<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

     For the quarterly period ended December 31, 2002

     [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

     For the transition period from ___________________ to ____________________

                        Commission File Number 000-26607

                           SATELLITE ENTERPRISES CORP.

        (Exact name of small business issuer as specified in its charter)

                    NEVADA                              88-0390828
                --------------                       ----------------
        (State or Other Jurisdiction of               (IRS Employer
        Incorporation or Organization)             Identification No.)


                             20 VARCREST PLACE N.W.
                        CALGARY, ALBERTA, CANADA, T3A 0B9
           ----------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  403- 650-6586
                          -----------------------------
                           (Issuer's telephone number)


       Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [   ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 264,000 shares of common stock as of
February 19, 2003.

Transitional Small Business Format:  Yes [   ]  No [ X ]

<PAGE>

                                   FORM 10-QSB
                           SATELLITE ENTERPRISES CORP.
                          (F/K/A GREENVOLT POWER CORP.)

                                      INDEX

                                                                            Page
PART I.         FINANCIAL INFORMATION                                         3

Item 1          Financial Statements                                          3

Item 2          Management's Discussion and Analysis of                       9
                Financial Condition and Plan of Operation

Item 3          Controls and Procedures                                      15

PART II.        OTHER INFORMATION                                            15

Item 1          Legal Proceedings                                            15
Item 2          Changes in Securities                                        15
Item 3          Defaults Upon Senior Securities                              15
Item 4          Submission of Matters to a Vote of Security Holders          16
Item 5          Other Information                                            16
Item 6          Exhibits and Reports on Form 8-K                             16

SIGNATURES                                                                   16

CERTIFICATION                                                                17

                                       2
<PAGE>


                                     PART I
                                     ------

ITEM 1. FINANCIAL INFORMATION

                           SATELLITE ENTERPRISES CORP.
                          (A Development Stage Company)

                            CONDENSED BALANCE SHEETS
                                December 31, 2002
                                   (Unaudited)


                                                       Dec. 31,       June 30,
                                                        2002            2002
                                                     ------------   ------------
ASSETS
------

Current assets:
    Cash                                             $         0    $     3,451
    Cash - Attorney Trust Account                          4,000              0
                                                     ------------   ------------

         Total Current Assets                              4,000          3,451
                                                     ------------   ------------
         Total Assets                                $     4,000    $     3,451
                                                     ============   ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current liabilities:
    Accounts payable and accrued expenses            $   133,224    $   212,589
    Notes payable                                          2,500          2,500
    Convertible Debentures                               284,432        284,432
    Due to a former officer                                    0        133,500
    Advances from shareholders                            26,408              0
                                                     ------------   ------------
         Total Current Liabilities                       446,564        633,021
                                                     ------------   ------------

Stockholders' equity (deficit):
    Preferred stock, par value $.001,
      Authorized 5,000,000 shares; none issued
      and outstanding                                          0              0
    Common stock,  par value $.001, authorized
      200,000,000 shares; issued and
      outstanding 264,000 and 225,177                        264            225
    Additional paid-in capital                           912,198        774,413
    Accumulated other comprehensive income                     0          1,152
    Deficit accumulated during the
      development stage                               (1,355,026)    (1,405,360)
                                                     ------------   ------------

        Total stockholders' equity (deficit)            (442,564)      (629,570)
                                                     ------------   ------------

         Total liabilities and
          Stockholders' equity (deficit)             $     4,000    $     3,451
                                                     ============   ============

                       See Notes to Financial Statements.

                                       3
<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                            Three Months Ended
                                                                December 31,
                                                         -----------------------
                                                            2002         2001
                                                         ----------   ----------
                                                                      (Restated)

Revenue                                                  $       0    $       0
Cost of sales                                                    0            0
Operating Expenses                                         (31,499)           0
Interest expense                                               (63)           0
                                                         ----------   ----------
Income (loss) from continuing operations                   (31,562)           0

Debt Forgiveness                                            84,715            0
Income (loss) from operations of discontinued
  Operations, less applicable income taxes of $0                (0)     (14,556)
Gain on disposal of discontinued operations,
  Less applicable taxes of $0                                    0            0
                                                         ----------   ----------
Income (loss) before income tax expense                     53,153      (14,556)

Income tax expense                                               0            0
                                                         ----------   ----------

Net income (loss)                                           53,153      (14,556)

Other comprehensive income (loss):                               0            0
     Foreign currency translation adjustment                     0            0
     Reclassification adjustment                                (0)           0
                                                         ----------   ----------

Comprehensive income (loss)                              $  53,153    $ (14,556)
                                                         ----------   ----------

Basic earnings (loss) per share                          $     .20    $    (.08)
                                                         ----------   ----------

Weighted average number of shares outstanding              263,111      186,572
                                                         ----------   ----------

                       See Notes to Financial Statements.

