U.S. Securities and Exchange Commission
                      Washington, D.C. 20549


                             Form 10-QSB

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

          For The Fiscal Quarter Ended June 30, 2004
                                  Or

[   ] TRANSITION REPORT UNDER SECTION 13 0R 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 Small Business Issuer as specified in its charter)


            FLORIDA                           59-1413673
--------------------------------  -----------------------------------
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)


           10 S.E. Central Parkway, Ste. 225
                    Stuart, Florida                       34994
        ----------------------------------------         --------
        (Address of principal executive offices)        (Zip Code)

                         (772) 283-4490
                    ------------------------=-
                    Issuer's telephone Number

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]   No [ ]

Number of shares outstanding of each of the issuer's classes of common equity:

As of June 30, 2004 the Company had a total of 43,332,800 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:  Yes [ ]   No [X]




                                Table of Contents
                                -----------------
PART I - FINANCIAL INFORMATION
                                                                         Page
                                                                         ----
Item 1.  Financial Statements..............................................1

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................2

Item 3.  Controls and Procedures...........................................9

PART II - OTHER INFORMATION

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

Item 2.  Changes in Securities.............................................11

Item 3.  Defaults Upon Senior Securities...................................11

Item 4.  Submission of Matters to a Vote of Security Holders...............11

Item 5.  Other Information.................................................11

Item 6.  Exhibits..........................................................11

Signatures.................................................................12


                           PART I

ITEM 1.  FINANCIAL STATEMENTS

There was 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 Trustee has been
unable to find a certified public accountant who would audit the financial
records available for the years 2002 and 2003.

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

INTRODUCTION STATEMENT

The Private Securities Litigation Reform Act provides a "safe harbor" for
forward-looking statements. Certain statements included in this form 10-QSB are
forward-looking statements and are based on the Company's current expectations
and are subject to a number of risks and uncertainties that could cause actual
results to differ significantly from results expressed or implied in any
forward-looking statement made by or on behalf of the Company. The Company
assumes no obligation to update any forward-looking statements contained herein
or made from time to time by or on its behalf.

As a result of the company's dormancy from the year 2000 until the end 2004,
and the paucity of its available records, the financial statements presented
are based on the 10KSB of December 31, 1999 and the 10QSB of June 30, 2000 and
the ending statement of 2004.

Based on our information and input the major changes in the quarter ending June
30, 2004 are as indicated by Exhibits and 8K's attached to this Report.

<page>1

RESULTS OF OPERATIONS

Ludlum Construction Co., Inc., a Florida corporation (the "Issuer"), was
founded and incorporated in 1976 by Noah Ludlum. The Issuer is a dredging and
land excavating contractor providing dredging services for navigable waterways,
lake construction and marinas. It also provides excavation and development
relating to construction of golf courses and land subdivisions. Its offices are
in Martin County, Florida.

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

In March, 1998, the Issuer conducted a private offering under Rule 504 of
Regulation D of the Securities Exchange Act of 1934. On September 18, 1998 the
Issuer 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, the Issuer 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 the Issuer to write off $150,000.00 on that contract.

Because it was not awarded several key contracts on which it had bid, the
Issuer was unable to continue funding its day to day operations and its debt
service requirements. On September 11, 2001, the Issuer was forced to cease all
operations because a group of secured creditors filed suit to repossess the
Issuer's heavy equipment on which it had a lien. The Issuer'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
uncollectable and were written off. In an attempt to reach an agreement,
negotiations with the Issuer's bankers continued to no avail.

<page>3

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

In September 2003, a consultant to VotePower Corp. contacted the Issuer 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 the Issuer's Board of Directors, chaired by
James K. Schwarz, Chairman and Chief Executive Officer, was convened on
November 22, 2003. A general meeting of the Issuer's shareholders followed the
Board of Directors meeting. 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 10,000,000 to
250,000,000 shares and the appointment of Floyd D. Wilkenson as the Issuer'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 the Issuer filed documents with the Secretary of State of
Florida, increasing the authorized B common capital stock from 10,000,000
shares to 250,000,000 shares. On December 2, 2003 the Issuer 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.

On December 23, 2003, a Letter of Intent was signed indicating the desire of
both the Issuer 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. These common shares would be
restricted investment stock as defined in Rule 144 of the Securities & Exchange
Commission. As additional consideration, the Issuer's Sole Director and
Trustee, Mr. Floyd D. Wilkenson, would resign from his position and be replaced
by three executives of Vote Power Corp as indicated below.

