**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended:June
                30, 2004[ 
                 ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period ___________ to__________





***SNAP2
      CORPORATION***


(Name
      of
      Small Business Issuer in its charter)





NEVADA
            0-26839
            88-0407246(State
                of incorporation)
            (Commission
                File Number)
            (IRS
                Employer Identification No.)





101
      Plaza
      Real South, Suite 210, Boca Raton, FL 33436


(Address
      of principal executive offices and zip code)





2000
      West
      Commercial Blvd. Suite 133, Fort Lauderdale, FL 33309


(Former
      address of principal executive offices and zip code)





(561)
      368-4700


Registrant's
      telephone number, including area code:





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 [ ]





As
      of
      June 30, 2004, the Registrant has 48,394,250 shares of common stock
      outstanding.





Transitional
      Small Business Disclosure Format. Yes [   ] No [X]





***Table
          of Contents***








**TABLE
                OF CONTENTS**
            **Page****PART
                I - FINANCIAL INFORMATION**Item
                1:
            Financial
                Statements
            3Item
                2:
            Management's
              Discussion and Analysis
            4Item
                3:
            Controls
                and Procedures
            8**PART
                II - OTHER INFORMATION**Item
                1:
            Legal
                Proceedings
            9Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            9Item
                3:
            Defaults
                Upon Senior Securities
            9Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            9Item
                5:
            Other
                Information
            9Item
                6:
            Exhibits
            10







2
 ***Table
          of Contents***


**PART
      1 - FINANCIAL INFORMATION**





**ITEM
      1.** **FINANCIAL
      STATEMENTS**





Our
      unaudited financial statements included in this Form 10-QSB are as
      follows:





(a)
            Condensed
                Consolidated Balance Sheet as of June 30,
                2004;


(b)
            Condensed
                Consolidated Statements of Operations for the nine and
                three month months ended June 30, 2004 and 2003;


(c)
            Condensed
                Statements of Cash Flow for the nine and three months ended June 30,
                2004 and 2003;


(d)
            Notes
                to Condensed Financial Statements.





These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended June 30, 2004
      are
      not necessarily indicative of the results that can be expected for the full
      year.











3
 ***Table
          of Contents***


**SNAP2
      CORPORATIONCONDENSED CONSOIDATED BALANCE SHEETS (UNAUDITED)JUNE 30,
      2004**


**ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              4,526Accounts
                  receivable
              
              
              120,467Inventory
              
              
              29,995Officer
                  Loan
              
              
              6,133**Total
                  current assets**
              
              
              161,121**OTHER
                  ASSETS**Goodwill
              
              
              1,619,350**Total
                  other assets**
              
              
              1,619,350**TOTAL
                  ASSETS**
              
              $
              1,780,471**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT
                  LIABILITIES**Note
                  payable
              
              $
              84,000Accounts
                  payable and accrued liabilities
              
              
              162,751**Total
                  current liabilities**
              
              
              246,751**Long-term
                  Liabilities**Commitments
              
              
              631,556**Total
                  liabilities**
              
              
              878,307**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Preferred
                  stock, $.001 par value; 20,000,000 shares authorized;0
                  shares issued and outstanding
              
              
              -Common
                  stock, $.001 par value; 50,000,000 shares authorized;48,394,250
                  shares issued and outstanding
              
              
              48,394Additional
                  paid-in capital
              
              
              8,001,913Accumulated
                  deficit
              
              
              (7,148,143
              )**Total
                  stockholders' equity (deficit)**
              
              
              902,164**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              $
              1,780,471




The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.




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          of Contents***


**SNAP2
      CORPORATIONCONDENSED CONSOIDATED STATEMENTS OF INCOME (UNAUDITED)FOR THE
      NINE AND THREE MONTHS ENDED JUNE 30, 2004 AND 2003** **NINE
                    MONTHS ENDED**
                
                **THREE
                    MONTHS ENDED****June
                  30,**
                
                **June
                    30,****June
                    30,**
                
                **2003**
                
                **June
                    30,**
                
                **2003****2004**
                
                **(restated)**
                
                **2004**
                
                **(restated)****OPERATING
                    REVENUE**
                
                $
                440,935
                
                $
                -
                
                $
                440,935
                
                $
                -**COST
                    OF OPERATIONS**
                
                
                433,770
                
                
                -
                
                
                433,770
                
                
                -**GROSS
                    PROFIT**
                
                
                7,165
                
                
                -
                
                
                7,165
                
                
                -**OPERATING
                    EXPENSES**Consulting
                    fees
                
                
                1,127,300
                
                
                -
                
                
                287,300
                
                
                -General
                    and administrative
                
                
                2,645
                
                
                6,000
                
                
                2,566
                
                
                -Rent
                
                
                18,500
                
                
                -
                
                
                18,500
                
                
                -**Total
                    operating expenses**
                
                
                1,148,445
                
                
                6,000
                
                
                308,366
                
                
                -**OPERATING
                    LOSS**
                
                
                (1,141,280
                )
                
