exhibit104


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    SNAP2
      CORPORATION AND SUBSIDIARIES

    UNAUDITED
      PRO FORMA CONDENSED CONSOLIDATED

    FINANCIAL
      STATEMENTS

    MARCH
      31, 2004

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    SNAP2
      CORPORATION AND SUBSIDIARIES

    INDEX
      TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

    FINANCIAL
      STATEMENTS

    


    
 

    


    


    PAGE(S)

    


    


    Introduction
      to Unaudited Pro Forma Condensed Consolidated 

    Financial
      Statements                                                                                                                                                                           
1

    


    Balance
      Sheet -
      March
      31,
      2004                                                                                                                                                                        
      2

    


    Statement
      of Operations for the six months ended 

    March
      31,
      2004                                                                                                                                                                                    
3

    


    Statement
      of Operations for the year ended September 30,
      2003                                                                                                               
      4

    


    Notes
      to
      Financial
      Statements                                                                                                                                                                         
5

    


     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      SNAP2
        CORPORATION AND SUBSIDIARIES

      
        INTRODUCTION
          TO UNAUDITIED PRO FORMA CONDENSED

        CONSOLIDATED
          FINANCIAL STATEMENTS

        


        On
          April
          19th
          2004 The
          Company (the Purchaser) acquired the assets of Call Now America Prepaid
          LLC (the
          Seller) 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.

        


        


        The
          accompanying unaudited pro forma condensed consolidated balance sheet as
          of
          March 31, 2004 has been presented with its consolidated subsidiaries at
          March
          31, 2004. The unaudited pro forma condensed consolidated statements of
          operations for the six months ended March 31, 2004 purport what the acquisition
          would look like. The year ended September 30, 2003 has been presented as
          if the
          acquisition had occurred October 1, 2002.

        


        The
          unaudited pro forma condensed consolidated statements do not necessarily
          represent the actual results that would have been achieved had the companies
          been combined at the beginning of the year, nor may they be indicative
          of future
          operations. These unaudited pro forma condensed financial statements should
          be
          read in conjunction with the companies’ respective historical financial
          statements and notes included thereto.

        


        


        


         

        
          
             

          

          
            1

            
              

            

          

          
             

          

        

      

    

     

    
 

    
      SNAP
        2 CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
        (UNAUDITED)

        YEAR
          ENDED SEPTEMBER 30, 2003

      



    

      
        	 	 	 	 	 	 	 	 
	 	 	
                Snap2

              	 	
                Call
                  Now America

              	 	
                 

              	 
	
                 

              	 	
                Corporation

              	 	
                Prepaid
                  Company LLC

              	 	
                Pro
                  Forma

              	 
	
                 

              	 	 	 	 	 	 	 
	
                OPERATING
                  REVENUE

              	 	
                $

              	
                -

              	 	
                $

              	
                149,162

              	 	
                $

              	
                149,162

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                COST
                  OF OPERATIONS

              	 	 	
                -
                  

              	 	 	
                137,139
                  

              	 	 	
                137,139
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                GROSS
                  PROFIT

              	 	 	
                -
                  

              	 	 	
                12,023
                  

              	 	 	
                12,023
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                OPERATING
                  EXPENSES

              	 	 	 	 	 	 	 	 	 	 
	
                Consulting
                  fees

              	 	 	
                230,000
                  

              	 	 	
                -
                  

              	 	 	
                230,000
                  

              	 
	
                General
                  and administrative

              	 	 	
                6,000
                  

              	 	 	
                10,123
                  

              	 	 	
                16,123
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Total
                  operating expenses

              	 	 	
                236,000
                  

              	 	 	
                10,123
                  

              	 	 	
                246,123
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                OPERATING
                  INCOME (LOSS)

              	 	 	
                (236,000

              	
                )

              	 	
                1,900
                  

              	 	 	
                (234,100

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                OTHER
                  INCOME (EXPENSE)

              	 	 	 	 	 	 	 	 	 	 
	
                Interest
                  expense

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	
                Impairment

              	 	 	 	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	
                Total
                  other income (expense)

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                INCOME
                  (LOSS) BEFORE INCOME TAXES

              	 	 	
                (236,000

              	
                )

