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, 2001

[ ] 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: $1,778,436

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates: $1,571,200 as of December 31, 2001. 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 31, 2001.

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

As of December 31, 2001, the  registrant had 17,856,000  shares of common stock,
$.001 par  value,  issued  and  outstanding  and  10,000  shares of  convertible
preferred  stock issued and outstanding  which are  convertible  into 10,000,000
shares of common stock, $.001 par value, on February 28, 2002.

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



                                       ii

<PAGE>


                      2001 FORM 10-KSB -- TABLE OF CONTENTS

                                                                            Page
PART I                                                                      ----

    Item 1.  Description of Business.........................................1
    Item 2.  Description of Property.........................................7
    Item 3.  Legal Proceedings...............................................7
    Item 4.  Submission of Matters to a Vote of Security Holders.............8

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters........8
    Item 6.  Management's Discussion and Analysis or Plan of Operation.......9
    Item 7.  Financial Statements...........................................14
    Item 8.  Changes In and Disagreements with Accountants on
                Accounting and Financial Disclosure.........................27

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act............27
    Item 10. Executive Compensation.........................................30
    Item 11. Security Ownership of Certain Beneficial Owners and Management.30
    Item 12. Certain Relationships and Related Transactions.................32
    Item 13. Exhibits and Reports on Form 8-K...............................32





                                       iii
<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.

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


                                       1
<PAGE>

     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.

On November 26, 2001 the Company entered into an Amended and  Substituted  Asset
Purchase  Agreement  ("Agreement")  with  Inflight  Digital  Limited,  a company
incorporated  under the laws of England and Wales ("Buyer") which  superceded an
earlier Asset Purchase  Agreement  between the parties dated  September 6, 2001.
Pursuant  to the  Agreement,  the  Company  agreed  to sell to the  Buyer all of
Company's IFE assets.  The IFE assets  include all of the  Company's  rights and
obligations  under its contracts with airline operators for the provision of IFE
products and services,  the Company's  rights and obligations  under license and
distribution agreements relating to its IFE business, Company's files, books and
records  relating to its IFE assets and other  tangible  property  and  physical
assets used by the Company solely in connection  with IFE business.  The Company
also granted Buyer a perpetual,  royalty free,  exclusive  worldwide  license to
use, for IFE business,  only,  the Company's  intangible  properties  and rights
relating to its IFE  business.  Terms of the IFE sale  include a total  purchase
price for the sale and license of the IFE assets of $300,000  plus (i) fifty per
cent (50%) of all revenue received by Buyer from certain existing  customers for
a period of three (3) years after the closing; (ii) twenty-five percent (25%) of
all revenues  received by Buyer under  certain new business  generated by Buyer;
(iii) an amount not to exceed  $100,000 of the  existing  contract  with British
Airways as assigned to Buyer plus fifty percent (50%) of all revenue received by
Buyer from British  Airways during the three (3) years after  closing;  and (iv)
$75,000  upon  receipt of the  consent  from Air France  that it will expand the
number of aircraft  using the software and fifty  percent  (50%) of the revenues
received  from Air  France  during  the  three  (3)  years  after  closing.  The
transaction  is described in the Company's  Current Report on Amendment No. 1 to
Form 8-K which was filed with the Securities and Exchange Commission on December
10, 2001. In November  2001, the Company  received  $300,000 as a result of this
transaction,  which was  recorded  as a gain on sale.  Additional  amounts to be
received  will be recorded as license fees.  The Company's  fees related to this
Agreement  for the years ended  September  30, 2001 and 2000 were  $496,260  and
$294,751,  respectively.  Had the  transaction  occurred at the beginning of the
years  ended  September  30,  2001 and 2000,  license  fee  revenues  would have
approximated  $345,000  and  $122,000,  respectively.  The  Company's  operating
expenses will not be reduced as a result of this transaction.

The Company  continues  to develop  software and service the STB industry and to
explore emerging  markets for embedded  software  technologies.  The Company has
engaged with companies  creating embedded devices  technologies such as Internet
appliances,  personal  digital  assistants  and  wireless  devices.  The Company
believes 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.


                                       2

<PAGE>

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

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

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

Consulting Services.  The Company is staffed with software engineers experienced
in software design and programming for emerging  embedded  computer  systems and
digital graphic artists experienced in graphical user interfaces and display for
consumer  electronic  applications.  The Company has provided  embedded software
services to Motorola,  Microsoft,  Rockwell  Collins and Canal+ for  interactive
television and Internet appliances.

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

Revenues.  Through September 30, 2001, the Company's  revenues were derived from
software and engineering  consulting services provided to interactive television
equipment manufacturers and technology providers,  and license fees and renewals
of its SNAP2  Travel  Kit  Games for the IFE  market.  Consulting  services  are
recognized  using the invoice  amount for labor hours as services are performed.
Consulting  services are typically performed under contracts of up to six months
in duration and are renewable.  The Company's IFE revenues were comprised of two
types:  (i) license  fees from  airlines  for Airsoft  Travel Kit


                                       3

<PAGE>

Game  products  previously  sold;  and (ii)  OEM  initial  product  sales to IFE
equipment  manufacturers  for SNAP2 Travel Kit Game  products.  License fees are
recognized as revenue upon contract  signing and shipment of the software master
copy or download of software by the  customers  since the Company does not incur
significant  additional  support  costs.  Maintenance  fees  from the  Company's
software  products  are  recognized  ratably  over the  term of the  maintenance
contract, which is typically one year in duration.

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

On November 26, 2001 the Company sold its IFE assets;  however, during the three
years after the sale,  the Company will receive a certain  percentage of certain
revenues  collected by the Buyer. The initial $300,000  received was recorded as
gain on the sale and additional amounts will be recorded as license fees.

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 expects research and development expenses
will  increase  in the  future as  additional  personnel  are  hired to  support
anticipated  product development  efforts.  During the years ended September 30,
2001  and  2000  the  Company  expended  approximately  $921,000  and  $515,000,
respectively, on research and development expense.

