SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark one)

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

                  For the Fiscal Year ended September 30, 2000

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

                         Commission File Number 0-26839

                                SNAP2 CORPORATION
                      (f/k/a White Rock Enterprises, Ltd.)
         --------------------------------------------------------------
                 (Name of small business issuer 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)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act: Common Stock
$0.001 par value

Check whether the issuer (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       [  ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive

<PAGE>

proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ ]

State registrant's revenues for its most recent fiscal year: $737,054

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates: $6,383,000 as of December 1, 2000. The registrant's stock is
traded on the OTC Electronic Bulletin Board and the value of the registrant's
stock for this purpose has been based upon the average of the bid and ask price
on December 1, 2000.

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

As of December 1, 2000, the registrant had 17,856,000 shares of common stock,
$.001 par value, issued and outstanding and 10,000 shares of convertible
preferred stock issued and outstanding which are convertible into 10,000,000
shares of common stock, $.001 par value, on February 28, 2002.

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


<PAGE>


                      2000 FORM 10-KSB -- TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
PART I

<S>           <C>                                                                    <C>
     Item 1.  Description of Business................................................1
     Item 2.  Description of Property................................................6
     Item 3.  Legal Proceedings......................................................6
     Item 4.  Submission of Matters to a Vote of Security Holders....................6

PART II

     Item 5.  Market for Common Equity and Related Stockholder Matters...............7
     Item 6.  Management's Discussion and Analysis or Plan of Operation..............8
     Item 7.  Financial Statements...................................................11
     Item 8.  Changes In and Disagreements with Accountants on
              Accounting and Financial Disclosure....................................26

PART III

     Item 9.  Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act......................26
     Item 10. Executive Compensation.................................................28
     Item 11. Security Ownership of Certain Beneficial Owners and Management.........29
     Item 12. Certain Relationships and Related Transactions.........................30
     Item 13. Exhibits and Reports on Form 8-K.......................................30
</TABLE>



<PAGE>

Cautionary Statement on Forward-Looking Statements.

The discussions in this Report on Form 10-KSB, including the discussions in Item
1 and Item 6, contain 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 below in Item 1 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 included in Item 6 should also be read in
conjunction with the financial statements and related notes included in Item 7
of this annual report. The Company undertakes no obligation to update publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise.

PART I

ITEM 1:  DESCRIPTION OF BUSINESS

General. SNAP2 Corporation (f/k/a White Rock Enterprises, Ltd.) (the "Company")
is a software product developer and software service provider for in-flight
entertainment systems (IFE) for passenger aircraft and interactive set-top boxes
(STB) for interactive television. The Company 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.


                                       1
<PAGE>

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

     o    Research and development strategies to productize the intellectual
          property assets of ISES (now the Company) for interactive television.

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

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

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

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

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

Products. The Company markets software applications for the IFE and interactive
television markets. Its Airsoft Travel Kit software targets IFE systems
manufactured by Rockwell Collins, Matsushita Avionics and Sony Trans Com. The
Travel Kit is comprised of digital information and entertainment software that
airline passengers can access from video displays at their passenger seats while
traveling. The complete Travel Kit consists of destination information, language
training and games and customized airline information. The package can be sold
as a complete package or as individual components. The Company has sold packages
of Travel Kit games to Air France, Delta Air Lines, Airtours and AOM French
airlines. The Company has licensed destination information and language training
from Lonely Planet Publishing based in Australia. Airsoft Travel Kit Games are
created, copyrighted, owned and licensed by the Company. The Company has also
licensed Tetris(R) game content from Blue Planet Software, San Francisco,
California for use in its In-Flight Tetris(TM) game for in-flight entertainment.
The game suite consists of 18 assorted board, card, arcade, children's games and
games of chance. The Company is porting these games to interactive television
STBs targeting interactive cable and telephone networks. The Company plans to
broaden its


                                       2
<PAGE>

software product offering for both the interactive television market and IFE
markets. The Company's products are sold on a royalty based model that generates
revenue at the time of customer contract execution and provides annual revenues
for continued use of the software. IFE products have been sold to airlines and
to IFE equipment manufacturers. The Company intends to sell interactive
television software products to cable and telephone network operators and STB
manufacturers.

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

Through September 30, 2000, the Company's revenues were derived from license
fees and renewals of its Airsoft Travel Kit Games for the IFE market and
software and engineering services provided to interactive television equipment
manufacturers and technology providers. The Company's IFE revenues were
comprised of two types: (i) license fees from airlines for Airsoft Travel Kit
Game products previously sold; and (ii) OEM initial product sales to IFE
equipment manufacturers for Airsoft Travel Kit Game products. Air France,
Airtours International, Delta Air Lines, AOM French airlines and Rockwell
Collins are currently using the Company's software products on deployed IFE
equipped aircraft. The Company also receives engineering service fees from
interactive television STB manufacturer Motorola and technology provider Canal+
US Technologies.
The Company intends to derive the primary portion of its revenues through
Company software product sales. Revenue is collected on execution of the
software product license and is subject to renewal fees on each anniversary date
of the agreement thereafter. The Company plans to continue distributing products
directly to end users as well as to original equipment manufacturers (OEMs) who
bundle and resell the Company's products to end users. The Company intends to
continue deriving engineering service fee revenues from both end users and OEMs
as those activities represent an immediate revenue stream and presents the
Company with product licensing opportunities with the OEMs and their customers.

Expenses. Expenses consist primarily of payroll and related costs, third-party
consulting, other professional services, and travel. The majority of the
Company's products have been created and copyrighted by ISES (Company's
predecessor in interest pursuant to the merger which was effective February 28,
2000). The Company has licensed In-Flight Tetris(TM) from Blue Planet Software
and incurs licensing costs for each copy inventoried for or distributed to the
IFE market. The Company has also licensed travel information from Lonely Planet
Publishing and incurs licensing costs for copies distributed to the IFE market.

Research and Development. The Company's research and development expenses
include personnel costs, allocated facilities-related expenses and payments to
third-party consultants. The Company


                                       3
<PAGE>

expects research and development expenses will increase in the future as
additional personnel are hired to support anticipated growth. During the years
ended September 30, 2000 and December 31, 1999 the Company estimates it expended
$605,000 and $425,000, respectively on research and development expense.

