SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                  Quarterly Report Under Section 13 or 15(d) of
                         Securities Exchange Act of 1934

                         For Period ended March 31, 2000
                         Commission File Number 0-26839

                          WHITE ROCK ENTERPRISES, LTD.
             (Exact name of registrant as specified in its charter)

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


                     2600 72ND STREET, URBANDALE, IOWA 50322
               (Address of Principal Executive Offices) (Zip Code)

                                 (515) 331-0560
              (Registrant's telephone number, including area code)

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.

                                 Yes [X]         No [_]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock at the latest practicable date.

As of March 31, 2000, the registrant had 7,856,000 shares of common stock, $.001
par value,  issued and outstanding and remains  obligated to issue an additional
(i) 10,000,000  shares of common stock,  $.001 par value; and (ii) 10,000 shares
of convertible  preferred stock which is convertible  into 10,000,000  shares of
common  stock,  $.001 par value,  on February 28,  2002;  all of which are to be
issued pursuant to the merger of ISES Corporation with and into the Company.


<PAGE>


PART I   FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

White Rock Enterprises, Ltd.
 Balance Sheets (Unaudited)
 March 31, 2000 and September 30, 1999

<TABLE>
<CAPTION>
                                                                                          March 31,       September 30,
                                                                                            2000               1999
                                                                                         ---------        -------------
<S>                                                                                      <C>                <C>
Assets
Cash and cash equivalents                                                                $ 248,065          $  22,102
Accounts receivable - trade                                                                137,725            126,276
Other current assets                                                                        24,735               --
                                                                                         ---------          ---------
         Total current assets                                                              410,525            148,378

Equipment, net of accumulated depreciation                                                  23,868             20,140
                                                                                         ---------          ---------

            Total assets                                                                 $ 434,393          $ 168,518
                                                                                         =========          =========

Liabilities and Stockholders' Equity
Accounts payable                                                                         $  22,298          $  87,613
Accrued payroll and related liabilities                                                     17,553             85,554
Accrued interest payable                                                                      --                3,713
Deferred maintenance fees                                                                   28,061              4,968
Short-term notes payable                                                                      --              175,000
                                                                                         ---------          ---------
         Total current liabilities                                                          67,912            356,848

Long-term debt                                                                             135,000            135,000
                                                                                         ---------          ---------
         Total liabilities                                                                 202,912            491,848


Stockholders' equity:
     Common stock - $0.001 par value; 50,000,000 shares authorized; 17,856,000
       shares (March 31, 2000) and 10,000,000 shares (September 30, 1999)
       issued or committed to be issued (See Note 2)                                        17,856             10,000

     Convertible preferred stock - $0.001 par value; 20,000,000 shares
       authorized; 10,000 shares were committed to be issued at March 31, 2000
       and September 30, 1999. Shares convert to common stock at a ratio of
       1,000 shares of common for each share of convertible preferred stock on
       February 28, 2002 (See Note 2)                                                           10                 10
     Additional paid-in capital                                                            749,548             (8,696)
     Retained earnings (deficit)                                                          (535,933)          (324,644)
                                                                                         ---------          ---------
         Total stockholders' equity (deficit)                                              231,481           (323,330)
                                                                                         ---------          ---------

            Total liabilities and stockholders' equity                                   $ 434,393          $ 168,518
                                                                                         =========          =========
</TABLE>

                                       1
<PAGE>


White Rock Enterprises, Ltd.
 Statements of Operations (Unaudited)
 For the Three Months Ended March 31, 2000 and 1999 and for the Six Months Ended
   March 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                 Three Months Ended                      Six Months Ended
                                                                       March 31,                              March 31,
                                                           --------------------------------        --------------------------------
                                                               2000                1999                2000                1999
                                                           ------------        ------------        ------------        ------------
<S>                                                        <C>                 <C>                 <C>                 <C>
Revenue
    Consulting                                             $     66,374        $     90,024        $    206,998        $    289,345
    Software license fees and maintenance                       140,509              76,240             231,941              76,240
                                                           ------------        ------------        ------------        ------------
      Total revenue                                             206,883             166,264             438,939             365,585

Expenses
    Payroll and related benefits                                190,735             137,557             345,162             166,677
    Software development and consulting                         104,515              85,136             181,917             178,061
    Travel                                                       16,544              20,819              46,589              41,286
    Administration                                               42,094              27,337              57,137              37,829
    Depreciation                                                  1,500               1,500               3,000               3,000
    Interest                                                      4,428                 941              10,323               4,948
                                                           ------------        ------------        ------------        ------------
      Total expenses                                            359,816             273,290             644,128             431,801
                                                           ------------        ------------        ------------        ------------

