UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


     [X] QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the Quarterly Period Ended September 30, 2004

     [ ] TRANSITION REPORT UNDER 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                            (I.R.S. Employer
  incorporation or organization)                          Identification Number)


           205 Church Street, Suite 340, New Haven, Connecticut 06510
     ----------------------------------------------------------------------
                    (Address of principal executive offices)

                                  203-234-6350
                           --------------------------
                           (Issuer's telephone number)



               ---------------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report.)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

     As of November 22, 2004, the Company had 231,379,516 issued and outstanding
shares of its $.001 par value common stock.

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

     Documents incorporated by reference: None.

<PAGE>

                           SATELLITE ENTERPRISES CORP.

                                      INDEX

PART I. FINANCIAL INFORMATION

     Item 1. Consolidated  Financial Statements for Satellite  Enterprises Corp.
             and Subsidiary

          Consolidated  Balance Sheets (Unaudited) - September 30, 2004

          Consolidated  Statement  of  Operations  (Unaudited)  - For the  Three
          Months Ended  September  30, 2004 and  September  30, 2003 and For the
          Nine Months Ended September 30, 2004 and September 30, 2003.

          Consolidated  Statements  of Cash  Flows  (Unaudited)  - For the  nine
          Months Ended September 30, 2004 and September 30, 2003.

          Notes to Unaudited Consolidated Financial Statements

     Item 2. Management's Discussion and Analysis or Plan of Operation


PART  II.  OTHER  INFORMATION

     Item  1.  Legal Proceedings

     Item  2.  Changes in Securities and Use of Proceeds

     Item  3.  Defaults Upon Senior Securities

     Item  4.  Submission of Matters to a Vote of Security Holders

     Item  5.  Other Information

     Item  6.  Exhibits and Reports on Form 8-K


SIGNATURES


                                        2
<PAGE>

ITEM I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               September 30, 2004


                                     ASSETS


CURRENT ASSETS
<S>                                                                  <C>
   Cash                                                              $   94,276
   Accounts receivable                                                  514,908
   Prepaid consulting fee                                               223,572
   Prepaid license fee                                                   75,000
                                                                     ----------
          Total Current Assets                                          907,756

EQUIPMENT, net of depreciation                                        1,491,945

INTANGIBLE ASSETS
 Technology rights                                                       15,458
                                                                     ----------
                                                                      1,507,403
                                                                     ----------
                                                                     $2,415,159
                                                                     ==========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Notes payable to financial institutions                           $  508,505
   Accounts payable                                                     792,017
   Accrued expenses                                                     328,600
                                                                     ----------

         Total Current Liabilities                                    1,629,122

LONG-TERM DEBT
   Notes payable to related party                                     1,161,701

STOCKHOLDERS' DEFICIENCY
   Preferred Stock, par value of $0.01, authorized
      5,000,000 shares, none issued and outstanding
   Common stock $0.001 par value, 500,000,000
      shares authorized, 213,424,816  issued and
      outstanding at September 30, 2004                                 213,426
   Paid-in-capital                                                    3,918,492
   Accumulated deficit                                               (4,546,670)
   Accumulated comprehensive loss                                        39,088
                                                                     ----------
                                                                       (375,664)
                                                                     ----------

                                                                     $2,415,159
                                                                     ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)



                                          Three Months Ended Sept 30   Nine Months Ended Sept 30,
                                              2004           2003          2004         2003
                                          ---------       --------     ----------     --------
<S>                                       <C>             <C>          <C>            <C>
NET SALES                                 $ 122,883       $ 21,311     $  786,521     $ 21,311

COSTS AND EXPENSES
   Cost of services                          96,872          8,816        585,754        8,816
   Selling, general and administrative      797,185        201,843      2,536,312      234,082
   Stock based compensation
   Depreciation and amortization             75,229          3,706        245,732       10,669
                                          ---------       --------      ---------      -------

          Total Costs and Expenses          969,286        214,365      3,367,798      253,567
                                          ---------       --------      ---------      -------

NET OPERATING LOSS                         (846,403)      (193,054)    (2,581,277)    (232,256)
                                          ---------       --------      ---------      -------
OTHER INCOME
   Currency loss                             (1,592)                       41,962
                                          ---------       --------      ---------      -------
          Total Other Income                 (1,592)                       41,962
                                          ---------       --------      ---------      -------

NET LOSS                                  $(847,995)     $(193,054)   $(2,539,315)   $(232,256)
                                          =========      =========    ===========    =========
NET LOSS PER COMMON SHARE
   (Basic and diluted)                     $(0.01)        $(0.01)        $(0.01)      $(0.01)

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                                                        183,279,170   58,992,000
                                                                      ===========   ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