Employees. At September 30, 2000, the Company had 16 full time employees and no
part time employees.

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:

     o    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 September 30, 2000, had an accumulated stockholders'
          deficit of $102,609. 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 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.

     o    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
          approximately 40% of its revenues from in-flight entertainment
          software license fees and 60% from 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


                                       4
<PAGE>

          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.

     o    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 targeted platforms fail to
          establish significant and timely deployment in the market it will have
          a material adverse effect on the Company's business and prospects.

     o    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.

     o    The Company May Not Be Able to Respond to the Rapid Technological
          Change in the Markets in Which It Competes. The Company currently
          participates in markets which are subject to:

               |X| rapid technology change;

               |X| frequent product upgrades and enhancements;

               |X| changing customer requirements for new products and features;
                   and

               |X| 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


                                       5
<PAGE>


          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.

     o    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.

ITEM 2:  DESCRIPTION OF PROPERTY

The Company leases its facilities at its main office at 10641 Justin Drive,
Urbandale, Iowa and also has an office at 8006 Monona Avenue, Austin, Texas.
Management considers its current office space arrangements to be adequate for
its current needs and for its short-term growth objectives.

Main Office

The Company leases 4,800 square feet from Brad Johnson Investments, LC, pursuant
to a Lease dated 13th day of March, 2000. The Lease is for a period of five (5)
years and the initial base rent thereunder is $56,160 per year.

Austin, Texas Office

The Austin, Texas office is the residence of officer and director Mark Malinak,
for which the Company pays no rent.

ITEM 3:  LEGAL PROCEEDINGS

The Company currently is not aware of any pending legal proceeding to which the
Company is a party or to which any of its property is subject, other than
routine litigation that is incidental to its business. The Company currently is
also not aware that any governmental authority is contemplating any legal
proceeding against the Company or any of its property.

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

No matters were submitted to a vote of shareholders of the Company, through
solicitation of proxies or otherwise, during the three months ended September
30, 2000. However, on June 14, 2000 pursuant to the applicable provisions of the
Nevada General Corporation Law, shareholders owning


                                       6
<PAGE>

a majority of the shares of the Company entitled to vote on a matter consented
to the adoption of an amendment to the Company's Articles of Incorporation in
order to change the Company's name to "SNAP2 Corporation."

PART II

ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company is authorized to issue 50,000,000 shares of its $0.001 par value
common stock and 20,000,000 shares of its $0.001 par value preferred stock. As
of September 30, 2000, the Company had 17,856,000 issued and outstanding shares
of common stock and 10,000 issued and outstanding shares of preferred stock
which are automatically convertible into 10,000,000 shares of common stock on
February 28, 2002.

The Company's common stock is traded on the OTC Electronic Bulletin Board
sponsored by the National Association of Securities Dealers under the trading
symbol "SSNP." The Electronic Bulletin Board is a network of security dealers
who buy and sell stock. The dealers are connected by a computer network which
provides information on current "bids" and "asks" as well as volume information.

As of September 30, 2000 the Company had approximately 63 common stock
shareholders and one shareholder of its preferred stock and there has been only
a limited public market for the Company's common stock. The following table
shows, for the periods indicated, the high and low per share prices of common
stock, as reported on the OTC Electronic Bulletin Board. Such prices represent
prices between dealers, do not include retail mark-ups, mark downs or
conversions and may not represent actual transactions. No information is
provided for periods prior to the effective date of the merger of ISES with and
into the Company, which merger was effective February 28, 2000.

     Period Ended                                            High          Low
     ------------                                            ----          ---

     March 31, 2000 (one month)                             $5.625        $3.937
     June 30, 2000                                          $4.50         $1.875
     September 30, 2000                                     $3.875        $0.937
     October 1, 2000 through November 30, 2000              $1.875        $0.60

On November 30, 2000, the closing bid and ask prices of the common stock as
reported on the OTC Electronic Bulletin Board were $0.65625 and $0.78125,
respectively.

The Company has never declared or paid cash dividends on its capital stock. It
is anticipated that the Company would retain its future earnings, if any, to
fund the operation and expansion of its business and management does not
anticipate paying any cash dividends in the foreseeable future.

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


                                       7
<PAGE>

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 $100,000 was received by the Company as of June 30,
2000 and an additional $470,610 was received through November 30, 2000 leaving a
balance of $1,429,390 to be provided by these entities. None of such shares of
common stock or preferred stock was or will be registered under the Securities
Act of 1933, as amended.

ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Item 6 should be read in conjunction with the discussion included in Item 1
above, "Description of Business" and the financial statements of the Company
included in Item 7 below.

Results of Operations

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

All revenue and the majority of the costs and expenses disclosed in this report
were generated by ISES Corporation. The Company had no revenue prior to the
merger with ISES Corporation and minimal costs and expenses. As a result, the
consolidated comparative data represents the comparison of ISES revenue, costs
and expenses for a similar period in the previous year.

Years Ended September 30, 2000 and December 31, 1999

Revenues

Total revenues increased 3.5% to $737,054 for the year ended September 30, 2000,
compared to $712,286 for the year ended December 31, 1999. The increase was
related to an increase in product license revenues and license updates. Product
license fees represented approximately 40% of revenues versus 53% for
engineering service fees. During the year ended September 30, 2000,

                                       8
<PAGE>


transactions with Motorola, Canal+ U.S. Technologies, Delta Airlines, Airtours
International, Rockwell Collins and AOM accounted for 43%, 12%, 7%, 10%, 2% and
2%, respectively of the Company's total revenues.

Costs and Expenses

Total costs increased 33% to $1,704,093 for the year ended September 30, 2000,
compared to $1,135,433 for the year ended December 31, 1999. The increase was
related to merger administrative costs, sales commission costs and added
software development costs needed to support increased business and anticipated
future growth. The Company believes that costs and expenses will continue to
increase as it attempts to expand operations (including product development) and
sales and marketing efforts.

