -
less money, less people, less time. Ensuring that projects are properly managed
offers a significant opportunity to respond to these pressures, both by
increasing productivity and enhancing the quality of the result.

At PEC, we know how important it is to get a job done quickly, completely, and
cost-effectively. Our certified Project Managers have the experience, tools and
knowledge to deliver projects to the total satisfaction of our clients. Many
are recognized specialists in their fields. All have at least 10 years
experience directing projects and possess the business and analytical skills to
handle complex situations. Each has a proven delivery record and is single-
mindedly focused on achieving quality results on time and within budget.

PEC's Project Management professionals have managed and helped customers
implement projects up to several million dollars in size. Our Certified Project
Managers can help you achieve project success through realistic project
planning, change control, effective management, and communication with the
project team, users, and third-party software vendors. Our disciplined,
committed professionals work with proven, practical methods and tools to help
deliver your projects more successfully.

<page>7

Quality Assurance

PEC's team of senior Quality Assurance specialists can develop rigorous system
and application testing procedures for all of your projects, whether in
development or in production. Our QA professionals have developed and executed
test plans, strategies, procedures and cases, and have managed the efforts of
large test teams. They have extensive software testing experience, ranging from
Windows-based client/server applications to testing and evaluating new software
testing facilities. They are familiar with automated testing tools such as SQA
Team Test.

Count on our qualified testing specialists to assist you with:

    o Test plan development
    o Test bed configuration and management
    o Test data generation
    o Test scripting, execution, and results analysis
    o Selection and implementation of automated testing software
    o On-site or classroom training of QA techniques and tools

PEC QA specialists are able to train your staff on the development, proper use
and implementation of testing techniques. This training is of interest to
software developers, test/QA engineers, and technical managers.

PEC's testing experts bring discipline, experience, and expert knowledge of top
industry tools to design, automate, and execute test cases that validate an
application's functionality during development and on an ongoing basis. Early
detection of problems results in a less expensive development project and
higher quality results upon completion. We can help you achieve higher process
maturity levels through a well-defined and optimized quality management
process.

Technical Architecture

As organizations move from client-server deployments to an n-tiered
architecture approach, it becomes increasingly important to understand how the
various components interact with each other, and how changes impact overall
system performance and stability. Advanced architectures provide many
opportunities for both optimization and the ease with which inevitable system
changes can be made over time. Technical architects are often called upon to do
system configuration and make recommendations for load balancing, performance
and scalability improvements, capacity planning, clustering, user data
aggregation, connection management, data and request caching, and fine tuning
operating system parameters.

Many organizations today are grappling with issues related to the scalability
of their e-business web sites. For existing environments, the first step is to
identify all components and how they relate to each other, as well as
understanding what can and cannot be changed. Transaction types and volumes are
very important. The workload may vary considerably over time, and there may be
bursts of activity during peak hours. A well-planned system can cope with
bursts without system failure. Studies show that most organizations
underestimate volumes, so it pays to have some spare capacity in case the
traffic quickly outpaces projections!

Our technical architects will provide your application with the optimal
configuration for:

    o web servers
    o application servers
    o the network
    o directory and security servers
    o firewalls
    o interfaces to legacy systems and other applications
    o database servers

<page>8

Technical Writing

PEC's technical writers have advanced skills in producing effective on-line and
hard copy user and system documentation that will get your organization
leveraging any new application. Working in tandem with your project team, our
documentation specialists are an effective interface between the system
development group and the user community. Their services include:

    o Technical writing
    o Training plan creation
    o Designing system and user documentation
    o Policy and procedure writing
    o User training
    o Computer based training design and development
    o Web-based training design and development

Our technical writers can produce content for multiple media and outputs such
as hard copy, web pages, CD ROM and Help files. Using content management
software or an XML publishing system, we can ensure that your content is
authored once only and re-purposed for multiple outputs without undue costs.

For creating PC-based on-line help, our technical writing professionals make
extensive use of tools such as WinHelp Office 95 (RoboHelp) and Doc-to-Help. We
also have expertise in XML authoring software such as SoftQuad's XMetal for
multi-purposed content. For graphics and color, count on one of our multimedia
specialists to add some visual excitement.

