<pre>

                                  UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.  20549

                                     FORM 10-Q
(Mark One)

[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended March 31, 2009 or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934. For the transition period from __________ to __________


                      Commission file number:  0-28811

                           INNOVATIVE IMPACT DESIGN, INC.
                          -------------------------------
             (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.)

                           1251 N. Fruitridge Ave.
                         Terre Haute, Indiana 47804
                     ---------------------------------------
                    (Address of principal executive offices)


                                 877-443-4554
                          -------------------------
                          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 | | No |X|

    Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

    Large accelerated filer | |                    Accelerated filer | |
    Non-accelerated filer | |                      Smaller reporting company |X|
    (Do not check if a smaller reporting company)

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

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

    As of May 22, 2009, the Company had a total of 10,785,636 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.

===========================================================================
<page>i

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

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................1

Item 3.  Controls and Procedures...........................................8

PART II - OTHER INFORMATION

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

Item 2.  Changes in Securities............................................10

Item 3.  Defaults Upon Senior Securities..................................10

Item 4.  Submission of Matters to a Vote of Security Holders..............10

Item 5.  Other Information................................................10

Item 6.  Exhibits.........................................................10

Signatures................................................................10

<page>ii

                                    PART I

ITEM 1.  FINANCIAL STATEMENTS

                     FINANCIAL STATEMENTS

                INNOVATIVE IMPACT DESIGN, INC.
                        BALANCE SHEETS
                         (Unaudited)
                                              March 31, 2009
              ASSETS                           --------------
              ------
CURRENT ASSETS
--------------
   Cash                                        $     172,000
                                                  ----------
      Total current assets                           172,000
                                                  ----------
Other Assets
        Trucks & Vehicles                            150,000
        Inventory                                     75,000
        Roofing Equipment                          3,000,000
        Building                                   1,275,000
        Roofing Formula                              500,000
                                                 -----------
        Total Other Assets                         5,000,000
                                                 -----------
Total Assets                                     $ 5,172,000
                                                 ===========

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

LIABILITIES
-------------------
  Notes Payable to related parties              $     28,265
  Equipment Loan                                $  2,000,000
  Real Property Loan                               1,000,000
                                                 -----------
TOTAL LIABILITIES                               $  3,028,265
                                                ============
STOCKHOLDERS' EQUITY

Class B Common stock, $.01 par value,
   250,000,000 shares authorized,
   10,785,636 issued and outstanding                 107,786

Additional paid in capital                        10,166,767

Accumulated deficit, including deficit
accumulated during the development
stage of $114,310                                 (2,074,288)
                                               --------------
 Total shareholders' Equity                    $   8,200,265
                                               ==============
   Total liabilities and shareholders'
   equity (deficit)                            $   5,172,000
                                               ==============

<page>F-1

              INNOVATIVE IMPACT DESIGN, INC.
                STATEMENTS OF OPERATIONS
      1st Quarter 2009 January 1 - March 31, 2009
      -------------------------------------------

INCOME
Revenue                                         $     434,798
Costs of Goods Sold                             $     156,891
Commissions                                     $      12,746
                                                -------------
GROSS PROFIT                                    $     265,161

OPERATING EXPENSES

Bank Fees                                       $       1,033
Contract Work                                   $      20,019
Duke Energy - Electricity                       $      28,307
Equipment Supplies                              $         859
Freight                                         $        (110)
Fuel                                            $       7,382
Insurance                                       $      15,239
Legal & Professional                            $       1,115
Meals & Entertainment                           $       1,006
Interest                                        $      91,223
Office                                          $         957
Payroll                                         $      22,288
Property Taxes                                  $      34,464
Security                                        $       1,554
State Fees                                      $         291
Telephone & Internet                            $       2,722
Travel                                          $      10,184
Utilities - Water                               $      29,060
                                                -------------
TOTAL OPERATING EXPENSES                        $     259,206
                                                -------------
GROSS INCOME                                    $       5,955
                                                -------------
NON-CASH EXPENSES
Depreciation                                          (20,832)
Services (stock)                                      (85,192)
                                                -------------
NET LOSS                                             (100,069)
                                                ==============
Gain per weighted-average share of
  common stock outstanding,
  computed on Net Gain - basic
  and fully diluted                               $    (0.005)
                                                  ------------
Common stock outstanding                           10,785,636
                                                  ============

