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, 2002

                         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.

As of December 31, 2002, the registrant had 26,942,500 shares of common stock,
$.001 par value, issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                          PART I FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

SNAP2 Corporation
Balance Sheets
December 31, 2002 and September 30, 2002

<TABLE>
<CAPTION>
                                                                      (Unaudited)          (Audited)
                                                                      December 31,        September 30,
                                                                         2002                 2002
                                                                      -----------          -----------
<S>                                                                   <C>                  <C>
ASSETS
Cash                                                                  $    68,987          $    47,107
Accounts receivable                                                       344,894              196,729
Prepaid expenses                                                            6,500                8,058
                                                                      -----------          -----------
      Total current assets                                                420,381              251,894

Equipment, net of accumulated depreciation                                 31,931               35,651

Other assets                                                                  300                  300
                                                                      -----------          -----------

      Total assets                                                    $   452,612          $   287,845
                                                                      ===========          ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Line of credit                                                        $   130,000          $   160,000
Current portion of long-term debt                                         133,000              113,000
Accounts payable                                                           62,693               69,014
Accrued payroll and related liabilities                                   226,924              238,752
Accrued royalty                                                            37,000               33,000
Accrued interest payable                                                   23,190               21,465
Deferred income                                                            18,749               31,031
                                                                      -----------          -----------
      Total current liabilities                                           631,556              666,262

Long-term liabilities:
  Long-term debt                                                           91,615              111,615
  Deferred compensation - fair value of vested stock options              315,900              694,575
                                                                      -----------          -----------
      Total liabilities                                                 1,039,071            1,472,452

Stockholders' deficit:
  Common stock - $0.001 par value; 50,000,000 shares
   authorized; 26,942,500 shares issued and outstanding                    26,943               26,943
  Convertible preferred stock - $0.001 par value; 20,000,000
   shares authorized; 0 shares issued and outstanding respectively             --                   --
  Additional paid-in capital                                            1,435,771            1,450,239
  Accumulated deficit                                                  (2,044,704)          (2,642,305)
  Unearned compensation                                                    (4,469)             (19,484)
                                                                      -----------          -----------
      Total stockholders' deficit                                        (586,459)          (1,184,607)
                                                                      -----------          -----------

      Total liabilities and stockholders' deficit                     $   452,612          $   287,845
                                                                      ===========          ===========
</TABLE>

                                       2
<PAGE>
SNAP2 Corporation
Statements of Operations (Unaudited)
For the Three Months Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                         2002                  2001
                                                     ------------          ------------
<S>                                                  <C>                   <C>
REVENUE
  License fees                                       $    286,055          $     93,184
  Consulting                                              179,432               378,418
  Maintenance and other income                                 --                 4,375
                                                     ------------          ------------
      Total revenue                                       465,487               475,977

Cost of Revenue                                           135,792               237,298
                                                     ------------          ------------
GROSS PROFIT                                              329,695               238,679

EXPENSES
  Research and development                                    200               114,925
  Sales and marketing                                         177                57,162
  General and administrative                              104,668               163,455
  Compensation expense related to fair value
   of granted and repriced stock options                 (378,675)                   --
                                                     ------------          ------------
      Total operating expenses                           (273,630)              335,542
                                                     ------------          ------------
Income (loss) from operations                             603,325               (96,863)
Interest expense                                           (5,725)               (7,209)
Gain on sale and license of IFE assets                         --               300,000
                                                     ------------          ------------
      Net income                                     $    597,600          $    195,928
                                                     ============          ============
Net income per share -
  Basic                                              $       0.02          $       0.01
                                                     ============          ============
  Diluted                                            $       0.02          $       0.01
                                                     ============          ============
Weighted average shares outstanding -
  Basic                                                26,942,500            17,856,000
                                                     ============          ============
  Diluted                                              28,232,500            27,856,000
                                                     ============          ============
</TABLE>
                                       3
<PAGE>
SNAP2 Corporation
Statements of Cash Flows (Unaudited)
For the Three Months Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                         2002               2001
                                                                      ---------          ---------
<S>                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                          $ 597,600          $ 195,928
  Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
     Depreciation                                                         4,420              4,556
     Amortization of unearned compensation                                  547              3,682
     Deferred income                                                    (12,282)           (46,809)
     Compensation expense related to fair value of
      vested stock options                                             (378,675)                --
     Changes in:
       Accounts receivable and prepaid expenses                        (146,606)           (71,669)
       Accounts payable and accrued expenses                            (12,422)          (154,397)
                                                                      ---------          ---------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            52,582            (68,709)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of equipment                                                   (702)            (1,864)
                                                                      ---------          ---------
          NET CASH USED IN INVESTING ACTIVITIES                            (702)            (1,864)

