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 March 31, 2005

|_|   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)


               2140 South Dixie Highway 303, Miami, Florida 33133
                    (Address of principal executive offices)

                                 (305) 858-1494
                           (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 May 20, 2005, the Company had 226,292,559 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>

                          PART I. FINANCIAL INFORMATION

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


Item 1. Financial Statements

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                March 31,     December 31,
                                                                  2005            2004
                                                              ------------    ------------
                                                               (Unaudited)

<S>                                                           <C>             <C>
CURRENT ASSETS
   Cash                                                       $    208,214    $     54,195
   Accounts receivable                                             190,132         119,644
   Inventory                                                       133,994          59,079
                                                              ------------    ------------
         Total Current Assets                                      532,340         232,918
EQUIPMENT, net of accumulated depreciation of
   $369,179 and $300,765 at March 31, 2005
    December 31, 2004, respectively                              1,226,586       1,276,727
OTHER  ASSETS
   Technology rights                                                15,458          15,458
                                                              ------------    ------------

         Total Assets                                         $  1,774,384    $  1,525,103
                                                              ============    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   5% Convertible subordinated debenture                      $    500,000    $    500,000
   Accounts payable                                              1,283,595         951,771
   Accrued expenses                                                141,724         103,256
   Accrued salaries and related expenses                           350,456         253,444
                                                              ------------    ------------
         Total Current Liabilities                               2,275,775       1,808,471

LONG-TERM LIABILITIES
   Notes payable to related parties                              1,532,416       1,436,617
   Loans payable                                                 1,227,059       1,247,878
                                                              ------------    ------------
         Total Long -Term Liabilities                            2,759,475       2,684,495

STOCKHOLDERS' DEFICIT
    Preferred stock, par value $0.001 authorized
     5,000,000 shares, none issued and outstanding
   Common stock authorized 500,000,000
      shares; par value $0.001; issued and
      outstanding 225,168,271 shares at
      March 31, 2005 and December 31, 2004                         225,169         225,169
   Additional paid-in capital                                    7,405,929       7,405,929
   Stock subscription receivable
   Accumulated deficit                                         (10,673,846)    (10,212,366)
   Accumulated  other comprehensive loss                          (218,118)       (386,595)
                                                              ------------    ------------
         Total Stockholders' Deficit                            (3,260,866)     (2,967,863)
                                                              ------------    ------------
           Total Liabilities and Stockholders' Deficit        $  1,774,384    $  1,525,103
                                                              ============    ============
</TABLE>



                 See accompanying notes to financial statements.

<PAGE>

                  SATELLITE ENTERPRISES CORP. AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>
                                                                           For the Period
                                          For The Three Months Ended      January 2, 2002
                                                   March 31,               (Inception) to
                                            2005              2004              March
                                                                              31, 2005
                                      --------------    --------------    --------------
<S>                                   <C>               <C>               <C>
NET SALES                             $      741,205    $      189,778    $    1,914,481

COSTS AND EXPENSES
   Cost of services                          158,785           146,861         1,106,718
   Selling, general and
     administrative                        1,006,747           635,421         5,924,121
   Stock-based compen-
     sation                                                                      244,692
   Stock issued for services                                                   3,570,000
   Impairment of Goodwill                                                      1,131,100
   Depreciation and
     amortization                             68,414            72,173           369,179
                                      --------------    --------------    --------------
       Total Costs and Expenses            1,233,946           854,455        12,345,810
                                      --------------    --------------    --------------

NET OPERATING LOSS                          (492,741)         (664,677)      (10,431,329)

OTHER INCOME (EXPENSE)
   Currency Gain (Loss)                       72,110             9,128            32,727
   Loss on disposal of equipment                                                (135,745)
   Interest expense                          (40,849)                           (139,499)
                                      --------------    --------------    --------------
       Total Other Income (Expense)           31,261             9,128          (242,517)
                                      --------------    --------------    --------------

NET LOSS                              $     (461,480)   $     (655,549)   $  (10,673,846)
                                      ==============    ==============    ==============

NET LOSS PER COMMON
   SHARE (BASIC AND
    DILUTED)                          $        (0.01)   $        (0.01)   $        (0.06)
                                      ==============    ==============    ==============

WEIGHTED AVERAGE
   COMMON SHARES
   OUTSTANDING                           225,168,271       131,258,740       166,390,617
                                      ==============    ==============    ==============
</TABLE>