<page>F-2

<table>
                       INNOVATIVE IMPACT DESIGN, INC. STATEMENTS OF STOCKHOLDERS' EQUITY
                                    (for the Period Ended March 31, 2009)
                                               (Unaudited)
                                                                                                      Total
                                                         Class B                                    Stockholder's
                             Date of         Number       Common   Additional        Accumulated      Equity
                            Transaction     of Shares     Stock    Paid in Capital     Deficit       (Deficit)
                            -----------    -----------   --------  ---------------   ------------   --------------
                            <C>            <C>           <C>       <C>               <C>              <C>
Balance December 31, 2008                      652,396     $ 6,524   $1,991,176     $(2,015,272)    $  15,673


Net Income (loss)                                                                       (59,016)
Issuance of common stock,
$.01 par value

Stock Issued For Services   1-1-09 to 3-31-09  133,240       1,362       83,830                         85,192
Proceeds from issuance
of common stock in excess
of par value

Stock Issued For Merger RPM
Roofing                     1-1-09 to 1-31-09 10,000,000   100,000    8,091,761                      8,100,000

                                             -----------   -------  ------------   ------------    ------------
Balance March 31, 2009                        10,785,636   $107,886  $10,166,767    $(2,074,288)    $8,200,865

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

<page>F-3

  NOTES TO FINANCIAL STATEMENTS

Note A - Organization and Description of Business

Innovative Impact Design, Inc. (the "Company") was incorporated on December 31,
1976 accordance with the laws of the State of Florida.

The Company is in business to develop, produce, market and sell plastic
materials to various unrelated entities located throughout the United States,
Canada, and Central and South America.  The Company has developed what it
believes is a proprietary process for the manufacture of plastic materials at
costs comparable to other plastic compounders which are designed to meet current
and anticipated future environmental standards, encourage the preservation of
natural resources and promote plastic recycling.

Expansion - Plastic Roofing Products

The Company has expanded its operations to produce plastic roofing tiles in
which it manufactures these tiles through a compression molding process.
The Company anticipates that its plastic roofing products will be a viable
alternative to more expensive traditional roofing products. The Company expects
its plastic roofing products to be priced lower than wood shake, slate and clay
tiles and it expects to price its plastic roofing products competitively with
other alternative roofing materials. The Company believes that it's plastic
roofing tiles are considerably more durable than wood, slate or barrel tiles
made from traditional materials. The plastic roofing tiles have a life
expectancy of approximately 50 years, whereas natural tiles have a life
expectancy of approximately 20 years.

The Company offers a variety of roofing profiles and colors, including
customization options, to satisfy diverse requests. It plans to initially offer
simulated slate in six colors, simulated cedar slate in four colors, simulated
Spanish tile in three colors, and simulated flat cement thatch in five colors.

The Company believes that traditional roofing products are generally either
attractive or safe, but not both. It also believes that its roofing products
combine these two desirable characteristics and the Company aims to position its
products with distributors and suppliers, contractors and builders, architects,
and end-consumers as high-quality, durable, environmentally-friendly products
that adds beauty and safety to virtually any structure at a competitive price.

<page>F-4

Note B - Preparation of Financial Statements

The Company follows the accrual basis of accounting in accordance with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions 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 amounts of revenues and expenses
during the reporting period.  Actual results could differ from those estimates.

Management acknowledges that it is solely responsible for adopting sound
accounting practices, establishing and maintaining a system of internal
accounting control and preventing and detecting fraud.  The Company's system of
internal accounting control is designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows of the Company for the respective periods being
presented.

For segment reporting purposes, the Company operated in one industry segment
during the periods presented in the accompanying financial statements and
makes all operating decisions and allocates resources based on the best benefit
to the Company as a whole.

<page>F-5

  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note C - Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of business.  Through December 31, 2008, the Company had
incurred cumulative losses of $2,015,272.  The Company's successful transition
to attaining profitable operations is dependent upon obtaining financing
adequate to fulfill its development, marketing and sales activities and
achieving a level of revenues adequate to support the Company's cost structure.
Management's plan of operations anticipates that the cash requirements of the
Company for the next twelve months will be met by obtaining capital
contributions through the sale of common stock and from current operations.
However, there is no assurance that the Company will be able to fully implement
its plan in order to generate the funds needed to operate as a going concern.

