UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|X                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended:  March 31, 2008               
|or                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________





WEB2 CORP.

(Exact name of registrant as specified in its charter)





|                             |              |                    
|---------------------------- | ------------ | -------------------
|Delaware                     | 000-29462    | 13-4127624         
|(State or Other Jurisdiction | (Commission  | (I.R.S. Employer   
|of Incorporation)            | File Number) | Identification No.)



100 West Lucerne Circle, Suite 601, Orlando, Florida  32801

(Address of Principal Executive Office) (Zip Code)



(407) 540-0452

(Registrants telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)



|                                                                                                                                                                                                                                              |   |     |   |                           |   |  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- | - | ------------------------- | - |  |  | 
|Indicate by check mark whether the registrant (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.                                                                                                                                    | X | Yes |   | No                       
|                                                                                                                                                                                                                                             
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer., or a smaller reporting company.                                                                                  
|                                                                                                                                                                                                                                              |  
|Large accelerated filer                                                                                                                                                                                                                       |   |     |   | Accelerated filer         |   | 
|Non-accelerated filer                                                                                                                                                                                                                         |   |     |   | Smaller reporting company | X | 
|                                                                                                                                                                                                                                              |  
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                       |   | Yes | X | No                       
|                                                                                                                                                                                                                                              |  
|Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.                                                                                                                
|                                                                                                                                                                                                                                             
|The Company had 90,772,414 shares of common stock outstanding as of May 19, 2008.                                                                                                                                                            







---

WEB2 CORP AND SUBSIDIARY

TABLE OF CONTENTS

|                                                         |  |  
|-------------------------------------------------------- |  | -
|PART I - FINANCIAL INFORMATION                           |  |  
|                                                         |  |  
|Item 1:Financial Statements (Unaudited)                  |  |  
|                                                         |  |  
|Condensed Consolidated Balance Sheet                     |  | 3
|                                                         |  |  
|Condensed Consolidated Statements of Operations          |  | 4
|                                                         |  |  
|Condensed Consolidated Statements of Cash Flows          |  | 5
|                                                         |  |  
|Notes to the Condensed Consolidated Financial Statements |  | 6







2



---

WEB2 CORP AND SUBSIDIARY



CONDENSED CONSOLIDATED BALANCE SHEET

MARCH 31, 2008

(Unaudited)

|                                                     |   |   |             |  
|---------------------------------------------------- | - | - | ----------- | -
|ASSETS                                               |   |   |             |  
|                                                     |   |   |             |  
|CURRENT ASSETS                                       |   |   |             |  
|Cash                                                 |   | $ | 105         |  
|                                                     |   |   |             |  
|Total Current Assets                                 |   |   | 105         |  
|                                                     |   |   |             |  
|PROPERTY AND EQUIPMENT, Net                          |   |   | 283,838     |  
|                                                     |   |   |             |  
|Other assets                                         |   |   | 7,040       |  
|                                                     |   |   |             |  
|TOTAL ASSETS                                         |   | $ | 290,983     |  
|                                                     |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY             |   |   |             |  
|                                                     |   |   |             |  
|CURRENT LIABILITIES                                  |   |   |             |  
|                                                     |   |   |             |  
|Accounts payable and accrued expenses                | $ |   | 276,888     |  
|Convertible debentures                               |   |   | 761,432     |  
|Due to stockholders and affiliates                   |   |   | 276,379     |  
|                                                     |   |   |             |  
|TOTAL CURRENT LIABILITIES                            |   |   | 1,314,699   |  
|                                                     |   |   |             |  
|COMMITMENTS AND CONTINGENCIES                        |   |   |             |  
|                                                     |   |   |             |  
|STOCKHOLDERS' DEFICIENCY                             |   |   |             |  
|Common stock - $0.001 par value; 100,000,000 shares  |   |   |             |  
|authorized; 90,772,414 shares issued and outstanding |   |   | 90,772      |  
|Treasury stock (33,333 shares @$1.05)                |   |   | (35,000)    |  
|Additional paid in capital                           |   |   | 13,075,289  |  
|Receivables from Related Party                       |   |   | (2,134      | )
|Accumulated deficit                                  |   |   | (14,152,643 | )
|TOTAL STOCKHOLDERS' DEFICIENCY                       |   |   | (1,023,716  | )
|                                                     |   |   |             |  
|TOTAL LIABILITIES AND                                |   |   |             |  
|STOCKHOLDERS' DEFICIENCY                             |   | $ | 290,983     |  





The Accompanying Notes Are An Integral Part Of These Condensed Consolidated Financials Statements



