**SECURITIES
AND EXCHANGE COMMISSION**
 WASHINGTON,
D.C. 20549
 
 **FORM
10-KSB/A**
 
 (Mark
one)
 [X]
Annual Report Under Section 13 or 15(d) of Securities Exchange Act of 1934
 
 **For
the Fiscal Year ended September 30, 2003**
 
 [ ]
Transition Report Under section 13 or 15(d) of the Securities Exchange Act of
1934
 
 for the
transition period from ______________ to ___________________
 **
 *Commission
File Number 0-26839*
 
 **SNAP2
CORPORATION**
 (Name of
small business issuer in its charter)
 
 NEVADA                                                                                       
      88-0407246
      (State
      of
      Incorporation)                                                    
      (I.R.S. Employer Identification No.)
 
 101 Plaza
Real SouthSuite
210Boca
Raton, FL 33432
(Address of Principal Executive Offices) (Zip Code)
 
 (561)
368-4700
 (Registrant's
telephone number, including area code)
 
 Securities
registered under Section 12(b) of the Exchange Act: None
 
 Securities
registered under Section 12(g) of the Exchange Act: Common Stock
 $0.001
par value
 
 Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
 
 Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
 
 Issuer's
revenues for its most recent fiscal year : $0
 
 The
approximate aggregate market value of voting stock held by non-affiliates of the
registrant as of April 11,
2005 was $
524,396 (based on the last reported sale price of $0.35 per share on April 11,
2005).
 
 The
number of shares of the registrant's common stock outstanding as of April 11,
2005 was 49,294,250
 
 Transitional
Small Business Disclosure Format (check one): Yes [ ] No [X]
  1
 ***Table of Contents***
   **TABLE OF CONTENTS**
 ******

PagePART
      IItem
      1:
    Description of Business
    2Item
      2:
    Description of Property
    3Item
      3:
    Legal Proceedings
    3Item
      4:
    Submission of Matters to a Vote of Security
      Holders
    4PART
      IIItem
      5:
    Market for Common Equity and Related Stockholder Matters
    4Item
      6:
    Management’s Discussion and Analysis or Plan of
      Operation
    4Item
      7:
    Financial Statements
    6Item
      8:
    Changes In and Disagreements With Accountants on Accounting
      and Financial Disclosure
    17Item
      8A:
    Controls and Procedures
    17PART
      IIIItem
      9:
    Directors, Executive Officers, Promoters and Control
      Persons; Compliance With Section 16(a) of the Exchange
    Act
    17Item
      10:
    Executive Compensation
    18Item
      11:
    Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
    18Item
      12:
    Certain Relationships and Related
      Transactions
    18Item
      13:
    Exhibits
    19Item
      14:
    Principal Accountant Fees and Services
    19**
 
 2
 ***Table of Contents***
 ****
 **CAUTIONARY
STATEMENT ON FORWARD-LOOKING STATEMENTS.**
 
 Certain
statements contained in this annual filing, including, without limitation,
statements containing the words "believes", "anticipates", "expects" and words
of similar import, constitute forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.
 
 Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous filings.
 
 Given
these uncertainties, readers of this Form 10-KSB/A and investors are cautioned
not to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.
 
 3
 ***Table of Contents***
 
  **PART
I**
 
 **ITEM 1: DESCRIPTION OF BUSINESS**
 
 **GENERAL.**
 
 The
Company was incorporated on October 8, 1998 under the laws of the State of
Nevada originally for the purpose of developing and marketing its only product,
a boot dryer that dries both boots and shoes for commercial and consumer use.
Effective February 28, 2000 the Company merged with ISES Corporation (an Iowa
corporation originally incorporated on May 14, 1997) ("ISES") with the Company
being the survivor. In connection with the merger, the Company disposed of its
boot dryer product to the original owner. The Company's name was subsequently
changed to SNAP2 Corporation pursuant to Articles of Amendment filed July 12,
2000.
 
 Prior to
March 31, 2003 SNAP2 Corporation (f/k/a White Rock Enterprises, Ltd.) (the
"Company") was a software product developer and software service provider for
in-flight entertainment systems (IFE) for passenger aircraft and interactive
set-top boxes (STB) for interactive television. As of March 2003 the Company
discontinued all prior operations.
 
 The
Company is registered with the SEC as SNAP2 Corporation and is traded on the
over-the-counter bulletin board: OTCBB:SPTO.
 
 On
December 3, 2003, the Company acquired Digital Marketing Networks, LLC and Ez
Direct Marketing, Inc. through a share for share exchange. Digital Marketing
Networks, LLC is a software company concentrating in internet sales. Ez Direct
Marketing, Inc is a marketing company focusing on retail sales. Additionally, on
April 19, 2004, the Company acquired the assets of Call Now America Prepaid
Corporation. Call Now America sells prepaid phone services.
 
 Digital
Marketing Networks, LLC was an inactive company and had no assets or
liabilities. Digital Marketing Networks was acquired for its president’s ideas
and its contacts.
 
 Ez Direct
Marketing, Inc. was an inactive company and had no assets or liabilities. Ez
Direct Marketing, Inc. was acquired for its president’s ideas, its contacts and
customer lists.
 
 Call Now
America Prepaid, LLC distributes prepaid phone cards for the domestic,
international and wireless markets in Florida, Georgia, New York and Texas
through distributors in each of the respective states.
 
 **AMENDMENT
AND RETATEMENT**
 
 As of
March 31, 2003 the Company has discontinued its operations The Company has
restated its previously issued financial statements for the year ended September
30, 2003 and 2002 to take effect for the disposal of its business. Additionally,
in the initial 10-KSB for this period the Company did not have an independent
audit of its financial statements by an independent certified public accountant.
The Companies 9/03 financials were not audited and no auditor's report on either
9/03 or 9/02 was included in the initial 9/03 10-KSB filing and, accordingly,
such filing did not comply with the SEC's rules and regulations.
 
 **OPERATIONS**
 
 The
Company operates from 2000 West Commercial Blvd., Fort Lauderdale, FL
33309
 
 **PRODUCTS**
 
 Prior to
March 31, 2003 the Company marketed software applications for the in flight
entertainment and interactive television markets. On March 31, 2003 the Company
discontinued marketing of its applications for the in flight entertainment and
interactive television markets and discontinued its operations. As of this time
the Companies primary product is pre-paid phone cards.
 
 **REVENUES**
 
 The
Company's revenues of $465,487, prior to March 31, 2003, were derived from
software and engineering consulting services provided to interactive television
equipment manufacturers and technology providers, and software license fees and
renewals of its SNAP2 Travel Kit Games for the IFE market. On March 31, 2003 the
Company discontinued all operations. As of this time the Companies primary
revenues are derived for its sales of pre-paid phone cards.
 
