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, 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 June 30, 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]


                                       1
<PAGE>


PART I      FINANCIAL INFORMATION

ITEM 1:      FINANCIAL STATEMENTS

SNAP2 Corporation
 Balance Sheets

<TABLE>
<CAPTION>
                                                                   (Unaudited)      (Audited)
                                                                     June 30,     September 30,
                                                                       2001            2000
                                                                   -----------    -------------
<S>                                                                <C>             <C>
Assets
Cash and cash equivalents                                          $    18,961     $    18,956
Accounts receivable                                                    275,690         127,279
                                                                   -----------     -----------
      Total current assets                                             294,651         146,235

Equipment, net of accumulated depreciation                              62,654          76,833

Other assets                                                             3,150           4,760
                                                                   -----------     -----------
          Total assets                                             $   360,455     $   227,828
                                                                   ===========     ===========

Liabilities and Stockholders' Deficit
Accounts payable                                                   $   184,410     $    56,390
Accrued payroll and related liabilities                                226,872          36,339
Accrued royalty                                                         10,500           3,750
Accrued interest payable                                                18,766              --
Deferred income                                                        101,118           9,343
Line of credit                                                         200,000              --
Current portion of long-term debt                                       41,538          21,445
                                                                   -----------     -----------
        Total current liabilities                                      783,204         127,267

Long-term debt                                                         183,077         203,170
                                                                   -----------     -----------
        Total liabilities                                              966,281         330,437

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.  See note 2                                        10              10
   Additional paid-in capital                                        1,377,648       1,188,858
   Accumulated deficit                                              (1,983,690)     (1,291,683)
   Unearned compensation                                               (17,650)        (17,650)
                                                                   -----------     -----------
   Total stockholders' deficit                                        (605,826)       (102,609)
                                                                   -----------     -----------
   Total liabilities and stockholders' deficit                     $   360,455     $   227,828
                                                                   ===========     ===========
</TABLE>

                                       2
<PAGE>


SNAP2 Corporation
Statements of Operations (Unaudited)
For the Three Months Ended June 30, 2001 and 2000
and for the Nine Months Ended June 30, 2001 and 2000

<TABLE>
<CAPTION>
                                              Three Months Ended                Nine Months Ended
                                                   June 30,                         June 30,
                                         -----------------------------     -----------------------------
                                             2001             2000             2001             2000
                                         ------------     ------------     ------------     ------------
<S>                                     <C>              <C>              <C>              <C>
Revenue
  License fees                           $    161,059     $     80,562     $    417,894     $    287,560
  Consulting                                  343,196          150,349          946,617          382,290
  Maintenance                                  11,875            3,910           40,593            3,910
                                         ------------     ------------     ------------     ------------
    Total revenue                             516,130          234,821        1,405,104          673,760
                                         ------------     ------------     ------------     ------------
Expenses
  Payroll                                     471,731          236,769        1,281,561          538,970
  Payroll Taxes                                30,070           16,190           85,417           40,419
  Employee health insurance                    14,346            6,524           52,159           25,256
  Employer 401(k) contribution                  8,991               --           39,191               --
  Software development and consulting          41,101           88,397          169,101          270,314
  Administration                               69,361           48,515          252,221           84,306
  Interest                                     14,595            3,038           31,226           13,361
  Travel                                       11,556           26,086           88,689           72,675
  Marketing                                    (1,751)             244           15,533            7,080
  Miscellaneous                                    65              725           19,896            2,545
  Equipment and office rent                    10,632           15,950           44,072           28,639
  Depreciation                                  6,150            5,490           18,045            8,490
                                         ------------     ------------     ------------     ------------
    Total expenses                            676,847          447,928        2,097,111        1,092,055
                                         ------------     ------------     ------------     ------------
     Loss before
      income taxes                           (160,717)        (213,107)        (692,007)        (418,295)

Income taxes                                       --               --               --               --
                                         ------------     ------------     ------------     ------------
     Net loss                            $   (160,717)    $   (213,107)    $   (692,007)    $   (418,295)
                                         ============     ============     ============     ============


Loss per share
  Basic and diluted loss per share       $      (0.01)    $      (0.01)    $      (0.04)    $      (0.03)
                                         ============     ============     ============     ============
  Weighted average shares                  17,856,000       17,856,000       17,856,000       13,421,489
                                         ============     ============     ============     ============
</TABLE>


