SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark one)

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

 [ ] Transition Report Under section 13 or 15(d) of the Securities  Exchange Act
     of   1934   for   the   transition    period   from    ______________    to
     ___________________

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

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

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

                    10641 JUSTIN DRIVE, 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.


<PAGE>


As of December 31, 2000, the registrant had 17,856,000 shares of common stock,
$.001 par value, issued and outstanding and 10,000 shares of convertible
preferred stock issued and outstanding which are convertible into 10,000,000
shares of common stock, $.001 par value, on February 28, 2002.

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


                                       2


<PAGE>


PART I   FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS


SNAP2 Corporation
 Balance Sheets

<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                                         December 31,  September 30,
                                                                             2000          2000
                                                                         -----------   -------------
<S>                                                                      <C>            <C>
Assets
Cash and cash equivalents                                                $    42,403    $    18,956
Accounts receivable                                                          126,053        127,279
                                                                         -----------    -----------
         Total current assets                                                168,456        146,235

Equipment, net of accumulated depreciation                                    72,539         76,833

Other assets                                                                   3,375          4,760
                                                                         -----------    -----------

            Total assets                                                 $   244,370    $   227,828
                                                                         ===========    ===========

Liabilities and Stockholders' Equity (Deficit)
Accounts payable                                                         $   162,070    $    56,390
Accrued payroll and related liabilities                                       65,155         36,339
Accrued royalty                                                                6,000          3,750
Accrued interest payable                                                       2,804             --
Deferred income                                                               24,984          9,343
Line of credit                                                               141,000             --
Current portion of long-term debt                                             19,172         21,445
                                                                         -----------    -----------
         Total current liabilities                                           421,185        127,267


Long-term debt                                                               205,443        203,170
                                                                         -----------    -----------
         Total liabilities                                                   626,628        330,437
                                                                         -----------    -----------

Stockholders' equity:
     Common stock - $0.001 par value; 50,000,000 shares
     authorized; 17,856,000 shares issued and outstanding                     17,856         17,856
     Convertible preferred stock - $0.001 par value; 20,000,000
     Shares authorized; 10,000 shares issued and outstanding
     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. (note 2)                                               10             10
     Additional paid-in capital                                            1,332,608      1,188,858
     Accumulated deficit                                                  (1,715,082)    (1,291,683)
     Unearned compensation                                                   (17,650)       (17,650)
                                                                         -----------    -----------
         Total stockholders' deficit                                        (382,258)      (102,609)
                                                                         -----------    -----------

            Total liabilities and stockholders' equity                   $   244,370    $   227,828
                                                                         ===========    ===========
</TABLE>


                                       3


<PAGE>


SNAP2 Corporation
Income Statements (Unaudited)
For the Three Months Ended December 31, 2000 and 1999

                                                      2000            1999
                                                  -----------     -----------
Revenue
    License fees                                  $    33,200     $    86,448
    Consulting                                        205,069         140,624
    Maintenance                                        14,359           4,984
                                                  -----------     -----------
      Total revenue                                   252,628         232,056
                                                  -----------     -----------
Expenses
    Payroll                                           374,143         140,364
    Payroll taxes                                      21,251           5,871
    Employee health insurance                          17,136           8,192
    Employer 401(k) contribution                       13,000              --
    Software development and consulting                86,411          77,402
    Administration                                     87,252           7,616
    Interest                                            6,898           5,895
    Travel                                             42,789          30,045
    Marketing                                           4,942           2,336
    Miscellaneous                                       3,321             570
    Equipment and office rent                          13,105           4,521
    Depreciation                                        5,779           1,500
                                                  -----------     -----------
      Total expenses                                  676,027         284,312
                                                  -----------     -----------

        Net loss                                  $  (423,399)    $   (52,256)
                                                  ===========     ===========

Earnings (loss) per share
    Net loss per share -
       Basic and diluted                          $     (0.02)    $     (0.01)
                                                  ===========     ===========

    Weighted average shares (note 3)
       Basic and diluted                           17,856,000      10,000,000
                                                  ===========     ===========