 
 **RESULTS
OF OPERATIONS**
 
 As of
March 31, 2003 the Company has discontinued its operations. New operations of
the company commenced in December of 2003.
 
 
 4
 ***Table of Contents***
 
 **EMPLOYEES**
 
 At
September 30, 2003, the Company had no full time employees. The Company's
President has agreed to allocate a portion of his time to the activities of the
Registrant, without compensation.  The President anticipates that the
business plan of the Company can be implemented by his devoting approximately 10
hours per month to the business affairs of the Company and, consequently,
conflicts of interest may arise with respect to the limited time commitment by
such officer.
 
 **ITEM 2: DESCRIPTION OF PROPERTY**
 
 **MAIN
OFFICE**
 
 As of
September 30, 2003 the Company has no significant assets, property or operating
capital. The company operates from offices in Fort Lauderdale,
Florida.
 
 **ITEM 3: LEGAL PROCEEDINGS**
 
 The
Company currently is not aware of any pending legal proceeding to which the
Company is a party or to which any of its property is subject, other than
routine litigation that is incidental to its business. The Company currently is
also not aware that any governmental authority is contemplating any legal
proceeding against the Company or any of its property.
 
 **ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 No
matters were submitted to a vote of shareholders of the Company, through
solicitation of proxies or otherwise, during the three months ended September
30, 2003.
 
 5
 ***Table of Contents***
 
  **PART
II**
 
 **ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**
 
 The
Company is authorized to issue 50,000,000 shares of its $0.001 par value common
stock and 20,000,000 shares of its $0.001 par value preferred stock. As of
September 30, 2003, the Company had 4,994,250 issued and outstanding shares of
common stock.
 
 The
Company's common stock is traded on the OTC Electronic Bulletin Board sponsored
by the National Association of Securities Dealers under the trading symbol
"SPTO." The Electronic Bulletin Board is a network of security 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.
 
 **HOLDERS**
 
 As of
September 30, 2003 the Company had approximately  998
common stock shareholders of record and there has been only a limited public
market for the Company's common stock. The following table shows, for the
periods indicated, the high and low per share prices of common stock, as
reported on the OTC Electronic Bulletin Board. Such prices represent prices
between dealers, do not include retail mark-ups, mark downs or conversions and
may not represent actual transactions.
 
 **HIGH
LOW**
 
 PeriodEnded                                                  
      High                                           Low
      
      March
      31,
      2001                                            
       $1.56                                            
      $0.46
      June
      30,
      2001                                               
       $1.07                                           
       $0.35
      September
      30,
      2001                                     
       $0.90                                             $0.40
      December
      31,
      2001                                      
       $0.49                                           
       $0.17
      March
      31,
      2002                                            
       $0.41                                             $0.20
      June
      30,
      2002                                               
       $0.25                                            
      $0.09
      September
      30,
      2002                                    
       $0.08                                           
       $0.03
      December
      31,
      2002                                     
       $0.08                                           
       $0.03
      March
      31,
      2003                                           
       $0.08                                            
      $0.03
      June
      30,
      2003                                               
      $0.10                                             $0.10
      September
      30,
      2003                                   
       
      $0.11                                           
       $0.11
   6
 ***Table of Contents***
 **DIVIDEND
POLICY**
 
 The
Company has never declared or paid cash dividends on its capital stock. It is
anticipated that the Company would retain its future earnings, if any, to fund
the operation and expansion of its business and management does not anticipate
paying any cash dividends in the foreseeable future.
 
 **ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**
 
 THE
FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL
STATEMENTS AND NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION
APPEARING ELSEWHERE IN THIS REPORT.
 
 
 **INTRODUCTION**
 
 Prior to
March 31, 2003 Snap2 Corporation (f/k/a White Rock Enterprises, Ltd.) (the
"Company") was a software product developer and software service provider for
in-flight entertainment systems (IFE) for passenger aircraft and interactive
set-top boxes (STB) for interactive television. As of March 2003 the Company
discontinued all prior operations. Accordingly, historical results of operations
are not indicative of and should not be relied upon as an indicator of future
performance.
 
 On
December 3, 2003, the Company acquired Digital Marketing Networks, LLC and Ez
Direct Marketing, Inc. through a share for share exchange. Digital Marketing
Networks, LLC is a software company concentrating in internet sales. Ez Direct
Marketing, Inc is a marketing company focusing on retail sales. Additionally, on
April 19, 2004, the Company acquired the assets of Call Now America Prepaid
Corporation. Call Now America sells prepaid phone services.
 
 Digital
Marketing Networks, LLC was an inactive company and had no assets or
liabilities. Digital Marketing Networks was acquired for its president’s ideas,
its contacts.
 
 Ez Direct
Marketing, Inc. was an inactive company and had no assets or liabilities. Ez
Direct Marketing, Inc. was acquired for its president’s ideas, its contacts and
customer lists.
 
 Call Now
America Prepaid, LLC distributes prepaid phone cards for the domestic,
international and wireless markets in Florida, Georgia, New York and Texas
through distributors in each of the respective states.
  **RESULTS
OF OPERATIONS**
 
 The
following is a discussion of the financial condition and results of operations
of the Company for the fiscal years ended September 30, 2003 and 2002, which
should be read in conjunction with, and is qualified in its entirety by, the
financial statements and notes thereto included elsewhere in this report.
 
 For the
year ended September 30, 2003, the Company incurred net loss of $145,624,
compared to net loss of $449,720 for the comparable 2002 period. The company
ceased operations on March 31, 2003.
 
 **PLAN
OF OPERATION**
 
 The
company intends to continue to seek to acquire additional business entities or
operations. The company intends to increase its sales of prepaid phone cards
through the contacts and customers of both Digital Marketing Networks and Ez
Direct Marketing. The company intends to introduce additional product lines to
its phone card distribution network.
 
 **SUBSEQUENT
ACQUISITIONS**
 
 On
December 3, 2003, the Company acquired Digital Marketing Networks, LLC and Ez
Direct Marketing, Inc. through a share for share exchange. Digital Marketing
Networks, LLC is a software company concentrating in internet sales. Ez Direct
Marketing, Inc is a marketing company focusing on retail sales. Additionally, on
April 19, 2004, the Company acquired the assets of Call Now America Prepaid
Corporation. Call Now America sells prepaid phone services.
 
 7
 ***Table of Contents***
  **YEAR
ENDED SEPTEMBER 30, 2003 AND 2002**
 
 **REVENUES**
 
 As of
March 31, 2003 the Company ceased operations. Total revenues for the year ended
September 30, 2003 were $465,487, as compared to $1,900,939 for the year ended
September 30, 2002.
 