Employees.  At September 30, 2001, the Company had 18 full time employees and no
part time  employees.  During  the year ended  September  30,  2001 the  Company
reduced its work force by 3 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    Additional Funding Needed. The Company needs additional funding to pay
          its  obligations  as they come due,  further  develop or  enhance  its
          products,  and take  advantage of future  opportunities  or respond to
          competitive pressures or unanticipated  requirements.  The Company was
          unable to meet  payroll  for several pay periods and was unable to pay
          vendors until it sold its IFE assets.


                                       4

<PAGE>

          The  Company's  original  financing  plans  were to obtain  funding of
          approximately   $2,000,000  as  a  result  of  the  merger  with  ISES
          Corporation  on  February  28,  2000.  Only  $615,650  of funding  was
          received. As a result of the unfunded commitment,  the Company entered
          into a $200,000  line of credit with a bank,  which is guaranteed by a
          stockholder,  and entered in other debt  arrangements of approximately
          $100,000. Also, the Company delayed paying vendors and employees.

          Recently,  the  Company  sold  its  IFE  assets  for  $300,000,   with
          additional  amounts  due to the  Company  upon  collection  of certain
          revenues  by  the  Buyer  of the  IFE  assets.  The  Company  is  also
          investigating  several  other  financing  activities,  but there is no
          assurance that any funding will be obtained, or if obtained, the terms
          thereof  may not be  favorable.  Also,  the  Company  has  focused its
          efforts on increasing revenues, primarily consulting revenues, but has
          been  unable to  consistently  generate  profitable  operations.  As a
          result of the continued losses, the Company is analyzing its costs and
          expenses and continues to seek and investigate transactions that would
          generate  cash;   however,   there  is  no  assurance  that  any  such
          transaction will be identified or successfully  closed.  If additional
          capital  cannot be obtained on acceptable  terms,  if and when needed,
          the  Company  may  not be able  to  further  develop  or  enhance  its
          products,  take  advantage  of  future  opportunities  or  respond  to
          competitive  pressures  or  unanticipated  requirements,  any of which
          could have a material adverse effect on the Company's business.

     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, 2001,  had an  accumulated  deficit of
          $2,192,581  and a  stockholders'  deficit of  $803,587.  To date,  the
          Company  has  recognized  growing  revenue,  however;  its  ability to
          generate revenue is subject to substantial uncertainty and it has been
          unable to generate profitable operations. The Company expects to incur
          significant sales and marketing,  research and development and general
          and  administrative  expenses.  The  Company  will  need  to  generate
          significant  revenues to achieve  profitability and positive operating
          cash  flows and  there are no  assurances  this  revenue  level can be
          obtained.  Even if profitability and positive  operating cash flow are
          achieved, the Company may not be able to achieve,  sustain or increase
          profitability or positive operating cash flow on a quarterly or annual
          basis.

     o    Dependence  on Key  Customer.  The  Company's  revenue is dependent on
          consulting  services performed for 1 key customer.  For the year ended
          September 30, 2001 62% of the Company's revenue was generated for this
          single customer.  Due to the sale of the IFE assets,  the Company will
          become more dependent on these customers.

     o    The Company's  Limited  Operating  History and the Emerging Market for
          Interactive    Television   Make   Its   Future   Financial    Results
          Unpredictable.  The  Company's  business and  prospects  depend on the
          development  and market  acceptance  of  interactive  television.  The
          Company's  future  revenue  prospects  are subject to a high degree of
          uncertainty.  For the year  ended  September  30,  2001,  the  Company
          derived approximately 31% of its revenues from in-flight entertainment
          software license fees and 69% from interactive  television  consulting
          services. On November 26, 2001 the Company sold its IFE assets. In the
          future,  however,  the Company intends to generate  revenue  initially
          from  consulting   services  and


                                       5
<PAGE>

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

     o    The Company's Business is Dependent Upon the Successful  Deployment of
          Digital  Set Top  Boxes for  Interactive  Television  Targeted  by the
          Company.  The Company's software products target specific  interactive
          television  systems and the  opportunity  to  generate  revenue can be
          directly related to the number and the timing of systems deployed.  It
          is the Company's  intent to pursue and support the most popular system
          platforms  for  these  markets.  If the  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:

               o    rapid technology change;

               o    frequent product upgrades and enhancements;

               o    changing   customer   requirements   for  new  products  and
                    features; and

               o    multiple, competing and evolving industry standards.


                                       6
<PAGE>

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

          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 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 base rent  thereunder  for the  year-ended  September  30, 2001 is
approximately $60,000 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.


                                       7
<PAGE>

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, 2001.

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, 2001, 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,  2001 the  Company  had  approximately  998  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
         December 31, 2000                         $1.875             $0.375
         March 31, 2001                            $1.5625            $0.4688
         June 30, 2001                             $1.07              $0.35
         September 30, 2001                        $0.90              $0.40

On December  31,  2001,  the  closing bid and ask prices of the common  stock as
reported  on  the  OTC   Electronic   Bulletin   Board  were  $0.20  and  $0.21,
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.

Effective  February 28, 2000, SNAP2  Corporation  (f/k/a White Rock Enterprises,
Ltd.) (the Company) merged with ISES Corporation (ISES), with the Company as the
surviving  corporation.  At the date of the


                                       8
<PAGE>

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

In connection with the merger of ISES with and into the Company, the Acquisition
Agreement and Plan of Merger  (previously  filed as Exhibit 1.1 to the Company's
Current  Report on Form 8-K filed March 1, 2000)  provided  for the  issuance of
10,000,000  shares of common stock and 10,000  shares of  convertible  preferred
stock for 100% of the  outstanding  shares of ISES.  The  convertible  preferred
stock  automatically  converts to 10,000,000  shares of common stock on February
28, 2002. Also in connection with the merger, an additional  2,200,000 shares of
common  stock were issued to others in exchange  for  locating  investors  and a
commitment to raise  $2,000,000 to fund the Company's  working capital needs and
general corporate purposes. As of September 30, 2001, $615,650 of the $2,000,000
had been  received  and  recorded  as  additional  paid-in  capital.  Management
believes  that it is unlikely  that any  additional  capital will be provided by
those entities,  and is in the process of attempting to recover as many of those
shares as possible.  As of September 30, 2001,  approximately  1,097,000  shares
have  been  surrendered  by  these  entities  in  lieu  of  additional   capital
contributions. The Company has not taken action to either establish these shares
as treasury  stock or to cancel them and return them to authorized  but unissued
shares.  Accordingly,  the shares are  outstanding  in the names of the original
owners on the Company's stock records.  The Company plans to cancel these shares
and return them to authorized but unissued shares.