                                       3
<PAGE>

SNAP2 Corporation
Statements of Cash Flows (Unaudited)
For the Nine Months Ended June 30, 2001 and 2000

                                                        2001          2000
                                                     ----------    ----------
Cash flows from operating activities
  Net loss                                           $ (692,007)   $ (418,295)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
      Depreciation                                       18,045         8,490
      Deferred income                                    91,775        13,734
      Changes in:
         Accounts receivable, trade                    (148,411)      (78,328)

         Accounts payable and accrued expenses          344,069      (136,768)
                                                     ----------    ----------
         Net cash used by operating activities         (386,529)     (611,167)

Cash flows from investing activities
  Purchases of equipment                                 (3,866)      (39,369)
  Other assets                                            1,610       (36,123)
                                                     ----------    ----------
         Net cash used by investing activities           (2,256)      (75,492)

Cash flows from financing activities
  Proceeds from notes payable                                --       100,000
  Repayment of notes payable and long-term debt              --      (185,385)
  Proceeds from line of credit                          200,000            --
  Proceeds from issuance of common stock                     --       760,000
  Additional paid-in capital from investors             188,790       100,000
                                                     ----------    ----------
         Net cash provided by financing activities      388,790       774,615
                                                     ----------    ----------

Increase in cash and cash equivalents                         5        87,956

Cash and cash equivalents, beginning of period           18,956        22,102
                                                     ----------    ----------
  Cash and cash equivalents, end of period           $   18,961    $  110,058
                                                     ==========    ==========


                                       4
<PAGE>

                                SNAP2 Corporation
                         Notes to Financial Statements
                For the Three Months Ended June 30, 2001 and 2000
              and for the Nine Months Ended June 30, 2001 and 2000
                                  (Unaudited)

1. BASIS OF PRESENTATION

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

   These financial  statements  should be read in conjunction with the financial
   statements  and related  notes,  which are included in the  Company's  Annual
   Report on Form 10-KSB for the year ended September 30, 2000.

2. REVERSE ACQUISITION

   Effective February 28, 2000, SNAP2 Corporation (f/k/a White Rock Enterprises,
   Ltd.) (the Company) merged with ISES Corporation  (ISES), with the Company as
   the  surviving  corporation.  At the date of the  merger,  the  Company was a
   "shell company" as the Company had no assets or liabilities, had generated no
   revenues since  inception and had incurred total expenses of $6,100 since its
   inception on October 8, 1998. The merger  transaction  has been accounted for
   as a reverse  acquisition.  In such a transaction,  the operating  enterprise
   (ISES) is determined to be the acquiring  enterprise for financial  reporting
   purposes.  The historical  financial  statements of ISES are presented as the
   historical  financial  statements of the combined  enterprise.  The equity of
   ISES is  presented  as the equity of the combined  enterprise,  however,  the
   capital  stock  account of ISES is  adjusted  to reflect the par value of the
   outstanding  stock of the Company after giving effect to the number of shares
   issued in merger. For periods prior to the merger, the equity of the combined
   enterprise is the historical equity of ISES prior to the merger retroactively
   restated to reflect the number of shares received in the merger.

   In  connection  with the merger,  the Company  provided  for the  issuance of
   10,000,000 shares of common stock and 10,000 shares of convertible  preferred
   stock for 100% of the outstanding  shares of ISES. The convertible  preferred
   stock automatically converts to 10,000,000 shares of common stock on February
   28, 2002. Also in connection with the merger, an additional  2,200,000 shares
   of common stock were issued to others in exchange for locating  investors and
   a commitment to raise $2,000,000 to fund the Company's  working capital needs
   and  general  corporate  purposes.  As of  June  30,  2001,  $615,650  of the
   $2,000,000  had been  received and recorded as  additional  paid-in  capital.
   Management  believes that it is unlikely that any additional  capital will be
   provided by those entities, and is in the process of attempting to recover as
   many of those shares as


                                       5
<PAGE>


   5 possible.  As of June 30, 2001,  approximately  1,097,000  shares have been
   surrendered  by these entities in lieu of additional  capital  contributions.
   These  shares  are not held as  treasury  stock,  have not been  returned  to
   authorized  but unissued  shares,  and are still shown as  outstanding on the
   Company's stock records.

