SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark one)

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

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

                         For Period ended June 30, 2002
                         Commission File Number 0-26839

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

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

                    10641 JUSTIN DRIVE, URBANDALE, IOWA 50322
               (Address of Principal Executive Offices) (Zip Code)

                                 (515) 331-0560
              (Registrant's telephone number, including area code)

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

                           Yes |X|            No |_|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date.

As of June 30, 2002, the registrant had 27,856,000 shares of common stock, $.001
par value, issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

PART I   FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

SNAP2 Corporation
Balance Sheets
June 30, 2002 and September 30, 2001
<TABLE>
<CAPTION>
                                                          (Unaudited)
                                                           June 30,     September 30,
                                                             2002            2001
                                                          -----------    -----------
<S>                                                       <C>            <C>
Assets
Cash                                                      $    39,497    $    10,792
Accounts receivable                                           259,204        143,794
                                                          -----------    -----------
         Total current assets                                 298,701        154,586

Equipment, net of accumulated depreciation                     41,763         55,580

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

            Total assets                                  $   340,764    $   210,466
                                                          ===========    ===========

Liabilities and Stockholders' Deficit
Line of credit                                            $   200,000    $   200,000
Current portion of long-term debt                             109,000         66,000
Accounts payable                                              126,984        205,312
Accrued payroll and related liabilities                       231,821        310,358
Accrued royalty                                                27,250         12,750
Accrued interest payable                                       20,864         14,209
Deferred income                                               119,708         46,809
                                                          -----------    -----------
         Total current liabilities                            835,627        855,438

Long-term debt                                                115,615        158,615
                                                          -----------    -----------
         Total liabilities                                    951,242      1,014,053

Stockholders' deficit:
     Common stock - $0.001 par value;
     50,000,000 shares authorized; 27,856,000
     and 17,856,000 shares issued and
     outstanding at June 30, 2002 and
     September 30, 2001, respectively                          27,856         17,856

     Convertible preferred stock - $0.001
     par value; 20,000,000 shares
     authorized; 0 and 10,000 shares issued and
     outstanding at June 30, 2002 and
     September 30, 2001, respectively                              --             10
     Additional paid-in capital                             1,448,681      1,417,528
     Accumulated deficit                                   (2,024,338)    (2,192,581)
     Unearned compensation                                    (62,677)       (46,400)
                                                          -----------    -----------
         Total stockholders' deficit                         (610,478)      (803,587)
                                                          -----------    -----------

            Total liabilities and stockholders' deficit   $   340,764    $   210,466
                                                          ===========    ===========
</TABLE>


                                       2
<PAGE>

SNAP2 Corporation
Statements of Operations (Unaudited)
For the Three and Nine Months Ended
June 30, 2002 and 2001
<TABLE>
<CAPTION>
                                                  Three Months Ended               Nine Months Ended
                                                       June 30,                        June 30,
                                             ----------------------------     ---------------------------

                                                 2002            2001            2002            2001
                                             ------------------------------------------------------------
Revenue
<S>                                          <C>             <C>             <C>             <C>
    License fees                             $     15,750    $    161,059    $    206,077    $    417,894
    Consulting                                    351,856         343,196       1,273,361         946,617
    Maintenance                                    19,440          11,875          35,690          40,593
                                             ------------------------------------------------------------
      Total revenue                               387,046         516,130       1,515,128       1,405,104

Cost of Revenue                                   254,318         154,972         799,104         439,713

                                             ------------------------------------------------------------
Gross Profit                                      132,728         361,158         716,024         965,391

