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



                                   FORM 10-QSB/A



     [X] QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the Quarterly Period Ended September 30, 2003

     [ ] 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)


              110 Washington Avenue, North Haven, Connecticut 06473
     ----------------------------------------------------------------------
                    (Address of principal executive offices)

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


                     7601 North Federal Highway, Suite 140B
                            Boca Raton, Florida 33487
               ---------------------------------------------------
              (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 Decmber 17, 2003, the Company had 19,664,000  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, 2003 and June
          30, 2003

          Consolidated Statements of Stockholders' Equity - For the Period April
          4, 1998 (Inception) to September 30, 2003

          Consolidated  Statements  of  Operations  (Unaudited)  - For the Three
          Months Ended September 30, 2003 and 2002, and for the Period Inception
          to September 30, 2003

          Consolidated  Statements  of Cash  Flows  (Unaudited)  - For the three
          Months Ended September 30, 2003 and 2002 and for the Period  Inception
          to 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>

<TABLE>
<CAPTION>
                          PART I FINANCIAL INFORMATION

Item 1. - Financial Statements

                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                           CONSOLIDATED BALANCE SHEETS

                                                        June 30,   September 30,
                                                          2003          2003
                                                          ----          ----
<S>                                                 <C>             <C>
OTHER ASSETS
   Deposits                                                         $       236
   Technology rights                                $    15,458          15,458
                                                    -----------      ----------
                                                    $    15,458     $    15,694
                                                    ===========     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Bank overdraft                                                   $     5,127
   Accounts payable and accrued expenses            $     3,605          86,061
   Due to affiliated company                                             98,328
   Notes payable                                          2,500           2,500
                                                    -----------      ----------

         Total Current Liabilities                        6,105         192,016

STOCKHOLDERS' EQUITY
    Preferred stock, par value $0.001 authorized
     5,000,000 shares, none issued and outstanding
   Common stock authorized 20,000,000
     shares; par value $0.001; issued
     and outstanding 19,664,000 shares
     at June 30 and September 30, 2003
     respectively                                        19,664          19,664
   Additional contributed capital                     1,294,960       1,294,960
   Deficit accumulated during Development Stage      (1,305,271)     (1,490,946)
                                                    ------------    ------------

         Total Stockholders' Equity (Deficit)             9,353        (176,322)
                                                    -----------     ------------
                                                    $    15,458     $    15,694
                                                    ===========     ===========


                 See accompanying notes to financial statements.
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

                 CONSOLIDATED  STATEMENT OF STOCKHOLDERS'  EQUITY For the Period
         April 4, 1998 (Inception) to September 30, 2003


                                                                                                           Deficit
                                                                                                         Accumulated
                                       Common Stock           Additional                      Other      During the    Stockholders'
                                  ---------------------        Paid In      Subscription  Comprehensive  Development      Equity
                                  Shares         Amount        Capital       Receivable      Expense        Stage        (Deficit)
                                  ------------------------------------------------------------------------------------------------
<S>                              <C>            <C>           <C>            <C>                           <C>         <C>
Issuance of common stock
  for services at $.46 per
  share                          100,000        $   100       $  45,850       $(37,200)                                 $   8,750
Issuance of common stock
  for cash at $.01 per share      50,000             50             450                                                       500
Issuance of common stock
  for cash at $.010 per share        700              1           6,999                                                     7,000
Net loss from inception on
  April 14, 1998 through
  June 30, 1999                                                                                            $(8,332)        (8,332)
                                 -------------------------------------------------------------------------------------------------
Balance, June 30, 1998           150,700            151          53,299         (37,200)                    (8,332)         7,918

Issuance of common stock
  for cash at $.10 per share       1,475              1          14,749                                                    14,750
Receipt of stock sub-
  scription                                                                      37,200                                    37,200
Net loss for the year ended
  June 30, 1999                                                                                            (51,332)       (51,332)
                                 -------------------------------------------------------------------------------------------------
Balance, June 30, 1999           152,175            152          68,048                                    (59,664)         8,536

Cancellations of common
  stock                          (96,000)           (96)             96


                 See accompanying notes to financial statements.
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

           CONSOLIDATED  STATEMENT OF STOCKHOLDERS'  EQUITY  (CONTINUED) For the
         Period April 4, 1998 (Inception) to September 30, 2003