 **COST
OF REVENUE**
 
 The
Company ceased operations during the current period, therefore, no meaningful
comparatives are available.
 
 **RESEARCH
AND DEVELOPMENT**
 
 The
Company ceased operations during the current period, therefore, no meaningful
comparatives are available.
 
 **SALES
AND MARKETING**
 
 The
Company ceased operations during the current period, therefore, no meaningful
comparatives are available.
 
 **GENERAL
AND ADMINISTRATIVE**
 
 The
Company ceased operations during the current period, therefore, no meaningful
comparatives are available.
 
 **STOCK-BASED
COMPENSATION**
 
 The
Company ceased operations during the current period, therefore, no meaningful
comparatives are available.
 
 **INTEREST
EXPENSE**
 
 The
Company ceased operations during the current period, therefore, no meaningful
comparatives are available.
 
 
 **LIQUIDITY
AND CAPITAL RESOURCES**
 
 At
September 30, 2003, the Company had no cash, no accounts receivable and total
liabilities of $721,556. As of March 31, 2003 the Company has ceased
operations.
 
 **CRITICAL
ACCOUNTING POLICY AND ESTIMATES**
 
 Our
Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, accrued expenses, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources. These accounting
policies are described at relevant sections in this discussion and analysis and
in the notes to the consolidated financial statements included in this Annual
Report.
 
 **OFF-BALANCE
SHEET ARRANGEMENTS**
 
 The
Company has no off-balance sheet arrangements.
 
 8
 ***Table of Contents***
 ****
 **ITEM 7: FINANCIALSTATEMENTS**
 
 **SNAP
2 CORPORATION**
 **FINANCIAL
STATEMENTS**
 **SEPTEMBER
30, 2003 AND 2002**
 
 
 **SNAP
2 CORPORATION**
 **INDEX
TO FINANCIAL STATEMENTS**
 **SEPTEMBER
30, 2003 AND 2002**
 
 
 F -
1      Report of Independent Registered Public
Accounting Firm - 2003
 
 F -
2      Report of Independent Registered Public
Accounting Firm - 2002
 
 Financial
Statements:
  F-3        Balance
Sheet at September 30, 2003
 
 F-4 Statements
of Operation for the Years Ended
 September
30, 2003 and 2002
 
 F-5       
Statement of Changes in Stockholders’ Equity (Deficit)
 for the Years Ended September 30, 2003 and 2002
  F-6       Statements
of Cash Flow for the Years Ended
 September 30, 2003 and 2002
 
 F-7      
Notes to the Financial Statements
 
  9
 ***Table of Contents***
  **REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 The Board
of Directors and Stockholders
 Snap 2
Corporation
 Ft.
Lauderdale, Florida
 
 We have
audited the accompanying balance sheet of Snap 2 Corporation (a Nevada
Corporation) as of September 30, 2003 and the related statements of operations,
changes in stockholders’ equity (deficit) and cash flows for the year then
ended. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 As
discussed in Note 1 to the financial statements, the Company has restated its
September 30, 2003 financial statements that were filed on November 17, 2003 due
to the fact that they were prepared by internal management and not audited by an
independent registered public accounting firm. Moreover, the effects of the
restatement are to increase the net loss by $139,624 and to properly state the
basic components of the financial statements.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 8 to the financial
statements, the Company has experienced net losses for the years ended September
30, 2003 and 2002 and prior that has resulted in substantial accumulated
deficits. The Company’s financial position and lack of operations raise
substantial doubt about its ability to continue as a going concern. Management’s
plans with regard to these matters are also described in Note 8. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Snap 2 Corporation as of September
30, 2003 and the results of its operations and cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States.
 
 Bagell
Josephs & Company, LLC
 
 Bagell
Josephs & Company, LLC
 Gibbsboro,
New Jersey
 
 February
4, 2005
  
 
  F -
1
 ***Table of Contents***
  **S.
W. Hatfield, CPA**
 **9002
Green Oaks Circle, 2nd Floor**
 **P.
O. Box 820392**
 **Dallas,
TX 75382-0392**
 
 **REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 Board of
Directors and Stockholders
 SNAP2
Corporation
 
 We have
audited the accompanying statement of operations, changes in shareholders'
equity (deficit) and cash flows for the year ended September 30, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of SNAP2 Corporation
for the year ended September 30, 2002, in conformity with generally accepted
accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 and Note 8, the Company
discontinued all operations during March 2003. This circumstance creates
substantial doubt about the Company's ability to continue as a going concern.
Management’s plans with regard to this matter is discussed in Note 8 and 12 of
the accompanying financial statements. The financial statements do not contain
any adjustments that might result from the outcome of this
uncertainty.
 
 /s/ S. W. Hatfield,
CPA
 S.W.  HATFIELD,
CPA
 
 Dallas,
Texas
 January
17, 2003
  F -
2
 ***Table of Contents***
 **SNAP2
CORPORATION**
 
 **FINANCIAL
STATEMENTS**
 
 **BALANCE
SHEET**
 **SEPTEMBER
30, 2003 AND SEPTEMBER 30, 2002**
 **ASSETS****(Restated)****CURRENT
      ASSETS**Cash
      and cash equivalents
    
    $
    -
    
    $
    25,265Accounts
      receivable
    
    
    -
    
    
    108,708Other
      current assets
    
    
    -
    
    
    8,695**Total
      current assets**
    
    
    -
    
    
    142,668Property,
      plant and equipment, net
    
    
    -
    
    
    2,396,487Other
      assets
    
    
    -
    
    
    272,520-
    
    
    
    
    
    6,449,084**TOTAL
      ASSETS**
    
    $
    -
    
    $
    6,591,752**LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT
      LIABILITIES**Note
      payable on demand
    
    $
    84,000Accounts
      payable and accrued liabilities
    
    
    6,000
    
    
    671,709**Total
      current liabilities**
    
    
    90,000
    
    
    671,709**Long-term
      Liabilities**Commitments
    
    
    631,556**Total
      liabilities**
    
    
    721,556**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;4,994,250
      shares issued and outstanding
    
    
    4,994
    
    
    54,398Additional
      paid-in capital
    
    
    2,080,863
    
    
    84,084,032Accumulated
      deficit
    
    
    (2,807,413
    )
    
    (80,271,383
    )**Total
      stockholders' equity (deficit)**
    
    
    (721,556
    )
    
    3,867,047**TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
    
    $
    -
    
    $
    4,538,756
  The
accompanying notes are an integral part of these financial statements.
 