Expenses
    Research and development                       45,843         209,722         223,698         670,023
    Sales and marketing                            32,860         166,006         150,315         485,368
    General and administrative                    125,105         131,552         440,754         470,782
                                             ------------------------------------------------------------
      Total operating expenses                    203,808         507,280         814,767       1,626,173
                                             ------------------------------------------------------------
        Loss from operations                      (71,080)       (146,122)        (98,743)       (660,782)
    Interest expense                              (15,656)        (14,595)        (33,012)        (31,225)
    Gain on sale and license of IFE assets             --              --         300,000              --
                                             ------------------------------------------------------------
        Net income (loss)                    $    (86,736)   $   (160,717)   $    168,245    $   (692,007)
                                             ============    ============    ============    ============

Net income (loss) per share -
    Basic                                    $       0.00    $      (0.01)   $       0.01    $      (0.04)
                                             ============    ============    ============    ============
    Diluted                                  $       0.00    $      (0.01)   $       0.01    $      (0.04)
                                             ============    ============    ============    ============

Weighted average shares outstanding -
    Basic                                      27,856,000      17,856,000      22,361,495      17,856,000
                                             ============    ============    ============    ============
    Diluted                                    27,856,000      17,856,000      27,856,000      17,856,000
                                             ============    ============    ============    ============
</TABLE>


                                       3
<PAGE>

SNAP2 Corporation
Statements of Cash Flows (Unaudited)
For the Nine Months Ended June 30, 2002 and 2001

<TABLE>
<CAPTION>
                                                                    2002          2001
                                                                  ---------    ---------
<S>                                                               <C>          <C>
Cash flows from operating activities
     Net income (loss)                                            $ 168,245    $(692,007)
     Adjustments to reconcile net income (loss) to net cash
       provided by (used in) operating activities:
         Depreciation                                                16,895       18,045
         Amortization of unearned compensation                        7,204           --
         Changes in:
            Accounts receivable                                    (115,411)    (148,411)
            Accounts payable and accrued expenses                  (118,048)     344,069
            Deferred income                                          72,899       91,775
                                                                  ---------    ---------
            Net cash provided by (used in) operating activities      31,784     (386,529)

Cash flows from investing activities
     Purchases of equipment                                          (3,079)      (3,866)
     Other assets                                                        --        1,610
                                                                  ---------    ---------
            Net cash used in investing activities
                                                                     (3,079)      (2,256)

Cash flows from financing activities
     Proceeds from line of credit                                        --      200,000
     Additional paid-in capital from investors                           --      188,790
                                                                  ---------    ---------
            Net cash provided by financing activities                    --      388,790
                                                                  ---------    ---------

Increase in cash                                                     28,705            5

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

Cash at end of period                                             $  39,497    $  18,961
                                                                  =========    =========

Supplemental disclosure:
    Cash paid for interest                                        $  11,858    $   9,817
                                                                  =========    =========

Non-cash financing activities:
    Payment of accounts payable through grant of common stock     $  17,663    $       0
                                                                  =========    =========
</TABLE>


                                       4
<PAGE>

                                SNAP2 Corporation
                          Notes to Financial Statements
           For the Three and Nine Months Ended June 30, 2002 and 2001
                                   (Unaudited)

1.    BASIS OF PRESENTATION

      These unaudited financial statements were prepared in accordance with
      instructions for Form 10-QSB and therefore, do not include all disclosures
      necessary for a complete presentation of the statements of financial
      condition, operations and cash flows in accordance with accounting
      principles generally 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.

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

2.    REVENUE RECOGNITION

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

3.    EARNINGS PER SHARE

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

      Diluted earnings per share are computed by considering the
      weighted-average common shares outstanding (plus shares committed to be
      issued) and dilutive potential common shares as a result of outstanding
      stock options. The effect of previously convertible preferred stock and
      outstanding stock options was not used in the calculation of diluted
      earnings per share for the three month period ended June 30, 2002, and the
      three and nine month periods ended June 30, 2001, as they were
      anti-dilutive during these periods.

4.    STOCK OPTIONS

      On March 29, 2002, the Company re-priced 1,612,500 employee stock options
      at $0.272 per share. These options were issued below fair value and
      $13,400 was recorded as unearned compensation.