              	 	
                1,900
                  

              	 	 	
                (234,100

              	
                )

              
	
                Provision
                  for income taxes

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                LOSS
                  FROM CONTINUING OPERATIONS

              	 	 	
                (236,000

              	
                )

              	 	
                1,900
                  

              	 	 	
                (234,100

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                DISCONTINUED
                  OPERATIONS

              	 	 	 	 	 	 	 	 	 	 
	
                Income
                  (loss) from discontinued operatons (net)

              	 	 	
                218,925
                  

              	 	 	
                -
                  

              	 	 	
                218,925
                  

              	 
	
                Gain
                  (loss) on disposal of business

              	 	 	
                (128,549

              	
                )

              	 	
                -
                  

              	 	 	
                (128,549

              	
                )

              
	
                Net
                  Income (loss) before provisions income taxes

              	 	 	
                (145,624

              	
                )

              	 	
                1,900
                  

              	 	 	
                (143,724

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                Provision
                  for income taxes

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                NET
                  INCOME (LOSS)

              	 	
                $

              	
                (145,624

              	
                )

              	
                $

              	
                1,900

              	 	
                $

              	
                (143,724

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                BASIC
                  AND DILUTED INCOME (LOSS) PER SHARE

              	 	 	 	 	 	 	 	 	 	 
	
                Basic
                  from continuing operations

              	 	
                $

              	
                (0.09

              	
                )

              	 	 	 	
                $

              	
                (0.09

              	
                )

              
	
                Diluted
                  from continuing operations

              	 	
                $

              	
                (0.09

              	
                )

              	 	 	 	
                $

              	
                (0.09

              	
                )

              
	
                Basic
                  from discontinued operations

              	 	
                $

              	
                0.08

              	 	 	 	 	
                $

              	
                0.08

              	 
	
                Diluted
                  from discontinued operations

              	 	
                $

              	
                0.08

              	 	 	 	 	
                $

              	
                0.08

              	 
	
                Basic
                  from disposal

              	 	
                $

              	
                (0.05

              	
                )

              	 	 	 	
                $

              	
                (0.05

              	
                )

              
	
                Diluted
                  from disposal

              	 	
                $

              	
                (0.05

              	
                )

              	 	 	 	
                $

              	
                (0.05

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                WEIGHTED
                  AVERAGE NUMBER OF BASIC

              	 	 	
                2,661,395
                  

              	 	 	 	 	 	
                2,661,395
                  

              	 
	
                COMMON
                  SHARES OUTSTANDING

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                WEIGHTED
                  AVERAGE NUMBER OF DILUTED

              	 	 	
                2,661,395
                  

              	 	 	 	 	 	
                2,661,395
                  

              	 
	
                COMMON
                  SHARES OUTSTANDING

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                The
                  accompanying notes are an integral part of the condensed consolidated
                  financial statements.

              


      



     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      
        SNAP
          2 CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
          (UNAUDITED)

          FOR
            THE SIX MONTHS ENDED MARCH 31,
            2004


        

      

    

    

      
        	 	 	
                Snap2

              	 	
                Call
                  Now America

              	 	
                 

              	 
	
                 

              	 	
                Corporation

              	 	
                Prepaid
                  Company LLC

              	 	
                Pro
                  Forma

              	 
	 	 	 	 	 	 	 	 
	
                OPERATING
                  REVENUE

              	 	
                $

              	
                -

              	 	
                $

              	
                97,863

              	 	
                $

              	
                97,863

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                COST
                  OF OPERATIONS

              	 	 	
                -
                  

              	 	 	
                67,870
                  

              	 	 	
                67,870
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                GROSS
                  PROFIT

              	 	 	
                -
                  

              	 	 	
                29,993
                  

              	 	 	
                29,993
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                OPERATING
                  EXPENSES

              	 	 	 	 	 	 	 	 	 	 
	
                Consulting
                  fees

              	 	 	
                840,000
                  

              	 	 	
                17,267
                  

              	 	 	
                857,267
                  

              	 
	
                General
                  and administrative

              	 	 	
                80
                  

              	 	 	
                11,982
                  

              	 	 	
                12,062
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Total
                  operating expenses

              	 	 	
                840,080
                  

              	 	 	
                29,249
                  

              	 	 	
                869,329
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                OPERATING
                  INCOME (LOSS)

