**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C. 20549**





**FORM
10-QSB/A**





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





**FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2003**





***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, 2003, the Registrant has 26,942,500 shares of common stock outstanding.





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











***Table of Contents***














**TABLE OF CONTENTS**
    **Page**PART
      I - FINANCIAL INFORMATIONItem
      1:
    Financial Statements
    3Item
      2:
    Management’s Discussion and Analysis
    4Item
      3:
    Controls and Procedures
    6PART
      II - OTHER INFORMATIONItem
      1:
    Legal Proceedings
    6Item
      2:
    Unregistered Sales of Equity Securities and Use of
      Proceeds
    6Item
      3:
    Defaults Upon Senior Securities
    6Item
      4:
    Submission of Matters to a Vote of Security
      Holders
    6Item
      5:
    Other Information
    6Item
      6:
    Exhibits
    7











2
 ***Table of Contents***







**PART
I   FINANCIAL INFORMATION**








**ITEM1.**  **FINANCIAL
STATEMENTS**





Item 1.
Financial Statements





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





a)
    Balance
      Sheet as of June 30, 2003


b)
    Statements
      of Operations for the nine and three month period ended June 30, 2003
      and 2002;


c)
    Statements
      of Cash Flow for the nine month period ended June 30, 2003 and 2002;
      and


d)
    Notes
      to 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/A. 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, 2003 are
not necessarily indicative of the results that can be expected for the full
year. **** ****









3
 ***Table of Contents***


SNAP2 CORPORATION  CONDENSED BALANCE
SHEET (UNAUDITED)


JUNE 30, 2003





**ASSETS****Restated****CURRENT
      ASSETS**Cash
      and cash equivalents
    
    $
    -Accounts
      receivable
    
    
    -Other
      current assets
    
    
    -**Total
      current assets**
    
    
    -Property,
      plant and equipment, net
    
    
    -Other
      assets
    
    
    --**TOTAL
      ASSETS**
    
    $
    -**LIABILITIES
      AND STOCKHOLDERS' DEFICIT****CURRENT
      LIABILITIES**Note
      payable
    
    $
    84,000Accounts
      payable and accrued liabilities
    
    
    6,000**Total
      current liabilities**
    
    
    90,000**Long-term
      Liabilities**Commitments
    
    
    631,556**Total
      liabilities**
    
    
    721,556**STOCKHOLDERS'
      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;26,942,500
      shares issued and outstanding
    
    
    26,943Additional
      paid-in capital
    
    
    1,828,914Accumulated
      deficit
    
    
    (2,577,413
    )**Total
      stockholders' (deficit)**
    
    
    (721,556
    )**TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
    
    $
    -



















F -
1
 ***Table of Contents***


SNAP2
CORPORATION  CONDENSED STATEMENTS OF
OPERATIONS (UNAUDITED)
 FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 2003 AND
2002
 
 **NINE
      MONTHS ENDED**
    
    **THREE
      MONTHS ENDED****June
      30,**
    
    **June
      30,**
    
    **June
      30,**
    
    **June
      30,****2003**
    
    **2002**
    
    **2003**
    
    **2002******
    
    **(Restated)**
    
    **(Reclassified)**
    
    **(Restated)**
    
    **(Reclassified)****OPERATING
      REVENUE**
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -**COST
      OF OPERATIONS**
    
    
    -
    
    
    -
    
    
    -
    
    
    -**GROSS
      PROFIT**
    
    
    -
    
    
    -
    
    
    -
    
    
    -**OPERATING
      EXPENSES**Research
      and development
    
    
    -
    
    
    -
    
    
    -
    
    
    -Sales
      and marketing
    
    
    -
    
    
    -
    
    
    -
    
    
    -General
      and administrative
    
    
    6,000
    
    
    -
    
    
    -
    
    
    -**Total
      operating expenses**
    
    
    6,000
    
    
    -
    
    
    -
    
    
    -**(LOSS)
      FROM CONTINUING OPERATIONS**
    
    
    (6,000
    )
    