        Loss before provision (benefit)
           for income taxes                                    (152,933)           (107,026)           (205,189)            (66,216)

Provision (benefit) for income taxes                                 --                  --                  --                  --
                                                           ------------        ------------        ------------        ------------

        Net loss                                           $   (152,933)       $   (107,026)       $   (205,189)       $    (66,216)
                                                           ============        ============        ============        ============
Earnings (loss) per share
    Basic earnings (loss) per share                        $     (0.012)       $     (0.011)       $     (0.018)       $     (0.007)
                                                           ============        ============        ============        ============
    Weighted average shares                                  12,385,956          10,000,000          11,179,868          10,000,000
                                                           ============        ============        ============        ============
    Diluted earnings (loss) per share                      $     (0.012)       $     (0.011)       $     (0.018)       $     (0.007)
                                                           ============        ============        ============        ============
    Weighted average shares                                  12,385,956          10,000,000          11,179,868          10,000,000
                                                           ============        ============        ============        ============
</TABLE>


                                       2

<PAGE>

White Rock Enterprises, Ltd.
 Statements of Cash Flows (Unaudited)
 For the Six Months Ended March 31, 2000 and 1999


                                                            2000         1999
                                                         ---------    ---------
Cash flows from operating activities
     Net loss                                            $(205,189)   $ (66,216)
     Adjustments to reconcile net loss to net cash
       used by operating activities:
         Depreciation                                        3,000        3,000
         Deferred income                                    23,093        9,936
         Changes in:
            Accounts receivable, trade                     (11,449)     (82,326)
            Other current assets                           (14,735)          --
            Accounts payable and accrued expenses         (137,029)      81,922
                                                         ---------    ---------
            Net cash used by operating activities         (342,309)
                                                                        (53,684)

Cash flows from investing activities
     Purchases of equipment                                 (6,728)     (13,620)
     Other assets                                          (10,000)          --
                                                         ---------    ---------
            Net cash used by investing activities          (16,728)     (13,620)

Cash flows from financing activities
     Distributions to stockholders                              --       (5,000)
     Repayment of notes payable                           (175,000)      55,000
     Proceeds from issuance of common stock                760,000           --
                                                         ---------    ---------
            Net cash provided by financing activities      585,000      50,000
                                                         ---------    ---------

Increase (decrease) in cash and cash equivalents           225,963      (17,304)

Cash and cash equivalents, beginning of period              22,102       33,756
                                                         ---------    ---------

     Cash and cash equivalents, end of period            $ 248,065    $  16,452
                                                         =========    =========


                                       3
<PAGE>


                          White Rock Enterprises, Ltd.
                          Notes to Financial Statements
                  For the Three Months Ended March 31, 2000 and
                1999 and for the Six Months Ended March 31, 2000
                                    and 1999
                                   (Unaudited)

1.   Basis of Presentation

     These  unaudited  financial  statements  were prepared in  accordance  with
     instructions for Form 10-QSB and therefore,  do not include all disclosures
     necessary  for a  complete  presentation  of the  statements  of  financial
     condition,  operations and cash flows in accordance with generally accepted
     accounting  principles.   However,  in  the  opinion  of  management,   all
     adjustments for a fair  presentation of the financial  statements have been
     included.  Results for interim  periods are not  necessarily  indicative of
     results expected for the year.

     These financial statements should be read in conjunction with the financial
     statements and related notes,  which are  incorporated  by reference in the
     Company's  Annual  Report on Form 10-KSB for the year ended  September  30,
     1999 and also in conjunction with the Ises Corporation financial statements
     incorporated by reference for the years ended December 31, 1999 and 1998 on
     Form 8-K as amended.

2.   Reverse Acquisition

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

     In  connection  with the merger,  the Company  provided for the issuance of
     10,000,000  shares of common stock (which  shares had not been  released by
     the  transfer  agent at March 31,  2000) and 10,000  shares of  convertible
     preferred  stock (which  shares also had not been  released by the transfer
     agent as of March 31, 2000) for 100% of the outstanding shares of ISES. The
     convertible  preferred stock automatically  convert to 10,000,000 shares of
     common stock on February 28, 2002. Also in connection  with the merger,  an
     additional 2,200,000 shares of common stock


                                       4

<PAGE>


     were issued to others in exchange for locating the  investment  opportunity
     and using  their best  efforts to raise  $2,000,000  to fund the  Company's
     working capital needs and general corporate purposes.

     The Company had 4,896,000 shares of Common Stock outstanding at the date of
     the merger.

3.   Earnings Per Share of Common Stock

     Basic earnings per share are computed based on the weighted-average  common
     shares outstanding (plus shares committed to be issued) during the period.