                                       4


<PAGE>


SNAP2 Corporation
 Statements of Cash Flows (Unaudited)
 For the Three Months Ended December 31, 2000 and 1999

                                                            2000         1999
                                                         ---------     ---------
Cash flows from operating activities
     Net loss                                            $(423,399)    $(52,256)
     Adjustments to reconcile net loss to net cash
       used by operating activities:
         Depreciation                                        5,779        1,500
         Deferred income                                    15,641        5,016
         Gain on disposal of assets                             --        2,671
         Changes in:
            Accounts receivable, trade                       1,226      (12,641)
            Accounts payable and accrued expenses          139,550       48,183
                                                         ---------     --------
            Net cash used by operating activities         (261,203)      (7,527)
                                                         ---------     --------
Cash flows from investing activities
     Purchases of equipment                                 (1,485)          --
     Other assets                                            1,385      (15,260)
                                                         ---------     --------
            Net cash used by investing activities             (100)     (15,260)
                                                         ---------     --------
Cash flows from financing activities
     Checks disbursed in excess of amounts on deposit           --          685
     Proceeds from line of credit                          141,000           --
     Additional paid-in capital from investors (note 2)    143,750           --
                                                         ---------     --------
            Net cash provided by financing activities      284,750          685
                                                         ---------     --------

Increase (decrease) in cash and cash equivalents            23,447      (22,102)

Cash and cash equivalents, beginning of period              18,956       22,102
                                                         ---------     --------

     Cash and cash equivalents, end of period            $  42,403     $     --
                                                         =========     ========


                                       5


<PAGE>


                                SNAP2 Corporation
                          Notes to Financial Statements
              For the Three Months Ended December 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 from the
     Company's  Annual  Report on Form 10-KSB for the year ended  September  30,
     2000.

2. REVERSE ACQUISITION

     Effective  February 28, 2000,  White Rock  Enterprises,  Ltd.  (n/k/a SNAP2
     Corporation)  (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 $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 the 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  and  10,000  shares  of  convertible
     preferred stock for 100% of the outstanding shares of ISES. The convertible
     preferred stock automatically converts to 10,000,000 shares of common stock
     on February 28, 2002.  Also in  connection  with the merger,  an additional
     2,200,000  shares of common  stock were  issued to others in  exchange  for
     locating  investors  and a  commitment  to  raise  $2,000,000  to fund  the
     Company's  working  capital  needs and general  corporate  purposes.  As of
     December 31, 2000,  $570,610 had been  received and recorded as  additional
     paid in capital.


                                       6


<PAGE>


3. EARNINGS PER SHARE OF COMMON STOCK

     Basic earnings per share are computed based on the weighted-average  common
     shares outstanding during the period.

     Diluted earnings per share are computed by considering the weighted-average
     common shares  outstanding and dilutive potential common shares as a result
     of  conversion  features of  convertible  preferred  stock and  exercise of
     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  December  31,  2000,  the  Company  issued
     employee  stock  options for 40,000 shares of common stock and also granted
     stock  options for an  additional  92,500  shares to employees who have met
     certain length of employment requirements.  The options will be exercisable
     in  conformity  with a stock  option plan that was approved by the Board of
     Directors  and a majority of the  shareholders  of the Company on March 15,
     2000.  Stock  options are  generally  granted at fair value and vest over a
     four-year  period.  The plan is more restrictive for any options granted to
     shareholders  owning in excess of ten percent of outstanding  common stock.
     No options were exercised  during the period.  The Company has  outstanding
     options for 527,500 shares of common stock at December 31, 2000.

5. NOTES PAYABLE

     The Company has entered into a $200,000 bank line of credit agreement.  The
     line of credit is  collaterlized  by real property  owned by a stockholder,
     matures November 10, 2001 and bears interest at the bank's  commercial base
     interest  rate.  During the quarter  ended  December 31, 2000,  the Company
     borrowed $141,000 under this line.

