SNAP2 CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2004 SNAP2 CORPORATION AND SUBSIDIARIES INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PAGE(S)

On April 19^th 2004 The Company (the Purchaser) acquired the assets of Call Now America Prepaid LLC (the Seller) in a stock-for-assets acquisition. As part of the Asset Purchase Agreement (the Agreement) The Purchaser acquired all assets of The Seller including (1) all contracts and purchase orders entered into by the Seller as of the Agreement date, (2) all contracts and purchase orders entered into by the Seller prior to the closing date, and (3) the Seller’s distribution channel. The distribution channel was purported at the time of sale to possess existing business relationships with more than 300,000 retail locations.

In exchange for all the assets of the Seller, the Purchaser conveyed 3,000,000 shares of its common stock worth $1,620,000. As part of The Agreement, the Seller was granted the right to purchase an additional 2,000,000 shares of the Purchaser in two separate transactions of 1,000,000 shares each, governed as follows, per the language of the Agreement:

Seller shall have the right to purchase 1,000,000 shares of Snap2 Corporation’s restricted common stock at $0.25 per share upon the Purchaser successfully acquiring 25,000 sales locations utilizing the assets purchased in this agreement. Additionally, Seller shall have the right to purchase an additional 1,000,000 shares of Snap2 Corporation’s restricted common stock at $0.25 per share upon the Purchaser successfully acquiring an additional 25,000 sales locations (total of 50,000) utilizing the assets purchased in this agreement.

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

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

 

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

		Snap2			Call Now America						Pro Forma
		Corporation			Prepaid Company LLC			Adjustment
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	7,020		$	12,800		$	-		$	19,820
Accounts Receivable						8,325						8,325
Inventory						15,440						15,440
Total Current Assets			7,020			36,565			-			43,585
OTHER ASSETS
Goodwill			-			-			1,619,350			1,619,350
Total Other Assets			-			-			1,619,350			1,619,350
TOTAL ASSETS		$	7,020		$	36,565		$	1,619,350		$	1,662,935
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Note payable		$	84,000		$	-		$	-		$	84,000
Officer loan			12,000									12,000
Accounts payable and accrued liabilities			31,000			35,915						66,915
Total Current Liabilities			127,000			35,915			-			162,915
LONG TERM LIABILITIES
Commitments			631,556									631,556
Total Long Term Liabilities			631,556			-			-			631,556
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value; 20,000,000 shares
authorized; 0 shares issued and outstanding
Common stock, $.001 par value; 50,000,000 shares
authorized; 45,094,250 shares issued and outstanding			45,094						3,000			48,094
Additional paid-in capital			6,050,863						1,616,350			7,667,213
Accumulated earnings (deficit)			(6,847,493	)		650						(6,846,843	)
Total stockholders' equity (deficit)			(751,536	)		650			1,619,350			868,464
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	7,020		$	36,565		$	1,619,350		$	1,662,935