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

                                   FORM 10-KSB

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For Fiscal Year Ended: December 31, 2003
                                          ------------------

                                       OR

                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        COMMISSION FILE NUMBER: 000-26607
                                               ----------

                           SATELLITE ENTERPRISES CORP.
                        --------------------------------
                 (Name of Small Business Issuer in its Charter)

           Nevada                                                88-0390828
--------------------------------                              ---------------
 (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

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

                                 (203) 672-5912
                                 --------------
                           (Issuer's Telephone Number)

         Securities registered under Section 12(b) of the Exchange Act:

                    Title of each class Name of each exchange
                               on which registered

                                      None.
Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered pursuant to Section 12(g) of the Act: Common Stock, 0.001
par value.

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by  Section  13 or 15(d) of the  Securities  and  Exchange  Act of 1934
during the preceding 12 months (or 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 [ ]

<PAGE>

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of  issuer's  knowledge,  in  definitive  proxy or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year were:   $0.00
                                                       ----------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the Issuer filed all documents and reports required to be filed by
Section 12, 13, or 15(d) of the Exchange Act after  distribution  of  securities
under a plan confirmed by a court.
Yes  [ ]  No  [ ]

                         APPLICABLE TO CORPORATE ISSUERS

On April 19, 2004, the Issuer had 200,425,110  issued, and outstanding shares of
its $.001 par value common stock. The aggregate market value of the Registrant's
voting  stock  held  by  non-affiliates  of  the  Registrant  was  approximately
$103,258,000 at the closing quotation for the Registrant's common stock of $1.35
as of April 19, 2004.

Transitional Small Business Disclosure Format Used (check one):
Yes [ ]  No [X]

Documents incorporated by reference:  None.

                                       ii


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

PART I

Item 1.    Description of Business.........................................   1

Item 2.    Description of Property.........................................  12

Item 3.    Legal Proceedings...............................................  12

Item 4.    Submission of Matters to a Vote of Security Holders.............  13

PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder
             Matters.......................................................  13

Item 6.    Management's Discussion and Analysis or Plan of Operation.......  15

Item 7.    Financial Statements and Supplementary Data.....................  16

Item 8.    Changes In and Disagreements With Accountants on
             Accounting and Financial Disclosure...........................  36

PART III

Item 9.    Directors and Executive Officers................................  37

Item 10.   Executive Compensation..........................................  38

Item 11.   Security Ownership of Certain Beneficial Owners and Management..  39

Item 12.   Certain Relationships and Related Transactions..................  40

Item 13.   Exhibits and Reports on Form 8-K................................  41

           Signatures......................................................  42

<PAGE>

                                     PART I

ITEM 1: DESCRIPTION OF BUSINESS

I. INTRODUCTION

     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,  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

                                        1
<PAGE>

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.

     In October 2003, Satellite Newspapers took a different direction. Satellite
Newspapers  sold their  patents,  software and  trademarks  to Media  Finance en
Suisse GMBH, a Swiss  corporation  (hereinafter  "Media  Finance").  Thereafter,
Media Finance set up an operating subsidiary,  Satellite Newspapers Suisse GMBH,
a Swiss  corporation  (hereinafter  "Satellite  Swiss").  Media Finance  granted
Satellite  Swiss a twenty year  exclusive  license to  distribute  all satellite
derived  contents  for the  purpose of  commercializing  their  product  under a
revenue sharing arrangement.

     In  November  2003,  Satellite  Swiss  entered  into a  sub-master  license
agreement  for its content for a licensing fee in January 2004 for Australia and
in  February  2004 for Asia and is  currently  negotiating  the  rights  for the
European  markets.  In addition,  Satellite Swiss entered into an agreement with
Eurostar Satellite  Receiving Systems to outsource its delivery and transmission
of Satellite  content  worldwide and development.  At the same time, the Company
closed its United States operations located in Boca Raton, Florida.

     On November 26, 2003,  the Company,  desiring to acquire the world  rights,
approved  a Stock  Purchase  Option  Agreement  with  Media  Finance  to acquire
Satellite  Swiss for  42,000,000  newly  issued  shares  of common  stock of the
Company.  The  option  was for a period of one year from the date of  execution,
shares during the option period to be held in escrow, unless terminated earlier,
but under no condition prior to February 15, 2004.

     On December 1, 2003, the Company  entered into a consulting  agreement with
GCH Capital,  Ltd to provide  assistance  relating to business  acquisition  and
general business strategies. Under the terms of the Agreement, the Company is to
issue 1,667,000 shares of the Company's common stock to be held in escrow by GCH
Capital, Ltd at a price of $0.20 per share to be paid in services. None of these
shares were issued as of December 31, 2003.  There is also a monthly  consulting
fee of  $10,000  per month  for 24 months  payable  from the above  shares.  The
Company  has the right to purchase up to  1,000,000  shares of the common  stock
held in escrow per share  provided that such  purchase  right shall expire as to
50,000 shares on the first day of each month, beginning December 1, 2003.

     On December 19, 2003, as part of the Company's  desire to obtain  Satellite
Swiss, Roy Picenni,  founder of Satellite  Newspapers and whose family owns 100%
of Media  Finance  was elected  the  Company's  chairman of the board and as its
president.

     On February 15, 2004, the Company  exercised it option to acquire Satellite
Swiss and the 42,000,000 were released from escrow and 40,500,000 were issued to
Media Finance and 1,500,000 to Alternative Energy Capital Inc. as consultants in

                                        2
<PAGE>

the  transaction.  As a result,  a change of control of the Company  took place.
Prior  to  the  exercise  of the  option,  the  Company  had  20,012,312  shares
outstanding.  After exercise of the option,  the Company had  52,012,321  shares
outstanding.

     Satellite Swiss consists of two subsidiaries,  Satellite Newspapers Content
BV a Dutch corporation that negotiates agreements with newspapers throughout the
world for the  rights to  distribute  their  content  and  Satellite  Newspapers
Trading BV which has the production rights to produce and sell the KiOSKs.

     On March 11, 2004 the Company amended its Articles of Incorporation whereby
the authorized  number of shares of common stock were increased from 200,000,000
to 500,000,000  and thereafter  declared a 3-for-1 stock split  effective in the
form of a 200 per cent  stock  dividend  payable on or about  March 31,  2004 to
shareholders of record as of March 22, 2004 thereby increasing its issued shares
as of that date to 197,887,545.

II. THE BUSINESS OF THE COMPANY - AS OF DECEMBER 31, 2003

     On June 20,  2003,  in  conjunction  with a previously  reported  change of
control  of the  Company,  the  Company  entered  into a Rights  Agreement  with
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  had developed the  technology,  owned the patents,  engineering  and
technical  design.  These Rights included 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  attempted to engage 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. To that extent,  the Company  opened an
office in Boca Raton,  Florida which it subsequently closed as of November 2003.
As of the end of the fiscal  year,  the  Company  was  looking  for a  strategic
partner to sublease  its rights to the  Americas and at the same time to acquire
the world rights, from Media Finance by acquiring Satellite Swiss for 42,000,000
newly issued shares of common stock of the Company.  The option was for a period
of one year from the date of  execution,  shares  during the option period to be
held in escrow,  unless  terminated  earlier,  but under no  condition  prior to
February  15,  2004.  As of the end of the  fiscal  year,  the  Company  did not
exercise said option. The Option was exercised on February 15, 2004.

                                        3
<PAGE>

1. PRIOR HISTORY OF SATELLITE

     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 t ed of its retail jewelry  business in
September 2000, by transfer of all jewelry assets and liabilities to Larry Beck,
a former director of the ransaction,  management of the Company changed, and the
Company dispos 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 June  20,  2003,  the  Company  entered  into a  Rights  Agreement  with
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 included 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  attempted to engage 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. To that extent,  the Company  opened an
office in Boca Raton, Florida which it subsequently closed as of November 2003.

                                        4
<PAGE>

As of the end of the fiscal  year,  the  Company  was  looking  for a  strategic
partner to sublease  its rights to the  Americas and at the same time to acquire
the world rights, from Media Finance by acquiring Satellite Swiss for 42,000,000
newly issued shares of common stock of the Company.  The option was for a period
of one year from the date of  execution,  shares  during the option period to be
held in escrow,  unless  terminated  earlier,  but under no  condition  prior to
February  15,  2004.  As of the end of the  fiscal  year,  the  Company  did not
exercise said option. The Option was exercised on February 15, 2004.

2. THE BUSINESS AND ITS OBJECTIVES

     As of the end of the fiscal year ended  December 31,  2003,  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.  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
(hereinafter "Satellite Americas").  Satellite Americas in 2003 opened an office
in Boca Raton,  Florida.  This  subsidiary  was set up to be the sole  operating
structure  for  all  sales  and  marketing  activities  for the  Company  in its
geographical areas. In November 2003, the Company closed its Boca Raton, Florida
operations  and  thereby  ceased  to  sell  or  market  its  activities  in  its
geographical area. As of the end of the fiscal year, the Company was looking for
a strategic partner to sublease its rights to the Americas.