ITEM 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.

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

The Company  intends to derive the primary  portion of its future revenue growth
through  Company  software  and  engineering  consulting  services.  The Company
intends to continue  engaging in consulting  services  with


                                       9
<PAGE>

original  equipment  manufacturers  (OEMs),  network  operators  and  technology
providers.  The service  engagements are strategic to the Company as it provides
licensing opportunities for software product and product development.

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

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

Research  and  Development.  Primarily  consists of payroll  and  related  costs
(salaries,   payroll  taxes,  employee  health  insurance  and  employer  401(k)
contributions)  of  engineering  and  software  development  staff,  as well as,
amounts paid to independent  development  consultants,  to develop  software and
graphic arts owned and utilized by the Company.  During the year ended September
30, 2001, the Company increased the amount of time its product development staff
was utilized on consulting engagements.  The Company expects to continue using a
significant  amount of its development  staff on consulting  projects during the
next  year  as  it  strives  to  achieve  more  revenues  and  IFE   development
requirements will be reduced due to the sale of the IFE assets.

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

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

Results of Operations

Since  inception,  the Company has been  engaged  primarily  in the  business of
developing  and  licensing  software  products  and  providing  engineering  and
software and software consulting services.  In an effort to increase revenues as
the Company attempts to reduce its operating  losses,  the Company has increased
the amount of  consulting  services it  performs  and has  utilized  more of its
product development  personnel to perform these services.  During the year ended
September  30,  2001 the Company  was not able to meet its  obligations  to make
payroll on several  occasions and has delayed  paying  vendors.  In an effort to
improve its liquidity,  the Company has increased its consulting  activities and
sold its IFE assets on November 26, 2001. The Company used the initial  proceeds
from this  transaction to become current on its payroll  obligations  and become
more current on its vendor  obligations.  See additional  comments in "Liquidity
and Capital  Resources".  Accordingly,  historical results of operations are not
indicative  of  and  should  not  be  relied  upon  as an  indicator  of  future
performance.


                                       10
<PAGE>

Year Ended September 30, 2001 and 2000

Revenues

Total revenues  increased  141% to $1,778,000  for the year ended  September 30,
2001,  compared to $737,000 for the year ended  September 30, 2000. The increase
was related  primarily  to an increase in software  and  engineering  consulting
services.  Consulting services represented 69% and 53% of revenues for the years
ended September 30, 2001 and 2000, respectively. During the year ended September
30, 2001,  transactions  with Microsoft and Air France accounted for 62% and 11%
respectively of the Company's total revenues.

Cost of Revenue

Cost of revenue  increased  123% to $570,000  for the year ended  September  30,
2001,  compared to $256,000 for the year ended  September 30, 2000. The increase
was related to more work performed on consulting projects.

Research and Development

Research and  development  expense  increased 80% to $921,000 for the year ended
September 30, 2001,  compared to $513,000 for the year ended September 30, 2000.
The increase was related to an increased number of employees  working on product
development,  prior to the  Company  focusing  its  efforts  more to  consulting
services.

Sales and Marketing

Sales  and  marketing  expense  increased  25% to  $636,000  for the year  ended
September 30, 2001,  compared to $508,000 for the year ended September 30, 2000.
The  increase  was related to  increased  sales  efforts  related to  consulting
services and analyzing product development opportunities.

General and Administrative

General and administrative  expense increased 27% to $518,000 for the year ended
September 30, 2001,  compared to $407,000 for the year ended September 30, 2000.
The  increase  was due to costs and  expenses  needed to support  the  Company's
ongoing operations.

Interest Expense

Interest expense increased 70% to $34,000 for the year ended September 30, 2001,
compared to $20,000 for the year ended  September 30, 2000. The increase was due
to debt being outstanding for an entire year during the year ended September 30,
2001 and borrowing under the line of credit.

Net Loss

Net loss  decreased  7% to  $901,000  for the year  ended  September  30,  2001,
compared to $967,000  for the year ended  September  30,  2000.  The increase in
revenues were primarily offset by increased costs.


                                       11
<PAGE>

Liquidity and Capital Resources

Since its  inception,  the Company has  experienced  losses from  operations and
negative  cash flows.  At  September  30, 2001,  the Company had an  accumulated
deficit of $2,193,000 and a stockholders'  deficit of $804,000.  The Company has
not been able to pay its  obligations as they became due.  During the year ended
September  30, 2001,  the Company was not able to meet its  obligations  to make
payroll on several occasions and has delayed paying vendors.

