SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-QSB

(Mark one)

|X|  Quarterly Report Under Section 13 or 15(d) of Securities Exchange Act of1934

|_|  Transition Report Under section 13 or 15(d) of the Securities Exchange Actof 1934 for the     transition period from ______________ to _______________

For Period ended December 31, 2003Commission File Number 0-26839

SNAP2 CORPORATION(f/k/a White Rock Enterprises, Ltd.)(Exact name of registrant as specified in its charter)

| NEVADA                   | 88-0407246                           |
|--------------------------|--------------------------------------|
| (State of Incorporation) | (I.R.S. Employer Identification No.) |

2000 West Commercial Boulevard, Suite 133Ft. Lauderdale, Florida  33309(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING (ZIP CODE)

(954) 445-8993Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.    Yes |X|     No |_|

Indicate the number of shares outstanding of each of the issuer's classes of common stockat the latest practicable date.

As of December 31, 2003, the registrant had 26,942,500 shares of common stock, $.001 parvalue, issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

PART I   FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS
  **SNAP2 CORPORATION**
**FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND DECEMBER 31, 2002**

****

SNAP2 CorporationBalance Sheets
December 31, 2003

December 31, 2002

ASSETS

Cash

$         0

$  68,987

Accounts receivable

0

344,894

Prepaid expenses

          0

    6,500

               Current assets

0

420,381

Equipment, net of accumulated depreciation

0

31,931

Other assets

          0

     300

                               Total assets

$          0 ======

$   452,612 =======

LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts Payable

$ 90,000

$     62,693

Line of credit

0

130,000

Accrued payroll and related liabilities

0

226,924

Accrued royalties

0

37,000

Accrued interest payable

0

23,190

Deferred income

0

18,749

Current portion of long-term debt

          0

133,000

               Current liabilities

90,000

631,556

Long-term debt, net of current portion

0

91,615

Deferred compensation, fair value of stock options

           0

315,900

               Total liabilities

90,000

1,039,071

STOCKHOLDERS' EQUITY:

Common stock, authorized 50,000,000 shares at $.0001 par value, issued and outstanding26,942,500 shares

 26,943

 26,943

Additional paid-in capital

1,953,246

1,435,771

Retained earnings of deficit

(2,070,189)

(2,044,704)

Unearned compensation

                  0

     (4,469)

               Total stockholders' Equity

(90,000)

(586,459)

Total liabilities and stockholders' Equity

$              0 ========

$   452,612 ========

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

SNAP2 CorporationStatements of Operations

Three months endingDecember 31, 2003

Three months endingDecember 31, 2002

REVENUE

$              0

$  465,487

Cost of Revenue

               0

       135,792

Gross Profit

0

329,695

Operating Expenses

    Research and development

0

200

    Sales and marketing

0

177

    General and administrative expenses

0

89,652

    Compensation – stock issues at less than fair value

0

0

    Compensation – options at fair value

                0

      (378,675)

               Operating expenses

0

(288,646)

Other income and expenses

Interest expense

0

(5,725)

Gain on sale of equipment

0

0

Gain on sale of technical assets

               0

                0

               Comprehensive income (loss)

$             0 ========

$   612,616 ========

Retained earnings, beginning of year

(2,049,173)

(2,661,789)

Net adjustment due to reorganization

   (21,016)

                0

Retained earnings, end of period

$ (2,070,189) =========

$  (2,049,173) =========

Earnings (loss) per share of common stock outstanding computed on net income (loss),principally from discontinued operations – basic and fully diluted

 $          0.00 =======

 $            0.02 =========

Weighted average shares outstanding

    Basic and fully diluted

26,942,500 ========

26,942,500 =========

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

SNAP2 CORPORATIONSTATEMENT OF CHANGES IN STOCKHOLDERS' EQUITYFROM OCTOBER 1, 2001 TO DECEMBER 31, 2003

Common Stock

Convertible preferred Stock

Additionalpaid-in capital

Shares

Amount
SharesAmount
Balance, October 1, 2001

17,856,000

$

17,856

10,000

$

10

$

1,457,209

Mandatory conversion of preferred

0

0

0

stock, February 2002

10,000,000

10,000

(10,000)

