**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 DECEMBER 31, 2002**





***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
December 31, 2002, 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**








**ITEM 1.**  **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 December 31, 2002


b)
    Statements
      of Operations for the three month period ended December 31, 2002 and
      2001;


c)
    Statements
      of Cash Flow for the three month period ended December 31, 2002 and 2001;
      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 December 31, 2002
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)


DECEMBER 31, 2002




**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' EQUITY (DEFICIT)****CURRENT
      LIABILITIES****Long-term
      Liabilities**Commitments
    
    
    715,556**Total
      liabilities**
    
    
    715,556**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
    
    
    (2,571,413
    )**Total
      stockholders' equity (deficit)**
    
    
    (715,556
    )**TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
    
    $
    -









F -
4
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SNAP2 CORPORATION
 CONDENSED STATEMENTS OF
INCOME (UNAUDITED)
 FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND
2001




**(Restated)**
    
    **(Reclassified)****2002**
    
    **2001********OPERATING
      REVENUE**
    
    $
    -
    
    $
    -**COST
      OF OPERATIONS**
    
    
    -
    
    
    -**GROSS
      PROFIT**
    
    
    -
    
    
    -**OPERATING
      EXPENSES**Research
      and development
    
    
    -
    
    
    -Sales
      and marketing
    
    
    -
    
    
    -General
      and administrative
    
    
    -
    
    
    -**Total
      operating expenses**
    
    
    -
    
    
    -**INCOME
      FROM CONTINUING OPERATIONS**
    
    
    -
    
    
    -**DISCONTINUED
      OPERATIONS**Income
      (loss) from discontinued operations
    
    
    218,925
    
    
    (104,072
    )Gain
      (loss) on disposal of assets
    
    
    (128,549
    )
    
    300,000**Total
      other income (expense)**
    
    
    90,376
    
    
    195,928**INCOME
      BEFORE INCOME TAXES**
    
    
    90,376
    
    
    195,928Provision
      for income taxes
    
    
    -
    
    
    -**NET
      INCOME**
    
    $
    90,376
    
    $
    195,928**BASIC
      AND DILUTED INCOME PER SHARE**Basic
      from discontinued operations
    
    $
    0.033
    
    $
    0.011Diluted
      from discontinued operations
    
    $
    0.003
    
    $
    0.007**WEIGHTED
      AVERAGE NUMBER OF BASIC COMMON****SHARES
      OUTSTANDING**
    
    
    26,942,500
    
    
    17,856,000**WEIGHTED
      AVERAGE NUMBER OF DILUTED COMMON****SHARES
      OUTSTANDING**
    
    
    28,232,500
    
    
    27,856,000













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


SNAP2 CORPORATION
 CONDENSED STATEMENTS OF CASH
FLOW (UNAUDITED)
 FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND
2001






**(Restated)**
    
    **(Reclassified)****2002**
    
    **2001****CASH
      FLOW FROM OPERATING ACTIVITIES****Continuing
      Operations:**Net
      Loss
    
    $
    -
    
    $
    -**Adjustments
      to Reconcile Net Income (Loss) to Net Cash****provided
      by (used in) operating activities:**Increase
      in accounts payable and accrued expenses
    
    
    -
    
    
    -Net
      cash provided by (used) in operating activities -continuing
      operations
    
    
    -
    
    
    -**Discontinued
      Operations:**Income
      from discontinued operations
    
    
    90,376
    
    
    195,928Adjustments
      to Reconcile Net Cash provided by (used in)discontinuing
      operations
    
    
    (106,781
    )
    
    (264,637
    )Net
      cash (used) in Operating Activities - discontinuing
    operations
    
    
    (16,405
    )
    
    (68,709
    )**Net
      Cash (used in) Operating Activities**
    
    
    (16,405
    )
    
    (68,709
    )**CASH
      FLOWS FROM INVESTING ACTIVITIES:****Continuing
      Operations:**Acquisition
      of fixed assets
    
    
    (702
    )
    
    (1,864
    )**Discontinued
      Operations:**Proceeds
      from disposal of assets
    
    
    -
    
    
    -**Cash
      flows provided by investing activities**
    
    
    (702
    )
    