<page>4

On February 5, 2004, the shareholders of Vote Power Corp. obtained the rights
to 30,000,000 shares of the Issuer's B common stock representing approximately
80% of the B common stock outstanding. The shareholders of Vote Power Corp.
obtained their stock from the Issuer in exchange for the Vote Power voting
system described in detail below.

Common Stock

                              Total Beneficial       Percentage of
      Beneficial Owner        Ownership (*)          Common Stock
      -----------------       ---------------        -------------
      Security Ownership
      of Management

      Pradeep Sox                11,000,000             29.3%
        CEO
        Director

      Inti Shaikh                10,000,000             26.9%
       Secretary
       Director

      Bob Martyn                  9,000,000             24.0%
       President
       Director
                             ----------------       --------------
      Total Directors and
      Officers as a whole        30,000,000             80.0%

      *    Under the rules of the SEC, a person is deemed to be the beneficial
           owner of a security if such person has or shares the power to vote
           or direct the voting of such security or the power to dispose or
           direct the disposition of such security. A person is also deemed to
           be a beneficial owner of any securities if that person has the right
           to acquire beneficial ownership within 60 days of the date hereof.
           Unless otherwise indicated by footnote, the named entities or
           individuals have sole voting and investment power with respect to
           the shares of common stock beneficially owned.

<page>5

On February 5, 2004 the Issuer purchased the Vote Power voting and registration
system from Vote Power Corp. through an Asset Purchase and New Management
Agreement. The Asset Purchase and New Management Agreement is attached hereto
as Exhibit 3. The Company acquired the following assets as well as the name
Vote Power Corporation:

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

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

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

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

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

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

Included are all rights of ownership in and to the Vote Power System
Intellectual Property on a worldwide basis, including, but not limited to, all
license rights therein, and all source or object code relating thereto.

The Issuer filed documents with the Secretary of State of Florida that changed
its name from Ludlum Construction Company, Inc. to Vote Power Corporation. The
effective date of the name change is March 20, 2004.  Note: In an attempt to
correct financial difficulties, an amendment was filed with the Florida
Secretary of State on January 25, 2001 by the former management for Ludlum to
do business as PayDirt USA, Inc.

<page>6

On February 6, 2004, Vote Power Corporation accepted the resignations of its
sole director and trustee, Floyd D. Wilkenson. His resignation letter is
attached hereto as Exhibit 5.

Pradeep Sox, Inti Shaikh and Bob Martyn were appointed as the new interim
members of the Issuer's Board of Directors to serve until the next annual
meeting of the shareholders.

Business Of Vote Power Corp.

The Problem

The United States presidential election of 2000 resulted in the
approval of an Election Reform Bill (HAVA - Help America Vote Act) by the U.S.
Senate. The bill provides $3.8B of federal funds for the States to upgrade
their election support system.  The bill also bans the use of legacy punch card
voting solutions in the 2004 election. This funding has generated an immense
amount of interest by companies seeking to develop a solution to the problem
and thereby take a share of the $3.8B market.  MIT and CALTECH have conducted a
detailed study of the situation and published reports detailing the
requirements of the ideal voting software solution. Although several of the
software vendors are certified by NASED (National Association of State Election
Directors), none of the newly developed solutions are in full compliance with
the requirements set forth by the MIT and CALTECH reports. Vote Power Corp. has
created a portfolio of electronic voting products to fill this void and provide
acceptable alternative voting software.

Market Analysis

Since the 2000 presidential election, there are 3126
counties in 50 states requiring an updated solution to their voting problems.
Georgia is the only state where a statewide upgrade has been performed in all
its 159 counties. However, Georgia is still looking for a statewide voter
registration solution.  Apart from the behemoth US market, the worldwide e-
voting market size is estimated to be about US$10 Billion.

Management

The Company's management consists of individuals with diverse backgrounds and
many years of experience both in government and non-government dealings.  One
of the Company's board members has developed electronic election solutions for
the United States since the 1980s. The names and bios will be inserted in the
appropriate report when the relationship is consummated.

<page>7

Strengths of the System

Vote Power is the only system providing a complete
solution for the election market. The strength of the system lies in the low
cost of implementation of the solutions, their ease of use and their uniformly
integrated interface from a single source. Vote Power has the only poll site
solution that provides multiple independent sources of verification of the
polled vote.  Though no one can guarantee that hackers may not devise a way of
tampering with electronic voting, the Vote Power system can determine
immediately if voting gets tampered with in any way or form. Most important of
all is that the Vote Power system is a hybrid and therefore does not depend
entirely on electronic tallying of votes.  The system uses the industry
standard database from Oracle which is the only database having 15 security
certifications.

