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 June 30, 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)

      WHITE ROCK ENTERPRISES, LTD., 2600 72ND STREET, URBANDALE, IOWA 50322
              (Former name, former address and former fiscal year
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                               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 June 30, 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

White Rock Enterprises, Ltd.
(n/k/a SNAP2 Corporation)
 Balance Sheets (Unaudited)
 June 30, 2000 and September 30, 1999

<TABLE>
<CAPTION>
                                                                           June 30,       September 30,
                                                                             2000              1999
                                                                          ---------         ---------
<S>                                                                       <C>               <C>
Assets
Cash and cash equivalents                                                 $ 110,058         $  22,102
Accounts receivable - trade                                                 204,604           126,276
Other current assets                                                         36,123              --
                                                                          ---------         ---------
         Total current assets                                               350,785           148,378

Equipment, net of accumulated depreciation                                   51,020            20,140
                                                                          ---------         ---------

            Total assets                                                  $ 401,805         $ 168,518
                                                                          =========         =========

Liabilities and Stockholder's Equity
Accounts payable                                                          $  22,340         $  87,613
Accrued payroll and related liabilities                                      17,773            85,554
Accrued interest payable                                                       --               3,713
Deferred maintenance fees                                                    18,702             4,968
Short-term notes payable                                                       --             175,000
                                                                          ---------         ---------
         Total current liabilities                                           58,815           356,848

Long-term debt                                                              224,615           135,000
                                                                          ---------         ---------
         Total liabilities                                                  283,430           491,848

Stockholders' equity:
     Common stock - $0.001 par value;  50,000,000 shares
     Authorized; 17,856,000 shares (June 30, 2000) and
     10,000,000 shares (September 30, 1999) issued and
     Outstanding.  See note 2                                                17,856            10,000

     Convertible preferred stock - $0.001 par value; 20,000,000
     Shares authorized; 10,000 shares were issued and outstanding
     (June 30, 2000) no shares were outstanding at
     September 30, 1999. Shares convert to common
     Stock at a ratio of 1,000 shares of common for each share of
     Convertible preferred stock on February 28, 2002. See note 2                10                10
     Additional paid-in capital                                             843,448            (8,696)
     Retained earnings (deficit)                                           (742,939)         (324,644)
                                                                          ---------         ---------
         Total stockholders' equity (deficit)                               118,375          (323,330)
                                                                          ---------         ---------

            Total liabilities and stockholders' equity                    $ 401,805         $ 168,518
                                                                          =========         =========
</TABLE>

                                       3

<PAGE>

White Rock Enterprises, Ltd.
(n/k/a SNAP2 Corporation)
Statements of Operations (Unaudited)
For the Three Months Ended June 30, 2000 and 1999
and for the Nine Months Ended June 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                 Three Months Ended                      Nine Months Ended
                                                                       June 30,                                June 30,
                                                           --------------------------------        --------------------------------
                                                                2000               1999                2000                 1999
                                                           ------------        ------------        ------------        ------------
<S>                                                        <C>                 <C>                 <C>                 <C>
Revenue
    Consulting                                             $     80,562        $     35,670        $    287,560        $    325,015
    Software license fees and maintenance                       150,349               2,484             382,290              78,724
    Other                                                         3,910                --                 3,910                --
                                                           ------------        ------------        ------------        ------------
      Total revenue                                             234,821              38,154             673,760             403,739

Expenses
    Payroll and related benefits                                259,483             145,148             604,645             311,825
    Software development and consulting                          88,397              62,514             270,314             240,575
    Travel                                                       26,086              21,015              72,675              62,301
    Administration                                               65,434              13,853             122,570              51,682
    Depreciation                                                  5,490               1,500               8,490               4,500
    Interest                                                      3,038                --                13,361               4,948
                                                           ------------        ------------        ------------        ------------
      Total expenses                                            447,928             244,030           1,092,055             675,831
                                                           ------------        ------------        ------------        ------------

        Loss before provision (benefit)
           for income taxes                                    (213,107)           (205,876)           (418,295)           (272,092)

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

        Net loss                                           $   (213,107)       $   (205,876)       $   (418,295)       $   (272,092)
                                                           ============        ============        ============        ============


