**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 MARCH 31, 2004**





***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
March 31, 2004, the Registrant has 46,094,250 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:
    Plan of Operation
    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**








**ITEM
1.** **FINANCIALSTATEMENTS**





Item 1.
Financial Statements





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





a)
    Balance
      Sheet as of March 31, 2004


b)
    Statements
      of Operations for the six and three month period ended March 31, 2004 and
      2003;


c)
    Statements
      of Cash Flow for the six month period ended March 31, 2004 and 2003;
      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 March 31, 2004 are
not necessarily indicative of the results that can be expected for the full
year. **** ****











3
 ***Table of Contents***


SNAP2 CORPORATION


CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)


MARCH 31, 2004




**ASSETS****CURRENT
      ASSETS**Cash
      and cash equivalents
    
    $
    7,020Accounts
      receivable
    
    
    -Other
      current assets
    
    
    -**Total
      current assets**
    
    
    7,020Property,
      plant and equipment, net
    
    
    -Other
      assets
    
    
    --**TOTAL
      ASSETS**
    
    $
    7,020**LIABILITIES
      AND STOCKHOLDERS' DEFICIT****CURRENT
      LIABILITIES**Note
      payable
    
    $
    84,000Officer
      loan
    
    
    12,000Accounts
      payable and accrued liabilities
    
    
    31,000Deferred
      income
    
    
    -**Total
      current liabilities**
    
    
    127,000**Long-term
      Liabilities**Commitments
    
    
    631,556Deferred
      compensation - fair value of vested stock options
    
    
    -**Total
      liabilities**
    
    
    758,556**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;45,094,250
      shares issued and outstanding
    
    
    45,094Additional
      paid-in capital
    
    
    6,050,863Accumulated
      deficit
    
    
    (6,847,493
    )**Total
      stockholders' equity (deficit)**
    
    
    (751,536
    )**TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
    
    $
    7,020The
      accompanying notes are an integral part of the condensed consolidated
      financial statements.






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




SNAP2 CORPORATION


CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)


FOR THE SIX AND THREE MONTHS ENDED MARCH 31, 2004 AND
2003





**SIX
      MONTHS ENDED**
    
    **THREE
      MONTHS ENDED****March
      31,**
    
    **March
      31,**
    
    **March
      31,**
    
    **March
      31,****2004**
    
    **2003**
    
    **2004**
    
    **2003****(restated)**
    
    
    
    **(restated)********OPERATING
      REVENUE**
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -**COST
      OF OPERATIONS**
    
    
    -
    
    
    -
    
    
    -
    
    
    -**GROSS
      PROFIT**
    
    
    -
    
    
    -
    
    
    -
    
    
    -**OPERATING
      EXPENSES**Consulting
      fees
    
    
    840,000
    
    
    -
    
    
    840,000
    
    
    -Bank
      service charges
    
    
    20
    
    
    -
    
    
    20
    
    
    -General
      and administrative
    
    
    60
    
    
    6,000
    
    
    60
    
    
    6,000**Total
      operating expenses**
    
    
    840,080
    
    
    6,000
    
    
    840,080
    
    
    6,000**OPERATING
      INCOME (LOSS)**
    
    
    (840,080
    )
    
    (6,000
    )
    
    (840,080
    )
    
    (6,000
    )**OTHER
      INCOME (EXPENSE)**Interest
      expense
    
    
    -
    
    
    -
    
    
    -
    
    
    -Impairment
    
    
    (3,200,000
    )
    
    -
    
    
    (3,200,000
    )
    
    -**Total
      other income (expense)**
    
    
    (3,200,000
    )
    
    -
    
    
    (3,200,000
    )
    
    -**INCOME
      (LOSS) BEFORE INCOME TAXES**
    
    
    (4,040,080
    )
    
    (6,000
    )
    
    (4,040,080
    )
    
    (6,000
    )Provision
      for income taxes
    
    
    -
    
    
    -
    
    
    -
    
    
    -**LOSS
      FROM CONTINUING OPERATIONS**
    
    
    (4,040,080
    )
    
    (6,000
    )
    
    (4,040,080
    )
    
    (6,000
    )**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**
    
    
    (4,040,080
    )
    
    84,376
    
    
    (4,040,080
    )
    
    (6,000
    )Provision
      for income taxes
    
    
    -
    
    
    -
    
    
    -
    
    
    -**NET
      INCOME (LOSS)**
    
    $
    (4,040,080
    )
    $
    84,376
    
    $
    (4,040,080
    )
    $
    (6,000
    )**BASIC
      AND DILUTED INCOME (LOSS) PER SHARE**Basic
      from continuing operations
    
    $
    (0.02
    )
    $
    (0
    )
    $
    (0.02
    )
    $
    (0
    )Diluted
      from continuing operations
    
    $
    (0.02
    )
    $
    (0
    )
    $
    (0.02
    )
    $
    (0
    )Basic
      from discontinued operations
    
    $
    -
    
    $
    0.081
    
    $
    -
    
    $
    -Diluted
      from discontinued operations
    
    $
    -
    
    $
    0.081
    
    $
    -
    
    $
    -Basic
      from disposal
    
    $
    -
    
    $
    (0.048
    )
    $
    -
    
    $
    -Diluted
      from disposal
    
    $
    -
    
    $
    (0.048
    )
    $
    -
    
    $
    -**WEIGHTED
      AVERAGE NUMBER OF BASIC**
    
    
    43,261,283
    
    
    2,694,250
    
    
    43,261,283
    
    
    2,694,250**COMMON
      SHARES OUTSTANDING****WEIGHTED
      AVERAGE NUMBER OF DILUTED**
    
    
    43,261,283
    
    
    2,694,250
    
    
    43,261,283
    
    
    2,694,250**COMMON
      SHARES OUTSTANDING**The
      accompanying notes are an integral part of the condensed consolidated
      financial statements.