CASH FLOWS FROM FINANCING ACTIVITIES
  Checks written in excess of bank balance                                   --             59,781
  Principal payments on the line of credit                              (30,000)                --
                                                                      ---------          ---------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                     (30,000)            59,781
                                                                      ---------          ---------

INCREASE (DECREASE) IN CASH                                              21,880            (10,792)


CASH AT BEGINNING OF PERIOD                                              47,107             10,792
                                                                      ---------          ---------

CASH AT END OF PERIOD                                                 $  68,987          $      --
                                                                      =========          =========
SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                                              $   2,583          $   1,530
                                                                      =========          =========
</TABLE>

                                       4
<PAGE>
                                SNAP2 Corporation
                          Notes to Financial Statements
              For the Three Months Ended December 31, 2002 and 2001
                                   (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  accounting
     principles  accepted  in the  United  States of  America.  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,
     2002.

2.   REVENUE RECOGNITION

     Software  license fees are recognized as revenue upon contract  signing and
     shipment  of the  software  master  copy or  download  of  software  by the
     customer.  Consulting  revenues are derived  primarily from custom contract
     engineering work and training and consulting services. Revenues from custom
     contract engineering work are recognized using the percentage of completion
     method.  Revenues from training and  consulting  services are recognized as
     the services are rendered. Maintenance revenues are recognized ratably over
     the term of the related agreements.

3.   EARNINGS PER SHARE

     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 outstanding stock options.

4.   STOCK OPTIONS AND STOCK-BASED COMPENSATION

     The Company  accounted  for  stock-based  compensation  using the intrinsic
     value method  prescribed  in  Accounting  Principles  Board Opinion No. 25,
     "Accounting  for  Stock  Issued to  Employees,"  (APB No.  25) and  related
     interpretations, through September 30, 2002. Under APB No. 25, compensation
     cost is measured as the excess,  if any, of the quoted  market price of the
     Company's  stock at the date of grant over the exercise price of the option
     granted. Compensation cost for stock options, if any, is recognized ratably
     over the  vesting  period  for  those  options  granted  to  employees  and
     directors.

     Effective  September  30,  2002,  the  Company's  Board  of  Directors,  in
     conjunction   with  public   opinion  and  new   accounting   pronouncement
     interpretations  which were released in December  2002,  elected to expense

                                       5
<PAGE>
     the imputed  compensation  cost related to stock options  repriced or newly
     granted during Fiscal 2002. The  calculations to estimate the fair value of
     the options were made using the Black-Scholes  pricing model.  Compensation
     cost for stock  options  issued other than to employees and  directors,  if
     any, is recognized at the date of grant.

     During the three months ended  December  31,  2002,  the Company  cancelled
     employee stock options for 475,000 shares of common stock due to employment
     terminations. Any remaining stock 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 1,290,000 shares of common stock at December 31, 2002.

5.   LINE OF CREDIT AND LONG-TERM DEBT

     On June 20, 1999, the Company entered into a promissory note with a related
     party of the  Company's  president  whereby  $135,000  was  borrowed by the
     Company.  The note  bears an  interest  rate of 9% per annum on the  unpaid
     principal  balance.  Under  the terms of the note,  principal  payments  of
     $10,385  along with  interest are due in quarterly  installments  beginning
     July 1, 2001.  The Company has not paid the $62,310 due under this note, as
     well as the accrued interest,  since July 1, 2000.  Principal payments have
     not been accelerated under this note by the noteholder.

     On  August  17,  1999  the  Company  entered  an  agreement  with  the Iowa
     Department of Economic Development (IDED) whereby the Company would receive
     $100,000 of financial  assistance under the Community  Economic  Betterment
     Account (CEBA). Under the terms of the agreement,  the Company shall pay an
     annual royalty equal to 1.5% of the prior year total gross revenues to IDED
     in  semi-annual  payments  each June 1 and  December  1, until a  repayment
     amount of $200,000 has been  reached.  Approximately  $66,000 was due under
     this agreement at December 31, 2002.

     The Company had a $200,000  line of credit with a bank bearing  interest at
     the  bank's   commercial   base  rate.   This  line  was  guaranteed  by  a
     director/officer  of  the  Company.  Funds  advanced  were  secured  by the
     Company's accounts receivable and equipment. At December 31, 2002, $130,000
     was outstanding  under the agreement.  The line of credit matured  February
     10, 2003 at which time the Company was able to repay the amounts  due.  The
     line was not renewed.