    -
    
    
    -
    
    
    -**DISCONTINUED
      OPERATIONS**Income
      (loss) from discontinued operations (net of income taxes)
    
    
    218,925
    
    
    (131,755
    )
    
    -
    
    
    (86,734
    )Gain
      (loss) on disposal (net of income taxes)
    
    
    (128,549
    )
    
    300,000
    
    
    -
    
    
    -**NET
      INCOME (LOSS) BEFORE INCOME TAXES**
    
    
    84,376
    
    
    168,245
    
    
    -
    
    
    (86,734
    )Provision
      for income taxes
    
    
    -
    
    
    -
    
    
    -
    
    
    -**NET
      INCOME (LOSS)**
    
    $
    84,376
    
    $
    168,245
    
    $
    -
    
    $
    (86,734
    )**BASIC
      AND DILUTED INCOME (LOSS) PER SHARE**Basic
      from continuing operations
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Diluted
      from continuing operations
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Basic
      from discontinued operations
    
    $
    0.008
    
    $
    (0.006
    )
    $
    -
    
    $
    (0.004
    )Diluted
      from discontinued operations
    
    $
    0.008
    
    $
    (0.004
    )
    $
    -
    
    $
    (0.003
    )Basic
      from disposal
    
    $
    (0.004
    )
    $
    0.015
    
    $
    -
    
    $
    -Diluted
      from disposal
    
    $
    (0.004
    )
    $
    0.015
    
    $
    -
    
    $
    -**WEIGHTED
      AVERAGE NUMBER OF BASIC**
    
    
    26,942,500
    
    
    19,614,242
    
    
    26,942,500
    
    
    21,411,556**COMMON
      SHARES OUTSTANDING****WEIGHTED
      AVERAGE NUMBER OF DILUTED**
    
    
    26,942,500
    
    
    27,856,000
    
    
    26,942,500
    
    
    27,856,000**COMMON
      SHARES OUTSTANDING**







F -
2
 ***Table of Contents***


**SNAP2
CORPORATION****CONDENSED STATEMENTS OF CASH
FLOWS (UNAUDITED)**
**FOR THE NINE MONTHS ENDED JUNE 30, 2003 AND
2002**
 
 **(Restated)**
    
    **(Reclassified)****2003**
    
    **2002****CASH
      FLOW FROM OPERATING ACTIVITIES****Continuing
      Operations:**Net
      Loss
    
    $
    (6,000
    )
    $
    -Common
      Stock issued for consulting services
    
    
    -
    
    
    -**Adjustments
      to Reconcile Net Income (Loss) to Net Cash****provided
      by (used in) operating activities:**Increase
      in accounts payable and accrued expenses
    
    
    6,000
    
    
    -Net
      cash provided by (used) in operating activities -continuing
      operations
    
    
    -
    
    
    -**Discontinued
      Operations:**Income
      (Loss) from discontinued operations
    
    
    84,376
    
    
    168,245Adjustments
      to Reconcile Net Cash provided by (used in)discontinuing
      operations
    
    
    (131,483
    )
    
    (179,037
    )Net
      Cash (used) in Operating Activities - discontinuing
    operations
    
    
    (47,107
    )
    
    (10,792
    )**Net
      Cash (used in) Operating Activities**
    
    
    (47,107
    )
    
    (10,792
    )**Net
      (Decrease) in Cash and Cash Equivalents**
    
    
    (47,107
    )
    
    (10,792
    )**Cash
      and Cash Equivalents - Beginning of year**
    
    
    47,107
    
    
    10,792**Cash
      and Cash Equivalents - End of period**
    
    $
    -
    
    $
    -**SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:**Cash
      paid during the period for:Interest
      paid
    
    $
    2,583
    
    $
    11,858
   F -
3
 ***Table of Contents***


SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCAIL STATEMENTS
 JUNE 30, 2003 AND 2002
 
 
 
 **NOTE 1 -**  **NATURE
OF BUSINESS**
 
 The
condensed 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 as promulgated by the PCAOB 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 financial statements be read in
conjunction with the September 30, 2002 audited financial statements and the
accompanying notes thereto. While management believes the procedures followed in
preparing these condensed 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
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.
    F -
4
 ***Table of Contents***
 SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCAIL STATEMENTS
 JUNE 30, 2003 AND 2002
 
 **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 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. The 2003 and 2002 statements
have been reclassified to October 1, 2001 to reflect the operations below the
line as discontinued operations in accordance with the provisions of FASB 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets”. After this
disposal, the Company has had no operations, and was left with no remaining
assets.
 