     Diluted earnings per share are computed by considering the weighted-average
     common shares outstanding (plus shares committed to be issued) and dilutive
     potential  common shares as a result of conversion  features of convertible
     preferred  stock and outstanding  stock options.  The effect of convertible
     preferred  stock  and  outstanding  stock  options  were  not  used  in the
     calculation of diluted earnings per share as they were anti-dilutive during
     the periods shown.

4.   Stock Options

     During the three months ended March 31, 2000, the Company  issued  employee
     stock  options  for 75,000  shares of common  stock.  The  options  will be
     exercisable  in  conformity  with a stock  option  plan that the Company is
     presently formulating. No options were exercised during the period.

5.   Income Taxes

     ISES, the acquired  company,  was an S corporation  for income tax purposes
     and as such,  was not subject to federal  income tax. Any taxable income or
     loss generated by ISES flowed through the corporation to its  stockholders.
     White Rock  Enterprises,  Inc. had no  significant  taxable  income or loss
     prior to the merger.  No  provision  for a tax  benefit  relating to losses
     incurred subsequent to the merger date has been recorded due to substantial
     uncertainty  as to the  ultimate  realization  of a tax  benefit  from  the
     losses.

6.   Additional Issuance of Common Stock

     During the quarter  ended March 31, 2000,  the Company also issued  760,000
     shares  of  common  stock in  exchange  for  $760,000  in a  private  stock
     placement.



                                       5
<PAGE>



ITEM 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Forward-Looking Statements

The discussion in this Report on Form 10-QSB contains forward-looking statements
that  have  been made  pursuant  to the  provisions  of the  Private  Securities
Litigation  Reform Act of 1995.  Such  forward-looking  statements  are based on
current  expectations,  estimates and projections about the Company's  business,
based on management's current beliefs and assumptions made by management.  Words
such as  "expects",  "anticipates",  "intends",  "believes",  "plans",  "seeks",
"estimates" and similar expressions or variations of these words are intended to
identify such forward-looking statements. Additionally, statements that refer to
the  Company's  estimated  or  anticipated  future  results,  sales or marketing
strategies, new product development or performance or other non-historical facts
are  forward-looking  and reflect the  Company's  current  perspective  based on
existing information.  These statements are not guarantees of future performance
and are  subject  to  certain  risks,  uncertainties  and  assumptions  that are
difficult  to  predict.  Therefore,  actual  results  and  outcomes  may  differ
materially  from what is expressed  or  forecasted  in any such  forward-looking
statements.  Such risks and  uncertainties  include those set forth herein below
under "Risk Factors That May Affect  Future  Results of  Operations"  as well as
previous public filings with the Securities and Exchange Commission. The Company
undertakes  no  obligation to update  publicly any  forward-looking  statements,
whether as a result of new information, future events or otherwise.

Overview

White Rock  Enterprises,  Ltd.  was founded in 1998.  Since its  inception,  the
Company  was in a  development  stage  with boot  drying  equipment  and had not
conducted any business activities or generated any revenues.  Effective February
28,  2000  (the  date of  filing of a  Certificate  of  Merger  with the  Nevada
Secretary of State),  the Company merged with ISES  Corporation with the Company
as the surviving corporation.  ISES Corporation ("ISES") was an Iowa corporation
incorporated May 14, 1997 as 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. Since its inception,
ISES Corporation's activities to date have consisted of:

     -    Developing  the Airsoft  Travel Kit software  product  which  includes
          destination   information,   language  training,   games  and  airline
          information for IFE systems.

     -    Licensing and installing the Airsoft Travel Kit Games on international
          and domestic airlines with IFE equipped aircraft.

     -    Providing  interactive   television  set-top  box  manufacturers  with
          professional software design, programming and graphic design services.


                                       6
<PAGE>


     -    Research and development  strategies to productize  ISES  intellectual
          property assets for interactive television.

     -    Contracting   with   interactive   television   suppliers  to  support
          promotional efforts of their related products.

     -    Expanding its  engineering,  sales and marketing  staff to address the
          STB and IFE markets.

Management.  Pursuant  to the merger  transaction  the  management  team of ISES
Corporation became the Company's  management team. These executives replaced all
previous Company executives with positions now being held by:

     Rick Grewell (42) -- President and CEO
     Steve Johnson (39) -- Vice President of Marketing
     Antony Hoffman (38) -- Vice President of Research and Development
     Mark Malinak (39) -- Vice President of Sales

The Company's directors are Messrs. Grewell,  Johnson, Hoffman, Malinak and Dean
Davis (26).