Note D - Summary of Significant Accounting Policies

1.  Cash and Cash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit
and other highly-liquid investments with maturities of three months or less,
when purchased, to be cash and cash equivalents.

2.  Property and Equipment

Property and equipment is recorded at cost and is depreciated on a straight-
line basis over the estimated useful lives (generally 3 to 10 years) of the
respective asset.  Major additions and betterments are capitalized and
depreciated over the estimated useful lives of the related assets.
Maintenance, repairs, and minor improvements are charged to expense as
incurred.

3.  Organization and Reorganization Costs

The Company has adopted the provisions of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities," whereby all organizational and
initial costs incurred with the incorporation and initial capitalization of the
Company was charged to operations as incurred.

4.  Research and Development Expenses

Research and development expenses are charged to operations as incurred.

5.  Advertising Expenses

The Company does not utilize direct solicitation advertising.  All other
advertising and marketing expenses are charged to operations as incurred.


<page>F-6

 NOTES TO FINANCIAL STATEMENTS - CONTINUED

6.  Share-Based Payments

The Company utilizes the fair-value method of accounting for the payment for
goods and/or services with the issuance of equity shares in lieu of cash.

The Company accounts for its stock based compensation under the provisions of
the Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 148 "Accounting for Stock-Based Compensation -
Transition and Disclosure."  This statement amends SFAS No. 123(R) "Accounting
for Stock-Based Compensation." The Company expenses the imputed compensation
cost related to stock options.

7.  Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing the net income (loss)
available to common shareholders by the weighted-average number of common
shares outstanding during the respective period presented in the Company's
accompanying financial statements.

Fully diluted earnings per share is computed similar to basic income
per share except that the denominator is increased to include the number
of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise
of the outstanding stock options and warrants, using the treasury stock method,
at either the beginning of the respective period presented or the date of
issuance, whichever is later, and only if the common stock equivalents are
considered dilutive based upon the Company's net income position at the
calculation date.

8. Accounts Receivable

The Company makes judgments as to the collectibility of accounts receivable
based on historic trends and future expectations. Management estimates an
allowance for doubtful accounts, which represents the collectibility of the
receivables.

9. Warranty Costs

The Company warrants that its products will be free of faulty workmanship or
defective materials and that they will conform to published specifications or
other specifications mutually agreed to with a customer. An accrual for expected
warranty costs results in a charge to the financial results in the period
recorded. This liability can be difficult to estimate and, if the Company
experiences warranty claims in excess of its projections, it may need to record
additional accruals, which would adversely affect the Company's financial
results.

The Company allows only its distributors to exchange products for other than
warranty reasons. If the Company is unable to repair or replace a product
returned under warranty, it issues a credit for a warranty return.

<page>F-7

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 Annual Report on Form 10-K
and any amendments. 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.

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.

On July 1, 2008 we filed a Form 15 certification and notice of termination of
registration under section 12(g) of the securities exchange act of 1934 or
suspension of duty to file reports under sections 13 and 15(d)of the securities
exchange act of 1934. Our duty to file was suspended based upon Rule 12g -
4(a)(1)(ii)and Rule 12h-3(b)(1)(ii)since we have less than 500 shareholders of
record, we have approximetely 180.

<page>1

Divisional Overview

  Expanded Business Operations

        We expanded our operations. We have reorganized the company into two
divisions. Our Vote Power voting system will be one division, which shall
continue to develop its voting system as before and we have expanded our
operations by opening an environmental or "Green" division which we believe will
greatly add to our financial success, provide long term growth, while at the
same time setting an industry standard.

Green Manufacturing Division - RPM Roofing & Manufacturing

        We expanded our operations to sell and produce plastic roofing tiles
with a compression molding line in Terre Haute, Indiana. Our roofing and
manufacturing division, occupies a 70,000 foot building, with all the equipment
for a state of the art manufacturer roofing tiles. We  have the capacity to
produce up to 1,200 squares (120,000 square feet of roofing) per month with
their current equipment but have enough plant capacity for 5 times that amount
of monthly production.

  Recycled Plastic Materials

        We estimate that the recycling plastic business is a $240 billion
industry. This is even more evident and imperative due to the large increase in
oil prices that has caused a dramatic increase in new plastic materials. The
Environmental Protection Agency (EPA) continues to raise recycling goals each
year and it is expected that even higher goals will be set in the future.  In
order to achieve its goals, the EPA is emphasizing the use of recycled materials
employed in the construction of private and public structures.