   F -
3
 ***Table of Contents***
 ****
 **SNAP2
Corporation**
 **Statements
of Operations**
 **For
the years ended September 30, 2003 and 2002**
 **2003**
    
    **2002******
    
    **(Restated)**
    
    **(Reclassified)****OPERATING
      REVENUE**
    
    $
    -
    
    $
    -**COST
      OF OPERATIONS**
    
    
    -
    
    
    -**GROSS
      PROFIT**
    
    
    -
    
    
    -**OPERATING
      EXPENSES**Consulting
      fees
    
    
    230,000
    
    
    -General
      and administrative
    
    
    6,000
    
    
    -**Total
      operating expenses**
    
    
    236,000
    
    
    -**(LOSS)
      FROM CONTINUING OPERATIONS**
    
    
    (236,000
    )
    
    -**DISCONTINUED
      OPERATIONS**Income
      (loss) from discontinued operations (net of taxes)
    
    
    218,925
    
    
    (449,724
    )(Loss)
      on disposal (net of taxes)
    
    
    (128,549
    )
    
    -**(LOSS)
      BEFORE INCOME TAXES**
    
    
    (145,624
    )
    
    (449,724
    )Provision
      for income taxes
    
    
    -
    
    
    -**NET
      (LOSS)**
    
    $
    (145,624
    )
    $
    (449,724
    )**BASIC
      AND DILUTED INCOME (LOSS) PER SHARE**From
      continuing operations
    
    $
    (0.09
    )
    $
    -From
      discontinued operations
    
    $
    0.09
    
    $
    (0.19
    )From
      disposal
    
    $
    (0.05
    )
    $
    -**TOTAL
      INCOME (LOSS) PER SHARE**
    
    $
    (0.05
    )
    $
    (0.19
    )**WEIGHTED
      AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES
      OUTSTANDING**
    
    
    2,661,395
    
    
    2,337,850
  The
accompanying notes are an integral part of these financial statements.
 
  
 F -
4
 ***Table of Contents***
 
 **SNAP2
CORPORATION**
 **STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY (Deficit)**
 **For
the years ended September 30, 2003 and 2002**
 
 **(Restated
      and)****Additional**
    
    **(Reclassified)****Preferred
      Stock**
    
    **Common
      Stock**
    
    **Paid-in**
    
    **Accumulated****Shares**
    
    **Amount**
    
    **Shares**
    
    **Amount**
    
    **Capital**
    
    **Deficits**
    
    **Total**Balance,
      September 30, 2001
    
    
    10,000
    
    $
    10
    
    
    17,856,000
    
    $
    17,856
    
    $
    1,417,528
    
    $
    (2,238,981
    )
    $
    (803,587
    )Retroactive
      treatment of 1:10 stock split
    
    
    -
    
    
    -
    
    
    (16,070,400
    )
    
    (16,070
    )
    
    16,070
    
    
    -
    
    
    -Balance,
      September 30, 2001 as restated
    
    
    10,000
    
    $
    10
    
    
    1,785,600
    
    $
    1,786
    
    $
    1,433,598
    
    $
    (2,238,981
    )
    $
    (803,587
    )Mandatory
      conversion of preferred stock -February
      28, 2002
    
    
    (10,000
    )
    
    (10
    )
    
    1,000,000
    
    
    1,000
    
    
    (990
    )
    
    -
    
    
    -Surrender
      of common stock
    
    
    -
    
    
    -
    
    
    (122,100
    )
    
    (122
    )
    
    122
    
    
    -
    
    
    -Issuance
      of common stock for settlement of payables
    
    
    -
    
    
    -
    
    
    30,750
    
    
    30
    
    
    61,470
    
    
    -
    
    
    61,500Cancellation
      of stock options
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (19,712
    )
    
    26,916
    
    
    7,204Net
      loss for the year
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (449,724
    )
    
    (449,724
    )Balance,
      September 30, 2002
    
    
    -
    
    
    -
    
    
    2,694,250
    
    
    2,694
    
    
    1,474,488
    
    
    (2,661,789
    )
    
    (1,184,607
    )Repricing
      of fair value options
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    378,675
    
    
    -
    
    
    378,675Issuance
      of stock for services
    
    
    -
    
    
    -
    
    
    2,300,000
    
    
    2,300
    
    
    227,700
    
    
    -
    
    
    230,000Net
      loss for the year
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (145,624
    )
    
    (145,624
    )Balance
      September 30, 2003
    
    
    -
    
    $
    -
    
    
    4,994,250
    
    $
    4,994
    
    $
    2,080,863
    
    $
    (2,807,413
    )
    $
    (721,556
    )
   The
accompanying notes are an integral part of these financial statements
 
   F -
5
 ***Table of Contents***
  **SNAP2
CORPORATION**
 **STATEMENTS
OF CASH FLOWS**
 **For
the years ended September 30, 2003 and 2002**
 
  **(Restated)**
    
    **(Reclassified)****2003**
    
    **2002****CASH
      FLOW FROM OPERATING ACTIVITIES****Continuing
      Operations:**Net
      Loss
    
    $
    (236,000
    )
    $
    -Common
      Stock issued for consulting services
    
    
    230,000
    
    
    -**Adjustments
      to Reconcile Net (Loss) to Net Cash****provided
      by (used in) operating activities:**Increase
      in accounts payable and accrued expenses
    
    
    6,000
    
    
    -Net
      cash provided by (used) in operating activities -continuing
      operations
    
    
    -
    
    
    -**Discontinued
      Operations:**Income
      (Loss) from discontinued operations
    
    
    90,376
    
    
    (449,724
    )Adjustments
      to Reconcile Net Cash provided by (used in)discontinuing
      operations
    
    
    (106,781
    )
    
    227,618Net
      Cash (used) in Operating Activities - discontinuing
    operations
    
    
    (16,405
    )
    
    (222,106
    )**Net
      Cash (used in) Operating Activities**
    
    
    (16,405
    )
    
    (222,106
    )**CASH
      FLOWS FROM INVESTING ACTIVITIES:****Continuing
      Operations:**Acquisition
      of fixed assets
    
    
    (702
    )
    
    (3,079
    )**Discontinued
      Operations:**Proceeds
      from disposal of assets
    
    
    -
    
    
    301,500**Cash
      flows provided by investing activities**
    
    
    (702
    )
    
    298,421**CASH
      FLOWS FROM FINANCING ACTIVITIES:****Continuing
      Operations:**Payments
      on Long Term debt
    
    
    (30,000
    )
    
    (40,000
    )**Cash
      provided by (used in) Financing Activities from****Continuing
      Operations**
    
    
    (30,000
    )
    
    (40,000
    )**Net
      Increase (Decrease) in Cash and Cash Equivalents**
    
    
    (47,107
    )
    
    36,315**Cash
      and Cash Equivalents - Beginning of year**
    
    
    47,107
    
    
    10,792**Cash
      and Cash Equivalents - End of year**
    
    $
    -
    
    $
    47,107**SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:**Cash
      paid during the period for:Interest
      paid
    
    $
    2,583
    
    $
    11,858**SUPPLEMENTAL
      DISCLOSURE OF NONCASH INFORMATION:**Common
      stock issued for consulting services
    
    $
    230,000
    
    $
    -
 
 The
accompanying notes are an integral part of these financial statements.
 