 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.
 
 The
Company has amended its previously issued unaudited financial statements for the
nine months ended June 30, 2003 and 2002. The Company did not have an
independent review of its financial statements by an independent certified
public accountant. Additionally, the Company has reclassified its financial
statements to take effect for the disposal of its business.
 
 
 
 F -
5
 ***Table of Contents***
 SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCAIL STATEMENTS
 JUNE 30, 2003 AND 2002
  **NOTE 2-**  **SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **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.
 
 **Revenue
Recognition**
 
 The
Company’s financial statements are prepared under the accrual method of
accounting. Since March 31, 2003, the Company has no revenues and is in process
of implementing a new business plan.
 
 Prior to
March 31, 2003, software license fees were recognized upon contract signing and
shipment of the software. Consulting revenues were derived primarily from custom
contract engineering work are recognized using the percentage of completion
method. Revenues from training and consulting services were recognized as the
services were rendered. Maintenance revenues were recognized ratably over the
term of the related agreements.
 
 **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.


F -
6
 ***Table of Contents***
 SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCAIL STATEMENTS
 JUNE 30, 2003 AND 2002
 **NOTE
2-**  **SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES**  **(CONTINUED)**
 
 **Earnings
Per Share of Common Stock**
 
 Historical
net income per common share is computed using the weighted average number of
common shares outstanding. Diluted earnings per share (EPS) include 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
      30,2003
    
    2002(Restated)
    
    (Reclassified)Net
      Income
    
    $
    84,376
    
    $
    168,245Weighted-average
      common sharesoutstanding
      (Basic)
    
    
    26,942,500
    
    
    19,614,242Weighted-average
      common stockequivalents:Exercisable
      stock options and other
    
    
    -
    
    
    8,241,758Weighted-average
      common sharesoutstanding
      (Diluted)
    
    
    26,942,500
    
    
    27,856,000**
 F -
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 ***Table of Contents***
 ****SNAP2 CORPORATION**
**NOTES TO CONDENSED FINANCAIL STATEMENTS**
**JUNE 30, 2003 AND 2002****
 **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. The Company disposed of its assets on March 31, 2003, and currently
has no assets.
 
 **Advertising**
 
 Costs of
advertising and marketing are expensed as incurred for the nine months ended
June 30, 2003 and 2002, respectively.
 
 **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.
 
 Effective
September 30, 2002, the Company’s Board of Directors, elected to expense the
imputed compensation cost related to stock options re-priced or newly granted
during fiscal 2002. The calculations to estimate the fair value of the options
were made using the Black-Scholes pricing model. Compensation cost for stock
options, issued other than to employees and directors, if any, is recognized at
the date of grant.




F -
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 ***Table of Contents***
  SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCAIL STATEMENTS
 JUNE 30, 2003 AND 2002
 
 **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 1,765,000 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. Upon the disposal of its business, new management cancelled all
remaining options. No additional options have been issued since
then.
 
 **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, 2003, the Company had
26,942,500 common shares outstanding, and no preferred shares issued and
outstanding.
 
 In
connection with the February 28, 2000 reverse acquisition transaction the
Company issued an additional 2,200,000 shares of common stock to various
unrelated parties in exchange for locating investors and a commitment to raise
$2,000,000 to fund the Company’s working capital needs for general corporate
purposes.
 
 Through
September 30, 2001, an aggregate of approximately $615,650 had been received in
consideration for the issuance, in prior periods, of 2,000,000 shares of common
stock. As of September 30, 2001, Management was of the opinion that it was
unlikely that any additional capital will be provided and began the process to
recover as many of the approximately 1,523,460 unearned shares as possible. In
May 2002, the Company was successful in recovering 1,221,000 of the unearned
shares of common stock. The effect of this action was to reallocate the par
value of the surrendered shares to additional paid-in capital.
 
