SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark one)

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

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

                       For Period ended December 31, 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 December 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 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]


<PAGE>

PART I    FINANCIAL INFORMATION

ITEM 1:   FINANCIAL STATEMENTS

SNAP2 Corporation
 Balance Sheets
 December 31, 2001 and September 30, 2001

<TABLE>
<CAPTION>
                                                                                     (Unaudited)
                                                                                     December 31,        September 30,
                                                                                         2001                 2001
                                                                                 -------------------  -------------------
<S>                                                                                  <C>                  <C>
Assets
Cash                                                                                 $      --            $    10,792
Accounts receivable                                                                      215,463              143,794
                                                                                     -----------          -----------
         Total current assets                                                            215,463              154,586

Equipment, net of accumulated depreciation                                                52,887               55,580

Other assets                                                                                 300                  300
                                                                                     -----------          -----------
            Total assets                                                             $   268,650          $   210,466
                                                                                     ===========          ===========

Liabilities and Stockholders' Deficit
Outstanding checks in excess of bank balance                                         $    59,781          $      --
Line of credit                                                                           200,000              200,000
Current portion of long-term debt                                                         66,000               66,000
Accounts payable                                                                         107,464              205,312
Accrued payroll and related liabilities                                                  250,455              310,358
Accrued royalty                                                                           15,000               12,750
Accrued interest payable                                                                  15,312               14,209
Deferred income                                                                             --                 46,809
                                                                                     -----------          -----------
         Total current liabilities                                                       714,012              855,438

Long-term debt                                                                           158,615              158,615
                                                                                     -----------          -----------
         Total liabilities                                                               872,627            1,014,053

Stockholders' 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.                                                    10                   10
     Additional paid-in capital                                                        1,417,528            1,417,528
     Accumulated deficit                                                              (1,996,653)          (2,192,581)
     Unearned compensation                                                               (42,718)             (46,400)
                                                                                     -----------          -----------
         Total stockholders' deficit                                                    (603,977)            (803,587)
                                                                                     -----------          -----------
            Total liabilities and stockholders' deficit                              $   268,650          $   210,466
                                                                                     ===========          ===========
</TABLE>


                                       2
<PAGE>

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

                                                      2001            2000
                                                  ------------    ------------
Revenue
    License fees                                  $     93,184    $     33,200
    Consulting                                         378,418         205,069
    Maintenance                                          4,375          14,359
                                                  ------------    ------------
      Total revenue                                    475,977         252,628

Cost of Revenue                                        237,298         103,208
                                                  ------------    ------------
Gross Profit                                           238,679         149,420

Operating Expenses
    Research and development                           114,925         261,816
    Sales and marketing                                 57,162         145,156
    General and administrative                         163,455         158,950
                                                  ------------    ------------
      Total operating expenses                         335,542         565,922
                                                  ------------    ------------
        Loss from operations                           (96,863)       (416,502)
    Interest expense                                    (7,209)         (6,897)
    Gain on sale and license of IFE assets             300,000             --
                                                  ------------    ------------
        Net income (loss)                         $    195,928    $   (423,399)
                                                  ============    ============

Net income (loss) per share -
    Basic                                         $       0.01    $      (0.02)
                                                  ============    ============
    Diluted                                       $       0.01    $      (0.02)
                                                  ============    ============

Weighted average shares outstanding -
    Basic                                           17,856,000      17,856,000
                                                  ============    ============
    Diluted                                         27,856,000      17,856,000
                                                  ============    ============


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                 2001        2000
                                                             ----------   ----------
<S>                                                          <C>          <C>
 Cash flows from operating activities
      Net income  (loss)                                     $ 195,928    $(423,399)
      Adjustments to reconcile net loss to net cash
        used by operating activities:
          Depreciation                                           4,556        5,779
          Amortization of unearned compensation                  3,682           --
          Deferred income
                                                               (46,809)      15,641
          Changes in:
             Accounts receivable                               (71,669)       1,226
             Accounts payable and accrued expenses            (154,397)     139,550
                                                             ---------    ---------
             Net cash used in operating activities             (68,709)    (261,203)