At its inception on February 28, 2000,  (the date of filing of a Certificate  of
Merger  with the  Nevada  Secretary  of State),  the  Company  merged  with ISES
Corporation  with the  Company  as the  surviving  corporation.  The  merger was
arranged for the Company by Investment  Capital  Corporation and Pursuit Capital
LLC,  venture  capital firms located in Scottsdale,  Arizona in accordance  with
understandings  these entities reached with ISES Corporation to raise capital in
private transactions. According to their agreement, these entities were to raise
$2,000,000 to fund the Company's post-merger research and development, marketing
and overall expansion.  Pursuant to and in consideration of this arrangement and
the  identification  of the potential merger as an investment  opportunity,  the
Company issued 2,200,000 shares of its $.001 par value per share common stock to
these entities and/or their designees. During the fiscal quarter ended March 31,
2000 these entities  conducted a private  placement on behalf of the Company and
raised $760,000, the proceeds of which have been given to the Company. For these
funds,  the Company  issued an additional  760,000 shares of its $.001 per share
common  stock.  These  entities  are  obligated  to provide the Company  with an
additional  $2,000,000 in equity (without further issuance of equity  securities
by the  Company) of which  $615,650  was received  through  September  30, 2001,
leaving a balance of $1,384,350 to be provided by these  entities.  None of such
shares of common stock was or will be  registered  under the  Securities  Act of
1933, as amended.  Management  believes that it is unlikely that these  entities
will  provide  any  additional  capital to the  Company and is in the process of
attempting  to recover as many of such shares as  possible.  As of December  31,
2001,  1,097,000  shares  have been  surrendered  by those  entities  in lieu of
additional  capital  contributions.  The Company has not taken  action to either
establish  these  shares as treasury  stock or to cancel them and return them to
authorized but unissued shares.  Accordingly,  the shares are outstanding in the
names of the original owners on the Company's  stock records.  The Company plans
to cancel these shares and return them to authorized but unissued shares.

As a result of the unfunded commitment, the Company entered into a $200,000 line
of  credit  with  a  bank  on  November  10,  2000,  which  is  guaranteed  by a
stockholder.  The line of credit  matured in November  2001, but the Company has
not yet renewed the line.  The Company  intends to renew this line of credit and
there is no indication that the bank will not renew this line.

Due to continued  losses during the year ended  September 30, 2001,  the Company
was not able to meet it obligations to make payroll on several occasions and has
delayed paying vendors.  In an effort to improve its liquidity,  the Company has
increased is consulting  activities,  reduced its work force by three  employees
and sold its IFE assets.

On November 26, 2001 the Company entered into an Amended and  Substituted  Asset
Purchase Agreement with Inflight Digital Limited,  a company  incorporated under
the laws of England and Wales  ("Buyer").  The Company used the initial proceeds
from this  transaction to become current on its payroll  obligations  and become
more current on its vendor  obligations.  Terms of the IFE sale include at total
purchase  price for the sale and license of the


                                       12
<PAGE>

IFE assets of $300,000 plus (i) fifty  percent (50%) of all revenue  received by
Buyer from certain existing  customers for a period of three (3) years after the
closing;  (ii) twenty-five percent (25%) of all revenues received by Buyer under
certain new business  generated by Buyer; (iii) an amount not to exceed $100,000
of the existing  contract  with British  Airways as assigned to Buyer plus fifty
percent (50%) of all revenue  received by Buyer from British  Airways during the
three (3) years after  closing;  and (iv) $75,000 upon receipt of the consent of
Air France  that it will expand the number of aircraft  using the  software  and
fifty  percent  (50%) of the revenues  received from Air France during the three
(3) years after closing.

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

Since incorporation, ISES (the Company's predecessor in interest pursuant to the
merger) and the Company after the merger,  have  experienced  various  levels of
losses and negative cash flow from  operations and  notwithstanding  the merger,
expects to experience negative cash flows in the foreseeable  future,  without a
significant  reduction  in costs  and  expenses  or  increase  in  revenues.  In
addition,  the  Company  needs  to raise  additional  capital  to begin  product
development  efforts and there can be no  assurance  the merged  Company will be
able to obtain additional financing on favorable terms, if at all. If additional
capital cannot be obtained on acceptable terms, if and when needed,  the Company
may not be able to further  develop or enhance its products,  take  advantage of
future  opportunities  or  respond to  competitive  pressures  or  unanticipated
requirements, any of which could have a material adverse effect on the Company's
business.


                                       13
<PAGE>

ITEM 7: FINANCIAL STATEMENTS

                                SNAP2 CORPORATION

                              Financial Statements

                           September 30, 2001 and 2000

                   (With Independent Auditors' Report Thereon)




                                       14

<PAGE>






                          Independent Auditors' Report



     The Board of Directors
     SNAP2 Corporation:


We have audited the accompanying  balance sheets of SNAP2  Corporation (a Nevada
Corporation)  as of September 30, 2001 and 2000,  and the related  statements of
operations,  stockholders'  deficit,  and cash flows for the years  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 audits.

We conducted our audits 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  audits  provide  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,  2001 and 2000,  and the results of its  operations  and its cash
flows for the  years  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,  has a
stockholder's  deficit,  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.



     KPMG LLP
     Des Moines, Iowa
     December 14, 2001



                                       15
<PAGE>

                                SNAP2 CORPORATION

                                 Balance Sheets

                           September 30, 2001 and 2000

<TABLE>
<CAPTION>
                                       Assets                          2001          2000
                                                                  ------------    ----------
<S>                                                               <C>                 <C>
Current assets:
    Cash                                                          $     10,792        18,956
    Accounts receivable (notes 3 and 7)                                143,794       127,279
                                                                  ------------    ----------
               Total current assets                                    154,586       146,235

Equipment, net of accumulated depreciation (note 3)                     55,580        76,833

Other assets                                                               300         4,760
                                                                  ------------    ----------
               Total assets                                       $    210,466       227,828
                                                                  ============    ==========
                      Liabilities and Stockholders' Deficit
Current liabilities:
    Accounts payable                                              $    205,312        56,390
    Accrued payroll and related liabilities                            310,358        36,339
    Accrued royalty                                                     12,750         3,750
    Accrued interest payable                                            14,209            --
    Deferred income                                                     46,809         9,343
    Line of credit (note 3)                                            200,000            --
    Current portion of long-term debt (note 3)                          66,000        21,445
                                                                  ------------    ----------
               Total current liabilities                               855,438       127,267