        We employ a proprietary substrate that can be molded into three primary
roofing products: simulated slate, simulated cedar shake, barrel tile and flat
tile. All of our plastic roofing tile products will be manufactured from
recycled plastic material in a process that creates products that we believe are
superior to all presently-employed roofing products. We believe that these
products are superior for the following reasons:

    o    extreme fire and flame resistance;
    o    superior impact resistance;
    o    high durability;
    o    absolute water resistance;
    o    aesthetic beauty based upon castings of hand selected virgin
         products;
    o    ease of installation;
    o    light-weight, negating extra structural engineering costs;
    o    qualify for discounts from major insurance companies; and
    o    heat reduction through reflection of up to 75% of the sun's heat, this
         in turn reduces the need for expensive extra insulation in certain
         climates and reduces other costs.

        No additional structural engineering is necessary for the installation
of our plastic roofing tiles and we believe that our roofing materials will not
only reduce costs for homeowners but also for contractors as a result of the
reduced cost of labor and materials.

<page>2

        We offer a variety of roofing profiles and colors, including the
following:

        SIMULATED SLATE. Our simulated slate tiles are cast from natural slate
and are available in black, charcoal, gray, brown, red and green colors. Our
simulated slate tiles are 12 x 18 inches and weigh approximately 1.8 lbs. per
tile. We believe that our simulated slate tiles are beautiful and cannot be
differentiated from genuine slate tiles except upon close examination.

        SIMULATED CEDAR SHAKE. Our simulated cedar shake tiles are cast from
multiple patterns of genuine cedar shake and are available in pewter, charcoal,
brown and weathered gray colors. We believe that we have obtained the natural
beauty of real wood with these tiles. The length of this tile is 24 inches and
our simulated cedar shake tiles are expected to be available in 5, 7 and 12
inch widths weighing approximately 1.5, 1.8 and 2.0 lbs. per tile, respectively.

        SIMULATED SPANISH TILE.  Our simulated Spanish tiles is the most popular
and provides a Mediterranean styling with all the beauty and durability of
genuine clay tiles, but with greater ease of  installation, and are available in
terra cotta, brown and black colors. Our simulated Spanish tiles are 16.5 x 13
inches and weigh approximately 1.8 lbs. per tile.

        Each of our simulated tile products are tested to produce a Class A
and/or C fire rating. In addition, each of our simulated tile products are
tested to produce a Class 3 and 4 impact rating, except for our simulated
Spanish tile product, which we plan to have tested to produce a Class 3 impact
rating. We expect that the durability and fire resistance ratings of our
simulated tile products may reduce insurance premiums for the owners of homes
and buildings that utilize these products.

  Environmental Considerations

        We believe that environmental considerations will favorably influence
our ability to succeed. We estimate that the recycling business is a $240
billion industry. The EPA continues to raise recycling goals each year and we
expect that even higher goals will be set in the future.  In order to achieve
its goals, the EPA is emphasizing the use of recycled materials employed in the
construction of private and public structures.

        Many states, such as California, are restricting or limiting the use of
wood roofing tiles due to susceptibility to fire and their contribution to the
depletion of natural resources. Recycled plastic roofing tiles can be used in
lieu of wood products and are less susceptible to fire.

  The Roofing Blend

        We have developed a new and simpler roofing tile blend. We have coupled
this with a more advanced mixing and manufacturing process we developed, through
and with the assistance of a number plastic (polymer) engineers. Our new roofing
blend uses very common recycled raw materials that are readily available in the
market place in plentiful amounts and from numerous different sources. Costs
have been reduced for raw material, all previously dangerous powder raw
materials have been eliminated and press cycle times have been reduced which has
doubled the production lines' current capacity without adding any new presses or
additional equipment.

        The new blend has now been tested and passed all of the third-party
testing required for various certifications.

<page>3

  Sales &  Research & Development

        On the research and development side of the roofing business, we are
testing and preparing to introduce a new low cost roofing alternative produced
from recycled plastic that will be competitively priced for the first time with
asphalt shingles, the highest selling roofing material in the country. We
believe that this would be the first time that a composite plastic (recycled or
otherwise) roofing product would be competitive with asphalt roofing shingles.
We also intend to continue to improve our current roofing tile products by
making them lighter and also intend to introduce a heavy rock slate shingle much
like our current slate tile roof but with a thicker looking appearance, this is
very popular in the Midwest and Northeast sections of the country.