3. EARNINGS PER SHARE OF COMMON STOCK

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

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

4. STOCK OPTIONS

   During the quarter ended June 30, 2001,  1,000,000  options to acquire shares
   of common  stock  were  granted  but none were  exercised.  The  Company  has
   outstanding  options for  1,847,500  shares of common stock at June 30, 2001.
   The options will be exercisable  in conformity  with a stock option plan that
   was approved by the Board of Directors and a majority of the  stockholders of
   the Company on March 15, 2000.  Stock options are  generally  granted at fair
   value and vest over a four-year period.  The plan is more restrictive for any
   options  granted  to  stockholders   owning  in  excess  of  ten  percent  of
   outstanding common stock.

5. NOTES PAYABLE

   The Company has entered into a $200,000  bank line of credit  agreement.  The
   line of credit is  collaterlized  by real  property  owned by a  stockholder,
   matures  November  10, 2001 and bears  interest  at the bank's base  interest
   rate. At June 30, 2001, $200,000 was outstanding under this agreement.

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

Forward-Looking Statements

The discussion in this Report on Form 10-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


                                       6
<PAGE>

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

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

     -    Developing   and  announcing   SNAP2  GEAR  as  the  Company's   first
          interactive television (iTV) content development product targeting the
          worldwide  Digital  Video  Broadcast - Media Home  Platform  (DVB-MHP)
          standard.

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

               -    Air France
               -    British Airways
               -    Delta Air Lines
               -    Aer Lingus
               -    LanChile
               -    AOM French Airlines
               -    Qantas Airways

     -    Entering into software license  agreements with airlines that generate
          recurring revenue on the anniversary date of the license when extended
          by the airline. The Company's SNAP2 Games for in-flight  entertainment
          systems  have  been  selected  for  use  on  274  wide-body   aircraft
          worldwide.

     -    Demonstrating SNAP2 Java-based Interactive Television applications and
          software  middleware  components  with Sun  Microsystems  at  National
          Association of Broadcasters  (NAB 2001) in April, 2001 and Java One in
          June, 2001.


                                       7
<PAGE>


     -    Ported and  demonstrated  SNAP2 Games for the Interlink  Corporation's
          IntuiTouch  interactive  television  remote controller at the National
          Cable  and   Telecommunications   Association   (NCTA  -  Cable  2001)
          conference in June 2001.

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

     -    Expanding  its  presence  in  the  Interactive  Television,   Internet
          Appliance, In-Flight Entertainment and Embedded Systems markets.

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

     Rick Grewell (43) -- President and CEO
     Steve Johnson (41) -- Vice President of Marketing
     Antony Hoffman (40) -- Vice President of Research and Development
     Mark Malinak (40) -- Vice President of Sales

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

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

Products.  The Company markets software applications for the IFE and interactive
television  markets.  Its  Airsoft  Travel  Kit  software  targets  IFE  systems
manufactured by Rockwell  Collins,  Matsushita  Avionics and Sony Trans Com. The
Travel Kit is comprised of digital  information and entertainment  software that
airline passengers can access from video displays at their passenger seats while
traveling. The complete Travel Kit consists of destination information, language
training and games and customized airline  information.  The package can be sold
as a complete package or as individual components. The Company has sold packages
of Travel Kit Games to Air France,  British Airways,  Delta Air Lines, LanChile,
Aer Lingus,  AOM French  Airlines and Qantas  Airways.  The Company has licensed
destination  information  and language  training from Lonely  Planet  Publishing
based in Australia. Airsoft Travel Kit Games are created, copyrighted, owned and
licensed by the Company.  The Company has also licensed  Tetris(R)  game content
from Blue Planet So ftware,  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.


                                       8
<PAGE>


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

Services. The Company is staffed with software engineers experienced in software
design and  programming  for  emerging  embedded  computer  systems  and digital
graphic  artists  experienced  in  graphical  user  interfaces  and  display for
consumer  electronic  applications.  The Company has provided  embedded software
services to  Motorola,  Microsoft,  and Canal+ for  interactive  television  and
Internet  appliances.  For IFE,  the Company has  provided  services to Rockwell
Collins and to the airlines that required graphics customization for their SNAP2
Travel Kit Games.

