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, 2004

     [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the transition period from _________ to _________

                        Commission File Number: 000-26607

                           SATELLITE ENTERPRISES CORP.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Nevada                                              88-0390828
--------------------------------                           -------------------
 (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                          Identification Number)


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

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



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

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

     As of August 20, 2004, the Company had  214,947,214  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) - June 30, 2004

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

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

          Notes to Unaudited Consolidated Financial Statements

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


PART  II.  OTHER  INFORMATION

     Item  1.  Legal Proceedings

     Item  2.  Changes in Securities and Use of Proceeds

     Item  3.  Defaults Upon Senior Securities

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

     Item  5.  Other Information

     Item  6.  Exhibits and Reports on Form 8-K


SIGNATURES



                                        2
<PAGE>

ITEM I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  June 30, 2004


                                     ASSETS

<S>                                                                  <C>
CURRENT ASSETS
   Cash                                                              $  541,282
   Accounts receivable                                                  524,237
   Prepaid license fee                                                  150,000
                                                                     ----------
          Total Current Assets                                        1,215,519

EQUIPMENT, net of depreciation                                        2,061,197

INTANGIBLE ASSETS
 Technology Rights                                                       15,458
 Goodwill                                                             1,599,213
                                                                     ----------
                                                                       1,614,671
                                                                     ----------
                                                                      $4,891,387
                                                                     ==========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Notes payable to financial institutions                           $  745,196
   Accounts payable                                                     257,820
   Accrued expenses                                                     233,900
                                                                     ----------

         Total Current Liabilities                                    1,236,916

LONG-TERM DEBT
   Notes payable to related party                                     1,146,017

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, 214,947,214  issued and
      outstanding at June 30, 2004                                      214,947
   Paid-in-capital                                                    6,242,918
   Accumulated deficit                                               (3,449,411)
   Stock subscription receivable                                       (500,000)
                                                                     ----------
                                                                       2,508,454
                                                                     ----------

                                                                      $4,891,387
                                                                     ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)



                                                      Three Months Ended June 30       Six Months Ended June 30,
                                                      --------------------------       -------------------------
                                                        2004            2003              2004            2003
                                                      --------        --------         ---------       ---------
<S>                                                <C>               <C>              <C>               <C>
NET SALES                                          $   473,860                        $  663,638

COSTS AND EXPENSES
   Cost of services                                    342,021                           488,882
   Selling, general and administrative                 853,588       $ 32,239          1,322,738        $ 32,239
   Research and development                            198,690                           364,961
   Stock based compensation                             50,000                            50,000
   Depreciation and amortization                        98,330          6,963            170,503           6,963
                                                   -----------       --------         ----------        --------
          Total Costs and Expenses                   1,542,629         39,202          2,397,084          39,202
                                                   -----------       --------         ----------        --------
NET OPERATING LOSS                                  (1,618,769)        39,202         (1,733,446)        (39,202)
                                                   -----------       --------         ----------        --------
OTHER INCOME
   Currency loss                                        34,426            919             43,554             919
                                                   -----------       --------         ----------        --------
          Total Other Income                            34,426            919             43,554             919
                                                   -----------       --------         ----------        --------

NET LOSS                                           $(1,034,343)      $(40,121)       $(1,689,892)       $(40,121)
                                                   ===========       ========        ===========        ========
NET LOSS PER COMMON SHARE
   (Basic and diluted)                               $(0.01)         $(0.01)           $(0.01)           $(0.01)

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                                                                       171,401,780       58,992,000
                                                                                     ===========       ==========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>
<TABLE>
                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


                                                                   Six Months Ended June 30,
                                                                   -------------------------
                                                                      2004           2003
                                                                    --------       ---------
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                       $(1,689,892)    $(40,121)
   Adjustments to reconcile net loss to net cash provided
     by operating activities:
     Depreciation and amortization                                    170,503
     Stock based compensation                                          50,000
  Changes in operating assets and liabilities:
     Change in net assets acquired                                   (144,767)
                                                                   ----------     --------

         Net Cash Used in Operating Activities                     (1,614,156)     (40,121)
                                                                   ----------     --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Sale of common stock                                             1,979,083       40,121
   Stock subscription receipts                                        180,000
                                                                   ----------     --------
         Net Cash Provided by Financing Activities                  2,159,083       40,121
                                                                   ----------     --------

 NET INCREASE IN CASH                                                 544,927

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

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

          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>
                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


NOTE 1 BASIS OF PRESENTATION

          The accompanying condensed consolidated financial statements have been
          prepared in accordance with generally accepted  accounting  principles
          for interim financial  information.  Accordingly,  they do not include
          all of the  information and footnotes  required by generally  accepted
          accounting  principles  for  complete  financial  statements.  In  the
          opinion of management, all adjustments (consisting of normal recurring
          accruals)   considered  necessary  in  order  to  make  the  financial
          statements  not  misleading  have been  included.  Results for the six
          months  ended  June 30,  2004 are not  necessarily  indicative  of the
          results  that may be expected  for the year ending  December 31, 2004.
          For  further  information,  refer  to  the  financial  statements  and
          footnotes  thereto  included in the  Satellite  Enterprise  Corp.  and
          Subsidiaries  annual report on Form 10-KSB for the year ended December
          31, 2003.