(10)

(9,990)

Surrender of common stock on unfounded raising of capital

(1,221,000)

(1,221)

0

0

1,221

Issuance of common stock for settlement

of accounts payable

307,500

308

0

0

1,799

Cancellation of stock options

0

0

0

0

0

Net gain (loss)

                 0

              0

              0

              0

              0

Balance, September 30, 2002

26,942,500

26,943

0

0

1,450,239

Gain on reorganization

                 0

              0

              0 

              0

    503,007

Balance, September 30, 2003

26,942,500

26,943

0

0

1,450,239

Net gain (loss)

                 0

                 0

                 0

                 0

                 0

Balance, December 31, 2003

26,942,500 ========

$

26,943 =======

0 =========

$

0 =========

$

1,953,246 ========

Cumulative

Income (Loss)

Stockholders'
Equity
Balance, October 1, 2001

$

(2,238,981)

$

(763,906)

Mandatory conversion of preferred

0

0

stock, February 2002

0

0

Surrender of common stock on unfounded raising of capital

0

0

Issuance of common stock for settlement

of accounts payable

0

2,107

Cancellation of stock options

26,916

26,916

Net gain (loss)

(449,724)

(449,724)

Balance, September 30, 2002

(2,661,789)

(1,184,607)

Net loss subsequent to reortanization

(6,000)

(6,000)

Gain on reorganization

0

503,007

2003 pre-reorganization credits to retained earnings

597,600

597,600

Balance, September 30, 2003

(2,070,189)

(90,000)

Net gain (loss)

                 0

                 0

Balance, December 31, 2003

$

(2,070,189) =========

$

(90,000) =========

The accompanying notes are an integral part of these financialstatements

SNAP2 CORPORATIONSTATEMENTS OF CASH FLOWS
Three months ended December 31, 2003Three months ended December 31, 2002
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

Net Income (Loss)

$

0

$

597,600

Adjustments to reconcile net loss to cash used by operatingactivity

Depreciation

0

4,420

Amortization

0

547

Gain on sale of equipment

0

0

Gain on sale of technology assets

0

0

Compensation expense related to common stock issuance at less than fairvalue

0

0

Compensation expense related to fair value of vested stockoptions

0

(378,675)

(Increase ) decrease in accounts receivable

0

(146,606)

(Increase ) decrease in other assets

0

0

Increase (decrease) in accounts payable and accrued expenses

0

(12,282)

Increase (decrease) in deferred revenues

                  0

        (12,282)

          NET CASH PROVIDEDBY           OPERATING ACTIVITIES

0

52,582

CASH FLOWS USED BY INVESTING ACTIVITIES

Cash received from sale of property and equipment

0

0

Cash received from sale of technology assets

0

0

Purchases of property and equipment

                  0

        (702)

          NET CASH USEDBY           INVESTING ACTIVITIES

0

(702)

CASH FLOWS FROM FINANCING ACTIVITIES

Net activity on short-term line of credit

                 0

       (30,000)

          NET CASH PROVIDEDBY           FINANCING ACTIVITIES

                 0

      (30,000)

          NET INCREASE INCASH

0

21,880

CASH AT BEGINNING OF PERIOD

0

47,107

Cash absorbed in reorganization

                0

                 0

          CASH AT END OFPERIOD

$

0 =========

$

68,987 =========

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

SNAP 2 CORPORATION  NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2003 AND DECEMBER 31, 2002
NOTE A         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               The Company was incorporated as White Rock Enterprises, Ltd. on October 8, 1998 under laws of the State of Nevada.  TheCompany was originally formed to develop and market a dryer for boots and shoes.  On February 28, 2000, the Company mergedwith ISES Corporation with the Company being the surviving entity.  In connection with the merger the Company became asoftware product developer and software service provider for in-flight entertainment systems and set-top boxes (STB) forinteractive television.  The Company changed its name to Snap 2 Corporation pursuant to Articles of Amendment filed July 12,2000.  On January 1, 2003, the Company reorganized by disposal of all assets and liabilities.  The post-reorganizationbusiness purpose is under review by new owners as part of development of the business plan.