Long-term debt, excluding current installments (note 3)                158,615       203,170
                                                                  ------------    ----------
               Total liabilities                                     1,014,053       330,437
Stockholders' deficit (note 4):
    Common stock - $0.001 par value;  50,000,000 shares
       authorized; 17,856,000 shares issued and outstanding
       at September 30, 2001 and 2000                                   17,856        17,856
    Convertible preferred stock  - $0.001 par value; 20,000,000
       shares authorized; 10,000 shares issued and outstanding
       at September 30, 2001 and 2000. Shares convert to
       common stock at a ratio of 1,000 shares of common for
       each share of convertible preferred stock
       on February 28, 2002                                                 10            10
    Additional paid-in capital                                       1,417,528     1,188,858
    Accumulated deficit                                             (2,192,581)   (1,291,683)
    Unearned compensation                                              (46,400)      (17,650)
                                                                  ------------    ----------
               Total stockholders' deficit                            (803,587)     (102,609)
                                                                  ------------    ----------
               Total liabilities and stockholders' deficit        $    210,466       227,828
                                                                  ============    ==========
</TABLE>

See accompanying notes to financial statements


                                       16
<PAGE>

                                SNAP2 CORPORATION

                            Statements of Operations

                     Years ended September 30, 2001 and 2000


                                                         2001           2000
                                                    ------------    -----------
Revenue (notes 7 and 10):
    License fees                                    $    496,260        294,751
    Consulting                                         1,229,708        387,723
    Maintenance and other income                          52,468         54,580
                                                    ------------    -----------
             Total revenue                             1,778,436        737,054

Cost of revenue                                          569,972        255,767
                                                    ------------    -----------
Gross profit                                           1,208,464        481,287

Expenses:
    Research and development (note 6)                    921,127        513,422
    Sales and marketing                                  636,086        508,233
    General and administrative                           518,430        406,757
                                                    ------------    -----------
             Total operating expenses                  2,075,643      1,428,412
                                                    ------------    -----------
             Loss from operations                       (867,179)      (947,125)

   Interest expense                                       33,719         19,914
                                                    ------------    -----------
             Net loss                               $   (900,898)      (967,039)
                                                    ============    ===========
Net loss per share:
    Basic and diluted                                      (0.05)         (0.07)
                                                    ============    ===========
Weighted average shares outstanding:
    Basic and diluted                                 17,856,000     14,536,175
                                                    ============    ===========
See accompanying notes to financial statements



                                       17
<PAGE>

                                SNAP2 CORPORATION

                       Statements of Stockholders' Deficit

                     Years ended September 30, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                 Additional
                                                            Common   Convertible    Paid       Accumulated   Unearned
                                                            Stock    Preferred    In Capital     Deficit    Compensation    Total
                                                            -------  ----------   ----------    ----------  ------------ ----------
<S>                                                         <C>             <C>       <C>         <C>         <C>         <C>
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
        common fiscal year end                                   --         --            --        52,256         --        52,256
     Issuance of common stock                                 7,856         --     1,179,004            --         --     1,186,860
     Stock options issued to employees below fair value          --         --        18,550            --    (18,550)           --
     Amortization of unearned compensation                       --         --            --            --        900           900
     Net loss                                                    --         --            --      (967,039)        --      (967,039)
                                                            -------   --------    ----------    ----------    -------    ----------
Balance September 30, 2000                                   17,856         10     1,188,858    (1,291,683)   (17,650)     (102,609)

     Capital contribution                                        --         --       188,790            --         --       188,790
     Stock options issued to employees below fair value          --         --        39,880            --    (39,880)           --
     Amortization of unearned compensation                       --         --            --            --     11,130        11,130
     Net loss                                                    --         --            --      (900,898)        --      (900,898)
                                                            -------   --------    ----------    ----------    -------    ----------
Balance September 30, 2001                                  $17,856         10     1,417,528    (2,192,581)   (46,400)     (803,587)
                                                            =======   ========    ==========    ==========    =======    ==========
</TABLE>

See accompanying notes to financial statements



                                       18
<PAGE>

                                SNAP2 CORPORATION

                            Statements of Cash Flows

                     Years ended September 30, 2001 and 2000


<TABLE>
<CAPTION>
                                                                    2001           2000
                                                                  ---------    ----------
Cash flows from operating activities:
<S>                                                               <C>            <C>
   Net loss                                                       $(900,898)     (967,039)
   Adjustments to reconcile net loss to net cash
     used by operating activities:
       Depreciation                                                  23,789        14,470
       Amortization of unearned compensation                         11,130           900
       Deferred income                                               37,466         4,375
       Changes in:
         Accounts receivable                                        (16,515)       (1,003)
         Accounts payable and accrued expenses                      446,150       (80,401)
                                                                  ---------    ----------
            Net cash used in operating activities                  (398,878)   (1,028,698)
                                                                  ---------    ----------
Cash flows from investing activities:
   Purchases of equipment                                            (2,536)      (71,163)
   Other assets                                                       4,460        (4,760)
                                                                  ---------    ----------
            Net cash provided by (used in) investing activities       1,924       (75,923)

Cash flows from financing activities:
   Proceeds from notes payable                                           --       100,000
   Repayment of notes payable and long-term debt                         --      (185,385)
   Proceeds from line of credit                                     200,000            --
   Proceeds from issuance of common stock                                --     1,186,860
   Additional paid-in capital from investors                        188,790            --
                                                                  ---------    ----------
            Net cash provided by financing activities               388,790     1,101,475
                                                                  ---------    ----------
Net decrease in cash                                                 (8,164)       (3,146)

Cash at beginning of year                                            18,956        22,102
                                                                  ---------    ----------
Cash at end of year                                               $  10,792        18,956
                                                                  =========    ==========
Supplemental disclosures:
   Cash paid for interest                                         $      --        20,076
                                                                  =========    ==========
</TABLE>

See accompanying notes to financial statements


                                       19
<PAGE>

(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.