                                                                 Nine Months Ended Sept 30,
                                                                 --------------------------
                                                                      2004          2003
                                                                 ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                              <C>            <C>
   Net loss                                                      $(2,539,315)   $(232,256)
   Adjustments to reconcile net loss to net cash provided
       by operating activities:
     Depreciation and amortization                                   245,732       10,669
     Accounts receivable                                            (479,081)     (30,156)
     Prepaid license fee                                            (150,000)
     Amortization of prepaid consulting and license fees             151,428
     Accounts payable                                                801,227       95,534
     Accrued expenses                                                217,946
                                                                 -----------    ---------
              Net Cash Used in Operating Activities               (1,752,063)    (156,209)
                                                                 -----------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Cash paid for property and equipment                            (330,496)
    Proceeds on disposition of property and equipment                195,380
    Deposits                                                             236         (236)

              Net Cash Used in Investing Activities                 (134,880)        (236)
                                                                 -----------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                     (3,442)       5,128
   Payments on notes payable to related parties                      (24,458)
   Change in loans payable                                          (365,421)     151,317
   Sale of common stock                                            2,076,584
   Stock subscription receipts                                       180,000
                                                                 -----------    ---------
               Net Cash Provided by Financing Activities           1,863,263      156,445
                                                                 -----------    ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                               83,251            0
                                                                 -----------    ---------

 NET INCREASE IN CASH                                                 59,571            0
                                                                 -----------    ---------
CASH AND CASH EQUIVALENTS BEGINNING OF
   YEAR                                                               34,705            0
                                                                 -----------    ---------

CASH AND CASH EQUIVALENTS END OF YEAR                            $    94,276    $       0
                                                                 ===========    =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 1 BASIS OF PRESENTATION

          The accompanying condensed consolidated financial statements have been
          prepared in accordance with generally accepted  accounting  principles
          for interim financial  information.  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  in  order  to  make  the  financial
          statements  not misleading  have been  included.  Results for the nine
          months ended September 30, 2004 are not necessarily  indicative of the
          results  that may be expected  for the year ending  December 31, 2004.
          For  further  information,  refer  to  the  financial  statements  and
          footnotes  thereto  included in the  Satellite  Enterprise  Corp.  and
          Subsidiaries  annual report on Form 10-KSB for the year ended December
          31, 2003 and Form SB-2 filed in November 2004.

NOTE 2 NOTES PAYABLE TO FINANCIAL INSTITUTIONS

          The   Company  has  several   unsecured   loans  to  seven   financial
          institutions  in the amount of $508,505.  Of this amount,  $481,274 is
          interest bearing with maturity dates between July 4, 2003 and November
          3, 2004.  The interest  rate is 6% under the terms of agreement and no
          interest  is due and  payable,  if the loans are  repaid as of the due
          date.

NOTE 3  NOTES PAYABLE TO RELATED PARTIES

          At September 30, 2004,  the principal  stockholder  of the Company has
          advanced to the Company $1,161,700. There is no specific maturity date
          and the loan is  interest  free.  Imputed  interest  on the loan would
          approximate $42,000 for the nine months ended September 30, 2004 at an
          average rate of 5%.

NOTE 4  STOCKHOLDERS' EQUITY

          Private Placement Offering - GCH Capital
          ----------------------------------------

          In  November  2003,  the  Company   entered  into  private   placement
          agreements with Hyde  Investments,  LTD., and Livingston  Investments,
          LTD, British Virgin Islands Corporations, whereby these entities would
          purchase  15,000,000 shares of the Company's common stock at $0.06 per
          share net of 10% for  commissions  with the right to purchase and sell
          an additional  15,000,000  shares once $1,000,000 has been paid to the
          Company.  The intent of the  agreement  is for the  Company to receive
          approximately  $200,000  per month from the sale of its common  stock.
          Through  December  31,  2003,  the  Company  received  $79,465  in net
          proceeds from the sale of 1,324,350 shares of its common stock.

          In  connection  with the  private  placement  offering,  a warrant was
          issued to GCH  Capital,  LTD for  3,000,000  shares  of the  Company's
          common stock at an exercise  price of $0.06 per share.  The warrant is
          fully vested and exercisable as at the date of the agreement, November
          26, 2003.

          Consulting Agreement - GCH Capital, LTD
          ---------------------------------------

          On December 1, 2003, the Company  entered into a consulting  agreement
          with GCH  Capital,  LTD to provide  assistance  relating  to  business
          acquisition and general  business  strategies.  Under the terms of the
          agreement,  the Company was to issue 5,000,000 shares of the Company's
          common  stock.  None of these  shares were  issued as of December  31,
          2003. In March 2004, the Company issued 5,000,000 shares. GCH Capital,
          LTD is also to receive a monthly  consulting  fee of $10,000 per month
          for 36 months.  The Company has the right to buy back up to  1,000,000
          shares of the common stock held in escrow at $0.20 per share  provided
          that such purchase right shall expire as to 50,000 shares on the first
          day of each month, beginning January 1, 2004.