3



---

WEB2 CORP AND SUBSIDIARY



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

|                                       |  |                                      |            |      |   |            |  
|-------------------------------------- |  | ------------------------------------ | ---------- | ---- | - | ---------- | -
|                                       |  | For the Three Months Ended
March 31, |           
|                                       |  | 2008                                 |            | 2007 |  
|REVENUE                                |  | $                                    | 1,000      |      | $ | 93,388     |  
|                                       |  |                                      |            |      |   |            |  
|COSTS AND EXPENSES                     |  |                                      |            |      |   |            |  
|Cost of revenue                        |  |                                      | 17,272     |      |   | 14,045     |  
|Depreciation and amortization          |  |                                      | 21,823     |      |   | 61,093     |  
|Selling and administrative expenses    |  |                                      | 135,676    |      |   | 483,634    |  
|                                       |  |                                      |            |      |   |            |  
|TOTAL COSTS AND EXPENSES               |  |                                      | 174,771    |      |   | 558,772    |  
|                                       |  |                                      |            |      |   |            |  
|OPERATING LOSS                         |  |                                      | (173,771   | )    |   | (465,384   | )
|                                       |  |                                      |            |      |   |            |  
|OTHER INCOME (EXPENSES)                |  |                                      |            |      |   |            |  
|Interest                               |  |                                      | (35,855    | )    |   | (112,365   | )
|                                       |  |                                      |            |      |   |            |  
|NET LOSS                               |  | $                                    | (209,626   | )    | $ | (577,749   | )
|                                       |  |                                      |            |      |   |            |  
|Basic and Diluted Net Loss Per Share   |  | $                                    | (0.00      | )    | $ | (0.02      | )
|                                       |  |                                      |            |      |   |            |  
|Weighted Average Number of Common      |  |                                      |            |      |   |            |  
|Shares Outstanding - Basic and Diluted |  |                                      | 90,772,414 |      |   | 23,233,563 |  
|                                       |  |                                      |            |      |   |            |  



The Accompanying Notes Are An Integral Part Of These Condensed Consolidated Financials Statements



4



---

WEB2 CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                  |                                      |      |          |      |   |          |  
|------------------------------------------------- | ------------------------------------ | ---- | -------- | ---- | - | -------- | -
|                                                  | For the Three Months Ended
March 31, |     
|                                                  |                                      | 2008 |          | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES              |                                      |      |          |      |  
|Net loss                                          |                                      |      | (209,626 | )    |   | (577,749 | )
|Adjustments to reconcile net loss to net          |                                      |      |          |      |   |          |  
|cash used in operating activities:                |                                      |      |          |      |   |          |  
|Depreciation and amortization                     |                                      |      | 21,823   |      |   | 61,093   |  
|Changes in operating assets and liabilities:      |                                      |      |          |      |   |          |  
|Accounts receivable                               |                                      |      |         |      |   | 28,085   |  
|Accounts payable and accrued expenses             |                                      |      | (379,008 | )    |   | (20,771  | )
|                                                  |                                      |      |          |      |   |          |  
|NET CASH USED IN OPERATING                        |                                      |      |          |      |   |          |  
|ACTIVITIES                                        |                                      |      | (566,811 | )    |   | (509,342 | )
|                                                  |                                      |      |          |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES              |                                      |      |          |      |   |          |  
|Purchase of property and equipment                |                                      |      |         |      |   | (5,817   | )
|                                                  |                                      |      |          |      |   |          |  
|NET CASH USED IN                                  |                                      |      |          |      |   |          |  
|INVESTING ACTIVITIES                              |                                      |      |         |      |   | (5,817   | )
|                                                  |                                      |      |          |      |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES              |                                      |      |          |      |   |          |  
|Proceeds of loans from shareholder                |                                      |      | 562,432  |      |   | 602,000  |  
|                                                  |                                      |      |          |      |   |          |  
|NET CASH PROVIDED BY                              |                                      |      |          |      |   |          |  
|FINANCING ACTIVITIES                              |                                      | $    | 562,432  |      | $ | 602,000  |  
|                                                  |                                      |      |          |      |  
|NET (DECREASE) INCREASE IN CASH                   |                                      | $    | (4,379   | )    | $ | 86,841   |  
|                                                  |                                      |      |          |      |   |          |  
|CASH- Beginning                                   |                                      |      | 4,484    |      |   | 14,269   |  
|                                                  |                                      |      |          |      |   |          |  
|CASH- Ending                                      |                                      | $    | 105      |      | $ | 101,110  |  
|                                                  |                                      |      |          |      |   |          |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |                                      |      |          |      |   |          |  
|Cash paid during the period for:                  |                                      |      |          |      |   |          |  
|Interest                                          |                                      | $    | 18,332   |      | $ |         |  
|Taxes                                             |                                      | $    |         |      | $ |         |  







The Accompanying Notes Are An Integral Part Of These Condensed Consolidated Financials Statements



5



---

WEB2 CORP AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its Annual Report Form 10-KSB. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2008.