Payroll and Related Benefits

Payroll and related benefits increased 52% to $938,877 for the year ended
September 30, 2000 from $618,653 for the year ended December 31, 1999 reflecting
research and development, marketing and administrative employee expansion in Des
Moines, Iowa and establishing a sales office in Austin, Texas.

Software Development and Consulting

Software development and consulting expenses increased 26% to $377,551 for the
year ended September 30, 2000 from $299,603 for the year ended December 31,
1999.

Other Expenses

Other expenses increased 79% to $387,665 for the year ended September 30, 2000
from $217,177 for the year ended December 31, 1999 reflecting associated costs
of the Company's growth.

Liquidity and Capital Resources

The Company requires working capital to fund its operations. The Company expects
to continue to experience losses from operations and negative cash flows for at
least the next nine (9) month period. Effective February 28, 2000 (the date of
filing of a Certificate of Merger with the Nevada Secretary of State), the
Company merged with ISES Corporation with the Company as the surviving
corporation. The merger was arranged for the Company by Investment Capital
Corporation and Pursuit Capital LLC, venture capital firms located in
Scottsdale, Arizona in accordance with understandings these entities reached
with ISES Corporation to raise capital in private transactions. According to
their agreement, these entities were to raise $2,000,000 to fund the Company's
post-merger research and development, marketing and overall expansion. Pursuant
to and in consideration of this arrangement and the identification of the
potential merger as an investment opportunity, the Company issued 2,200,000
shares of its $.001 par value per share common stock to these entities and/or
their designees. During the fiscal quarter ended March 31, 2000 these entities
conducted a private placement on behalf of the Company and raised $760,000, the
proceeds of which have been


                                       9
<PAGE>

given to the Company. For these funds, the Company issued an additional 760,000
shares of its $.001 per share common stock. The current understanding of the
parties obligates these venture capital entities to provide additional funding
of $2,000,000 (without the issuance of any additional shares of stock by the
Company) on or before August 12, 2000 (i.e., six months after the merger became
effective) of which $100,000 was received by the Company as of June 30, 2000 and
an additional $470,610 was received by November 30, 2000. The balance owed by
Investment Capital Corporation and Pursuit Capital LLC to the Company as of
November 30, 2000 totaled $1,426,390.

The proceeds of the private placement and of the additional capital resources to
be provided by the venture capital firms are being and will be used for working
capital and general corporate purposes, including expansion of sales and
marketing efforts, increases in research and development activities, any
licensing and acquisition of new technologies and legal and accounting expense
incurred as a result of the merger and relating to the Company's ongoing
business.

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


                                       10
<PAGE>


ITEM 7:  FINANCIAL STATEMENTS

                          Independent Auditors' Report

To the Stockholders
SNAP2 Corporation:


We have audited the accompanying balance sheet of SNAP2 Corporation (formerly
ISES Corporation, see note 1 to the financial statements) as of December 31,
1999, and the related statements of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SNAP2 Corporation, as of
December 31, 1999, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

                                         /S/ McGowen, Hurst, Clark & Smith, P.C.

April 25, 2000


                                       11
<PAGE>

                          Independent Auditors' Report

The Board of Directors
SNAP2 Corporation:


We have audited the accompanying balance sheet of SNAP2 Corporation (a Nevada
Corporation) as of September 30, 2000, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SNAP2 Corporation as of
September 30, 2000, and the results of its operations and its cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 2 to the
financial statements, the Company has suffered significant losses in the last 21
months, and as a result has insufficient liquidity to pay its obligations as
they come due. These matters raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

                                                     /S/ KPMG LLP

December 18, 2000


                                       12
<PAGE>


                                SNAP2 CORPORATION

                                 Balance Sheets

                    September 30, 2000 and December 31, 1999


<TABLE>
<CAPTION>

                                                                         1999
                           Assets                         2000         (note 1)
                                                        --------      ---------
<S>                                                    <C>            <C>
  Current assets:
    Cash                                               $  18,956             --
    Accounts receivable (note 7)                         127,279        138,917
                                                       ---------      ---------
             Total current assets                        146,235        138,917
                                                       ---------      ---------

  Property and equipment:
    Office furniture and equipment                        49,952         14,681
    Computer equipment                                    59,555         20,992
                                                       ---------      ---------

             Total property and equipment                109,507         35,673

    Less accumulated depreciation                        (32,674)       (19,704)
                                                       ---------      ---------

              Net property and equipment                  76,833         15,969

  Other assets                                             4,760         15,260
                                                       ---------      ---------

             Total assets                              $ 227,828        170,146
                                                       =========      =========
</TABLE>


                                       13
<PAGE>


                                SNAP2 CORPORATION

                                 Balance Sheets

                    September 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>
                                                                                              1999
               Liabilities and Stockholders' Equity (Deficit)                  2000         (note 1)
                                                                           -----------    -----------
<S>                                                                        <C>                    <C>
  Current liabilities:
    Checks disbursed in excess of amounts on deposit                       $        --            685
    Accounts payable                                                            56,390        109,523
    Deferred income                                                              9,343          9,984
    Accrued royalty                                                              3,750             --
    Accrued interest                                                                --          9,786
    Accrued payroll and related liabilities                                     36,339        105,754
    Notes payable                                                                   --        175,000
    Current portion of long-term debt (note 3)                                  21,445             --
                                                                           -----------    -----------

             Total current liabilities                                         127,267        410,732

  Long-term debt (note 3)                                                      203,170        135,000
                                                                           -----------    -----------

             Total liabilities                                                 330,437        545,732
                                                                           -----------    -----------

  Stockholders' equity (deficit) (note 4):
    Common stock - $0.001 par value; 50,000,000 shares authorized;
      17,856,000 shares issued and outstanding at September 30, 2000
      and 10,000,000 shares issued or committed to be issued
      at December 31, 1999                                                      17,856         10,000
    Convertible preferred stock - $0.0001 par value; 20,000,000
      shares authorized; 10,000 shares issued and outstanding at
      September 30, 2000 and 1999. Shares convert to common stock
      at a ratio of 1,000 shares of common for each share of convertible
      preferred stock on February 28, 2002                                          10             10
    Additional paid in capital                                               1,188,858         (8,696)
    Accumulated deficit                                                     (1,291,683)      (376,900)
    Unearned compensation                                                      (17,650)            --
                                                                           -----------    -----------

             Total stockholders' deficit                                      (102,609)      (375,586)
                                                                           -----------    -----------

             Total liabilities and stockholders' deficit                   $   227,828        170,146
                                                                           ===========    ===========
</TABLE>


See accompanying notes to financial statements.