 
 F -
6
 ***Table of Contents***
 
 **SNAP
2 CORPORATION**
 **NOTES
TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
30, 2003 AND SEPTEMBER 30, 2002**
 
 
 **NOTE
1 -**   **NATURE
OF BUSINESS**
 
 Snap 2
Corporation, was incorporated as White Rock Enterprises, Ltd. On October 8, 1998
under the laws of the State of Nevada. The Company was originally formed to
develop and market a dryer for boots and shoes. On February 28, 2000, the
Company merged with ISES Corporation with the Company being the surviving
entity. In connection with the merger, the Company issued 10,000,000 shares of
common stock and 10,000 shares of convertible preferred stock automatically
converted to 10,000,000 shares of common stock on February 28, 2002. In
connection with the merger, the company disposed of its boot dryer
product.
 
 In
connection with the reverse merger, the Company became a software product
developer and software service provider for in-flight entertainment systems and
set-top boxes for interactive television. The Company changed its name to Snap 2
Corporation pursuant to an Articles of Amendment filed July 12, 2000.
 
 On March
31, 2003, the Company entered into an Escrow Agreement with its then majority
stockholder, and another entity, whereby the former majority stockholder sold
his interest in the Company constituting 74.2% of the issued and outstanding
shares of the Company to the other entity for $100,000 in a private stock
transaction. For the $100,000 consideration, the former majority stockholder
received the assets of the Company and assumed the liabilities of the Company,
with the Company providing a promissory note due on demand, to the majority
stockholder for $84,000.
 
 In
accordance with the Escrow Agreement, the Company signed an indemnification
agreement, indemnifying the Company of any liability with respect to the
majority stockholder’s assumption of the debt acquired by him. The Company,
however, in accordance with FASB 5 and FIN 45, has elected to recognize a
liability on its books due to the guarantee imposed that the debt gets paid off.
Under FIN 45, the Company recorded the liability at the inception of the
guarantee and only will reflect a reduction of the payable, i.e. release from
guarantee upon the expiration or settlement of the guarantee, by a systematic
and rational amortization method or as the fair value of the guarantee
changes
 
 The
financial statements for the year ended September 30, 2003 include
reclassifications of the operations of the Company to reflect the disposal of
its business, which took effect March 31, 2003. The 2003 and 2002 statements
have been reclassified to October 1, 2001 to reflect the operations below the
line as discontinued operations in accordance with the provisions of FASB 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets”. After this
disposal, the Company has had no operations, and was left with no remaining
assets. Accordingly, the Company will present its financial statements as a
development stage company in accordance with FASB 7.
 
 The
Company has restated and reclassified its previously issued unaudited financial
statements for the years ended September 30, 2003 and 2002. The Company did not
have an independent audit of its financial statements by an independent
certified public accountant. Additionally, the Company has reclassified its
financial statements at September 30, 2003 and 2002 to take effect for the
disposal of its business.
 
 On
September 4, 2003, the Company’s Board of Directors approved a 1 for 10 reverse
split of the issued and outstanding common stock of the Company, effective as of
that date. All issued and outstanding shares reflected in the accompanying
financial statements have been restated to give effect to this reverse stock
split as if the event had occurred on the first day of the first period
presented.
 ****
 **NOTE
2-**   **SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Cash and
Cash Equivalents
 
 For
financial statement presentation purposes, the Company will consider short-term,
highly liquid investments with original maturities of three months or less to be
cash and cash equivalents. The Company at September 30, 2003 did not have any
cash or a bank account.
 
 Revenue
Recognition
 
 The
Company’s financial statements are prepared under the accrual method of
accounting. Since March 31, 2003, the Company has no revenues and is in process
of implementing a new business plan.
   F -
7
 ***Table of Contents***
  Prior to
March 31, 2003, software license fees were recognized upon contract signature
and the shipment of the software. Consulting revenues were derived primarily
from custom contract engineering work are recognized using the percentage of
completion method. Revenues from training and consulting services were
recognized as the services were rendered. Maintenance revenues were recognized
ratably over the term of the related agreements.
 
 Income
Taxes
 
 The
provision for income taxes includes the tax effects of transactions reported in
the financial statements. Deferred taxes would be recognized for differences
between the basis for assets and liabilities for financial statement and income
tax purposes. The major difference relates to the net operating loss carry
forwards generated by sustaining deficits during the development stage and prior
periods.
 
 Earnings
(Loss) Per Share of Common Stock
 
 Historical
net income (loss) per common share is computed using the weighted average number
of common shares outstanding. Diluted earnings per share (EPS) include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of stock options and warrants. Common stock equivalents
are not included in the computation of diluted earnings per share when the
Company reports a loss because to do so would be antidilutive for the periods
presented.
 
 The
following is a reconciliation of the computation for basic and diluted
EPS:
 
 September
30,                       
September 30,
 2003                                          
2002
 
 Net
Loss $(145,624)                                   ($449,724)
 
 Weighted-average
common shares
 outstanding
(Basic) 2,661,395 2,337,850
  Weighted-average
common stock
 equivalents:
 Stock
options and
warrants                                                                      
-                                                 
-
 
 Weighted-average
common shares
 outstanding
(Diluted) 2,661,395                                  
2,337,850
 
 Options
and warrants outstanding to purchase stock were not included in the computation
of diluted EPS because inclusion would have been antidilutive. Moreover, the
Company on September 4, 2003 authorized a reverse split of ten shares to one
share. This action was approved on August 20, 2003 and made effective September
4, 2003. The weighted average of common shares and equivalents are retroactively
restated to reflect the reverse split.
 
 Property
and Equipment
 
 All
property and equipment is recorded at cost and depreciated over their estimated
useful lives, generally three, five or seven years, using the straight-line
method. Upon sale or retirement, the costs and related accumulated depreciation
are eliminated from their respective accounts, and the resulting gain or loss is
included in the results of operations. Repairs and maintenance charges, which do
not increase the useful lives of the assets, are charged to operations as
incurred. The Company disposed of its assets on March 31, 2003, and currently
has no assets.
 
