<pre>

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


                             Form 10-QSB/A

[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 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) 992-0556
                    -------------------------
                     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.............................................1

Item 3.  Controls and Procedures...........................................7

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.................................................8

Item 2.  Changes in Securities.............................................8

Item 3.  Defaults Upon Senior Securities...................................8

Item 4.  Submission of Matters to a Vote of Security Holders...............8

Item 5.  Other Information.................................................8

Item 6.  Exhibits..........................................................8

Signatures.................................................................9


                                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 OPERATIONS

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and notes included elsewhere in this report.
This report contains forward-looking statements, including statements
concerning future conditions in the computer voting and anti-virus industry,
and concerning our future business, financial condition, operating strategies,
and operational and legal risks. We use words like "believe," "expect," "may,"
"will," "could," "estimate," "continue," "anticipate," "intend," "future,"
"plan" or variations of those terms and other similar expressions, including
their use in the negative, to identify forward-looking statements. You should
not place undue reliance on these forward-looking statements, which speak only
as to our expectations as of the date of this report. These forward-looking
statements are subject to a number of risks and uncertainties, including those
identified under "Risk Factors" of our most recent registration statement on
Form SB-2. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, actual industry conditions, and
actual conditions and results in our business, could differ materially from
those expressed in these forward-looking statements. In addition, none of the
events anticipated in the forward-looking statements may actually occur. Any of
these different outcomes could cause the price of our common stock to decline
substantially. Except as required by law, we undertake no duty to update any
forward-looking statement after the date of this report, either to conform any
statement to reflect actual results or to reflect the occurrence of
unanticipated events.

<page>1

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of net sales and expenses for
each period. The following represents a summary of our critical accounting
policies, defined as those policies that we believe are the most important to
the portrayal of our financial condition and results of operations and that
require management's most difficult, subjective or complex judgments, often as
a result of the need to make estimates about the effects of matters that are
inherently uncertain.

RESULTS OF OPERATIONS

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. We did however maintain
its OTC Bulletin Board listing.

In September 2003, a consultant to Vote Power 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 our shareholders followed the
Board of Directors meeting. By a majority vote in favor, our
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 our
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 we 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 we were 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 Company 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, our 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>2

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 Company 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

       Inti Shaikh                21,000,000            56.2%
       Secretary & Treasurer
       Director

      Bob Martyn                  9,000,000             24.0%
       President
       Director
                             ----------------       --------------
      Total Directors and
      Officers as a whole        30,000,000             80.2%

      *    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>3

On February 5, 2004 we purchased the Vote Power voting and registration system
from Vote Power Corp. through an Asset Purchase and New Management Agreement.
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.

We 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.  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>4

On February 6, 2004, Vote Power Corporation accepted the resignations of its
sole director and trustee, Floyd D. Wilkenson.

Inti Shaikh and Bob Martyn were appointed as the 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 United States
Senate. The bill provides $3.8 billion 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 $3.8 billion 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 United States market, the worldwide e-voting market
size is estimated to be about $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.

<page>5

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 $200 million 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>6

		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

Our President and Chief Financial Officer (our principal executive officer and
principal financial officer, respectively) have concluded, based on their
evaluations as of September 30, 2004 (the "Evaluation Date"), that the design
and operation of our "disclosure controls and procedures" (as defined in Rules
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended
("Exchange Act")) are effective to ensure that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act
is accumulated, recorded, processed, summarized and reported to our management,
including our President and Chief Financial Officer, as appropriate to allow
timely decisions regarding whether or not disclosure is required.

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>7
                        PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

		None.

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.

The issuances of our securities described above were made in reliance upon the
exemption from registration available under Section 4(2) of the Securities Act
of 1933, as amended, as transactions not involving a public offering. This
exemption was claimed on the basis that these transactions did not involve any
public offering and the purchasers in each offering were sophisticated and had
sufficient access to the kind of information registration would provide,
including our most recent Annual Report on Form 10-KSB and our most recent
Quarterly Report on Form 10-QSB.

  Dividend Policy

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; We
currently anticipate that we will retain any earnings for use in the continued
development of our business.

ITEM 3. Defaults in Securities

    None.

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


During the quarter ended June 30, 2004, no matters were submitted to a vote of
the holders of our securities.

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>8

                           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 8, 2005           By: /s/ Bob Martyn
                                  -------------------------------
                                  Bob Martyn
                                  President and Director


Dated: February 8, 2005           By: /s/ Inti Shaikh
                                  -------------------------------
                                  Inti Shaikh
                                  Secretary & Treasurer


<page>9

                           Exhibits Filed with this Report

Exhibit No. Description
----------- -------------------------------------------------------------------
31.1        Certification Required by Rule 13a-14(a) of the Securities Exchange
            Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002 - President

31.2        Certification Required by Rule 13a-14(a) of the Securities Exchange
            Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002 - Chief Financial Officer

32.1        Certifications of Chief Executive Officer and Chief Financial
            Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
            to Section 906 of the Sarbanes-Oxley Act of 2002
<page>10