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward-Looking Statements

The  discussion  in  this  Report  on  Form  10-Q-SB  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


                                       7


<PAGE>


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  discussion  of the
Company's  financial  condition and results of operations should also be read in
conjunction  with the financial  statements and related notes included in Item 1
of this  quarterly  report.  The  Company  undertakes  no  obligation  to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

Overview

SNAP2  Corporation  (f/k/a White Rock  Enterprises,  Ltd.) is a software product
developer and software service provider for embedded systems  including  set-top
boxes (STB) for interactive  television,  in-flight  entertainment systems (IFE)
for  passenger  aircraft and Internet  appliances  for the consumer  electronics
market. The Company's activities to date have consisted of:

     -   Entering into an active services  agreement with Microsoft  Corporation
         WebTV to provide embedded  software  services for its Internet enabled,
         set-top box.

     -   Continuing  support,  integration  and deployment of its Airsoft Travel
         Kit Games software product on the following airlines:

          - Air France

          - Delta Air Lines

          - Aer Lingus

          - LanChile

          - AOM French Airlines

          - Airtours

     -   Entering into software  license  agreements with airlines that generate
         recurring  revenue on the anniversary date of the license when extended
         by the airline. The Company's Airsoft Travel Kit Games is installed and
         flying on 115 wide-body aircraft worldwide.

     -   Partnering  with  Sun  Microsystems  and ICTV to  demonstrate  SNAP2
         interactive television, Java-technology based software for JavaTV(TM)at
         the Western Cable Show 2000.

     -   Demonstrating SNAP2 Internet appliance software  technologies with Wind
         River Systems at the Embedded Systems Conference West 2000.

     -   Expanding the research and development  staff to grow software  service
         capacity  and  continue  development  of  SNAP2  intellectual  property
         product assets for embedded systems.

     -   Expanding its  engineering,  sales and  marketing  staff to address the
         Interactive Television, Internet Appliance, In-Flight Entertainment and
         Embedded Systems markets.


                                       8


<PAGE>


Management. The Company's management positions are now held by:

     Rick Grewell (42) -- President and CEO
     Steve Johnson (40) -- Vice President of Marketing
     Antony Hoffman (39) -- Vice President of Research and Development
     Mark Malinak (40) -- Vice President of Sales

The Company's directors are Messrs.  Grewell,  Johnson,  Hoffman,  Malinak, Dean
Davis and Mike Hennel (42).  In addition,  Stephen Dukes (47) is a nominee for a
position on the Board of Directors and it is anticipated that he will be elected
at the Company's Annual Meeting scheduled for February 22, 2001. Mr. Davis' term
as a director will expire at that time.

Operations.  The Company  operates  from its new  headquarters  located at 10641
Justin  Drive,   Des  Moines,   Iowa  50322.   The  Company  is  traded  on  the
over-the-counter  bulletin  board  (OTCBB)  using the trading  symbol  SSNP.  In
addition to its offices in Des  Moines,  the Company has a home sales  office in
Austin,  Texas and an  affiliation  with  engineering  and graphic  designers in
Toronto,  Canada.  The  combined  three  locations  develop and market  software
products and service the industries targeted by the Company.

Products.  The Company markets software applications for the IFE and interactive
television   markets.   Its  SNAP2  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 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 to Air  France,  Delta Air Lines,  LanChile,  Airtours,  Aer
Lingus and AOM French airlines. The Company has licensed destination information
and language  training from Lonely Planet  Publishing based in Australia.  SNAP2
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'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  is  porting  these  games  to  interactive  television  STBs  targeting
interactive cable and telephone networks.

The Company plans to broaden its software  product  offering for the interactive
television market and the Internet appliance market. The Company intends to sell
interactive  television  and Internet  appliance  software  products to original
equipment  manufacturers,  technology  providers and network  operators in these
markets.  Services and Revenues.  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 embedded
software services to Motorola, Microsoft, and Canal+ for


                                       9


<PAGE>


interactive  television  and  Internet  appliances.  For IFE,  the  Company  has
provided services to Rockwell Collins and to the airlines that required graphics
customization for their SNAP2 Travel Kit Games.

The Company  emphasizes  embedded software  services for revenue  generation and
strategic  positioning of developing  intellectual  property for the interactive
television, Internet appliance and embedded systems markets.

Through December 31, 2000, the Company's revenues were derived from license fees
and  renewals of its SNAP2  Travel Kit Games for the IFE market and 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 SNAP2 Travel Kit Game products.