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

Revenues.  Through  June 30,  2001,  the  Company's  revenues  were derived from
license  fees and  renewals of its SNAP2 Travel Kit Games for the IFE market and
software and engineering  services provided to interactive  television equipment
manufacturers  and  technology  providers.   The  Company's  IFE  revenues  were
comprised of two types:  (i) license fees from  airlines for Airsoft  Travel Kit
Game  products  previously  sold;  and (ii)  OEM  initial  product  sales to IFE
equipment manufacturers for SNAP2 Travel Kit Game products.  License fees, which
are  typically  one year in  duration,  where the  Company  does not  anticipate
incurring  significant  additional  support costs, are recognized at the time of
sale.  Maintenance  fees from the  Company's  software  products are  recognized
(based on  software  license  fee at time of license  commencement  or  renewal)
ratably over the term of the maintenance  contract,  which is typically one year
in duration.  Software  service fees are recognized using the invoice amount for
labor hours as services are performed. Software services are typically performed
under contracts of up to six months in duration and are renewable.

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

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

Payroll and Related Costs. The Company's  payroll and related expenses  includes
salaries of research and development,  sales (including commissions),  marketing
and executive  administration  personnel.  These  expenses also include  payroll
taxes, employee health insurance


                                       9
<PAGE>

and  employer  401(k)  contributions.  The Company  expects  payroll and related
benefits expenses will increase in the future as additional  personnel are hired
to support anticipated growth.

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

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

Administrative,   Interest,  Miscellaneous,   Equipment  and  Office  Rent,  and
Depreciation.   The  Company's  general  and  administrative   expense  includes
administrative   costs,   legal   fees,   travel   costs,   interest   on  debt,
facilities-related   expenses,   bad  debt  expense,   depreciation   and  other
administrative  costs.  The Company  expects  that  general  and  administrative
expense  will  increase in the future as a result of the  anticipated  growth in
business and cost of operating as a public company.

Results of Operations

Since the inception of ISES Corporation  (now the Company),  it has been engaged
primarily in the business of  developing  and  licensing  software  products and
providing  engineering  software  and  graphic  design  services.   Accordingly,
historical  results of operations are not indicative of and should not be relied
upon as an indicator of future performance.

All revenue and the majority of the costs and expenses  disclosed in this report
for the period ended June 30, 2000 (prior to the merger) were  generated by ISES
Corporation.  The  Company  had  no  revenue  prior  to  the  merger  with  ISES
Corporation  and  minimal  costs and  expenses.  As a result,  the  consolidated
comparative  data  represents  the  comparison of the Company's  results for the
period ended June 30, 2001 with revenue,  costs and expenses of ISES Corporation
(or the Company, as applicable) for the same period in the previous year.

Three Months Ended June 30, 2001 and 2000

Revenues

Total  revenues  increased  120% to $516,000 for the three months ended June 30,
2001,  compared  to  $235,000  for the three  months  ended June 30,  2000.  The
increase  was related to an increase in software  service  revenues and software
license fees.  Software  service fees represented 66% of revenues versus 34% for
software  license fees and  maintenance.  During the three months ended June 30,
2001, transactions with Microsoft, British Airways, Interlink Electronics, Delta
Air Lines, AOM French Airlines, and Air France,  accounted for 56%, 22%, 9%, 7%,
3% and 2%, respectively of the Company's total revenues.


                                       10
<PAGE>

Costs and Expenses

Total costs  increased 51% to $677,000 for the three months ended June 30, 2001,
compared to $448,000 for the three months ended June 30, 2000.  The increase was
related to payroll and related  costs and other  administrative  costs needed to
support  increased  business  and  anticipated  future  growth.  The  Company is
currently  analyzing  costs and expenses due to  continued  losses.  See further
discussions in "Liquidity and Capital Resources".

Payroll  and Related  Costs.  Payroll and  related  benefits  increased  102% to
$525,000 for the three  months  ended June 30, 2001 from  $259,000 for the three
months  ended June 30,  2000  reflecting  costs  associated  with the  Company's
expansion in research and development and the shift in having employees  perform
development work versus outside consultants.

Software  Development and Consulting.  Software development and consulting costs
decreased  54% to $41,000 for the three  months ended June 30, 2001 from $88,000
for the three months ended June 30, 2000,  which reflects efforts by the Company
to reduce its reliance on outside consultants.

Travel and Marketing.  These sales and marketing  related costs decreased 63% to
$10,000  for the three  months  ended June 30,  2001 from  $26,000 for the three
months ended June 30, 2000,  which reflects the timing of trips  associated with
the Company's sales and marketing efforts.