                The Company has adopted a fiscal year ending September 30.

               The Company will adopt accounting policies and procedures based upon the nature of future transactions.

NOTEB                 EARNINGS (LOSS) PERSHARE

               Basic EPS is determined using net income divided by the weighted average shares outstanding during the period.  Diluted EPS iscomputed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares wereissued.  The Company has no shares outstanding that are potentially issuable, so basic and fully diluted EPS are thesame.

NOTEC                 REORGANIZATION JANUARY 1,2003

               As of January 1, 2003, the Company reorganized.  The stockholders sold all their shares to new owners.  As part of thereorganization agreement the pre-reorganization stockholders received title to all assets and assumed all liabilities of theCompany, resulting in a gain on reorganization.  The gain of $1,100,607 consisted of the following elements:

                               First quarter operatingresults                                                          $ 597,600                               Assets and liabilities assumed byothers                                           503,007                                               Total                                                                                      $1,100,607                                                                                                                                               =========

               The pre-reorganization operating income of $597,600 was credited directly to retained earnings.  The net value of assets andliabilities assumed by others of $503,007 was applied as an increase in additional paid-in capital.

               The reorganization was accounted for and reported as a reverse merger.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward-Looking Statements

The discussion in this Report on Form 10-QSB contains forward-looking statements that havebeen made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements arebased on current expectations, estimates and projections about the Company's business, based on management's current beliefs andassumptions made by management. Words such as "expects", "anticipates", "intends", "believes", "plans", "seeks", "estimates" andsimilar expressions or variations of these words are intended to identify such forward-looking statements. Additionally, statementsthat refer to the Company's estimated or anticipated future results, sales or marketing strategies, new product development orperformance or other non-historical facts are forward-looking and reflect the Company's current perspective based on existinginformation. These statements are not guarantees of future performance and are subject to certain risks, uncertainties andassumptions that are difficult to predict. Therefore, actual results and outcomes may differ materially from what is expressed orforecasted in any such forward-looking statements. Such risks and uncertainties include those set forth herein below under "RiskFactors That May Affect Future Results of Operations" as well as previous public filings with the Securities and ExchangeCommission. The discussion of the Company's financial condition and results of operations should also be read in conjunction withthe financial statements and related notes included in Item 1 of this quarterly report. The Company undertakes no obligation toupdate publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

SNAP2 Corporation (f/k/a White Rock Enterprises, Ltd.) (the "Company") is a softwareproduct developer and software service provider for interactive set-top boxes (STB) for interactive television. The Company wasincorporated on October 8, 1998 under the laws of the State of Nevada originally for the purpose of developing and marketing itsonly product, a boot dryer that dries both boots and shoes for commercial and consumer use. Effective February 28, 2000 the Companymerged with ISES Corporation (an Iowa corporation originally incorporated on May 14, 1997) ("ISES") with the Company being thesurvivor.  In connection with the merger, the Company disposed of its boot dryer product to the original owner. The Company'sname was subsequently changed to SNAP2 Corporation pursuant to Articles of Amendment filed July 12, 2000.

The resulting Company's activities to date have consisted of:

o              Developingthe Airsoft Travel Kit software product which includes destination information, language training, games and airline informationfor IFE systems.

o              Licensingand installing the Airsoft Travel Kit Games on international and domestic airlines with IFE equipped aircraft, and subsequentlyselling these assets.

o              Providinginteractive television set-top box manufacturers with professional software design, programming and graphic designservices.

o              Researchand development strategies to productize its intellectual property assets for interactive television.

o             Contracting with interactive television suppliers to support promotional effortsof their related products.