     As of the end of the fiscal year,  the Company  negotiated  an Agreement to
acquire the world rights,  from Media Finance by acquiring  Satellite  Swiss for
42,000,000  newly issued  shares of common stock of the Company.  The option was
for a period of one year from the date of  execution,  shares  during the option
period to be held in escrow,  unless terminated earlier,  but under no condition
prior to February  15, 2004.  As of the end of the fiscal year,  the Company did
not exercise said option. The Option was exercised on February 15, 2004.

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

     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.

                                        5
<PAGE>

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   MASTER   SUB-LICENSES   -  we  intend  to  set  up  master
          sub-licensing  agreements  worldwide with strategic  partners  whereby
          they sell and sep the KiOSK distribution system within their territory
          on a revenue sharing basis.

ACQUIRED BASE BUSINESS OPERATION

     The Company has  acquired an  exclusive  license for  Satellite  Newspapers
products in the Americas and as of December 31, 2003  negotiated an Agreement to
acquire the world rights,  from Media Finance by acquiring  Satellite  Swiss for
42,000,000  newly issued  shares of common stock of the Company.  The option was
for a period of one year from the date of  execution,  shares  during the option
period to be held in escrow,  unless terminated earlier,  but under no condition
prior to February  15, 2004.  As of the end of the fiscal year,  the Company did
not exercise said option. The Option was exercised on February 15, 2004.

COMPANY OBJECTIVES

     The Company is focused at the  business  development  and  promotion of the
Satellite  Newspapers KiOSK digital KiOSK remote newspaper  concept by utilizing
sub-master  licensing  agreements with major regional  strategic  partners.  Our
primary  objectives for the 2003-2007 time periods will be to  establishment  of
sub-master   licensing   agreements  with  major  regional   strategic  partners
throughout the world.

OUR KEYS TO SUCCESS

The keys to Success for this business are:

     o Our top rate Leadership team.
     o    Ongoing  success  of  Media  Finance  (since  Media  Finance  owns the
          Satellite Newspapers KiOSK digital KiOSK technology, manufacturing and
          provides through Eurostar the global satellite support network)
     o    Timely development of our Regional Strategic Partners 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  through our Regional
          Strategic Partners 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    Excellent Regional  Strategic Partner support providing  continued and
          uninterrupted revenue streams, ensuring profitability and facilitating
          confident expansion opportunities.

                                        6
<PAGE>

3. SATELLITE'S NEWSPAPER KIOSK AND CONTENT DISTRIBUTION TECHNOLOGY.

PRODUCT DESCRIPTION

     The  main  objective  of this  business  will be to enter  into  sub-master
licensing  agreements  with major regional  strategic  partners who in turn will
sell Satellite  Newspapers digital KiOSKs to individual  Dealers,  Corporate and
Major Accounts in the North and South American  markets and with he execution of
the Acquisition  Agreement for the world rights from Media Finance, by acquiring
Satellite Swiss, to serve the entire world.

Patents and Trademarks

     All patents and trademarks  are held by Media  Finance,  the Rights include
exclusive rights to their use in the Americas.

SEASONALITY

     The Company does not have an  operating  history,  but does not  anticipate
it's business will be seasonal.

4. MARKET INFORMATION AND ANALYSIS

     When it comes to  newspapers,  travelers  appreciate,  but rarely get,  the
comfort and  convenience  of reading  news in their own  languages  and in their
preferred newspapers.  If there are international  versions, they usually arrive
late.  Compounding the current problem--and  supporting our view that there is a
significant  market  for  print-on-demand   newspapers--publishers  spend  large
amounts of money on air freight,  and often  deliver more copies  overseas  than
they actually  sell.  Moreover,  readers are asked to pay much higher prices for
inferior   international   products--that  is  newspapers  that  come  late  and
consequently carry old news.

     We strongly  believe that the  printed-paper  model will continue to thrive
despite  the growth of the  Internet.  Publishers  today,  appear  reluctant  to
aggressively  promote the Internet  delivery  model because of the threat of the
loss of intellectual  property and the inability to develop sustainable business
propositions that actually generate profitable  revenues.  By providing a single
global electronic  distribution  network system, the Satellite  Newspapers KiOSK
system  will  provide  readers  with  reasonably  priced,  current  editions  of
newspapers  in a convenient  time frame and in a familiar  format.  The familiar
format of the printed newspaper has proved itself capable of surviving,  despite
the many dramatic changes in the communications industry.

     The Satellite  Newspapers KiOSK system has another  advantage.  It provides
international  distribution  channels  at much lower cost than might be the case
with traditional newspapers. Publishers will also be able to specify which sites
will  receive  their  newspaper,   in  order  to  avoid   competition  with  any
conventional  distribution system. All together,  this will open new markets and
create realistic  opportunities for publishers to expand regular circulation and
to provide a competitive advantage over other electronic media.

                                        7
<PAGE>

     Satellite   Newspapers   KiOSK   technology   provides  for  the  worldwide
distribution of up-to-date, condensed versions of daily newspapers, in a variety
of languages, anywhere around the globe.

MARKET ANALYSIS

     Given the millions of copies sold daily, weekly and monthly, newspapers and
magazines  offer, at face value,  superb  potential for those seeking to migrate
those printed copies to digital  distribution  models like Satellite  Newspapers
KiOSK.  Examples of estimated daily printing  volumes from year 2001 show a huge
base market. If a small percentage (1%) were captured using digital distribution
methodologies the potential market size is over 1 million newspapers per day.

       ESTIMATED DAILY NEWSPAPER CIRCULATION (2000)

       Finland                                               3,500,000
       France                                               14,460,000
       Germany                                              20,500,000
       Italy                                                 6,900,000
       Netherlands                                           4,650,000
       Spain                                                 4,000,000
       Sweden                                                4,100,000
       UK                                                   25,000,000
       United States                                        52,000,000
                                                           -----------
                Total Daily Circulation                    131,150,000
                                                           ===========

GLOBAL REMOTE NEWSPAPER ESTIMATE @ ~1%  = 1,300,000 PER DAY

     Research by Quest4 Market  Intelligence  suggests that the  percentage of a
given  newspaper's   domestic   circulation  that  could  be  sold  overseas  is
realistically  about 5%.  Depending on the nature of the  newspaper,  this could
range from 3% to 10%, where the larger figure often reflects factors such as the
readership profile and the international  branding of the title. With respect to
certain  publications  (such as the Financial  Times),  the actual  numbers sold
internationally exceed 10%.

     IBM, which has conducted its own research in this area,  estimates that the
newspaper  printing market  comprises about 23 billion A4 pages per day (8 to 10
trillion  per year),  about 34 million  of which are  delivered  internationally
outside their home markets.  Based on the  presumption  that 50 percent of these
international pages is a reasonable target for digital printing,  IBM says, this
market  represents 17 million A4 impressions per day. IBM also estimates that up
to 25 percent of today's  publishers would be interested in same-day delivery of
their international  publications by 2004, and that publishers will derive up to
four percent of their volume from internationally delivered papers. According to
IBM's  estimates,  of that 25  percent,  as much as 65  percent  will be printed
digitally,  or 150 million A4 impressions per day by 2004. From this addressable
market, a subset will be met using "print-on-demand" technologies.

     We can see that due to the relative  immaturity  of this market,  potential
sizing  estimates  vary  widely.  However  initial  applications  and  trials of
Satellite   Newspapers  KiOSKs  around  the  world  are  showing  very  positive
acceptance by consumers.

                                        8
<PAGE>

The International Traveler

     In addition to identifying the circulation potential for newspapers outside
their  home  territory  it is also  necessary  to  evaluate  who  the  potential
customers  for these  newspapers  would be. For  example  the annual  figure for
international  arrivals in eight major tourist  countries alone is more than 450
million  people.  Assuming an average  length of stay of seven  days,  the total
number of traveler  days,  which is one of the basic  markets for the  Satellite
Newspapers  KiOSK, is between 3 and 4 billion a year, or a potential  10,000,000
readers per day.  Many of these  readers are already  being  served;  others are
unreachable or  uninterested.  Yet even a modest  penetration of 1-2% would make
Satellite   Newspapers  KiOSK  a  significant  player  in  the  evolving  global
information distribution network.