                                       5
<PAGE>

      These options will be exercisable at 75% at March 29, 2003 and 25% at
      March 29, 2004. These options are subject to variable pricing accounting
      rules, which will result in increased compensation expense if the
      Company's stock price increases.

      On March 31, 2002, the Company issued employee stock options for 1,260,000
      shares of common stock at $0.272 per share which was below fair value and
      $10,080 was recorded as unearned compensation. 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 3,157,500 shares of common stock at June 30, 2002.

5.    LINE OF CREDIT AND LONG-TERM DEBT

      On June 20, 1999, the Company entered into a promissory note with a
      related party of the Company's president whereby $135,000 was borrowed by
      the Company. The note bears an interest rate of 9% per annum on the unpaid
      principal balance. Under the terms of the note, principal payments of
      $10,385 along with interest are due in quarterly installments beginning
      July 1, 2001. The Company has not paid the $41,540 due under this note, as
      well as the accrued interest, since October 1, 2000. Principal payments
      have not been accelerated under this note by the noteholder.

      On August 17, 1999, the Company entered an agreement with the Iowa
      Department of Economic Development ("IDED") whereby the Company received
      $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. Based on the royalty rate and prior
      year revenue, approximately $38,000 was due under this agreement at June
      30, 2002.

      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 June 30, 2002, $200,000
      was outstanding under the agreement. The line of credit matures on
      February 10, 2003.

6.    GAIN ON SALE AND LICENSE OF IFE ASSETS

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


                                       6
<PAGE>

      closing; (ii) twenty-five percent (25%) of all revenues received by Buyer
      under certain new business generated by Buyer; (iii) an amount not to
      exceed $100,000 of the existing contract with British Airways as assigned
      to Buyer plus fifty percent (50%) of all revenue received by Buyer from
      British Airways during the three (3) years after closing; and (iv) $75,000
      upon receipt of the consent of Air France that it will expand the number
      of aircraft using the software and fifty percent (50%) of the revenues
      received from Air France during the three (3) years after closing. In
      November 2001, the Company received $300,000 as a result of this
      transaction, which was recorded as a gain on sale. Additional amounts to
      be received will be recorded as license fees. Air France has indicated its
      intention to terminate the existing contract and utilize the services and
      products of another vendor; however, Air France continues to use the IFE
      products on a month to month basis and, accordingly, pays the Company
      monthly during this transition period. The Company and the Buyer have
      agreed that the Company may retain proceeds from the Air France contract
      prior to its termination. The Company recognized revenue of $19,375 and
      $92,000 for the three and nine months ended June 30, 2002, respectively,
      from Air France. This revenue consisted of $19,375 in maintenance fees for
      the three months ended June 30, 2002 and $60,750 in license fees and
      $31,250 in maintenance fees for the nine months ended June 30, 2002. It is
      unlikely that the Company will receive substantial additional revenues
      resulting from this customer. In addition to the revenue from Air France
      described above, the Company recognized license revenue under this
      agreement of $0 and $21,259 for the three and nine months ended June 30,
      2002, respectively.

      British Airways has indicated its intent to install the IFE products on
      certain of its aircraft. Based on the terms of the above agreement, the
      Company has assigned this contract to the Buyer and has invoiced the Buyer
      the upfront fee of $100,000, which is included in accounts receivable at
      June 30, 2002. This upfront fee has been recorded as deferred revenue
      since some of, or the entire fee, may be refunded to Buyer if British
      Airways does not install or de-installs the IFE products.