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

On November 26, 2001 the Company entered into an Amended and Substituted Asset PurchaseAgreement ("Agreement") with Inflight Digital Limited, a company incorporated under the laws of England and Wales ("Buyer") whichsuperceded an earlier Asset Purchase Agreement between the parties dated September 6, 2001.  Pursuant to the Agreement, theCompany agreed to sell to the Buyer all of the Company's IFE assets. The IFE assets include all of the Company's rights andobligations under its contracts with airline operators for the provision of IFE products and services, the Company's rights andobligations under license and distribution agreements relating to its IFE business, the Company's files, books and records relatingto its IFE assets and other tangible property and physical assets used by the Company solely in connection with IFE business. TheCompany also granted Buyer a perpetual, royalty free, exclusive worldwide license to use, for IFE business, only, the Company'sintangible properties and rights relating to its IFE business. The transaction is described in the Company's Current Report onAmendment No. 1 to Form 8-K which was filed with the Securities and Exchange Commission on December 10, 2001.

               The Company ceased operations at the beginning of the current quarter.  The Company is currently seeking a possible mergercandidate and is under new management to do so.

Management.

The Company's management positions are now held by:

William O’Keef -- President

Operations.

The Company operates from 2000 West Commercial Boulevard, Suite 133, Ft. Lauderdale,Florida 33309.  Prior to that the Company was previously located at 2600 72nd Street and moved to its expanded facilities onMay 23, 2000 to accommodate its growth and development.  In addition to its offices in Des Moines, the Company also had asales office in Austin, Texas.  The combined offices developed market software products and services for IFE systems and STBfor interactive television created by the Company.

Products.

Following re-organization the Companyhas no products for sale.

General and Administrative.

The Company ceased operations duringthe current period, therefore, no meaningful comparatives are available.

Results of Operations

               The Company ceased operations during the current period, therefore, no meaningful comparatives are available.

Three Months Ended December 31, 2003

               The Company ceased operations during the current period, therefore, no meaningful comparatives are available.

Revenues

               The Company ceased operations during the current period, therefore, no meaningful comparatives are available.

Cost of Revenue

               The Company ceased operations during the current period, therefore, no meaningful comparatives are available.

Gross Profit

               The Company ceased operations during the current period, therefore, no meaningful comparatives are available.

Research and Development

               The Company ceased operations during the current period, therefore, no meaningful comparatives are available.

Sales and Marketing

               The Company ceased operations during the current period, therefore, no meaningful comparatives are available.

General and Administrative

               The Company ceased operations during the current period, therefore, no meaningful comparatives are available.

Interest Expense

               The Company ceased operations during the current period, therefore, no meaningful comparatives are available.

Three Months Ended December 31, 2003

Revenues

               The Company ceased operations during the three months ended December 31, 2003, therefore, no meaningful comparatives areavailable.

Cost of Revenue

               The Company ceased operations during the three months ended December 31, 2003, therefore, no meaningful comparatives areavailable.

Gross Profit

               The Company ceased operations during the three months ended December 31, 2003, therefore, no meaningful comparatives areavailable.

Research and Development

               The Company ceased operations during the three months ended December 31, 2003, therefore, no meaningful comparatives areavailable.

Sales and Marketing

               The Company ceased operations during the three months ended December 31, 2003, therefore, no meaningful comparatives areavailable.

General and Administrative

               The Company ceased operations during the three months ended December 31, 2003, therefore, no meaningful comparatives areavailable.

Interest Expense

               The Company ceased operations during the three months ended December 31, 2003, therefore, no meaningful comparatives areavailable.

Gain on Sale and License of IFE Assets

               The Company ceased operations during the three months ended December 31, 2003, therefore, no meaningful comparatives areavailable.