     Addressing the needs of the mobile traveler will dictate a strategy whereby
Satellite  Newspapers KiOSK digital KiOSKs are placed at key locations with high
traffic.  These locations will include Airports  (including  Executive Lounges),
and Hotels that cater to international  travelers. In addition,  urban locations
that have high  concentrations  of immigrant ex- patriot  populations  (e.g. New
York, Miami, San Francisco, Los Angeles, Seattle, Montreal,  Toronto, Vancouver,
Sao Paolo,  etc...) will also be targeted by  positioning  Satellite  Newspapers
KiOSK KiOSKs in key locations  with high traffic  appeal to these  demographics.
These would include upscale  bookstores,  cafe chains,  malls with international
appeal, and newspaper/magazine retailers in ethnic neighborhoods.

The Domestic Single-Copy Buyer

     Approximately   one-fourth  of  the  adult   population  in  the  U.S.  are
single-copy  buyers of the weekday newspaper and an even higher  percentages are
single-copy  buyers of the  Sunday  newspaper.  Single-copy  buyers  are  mainly
occasional and/or utility readers.  They buy a newspaper with a specific purpose
in mind.  They may be  looking  for  local  news  from  back  home,  getting  an
international  perspective of world happenings,  checking business and financial
information or checking on international sports scores. In addition to those who
buy a  newspaper  for a  specific  purpose,  there are a  substantial  number of
single-copy  buyers who  purchase  newspapers  on a regular - including  daily -
basis.  Single-copy  buyers  are a  distinct  segment  of  the  total  newspaper
audience.  Understanding the specific  attributes of this market with respect to
international  purchasing  will be  important  to  Satellite  Enterprises  Corp.
creating successful, targeted single-copy marketing and promotional plans. While
we are targeting the purchase of  international  publications,  these buyers may
also seek the convenient access that a Satellite Newspapers KiOSK provides,  for
domestic  financial,  sports and news  information.  With  publisher  agreements
specific to domestic distribution, this is another area that can be explored.

                                        9
<PAGE>

Rural Community Development

     In addition to the market potential created by the  international  traveler
and  multi-cultural  urban dwellers,  the rural market for low volume readership
can now be addressed  in a very  efficient  manner.  The  distribution  costs to
deliver newspapers to rural areas can now be dramatically decreased by using the
Satellite  Newspapers KiOSK digital  distribution  model.  This  print-on-demand
model  eliminates the waste associated with the typical  newspaper model.  Today
newspapers  are printed based on a demand  ESTIMATE  which many times results in
either an under  supply or over supply.  When the over supply is not sold,  they
are disposed of, resulting in needless cost expense and environmental  waste. In
addition  to  delivery  cost  improvements,  the rural  market can now enjoy the
benefits of  flexible  access to many  domestic  and  international  newspapers,
otherwise  either  previously  not  accessible to them,  or  accessible  only by
subscription and mail delivery.

THE PUBLISHERS' MARKET

     The  traditional  media  publishers  divide  their  distribution  of  Daily
newspapers  into two main streams:  Newsstands  and  deliveries.  In most cases,
these  are  operated  by  the  publisher  via  local  carriers  or by  dedicated
distributors.

     Given a limited  geographical  range,  this model allows a  publication  to
reach its readership within a few hours of being printed.  Practically speaking,
a publication should be printed within less than a 500 miles radius to reach its
readership on time and with cost efficiently.  Today, the vast majority of daily
publications  is  locally  based and  easily fit their  readership  within  this
operational radius.

     Satellite Enterprises Corp. intends to redefine these procedures for remote
areas and traveling readers by offering  publishers cost efficient  alternatives
to these issues.

     Satellite Enterprises Corp.'s two main products, the KiOSK and the license,
give it the  flexibility  to deliver on a daily  basis all of its  current  100+
affiliate  newspapers  in  all of  its  locations  worldwide.  This  service  is
currently  offered to the publisher at no cost,  and will return a commission on
sold issues.

     By adopting a publisher-oriented approach, Satellite Enterprises Corp. aims
to involve  the content  generator  in the  success of the  company.  This value
proposition is beneficial to both parties as publishers are able to dramatically
reduce  their  remote  distribution  costs.  This will  provide  new  publishers
incentives not only to join the program,  but also to promote to their traveling
readership, the Satellite Enterprises Corp. solution.

4. COMPETITION

     Our  distribution  model for Satellite  Newspapers  KiOSK digital  printing
KiOSK, with its "PRINT-ON-DEMAND" technology, is a unique business proposition.

                                       10
<PAGE>

     While there are several remote newspaper  printing  concepts on the market,
they  predominantly  rely on a "print and deliver" model which requires a dealer
to print newspapers remotely,  in small quantities,  at a centralized  location,
potentially based on a pre-determined order or estimated requirements,  and then
physically deliver these newspapers to the end user location.

     It is also  acknowledged  that a number of end users may obtain  their news
requirements  from the  INTERNET.  However  there  continues  to be a compelling
demand for paper  versions to suit the  preferences of many end users who choose
the simplicity,  versatility,  portability and user-friendliness of a paper copy
of a newspaper.

     There are several players in the remote digital printing arena. IBM, Xerox,
Xeikon,  NewspaperDirect  and Oce bring  validation  to this  emerging  business
model. However,  these players differ from the Satellite Newspapers KiOSK system
in several areas.  They are promoting a business model that requires  newspapers
to be printed at a centralized location, using high-speed printers. This results
in newspapers that must be physically  delivered to the end-user.  This business
model is  interesting  in that it can also  take  advantage  of  existing  local
printing  and  distribution  enterprises,  rather  than  trying  to  set  up new
distribution  points where none existed  previously.  Also  significant  is that
these  companies  aren't  merely  attempting  to sell  their  printers  for this
application;  they are using their  expertise in finding local  resources and in
arranging the business deals among these partners and publishers.

     However,  this is not a true print on-demand model and there are additional
distribution  costs to be absorbed  due to the  requirement  for shipping of the
locally  printed  newspapers to the end-users.  The Satellite  Newspapers  KiOSK
model places the system as close to the end-user as possible; printing only what
is  actually  purchased  by the  consumer,  at the  actual  consumer  location -
PRINT-ON-DEMAND.

     IBM, Xerox, Oce,  NewspaperDirect and Xeikon have developed business models
based on a larger scale  philosophy,  as opposed to Satellite  Newspapers KiOSKs
more  targeted  approach  which  focuses  on  hotels,  airports,  cruise  ships,
bookstores,  etc...  ordering a few copies, to bulk users with the potential for
ordering  hundreds  of copies.  And,  where part of  Satellite  Newspaper  USA's
strategy  involves  developing an  economical  digital KiOSK concept to make the
business  model viable in remote  locations,  these  companies are searching for
high-volume printing establishments and large-scale distributors to increase the
volume of business.

     We believe that both models can  co-exist,  with the  Satellite  Newspapers
KiOSK digital KiOSK model aimed more  specifically  at the single copy buyer and
the  other  competitor  models  better  suited to  subscription  based or volume
international readership.

5. OPERATING ASSETS

     The Company's  primary  assets as of December 31, 2003,  are the newspapers
KiOSK product and content distribution technology rights it acquired on June 20,
2003 under the Rights Agreement with Satellite Newspapers.

                                       11
<PAGE>

6. CORPORATE OPERATIONS AND MARKETING STRATEGY

OPERATIONS

     Our Company is the  exclusive  holder of the Satellite  Newspapers  product
licenses for the Americas which it plans on sub-licensing  out. As such it in is
charge of selling,  distributing  and servicing  these  licensed  products.  The
Company  strategy  is to  pursue  sub-license  agreements  with  major  regional
strategic  partners.   Our  primary  objectives  will  be  to  establishment  of
sub-master   licensing   agreements  with  major  regional   strategic  partners
throughout the world.

7. CAPITAL

     The  Company's  capital is currently  insufficient  to fully  implement its
business plan and corporate  objectives  and is engaged in sourcing  funding for
its business development and operational requirements. If it is unable to obtain
additional  capital,  The Company will be unable to fully implement its business
plan and objectives and continue any operations.  The sources,  availability and
terms for additional capital to sustain the Company's  operations are unknown at
date,  and there is no assurance  the Company will be able to locate  sufficient
capital to carry forward its business and implement its business plan.

8. EMPLOYEES

     As of December 31, 2003, the Company had no employees.  As of June 27, 2003
though to September 1, 2003 the Company had two employees,  Mr. Fred Devries and
Mr. Renato Marianni both of whom resigned on September 1, 2003.

ITEM 2. DESCRIPTION OF PROPERTY

     In the fiscal year ended  December 31, 2003,  the company had its corporate
offices  located at the office of its corporate  Secretary  and General  Counsel
Jerry Gruenbaum at 205 Church Street, Suite 340, New Haven, Connecticut.

