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 March 31, 2001
                         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 March 31, 2001,  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

                                       1
<PAGE>

which are convertible into 10,000,000  shares of common stock,  $.001 par value,
on February 28, 2002.

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


                                       2
<PAGE>


PART I    FINANCIAL INFORMATION

ITEM 1:   FINANCIAL STATEMENTS


SNAP2 Corporation
 Balance Sheets

<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                                           March 31,    September 30,
                                                                             2001            2000
                                                                         ------------   -------------
<S>                                                                      <C>             <C>
Assets
Cash and cash equivalents                                                $     48,364    $    18,956
Accounts receivable                                                           218,729        127,279
                                                                         ------------    -----------
      Total current assets                                                    267,093        146,235

Equipment, net of accumulated depreciation
                                                                               67,474         76,833

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

      Total assets                                                       $    337,942    $   227,828
                                                                         ============    ===========

Liabilities and Stockholders' Equity (Deficit)
Accounts payable                                                         $    208,188    $    56,390
Accrued payroll and related liabilities                                       151,558         36,339
Accrued royalty                                                                 8,250          3,750
Accrued interest payable                                                        7,354           --
Deferred income                                                                28,125          9,343
Line of credit                                                                200,000           --
Current portion of long-term debt                                              28,757         21,445
                                                                         ------------    -----------
      Total current liabilities                                               632,232        127,267

Long-term debt                                                                195,858        203,170
                                                                         ------------    -----------
      Total liabilities                                                       828,090        330,437

Stockholders' equity (deficit):
   Common stock - $0.001 par value; 50,000,000 shares
   authorized; 17,856,000 shares issued and outstanding                        17,856         17,856

   Convertible  preferred  stock - $0.001 par value; 20,000,000
   Shares  authorized;  10,000 shares  issued and   outstanding
   Shares convert to common stock at a ratio of 1,000 shares of
   common  for each  share of  convertible  preferred  stock on
   February 28, 2002. See note 2                                                   10             10
   Additional paid-in capital                                               1,332,608      1,188,858
   Accumulated deficit                                                     (1,822,972)    (1,291,683)
   Unearned compensation                                                      (17,650)       (17,650)
                                                                         ------------    -----------
      Total stockholders' deficit                                            (490,148)      (102,609)
                                                                         ------------    -----------

        Total liabilities and stockholders' equity (deficit)             $    337,942    $   227,828
                                                                         ============    ===========
</TABLE>


                                       3
<PAGE>


SNAP2 Corporation
Statements of Operations (Unaudited)
 For the Three Months Ended March 31, 2001 and 2000
   and for the Six Months Ended March 31, 2001 and 2000

<TABLE>
<CAPTION>
                                               Three Months Ended               Six Months Ended
                                                    March 31,                      March 31,
                                          ----------------------------    ----------------------------
                                              2001            2000            2001            2000
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Revenue
  License fees                            $    223,625    $    131,150    $    256,835    $    217,598
  Consulting                                   398,354          66,374         603,423         206,998
  Maintenance                                   14,359           9,359          28,718          14,343
                                          ------------    ------------    ------------    ------------
    Total revenue                              636,348         206,883         888,976         438,939

Expenses
  Payroll                                      435,687         165,130         809,830         305,494
  Payroll Taxes                                 34,096          18,358          55,347          24,229
  Employee health insurance                     20,677           7,247          37,813          15,439
  Employer 401(k) contribution                  17,200            --            30,200            --
  Software development and consulting           41,589         104,515         128,000         181,917
  Administration                                95,608          30,367         182,860          38,349
  Interest                                       9,733           4,428          16,631          10,323
  Travel                                        34,343          16,544          77,132          46,589
  Marketing                                     12,343           4,500          17,285           6,836
  Miscellaneous                                 16,511           1,798          19,832           2,368
  Equipment and office rent                     20,335           5,429          33,440           9,584
  Depreciation                                   6,116           1,500          11,895           3,000
                                          ------------    ------------    ------------    ------------
    Total expenses                             744,238         359,816       1,420,265         644,128
                                          ------------    ------------    ------------    ------------

      Loss before income taxes                (107,890)       (152,933)       (531,289)       (205,189)

Income taxes                                      --              --              --              --
                                          ------------    ------------    ------------    ------------

      Net loss                            $   (107,890)   $   (152,933)   $   (531,289)   $   (205,189)
                                          ============    ============    ============    ============