                                       4
<PAGE>

<TABLE>
                                SATELLITE ENTERPRISES CORP.
                               (A Development Stage Company)

                            CONDENSED STATEMENTS OF OPERATIONS
                                        (Unaudited)

<CAPTION>

                                                         Six Months Ended
                                                       December 31, 2002          Development
                                                   ---------------------------     Stage to
                                                       2002           2001       Dec. 31, 2002
                                                   ------------   ------------   ------------
                                                                   (Restated)
<S>                                                <C>            <C>            <C>
Revenue                                            $         0    $         0    $         0
Cost of sales                                                0              0              0
Operating Expenses                                     (38,452)             0        (38,452)
Interest expense                                          (126)             0           (126)
                                                   ------------   ------------   ------------
Income (loss) from continuing operations               (38,578)             0        (38,578)

Debt Forgiveness                                        87,760              0         87,760
Income (loss) from operations of discontinued
  Operations, less applicable income taxes of $0         1,152        (32,730)    (1,424,459)
Gain on disposal of discontinued operations,
  Less applicable taxes of $0                                0         20,251         20,251
                                                   ------------   ------------   ------------
Income (loss) before income tax expense                 50,334        (12,479)    (1,355,026)

Income tax expense                                           0              0              0
                                                   ------------   ------------   ------------

Net income (loss)                                       50,334        (12,479)    (1,355,026)

Other comprehensive income (loss):
     Foreign currency translation adjustment                 0              0          1,152
     Reclassification adjustment                        (1,152)             0         (1,152)
                                                   ------------   ------------   ------------

Comprehensive income (loss)                        $    49,182    $   (12,479)   $(1,355,026)
                                                   ------------   ------------   ------------

Basic earnings (loss) per share                    $       .20    $      (.07)   $     (7.57)
                                                   ------------   ------------   ------------

Weighted average number of
  shares outstanding                                   252,019        186,572        178,997
                                                   ------------   ------------   ------------
</TABLE>

                            See Notes to Financial Statements.

                                       5
<PAGE>

<TABLE>
                                     SATELLITE ENTERPRISES CORP.
                                    (A Development Stage Company)

                                 CONDENSED STATEMENTS OF CASH FLOWS
                                     Increase (Decrease) In Cash
                                             (Unaudited)


<CAPTION>
                                                           Six Months Ended        Development
                                                             December  31,          Stage to
                                                     ---------------------------   December 31,
                                                        2002            2001           2002
                                                     ------------   ------------   ------------
                                                                     (Restated)
<S>                                                  <C>            <C>            <C>
Cash flows from operating activities:
  Net income (loss)                                  $    49,182    $   (12,479)   $(1,355,026)
  Adjustments to reconcile net income (loss)
    to cash flows from operating activities:
       Debt forgiveness                                  (87,760)             0        (87,760)
       Gain on disposal of discontinued operations             0        (20,251)       (20,251)
       Common stock issued for services                        0              0        752,388
       Cash - Attorney Trust account                      (4,000)             0         (4,000)
       Net assets of discontinued operations                   0              0           (750)
       Net liabilities of discontinued operations              0              0        133,500
       Accounts payable and accrued expenses              12,719         23,800        245,559
                                                     ------------   ------------   ------------
Net cash flows from operating activities                 (29,859)        (8,930)      (336,340)
                                                     ------------   ------------   ------------

Cash flows from financing activities:
    Stock proceeds                                             0          3,132         23,000
    Advances from related party                           26,408              0         26,408
    Notes Payable                                              0              0          2,500
    Advances from investment bankers                           0              0        284,432
                                                     ------------   ------------   ------------
Net cash flows from financing activities                  26,408          3,132        336,340
                                                     ------------   ------------   ------------

Cash flows from investing activities                           0              0              0
                                                     ------------   ------------   ------------

Increase (decrease) in cash                               (3,451)        (5,798)             0
Cash:
  Beginning of year                                        3,451          8,094              0
                                                     ------------   ------------   ------------
  End of year                                        $         0    $     2,296    $         0
                                                     ============   ============   ============

Supplemental cash flow information:
Interest paid                                        $         0    $         0    $         0
                                                     ============   ============   ============
Income taxes paid                                    $         0    $         0    $         0
                                                     ============   ============   ============

                                      See Notes to Financial Statements.