 Advertising
 
 Costs of
advertising and marketing are expensed as incurred for the years ended September
30, 2003 and 2002, respectively.
 
 Stock-Based
Compensation
 
 The
Company has elected to follow Accounting Principles Board Opinion No. 25,
“Accounting for Stock Issued to Employees” (APB No. 25), and related
interpretations, in accounting for their employee stock options rather than the
alternative fair value accounting allowed by SFAS No. 123, “Accounting for
Stock-Based Compensation”, and has adopted the enhanced disclosure provisions of
SFAS No. 148, “Accounting for Stock Based Compensation - Transition and
Disclosures”, an amendment of SFAS No. 123. APB No. 25 provides that the
compensation expense relative to the Company’s employee stock options is
measured based on the intrinsic value of the stock option. SFAS No. 123 requires
companies that continue to follow APB No. 25 to provide a pro-forma disclosure
of the impact of applying the fair value method of SFAS No. 123.
   F -
8
 ***Table of Contents***
 
 Effective
September 30, 2002, the Company’s Board of Directors, elected to expense the
imputed compensation cost related to stock options repriced or newly granted
during fiscal 2002. The calculations to estimate the fair value of the options
were made using the Black-Scholes pricing model. Compensation cost for stock
options issued other than to employees and directors if any, is recognized at
the date of grant.
 
 During
the year ended September 30, 2003, the Company cancelled all employee and other
stock options due to terminations and the reorganization of the Company. No
additional options have been issued since then.
  **NOTE
3-**   **STOCKHOLDERS’
EQUITY (DEFICIT)**
 
 The
Company is authorized to issue 50,000,000 common shares and 20,000,000 preferred
shares, all at a par value of $.001. At September 30, 2003, the Company had
4,994,250 common shares outstanding, and no preferred shares issued and
outstanding.
 
 In
connection with the February 28, 2000 reverse acquisition transaction the
Company issued an additional 2,200,000 shares of common stock to various
unrelated parties in exchange for locating investors and a commitment to raise
$2,000,000 to fund the Company’s working capital needs for general corporate
purposes.
 
 Through
September 30, 2001, an aggregate of approximately $615,650 had been received in
consideration for the issuance, in prior periods, of 2,000,000 shares of common
stock. As of September 30, 2001, Management was of the opinion that it was
unlikely that any additional capital will be provided and began the process to
recover as many of the approximately 1,523,460 unearned shares as possible. In
May 2002, the Company was successful in recovering 1,221,000 of the unearned
shares of common stock. The effect of this action was to reallocate the par
value of the surrendered shares to additional paid-in capital.
 
 In May
and June 2002, the Company issued an aggregate 307,500 shares of common stock to
an unrelated entity providing various financial services. These aggregate
transactions were valued at approximately $61,500 ($.20 per share), the fair
value of the common stock based on the quoted closing price of the Company’s
common stock on the date of the respective transactions.
 
 Upon the
disposal of the business, the Company issued no additional shares. All shares
being transferred in the Escrow Agreement were done outside the Company in a
private stock sale.
 
 On August
23, 2003, the Company issued 23,000,000 shares of its common stock for services
rendered. The fair value of the common stock on the date of the issued shares
was $.01 per share, with a value of $230,000.
 
 On
September 4, 2003, the Company authorized a 1 for 10 reverse stock split. The
post-split shares at September 4, 2003 were 4,994,250. (See Note 1)
 
 **NOTE
4-**   **LINE
OF CREDIT**
 
 The
Company had a $200,000 line of credit with a bank bearing interest at the bank’s
commercial base rate. An officer of the Company guaranteed the line of credit.
Funds advanced are secured by the Company’s accounts receivable and equipment.
In accordance with the indemnification agreement, this liability has been
reclassified. See Note 5.
 
 **NOTE
5-**   **COMMITMENTS**
 
 In
accordance with the Escrow Agreement (see Note 1), the Company signed an
indemnification agreement, indemnifying the Company of any liability with
respect to the majority stockholder’s assumption of the debt acquired by him.
The Company, however, in accordance with FASB 5 and FIN 45, has elected to
recognize a liability on its books due to the guarantee imposed that the debt
gets paid off. Under FIN 45, the Company recorded the liability at the inception
of the guarantee and only will reflect a reduction of the payable, i.e. release
from guarantee upon the expiration or settlement of the guarantee, by a
systematic and rational amortization method or as the fair value of the
guarantee changes. The Company is recognizing $631,556 of prior liabilities that
have been assumed by the former majority stockholder.
 
 Statement
of Financial Accounting Standards Number 5, discusses disclosures and
recognition of liabilities relating to loss contingencies. A prime example
discussed is the guarantees of indebtedness of others. Under this pronouncement,
the Company has disclosed the guarantee and has recorded the liability, because
the amounts currently due are probable and reasonably estimated.
 
 **NOTE
6-**   **LONG-TERM
DEBT**
 
 On June
20, 1999, the Company entered into a promissory note with the former president
and majority stockholder of the Company, whereby $135,000 was borrowed. The note
bears interest at 9% per annum on the unpaid principal balance. Under the terms
of the note, principal payments of $10,385 along with interest are due in
quarterly installments beginning July 1, 2001. The Company had
 
 
 F -
9
 ***Table of Contents***
 
 not paid
the $83,080 due under this note, as well as the accrued interest, since July 1,
2000. Principal payments had not been accelerated under this note by the
noteholder. The former majority stockholder assumed the payments of this note
pursuant to an Assignment of Indebtedness dated March 31, 2003. The Company has
recorded this liability due to its guarantee on the debt (see Note 5). On August
17, 1999, the Company entered into an agreement with the Iowa Department of
Economic Development (“IDED”) whereby the Company would receive $100,000 of
financial assistance of under the Community Economic Betterment Account
(“CEBA”). Under the terms of the agreement, the Company shall pay an annual
royalty equal to 1.5% of the prior year total gross revenues to IDED in
semi-annual payments each June 1 and December 1, until a repayment amount of
$200,000 has been reached. Approximately $66,000 was due under this agreement at
March 31, 2003. The Company has recorded this liability due to its guarantee on
the debt (see Note 5).
 
 **NOTE
7-**   **GAIN
ON SALE AND LICENSE OF IFE ASSETS**
 
 On
November 26, 2001, the Company entered into an Amended and Substituted Asset
Purchase Agreement (“Agreement”) with Inflight Digital Limited, a company
incorporated under the laws of England and Wales (“Buyer”), which superceded an
earlier Asset Purchase Agreement between the parties dated September 6, 2001. In
November 2001, the Company received $300,000 as a result of this transaction,
which was recorded as a gain on sale. New management will not be guaranteeing
this agreement, and this was part of the guaranty by the former majority
shareholder.
 