Loss per share
  Basic loss per share                    $      (0.01)   $      (0.01)   $      (0.03)   $      (0.02)
                                          ============    ============    ============    ============
  Weighted average shares                   17,856,000      11,179,868      17,856,000      11,179,868
                                          ============    ============    ============    ============

  Diluted loss per share                  $      (0.01)   $      (0.01)   $      (0.03)   $      (0.02)
                                          ============    ============    ============    ============
  Weighted average shares                   17,856,000      11,179,868      17,856,000      11,179,868
                                          ============    ============    ============    ============
</TABLE>


                                       4
<PAGE>


SNAP2 Corporation
 Statements of Cash Flows (Unaudited)
 For the Six Months Ended March 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                   2001                2000
                                                                ---------           ---------
<S>                                                             <C>                 <C>
Cash flows from operating activities
  Net loss                                                      $(531,289)          $(205,189)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
      Depreciation                                                 11,895               3,000
      Deferred income                                              18,782              23,093
      Changes in:
         Accounts receivable, trade                               (91,450)            (11,449)
         Other current assets                                        --               (14,735)
         Accounts payable and accrued expenses                    278,871            (137,029)
                                                                ---------           ---------
         Net cash used by operating activities                   (313,191)           (342,309)

Cash flows from investing activities
  Purchases of equipment                                           (2,536)             (6,728)
  Other assets                                                      1,385             (10,000)
                                                                ---------           ---------
         Net cash used by investing activities                     (1,151)            (16,728)

Cash flows from financing activities
  Repayment of notes payable and long-term debt                      --              (175,000)
  Proceeds from line of credit                                    200,000                --
  Proceeds from issuance of common stock                             --               760,000
  Additional paid-in capital from investors                       143,750                --
                                                                ---------           ---------
         Net cash provided by financing activities                343,750             585,000
                                                                ---------           ---------

Increase in cash and cash equivalents                              29,408             225,963

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

  Cash and cash equivalents, end of period                      $  48,364           $ 248,065
                                                                =========           =========
</TABLE>


                                       5
<PAGE>


                                SNAP2 Corporation
                          Notes to Financial Statements
               For the Three Months Ended March 31, 2001 and 2000
              and for the Six Months Ended March 31, 2001 and 2000
                                   (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 included in the Company's  Annual
     Report on Form  10-KSB for the year ended  September  30,  2000.

2.   REVERSE ACQUISITION

     Effective   February  28,  2000,  Snap2   Corporation   (f/k/a  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 $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. As of March
     31,  2001,  $570,610 of the  $2,000,000  had been  received and recorded as
     additional  paid-in capital.  Management  believes that it is unlikely that
     any additional capital will be provided by those entities, and is

                                       6
<PAGE>


     in the  process  of  attempting  to  recover  as many of  those  shares  as
     possible. As of March 31, 2001, 1,097,000 shares had been recovered.  Those
     shares are not held as treasury stock, have not been returned to authorized
     but unissued  shares,  and are still shown as  outstanding on the Company's
     stock records.

3.   EARNINGS PER SHARE OF COMMON STOCK

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

     Diluted  loss per share is computed  by  considering  the  weighted-average
     common shares  outstanding and dilutive potential common shares as a result
     of conversion features of convertible preferred stock and 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 quarter ended March 31, 2001,  245,000 options to acquire shares
     of common  stock were  granted  but none were  exercised.  The  Company has
     outstanding  options for 847,500  shares of common stock at March 31, 2001.
     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  stockholders
     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 stockholders  owning in excess of ten percent of
     outstanding common stock.

5.   NOTES PAYABLE

     The Company has entered into a $200,000 bank line of credit agreement.  The
     line of credit is  collaterlized  by real property  owned by a stockholder,
     matures  November 10, 2001 and bears  interest at the bank's base  interest
     rate. At March 31, 2001 $200,000, was  outstanding  under this  agreement.

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


                                       7
<PAGE>


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


     -    Providing on-going embedded software services to Microsoft Corporation
          WebTV for its Internet enabled, television set-top box.

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

          -    Air France
          -    Delta Air Lines
          -    Aer Lingus
          -    LanChile
          -    AOM French Airlines
          -    Airtours

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

     -    Partnering with Sun Microsystems,  Motorola and Wind River Systems for
          the Consumer Electronics Show 2001.