              	 	 	
                (840,080

              	
                )

              	 	
                744
                  

              	 	 	
                (839,336

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                OTHER
                  INCOME (EXPENSE)

              	 	 	 	 	 	 	 	 	 	 
	
                Interest
                  expense

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	
                Impairment

              	 	 	
                (3,200,000

              	
                )

              	 	
                -
                  

              	 	 	
                (3,200,000

              	
                )

              
	
                Total
                  other income (expense)

              	 	 	
                (3,200,000

              	
                )

              	 	
                -
                  

              	 	 	
                (3,200,000

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                INCOME
                  (LOSS) BEFORE INCOME TAXES

              	 	 	
                (4,040,080

              	
                )

              	 	
                744
                  

              	 	 	
                (4,039,336

              	
                )

              
	
                Provision
                  for income taxes

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                LOSS
                  FROM CONTINUING OPERATIONS

              	 	 	
                (4,040,080

              	
                )

              	 	
                744
                  

              	 	 	
                (4,039,336

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                DISCONTINUED
                  OPERATIONS

              	 	 	 	 	 	 	 	 	 	 
	
                Income
                  (loss) from discontinued operatons (net)

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	
                Gain
                  (loss) on disposal of business

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	
                Net
                  Income (loss) before provisions income taxes

              	 	 	
                (4,040,080

              	
                )

              	 	
                744
                  

              	 	 	
                (4,039,336

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                Provision
                  for income taxes

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                NET
                  INCOME (LOSS)

              	 	
                $

              	
                (4,040,080

              	
                )

              	
                $

              	
                744

              	 	
                $

              	
                (4,039,336

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 
	
                BASIC
                  AND DILUTED INCOME (LOSS) PER SHARE

              	 	 	 	 	 	 	 	 	 	 
	
                Basic
                  from continuing operations

              	 	
                $

              	
                (0.02

              	
                )

              	 	 	 	
                $

              	
                (0.02

              	
                )

              
	
                Diluted
                  from continuing operations

              	 	
                $

              	
                (0.02

              	
                )

              	 	 	 	
                $

              	
                (0.02

              	
                )

              
	
                Basic
                  from discontinued operations

              	 	
                $

              	
                -

              	 	 	 	 	
                $

              	
                -

              	 
	
                Diluted
                  from discontinued operations

              	 	
                $

              	
                -

              	 	 	 	 	
                $

              	
                -

              	 
	
                Basic
                  from disposal

              	 	
                $

              	
                -

              	 	 	 	 	
                $

              	
                -

              	 
	
                Diluted
                  from disposal

              	 	
                $

              	
                -

              	 	 	 	 	
                $

              	
                -

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                WEIGHTED
                  AVERAGE NUMBER OF BASIC

              	 	 	
                43,261,283
                  

              	 	 	 	 	 	
                43,261,283
                  

              	 
	
                COMMON
                  SHARES OUTSTANDING

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                WEIGHTED
                  AVERAGE NUMBER OF DILUTED

              	 	 	
                43,261,283
                  

              	 	 	 	 	 	
                43,261,283
                  

              	 
	
                COMMON
                  SHARES OUTSTANDING

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                The
                  accompanying notes are an integral part of the condensed consolidated
                  financial statements.

              


      



    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    SNAP
      2 CORPORATION AND
      SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
      (UNAUDITED)

      FOR
        THE SIX MONTHS ENDED MARCH 31, 2004

      

        
          	 	 	
                  Snap2
                    

                	 	
                  Call
                    Now America 

                	 	
                   

                	 	
                  Pro
                    Forma 

                	 
	
                   

                	 	
                  Corporation
                    

                	 	
                  Prepaid
                    Company LLC 

                	 	
                  Adjustment
                    

                	 	 	 
	
                  ASSETS

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  CURRENT
                    ASSETS

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Cash
                    and cash equivalents

                	 	
                  $

                	
                  7,020

                	 	
                  $

                	
                  12,800

                	 	
                  $

                	
                  -

                	 	
                  $

                	
                  19,820

                	 
	
                  Accounts
                    Receivable

                	 	 	 	 	 	
                  8,325
                    

                	 	 	 	 	 	
                  8,325
                    

                	 
	