 Cash flows from investing activities
      Purchases of equipment                                    (1,864)      (1,485)
      Other assets                                                  --        1,385
                                                             ---------    ---------
             Net cash used in investing activities              (1,864)        (100)

 Cash flows from financing activities
      Checks written in excess of bank balance                  59,781           --
      Proceeds from line of credit                                  --      141,000
      Additional paid-in capital from investors                     --      143,750
                                                             ---------    ---------
             Net cash provided by financing activities          59,781      284,750
                                                             ---------    ---------

 (Decrease) increase in cash                                   (10,792)      23,447

 Cash at beginning of period                                    10,792       18,956
                                                             ---------    ---------

 Cash at end of period                                       $      --    $  42,403
                                                             =========    =========

 Supplemental disclosure:
     Cash paid for interest                                  $   1,530    $      --
                                                             =========    =========
</TABLE>


                                        4
<PAGE>

                                SNAP2 Corporation
                          Notes to Financial Statements
              For the Three Months Ended December 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 accounting
     principles accepted in the United States of America. However, in the
     opinion of management, all adjustments for a fair presentation of the
     financial statements have been included. Results for interim periods are
     not necessarily indicative of results expected for the year.

     These financial statements should be read in conjunction with the financial
     statements and related notes, which are incorporated by reference from the
     Company's Annual Report on Form 10-KSB for the year ended September 30,
     2001.

2.   EARNINGS PER SHARE

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

     Diluted earnings per share are computed by considering the weighted-average
     common shares outstanding (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 for the three month periods ended
     December 31, 2001 and 2000, as they were anti-dilutive during those
     periods.

3.   STOCK OPTIONS

     During the three months ended December 31, 2001, the Company issued
     employee stock options for 50,000 shares of common stock. 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 1,897,500 shares of common stock at December 31,
     2001.

4.   LINE OF CREDIT AND LONG-TERM DEBT

     On June 20, 1999, the Company entered into a promissory note with a related
     party of the Company's president whereby $135,000 was borrowed by the
     Company. The note bears an interest rate of 9% per annum on the unpaid
     principal balance. Under the terms of the note, principal payments of
     $10,385 along with interest are due in quarterly installments beginning
     July 1, 2001. The Company has not paid the $20,770 due under this note, as
     well as the accrued interest, since July 1, 2000. Principal payments have
     not been accelerated under this note by the noteholder.


                                       5
<PAGE>

     On August 17, 1999 the Company entered an agreement with the Iowa
     Department of Economic Development (IDED) whereby the Company would receive
     $100,000 of financial assistance under the Community Economic Betterment
     Account (CEBA). Under the terms of the agreement, the Company shall pay an
     annual royalty equal to 1.5% of the prior year total gross revenues to IDED
     in semi-annual payments each June 1 and December 1, until a repayment
     amount of $200,000 has been reached. $24,462 was due under this agreement
     at December 31, 2001.

     The Company has a $200,000 line of credit with a bank bearing interest at
     the bank's commercial base rate. This line is guaranteed by a
     director/officer of the Company. Funds advanced are secured by the
     Company's accounts receivable and equipment. At December 31, 2001, $200,000
     was outstanding under the agreement. The line of credit matured November
     10, 2001 at which time the Company was unable to repay the amounts due. The
     line was renewed on January 29, 2002 through February 10, 2003.