    (1,864
    )**CASH
      FLOWS FROM FINANCING ACTIVITIES:****Continuing
      Operations:**Bank
      overdraft
    
    
    (30,000
    )
    
    59,781**Cash
      provided by (used in) Financing Activities from****Continuing
      Operations**
    
    
    (30,000
    )
    
    59,781**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
    
    $
    1,530










F -
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SNAP2 CORPORATION


NOTES TO CONDENSED FINANCIAL STATEMENTS


DECEMBER 31, 2002 AND 2001







**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.





On March
31, 2003, the Company entered into an Escrow Agreement with its majority
stockholder, and other 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 three months ended December 2004, include
reclassifications of the operations of the Company to reflect the disposal of
its business, which took effect March 31, 2003. The 2002 and 2001 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.








F -
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 ***Table of Contents***


SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 DECEMBER 31, 2002 AND 2001














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





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.





The
Company has amended its previously issued unaudited financial statements for the
three months ended December 31, 2002 and 2001. The Company’s management is under
the belief that the prior auditors of the previously issued December 31, 2002
and 2001 unaudited financial statements may not have been independent with
respect to those statements.





The
Company also made certain reclassifications from income to equity (deficit) that
reduced its net income as originally reported from $597,600 to $90,376. The
effect on total stockholders’ deficit is that it was increased by $129,097.



















F -
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 ***Table of Contents***


****


****SNAP2 CORPORATION**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**DECEMBER 31, 2002 AND 2001****


****


**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. Software license fees are recognized upon signing of the contract
and subsequent shipment of the software to the customer. Consulting revenues are
derived primarily from custom contract engineering work are recognized using the
percentage of completion method. Revenues from training and consulting services
are recognized as the services are rendered. Maintenance revenues are 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. All losses prior to February 28, 2000 are lost due to the change
in control.















F -
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 ***Table of Contents***


SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 DECEMBER 31, 2002 AND 2001





**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:


(Restated)
    
    (Reclassified)December
      31,
    
    December
      31,2002
    
    2001Net
      Income
    
    $
    90,376
    
    $
    195,928Weighted-average
      common sharesoutstanding
      (Basic)
    
    
    26,942,500
    
    
    17,856,000Weighted-average
      common stockequivalents:Exercisable
      stock options and other
    
    
    1,290,000
    
    
    10,000,000Weighted-average
      common sharesoutstanding
      (Diluted)
    
    
    28,232,500
    
    
    27,856,000





**Property
and Equipment**





All
property and equipment are 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.
















F -
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SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 DECEMBER 31, 2002 AND 2001


**NOTE
2-**  **SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES**  **(CONTINUED)**





**Fair
Value of Financial Instruments**





The
carrying amount reported in the condensed balance sheet for cash and cash
equivalents, accounts receivable, accounts payable, accrued expenses and notes
payable approximate fair value because of the immediate or short-term maturity
of these financial instruments.





**Advertising**





Costs of
advertising and marketing are expensed as incurred for the three months ended
December 31, 2002 and 2001, 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.





During
the three months ended December 31, 2002, 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 has outstanding 1,290,000 shares of common stock at December
31, 2002.
















F -
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  SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 DECEMBER 31, 2002 AND 2001


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





The
Company is authorized to issue 50,000,000 Common and 20,000,000 Preferred shares
all with a par value of $.001. At December 31, 2002, 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.





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.





**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. The line of credit was guaranteed by a Company officer.
Funds advanced are secured by the Company’s accounts receivable and equipment.
At December 31, 2002, there was $130,000 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-**  **LONG-TERM
DEBT**





On June
20, 1999, the Company entered into a promissory note with a related party of the
Company’s president, whereby the Company borrowed $135,000. The note bears
interest at 9% per annum on the unpaid principal balance.














F -
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 SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 DECEMBER 31, 2002 AND 2001


**NOTE 5-**  **LONG-TERM
DEBT** **(CONTINUED)**





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 has not paid the
$62,310 due under this note, as well as the accrued interest, since July 1,
2000. Principal payments have not been accelerated under this note by the
holder.





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
December 31, 2002.