     (a)  Reverse Acquisition

          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 no
          assets or liabilities,  had generated no revenues since inception, and
          had incurred  total  expenses of $6,100 since its inception on October
          8, 1998.  The merger  transaction  has been accounted for as a reverse
          acquisition. In such a transaction, the operating enterprise (ISES) is
          determined to be the  acquiring  enterprise  for  financial  reporting
          purposes. The historical financial statements of ISES are presented as
          the historical financial  statements of the combined  enterprise.  The
          equity of ISES is presented as the equity of the combined  enterprise,
          however,  the capital stock account of ISES is adjusted to reflect the
          par value of the outstanding  stock of the Company after giving effect
          to the number of shares  issued in merger.  For  periods  prior to the
          merger, the equity of the combined enterprise is the historical equity
          of ISES  prior to the merger  retroactively  restated  to reflect  the
          number of shares received in the merger.

          In connection with the merger, the Company 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.  As of  September  30,  2001,  $615,650  had been  received.
          Management  believes that it is unlikely that any  additional  capital
          will be  provided  and is in the process of  attempting  to recover as
          many of those shares as possible.  As of September 30, 2001, 1,097,000
          shares  have  been   surrendered   in  lieu  of   additional   capital
          contributions.  The Company has not taken  action to either  establish
          these  shares as  treasury  stock or to cancel them and return them to
          authorized   but  unissued   shares.   Accordingly,   the  shares  are
          outstanding in the names of the original owners on the Company's stock
          records.


     (b)  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 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.

     (c)  Equipment

          Equipment is stated at cost and is  depreciated  on the  straight-line
          method with estimated useful lives of 3 to 7 years.


                                       20
<PAGE>

     (d)  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 since the Company does not incur  significant  additional
          support costs.  Consulting  revenues are derived primarily from custom
          contract  engineering  work  and  training  and  consulting  services.
          Revenues from custom contract  engineering  work are recognized  using
          the  percentage  of  completion  method.  Revenues  from  training and
          consulting  services are  recognized  as the  services  are  rendered.
          Maintenance  revenues  are  recognized  ratably  over  the term of the
          related agreements.

     (e)  Fair Value of Financial Instruments

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

          o    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.

          o    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.

          o    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 judgment  and,  therefore,
               cannot be determined with precision. Changes in assumptions could
               significantly affect the estimates.

      (f)  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," (APB
               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
               grant. The Company provides  additional pro forma  disclosures as
               required  under  SFAS  No.  123,   "Accounting   for  Stock-Based
               Compensation" (see note 4).

       (g)  Income Taxes

               The  Company  accounts  for  income  taxes  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 rate is  recognized in income in the period that includes the
               enactment date.


                                       21
<PAGE>

       (h)  Earnings Per Share

               Basic earnings per share 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, 2001 and 2000,  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.

       (i)  Reclassification

               Certain amounts previously reported in the prior year's financial
               statements have been  reclassified to conform to the current year
               presentation.

(2)  Going-concern Matters

     The Company's financial statements are prepared using accounting principles
     generally  accepted in the United  States of America  applicable to a going
     concern,  which  contemplate  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.

     The  Company  has  entered  into and is  currently  negotiating  additional
     contracts  for its  products  and  services.  The Company  sold part of its
     intellectual  property (see note 10) and is also exploring the licensing or
     additional  sale of its  intellectual  property and is  attempting to raise
     additional  capital.  Also,  the Company has delayed  making  certain  debt
     payments and other obligations (see note 3).

(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 has not paid the $10,385 due under this note, as
     well as the accrued interest,  since July 1, 2000. The remaining maturities
     of this note are $41,538, 2002; $41,538, 2003; and $41,539, 2004. Principal
     payments have not been accelerated under this note by the noteholders.

     On  August  17,  1999  the  Company  entered  an  agreement  with  the Iowa
     Department of Economic Development (IDED) whereby the Company would receive
     $100,000 of financial  assistance under the Community  Economic  Betterment
     Account (CEBA). Under the terms of the agreement,  the Company shall pay an
     annual royalty equal to 1.5% of the prior year total gross revenues to IDED
     in  semi-annual  payments  each June 1 and  December  1, until a  repayment
     amount of $200,000 has been reached.  $24,462 was due under this  agreement
     at September 30, 2001.

     The Company has a $200,000  line of credit with a bank bearing  interest at
     the bank's  commercial  base rate, 8.9% at September 30, 2001. This line is
     guaranteed by a director/officer of the Company. Funds advanced are secured
     by the Company's accounts receivable and equipment.  At September 30, 2001,
     $200,000 was  outstanding  under the agreement.  The line of credit matured
     November 10, 2001 and the Company expects to renew this line.


                                       22
<PAGE>

(4)  Stock Options

     On February 1, 1999 and March 4, 1998 the president of the Company  granted
     options to purchase 7,805,025 and 7,077,412, respectively, shares of common
     stock of the Company  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 grant 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 5,000,000  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 $11,130 and $900
     was  recognized  for stock options  issued below fair value to employees to
     purchase  447,500 and 105,000  shares of the Company's  common stock during
     the years ended September 30, 2001 and 2000, respectively.

     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:

                                                     2001            2000
                                                -------------    ------------
         Net loss - as reported                   $  (900,898)       (967,039)
         Net loss - pro forma                      (1,308,519)     (1,102,754)
         Basic loss per share - as reported             (0.05)          (0.07)
         Basic loss per share - pro forma               (0.06)          (0.08)
         Diluted loss per share - as reported           (0.05)          (0.07)
         Diluted loss per share - pro forma             (0.06)          (0.08)

     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:  2001: risk-free interest rate of 5.0%, dividend yield
     of 0.0%,  expected  volatility of 110% and expected lives of 5 years; 2000:
     risk  free  interest  rate  of  6.5%,  dividend  yield  of  0.0%,  expected
     volatility of 110%, and expected  lives of 5 years.  The fair values of the
     option  grants  in fiscal  2001 and 2000 were  $0.41 to $1.24 per share and
     $1.64 to $2.02 per  share  respectively.  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