ITEM 3. LEGAL PROCEEDINGS

     The  Company  was sued in March 2004 in  Pennsylvania  for  $11,700.00  for
unsolicited  telecommunication  advertisement  by a disgruntled  individual  who
objecting to receiving  unsolicited e-mail regarding  investment in the Company.
To the extent this individual received any such e-mail solicitation;  it was not
at any time  approved by the  Company.  Since the Company has no  operations  in
Pennsylvania,  it does not feel it is economically viable to defend the lawsuit.
With the exception to the above, management is not aware of any other current or
contemplated litigation against the Company, as of April 15, 2004.

                                       12
<PAGE>

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

None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                             A. MARKET INFORMATION.

     The  Company's  Common Stock traded  over-the-counter  on the NASD Bulletin
Board under the symbol "BCKC" during the fourth quarter of its 1999/2000  fiscal
year, and under the symbol "GVLT" from September 20, 2000 through  September 15,
2002,  and under the symbol  "SENR" from  September  15,  2002 to  current.  The
closing sales price for the Company's shares as of April 14, 2004, was $1.37.

     Set  forth  below  is the high and low bid  information  for the  Company's
Common Stock for the last nine quarters:

          Quarter Ended                       High          Low
          ----------------                    ----          ----
          March 31, 2004                      4.15          4.05
          December 31, 2003                   1.47          1.47
          September 30, 2003                  2.60          1.25
          June 30, 2003                       1.20          0.07
          March 31, 2003                      0.75          0.05
          December 31, 2002                   0.30          0.10
          September 30, 2002                  0.25          0.12
          June 30, 2002                       0.17          0.045
          March 31, 2002                      0.10          0.026


     The information above is based on closing prices reported for the Company's
common stock on Nasdaq's  over-the-counter  bulletin  board.  Accordingly,  this
information  consists of quotations that reflect  inter-dealer  prices,  without
retail   mark-up,   mark-down  or  commission  and  may  not  represent   actual
transactions.

Shareholder Information

     At December 31, 2003,  the Company had  approximately  70  Shareholders  of
record and approximately 250 beneficial holders of its common stock.

Dividend Information

     The Company has not paid a dividend since its incorporation, and management
does not anticipate the Company will pay dividends in the near future.

B. Sales of Unregistered Securities from inception through April 15, 2004.

     The Company sold the  following  shares of common stock in the three fiscal
years ended  December  31, 2003  (adjusted to reflect  reverse  stock splits and
share issuances through April 15, 2004) without registration based on Section

                                       13
<PAGE>

4(2) of the  Securities  Act of 1933,  as  amended.  All of the  offerings  were
conducted solely by the Company, without the engagement of an underwriter.

 Date         Shares  Purchasers             Total Price          Exemption
---------  --------- -------------------- ---------------- ---------------------
04/05/04     169,300  Foreigners           $33,860(1)           Regulation S
---------  --------- -------------------- ---------------- ---------------------
03/03/04      67,791  Foreigners           $13,558(1)           Regulation S
---------  --------- -------------------- ---------------- ---------------------
03/02/04     562,144  Foreigners          $112,429(1)           Regulation S
---------  --------- -------------------- ---------------- ---------------------
02/15/04     215,920  Foreigners           $43,184(1)           Regulation S
---------  --------- -------------------- ---------------- ---------------------
02/09/04   1,348,321  Foreigners          $269,664(1)           Regulation S
---------  ---------  ------------------- ---------------- ---------------------
12/19/03     388,050  Foreigners           $77,610(1)           Regulation S
---------  ---------  ------------------- ---------------- ---------------------
11/20/03   1,000,000  Foreigners          $200,000(2)           Regulation S
---------  ---------  ------------------- ---------------- ---------------------
11/01/03   1,000,000  Consultant           $10,000(3)           Section 4(2)
---------  ---------  ------------------- ---------------- ---------------------
09/01/03       2,000  Consultant           $33,369(3)           Section 4(2)
---------  --------- -------------------- ---------------- ---------------------
03/02/03      35,000  Consultant           $175,000(4)(6)       Section 4(2)
---------  --------- -------------------- ---------------- ---------------------
07/02/02       5,000  Consultant           $85,000(4)           Section 4(2)
---------  --------- -------------------- ---------------- ---------------------
06/03/02   1,000,000 Satellite Newspapers  $10,000(7)           Section 4(2)
                  Worldwide NV
---------  --------- -------------------- ---------------- ---------------------
06/03/02  17,000,000 Accredited Investors  $261,800(4)          Section 4(2)
---------  --------- -------------------- ---------------- ---------------------
06/03/02    662,500  Accredited Investor   $9,937.50(4)         Section 4(2)
---------  --------- -------------------- ---------------- ---------------------
06/03/02    662,500  Accredited Investor   $9,937.50(4)         Section 4(2)
---------  --------- -------------------- ---------------- ---------------------
06/03/02     75,000  Consultant            $1,125(4)            Section 4(2)
---------  --------- -------------------- ---------------- ---------------------
(1)  Company  paid a 10%  commission  to Bel Air Group,  Inc. as finders fee.
(2)  Company sold Livingston Investments, Ltd., a British Virgin  Island Company
     1,000,000 at $0.20 per share.  $50,000 was paid in 2004 and the balance has
     not been paid to dater.
(3)  Company paid $10,000  consulting fee GCH Capital,  Ltd. who in turn paid it
     back to the Company in return for 1,000,000 shares


                                       14
<PAGE>

(4)  These  shares were  issued in  consideration  of  services  rendered to the
     Company and/or  reimbursement of expenses or other indebtedness owed by the
     Company.
(5)  The offering price was paid in the form of the exchange and transfer to the
     Company of 100% of the outstanding Capital Stock of GreenVolt Corp.
(6)  The Company issued these shares under an exemption provided by Section 4(2)
     of the  Securities  Act of 1933,  as  amended,  however,  the  certificates
     representing  these  shares  were  issued  without  legend  in  error.  The
     shareholder  has been  notified by the Company  that the shares may only be
     sold  in  compliance  with  Rule  144  or  any  other  exemption  from  the
     registration requirements of the Securities Act.
(7)  The Company issued these shares as payment and in exchange for the transfer
     of certain  Rights to the  Satellite  Newspapers  KiOSK product and content
     distribution technology.


ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATIONS

     Six Months Ended  December 31, 2003  (audited) and for the Period April 14,
1998 (Inception) to December 31, 2003. All dollar amounts are in US Dollars.

     The Company had  revenues of $0.00 for the Six Months  Ended  December  31,
2003 and $0.00 and for the Period  April 14, 1998  (Inception)  to December  31,
2003.

     The Company incurred operating  expenses of approximately  $455,288 for the
Six Months  Ended  December 31, 2003 and  approximately  $538,915 for the Period
April 14, 1998 (Inception) to December 31, 2003. The operating  expenses for the
Six Months Ended  December 31, 2003 resulted  primarily  from general  corporate
administration, legal and professional expenses, consulting fees, accounting and
auditing costs and for stock based compensation.

     As a result of the foregoing  factors,  the Company  realized a net loss of
$455,288 for the Six Months Ended  December 31, 2003,  compared to a net loss of
$1,760,559 for the Period April 14, 1998 (Inception) to December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES FOR THE SIX MONTHS ENDED DECEMBER 31, 2003

     At  December  31,  2003,  the  Company  had a working  capital  deficit  of
$127,472,  as a result our auditors  have raised in their current audit report a
substantial doubt about our ability to continue as a going concern.

     The Company  will be unable to continue as a going  concern in the event it
is not able to raise capital in order to develop and implement its business plan
and continue  operations.  Until such time as sufficient  capital is raised, the
Company  intends to limit  expenditures  for  capital  assets and other  expense
categories.

     During the six months ended  December 31,  2003,  The Company  attempted to
engage 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. To that extent, the Company opened an office in Boca Raton, Florida which

                                       15
<PAGE>

it  subsequently  closed as of November  2003. As of the end of the fiscal year,
the Company was  looking for a strategic  partner to sublease  its rights to the
Americas and at the same time to acquire the world rights, from Media Finance by
acquiring  Satellite Swiss for 42,000,000 newly issued shares of common stock of
the Company. The option was for a period of one year from the date of execution,
shares during the option period to be held in escrow, unless terminated earlier,
but under no condition  prior to February 12, 2004.  As of the end of the fiscal
year,  the Company did not  exercise  said option.  The Option was  exercised on
February 12, 2004.

     No Assurance of Financial  Viability of Satellite  Swiss.  We depend on the
financial   viability  of  Satellite   Swiss  for  our  content  and   satellite
transmission.  Satellite Swiss has limited  revenues to date. Our business would
be  materially  harmed if  Satellite  Swiss is unable to continue to provide the
Company with its content, satellite transmission and technical support.

