exhibit102


    


    


    


    


    


    


    


    


    CALL
      NOW AMERICA PREPAID COMPANY, L.L.C.

    (A
      LIMITED LIABILITY COMPANY)

    


    FINANCIAL
      STATEMENTS

    FOR
      THE PERIOD MAY 3, 2003 (INCEPTION) 

    THROUGH
      DECEMBER 31, 2003

    


    


    


    


    


    


     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    CALL
      NOW AMERICA PREPAID COMPANY, L.L.C.

    (A
      LIMITED LIABILITY COMPANY)

    FINANCIAL
      STATEMENTS

    FOR
      THE PERIOD MAY 3, 2003 (INCEPTION) 

    THROUGH
      DECEMBER 31, 2003

    


    INDEX
      TO FINANCIAL STATEMENTS

    


    


    


     PAGE(S)

    


    Report
      of
      Independent Registered Public Accounting
      Firm                                                                                                         
      1

     

    Financial
      Statements

    


    Balance
      Sheet as of December 31,
      2003                                                                                                                            
      2

    


    Statement
      of Income for the Period May 3, 2003 (Inception) 

    through
      December 31,
      2003                                                                                                                                                
      3

    


    Statement
      of Members’ Equity for the Period May 3, 2003

    (Inception)
      through December 31,
      2003                                                                                                                           
      4 

    


    Statement
      of Cash Flows for the Period May 3, 2003 

    (Inception)
      through December 31,
      2003                                                                                                                           5

     

    Notes
      to
      Financial
      Statements                                                                                                                                         
      6-9

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      BAGELL,
        JOSEPHS & COMPANY, L.L.C.

      Certified
        Public Accountants

      


      High
        Ridge Commons

      Suites
        400-403

      200
        Haddonfield Berlin Road

      Gibbsboro,
        New Jersey 08026

      (856)
        346-2828 Fax (856) 346-2882

      


      


      REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      


      


      Mr.
        Kevin
        Johnson

      Call
        Now
        America Prepaid Company, L.L.C.

      Lighthouse
        Point, Florida 

       

      We
        have
        audited the accompanying balance sheet of Call Now America Prepaid Company,
        L.L.C. (a limited liability company) as of December 31, 2003 and the related
        statements of income, members’ equity, and cash flows for the period May 3, 2003
        (Inception) to December 31, 2003. These financial statements are the
        responsibility of the Company’s management. Our responsibility is to express an
        opinion on these financial statements based on our audit.

       

      We
        have
        conducted our audit in accordance with standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis,
        evidence supporting the amounts and disclosures in the financial statements.
        An
        audit also includes assessing the accounting principles used and significant
        estimates made by management, as well as evaluating the overall financial
        statement presentation. We believe that our audit provides a reasonable basis
        for our opinion.

      


      In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Call Now America Prepaid Company,
        L.L.C. as of December 31, 2003, and the results of its operations and its
        cash
        flows for the period May 3, 2003 (Inception) to December 31, 2003 in conformity
        with accounting principles generally accepted in the United States of
        America.

      


      


      BAGELL,
        JOSEPHS & COMPANY, L.L.C.

      Bagell,
        Josephs & Company, LLC.

      Gibbsboro,
        New Jersey

      


      August
        10, 2005

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

    

    
CALL
      NOW AMERICA PREPAID COMPANY, L.L.C.

    BALANCE
      SHEET

    DECEMBER
      31, 2003

     

    

      
        	
                ASSETS

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                CURRENT
                  ASSETS

              	 	 	 	 
	
                Cash
                  and cash equivalents

              	 	
                $

              	
                6,994

              	 
	 	 	 	 	 
	
                Total
                  current assets

              	 	 	
                6,994
                  

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                TOTAL
                  ASSETS

              	 	
                $

              	
                6,994

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                LIABILITIES
                  AND MEMBERS' EQUITY

              	 	 	 	 
	 	 	 	 	 
	
                CURRENT
                  LIABILITIES

              	 	 	 	 
	
                Accounts
                  payable

              	 	
                $

              	
                -

              	 
	 	 	 	 	 
	
                Total
                  current liabilities

              	 	 	
                -
                  

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                Total
                  liabilities

              	 	 	
                -
                  

              	 
	 	 	 	 	 
	
                MEMBERS'
                  EQUITY

              	 	 	
                6,994
                  

              	 
	
                 

              	 	 	 	 
	
                TOTAL
                  LIABILITIES AND MEMBERS' EQUITY

              	 	
                $

              	
                6,994

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

              	 	 	 	 


      

    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    CALL
      NOW AMERICA PREPAID COMPANY, L.L.C.
      STATEMENT
        OF INCOME

      FOR
        THE PERIOD MAY 3, 003 (INCEPTION)

      THROUGH
        DECEMBER 31, 2003

      
 

      
        	
                REVENUES

              	 	
                $

              	
                225,899

              	 
	 	 	 	 	 
	
                COST
                  OF SALES

              	 	 	
                184,533
                  

              	 
	 	 	 	 	 