                                                 6
</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS

A.  BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended December 31, 2002 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2003. For further information, refer to the financial statements and
footnotes thereto included in the Company's Form 10-KSB/A for the year ended
June 30, 2002.

NATURE OF BUSINESS
------------------

The Company was formed as a Nevada corporation on April 14, 1998 as Beck & Co.,
and initially was active as a specialty retailer of fine jewelry. On July 29,
2000, the Company acquired 100% of the outstanding shares of GreenVolt Corp., an
Ontario, Canada, Corporation ("GreenVolt") in a stock for stock exchange.
GreenVolt was in the process and business of developing fuel cell technologies
for commercial and industrial use. The company subsequently terminated its
activity in the retail jewelry business, and changed its name, effective
September 12, 2000, to GreenVolt Power Corp.

 On August 27, 2002, Satellite Holdings Ltd., a corporation organized under the
laws of the Turks & Caicos Islands, acquired 13,783,740 shares, representing
approximately 53% of the Company's common stock. In addition, the Company
transferred its GreenVolt Corp. subsidiary and its fuel cell technology to its
former Chief Executive Officer as part of a general release and settlement
agreement. On August 28, 2002, the Board of Directors of the Company resolved to
change the name of the Company to Satellite Enterprises Corp., and on September
15, 2002, the Company completed a one-for-one-hundred reverse split (the
"Reverse Split") of its outstanding common stock.

The Company currently has no operations. The Company continues to search for an
appropriate merger candidate.

DEVELOPMENT STAGE COMPANY
-------------------------

The Company is deemed to be in the development stage. Historically the Company
devoted the majority of its efforts to development of an Internet jewelry
business and later towards the development of fuel cell technologies. The
Company terminated and disposed of the assets relating to both of these
endeavors and currently has no operations. Currently the Company is devoting all
of its efforts to: maintenance of the corporate status; settlement of
liabilities; and the search for a viable method of operations and/or merger
candidate.

At present the Company is fully dependent on certain stockholders for the
maintenance of its corporate status and to provide all managerial assistance and
working capital support for the Company.

Failure of the company to secure a merger/acquisition agreement and/or adequate
financing could result in it being unable to continue as a going concern. No
estimate can be made of the range of loss that is reasonably possible should the
Company be unsuccessful.

                                       7
<PAGE>

Disposition of Subsidiary / Settlement of Due to Former Officer
---------------------------------------------------------------

On August 28, 2002 the Company issued 33,375 post-reverse split shares of the
Company's common stock and transferred its GreenVolt Corp. subsidiary including
all of the Company's fuel cell technology to the Company's former Chief
Executive Officer as part of a general release and settlement agreement. This
agreement also settled $140,275 in obligations owed to this former officer and
affiliates of this former officer. A summary of this transaction and the
accounting for it are as follows:

<TABLE>
<CAPTION>
         <S>                                                               <C>
         Assets of GreenVolt Corp. transferred                             $   3,451
         Settlement of Due to Former Officer                                (133,500)
         Settlement of accounts payable to affiliate of former officer        (6,775)
                                                                           ----------
         Net                                                               $ 136,824
                                                                           ==========
         Issuance of common stock and related additional paid-in capital   $ 136,824
                                                                           ==========
</TABLE>

Note Payable
------------

The note payable bears interest at 10%, is unsecured, and is currently
delinquent.

Convertible Debentures
----------------------

The convertible debentures are unsecured, non-interest bearing and currently
delinquent. These debentures are currently convertible into shares of the
Company's common stock at approximately $.18 per share. The Company is presently
attempting to negotiate settlement of this liability. The success of these
negotiations cannot be determined at this time.

Advances From Shareholders
--------------------------

The advances from shareholders are due to the shareholders currently providing
for maintenance of the Company. These advances are unsecured, non-interest
bearing, and due on demand.