                                       23
<PAGE>

     effectively   zero.   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 years ended  September
     30, 2001 and 2000 is summarized as follows:

<TABLE>
<CAPTION>
                                                             Weighted-                     Weighted-
                                              Year ended      average      Year ended       average
                                             September 30,    exercise    September 30,     exercise
                                                 2001           price         2000           price
                                             -------------   ----------   -------------    ---------
<S>                                               <C>             <C>         <C>             <C>
Beginning balance                                  395,000         2.36              --           --
Granted                                          1,452,500         0.67         470,000         2.44
Canceled                                                --           --         (75,000)        2.88
                                             -------------                -------------
Ending Balance                                   1,847,500         1.03         395,000         2.36
                                             =============   ==========   =============    =========
zOptions excercisable at year end                   79,000                           --
                                             =============                =============
</TABLE>

     At September 30, 2001, 3,152,500 stock options were available for grant.

     The options  outstanding  under the Plan as of September  30, 2001 have the
     following attributes:

<TABLE>
<CAPTION>
<S>                                               <C>                 <C>               <C>
Option statistics by price ranges:                $    .52 to .99       1.00 to 1.99      2.00 and over
                                                     --------------   ---------------   -----------------
Options oustanding                                       1,300,000           152,500             395,000

Weighted-average price                            $           0.60              1.30                2.36

Weighted-average remaining life                               9.50              9.00                8.80

Number exercisable                                              --                --              79,000
</TABLE>

(5)  Income Taxes

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

<TABLE>
<CAPTION>
                                                                    2001          2000

<S>                                                              <C>            <C>
       Computed "expected" tax benefit                           $ (306,305)     (264,114)
       Increase (decrease) in "expected" tax
           expense resulting from:
                Net operating loss carry forward not
                recognized                                          307,000       266,000
                Other, net                                             (695)       (1,886)

                Income tax benefit                               $       --            --
                                                                 ==========    ==========
</TABLE>

     At September 30, 2001 the primary  temporary  difference  that gave rise to
     deferred  income tax assets was a net  operating  loss  carryforward.  This
     created a deferred tax asset of  approximately  $575,000 and $268,000 as of
     September 30, 2001 and 2000  respectively.  A valuation  allowance has been


                                       24
<PAGE>

     established of $575,000 and $268,000 for the years ended September 30, 2001
     and 2000,  respectively.  At  September  30,  2001,  the  Company has a net
     operating loss carryforward of approximately $1,688,000.  The net operating
     loss carryforward will begin to expire in 2020.

(6)  Related Party

     ISES Canada, a Canadian Company with common ownership through the Company's
     president,  provided  software  development and consulting  services to the
     Company  through June 30, 2001.  Fees paid to ISES Canada totaled  $196,267
     and $322,802 for the years ended September 30, 2001 and 2000, respectively.

(7)  Business and Credit Concentration

     For the year ended September 30, 2001, the Company had two customers (three
     in 2000) who accounted for  approximately 73% of total sales (66% in 2000).
     Included in trade  accounts  receivable  at September 30, 2001 was $100,100
     due from these customers ($99,163 in 2000).

(8)  Leases

     The Company  leases an office  facility under an operating  lease.  For the
     years ended  September  30, 2001 and 2000,  rent expense was  approximately
     $54,000 and $42,000, respectively.

     At September 30, 2001,  the Company's  future  minimum lease  obligation is
     approximately:

               Year ending September 30
                    2002                           $ 58,500
                    2003                             60,000
                    2004                             61,000
                    2005                             39,000
                                                    -------
                       Total                       $218,500
                                                    =======

(9)  Retirement Plan

     The  Company  has a 401(k) plan that  covers  substantially  all  full-time
     employees  that meet  certain  eligibility  requirements.  The plan  became
     effective  November  1, 2000.  Under the terms of the plan,  employees  can
     contribute  up to 10% of maximum  compensation  as prescribed by law to the
     plan.  Employee  contributions  are  matched by the  Company at 50% up to a
     maximum of 10% of eligible  compensation.  For the year ended September 30,
     2001, the Company's matching portion of the plan amounted to $48,085.

(10) Subsequent Event

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


                                       25

<PAGE>

     books and records  relating to its IFE assets and other  tangible  property
     and  physical  assets used by the  Company  solely in  connection  with IFE
     business.  The  Company  also  granted  Buyer a  perpetual,  royalty  free,
     exclusive  worldwide  license  for  IFE  business.  Terms  include  a total
     purchase  price for the sale and license of the IFE assets of $300,000 plus
     (i) fifty  percent  (50%) of all  revenue  received  by Buyer from  certain
     existing customers for a period of three (3) years after the closing;  (ii)
     twenty-five  percent (25%) of all revenues  received by Buyer under certain
     new business  generated by Buyer; (iii) an amount not to exceed $100,000 of
     the existing  contract with British Airways as assigned to Buyer plus fifty
     percent (50%) of all revenue  received by Buyer from British Airways during
     the three (3) years after  closing;  and (iv)  $75,000  upon receipt of the
     consent of Air France that it will expand the number of aircraft  using the
     software and fifty percent  (50%) of the revenues  received from Air France
     during the three (3) years after  closing.  In November  2001,  the Company
     received $300,000 as a result of this transaction,  which was recorded as a
     gain on sale. Additional amounts to be received will be recorded as license
     fees.  The  Company's  fees related to this  Agreement  for the years ended
     September 30, 2001 and 2000 were $496,260 and $294,751,  respectively.  Had
     the  transaction  occured at the beginning of the years ended September 30,
     2001 and 2000,  license fee revenues would have  approximated  $345,000 and
     $122,000,  respectively.  The  Company's  operating  expenses  will  not be
     reduced as a result of this transaction.