Administrative,   Interest,  Miscellaneous,   Equipment  and  Office  Rent,  and
Depreciation.  These general and administrative  costs increased 37% to $101,000
for the three months ended June 30, 2001 from $74,000 for the three months ended
June 30, 2000. The increase in costs is primarily due to interest on borrowings,
the  professional  fees  associated  with  being  a  public  reporting  company,
professional fees associated with the ongoing business of the Company, rent, and
other general and administrative expenses.

Nine Months Ended June 30, 2001 and 2000

Revenues

Total  revenues  increased 109% to $1,405,000 for the nine months ended June 30,
2001, compared to $674,000 for the nine months ended June 30, 2000. The increase
was related to an increase in software service  revenues.  Software service fees
represented  67%  of  revenues   versus  33%  for  software   license  fees  and
maintenance.  During the nine  months  ended June 30,  2001,  transactions  with
Microsoft,  British Airways,  Rockwell, Delta Air Lines, Qantas Airways Limited,
Interlink Electronics,  Air France, and LanChile accounted for 55%, 8%, 10%, 8%,
4%, 3%, 3%, and 2% respectively of the Company's total revenues.

Costs and Expenses

Total costs increased 92% to $2,097,000 for the nine months ended June 30, 2001,
compared to $1,092,000 for the nine months ended June 30, 2000. The increase was
related to payroll and related  costs and other  administrative  costs needed to
support increased business and anticipated


                                       11
<PAGE>

future  growth.  The Company is  currently  analyzing  costs and expenses due to
continued losses. See further discussions in "Liquidity and Capital Resources".

Payroll  and Related  Costs.  Payroll and  related  benefits  increased  141% to
$1,458,000  for the nine months  ended June 30, 2001 from  $605,000 for the nine
months  ended June 30,  2000  reflecting  costs  associated  with the  Company's
expansion in research and development and the shift in having employees  perform
development work versus outside consultants.

Software  Development and Consulting.  Software development and consulting costs
decreased  37% to $169,000 for the nine months ended June 30, 2001 from $270,000
for the nine months ended June 30, 2000,  which reflects  efforts by the Company
to reduce its reliance on outside consultants.

Travel and Marketing.  These sales and marketing costs increased 31% to $104,000
for the nine months  ended June 30, 2001 from  $80,000 for the nine months ended
June 30,  2000,  which  reflects the  Company's  increased  sales and  marketing
efforts.

Administrative,   Interest,  Miscellaneous,   Equipment  and  Office  Rent,  and
Depreciation.  These general and administrative costs increased 166% to $365,000
for the nine months ended June 30, 2001 from  $137,000 for the nine months ended
June 30, 2000. The increase in costs is primarily due to interest on borrowings,
the  professional  fees  associated  with  being  a  public  reporting  company,
professional fees associated with the ongoing business of the Company, rent, bad
debt expense and other general and administrative expenses.

Liquidity and Capital Resources

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

In an effort to fund its planned  development  and sales and marketing  efforts,
the Company, effective February 28, 2000 (the date of filing of a Certificate of
Merger with the Nevada  Secretary of State),  merged with ISES  Corporation with
the  Company as the  surviving  corporation.  The merger  was  arranged  for the
Company by  Investment  Capital  Corporation  and Pursuit  Capital LLC,  venture
capital firms located in Scottsdale,  Arizona in accordance with  understandings
these  entities  reached  with ISES  Corporation  to raise  capital  in  private
transactions.  According  to  their  agreement,  these  entities  were to  raise
$2,000,000 to fund the Company's post-merger research and development, marketing
and overall expansion.  Pursuant to and in consideration of this arrangement and
the  identification  of the potential merger as an investment  opportunity,  the
Company issued 2,200,000 shares of its $.001 par value per share common stock to
these entities and/or their designees. During the fiscal quarter ended March 31,
2000 these entities  conducted a private  placement on behalf of the Company and
raised $760,000, the proceeds of which have been given to the Company. For these
funds,  the Company  issued an additional  760,000 shares of its $.001 per share
common  stock.  These  entities  are  obligated  to provide the Company  with an
additional  $2,000,000 in equity (without further issuance of equity  securities
by the Company) of which $615,650 was received through June 30, 2001,  leaving a
balance of $1,384,350 to be provided by these entities. None of such


                                       12
<PAGE>

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, 2001,
approximately  1,097,000  shares have been surrendered by those entities in lieu
of  additional  capital  contributions.  These  shares are not held as  treasury
stock,  have not been returned to authorized but unissued shares,  and are still
shown as outstanding on the Company's stock records.