Reverse Stock Split
-------------------

On August 28, 2002, the Company approved a 1 for 100 reverse split of its
outstanding common stock. This reverse split has been reflected retroactively in
the accompanying financial statements.

Debt Forgiveness
----------------

During the quarter ended December 31, 2002 the Company successfully negotiated
settlement of certain recorded accounts payable for less than their recorded
value. These settlements resulted in debt forgiveness of $84,715 in the quarter
ended December 31, 2002 and $87,760 during the six month period ended December
31, 2002.

Reclassification Adjustment - Foreign Currency Translation
----------------------------------------------------------

The Company sold its investment in its foreign subsidiary, GreenVolt Corp. A
reclassification adjustment has been made between other comprehensive income and
net income to avoid a double counting of the cumulative foreign currency
translation adjustment. This reclassification adjustment is reflected in Income
(Loss) From Operation of Continuing Operations in the accompanying financial
statements.

                                       8
<PAGE>

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATION

(1)      Caution Regarding Forward-Looking Information

         When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," `intend," and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 regarding events, conditions, and financial
trends that may effect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons reviewing this
report are cautioned that any forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties and that actual
results may differ materially from those included within the forward-looking
statements as a result of various factors. These risks and uncertainties, many
of which are beyond our control, include (i) the sufficiency of existing capital
resources and the Company's ability to raise additional capital to fund cash
requirements for future operations; (ii) volatility of the stock market; and
(iii) general economic conditions. Although the Company believes the
expectations reflected in these forward-looking statements are reasonable, such
expectations may prove to be incorrect.

(2)      Plan of Operation

         The Company's current operating plan is to (a) cover the administrative
and reporting requirements of a public company; and (b) search for, and
investigate, potential businesses, products, technologies and companies for
acquisition. There can be no assurance that the Company will be able to identify
any such business, product, technology or entity suitable for an acquisition or
reorganization transaction. Moreover, there can be no assurances the Company
will be successful in its efforts to enter into or consummate an acquisition or
reorganization transaction on terms favorable or beneficial to the Company and
its shareholders, or that it, or its successor, will be able to effectively
manage the business opportunity the Company acquires or becomes engaged in.

         In the past few months, the Company has reviewed and evaluated a number
of business ventures for a possible acquisition or participation by the Company.
The Company continues to investigate, review, and evaluate business
opportunities as they become available and will seek to acquire or become
engaged in business opportunities at such time as specific opportunities
warrant.

         To date, opportunities have been made available to the Company through
its officers and directors and through professional advisors including
securities and broker-dealers and through members of the financial community. It
is anticipated that business opportunities will continue to be available
primarily from these sources.

         To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis regarding the quality of the
other firm's management and personnel, the asset base of such firm or
enterprise, the anticipated acceptability of new products or marketing concepts,
the merit of the firm's business plan, plan, and numerous other factors which
are difficult, if not impossible, to analyze through the application of any
objective criteria.

         Since the disposition of the Company's wholly-owned subsidiary,
GreenVolt Corp., in August 2002, the Company has had no active business
operations, and has been seeking to acquire an interest in a business with
long-term growth potential. It is emphasized that the business objectives
discussed herein are extremely general and are not intended to be restrictive on
the discretion of the Company's management.

         There are no plans or arrangements proposed or under consideration for
the issuance or sale of additional securities by the Company prior to the
identification of an acquisition candidate, other than (1) the issuance of

                                       9
<PAGE>

shares of restricted common stock in settlement of outstanding liabilities, and
(2) conversion of the Company's currently outstanding convertible debentures at
a substantial discount to the current conversion price in full settlement of
such liabilities. With respect to these issuances, the Company does not
anticipate receiving any cash proceeds. Consequently, management anticipates
that it may be able to participate in only one potential business venture, due
primarily to the Company's limited capital. The lack of diversification should
be considered a substantial risk, because it will not permit the Company to
offset potential losses from one venture against gains from another.

Selection of a Business
-----------------------

         The Company anticipates that businesses for possible acquisition will
be referred by various sources, including its officers and directors,
professional advisors, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals.
The Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its officers and
directors and their affiliates, as well as indirect associations between them
and other business and professional people. By relying on "word of mouth," the
Company may be limited in the number of potential acquisitions it can identify.
While it is not presently anticipated that the Company will engage unaffiliated
professional firms specializing in business acquisitions or reorganizations,
such firms may be retained if management deems it in the best interest of the
Company.

