SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-KSB

Mark One

[X]                ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(D) OF THE SECURITIES                     EXCHANGE OF 1934

FOR THE FISCAL YEAR ENDED:   September 30, 2003

OR

[]                TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES                    EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO N/A

Commission File Number 0-26839

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the Registration (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange  Act of 1934 during the preceding 12 months (or for such shorterperiod that the Registrant was required to files such reports), and (2) has been subject to such filing requirements for the past90 days. (1) X YES as to filing;  (2) X Yes as to requirement.

As of September 30, 2003, and currently, the Registrant has outstanding approximately26,942,500 shares of common stock ($.001 par value).

Transitional Small Business Disclosure Format (check one):  Yes  [ ]    No  [X]

TABLE OF CONTENTS TO ANNUAL REPORTON FORM 10-KSBYEAR ENDED SEPTEMBER 30, 2003

PART I

Page Number

Item 1.

Description of Business

3

Item 2.

Description of Property

5

Item 3.

Legal Proceedings

5

Item 4.

Submission of matters to a Vote of Security Holders

6

PART II

Item 5.

Market for Registrant's Common Equity & Related Stockholders' Matters

6

Item 6.

Management's Discussion & Analysis of Financial Condition & Results ofOperations

6

Item 7.

Financial Statements

9

Item 8.

Changes in and Disagreements with Accountants on Accounting & FinancialDisclosure

10

PART III

Item 9.

Directors & Executive Officers, Promoters & Control Persons, Compliance withSection 16 (a) of the Exchange Act

10

Item 10.

Executive Compensation

11

Item 11.

Security Ownership of Certain Beneficial Owners & Management

11

Item 12.

Certain Relationships & Related Transactions

12

Item 13.

Exhibits & Reports on Form 8-K

14

 

PART I.

ITEM1.                DESCRIPTION OF BUSINESS

GENERAL

The Company operates from 2000 West Commercial Boulevard, Suite 133, Ft. Lauderdale,Florida  33309.

BUSINESS OF ISSUER

Following re-organization the Company has no products for sale.

EMPLOYEES

The Company has no full time employees.  The Company's President has agreed toallocate a portion of his time to the activities of the Registrant, without compensation.  The President anticipates that thebusiness plan of the Company can be implemented by his devoting approximately 10 hours per month to the business affairs of theCompany and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.

ITEM2.                DESCRIPTION OF PROPERTIES

The Company has no significant assets, property, or operating capital.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to, nor are its properties the subject of, any pending legalproceedings and no such proceedings are known to the Company to be threatened or contemplated by or against it.

ITEM4.                SUBMISSION OF MATTERS TO A VOTE OFSECURITY HOLDERS

No matter was submitted to a vote of the security holders during the 4th quarter of thefiscal year covered by this report.

PART II

ITEM5.                MARKET FOR REGISTRANT'S COMMON EQUITY& RELATED STOCKHOLDER MATTERS

Market Information

The Company is authorized to issue 50,000,000 shares of its $0.001 par value common stockand 20,000,000 shares of its $0.0001 par value preferred stock.  As of September 30, 2003, the Company had 26,942,500 issuedand outstanding shares of common stock.

The Company's common stock is traded on the OTC Electronic Bulletin Board sponsored by theNational Association of Securities Dealers under the trading symbol "SPTO."  The Electronic Bulletin Board is a network ofsecurity dealers who buy and sell stock. The dealers are connected by a computer network which provides information on current"bids" and "asks" as well as volume information.

As of September 30, 2003 the Company had approximately 998 common stock shareholders andone shareholder of its preferred stock and there has been only a limited public market for the Company's common stock.  Thefollowing table shows, for the periods indicated, the high and low per share prices of common stock, as reported on the OTCElectronic Bulletin Board. Such prices represent prices between dealers, do not include retail mark-ups,  mark downs orconversions and may not represent actual transactions. No information is provided for periods prior to the effective date of themerger of ISES with and into the Company, which merger was effective February 28, 2000.

Period Ended                                      High                      Low

March 31, 2000 (onemonth)                $5.625                    $3.937

June 30, 2000                                        $4.50                      $1.875

September 30, 2000                               $3.875                    $0.937

December 31, 2000                               $1.875                    $0.375

March 31, 2001                                   $1.5625                  $0.4688

June 30, 2001                                      $1.07                      $0.35

September 30, 2001                               $0.90                      $0.40

On December 31, 2001, the closing bid and ask prices of the common stock as reported onthe OTC  Electronic  Bulletin  Board were $0.20 and $0.21, respectively.