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

Forward-Looking Statements

The discussion in this Report on Form 10-QSB contains forward-looking statements
that have been made pursuant to the provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on
current expectations, estimates and projections about the Company's business,
based on management's current beliefs and assumptions made by management. Words
such as "expects", "anticipates", "intends", "believes", "plans", "seeks",
"estimates" and similar expressions or variations of these words are intended to
identify such forward-looking statements. Additionally, statements that refer to
the Company's estimated or anticipated future results, sales or marketing
strategies, new product development or performance or other non-historical facts
are forward-looking and reflect the Company's current perspective based on
existing information. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual results and outcomes may differ
materially from what is expressed or forecasted in any such forward-looking
statements. Such risks and uncertainties include those set forth herein below
under "Risk Factors That May Affect Future Results of Operations" as well as
previous public filings with the Securities and Exchange Commission. The
discussion of the Company's financial condition and results of operations should
also be read in conjunction with the financial statements and related notes
included in Item 1 of this quarterly report. The Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.


                                       7
<PAGE>

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 and
            subsequently selling these assets.

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

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

The Company has focused on providing consulting services and has significantly
reduced its development of software to the STB industry as well as exploring
emerging markets for embedded software technologies in an effort to reduce its
operating loss. The Company will pursue additional product opportunities in
these markets as resources become available, however, there are no assurances
additional resources will become available.


                                       8
<PAGE>

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

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

      Antony Hoffman (41) -- Vice President of Research and Development

      Mark Malinak (41) -- Vice President of Sales

Both Antony Hoffman and Mark Malinak have taken unpaid leaves of absences from
the Company which began June 15, 2002, until September 2002, as the Company
continues to implement measures to reduce its operating loss. The Company will
assess its operations in September 2002 to determine the future employment of
these officers. The Company is continuing to pay benefits of Mr. Hoffman and Mr.
Malinak through September 2002, and these employees continue to maintain their
rights in stock options that have been granted to them.

The Company's directors are Messrs. Grewell, Stephen Dukes (48), Mike Hennel
(43) and Sheldon Ohringer (45). Messrs. Hoffman and Malinak have resigned their
positions on the board.

Operations. The Company operates from its headquarters located at 10641 Justin
Drive, Des Moines, Iowa 50322. In addition to its office in Des Moines, the
Company also has a sales office in Austin, Texas. This Texas office is the home
of Mr. Malinak. As stated above, Mr. Malinak is not being paid, but the Company
has made available to him a commission plan under which he would receive up to
thirty percent (30%) of amounts collected from sales made during the period
through September 2002.

Products. Prior to the sale of the IFE assets, the Company marketed software
applications for the IFE and interactive television markets. See Note 6 for
detailed description of the sale of IFE assets. Due to continued operating
losses, the Company has discontinued most of its research and development
efforts related to products in the STB and embedded software industries.

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

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

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


                                       9
<PAGE>

Revenues. Through June 30, 2002, the Company's revenues were derived from
software and engineering consulting services provided to interactive television
equipment manufacturers and technology providers and license fees 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 primarily relate to amounts received from the sale of
the IFE assets, as described in the Agreement.

Maintenance fees primarily resulted from the extension of the Air France
contract as discussed in Note 6 to the financial statements.

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

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

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

Research and Development. Primarily consists of payroll and related costs
(salaries, payroll taxes, employee health insurance and employer 401(k)
contributions) of engineering and software development staff, as well as amounts
paid to independent development consultants to develop software and graphic arts
owned and utilized by the Company. During the three and nine months ended June
30, 2002, 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. During the three months ended
June 30, 2002, the Company reduced its research and development and consulting
staff from 16 employees to 9 employees, in an effort to reduce its operating
loss. The laid off employees are not being paid through September 2002, but the
Company continues to pay their benefits. The Company will assess the future
employment of these employees in September 2002 based on business conditions at
that time.

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. During the three months ended June 30, 2002, the Company put its VP
of Sales on unpaid leave, as described above, in an effort to reduce its
operating loss. The Company's CEO has assumed this sales function. The Company
will assess the future employment of this employee in September 2002 based on
business conditions at that time. The Company has made a commission plan
available to this employee under which he would receive up to thirty percent
(30%) of amounts collected from sales made during the period through September
2002.


                                       10
<PAGE>

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. During the three months
ended June 30, 2002, the Company reduced the hours of its office manager in an
effort to reduce its operating loss.