                                       26
<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:

             Name                   Age             Positions
             ----                   ---             ---------
    Dean R.("Rick") Grewell III     43      President, CEO and Director

    Antony Hoffman                  40      Vice President of Research and
                                               Development and Director

    Mark Malinak                    40      Vice President of Sales and Director

    Steven L. Johnson               41      Director


                                       27

<PAGE>

    Mike Hennel                     42      Director

    Stephen Dukes                   47      Director

    Sheldon Ohringer                45      Director

The terms of each director of the Company will expire in January 2002 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  (until October 15, 2001) 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.  Mr.  Johnson  was  part of the  Company's  reduction  in  force  and his
employment was terminated on October 15, 2001.

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.

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.

Stephen  Dukes has been a Director of the Company since  February 15, 2001.  Mr.
Dukes is a former  Vice-President  of Technology at TCI Technology  Ventures and
Media One.

Sheldon  Ohringer  has been a Director  of the Company  since June 6, 2001.  Mr.
Ohringer   was   President   and  Chief   Executive   Officer  of  First   World
Communications, Inc. in Englewood, Colorado from 1998 to 2000. He was previously
with the ICG  Telecom  Group,  Inc.  in various  capacities  since 1994 where he
served as President of a telecom  subsidiary from 1997 to 1998. Mr. Ohringer has
been retired since 2000.

The number of directors  for the Company is currently  set at seven.  The Bylaws
permit the Board of Directors  to establish  the number of directors at not less
than one (1) nor more than fifteen (15).


                                       28
<PAGE>


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.

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.

Messrs.  Hennel,  Dukes  and  Ohringer  were  granted  options  pursuant  to the
Company's Incentive Stock Option Plan as follows:

    Name                    Date of Grant                          No. of Shares

Mike Hennel               January 15, 2001                            100,000
Stephen Dukes             January 15, 2001                            100,000
Sheldon Ohringer            June 6, 2001                              100,000

None of these individuals have filed Form 3s with respect to their grants due to
the  Company's  inability  to pay certain of its vendors to prepare and file the
necessary forms.



                                       29
<PAGE>

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,  2001  exceeded  one hundred
thousand dollars ($100,000).

                           Summary Compensation Table

Name and                 Fiscal Year
Position                 Ended September 30,        Salary            Bonus
--------                 -------------------        ------            -----

Dean R. Grewell, III          2001                 $124,500              $0
President and CEO             2000                 $138,866              $0
                              1999                 $120,090              $0

Mark Malinak                  2001                 $125,000         $159,391(1)
Vice President Sales          2000                 $125,000         $122,887(1)
                              1999                 $115,385              $0


(1) Sales commission income.

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.


                                       30
<PAGE>

                            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                                         5,217,563(2)(3)(5)        18.27%(2)(3)(5)
1032 54th, West Des Moines, Iowa 50266

Steven L. Johnson                                            1,834,450(3)(4)(5)         6.42%(3)(5)
1620 NW 120th Street, Clive, Iowa 50325

Antony F. Hoffman                                            1,834,450(3)(4)(5)         6.42%(3)(4)(5)
10113 NW 80th Lane, Grimes, Iowa 50111

Mark Malinak                                                 1,834,450(3)(5)            6.42%(3)(5)
8006 Monona Avenue, Austin, Texas 78717

Mike Hennel                                                    100,000(5)               0.35%(5)
900 Oakmont, Westmont, Illinois 60559

Stephen Dukes                                                  100,000(5)               0.35%(5)
206 Amanda Lane, Camano Island, Wa 98282


Sheldon Ohringer                                               100,000(5)               0.35%(5)
304 Castle Pines Dr South, Castle Rock, CO 80104

All executive officers and directors as Group (7 persons)   11,020,913(3)(5)           38.59%(3)(5)
</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 (a)
     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  and (b)  the  exercise  by the
     executive  officers and  directors of options for 700,000  shares of common
     stock pursuant to the Company's Incentive Stock Option Plan. The totals and
     percentages  do not include  options for  1,147,500  shares of common stock
     granted to  non-executive  employees  of the  Company  under the  Company's
     Incentive Stock Option Plan,  79,000 of which were exercisable at September
     30, 2001. The totals and  percentages  also include  options granted by Mr.
     Grewell.

(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 and 100,000  shares of common  stock to be issued upon  exercise of
     options.

(3)  Assumes exercise of all options granted by Mr. Grewell,  14,882,437  shares
     total,  all of which,  subject  to  vesting  requirements  are  exercisable
     immediately.


                                       31
<PAGE>

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

(5)  Assumes exercise of outstanding options.

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 (6.07%) of the Company,
if exercised,  and Alex Legaspi and Ken So (former employees of ISES Canada) who
each have options from Mr. Grewell for 1,547,950  shares of common stock (5.42%)
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.

  Exhibit No.  Description of Exhibit
  ---------    ----------------------
    3.1        Articles of Incorporation,  as amended (Incorporated by reference
               to the Company's  10-KSB for the fiscal year ended  September 30,
               2000)

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

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


                                       32

<PAGE>

    10.2       Copyright and Trademark License and Distribution  Agreement dated
               September 30, 1999 between The Tetris  Company,  L.L.C.  and ISES

               Corporation  (Incorporated  by reference to the Company's  10-QSB
               for the period ended March 31, 2000)

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

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

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

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

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

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

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

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

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

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

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

   *10.20      In-Flight Entertainment  Software License  Agreement for  Quantas
               Airways dated as of May 1, 2001

   *10.21      Master Consulting  Agreement  effective as  of  August 1, 2001 as
               amended  effective  as of August 1, 2001,  together  with related
               Work Plans,  between SNAP2 Corporation and Microsoft Corporation


                                       33
<PAGE>

   *10.22      In-Flight Entertainment Software License Agreement for TAM Linhas
               Aereas S.A. dated as of August 30, 2001

     *    Filed herewith

(b)  Reports on Form 8-K

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

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

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

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




                                       34
<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:    January 14, 2002                      By: /S/ Dean R. Grewell, III
                                              ---------------------------------
                                               Dean R. Grewell, III,  President