exhibit103


    


    


    


    


    


    


    


    


    


    


    


    


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

    (A
      LIMITED LIABILITY COMPANY)

    


    FINANCIAL
      STATEMENTS

    MARCH
      31, 2004

    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    (A
      LIMITED LIABILITY COMPANY)

    FINANCIAL
      STATEMENTS

    MARCH
      31, 2004

    


    INDEX
      TO FINANCIAL STATEMENTS

    


    


    


     PAGE(S)

    


    Report
      of
      Independent Registered Public Accounting
      Firm                                                                                                           
      1

    


    Financial
      Statements

    


    Balance
      Sheet as of March 31,
      2004                                                                                                                                   
      2

    


    Statement
      of Income for the three months ended

    March
      31,
      2004                                                                                                                                                                      
      3

    


    Statement
      of Members’ Equity for the three months ended

    March
      31,
      2004                                                                                                                                                                     
      4 

    


    Statement
      of Cash Flows for the three months ended

    March
      31,
      2004                                                                                                                                                                     
      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
      reviewed the accompanying balance sheet of Call Now America Prepaid Company,
      L.L.C. (the “Company”) as of March 31, 2004 and the related statements of
      income, members’ equity, and cash flows for the three months then ended. These
      interim financial statements are the responsibility of the Company’s
      management.

    


    We
      conducted our review in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). A review of interim financial
      information consists principally of applying analytical procedures and making
      inquiries of persons responsible for financial and accounting matters. It is
      substantially less in scope than an audit in accordance with standards of the
      Public Company Accounting Oversight Board, the objective of which is the
      expression of an opinion regarding the financial statements taken as a whole.
      Accordingly, we do not express such an opinion.

    


    Based
      on
      our review, we are not aware of any material modifications that should be made
      to the financial statements referred to above in order for them to be in
      conformity with U.S. generally accepted accounting principles. 

    


    


    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

    MARCH
      31, 2004

     

     

     

    


    ASSETS

      
        	
                CURRENT
                  ASSETS

              	 	 	 	 
	
                Cash
                  and cash equivalents

              	 	
                $

              	
                12,800

              	 
	
                Accounts
                  receivable

              	 	 	
                8,325
                  

              	 
	
                Inventory

              	 	 	
                15,440
                  

              	 
	 	 	 	 	 
	
                Total
                  current assets

              	 	 	
                36,565
                  

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                TOTAL
                  ASSETS

              	 	
                $

              	
                36,565

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                LIABILITIES
                  AND MEMBERS' EQUITY

              	 	 	 	 
	 	 	 	 	 
	
                CURRENT
                  LIABILITIES

              	 	 	 	 
	
                Accounts
                  payable

              	 	
                $

              	
                35,915

              	 
	 	 	 	 	 
	
                Total
                  current liabilities

              	 	 	
                35,915
                  

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                MEMBERS'
                  EQUITY

              	 	 	
                650
                  

              	 
	
                 

              	 	 	 	 
	
                TOTAL
                  LIABILITIES AND MEMBERS' EQUITY

              	 	
                $

              	
                36,565

              	 


      
 

     

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

    
 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

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

    STATEMENT
      OF INCOME

    THREE
      MONTHS ENDED MARCH 31, 2004

     

     

    

      
        	
                REVENUES

              	 	
                $

              	
                21,125

              	 
	 	 	 	 	 
	
                COST
                  OF SALES

              	 	 	
                20,475
                  

              	 
	 	 	 	 	 
	
                GROSS
                  PROFIT

              	 	 	
                650
                  

              	 
	 	 	 	 	 
	
                NET
                  INCOME

              	 	
                $

              	
                650

              	 


      



     

    
       

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

      
 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

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

      THREE
        MONTHS ENDED MARCH 31, 2004

       

      

        
          	
                  MEMBERS'
                    EQUITY - Beginning of Period

                	 	
                  $

                	
                  6,994

                	 
	 	 	 	 	 
	
                  Distribution
                    to Member - net

                	 	 	
                  (6,994

                	
                  )

                
	 	 	 	 	 
	
                  Net
                    income

                	 	 	
                  650
                    

                	 
	 	 	 	 	 
	
                  MEMBERS'
                    EQUITY - End of Period

                	 	
                  $

                	
                  650

                	 


        

      

       

       

      
         

        
           

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

          
 

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

        

      

    

     

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

      THREE
        MONTHS ENDED MARCH 31, 2004

       

       

      

        
          	
                  CASH
                    FLOWS FROM OPERATING ACTIVITIES

                	 	 	 	 
	
                  Net
                    income

                	 	
                  $

                	
                  650

                	 
	 	 	 	 	 
	
                  Adjustments
                    to reconcile net income to net cash

                	 	 	 	 
	
                  provided
                    by operating activities:

                	 	 	 	 
	
                  Changes
                    in assets and liabilities:

                	 	 	 	 
	
                  Increase
                    in accounts receivable 

                	 	 	
                  (8,325

                	
                  )

                
	
                  Increase
                    in inventory

                	 	 	
                  (15,440

                	
                  )

                
	
                  Increase
                    in accounts payable 

                	 	 	
                  35,915
                    

                	 
	
                  Total
                    adjustments

                	 	 	
                  12,150
                    

                	 
	 	 	 	 	 
	
                  Net
                    cash used in operating activities

                	 	 	
                  12,800
                    

                	 
	 	 	 	 	 
	
                  CASH
                    FLOWS FROM FINANCING ACTIVITIES

                	 	 	 	 
	
                  Distributions
                    to Member - net

                	 	 	
                  (6,994

                	
                  )

                
	 	 	 	 	 
	
                  Net
                    cash provided by financing activities

                	 	 	
                  (6,994

                	
                  )

                
	 	 	 	 	 
	
                  INCREASE
                    IN CASH AND CASH EQUIVALENTS

                	 	 	
                  5,806
                    

                	 
	 	 	 	 	 
	
                  CASH
                    AND CASH EQUIVALENTS - BEGINNING OF PERIOD

                	 	 	
                  6,994
                    

                	 
	 	 	 	 	 
	
                  CASH
                    AND CASH EQUIVALENTS - END OF PERIOD

                	 	
                  $

                	
                  12,800

                	 


        

      

    

     

    
       

      
         

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

        
 

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

    

    

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

      (A
        LIMITED LIABILITY COMPANY)

      NOTES
        TO THE FINANCIAL STATEMENTS

      MARCH
        31, 2004

      


      NOTE
        1-               
        NATURE
        OF BUSINESS AND SUMMARY OF SIGNIFICANT

      ACCOUNTING
        POLICIES:

       

      Call
        Now
        America Prepaid Company, L.L.C. 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 March 31, 2004.

      


      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 March 31, 2004.

      


      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)

      MARCH
        31, 2004

      


      


      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. This Statement also addresses how goodwill and other intangible
        assets should be accounted for after they have been initially recognized
        in the
        financial statements. The Company reported no goodwill at March 31,
        2004.

      


      


      


      


      


      


      


      


      


      


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

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

      (A
        LIMITED LIABILITY COMPANY)

      NOTES
        TO THE FINANCIAL STATEMENTS (CONTINUED)

      MARCH
        31, 2004

      


      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)

      MARCH
        31, 2004

      


      


      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 under the United States Securities
        and Exchange Commission Rule 144, which regulates the timing and quantity
        of
        shares of the Purchaser that can be sold by the Seller. 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