NOTE 2  ACQUISITION OF SATELLITE NEWSPAPERS SUISSE GMBH

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

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

          The Stock Option  Agreement  dated  November 26, 2003 was exercised on
          February  15, 2004  thereby  allowing the Company to acquire the World
          Wide rights to market and  distribute  the products of Media  Finance.
          The agreement  provides for the purchase of 100% of Satellite  Suisse.
          The  acquisition  is  being  accounted  for as a  purchase  under  the
          requirements   prescribed  by  Financial   Accounting  Standard  Board
          ("SFAS") No. 141.  Results of operations for the acquired company have
          been included in the financial statement since January 1, 2004.

          Based  upon  unaudited  financial  data  at  December  31,  2003,  the
          allocation of the purchase price will be as follows:

          Value of 126,000,000 shares @ $0.1666 per share            $2,100,000
                                                                     ==========

          Fair value of net assets allocated as follows:

          Cash                                                       $   41,290
          Other current assets                                          256,931
          Equipment                                                   2,179,660
          Liabilities assumed                                        (1,977,094)
          Goodwill                                                    1,599,213
                                                                     ----------
                  Total Purchase Value                               $2,100,000
                                                                     ==========

                                        6
<PAGE>
                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

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


NOTE 3  NOTES PAYABLE TO FINANCIAL INSTITUTIONS

          The   Company  has  several   unsecured   loans  to  seven   financial
          institutions  in the amount of $745,196.  Of this amount,  $726,892 is
          interest bearing with maturity dates between July 4, 2003 and November
          3, 2004.  The interest  rate is 6% under the terms of agreement and no
          interest  is due and  payable,  if the loans are  repaid as of the due
          date.

NOTE 4  NOTES PAYABLE TO RELATED PARTIES

          At June  30,  2004,  the  principal  stockholder  of the  Company  has
          advanced to the Company $1,146,617. There is no specific maturity date
          and the loan is  interest  free.  Inputed  interest  on the loan would
          approximate  $28,000  for the six  months  ended  June 30,  2004 at an
          average rate of 5%.

NOTE 5  STOCKHOLDERS' EQUITY

          On March 31,  2004,  the Board of Directors  approved a  three-for-one
          forward split. The earnings per share calculations and all related par
          share  figures have been adjusted to give effect to the split as if it
          had happened as of January 1, 2004.

          On February 15, 2004, the Company issued  126,000,000 shares of common
          stock for the  acquisition  of Satellite  Newspapers  Suisse GMBH. The
          shares were  valued at a  discounted  price of $0.1666 per share.  The
          shares were  issued to the  principal  stockholder  of the company who
          controlled the company being acquired.

          On March 9, 2004,  the Board of Directors  approved an increase in the
          Company's authorized common shares from 200,000 to 500,000 shares.

          During the six months ended June 30, 2004,  6,830,864 shares of common
          stock were sold under a private placement  agreement with GCH Capital,
          LTD. The total aggregate proceeds received was $409,444.

          During the six months  ended June 30,  2004,  $180,000 was received on
          the outstanding stock subscription receivable.

          On April 16, 2004,  the Company  issued to GCH Capital,  LTD 5,000,000
          shares of its common stock valued at $0.01 per share as  consideration
          under the investment banking arrangement.

          On  May  19,  2004,  the  Company  entered  into a  private  placement
          arrangement to sell  10,800,000  shares of its common stock at a price
          of $0.23 per share. The net proceeds to the Company will be $1,919,640
          ($500,000  is  still  held in  escrow)  which  includes  $430,360  for
          underwriting, legal and professional fees. Additionally,  $150,000 was
          paid to GCH  Capital,  LTD as a break-up  fee under  their  investment
          banking  arrangement.  Under  the terms of the  agreement,  20,000,000
          shares of the company's  common stock owned by Media Finance En Suisse
          GMBH was pledged as collateral and 10,800,000  warrants were issued to
          acquire  shares of the  Company's  common  stock at $1.50  per  share.
          Additionally,  the  company is required  to  undertake a  registration
          statement with the Securities and Exchange  Commission to register the
          shares.  The release of the $500,000 held in escrow is contingent upon
          the filing of the  registration  statement.  The shares as at June 30,
          2004  have not yet  been  issued.  However,  for  financial  statement
          purposes, the shares have been considered issued and outstanding.