5.   GAIN ON SALE AND LICENSE OF IFE ASSETS

     On November 26, 2001 the Company entered into an Amended and Substituted
     Asset Purchase Agreement ("Agreement") with Inflight Digital Limited, a
     company incorporated under the laws of England and Wales ("Buyer") which
     superceded an earlier Asset Purchase Agreement between the parties dated
     September 6, 2001. Pursuant to the Agreement, the Company agreed to sell to
     the Buyer all of Company's IFE assets. The IFE assets include all of the
     Company's rights and obligations under its contracts with airline operators
     for the licensing of IFE products and services, the Company's rights and
     obligations under license and distribution agreements relating to its IFE
     business, Company's files, books and records relating to its IFE assets and
     other tangible property and physical assets used by the Company solely in
     connection with IFE business. The Company also granted Buyer a perpetual,
     royalty free, exclusive worldwide license for IFE business. Terms include a
     total purchase price for the sale and license of the IFE assets of $300,000
     plus (i) fifty percent (50%) of all revenue received by Buyer from certain
     existing customers for a period of three (3) years after the closing; (ii)
     twenty-five percent (25%) of all revenues received by Buyer under certain
     new business generated by Buyer; (iii) an amount not to exceed $100,000 of
     the existing contract with British Airways as assigned to Buyer plus fifty
     percent (50%) of all revenue received by Buyer from British Airways during
     the three (3) years after closing; and (iv) $75,000 upon receipt of the
     consent of Air France that it will expand the number of aircraft using the
     software and fifty percent (50%) of the revenues received from Air France
     during the three (3) years after closing. In November 2001, the Company
     received $300,000 as a result of this transaction, which was recorded as a
     gain on sale. Additional amounts to be received will be recorded as license
     fees. The Company's fees related to this Agreement for the quarters ended
     December, 2001 and 2000 were $85,834 and $33,200, respectively. Had the
     transaction occurred at the beginning of the quarters ended September 30,
     2001 and 2000, license fee revenues would have approximated $50,000 and
     $16,000, respectively. The Company's operating expenses will not be reduced
     as a result of this transaction.

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

Forward-Looking Statements

The discussion in this Report on Form 10-QSB contains forward-looking statements
that have been made pursuant to the provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on
current expectations, estimates and projections about the Company's business,
based


                                       6
<PAGE>

on management's current beliefs and assumptions made by management. Words such
as "expects", "anticipates", "intends", "believes", "plans", "seeks",
"estimates" and similar expressions or variations of these words are intended to
identify such forward-looking statements. Additionally, statements that refer to
the Company's estimated or anticipated future results, sales or marketing
strategies, new product development or performance or other non-historical facts
are forward-looking and reflect the Company's current perspective based on
existing information. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual results and outcomes may differ
materially from what is expressed or forecasted in any such forward-looking
statements. Such risks and uncertainties include those set forth herein below
under "Risk Factors That May Affect Future Results of Operations" as well as
previous public filings with the Securities and Exchange Commission. The
discussion of the Company's financial condition and results of operations should
also be read in conjunction with the financial statements and related notes
included in Item 1 of this quarterly report. The Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.

Overview

SNAP2 Corporation (f/k/a White Rock Enterprises, Ltd.) (the "Company") is a
software product developer and software service provider for interactive set-top
boxes (STB) for interactive television. The Company was incorporated on October
8, 1998 under the laws of the State of Nevada originally for the purpose of
developing and marketing its only product, a boot dryer that dries both boots
and shoes for commercial and consumer use. Effective February 28, 2000 the
Company merged with ISES Corporation (an Iowa corporation originally
incorporated on May 14, 1997) ("ISES") with the Company being the survivor. In
connection with the merger, the Company disposed of its boot dryer product to
the original owner. The Company's name was subsequently changed to SNAP2
Corporation pursuant to Articles of Amendment filed July 12, 2000.

The resulting Company's activities to date have consisted of:

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

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

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

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

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

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


                                       7
<PAGE>

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

On November 26, 2001 the Company entered into an Amended and Substituted Asset
Purchase Agreement ("Agreement") with Inflight Digital Limited, a company
incorporated under the laws of England and Wales ("Buyer") which superceded an
earlier Asset Purchase Agreement between the parties dated September 6, 2001.
Pursuant to the Agreement, the Company agreed to sell to the Buyer all of the
Company's IFE assets. The IFE assets include all of the Company's rights and
obligations under its contracts with airline operators for the provision of IFE
products and services, the Company's rights and obligations under license and
distribution agreements relating to its IFE business, the Company's files, books
and records relating to its IFE assets and other tangible property and physical
assets used by the Company solely in connection with IFE business. The Company
also granted Buyer a perpetual, royalty free, exclusive worldwide license to
use, for IFE business, only, the Company's intangible properties and rights
relating to its IFE business. The transaction is described in the Company's
Current Report on Amendment No. 1 to Form 8-K which was filed with the
Securities and Exchange Commission on December 10, 2001.

