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 June 30, 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 August 19, 2005, the Company had 225,168,271 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

                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  June 30, 2005


                                     ASSETS


CURRENT ASSETS
   Cash                                                      $     33,944
   Accounts receivable                                            174,785
   Prepaid license fee                                            146,132
                                                             ------------
          Total Current Assets                                    354,861

EQUIPMENT, net of depreciation                                  1,161,051

INTANGIBLE ASSETS
 Technology rights                                                 15,458
                                                             ------------

                                                             $  1,531,370
                                                             ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   5% Convertible subordinated debt                          $    500,000
   Accounts payable                                             1,387,851
   Accrued expenses                                               187,296
   Accrued salaries and related expenses                          317,247
                                                             ------------
         Total Current Liabilities                              2,392,394

LONG-TERM DEBT
   Notes payable to related party                               1,403,539
   Loans payable                                                1,141,641

STOCKHOLDERS' EQUITY
   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, 225,168,271  issued and
      outstanding at June 30, 2005                                225,169
   Paid-in-capital                                              7,405,929
   Accumulated deficit                                        (11,048,853)
   Comprehensive income                                            11,553
                                                             ------------
                                                               (3,406,202)
                                                             ------------
                                                             $  1,531,370
                                                             ============


          See accompanying notes to consolidated financial statements.

<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



<TABLE>
<CAPTION>
                                            Three Months Ended June 30                   Six Months
                                         --------------------------------    --------------------------------
Ended June 30,

                                              2005              2004              2005              2004
                                         --------------    --------------    --------------    --------------

<S>                                      <C>               <C>               <C>               <C>
NET SALES                                $      701,572    $      473,860    $    1,442,777    $      663,638

COSTS AND EXPENSES
   Cost of services                             112,250           342,021           271,035           488,882
   Selling, general and administrative          780,768           853,588         1,787,515         1,322,738
   Interest expense                              39,706            80,555
   Research and development                     198,690           364,961
Stock based compensation                         50,000            50,000
   Depreciation and amortization                 67,740            98,330           136,154           170,503
                                         --------------    --------------    --------------    --------------
          Total Costs and Expenses            1,000,464         1,542,629         2,275,259         2,397,084
                                         --------------    --------------    --------------    --------------
NET OPERATING LOSS                             (298,892)        1,068,769          (832,482)       (1,733,446)
                                         --------------    --------------    --------------    --------------
OTHER INCOME
   Currency gain (loss)                         (76,463)           34,426            (4,353)           43,554
                                         --------------    --------------    --------------    --------------
          Total Other Income (Loss)             (76,463)           34,426            (4,353)           43,554
                                         --------------    --------------    --------------    --------------

NET LOSS                                 $     (375,355)   $   (1,034,343)   $     (836,835)   $   (1,689,892)
                                         ==============    ==============    ==============    ==============
NET LOSS PER COMMON SHARE
   (Basic and diluted)                   $        (0.01)   $        (0.01)   $        (0.01)   $        (0.01)

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                                                                  225,168,271       171,401,780
                                                                             ==============    ==============
</TABLE>







          See accompanying notes to consolidated financial statements.

<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



<TABLE>
<CAPTION>

                                                                           Six Months Ended June 30,
                                                                          ----------------------------
                                                                              2005            2004
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                               $   (836,487)   $ (1,689,892)
   Adjustments to reconcile net loss to net cash provided
       by operating activities:
     Depreciation and amortization                                             136,154         170,503
     Stock based compensation                                                                   50,000
  Changes in operating assets and liabilities:
                                          Change in net assets acquired
                                                                                              (144,767)
     Increase in accounts receivable                                           (55,141)
     Increase in inventory                                                     (87,053)
     Increase in accounts payable                                              436,079
     Increase in accrued expenses                                               84,040
     Increase in accrued salaries and related expenses                          63,803
                                                                          ------------    ------------

              Net Cash Used in Operating Activities                           (258,605)     (1,614,156)
                                                                          ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Payments for equipment                                                      (20,478)
                                                                          ------------    ------------

          Net Cash Used in Investing Activities                                (20,478)
                                                                          ------------    ------------



CASH FLOWS FROM FINANCING ACTIVITIES
   Change in notes payable to related party                                    (33,078)
   Change in loans payable                                                    (106,237)
                              Sale of common stock                                           1,979,083
                                            Stock subscription receipts                        180,000
                                                                          ------------    ------------
               Net Cash (Used in) Provided by Financing Activities            (139,315)      2,159,083
                                                                          ------------    ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                        398,147
                                                                          ------------    ------------

NET (DECREASE) INCREASE IN CASH                                                (20,251)        544,927

CASH AND CASH EQUIVALENTS BEGINNING OF
   YEAR                                                                         54,195          (3,645)
                                                                          ------------    ------------

CASH AND CASH EQUIVALENTS END OF YEAR                                     $     33,944    $    541,282
                                                                          ============    ============
</TABLE>


          See accompanying notes to consolidated financial statements.