                                       6
<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 4  STOCKHOLDERS' EQUITY (CONTINUED)

          GCH Capital,  LTD also  received an  additional  warrant for 3,000,000
          shares of the company's common stock as part of a consulting agreement
          dated  December 31, 2003.  The exercise  price of the warrant is $0.06
          per  share,  and is fully  vested and  exercisable  at the date of the
          agreement.

          Increase in Authorized Shares
          -----------------------------

          On March  11,  2004,  the  Directors  and  Shareholders  of  Satellite
          Enterprises  Corp.  approved an increase in the  authorized  number of
          shares of common stock from  200,000,000 to 500,000,000 and declared a
          3-for-1 stock split  effective in the form of a 200% dividend  payable
          on or about March 31, 2004 to  shareholders  of record as of March 22,
          2004.  All share data and per share figures have been adjusted to give
          effect to the 3-for-1 split.

          Stock Option Agreement
          ----------------------

          On November  26,  2003,  the  shareholders  approved a Stock  Purchase
          Option  Agreement  with Media Finance en Suisse  Holding GMBH, a Swiss
          Corporation  ("Media  Finance").  Media Finance is wholly owned by the
          family of the  President and Chief  Executive  Officer of the Company.
          This  option  agreement  allowed  the  Company to acquire the right to
          purchase  100% of the  shares of common  stock of Suisse and a 20 year
          exclusive   license  agreement  to  distribute  all  satellite  device
          content.  The  exercise  of this  option  agreement  gave the  Company
          worldwide  rights to market and  distribute  its  products.  Under the
          Option  Agreement,  Media  Finance  grants the  Company  the right and
          option to acquire from it all of the shares of Suisse (20,000  shares)
          for the aggregate consideration of 126,000,000 shares of common stock,
          par value $0.001 per share of the company.

          Other Stock Issuances
          ---------------------

          During the first quarter of 2004, GCH Capital,  as part of the private
          placement, sold 6,830,864 shares for $409,443. The shares were sold at
          $0.06 per share , net of commissions.

          The company issued 5,000,000 shares of its common stock to GCH Capital
          valued at $0.06  per share or  $300,000  in  connection  with a 3 year
          consulting   agreement   relating  to  investment  banking  commencing
          December 1, 2003.

          In May 2004, the Company entered into a private placement  arrangement
          with a group of  investment  bankers as amended on October 29, 2004 to
          sell  8,695,653  shares  of its  common  stock at a price of $0.23 per
          share and the  issuance  of  $500,000 5%  convertible  debentures  due
          October 31, 2005. The debentures are convertible  into common stock at
          $0.23 per share.  Interest is payable to  maturity.  The Company  will
          receive the proceeds of the  convertible  debentures  upon filing of a
          registration  statement  to register the shares sold under the private
          placement.  The net  proceeds  to the  Company  is  anticipated  to be
          $2,167,140  after  deducting  $332,860  for  underwriting,  legal  and
          professional fees. Additionally, $150,000 was paid to GCH Capital as a
          break-up fee under their  investment  banking  arrangement.  Under the
          terms of the  agreement,  20,000,000  shares of the  Company's  common
          stock owned by Media Finance en Suisse GMBH was pledged as collateral,
          8,695,653  warrants  were  issued to acquire  shares of the  Company's
          common  stock at $1.50 per share and the  Company has issued an option
          to each of the  investors to purchase an  equivalent  number of shares
          within a four month period  subsequent  to the  effective  date of the
          Registration Statement at $0.23 per share.

                                       7
<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 4   STOCKHOLDERS' EQUITY (CONTINUED)

          Under the terms of the securities Purchase  Agreement,  the company is
          subject to penalties payable in cash or stock for non-compliance  with
          certain terms and conditions of the agreement.

          On August 27, 2004,  GCH Capital was issued  581,949  shares of common
          stock  valued at $0.0667 per share in payment of  accounts  payable in
          the amount of $38,816.

          Stock Options
          -------------

          On  December  1,  2003,  the  Company   granted  options  to  purchase
          24,309,000 shares of the company's common stock to consultants with an
          exercise price of $0.06 per share.  These options  vested  immediately
          and will expire five years from issuance  date.  The options issued to
          consultants had a fair value of $244,692 based upon the  Black-Scholes
          options pricing model. The compensation  associated with these options
          was expensed during the six months ended December 31, 2003.