        We believe that our plastic roofing products are a viable alternative to
more expensive traditional roofing products. Our plastic roofing products are
priced lower than wood shake, slate and clay tiles. Our plastic roofing products
are priced competitively with other alternative roofing materials. We believe
that our plastic roofing tiles are considerably more durable than wood, slate or
barrel tiles made from traditional materials. Our plastic roofing tiles have a
life expectancy of approximately 50 years, whereas natural tiles have a life
expectancy of approximately 20 years.

        We are offering a variety of roofing profiles and colors, including
customization  options, to satisfy diverse requests. We offer simulated slate in
six colors, simulated cedar slate in four colors, simulated Spanish tile in
three colors and simulated flat cement thatch in five colors.

        We believe that traditional roofing products are generally either
attractive or safe, but not both. We believe that our roofing products combine
these two desirable  characteristics and we aim to position our products with
distributors and suppliers, contractors and builders, architects, and end-
consumers as high-quality, durable, environmentally- friendly products that add
beauty and safety to virtually any structure at a competitive price.

  Industry Demand

        We believe that the demand for plastic roofing materials is increasing
faster than the demand for traditional roofing materials. A greater than 50%
increase in demand for plastic roofing products is expected by 2010, whereas the
entire roofing industry is  expected to increase by 20% during the same period.
We believe that the demand for plastic roofing products is currently, and will
continue to be, bolstered in part by the continued emphasis on the use of
recycled materials. The EPA has raised recycling goals and has focused on the
construction industry. The EPA's target states with the largest recycling rates
include California, New York, Minnesota, Florida and Texas.

   Expanded Operations - Plastic Compounding Pellet Line

        We finishing the installation of a Recycled Plastic Compounding Pellet
lines that will recycle raw plastic bottles into plastic pellets that have been
specifically formulated for various customers and for our roofing tiles. This
will cut down on our raw material costs and minimize variable pricing that comes
in the market place because of the variability of oil prices that drive the
plastic supply market.

        The production line is expected to produce 2000 pounds of material an
hour and run 20 hours per day in order to keep up with demand. We have secured a
number of sources of recyclable materials that will grind up in our plant and
then process through the extruder line to produce the plastic pellets for sale
and use in our roofing tile blend.

        We completing the final stages installation of its plastic compounding
line and has received commitments for up to 25 million pounds of compounding
orders already this year. This equates to approximately $1.0 million in profits
for the Company.  We hope to start production in early June 2009.

   Expanded Operations - Layer Saver Portable Racking System

        We have entered into an exclusive strategic alliance with Layer Saver
Raking System to supply all their plastic components and pallets for their
patented Layer Saver Racking Systems. Some of the projects we are looking
forward to working with Layer Saver on are as follows:

o       a major railroad company to increase their freight capacity on their box
        cars. We have developed a new recycled plastic pallet system that
        substantially increases box car capacity by more than 3 times their
        current capacity.

o       a $2 + billion a year national grocery chain to handle all the delivery
        pallets and logistics for all their stores. The discussions involve an
        initial contract worth approximately $8 million.

o       a Fortune 500 fruit grower to improve their shipment capabilities from
        their southern farms to locations along the east coast through the use
        of a new system for stacking otherwise unstackable pallets for their
        fruit beverages sold worldwide.

o       a major overnight package delivery service to decrease their lost
        packages due lost or damaged freight shipments.

<page>4

  Current Marketing

        We now have sales representatives covering the east coast from New
Jersey down to and including Florida. Midwest sales representatives for Iowa,
Illinois, Wisconsin, Missouri, Minnesota, Oklahoma, Arkansas, Alabama, Texas
Wisconsin, and a west coast representatives for the Pacific Northwest, and
Arizona and Nevada.

  Sales and Marketing Future Plans

        We intend to market our plastic roofing products through and to the
following five distinct groups:

        IN HOUSE MARKETING GROUP. We are opening a special sales division for
sales efforts and support for the all states west of Mississippi River. This
will be an intensive drive to open roofing markets that are currently not
being supported.