6.   GAIN ON SALE AND LICENSE OF IFE ASSETS

     On November 26, 2001 the Company  entered  into an Amended and  Substituted
     Asset Purchase  Agreement  ("Agreement")  with Inflight Digital Limited,  a
     company  incorporated  under the laws of England and Wales  ("Buyer") which
     superceded an earlier Asset  Purchase  Agreement  between the parties dated
     September 6, 2001. Pursuant to the Agreement, the Company agreed to sell to
     the Buyer all of Company's  IFE assets.  The IFE assets  include all of the
     Company's rights and obligations under its contracts with airline operators
     for the  licensing of IFE products and services,  the Company's  rights and
     obligations under license and distribution  agreements  relating to its IFE
     business, Company's files, books and records relating to its IFE assets and
     other tangible  property and physical  assets used by the Company solely in
     connection  with IFE business.  The Company also granted Buyer a perpetual,
     royalty free, exclusive worldwide license for IFE business. Terms include a
     total purchase price for the sale and license of the IFE assets of $300,000

                                       6
<PAGE>
     plus (i) fifty percent (50%) of all revenue  received by Buyer from certain
     existing customers for a period of three (3) years after the closing;  (ii)
     twenty-five  percent (25%) of all revenues  received by Buyer under certain
     new business  generated by Buyer; (iii) an amount not to exceed $100,000 of
     the existing  contract with British Airways as assigned to Buyer plus fifty
     percent (50%) of all revenue  received by Buyer from British Airways during
     the three (3) years after  closing;  and (iv)  $75,000  upon receipt of the
     consent of Air France that it will expand the number of aircraft  using the
     software and fifty percent  (50%) of the revenues  received from Air France
     during the three (3) years after  closing.  In November  2001,  the Company
     received $300,000 as a result of this transaction,  which was recorded as a
     gain on sale. Additional amounts to be received will be recorded as license
     fees.

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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
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.) (the  "Company") is 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.  The Company was  incorporated on October 8,
1998  under  the laws of the  State of  Nevada  originally  for the  purpose  of
developing  and marketing  its only product,  a boot dryer that dries both boots
and shoes for  commercial  and  consumer  use.  Effective  February 28, 2000 the
Company  merged  with  ISES   Corporation   (an  Iowa   corporation   originally
incorporated  on May 14, 1997) ("ISES") with the Company being the survivor.  In
connection  with the merger,  the Company  disposed of its boot dryer product to
the  original  owner.  The  Company's  name was  subsequently  changed  to SNAP2
Corporation pursuant to Articles of Amendment filed July 12, 2000.

The resulting Company'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.

                                       7
<PAGE>
     *    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.

     *    Research and  development  strategies to productize  its  intellectual
          property assets for interactive television.

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

     *    The Company is  registered  with the SEC as SNAP2  Corporation  and is
          traded on the over-the-counter bulletin board: OTCBB:SSNP.

On November 26, 2001, the Company entered into an Amended and Substituted  Asset
Purchase  Agreement  ("Agreement")  with  Inflight  Digital  Limited,  a company
incorporated  under the laws of England and Wales ("Buyer") which  superceded an
earlier Asset Purchase  Agreement  between the parties dated  September 6, 2001.
Pursuant to the  Agreement,  the Company sold to the Buyer all of the  Company's
IFE assets.  The IFE assets included all of the Company's rights and obligations
under its contracts with airline operators for the provision of IFE products and
services,  the Company's  rights and obligations  under license and distribution
agreements relating to its IFE business,  the Company's files, books and records
relating to its IFE assets and other tangible  property and physical assets used
by the Company solely in connection with IFE business.  The Company also granted
Buyer a perpetual,  royalty free,  exclusive  worldwide  license to use, for IFE
business only, the Company's  intangible  properties and rights  relating to its
IFE business.  The Company has focused on providing  consulting services and has
significantly reduced its development of software to the STB industry as well as
exploring  emerging markets for embedded  software  technologies in an effort to
reduce  its  operating  loss.  The  Company  will  pursue   additional   product
opportunities in these markets as resources become available, however, there are
no assurances additional resources will become available.

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

     Rick Grewell (44) -- President, CEO and CFO

Currently the Company's sole director is Mr. Grewell.

OPERATIONS.  The Company operates from its headquarters  located at 10641 Justin
Drive, Des Moines,  Iowa 50322. The Company was previously  located at 2600 72nd
Street and moved to its expanded  facilities on May 23, 2000 to accommodate  its
growth and development.