The Company has never declared or paid cash dividends on its capital stock. It isanticipated that the Company would retain its future earnings, if any, to fund the operation and expansion of its business andmanagement does not anticipate paying any cash dividends in the foreseeable future.

Effective February 28, 2000, SNAP2 Corporation (f/k/a White Rock Enterprises, Ltd.) (theCompany) merged with ISES Corporation (ISES), with the Company as the surviving corporation. At the date of the merger, the Companywas a "shell company" as the Company had no assets or liabilities, had generated no revenues since inception and had incurred totalexpenses of $6,100 since its inception on October 8, 1998. The merger transaction has been accounted for as a reverse acquisition.In such a transaction, the operating enterprise (ISES) is determined to be the acquiring enterprise for financial reportingpurposes. The historical financial statements of ISES are presented as the historical financial statements of the combinedenterprise. The equity of ISES is presented as the equity of the combined enterprise, however, the capital stock account of ISES isadjusted to reflect the par value of the outstanding stock of the Company after giving effect to the number of shares issued inmerger. For periods prior to the merger, the equity of the combined enterprise is the historical equity of ISES prior to the mergerretroactively restated to reflect the number of shares received in the merger.

In connection with the merger of ISES with and into the Company, the Acquisition Agreementand Plan of Merger (previously filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed March 1, 2000) provided forthe issuance of 10,000,000 shares of common stock and 10,000 shares of convertible preferred stock for 100% of the outstandingshares of ISES. The convertible preferred stock automatically converts to 10,000,000 shares of common stock on February 28, 2002.Also in connection with the merger, an additional 2,200,000 shares of common stock were issued to others in exchange for locatinginvestors and a commitment to raise $2,000,000 to fund the Company's working capital needs and general corporate purposes. As ofSeptember 30, 2001, $615,650 of the $2,000,000 had been received and recorded as additional paid-in capital. Management believesthat it is unlikely that any additional capital will be provided by those entities, and is in the process of attempting to recoveras many of those shares as possible.  As of September 30, 2001, approximately 1,097,000 shares have been surrendered by theseentities in lieu of additional  capital contributions. The Company has not taken action to either establish these shares astreasury stock or to cancel them and return them to authorized but unissued shares.  Accordingly, the shares are outstandingin the names of the original owners on the Company's stock records.  The Company plans to cancel these shares and return themto authorized but unissued shares.

Holders

At September 30, 2003, there were approximately 998 holders of record of the Company'scommon stock.  As of September 30, 2003, there were approximately 26,942,500 shares outstanding.

Dividends

The Company ceased operations during the twelve months ended September 30, 2003,therefore, no meaningful comparatives are available.

ITEM6.                MANAGEMENT'S DISCUSSION & ANALYSISOF FINANCIAL CONDITION & RESULTS                                OF OPERATIONS

Revenues

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

Cost of Revenue

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

Gross Profit

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

Research and Development

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

Sales and Marketing

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

General and Administrative

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

Interest Expense

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

Twelve Months Ended September 30, 2003

Revenues

The Company ceased operations duringthe nine months ended December 31, 2003, therefore, no meaningful comparativesare available.

Cost of Revenue

The Company ceased operations duringthe nine months ended December 31, 2003, therefore, no meaningful comparativesare available.

Gross Profit

The Company ceased operations duringthe nine months ended December 31, 2003, therefore, no meaningful comparativesare available.

Research and Development

The Company ceased operations duringthe nine months ended December 31, 2003, therefore, no meaningful comparativesare available.

Sales and Marketing

The Company ceased operations duringthe nine months ended December 31, 2003, therefore, no meaningful comparativesare available.

General and Administrative

The Company ceased operations duringthe nine months ended December 31, 2003, therefore, no meaningful comparativesare available.

Interest Expense

The Company ceased operations duringthe nine months ended December 31, 2003, therefore, no meaningful comparativesare available.

Gain on Sale and License of IFE Assets

The Company ceased operations duringthe nine months ended December 31, 2003, therefore, no meaningful comparativesare available.

Liquidity and Capital Resources

Since its inception, the Company hasexperienced losses from operations and negative cash flows.  At December31, 2003, the Company had an accumulated deficit of $1,541,698 and astockholders' deficit of $110,943.  The Company was not able to pay itsobligations as they became due.  Therefore, all Directors recruited and newmanagement was recruited to identify new merger candidates.

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

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

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

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

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

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

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

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

Additional Funding Needed

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

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

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

The Company Expects to Incur Operating and Net Losses

The Company has a limited operating history, has incurred significant losses in the pastyear and, at September 30, 2003, had an accumulated deficit of $1,541,698 and a stockholders' deficit of $110,943.