<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 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 six
         months ended June 30, 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  NOTES PAYABLE TO FINANCIAL INSTITUTIONS

          The Company has unsecured loans to several financial institutions in
          the amount of $1,141,641. The loans bear interest at the rate of 10%.

NOTE 3  NOTES PAYABLE TO RELATED PARTIES

          At June 30, 2005, the principal stockholder of the Company has
          advanced to the Company $1,403,539. There is no specific maturity date
          and the loan bears interest at the rate of 10%.

NOTE 4  SUBSEQUENT EVENT

          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 parties have reached a tentative settlement in the amount of
          $300,000.

NOTE 5  GOING CONCERN

          As shown in the accompanying financial statements, the Company has
          incurred cumulative net operating losses of $11,048,853 since
          inception, has a negative working capital, and a stockholders'
          deficit. 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 June 30, 2005 Compared to Period Ended June
30, 2004

Net Sales

         We had net sales of $701,572 for the three months ended June 30, 2005
as compared to $473,860 for the three months ended June 30, 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 June 30, 2005 were $1,000,464 as
compared to $1,542,629 during the period ended June 30, 2004, which consisted of
selling, general and administrative costs, cost of services and depreciation and
amortization. Cost and expenses during the period ended June 30, 2005 included
cost of services ($112,250), selling general and administrative ($780,768),
interest expense ($39,706) and depreciation and amortization ($67,740). This
decrease in cost and expenses is a result of the automatisation of the
operations and by doing the operations via other, more cost reducing, parties.

         As a result of the foregoing factors, we realized a net loss of
$375,355 for the three months ended June 30, 2005 compared to a net loss of
$1,034,343 for the three months ended June 30, 2004.

Liquidity and Capital Resources

         At June 30, 2005, we had a working capital deficit of $2,037,533. 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. Media Finance
en Suisse, our largest shareholder, in which Roy Piceni, our CEO and a director,
is a shareholder, has been providing the Company with loans to cover monthly
losses. 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

<PAGE>

Satellite Newspapers is unable to continue to provide us with its content,
satellite transmission and technical support.

         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
June 30, 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 June 30, 2005, Roy Piceni, our principal stockholder and an
executive officer and director, has advanced our company $1,403,539.

         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 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 $258,605 for the six months
ended June 30, 2005 and $1,614,156 for the six months ended June 30, 2004. This
decrease was primarily due to the decrease of the net loss.

         Net cash used in by investing activities was $20,478 and $0 for the six
months ended June 30, 2005 and 2004, respectively.

         Net cash provided by (used in) financing activities was $(139,315) and
$2,159,083 for the six months ended June 30, 2005 and 2004, respectively. The
net cash provided by financing activities in 2004 consisted primarily of
proceeds from, notes payable, sale of common stock and stock subscription
receipts and the cash used in financing activities in 2005 consisted primarily
of payments of a note and loans to a related party.

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. On June 27, 2005, the company has agreed upon
            a settlement with the plaintiffs. The company will pay the
            plaintiffs an amount of $300,000 within 12 months. First payment
            must be made at August 1, 2005 and the last payment on August 1,
            2006. The minimum amount payable is $5,000 a month, the maximum
            amount will be one third of any monies that the company receives
            from investors during equity invested into the business by sale of
            shares during the period of the one year.

      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. At this moment the company is still in
            negotiation with the three Dutch companies in order to find a
            solution. While negotiations are pending, legal actions against the
            company are suspended.

         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:  August 22, 2005                     By: /s/ ROY PICENI
                                               --------------------------------
                                               Roy Piceni
                                               Chief Operating Officer
                                               (Duly Authorized Officer)


Date:  August 22, 2005                     By: /s/ Randy Hibma
                                               --------------------------------
                                               Randy Hibma
                                               Chief Financial Officer
                                               (Principal Financial
                                               and Accounting Officer)