Operations.  The merged Company operates from the established ISES  headquarters
located at 2600 72nd  Street,  Des  Moines,  Iowa 50322 and  expects to move its
headquarters  to 10641 Justin Drive,  Urbandale,  Iowa 50322 on or about May 22,
2000. The Company  continues its SEC registration  under White Rock Enterprises,
Ltd. and is traded on the  over-the-counter  bulletin board: OTCBB:  WHTE.OB. In
addition to its offices in Des Moines, the Company has a sales office in Austin,
Texas and an  affiliation  with an  engineering  and  graphic  design  office in
Toronto,  Canada known as ISES Canada.  The combined  three offices  develop and
market  software  products and services for IFE systems and STB for  interactive
television  created by ISES.  The  products are marketed and sold under the ISES
brand name. The Company has ceased all  developments  and operations of its boot
dryer product technologies and its license to use this technology was terminated
as a result of the merger.

The Company  intends to select and operate  under a new company  name within the
next twelve (12) months to provide more  definitive  recognition in the STB, IFE
and equity  markets.  The Company will file all  necessary SEC  instruments  and
disclose all  required  information  on the  Company's  name and trading  symbol
change in the future.

Products.  The Company markets software applications for the IFE and interactive
television  markets.  Its  Airsoft  Travel  Kit  software  targets  IFE  systems
manufactured by Rockwell  Collins,  Matsushita  Avionics and Sony Trans Com. The
Travel Kit is comprised of digital  information and entertainment  software that
airline passengers can access from video displays at their passenger seats while
traveling. The complete Travel Kit consists of destination information, language
training and


                                       7
<PAGE>


games and customized airline information.  The package can be sold as a complete
package or as individual components. The Company has sold packages of Travel Kit
games  that are  currently  flying on  international,  wide body  aircraft.  The
Company has licensed  destination  information and language training from Lonely
Planet  Publishing  based in  Australia.  Airsoft  Travel Kit Games are created,
copyrighted,  owned and licensed by the Company.  The Company has also  licensed
Tetris (R) game content from Blue Planet Software, San Francisco, California for
use in its In-Flight Tetris(TM) game for in-flight entertainment. The game suite
consists of 18  assorted  board,  card,  arcade,  children's  games and games of
chance.  The  Company is porting  these  games to  interactive  television  STBs
targeting interactive cable and telephone networks. The Company plans to broaden
its software product offering for both the interactive television market and IFE
markets. The Company's products are sold on a royalty based model that generates
revenue at the time of customer contract  execution and provides annual revenues
for continued  use of the software.  IFE products have been sold to airlines and
to  IFE  equipment  manufacturers.  The  Company  intends  to  sell  interactive
television  software  products to cable and telephone  network operators and STB
manufacturers.

Services. The Company is staffed with software engineers experienced in software
design and  programming  for  emerging  embedded  computer  systems  and digital
graphic  artists  experienced  in  graphical  user  interfaces  and  display for
consumer electronic applications.  The Company has provided development services
to  airlines,  IFE  equipment  manufacturers  and digital STB  manufacturers  to
support  product  development,   promotion  and  deployment.   The  Company  has
established and maintained a services  relationship  with Motorola's  Multimedia
Systems  Division   supplying  graphic  and  user  interface  design,   software
programming  and  integration  services in support of  Motorola's  StreamasterTM
digital STB architecture.  Motorola  Multimedia  Systems Division is part of the
Imaging and  Entertainment  Solutions  group within the  Motorola  Semiconductor
Products Sector (SPS).

Revenues.  Through  March 31, 2000,  the  Company's  revenues  were derived from
license  fees and  renewals of its  Airsoft  Travel Kit Games for the IFE market
software and engineering  services provided to interactive  television equipment
manufacturers  and  technology  providers.   The  Company's  IFE  revenues  were
comprised of two types:  (i) license fees from  airlines for Airsoft  Travel Kit
Game  products  previously  sold;  and (ii)  OEM  initial  product  sales to IFE
equipment  manufacturers  for  Airsoft  Travel Kit Game  products.  Air  France,
Airtours  International  and Rockwell  Collins are currently using the Company's
software products on deployed IFE equipped  aircraft.  The Company also receives
engineering service fees from interactive  television STB manufacturer  Motorola
and technology provider Canal+ US Technologies.  License fees, where the Company
does  not  anticipate  incurring  significant   additional  support  costs,  are
recognized at the time of sale.  Maintenance  fees from the  Company's  software
products  are  recognized  (based on  software  license  fee at time of  license
commencement  or renewal)  ratably  over the term of the  maintenance  contract.
Engineering  service  fees are  recognized  using the  invoice  amount for labor
hours. Fees from installation services are recognized as services are provided.