The Company continues to develop software and service the STB industry and to
explore emerging markets for embedded software technologies. The Company has
engaged with companies creating embedded devices technologies such as Internet
appliances, personal digital assistants and wireless devices. The Company feels
that it can target these markets successfully with the technologies and
experience from the STB and IFE markets as well as the skill sets it has
acquired from its growth of embedded software programmers. The Company will
pursue additional product and service opportunities in these markets.

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

     Rick Grewell (43) -- President and CEO

     Antony Hoffman (40) -- Vice President of Research and Development

     Mark Malinak (40) -- Vice President of Sales

The Company's  directors  are Messrs.  Grewell,  Steve  Johnson  (41),  Hoffman,
Malinak, Stephen Dukes (47) and Mike Hennel (42).

Operations. The Company operates from its headquarters located at 10641 Justin
Drive, Des Moines, Iowa 50322. The Company was previously located at 2600 72nd
Street and moved to its expanded facilities on May 23, 2000 to accommodate its
growth and development. In addition to its offices in Des Moines, the Company
also has a sales office in Austin, Texas. The combined offices develop and
market software products and services for IFE systems and STB for interactive
television created by the Company.

Products. Prior to the sale of the IFE assets, the Company marketed software
applications for the IFE and interactive television markets. Its Airsoft Travel
Kit software targeted IFE systems manufactured by Rockwell Collins, Matsushita
Avionics and Sony Trans Com. The Travel Kit is comprised of digital information
and entertainment software that airline passengers can access from video
displays at their passenger seats while traveling. The complete Travel Kit
consists of destination information, language training and games and customized
airline information. The package can be sold as a complete package or as
individual components. The Company has sold packages of Travel Kit Games to Air
France, Delta Air Lines, LanChile, Airtours, Aer Lingus and AOM French airlines.
The Company has licensed destination


                                       8
<PAGE>

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.

Management believes the sale of the IFE assets will enhance the Company's plans
to focus its software product offering for the interactive television market and
the Internet appliance market. The Company intends to sell interactive
television and Internet appliance software products to original equipment
manufacturers, technology providers and network operators in these markets.

Consulting 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 consulting services for revenue
generation and strategic positioning of developing intellectual property for the
interactive television, Internet appliance and embedded systems markets.

Revenues. Through December 31, 2001, the Company's revenues were derived from
software and engineering consulting services provided to interactive television
equipment manufacturers and technology providers, and license fees of its SNAP2
Travel Kit Games for the IFE market. Consulting services are recognized using
the invoice amount for labor hours as services are performed. Consulting
services are typically performed under contracts of up to six months in duration
and are renewable. The Company's IFE revenues were comprised of two types: (i)
license fees from airlines for Airsoft Travel Kit Game products previously sold;
and (ii) OEM initial product sales to IFE equipment manufacturers for SNAP2
Travel Kit Game products. License fees are recognized as revenue upon contract
signing and shipment of the software master copy or download of software by the
customers since the Company does not incur significant additional support costs
at the time of sale. Maintenance fees from the Company's software products are
recognized (based on software license fee at time of license commencement or
renewal) ratably over the term of the maintenance contract, which is typically
one year in duration.

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

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


                                       9
<PAGE>

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

Research and Development. Primarily consists of payroll and related costs
(salaries, payroll taxes, employee health insurance and employer 401(k)
contributions) of engineering and software development staff, as well as,
amounts paid to independent development consultants, to develop software and
graphic arts owned and utilized by the Company. During the three months ended
December 31, 2001, the Company increased the amount of time its product
development staff was utilized on consulting engagements. The Company expects to
continue using a significant amount of its development staff on consulting
projects during the next year as it strives to achieve more revenues and IFE
development requirements will be reduced due to the sale of the IFE assets.

Sales and Marketing. Primarily consists of payroll and related costs (salaries,
payroll taxes, employee health insurance and employer 401(k) contributions),
travel, various marketing efforts, promotional materials and public relations
activities. The Company expects sales and marketing costs will increase as it
continues to sell consulting projects and analyzes various product development
opportunities.