                                       14
<PAGE>

                                SNAP2 CORPORATION

                            Statements of Operations

              Years ended September 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>
                                                                       1999
                                                       2000          (note 1)
                                                   ------------    -------------
<S>                                                <C>             <C>
Revenue (note 7):
    License fees                                   $    294,751        162,680
    Consulting                                          387,723        539,654
    Maintenance                                          33,061          9,952
    Other income                                         21,519           --
                                                   ------------    -----------

             Total revenue                              737,054        712,286
                                                   ------------    -----------

Expenses:
    Payroll                                             839,550        585,353
    Payroll taxes                                        59,227         33,300
    Employee health insurance                            40,100           --
    Software development and consulting (note 6)        377,551        299,603
    Administrative                                      191,064         79,877
    Interest                                             19,914         15,553
    Travel                                              110,029         91,115
    Marketing                                             4,388          6,536
    Miscellaneous                                         1,066          1,559
    Equipment and office rent                            46,734         16,620
    Depreciation                                         14,470          5,917
                                                   ------------    -----------

             Total expenses                           1,704,093      1,135,433
                                                   ------------    -----------

              Net loss                             $   (967,039)      (423,147)
                                                   ============    ===========

Net loss per share -
    Basic and diluted                              $      (0.07)         (0.04)
                                                   ============    ===========

Weighted average shares and outstanding -
    Basic and diluted                                14,536,175     10,000,000
                                                   ============    ===========
</TABLE>


See accompanying notes to financial statements.


                                       15
<PAGE>

                                SNAP2 CORPORATION

                       Statements of Stockholders' Equity

              Years ended September 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>
                                                                    Additional      Retained
                                         Common     Convertible        Paid         Earnings         Unearned
                                          Stock      Preferred      In Capital      (Deficit)      Compensation        Total
                                        --------     ----------     ----------      ----------     ------------     ----------
<S>                                     <C>          <C>            <C>             <C>             <C>             <C>
Balance January 1, 1999 (note 1)        $ 10,000             10         (8,696)         51,247              --          52,561

    Distributions to S corporation            --             --             --          (5,000)             --          (5,000)
        shareholders

    Net loss                                  --             --             --        (423,147)             --        (423,147)
                                        --------     ----------     ----------      ----------      ----------      ----------

Balance December 31, 1999                 10,000             10         (8,696)       (376,900)             --        (375,586)
                                        --------     ----------     ----------      ----------      ----------      ----------

    Net loss of companies for three
    months ended
        December 31, 1999
      duplicated to adjust to                 --             --             --          52,256              --          52,256
      common fiscal year end
    Issuance of common stock               7,856             --      1,179,004              --              --       1,186,860
    Stock options issued to                   --             --         18,550              --         (18,550)             --
    employees
        below fair value
    Amortization of unearned                  --             --             --              --             900             900
        compensation
    Net loss                                  --             --             --        (967,039)             --        (967,039)
                                        --------     ----------     ----------      ----------      ----------      ----------

Balance September 30, 2000              $ 17,856             10      1,188,858      (1,291,683)        (17,650)       (102,609)
                                        ========     ==========     ==========      ==========      ==========      ==========
</TABLE>

See accompanying notes to financial statements.


                                       16
<PAGE>

                                SNAP2 CORPORATION

                            Statements of Cash Flows

              Years ended September 30, 2000 and December 31, 1999


<TABLE>
<CAPTION>
                                                                       1999
                                                         2000         (note 1)
                                                     -----------    ------------
<S>                                                  <C>               <C>
 Cash flows from operating activities:
  Net loss                                           $  (967,039)      (423,147)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
      Depreciation and amortization                       15,370          5,917
      Deferred income                                      4,375          9,984
      Change in:
         Accounts receivable                              (1,003)       (79,375)
         Accounts payable and accrued expenses           (80,401)       204,531
                                                     -----------    -----------

      Net cash used by operating activities           (1,028,698)      (282,090)
                                                     -----------    -----------

Cash flows from investing activities:
  Purchase of property and equipment                     (71,163)       (11,098)
  Increase in other assets                                (4,760)       (15,260)
                                                     -----------    -----------

      Net cash used by investing activities              (75,923)       (26,358)
                                                     -----------    -----------

Cash flows from financing activities:
  Checks disbursed in excess of amounts on deposit            --            685
  Proceeds from issuance of common stock               1,186,860             --
  Distributions to shareholders                               --         (5,000)
  Proceeds from notes payable and long-term debt         100,000        310,000
  Repayment of notes payable and long-term debt         (185,385)            --
                                                     -----------    -----------

      Net cash provided by financing activities        1,101,475        305,685
                                                     -----------    -----------

      Net decrease in cash                                (3,146)        (2,763)

Cash at beginning of year                                 22,102          2,763
                                                     -----------    -----------

Cash at end of year                                  $    18,956             --
                                                     ===========    ===========

Supplemental disclosures:
  Cash paid for interest                             $    20,076          5,767
                                                     ===========    ===========
</TABLE>

See accompanying notes to financial statements.


                                       17
<PAGE>


                                SNAP2 CORPORATION

                          Notes to Financial Statements

                    September 30, 2000 and December 31, 1999


(1)  Business and Organization

     SNAP2 Corporation (the Company) formerly known as White Rock Enterprises,
     Ltd. is a software product developer and software service provider for
     in-flight entertainment systems (IFE) for passenger aircraft and
     interactive set-top boxes (STB) for interactive television. The Company
     markets and licenses its software worldwide.