                                                                                                           Deficit
                                                                                                         Accumulated
                                       Common Stock           Additional                     Other       During the    Stockholders'
                                  ---------------------        Paid In      Subscription  Comprehensive  Development      Equity
                                  Shares         Amount        Capital       Receivable      Expense        Stage        (Deficit)
                                  -------------------------------------------------------------------------------------------------
<S>                              <C>                <C>         <C>                          <C>        <C>              <C>
Issuance of common stock
  in exchange for common
  stock of Greenvolt Corp.
  and services                   124,352            125         455,249                       (414)         57,204        512,164
Issuance of common stock
  for services                     6,000              6             594                                                       600
Foreign currency translation
  adjustment                                                                                   176                            176
Net loss for the year ended
  June 30, 2000                                                                                           (564,625)      (564,625)
                                 -------------------------------------------------------------------------------------------------
Balance June 30, 2000            186,527            187         523,987                       (238)       (567,085)       (43,149)

Issuance of common stock
  for services                        50                          5,000                                                     5,000
Foreign currency translation
  adjustment                                                                                 1,327                          1,327
Net loss for the year ended
  June 30, 2001, as restated                                                                              (434,006)      (434,006)
                                 -------------------------------------------------------------------------------------------------
Balance, June 30, 2001 as
  restated                       186,577            187         528,987                      1,089      (1,001,091)      (470,828)
Issuance of common stock
  for services                    38,600             39         245,425                                                   245,464
Foreign currency transaction
  adjustment                                                                                    63                             63

                 See accompanying notes to financial statements.
</TABLE>
                                        5
<PAGE>
<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

           CONSOLIDATED  STATEMENT OF STOCKHOLDERS'  EQUITY  (CONTINUED) For the
         Period April 4, 1998 (Inception) to September 30, 2003


                                                                                                           Deficit
                                                                                                         Accumulated
                                       Common Stock           Additional                     Other       During the    Stockholders'
                                  ---------------------        Paid In      Subscription  Comprehensive  Development      Equity
                                  Shares         Amount        Capital       Receivable      Expense        Stage        (Deficit)
                                  -------------------------------------------------------------------------------------------------
<S>                           <C>                <C>           <C>                         <C>          <C>              <C>
Net loss for year ended
June 30, 2002                                                                                             (404,269)      (404,269)

                                 -------------------------------------------------------------------------------------------------
Balance, June 30, 2002           225,177            225         774,413                      1,152      (1,405,360)      (629,570)
Issuance of common stock
  as part of settlement agree-
  ment at $3.96                   33,375             34         133,466                                                   133,500
Rounding -reverse stock
  split                              448
Issuance of common stock
  as part of settlement agree-
  ment at $1.00                    5,000              5           4,950                                                     4,955
Contributed services under
  SAB 5-T                                                        29,300                                                    29,300
Equity contribution to meet
  operating needs                                                72,341                                                    72,341
Issuance of common stock
  as part of debenture settle-
  ment at $.015               18,400,000         18,400         266,032                                                   284,432
Issuance of common stock
  to acquire technology rights
  at $.015                     1,000,000          1,000          14,458                                                    15,458
Foreign currency transaction
  adjustment                                                     (1,152)                   (1,152)


                 See accompanying notes to financial statements.
</TABLE>
                                        6
<PAGE>
<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

           CONSOLIDATED  STATEMENT OF STOCKHOLDERS'  EQUITY  (CONTINUED) For the
         Period April 4, 1998 (Inception) to September 30, 2003

                                                                                                           Deficit
                                                                                                         Accumulated
                                       Common Stock            Additional                    Other       During the    Stockholders'
                                  ---------------------         Paid In     Subscription  Comprehensive  Development      Equity
                                  Shares         Amount         Capital      Receivable      Expense        Stage        (Deficit)
                                  -------------------------------------------------------------------------------------------------
<S>                          <C>                <C>          <C>                                       <C>             <C>
Net loss for year ended
  June 30, 2003                                                                                            100,089        100,089
                             -----------------------------------------------------------------------------------------------------
Balance, June 30, 2003        19,664,000         19,664       1,294,960                                 (1,305,271)         9,353
Net loss for three months
  ended September 30, 2003                                                                                (185,675)      (185,675)
                             -----------------------------------------------------------------------------------------------------

                             $19,664,000        $19,664      $1,294,960                                $(1,490,946)    $ (176,322)
                             =====================================================================================================


                 See accompanying notes to financial statements.
</TABLE>
                                        7
<PAGE>
<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                      For the Three Months Ended   Inception to
                                                            September 30,          September 30,
                                                      --------------------------   -------------
                                                           2003           2002          2003
                                                           ----           ----          ----