Liquidity and Capital Resources

At its inception on February 28, 2000, (the date of filing of a Certificate of Merger withthe Nevada Secretary of State), the Company merged with ISES Corporation with the Company as the surviving corporation. The mergerwas arranged for the Company by Investment Capital Corporation and Pursuit Capital LLC, venture capital firms located inScottsdale, Arizona in accordance with understandings these entities reached with ISES Corporation to raise capital in privatetransactions. According to their agreement, these entities were to raise $2,000,000 to fund the Company's post-merger research anddevelopment, marketing and overall expansion. Pursuant to and in consideration of this arrangement and the identification of thepotential merger as an investment opportunity, the Company issued 2,200,000 shares of its $.001 par value per share common stock tothese entities and/or their designees. During the fiscal quarter ended June 30, 2000 these entities conducted a private placementon behalf of the Company and raised $760,000, the proceeds of which have been given to the Company. For these funds, the Companyissued an additional 760,000 shares of its $.001 per share common stock. These entities are obligated to provide the Company withan additional $2,000,000 in equity (without further issuance of equity securities by the Company) of which $615,650 was receivedthrough June 30, 2002, leaving a balance of $1,384,350 to be provided by these entities. None of such shares of common stock was orwill be registered under the Securities Act of 1933, as amended. Management believes that it is unlikely that these entities willprovide any additional capital to the Company and is in the process of attempting to recover as many of such shares as possible. Asof June 30, 2002, 1,097,000 shares have been surrendered by those entities in lieu of additional capital contributions. The Companyhas not taken action to either establish these shares as treasury stock or to cancel them and return them to authorized butunissued shares. Accordingly, the shares are outstanding in the names of the original owners on the Company's stockrecords.

As a result of the unfunded commitment, the Company entered into a $200,000 line of creditwith a bank on November 10, 2000, which is guaranteed by a stockholder.  The Company renewed this line of credit on January29, 2002 through February 10, 2003.

Due to continued losses from operations during the three months ended December 31, 2003,the Company was not able to meet it obligations to make payroll on several occasions and has delayed paying vendors. In an effortto improve its liquidity, the Company has increased its consulting activities, reduced its work force by three employees and soldits IFE assets.

On November 26, 2001 the Company entered into an Amended and Substituted Asset PurchaseAgreement with Inflight Digital Limited, a company incorporated under the laws of England and Wales ("Buyer") which superceded aprevious agreement between the parties dated September 6, 2001. The Company used the initial proceeds from this transaction tobecome current on its payroll obligations and become more current on its vendor obligations. Terms of the IFE sale include a totalpurchase price for the sale and license of the IFE assets of $300,000 plus (i) fifty percent (50%) of all revenue received by Buyerfrom certain existing customers for a period of three (3) years after the closing; (ii) twenty-five percent (25%) of all revenuesreceived by Buyer under certain new business generated by Buyer; (iii) an amount not to exceed $100,000 of the existing contractwith British Airways as assigned to Buyer plus fifty percent (50%) of all revenue received by Buyer from British Airways during thethree (3) years after closing; and (iv) $75,000 upon receipt of the consent of Air France that it will expand the number ofaircraft using the software and fifty percent (50%) of the revenues received from Air France during the three (3) years afterclosing.  For the quarter ended December 31, 2003, $21,259 was billed to the Buyer and recorded as license fees. The Companyrecorded license fees related to this Agreement for the three months ended December 31, 2003 of $85,834. Air France subsequentlyextended its existing contractual arrangement and is increasing the number of aircraft utilizing inflight entertainment packages.However, Air France has also indicated its intention to terminate the existing contract and utilize the services and products ofanother vendor. Consequently, it is unlikely that the Company will receive substantial additional revenues resulting from thiscustomer. The Company and the Buyer have subsequently agreed that the Company may retain proceeds from the Air France contractprior to its termination.  For the quarter ended December 31, 2003, proceeds of $92,000 were received by the Company and werecomprised of $60,750 of license fees, $11,875 of maintenance fees and $19,375 of deferred income that will be recognized as revenuein the quarter ended December 31, 2003.

The Company is investigating several other financing activities, but there is no assuranceany funding will be obtained, or if obtained, the terms may not be favorable. Also, the Company has focused its efforts onincreasing revenues, primarily consulting revenues, in an effort to generate positive cash flow.  The Company is dependent onfour (4) key customers and the related contracts with these customers.  If these customers do not renew there would be anadverse effect on the Company's operations. Due to the continued losses and the inability to pay its debts as they come due, theCompany is currently analyzing its costs and expenses in an effort to achieve profitability. Also, the Company continues to seekand investigate potential transactions that may generate cash; however, there are no assurances that any such transactions will beidentified or successfully closed.