           See accompanying notes to consolidated financial statements

<PAGE>

                  SATELLITE ENTERPRISES CORP. AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          For the Period
                                                        For The Three Months Ended       January 2, 2002
                                                                March 31,                (Inception) to
                                                           2005             2004          March 31, 2005
                                                      --------------    --------------    --------------
<S>                                                   <C>               <C>               <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES
   Net loss                                           $     (461,480)   $     (655,549)   $  (10,673,846)
   Adjustments to reconcile net loss to
     cash flows used in operating activities:
       Stock based compensation                                                                  244,692
       Common stock issued for services                                                        3,570,000
       Depreciation                                           68,414            72,173           369,179
       Loss on disposal of equipment                                                             135,745
       Impairment of goodwill                                                                  1,131,100
       Changes in operating assets and liabilities:
       Changes in net assets acquired                                           66,294
       Accounts receivable                                   (70,488)                           (190,132)
       Inventory                                             (74,915)                           (133,994)
       Accounts payable                                      331,824            30,000         1,017,996
       Accrued expenses                                       38,468                             134,852
       Accrued salaries and related expenses                  97,012                             350,456
                                                      --------------    --------------    --------------
         NET CASH FLOWS USED IN
           OPERATING ACTIVITIES                              (71,165)         (487,082)       (4,043,952)
                                                      --------------    --------------    --------------

CASH FLOWS FROM INVESTING
   ACTIVITIES
   Cash paid for property and equipment                      (18,273)                           (605,446)
                                                      --------------    --------------    --------------
       NET CASH FLOWS USED IN
         INVESTING ACTIVITIES                                (18,273)                           (605,446)
                                                      --------------    --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
   5% Convertible subordinated debenture                                                         500,000
   Cash received in acquisition of subsidiary                                                      9,454
   Advances from notes payable to related
      parties                                                 95,799                             927,610
   Change in loans payable                                   (20,819)                          1,239,577
   Proceeds from issuance of common stock                                      387,340         2,217,612
   Proceeds from stock subscription receivable                                 134,460           180,000
                                                      --------------    --------------    --------------
       NET CASH FLOWS PROVIDED BY
         FINANCING ACTIVITIES                                 74,980           521,800         5,074,253
                                                      --------------    --------------    --------------

EFFECT OF EXCHANGE RATE
   CHANGES ON CASH                                           168,477                            (216,641)
                                                      --------------    --------------    --------------
INCREASE IN CASH                                             154,019            34,718           208,214
CASH, BEGINNING OF PERIOD                                     54,195            (3,645)
                                                      --------------    --------------    --------------
CASH, END OF PERIOD                                   $      208,214    $       31,073    $      208,214
                                                      ==============    ==============    ==============
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                  SATELLITE ENTERPRISES CORP. AND SUBSIDIARIES
                        (A Development Stage Enterprise)

          CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)


<TABLE>
<CAPTION>
                                                                                    For the Period
                                                     For The Three Months Ended     January 2, 2002
                                                              March 31,             (Inception) to
                                                         2005            2004         March 2005
                                                    --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>
SUPPLEMENTAL DISCLOSURES
   OF CASH FLOW INFORMATION
     Interest paid                                  $        8,846                  $      103,330

NON-CASH INVESTING AND FINANCING
   ACTIVITIES
     Increase in paid-in capital from contribution
       of property and equipment                                                         1,131,444
     Recharacterization of loans payable to notes
       payable to related parties                                                          469,426
     Common stock subscription receivable                                                  180,000
     Outstanding common stock of Satellite
       Newspapers Corp. at date of merger                                                    9,353
     Issuance of common stock for compensation                                             244,692
     Issuance of common stock for consulting
       services                                                                          3,570,000
     Issuance of common stock in payment of
       accounts payable                                                                     38,816
     Assets acquired and liabilities assumed in
       acquisition of 52% of subsidiary:
         Cash                                                                                9,454
         Equipment                                                                           2,098
         Goodwill                                                                        1,131,100
         Accounts payable                                                                 (304,311)
         Accrued expenses                                                                   (6,872)
         Loans payable                                                                    (456,908)
         Acquisition note payable                                                         (135,380)
         Issuance of common stock                                                         (239,181)
</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2005



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 three
months ended March 31, 2005 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2005. 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, 2004.