**NOTE 6-**  **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. 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. Additional amounts received
will be recognized as license fees.











F -
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SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 DECEMBER 31, 2002 AND 2001





**NOTE 7-**  **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
November 26, 2001, the Company entered into an Asset Purchase Agreement with
Inflight Digital Limited, a company incorporated under the laws of England and
Wales. Pursuant to this agreement, the Company agreed to sell Inflight Digital
Limited all of the Company’s IFE assets. Accordingly, subsequent to November 26,
2001, the Company was principally dependent upon cash flows from license fees
related to these technology product sold during fiscal 2002.





The
Company continues to have significant debt and other liabilities and does not
have direct control over its cash income stream, does not have significant cash
on hand nor other assets sufficient to cover its operating costs to allow it to
continue as a going concern. The financial statements do not include any
adjustments that might result if the Company is unable to continue its
operations.





The
Company may anticipate future sales and/or offerings of equity securities.
However, there is no assurance that the Company will be able to obtain
additional funding through the sales of additional equity securities or, that
such funding, if available, will be obtained on terms favorable to or affordable
by the Company.





It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.
However, no formal commitments or arrangements to advance or loan funds to the
Company or repay any such advances or loans exist. There is no legal obligation
for either management or significant stockholders to provide additional future
funding.














F -
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  SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 DECEMBER 31, 2002 AND 2001


**NOTE 7-**  **GOING
CONCERN** **(CONTINUED)**





While the
Company is of the opinion that good faith estimates of the Company’s ability to
secure additional capital in the future to reach the goals have been made, there
is no guarantee that the Company will receive sufficient funding to sustain
operations or implement any future business plan steps.





**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
December 31, 2002 deferred tax assets consist of the following:


2002Net
      deferred tax assets
    
    $
    70,800Less:
      valuation allowance
    
    
    (
      70,800
    )$
    -0-
   At
December 31, 2002 and 2001, the Company had federal net operating loss
carryforward 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.

















F -
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SNAP2 CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 DECEMBER 31, 2002 AND 2001


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





The
Company has amended its previously issued unaudited financial statements for the
three months ended December 31, 2002 and 2001. The Company’s management is under
the belief that the unaudited financial statements of December 31, 2002 and 2001
may not have been independent with respect to those statements.





The
Company also made certain reclassifications from income to equity (deficit) that
reduced its net income as originally reported from $597,600 to $90,376. The
effect on total stockholders’ deficit is that it was increased by $129,097.





**NOTE 10-**  **SUBSEQUENT
EVENTS**





On April
9, 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
transaction was effective March 31, 2003





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





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. There are
$715,556 of liabilities reflected on the December 31, 2002 balance
sheet.





Additionally,
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 -
16
 ***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 December 31, 2002. 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, 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
March 31, 2003 the Company marketed software applications for the in flight
entertainment and interactive television markets. On March 31, 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 December 31, 2002.




**Liabilities
and Stockholders’ Deficit**





Our total
liabilities as of December 31, 2002, were $715,556.





As of
December 31, 2002, there was a Stockholders’ deficit of $2,571,413.




**Results
of Operations**





We did
not earn any revenue during the three month period ended December 31, 2002. As
of March 31, 2003 the Company has discontinued its operations. New operations of
the company commenced in December of 2003.





**Employees**





At
December 31, 2002, 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
December 31, 2002, the Company had no cash, no accounts receivable and total
liabilities of $715,556. As of March 31, 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
December 31, 2002, there were no off balance sheet arrangements.




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





**Evaluation
of Disclosure Controls and Procedures**





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





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





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 December 31, 2002 in ensuring that
the required information was disclosed on a timely basis. However, current
management has put procedures in place that will ascertain that the timely
filing of reports will be attained. Additionally those reports will contain the
necessary disclosures to comply with current standards.





**Changes
in Internal Control over Financial Reporting**





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




**PART
II - OTHER INFORMATION**





**ITEM 1.LEGAL PROCEEDINGS**





None.




**ITEM2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS**





None.




**ITEM3. DEFAULTS UPON SENIOR SECURITIES**





None.




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





None.




**ITEM 5. OTHER INFORMATION**




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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