PRODUCTS.  Prior to the sale of the IFE assets,  the Company  marketed  software
applications for the IFE and interactive  television markets. Its Airsoft Travel
Kit software targeted 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

                                       8
<PAGE>
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.  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. See Note 5 to the financial statements for detailed description
of the  sale of IFE  assets.  Due to past  operating  losses,  the  Company  has
discontinued most of its research and development efforts related to products in
the STB and embedded software industries.

Management  believes the sale of the IFE assets will enhance the Company's plans
to focus 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. For
the quarter  ended  December 31, 2002,  the Company has made its initial sale of
the HAVi Level 2 UI and Gear for DVB-MHP software to Vidiom Systems  Corporation
which relates to the interactive television market.

CONSULTING SERVICES. The Company is staffed with software engineers experiencesd
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,  IBM and Panasonic for 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  consulting  services  for  revenue
generation and strategic positioning of developing intellectual property for the
interactive television, Internet appliance and embedded systems markets.

REVENUE  RECOGNITION.  Software  license  fees are  recognized  as revenue  upon
contract  signing  and  shipment  of the  software  master  copy or  download of
software by the customer.  Consulting revenues are derived primarily from custom
contract  engineering work and training and consulting  services.  Revenues from
custom  contract  engineering  work  are  recognized  using  the  percentage  of
completion method. Revenues from training and consulting services are recognized
as the services are rendered.  Maintenance  revenues are recognized ratably over
the term of the related agreements.

REVENUES.  Through  December 31, 2002, the Company's  revenues were derived from
software and engineering  consulting services provided to interactive television
equipment manufacturers and technology providers,  and license fees and renewals
of its SNAP2  Travel Kit Games for the IFE market as well as its initial sale of
the HAVi Level 2 UI and Gear for DVB-MHP software to the interactive  television
market.  Consulting  services are recognized  using the invoice amount for labor
hours as services are  performed.  Consulting  services are typically  performed
under contracts of up to six months in duration and are renewable. 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. License
fees are  recognized  as revenue  upon  contract  signing  and  shipment  of the
software  master copy or download of software by the customers since the Company
does  not  incur  significant  additional  support  costs  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, which is typically one year in duration.

                                       9
<PAGE>
The Company  intends to derive the primary portion of its revenue growth through
Company  software and engineering  consulting  services.  The Company intends to
continue engaging in consulting  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.

On November 26, 2001 the Company sold its IFE assets;  however, during the three
years after the sale,  the Company will receive a certain  percentage of certain
revenues collected by the Buyer.

COST OF REVENUE.  Primarily  consists of payroll  and related  costs  (salaries,
payroll taxes, employee health insurance and employer 401(k) contributions), and
consulting expenses incurred in performing  software and engineering  consulting
services.  The Company  allocates certain research and development costs to cost
of revenue, based on utilization of its employees and consultants.

RESEARCH  AND  DEVELOPMENT.  Primarily  consists of payroll  and  related  costs
(salaries,   payroll  taxes,  employee  health  insurance  and  employer  401(k)
contributions)  of  engineering  and  software  development  staff,  as well as,
amounts paid to independent  development  consultants,  to develop  software and
graphic arts owned and  utilized by the  Company.  During the three months ended
December  31,  2002,  the  Company  reduced its  research  and  development  and
consulting  staff from 8 employees  to 6  employees,  in an effort to reduce its
operating loss.

SALES AND MARKETING.  Primarily consists of payroll and related costs (salaries,
payroll taxes,  employee health  insurance and employer  401(k)  contributions),
travel,  various marketing efforts,  promotional  materials and public relations
activities.  The Company expects sales and marketing costs will remain low until
the  Company  is in a  financial  position  to expand  its  sales and  marketing
efforts. The Company's CEO has assumed this sales function..

GENERAL AND  ADMINISTRATIVE.  Primarily  consists  of payroll and related  costs
(salaries,   payroll  taxes,  employee  health  insurance  and  employer  401(k)
contributions),  legal fees, travel costs, facilities-related expenses, bad debt
expense,  depreciation and other administrative  costs. The Company expects that
general and  administrative  expense  will  continue to be  minimized  until the
Company is in a financial position to expand.

STOCK-BASED  COMPENSATION.  Effective September 30, 2002, the Company's Board of
Directors,  in conjunction with public opinion and new accounting  pronouncement
interpretations  which were  released in December  2002,  elected to expense the
imputed  compensation  cost related to stock  options  repriced or newly granted
during the fiscal year ended  September 30, 2002. The  calculations  to estimate
the fair value of the options were made using the Black-Scholes pricing model.