          Stock Options (Continued)
          -------------------------

          Transactions involving options are summarized as follows:

<TABLE>
          <S>                                               <C>           <C>
          Balance - July 1, 2003                                     0    $    0
          Options granted December 1, 2003                  24,309,000    $0.066

          Balance December 31, 2003 and September 30, 2004  24,309,000    $0.066
</TABLE>

          Pro  forma  information  regarding  net loss and net loss per share as
          required  by SFAS  123  has  been  determined  as if the  Company  had
          accounted  for its employee  stock options under the fair value method
          of SFAS 123. The fair value of these options was estimated at the date
          of  grant   using  the   Black-Scholes   option-pricing   model   with
          weighted-average  assumptions  for the year ended December 31, 2003 as
          follows:

          Assumptions
          -----------

<TABLE>
          <S>                                                              <C>
          Risk-free rate                                                   3.46%
          Dividend yield                                                     N/A
          Volatility factor of the expected market price of the
             Company's common stock                                         .10%
          Average
          life
          1 year
          Interest rate                                                    3.46%
</TABLE>

          For purposes of pro forma disclosures, the estimated fair value of the
          options has been expensed in the current period. Accordingly, there is
          no  difference  between  actual and pro forma  results  during the six
          months ended December 31, 2003.


                                       8
<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 4   STOCKHOLDERS' EQUITY (CONTINUED)

          The following table  summarizes  information  concerning stock options
          outstanding at December 31, 2003 and September 30, 2004.

<TABLE>
<CAPTION>
                                                                      Remaining
                 Period        Exercise Price  Number Outstanding  Contractual Life  Number Exercisable
           ------------------  --------------  ------------------  ----------------  ------------------

           <S>                     <C>            <C>                 <C>                <C>
           December 31, 2003       $0.066         24,309,000          5    years         24,309,000
           September 30, 2004                                         4.25 years
</TABLE>

          Stock Warrants
          --------------

          The Company has issued  stock  warrants  to purchase an  aggregate  of
          4,050,000  shares of the Company's  common stock at $0.11 through June
          2006 as part of a general  release and  settlement  agreement  entered
          into with respect to previously issued convertible  debentures.  These
          warrants are fully vested and 100% exercisable.

          Reserved Shares
          ---------------

          At December 31, 2003, the Company  reserved  50,398,132  shares of its
          common  stock  under  existing   agreements  for  private  placements,
          options, warrant agreements and consulting arrangements.  At September
          30, 2004, the Company reserved 25,659,000 shares.

   NOTE 5  RELATED TRANSACTIONS

          License Agreement
          -----------------

          The Company has entered  into a license  agreement  under the terms of
          the  acquisition  agreement  with Media  Finance en Suisse GMBH.  Such
          license agreement  provides for a monthly payment of $25,000 ($300,000
          per year)  for 20 years.  Media  Finance  en Suisse  GMBH is a company
          controlled by the  President,  Chief  Executive  Officer and principal
          stock  holder of the company.  The Company at  September  30, 2004 has
          prepaid the license fee for the three months ending  December 31, 2004
          and has been  recorded  as a  prepayment  in the  Company's  financial
          statements.

          Distribution Agreement
          ----------------------

          The  Company  has  entered  into a  service  agreement  with  Eurostar
          facilities, BV hereafter referred to as "Eurostar". Under the terms of
          the  service  agreement  Eurostar  is  to  provide  all  international
          transmissions   and   communications   with   the   Kiosks,    provide
          administration and support services,  including management  personnel,
          to the Company's  wholly owned operating entity Satellite Suisse GMBH.
          The agreement is for a minimum of 5 years commencing  November 3, 2003
          and  provides  for a base  monthly  payment  of $55,000  ($50,000  for
          transmission  service  and  $5,000 for rent of  installed  equipment).
          Additionally,  it provides  for separate  hourly rates for  management
          personnel,  technical staff and administrative  staff. During the nine
          months  ended  September  30,  2004,  the  Company  has paid  Eurostar
          approximately  $854,000  of which  approximately  $424,000  is owed at
          September 30, 2004.

          At the time the  agreement  was  consummated,  the President and Chief
          Executive Officer of Satellite Suisse GMBH had an investment  interest
          in Eurostar which was subsequently severed in December 2003.

                                       9
<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2004


   NOTE 6  OPERATING LEASES

          The Company has entered into two  operating  leases for an  automobile
          and corporate home in Switzerland.  The corporate home commenced April
          1, 2004 and has an  unlimited  duration  which can be  cancelled  upon
          three months written notice in advance. The monthly rent is $1,620 per
          month. The auto lease is for a period of 48 months commencing March 1,
          2004 and requires a monthly payment of $1,556.  Minimum annual rentals
          are as follows:

<TABLE>
                 <S>                                           <C>
                 Three months ended December 31, 2004          $  9,528
                         Year ended December 31, 2005            38,112
                                                 2006            38,112
                                                 2007            22,552
                                                 2008            19,440
</TABLE>

   NOTE 7  EMPLOYMENT CONTRACT

          The Company has entered into an employment contract with the President
          and Chief Operating Officer of Satellite  Newspaper Suisse,  GMBH. The
          contract  commenced January 1, 2004 and its duration is infinite.  The
          agreement  provides for a monthly salary of approximately  $10,000 per
          month plus reasonable travel expenses.