Volatility of Stock Price

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

ITEM7.                FINANCIAL STATEMENTS

 
**SNAP2 CORPORATION**
**FINANCIAL STATEMENTS**

**FISCAL YEAR ENDING**

**SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002**

SNAP2 CorporationBalance Sheets

September 30, 2003

September 30, 2002

ASSETS

Cash

$         0

$  47,107

Accounts receivable

0

196,729

Prepaid expenses

          0

    8,058

               Current assets

0

251,894

Equipment, net of $87,453 accumulated depreciation

0

35,651

Other assets

          0

     300

                               Total assets

$          0 ======

$287,845 =======

LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts Payable

$ 90,000

$     69,014

Line of credit

0

160,000

Accrued payroll and related liabilities

0

238,752

Accrued royalties

0

33,000

Accrued interest payable

0

21,465

Deferred income

0

31,031

Current portion of long-term debt

          0

113,000

               Current liabilities

90,000

666,262

Long-term debt, net of current portion

0

111,615

Deferred compensation, fair value of stock options

           0

694,575

               Total liabilities

90,000

1,472,452

STOCKHOLDERS' EQUITY:

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

 26,943

 26,943

Additional paid-in capital

1,953,246

1,450,239

Retained earnings of deficit

(2,070,189)

(2,642,305)

Unearned compensation

                  0

     (19,484)

               Total stockholders' Equity

(90,000)

(1,184,607)

Total liabilities and stockholders' Equity

$              0 ========

$   287,845 ========

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

SNAP2 CorporationStatements of Operations

Fiscal Year EndedSeptember 30, 2003

Fiscal Year EndedSeptember 30, 2002

REVENUE

$              0

$  1,900,939

Cost of Revenue

               0

       902,952

Gross Profit

0

997,987

Operating Expenses

    Research and development

0

288,387

    Sales and marketing

0

156,589

    General and administrative expenses

6,000

539,613

    Compensation – stock issues at less than fair value

0

25,085

    Compensation – options at fair value

                0

      694,575

               Operating expenses

6,000

1,704,249

Other income and expenses

Interest expense

0

(44,460)

Gain on sale of equipment

0

998

Gain on sale of technical assets

               0

     300,000

               Comprehensive income (loss)

$     (6,000) ========

$   (449,724) ========

Retained earnings, beginning of year

(2,661,789)

(2,238,981)

2003 income prior to reverse merger credited directly

   597,600

                0

Retained earnings, end of year

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

$  (2,661,789) =========

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

 $          0.00 =======

 $          (0.02) =========

Weighted average shares outstanding

    Basic and fully diluted

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

23,378,508 =========

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

SNAP2 CORPORATIONSTATEMENT OF CHANGES IN STOCKHOLDERS' EQUITYFROM OCTOBER 1, 2001 TO SEPTEMBER 30, 2003

Common Stock

Convertible preferred Stock

Additionalpaid-in capital

Shares

Amount
SharesAmount
Balance, October 1, 2001

17,856,000

$

17,856

10,000

$

10

$

1,457,209

Mandatory conversion of preferred

0

0

0

stock, February 2002

10,000,000

10,000

(10,000)

(10)

(9,990)

Surrender of common stock on unfounded raising of capital

(1,221,000)

(1,221)

0

0

1,221

Issuance of common stock for settlement

of accounts payable

307,500

308

0

0

1,799

Cancellation of stock options

0

0

0

0

0

Net gain (loss)

                 0

              0

              0

              0

              0

Balance, September 30, 2002

26,942,500

26,943

0

0

1,450,239

Gain on reorganization

                 0

              0

              0 

              0

    503,007

Balance, September 30, 2003

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

$

26,943 =======

0 =========

$

0 =========

$

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

Cumulative

Income (Loss)

Stockholders'
Equity
Balance, October 1, 2001

$

(2,238,981)

$

(763,906)

Mandatory conversion of preferred

0

0

stock, February 2002

0

0

Surrender of common stock on unfounded raising of capital

0

0

Issuance of common stock for settlement

of accounts payable

0

2,107

Cancellation of stock options

26,916

26,916

Net gain (loss)

(449,724)

(449,724)

Balance, September 30, 2002

(2,661,789)

(1,184,607)

Net loss subsequent to reortanization

(6,000)

(6,000)

Gain on reorganization

0

503,007

2003 pre-reorganization credits to retained earnings

597,600

597,600

Balance, September 30, 2003

$

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

$

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

The accompanying notes are an integral part of these financialstatements

SNAP2 CORPORATIONSTATEMENTS OF CASH FLOWS
Year ended September 30, 2003Year ended September 30, 2002
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

Net Income (Loss)

$

(6,000)

$

(449,724)