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 five (5) 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>9

Item 2. Description of Property

The Company leases corporate office space. The Company's principal executive
office address is 17555 Ventura Blvd. Suite 200, Encino, California  91316.
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

A general meeting of the Company's shareholders followed the Board of Directors
meeting. By a majority vote in favor, the Company'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 the Company's Sole Director and Trustee. All prior
members of management and the board of directors submitted resignations which
were accepted by Mr. Wilkenson.

The date for the Annual Stockholders meeting for 2005 has not been set.

<page>10
                            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, as obtained  from Pink Sheets LLC, a
research service  that compiles  quote information  reported on the
National  Association  of  Securities  Dealers  composite  feed  or   other
qualified inter-dealer quotation medium. The quotations listed below
reflect inter-dealer prices, without retail  mark-up, mark-down or
commissions,  and may not represent actual transactions.  Our common stock
trades on the OTC Bulletin Board(R)(Pink Sheets)under the symbol "VPWR".

                                                         Price Range
                                                        High     Low
                                                      ------- ------
    Year Ended December 31, 2003:
        First Quarter                               $  0.01  $ 0.01
        Second Quarter                                 0.01    0.01
        Third Quarter                                  0.01    0.01
        Fourth Quarter                                 0.01    0.01

                                                        Price Range
                                                       High     Low
                                                      ------- ------
    Year Ended December 31, 2004:
        First Quarter                               $   0.01  $ 0.01
        Second Quarter                                  0.20    0.03
        Third Quarter                                   0.30    0.02
        Fourth Quarter                                  0.25    0.02

As of July 6, 2005, we had 70,293,800 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 OTC Bulletin Board(R)  on that
date  were  $.34 and  $.20,  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>11

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>12

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.
10 S.E. Central Parkway, Ste. 225
Stuart, Florida 34994
Telephone number:(772) 283-4490.

<page>13

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

The Company is 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.  The Company subcontracts 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 its inception, the Company has been principally involved in research and
development of its products and the development of markets for its products.
Until the first quarter of 2005, the Company had no substantial operations or
substantial assets and was considered to be in the development stage.

<page>14

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, 2004

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

Revenues for the years ended December 31, 2004 and  December 31, 2003 were $0.
Total Operating expenses was $22,750 for the year 2004.

Net loss for the year 2004 was $21,732 for the year 2004.

<page>15

        Liquidity and Capital Resources

As  of December 31, 2004, we had  a working  capital deficit of approximately
$493,982. As of that date, we had approximately $1,018 in cash and cash
equivalents.  We had current liabilities of approximately $495,000.

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

As indicated above, our consolidated financial statements as of and for the
year  2004  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.  Deteriorating   global  economic conditions may cause
prolonged  declines  in investor  confidence  in and accessibility to capital
markets. Further, our current secured  convertible debenture financing
documents contain  notice and  right of  first refusal provisions and the grant
of a security interest in substantially all of our assets  in  favor of  the
convertible debenture  investors,  all of  which provisions  will  restrict our
ability  to  obtain  debt  and/or   equity financing.

Any future financing that we may obtain may cause significant dilution to
existing stockholders. Any debt financing or other financing of securities
senior to common  stock that we are  able to obtain will  likely include
financial and other  covenants that will restrict  our flexibility. At a
minimum, we  expect these  covenants to  include restrictions  on our ability
to pay dividends  on our common stock.  Any failure to comply  with these
covenants would  have a  material adverse  effect on  our business, prospects,
financial condition, results of operations and cash flows.

If adequate funds are not available, we may be required to delay, scale back or
eliminate portions of our operations and product development. Accordingly,  the
inability to obtain  such financing could  adversely affect our ability to
fund our continued operations and our product.

We are completing a significant marketing effort with the goal to generate
revenues from our business activities.

<page>16

                             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, 2004,  we  had  an  accumulated deficit  of approximately
$1,382,205. 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 development  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 licensing of our software
and 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 additional 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 this 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.

        We  need  and  may be  unable  to  obtain additional
        financing on satisfactory  terms, which may  require
        us to accept financing on burdensome terms that  may
        cause substantial dilution  to our shareholders  and
        impose   onerous  financial   restrictions  on   our
        business.

<page>17

We require additional financing. Deteriorating global economic conditions may
cause prolonged  declines  in investor  confidence  in and accessibility to
capital markets. Future financing may not be available  on a timely basis, in
sufficient amounts or on  terms acceptable to us.  This financing may also
dilute existing shareholders' equity. Any debt financing or other  financing of
securities senior  to our  common stock will likely include financial and other
covenants that will restrict  our flexibility. At a  minimum, we expect these
covenants to  include restrictions  on our ability to pay dividends  on our
common stock.  Any failure to comply  with these  covenants would  have a
material adverse  effect on  our business, prospects, financial condition and
results of operations because  we could lose any then-existing sources of
financing and our ability to  secure new sources of financing may be impaired.