NOTE 2 - GOING CONCERN CONSIDERATIONS

The Companys financial statements are prepared consistent with accounting principles generally accepted in the United States applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in its Annual Report on Form 10-KSB for the year ended December 31, 2007, the Company has sustained losses and has relied on advances and loans from owners, third parties and sales of shares of its equity for operating capital. Additionally, the Company has sustained additional operating losses for the three months ended March 31, 2008 of approximately $209,600. To support the Companys operations for the next year, management has plans to raise capital by a combination of debt and equity financing. There is no assurance, however, that these sources of capital will be timely obtained on acceptable terms.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE 3  MATERIAL TRANSACTIONS

During the three months ended March 31, 2008, the Company issued five convertible promissory notes to four parties, the principal amount totaling $618,000. Three of the convertible promissory notes issued are payable on demand and bear an interest rate of 18% per annum. These notes are convertible into shares of common stock of the Company at any time after six months from the date of issuance at a conversion price of $0.02 per share. The other two convertible promissory notes issued are payable on February 5, 2009 & 2010 and bear an interest rate of 18% per annum. One of these notes is convertible into shares of common stock of the Company in increments over time at a conversion price of $0.02 per share. The other note is convertible into shares of common stock of the Company at any time after six months from the date of issuance at a conversion price of $0.02 per share.





6



---

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations.

Overview

On December 22, 2005, the Company reorganized by entering into a stock purchase agreement with Global Portals Online, Inc. (Global) whereby the Company issued 11,442,446 shares of its common stock in exchange for all of the outstanding common stock of Global. Immediately prior to executing the stock purchase agreement the Company had 1,961,399 shares of common stock and 438,000 shares of Series AA preferred stock issued and outstanding. The reorganization was accounted for as a recapitalization of Global because the shareholders of Global controlled the Company immediately after the acquisition. Therefore, Global is treated as the acquiring entity. Accordingly there was no adjustment to the carrying value of the assets or liabilities of Global. The Company is the acquiring entity for legal purposes and Global is the surviving entity for accounting purposes. Effective July 26, 2006, the companys name was changed to Web2 Corp. Effective July 31, 2006, the Companys symbol for listing on the Over the Counter bulletin board was changed to WBTO.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. A summary of those accounting policies can be found in the footnotes to the consolidated financial statements included elsewhere in this report. Certain of our accounting policies are considered critical as they are both important to the portrayal of our financial condition and results of operations and require judgments on the part of management about matters that are uncertain. We have identified the following accounting policies that are important to the presentation of our financial condition and results of operations.

Revenue Recognition

Revenue recognized through March 31, 2008 represents revenue from its redirect traffic, web development and other media entertainment. The Company receives a fee for revenue generated under the sale of other media entertainment that is recognized upon shipment of the merchandise. Sales generated from list services are recognized upon completion of services. Revenues generated from Web1000.com site consists of monthly fees paid to the Company for redirect traffic. Revenues generated from web development are recognized when services are performed.

Comparison of Periods Ended March 31, 2008 and 2007

The following discussion relates to the historical financial statements of Web2 Corp. and its subsidiaries and should be read in conjunction with the consolidated financial statements and related notes.

Revenues were $1,000 for the period ended March 31, 2008, as compared to $93,388 for the period ended March 31, 2007. This reduction in revenues was a result of substantially reduced marketing on the part of the Company. The Company was forced to reduce its marketing efforts due to severe cash restraints.

Cost of revenue was $17,272 for the period ended March 31, 2008, as compared to $14,045 for the period ended March 31, 2007.

Depreciation and amortization expense was $21,823 for the period ended March 31, 2008, as compared to $61,093 for the period ended March 31, 2007. The reduction is due to some assets having become fully depreciated and other assets having been previously depreciated on an accelerated basis.

Selling administrative expenses were $135,676 for the period ended March 31, 2008, as compared to $483,634 for the period ended March 31, 2007. The increase is due to development and marketing expenses during the first quarter of 2007 for the ByIndia and You Get It products, which were not incurred during the first quarter of 2008.

Interest expense was $35,855 for the period ended March 31, 2008, as compared to $112,365 for the period ended March 31, 2007. The decrease in interest expense results primarily from the conversion of convertible debt to equity during 2007.

As a result of all of the foregoing, the Companys net loss for the period ended March 31, 2008 was $209,626, as compared to a net loss for the period ended March 31, 2007 of $577,749.



7



---

Liquidity and Capital Resources

We are experiencing substantial cash flow difficulties and we anticipate that we will continue to experience cash flow difficulties for some time. As a result, we have no present plans to make any material capital expenditures. At March 31, 2008, we had a stockholders deficit of $1,023,716. At March 31 2008, we had current assets of $105 and current liabilities of $1,314,699, resulting in a working capital deficit of $1,314,594. As a result, we reduced our business activities during the second half of 2007.