   NOTE 8  LITIGATION

          Two former U.S.  employees of Satellite  Newspapers  Corporation  have
          brought suit  against the Company in Florida for breach of  employment
          contracts and unpaid  salaries,  fringe benefits and travel  expenses.
          The complaint does not specify any dollar amount. The company believes
          the suit is without merit and intends to fight the case vigorously.

                                       10
<PAGE>

ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary   Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities Litigation Reform Act of 1995:

This Quarterly  Report on Form 10-QSB for the quarterly  period ended  September
30, 2004 contains "forward-looking" statements within the meaning of the Federal
securities  laws.  These  forward-looking   statements  include,  among  others,
statements concerning the Company's  expectations  regarding sales trends, gross
and  net  operating  margin  trends,   political  and  economic   matters,   the
availability of equity capital to fund the Company's capital  requirements,  and
other  statements  of  expectations,   beliefs,  future  plans  and  strategies,
anticipated  events or trends, and similar  expressions  concerning matters that
are not  historical  facts.  The  forward-looking  statements in this  Quarterly
Report on Form 10-QSB for the  quarterly  period  ended  September  30, 2004 are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially  from  those  results  expressed  in or  implied  by  the  statements
contained herein.

The interim  financial  statements  have been prepared by Satellite  Enterprises
Corp. and in the opinion of management,  reflect all material  adjustments which
are necessary to a fair statement of results for the interim periods  presented,
including  normal  recurring  adjustments.   Certain  information  and  footnote
disclosures made in the most recent annual financial  statements included in the
Company's Form 10-KSB for the year ended December 31, 2003,  have been condensed
or omitted for the interim  statements.  It is the Company's  opinion that, when
the  interim  statements  are read in  conjunction  with the  December  31, 2003
financial  statements,  the  disclosures  are  adequate to make the  information
presented not  misleading.  The results of operations for the three months ended
September 30, 2004 are not necessarily  indicative of the operating  results for
the full fiscal year.

The Company's auditors in the most recent annual financial  statements  included
in the Company's  Form 10-KSB for the year ended December 31, 2003 have issued a
going concern opinion. The Company's auditors have reported that the Company has
suffered  recurring  net  operating  losses and has a current ratio deficit that
raises  substantial  doubt  about our  Company's  ability to continue as a going
concern. Additionally even if the Company does raise sufficient capital, acquire
additional  companies or generate revenues,  there can be no assurances that the
net  proceeds or the  revenues  will be  sufficient  to enable it to develop the
business  to a  level  where  it will  generate  profits  and  cash  flows  from
operations.

The  Company  is in  the  development  stage  and to  date,  has  not  generated
sufficient revenues from operation to cover all operating expenses.  The Company
intends to fund its  operations  and other  capital needs for the next 12 months
substantially  from  proceeds  from  additional  private or public  offerings of
equity and/or from debt financing, but there can be no assurance that such funds
will be sufficient for these  purposes.  In addition,  there can be no assurance
that such financing will be available,  or that such financing will be available
on acceptable terms.

                                        11
<PAGE>

Overview:

Satellite Enterprises Corp. (formerly GreenVolt Power Corp.) (the "Company") was
formed as a Nevada  corporation  on April 14,  1998,  to operate as a  specialty
retailer of fine jewelry.  In its fiscal year ending June 30, 2000,  the Company
sold a  limited  quantity  of  jewelry  through  direct  mail  and word of mouth
advertising.

On July 29, 2000,  subsequent to the close of its June 30, 2000 fiscal year, the
Company  acquired 100% of the outstanding  shares of GreenVolt Corp., an Ontario
Corporation  ("GreenVolt")  in a stock for stock exchange.  GreenVolt was in the
process of developing fuel cell  technologies for commercial and industrial use.
In connection with this transaction,  management of the Company changed, and the
Company  disposed of its retail jewelry  business in September 2000, by transfer
of all jewelry assets and  liabilities  to Larry Beck, a former  director of the
company. In connection with such transaction,  the Company changed its name from
Beck & Co., Inc. to GreenVolt Power Corp.

On August 27, 2002, Satellite Holdings,  Ltd., a corporation organized under the
laws of Turks & Caicos, acquired 13,783,740 shares of the Company's common stock
from Thomas L. Faul. Such shares represented approximately 53% of the issued and
outstanding common stock of the Company. Mr. Faul resigned as the Company's sole
officer  and  director,  after  appointing  Robert  Hodge as the  Company's  new
President  and CEO, and as Chairman of the Board of Directors.  In addition,  in
exchange for the release by Faul of the Company for various claims,  the Company
transferred its wholly-owned subsidiary, GreenVolt Corp., to Faul.