Earnings (loss) per share
    Basic earnings (loss) per share                        $     (0.012)       $     (0.021)       $     (0.031)       $     (0.027)
                                                           ============        ============        ============        ============
    Weighted average shares                                  17,856,000          10,000,000          13,421,489          10,000,000
                                                           ============        ============        ============        ============

    Diluted earnings (loss) per share                      $     (0.012)       $     (0.021)       $     (0.031)       $     (0.027)
                                                           ============        ============        ============        ============
    Weighted average shares (See Note 3)                     17,856,000          10,000,000          13,421,489          10,000,000
                                                           ============        ============        ============        ============
</TABLE>

                                       4

<PAGE>

White Rock Enterprises, Ltd.
(n/k/a SNAP2 Corporation)
Statements of Cash Flows (Unaudited)
For the Nine Months Ended June 30, 2000 and 1999

                                                            2000        1999
                                                         ---------    ---------
Cash flows from operating activities
     Net loss                                            $(418,295)   $(272,092)
     Adjustments to reconcile net loss to net cash
       used by operating activities:
         Depreciation                                        8,490        4,500
         Deferred income                                    13,734        7,452
         Changes in:
            Accounts receivable, trade                     (78,328)      13,255
            Accounts payable and accrued expenses         (136,768)      90,680
                                                         ---------    ---------
            Net cash used by operating activities         (611,167)    (156,205)

Cash flows from investing activities
     Purchases of equipment                                (39,369)     (13,670)
     Other assets                                          (36,123)        --
                                                         ---------    ---------
            Net cash used by investing activities          (75,492)     (13,670)

Cash flows from financing activities
     Distributions to stockholders                            --         (5,000)
     Proceeds from notes payable                           100,000      155,000
     Repayment of notes payable                           (185,385)        --
     Additional paid-in capital                            100,000         --
     Proceeds from issuance of common stock                760,000         --
                                                         ---------    ---------
            Net cash provided by financing activities      774,615      150,000
                                                         ---------    ---------

Increase (decrease) in cash and cash equivalents            87,956      (19,875)

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

     Cash and cash equivalents, end of period            $ 110,058    $  13,881
                                                         =========    =========

                                       5

<PAGE>

                          White Rock Enterprises, Ltd.
                            (n/k/a SNAP2 Corporation)
                          Notes to Financial Statements
                For the Three Months Ended June 30, 2000 and 1999
              and for the Nine Months Ended June 30, 2000 and 1999
                                   (Unaudited)

1.   BASIS OF PRESENTATION

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

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

2.   REVERSE ACQUISITION

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

     In  connection  with the merger,  the Company  provided for the issuance of
     10,000,000  shares  of  common  stock  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.

                                       6

<PAGE>

3.   EARNINGS PER SHARE OF COMMON STOCK

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

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

4.   STOCK OPTIONS

     During the three months ended June 30, 2000,  the Company  issued  employee
     stock options for 200,000 shares of common stock and has committed to grant
     future stock options for an additional  50,000 shares to employees  meeting
     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 275,000 shares of common stock at June 30, 2000.

5.   INCOME TAXES

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

6.   NOTE PAYABLE

     During the quarter ended June 30, 2000, the Company borrowed  $100,000 from
     the Iowa  Department  of Economic  Development.  Note payments are due on a
     semi-annual  basis  beginning June 1, 2001. The annual note payment will be
     equal to 1.5% of prior  year gross  revenues  until a  repayment  amount of
     $200,000 has been reached. The note is unsecured.

                                       7

<PAGE>

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 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.

Change of Business Name and Trading Symbol

Since its last report, the Company has changed its name and principal  executive
offices from White Rock  Enterprises,  Ltd., 2600 72nd Street,  Urbandale,  Iowa
50322 to SNAP2 Corporation,  10641 Justin Drive, Urbandale, Iowa 50322. The name
change became  effective on July 12, 2000 upon the filing of an amendment to the
Company's  Certificate of Incorporation with the Secretary of State of the State
of Nevada.  Simultaneously  therewith,  the Company changed its over-the-counter
Bulletin Board symbol to SSNP. A discussion of these changes is set forth in the
Company's Form 8K which was filed with the Securities and Exchange Commission on
July 11, 2000.

The purpose of the name change is to clarify any market  confusion  arising from
the White Rock  Enterprises,  Ltd. merger with ISES  Corporation  earlier in the
year and to give the Company a new image and identity in its  involvement in the
growing digital interactive television and in-flight entertainment markets.