     -    Demonstrating SNAP2 Java-based Interactive Television applications and
          software  middleware  components  with Sun  Microsystems at CeBit 2001
          Hanover, Germany.

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


                                       8
<PAGE>


     -    Expanding  its  presence  in  the  Interactive  Television,   Internet
          Appliance, In-Flight Entertainment and Embedded Systems 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 (40) -- Vice President of Sales

The Company's directors are Messrs.  Grewell,  Johnson,  Hoffman,  Malinak, Mike
Hennel (42) and Stephen Dukes (47).

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

Products.  The Company markets software applications for the IFE and interactive
television  markets.  Its  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,  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.  The  Company's  products  are sold on a
royalty-based  model that  generates  revenue at the time of  customer  contract
execution and provides  annual  revenues for continued use of the software.  IFE
products  have been sold to airlines  and to IFE  equipment  manufacturers.  The
Company  is  porting  these  games  to  interactive  television  STBs  targeting
interactive cable and telephone networks.

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


                                       9
<PAGE>


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  embedded software
services to  Motorola,  Microsoft,  and Canal+ 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  services for revenue  generation and
strategic  positioning of developing  intellectual  property for the interactive
television, Internet appliance and embedded systems markets.

Revenues.  Through  March 31, 2001,  the  Company's  revenues  were derived from
license  fees and  renewals of its SNAP2 Travel Kit Games for the IFE market and
software and engineering  services provided to interactive  television equipment
manufacturers  and  technology  providers.   The  Company's  IFE  revenues  were
comprised of two types:  (i) license fees from  airlines for Airsoft  Travel Kit
Game  products  previously  sold;  and (ii)  OEM  initial  product  sales to IFE
equipment manufacturers for SNAP2 Travel Kit Game products.  License fees, which
are  typically  one year in  duration,  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,  which is typically one year
in duration.  Software  service fees are recognized using the invoice amount for
labor hours as services are performed. Software services are typically performed
under contracts of up to six months in duration and are renewable.

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

The Company  continues to collect  revenues  from its IFE  products.  Revenue is
collected on execution of the software product license and is subject to renewal
fees on each anniversary date of the agreement thereafter.  The Company plans to
continue  distributing  products  directly  to end  users as well as to OEMs who
bundle and resell the Company's products to end users.

Payroll and Related Costs. The Company's  payroll and related expenses  includes
salaries of research and development,  sales (including commissions),  marketing
and executive  administration  personnel.  These  expenses also include  payroll
taxes, employee health insurance and employer 401(k) contributions.  The Company
expects  payroll and related  benefits  expenses  will increase in the future as
additional personnel are hired to support anticipated growth.

Software  Development and  Consulting.  The Company's  software  development and
consulting   expense  includes   allocated  related  expenses  and  payments  to
third-party consultants developing software and graphic assets owned and used by
the Company.


                                       10
<PAGE>


Travel and Marketing. These sales and marketing costs primarily relates to sales
related travel and various marketing efforts,  promotional  materials and public
relations  activities.  The Company  expects its sales and marketing  efforts to
increase as it focuses on  increasing  its services  revenues and as it develops
and releases new products.

Administrative,  Miscellaneous, Equipment and Office Rent, and Depreciation. The
Company's  general and  administrative  expense includes  administrative  costs,
legal  fees,  travel  costs,  facilities-related  expenses,  bad  debt  expense,
depreciation  and other  administrative  costs. The Company expects that general
and  administrative  expense  will  increase  in the  future  as a result of 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
for the period ended March 31, 2000 (prior to the merger) were generated by ISES
Corporation.  The  Company  had  no  revenue  prior  to  the  merger  with  ISES
Corporation  and  minimal  costs and  expenses.  As a result,  the  consolidated
comparative  data  represents  the  comparison of the Company's  results for the
period ended March 31, 2001 with revenue, costs and expenses of ISES Corporation
for the same period in the previous year.

Three Months Ended March 31, 2001 and 2000

Revenues

Total  revenues  increased 208% to $636,000 for the three months ended March 31,
2001,  compared to $207,000  for the three  months  ended  March 31,  2000.  The
increase  was  related to an increase in  software  service  revenues.  Software
service fees  represented 63% of revenues  versus 37% for software  license fees
and maintenance. During the three months ended March 31, 2001, transactions with
Microsoft,  Rockwell,  Delta Air Lines, Qantas Airways Limited,  Air France, and
LanChile,  accounted  for 46%,  23%,  13%,  8%, 2% and 1%,  respectively  of the
Company's total revenues.