Since incorporation, ISES (the Company's predecessor in interest pursuant to the merger)and the Company after the merger, have experienced various levels of losses and negative cash flow from operations andnotwithstanding the merger, expects to experience negative cash flows in the foreseeable future, without a significant reduction incosts and expenses or increase in revenues. In addition, the Company needs to raise additional capital to begin product developmentefforts and there can be no assurance the merged Company will be able to obtain additional financing on favorable terms, if at all.If additional capital cannot be obtained on acceptable terms, if and when needed, the Company may not be able to further develop orenhance its products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements, anyof which could have a material adverse effect on the Company's business.

**RISK FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS**

In addition to the other risk factors contained herein and within other filings with theSecurities and Exchange Commission, the Company believes the following additional risk factors should be taken into considerationin evaluating its business:

Additional Funding Needed

The Company needs additional funding to pay its obligations as they come due, furtherdevelop or enhance its products, and take advantage of future opportunities or respond to competitive pressures or unanticipatedrequirements. Without additional funding the Company may not be able to continue as a going concern.

The Company's original financing plans were to obtain funding of approximately $2,000,000as a result of the merger with ISES Corporation on February 28, 2000.  Only $615,650 of funding was received. As a result ofthe unfunded commitment, the Company entered into a $200,000 line of credit with a bank, which is guaranteed by a stockholder, andentered into other debt arrangements of approximately $235,000. Also, the Company delayed paying vendors and employees.

On November 26, 2001 the Company entered into an Amended and Substituted Asset PurchaseAgreement ("Agreement") with Inflight Digital Limited, a company incorporated under the laws of England and Wales ("Buyer") whichsuperceded an earlier Asset Purchase Agreement between the parties dated September 6, 2001.  Pursuant to the Agreement, theCompany agreed to sell to the Buyer all of Company's IFE assets. The IFE assets include all of the Company's rights and obligationsunder its contracts with airline operators for the licensing of IFE products and services, the Company's rights and obligationsunder license and distribution agreements relating to its IFE business, Company's files, books and records relating to its IFEassets and other tangible property and physical assets used by the Company solely in connection with IFE business.  TheCompany also granted Buyer a perpetual, royalty free, exclusive worldwide license for IFE business. Terms include a total purchaseprice for the sale and license of the IFE assets of $300,000 plus (i) fifty percent (50%) of all revenue received by Buyer fromcertain existing customers for a period of three (3) years after the closing; (ii) twenty-five percent (25%) of all revenuesreceived by Buyer under certain new business generated by Buyer; (iii) an amount not to exceed $100,000 of the existing contractwith British Airways as assigned to Buyer plus fifty percent (50%) of all revenue received by Buyer from British Airways during thethree (3) years after closing; and (iv) $75,000 upon receipt of the consent of Air France that it will expand the number ofaircraft using the software and fifty percent (50%) of the revenues received from Air France during the three (3) years afterclosing. In November 2001, the Company received $300,000 as a result of this transaction, which was recorded as a gain onsale.  Additional amounts to be received will be recorded as license fees. For the quarter ended June 30, 2002, $21,259 wasbilled to the buyer and recorded as license fees. The Company recorded license fees related to this Agreement for the three monthsended June 30, 2002 of $85,834. Air France subsequently extended its existing contractual arrangement and is increasing the numberof aircraft utilizing inflight entertainment packages. However, Air France has also indicated its intention to terminate theexisting contract and utilize the services and products of another vendor. Consequently, it is unlikely that the Company willreceive substantial additional revenues resulting from this customer. The Company and the Buyer have subsequently agreed that theCompany may retain proceeds from the Air France contract prior to its termination. For the quarter ended June 30, 2002, proceeds of$92,000 were received by the Company and were comprised of $60,750 of license fees, $11,875 of maintenance fees and $19,375 ofdeferred income that will be recognized as revenue in the quarter ended December 31, 2003.

The Company Expects to Incur Operating and Net Losses

Volatility of Stock Price

The market price of the Company's common stock is likely to fluctuate in the future. TheCompany believes that various factors, including quarterly fluctuations in results of operations, announcements of new products orpartners by the Company or by its competitors, changes in interactive television and in-flight entertainment markets in general, orgeneral economic, political and market conditions may significantly affect the market price of its common stock

PART II OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS.