                                       8
<PAGE>


The  Company  intends to derive the  primary  portion  of its  revenues  through
Company  software  product  sales.  Revenue is  collected  on  execution  of the
software product license and is subject to renewal fees on each anniversary date
of the agreement thereafter. The Company plans to continue distributing products
directly to end users as well as to original equipment  manufacturers (OEMs) who
bundle and resell the Company's  products to end users.  The Company  intends to
continue deriving  engineering service fee revenues from both end users and OEMs
as those  activities  represent  an  immediate  revenue  stream and presents the
Company with product licensing opportunities with the OEMs and their customers.

Cost of Revenues.  The cost of product sales consist  primarily of related costs
for research and development  personnel to modify and integrate existing product
software for each  customer.  The majority of the  Company's  products have been
created and  copyrighted  by ISES. The Company has licensed  In-Flight  TetrisTM
from Blue Planet Software and incurs  licensing costs for each copy  inventoried
for or  distributed  to the IFE market.  The Company  has also  licensed  travel
information from Lonely Planet  Publishing and incurs licensing costs for copies
distributed  to the IFE market.  Cost of services  consist  primarily  of direct
engineering  labor  and  materials   associated  with  arrangements  to  provide
engineering services.

Research  and  Development.  The  Company's  research  and  development  expense
includes costs  associated  with its  engineering  and  operations  departments,
including personnel costs, allocated facilities-related expenses and payments to
third-party  consultants.  The Company expects research and development expenses
will  increase  in the  future as  additional  personnel  are  hired to  support
anticipated growth.

Sales and  Marketing.  The  Company's  sales  and  marketing  expenses  includes
salaries,  commissions,  travel related costs and promotional costs. The Company
expects its sales and marketing  expenses to increase as the Company attempts to
promote   awareness  of  the  Company  and  its  products  through   tradeshows,
conferences  and direct  marketing,  establishing  new facilities and hiring new
personnel.  Sales and  marketing  expenses  will also  increase  as the  Company
develops and expands its relationships with third party technology providers.

General  and  Administrative.   General  and  administrative   expense  includes
administrative  and  executive  personnel  costs,  allocated  facilities-related
expenses and other  administrative  costs.  The Company expects that general and
administrative  expense  will  increase  in  the  future  as the  Company  hires
additional  personnel  and incurs  costs  related to the  anticipated  growth in
business and cost of operating as a public company.

Results of Operations

Since the inception of ISES (now the Company),  it has been engaged primarily in
the business of developing and licensing of ISES software products and providing
engineering  software  and  graphic


                                        9
<PAGE>


design  services.   Accordingly,   historical  results  of  operations  are  not
indicative  of  and  should  not  be  relied  upon  as an  indicator  of  future
performance.

All revenue and the majority of the costs and expenses  disclosed in this report
were  generated  by ISES  Corporation.  White Rock had no  revenue  prior to the
merger with ISES  Corporation and minimal costs and expenses.  As a result,  the
consolidated  comparative data represents the comparison of ISES revenue,  costs
and expenses for the same period in the previous year.

Three Months Ended March 31, 2000 and 1999

Revenues

Total  revenues  increased  24% to $207,000 for the three months ended March 31,
2000,  compared to $166,000  for the three  months  ended  March 31,  1999.  The
increase  was  related to an increase in product  license  revenues  and license
updates.  Product  license  fees  represented  68% of  revenues  versus  32% for
engineering  service  fees.  During  the three  months  ended  March  31,  2000,
transactions  with  Motorola,   Airtours   International  and  Rockwell  Collins
accounted for 32%, 38% and 28%, respectively of the Company's total revenues.

Costs and Expenses

Total costs increased 32% to $360,000 for the three months ended March 31, 2000,
compared to $273,000 for the three months ended March 31, 1999. The increase was
related to payroll and related costs, added software development costs needed to
support increased  business and anticipated  future growth. The Company believes
that costs and  expenses  will  continue  to  increase  as it attempts to expand
operations (including product development) and sales and marketing efforts.

Payroll and Related  Benefits.  Payroll and related  benefits  increased  39% to
$191,000 for the three  months ended March 31, 2000 from  $138,000 for the three
months  ended March 31, 1999  reflecting  costs  associated  with the  Company's
growth in sales and research and development expansion.

Software  Development and Consulting.  Software development and consulting costs
increased 23% to $105,000 for the three months ended March 31, 2000 from $85,000
for the three months ended March 31, 1999, reflecting an increase in third party
consulting.

Other  Expenses.  Other  expenses  increased 28% to $65,000 for the three months
ended March 31, 2000 from $51,000 for the three months ended March 31, 1999. The
increase is reflective of costs associated with the Company's growth.