        MANUAFCTUER'S REPRESENTATIVES. We need to add many more manufacturers'
representatives for our product and train them on the value and dependability of
our roofing tile line. We intend to seek out the best and brightest sales
representatives we can find and offer 8% commissions for all sales, which is 2
to 3 percent higher then our competition but since we have good profit margins
we want to attract the best sales people in the roofing field, in order to brake
into the market.

        DISTRIBUTORS AND SUPPLIERS. We believe that distributors and suppliers
are an excellent resource to display and feature our plastic roofing products.
We believe that distributors and suppliers have key connections within the
construction industry and that they can provide numerous sales opportunities for
our products. We have already contacted two major distributors in Florida and
both have indicated an interest in buying our products when and if they are
readied for large-scale production and use. We need to add more.

        CONTRACTORS AND BUILDERS. Contractors and builders have the power to
exert influence over their clients regarding the type of roof to be chosen. We
expect to focus on contractors and builders in the geographic areas where we
expect to initially market our products: the South, the West and in Florida. By
exposing our products to contractors and builders and increasing demand for our
products within this group, we expect to also increase demand for our products
with distributors and suppliers.  We need more direct sales to them.

        ARCHITECTS. We believe that architects represent an excellent potential
sales resource. Architects are often able to designate materials used in their
structures and, in addition to the core benefits of our plastic roofing
products, we hope to interest architects in unusual and modern roofs for
commercial and professional buildings. We believe that architects can be
marketed to through advertisements in trade-related publications. In marketing
to architects, we would expect to direct advertisements and information to the
various geographical areas where our sales activity is heaviest or where we are
focusing our marketing efforts. We need to advertise more and get our name out
as a green building supplier which architects are constantly looking for.

        END CONSUMERS. Establishing long-term relationships with homeowners  is
an important goal. Most modern residential roofs need replacement within a 20
year period. Targeting homeowners and building owners is important for our
future as many homeowners and building owners will be in a position to utilize
our products in the future. These are the highest profit margin sales and we are
currently selling directly to the end user because we have not established a
large enough distributor network to cover the entire country.

        We have to initiate direct mail campaigns, print advertising, website
communications and memberships in appropriate industry and other related
associations such as the Western States Roofing Contractor's Association, the
Florida Roofing and Sheet Metal Contractors Association, the National Roofing
Contractors Association and others. We anticipate that our print advertising
programs will include a product sample affixed to a printed advertisement. We
also anticipate that our direct mail campaigns will target select groups, such
as distributors and suppliers, contractors and builders, architects and end
consumers in an area-by-area launch program. We plan to have the mailing program
contain an informational packet, product samples, price lists and advertising
reprints of magazines or other advertising that we have circulated.  We estimate
that we will commence these campaigns within several months following insurance
approvals and certification of our plastic roofing products from the
International Council of Building Officials.

        We have begun to advertise more in select industry magazines such as
Builder Magazine, Roofing Contractor Magazine, Roofing/Siding/Insulation
Magazine, Environmental Design and Construction Magazine and Architectural West.
We expect that the focus of our advertisements will be the advantages our
products offer over traditional roofing products and our competitors'
alternative roofing products.

        We have expanded our website that is distinct from our existing plastic
roofing websites. We include detailed descriptions and features of our line of
alternative roofing products, the methods for ordering them and pricing
information. We also expect to include methods for obtaining samples of these
products and actual photos of roofs of homes and buildings that employ our
products.

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                      Vote Power Division

Current Status 2009

        Vote Power is still in the research & development stage and we are
actively seeking further capital funding for the project in order to develop and
produce a number of proto types of our voting system to have tested for accuracy
and security before beginning our search for a strong buyer for the technology
to implement final marketing and deployment of the system on a national and
international basis. We believe that this requires a company with greater and
longer history of financial strength, experienced management in national and
global marketing with a established marketing and distribution network as well
as a customer service network. This maybe in the form of one company or a
syndicate of firms.

Power Products

1.      Voter Registration (PowerReg)

        A massive relational database that holds identification and related
        information of each voter

2.      ABS (Absentee Ballot Solution) (PowerScan)

        Helps a voter to vote remotely or as an absentee voter

3.      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, and
        provide for an optional paper receipt

4.      EMS (Election Management System) (PowerManage)

        Software that is created to support the administration of the electronic
        voting tool

5.      Election Deployment (PowerCenter)

        Managing the Election Day by the minute; a proactive tool for trouble
        free Election Day

6.      Election Reporting (PowerReport)

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

        This provides accountability by maintaining a tight audit control.