Overview

SNAP2  Corporation  (f/k/a White Rock  Enterprises,  Ltd.) 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's activities to date have consisted of:

                                       8

<PAGE>

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

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

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

     -    Research and  development  strategies to productize  ISES (n/k/a SNAP2
          Corporation) intellectual property assets for interactive television.

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

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

Management. 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 (39) -- Vice President of Sales

The Company's directors are Messrs.  Grewell,  Johnson,  Hoffman,  Malinak, Dean
Davis (26) and Mike Hennel (41).

Operations.  The Company  operates  from its new  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.  The  Company is  registered  with the SEC as SNAP2
Corporation and is traded on the over-the-counter bulletin board: OTCBB:SSNP. In
addition to its offices in Des Moines,  the Company  also has a sales  office in
Austin,  Texas and an affiliation  with an engineering and graphic design office
in Toronto,  Canada.  The combined  three  offices  develop and market  software
products and services for IFE systems and STB for interactive television created
by the Company.

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

                                       9

<PAGE>

created,  copyrighted,  owned and licensed by the Company.  The Company has also
licensed  Tetris(R)  game  content  from Blue Planet  Software,  San  Francisco,
California for use in its In-Flight Tetris(TM) game for in-flight entertainment.
The game suite consists of 18 assorted board, card, arcade, children's games and
games of chance.  The Company is porting these games to  interactive  television
STBs targeting  interactive cable and telephone  networks.  The Company plans to
broaden its software product offering for both the interactive television market
and IFE markets.  The Company's  products are sold on a royalty based model that
generates revenue at the time of customer contract execution and provides annual
revenues for  continued  use of the  software.  IFE  products  have been sold to
airlines  and to IFE  equipment  manufacturers.  The  Company  intends  to  sell
interactive   television  software  products  to  cable  and  telephone  network
operators and STB manufacturers.

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

Revenues.  Through  June 30,  2000,  the  Company's  revenues  were derived from
license fees and renewals of its Airsoft 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  Airsoft  Travel Kit Game  products.  Air  France,
Airtours  International,  Delta Air Lines,  AOM  French  airlines  and  Rockwell
Collins are  currently  using the  Company's  software  products on deployed IFE
equipped  aircraft.  The Company  also  receives  engineering  service fees from
interactive  television STB manufacturer Motorola and technology provider Canal+
US Technologies.  License fees, where the Company does not anticipate  incurring
significant  additional  support  costs,  are  recognized  at the  time of sale.
Maintenance fees from the Company's  software  products are recognized (based on
software  license fee at time of license  commencement or renewal)  ratably over
the term of the maintenance  contract.  Engineering  service fees are recognized
using the invoice amount for labor hours.  Fees from  installation  services are
recognized as services are provided.

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

                                       10

<PAGE>

Cost of Revenues.  The cost of product sales consists primarily of related costs
for research and development  personnel to modify and integrate existing product
software for each  customer.  The majority of the  Company's  products have been
created  and  copyrighted  by ISES  Corporation  (its  predecessor  in  interest
pursuant to the merger which was effective  February 28, 2000).  The Company has
licensed In-Flight TetrisTM from Blue Planet Software and incurs licensing costs
for each copy inventoried for or distributed to the IFE market.  The Company has
also  licensed  travel  information  from Lonely  Planet  Publishing  and incurs
licensing  costs for copies  distributed  to the IFE  market.  Cost of  services
consists  primarily of direct  engineering  labor and materials  associated with
arrangements to provide engineering services.

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

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

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

Results of Operations

Since the inception of ISES 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 the majority of the costs and expenses  disclosed in this report
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 ISES revenue,  costs
and expenses for the same period in the previous year.

                                       11

<PAGE>

Three Months Ended June 30, 2000 and 1999

Revenues

Total  revenues  increased  515% to $234,000 for the three months ended June 30,
2000, compared to $38,000 for the three months ended June 30, 1999. The increase
was related to an  increase in product  license  revenues  and license  updates.
Product  license fees  represented  64% of revenues  versus 34% for  engineering
service  fees.  During the three months ended June 30, 2000,  transactions  with
Delta Airlines,  Motorola and AOM accounted for 53%, 34% and 7%, respectively of
the Company's total revenues.