OPERATING EXPENSES
<S>                                                   <C>              <C>          <C>
   Administrative expenses                            $ 185,675        $  6,953     $  269,050
   Interest expense                                                          63            252
                                                      ---------        --------     ----------

     Loss from Continuing Operations                   (185,675)         (7,016)      (269,302)

NON-OPERATING INCOME (EXPENSE)
   Debt forgiveness                                                       3,045        182,564
   Income (loss) from operations of discontinued
     operations                                                           1,152     (1,424,459)
   Gain on disposal of discontinued operations                                          20,251
                                                      ---------        --------     ----------

NON-OPERATING INCOME (LOSS)                                               4,197     (1,221,644)

                                                      ---------        --------     ----------
NET LOSS                                               (185,675)         (2,819)    (1,490,946)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation adjustment                                               1,152

   Reclassification adjustment                                           (1,152)        (1,152)
                                                      ---------        --------     ----------

COMPREHENSIVE LOSS                                    $(185,675)       $ (3,971)   $(1,490,946)
                                                      =========        ========     ==========

BASIC EARNINGS(LOSS) PER SHARE                        $   (0.01)       $  (0.02)   $     (1.36)
                                                      =========        ========     ==========

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                                 19,664,000         229,034      1,109,878
                                                     ==========        ========     ==========

                 See accompanying notes to financial statements.
</TABLE>

                                        8
<PAGE>
<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                      For the Three Months Ended   Inception to
                                                            September 30,          September 30,
                                                      --------------------------   -------------
                                                           2003           2002          2003
                                                           ----           ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>              <C>         <C>
   Net income (loss)                                  $(185,675)       $ (2,819)   $(1,490,946)
   Adjustments to reconcile net income (loss)
     to cash flows from operating activities:
       Debt forgiveness                                                  (3,045)      (182,564)
       Gain on disposal of discontinued operations                                     (20,251)
       Common stock issued for services                                                752,388
       Debt forgiveness                                                  (3,900)        29,300
       Net assets of discontinued operations                             (1,152)          (750)
       Net liabilities of discontinued operations                                      133,500
       Accounts payable and accrued expenses             82,456          (9,218)       293,831
                                                       --------         --------    ----------

         NET CASH FLOWS USED IN
           OPERATING  ACTIVITIES                       (103,219)        (20,134)      (485,492)

CASH FLOWS FROM INVESTING ACTIVITIES
   Deposits                                                (236)                          (236)
                                                       --------                     ----------

         NET CASH FLOWS USED IN
            INVESTING ACTIVITIES                           (236)                          (236)

CASH FLOWS FROM FINANCING ACTIVITIES
   Stock proceeds                                                                       23,000
   Advances from related party                                           16,683         72,341
   Notes payable                                         98,328                        100,828
   Advances from investment bankers                                                    284,432
                                                       --------         -------     ----------

       NET CASH FLOWS FROM FINANCING
         ACTIVITIES                                      98,328          16,683        480,601
                                                       --------         -------     ----------
DECREASE IN CASH                                         (5,127)         (3,451)
CASH BALANCE BEGINNING OF YEAR                                            3,451
                                                       --------         -------     ----------
CASH BALANCE END OF YEAR                              $  (5,127)       $           $    (5,127)
                                                       ========         =======     ==========

SUPPLEMENTAL CASH FLOW INFORMATION
     None

                 See accompanying notes to financial statements.
</TABLE>
                                        9
<PAGE>
                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Condensed Financial Statements

     In the  opinion  of  the  Company,  the  accompanying  unaudited  condensed
     financial  statements  include all adjustments  (consisting  only of normal
     recurring  accruals)  which are  necessary for a fair  presentation  of the
     results  for  the  periods  presented.  Certain  information  and  footnote
     disclosure,  normally  included  in the  financial  statements  prepared in
     accordance  with  generally  accepted  accounting  principles,   have  been
     condensed and omitted. The results of operations for the three months ended
     September 30, 2003 are not  indicative of the results of operations for the
     year ended June 30, 2004. The condensed financial statements should be read
     in  conjunction  with the Company's  financial  statements  included in its
     annual Form 10 KSB for the year ended June 30, 2003.

2.   Due to Affiliated Company

     During the three months ending September 30, 2003, the Satellite Newspaper,
     NV advanced the Company $98,328 to support operating expenses.  The Company
     is deemed to be an  affiliate  under the rules of the Security and Exchange
     Commission.

3.   Operations

     The Company had a formal office in Boca Raton,  Florida.  Effective October
     1, 2003,  it closed its offices and all employees  have either  resigned or
     were terminated. Currently, the Company is in the process of regrouping its
     operations and is operating out of the Netherlands.