Market Competition

All six products from the Company compete with the best
products in the market and can out perform most of the presently used
solutions. Prior to the 2000 Presidential Elections, ES&S, Sequoia and Global
Systems controlled 80% of the electronic voting market. In 2002, Diebold
entered the market by acquiring Global System and within six to eight months
won approximately $200M of e- voting contracts. Since the 2000 election Florida
problem, some small companies have developed dedicated voting solutions to
compete with PowerVote.  Only Hart Intercivic has won some counties.

Product Specs

A centralized voter registration solution capable of interfacing with other
official databases. Open architecture provides flexibility to interface with
any new agency's database. Industry standard procedure for elimination of
duplicate voters.

Multiple "Front-End" provides easy access to the database information without
the risk of corrupting the back end. The "Front-End" information is filtered on
a need to know basis thus providing additional security.

Capable of providing printed or digital poll books to interface with a State's
voting solution.

<page>8

Easy to maintain.

Capable of correlating with a state's DMV systems, if required.

Open-sockets for interfacing with the surrounding States if needed.

GIS interface to provide information on the basis of address, location and
touch screen interface.

Can be implemented on any Operating System with Clustering as optional choice
providing a truly 24/7 real time solution

Sales Strategy

The marketing divisions of Hewlett Packard, Dell Computer and
IBM will be used to sell the Vote Power system across the United Sates and the
world.

ITEM. 3 Controls and Procedures

There were no significant changes in our internal controls or in other factors
that could significantly affect our internal controls subsequent to the
Evaluation Date, nor were there any significant deficiencies or material
weaknesses in our internal controls.  As a result, no corrective actions were
required or undertaken.

<page>9

                             PART II

ITEM 1. LEGAL PROCEEDINGS

On the advice of its attorneys, on April 1, 2000 the Issuer settled the lawsuit
filed by Nelson Bunker Hunt Trust Estate and Edward L. Stephenson vs. Ludlum
Construction Co., Inc., et al., Case No. 99-10542AG filed in the 15th Judicial
Circuit in Palm Beach County, Florida. The Issuer agreed to execute a new
secured promissory note for $450,000 payable at $8,000 annually at no interest.
All other claims against the Company and its officers were dismissed.

The Issuer also settled its claim against its former president, Noah Ludlum.
The settlement required Ludlum to waive any rights or money due him by the
Issuer under a promissory note with a balance of $232,000.00 that was payable
at $8,000.00 per month. He also agreed to take over debt of the dredge "The
Florida Chief" in the approximate amount of $327,000.00. In exchange for a
General Release by the Company, Ludlum received some miscellaneous equipment,
his former company truck plus any proceeds from the eventual sale of the dredge
"The Florida Chief".

On May 2, 2000, Ellicott Machine Corporation International filed suit against
the Issuer in Baltimore, Maryland, Case No. 24-C-00-001859 for breach of a
lease of a dredge in the amount of $63,549.20 plus interest, costs and attorney
fees. In October, 2000, the case was settled for the sum of $18,000.00.

On June 5, 2000, Dredge America, Inc. filed suite against the Issuer in the
19th Judicial Circuit Martin County, Florida, Case No. 00-399-CA, alleging
breach of a lease agreement for dredge pipe with a claim for damages of
approximately $50,000.00. The Issuer has filed a countersuit for fraud and
breach of lease agreement and has made a claim for damages in excess of
$100,000.00. The case is currently pending.

The listed legal proceedings above were resolved during September of 2001 and
ensuing years through Statute of Limitations on unsecured debts.

<page>10

ITEM 2.  CHANGES IN SECURITIES

During the second fiscal quarter of 2004, no new shares of common stock were
issued.  During the first fiscal quarter of 2004, new shares of common stock
were issued as an exchange of 30,000,000 restricted shares according the SEC
144 Rule for the intellectual property of Vote Power in the form of software
and certain developed hardware.  6,000,000 shares were issued for the purpose
of private placement for additional capital for the company.  The issuer closed
the second fiscal quarter with 43,332,800 shares of B common stock outstanding.

ITEM 3. Defaults in Securities

		None.

ITEM 4. Sunbmission of Matters to a Vote of Security Holders

		None.

ITEM 5. Other Information

	None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  1.       None

         (b)      Reports on Form 8-K.

                  1.       Form 8K, dated June 22, 2004

<page>11

                           SIGNATURES

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

                                  VOTE POWER CORPORATION


Dated: February 2, 2005           By: /s/ Floyd D. Wilkenson
                                  -------------------------------
                                  Floyd D. Wilkenson
                                  Authorized Agent/Sole Director
				                          Appointed by Board of Directors
                                  on March 19, 2004