         Compensation to a finder or business acquisition firm may take various
forms, including one-time cash payments, payments based on a percentage of
revenues or products sales volume, payments involving issuance of securities
(including those of the Company), or any combination of these or other
compensation arrangements. Consequently, the Company is currently unable to
predict the cost of utilizing such services. Management of the Company will not
be paid a finder's fee for locating a business opportunity.

         The Company will not restrict its search to any particular business,
industry, or geographical location, and management reserves the right to
evaluate and enter into any type of business in any location throughout the
world. The Company may participate in a newly organized business venture or a
more established company entering a new phase of growth or in need of additional
capital to overcome existing financial problems. Participation in a new business
venture entails greater risks since in may instances management of such a
venture will not have proved its ability, the eventual market of such venture's
products or services will likely not be established, and the profitability of
the venture will be unproved and cannot be predicted accurately. If the Company
participates in a more established firm with existing financial problems, it may
be subjected to risk because the financial resources of the Company may not be
adequate to eliminate or reverse the circumstances leading to such financial
problems. In general, the stronger the business acquired, the more dilution that
will be experienced by current shareholders.

         In seeking a business venture, the decision of management will not be
controlled by an attempt to take advantage of any anticipated or perceived
appeal of a specific industry, management group, product, or industry, but will
be based on the business objective of seeking long-term capital appreciation in
the real value of the Company.

         The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors. In analyzing prospective businesses,
management will consider, to the extent applicable, the available technical,
financial, and managerial resources; working capital and other prospects for the
future; the nature of the present and expected competition; the quality and
experience of management services which may be available and the depth of that
management; the potential for further research, development, or exploration; the
potential for growth and expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trade or service
marks; name identification; and other relevant factors.

                                       10
<PAGE>

         The decision to participate in a specific business may be based on
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing concepts,
the merit of technological changes, and other factors which are difficult, if
not impossible, to analyze through any objective criteria. It is anticipated
that the results of operations of a specific firm may not necessarily be
indicative of the potential for the future because of the requirement to
substantially shift marketing approaches, expand significantly, change product
emphasis, change or substantially augment management, and other factors.

         The Company will analyze all available factors and make a determination
based on a composite of available facts, without reliance on any single factor.
The period within which the Company may participate in a business cannot be
predicted and will depend on circumstances beyond the Company's control,
including the availability of businesses, the time required for the Company to
complete its investigation and analysis of prospective businesses, the time
required to prepare appropriate documents and agreements providing for the
Company's participation, and other circumstances.

Acquisition of a Business
-------------------------

         In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, or other reorganization
with another corporation or entity; joint venture; license; purchase and sale of
assets; or purchase and sale of stock, the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a business through the purchase of minority stock positions. On the
consummation of a transaction, it is likely that the present management and
shareholders of the Company will not be in control of the Company. In addition,
a majority or all of the Company's directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of the Company's shareholders.

         In connection with the Company's acquisition of a business, the present
shareholders and other convertible security holders of the Company, including
the officers and directors, may, as a negotiated element of the acquisition,
sell a portion or all of the Company's Common Stock held by them at a
significant premium over their original investment in the Company, particularly
if such shares represent a controlling block. As a result of such sales,
affiliates of the entity participating in the business reorganization with the
Company would acquire a higher percentage of equity ownership in the Company.
Management does not intend to actively negotiate for or otherwise require the
purchase of all or any portion of its stock as a condition to or in connection
with any proposed merger or acquisition. Although the Company's present
shareholders did acquire their shares of Common Stock with a view towards any
subsequent sale in connection with a business reorganization, it is not unusual
for affiliates of the entity participation in the reorganization to negotiate to
the purchase shares held by the present shareholders in order to reduce the
amount of shares held by persons no longer affiliated with the Company and
hereby reduce the potential adverse impact on the public market in the Company's
common stock that could result from substantial sales of such share after the
business reorganization. Public investors will not receive any portion of the
premium that may be paid in the foregoing circumstances. Furthermore, the
Company's shareholders may not be afforded an opportunity to approve or consent
to any particular stock buy-out transaction, particularly since a majority of
the currently outstanding shares of Common Stock are held by one investor, and
such investor has the power to approve any proposed transaction.