                (6,000
                )
                
                (301,201
                )
                
                -**OTHER
                    INCOME (EXPENSE)**Impairment
                
                
                (3,200,000
                )
                
                -
                
                
                -
                
                
                -**Total
                    other expense**
                
                
                (3,200,000
                )
                
                -
                
                
                -
                
                
                -**INCOME
                    (LOSS) BEFORE INCOME TAXES**
                
                
                (4,341,280
                )
                
                (6,000
                )
                
                (301,201
                )
                
                -Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -**LOSS
                    FROM CONTINUING OPERATIONS**
                
                
                (4,341,280
                )
                
                (6,000
                )
                
                (301,201
                )
                
                -**DISCONTINUED
                    OPERATIONS**Income
                    (loss) from discontinued operatons (net)
                
                
                -
                
                
                218,925
                
                
                -
                
                
                -Gain
                    (loss) on disposal of business
                
                
                -
                
                
                (128,549
                )
                
                -
                
                
                -**Net
                    Income (loss) before provisions income taxes**
                
                
                (4,341,280
                )
                
                84,376
                
                
                (301,201
                )
                
                -Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -**NET
                    INCOME (LOSS)**
                
                $
                (4,341,280
                )
                $
                84,376
                
                $
                (301,201
                )
                $
                -**BASIC
                    AND DILUTED INCOME (LOSS) PER SHARE**Basic
                    from continuing operations
                
                $
                (0.02
                )
                $
                (0.00
                )
                $
                (0.01
                )
                $
                -Diluted
                    from continuing operations
                
                $
                (0.02
                )
                $
                (0.00
                )
                $
                (0.01
                )
                $
                -Basic
                    from discontinued operations
                
                $
                -
                
                $
                0.08
                
                $
                -
                
                $
                -Diluted
                    from discontinued operations
                
                $
                -
                
                $
                0.08
                
                $
                -
                
                $
                -Basic
                    from disposal
                
                $
                -
                
                $
                (0.05
                )
                $
                -
                
                $
                -Diluted
                    from disposal
                
                $
                -
                
                $
                (0.05
                )
                $
                -
                
                $
                -**WEIGHTED
                    AVERAGE NUMBER OF BASIC**
                
                
                47,090,953
                
                
                2,694,250
                
                
                47,090,953
                
                
                2,694,250**COMMON
                    SHARES OUTSTANDING****WEIGHTED
                    AVERAGE NUMBER OF DILUTED**
                
                
                47,090,953
                
                
                2,694,250
                
                
                47,090,953
                
                
                2,694,250**COMMON
                    SHARES OUTSTANDING**







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**SNAP2
      CORPORATIONCONDENSED CONSOIDATED STATEMENTS OF CASH
      FLOWS (UNAUDITED)FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 2004 AND
      2003**


**(Restated)****2004**
              
              **2003****CASH
                  FLOW FROM OPERATING ACTIVITIES****Continuing
                  Operations:**Net
                  income (loss)
              
              $
              (4,341,280
              )
              $
              (6,000
              )**Adjustments
                  to reconcile net income (loss) to net cash****provided
                  by operating activities:**Common
                  stock issued for services
              
              
              1,045,000
              
              
              -Impairment
              
              
              3,200,000
              
              
              -**Changes
                  in assets and liabilities**Increase
                  in accounts receivable
              
              
              (112,142
              )Increase
                  in inventory
              
              
              (14,555
              )Increase
                  in accounts payable and accrued liabilities
              
              
              120,836
              
              
              6,000Total
                  adjustments
              
              
              4,239,139
              
              
              6,000Net
                  cash used in operating activities - continuingoperations
              
              
              (102,141
              )
              
              -**Discontinued
                  Operations:**Income
                  from discontinued operations
              
              
              -
              
              
              84,376Adjustments
                  to reconcile net cash used indiscontinuing
                  operations
              
              
              -
              
              
              (131,483
              )Net
                  cash used in operating activities - discontinued
                  operations
              
              
              -
              
              
              (47,107
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Capital
                  expenditures
              
              
              -
              
              
              -**Net
                  cash used in investing activities**
              
              
              -
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Issuance
                  of stock
              
              
              100,000Officer
                  loan - net
              
              
              (6,133
              )
              
              -Contributions
                  from officer - net
              
              
              
              
              
              -**Net
                  cash provided by financing activities**
              
              
              93,867
              
              
              -**NET
                  INCREASE (DECREASE) IN****CASH
                  AND CASH EQUIVALENTS**
              
              
              (8,274
              )
              
              (47,107
              )**CASH
                  AND CASH EQUIVALENTS -****BEGINNING
                  OF PERIOD**
              
              
              12,800
              
              
              47,107**CASH
                  AND CASH EQUIVALENTS - END OF PERIOD**
              
              $
              4,526
              
              $
              -**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                  paid during the period for:Interest
                  paid
              
              $
              -
              
              $
              2,583**SUPPLEMENTAL
                  DISCLOSURE OF NONCASH INFORMATION:**Common
                  stock issued for services
              
              $
              1,045,000
              
              $
              -Common
                  stock issued for purchase of companies
              
              $
              3,200,000
              
              $
              -




The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.