4.   Employment Contracts

     On June 26, 2003, the Company entered into an employment  agreement with an
     individual who was to be the Company's  president.  This  agreement  called
     for:

     Salary,  bonus and benefits.  (Salary $225,000 first year,  $260,000 second
     year and $300.000 for the third year.)

     Issuance of 1,000,000  shares of the Company's common stock which was to be
     held in escrow for one year.

                                       10
<PAGE>

                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)

4. Employment Contracts (Continued)

     Warrants to purchase up to 1,500,000  shares of the Company's  common stock
     at  $0.08  per  share  and to  vest  at  annual  anniversary  dates  of the
     agreement.

     In  September  2003,  this  individual  resigned  his  employment  with the
     Company.  This  individual  has made claims to the 1,000,000  shares of the
     stock to have been issued under the agreement,  but to date has not pursued
     this matter  legally.  Additionally,  because of the  difference of opinion
     between  the  Company and the  employee,  there  could  arise legal  action
     against the Company by the employee.  Management is of the opinion that all
     unpaid  salary has been  accrued  and no further  compensation  needs to be
     accrued.

     On July 1, 2003, the Company  entered into an employment  agreement with an
     individual who was to be the Company's  Vice President and Chief  Marketing
     Officer. This agreement called for:

     Salary,  bonus and benefits.  (Salary $175,000 first year,  $200,000 second
     year and $230.000 for the third year.)

     Issuance of 1,350,000 stock options to acquire Company stock.

     In  September  2003,  this  individual  resigned  his  employment  with the
     Company.  Due to the  difference  of opinion  between the  employee and the
     Company,  there  could  arise  legal  actions  against  the  Company by the
     employee.  Management  is of the opinion that all unpaid salary and related
     costs have been accrued and no further compensation needs to be accrued.

                                       11
<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, 2003 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, 2003 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 June 30, 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 June 30, 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,
2003 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 June 30,  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  any
revenues from  operation.  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.

                                       12
<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.

                                       13
<PAGE>

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

THE BUSINESS OF THE COMPANY - AS OF SEPTEMBER 30, 2003

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

The Company is currently  engaged in the business of managing and  marketing its
newspaper  KiOSK product and content  distribution  technology  for the Americas
region and other  territories,  which it  acquired  in a Rights  Agreement  from
Satellite Newspapers on June 20, 2003.

THE BUSINESS AND ITS OBJECTIVES

The Company is the exclusive holder of Satellite Newspapers operating rights for
the  territory of the  Americas.  These rights have been granted by their owner,
Satellite  Newspapers  Worldwide  N.V., a Dutch  company base in the Hague,  the
Netherlands.  Satellite  Newspapers  has  developed  and  operates  a series  of
automated  digital KiOSKS able to deliver  print-on-demand  copies of any of its
100+ syndicated international newspaper titles.

Satellite  Newspapers  Americas Inc., is an  independent  U.S. based company and
wholly owned subsidiary of the Company, incorporated in July 2003 and located in
Boca Raton,  Florida.  This subsidiary is currently the sole operating structure
for all sales and  marketing  activities  for the  Company  in its  geographical
areas.

The Company will  establish the Satellite  Newspapers  KiOSK name as the defacto
standard in remote electronic newspaper printing Kiosks.

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o    We will make newspaper  content available - on demand - to those in need of
     timely affordable information, while in the move.

o    We will facilitate the communications  requirements of numerous users: from
     business  travelers  looking  for up to date home  information,  to foreign
     nationals  who wish to stay in touch with their home  country,  to students
     studying  foreign  cultures,  to remote or isolated  communities  to anyone
     interested in news from locations around the world.

o    We will  create a new cost  effective  channel  to market for  hundreds  of
     global  newspaper  publishers and media  organizations  ensuring  access to
     their content anywhere in North and South America.

The Company's revenues will be derived from the following major areas:

o    SALES OF SATELLITE  NEWSPAPER  KiOSKs - an automated  newspaper stand which
     prints-on-demand  and  delivers in two  minutes a copy of any of  Satellite
     Newspapers' 100+ syndicated newspapers.

o    SALES  OF SITE  LICENSES  - a  print-on-demand  setup,  able to  print  the
     abovementioned  100+ titles,  in bulk,  and  designed  for local  newspaper
     distributors or larger clients.

o    SALES OF NEWSPAPER CONTENT - transmitted by the syndicated newspapers,  and
     relayed  by  Satellite  Newspapers  via  satellite  to all  KiOSKs and site
     licenses.