NOTE 2 GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred
cumulative net operating losses of $10,673,846 since inception, has negative
working capital, stockholders' deficit, and is considered a company in the
development stage. Management's plans include the raising of capital through the
equity markets to fund future operations and the generating of revenue through
its business. Failure to raise adequate capital and generate adequate sales
revenues could result in the Company having to curtail or cease operations.
Additionally, even if the Company does raise sufficient capital to support its
operating expenses and generate adequate revenues, there can be no assurance
that the revenue will be sufficient to enable it to develop business to a level
where it will generate profits and cash flows from operations. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. However, the accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. These financial
statements do not include any adjustments relating to the recovery of the
recorded assets or the classification of the liabilities that might be necessary
should the Company be unable to continue as a going concern.

<PAGE>

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

      When used in this Form 10-QSB, in other filings by the Company with the
SEC, in the Company's press releases or other public or stockholder
communications, or in oral statements made with the approval of an authorized
executive officer of the Company, the words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.

      The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, are based on
certain assumptions and expectations which may or may not be valid or actually
occur, and which involve various risks and uncertainties, including but not
limited to the risks set forth above. In addition, sales and other revenues may
not commence and/or continue as anticipated due to delays or otherwise. As a
result, the Company's actual results for future periods could differ materially
from those anticipated or projected.

      Unless otherwise required by applicable law, the Company does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.

Overview

      We receive, distribute and sell newspaper data on a daily basis through
multiple outlets or Kiosks. We produce and sell the Kiosks on an international
basis. After introducing the CLiENT Application CD-ROM version, we increasingly
sell Newspaper prints via this channel. We generate revenue as follows:

      o     we receive a fee for each Kiosk sold;
      o     we receive a user license fee per Kiosk per year;
      o     the user printing at a Kiosk pays a printing fee;
      o     we receive a fee for each client application sold in addition to a
            yearly user fee; and
      o     we receive a percentage of each sale at each user of the client's
            kiosks.

We distribute our content through the use of five satellite stations and three
uplink stations.

Managements' Discussion and Analysis

Results of Operations - Period Ended March 31, 2005 Compared to Period Ended
March 31, 2004

Net Sales

      We had net sales of $741,205 for the three months ended March 31, 2005 as
compared to $189,778 for the three months ended March 31, 2004. This increase in
net sales is a result of the expansion of regional distributors, which we have
entered into agreements during 2004. This has lead to more points of sales for
our KiOSK system as well as our CLiENT application.

Cost and Expenses

      Cost and expenses for the period ended March 31, 2005 was $1,233,946 as
compared to $854,455 during the period ended March 31, 2004, which consisted of
selling, general and administrative costs, cost of services and depreciation and
amortization. Cost and expenses during the period ended March 31, 2005 included
cost of services ($158,785), selling general and administrative ($1,006,747),
and depreciation and amortization ($68,414). This increase in cost and expenses
is a result of the expansion in business operations focusing on the deployment
of electronic newspapers through our KiOSK system as well as our CLiENT software
application.

      As a result of the foregoing factors, we realized a net loss of $461,480
for the three months ended March 31, 2005 compared to a net loss of $655,549 for
the three months ended March 31, 2004.

Liquidity and Capital Resources

      At March 31, 2005, we had a working capital deficit of $1,743,435. At
December 31, 2004, we had a working capital deficit of $1,575,553. As a result,
our auditors have raised, in their current audit report, a substantial doubt
about our ability to continue as a going concern. We will be unable to continue
as a going concern in the event we are not able to raise capital in order to
develop and implement our business plan and continue operations. Until such time
as sufficient capital is raised, we intend to limit expenditures for capital
assets and other expense categories.

      There is no assurance of financial viability for Swiss Satellite
Newspapers. We depend on the financial viability of Swiss Satellite Newspapers
for our content and satellite transmission. Swiss Satellite Newspapers has
limited revenues to date. Our business would be materially harmed if Swiss
Satellite Newspapers is unable to continue to provide us with its content,
satellite transmission and technical support.

<PAGE>

      On December 1, 2003, we entered into a consulting agreement with GCH
Capital, Ltd to provide assistance relating to business acquisition and general
business strategies. On April 16, 2004, we issued 5,000,000 shares of common
stock to GCH Capital Ltd. in consideration for services provided. There is also
a monthly consulting fee of $10,000 per month for 24 months payable from the
above shares. In connection with the May 2004 private placement, we paid GCH
Capital, Ltd $150,000 to terminate the consulting agreement.