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          of Contents***


**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2004 AND 2003**





**NOTE
      1
      -** **NATURE
      OF BUSINESS**





The
      condensed consolidated unaudited interim financial statements included herein
      have been prepared by Snap 2 Corporation (the “Company”) without audit, pursuant
      to the rules and regulations of the Securities and Exchange Commission (the
      “SEC”). Certain information and footnote disclosures normally included in the
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted as
      allowed by such rules and regulations, and the Company believes that the
      disclosures are adequate to make the information presented not misleading.
      It is
      suggested that these condensed consolidated financial statements be read in
      conjunction with the September 30, 2003 audited consolidated financial
      statements and the accompanying notes thereto. While management believes the
      procedures followed in preparing these condensed consolidated financial
      statements are reasonable, the accuracy of the amounts are in some respects
      dependent upon the facts that will exist, and procedures that will be
      accomplished by the Company later in the year.





The
      management of the Company believes that the accompanying unaudited condensed
      consolidated financial statements contain all adjustments (including normal
      recurring adjustments) necessary to present fairly the operations, changes
      in
      stockholders’ equity (deficit), and cash flows for the periods
      presented.





Snap
      2
      Corporation, was incorporated as White Rock Enterprises, Ltd. On October 8,
      1998
      under the laws of the State of Nevada. The Company was originally formed to
      develop and market a dryer for boots and shoes. On February 28, 2000, the
      Company merged with ISES Corporation with the Company being the surviving
      entity. In connection with the merger, the Company issued 10,000,000 shares
      of
      common stock and 10,000 shares of convertible preferred stock automatically
      converted to 10,000,000 shares of common stock on February 28, 2002.





For
      accounting purposes, the transaction was been accounted for as a reverse
      acquisition under the purchase method of accounting. Accordingly, the Company
      will be treated as the continuing entity for accounting purposes, and the
      financial statements presented herein are those of the Company.





In
      connection with the reverse merger, the Company became a software product
      developer and software service provider for in-flight entertainment systems
      and
      set-top boxes for interactive television. The Company changed its name to Snap
      2
      Corporation pursuant to an Articles of Amendment filed July 12, 2000.


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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      1
      -** **NATURE
      OF BUSINESS (CONTINUED)**





On
      March
      31, 2003, the Company entered into an Escrow Agreement with its majority
      stockholder, and another entity, whereby the majority stockholder sold his
      interest in the Company constituting 74.2% of the issued and outstanding shares
      of the Company to the other entity for $100,000 in a private stock transaction.
      For the $100,000 consideration, the majority stockholder received the assets
      of
      the Company and assumed the liabilities of the Company, with the Company
      providing a promissory note to the majority stockholder for $84,000.





The
      condensed consolidated financial statements for the Nine Months Ended June
      30,
      2003 include reclassifications of the operations of the Company to reflect
      the
      disposal of its business, which took effect March 31, 2003.





In
      accordance with the Escrow Agreement, the Company signed an indemnification
      agreement, indemnifying the Company of any liability with respect to the
      majority stockholder’s assumption of the debt acquired by him. The Company,
      however, in accordance with FASB 5 and FIN 45, has elected to recognize a
      liability on its books due to the guarantee imposed that the debt gets paid
      off.
      Under FIN 45, the Company recorded the liability at the inception of the
      guarantee and only will reflect a reduction of the payable, i.e. release from
      guarantee upon the expiration or settlement of the guarantee, by a systematic
      and rational amortization method or as the fair value of the guarantee
      changes.





On
      April
      19, 2004 The Company acquired the assets of Call Now America Prepaid LLC in
      a
      stock-for-assets acquisition.





The
      Company has amended its previously issued unaudited financial statements for
      the
      nine months ended June 30, 2003. The Company did not have an independent review
      of its financial statements by an independent certified public accountant.
      Additionally, the Company has restated its financial statements to take effect
      for the disposal of its business.





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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**Principles
      of Consolidation**





The
      condensed consolidated financial statements include the accounts of the Company
      and its wholly-owned subsidiary. All significant intercompany accounts and
      transactions have been eliminated in consolidation.





**Cash
      and Cash Equivalents**





For
      financial statement presentation purposes, the Company considers short-term,
      highly liquid investments with original maturities of three months or less
      to be
      cash and cash equivalents.





The
      Company maintains cash and cash equivalent balances at a financial institution
      that is insured by the Federal Deposit Insurance Corporation up to $100,000.
      There were no uninsured cash balances at June 30, 2004 and 2003.





**Revenue
      Recognition**





The
      Company records its transactions under the accrual method of accounting whereby
      income is recognized when the services are rendered and collection is reasonable
      assured.