                                       10
<PAGE>

Six Months Ended March 31, 2000 and 1999

Revenues

Total  revenues  increased  20% to $439,000  for the six months  ended March 31,
2000, compared to $366,000 for the six months ended March 31, 1999. The increase
was related to an  increase in product  license  revenues  and license  updates.
Product  license fees  represented  53% of revenues  versus 47% for  engineering
service  fees.  During the six months  ended March 31, 2000,  transactions  with
Motorola, Canal+U.S.  Technologies,  Airtours International and Rockwell Collins
accounted  for  44%,  20%,  18% and 17%,  respectively  of the  Company's  total
revenues.

Costs and Expenses

Total costs  increased  49% to $644,000 for the six months ended March 31, 2000,
compared to $432,000 for the six months  ended March 31, 1999.  The increase was
related  to  merger  administrative  costs,  sales  commission  costs  and added
software  development costs needed to support increased business and anticipated
future  growth.  The Company  believes  that costs and expenses will continue to
increase as it attempts to expand operations (including product development) and
sales and marketing efforts.

Payroll and Related  Benefits.  Payroll and related  benefits  increased 107% to
$345,000  for the six months  ended  March 31,  2000 from  $167,000  for the six
months ended March 31, 1999 reflecting  research and development,  marketing and
administrative  employee expansion in Des Moines,  Iowa and establishing a sales
office in Austin, Texas.

Software  Development  and  Consulting.   Software  Development  and  Consulting
expenses  increased  2% to $182,000 for the six months ended March 31, 2000 from
$178,000 for the six months ended March 31, 1999.

Other  Expenses.  Other  expenses  increased  34% to $117,000 for the six months
ended  March 31,  2000 from  $87,000  for the six months  ended  March 31,  1999
reflecting costs associated with the Company's growth.

Liquidity and Capital Resources

The Company requires working capital to fund its operations. The Company expects
to continue to experience  losses from operations and negative cash flows for at
least the next twelve  month  period.  Effective  February 28, 2000 (the date of
filing of a  Certificate  of Merger  with the Nevada  Secretary  of State),  the
Company  merged  with  ISES  Corporation  with  the  Company  as  the  surviving
corporation.  The merger was  arranged  for the  Company by  Investment  Capital
Corporation  and  Pursuit   Capital  LLC,   venture  capital  firms  located  in
Scottsdale,  Arizona in accordance with  understandings  these entities  reached
with ISES  Corporation  to raise capital in private  transactions.

                                       11

<PAGE>

According to their  agreement,  these entities were to use their best efforts to
raise  $2,000,000 to fund the Company's  post-merger  research and  development,
marketing  and  overall  expansion.  Pursuant  to and in  consideration  of this
arrangement  and the  identification  of the  potential  merger as an investment
opportunity,  the  Company  issued  2,200,000  shares of its $.001 par value per
share common stock to these entities and/or their  designees.  During the fiscal
quarter  ended March 31, 2000 these  entities  conducted a private  placement on
behalf of the Company and raised $760,000, the proceeds of which have been given
to the Company. For these funds, the Company issued an additional 760,000 shares
of its $.001 per share common stock. The  understanding of the parties obligates
these venture capital  entities to use their best efforts to provide  additional
funding of $1,240,000 (without the issuance of any additional shares of stock by
the Company) not later than six months after the merger.

According to the terms of the merger, Dean R. Grewell, III and Palma Grewell are
still to receive, in the aggregate, 10,000,000 shares of the Company's $.001 par
value per share common stock and 10,000 shares of convertible preferred stock of
the Company (which shares are convertible into an additional  10,000,000  shares
of  the  Company's  $.001  par  value  common  stock)  in  consideration  of the
cancellation of their shares of ISES Corporation  pursuant to the merger.  As of
March 31, 2000 those shares had not yet been issued.

The proceeds of the private placement and of the additional capital resources to
be provided by the venture  capital firms are being and will be used for working
capital  and  general  corporate  purposes,  including  expansion  of sales  and
marketing  efforts,  increases  in  research  and  development  activities,  any
licensing and acquisition of new technologies  and legal and accounting  expense
incurred  as a result  of the  merger  and  relating  to the  Company's  ongoing
business.

Since incorporation,  ISES has experienced various levels of losses and negative
cash flow from operations and notwithstanding the merger,  expects to experience
negative cash flows in the foreseeable future. In addition, the Company may need
to raise  additional  capital and there can be no assurance  the merged  Company
will be able to obtain  additional  financing on favorable  terms, if at all. If
additional  capital cannot be obtained on acceptable  terms, if and when needed,
the Company may not be able to further  develop or enhance ISES  products,  take
advantage  of future  opportunities  or  respond  to  competitive  pressures  or
unanticipated requirements, any of which could have a material adverse effect on
the Company's business.

Year 2000 Compliance

The Company  has tested its  internally  developed  information  technology  and
non-information  technology  systems at the beginning of the Year 2000. Based on
such testing, the Company has not to date experienced any issues due to the "Y2K
Bug" and management believes that such systems are Year 2000 compliant.