General and Administrative. Primarily consists of payroll and related costs
(salaries, payroll taxes, employee health insurance and employer 401(k)
contributions), legal fees, travel costs, facilities-related expenses, bad debt
expense, depreciation and other administrative costs. The Company expects that
general and administrative expense will increase in the future as a result of
the anticipated growth in business.

Results of Operations

Since inception, the Company has been engaged primarily in the business of
developing and licensing software products and providing engineering and
software and software consulting services. In an effort to increase revenues as
the Company attempts to reduce its operating losses, the Company has increased
the amount of consulting services it performs and has utilized more of its
product development personnel to perform these services. During the three months
ended December 31, 2001 the Company was not able to meet its obligations to make
payroll on several occasions and has delayed paying vendors. In an effort to
improve its liquidity, the Company has increased its consulting activities and
sold its IFE assets on November 26, 2001. The Company used the initial proceeds
from this transaction to become current on its payroll obligations and become
more current on its vendor obligations. See additional comments in "Liquidity
and Capital Resources". Accordingly, historical results of operations are not
indicative of and should not be relied upon as an indicator of future
performance.

Three Months Ended December 31, 2001 and 2000

Revenues

Total revenues increased 88% to $476,000 for the quarter ended December 31,
2001, compared to $253,000 for the quarter ended December 31, 2000. The increase
was related primarily to an increase in software and engineering consulting
services. Consulting services represented 80% and 81% of revenues for the
quarters ended December 31, 2001 and 2000, respectively. During the quarter
ended December 31, 2001, transactions with Rockwell, Microsoft and Delta
accounted for 44%, 35% and 12%, respectively, of the Company's total revenues.


                                       10
<PAGE>

Cost of Revenue

Cost of revenue increased 130% to $237,000 for the quarter ended December 31,
2001, compared to $103,000 for the quarter ended December 31, 2000. The increase
was related to more work performed on consulting projects.

Gross Profit

Gross profit decreased as a percentage of revenue to 50% for the quarter ended
December 31, 2001, compared to 59% for the quarter ended December 31, 2000. This
decrease is mainly due to the Company's continued refinement of its allocation
methods to consulting projects as well as some new fixed contracts entered into
during the quarter.

Research and Development

Research and development expense decreased 56% to $115,000 for the quarter ended
December 31, 2001, compared to $262,000 for the quarter ended December 31, 2000.
The decrease was related to the Company's continued focus on consulting services
and the decrease in the number of employees working on product development.

Sales and Marketing

Sales and marketing expense decreased 61% to $57,000 for the quarter ended
December 31, 2001, compared to $145,000 for the quarter ended December 31, 2000.
The decrease was related to the reduction of sales and marketing staff and
expenditures in an effort to streamline the Company's marketing efforts and
reduce expenses.

General and Administrative

General and administrative expense increased 3% to $163,000 for the quarter
ended December 31, 2001, compared to $159,000 for the quarter ended December 31,
2000. This small increase was due to costs and expenses needed to support the
Company's ongoing operations.

Interest Expense

Interest expense was approximately the same amount of $7,000 for the quarters
ended December 31, 2001 and 2000.

Gain on Sale and License of IFE Assets

Gain on sale and license of IFE assets represents the initial $300,000 payment
under the terms of the agreement. Additional amounts to be received will be
recorded as license revenue.


                                       11
<PAGE>

Liquidity and Capital Resources

Since its inception, the Company has experienced losses from operations and
negative cash flows. At December 31, 2001, the Company had an accumulated
deficit of $1,997,000 and a stockholders' deficit of $604,000. The Company has
not been able to pay its obligations as they became due. During the three months
ended December 31, 2001, the Company was not able to meet its obligations to
make payroll on several occasions and has delayed paying vendors.