Costs and Expenses

Total costs  increased 84% to $448,000 for the three months ended June 30, 2000,
compared to $244,000 for the three months ended June 30, 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  79% to
$259,000 for the three  months  ended June 30, 2000 from  $145,000 for the three
months  ended June 30,  1999  reflecting  costs  associated  with the  Company's
expansion in sales, and research and development.

Software  Development and Consulting.  Software development and consulting costs
increased  41% to $88,000 for the three  months ended June 30, 2000 from $63,000
for the three months ended June 30, 1999,  reflecting an increase in third party
consulting.

Other  Expenses.  Other expenses  increased 377% to $74,000 for the three months
ended June 30, 2000 from $15,000 for the three  months ended June 30, 1999.  The
increase is reflective of associated costs of the Company's growth.

Nine Months Ended June 30, 2000 and 1999

Revenues

Total  revenues  increased  67% to $674,000  for the nine months  ended June 30,
2000, compared to $404,000 for the nine months ended June 30, 1999. The increase
was related to an  increase in product  license  revenues  and license  updates.
Product  license fees  represented  57% of revenues  versus 43% for  engineering
service  fees.  During the nine months  ended June 30, 2000,  transactions  with
Motorola,  Delta Airlines,  Canal+ U.S.  Technologies,  Airtours  International,
Rockwell  Collins  and  AOM  accounted  for  40%,  19%,  13%,  12%,  12% and 2%,
respectively of the Company's total revenues.

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<PAGE>

Costs and Expenses

Total costs increased 62% to $1,092,000 for the nine months ended June 30, 2000,
compared to $676,000 for the nine months  ended June 30, 1999.  The increase was
related  to  merger  administrative  costs,  sales  commission  costs  and added
software  development costs needed to support increased business and anticipated
future  growth.  The Company  believes  that costs and expenses will continue to
increase as it attempts to expand operations (including product development) and
sales and marketing efforts.

Payroll and Related  Benefits.  Payroll and related  benefits  increased  95% to
$605,000  for the nine  months  ended June 30, 2000 from  $312,000  for the nine
months ended June 30, 1999 reflecting  research and  development,  marketing and
administrative  employee expansion in Des Moines,  Iowa and establishing a sales
office in Austin, Texas.

Software  Development  and  Consulting.   Software  development  and  consulting
expenses  increased 12% to $270,000 for the nine months ended June 30, 2000 from
$241,000 for the nine months ended June 30, 1999.

Other  Expenses.  Other expenses  increased 136% to $144,000 for the nine months
ended  June 30,  2000 from  $61,000  for the nine  months  ended  June 30,  1999
reflecting associated costs of the Company's growth.

Liquidity and Capital Resources

The Company requires working capital to fund its operations. The Company expects
to continue to experience  losses from operations and negative cash flows for at
least the next twelve  month  period.  Effective  February 28, 2000 (the date of
filing of a  Certificate  of Merger  with the Nevada  Secretary  of State),  the
Company  merged  with  ISES  Corporation  with  the  Company  as  the  surviving
corporation.  The merger was  arranged  for the  Company by  Investment  Capital
Corporation  and  Pursuit   Capital  LLC,   venture  capital  firms  located  in
Scottsdale,  Arizona in accordance with  understandings  these entities  reached
with ISES  Corporation  to raise capital in private  transactions.  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.  The
current understanding of the parties obligates these venture capital entities to
provide additional funding of $1,240,000 (without the issuance of any additional
shares of stock by the Company) on or before  August 28, 2000 (i.e.,  six months
after the merger became effective) of which $100,000 was received by the Company
as of June 30, 2000.

The proceeds of the private placement and of the additional capital resources to
be provided by the venture  capital firms are being and will be used for working
capital  and  general  corporate  purposes,  including  expansion  of sales  and
marketing efforts, increases in research and development activities,

                                       13

<PAGE>

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 June 30, 2000, had an accumulated deficit of $743,000.  To
date,  the Company  has  recognized  growing  revenue,  however,  its ability to
generate revenue is subject to substantial  uncertainty.  The Company expects to
incur  significant  additional  losses  and  continued  negative  cash flow from
operations in 2000 and it may never become  profitable.  The Company  expects to
incur significant sales and marketing,  research and development and general and
administrative  expenses. The Company will need to generate significant revenues
to  achieve   profitability   and  positive   operating  cash  flows.   Even  if
profitability and positive operating cash flow are achieved, the Company may not
be able to achieve, sustain or increase profitability or positive operating cash
flow on a quarterly or annual basis.