	
                GROSS
                  PROFIT

              	 	 	
                41,366
                  

              	 
	 	 	 	 	 
	
                OPERATING
                  EXPENSES

              	 	 	 	 
	
                Contract
                  labor

              	 	 	
                17,267
                  

              	 
	
                Office
                  supplies

              	 	 	
                17,089
                  

              	 
	
                Professional
                  fees

              	 	 	
                2,500
                  

              	 
	
                Telephone

              	 	 	
                1,356
                  

              	 
	
                Travel
                  and entertainment

              	 	 	
                1,160
                  

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                Total
                  operating expenses

              	 	 	
                39,372
                  

              	 
	 	 	 	 	 
	
                NET
                  INCOME

              	 	
                $

              	
                1,994

              	 


      

       

       

       

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

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

    

     

    CALL
      NOW AMERICA PREPAID COMPANY, L.L.C.
      STATEMENT
        OF MEMBERS' EQUITY

      FOR
        THE PERIOD MAY 3, 003 (INCEPTION)

      THROUGH
        DECEMBER 31, 2003

       

       

       

      

        
          	
                  MEMBERS'
                    EQUITY - Beginning of Period

                	 	
                  $

                	
                  -

                	 
	 	 	 	 	 
	
                  Members'
                    contribution - net

                	 	 	
                  5,000
                    

                	 
	 	 	 	 	 
	
                  Net
                    income

                	 	 	
                  1,994
                    

                	 
	 	 	 	 	 
	
                  MEMBERS'
                    EQUITY - End of Period

                	 	
                  $

                	
                  6,994

                	 


        

      

    

     

     

    
       

       

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

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

    

     

    CALL
      NOW AMERICA PREPAID COMPANY, L.L.C.
      STATEMENT
        OF CASH FLOWS

      FOR
        THE PERIOD MAY 3, 003 (INCEPTION)

      THROUGH
        DECEMBER 31, 2003

       

      

        
          	
                  CASH
                    FLOWS FROM OPERATING ACTIVITIES

                	 	 	 	 
	
                  Net
                    income

                	 	
                  $

                	
                  1,994

                	 
	 	 	 	 	 
	
                  Adjustments
                    to reconcile net income to net cash

                	 	 	 	 
	
                  provided
                    by operating activities:

                	 	 	 	 
	
                  Changes
                    in assets and liabilities:

                	 	 	 	 
	
                  Increase
                    in accounts payable 

                	 	 	
                  -
                    

                	 
	
                  Total
                    adjustments

                	 	 	
                  -
                    

                	 
	 	 	 	 	 
	
                  Net
                    cash provided by operating activities

                	 	 	
                  1,994
                    

                	 
	 	 	 	 	 
	
                  CASH
                    FLOWS FROM FINANCING ACTIVITIES

                	 	 	 	 
	
                  Members'
                    contributions - net

                	 	 	
                  5,000
                    

                	 
	 	 	 	 	 
	
                  Net
                    cash provided by financing activities

                	 	 	
                  5,000
                    

                	 
	 	 	 	 	 
	
                  INCREASE
                    IN CASH AND CASH EQUIVALENTS

                	 	 	
                  6,994
                    

                	 
	 	 	 	 	 
	
                  CASH
                    AND CASH EQUIVALENTS - BEGINNING OF PERIOD

                	 	 	
                  -
                    

                	 
	 	 	 	 	 
	
                  CASH
                    AND CASH EQUIVALENTS - END OF PERIOD

                	 	
                  $

                	
                  6,994

                	 


        

      

    

     

    
       

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

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

    

    

      CALL
        NOW AMERICA PREPAID COMPANY, L.L.C.

      (A
        LIMITED LIABILITY COMPANY)

      NOTES
        TO THE FINANCIAL STATEMENTS

      DECEMBER
        31, 2003

       

       

      


      NOTE
        1-               
        NATURE
        OF BUSINESS AND SUMMARY OF SIGNIFICANT

      ACCOUNTING
        POLICIES:

       

      Call
        Now
        America Prepaid Company, L.L.C. (The Company) was formed on May 3, 2003 as
        a
        Florida limited liability company. The Company purchases prepaid calling
        cards
        from manufacturers then resells them at a markup to wholesalers.

      


      Cash
        and Cash Equivalents

      


      The
        Company considers all highly liquid debt instruments and other short-term
        investments with an initial maturity of three months or less to be cash or
        cash
        equivalents. There were no cash equivalents as of December 31,
        2003.

      


      The
        Company maintains cash and cash equivalents balances at financial institutions
        that are insured by the Federal Deposit Insurance Corporation up to $100,000.
        There were no uninsured cash balances as of December 31, 2003.

      


      Income
        Taxes

      


      The
        Company is treated as a partnership for federal and state income tax purposes.
        Consequently, federal and state income taxes are not payable by, or provided
        for
        by the Company. Members are taxed individually on their shares of the Company’s
        earnings. The Company’s net income or loss is allocated among the members in
        accordance with the regulations of the Company.