     Disclosure Regarding Forward-Looking  Statements.  The statements contained
in this Form 10-KSB Report that are not  historical  facts are  "forward-looking
statements" and can be identified by the use of forward-looking terminology such
as "believes", "expects", "may", "will", "should", "intends" or "anticipates" or
the negative thereof or other variations thereon or comparable  terminology,  or
by  discussions  of  strategy  that  involve  risks  and   uncertainties.   Such
forward-looking  information  involves  important risks and  uncertainties  that
could  significantly  affect expected results in the future from those expressed
in any forward-looking statements made herein.

     The  Company  does not  promise to update  forward-looking  information  to
reflect  actual  results or changes in  assumptions  or other factors that could
affect those  statements.  Persons reading this Form 10-KSB Report are cautioned
that such statements are only  predictions and that actual events or results may
differ materially.  In evaluating such statements,  readers should  specifically
consider all the various  factors  which could cause actual events or results to
differ materially from those indicated by such forward-looking statements.

ITEM 7. FINANCIAL STATEMENTS

     Following are the audited  financial  statements  of Satellite  Enterprises
Corp.  (A  Development  Stage  Company)  and its  subsidiary  for the year ended
December 31, 2003.
                                       16
<PAGE>


                           SATELLITE ENTERPRISES CORP.
                          (A Development Stage Company)

                          AUDITED FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2003



                                       17
<PAGE>

CONTENTS
--------------------------------------------------------------------------------

Independent Auditors' Report                                         Page    F 1

Consolidated Balance Sheet                                                   F 2

Consolidated Statement of Stockholders' Equity                               F 3

Consolidated Statement of Operations                                         F 7

Consolidated Statement of Cash Flows                                         F 8

Notes to Consolidated Financial Statements                                   F 9


                                       18
<PAGE>

                              MEYLER & COMPANY, LLC
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748

                          Independent Auditors' Report

To the Board of Directors
Satellite Enterprises Corp.
New Haven, CT

We have  audited  the  accompanying  consolidated  balance  sheet  of  Satellite
Enterprises  Corp. and  subsidiary (a Development  Stage Company) as of December
31, 2003 and the related  consolidated  statement of  operations,  stockholders'
equity deficit, and cash flows for the six months ended December 31, 2003. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based on our audit.  The  consolidated  statement  of  stockholders'
equity  (Deficit) and the related  consolidated  statements  of  operations  and
consolidated  cash flows for the period  April 4, 1998  (Inception)  to June 30,
2003 were audited by Callahan, Johnston & Associates, LLC whose auditors' report
dated October 21, 2003 indicated that the Company's significant operating losses
and the  substantial  stockholders'  deficit raise  substantial  doubt about its
ability to continue as a going concern.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial  position  of  Satellite
Enterprises  Corp. and subsidiary as of December 31, 2003 and the results of its
operations  and its cash flows for the six months ended  December  31, 2003,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note B to the
consolidated  financial statements,  the Company incurred a net loss of $455,288
for the six months ended  December 31, 2003, has a negative  working  capital of
$127,472 and there are existing uncertain  conditions the Company faces relative
to its  ability to obtain  capital and operate  successfully.  These  conditions
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans  regarding  those  matters also are described in Note B. The
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

                                                          Meyler & Company, LLC



Middletown, NJ
April 11, 2004

                                       F1
<PAGE>

<TABLE>
<CAPTION>
                   SATELLITE ENTERPRISES CORP. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                           CONSOLIDATED BALANCE SHEETS
                                December 31, 2003

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

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Bank overdraft                                                    $    3,442
   Accounts payable and accrued expenses                                 93,202
   Due to affiliated company                                             30,828
                                                                     ----------

         Total Current Liabilities                                      127,472

STOCKHOLDERS' EQUITY
    Preferred stock, par value $0.001 authorized
     5,000,000 shares, none issued and outstanding
   Common stock authorized 200,000,000
      shares; par value $0.001; issued
      and outstanding 22,105,450 shares
      at December 31, 2003                                               22,105
   Additional paid-in capital                                         1,806,676
   Stock subscription receivable                                       (180,000)
   Deficit accumulated during Development Stage                      (1,760,559)

         Total Stockholders' Deficit                                   (111,778)
                                                                     -----------
                                                                      $   15,694
                                                                     ==========


                 See accompanying notes to financial statements.
</TABLE>

                                       F2
<PAGE>

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

            CONSOLIDATED  STATEMENT OF  STOCKHOLDERS'  EQUITY  (DEFICIT) For the
          Period April 4, 1998 (Inception) to December 31, 2003


                                                                                                           Deficit
                                                                                                         Accumulated
                                     Common Stock          Additional                       Other        During the    Stockholders'
                                  -------------------       Paid In       Subscription   Comprehensive   Development      Equity
                                  Shares       Amount       Capital        Receivable    Income (Loss)      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>

                                       F3
<PAGE>

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

      CONSOLIDATED STATEMENT OF STOCKHOLDERS'  EQUITY (DEFICIT)  (CONTINUED) For
          the Period April 4, 1998 (Inception) to December 31, 2003


                                                                                                           Deficit
                                                                                                         Accumulated
                                     Common Stock          Additional                       Other        During the    Stockholders'
                                  -------------------       Paid In       Subscription   Comprehensive   Development      Equity
                                  Shares       Amount       Capital        Receivable    Income (Loss)      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>

                                       F4
<PAGE>

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

      CONSOLIDATED STATEMENT OF STOCKHOLDERS'  EQUITY (DEFICIT)  (CONTINUED) For
          the Period April 4, 1998 (Inception) to December 31, 2003


                                                                                                           Deficit
                                                                                                         Accumulated
                                     Common Stock          Additional                       Other        During the    Stockholders'
                                  -------------------       Paid In       Subscription   Comprehensive   Development      Equity
                                  Shares       Amount       Capital        Receivable    Income (Loss)      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                                          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>

                                       F5
<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 December 31, 2003


                                                                                                           Deficit
                                                                                                         Accumulated
                                     Common Stock          Additional                       Other        During the    Stockholders'
                                  -------------------       Paid In       Subscription   Comprehensive   Development      Equity
                                  Shares       Amount       Capital        Receivable    Income (Loss)      Stage        (Deficit)
                                  --------------------------------------------------------------------------------------------------
<S>                            <C>            <C>         <C>             <C>                          <C>            <C>
Net income 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
Sale of common stock
  under private placement
  @ $0.20, net of commis-
  sions                            441,450        441         79,024                                                      79,465
Exercise of common stock
  warrant @ $0.20, net of
  commissions                    1,000,000      1,000        179,000       (180,000)
Issuance of 1,000,000
  shares to investment
  bankers @ $0.01 per
  share                          1,000,000      1,000          9,000                                                      10,000
Stock based compensation                                     244,692                                                     244,692
Net loss for six months
  ended December 31, 2003                                                                                 (455,288)     (455,288)
                               --------------------------------------------------------------------------------------------------

                               $22,105,450    $22,105     $1,806,676      $(180,000)                   $(1,760,559)   $ (111,778)
                               ==================================================================================================


                 See accompanying notes to financial statements.
</TABLE>

                                       F6
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                  For the Period
                                                    For the Six   April 14, 1998
                                                    Months Ended  (Inception) to
                                                    December 31,    December 31,
                                                    ------------  --------------
                                                       2003             2003
                                                       ----             ----
<S>                                                 <C>             <C>
OPERATING EXPENSES
   Administrative expenses                          $  210,596      $   293,971
   Stock based compensation                            244,692          244,692
   Interest expense                                                         252
                                                    ----------      -----------

     Loss from Continuing Operations                  (455,288)        (538,915)

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

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

NET LOSS                                                             (1,760,559)

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

COMPREHENSIVE LOSS                                  $ (455,288)     $(1,760,559)
                                                    ===========     ============

BASIC EARNINGS(LOSS) PER SHARE (POST SPLIT)         $    (0.01)     $     (0.30)
                                                    ===========     ============

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING (POST SPLIT)                   59,797,182        5,932,941
                                                    ==========      ===========


                 See accompanying notes to financial statements.
</TABLE>

                                       F7
<PAGE>

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

                      CONSOLIDATED STATEMENT OF CASH FLOWS



                                                                            For the Period
                                                           For the Six      April 14, 1998
                                                           Months Ended     (Inception) to
                                                           December 31,      December 31
                                                           ------------     --------------
                                                              2003              2003
                                                              ----              ----

<S>                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                       $(455,288)      $(1,760,559)
   Adjustments to reconcile net income (loss)
     to cash flows from operating activities:
       Debt forgiveness                                                       (182,564)
       Stock based compensation                              244,692           244,692
       Gain on disposal of discontinued operations                             (20,251)
       Common stock issued for services                                        752,388
       Debt forgiveness                                                         29,300
       Net assets of discontinued operations                                      (750)
       Net liabilities of discontinued operations                              133,500
       Accounts payable and accrued expenses                  87,097           298,472
                                                           ---------       -----------