  
 
 F -
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 ***Table of Contents***
 ****SNAP2 CORPORATION**
**NOTES TO CONDENSED FINANCAIL STATEMENTS**
**JUNE 30, 2003 AND 2002****
 ****
 ****
 **NOTE
3-**   **STOCKHOLDERS’
DEFICIT** **(CONTINUED)**
 
 In May
and June 2002, the Company issued an aggregate 307,500 shares of common stock to
an unrelated entity providing various financial services. These aggregate
transactions were valued at approximately $61,500 ($.20 per share), the fair
value of the common stock based on the quoted closing price of the Company’s
common stock on the date of the respective transactions.
 
 Upon the
disposal of the business, the Company issued no additional shares. All shares
being transferred in the Escrow Agreement were done outside the Company in a
private stock sale.
 
 **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. An officer of the Company guaranteed the line of credit..
Funds advanced are secured by the Company’s accounts receivable and equipment.
At June 30, 2003, there were no amounts outstanding under the line of credit.
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.
 
  
 F -
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 ***Table of Contents***
 ****SNAP2 CORPORATION**
**NOTES TO CONDENSED FINANCAIL STATEMENTS**
**JUNE 30, 2003 AND
2002****
 **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. 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
April 9, 2003. The Company has recorded this liability due to its guarantee on
the debt (see Note 5).
 
 **NOTE 7-**  **GAIN
ON SALE AND LICENSE OF IFE ASSETS**
 
 On
November 26, 2001, the Company entered into an Amended and Substituted Asset
Purchase Agreement (“Agreement”) with Inflight Digital Limited, a company
incorporated under the laws of England and Wales (“Buyer”), which superceded an
earlier Asset Purchase Agreement between the parties dated September 6, 2001.
Pursuant to the Agreement, the Company agreed to sell to the Buyer all of
Company’s IFE assets. The IFE assets include all of the Company’s rights and
obligations under its contracts with airline operators for the licensing of IFE
products and services, the Company’s rights and obligations under license and
distribution agreements relating to its IFE business, Company’s files, books and
records relating to its IFE assets and other tangible property and physical
assets used by the Company solely in connection with IFE business.
  
 
 
 F -
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 ***Table of Contents***
 SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCAIL STATEMENTS
 JUNE 30, 2003 AND 2002
 
 **NOTE 7-**  **GAIN
ON SALE AND LICENSE OF IFE ASSETS** **(CONTINUED)**
 
 The
Company also granted Buyer a perpetual, royalty free, exclusive worldwide
license for IFE business. Terms include a total purchase price for the sale and
license of the IFE assets of $300,000 plus (i) fifty percent (50%) of all
revenue received by Buyer from certain existing customers for a period of three
years after the closing; (ii) twenty-five percent of all revenues received by
Buyer under certain new business generated by Buyer; (iii) an amount not to
exceed $100,000 of the existing contract with British Airways assigned to Buyer
plus fifty percent of all revenue received by Buyer from British Airways during
the three years after closing; and (iv) $75,000 upon the receipt of the consent
of Air France that it will expand the number of aircraft using the software and
fifty percent of revenues received from Air France during the three years after
closing. In November 2001, the Company received $300,000 as a result of this
transaction, which was recorded as a gain on sale. New management will not be
guaranteeing this agreement, and this was part of the sale to the former
majority shareholder.
 
 **NOTE 8-**  **GOING
CONCERN**
 
 The
Company’s condensed 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.
 
 On March
31, 2003, the Company disposed of its business. The Company's former
majority shareholder sold 74.2% of the common shares outstanding of the Company
to new management in a private sale of stock. New management has no business
plan, no assets and no operations.
 
 There is
substantial doubt about the continuity of the Company without the implementation
of a business plan and the raising of money to fund operations and working
capital required to operate.
 