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 stock split (the "Reverse
Stock  Split") of its  outstanding  common stock.  During fiscal year 2003,  the
Company concentrated its efforts on maintaining its corporate status and seeking
a merger candidate.

On June 20, 2003,  just prior to the close of its June 30, 2003 fiscal year,  in
conjunction  with a previously  reported  change of control of the Company,  the
Company entered into a Rights Agreement with Satellite  Newspapers Worldwide NV,
a  corporation  organized  under  the  laws  of  the  Netherlands   (hereinafter
"Satellite  Newspapers").  Under said  Rights  Agreement,  Satellite  Newspapers
appointed the Company as it's irrevocable  commercial  exclusive  distributor to
promote the sale and/or lease of its newspaper  Kiosks  (hereinafter  "KiOSK)and
the associated  Satellite  newspaper content  distribution  technology for which
Satellite Newspapers has developed the technology, owns the patents, engineering
and technical design. These Rights include the exclusive rights to use the trade
names, logos and other trade  designations,  including,  but not limited to, all
rights  to the  Satellite  Newspapers  derived  content  fed into the  territory
granted therein to the Company and the names "Satellite  Newspapers"  devices or
variants  thereof as a corporate  or trade name of Satellite  Newspapers.  These
Rights also include the exclusive rights to distribute all available contents of
its KiOSKs in its  territory  which  includes  all of North,  Central  and South
America  including  but not  limited  to Mexico,  the United  States and all its
territories,  and all the Caribbean Islands, including the existing inventory of
prototype and placebo units of its KiOSKs in the Americas.

                                       12
<PAGE>

The Rights  further  include all parts and supply  inventory  owned by Satellite
Newspapers relating to its KiOSKs in said territory.

On November 26, 2003, the  shareholders  at a special  meeting  approved a Stock
Purchase  Option  Agreement  dated  November 26, 2003 between  Media  Finance en
Suisse Holding GMBH, a Swiss Corporation  (hereinafter  "Media Finance").  Media
Finance,  which has patents  and know how to  distribute  newspaper  content via
satelite,  is the 100% owner of Satellite  Newspapers  Suisse GMBH. The terms of
the stock option  agreement would allow the Company to acquire 100% of Satellite
Newspapers Suisse GMBH and Media Finance would grant a 20 year exclusive license
to the Company.  The license agreement provides for a monthly payment of $25,000
per month.  Media Finance is 100% owned by the family of the President and Chief
Executive Officer of the Company.  This option agreement would allow the Company
to acquire the right to purchase 100% of the shares of common stock of Satellite
Newspapers  Suisse  GMBH and give the  Company  worldwide  rights to market  and
distribute ithts to market and distribute its products.

Under the Option Agreement,  Media Finance would grant the Company the right and
option to purchase from it, all of the shares of Satellite Suisse  consisting of
20,000 shares for the  aggregate  consideration  of 42,000,000  shares of common
stock, par value $0.001 per share of the company.

The Stock Option Agreement dated November 26, 2003 was exercised on February 15,
2004 thereby allowing the Company to acquire the World Wide rights to market and
distribute  the  products  of Media  Finance.  The  agreement  provides  for the
purchase of 100% of Satellite Suisse.

THE BUSINESS OF THE COMPANY - AS OF SEPTEMBER 30, 2004

On November 26, 2003, the  shareholders  at a special  meeting  approved a Stock
Purchase Option  Agreement dated November 26, 2003 between Media Finance.  Media
Finance,  which has patents  and know how to  distribute  newspaper  content via
satelite,  is the 100% owner of Satellite  Newspapers  Suisse GMBH. The terms of
the stock option  agreement would allow the Company to acquire 100% of Satellite
Newspapers Suisse GMBH and Media Finance would grant a 20 year exclusive license
to the Company.  The license agreement provides for a monthly payment of $25,000
per month.  Media Finance is 100% owned by the family of the President and Chief
Executive Officer of the Company.  This option agreement would allow the Company
to acquire the right to purchase 100% of the shares of common stock of Satellite
Newspapers  Suisse  GMBH and give the  Company  worldwide  rights to market  and
distribute it rights to market and distribute its products.

Under the Option Agreement,  Media Finance would grant the Company the right and
option to purchase from it, all of the shares of Satellite Suisse  consisting of
20,000 shares for the  aggregate  consideration  of 42,000,000  shares of common
stock, par value $0.001 per share of the company.

The Stock Option Agreement dated November 26, 2003 was exercised on February 15,
2004 thereby allowing the Company to acquire the World Wide rights to market and
distribute  the  products  of Media  Finance.  The  agreement  provides  for the
purchase of 100% of Satellite Suisse.