         In the event sales of shares by present shareholders of the Company,
including officers and directors, is a negotiated element of a future
acquisition, a conflict of interest may arise because directors and possibly
controlling shareholders will be negotiating for the acquisition on behalf of

                                       11
<PAGE>

the Company and for sale of their shares for their respective accounts. Where a
business opportunity is well suited for acquisition by the Company, but
affiliates of the business opportunity impose a condition that management sell
their shares at a price which is unacceptable to them, management may not
sacrifice their financial interest for the Company to complete the transaction.
Where the business opportunity is not well suited, but the price offered
management for their shares is high, management will be tempted to effect the
acquisition to realize a substantial gain on their shares in the Company.
Management has not adopted any policy for resolving the foregoing potential
conflicts, should they arise, and does not intend to obtain an independent
appraisal to determine whether any price that may be offered for their shares is
fair. Stockholders must rely, instead, on the obligation of management to
fulfill its fiduciary duty under state law to act in the best interests of the
Company and its stockholders.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. Although the terms of such
registration rights and the number of securities, if any, which may be
registered cannot be predicted, it may be expected that registration of
securities by the Company in these circumstances would entail substantial
expense of the Company. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company's
securities may have a depressive effect on the market.

         While the actual terms of an acquisition to which the Company may be a
party cannot be predicted, it may be expected that he parties to the business
transaction will find it desirable to structure the acquisition as a so-called
"tax-free" event under section 351 or 368(a) of the Internal Revenue Code of
1986, (the "Code"). In order to obtain tax-free treatment under section 351 of
the Code, it would be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, the
shareholders of the Company would retain less than 20% of the issued and
outstanding of the surviving entity. Section 368(a)(1) of the Code provides for
tax-free treatment of certain business reorganizations between corporate
entities where one corporation is merged with or acquires the securities or
assets of another corporation. Generally, the Company will be the acquiring
corporation in such a business reorganization, and the tax-free status of the
transaction will not depend on the issuance of any specific amount of Company's
voting shares. It is not uncommon, however that as a negotiated element of a
transaction completed in reliance on section 368, the acquiring corporation
issue securities in such an amount that the shareholders of the acquired
corporation will hold 50% or more of the voting stock of the surviving entity.
Consequently, there is substantial possibility that the shareholders of the
Company immediately prior to the transaction would retain less than 50% of the
issued and outstanding shares of the surviving entity. Therefore, regardless of
the form of business acquisition, it may be anticipated that the stockholders
immediately prior to the transaction will experience a significant reduction in
their percentage of ownership in the Company.

         Notwithstanding the fact that the Company is technically the acquiring
entity in the foregoing circumstances, generally accepted accounting principles
will ordinarily require that such transaction be accounted for as if the Company
had been acquired by the other entity owning the business and, therefore, will
not permit a write-up in the carrying value of the assets of the other company.
The manner in which the Company participates in a business will depend on the
nature of the business, the respective needs and desires of the Company and
other parties, the management of the business, and the relative negotiating
strength of the Company and such other management.

         The Company will participate in a business only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require specific
representations and warranties by all the parties thereto, will specify certain
events of default, will detail the terms and the conditions which must be

                                       12
<PAGE>

satisfied by each of the parties prior to such closing, will outline the manner
of bearing costs if the transaction is not closed, will set forth remedies on
default, and will include miscellaneous other terms. In the event any
contemplated transaction fails to close, the Company would incur significant
legal and other related expenses which may not be recoverable or reimbursed.

Operation of Business After Acquisition
---------------------------------------

         The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest acquired. The Company
is unable to predict whether the Company will be in control of the business or
whether present management will be in control of the Company following the
acquisition. It may be expected that the business will present various risks,
which cannot be predicted at the present time.

Results of Operations
---------------------

         Since the disposition of the Company's wholly-owned subsidiary in
August 2002, the Company has no active business operations, and has been seeking
to acquire an interest in a business with long-term growth potential. It is
emphasized that the business objectives discussed herein are extremely general
and are not intended to be restrictive on the discretion of the Company's
management.

         The Company is not aware of any trends that have or are reasonably
likely to have a material impact on its liquidity, net sales, revenues, or
income from continuing operations. Other that the disposition of the Company's
wholly-owned subsidiary, there have been no events which have caused material
changes from period to period in one or more line items of the financial
statements or any seasonal aspects that have had a material effect on the
financial condition or results of operation.