The Company  intends to derive the primary portion of its revenue growth through
Company  software  services.   The  Company  intends  to  continue  engaging  in
engineering  services  with original  equipment  manufacturers  (OEMs),  network
operators and technology providers. The service engagements are strategic to the
Company as it provides licensing  opportunities for software product and product
development.

The Company  continues to collect  revenues  from its IFE  products.  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 OEMs who
bundle and resell the Company's products to end users.

Expenses.  Expenses consist primarily of payroll and related costs,  third-party
consulting,  other  professional  services and travel.  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.

Results of Operations

Since the inception of ISES Corporation  (now the Company),  it has been engaged
primarily in the business of  developing  and  licensing  software  products and
providing  engineering  software  and  graphic  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 expenses  disclosed in this report for the period ended December
31, 1999 were generated by ISES Corporation. The Company 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 the Company's
results for the period ended December 31, 2000 with revenue,  costs and expenses
of ISES Corporation for the same period in the previous year.


                                       10


<PAGE>


Three Months Ended December 31, 2000 and 1999

Revenues

Total revenues  increased 9% to $253,000 for the three months ended December 31,
2000,  compared to $232,000 for the three months  ended  December 31, 1999.  The
increase was related to an increase in engineering service revenues. Engineering
service fees  represented 81% of revenues  versus 19% for software  license fees
and maintenance.  During the three months ended December 31, 2000,  transactions
with Microsoft, LanChile, Motorola, Air France and Aer Lingus accounted for 75%,
10%, 7%, 5% and 3%, respectively of the Company's total revenues.

Expenses

Total costs  increased  138% to $676,000 for the three months ended December 31,
2000,  compared to $284,000 for the three months  ended  December 31, 1999.  The
increase was related to payroll and related costs,  added  software  development
costs and other  administrative  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 176% to
$426,000  for the three months  ended  December  31, 2000 from  $154,000 for the
three  months ended  December  31, 1999  reflecting  costs  associated  with the
Company's expansion in research and development.

Software  Development and Consulting.  Software development and consulting costs
increased  12% to $86,000  for the three  months  ended  December  31, 2000 from
$77,000 for the three months ended December 31, 1999,  reflecting an increase in
product development.

Administrative  and Other Expenses.  Administrative and other expenses increased
215% to $164,000 for the three  months ended  December 31, 2000 from $52,000 for
the three  months  ended  December  31,  1999.  The  increase is  reflective  of
associated costs of the Company's growth and professional services fees incurred
for reporting activities of a public company

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.  According to
their  agreement,  these entities were 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


                                       11


<PAGE>


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.  These  entities are  obligated to provide the Company with an additional
$2,000,000  in equity  (without  further  issuance of equity  securities  by the
Company) of which  $570,610 has been  received by the Company as of December 31,
2000 leaving a balance of $1,429,390 to be provided by these  entities.  None of
such shares of common stock was or will be registered  under the  Securities Act
of 1933,  as amended.  Management of the Company is currently  negotiating  with
these entities regarding their obligation to provide the additional funding.

The proceeds of the private placement and of the additional capital resources to
be provided by the venture capital firms, if any, 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 (the Company's predecessor in interest pursuant to the
merger) 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  its
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.

            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  December  31,  2000,  had an  accumulated  stockholders'
deficit of  $382,258.  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 2001 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.


                                       12


<PAGE>


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.

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


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<PAGE>


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 that 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 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.

The Company  currently is not aware of any pending legal proceedings to which it
is a party or to which any of its property is subject.  The Company currently is
not aware that any  governmental  authority  is  contemplating  any  proceedings
against the Company or its property.

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


                                       14


<PAGE>


March 1, 2000)  provided  for the  issuance of (i)  10,000,000  shares of common
stock  and  (ii)  10,000  shares  of  convertible   preferred  stock  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 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  obligated  to provide the Company  with an
additional  $2,000,000 in equity (without further issuance of equity  securities
by the  Company)  of which  $570,610  has been  received  by the  Company  as of
December  31,  2000  leaving a balance of  $1,429,390  to be  provided  by these
entities.  None of such shares of common stock or preferred stock was or will be
registered under the Securities Act of 1933, as amended. The funds received have
been  used  for  working  capital.   Management  of  the  Company  is  currently
negotiating  with these venture capital  entities  regarding their obligation to
provide the additional funding.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

There has been no material  default or any material  arrearage or delinquency by
the Company of the type to be reported under this item.