Costs and Expenses

Total costs  increased  107% to $744,000  for the three  months  ended March 31,
2001,  compared to $360,000  for the three  months  ended  March 31,  2000.  The
increase was related to payroll and related 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.  The Company had reduced the amount of development
work performed by outside  consultants  by having its employees  perform more of
these services.


                                       11
<PAGE>



Payroll  and Related  Costs.  Payroll and  related  benefits  increased  166% to
$508,000 for the three  months ended March 31, 2001 from  $191,000 for the three
months  ended March 31, 2000  reflecting  costs  associated  with the  Company's
expansion in research and development and the shift in having employees  perform
development work versus outside consultants.

Software  Development and Consulting.  Software development and consulting costs
decreased 60% to $42,000 for the three months ended March 31, 2001 from $105,000
for the three months ended March 31, 2000, which reflects efforts by the Company
to reduce its reliance on outside consultants.

Travel and Marketing.  These sales and marketing related costs increased 122% to
$47,000 for the three  months  ended  March 31, 2001 from  $21,000 for the three
months ended March 31, 2000,  which reflects the Company's  increased  sales and
marketing efforts.

Administrative,  Miscellaneous,  Equipment  and Office Rent,  and  Depreciation.
These general and administrative  costs increased 241% to $148,000 for the three
months  ended March 31, 2001 from  $44,000 for the three  months ended March 31,
2000. The increase in costs is primarily due to the professional fees associated
with being a public  reporting  company,  professional  fees associated with the
ongoing  business of the Company,  rent,  bad debt expense and other general and
administrative expenses.

Six Months Ended March 31, 2001 and 2000

Revenues

Total  revenues  increased  103% to $889,000  for the six months ended March 31,
2001, compared to $439,000 for the six months ended March 31, 2000. The increase
was related to an increase in software service  revenues.  Software service fees
represented  68%  of  revenues   versus  32%  for  software   license  fees  and
maintenance.  During the six months  ended  March 31,  2001,  transactions  with
Microsoft,  Rockwell,  Delta Air Lines,  Qantas  Airways  Limited,  Air  France,
LanChile,  Motorola,  and Air Lingus  accounted for 54%, 16%, 9%, 6%, 3%, 3%, 2%
and 1% respectively of the Company's total revenues.

Costs and Expenses

Total costs  increased  120% to  $1,420,000  for the six months  ended March 31,
2001, compared to $644,000 for the six months ended March 31, 2000. The increase
was related to payroll and related 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.  The Company had reduced the amount of  development  work  performed by
outside consultants by having its employees perform more of these services.


                                       12
<PAGE>



Payroll  and Related  Costs.  Payroll and  related  benefits  increased  170% to
$933,000  for the six months  ended  March 31,  2001 from  $345,000  for the six
months  ended March 31, 2000  reflecting  costs  associated  with the  Company's
expansion in research and development and the shift in having employees  perform
development work versus outside consultants.

Software  Development and Consulting.  Software development and consulting costs
decreased  30% to $128,000 for the six months ended March 31, 2001 from $182,000
for the six months ended March 31, 2000,  which reflects  efforts by the Company
to reduce its reliance on outside consultants.

Travel and Marketing.  These sales and marketing  costs increased 77% to $94,000
for the six months  ended March 31, 2001 from  $53,000 for the six months  ended
March 31, 2000,  which  reflects the  Company's  increased  sales and  marketing
efforts.

Administrative,  Miscellaneous,  Equipment  and Office Rent,  and  Depreciation.
These general and  administrative  costs  increased 316% to $265,000 for the six
months  ended  March 31, 2001 from  $64,000  for the six months  ended March 31,
2000. The increase in costs is primarily due to the professional fees associated
with being a public  reporting  company,  professional  fees associated with the
ongoing  business of the Company,  rent,  bad debt expense and other general and
administrative expenses.

Liquidity and Capital Resources

The Company requires  working capital to fund its operations,  since the Company
has experienced losses from operations and negative cash flows.