**Income
      Taxes**





The
      provision for income taxes includes the tax effects of transactions reported
      in
      the financial statements. Deferred taxes would be recognized for differences
      between the basis for assets and liabilities for financial statement and income
      tax purposes. The major difference relates to the net operating loss
      carryforwards generated by sustaining deficits during the development stage.
      The
      Company lost all prior net operating loss carryforwards prior to June 30, 2003
      due to the change in control.


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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**


**(CONTINUED)**





**Earnings
      (Loss) Per Share of Common Stock**





Historical
      net income (loss) per common share is computed using the weighted average number
      of common shares outstanding. Diluted earnings per share (EPS) includes
      additional dilution from common stock equivalents, such as stock issuable
      pursuant to the exercise of stock options and warrants. Common stock equivalents
      are not included in the computation of diluted earnings per share when the
      Company reports a loss because to do so would be antidilutive for the periods
      presented.





The
      following is a reconciliation of the computation for basic and diluted
      EPS:


June
                  30,
              
              June
                  30,2004
              
              2003Net
                  Income (loss)
              
              $
              (4,341,280
              )
              $
              84,376Weighted-average
                  common sharesoutstanding
                  (Basic)
              
              
              47,090,953
              
              
              2,694,250Weighted-average
                  common stockequivalents:Stock
                  options and warrants
              
              
              -
              
              
              -Weighted-average
                  common sharesoutstanding
                  (Diluted)
              
              
              47,090,953
              
              
              2,694,250




The
      company at June 30, 2004 and 2003 had no common stock
      equivalents.


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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**


**(CONTINUED)**





**Property
      and Equipment**





All
      property and equipment was recorded at cost and depreciated over their estimated
      useful lives, generally three, five or seven years, using the straight-line
      method. Upon sale or retirement, the costs and related accumulated depreciation
      are eliminated from their respective accounts, and the resulting gain or loss
      is
      included in the results of operations. Repairs and maintenance charges which
      do
      not increase the useful lives of the assets are charged to operations as
      incurred.





**Advertising**





Costs
      of
      advertising and marketing are expensed as incurred. There were no advertising
      or
      marketing costs for the nine months ended June 30, 2004 and 2003.





**Stock-Based
      Compensation**





The
      Company has elected to follow Accounting Principles Board Opinion No. 25,
“ *Accounting
      for Stock Issued to Employees* ”
(APB
      No. 25), and related interpretations, in accounting for their employee stock
      options rather than the alternative fair value accounting allowed by SFAS No.
      123, “ *Accounting
      for Stock-Based Compensation* ”,
      and
      has adopted the enhanced disclosure provisions of SFAS No. 148, *“Accounting
      for Stock Based Compensation - Transition and Disclosures”* ,
      an
      amendment of SFAS No. 123. APB No. 25 provides that the compensation expense
      relative to the Company’s employee stock options is measured based on the
      intrinsic value of the stock option. SFAS No. 123 requires companies that
      continue to follow APB No. 25 to provide a pro-forma disclosure of the impact
      of
      applying the fair value method of SFAS No. 123.





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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**


**(CONTINUED)**





**Stock-Based
      Compensation** **(Continued)**





During
      the Nine Months Ended June 30, 2003, the Company cancelled employee stock
      options for 475,000 shares of common stock due to employment terminations.
      Any
      remaining stock options will be exercisable in conformity with a stock option
      plan that was approved by a Board of Directors and a majority of the
      shareholders of the Company on March 15, 2000. Stock options are generally
      granted at fair value and vest over a four-year period. The plan is more
      restrictive for any options granted to shareholders owning in excess of ten
      percent of outstanding common stock. No options were exercised during the
      period. The Company had outstanding 26,942,500 shares of common stock at June
      30, 2003. Upon the disposal of its business, all remaining options were
      cancelled by new management. No additional options have been issued since
      then.





**Goodwill
      and Other Intangible Assets**





In
      June
      2001, the FASB issued Statement No. 142 "Goodwill and Other Intangible Assets."
      This Statement addresses financial accounting and reporting for acquired
      goodwill and other intangible assets and supercedes APB Opinion NO 17,
      Intangible Assets. The statement address how intangible assets that are acquired
      are accounted for as well as the accounting for them after the initial
      recognized treatment. The company in January 2004 acquired various customer
      lists and assets from Digital Marketing Networks, LLC and EZ Direct Marketing
      ,
      Inc  that they have impaired because they are not being utilized of
      $3,200,000. The company in May 2004 went in another direction and Acquired
      the
      assets of Call Now America prepaid Company , LLC that are being utilized and
      have recorded the corresponding goodwill of $1,619,350. The company will test
      for the impairment annually.


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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      3-** **STOCKHOLDERS’
      DEFICIT**





The
      Company is authorized to issue 50,000,000 common shares and 20,000,000 preferred
      shares all of a par value of $.001. At June 30, 2004, the Company had 48,394,250
      common shares outstanding, and no preferred shares issued and outstanding.