 **NOTE
8-**   **GOING
CONCERN**
 
 The
Company’s financial statements are prepared using accounting principles
generally accepted in the United States of America which contemplate the
realization of assets and liquidation of liabilities in the normal course of
business.
 
 On March
31, 2003, the Company disposed of its business. The Company became a development
stage company when the former majority shareholder sold 74.2% of the common
shares outstanding of the Company to new management in a private sale of stock.
New management as of September 30, 2003 had not implemented a business plan and
had no assets or operations.
 
 There is
substantial doubt about the continuity of the Company without the implementation
of a business plan and the raising of money to fund operations and working
capital required to operate.
 
 On
December 3, 2003 the Company completed a share exchange agreement with Digital
Marketing Networks, LLC. The merger will be accounted for as a reverse
acquisition. Management expects this company to develop and foster operations
for the Company.
 
 
 **NOTE
9-**  ****  **PROVISION
FOR INCOME TAXES**
 
 Deferred
income taxes will be determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities. Deferred income taxes will be measured based
on the tax rates expected to be in effect when the temporary differences are
included in the Company’s tax return. Deferred tax assets and liabilities are
recognized based on anticipated future tax consequences attributable to
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases.
 
 At
September 30, 2003 and 2002, deferred tax assets consist of the
following:
 
 2003                   
  2002
 Net
deferred tax
assets                    
$70,800 $714,000
 Less:
valuation
allowance (70,800) (714,000)
 $  
 -0-                  
$        -0-
 
 At
September 30, 2003 and 2002, the Company had federal net operating loss carry
forwards in the approximate amounts of $2,807,413 and $2,661,789, respectively
available to offset future taxable income through 2019. The Company established
valuation allowances equal to the full amount of the deferred tax assets due to
the uncertainty of the utilization of the operating losses in future
periods.
 
 **NOTE
10-**   **RESTATEMENT
OF PRIOR ISSUED FINANCIAL STATEMENTS**
 
 The
Company has restated its previously issued financial statements for the year
ended September 30, 2003. The Company did not have an independent audit of its
financial statements by an independent certified public accountant.
Additionally, the Company has reclassified its financial statements as of
September 30, 2002 to take effect for the disposal of its business.
   F -
10
 ***Table of Contents***
 
 **NOTE
11-**   **DISPOSAL
OF BUSINESS**
 
 On March
31, 2003, the Company, pursuant to the terms of the Escrow Agreement had the
business operations transfer to its former majority shareholder in a private
stock transaction. Since this date, the Company has had no operations and has no
assets. The Company’s financial statements have been reclassified to reflect the
discontinued operations for all periods presented.
  **NOTE
12-**   **SUBSEQUENT
EVENTS**
 
 On
December 3, 2003, the Company acquired Digital Marketing Networks, LLC and Ez
Direct Marketing, Inc. through a share for share exchange. Digital Marketing
Networks, LLC is a software company concentrating in internet sales. Ez Direct
Marketing, Inc is a marketing company focusing on retail sales. Additionally, on
April 19, 2004, the Company acquired the assets of Call Now America Prepaid
Corporation. Call Now America sells prepaid phone services.
 
 
 ***Table of Contents***
 
 **ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE**
 
 None
 
 **ITEM 8A: CONTROLAND PROCEDURES**
 
 (a)
Evaluation of Disclosure Controls and Procedures
 
 The term
"disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This
term refers to the controls and procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed, summarized, and
reported within the required time periods.
 
 In July
of 2003 the company was moved from the over the counter bulletin boards to the
pinks sheets as the result of the former management’s failure to timely file its
periodic reports under the SEC rules and regulated governing such companies.
Current management has determined that effective controls and procedures were
not in place at the end of the period covered by this report.
 
 Current
management is attempting to bring those periodic reports current and will then
request to have the company moved back to the bulletin boards. There is no
guarantee that this will happen.
 
 The
current management has implemented effective controls and procedures as of this
time. They have concluded that , as of this date, former management's disclosure
controls and procedures were not effective at September 30, 2003 in ensuring
that the required information was disclosed on a timely basis. However, current
management has put procedures in place that will ascertain that the timely
filing of reports will be attained. Additionally those reports will contain the
necessary disclosures to comply with current standards.
 
 (b)
Changes in Internal Control over Financial Reporting
 
 The
company has made dramatic change in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting. The company has made these changes because former management did not
exhibit the proper controls as defined in rules 13a-15f and
15d-15f.
 
 
 10
 ***Table of Contents***
 
 **PART
III**
 
 **ITEM 9:DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSON; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT**
 
 **DIRECTORS
AND OFFICERS.**
 
 The
Company's directors and executive officers are as follows:
 
 Name                             
      Age                                                         
      Positions
      
      Kevin
      D. Johnson         
      42                                                           
      President, CEO and Director
 
  11
 ***Table of Contents***
 
 The terms
of each director of the Company will expire in January 2006 or at such time as
their successors shall have been elected and qualified.
 
 Mr. Kevin
Johnson has been the CEO and a Director of the Company since November of
2003.
 
 The
number of directors for the Company is currently set at one by action of the
remaining members of the Board. The Bylaws permit the Board of Directors to
establish the number of directors at not less than one (1) nor more than fifteen
(15). Each of Company's directors is elected to a one year term and until his or
her successor is elected. Directors need not be shareholders of the Company or
residents of any particular jurisdiction.
 
 The
officers of the Company are to be elected annually by the board of directors at
its annual meeting, and hold office until the next annual meeting of the board
of directors and until their successors are chosen. Officers may also be removed
by the board of directors at any time, with or without cause. Officers need not
be a director or a shareholder of the Company.
 
 No
executive officer or director of the Company has been the subject of any order,
judgment, or decree of any court of competent jurisdiction, or of any regulatory
agency enjoining him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities nor has any such person been the subject of any order of a state
authority barring or suspending for more than sixty (60) days, the right of such
a person to be engaged in such activities or to be associated with such
activities.
 
 No
executive officer or director of the Company has been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal
proceeding which is currently pending.
 
 No
executive officer or director of the Company is the subject of any pending legal
proceedings.
 
  **ITEM 10:EXECUTIVE COMPENSATION**
 
 **SUMMARY
COMPENSATION TABLE**
 
 None of
the executive officers received salary or bonus for the period ended September
30, 2003
  
 **ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT**
 
 The
following table sets forth information on the ownership of the Company's equity
securities by each of the Company's directors and executive officers and each
person known by the Company to be the beneficial owner of more than five percent
(5%) of the Company's voting securities.
 