         NET CASH FLOWS USED IN
           OPERATING  ACTIVITIES                            (123,499)         (505,772)

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

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

CASH FLOWS FROM FINANCING ACTIVITIES
   Advances from related party                                                  72,341
   Advances from affiliated company                           30,828            33,328
   Sale of common stock                                       89,465           396,897
                                                           ---------       -----------
       NET CASH FLOWS FROM FINANCING
         ACTIVITIES                                          120,293           502,566
                                                           ---------       -----------
DECREASE IN CASH                                              (3,442)           (3,442)
CASH BALANCE, BEGINNING OF PERIOD
                                                           ---------       -----------

CASH BALANCE, END OF PERIOD                                $  (3,442)      $    (3,442)
                                                           =========       ===========

SUPPLEMENTAL CASH FLOW INFORMATION
   Issuance of 5,000 shares of common stock to settle liabilities 5,000 Issuance
   of  18,400  shares to  settle  $284,432  in  convertible  debentures  284,432
   Issuance of 1,000,000 shares for technology rights 15,000


                 See accompanying notes to financial statements.
</TABLE>

                                       F8
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003


NOTE A -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Nature of Business
           ------------------

          Satellite Enterprises Corp. (f/k/a GreenVolt Power Corp. [f/k/a Beck &
          Co.]) The  "Company" was formed as a Nevada  corporation  on April 14,
          1998,  to operate  as a  specialty  retailer  of fine  jewelry.  These
          jewelry  operations were  discontinued in July 2000 and disposed of on
          September  24, 2000 through a transfer to the Company's  founder.  The
          gain on disposal of the jewelry  operation  represented  the excess of
          liabilities transferred over the assets transferred.

          On July 29, 2000, the Company  acquired all of the outstanding  shares
          of GreenVolt Corp.  (GreenVolt"),  a Canadian corporation,  in a stock
          for stock exchange accounted for as a pooling of interests.  GreenVolt
          was a development stage company,  and was in the process of developing
          fuel cell technologies for commercial and industrial uses. Pursuant to
          the terms of the merger  agreement,  the Company  acquired  all of the
          outstanding  common stock of GreenVolt and issued 12,435,250 shares of
          its common stock to the shareholders of GreenVolt,  making GreenVolt a
          wholly-owned subsidiary of the Company. Also as part of the agreement,
          the  Company's  old  shareholders   gave  back  and  canceled  for  no
          consideration,  9,600,000 shares of the Company's  outstanding  common
          stock owned by them. The Company's old shareholders  continued to hold
          5,617,500 shares. Additionally, the company's old shareholders forgave
          all  advances or loans made to the  Company  except for  $15,000.  The
          Company  also  issued  600,000  shares  to an  investment  banker.  On
          September 12, 2000,  the Company  changed its name to GreenVolt  Power
          Corp.  and  changed  its  fiscal  year end from March 31 to June 30 to
          coincide with the fiscal year end of GreenVolt.

          On August 27,  2002,  the  Company  transferred  its  GreenVolt  Corp.
          subsidiary and its fuel cell  technology to its former Chief Executive
          Officer as part of a general  release and settlement  agreement.  As a
          part of this  process,  the  Company  changed  its  name to  Satellite
          Enterprises Corp. In accordance with accounting  principles  generally
          accepted in the United  States of America,  the  financial  statements
          have been restated to present  operations of  discontinued  operations
          and the gain on the sale of discontinued operations separately.

          On June 20,  2003,  in  conjunction  with a 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   this
          Agreement,   Satellite   Newspapers   appointed  the  Company  as  its
          irrevocable  commercial  exclusive  distributor  to  promote  the sale
          and/or  lease of its  newspaper  KiOSKs and the  associated  Satellite
          Newspaper content  distribution  technology which Satellite Newspapers
          has developed and 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 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 the territory.


                                       F9
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2003


NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Change of Year End
          ------------------

          In December  2003, the Company  elected to change its accounting  year
          end from June 30 to December 31.

          Foreign Currency Translation
          ----------------------------

          In 2002,  the Company  used the  Canadian  dollar as their  functional
          currency.  Assets and  liabilities  were translated into US dollars at
          the period-end  exchange rates.  Statement of operations  amounts were
          translated  using the average  rate during the year.  Gains and losses
          resulting from translating foreign currency financial  statements were
          accumulated in other comprehensive income (loss), a separate component
          of  stockholders'  equity  (deficit).  In 2003, the Company  commenced
          using the United States dollar as their functional currency.

          Cash Equivalents
          ----------------

          For  purposes  of  reporting  cash  flows,  cash  equivalents  include
          investment  instruments  purchased  with a maturity of three months or
          less. There were no cash equivalents in 2003 and 2002.

          Use of Estimates
          ----------------

          The  preparation of financial  statement in conformity  with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and reported amounts of revenues and
          expenses during the reporting period. Actual results could differ from
          those estimates.

          Net Loss Per Common Share
          -------------------------

          The Company computes per share amounts in accordance with Statement of
          Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share".
          SFAS No. 128 requires presentation of basic and diluted EPS. Basic EPS
          is  computed  by  dividing  the  income  (loss)  available  to  Common
          Stockholders   by  the   weighted-average   number  of  common  shares
          outstanding   for  the   period.   Diluted   EPS  is   based   on  the
          weighted-average  number of shares of Common  Stock and  Common  Stock
          equivalents outstanding during the periods.

          Consolidated Financial Statements
          ---------------------------------

          The  consolidated  financial  statements  include  the Company and its
          wholly owned subsidiary. All significant intercompany transactions and
          balances have been eliminated in consolidation.

          Comprehensive Income (Loss)
          ---------------------------

          SFAS No. 130 establishes standards for the reporting and disclosure of
          comprehensive  income and its  components  which will be  presented in
          association  with  a  company's  financial  statements.  Comprehensive
          income is  defined as the  change in a  business  enterprise's  equity
          during a period  arising from  transactions,  events or  circumstances
          relating to non-owner sources, such as foreign

                                       F10
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2003


NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Comprehensive Income (Continued)
          --------------------

          currency  translation  adjustments  and unrealized  gains or losses on
          available-for-sale  securities.  It  includes  all  changes  in equity
          during  a  period  except  those  resulting  from  investments  by  or
          distributions  to  owners.  Comprehensive  income  is  accumulated  in
          accumulated other comprehensive income (loss), a separate component of
          stockholders' equity (deficit.)

          Stock-Based Compensation
          ------------------------

          SFAS No. 123,  "Accounting  for Stock-Based  Compensation"  prescribes
          accounting and reporting  standards for all  stock-based  compensation
          plans,  including employee stock options,  restricted stock,  employee
          stock  purchase  plans and stock  appreciation  rights.  SFAS No.  123
          requires  employee  compensation  expense to be recorded (1) using the
          fair  value  method  or  (2)  using  the  intrinsic  value  method  as
          prescribed by accounting  Principles Board Opinion No. 25, "Accounting
          for Stock Issued to Employees"  ("APB25") and related  interpretations
          with pro forma  disclosure  of what net income and  earnings per share
          would have been had the  Company  adopted the fair value  method.  The
          Company  accounts for employee stock based  compensation in accordance
          with the provisions of APB 25. For non-employee  options and warrants,
          the company uses the fair value method as prescribed in SFAS 123.

          Business Combinations and Goodwill
          ----------------------------------

          In July 2001, the Financial Accounting Standards Board ("FSAB") issued
          SFAS No.  141,  "Business  Combinations".  SFAS No. 141  requires  the
          purchase  method of  accounting  for business  combinations  initiated
          after June 30, 2001 and eliminates the pooling-of-interests method.

          In July  2001,  the FASB  issued  SFAS NO.  142,  "Goodwill  and Other
          Intangible  Assets",  which the company  adopted during 2003. SFAS No.
          142  requires,  among other  things,  the  discontinuance  of goodwill
          amortization.  In addition,  the standard includes  provisions for the
          reclassification  of  certain  existing   recognized   intangibles  as
          goodwill,  reassessment  of the useful  lives of  existing  recognized
          intangibles, reclassification of certain intangibles out of previously
          reported  goodwill  and the  identification  of  reporting  units  for
          purposes of assessing potential future impairment of goodwill.