RESULTS OF OPERATIONS

Since  inception,  the Company has been  engaged  primarily  in the  business of
developing  and  licensing  software  products  and  providing  engineering  and
software  and  software  consulting  services.  . During the three  months ended
December  31,  2002 the  Company  was not able to meet  its  obligations  to pay
various short-term  liabilities and has also delayed paying certain vendors.  In
an effort to improve its  liquidity,  the Company has increased  its  consulting
activities  and sold its IFE assets on November 26,  2001.  The Company used the
initial  proceeds  from  this  transaction  to  become  current  on its  payroll

                                       10
<PAGE>
obligations  and become more current on its vendor  obligations.  Recently,  the
Company has again  reduced its  workforce by another 2 employees in an effort to
reduce cash flow  shortages.  See additional  comments in "Liquidity and Capital
Resources".  Accordingly, historical results of operations are not indicative of
and should not be relied upon as an indicator of future performance.

THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001

REVENUES

Total revenues decreased 2% to $465,000 for the quarter ended December 31, 2002,
compared to $476,000 for the quarter ended  December 31, 2001.  The decrease was
related primarily to an decrease in software and engineering consulting services
due to staff  reductions.  License fees  represented 61% and 20% of revenues for
the quarters ended December 31, 2002 and 2001, respectively. This was mainly due
to the initial sale of the HAVi Level 2 UI and Gear for DVB-MHP  software to the
interactive  television market.  Consulting services  represented 39% and 80% of
revenues for the quarters ended December 31, 2002 and 2001, respectively. During
the quarter  ended  December  31,  2002,  transactions  with Vidiom  Systems and
Microsoft  accounted  for 54%  and  33%  respectively,  of the  Company's  total
revenues.

COST OF REVENUE

Cost of revenue  decreased  43% to $136,000 for the quarter  ended  December 31,
2002,  compared to $237,000 for the quarter ended  December 31, 2001.  The large
decrease was mainly  related to one large license fee sale that had lower costs,
as a percent of revenue, than consulting services.

GROSS PROFIT

Gross profit  increased as a percentage  of revenue to 71% for the quarter ended
December 31, 2002, compared to 50% for the quarter ended December 31, 2001. This
increase was mainly  related to one large license fee sale that had lower costs,
as a percent of revenue, than consulting services..

RESEARCH AND DEVELOPMENT

Research  and  development  expense  decreased  100% to less than $1,000 for the
quarter  ended  December  31, 2002,  compared to $115,000 for the quarter  ended
December 31, 2001. The decrease was related to the Company's  continued focus on
consulting  services and elimination of all research and development work during
the quarter.

SALES AND MARKETING

Sales and marketing  expense  decreased 100% to less than $1,000 for the quarter
ended December 31, 2002,  compared to $57,000 for the quarter ended December 31,
2001. The decrease was related to the  elimination of sales and marketing  staff
and expenditures in an effort to streamline the Company's  marketing efforts and
reduce expenses.

                                       11
<PAGE>
GENERAL AND ADMINISTRATIVE

General and  administrative  expense  decreased  36% to $105,000 for the quarter
ended December 31, 2002, compared to $163,000 for the quarter ended December 31,
2001. This decrease was due to continued cost and staff  reductions in an effort
to streamline the Company.

STOCK-BASED COMPENSATION

Effective  September 30, 2002, the Company's Board of Directors,  in conjunction
with public opinion and new accounting pronouncement  interpretations which were
released in December  2002,  elected to expense  the imputed  compensation  cost
related to stock options  repriced or newly granted during the fiscal year ended
September 30, 2002. The  calculations  to estimate the fair value of the options
were made using the Black-Scholes  pricing model. For the quarter ended December
31, 2002, compensation expense related to the fair value of granted and repriced
stock  options  represented  a partial  reversal of the prior  quarters  expense
attributable  to the Company's  cancellation  of stock options due to employment
terminations.

INTEREST EXPENSE

Interest  expense  decreased  21% to $6,000 for the quarter  ended  December 31,
2002,  compared to $7,000 for the quarter ended December 31, 2001. This decrease
was due to the  payoff of some of the line of credit by the  Company  during the
quarter.