At its inception on February 28, 2000, (the date of filing of a Certificate of
Merger with the Nevada Secretary of State), the Company merged with ISES
Corporation with the Company as the surviving corporation. The merger was
arranged for the Company by Investment Capital Corporation and Pursuit Capital
LLC, venture capital firms located in Scottsdale, Arizona in accordance with
understandings these entities reached with ISES Corporation to raise capital in
private transactions. According to their agreement, these entities were to raise
$2,000,000 to fund the Company's post-merger research and development, marketing
and overall expansion. Pursuant to and in consideration of this arrangement and
the identification of the potential merger as an investment opportunity, the
Company issued 2,200,000 shares of its $.001 par value per share common stock to
these entities and/or their designees. During the fiscal quarter ended March 31,
2000 these entities conducted a private placement on behalf of the Company and
raised $760,000, the proceeds of which have been given to the Company. For these
funds, the Company issued an additional 760,000 shares of its $.001 per share
common stock. These entities are obligated to provide the Company with an
additional $2,000,000 in equity (without further issuance of equity securities
by the Company) of which $615,650 was received through December 31, 2001,
leaving a balance of $1,384,350 to be provided by these entities. None of such
shares of common stock was or will be registered under the Securities Act of
1933, as amended. 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 December 31,
2001, 1,097,000 shares have been surrendered by those entities in lieu of
additional capital contributions. The Company has not taken action to either
establish these shares as treasury stock or to cancel them and return them to
authorized but unissued shares. Accordingly, the shares are outstanding in the
names of the original owners on the Company's stock records. The Company plans
to cancel these shares and return them to authorized but unissued shares.

As a result of the unfunded commitment, the Company entered into a $200,000 line
of credit with a bank on November 10, 2000, which is guaranteed by a
stockholder. The Company renewed this line of credit on January 29, 2002 through
February 10, 2003.

Due to continued losses from operations during the three months ended December
31, 2001, the Company was not able to meet it obligations to make payroll on
several occasions and has delayed paying vendors. In an effort to improve its
liquidity, the Company has increased its consulting activities, reduced its work
force by three employees and sold its IFE assets.

On November 26, 2001 the Company entered into an Amended and Substituted Asset
Purchase Agreement with Inflight Digital Limited, a company incorporated under
the laws of England and Wales ("Buyer") which superceded a previous agreement
between the parties dated September 6, 2001. The Company used the initial
proceeds from this transaction to become current on its payroll obligations and
become more current on its vendor obligations. Terms of the IFE sale include a
total purchase price for the sale and license of the IFE assets of $300,000 plus
(i) fifty percent (50%) of all revenue received by Buyer from certain existing
customers for a period of three (3) years after the closing; (ii) twenty-five
percent (25%) of all revenues received by Buyer under certain new business
generated by Buyer; (iii) an amount not to exceed $100,000 of


                                       12
<PAGE>

the existing contract with British Airways as assigned to Buyer plus fifty
percent (50%) of all revenue received by Buyer from British Airways during the
three (3) years after closing; and (iv) $75,000 upon receipt of the consent of
Air France that it will expand the number of aircraft using the software and
fifty percent (50%) of the revenues received from Air France during the three
(3) years after closing.

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 consulting revenues, in an effort to generate positive cash flow. The
Company has been able to increase revenues, but has not been able to generate
profitable operations. Due to the continued losses and the inability to pay its
debts as they come due, the Company is currently analyzing its costs and
expenses in an effort to achieve profitability. Also, the Company continues to
seek and investigate potential transactions that may generate cash; however,
there are no assurances that any such transactions will be identified or
successfully closed.

Since incorporation, ISES (the Company's predecessor in interest pursuant to the
merger) and the Company after the merger, have experienced various levels of
losses and negative cash flow from operations and notwithstanding the merger,
expects to experience negative cash flows in the foreseeable future, without a
significant reduction in costs and expenses or increase in revenues. In
addition, the Company needs to raise additional capital to begin product
development efforts 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:

Additional Funding Needed

The Company needs additional funding to pay its obligations as they come due,
further develop or enhance its products, and take advantage of future
opportunities or respond to competitive pressures or unanticipated requirements.