                  Inventory

                	 	 	 	 	 	
                  15,440
                    

                	 	 	 	 	 	
                  15,440
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Total
                    Current Assets

                	 	 	
                  7,020
                    

                	 	 	
                  36,565
                    

                	 	 	
                  -
                    

                	 	 	
                  43,585
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  OTHER
                    ASSETS

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Goodwill

                	 	 	
                  -
                    

                	 	 	
                  -
                    

                	 	 	
                  1,619,350
                    

                	 	 	
                  1,619,350
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Total
                    Other Assets

                	 	 	
                  -
                    

                	 	 	
                  -
                    

                	 	 	
                  1,619,350
                    

                	 	 	
                  1,619,350
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TOTAL
                    ASSETS

                	 	
                  $

                	
                  7,020

                	 	
                  $

                	
                  36,565

                	 	
                  $

                	
                  1,619,350

                	 	
                  $

                	
                  1,662,935

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  LIABILITIES
                    AND STOCKHOLDERS' EQUITY (DEFICIT)

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  CURRENT
                    LIABILITIES

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Note
                    payable

                	 	
                  $

                	
                  84,000

                	 	
                  $

                	
                  -

                	 	
                  $

                	
                  -

                	 	
                  $

                	
                  84,000

                	 
	
                  Officer
                    loan

                	 	 	
                  12,000
                    

                	 	 	 	 	 	 	 	 	
                  12,000
                    

                	 
	
                  Accounts
                    payable and accrued liabilities

                	 	 	
                  31,000
                    

                	 	 	
                  35,915
                    

                	 	 	 	 	 	
                  66,915
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Total
                    Current Liabilities

                	 	 	
                  127,000
                    

                	 	 	
                  35,915
                    

                	 	 	
                  -
                    

                	 	 	
                  162,915
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  LONG
                    TERM LIABILITIES

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Commitments

                	 	 	
                  631,556
                    

                	 	 	 	 	 	 	 	 	
                  631,556
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Total
                    Long Term Liabilities

                	 	 	
                  631,556
                    

                	 	 	
                  -
                    

                	 	 	
                  -
                    

                	 	 	
                  631,556
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  STOCKHOLDERS'
                    EQUITY (DEFICIT)

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Preferred
                    stock, $.001 par value; 20,000,000 shares

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  authorized;
                    0 shares issued and outstanding

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Common
                    stock, $.001 par value; 50,000,000 shares

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  authorized;
                    45,094,250 shares issued and outstanding

                	 	 	
                  45,094
                    

                	 	 	 	 	 	
                  3,000
                    

                	 	 	
                  48,094
                    

                	 
	
                  Additional
                    paid-in capital

                	 	 	
                  6,050,863
                    

                	 	 	 	 	 	
                  1,616,350
                    

                	 	 	
                  7,667,213
                    

                	 
	
                  Accumulated
                    earnings (deficit)

                	 	 	
                  (6,847,493

                	
                  )

                	 	
                  650
                    

                	 	 	 	 	 	
                  (6,846,843

                	
                  )

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Total
                    stockholders' equity (deficit)

                	 	 	
                  (751,536

                	
                  )

                	 	
                  650
                    

                	 	 	
                  1,619,350
                    

                	 	 	
                  868,464
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                	 	
                  $

                	
                  7,020

                	 	
                  $

                	
                  36,565

                	 	
                  $

                	
                  1,619,350

                	 	
                  $

                	
                  1,662,935

                	 


        



    

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

    
      SNAP2
        CORPORATION AND SUBSIDIARIES

      NOTES
        TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

      FINANCIAL
        STATEMENTS

      


      


      


      The
        following unaudited pro forma adjustments are included in the accompanying
        unaudited pro forma condensed consolidated balance sheet as of March 31,
        2004
        and the unaudited pro forma condensed consolidated statements of operations
        for
        the six months ended March 31, 2004 and for the year ended September 30,
        2003,
        to reflect the combination of Snap2 Corporation and Call Now America Prepaid
        Company, L.L.C.

      


      	A.  	
              To
                record the issuance of stock and purchase of the Company’s
                assets.

            


      




     

     

    
 

    
      
         

      

      
        5