      We had unsecured loans to individuals in the amount of $1,227,059 at March
31, 2005. The loans matured between July and November 2004 and are currently
past due. The loans were interest free for the first year and accrue interest at
the rate of 6% commencing after the first anniversary date of the loan. As of
the date hereof, we have not repaid these loans.

      As of March 31, 2005, Roy Piceni, our principal stockholder and an
executive officer and director, has advanced our company $1,385,436.

      To obtain funding for our ongoing operations, on May 19, 2004, pursuant to
an offering conducted under Rule 506 of Regulation D, as promulgated under the
Securities Act of 1933, we sold 10,869,565 shares of common stock to accredited
investors in a private offering. In connection with the offering, we sold
10,869,565 shares of common stock at a price of $.23 per share. In addition, we
also issued 10,869,565 common stock purchase warrants exercisable at $1.50 per
share. We raised an aggregate of $2,500,000 in connection with this offering. In
November 2004, we entered into an amendment of the Securities Purchase Agreement
whereby we cancelled 2,173,913 shares of common stock and issued to the
investors secured convertible debentures in the amount of $500,000.

      We believe we will still need additional investments in order to continue
operations to cash flow break even. Financing transactions may include the
issuance of equity or debt securities, obtaining credit facilities, or other
financing mechanisms. However, the trading price of our common stock and the
downturn in the U.S. stock and debt markets could make it more difficult to
obtain financing through the issuance of equity or debt securities. Even if we
are able to raise the funds required, it is possible that we could incur
unexpected costs and expenses, fail to collect significant amounts owed to us,
or experience unexpected cash requirements that would force us to seek
alternative financing. Further, if we issue additional equity or debt
securities, stockholders may experience additional dilution or the new equity
securities may have rights, preferences or privileges senior to those of
existing holders of our common stock. If additional financing is not available
or is not available on acceptable terms, we will have to curtail our operations
again.

Cash Flows

      Net cash used in operating activities was $71,165 for the three months
ended March 31, 2005 and $487,082 for the three months ended March 31, 2004.
This decrease was primarily due to the decrease of the net loss.

      Net cash used in investing activities was $18,273 and $0 for the three
months ended March 31, 2005 and 2004, respectively.

      Net cash provided by financing activities was $74,980 and $521,800 for the
three months ended March 31, 2005 and 2004, respectively. The net cash provided
by financing activities consisted primarily of proceeds from, notes payable,
sale of common stock and stock subscription receipts.

Off-Balance Sheet Arrangements

      We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future material effect on us.

ITEM 3. CONTROLS AND PROCEDURES

      As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms. There was no change in our internal controls or in other
factors that could affect these controls during our last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      From time to time, we are a party to litigation or other legal proceedings
that we consider to be a part of the ordinary course of our business. Except for
the following, we are not involved currently in legal proceedings that could
reasonably be expected to have a material adverse effect on our business,
prospects, financial condition or results of operations:

      o     On May 14, 2004, Fred DeVries and Renato Mariani (the "Plaintiffs")
            filed suit in the Fifteenth Judicial Circuit Court located in Palm
            Beach County, Florida, claiming breach of employment agreements
            against the Company and against the Company's CEO claiming fraud.
            The Plaintiffs are seeking monies and benefits owed in connection
            with the employment agreements as well as other damages. The trial
            is set on the three month docket running from October 3, 2005
            through December 16, 2005. The Company has filed an Answer and
            Affirmative Defenses.

      o     Three Dutch companies in the Netherlands have commenced a legal
            procedure against Satellite Newspapers Content B.V. claiming an
            amount due to them of approximately $156,000. The parties have
            agreed to suspend legal action until June 1, 2005 based upon a
            settlement reached in February 2004 whereby a shareholder of the
            Company will surrender a comparable number of Company shares to
            offset the obligation.

      We may become involved in material legal proceedings in the future.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

31.1  Certification by the Chief Executive Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.

31.2  Certification by the Chief Financial Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.

32.1  Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section
      1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.

32.2  Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section
      1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.

<PAGE>

                                   SIGNATURES

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

                           SATELLITE ENTERPRISE CORP.
                                  (Registrant)





Date:  May 23, 2005                        By:  /s/ ROY PICENI
                                               --------------------------------
                                               Roy Piceni
                                               Chief Operating Officer
                                               (Duly Authorized Officer)


Date:  May 23, 2005                        By:  /s/ Randy Hibma
                                               --------------------------------
                                               Randy Hibma
                                               Chief Financial Officer
                                               (Principal Financial
                                               and Accounting Officer)