     Reverse Merger

     Effective February 28, 2000, 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 approximately
     $1,000 in assets and no 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
     merger. In such 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. The Company's year end is September 30 whereas ISES' year end was
     December 31; therefore, the historical financial statements of ISES for the
     year ended December 31, 1999 are presented for comparative purposes to the
     Company's year ended September 30, 2000. The three month period from
     October 1, 1999 through December 31, 1999 is included in both years.
     Revenues, net loss, and basic and diluted earnings per share for that three
     month period were $232,056, ($52,256), and ($0.003), respectively.

     In connection with the merger, the Company issued 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 for general corporate purposes. As the $2,000,000 is received,
     additional paid in capital will be recorded.

     Use of Estimates

     The preparation of financial statements, in conformity with auditing
     standards generally accepted in the United States of America, requires the
     Company to make estimates and assumptions that affect the reported amounts
     of assets and liabilities and disclosure of


                                       18
<PAGE>

                                SNAP2 CORPORATION

                          Notes to Financial Statements

                    September 30, 2000 and December 31, 1999


     contingent assets and liabilities, at the date of the financial statements,
     and the reported amounts of revenues and expenses, during the reporting
     period. Actual results could differ from those estimates.

     Property and Equipment

     Property and equipment is stated at cost and is depreciated on
     straight-line methods with estimated useful lives of 3 to 7 years.

     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, excluding maintenance of
     one year or less bundled with software license fees, are recognized ratably
     over the term of the related agreements.

     Fair Value of Financial Instruments

     Fair value estimates, methods, and assumptions are set forth below:

          Trade accounts receivable, accounts payable, and accrued expenses--The
          carrying amount approximates the estimated fair value due to the
          short-term nature of those instruments.

          Long-term debt--Due to amounts being borrowed from a related party of
          the Company's president and from an economic development agency of the
          State of Iowa, the fair value of long-term debt was not reasonably
          determinable.

          Limitations--Fair value estimates are made as of a specific point in
          time, based upon the relevant market information about the financial
          instruments. Because no market exists for a majority of the Company's
          financial instruments, fair value estimates are based on judgments
          regarding current economic conditions and other factors. These
          estimates are subjective in nature and involve uncertainties and
          matters of judgments and, therefore, cannot be determined with
          precision. Changes in assumptions could significantly affect the
          estimates.


                                       19
<PAGE>

                                SNAP2 CORPORATION

                          Notes to Financial Statements

                    September 30, 2000 and December 31, 1999

     Stock-Based Compensation

     The Company accounts for stock-based compensation using the intrinsic value
     method prescribed in Accounting Principles Board Opinion No. 25,
     "Accounting for Stock Issued to Employees," (ABP No. 25) and related
     interpretations. Under APB No. 25, compensation cost is measured as the
     excess, if any, of the quoted market price of the Company's stock at the
     date of grant over the exercise price of the option granted. Compensation
     cost for stock options, if any, is recognized ratably over the vesting
     period for those options granted to employees and directors. Compensation
     cost for stock options issued other than to employees and directors, if
     any, is recognized at the date of the grant. The Company provides
     additional pro forma disclosures as required under SFAS No. 123,
     "Accounting for Stock-Based Compensation" (see note 4).

     Income Taxes

     ISES originally elected to be treated as a S corporation for federal and
     state income tax purposes. Effective February 28, 2000, due to the merger
     of ISES into the Company, ISES revoked its S corporation status.
     Accordingly, the stockholders of ISES included their proportionate share of
     the Company's taxable loss in their personal tax returns for the period
     from October 1, 1999 to February 28, 2000. The Company is organized as a C
     Corporation.

     The Company accounts for income taxes under the asset and liability method.
     Under the asset and liability method, deferred tax assets and liabilities
     are recognized for the future tax consequences attributable to differences
     between the financial statement carrying amounts of existing assets and
     liabilities and their respective tax bases, and operating loss and tax
     credit carryforwards. Deferred tax assets and liabilities are measured
     using enacted tax rates expected to apply to taxable income in the years in
     which those temporary differences are expected to be recovered or settled.
     The effect on deferred tax assets and liabilities of a change in tax rates
     are recognized in income in the period that includes the enactment date.

     Earnings Per Share

     Basic EPS is computed using the weighted average number of actual common
     shares outstanding during the period. Diluted earnings per share is
     computed using the weighted average number of actual common shares plus the
     potential dilution that would occur from the conversion of convertible
     preferred stock and the exercise of stock options. Due to the net loss
     incurred for the years ended September 30, 2000 and December 31, 1999, the
     effect of convertible preferred stock and stock options is not included in
     the calculation of diluted earnings per share because the effect is
     anti-dilutive.



                                       20
<PAGE>

                                SNAP2 CORPORATION

                          Notes to Financial Statements

                    September 30, 2000 and December 31, 1999

(2)  Going-Concern Matters

     The Company's financial statements are prepared using generally accepted
     accounting principles applicable to a going concern, which contemplates the
     realization of assets and liquidation of liabilities in the normal course
     of business. However, the Company does not have significant cash or other
     assets, nor does it have an established source of revenues sufficient to
     cover its operating costs to allow it to continue as a going concern. The
     financial statements do not include any adjustments that might result if
     the Company is unable to continue its operations.

     Management of the Company indicates that it has entered into and is
     currently negotiating additional contracts for its products and services.
     The Company is also exploring the licensing or sale of its intellectual
     property and existing contracts to raise additional capital.

(3)  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 prepaid $10,385 of principal. The remaining
     maturities of this note are $10,385, 2001; $41,538, 2002: $41,538, 2003;
     and $31,154, 2004.

     On August 17, 1999 the Company entered an agreement with the Iowa
     Department of Economic Development (IDED) whereby the Company would receive
     $100,000 of financial assistance under the Community Economic Betterment
     Account (CEBA). Under the terms of the agreement, the Company pays 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. The first scheduled semi-annual
     payment is June 1, 2001 and is $5,530.

     The Company has a $200,000 line of credit with a bank bearing interest at
     the bank's commercial base rate. Funds advanced are secured by the
     Company's accounts receivable and property and equipment. The line of
     credit matures November 10, 2001. There were no borrowings outstanding at
     September 30, 2000.