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 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 nine months ended June 30, 2002,
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 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. Recently, the
Company reduced its workforce by 8 employees in an effort to reduce its
operating loss. 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 June 30, 2002 and 2001

Revenues

Total revenues decreased 25% to $387,000 for the quarter ended June 30, 2002,
compared to $516,000 for the quarter ended June 30, 2001. The decrease was
related primarily to a decrease in license fee revenue. Consulting services
represented 91% and 66% of revenues for the quarters ended June 30, 2002 and
2001, respectively. During the quarter ended June 30, 2002, transactions with
Microsoft and Rockwell accounted for 50% and 41%, respectively, of the Company's
total revenues.

Cost of Revenue

Cost of revenue increased 64% to $254,000 for the quarter ended June 30, 2002,
compared to $155,000 for the quarter ended June 30, 2001. The increase was
related to the continued use of research and development personnel on consulting
projects.

Gross Profit

Gross profit decreased as a percentage of revenue to 34% for the quarter ended
June 30, 2002, compared to 70% for the quarter ended June 30, 2001. This
decrease is mainly due to the increased focus on consulting projects, which have
lower margins than IFE license fees. The decrease in gross profit percent is
also due to pricing pressures on these projects.

Research and Development

Research and development expense decreased 78% to $46,000 for the quarter ended
June 30, 2002, compared to $210,000 for the quarter ended June 30, 2001. 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.


                                       11
<PAGE>

Sales and Marketing

Sales and marketing expense decreased 80% to $33,000 for the quarter ended June
30, 2002, compared to $166,000 for the quarter ended June 30, 2001. 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 decreased 5% to $125,000 for the quarter
ended June 30, 2002, compared to $132,000 for the quarter ended June 30, 2001.
This decrease was not significant.

Interest Expense

Interest expense was approximately $16,000 for the quarter ended June 30, 2002,
compared to $15,000 for the quarter ended June 30, 2001.

Nine Months Ended June 30, 2002 and 2001

Revenues

Total revenues increased 8% to $1,515,000 for the nine months ended June 30,
2002, compared to $1,405,000 for the nine months ended June 30, 2001. The
increase was related primarily to an increase in software and engineering
consulting services. Consulting services represented 84% and 67% of revenues for
the nine months ended June 30, 2002 and 2001, respectively. During the nine
months ended June 30, 2002, transactions with Rockwell and Microsoft accounted
for 47% and 37%, respectively, of the Company's total revenues.

Cost of Revenue

Cost of revenue increased 82% to $799,000 for the nine months ended June 30,
2002, compared to $440,000 for the nine months ended June 30, 2001. The increase
was related to the increase in consulting revenue.

Gross Profit

Gross profit decreased as a percentage of revenue to 47% for the nine months
ended June 30, 2002, compared to 69% for the nine months ended June 30, 2001.
This decrease is mainly due to the increased focus on consulting projects, which
have lower margins than the IFE license fees and due to continued pricing
pressures related to consulting projects.

Research and Development

Research and development expense decreased 67% to $224,000 for the nine months
ended June 30, 2002, compared to $670,000 for the nine months ended June 30,
2001. 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.


                                       12
<PAGE>

Sales and Marketing

Sales and marketing expense decreased 69% to $150,000 for the nine months ended
June 30, 2002, compared to $485,000 for the nine months ended June 30, 2001. 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 decreased 6% to $441,000 for the nine months
ended June 30, 2002, compared to $471,000 for the nine months ended June 30,
2001. This decrease was not significant.

Interest Expense

Interest expense was approximately $33,000 for the nine months ended June 30,
2002 compared to $31,000 for the nine months ended June 30, 2001.

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.