Adjustments to reconcile net loss to cash used by operatingactivity

0

0

Depreciation

0

22,506

Amortization

0

7,204

Gain on sale of equipment

0

(998)

Gain on sale of technology assets

0

(300,000)

Compensation expense related to common stock issuance at less than fairvalue

0

25,085

Compensation expense related to fair value of vested stockoptions

0

694,575

(Increase ) decrease in accounts receivable

0

(52,935)

(Increase ) decrease in other assets

0

(8,058)

Increase (decrease) in accounts payable and accrued expenses

6,000

(143,983)

Increase (decrease) in deferred revenues

                  0

        (15,778)

          NET CASH PROVIDEDBY           OPERATING ACTIVITIES

0

(222,106)

CASH FLOWS USED BY INVESTING ACTIVITIES

Cash received from sale of property and equipment

0

1,500

Cash received from sale of technology assets

0

300,000

Purchases of property and equipment

                  0

        (3,079)

          NET CASH USEDBY           INVESTING ACTIVITIES

0

298,421

CASH FLOWS FROM FINANCING ACTIVITIES

Net activity on short-term line of credit

                 0

       (40,000)

          NET CASH PROVIDEDBY           FINANCING ACTIVITIES

                 0

      (40,000)

          NET INCREASE INCASH

0

36,315

CASH AT BEGINNING OF PERIOD

47,107

10,792

Cash absorbed in reorganization

     (47,107)

                 0

          CASH AT END OFPERIOD

$

0 =========

$

47,107 =========

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

SNAP 2 CORPORATION NOTES TO THE FINANCIAL STATEMENTSSEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
NOTEA                SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

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

The Company adopted September 30 as its fiscal year end.

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

NOTE B                EARNINGS (LOSS) PER SHARE

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

NOTE C                REORGANIZATION JANUARY 1,2003

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

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

The pre-reorganization operating incomeof $597,600 was credited directly to retained earnings.  The net value ofassets and liabilities assumed by others of $503,007 was applied as an increasein additional paid-in capital.

The reorganization was accounted forand reported as a reverse merger.

 

ITEM8.                CHANGES IN & DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING &

FINANCIAL DISCLOSURE

The Company is not aware, and has not been advised by its auditors, of any disagreement onany matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure

PART III

ITEM9.                DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS,                              COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Directors and Officers of the Company are as follows:

Name

Age

Positions and Offices Held

William O’Keef

40

President

Involvement in Certain Legal Proceedings

None of the director/officers have been involved in any material legal proceedings whichoccurred within the last five years of any type as described in Regulation S-K.

Compliance With Section 16(a) of the Exchange Act

The Company does not have a class of equity securities registered pursuant to Section 12of the Exchange Act.  As a result, no reports are required to be filed pursuant to Section 16(a).

ITEM 10. EXECUTIVE COMPENSATION

During the last fiscal year, the Company's officer and director did not receive anysalary, wage or other compensation.  During the current fiscal year the Company has no present plans or means to paycompensation to its officers and directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS &MANAGEMENT

The following table sets forth each person known to SNAP2 CORPORATION, as of September 30,2003, to be a beneficial owner of five percent (5%) or more of SNAP2 CORPORATION common stock, by SNAP2 CORPORATION directorsindividually, and by all of the TUNDRA RESOURCES, INC.'s directors and executive officers as a group.  Each person has solevoting and investment power with respect to the shares shown.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS

Title of Class

Name of Owner

Shares Beneficially Owned

Percentage of Ownership

Common

None

None

0%

SECURITY OWNERSHIP OF MANAGEMENT

Title of Class

Name of Beneficial Owner

Amount and Nature of Beneficial Owner

Percentage of Class

Common

None

None

0%

ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

None.

ITEM 13. EXHIBITS AND REPORTS ON FROM 8-K

EXHIBITS.

None

(b)                REPORTS ON FORM8-K.

A Form 8-K was filed on September 3, 2003, accession number 0001117768-03-000084 andincorporated herein by this reference.

SIGNATURES

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

**SNAP2 CORPORATION**

Dated:  January 29, 2004

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

I, William O’Keef, certify that:

1.             I have reviewedthis annual report on Form 10K-SB of Snap2 Corporation;

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

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

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

a)                designed such disclosurecontrols and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this annual report is beingprepared;

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

c)               presented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

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

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

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

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

Dated:  January 29, 2004

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

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

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

The financial statements filed with the report on Form 10-KSB for the period endedSeptember 30, 2003 fully comply with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 and thatthe information contained in said periodic report fairly presents, in all material respects, the financial condition and results ofoperations of Snap2 Corporation.

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

Dated:  January 29, 2004

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