On
      August
      23, 2003, the Company issued 23,000,000 shares of its common stock for services
      rendered. The fair value of the common stock on the date of the issued shares
      was $.001 per share, with a value of $23,000.





On
      September 4, 2003, the Company authorized a 1 for 10 reverse stock split. The
      post-split shares at September 4, 2003 were 4,994,250.





On
      January 5, 2004, the Company agreed to acquire Digital Marketing Networks,
      LLC
      and Ez Direct Marketing, Inc., through a share for share exchange. The fair
      market value of the common stock on the date of the exchange date was $.10
      per
      share and the 32,000,000 shares were issued on January 5, 2004.





On
      January 5, 2004, the Company issued 8,000,000 shares for consulting services
      provided. The fair market value of the common stock on the date of the issuance
      was $0.10 per share.


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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      3-** **STOCKHOLDERS’
      DEFICIT** **(CONTINUED)**





On
      March
      9, 2004, the Company issued 100,000 shares for cash. The fair market value
      of
      the common stock on the date of the issuance was $0.10 per share.





On
      April
      14, 2004, the Company issued 200,000 shares for consulting services provided.
      The fair market value of the common stock on the date of the issuance was $1.00
      per share.





On
      May 7,
      2004, the Company issued 3,000,000 shares for the acquisition of Call Now
      America Prepaid Company, LLC. The fair market value of the common stock on
      the
      date of the issuance was $0.54 per share.





On
      May
      20, 2004, the Company issued 100,000 shares for consulting services provided.
      The fair market value of the common stock on the date of the issuance was $0.45
      per share.





**NOTE
      4-** **LINE
      OF CREDIT**




The
      Company had a $200,000 line of credit with a bank bearing interest at the bank’s
      commercial base rate. This line of credit was guaranteed by an officer of the
      Company. Funds advanced were secured by the Company’s accounts receivable and
      equipment. The line of credit matured February 10, 2003 at which time the
      Company repaid all existing amounts due. The line was not renewed.





**NOTE
      5-** **COMMITTMENTS**





In
      accordance with the Escrow Agreement, the Company signed an indemnification
      agreement, indemnifying the Company of any liability with respect to the
      majority stockholder’s assumption of the debt acquired by him. The Company,
      however, in accordance with FASB 5 and FIN 45, has elected to recognize a
      liability on its books due to the guarantee imposed that the debt gets paid
      off.
      Under FIN 45, the Company recorded the liability at the inception of the
      guarantee and only will reflect a reduction of the payable, i.e. release from
      guarantee upon the expiration or settlement of the guarantee, by a systematic
      and rational amortization method or as the fair value of the guarantee changes.
      Statement of Financial Accounting Standards Number 5, discusses disclosures
      and
      recognition of liabilities relating to loss contingencies. A prime example
      discussed is the guarantees of indebtedness of others. Under this pronouncement,
      the Company has disclosed the guarantee and has recorded the liability, because
      the amounts currently due are probable and reasonably
      estimated.


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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      6-** **LONG-TERM
      DEBT**





On
      June
      20, 1999, the Company entered into a promissory note with a related party of
      the
      Company’s president whereby $135,000 was borrowed by the Company. The note bears
      interest at 9% per annum on the unpaid principal balance. Under the terms of
      the
      note, principal payments of $10,385 along with interest are due in quarterly
      installments beginning July 1, 2001. The Company had not paid the $83,080 due
      under this note, as well as the accrued interest, since July 1, 2000. Principal
      payments had not been accelerated under this note by the noteholder. The former
      majority shareholder assumed the payments of this note pursuant to an Assignment
      of Indebtedness dated April 29, 2003. The Company has recorded this liability
      due to its guarantee on the debt (see Note 5).





On
      August
      17, 1999, the Company entered into an agreement with the Iowa Department of
      Economic Development (“IDED”) whereby the Company would receive $100,000 of
      financial assistance of under the Community Economic Betterment Account
      (“CEBA”). Under the terms of the agreement, the Company shall pay an annual
      royalty equal to 1.5% of the prior year total gross revenues to IDED in
      semi-annual payments each June 1 and December 1, until a repayment amount of
      $200,000 has been reached. Approximately $66,000 was due under this agreement
      at
      June 30, 2003. The Company has recorded this liability due to its guarantee
      on
      the debt (see Note 5).





**NOTE
      7-** **GOING
      CONCERN**





The
      Company’s condensed consolidated financial statements are prepared using
      accounting principles generally accepted in the United States of America which
      contemplate the realization of assets and liquidation of liabilities in the
      normal course of business.





There
      is
      substantial doubt about the Company’s ability to continue as a going concern
      because of the substantial losses incurred since the company has been
      operational and there is no guarantee that the operations of the newly purchased
      subsidiary can sustain the company.