<page>6

Electronic Voting Market Size

General Overview

        The electronic voting market is large. The electronic industry is in its
infancy.  Just as in the initial stages of the Internet days when it was
practically impossible to quantify the Internet commerce size; currently, the
total size of the voting market is unknown.  What is known is how much the HAVA
Act has budgeted so far to the states.

Marketing and Sales Strategy

Positioning

        Vote Power creates value by approaching the market with a 'laser-like'
focus and concentration on the e-voting market.  Fortunately, the executive team
not only has industry IT expertise, it also has voting processes' expertise.
The dual expertise of both industries has enabled the Vote Power team to tackle
the market in a number of unique ways.

Hardware Partners

        Vote Power has strategic partnerships with the leading hardware vendors
for its Direct Recording Equipment solution.  Touch screen monitors will be used
as the vote casting vehicle.

<page>7

Results of Operations

    Results of Operations for the Three Months Ended March 31, 2009

    Our revenues were $435,000, in the first quarter of 2009. This revenue
is attributable to the sales our recycled plastic roof tiles and our outside
consulting work done by our management team. Our Roofing division did $161,000
in gross revenues or 37% of our total gross revenues for the period. Typically,
the 1st quarter of year we experience lower sales of roofing materials due to
seasonal bad weather restrictions that limit roofing installations throughout
most of the country.

    Our cost of goods sold was approximately 170,000 in the first quarter of
2009. The costs of goods sold for the roofing division was $57,000 or 36% of the
gross roofing revenues for the period. We expect our gross profit results
to increase as we have significant profit margins in our roofing tiles.
We expect that our gross profit will increase substantially as sales of our
roofing tiles increase.

    Total operating expenses were approximately $259,000 in the first quarter of
2009. Our gross income was minimal at just under $6,000, and our net loss
including non-cash expenses was just over $100,000. Our non cash expenses made
up 29% of our total operating expenses of $365,000 in the first quarter of 2009.
We expected a net loss in the first quarter and possible into the second quarter
of 2009 as a result of the cost associated with the restructuring of the company
and its expansion of the roofing tile division.

Liquidity and Capital Resources

    At March 31, 2009 we had cash of $172,000. We had a working capital surplus
of $2,143,735. During the three months ended March 31, 2008, we financed our
operations primarily through cash generated from sales of our products.

Debt Financing

    We have two loans totaling approximately $3,000,000 which are related to
our equipment, real property and building in which we produce our products at
1251 N. Fruitridge, Terre Haute, Indiana. We pay interest only on both loans
totaling approximately $19,000 per month. Balloon payments are due on both loans
in January 2010 but we expect to be able to pay the loans off or negotiate an
extension of time to do so. Additionally we are paying approximately $8,600 per
month for maintenance and real and personal property taxes for 2008 & 2009. In
2010 we expect our tax burden to be reduced to approximately $3,000 per month.

<page>8

Item 3.  Controls and Procedures

        In January 2009, we have evaluation our design and operation of our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us is accumulated, recorded, processed, summarized
and reported to our management as appropriate to allow timely decisions
regarding whether or not disclosure is required.

        During the quarter ended March 31, 2009, there were no changes in
our internal controls over financial reporting that have materially affected, or
are reasonably likely to materially affect, our internal controls over financial
reporting.

<page>9

                        PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.

ITEM 2.  CHANGES IN SECURITIES

        During the 1st quarter of 2009, we issued 133,240 shares of restrcited
common stock for services to consultants for services rendered in the amount of
$85,192. Additionally, we completed our acquisition of RPM Roofing and
Manufacturing which included a building, real property and associated roofing
equipment worth approximately $5,000,000 in exchange for 10 million shares of
our restricted common stock.

        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. Additionally, the purchasers were sophisticated
and had sufficient access to information on the Company.

  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 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

    None.

ITEM 5. Other Information

    None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    None.

                                  SIGNATURE


                                  INNOVATIVE IMPACT DESIGN, INC.


Dated: May 27, 2009               By: /s/ Randy Zych
                                  -------------------------------
                                  President


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