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

On November 26, 2001 the Company entered into an Amended and Substituted Asset
Purchase Agreement ("Agreement") with Inflight Digital Limited, a company
incorporated under the laws of England and Wales ("Buyer") which superceded an
earlier Asset Purchase Agreement between the parties dated September 6, 2001.
Pursuant to the Agreement, the Company agreed to sell to the Buyer all of
Company's IFE assets. The IFE assets include all of the Company's rights and
obligations under its contracts with airline operators for the licensing of IFE
products and services, the Company's rights and obligations under license and


                                       13
<PAGE>

distribution agreements relating to its IFE business, Company's files, books and
records relating to its IFE assets and other tangible property and physical
assets used by the Company solely in connection with IFE business. The Company
also granted Buyer a perpetual, royalty free, exclusive worldwide license for
IFE business. Terms include a total purchase price for the sale and license of
the IFE assets of $300,000 plus (i) fifty percent (50%) of all revenue received
by Buyer from certain existing customers for a period of three (3) years after
the closing; (ii) twenty-five percent (25%) of all revenues received by Buyer
under certain new business generated by Buyer; (iii) an amount not to exceed
$100,000 of the existing contract with British Airways as assigned to Buyer plus
fifty percent (50%) of all revenue received by Buyer from British Airways during
the three (3) years after closing; and (iv) $75,000 upon receipt of the consent
of Air France that it will expand the number of aircraft using the software and
fifty percent (50%) of the revenues received from Air France during the three
(3) years after closing. In November 2001, the Company received $300,000 as a
result of this transaction, which was recorded as a gain on sale. Additional
amounts to be received will be recorded as license fees. The Company's fees
related to this Agreement for the quarters ended December, 2001 and 2000 were
$85,834 and $33,200, respectively. Had the transaction occurred at the beginning
of the quarters ended September 30, 2001 and 2000, license fee revenues would
have approximated $50,000 and $16,000, respectively. The Company's operating
expenses will not be reduced as a result of this transaction.

The Company Expects to Incur Operating and Net Losses

The Company has a limited operating history, has incurred significant losses in
the past year and, at December 31, 2001, had an accumulated deficit of
$1,997,000 and a stockholders' deficit of $604,000. To date, the Company has
recognized growing revenue, however; its ability to generate revenue is subject
to substantial uncertainty and it has been unable to generate profitable
operations. The Company 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 and there are no assurances this revenue level can be
obtained. Even if profitability and positive operating cash flow are achieved,
the Company may not be able to achieve, sustain or increase profitability or
positive operating cash flow on a quarterly or annual basis.

Dependence on Key Customers

The Company's revenue is dependent on consulting services performed for 3 key
customers. For the three months ended December 31, 2001, 91 % of the Company's
revenue was generated from three customers. Due to the sale of the IFE assets,
the Company will become more dependent on these customers.

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

The Company's business and prospects depend on the development and market
acceptance of interactive television. The market for interactive television
software is new, unproven and subject to rapid technology change. This market
may never develop or may develop at a slower rate than anticipated. In addition,
the Company's success in marketing the Company as a supplier of interactive
television application software is dependent upon developing and maintaining
relationships with industry-leading computer and consumer electronics
manufacturers, network operators and Internet content providers. There is
already competition in the market to provide interactive television software.
Companies such as Liberate, Intellocity, Microsoft, and AOL have established a
market presence and have significantly greater financial, marketing and
technical resources than the Company. These companies who offer interactive
television application software may capture a larger portion of the market than
the Company. Any failure to establish relationships


                                       14
<PAGE>

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 Targeted by the Company

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

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

The market for interactive television systems is competitive. Companies that
offer competing software applications and services for interactive television
include Liberate, Intellocity, Microsoft, AOL and others. These entities each
have a larger customer base, a greater number of applications, and greater brand
recognition, market presence and financial, marketing and distribution resources
than the Company. As a result, the Company will have difficulty increasing the
number of design "wins" for its products and services.