GAIN ON SALE AND LICENSE OF IFE ASSETS

For the  quarter  ended  December  31,  2001 the gain on sale and license of IFE
assets represented the initial $300,000 payment under the terms of the agreement
dated November 26, 2001.  Additional  amounts to be received will be recorded as
license revenue.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2002,  the Company had cash of $69,000,  accounts  receivable of
$345,000 and current liabilities of $632,000.  Of the current  liabilities,  the
Company is not paying the current portion of long-term debt, accrued commissions
(the largest portion of accrued  payroll),  accrued royalty and accrued interest
expense.  In order to continue as a going concern,  the Company must continue to
defer  payment of its  current  liabilities  and  continue  delaying  payment to
vendors. The Company's current monthly payroll is about $55,000 per month, after
the recent  reduction in the  workforce,  and the Company  anticipates  existing
business will be adequate to fund payroll and minimal  overhead  during the next
three  months.  Since its  inception,  the Company has  experienced  losses from
operations  and negative  cash flows.  At December 31, 2002,  the Company had an
accumulated  deficit of  $2,045,000  and a  stockholders'  deficit of  $586,000.
During the three months ended  December 31, 2002, the Company has delayed paying
vendors, delayed making certain debt payments and has not made its 401(k) match.
Recently,  the Company  reduced its workforce from 9 to 7 employees in an effort
to reduce its operating loss. The Company will continue to assess its operations
to determine if these  employees  will be re-hired or if additional  layoffs are
required. If business conditions warrant re-hiring these employees, there are no
assurances they will be available.

At its inception on 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

                                       12
<PAGE>
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 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  $615,650  was  received  through  December  31, 2001,
leaving a balance of $1,384,350 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.  As of  September  30,  2002,  1,221,000  shares  have  been
surrendered  by those  entities  in lieu of  additional  capital  contributions.
During the three months ended June 30, 2002, the Company  transferred 307,500 of
these shares to a consultant in lieu of cash payment.  As of September 30, 2002,
the 913,500  remaining  shares were  cancelled  and returned to  authorized  but
unissued shares.

On November 26, 2001 the Company entered into an Amended and  Substituted  Asset
Purchase Agreement with Inflight Digital Limited,  a company  incorporated under
the laws of England and Wales  ("Buyer") which  superceded a previous  agreement
between the  parties  dated  September  6, 2001.  The  Company  used the initial
proceeds from this transaction to become current on its payroll  obligations and
become more current on its vendor  obligations.  Terms of the IFE sale include a
total purchase price for the sale and license of the IFE assets of $300,000 plus
(i) fifty percent (50%) of all revenue  received by Buyer from certain  existing
customers  for a period of three (3) years after the closing;  (ii)  twenty-five
percent  (25%) of all  revenues  received  by Buyer under  certain new  business
generated  by Buyer;  (iii) an amount  not to exceed  $100,000  of the  existing
contract  with British  Airways as assigned to Buyer plus fifty percent (50%) of
all revenue  received by Buyer from British  Airways  during the three (3) years
after  closing;  and (iv) $75,000 upon receipt of the consent of Air France that
it will expand the number of aircraft using the software and fifty percent (50%)
of the  revenues  received  from Air  France  during  the three (3) years  after
closing.  Air France has  indicated it will  terminate  its contract in favor of
another vendor.  Consequently,  future revenue from this customer,  if any, will
not be significant. British Airways has indicated they would begin installations
of the IFE  products on certain of its  airplanes;  however,  some or all of any
fees  received  from this  contract may be refunded if British  Airways does not
install or de-installs the IFE products.

The  Company  is  investigating   several  other  business   opportunities  with
companies,   but  there  is  no  assurance  any  of  these   opportunities  will
materialize, or if they materialize, that the terms will be favorable. Also, the
Company has focused its efforts on  increasing  revenues,  primarily  consulting
revenues,  in an effort to generate positive cash flow. The Company is dependent
on two (2) key  customers and the related  contracts  with these  customers.  If
these customers do not renew,  there would be an adverse effect on the Company's
operations.  Due to the  continued  losses and the inability to pay its debts as
they come due,  the Company has  recently  adjusted its costs and expenses in an
effort to fund payroll and minimize  overhead.  Also,  the Company  continues to
seek and investigate  potential  transactions  that may generate cash;  however,
there  are no  assurances  that  any such  transactions  will be  identified  or
successfully closed.

Since incorporation, ISES (the Company's predecessor in interest pursuant to the
merger) and the Company after the merger,  have  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 needs to raise additional capital to meet its obligations
and to continue product development  efforts,  and there can be no assurance the

                                       13
<PAGE>
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  continue  as a going  concern,  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:

ADDITIONAL FUNDING NEEDED

The Company needs  additional  funding to pay its  obligations as they come due,
further  develop  or  enhance  its  products,   and  take  advantage  of  future
opportunities or respond to competitive pressures or unanticipated requirements.
Without additional  funding,  the Company may not be able to continue as a going
concern.