Management’s
      plans with respect to the Company’s future involve working with a newly formed
      Board of Directors that consists of responsible and experienced directors,
      and
      establishing and implementing a business plan that will enable the company
      to
      grow and support its operations and working capital needs.





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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      8-** **PROVISION
      FOR INCOME TAXES**





Deferred
      income taxes will be determined using the liability method for the temporary
      differences between the financial reporting basis and income tax basis of the
      Company’s assets and liabilities. Deferred income taxes will be measured based
      on the tax rates expected to be in effect when the temporary differences are
      included in the Company’s tax return. Deferred tax assets and liabilities are
      recognized based on anticipated future tax consequences attributable to
      differences between financial statement carrying amounts of assets and
      liabilities and their respective tax bases.





At
      June
      30, 2004, deferred tax assets consist of the following:


Net
                  deferred tax assets
              
              $
              1,790,000Less:
                  valuation allowance
              
              
              (1,790,000
              )$
              -0-


At
      June
      30, 2004, the Company had federal net operating loss carryforwards in the
      approximate amount of $7,148,000, available to offset future taxable income
      through 2024. The Company established a valuation allowance equal to the full
      amount of the deferred tax asset due to the uncertainty of the utilization
      of
      the operating losses in future periods.





**NOTE
      9-** **RESTATEMENT
      OF PRIOR ISSUED FINANCIAL STATEMENTS**





The
      Company has amended its previously issued unaudited financial statements for
      the
      Nine Months Ended June 30, 2003. The Company did not have an independent review
      of its financial statements by an independent certified public accountant.
      Additionally, the Company has restated its financial statements to take effect
      for the disposal of its business.




**NOTE
      10-** **MAJOR
      CUSTOMERS AND MAJOR SUPPLIERS**





In
      the
      three months ended June 30, 2004 the company collected ten percent of more
      of
      its revenues from each of three customers, 50%, 28% and 22% specifically, and
      purchased ten percent or more of its goods to be sold from three suppliers,
      51%,
      27% and 22% specifically. In the nine months ended June 30, 2004 the company
      collected ten percent of more of its revenues from each of three customers,
      53%,
      26% and 21% specifically, and purchased ten percent or more of its goods to
      be
      sold from three suppliers, 53%, 26% and 21% specifically.





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**SNAP
      2 CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2004 AND 2003**





**NOTE
      11-** **SUBSEQUENT
      EVENTS**





On
      November 7, 2005, the Company announced the pre-launch of VIP Travel Rewards,
      Inc., a wholly owned subsidiary of Snap 2 Corporation.








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**ITEM
      2.** **M** **ANAGEMENT'S
      DISCUSSION AND ANALYSIS**




**Forward-Looking
      Statements**





Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the words
      “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “prospects,”
or similar expressions. The Company’s ability to predict results or the actual
      effect of future plans or strategies is inherently uncertain. Factors which
      could have a material adverse affect on the operations and future prospects
      of
      the Company on a consolidated basis include, but are not limited to: changes
      in
      economic conditions, legislative/regulatory changes, availability of capital,
      interest rates, competition, and generally accepted accounting principles.
      These
      risks and uncertainties should be considered in evaluating forward-looking
      statements and undue reliance should not be placed on such statements. Further
      information concerning the Company and its business, including additional
      factors that could materially affect the Company’s financial results, is
      included herein and in the Company’s other filings with the SEC.





**Restatement
      of Prior Issued Financial Statements**





The
      Company has amended its previously issued unaudited financial statements for
      the
      three months ended June 30, 2004. The Company did not have an independent review
      of its financial statements by an independent certified public accountant.
      Additionally, the Company has restated its financial statements to take effect
      for the disposal of its business





**General**





The
      Company was incorporated on October 8, 1998 under the laws of the State of
      Nevada originally for the purpose of developing and marketing its only product,
      a boot dryer that dries both boots and shoes for commercial and consumer use.
      Effective February 28, 2000 the Company merged with ISES Corporation (an Iowa
      corporation originally incorporated on May 14, 1997) ("ISES") with the Company
      being the survivor. In connection with the merger, the Company disposed of
      its
      boot dryer product to the original owner. The Company's name was subsequently
      changed to SNAP2 Corporation pursuant to Articles of Amendment filed July 12,
      2000.


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Prior
      to
      March 31, 2004 SNAP2 Corporation (f/k/a White Rock Enterprises, Ltd.) (the
      "Company") was a software product developer and software service provider for
      in-flight entertainment systems (IFE) for passenger aircraft and interactive
      set-top boxes (STB) for interactive television. As of March 2003 the Company
      discontinued all prior operations.





The
      Company is registered with the SEC as SNAP2 Corporation and is traded on the
      over-the-counter bulletin board: OTCBB:SPTO.





On
      December 3, 2003, the Company acquired Digital Marketing Networks, LLC and
      Ez
      Direct Marketing, Inc. through a share for share exchange. Digital Marketing
      Networks, LLC is a software company concentrating in internet sales. Ez Direct
      Marketing, Inc is a marketing company focusing on retail sales. Additionally,
      on
      April 19, 2004, the Company acquired the assets of Call Now America Prepaid
      Corporation. Call Now America sells prepaid phone services.