          In August  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
          Impairment or Disposal of Long-Lived Assets". SFAS No. 144 changes the
          accounting  for  long-lived  assets to be held and used by eliminating
          the requirement to allocate goodwill to long-lived assets to be tested
          for  impairment,   by  providing  a  probability  weighted  cash  flow
          estimation  approach  to deal  with  situations  in which  alternative
          courses of action to recover the  carrying  amount of possible  future
          cash flows and by establishing a  primary-asset  approach to determine
          the cash flow estimation  period for a group of assets and liabilities
          that  represents the unit of accounting  for  long-lived  assets to be
          held and used.  SFAS No. 144 changes  the  accounting  for  long-lived
          assets to be  disposed  of other  than by sale by  requiring  that the
          depreciable  life of a long-lived  asset to be abandoned be revised to
          reflect a shortened  useful life and by requiring the impairment  loss
          to be  recognized  at the date a long-lived  asset is exchanged  for a
          similar productive asset or distributed to owners in a spin-off if the
          carrying  amount  of the asset  exceeds  its fair  value.  SFAS No 144
          changes the accounting

                                       F11
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2003


NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Business Combinations and Goodwill (Continued)
          ----------------------------------------------

          for  long-lived  assets to be  disposed of by sale by  requiring  that
          discontinued  operations no longer be  recognized at a net  realizable
          value  basis (but at the lower of  carrying  amount or fair value less
          costs to sell),  by eliminating  the  recognition of future  operating
          losses of discontinued components before they occur, and by broadening
          the presentation of discontinued operations in the income statement to
          include a component of an entity  rather than a segment of a business.
          A component of an entity comprises  operations and cash flows that can
          be clearly  distinguished  operationally,  and for financial reporting
          purposes, from the rest of the entity.

NOTE B -  GOING CONCERN

          As shown in the accompanying financial statements, the Company had net
          operating  losses of $455,288  for the six months  ended  December 31,
          2003 and is considered a company in the development stage. The Company
          also had  negative  working  capital of $127,472.  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 capital and generate  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  revenues,  there can be no assurances  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.

NOTE C -  TECHNOLOGY RIGHTS

          On June 20, 2003,  the Company into a Rights  Agreement with Satellite
          Newspapers Worldwide NV, a corporation organized under the laws of the
          Netherlands   (hereinafter   "Satellite   Newspapers").   Under   this
          Agreement,   Satellite   Newspapers   appointed  the  Company  as  its
          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  and  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.  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 the territory.

          The Company issued  1,000,000  shares of its common stock to Satellite
          Newspapers for these Rights. The Company valued these shares of common
          stock at $.015  per  share  which  represented  the fair  value of the
          Company's common stock at that date based on its negotiated settlement
          of the

                                       F12
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2003


NOTE C -  TECHNOLOGY RIGHTS (CONTINUED)

          convertible debentures. Satellite Newspapers costs of developing these
          rights exceeds this fair value.

NOTE D -  RELATED PARTY TRANSACTIONS

          A company in the  Netherlands  whose majority  shareholders  are major
          shareholders  of the Company,  have advanced funds to the Company.  At
          December 31, 2003, the net advances amounted to $30,828.

NOTE E -  INCOME TAXES

          The Company has adopted Financial  Accounting  Statement SFAS No. 109,
          Accounting for Income Taxes. Under this method, the Company recognizes
          a deferred tax  liability or asset for temporary  differences  between
          the tax basis of an asset or liability and the related amount reported
          on the financial statements. The principal types of differences, which
          are measured at the current tax rates,  are net  operating  loss carry
          forwards.  At  December  31,  2003,  these  differences  resulted in a
          deferred tax asset of  approximately  $250,000.  SFAS No. 109 requires
          the  establishment of a valuation  allowance to reflect the likelihood
          of  realization  of deferred  tax  assets.  Since  realization  is not
          assured, the Company has recorded a valuation allowance for the entire
          deferred tax asset, and the accompanying  financial  statements do not
          reflect any net asset for deferred taxes at December 31, 2003.

          The  Company's  net  operating   loss  carry   forwards   amounted  to
          approximately $679,000 at December 31, 2003 which will expire by 2018.

NOTE F -  STOCKHOLDERS' DEFICIT

          Private Placement Offering
          --------------------------

          The  Company,  in  November  2003,  entered  into a private  placement
          agreement  with  Hyde  Investments,  LTD.,  a British  Virgin  Islands
          Corporation, and Livingston Investments, LTD, a British Virgin Islands
          Corporation, whereby these entities would purchase 5,000,000 shares of
          the  company's  common stock at $0.18 per share net of 10%  commission
          with the right to purchase  and sell an  additional  5,000,000  shares
          once  $1,000.000  has been  paid to the  Company.  The  intent  of the
          agreement  is for the Company to receive  approximately  $200,000  per
          month from the sale of its common  stock.  Through  December 31, 2003,
          the Company  received $79,465 in net proceeds from the sale of 441,450
          shares of its common stock.

          In  connection  with the  private  placement  offering,  a warrant was
          issued to GCH  Capital,  LTD for  1,000,000  shares  of the  Company's
          common stock at an exercise  price of $0.20 per share.  The warrant is
          fully vested and exercisable as at the date of the agreement, November
          26, 2003.

          Further, GCH Capital, LTD received an additional warrant for 1,000,000
          shares of the company's common stock as part of a consulting agreement
          dated  December 31, 2003.  The exercise  price of the warrant is $0.20
          per  share,  and is fully  vested and  exercisable  at the date of the
          agreement.


                                       F13
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2003


NOTE F -  STOCKHOLDERS' DEFICIT (CONTINUED)

          Consulting Agreement
          --------------------

          On December 1, 2003, the Company  entered into a consulting  agreement
          with GCH  Capital,  LTD to provide  assistance  relating  to  business
          acquisition and general  business  strategies.  Under the terms of the
          agreement,  the Company is to issue 1,200,000  shares of the Company's
          common  stock to be held in escrow by GCH  Capital,  LTD at a price of
          $0.20 per share.  None of these  shares were issued as of December 31,
          2003. There is also a monthly  consulting fee of $10,000 per month for
          24 months.  The  Company  has the right to  purchase  up to  1,000,000
          shares of the common stock held in escrow at $0.20 per share  provided
          that such purchase right shall expire as to 50,000 shares on the first
          day of each month, beginning December 1, 2003.

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

          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  GMBH,  a Swiss  Corporation  (hereinafter  "Media
          Finance") which has a twenty year exclusive  license to distribute all
          satellite device content.  This company is 100% owned by the family of
          the President and Chief Executive Officer of the Company.  This option
          agreement will allow the Company to acquire the right to purchase 100%
          of the shares of common stock of Satellite  Newspapers  Suisse GMBA, a
          Swiss  corporation.  The exercise of this option  agreement would 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  option  is for a period  of one  year  from the date of
          execution, unless terminated earlier, but cannot be exercised prior to
          February 15, 2004.

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

          Effective  December 1, 2003, the Company  granted  options to purchase
          8,103,000  shares of the company's common stock to consultants with an
          exercise price of $0.20 per share.  These options vest immediately and
          expire  five  years  from  issuance   date.   The  options  issued  to
          consultants  had  a  fair  value  of  $244,692  calculated  using  the
          Black-Scholes options pricing model. The compensation  associated with
          these  options was expensed  during the six months ended  December 31,
          2003.
<TABLE>
<CAPTION>
          Transactions involving options are summarized as follows:

          <S>                                        <C>                   <C>
          Balance - July 1, 2003
          Options granted December 1, 2003           8,103,000             $0.20
                                                     ---------             -----

          Balance December 31, 2003                  8,103,000             $0.20
                                                     =========             =====
</TABLE>

                                       F14
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2003


NOTE F -  STOCKHOLDERS' DEFICIT (CONTINUED)

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

          Pro  forma  information  regarding  net loss and net loss per share is
          required by SFAS 123,  and has been  determined  as if the Company had
          accounted  for its employee  stock options under the fair value method
          of SFAS 123. The fair value of these options was estimated at the date
          of grant using a Black-Scholes option-pricing model with the following
          weighted-average assumptions for the year ended December 31, 2001.

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

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

          The following table  summarizes  information  concerning stock options
          outstanding at December 31, 2003.
<TABLE>
<CAPTION>
                                                       Remaining
           Exercise Price    Number Outstanding    Contractual Life    Number Exercisable
           --------------    ------------------    ----------------    ------------------
                <C>              <C>                  <C>                  <C>
                $0.20            8,103,000            5 years              8,103,000
</TABLE>

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

          The Company has issued stock  warrants as part of the general  release
          and  settlement  agreement  entered  into  with  respect  to  previous
          convertible debentures. These warrants are to purchase an aggregate of
          450,000  shares of the  Company's  common stock at $1.00  through June
          2006. The warrants are fully vested and are 100% exercisable.

          Reserve Shares
          --------------

          At December 31, 2003, the Company  reserved  63,311,550  shares of its
          common  stock  under  existing   agreements  for  private  placements,
          options, warrant agreements and consulting arrangements.