The Company's  original  financing plans were to obtain funding of approximately
$2,000,000 as a result of the merger with ISES Corporation on February 28, 2000.
Only $615,650 of funding was received.  As a result of the unfunded  commitment,
the  Company  entered  into a  $200,000  line of credit  with a bank,  which was
guaranteed  by a  stockholder,  and  entered  into  other debt  arrangements  of
approximately  $235,000.  Also, the Company sold certain assets,  delayed paying
vendors and employees and making its 401(k) match.

On November 26, 2001, the Company entered into an Amended and Substituted  Asset
Purchase  Agreement  ("Agreement")  with  Inflight  Digital  Limited,  a company
incorporated  under the laws of England and Wales ("Buyer") which  superceded an
earlier Asset Purchase  Agreement  between the parties dated  September 6, 2001.
Pursuant to the  Agreement,  the Company sold to the Buyer all of Company's  IFE
assets.  The IFE assets  included all of the  Company's  rights and  obligations
under its contracts with airline operators for the licensing of IFE products and
services,  the Company's  rights and obligations  under license and distribution
agreements  relating to its IFE  business,  Company's  files,  books and records
relating to its IFE assets and other tangible  property and physical assets used
by the Company solely in connection with IFE business.  The Company also granted
Buyer a perpetual,  royalty free,  exclusive worldwide license for IFE business.
Terms include a total  purchase price for the sale and license of the IFE assets
of $300,000 plus (i) fifty  percent (50%) of all revenue  received by Buyer from
certain  existing  customers  for a period of three (3) years after the closing;
(ii) twenty-five  percent (25%) of all revenues  received by Buyer under certain
new business  generated by Buyer;  (iii) an amount not to exceed $100,000 of the
existing  contract with British  Airways as assigned to Buyer plus fifty percent
(50%) of all revenue received by Buyer from British Airways during the three (3)
years after closing;  and (iv) $75,000 upon receipt of the consent of Air France
that it will expand the number of aircraft  using the software and fifty percent
(50%) of the revenues  received from Air France during the three (3) years after
closing.  In November  2001, the Company  received  $300,000 as a result of this
transaction,  which was  recorded  as a gain on sale.  Additional  amounts to be
received  will be  recorded  as  license  fees.  Air France  has  indicated  its
intention  to  terminate  the  existing  contract  and utilize the  services and
products of another vendor.  Consequently,  it is unlikely that the Company will
receive substantial  additional  revenues resulting from this customer.  British
Airways  has  indicated  they would  begin  installations  of the IFE product on
certain of its  airplanes;  however,  some or all of any fees received from this
contract may be refunded if British  Airways does not install or de-installs the
IFE products.

                                       14
<PAGE>
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,  2002,  had an  accumulated  deficit  of
$2,045,000  and a  stockholders'  deficit of $586,000.  To date, the Company has
recognized growing revenue,  however; its ability to generate revenue is subject
to  substantial  uncertainty  and it has  been  unable  to  generate  profitable
operations.  The Company will need to generate  significant  revenues to achieve
profitability and positive operating cash flows and there are no assurances this
revenue level can be obtained. 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.

DEPENDENCE ON KEY CUSTOMERS

The  Company's  revenue is dependent on  consulting  services  performed for and
license fees received from 2 key customers.  For the three months ended December
31, 2002,  87% of the Company's  revenue was generated from these two customers.
Due to the sale of the IFE assets,  the Company  will become more  dependent  on
these customers.

THE COMPANY'S  LIMITED OPERATING HISTORY AND THE EMERGING MARKET FOR INTERACTIVE
TELEVISION MAKE ITS FUTURE FINANCIAL RESULTS UNPREDICTABLE

The  Company's  business  and  prospects  depend on the  development  and market
acceptance  of  interactive  television  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 HAS  SIGNIFICANTLY  REDUCED  RESEARCH AND  DEVELOPMENT AND SALES AND
MARKETING EFFORTS

Due to continued  operating losses,  the Company has  significantly  reduced its
research  and  development  efforts by reducing  its  research  and  development
workforce,  and focusing the remaining employees on consulting services.  If the
Company,  which  operates in an  emerging  technology  industry,  is not able to
increase its research and development  efforts in the near future, the Company's
technologies could become obsolete.  The Company has also significantly  reduced
its sales and marketing  efforts by reducing its sales and marketing  workforce.
If the Company,  which operates in an emerging technology industry,  is not able
to increase its sales and  marketing  efforts in the near future,  the Company's
future sales may be significantly impacted.