THE BUSINESS AND ITS OBJECTIVES

The  Company  is the  exclusive  holder of the World  Wide  rights to market and
distribute  the  products of Media  Finance en Suisse  Holding  GMBH.  Satellite
Newspapers  has  developed and operates  through a series of master  distributor
agreements a series of automated digital KiOSKS able to deliver  print-on-demand
copies of any of its 100+ syndicated international newspaper titles.

To date, the Satellite  Newspapers Suisse has a master distributor  agreement in
the Middle East,  Europe,  Australia  and the Far East.  The Company is actively
pursuing such an agreement for the Americas markets, though no such agreement is
in place to date. The Company's  revenues are derived by a distributor  fee paid
to it by its master  distributors as well as advertising  fees, and fees paid on
each newspaper sold.

                                       13
<PAGE>

                           PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGSS

Two former U.S. employees of Satellite Newspapers Americas, a 100% subsidiary of
Satellite  Enterprises Corp have brought suit against the Company in Florida for
breach of employment  contracts and unpaid salaries,  fringe benefits and travel
expenses. The complaint does not specify any dollar amount. The company believes
the suit is without merit and intends to fight the case vigorously.


ITEM  2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Private Placement Offering - GCH Capital
----------------------------------------

In November 2003, the Company  entered into private  placement  agreements  with
Hyde Investments,  LTD., and Livingston Investments, LTD, British Virgin Islands
Corporations,  whereby these entities would  purchase  15,000,000  shares of the
Company's  common stock at $0.06 per share net of 10% for  commissions  with the
right to purchase and sell an additional  15,000,000  shares once $1,000,000 has
been paid to the  Company.  The intent of the  agreement  is for the  Company to
receive  approximately  $200,000  per month from the sale of its  common  stock.
Through December 31, 2003, the Company received $79,465 in net proceeds from the
sale of 1,324,350 shares of its common stock.

In connection with the private placement  offering,  a warrant was issued to GCH
Capital,  LTD for 3,000,000  shares of the Company's common stock at an exercise
price of $0.06 per share.  The warrant is fully vested and exercisable as at the
date of the agreement, November 26, 2003.

Consulting Agreement - GCH Capital, LTD
---------------------------------------

On December 1, 2003,  the Company  entered into a consulting  agreement with GCH
Capital,  LTD to provide assistance relating to business acquisition and general
business strategies.  Under the terms of the agreement, the Company was to issue
5,000,000 shares of the Company's common stock. None of these shares were issued
as of December 31, 2003. In March 2004, the Company issued 5,000,000 shares. GCH
Capital,  LTD is also to receive a monthly  consulting  fee of $10,000 per month
for 36 months.  The Company has the right to buy back up to 1,000,000  shares of
the common stock held in escrow at $0.20 per share  provided  that such purchase
right shall expire as to 50,000 shares on the first day of each month, beginning
January 1, 2004.

GCH Capital, LTD also received an additional warrant for 3,000,000 shares of the
company's  common stock as part of a  consulting  agreement  dated  December 31,
2003. The exercise price of the warrant is $0.06 per share,  and is fully vested
and exercisable at the date of the agreement.

Increase in Authorized Shares
-----------------------------

On March 11, 2004, the Directors and Shareholders of Satellite Enterprises Corp.
approved  an increase in the  authorized  number of shares of common  stock from
200,000,000 to 500,000,000  and declared a 3-for-1 stock split  effective in the
form of a 200% dividend  payable on or about March 31, 2004 to  shareholders  of
record as of March 22,  2004.  All share  data and per share  figures  have been
adjusted to give effect to the 3-for-1 split.


                                       14
<PAGE>
Stock Option Agreement
----------------------

On  November  26,  2003,  the  shareholders  approved  a Stock  Purchase  Option
Agreement with Media Finance en Suisse Holding GMBH, a Swiss Corporation ("Media
Finance").  Media  Finance is wholly  owned by the family of the  President  and
Chief  Executive  Officer of the  Company.  This  option  agreement  allowed the
Company to acquire the right to purchase  100% of the shares of common  stock of
Suisse and a 20 year  exclusive  license  agreement to distribute  all satellite
device content. The exercise of this option agreement gave the Company worldwide
rights to market and distribute its products. Under the Option Agreement,  Media
Finance  grants the Company  the right and option to acquire  from it all of the
shares of Suisse (20,000 shares) for the aggregate  consideration of 126,000,000
shares of common stock, par value $0.001 per share of the company.

Other Stock Issuances
---------------------

During the first quarter of 2004, GCH Capital, as part of the private placement,
sold  6,830,864  shares for $409,443.  The shares were sold at $0.06 per share ,
net of commissions.

The company issued 5,000,000 shares of its common stock to GCH Capital valued at
$0.06 per share or $300,000 in  connection  with a 3 year  consulting  agreement
relating to investment banking commencing December 1, 2003.