        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>18

        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, 2004, the high and low closing bid prices of our common stock were
$.25 and $.02,  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>19

        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 "VWPR" on the OTC Bulletin Board
(R)(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 a second amendment to this 10-KSB.

<page>20

                     FINANCIAL STATEMENTS

                        VOTE POWER CORP.
                        BALANCE SHEETS
                         (Unaudited)

                                     December 31, 2004
                                     ------------------
               ASSETS

CURRENT ASSETS
   Cash and cash equivalents          $        1,018
                                      --------------
                                               1,018

PROPERTY AND EQUIPMENT
   Office equipment                            1,717
   Vote Power System                         500,000
                                      --------------
                                      $      501,717
                                      --------------
   Total assets                       $      502,735

           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of notes payable   $      450,000
   Other Current Liabilities          $       45,000
                                      --------------
    Total Current Liabilities         $      495,000

                                      --------------
TOTAL LIABILITIES                     $      495,000


STOCKHOLDERS' EQUITY

   Common stock, Class A, $.01 par value,
      1 share authorized, none issued and
      outstanding in 2004

   Common stock, Class B, $.005 par value,
   250,000,000 shares authorized,
   43,422,000 issued and outstanding         217,110

   Additional paid in capital              1,172,830

     Deficit accumulated during the
      development stage                   (1,382,205)
                                      --------------
   Total Shareholders deficit                  7,735
                                      --------------

Total liabilities and stockholders'
equity                                $       502,735
                                       ==============

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

<page>F-1

                              VOTE POWER CORP.
                          STATEMENTS OF OPERATIONS
                                (Unaudited)

                                      December 31, 2004
                                      -----------------
Income                                $         2,500


General and administrative expenses            22,750
   Vote Power System                          380,000
   Outside Consulting & Legal                 123,000
                                      ---------------
        Income (loss) from operations $      (528,250)

                                      ---------------
Net Loss                              $      (520,250)
                                      ================
Basic and diluted earnings (loss)
 per share:
   Net income (loss) per share              ($.012)
                                      ================

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

<page>F-2

             VOTE POWER CORP. STATEMENTS OF STOCKHOLDERS' EQUITY
                  (for the year ended December 31, 2004)
                                 (Unaudited)

                  Common Stock Shares  Additional Paid-in    Retained
                Cl. A Class B  Amount   Capital   Earnings     Total
                ----- -------- ------  ---------- ---------   --------
Bal., 1/1/98      1  5,078,125 $50,781 $475,250   $287,519    $813,551

Sale of 1,218,750
shares of Class        1,218,750  12,187   35,813               48,000
B common

Redemption of
stock           (1) (3,046,875)(30,468)(405,896)              (436,365)

Issuance 100,000
shares of Class B
common for
consulting services    100,000    1,000    6,273                 7,273

Sale of 353,000 shares 353,000    3,530  841,470               845,000
of Class B Common

Net loss, 1998                                   (904,354)    (904,354)

                   ---------   -------- -------- ----------   ---------
Bal., 12/31/98      3,703,000   37,030  952,910  (616,835)     373,105

Issuance of shares
of Class B common      8,000        80    19,920                20,000

Net loss, 1999                                   (245,120)    (245,120)
                   ---------   -------- -------- ----------   ---------
Bal., 12/31/99     3,711,000   $ 37,110 $972,830 $(861,955)   $147,985
                   ---------   -------- -------- ----------   --------
Bal., 12/31/00     3,711,000   $ 37,110 $972,830 $(861,955)   $147,985
                   ---------   -------- -------- ----------   --------
Bal., 12/31/01     3,711,000   $ 37,110 $972,830 $(861,955)   $147,985
                   ---------   -------- -------- ----------   --------
Bal., 12/31/02     3,711,000   $ 37,110 $972,830 $(861,955)   $147,985
                   ---------   -------- -------- ----------   --------
Bal., 12/31/03     7,422,000*  $ 37,110 $972,830 $(861,955)   $147,985

Issuance of       36,000,000   $180,000  200,000               380,000
shares of Class
B Common

Net loss, 2004                                     (520,250)  (520,250)
                  ----------  ---------  -------- ----------- ---------
Balance as of
December 31, 2004 43,422,000  $217,110 $1,172,830 $(1,382,205) $ 7,735
                  ==========  ======== ========== ============ =========

* Pursuant to 2 to 1 Forward Stock Split par value reduced to $0.005.