In an effort to fund its planned  development  and sales and marketing  efforts,
the Company, effective February 28, 2000 (the date of filing of a Certificate of
Merger with the Nevada  Secretary of State),  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.  These  entities  are  obligated  to provide the Company  with an
additional  $2,000,000 in equity (without further issuance of equity  securities
by the Company) of which $570,610 was received by the Company  through March 31,
2001 leaving a balance of $1,429,390 to be provided by these  entities.  None of
such shares of common stock was or will be registered  under the  Securities Act
of 1933, as amended. Management believes that it is unlikely that these entities
will  provide  any  additional  capital to the  Company and is in the process of
attempting  to recover as many of such shares as possible.  As of March 31, 2001
1,097,000  shares  have been  recovered.  These  shares are not held as treasury
stock,


                                       13
<PAGE>


have not been returned to authorized but unissued shares, and are still shown as
outstanding on the Company's stock records.

As a result of the unfunded commitment, the Company entered into a $200,000 line
of credit with a bank,  which is guaranteed by a  stockholder,  entered in other
debt  arrangements  of  approximately  $200,000,  and has delayed paying certain
accounts payable to fund its operations.  The Company is  investigating  several
other  financing  activities,  but there is no  assurance  any  funding  will be
obtained, or if obtained, the terms may not be favorable.  Also, the Company has
focused its efforts on increasing revenues,  primarily services revenues,  in an
effort to generate  positive cash flow and has  successfully  achieved this goal
the last two months;  however,  there are no  assurances  of continued  positive
cashflow in the future, since the Company is dependent on the renewal of certain
service contracts.

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 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:

Funding Needs

The Company needs additional funding to further develop or enhance its products,
take advantage of future  opportunities  or respond to competitive  pressures or
unanticipated requirements. The Company's 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  $570,610 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 is guaranteed by a stockholder,  entered in other debt  arrangements
of  approximately  $200,000,  and has delayed paying certain accounts payable to
fund its  operations.  The  Company is  investigating  several  other  financing
activities,  but there is no  assurance  any  funding  will be  obtained,  or if
obtained,  the terms may not be  favorable.  Also,  the  Company has focused its
efforts on increasing  revenues,  primarily services  revenues,  in an effort to
generate positive cash flow and has successfully achieved this goal the last two
months;  however,  there are no assurances of continued positive cashflow in the
future,  since the  Company is  dependant  on the  renewal  of  certain  service
contracts.  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


                                       14
<PAGE>

opportunities or respond to competitive pressures or unanticipated requirements,
any of which could have a material adverse effect on the Company's business.

The Company Expects to Incur Operating and Net Losses

The Company has a limited operating history,  has incurred significant losses in
the past year and, at March 31, 2001, had an accumulated  deficit of $1,822,972.
To date, the Company has recognized  growing  revenue,  however;  its ability to
generate revenue is subject to substantial  uncertainty.  The Company expects to
incur  significant  additional  losses  and  continued  negative  cash flow from
operations in 2001 and it may never become  profitable.  The Company  expects to
incur significant sales and marketing,  research and development and general and
administrative  expenses. The Company will need to generate significant revenues
to  achieve   profitability   and  positive   operating  cash  flows.   Even  if
profitability and positive operating cash flow are achieved, the Company may not
be able to achieve, sustain or increase profitability or positive operating cash
flow on a quarterly or annual basis.

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

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

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

The Company's  software  products  target  specific  interactive  television and
in-flight  entertainment  systems and the opportunity to generate revenue can be
directly  related to the number  and the timing


                                       15
<PAGE>


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 that are subject to:

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

The introduction of the software applications  targeting interactive  television
and in-flight entertainment containing new technologies and the emergence of new
industry  standards  could  render the  Company's  products  less  desirable  or
obsolete.  In  particular,  the Company  expects that  changes in the  operating
system  environment  including  client and server  middleware will require it to
rapidly evolve and adapt its products to be competitive.  As a result,  the life
cycle of each release of the Company's products is difficult to estimate.  To be
competitive,  the Company  will need to develop and  release  new  products  and
upgrades that respond to technological changes or evolving industry standards on
a timely and  cost-effective  basis.  There can be no assurance that the Company
will  successfully  develop and market  these types of products  and upgrades or
that the Company's products will achieve market acceptance. If the Company fails
to produce  technologically  competitive products in a timely and cost-effective
manner, its business and results of operations could suffer materially.




                                       16
<PAGE>


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.