(4)  Stock Options

     On February 1, 1999 and March 4, 1998 the president of the Company granted
     options to purchase 7,805,025 and 6,191,800, respectively, shares of common
     stock of the Company


                                       21
<PAGE>

                                SNAP2 CORPORATION

                          Notes to Financial Statements

                    September 30, 2000 and December 31, 1999

     owned by him, (adjusted for the February 28, 2000 merger) to employees of
     the Company and consultants to the Company for $0.10 and $0.05 per share,
     respectively. These options were issued at fair value at the date of
     granted and were accounted for as if such options were issued directly by
     the Company. The options vest three years from the date of grant.

     The Company's Board of Directors adopted the Stock Option Plan (the Plan)
     effective March 15, 2000. Under the Plan options may be granted to
     employees, officers, consultants, directors and advisors to purchase up to
     an aggregate of 1,000,000 shares of the Company's common stock. Options
     granted under the Plan may be options that are intended to qualify as
     incentive stock options and options that are not intended to so qualify. If
     incentive stock options are granted to a person possessing more than ten
     percent of the combined voting power or value of all classes of stock of
     the Company, the exercise price shall not be less than 110% of the
     Company's common stock fair market value on the date of grant. Under the
     Plan, the term of options may not exceed ten years unless an incentive
     stock option is granted to a stockholder who owns more than ten percent of
     the combined voting power of the Company, then the term may not exceed five
     years. The Board of Directors determines the exercise price, vesting period
     of options at the date of grant and other conditions as specified in the
     Plan.

     The Company applies the provisions of APB No. 25 and related
     interpretations in accounting for stock options and related compensation
     expense, if any, under the Plan. Compensation expense of $900 was
     recognized for stock options issued below fair value to employees to
     purchase 105,000 shares of the Company's common stock during the year ended
     September 30, 2000.

     Had the Company determined compensation cost based on the fair value at the
     grant date for stock options including options granted by the Company's
     president under SFAS 123, the Company's net loss and net loss per share
     would have been as indicated below:

                                                        2000           1999
                                                    -----------     ----------

         Net loss - as reported                     $  (967,039)     (423,147)
         Net loss - pro forma                        (1,102,754)     (515,332)
         Basic loss per share - as reported               (0.07)        (0.04)
         Basic loss per share - pro forma                 (0.08)        (0.05)
         Diluted loss per share - as reported             (0.07)        (0.04)
         Diluted loss per share - pro forma               (0.08)        (0.05)

     The fair value of each option granted is estimated on the date of grant
     using the Black-Scholes option valuation model with the following weighted
     average assumptions used for grants during fiscal 2000: risk-free interest
     rate of 6.5%, dividend yield of 0.0%, expected


                                       22
<PAGE>

                                SNAP2 CORPORATION

                          Notes to Financial Statements

                    September 30, 2000 and December 31, 1999

     volatility of 110%, and expected lives of 5 years. The fair values of the
     option grants in fiscal 2000 were $1.64 to $2.02 per share. As the Company
     was a nonpublic entity until February 28, 2000, it is permitted under SFAS
     123 to use the "minimum value" method to value stock options granted prior
     to February 28, 2000. Under the "minimum value" method expected volatility
     is effectively zero. The weighted average fair value of stock options
     granted by the Company's president for the years ended December 31, 1999
     and 1998 were $0.03 and $0.01, respectively. The effects of applying SFAS
     123 may not be representative of the effects on reported net earnings
     (loss) for future years.

     The stock option activity under the Plan during the year ended September
     30, 2000 is summarized as follows:

                                                                   Weighted-
                                                        Year       average
                                                        ended      exercise
                                                        2000        price
                                                     ---------    ---------

        Beginning Balance                            $      --           --
        Granted                                        470,000         2.44
        Exercised                                           --           --
        Canceled                                       (75,000)        2.88
                                                     ---------    ---------

        Ending Balance                               $ 395,000         2.36
                                                     =========    =========

        Options exercisable at period end            $      --
                                                     =========

At September 30, 2000, 605,000 stock options were available for grant.

The options outstanding under the Plan as of September 30, 2000 have the
following attributes:

        Option statistics                      $2.03        $2.50      $3.00
            by price rages:                   to $2.49     to $2.99   and over
                                             ----------    --------   --------

        Options outstanding                     280,000     75,000     40,000
        Weighted-average price               $  2.14        2.63       3.38
        Weighted-average remaining life         9.7 yrs     9.7 yrs    9.5 yrs
        Number exercisable                       --          --         --



                                       23
<PAGE>

                                SNAP2 CORPORATION

                          Notes to Financial Statements

                    September 30, 2000 and December 31, 1999

(5)  Income Taxes

     Prior to February 28, 2000 the Company was an S corporation for income tax
     purposes and the tax profits or losses passed through to the shareholders.
     On a proforma basis as if the Company had been taxed as a C corporation for
     the year ended December 31, 1999 there would have been no income taxes or
     benefits since the Company had a net operating loss and the benefit of such
     carryforward would not have been recognized.

     The income tax expense for 2000, differs from the "expected" tax expense
     computed by applying the United States federal income tax rate of 34% to
     the loss before income taxes, as follows:

                                                                   2000
                                                                ----------

         Computed "expected" tax benefit for the period
             February 28, 2000 through September 30, 2000,
             the C corporation period                           $ (264,114)
         Increase (decrease) in "expected" tax expense
             resulting from:
               Net operating loss carryforward
                 not recognized                                    266,000
               Other, net                                           (1,886)
                                                                ----------

               Income tax benefit                               $       --
                                                                ==========

     At September 30, 2000 the only temporary difference that gave rise to a
     significant portion of deferred income tax assets was a net operating loss
     carryforward. The net operating loss of approximately $788,000 expires in
     2020. A valuation allowance has been established for $268,000. The
     valuation allowance at September 30, 2000 increased $266,000.

(6)  Related Party

     ISES Canada, a Canadian Company with common ownership through the Company's
     president, provides software development and consulting services to the
     Company. Fees paid or accrued to ISES Canada totaled $322,802 and $299,603
     for the years ended September 30, 2000 and December 31, 1999, respectively.