  
 
 F -
12
 ***Table of Contents***
 ****SNAP2 CORPORATION**
**NOTES TO CONDENSED FINANCAIL STATEMENTS**
**JUNE 30, 2003 AND 2002****
 ****
 ****
 
 **NOTE 8-**  **GOING
CONCERN** **(CONTINUED)**
 
 Management’s
plans with respect to their future, involve working with the newly formed
responsible, experienced members who comprise the Board of Directors, to
establish and implement a business plan that will grow the Company and support
its operations and working capital needs.
 
 **NOTE 9-**  **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, 2003 deferred tax assets consist of the following:
 Deferred
      Tax Assets
    
    $
    70,800Less:
      valuation allowance
    
    
    (
      70,800
    )$
    -0-
 At June
30, 2003 and 2002, the Company had federal net operating loss carryforwards in
the approximate amounts of $293,000 and $825,000, respectively available to
offset future taxable income through 2022. The Company established valuation
allowances equal to the full amount of the deferred tax assets due to the
uncertainty of the utilization of the operating losses in future periods. The
operating net loss carryforwards may not be fully realized as there was a change
in management control in the past.
  **NOTE
10-**  **RESTATEMENT
OF PRIOR ISSUED FINANCIAL STATEMENTS**
 The
Company has amended its previously issued unaudited financial statements for the
nine months ended June 30, 2003 and 2002. The Company did not have an
independent review of its financial statements by an independent certified
public accountant. Additionally, the Company has reclassified its financial
statements to take effect for the disposal of its business. This
reclassification did not have an effect on net income or stockholders’
deficit.
 
 F -
13
 ***Table of Contents***
 ****SNAP2 CORPORATION**
**NOTES TO CONDENSED FINANCAIL STATEMENTS**
**JUNE 30, 2003 AND 2002****
 **NOTE 11-**  **SUBSEQUENT
EVENTS**
 
 On
December 3, 2003 the Company completed a share exchange agreement with Digital
Marketing Networks, LLC. The merger will be accounted for as a reverse
acquisition.






F -
14
 ***Table of Contents***




**ITEM
2.** **MANAGEMENT'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, 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





**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.





Prior to
June 30, 2003 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.








4
 ***Table of Contents***


****


**Operations**





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




**Products**





Prior to
June 30, 2003 the Company marketed software applications for the in flight
entertainment and interactive television markets. On June 30, 2003 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**





There are
no assets as of June 30, 2003.




**Liabilities
and Stockholders’ Deficit**





Our total
liabilities as of June 30, 2003, were $721,556.





As of
June 30, 2003, there was a Stockholders’ deficit of $0.




**Results
of Operations**





We did
not earn any revenue during the three month period ended June 30, 2003. As of
June 30, 2003 the Company has discontinued its operations. New operations of the
company commenced in December of 2003.





**Employees**





At June
30, 2003, 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, 2003, the Company had no cash, no accounts receivable and total liabilities
of $721,556. As of June 30, 2003 the Company has ceased operations. New
operations of the company commenced in December of 2003 and are currently
focused on prepaid phone card sales.




**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 December 30,
2002 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.








5
 ***Table of Contents***


****


**Off
Balance Sheet Arrangements**





As of
June 30, 2003, there were no off balance sheet arrangements.




**ITEM
3.** **CONTROLAND 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.





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, 2003 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. LEGALPROCEEDINGS**





None.




**ITEM 2. UNREGISTEREDSALES OF EQUITY SECURITIES AND USE OF
PROCEEDS**





None.




**ITEM 3. DEFAULTSUPON SENIOR SECURITIES**





None.




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





None.




**ITEM 5. OTHERINFORMATION**




None.







6
 ***Table of Contents***


****


**ITEM 6.  EXHIBITS**





Exhibit
      Number
    Description
      of Exhibit31.1
    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 200231.2
    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 200232.1
    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




















7
 ***Table of Contents***





**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:  May 18,
2005




By:  /S/
Kevin D. Johnson_________________


Kevin D. Johnson


Title: Chief
Executive Officer, Chief Financial Officer, and Director








8
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