Liquidity and Capital Resources

At June 30, 2002, the Company had cash of $39,000, accounts receivable of
$259,000 and current liabilities of $836,000. Of the current liabilities, the
Company is not paying the line of credit, current portion of long-term debt,
accrued commissions (the largest portion of accrued payroll), accrued royalty
and accrued interest expense. In order to continue as a going concern, the
Company must continue to defer payment of its current liabilities and continue
delaying payment to vendors. The Company's current monthly payroll is about
$59,000 per month, after the recent reduction in the workforce, and the Company
anticipates existing business will be adequate to fund payroll and minimal
overhead during the next three months.

Since its inception, the Company has experienced losses from operations and
negative cash flows. At June 30, 2002, the Company had an accumulated deficit of
$2,024,000 and a stockholders' deficit of $610,000. During the nine months ended
June 30, 2002, the Company was not able to meet its obligations to make payroll
on several occasions, has delayed paying vendors, delayed making debt payments
and has not made its 401(k) match. Recently, the Company reduced its workforce
from 18 to 10 employees in an effort to reduce its operating loss. The Company
will assess its operations in September 2002 to determine if these employees
will be put back on the payroll or if additional layoffs are required. If
business conditions warrant putting these employees back on the payroll, there
are no assurances they will be available.

At its inception on February 28, 2000, (the date of filing of a Certificate of
Merger with the Nevada Secretary of State), the Company merged with ISES
Corporation with the Company as the surviving corporation. The merger was
arranged for the Company by Investment Capital Corporation and Pursuit Capital
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


                                       13
<PAGE>

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 June 30, 2002, 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 June 30, 2002, 1,097,000 shares have
been surrendered by those entities in lieu of additional capital contributions.
During the three months ended June 30, 2002, the Company transferred 187,000 of
these shares to a consultant in lieu of cash payment and has committed to
transfer an additional 120,500 shares. The Company has not taken action to
either establish the remaining shares as treasury stock or to cancel them and
return them to authorized but unissued shares. Accordingly, the remaining shares
are outstanding in the names of the original owners 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 on November 10, 2000, which is guaranteed by a
stockholder. The Company renewed this line of credit on January 29, 2002 for a
period through February 10, 2003.

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

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


                                       14
<PAGE>

Since incorporation, ISES (the Company's predecessor in interest pursuant to the
merger) and the Company after the merger, have experienced various levels of
losses and negative cash flow from operations and notwithstanding the merger,
expects to experience negative cash flows in the foreseeable future. In
addition, the Company needs to raise additional capital to meet its obligations
and to continue product development efforts, and there can be no assurance the
Company will be able to obtain additional financing on favorable terms, if at
all. If additional capital cannot be obtained on acceptable terms, if and when
needed, the Company may not be able to continue as a going concern, further
develop or enhance its products, take advantage of future opportunities or
respond to competitive pressures or unanticipated requirements, any of which
could have a material adverse effect on the Company's business.

            RISK FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS

In addition to the other risk factors contained herein and within other filings
with the Securities and Exchange Commission, the Company believes the following
additional risk factors should be taken into consideration in evaluating its
business:

Additional Funding Needed

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

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

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


                                       15
<PAGE>

substantial additional revenues resulting from this customer. British Airways
has indicated they would begin installations of the IFE product on certain of
its airplanes; however, some or all of any fees received from this contract may
be refunded if British Airways does not install or de-installs the IFE products.

The Company Expects to Incur Operating and Net Losses

The Company has a limited operating history, has incurred significant losses
and, at June 30, 2002, had an accumulated deficit of $2,024,000 and a
stockholders' deficit of $610,000. To date, the Company has recognized growing
revenue; however, its ability to generate revenue is subject to substantial
uncertainty and it has been unable to generate profitable operations. The
Company will need to generate significant revenues to achieve profitability and
positive operating cash flows, and there are no assurances this revenue level
can be obtained. Even if profitability and positive operating cash flow are
achieved, the Company may not be able to achieve, sustain or increase
profitability or positive operating cash flow on a quarterly or annual basis.