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

<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. It did however
maintain its OTC Bulletin Board listing (Pink Sheets).

<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 six months ended September, 2004 are not
necessarily indicative of the operating results that may be expected for the
year ending December 31, 2004 and 2005.

<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 September, 2004, the Company has not
recognized revenue to date and has accumulated operating losses of approximately
$2,026,941 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 2002 and 2003. As a result, the filings for 2002, 2003, as well as
the current filings, contain no audited financial statements. The Company has
been unable to find a certified public accountant who would audit the financial
records available for the years 2002 and 2003.

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 December 31, 2004, 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 July 6, 2005 are as follows:

Name                      Age         Position
------------------------------------------------------------
Mr. Bob Martyn            52          President & Director
Mr. Inti Shaikh           41          Secretary, Treasurer, Director

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.

Mr. Bob Martyn

Co-founded Cliffrose Distributing in 1972, a food distribution company that
provided warehousing and delivery of  products to five western states.  Mr.
Martyn also served as  Director of distribution, sales and marketing. Cliffrose
Corporation was later merged with Arrowhead Mills. Mr. Martyn lead the sales
department for Management Robotics, a software firm specializing in employee
scheduling for companies such as McDonald's & Wendy's.  For the past 10 years,
Mr. Martyn has been President of Leasco Corp., a successful leasing company.
Specializes in business development, profit and loss responsibility and risk
management within both established and start-up companies.  Mr. Martyn has
extensive computer training, including knowledge of multiple networking
environments and business software packages.

Mr. Inti Shaikh

Has 14 years of IT experience with companies such as Microsoft, Novell, Digital
Equipment Corporation, Compaq Computer Corporation, and Hewlett Packard Held
CEO/President position for a California based corporation for the past 10 years
Primary architect, designer and consultant for over 20 large scale projects
that included designing and building of directories, databases and operating
systems. Worked for the United States Government Veterans Affairs division for
5 years in the capacity of Program Management. Team member for the state of
Michigan 1999-2000 that implemented the first statewide voter registration in
the United States. Holds a BS in Medical Technology from California State
University, Los Angeles, CA.

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
2004 were complied with, except as described below.

ITEM 10.        EXECUTIVE COMPENSATION.

          Compensation of Executive Officers

In 2004 no cash salaries were paid to Mr. Martin and Mr. Shaikh 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
2004. The Company intends to pay Mr. Martin, 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>21

Stock Option Grants

None

Long-Term Incentive Plan Awards

In 2004, 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 July 6, 2005, 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>
Bob Martyn                     Class B Common          9,000,000                12.8%


Inti Shaikh                    Class B Common         21,000,000                29.9%

All directors and executive
officers as a group
(2 persons)                    Class B Common         30,000,000                42.7%
_______________

(1)     The address of each director and executive officer named in this
        table is c/o Vote Power Corporation, 17555 Ventura Blvd., Suite 200,
        Encino, California  91316

(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 April 22, 2004, 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>22

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.  21,000,000 shares of
restricted common stock was issued to Inti Shaikh (the Company's current
Secretary, Treasurer and director) and 9,000,000 shares of restricted common
stock to Bob Martyn (the Company's President and a director) 9,000,000.

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, 2004, the Registrant filed the following
current reports on Form 8-K:

        July 8, 2004

        March 5, 2004

<page>22


              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             2004
                            --------        --------
    Audit Fees              $     -         $     -
    Audit - Related Fees    $     -         $     -
    Tax Fees                $     -         $     -
    All Other Fees              --              --
                            --------        --------
    Total                   $               $     0


<page>23

                        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 6th day of July, 2005.



                                               VOTE POWER CORPORATION
                                               /S/ Bob Martyn
                                               ----------------------------
                                               Bob Martyn
                                               President
                                               (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/ Bob Martyn                                          July 6, 2005
------------------      President
Bob Martyn             (principal executive officer)
                        and Director

/S/ Inti Shaikh
------------------      Secretary/Treasurer and         July 6, 2005
Inti Shaikh             Director


<page>24


                  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>25