Digital
      Marketing Networks, LLC was an inactive company and had no assets or
      liabilities. Digital Marketing Networks was acquired for its president’s ideas
      and its contacts.





Ez
      Direct
      Marketing, Inc. was an inactive company and had no assets or liabilities. Ez
      Direct Marketing, Inc. was acquired for its president’s ideas, its contacts and
      customer lists.





Call
      Now
      America Prepaid, LLC distributes prepaid phone cards for the domestic,
      international and wireless markets in Florida, Georgia, New York and Texas
      through distributors in each of the respective states.




**Operations**





The
      Company operates from 101 Plaza Real South, Suite 210, Boca Raton, FL
      33432




**Products**





Prior
      to
      March 31, 2004 the Company marketed software applications for the in flight
      entertainment and interactive television markets. On March 31, 2004 the Company
      discontinued marketing of its applications for the in flight entertainment
      and
      interactive television markets and discontinued its operations. As of this
      time
      the Company’s primary product is pre-paid phone cards.




**Assets**





As
      of
      June 30, 2004 our assets were $1,780,471.




**Liabilities
      and Stockholders’ Deficit**





Our
      total
      liabilities as of June 30, 2004, were $878,307.


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As
      of
      June 30, 2004, total Stockholders’ equity totaled $ 902,164.




**Results
      of Operations**





All
      revenues reported by Snap 2 Corporation are derived from the sale of pre-paid
      phone cards. Total revenues for the nine months ended June 30, 2004 and June
      30,
      2003 (Restated) were $440,935 and $0, respectively.





We
      did
      not earn any revenue during the three month period ended March 31, 2004. As
      of
      March 31, 2004 the Company has discontinued its operations. New operations
      of
      the company commenced in December of 2003.





Gross
      profit for the nine months ended June 30, 2004 and June 30, 2003 (Restated)
      were
      $7,165 (1.6%) and $0, respectively. The increase in gross profit dollars is
      the
      direct result of revenue derived from the sale of pre-paid phone cards. There
      was no revenue for the nine months ended June 30, 2003.





Total
      operating expenses increased to $1,148,445 for the nine months ended June 30,
      2004 and $6,000 for the nine months ended June 30, 2003 (Restated),
      respectively. The increase in the current period is attributable to expenses
      incurred to operate the company due to its new product offering, pre-paid phone
      cards.





The
      loss
      from continuing operations before other income (expense) for the nine months
      ended June 30, 2004 was $(1,141,280) compared to $(6,000) for the nine months
      ended June 30, 2003 (Restated), an increase of $(1,135,280). As discussed above,
      the increase primarily consists of increased operating expenses.





Total
      other income (expense) for the nine months ended June 30, 2004 was $(3,200,000)
      as compared to $0 for the nine months ended June 30, 2003 (Restated), an
      increase in expenses of $(3,200,000). During the nine months ended June 30,
      2004, Snap 2 Corporation recognized the impairment of stock issued. On January
      5, 2004, the Company agreed to acquire Digital Marketing Networks, LLC and
      Ez
      Direct Marketing, Inc., through a share for share exchange. The fair market
      value of the common stock on the date of the exchange date was $.10 per share
      and the 32,000,000 shares were issued on January 5, 2004.





The
      loss
      from continuing operations for the nine months ended June 30, 2004 was
      $(4,341,280) as compared to $(6,000) for the nine months ended June 30, 2003
      (Restated). The increase in the loss of $(4,335,280) was the result of the
      factors discussed above.





The
      income from discontinued operations for the nine months ended June 20, 2004
      was
      $0 as compared to $90,376 for the nine months ended June 30, 2003 (Restated),
      a
      decrease in the income of $(90,376). The income recognized from discontinued
      operations was a direct result of factors discussed above from reclassifications
      of the operations of the Company to reflect the disposal of its business, which
      took effect March 31, 2003.


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Net
      loss
      for the nine months ending June 30, 2004 was $(4,341,280) as compared to net
      income of $84,376 for the nine months ending June 30, 2003 (Restated). The
      increase in the net loss of $(4,425,656) was the result of the factors discussed
      above.





**Employees**





At
      June
      30, 2004, the Company had no full time employees. The Company's President has
      agreed to allocate a portion of his time to the activities of the Registrant,
      without compensation.  The President anticipates that the business plan of
      the Company can be implemented by his devoting approximately 10 hours per month
      to the business affairs of the Company and, consequently, conflicts of interest
      may arise with respect to the limited time commitment by such
      officer.




**Liquidity
      and Capital Resources**





At
      June
      30, 2004, the Company had cash, accounts receivable and inventory of $154,988
      and current liabilities of $878,307.





*Cash
      used by operating activities.* The
      Company used $(102,141) in cash for operating activities in the nine months
      ended June 30, 2004. This was primarily the result of the cash used to fund
      the
      loss from current operating activities.