                                       12
<PAGE>


            RISK FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS

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

The Company Expects to Incur Operating and Net Losses

The Company has a limited operating history,  has incurred significant losses in
the past year and, at March 31, 2000, had an accumulated deficit of $536,000. To
date the Company has recognized growing revenue however, its ability to generate
revenue is subject to  substantial  uncertainty.  The  Company  expects to incur
significant  additional losses and continued  negative cash flow from operations
in 2000  and it may  never  become  profitable.  The  Company  expects  to incur
significant  sales and  marketing,  research  and  development  and  general and
administrative  expenses. The Company will need to generate significant revenues
to  achieve   profitability   and  positive   operating  cash  flows.   Even  if
profitability and positive operating cash flow are achieved, the Company may not
be able to achieve, sustain or increase profitability or positive operating cash
flow on a quarterly or annual basis.

The Company's  Limited Operating History and the Emerging Market for Interactive
Television and In-Flight Entertainment Systems Make Its Future Financial Results
Unpredictable

The  Company's  business  and  prospects  depend on the  development  and market
acceptance  of  interactive  television  and the  growth of  aircraft  in-flight
entertainment  systems.  The Company's future revenue prospects are subject to a
high degree of uncertainty. Currently, it derives revenues evenly from in-flight
entertainment  software  license  fees and  interactive  television  engineering
service fees. In the future,  however,  the Company intends to generate  revenue
primarily  from software  license fees  particularly  in the emerging  market of
interactive   television  while  maintaining  modest  growth  in  the  in-flight
entertainment  market.  The market for interactive  television  software is new,
unproven and subject to rapid technology  change.  This market may never develop
or may develop at a slower rate than  anticipated.  In addition,  the  Company's
success  in  marketing  the  Company  as a supplier  of  interactive  television
application software is dependent upon developing and maintaining  relationships
with industry-leading computer and consumer electronics  manufacturers,  network
operators and Internet content  providers.  There is already  competition in the
market to provide interactive  television software.  Companies such as Liberate,
Intellocity,  Microsoft,  and AOL have  established  a market  presence and have
significantly  greater  financial,  marketing and technical  resources  than the
Company.  These companies who offer interactive  television application software
may  capture a larger  portion of the market  than the  Company.  Any failure to
establish  relationships with interactive television equipment manufacturers and
network operators will have a material adverse effect on the Company's  business
and prospects.


                                       13
<PAGE>



The Company's  Business is Dependent Upon the  Successful  Deployment of Digital
Set Top Boxes for Interactive Television and the In-Flight Entertainment Systems
Targeted by the Company

The Company's  software  products  target  specific  interactive  television and
in-flight  entertainment  systems and the opportunity to generate revenue can be
directly  related to the number  and the timing of systems  deployed.  It is the
Company's  intent to pursue and support the most popular  system  platforms  for
these  markets.  If the  platforms  targeted fail to establish  significant  and
timely  deployment in the market it will have a material  adverse  effect on the
Company's business and prospects.

The  Company  Faces  Competition  from  Companies  with  Significantly   Greater
Financial, Marketing, and Technical Resources

The markets for interactive  television and in-flight  entertainment systems are
competitive.  Companies that offer competing software  applications and services
for interactive  television include Liberate,  Intellocity,  Microsoft,  AOL and
others.  These  entities each have a larger  customer  base, a greater number of
applications,  and greater brand  recognition,  market  presence and  financial,
marketing and  distribution  resources  than the Company.  Other  companies that
offer competing software  applications and services for in-flight  entertainment
include Nintendo, Infogrames, Tenzing, and Intergame some of which have a larger
customer base, a greater number of applications,  and greater brand recognition,
market  presence and financial,  marketing and  distribution  resources than the
Company. As a result, the Company will have difficulty  increasing the number of
design "wins" for its products and services.

The Company May Not Be Able to Respond to the Rapid Technological  Change in the
Markets in Which It Competes

The Company currently participates in markets which are subject to:

     o    rapid technology change

     o    frequent product upgrades and enhancements

     o    changing customer requirements for new products and features and

     o    multiple, competing and evolving industry standards.

The introduction of the software applications  targeting interactive  television
and in-flight entertainment containing new technologies and the emergence of new
industry  standards  could  render the  Company's  products  less  desirable  or
obsolete.  In  particular,  the Company  expects that  changes in the  operating
system  environment  including  client and server  middleware will require it to
rapidly evolve and adapt its products to be competitive.  As a result,  the life
cycle of each release of the Company's products is difficult to estimate.  To be
competitive,  the Company  will need to develop and  release  new  products  and
upgrades that respond to technological changes or evolving industry


                                       14
<PAGE>


standards on a timely and  cost-effective  basis. There can be no assurance that
the Company  will  successfully  develop and market  these types of products and
upgrades or that the Company's products will achieve market  acceptance.  If the
Company fails to produce  technologically  competitive  products in a timely and
cost-effective  manner,  its  business  and results of  operations  could suffer
materially.