      


      Use
        of Estimates

      


      The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosures of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during this reported period. Actual results could differ from those
        estimates.

      


      


       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      
CALL
        NOW AMERICA PREPAID COMPANY, L.L.C.

      (A
        LIMITED LIABILITY COMPANY)

      NOTES
        TO THE FINANCIAL STATEMENTS (CONTINUED)

      DECEMBER
        31, 2003

      


      


      NOTE
        1-               
        NATURE
        OF BUSINESS AND SUMMARY OF SIGNIFICANT

      ACCOUNTING
        POLICIES
        (CONTINUED)


      


      Revenue
        Recognition

      


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

      


      Fair
        Value of Financial Instruments

      


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

      


      Goodwill
        and Other Intangible Assets 

      


      In
        June
        2001, the FASB issued Statement No. 142 “Goodwill and Other Intangible Assets”.
        This statement addresses financial accounting and reporting for acquired
        goodwill and other intangible assets and supersedes APB Opinion No. 17,
        Intangible Assets. It addresses how intangible assets that are acquired
        individually or with a group of other assets (but not those acquired in a
        business combination) should be accounted for in financial statements upon
        their
        acquisition. The Company reported no goodwill as of December 31,
        2003.

      


      


      


      


      


      


      


      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      CALL
        NOW AMERICA PREPAID COMPANY, L.L.C.
(A
        LIMITED LIABILITY COMPANY)

      NOTES
        TO THE FINANCIAL STATEMENTS (CONTINUED)

      DECEMBER
        31, 2003

      


      


      NOTE
        1-               
        NATURE
        OF BUSINESS AND SUMMARY OF SIGNIFICANT

      ACCOUNTING
        POLICIES
        (CONTINUED)

      


      Recent
        Accounting Pronouncements

      


      In
        August
        2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal
        of Long-Lived Assets” (“SFAS 144”). This statement addresses financial
        accounting and reporting for the impairment or disposal of long-lived assets.
        The new guidance resolves significant implementation issues related to SFAS
        121.
“Accounting for the impairment of long-lived assets to be disposed of.” SFAS 144
        is affected for fiscal years beginning after December 21, 2001. Currently,
        the
        Company is assessing but has not determined how the adoption of SFAS 144
        will
        impact its financial position and results of operation.

      


      In
        May
        2003, the FASB issued SFAS Statement No. 150, “Accounting for Certain Financial
        Instruments with Characteristics of both Liabilities and Equity”. This Statement
        establishes standards for how an issuer classifies and measures certain
        financial instruments with characteristics of both liabilities and equity.
        It
        requires that an issuer classify a financial instrument that is within its
        scope
        as a liability (or an asset in some circumstances). This statement is effective
        for financial instruments entered into or modified after May 31, 2003, and
        otherwise is effective at the beginning of the first interim period beginning
        after June 15, 2003, except for mandatorily redeemable financial instruments
        of
        nonpublic entities, if applicable. It is to be implemented by reporting the
        cumulative effect of a change in an accounting principle for financial
        instruments created before the issuance date of the Statement and still existing
        at the beginning of the interim period of adoption. The adoption of this
        statement did not have a significant impact on the Company’s results of
        operations or financial position.

      


      


      


      


      


      


      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      


      CALL
        NOW AMERICA PREPAID COMPANY, L.L.C.

      (A
        LIMITED LIABILITY COMPANY)

      NOTES
        TO THE FINANCIAL STATEMENTS (CONTINUED)

      DECEMBER
        31, 2003

      


      


      NOTE
        3-              
        SUBSEQUENT
        EVENT 

      


      On
        April
        19, 2004 The Company’s assets were acquired by Snap2 Corporation in a
        stock-for-assets acquisition. As part of the Asset Purchase Agreement (the
        Agreement) The Purchaser acquired all assets of The Seller including (1)
        all
        contracts and purchase orders entered into by the Seller as of the Agreement
        date, (2) all contracts and purchase orders entered into by the Seller prior
        to
        the closing date, and (3) the Seller’s distribution channel. The distribution
        channel was purported at the time of sale to possess existing business
        relationships with more than 300,000 retail locations.

      


      In
        exchange for all the assets of the Seller, the Purchaser conveyed 3,000,000
        shares of its common stock worth $1,620,000. As part of The Agreement, the
        Seller was granted the right to purchase an additional 2,000,000 shares of
        the
        Purchaser in two separate transactions of 1,000,000 shares each, governed
        as
        follows, per the language of the Agreement:

      


      Seller
        shall have the right to purchase 1,000,000 shares of Snap2 Corporation’s
        restricted common stock at $0.25 per share upon the Purchaser successfully
        acquiring 25,000 sales locations utilizing the assets purchased in this
        agreement. Additionally, Seller shall have the right to purchase an additional
        1,000,000 shares of Snap2 Corporation’s restricted common stock at $0.25 per
        share upon the Purchaser successfully acquiring an additional 25,000 sales
        locations (total of 50,000) utilizing the assets purchased in this
        agreement.

      


      


      


    

     

    
      
         

      

      
        9