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


**SNAP2
CORPORATION**


CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS (UNAUDITED)


FOR THE SIX MONTHS ENDED MARCH 31, 2004 AND
2003








**(Restated)****2004**
    
    **2003****CASH
      FLOW FROM OPERATING ACTIVITIES****Continuing
      Operations:**Net
      income (loss)
    
    $
    (4,040,080
    )
    $
    (6,000
    )**Adjustments
      to reconcile net income (loss) to net cash****provided
      by operating activities:**Common
      stock issued for services
    
    
    810,000
    
    
    -Impairment
    
    
    3,200,000
    
    
    -**Changes
      in assets and liabilities**(Decrease)
      in accounts payable and accrued liabilities
    
    
    25,000
    
    
    6,000Total
      adjustments
    
    
    4,035,000
    
    
    6,000Net
      cash provided by operating activities - continuingoperations
    
    
    (5,080
    )
    
    -**Discontinued
      Operations:**Income
      from discontinued operations
    
    
    -
    
    
    84,376Adjustments
      to reconcile net cash provided by (used in)discontinuing
      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**Officer
      loan
    
    
    12,000
    
    
    -Proceeds
      from officer
    
    
    100
    
    
    -**Net
      cash (used in) financing activities**
    
    
    12,100
    
    
    -**NET
      INCREASE IN****CASH
      AND CASH EQUIVALENTS**
    
    
    7,020
    
    
    (47,107
    )**CASH
      AND CASH EQUIVALENTS -****BEGINNING
      OF PERIOD**
    
    
    -
    
    
    47,107**CASH
      AND CASH EQUIVALENTS - END OF PERIOD**
    
    $
    7,020
    
    $
    -**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
    
    $
    810,000
    
    $
    -Common
      stock issued for purchase of companies
    
    $
    3,200,000
    
    $
    -The
      accompanying notes are an integral part of the condensed consolidated
      financial statements.








F -
3
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 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.









F -
4
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 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 six months ended March 31,
2004 include reclassifications of the operations of the Company to reflect the
disposal of its business, which took effect March 31, 2003. The 2002 statements
have been reclassified to October 1, 2002 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
six months ended March 31, 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.








F -
5
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 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.





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
April 9, 2003, software license fees were recognized upon contract signing and
shipment of the software by the customer. 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.








F -
6
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 2004 AND 2003**








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


**(CONTINUED)**





**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 March 31, 2003
due to the change in control.





**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:





March
      31,
    
    March
      31,2004
    
    2003Net
      Income (loss)
    
    $
    (4,040,080
    )
    $
    84,376Weighted-average
      common sharesoutstanding
      (Basic)
    
    
    43,261,283
    
    
    2,694,250Weighted-average
      common stockequivalents:Stock
      options and warrants
    
    
    -
    
    
    -Weighted-average
      common sharesoutstanding
      (Diluted)
    
    
    43,261,283
    
    
    2,694,250












F -
7
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 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. 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. Advertising and marketing
costs were $0 and $32,461 for the three months ended December 31, 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 repriced 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 -
8
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 2004 AND 2003**








NOTE 2-SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES


**(CONTINUED)**





Stock-Based
Compensation(Continued)





During
the six months ended March 31, 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 March
31, 2003. Upon the disposal of its business, all remaining options were
cancelled by new management. 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 December 31, 2003, the Company had
4,994,250 common shares outstanding, and no preferred shares issued and
outstanding.





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.





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.







F -
9
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 2004 AND 2003**








NOTE 3-STOCKHOLDERS’
DEFICIT(CONTINUED)





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.





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 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 -
10
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 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
March 31, 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.





On April
9, 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.





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.





Management’s
plans with respect to their future involve working with the newly formed
responsible, experienced members on sit Board of Directors, to establish and
implement a business plan that will grow the Company and support its operations
and working capital needs.







F -
11
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 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 March
31, 2004, deferred tax assets consist of the following:





2004Net
      deferred tax assets
    
    $
    1,270,880Less:
      valuation allowance
    
    
    (1,270,800
    )$
    -0-





At March
31, 2004, the Company had federal net operating loss carryforwards in the
approximate amounts of $6,847,493, respectively available to offset future
taxable income through 2023. 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.





NOTE 9-RESTATEMENT
OF PRIOR ISSUED FINANCIAL STATEMENTS





The
Company has amended its previously issued unaudited financial statements for the
six months ended March 31, 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.







F -
12
 ***Table of Contents***





**SNAP2
CORPORATION**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS**


**MARCH
31, 2004 AND 2003**








NOTE 10-SUBSEQUENT
EVENT





The
Company issued 3,000,000 shares for Call Now America prepaid LLC. In April 2004.
The transaction was recorded at fair market value.



















F -
13
 ***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 March 31, 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.





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.








***Table of Contents***




**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
March 31, 2004 our assets were $7,020.




**Liabilities
and Stockholders’ Deficit**





Our total
liabilities as of March 31, 2004, were $758,556.





As of
March 31, 2004, there was a Stockholders’ deficit of $751,536.




**Results
of Operations**





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.





**Employees**





At March
31, 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 March
31, 2004, the Company had no cash, no accounts receivable and total liabilities
of $758,556.  As of March 31, 2004 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.





***Table of Contents***





**Off
Balance Sheet Arrangements**





As of
March 31, 2004, 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 March 31, 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.   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.





***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 and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




















***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











***Table of Contents***