As a result of the unfunded commitment, the Company entered into a $200,000 line
of credit with a bank,  which is guaranteed by a  stockholder,  entered in other
debt  arrangements  of  approximately  $200,000,  and has delayed paying certain
accounts payable to fund its operations.  The Company is  investigating  several
other  financing  activities,  but there is no  assurance  any  funding  will be
obtained, or if obtained, the terms may not be favorable.  Also, the Company has
focused its efforts on increasing revenues,  primarily services revenues,  in an
effort to  generate  positive  cash flow.  The Company has been able to increase
revenues,  but has not been able to consistently 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  based on its current  revenue  level.  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.  In addition,  the Company needs to
raise  additional  capital and there can be no assurance the merged Company will
be able to  obtain  additional  financing  on  favorable  terms,  if at all.  If
additional  capital cannot be obtained on acceptable  terms, if and when needed,
the Company may not be able to further  develop or enhance  its  products,  take
advantage  of future  opportunities  or  respond  to  competitive  pressures  or
unanticipated requirements, any of which could have a material adverse effect on
the Company's business.

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS

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

Funding Needs

The Company needs  additional  funding to pay its  obligations as they come due,
further develop or enhance its products,  take advantage of future opportunities
or respond to competitive pressures or unanticipated requirements. The Company's
financing plans were to obtain funding of  approximately  $2,000,000 as a result
of the merger with ISES  Corporation  on February  28,  2000.  Only  $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


                                       13
<PAGE>

stockholder,  entered in other debt arrangements of approximately  $200,000, and
has delayed paying certain accounts payable to fund its operations.  The Company
is investigating several other financing  activities,  but there is no assurance
any funding will be obtained,  or if obtained,  the terms may not be  favorable.
Also,  the Company has focused  its efforts on  increasing  revenues,  primarily
services  revenues,  but has been  unable to  consistently  generate  profitable
operations.  As a result of the continued  losses,  the Company is analyzing its
costs and expenses and continues to seek and investigate transactions that would
generate cash; however,  there is no assurance that any such transaction will be
identified or successfully  closed. 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.

The Company Expects to Incur Operating and Net Losses

The Company has a limited operating history,  has incurred significant losses in
the past year and, at June 30, 2001, had an  accumulated  deficit of $2,013,390.
To date, the Company has recognized  growing  revenue,  however;  its ability to
generate revenue is subject to substantial  uncertainty.  The Company expects to
incur  significant  additional  losses  and  continued  negative  cash flow from
operations in 2001 and it may never become  profitable.  The Company  expects to
incur significant sales and marketing,  research and development and general and
administrative  expenses. The Company will need to generate significant revenues
to  achieve   profitability   and  positive   operating  cash  flows.   Even  if
profitability and positive operating cash flow are achieved, the Company may not
be able to achieve, sustain or increase profitability or positive operating cash
flow on a quarterly or annual basis.

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

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


                                       14
<PAGE>

portion of the market than the Company.  Any failure to establish  relationships
with interactive  television equipment  manufacturers and network operators will
have a material adverse effect on the Company's business and prospects.

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

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

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

The markets for interactive  television and in-flight  entertainment systems are
competitive.  Companies that offer competing software  applications and services
for interactive  television include Liberate,  Intellocity,  Microsoft,  AOL and
others.  These  entities each have a larger  customer  base, a greater number of
applications,  and greater brand  recognition,  market  presence and  financial,
marketing and  distribution  resources  than the Company.  Other  companies that
offer competing software  applications and services for in-flight  entertainment
include Nintendo, Infogrames, Tenzing, and Intergame some of which have a larger
customer base, a greater number of applications,  and greater brand recognition,
market  presence and financial,  marketing and  distribution  resources than the
Company. As a result, the Company will have difficulty  increasing the number of
design "wins" for its products and services.

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

The Company currently participates in markets that are subject to:

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

The introduction of the software applications  targeting interactive  television
and in-flight entertainment containing new technologies and the emergence of new
industry  standards  could  render the  Company's  products  less  desirable  or
obsolete.  In  particular,  the Company  expects that  changes in the  operating
system  environment  including  client and server  middleware will require it to
rapidly evolve and adapt its products to be competitive.  As a result,  the life
cycle of each release of the Company's products is difficult to estimate.  To be
competitive,  the Company  will need to develop and  release  new  products  and
upgrades that respond to technological


                                       15
<PAGE>

changes or evolving  industry  standards on a timely and  cost-effective  basis.
There can be no assurance that the Company will successfully  develop and market
these types of products and upgrades or that the Company's products will achieve
market acceptance.  If the Company fails to produce technologically  competitive
products in a timely and  cost-effective  manner,  its  business  and results of
operations could suffer materially.