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

None.

ITEM 5: OTHER INFORMATION

The Company does not believe there is any information to report under this item.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits:

              3.1  Articles  of  Incorporation,   as  amended  (Incorporated  by
                   reference to the  Company's  10-KSB for the fiscal year ended
                   September 30, 2000)

              3.2  Bylaws,  as   amended   (Incorporated  by  reference  to  the
                   Company's  10-KSB for the fiscal  year  ended  September  30,
                   2000)


                                       15


<PAGE>


             10.1  Consulting  Agreement  dated  February  25, 1999 between ISES
                   Corporation  and Trivia Mania  (Incorporated  by reference to
                   the Company's 10-QSB for the period ended March 31, 2000)

             10.2  Copyright and Trademark  License and  Distribution  Agreement
                   dated September 30, 1999 between The Tetris  Company,  L.L.C.
                   and  ISES  Corporation  (Incorporated  by  reference  to  the
                   Company's 10-QSB for the period ended March 31, 2000)

             10.4  Investment Capital  Corporation - Letter agreement  regarding
                   Merger of White Rock  Enterprises  Ltd. and ISES  Corporation
                   (Incorporated  by reference to the  Company's  10-QSB for the
                   period ended March 31, 2000)

             10.5  Investment Capital  Corporation - Memo regarding proposed new
                   capital structure of White Rock Enterprises,  Ltd. reflecting
                   the merger (Incorporated by reference to the Company's 10-QSB
                   for the period ended March 31, 2000)

             10.6  In-Flight  Entertainment  Software  License  Agreement  dated
                   March  31,  1999  between  Airtours   International  Airways,
                   Limited and ISES  Corporation  (Incorporated  by reference to
                   the Company's 10-QSB for the period ended March 31, 2000)

             10.7  Content  License  Agreement  dated November 15, 1999  between
                   Lonely Planet  Publications  Pty. Ltd. and  ISES  Corporation
                   (Incorporated  by reference to the  Company's  10-QSB for the
                   period ended March 31, 2000)

             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  (Incorporated  by
                   reference to the Company's  10-QSB for the period ended March
                   31, 2000)

            10.12  First  Amendment  to  SNAP2  Corporation  Stock  Option  Plan
                   (Amending Stock Option Plan previously filed as Exhibit 10.12
                   to  the Company's 10-QSB for the  period  ended June 30, 2000
                   and   incorporated  herein  by  reference)  (Incorporated  by
                   reference  to the  Company's  Form 10-KSB for the  year-ended
                   September 30, 2000)

            10.13  In-Flight  Entertainment Software License Agreement for Delta
                   Air Lines,  Inc. dated as of April 26, 2000  (Incorporated by
                   reference to the  Company's  10-QSB for the period ended June
                   30, 2000)

            10.15  In-Flight  Entertainment  Software  License  Agreement by AOM
                   dated as of April 27, 2000  (Incorporated by reference to the
                   Company's 10-QSB for the period ended June 30, 2000)

           *10.16  In-Flight   Entertainment   Software  License   Agreement  by
                   LanChile dated as of October 6, 2000

           *10.17  Software  Services  Agreement  dated as of October  24,  2000
                   between Microsoft and SNAP2.


                                       16


<PAGE>


           *10.18  In-Flight  Entertainment  Software License  Agreement for Aer
                   Lingus dated as of October 30, 2000

            *Filed herewith

       (b)  Report on Form 8-K:

            A  report  on  Form  8-K   describing  a  change  in  the  Company's
            independent auditors was filed on December 20, 2000.


                                       17


<PAGE>


                                   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.


                                           SNAP2 CORPORATION


Date: February 14, 2001                   By: /s/ Dean R. Grewell
                                              --------------------------------
                                              Dean R. Grewell, III,  President


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