         Quotations for the Company's common stock have appeared on the OTC
Bulletin Board since September 15, 2002 under the symbol "SENR." However, since
September 15, 2002, transactions in the common stock can only be described as
sporadic. Consequently, the Company is of the opinion that any published prices
cannot be attributed to a liquid and active trading market and, therefore, are
not indicative of any meaningful market value.

Results of Operations - Comparison of Prior Periods
---------------------------------------------------

Three Months Ended December 31, 2002 and 2001

         The Company generated no revenue for the three months ended December
31, 2002 or 2001. There were no cost of sales for the three months ended
December 31, 2002 or 2001.

         General and administrative expenses for the three months ended December
31, 2002 were $31,499, as compared to $16,502 in the same period of 2001. This
increase can be attributed to professional and management costs associated with
maintaining the Company's public status.

         The Company had interest expense in the amount of $63 for the three
months ended December 31, 2002, as compared to $0 interest expense for the three
months ended December 31, 2001.

         In October 2002 the Company settled a $85,000 obligation through the
issuance of 5,000 shares of its common stock with a fair value of $1,000. The
difference of $84,000 was recognized as gain on debt forgiveness. The Company
also settled a $1,215 obligation through payment of $500.

                                       13
<PAGE>

         As a result of the foregoing, the Company realized a net income of
$53,153 for the three months ended December 31, 2002, as compared to net loss of
$14,556 for the same period in 2001.

LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 2002, the Company had a working capital deficit of
$442,564 as compared to a working capital deficit of $629,570 at June 30, 2002.
As of December 31, 2002, the Company had assets of $4,000 and liabilities of
$446,564. The Company has no operations and is dependent on certain stockholders
for all working capital needs. The Company is presently attempting to negotiate
settlements of its various liabilities. The success of these negotiations cannot
be determined at this time.

         At present, the Company does not have adequate capital to conduct any
significant operations. The Company is presently attempting to negotiate
settlements of its various liabilities. The success of these negotiations cannot
be predicted at this time.

         The Company is engaged in the search for potential business
opportunities for acquisitions or involvement with the Company, which activities
are severely limited by the Company's lack of resources. Management believes
that any business venture in which the Company becomes involved will be made by
issuing shares of the Company `s authorized but un-issued common stock, which
will cause substantial dilution to shareholders immediately prior to such
issuance. It is anticipated that the Company's liquidity, capital resources and
financial statements will be significantly different subsequent to the
consummation of any such transaction.

         The Company has very limited liquid assets, and such assets will not be
sufficient for the Company to meet its operating needs over the next twelve
months. Other than for settlement of currently outstanding liabilities and costs
related to complying with the reporting obligations of the Securities and
Exchange Act of 1934, the Company does not anticipate that it will require
substantial revenue, or additional cash assets, until it enters into an
acquisition or reorganization transaction with a business opportunity. The
Company has no material revenues and its needs for capital will in all
likelihood change dramatically if it acquires an interest in a business
opportunity in the next twelve months. The Company's current operating plan is
to (a) cover the administrative and reporting requirements of a public company;
and (b) search for, and investigate, potential businesses, products,
technologies and companies for acquisition. There can be no assurance that the
Company will be able to identify such business, product, technology or entity
suitable for an acquisition or reorganization transaction. Moreover, there can
be no assurance the Company will be successful in its efforts to enter into or
consummate an acquisition or reorganization transaction on terms favorable or
beneficial to the Company and its shareholders, or that it, or its successor,
will be able to effectively manage the business opportunity the Company acquires
or becomes engaged in.

         The Company is dependent upon management and/or its principal
shareholders to provide sufficient working capital to preserve the integrity of
the corporate entity during this phase, and until the Company is in a position
to enter into a business transaction, of which there can be no assurance. While
it is currently the intent of management and its principal shareholders to
provide sufficient working capital necessary to support and preserve the
integrity of the corporate entity, management and such principal shareholders
are under no obligation to provide any additional capital, and may cease
advancing needed capital at any time. If the Company is in need of additional
capital to enter into a business opportunity, the Company may not have
sufficient capital, or be able to obtain sufficient capital from management or
its principal shareholders for such purpose.

         Failure of the company to enter into and complete a merger or
acquisition agreement and/or obtain adequate financing could result in the
Company being unable to continue as a going concern.