                                       17
<PAGE>


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  $2,000,000 in equity (without further issuance of equity  securities
by the Company) of which $570,610 was received  through March 31, 2001 leaving a
balance of $1,429,390 to be provided by these  entities.  None of such shares of
common stock or preferred  stock was or will be registered  under the Securities
Act of 1933, as amended.  The funds received have been used for working capital.
Management  believes  that it is unlikely  that these  entities will provide any
additional capital to the Company and is in the process of attempting to recover
as many of such shares as possible.  As of March 31, 2001 1,097,000  shares have
been  recovered.  These  shares are not held as  treasury  stock,  have not been
returned to authorized but unissued  shares,  and are still shown as outstanding
on the Company's stock records.

ITEM 3:   DEFAULTS UPON SENIOR SECURITIES

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

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

None.


                                       18
<PAGE>


ITEM 5:   OTHER INFORMATION

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

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

               3.1    Articles of  Incorporation,  as amended  (Incorporated  by
                      reference  to the  Company's  10-KSB for the  fiscal  year
                      ended September 30, 2000)
               3.2    Bylaws,  as  amended  (Incorporated  by  reference  to the
                      Company's  10-KSB for the fiscal year ended  September 30,
                      2000)
               10.1   Consulting  Agreement dated February 25, 1999 between ISES
                      Corporation and Trivia Mania (Incorporated by reference to
                      the Company's 10-QSB for the period ended March 31, 2000)
               10.2   Copyright and Trademark License and Distribution Agreement
                      dated  September  30,  1999  between  The Tetris  Company,
                      L.L.C. and ISES Corporation  (Incorporated by reference to
                      the Company's 10-QSB for the period ended March 31, 2000)
               10.4   Investment   Capital   Corporation   -  Letter   agreement
                      regarding  Merger of White Rock  Enterprises Ltd. and ISES
                      Corporation  (Incorporated  by reference to the  Company's
                      10-QSB for the period ended March 31, 2000)
               10.5   Investment  Capital  Corporation - Memo regarding proposed
                      new  capital  structure  of White Rock  Enterprises,  Ltd.
                      reflecting  the merger  (Incorporated  by reference to the
                      Company's 10-QSB for the period ended March 31, 2000)
               10.6   In-Flight  Entertainment  Software License Agreement dated
                      March 31, 1999  between  Airtours  International  Airways,
                      Limited and ISES Corporation (Incorporated by reference to
                      the Company's 10-QSB for the period ended March 31, 2000)
               10.7   Content License  Agreement dated November 15, 1999 between
                      Lonely Planet  Publications Pty. Ltd. and ISES Corporation
                      (Incorporated by reference to the Company's 10-QSB for the
                      period ended March 31, 2000)
               10.8   License and  Distribution  Agreement dated October 1, 1999
                      pursuant    to    which    ISES    Corporation    appoints
                      Licensee-Rockwell  Collins,  Inc. and End User-Air  France
                      (Incorporated by reference to the Company's 10-QSB for the
                      period ended March 31, 2000)
               10.12  First Amendment to SNAP2  Corporation  Stock  Option  Plan
                      (Amending  Stock Option Plan  previously  filed as Exhibit


                                       19
<PAGE>


                      10.12 to the  Company's  10-QSB for the period  ended June
                      30, 2000)  (Incorporated  by  reference  to the  Company's
                      10-KSB for the year ended September 30, 2000)
               10.13  In-Flight  Entertainment  Software  License  Agreement for
                      Delta  Air  Lines,   Inc.  dated  as  of  April  26,  2000
                      (Incorporated by reference to the Company's 10-QSB for the
                      period ended June 30, 2000)
               10.15  In-Flight  Entertainment Software License Agreement by AOM
                      dated as of April 27, 2000  (Incorporated  by reference to
                      the Company's 10-QSB for the period ended June 30, 2000)
               10.16  In-Flight  Entertainment  Software  License  Agreement  by
                      LanChile  dated as of  October  6, 2000  (Incorporated  by
                      reference  to the  Company's  10-QSB for the period  ended
                      December 31, 2000)
               10.17  Software  Services  Agreement dated as of October 24, 2000
                      between Microsoft and SNAP2  (Incorporated by reference to
                      the  Company's  10-QSB for the period  ended  December 31,
                      2000)
               10.18  In-Flight Entertainment Software License Agreement for Aer
                      Lingus  dated as of  October  30,  2000  (Incorporated  by
                      reference  to the  Company's  10-QSB for the period  ended
                      December 31, 2000)

          (b)  Report on Form 8-K: None.


                                       20
<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: May 15, 2001                      By: Dean R. Grewell, III
                                            ------------------------------------
                                            Dean R. Grewell, III,  President


                                       21