 Security
      Ownership Table
      
      Name
      and Address
      of                         
      Number
      of                                     
      Percentage
      Beneficial
      Owner                                 
      Shares(1)                                        
      Ownership(1)
      
      Kevin
      D
      Johnson                                
      17,000,000                                                34%
      William
      O’Keefe                                  
      15,000,000                                               
      28%
      Anthony
      Rick                                        
      4,000,000                                                
       8%
      Frank
      Ormstead                                    
       4,000,000                                                 
      8%
      David
      Bowlby                                         3,000,000                                                 
      6%
   12
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 **ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
 
 As of
March 31, 2003 the company ceases operations and reclassified its financial
statements.
 
 **ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K**
 
 (a)
Exhibits
 
 The
following are the exhibits to this annual report.


**Exhibit
      Number**
    **Description
      of Exhibit****31.1**
    Certification of Chief Executive Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002**31.2**
    Certification of Chief Financial Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002**32.1**
    Certification of Chief Executive Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
 
 (b)
Reports on Form 8-K


On August
20, 2003 the Company filed a Current Report on Form 8-K with respect to the
approval of The Board of Directors of Snap2 Corporation to effect a ten shares
to one share reverse split to be effective by September 4, 2004.
 
 On
January 30, 2004 the Company filed a Current Report on Form 8-K with respect to
its decision to replace its existing independent auditors S.W. Hatfield, CPA,
Dallas, Texas and to utilize the services of Bagell, Josephs & Company, LLC
as its independent auditors for fiscal year-ended September 30,
2002.
 
 On
January 30, 2004 the Company filed a Current Report on Form 8-K/A (Amendment
No.1) with respect to its decision to replace its existing independent auditors
S.W. Hatfield, CPA, Dallas, Texas and to utilize the services of Bagell, Josephs
& Company, LLC as its independent auditors for fiscal year-ended September
30, 2002.
 
 On
January 30, 2004 the Company filed a Current Report on Form 8-K/A (Amendment
No.2) with respect to its decision to replace its existing independent auditors
S.W. Hatfield, CPA, Dallas, Texas and to utilize the services of Bagell, Josephs
& Company, LLC as its independent auditors for fiscal year-ended September
30, 2002.
  **ITEM 14: PRINCIPAL ACCOUNTANT FEES AND
SERVICES**
 
 **Audit
Fees**
 
 The
aggregate fees billed by our auditors for professional services rendered in
connection with a review of the financial statements included in our
annual reports on Form 10-QSB and the audit of our annual consolidated
financial statements for the fiscal years ended September 30, 2003 and 2002
were approximately $15,000 and $5,000 respectively.
 
 **Audit-Related
Fees**
 
 Our
auditors did not bill any additional fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements.
 
 **Tax
Fees**
 
 The
aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended September 30, 2003 and 2002.
 
 **All
Other Fees**
 
 The
aggregate fees billed by our auditors for all other non-audit services, such as
attending meetings and other miscellaneous financial consulting, for the fiscal
years ended September 30, 2003 and 2002 were $0 and $0
respectively.
  
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 ***Table of Contents***
 
 **SIGNATURES**
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereby duly authorized on March 22,
2005.
 **
 */s/ Kevin D.
Johnson*
 *By:
Kevin D. Johnson*
 *Its:
Chief Executive Officer and Chief Financial Officer*
 
 
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 ***Table of Contents***
 
 SNAP2
CORPORATION
 CODE OF
ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS
 
 The
Company's Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and
[other senior financial officers] hold an important and elevated role in
corporate governance in that they are uniquely capable and empowered to ensure
that all stockholders' interests are appropriately balanced, protected and
preserved. This Code of Ethics for CEO and Senior Financial Officers (this
"Code") embodies principles to which such officers are expected to adhere and
advocate. These tenets for ethical business conduct encompass rules regarding
both individual and peer responsibilities, as well as responsibilities to the
Company's employees, the public and other stockholders. The CEO, CFO and other
senior financial officers are expected to abide by this Code as well as all
applicable Company business conduct standards and policies relating to areas
covered by this Code. Any violations of the Code may result in disciplinary
action, up to and including termination of employment. All employees covered by
this Code will:
 
 1. be
responsible for full, fair, accurate, timely and understandable disclosure in
the periodic reports and documents filed by the Company with the U.S. Securities
and Exchange Commission ("SEC") and other public communications made by the
Company.
 
 2.
promptly bring to the attention of the Board of Directors of the Company (the
"Board"), or the Audit Committee, any material information of which he or she
may become aware that affects the disclosures made by the Company in its public
filings, documents or other communications.
 
 3.
promptly bring to the attention of the Board or the Audit Committee any
information he or she may have concerning (a) significant deficiencies in the
design or operation of internal controls that could adversely affect the
Company's ability to record, process, summarize and report financial data; or
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's financial reporting,
disclosures or internal controls.
 
 4.
promptly bring to the attention of the Audit Committee any information he or she
may have concerning any violation of this Code, including any actual or apparent
conflicts of interest between personal and professional relationships, involving
any management or other employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.
 
 5.
promptly bring to the attention of the Audit Committee any information he or she
may have concerning (a) evidence of a material violation of the securities or
other laws, rules or regulations applicable to the Company and the operation of
its business by the Company or any of its officers, employees or agents; or (b)
of a violation of this Code.
 
 6. act
with honesty and integrity, avoiding actual or apparent conflicts of interest in
their personal and professional relationships.
 
 7. comply
with rules and regulations of federal, state, provincial and local governments,
and other appropriate private and public regulatory agencies.
 
 8. act in
good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing one's independent judgment to be
subordinated.
 
 9.
respect the confidentiality of information acquired except when authorized or
otherwise legally obligated to disclose and not use such confidential
information for personal advantage.
 
 10.
achieve responsible use, control, and stewardship over all Company assets and
resources that are employed or entrusted to them.
 
 11. not
unduly or fraudulently influence, coerce, or manipulate, or mislead any
authorized audit or interfere with any auditor engaged in the performance of an
internal or independent audit of the Company's financial statements or
accounting books and records.
 
 If any
employee covered by this Code is or becomes aware of any suspected or know
violations of this Code, such employee has a duty to promptly report such
concerns to the Audit Committee.
 
 If you
have a concern about a questionable accounting or auditing matter and wish to
submit the concern confidentially or anonymously, you may do so by contacting
the Corporate Secretary, Mr. Kevin Johnson the Company will handle all inquiries
discretely and make every effort to maintain, within the limits allowed by law,
the confidentiality of anyone requesting guidance or reporting questionable
behavior and/or a compliance concern.
 
 Dated:
April 11, 2005
 
 
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