o    SALES OF VIDEO  ADVERTISING - in the form of permanent  advertising  videos
     displayed on the KiOSK screen when idle (24/7), and in the form of 2-minute
     spots presented while the user awaits for his/her copy to be printed (1/1)

o    SALES OF  BACK-PAGE  ADVERTISING  - The Company has  reserved  the two back
     covers  (inside  back  cover  and the  back  cover)  for its own use or for
     advertising clients.

o    SALES OF PRE-PAID CARDS - KiOSK users may buy newspapers  using a number of
     major   credit   cards  or   using  a   Satellite   Newspaper   proprietary
     pre-paid-card.

o    SERVICE LEVEL  AGREEMENTS  (SLA'S) from both Corporate,  Major Accounts and
     Dealers for:

     a.   Maintenance - maintaining  the installed base of KiOSKs  (distributors
          maintain their own)

     b.   Consumables - sourcing and delivering paper and toner

ACQUIRED BASE BUSINESS OPERATION

     The Company has  acquired an  exclusive  license for  Satellite  Newspapers
products in the Americas.  This includes all current existing  activities in the
area; specifically a base of approximately 50 installed and operating KiOSKs, in
7 countries  across the  continent  and in the  Caribbean.  The Company has also
acquired the existing network of 16 contracted dealers.

                                       15
<PAGE>

     As such the  Company  benefits  from a  position  of  strength,  since from
inception it enjoys a fully  developed  set of products to promote,  established
marketing strategies, and early stage commercial success.

COMPANY OBJECTIVES

The  Company  is  focused  at the  business  development  and  promotion  of the
Satellite Newspapers KiOSK digital KiOSK remote newspaper concept.  This will be
a ground up operation  supporting the business strategies and goals of Satellite
Newspapers  for the  penetration of the North and South  American  markets.  Our
primary objectives for the 2003-2007 time periods will be:

1.   Establishment of an independent subsidiary,  Satellite Enterprises Corp. in
     Florida,  which will oversee and manage the  exclusive  development  of the
     North  and  South  American  markets  for the  Satellite  Newspapers  KiOSK
     product.

2.   To focus the market  development  activities  around;  o U.S. - 50 States o
     Canada - 10 Provinces / 2  Territories  o Caribbean - 38 Islands o Mexico o
     Central America o South America, with a focus on Brazil and Chile

3.   Drive  an  implementation   plan  (from  2003-2007)  that  will  achieve  a
     deployment  target of 250  Satellite  Newspapers  KiOSK units in 2003/2004,
     through a 5-year implementation total of 10,250 KiOSKs.

OUR KEYS TO SUCCESS

The  keys to Success for this business are: o Our top rate Leadership team.
     o    Ongoing success of Satellite  Newspapers  (since Satellite  Newspapers
          owns  the  Satellite   Newspapers  KiOSK  digital  KiOSK   technology,
          manufacturing and global satellite support network)
     o    Timely  development  of our Territory and Dealer  Network.  o First to
          market   advantage   gained   through   targeted   deployment   plans.
          Establishing  "Satellite  Newspapers  KiOSK" as the  defacto  term for
          remote newspaper printing KiOSKs.
     o    Establishment  of  key  Major  Corporate   accounts  to  drive  volume
          deployments and brand awareness.
     o    A  steadfast  focus  on cost  containment  and in  particular  ongoing
          technological cost reduction initiatives.
     o    Product  quality  and  availability  -  DELIVERING  QUALITY  NEWSPAPER
          PRODUCTS WITH MINIMAL DISRUPTIONS AND DOWNTIME.
     o    Strategic  placement  of  Satellite  Newspapers  KiOSK units to ensure
          maximum printing volume and corresponding revenues.
     o    Excellent dealer support providing continued and uninterrupted revenue
          streams,  ensuring dealer  profitability  and  facilitating  confident
          dealer expansion opportunities.

                                       16
<PAGE>

                           PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGSS

None


ITEM  2.  CHANGES IN 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 AND REPORTS ON FORM 8-K


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



     (b) Reports on Form 8-K - 8-K filed September 30, 2003

                                       17
<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:  December 21, 2003                    By:  /s/ ROY PICENI
                                               --------------------------------
                                               Roy Piceni
                                               Chief Operating Officer
                                               (Duly Authorized Officer)


Date:  December 21, 2003                    By:  /s/ NEILS REIJERS
                                               --------------------------------
                                               Neils Reijers
                                               Chief Financial Officer
                                               (Principal Financial
                                               and Accounting Officer)


                                       18
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