*Cash
      provided by financing activities.* Financing activities in the nine months ended June 30, 2004 provided a total
      of
      $93,867 in cash. This consisted of net proceeds from the issuance of stock
      and
      repayment of loan from the Company’s officer.




**Going
      Concern**





Our
      independent registered public accounting firm has stated in their Report
      included in our annual report on Form 10-KSB/A for the period ended September
      30, 2003 that we have incurred operating losses, accumulated deficit, and
      negative cash flow from operations. Our ability to raise capital through future
      issuances of common stock is unknown. Our future is dependent on our ability
      to
      obtain financing and develop the business of Call Now America Prepaid. These
      factors, among others, raise substantial doubt about our ability to continue
      as
      a going concern. Our financial statements do not include any adjustments that
      may result from the outcome of these aforementioned uncertainties.


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**Critical
      Accounting Policies And Estimates**




Our
      consolidated financial statements are prepared in accordance with accounting
      principles generally accepted in the United States of America, or GAAP. These
      accounting principles require us to make certain estimates, judgments and
      assumptions. We believe that the estimates, judgments and assumptions upon
      which
      we rely are reasonably based upon information available to us at the time that
      these estimates, judgments and assumptions are made. These estimates, judgments
      and assumptions can affect the reported amounts of assets and liabilities as
      of
      the date of the financial statements, as well as the reported amounts of revenue
      and expenses during the periods presented. To the extent there are material
      differences between these estimates, judgments and assumptions and actual
      results, our financial statements will be affected. The significant accounting
      policies that we believe are the most critical to aid in fully understanding
      and
      evaluating our reported financial results include the following:




·
            Revenue
                recognition;




·
            Allowance
                for doubtful accounts; and




·
            Accounting
                for income taxes.




In
      many
      cases, the accounting treatment of a particular transaction is specifically
      dictated by GAAP and does not require management's judgment in its application.
      There are also areas in which management's judgment in selecting among available
      alternatives would not produce a materially different result. Our senior
      management has reviewed these critical accounting policies and related
      disclosures. See Notes to Condensed Consolidated Financial Statements, which
      contain additional information regarding our accounting policies and other
      disclosures required by GAAP.




**Off
      Balance Sheet Arrangements**





As
      of
      June 30, 2004, there were no off balance sheet arrangements.




**ITEM
      3.   CONTROL** **AND
      PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





The
      term
      "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e)
      of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This
      term refers to the controls and procedures of a company that are designed to
      ensure that information required to be disclosed by a company in the reports
      that it files under the Exchange Act is recorded, processed, summarized, and
      reported within the required time periods.





In
      July
      of 2003 the company was moved from the over the counter bulletin boards to
      the
      pinks sheets as the result of the former management’s failure to timely file its
      periodic reports under the SEC rules and regulated governing such companies.
      Current management has determined that effective controls and procedures were
      not in place at the end of the period covered by this report.


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Current
      management is attempting to bring those periodic reports current and will then
      request to have the company moved back to the bulletin boards. There is no
      guarantee that this will happen.





The
      current management has implemented effective controls and procedures as of
      this
      time. They have concluded that, as of this date, former management's disclosure
      controls and procedures were not effective at June 30, 2004 in ensuring that
      the
      required information was disclosed on a timely basis. However, current
      management has put procedures in place that will ascertain that the timely
      filing of reports will be attained. Additionally those reports will contain
      the
      necessary disclosures to comply with current standards.





**Changes
      in Internal Control over Financial Reporting**





The
      company has made dramatic change in our internal control over financial
      reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
      during the period covered by this report that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting. The company has made these changes because former management did
      not
      exhibit the proper controls as defined in rules 13a-15f and
      15d-15f.





**PART
      II.   OTHER INFORMATION**





**ITEM
      1. LEGAL** **PROCEEDINGS**





None.




**ITEM
      2. UNREGISTERED** **SALES
      OF EQUITY SECURITIES AND USE OF PROCEEDS**





None.




**ITEM
      3.    DEFAULTS** **UPON
      SENIOR SECURITIES**





None.




**ITEM
      4.   SUBMISSION** **OF
      MATTTERS TO A VOTE OF SECURITY HOLDERS**





None.




**ITEM
      5.   OTHER** **INFORMATION**




None.





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**ITEM
      6.   EXHIBITS**





**Exhibit
                Number**
            **Description
                of Exhibit****31.1**
            Certification
                of Chief Executive Officer pursuant to
                18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002**31.2**
            Certification
                of Chief Financial Officer pursuant to
                18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002**32.1**
            Certification
                of Chief Executive Officer pursuant to
                18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002





**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





Snap2
      Corporation





Date:  December
      9, 2005




By: /s/  
         Kevin D.
      Johnson Kevin D. Johnson Title:  Chief Executive Officer, Chief Financial
      Officer,                    
  and Director








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