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

The  Company's  business  and  prospects  depend on the  development  and market
acceptance  of  interactive  television  and the  growth of  aircraft  in-flight
entertainment  systems.  The Company's future revenue prospects are subject to a
high degree of uncertainty. Currently, it derives revenues evenly from in-flight
entertainment  software  license  fees and  interactive  television  engineering
service fees. In the future,  however,  the Company intends to generate  revenue
primarily  from software  license fees  particularly  in the emerging  market of
interactive   television  while  maintaining  modest  growth  in  the  in-flight
entertainment  market.  The market for interactive  television  software is new,
unproven and subject to rapid technology  change.  This market may never develop
or may develop at a slower rate than  anticipated.  In addition,  the  Company's
success  in  marketing  the  Company  as a supplier  of  interactive  television
application software is dependent upon developing and maintaining

                                       14

<PAGE>

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
Company. As a result, the Company will have difficulty  increasing the number of
design "wins" for its products and services.

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

The Company currently participates in markets which are subject to:

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

The introduction of the software applications  targeting interactive  television
and in-flight entertainment containing new technologies and the emergence of new
industry standards could render

                                       15

<PAGE>

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 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  $1,240,000 in equity (without further issuance of equity  securities
by the  Company) of which

                                       16

<PAGE>

$100,000 was received by the Company as of June 30, 2000. None of such shares of
common stock or preferred  stock was or will be registered  under the Securities
Act of 1933, as amended.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

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

An amendment to the  Certificate of  Incorporation  of the Company  changing the
Company's name to SNAP2 Corporation was approved by the consent of a majority of
the  shareholders  and the directors of the Company on June 14, 2000. A majority
of the  shareholders  of the Company  consented to the adoption of the Company's
Stock Option Plan on March 15, 2000.

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:

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

          10.3      License Agreement and Software  Development  Agreement dated
                    as of November 2, 1999 and November 22, 1999,  respectively,
                    between  CANAL+  and  ISES   Corporation   (Incorporated  by
                    reference to the Company's  10QSB 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  10QSB 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 10QSB
                    for the period ended March 31, 2000)

          10.6      In-Flight  Entertainment  Software  License  Agreement dated
                    March  31,  1999  between  Airtours  International


                                       17
<PAGE>

                    Airways,  Limited  and  ISES  Corporation  (Incorporated  by
                    reference to the Company's 10QSB 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  10QSB 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  10QSB for the
                    period ended March 31, 2000)

          10.9      Software  Development   Agreement  dated  December  4,  1998
                    between   Motorola,    Inc.   and   International    Systems
                    Entertainment  Software,  Inc. (Incorporated by reference to
                    the Company's 10QSB for the period ended March 31, 2000)

          10.10     ISES  Statement  of  Work  for  Motorola   Application  User
                    Interfaces  (Exhibit C) dated June 25, 1999 (Incorporated by
                    reference to the Company's  10QSB for the period ended March
                    31, 2000)

          10.11     Professional Services Agreement dated March 27, 2000 between
                    "Client" and Icon Laboratories and related Statement of Work
                    (Incorporated  by reference to the  Company's  10QSB for the
                    period ended March 31, 2000)

          10.12     Stock Option Plan

          10.13     In-Flight Entertainment Software License Agreement for Delta
                    Air Lines, Inc. dated as of April 26, 2000

          10.14     ISES  Statement  of Work for the Motorola  Streamaster  User
                    Interface Stallone V1.1 dated as of April 28, 2000

          10.15     In-Flight  Entertainment  Software License  Agreement by AOM
                    dated as of April 27, 2000

     (b)  (i) An  amendment to the Form 8-K filed March 1, 2000 filing was filed
          on May 19,  2000 in  order to  present  certain  historical  financial
          information,  including  without  limitation,  (a) unaudited  proforma
          combined balance sheet as of December 31, 1999; (b) unaudited proforma
          combined summaries of operations for year ended September 30, 1999 and
          quarter ended December 31, 1999.

          (ii) A report on 8-K  describing  the Company's  name change and OTCBB
          symbol change was filed on July 11, 2000.


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<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:  August 2, 2000                   By: /s/ Dean R. Grewell, III
                                              ---------------------------------
                                              Dean R. Grewell, III,  President



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