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

The Company currently participates in markets that are subject to:

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

Volatility of Stock Price

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


                                       15
<PAGE>

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 $2,000,000 in equity (without further issuance of equity securities
by the Company) of which $615,650 was received through December 31, 2001 leaving
a balance of $1,384,350 to be provided by these entities. None of such shares of
common stock 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 December 31, 2001, 1,097,000 shares
have been surrendered by those entities in lieu of additional capital
contributions. The Company has not taken action to either establish these shares
as treasury stock or to cancel them and return them to authorized but unissued
shares. Accordingly, the shares are outstanding in the names of the original
owners on the Company's stock records. The Company plans to cancel these shares
and return them to authorized but unissued shares.

ITEM 3:   DEFAULTS UPON SENIOR SECURITIES

The Company has a $200,000 line of credit with a bank, which matured on November
10, 2001 at which time the Company was unable to repay the amounts due
thereunder. The line was renewed on January 29, 2002.

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

None.


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<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:

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

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

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

                     10.1   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)

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

                     10.8   License and Distribution Agreement dated October 1,
                            1999 pursuant to which ISES Corporation appoints
                            Licensee-Rockwell Collins, Inc. and End User-Air
                            France (Incorporated by reference to the Company's
                            10-QSB for the period ended March 31, 2000)

                     10.12  First Amendment to SNAP2 Corporation Stock Option
                            Plan (Amending Stock Option Plan previously filed as
                            Exhibit 10.12 to the Company's 10-QSB for the period
                            ended June 30, 2000)

                     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)


                                       17
<PAGE>

                     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)

                     10.19  In-Flight Entertainment Software License Agreement
                            for British Airways dated as of April 16, 2001
                            (Incorporated by reference to the Company's 10-QSB
                            for the period ended June 30, 2001)

                     10.20  In-Flight Entertainment Software License Agreement
                            for Qantas Airways dated as of May 1, 2001
                            (Incorporated by reference to the Company's 10-KSB
                            for the fiscal year ended September 30, 2001)

                     10.21  Master Consulting Agreement effective as of August
                            1, 2001 as amended effective as of August 1, 2001,
                            together with related Work Plans, between SNAP2
                            Corporation and Microsoft Corporation (Incorporated
                            by reference to the Company's 10-KSB for the fiscal
                            year ended September 30, 2001)

                     10.22  In-Flight Entertainment Software License Agreement
                            for TAM Linhas Aereas S.A. dated as of August 30,
                            2001 (Incorporated by reference to the Company's
                            10-KSB for the fiscal year ended September 30, 2001)

                     *10.23 Support Services Agreement No. 4500601442 with
                            Rockwell Collins dated November 2, 2001 together
                            with related Statement of Work

                     *10.24 Support Services Agreement No. 4500601445 with
                            Rockwell Collins, dated November 7, 2001 together
                            with related Statement of Work

                     *10.25 Support Services Agreement No. 4500549310 with
                            Rockwell Collins dated December 6, 2001 together
                            with related Statement of Work

                     *Filed herewith

              (b)    Report on Form 8-K:

                         On September 21, 2001, the Company filed a Current
                    Report on Form 8-K with respect to an event which occurred
                    on September 6, 2001. On September 6, 2001, the Company had
                    entered into an Asset Purchase Agreement with Inflight
                    Digital Ltd., a company incorporated under the laws of
                    England and Wales. The Agreement provided for the purchase
                    by and license to the Buyer of the IFE assets of the
                    Company.

                         The terrorist' attacks on September 11, 2001 in the
                    United States, however, rendered the parties unable to
                    consummate the transaction contemplated by that Agreement.


                                       18
<PAGE>

                         Subsequently, the parties entered into an Amended and
                    Substituted Asset Purchase Agreement on November 26, 2001
                    and an Amendment to Current Report on Form 8-K reflecting
                    the revised transaction was filed with the Securities and
                    Exchange Commission on December 10, 2001.

                         The Form 8-K (and the Amendment No. 1 to Form 8-K)
                    included a copy of the relevant acquisition agreement
                    together with certain pro forma financial information
                    reflecting the effect on the Company of the disposition of
                    the IFE assets.


                                       19
<PAGE>

                                   SIGNATURES

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


                                        SNAP2 CORPORATION


Date: February 14, 2002                By: /s/ Dean R. Grewell
                                           -------------------------------
                                           Dean R. Grewell, III, President


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