In May 2004, the Company  entered into a private  placement  arrangement  with a
group of  investment  bankers as amended on October 29,  2004 to sell  8,695,653
shares of its  common  stock at a price of $0.23 per share and the  issuance  of
$500,000 5%  convertible  debentures  due October 31, 2005.  The  debentures are
convertible  into  common  stock at $0.23 per  share.  Interest  is  payable  to
maturity.  The Company will receive the proceeds of the  convertible  debentures
upon filing of a  registration  statement  to register the shares sold under the
private  placement.  The  net  proceeds  to the  Company  is  anticipated  to be
$2,167,140  after deducting  $332,860 for  underwriting,  legal and professional
fees.  Additionally,  $150,000  was paid to GCH Capital as a break-up  fee under
their  investment  banking  arrangement.  Under  the  terms  of  the  agreement,
20,000,000 shares of the Company's common stock owned by Media Finance en Suisse
GMBH was pledged as collateral, 8,695,653 warrants were issued to acquire shares
of the  Company's  common stock at $1.50 per share and the Company has issued an
option to each of the  investors  to  purchase  an  equivalent  number of shares
within a four month period  subsequent to the effective date of the Registration
Statement at $0.23 per share.

Under the terms of the securities Purchase Agreement,  the company is subject to
penalties  payable in cash or stock for  non-compliance  with certain  terms and
conditions of the agreement.

On August 27, 2004, GCH Capital was issued 581,949 shares of common stock valued
at $0.0667 per share in payment of accounts payable in the amount of $38,816.

Stock Options
-------------

On December 1, 2003, the Company granted options to purchase  24,309,000  shares
of the company's common stock to consultants with an exercise price of $0.06 per
share. These options vested immediately and will expire five years from issuance
date. The options issued to consultants  had a fair value of $244,692 based upon
the Black-Scholes options pricing model. The compensation  associated with these
options was expensed during the six months ended December 31, 2003.

Transactions involving options are summarized as follows:

<TABLE>
   <S>                                               <C>           <C>
   Balance - July 1, 2003                                     0    $    0
   Options granted December 1, 2003                  24,309,000    $0.066

Balance December 31, 2003 and September 30, 2004     24,309,000    $0.066
</TABLE>

                                        15
<PAGE>

          The following table  summarizes  information  concerning stock options
          outstanding at December 31, 2003 and September 30, 2004.

<TABLE>
<CAPTION>
                                                                      Remaining
  Period   Exercise Price Number Outstanding Contractual Life Number Exercisable
---------- -------------- ------------------ ---------------- ------------------

<S>            <C>           <C>                <C>                <C>
12-31-2003     $0.066        24,309,000         5    years         24,309,000
 9-30-2004                                      4.25 years
</TABLE>

Stock Warrants
--------------

The Company has issued  stock  warrants to purchase an  aggregate  of  4,050,000
shares of the  Company's  common  stock at $0.11  through June 2006 as part of a
general release and settlement agreement entered into with respect to previously
issued  convertible  debentures.  These  warrants  are  fully  vested  and  100%
exercisable.

Reserved Shares
---------------

At December 31, 2003, the Company reserved 50,398,132 shares of its common stock
under existing  agreements for private placements,  options,  warrant agreements
and  consulting  arrangements.  At  September  30,  2004,  the Company  reserved
25,659,000 shares.


ITEM  3.  DEFAULTS UPON SENIOR SECURITIES

None


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

On July 6, 2004 the  Company  filed a Schedule  14C dated July 2, 2004 which was
mailed to the  shareholders  of record that the Company by prior approval of the
board of  directors  by prior  approval  by written  consent of the holders of a
majority  of the  Company's  outstanding  shares of  common  stock,  approved  a
resolution to, amend Article 4 of the Articles of  Incorporation of Satellite by
increasing  the number of authorized  shares from  200,000,000  shares of common
stock to 500,000,000  shares of common stock, all with a par value of $0.001 per
share, and correspondingly  increase the number of issued and outstanding shares
of common stock held by each stockholder of record, as a result of a 200 percent
stock dividend.


ITEM  5.  OTHER INFORMATION

None


ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits - Exhibits 31 and 32 (Sarbanes-Oxley)

     (b) Reports on Form 8-K:

     During the three months ended September 30, 2004, the Company did not filed
any reports on Form 8-K:


                                   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 ENTERPRISE CORP.
                                               --------------------------------
                                                       (Registrant)



Date:  November 22, 2004                    By:  /s/ ROY PICENI
                                               --------------------------------
                                               Roy Piceni
                                               Chief Operating Officer
                                               (Duly Authorized Officer)


Date:  November 22, 2004                    By:  /s/ LEO VAN DE VOORT
                                               --------------------------------
                                               Leo Van de Voort
                                               Chief Financial Officer
                                               (Principal Financial
                                               and Accounting Officer)


                                       15
<PAGE>