Volatility of Stock Price

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

PART II OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS.

The Company  currently is not aware of any pending legal proceedings to which it
is a party or to which any of its property is subject.  The Company currently is
not aware that any  governmental  authority  is  contemplating  any  proceedings
against the Company or its property.

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

In connection with the merger of ISES with and into the Company, the Acquisition
Agreement and Plan of Merger  (previously  filed as Exhibit 1.1 to the Company's
Current Report on Form 8-K filed March 1, 2000) provided for the issuance of (i)
10,000,000  shares  of  common  stock  and (ii)  10,000  shares  of  convertible
preferred stock which are  automatically  convertible into 10,000,000  shares of
common  stock of the Company two (2) years after the Closing  Date of the Merger
which was February 28, 2000.

An additional  2,200,000 shares of common stock were issued to various designees
of Investment  Capital  Corporation and Pursuit Capital,  LLC in connection with
the merger, in exchange for the commitment of these entities to raise $2,000,000
to fund working capital needs and general corporate purposes, including, but not
limited to, expansion of sales and marketing  efforts,  research and development
activities,  licensing of new  technology  and payment of  additional  legal and
accounting  services  occasioned  by the merger of the Company  and ISES.  These
entities  conducted a private  placement of the Company's $.001 par value common
stock during the fiscal  quarter  ended March 31, 2000 and raised  $760,000,  in
consideration  of which the Company  issued an additional  760,000 shares of its
common  stock.  These  entities  are  obligated  to provide the Company  with an
additional  $2,000,000 in equity (without further issuance of equity  securities
by the Company) of which $615,650 was received through June 30, 2001,  leaving a
balance of $1,394,350 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


                                       16
<PAGE>

process of attempting to recover as many of such shares as possible.  As of June
30, 2001 approximately  1,097,000 shares have been surrendered by these entities
in lieu of  additional  capital  contributions.  These  shares  are not  held as
treasury stock,  have not been returned to authorized but unissued  shares,  and
are still shown as outstanding on the Company's stock records.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

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

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

None.

ITEM 5: OTHER INFORMATION

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

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

             (a)  Exhibits:

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

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

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

                    10.2 Copyright  and  Trademark   License  and   Distribution
                         Agreement  dated  September 30, 1999 between The Tetris
                         Company,  L.L.C. and ISES Corporation  (Incorporated by
                         reference to the Company's  10-QSB for the period ended
                         March 31, 2000)

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

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


                                       17
<PAGE>


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

                     10.13  In-Flight  Entertainment  Software License Agreement
                            for Delta Air Lines, Inc. dated as of April 26, 2000
                            (Incorporated  by reference to the Company's  10-QSB
                            for the period ended June 30, 2000)

                     10.15  In-Flight  Entertainment  Software License Agreement
                            by AOM dated as of April 27, 2000  (Incorporated  by
                            reference  to the  Company's  10-QSB  for the period
                            ended June 30, 2000)

                     10.16  In-Flight  Entertainment  Software License Agreement
                            by   LanChile   dated   as  of   October   6,   2000
                            (Incorporated  by reference to the Company's  10-QSB
                            for the period ended December 31, 2000)

                     10.17  Software Services  Agreement dated as of October 24,
                            2000 between  Microsoft and SNAP2  (Incorporated  by
                            reference  to the  Company's  10-QSB  for the period
                            ended December 31, 2000)

                     10.18  In-Flight  Entertainment  Software License Agreement
                            for  Aer  Lingus   dated  as  of  October  30,  2000
                            (Incorporated  by reference to the Company's  10-QSB
                            for the period ended December 31, 2000)

                   * 10.19  In-Flight  Entertainment  Software License Agreement
                            for British Airways dated as of April 16, 2001

                         *  Filed herewith

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


                                       18
<PAGE>


                                   SIGNATURES

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

                                              SNAP2 CORPORATION

Date: August 10, 2001                         By:  /s/  Dean R. Grewell
                                                 -------------------------------
                                                 Dean R. Grewell, III, President


                                       19