The Company currently is not aware of any pending legal proceedings to which it is a partyor to which any of its property is subject. The Company currently is not aware that any governmental authority is contemplating anyproceedings against the Company or its property.

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

In connection with the merger of ISES with and into the Company, the Acquisition Agreementand Plan of Merger (previously filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed March 1, 2000) provided forthe issuance of (i) 10,000,000 shares of common stock and (ii) 10,000 shares of convertible preferred stock which are automaticallyconvertible into 10,000,000 shares of common stock of the Company two (2) years after the Closing Date of the Merger which wasFebruary 28, 2000. The preferred shares were converted on February 28, 2002.

An additional 2,200,000 shares of common stock were issued to various designees ofInvestment Capital Corporation and Pursuit Capital, LLC in connection with the merger, in exchange for the commitment of theseentities to raise $2,000,000 to fund working capital needs and general corporate purposes, including, but not limited to, expansionof sales and marketing efforts, research and development activities, licensing of new technology and payment of additional legaland accounting services occasioned by the merger of the Company and ISES.  These entities conducted a private placement of theCompany's $.001 par value common stock during the fiscal quarter ended June 30, 2000 and raised $760,000, in consideration of whichthe Company issued an additional 760,000 shares of its common stock. These entities are obligated to provide the Company with anadditional $2,000,000 in equity (without further issuance of equity securities by the Company) of which $615,650 was receivedthrough June 30, 2002 leaving a balance of $1,384,350 to be provided by these entities. None of such shares of common stock orpreferred stock was or will be registered under the Securities Act of 1933, as amended. The funds received have been used forworking capital.  Management believes that it is unlikely that these entities will provide any additional capital to theCompany and is in the process of attempting to recover as many of such shares as possible. As of June 30, 2002, 1,097,000 shareshave been surrendered by those entities in lieu of additional capital contributions.  The Company has not taken action toeither establish these shares as treasury stock or to cancel them and return them to authorized but unissued shares. Accordingly, the shares are outstanding in the names of the original owners on the Company's stock records.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

The Company does not believe there is any information to report under thisitem.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company does not believe there isany information to report under this item.

ITEM 5: OTHER INFORMATION

The Company does not believe there is any information to report under thisitem.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)          Exhibits:                 None.

(b)           Report on Form8-K:            None.

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunder dulyauthorized.

**SNAP2 CORPORATION**

Dated:  January 29, 2004

By: /s/    William O’Keef                 William O’Keef,President

I, William O’Keef, certify that:

1.             I have reviewedthis quarterly report on Form 10Q-SB of Snap2 Corporation;

2.             Based on myknowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this annual report;

3.             Based on myknowledge, the financial statements, and other financial information included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented inthis annual report;

4.             Theregistrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)             designed suchdisclosure controls and procedures to ensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report isbeing prepared;

b)            evaluated theeffectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of thisannual report (the "Evaluation Date"); and

c)             presented inthis annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as ofthe Evaluation Date;

5.             Theregistrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors andthe audit committee of the registrant's board of directors ( or person performing the equivalent functions):

a)             all significantdeficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record,process, summarize and report financial date and have identified for the registrant's auditors any material weaknesses in internalcontrols; and

b)            any fraud, whether ornot material, that involves management or other employees who have a significant role in the registrant's internal controls;and

6.             Theregistrant's other certifying officers and I have indicated in this annual report whether or not there are significant changes ininternal controls or other factors that could significantly affect internal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated:  January 29, 2004

By: /s/    William O’Keef                 William O’Keef,President

**Statement of Chief Executive Officer   RegardingFacts and Circumstances Relating to Exchange Act Filings**

I, William O’Keef, state and certify as follows:

The financial statements filed with the report on Form 10-QSB for the period endedDecember 31, 2003 fully comply with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 and thatthe information contained in said periodic report fairly presents, in all material respects, the financial condition and results ofoperations of Snap2 Corporation.

This Statement is submitted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.

Dated:  January 29, 2004

By: /s/    William O’Keef                 William O’Keef,President