                                       24
<PAGE>

                                SNAP2 CORPORATION

                          Notes to Financial Statements

                    September 30, 2000 and December 31, 1999

(7)  Business and Credit Concentration

     For the year ended September 30, 2000 the Company had three customers who
     accounted for approximately 66% of total sales. Included in trade accounts
     receivable at September 30, 2000 was $99,163 due from these customers.

(8)  Leases

     The Company leases an office facility under an operating lease. For the
     year ended September 30, 2000, rent expense was approximately $42,000.

     At September 30, 2000, the Company's future minimum Lease obligations are
     approximately:

                 Year ending
                September 30,
                -------------

                     2001              $63,000
                     2002               58,500
                     2003               60,000
                     2004               61,000
                     2005               39,000
                                      --------
                                      $281,500
                                      ========

                                       25
<PAGE>

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

The Company is the resulting corporation of a merger between White Rock
Enterprises, Ltd. (the Company, n/k/a SNAP2 Corporation) and ISES Corporation,
an Iowa corporation which was effective on February 28, 2000. Prior to that time
the Company was a "shell" corporation and ISES Corporation was an operating
company. The Company was the surviving corporation of the merger. ISES
Corporation (as a predecessor to the Company) has not had any change in its
accountants during the last three years or any disagreement with its accountants
during that period which are the type required to be disclosed under this Item.
However, on December 15, 2000, the Board of Directors of SNAP2 Corporation (the
"Company") approved the hiring of KPMG LLP (KPMG) as the Company's independent
accountants for the audit of the financial statements of the Company for the
year ended September 30, 2000. The Company's previous accountant (prior to the
merger) was Barry L. Friedman, P.C., Las Vegas, Nevada, ("Friedman").

The audit report of Friedman on the financial statements of the Company for the
period ended September 30, 1999 did not contain an adverse opinion or disclaimer
of opinion, nor was the report qualified or modified as to uncertainty, audit
scope, or accounting principles, except as to an uncertainty regarding the
Company's ability to continue as a going concern due to recurring losses and the
absence of sources of revenue.

To the knowledge of management, during the audit of the period ended September
30, 1999 , there were no disagreements with Friedman on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

The change in the Company's accountants was previously reported on the Company's
Current Report on Form 8-K filed with the SEC on December 20, 2000.

PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Officers.

The Company's directors and executive officers are as follows:

<TABLE>
<CAPTION>
                  Name                      Age                             Positions
                  ----                      ---                             ---------
<S>                                         <C>               <C>
         Dean R.("Rick") Grewell III        42                President, CEO and Director

         Steven L. Johnson                  40                Vice President of Marking and Director

         Antony Hoffman                     39                Vice President of Research and
                                                               Development and Director

         Mark Malinak                       39                Vice President of Sales and Director
</TABLE>


                                       26
<PAGE>

<TABLE>

<S>                                         <C>
         Dean Davis                         26                Director

         Mike Hennel                        41                Director
</TABLE>

The terms of each director of the Company will expire in January 2001 or at such
time as their successors shall have been elected and qualified.

Rick Grewell has been the President, CEO and a Director of the Company since the
merger with ISES Corporation. Prior to merger Mr. Grewell was President and CEO
of ISES Corporation since September 7, 1996. Prior to that time Mr. Grewell was
employed by Microware Systems Corporation, in Clive, Iowa ("Microware") for
approximately 12 years.

Steven Johnson has been a Vice President and Director of the Company since its
merger with ISES Corporation. Prior to the merger Mr. Johnson was Vice President
of Marketing of ISES Corporation since February 1, 1999. Mr. Johnson was
previously employed by Microware for approximately 11 years.

Antony Hoffman has been a Vice President and Director of the Company since its
merger with ISES Corporation. Prior to the merger Mr. Hoffman was Vice president
of Marketing of ISES Corporation since February 1, 1999. Mr. Hoffman was
previously employed at Microware for approximately 13 years.

Mark Malinak has been a Vice President and Director of the Company since its
merger with ISES Corporation. Prior to the merger Mr. Malinak was Vice President
of Sales of ISES Corporation since February 1, 1999. Prior to joining the
Company, Mr. Malinak had been employed at Microware for approximately 4 years
and at Sun Microsystems, Palo Alto, California for 2 years.

Dean Davis has been a Vice President and Director of the Company since its
merger with ISES Corporation. Prior to the merger Mr. Davis had been a graphics
artist with ISES Corporation since February 6, 1998.

Mike Hennel has been a Director of the Company since June 14, 2000. Mr. Hennel
is President and CEO of Silvon Software, a position he has held since 1987.

The number of directors for the Company is currently set at six. The Bylaws
permit the Board of Directors to establish the number of directors at not less
than one (1) nor more than fifteen (15). Each of Company's directors is elected
to a one year term and until his or her successor is elected. Directors need not
be shareholders of the Company or residents of any particular jurisdiction.

The officers of the Company are to be elected annually by the board of directors
at its annual meeting, and hold office until the next annual meeting of the
board of directors and until their successors are chosen. Officers may also be
removed by the board of directors at any time, with or without cause. Officers
need not be a director or a shareholder of the Company.


                                       27
<PAGE>

No executive officer or director of the Company has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or of any
regulatory agency enjoining him from acting as an investment advisor,
underwriter, broker or dealer in the securities industry, or as an affiliated
person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities nor has any such person been the subject of
any order of a state authority barring or suspending for more than sixty (60)
days, the right of such a person to be engaged in such activities or to be
associated with such activities.

No executive officer or director of the Company has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

No executive officer or director of the Company is the subject of any pending
legal proceedings.

Section 16(a) Beneficial Ownership Reporting Compliance

Directors and officers Steven L. Johnson and Antony Hoffman filed form 3s on
December 14, 2000 to disclose options given to them in February 1999 with
respect to an aggregate (as adjusted for stock splits and shares issued pursuant
to the merger) of 1,734,450 shares each of Company common stock currently owned
by Director and President Dean R. Grewell III. Mr. Grewell's related Form 4
disclosing these options was also filed on December 14, 2000.