                                        7
<PAGE>
                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

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


   NOTE 6  RELATED TRANSACTIONS

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

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

          Service Agreement
          -----------------

          The  Company  has  entered  into a  service  agreement  with  Eurostar
          facilities, BV hereafter referred to as "Eurostar". Under the terms of
          the  service  agreement  Eurostar  is  to  provide  all  international
          transmissions   and   communications   with   the   Kiosks,    provide
          administration and support services,  including management  personnel,
          to the Company's  wholly owned operating entity Satellite Suisse GMBH.
          The agreement is for a minimum of 5 years commencing  November 3, 2003
          and  provides  for a base  monthly  payment  of $55,000  ($50,000  for
          transmission  service  and  $5,000 for rent of  installed  equipment).
          Additionally,  it provides  for separate  hourly rates for  management
          personnel,  technical staff and administrative  staff.  During the six
          months   ended  June  30,   2004,   the  Company  has  paid   Eurostar
          approximately $975,000.

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

   NOTE 7  OPERATING LEASES

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

                   Six months ended December 31, 2004           $19,056
                         Year ended December 31, 2005            38,112
                                                 2006            38,112
                                                 2007            22,552
                                                 2008            19,440

   NOTE 8  EMPLOYMENT CONTRACT

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

                                        8
<PAGE>

                   SATELLITE ENTERPRISE CORP. AND SUBSIDIARIES

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


NOTE 9  LITIGATION

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

ITEM  2.  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 June 30,
2004  contains  "forward-looking"  statements  within the meaning of the Federal
securities  laws.  These  forward-looking   statements  include,  among  others,
statements concerning the Company's  expectations  regarding sales trends, gross
and  net  operating  margin  trends,   political  and  economic   matters,   the
availability of equity capital to fund the Company's capital  requirements,  and
other  statements  of  expectations,   beliefs,  future  plans  and  strategies,
anticipated  events or trends, and similar  expressions  concerning matters that
are not  historical  facts.  The  forward-looking  statements in this  Quarterly
Report on Form 10-QSB for the  quarterly  period ended June 30, 2004 are subject
to risks and uncertainties  that could cause actual results to differ materially
from those results expressed in or implied by the statements contained herein.

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

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

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

                                        9
<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.

                                       10
<PAGE>

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

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

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

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

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

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

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

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

THE BUSINESS AND ITS OBJECTIVES

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

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

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<PAGE>

                           PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGSS

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


ITEM  2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On March 31,  2004,  the Board of  Directors  approved a  three-for-one  forward
split.  The earnings per share  calculations  and all related par share  figures
have been  adjusted  to give  effect to the  split as if it had  happened  as of
January 1, 2004.

On February 15, 2004, the Company issued  126,000,000 shares of common stock for
the acquisition of Satellite Newspapers Suisse GMBH. The shares were valued at a
discounted  price of $0.1666 per share.  The shares were issued to the principal
stockholder of the company who controlled the company being acquired.

On March 9, 2004,  the Board of Directors  approved an increase in the Company's
authorized common shares from 200,000 to 500,000 shares.

During the six months ended June 30, 2004, 6,830,864 shares of common stock were
sold  under a private  placement  agreement  with GCH  Capital,  LTD.  The total
aggregate proceeds received was $409,444.

During  the six  months  ended  June 30,  2004,  $180,000  was  received  on the
outstanding stock subscription receivable.

On April 16, 2004,  the Company issued to GCH Capital,  LTD 5,000,000  shares of
its common stock valued at $0.01 per share as consideration under the investment
banking arrangement.

On May 19, 2004,  the Company  entered into a private  placement  arrangement to
sell  10,800,000  shares of its common stock at a price of $0.23 per share.  The
net  proceeds  to the  Company  will be  $1,919,640  ($500,000  is still held in
escrow) which includes $430,360 for underwriting,  legal and professional  fees.
Additionally,  $150,000  was paid to GCH  Capital,  LTD as a break-up  fee under
their  investment  banking  arrangement.  Under  the  terms  of  the  agreement,
20,000,000 shares of the company's common stock owned by Media Finance En Suisse
GMBH was pledged as collateral  and  10,800,000  warrants were issued to acquire
shares of the  Company's  common  stock at $1.50 per  share.  Additionally,  the
company is required to undertake a  registration  statement  with the Securities
and Exchange Commission to register the shares. The release of the $500,000 held
in escrow is  contingent  upon the  filing of the  registration  statement.  The
shares as at June 30,  2004 have not yet been  issued.  However,  for  financial
statement purposes, the shares have been considered issued and outstanding.

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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:

     During and  subsequent to the three months ended June 30, 2004, the Company
filed the following reports on Form 8-K:

         Form    Filing Date            Event Reported
         ----    ----------------       ------------------
         8-K     April 5, 2004          A report on Form 8-K (item 5) increased
                                        authorized shares and announced stock
                                        dividend.

         8-k     June 2, 2004           A report on Form 8-K (item 5) sale of
                                        10,870,000 newly issued common shares.


                                   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 20, 2004                      By:  /s/ ROY PICENI
                                               --------------------------------
                                               Roy Piceni
                                               Chief Operating Officer
                                               (Duly Authorized Officer)


Date:  August 20, 2004                      By:  /s/ NEILS REIJERS
                                               --------------------------------
                                               Neils Reijers
                                               Chief Financial Officer
                                               (Principal Financial
                                               and Accounting Officer)


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