                                       14
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

(1)      Evaluation of Disclosure Controls and Procedures

         The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon the evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the Chief Executive Officer and Chief Financial Officer of the Company,
Robert Hodge, concluded that the Company's disclosure controls and procedures
were adequate.

(2)      Internal Controls

         The Company made no significant changes in its internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation of those controls by the Chief Executive Officer and
Chief Financial Officer, Robert Hodge.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         There was no litigation outstanding against the Company as of December
         31, 2002. However, management is aware that a substantial amount of
         accounts payable have not been paid by prior management. Current
         management is currently evaluating the claims of various such
         creditors, and anticipates that several may sue the company for
         nonpayment. The total outstanding obligations of the Company as of
         February 14, 2002 is less than $60,000, not including outstanding
         convertible debentures, the holders of which have indicated that they
         will convert their debt into common stock. If the conversion price of
         the convertible debentures is reduced from approximately $0.18 to
         approximately $0.018.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the three months ended September 30, 2002 the Company issued
         33,375 post-reverse split restricted shares of the Company's common
         stock to its former Chief Executive Officer, as part of a general
         release and settlement agreement. The shares were issued pursuant to an
         exemption provided under Section 4(2) of the Securities Act of 1933, as
         amended. Liabilities of $140,275 were settled during the three months
         ended September 30, 2002 in connection with this issuance.

         In October 2002 the Company settled a $85,000 obligation through the
         issuance of 5,000 shares of its common stock with a fair value of
         $1,000. The difference of $84,000 was recognized as gain on debt
         forgiveness.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         The Company does not have any secured or otherwise senior securities.
         The Company remains in default under the terms of its outstanding
         convertible debentures, but is in negotiations with the holders of such
         debenture to convert the debentures into common stock and waive all
         defaults. The convertible debenture holders have not taken any action
         against the Company to date, and have indicated that they will convert
         the debentures if the Company agrees to modify the conversion rate of
         the debentures to approximately $0.018 per share. The balance of the
         convertible debentures was $284,432 as of December 31, 2002.

                                       15
<PAGE>

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

         On August 28, 2002, the shareholders, acting by written consent of the
         holders of approximately 53% the outstanding shares of the common
         stock, approved a change of name of the Company from GreenVolt Power
         Corp. to Satellite Enterprises Corp., and approved a one-for-one
         hundred reverse split of the Company's common stock effective September
         30, 2002. The par value of the common stock remained $0.001, and the
         authorized common stock remained the same 200,000,000 shares authorized
         prior to the reverse split.

         The Company did not conduct any meeting of its shareholders during the
         period covered by this report.

ITEM 5.  OTHER INFORMATION

         None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         None

REPORTS ON FORM 8-K

         Current Report on Form 8K, filed on December 4, 2002 relating to the
         Company's change of auditors.



                                   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.

                           Satellite Enterprises Corp.
                                (f/k/a GreenVolt Power Corp.)


February 19, 2002          By /s/ Robert Hodge
                              --------------------------
                           Robert Hodge
                           Chief Executive Officer

                                       16
<PAGE>


                   CERTIFICATION PURSUANT TO 18 U.S.C. SS.1350

                                  CERTIFICATION

I, Robert Hodge Chief Executive Officer and Chief Financial Officer of the
Company, certify that:

1. I have reviewed this quarterly report on Form 10QSB of Satellite Enterprises
Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered in this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in the quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a.   Designed such disclosure controls and procedures to ensure that
              material information relating to the registrant is made known to
              us by others within those entities, particularly during the period
              in which this quarterly report is being prepared;

         b.   Evaluated the effectiveness of the registrant's disclosure
              controls and procedures of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c.   Presented in this quarterly report our conclusions about the
              effectiveness of the disclosures controls and procedures based on
              our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or the entire board of directors or persons
performing the equivalent functions):

         a.   All significant deficiencies in the design or operation of
              internal controls which could adversely effect the registrant's
              ability to record, process, summarize and report financial date
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b.   Any fraud, whether or not material that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

                                       17
<PAGE>

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequently to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                           Satellite Enterprises Corp.
                                (f/k/a GreenVolt Power Corp.)


February 19, 2002          By /s/ Robert Hodge
                              --------------------------
                           Robert Hodge
                           Chief Executive Officer

                                       18