Dependence on Key Customers

The Company's revenue is dependent on consulting services performed for two (2)
key customers. For the nine months ended June 30, 2002, 84% of the Company's
revenue was generated from two customers. Due to the sale of the IFE assets, the
Company is more dependent on these customers. The Company's operations would be
adversely affected if either of these key customers do not renew their current
contracts.

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

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

The Company has Significantly Reduced Research and Development Efforts

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


                                       16
<PAGE>

The Company's Business is Dependent Upon the Successful Deployment of Digital
Set Top Boxes for Interactive Television Targeted by the Company

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

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

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

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

The Company currently participates in markets that are subject to:

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

An additional 2,200,000 shares of common stock were issued to various designees
of Investment Capital Corporation and Pursuit Capital, LLC in connection with
the merger, in exchange for the commitment of these entities to raise $2,000,000
to fund working capital needs and general corporate purposes, including, but not
limited to, expansion of sales and marketing efforts, research and development
activities, licensing of new technology and payment of additional legal and
accounting services occasioned by the merger of the Company and ISES. These
entities conducted a private placement of the Company's $.001 par value common
stock during the fiscal quarter ended March 31, 2000, and raised $760,000, in
consideration of which the Company issued an additional 760,000 shares of its
common stock. These entities are obligated to provide the Company with an
additional $2,000,000 in equity (without further issuance of equity securities
by the Company) of which $615,650 was received through June 30, 2002, leaving a
balance of $1,384,350 to be provided by these entities. None of such shares of
common stock or preferred stock was or will be registered under the Securities
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 June 30, 2002, 1,097,000 shares have
been surrendered by those entities in lieu of additional capital contributions.
During the three months ended June 30, 2002, the Company transferred 187,000 of
these shares to a consultant in lieu of cash payment and has committed to
transfer an additional 120,500 shares. The Company has not taken action to
either establish the remaining 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.

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

The Company held its Annual Meeting on March 5, 2002. As the record date for the
Annual Meeting ("Meeting") was prior to the conversion of the Company's 10,000
shares of outstanding preferred stock to


                                       18
<PAGE>

10,000,000 shares of common stock, there were 17,856,000 shares eligible to vote
of which 13,764,010 were represented in person or by proxy at the Meeting. At
the Meeting, the shareholders elected the directors identified in Item 2
"Management" above, with 13,677,810 shares voted "FOR," no shares voting
"AGAINST" and 86,200 shares abstaining. The shareholders also ratified the
selection of KPMG LLP, as the Company's independent auditors with 13,620,410
shares voted "FOR," 87,500 shares voted "AGAINST" and 56,100 shares abstaining.

ITEM 5: OTHER INFORMATION

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

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits:

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

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

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

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

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

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

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

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

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


                                       19
<PAGE>

                        (Incorporated by reference to the Company's 10-QSB for
                        the period ended December 31, 2001)

                  10.24 Support Services Agreement No. 4500601445 with Rockwell
                        Collins, dated November 7, 2001, together with related
                        Statement of Work (Incorporated by reference to the
                        Company's 10-QSB for the period ended December 31, 2001)

                  10.25 Support Services Agreement No. 4500549310 with Rockwell
                        Collins dated December 6, 2001, together with related
                        Statement of Work (Incorporated by reference to the
                        Company's 10-QSB for the period ended December 31, 2001)

                  10.26 Support Services Agreement No. 4500667599 with Rockwell
                        Collins dated February 14, 2002, together with related
                        Statement of Work. (Incorporated by reference to the
                        Company's 10-QSB for the period ended March 31, 2002)

                  *99   Certification of Financial Information

                  *Filed herewith

            (b)   Report on Form 8-K: None


                                       20
<PAGE>

                                   SIGNATURES

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

                                        SNAP2 CORPORATION


Date: August  14, 2002                  By:  /S/ Dean R. Grewell, III
                                        ----------------------------------------
                                             Dean R. Grewell, III,  President


                                       21