We need to obtain capital through equity and/or debt financing. If we cannot obtain any necessary capital, then we may be forced to cease or further curtail our operations.

No assurance can be given that, if we attempt to secure equity and/or debt financing, such financing will be available, and, if available, whether it will take the form of debt or equity. Should we secure such financing, such financing could have a negative impact on our financial condition and our shareholders. The sale of debt would, among other things, adversely impact our balance sheet, increase our expenses and increase our cash flow requirements. The sale of equity would, among other things, result in dilution to our shareholders.

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to income tax and marketing related agreements with our affiliates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS No. 159). SFAS No. 159 permits an entity to choose to measure many financial instruments and certain items at fair value. The objective of this standard is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reporting earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 permits all entities to choose to measure eligible items at fair value at specified election dates. Entities will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. SFAS No. 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. Early adoption is permitted. We are currently evaluating the impact that the adoption of SFAS No. 159 will have on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)). SFAS 141(R) replaces SFAS No. 141, Business Combinations, but retains the requirement that the purchase method of accounting for acquisitions be used for all business combinations. SFAS 141(R) expands on the disclosures previously required by SFAS 141, better defines the acquirer and the acquisition date in a business combination, and establishes principles for recognizing and measuring the assets acquired (including goodwill), the liabilities assumed and any non-controlling interests in the acquired business. SFAS 141(R) also requires an acquirer to record an adjustment to income tax expense for changes in valuation allowances or uncertain tax positions related to acquired businesses. SFAS 141(R) is effective for all business combinations with an acquisition date in the first annual period following December 15, 2008; early adoption is not permitted. The impact of SFAS 141(R) will have on our consolidated financial statements will depend on the nature and size of acquisitions we may complete after we adopt SFAS 141(R).

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 (SFAS 160). SFAS 160 requires that non-controlling (or minority) interests in subsidiaries be reported in the equity section of the companys balance sheet, rather than in a mezzanine



8



---

section of the balance sheet between liabilities and equity. SFAS 160 also changes the manner in which the net income of the subsidiary is reported and disclosed in the controlling companys income statement. SFAS 160 also establishes guidelines for accounting for changes in ownership percentages and for deconsolidation. SFAS 160 is effective for financial statements for fiscal years beginning on or after December 1, 2008 and interim periods within those years; early adoption is not permitted. The adoption of SFAS 160 is not expected to have a material impact on our financial position, results of operations or cash flows.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 4T.

Controls and Procedures.

Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Companys management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon this review, management concluded that our disclosure controls and procedures are effective.

There have been no significant changes in internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934) that occurred during the fiscal period covered by this report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-5(f) under the Securities Exchange Act of 1934). Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of March 31, 2008, our internal control over financial reporting is effective based on these criteria.

This report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this report.

Limitations of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls or internal control over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



9



---

PART II  OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

On February 27, 2008, the Company issued to Blind Faith Holdings, LLC a convertible promissory note in the principal amount of $110,000 in consideration of a cash payment of $110,000. The note bears interest at the rate of 18% per annum, is payable upon demand, is secured by a lien on all of the assets and properties of the Company, and, at the option of the holder, is convertible into shares of common stock of the Company at a conversion price of $0.02 per share at any time after August 26, 2008.

On March 24, 2008, the Company issued to Blind Faith Holdings, LLC a convertible promissory note in the principal amount of $7,000 in consideration of a cash payment of $7,000. The note bears interest at the rate of 18% per annum, is payable upon demand, is secured by a lien on all of the assets and properties of the Company, and, at the option of the holder, is convertible into shares of common stock of the Company at a conversion price of $0.02 per share at any time after September 23, 2008.

All of the convertible promissory notes were issued pursuant to Section 4(2) of the Securities Act of 1933 based upon the limited number of offerees, their relationship to the Company, their status as accredited investors, the manner of the offering and the access or information provided to each such person so as to permit him or it adequate information about the Company so as to be able to make an informed investment decision. Each of the convertible promissory notes contains a legend restricting transferability under the Securities Act of 1933.

Item 6.

Exhibits.

The following exhibits are filed as part of this report:

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14a and Rule 15d-14(a) (filed herewith).

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14a and Rule 15d-14(a) (filed herewith).

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).







10



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                   |            |                                     
|------------------ | ---------- | ------------------------------------
|                   | Web2 Corp.
|                   |            |                                     
|                   |            |                                     
|Date: May 20, 2008 | By:        | /s/ WILLIAM A. MOBLEY, JR.          
|                   |            | William A. Mobley, Jr.              
|                   |            | Chairman and Chief Executive Officer







11