ITEM 10: EXECUTIVE COMPENSATION

Summary Compensation Table

The following summary compensation table shows the compensation paid by the
Company to its chief executive officer and each of its executive officers whose
salary and bonus for the year ended September 30, 2000 exceeded one hundred
thousand dollars ($100,000).

                           Summary Compensation Table


Name and                         Fiscal Year        Salary           Bonus
Position                         Ended 9/30         ------           -----
--------                               ----
Dean R. Grewell, III             2000              $138,866            $0
President and CEO                1999              $120,090            $0
                                 1998                    $0            $0

Mark Malinak
Vice President Sales             2000              $125,000      $122,887 (1)
                                 1999              $115,385            $0
                                 1998                    $0            $0

(1)  Sales Commission income.


                                       28
<PAGE>

Director Compensation

The Company at this time only reimburses travel and communication expenses for
board meetings. The Company believes in the future outside directors will be
compensated with money and stock options. There is no plan currently in place.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of the Company's
equity securities by each of the Company's directors and executive officers and
each person known by the Company to be the beneficial owner of more than five
percent (5%) of the Company's voting securities.

                            Security Ownership Table

<TABLE>
<CAPTION>
            Name and Address of                                              Number of              Percentage
              Beneficial Owner                                               Shares(1)             Ownership(1)
              ----------------                                               ---------             -----------
<S>                                                                       <C>                      <C>
Dean R. Grewell, III
1032 54th, West Des Moines, Iowa 50266                                    4,653,175(2)(3)          16.70%(2)(3)

Steven L. Johnson                                                         1,734,450(3)(4)           6.23%(3)
1620 NW 120th Street, Clive, Iowa 50325

Antony F. Hoffman                                                         1,734,450(3)(4)           6.23%(3)
10113 NW 80th Lane, Grimes, Iowa 50111

Mark Malinak                                                              1,734,450(5)              6.23%(3)
8006 Monona Avenue, Austin, Texas 78717

Dean Davis                                                                1,547,950(5)              5.51%(3)
86 Markham Street, Toronto, Ontario Canada M6J 2G5

Mike Hennel                                                                    -0-                     0%
900 Oakmont, Westmont, Illinois 60559

All executive officers and directors as Group (6 persons)                11,404,475                40.94%
</TABLE>


(1)  Ownership totals and percentages are computed based on the actual number of
     shares of Company common stock issued and outstanding (17,856,000) plus
     10,000,000 additional shares to be issued on February 28, 2002 in exchange
     for 10,000 shares of the Company's $.001 par value preferred stock
     currently held of record by Mr. Grewell. The totals and percentages do not
     include options for 395,000 shares of common stock granted to non-executive
     employees of the Company under the Company's Incentive Stock Plan, none of
     which were exercisable at September 30, 2000. The totals and percentages
     also include options granted by Mr. Grewell in


                                       29
<PAGE>


     February of 1999 and March of 1998 the final agreements with respect to
     which, have not yet been executed.

(2)  Includes 10,000,000 shares of common stock to be issued on February 28,
     2002 in exchange for 10,000 shares of preferred stock held of record by Mr.
     Grewell.

(3)  Assumes exercise of all options granted by Mr. Grewell (12,064,425 shares
     total), which subject to vesting, the exercise date of which is
     immediately, February 2, 2000 or March 4, 1999 depending on the option
     agreement.

(4)  Subject to vesting, call option exercisable February 2, 2000 and expires
     March 4, 2008.

(5)  Messrs. Malinak and Davis were granted options as of February 1999 and
     March 1998 for 1,734,450 shares (as adjusted) and 1,547,950 shares (as
     adjusted), respectively, but final agreements are not executed and the
     options are therefor subject to cancellation.

Other than Alex Resh, an employee of the Company who has options from Mr.
Grewell with respect to 1,734,450 shares of common stock (6.23% of the Company,
if exercised), management of the Company is not aware of any person or entity
beneficially owning in excess of five percent (5%) of the Company's common
stock.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

With the exception of (i) a loan to the Company from Dean R. Grewell, Jr.
(father of Dean R. Grewell III) and (ii) payments for services rendered by ISES
Canada, as described in Note 3 and Note 6, respectively, to the Company's
audited financial statements included in Item 7 above, the Company has not been
a party to any transaction during the last two years, or proposed transaction,
of the type required to be disclosed under this Item. The transactions to which
this Item applies are transactions involving the Company and in which any of the
following types of persons had or is to have a direct or indirect material
interest:

     o    any director or officer of the Company,

     o    any nominee for election as a director of the Company,

     o    any beneficial owner of more than 5% of the Company's common stock, or

     o    any member of the immediate family of any person referred to above.

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     The following are the exhibits to this annual report.


                                       30
<PAGE>


         Exhibit No.      Description of Exhibit

             2.1          Acquisition Agreement and Plan of Merger (Incorporated
                          by reference to Exhibit 1.1 to the Company's Current
                          Report on Form 8-K filed March 1, 2000)

            *3.1          Articles of Incorporation, as amended

            *3.2          Bylaws, as amended

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

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

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

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

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

            10.6          In-Flight Entertainment Software License Agreement
                          dated March 31, 1999 between Airtours International
                          Airways, Limited and ISES Corporation (Incorporated by
                          reference to the Company's 10QSB for the period ended
                          March 31, 2000)

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

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

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

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

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


                                       31
<PAGE>


           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 10QSB for
                          the period ended June 30, 2000)

           10.14          ISES Statement of Work for the Motorola Streamaster
                          User Interface Stallone V1.1 dated as of April 28,
                          2000 (Incorporated by reference to the Company's 10QSB
                          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 10QSB for the period ended
                          June 30, 2000)

           *27.1          Financial Data Schedule

         *Filed herewith

(b)      Report on Form 8-K

     A report on 8-K describing a change in the Company's independent auditors
was filed on December 20, 2000.


                                       32
<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:  December 29, 2000                    By: /s/ Dean R. Grewell
                                                -----------------------------
                                                Dean R. Grewell, III,  President


                                       33