                                       15
<PAGE>
THE COMPANY'S  BUSINESS IS DEPENDENT UPON THE  SUCCESSFUL  DEPLOYMENT OF DIGITAL
SET TOP BOXES FOR INTERACTIVE TELEVISION TARGETED BY THE COMPANY

The Company's software products target specific  interactive  television 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 market for interactive  television  systems is  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.  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:

     *    rapid technology change;
     *    frequent product upgrades and enhancements;
     *    changing customer requirements for new products and features; and
     *    multiple, competing, and evolving industry standards

The introduction of the software applications  targeting interactive  television
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

                                       16
<PAGE>
ITEM 3: CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, the Company's President, Chief Executive Officer and Chief Financial
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective.  There have been no  significant  changes in the  Company's  internal
controls or in other factors, which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.

                           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 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. The preferred shares were converted on February 28,
2002.

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 $615,650 was received through December 31, 2002 leaving
a balance of $1,384,350 to be provided by these entities. None of such shares of
common stock or preferred  stock was or will be registered  under the Securities

                                       17
<PAGE>
Act of 1933, as amended.  The funds received have been used for working capital.
As of September 30, 2002,  approximately  1,221,000 shares have been surrendered
by these entities in lieu of additional capital  contributions.  During the year
ended  September  30,  2002,  the  Company  transferred  307,500  of  these to a
consultant  in lieu of cash  payment.  As of  September  30,  2002,  the 913,500
remaining shares were cancelled and returned to authorized but unissued shares.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None.

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:

         2      Amended and Restated Asset Purchase Agreement dated November 26,
                2001 by and  among  Company  and  ISES  Canada  (a  wholly-owned
                subsidiary  of  Company),   as  Sellers  and  Inflight   Digital
                Entertainment  Ltd. as Buyer  (Incorporated  by reference to the
                Company's  Form 8-K/A filed on December 10, 2001 with respect to
                an event which occurred November 26, 2001)
         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)
         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)
         10.8   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)

                                       18
<PAGE>
         10.21  Master Consulting  Agreement  effective as of August 1, 2001, as
                amended  effective as of August 1, 2001,  together  with related
                Work Plans between SNAP2  Corporation and Microsoft  Corporation
                (Incorporated  by  reference  to the  Company's  10-KSB  for the
                fiscal year ended September 30, 2001)
         10.23  Support Services  Agreement No. 4500601442 with Rockwell Collins
                dated November 2, 2001,  together with related Statement of Work
                (Incorporated  by  reference  to the  Company's  10-QSB  for the
                period ended December 31, 2001)
         10.24  Support Services Agreement No. 4500601445 with Rockwell Collins,
                dated November 7, 2001,  together with related Statement of Work
                (Incorporated  by  reference  to the  Company's  10-QSB  for the
                period ended December 31, 2001)
         10.25  Support Services  Agreement No. 4500549310 with Rockwell Collins
                dated December 6, 2001,  together with related Statement of Work
                (Incorporated  by  reference  to the  Company's  10-QSB  for the
                period ended December 31, 2001)
         10.26  Support Services  Agreement No. 4500667599 with Rockwell Collins
                dated  February 14,  2002,  together  with related  Statement of
                Work. (Incorporated by reference to the Company's 10-QSB for the
                period ended March 31, 2002)
         *10.27 Source Code License  Agreement with Vidiom  Systems  Corporation
                dated November 18, 2002.

         *99    Certification of Financial Information

----------
* Filed herewith

     (b) Report on Form 8-K:

         On December  13, 2002 the Company  filed a Current  Report on Form 8 K
         with  respect to its  decision  on  December  4, 2002 to  replace  its
         existing independent auditors KPMG, LLC and to utilize the services of
         S.W.  Hatfield,  CPA,  Dallas,  Texas as its independent  auditors for
         fiscal year-ended September 30, 2002.

                                       19
<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 19, 2003             By: /s/ Dean R. Grewell, III
                                       ------------------------------
                                       Dean R. Grewell, III,  President

                                       20
<PAGE>
                                  CERTIFICATION

     I, Dean R. ("Rick") Grewell III, certify that:

     1.  I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  SNAP2
Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
registrant and have:

          (a) designed such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this annual report (the "Evaluation Date"); and

          (c)  presented  in this  quarterly  report our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5.  I  have  disclosed,  based  on  our  most  recent  evaluation,  to  the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
     internal controls which could adversely affect the registrant's  ability to
     record,  process,  summarize and report  financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          (b) any fraud,  whether or not material,  that involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. I have  indicated  in this  quarterly  report  whether or not there were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly affect internal controls subsequent to the date of our most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Date: February 19, 2003.               /s/ Dean R. ("Rick") Grewell III
                                       ----------------------------------------
                                       Dean R. ("Rick") Grewell III, President,
                                       President and Chief Executive Officer and
                                       Treasurer and Chief Financial Officer

                                       21