Volatility of Stock Price

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

PART II  OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS.

None.

ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS

In connection with the merger of ISES with and into the Company, the Acquisition
Agreement and Plan of Merger  (previously  filed as Exhibit 1.1 to the Company's
Current Report on Form 8-K filed March 1, 2000) provided for the issuance of (i)
10,000,000  shares of common stock  (which  shares had not yet been issued as of
March 31, 2000);  and (ii) 10,000 shares of convertible  preferred  stock (which
shares  also  had  not  yet  been  issued  as  of  March  31,  2000)  which  are
automatically  convertible into 10,000,000 shares of common stock of the Company
two (2) years after the Closing Date of the Merger which was February 28, 2000.

An additional  2,200,000 shares of common stock were issued to various designees
of Investment  Capital  Corporation and Pursuit Capital,  LLC in connection with
the merger,  in exchange for the  commitment of these entities to use their best
efforts to raise $2,000,000 to fund working capital needs and general  corporate
purposes,  including,  but not  limited  to,  expansion  of sales and  marketing
efforts,  research and development  activities,  licensing of new technology and
payment of additional legal and accounting  services occasioned by the merger of
the Company  and ISES.  These  entities  conducted  a private  placement  of the
Company's $.001 par value common stock during the fiscal quarter ended March 31,
2000 and  raised  $760,000,  in  consideration  of which the  Company  issued an
additional 760,000 shares of its common stock. These entities are to provide the
Company  with an  additional  $1,240,000  in  equity  funding  (without  further
issuance of equity  securities  by the  Company) not later than six months after
the merger.


                                       15
<PAGE>


None of such shares of common stock or preferred stock was or will be registered
under the Securities Act of 1933, as amended.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The merger was approved by the consent of the  shareholders  of ISES on February
10,  2000.  Shareholder  approval by the  shareholders  of the Company (a Nevada
corporation)  was not required by the  applicable  provisions of Nevada law. The
Board of Directors of the Company did,  however,  approve the merger on February
10, 2000.

ITEM 5: OTHER INFORMATION

None

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

        (a)    Exhibits:

        10.1   Consulting   Agreement  dated  February  25,  1999  between  ISES
               Corporation and Trivia Mania

        10.2   Copyright and Trademark License and Distribution  Agreement dated
               September 30, 1999 between The Tetris  Company,  L.L.C.  and ISES
               Corporation

        10.3   License Agreement and Software Development  Agreement dated as of
               November 2, 1999 and  November 22,  1999,  respectively,  between
               CANAL+ and ISES Corporation

        10.4   Investment Capital  Corporation - Letter agreements dated January
               18, 2000, February 9, 2000 and February 10, 2000 regarding Merger
               of  White  Rock   Enterprises   Ltd.  and  Ises  Corporation  and
               investment in merged company

        10.5   Investment  Capital  Corporation  - Memo  regarding  proposed new
               capital structure of White Rock Enterprises,  Ltd. reflecting the
               merger

        10.6   In-Flight  Entertainment  Software License  Agreement dated March
               31, 1999 between Airtours International Airways, Limited and ISES
               Corporation

        10.7   Content License  Agreement dated November 15, 1999 between Lonely
               Planet Publications Pty. Ltd. and ISES Corporation


                                       16
<PAGE>


        10.8   License and Distribution Agreement dated October 1, 1999 pursuant
               to which ISES  Corporation  appoints  Licensee-Rockwell  Collins,
               Inc. and End User-Air France

        10.9   Software  Development  Agreement  dated  December 4, 1998 between
               Motorola,  Inc. and International Systems Entertainment Software,
               Inc.

        10.10  ISES Statement of Work for Motorola  Application  User Interfaces
               (Exhibit C) dated June 25, 1999

        10.11  Professional  Services  Agreement  dated March 27,  2000  between
               "Client" and Icon Laboratories and related Statement of Work

     (b)  A report on Form 8-K  describing the merger of ISES  Corporation  with
          and into White Rock  Enterprises,  Ltd. was filed on March 1, 2000. An
          amendment  to the Form 8-K  filing  will be filed in order to  present
          certain historical financial information.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                             WHITE ROCK ENTERPRISES, LTD.

Date:  May 18, 2000                          By: /s/
                                                 -------------------------------
                                                 Dean R. Grewell, III, President


                                       17