NOTE G -  COMMITMENTS AND CONTINGENCIES

          The Company has  employment  contracts  with two former  employees who
          resigned from the Company.  Each  contract  involved  salaries,  stock
          options and stock warrants.  The former employees are asserting claims
          for salary  settlements  and  company  stock.  No legal  actions  have
          commenced

                                       F15
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2003


NOTE G -  COMMITMENTS AND CONTINGENCIES (CONTINUED)

          although there is no assurance  that such actions will not occur.  The
          Company is of the opinion that all unpaid salaries have been accrued.

          On August 27,  2002,  the  Company  transferred  its  GreenVolt  Corp.
          subsidiary and its fuel cell  technology to its former Chief Executive
          Officer as part of a general release and settlement agreement. As part
          of this agreement, the liabilities of GreenVolt Corp. transferred with
          the subsidiary. It is possible that creditors of GreenVolt Corp. could
          look to the Company for payment of balances owed them. The Company and
          its legal counsel believe that these liabilities remain with GreenVolt
          Corp.  and that the  Company  has no  further  obligation.  To date no
          creditors of GreenVolt Corp. have contacted the Company for settlement
          of liabilities of GreenVolt Corp.

          Legal  proceedings  have been entered against the Company in the State
          of  Pennsylvania  for  violation  of  the   Pennsylvania   Unsolicited
          Telecommunication  Advertisement  Act which  will  result in a default
          judgment of $11,700 against the Company.

          NOTE H - SUBSEQUENT EVENTS

          Acquisition of Satellite Newspapers, Suisse GMBA
          ------------------------------------------------

          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  satellite
          Newspapers  Suisse GMBA.  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.

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

<TABLE>
          <S>                                                        <C>
          Value of 42,000,000 shares @ $0.05 per share               $2,100,000
                                                                     ==========

          Fair value of net assets allocated as follows:

          Cash                                                       $   41,290
          Other current assets                                          256,931
          Inventory                                                     454,263
          Equipment                                                   1,842,731
          Liabilities assumed                                        (2,113,427)
          Goodwill                                                    1,618,212
                                                                     ----------
                  Total Purchase Value                               $2,100,000
                                                                     ==========
</TABLE>

                                       F16
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2003


          NOTE H - SUBSEQUENT EVENTS (CONTINUED)

          Acquisition of Satellite Newspapers, Suisse GMBA (Continued)
          ------------------------------------------------

          Pro forma unaudited condensed  consolidated  results of operations for
          the year ended  December  31,  2003 as if the  purchase  of  Satellite
          Suisse had occurred at January 1, 2003 is as follows:

<TABLE>
          <S>                                                        <C>
          Revenues                                                     $103,866
          Operating expenses                                            736,807
                                                                       --------

          Net loss                                                     $632,941
                                                                       ========

          Net loss per common share
            basic and diluted                                            $(0.01)
                                                                         =======

          Weighted average common
            share outstanding (post-split)                           59,797,182
                                                                     ==========
</TABLE>

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

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

          Subsequent Stock Sales Under Private Placement Offering
          -------------------------------------------------------

          Subsequent to December 31, 2003,  the Company sold  approximately  2.9
          million shares of Company stock for approximately $580,000.



                                       F17
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     On October 22, 2003,  Callahan,  Johnston &  Associates,  LLC  (hereinafter
"Callahan")  resigned as the principal accountant engaged to audit the financial
statements  of the  Company.  Callahan  performed  the  audit  of the  Company's
financial  statements for the fiscal year ended June 31, 2003 and June 30, 2002.
During the  Company's two more recent  fiscal years and the  subsequent  interim
period preceding the date of their resignation, there were no disagreements with
Callahan  on  any  matter  of  accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure,  which disagreements if not
resolved to Callaha's  satisfaction would have caused Callahan to make reference
to this  subject  matter of the  disagreements  in  connection  with  Callahan's
report,  nor were there any "reportable  events" as such term is defined in Item
304(a)(1)(iv)of Regulation S-K, promulgated under the Securities Exchange Act of
1934, as amended.

     The audit reports of Callahan for the Company's  fiscal year ended June 31,
2003 and June 31,  2002 did not  contain an adverse  opinion,  a  disclaimer  of
opinion,  or  qualification  or modification as to uncertainty,  audit scope, or
accounting  principles.  In this  connection,  Callahan  issued a going  concern
opinion in its audit report dated  October 21, 2003 on the  Company's  financial
statements  for the years ended June 30, 2003 and June 30, 2002  included in the
Form 10-KSB filed with the Securities and Exchange on October 22, 2003.

     Effective on November 25, 2003, the Company engaged Meyler & Company,  LLC,
our  current  Certified  Public  Accountants  to audit the  Company's  financial
statements. Prior to its engagement, the Company had not consulted with Meyler &
Company, LLC with respect to: (i) the application of accounting  principles to a
specified  transaction,  either  completed or  proposed;  (ii) the type of audit
opinion that might be rendered on the Company's financial  statements;  or (iii)
any matter  that was either the  subject  or  disagreement  (as  defined in Item
304(a)(1)(iv)  of  Regulation  S-K) or a reportable  event (as described in Item
304(a)(1)(iv) of Regulation S-K.

                                       36
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

MR. ROY PICENI/PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Mr. Piceni has served as Chief  Executive  Office of the Company since  December
19, 2003. Prior to joining the Company,  Mr. Piceni was the founder of Satellite
Newspapers  Worldwide.  He was  credited  with taking the Company to its present
position including  negotiating its various contracts with its content providers
and distributors.

MR. NIELS REIJERS/CHIEF FINANCIAL OFFICER AND DIRECTOR

Mr. Reijers has served as Chief Financial Officer of Satellite  Newspapers since
May 2001. Prior to joining Satellite Newspapers, Mr. Reijers was an associate of
Prime  Structured  Finance B.V., a Dutch private equity firm,  where he was also
in-house lawyer and responsible for the venture capital department.  Mr. Reijers
is still  associated with Prime  Structured and  occasionally  provides  certain
services to Prime  Structured for which he is compensated.  From January 1999 to
February  2001, Mr.  Reijers was a partner at Tricorp  Capital  Partners B.V., a
Dutch private equity firm,  where he was in-house lawyer and responsible for the
venture capital  department.  Prior to joining Tricorp,  Mr. Reijers worked as a
tax lawyer at KPMG Meijburg & Co. in Amsterdam for ten years. Mr. Reijers earned
his law degree at the University of Utrecht and his masters in fiscal law at the
University of Amsterdam.

MR. STEVE MANNEN/DIRECTOR

Mr.  Mannen has served as interim  President  and Chief  Executive  office  from
September  30,  2003 to  December  19,  2003.  Mr.  Mannen  has  served as Chief
Operating  Officer of Satellite  Newspapers  from May 2001 to December 19, 2003.
For 15 years prior to joining Satellite  Newspapers,  Mr. Mannen was founder And
Chief Executive  Officer of International  Business  Consultants,  a Netherlands
Consulting company,  which focused on export management  consulting.  Mr. Mannen
has a diploma from the NERG  organization  and several  certifications  from the
PBNA School in electronic engineering in The Netherlands.

MR. JERRY GRUENBAUM/CORPORATE SECRETARY, GENERAL AND SECURITIES COUNSEL

Mr. Gruenbaum has been with the Company since June 2003. He has been admitted to
practice law since 1979 and is a licensed  attorney in various states  including
the States of Massachusetts and Connecticut where he maintains his practice,  as
a Principal in the firm of SEC Attorneys,  LLC  specializing  in Securities Law,
Mergers  and  Acquisitions,  Corporate  Law,  Tax  Law,  International  Law  and
Franchise Law. He is a former President and a Chairman of the Board of Directors
of a multinational  publicly-traded company with operations in Hong Kong and the
Netherlands.  He worked for the tax departments for Peat Marwick  Mitchell & Co.
(now  KPMG  Peat  Marwick  LLP) and  Arthur  Anderson  & Co.  He has  served  as
Compliance Director for CIGNA Securities,  a division of CIGNA Insurance. He has
lectured and taught at various Universities  throughout the United States in the
areas of  Industrial  and  financial  Accounting,  taxation,  business  law, and
investments.  Attorney  Gruenbaum  graduated  with a B.S.  degree from  Brooklyn
College - C.U.N.Y.  Brooklyn,  New York;  has a M.S.  degree in Accounting  from
Northeastern  University  Graduate  School of Professional  Accounting,  Boston,
Massachusetts; has a J.D. degree from Western New England College School of Law,
Springfield, Massachusetts; and an LL.M. in Tax Law from the University of Miami
School of Law, Coral Gables, Florida.

                                       37
<PAGE>
MR. FRED DEVRIES

Mr.  DeVries,  was the President and a director of the Company from July 1, 2003
Through to September 30, 2003 He has been a senior level global  executive  with
twenty-five years of experience in the  Telecommunications  industry with Nortel
Networks.  While at Nortel he held  various  senior  positions  in the  Optical,
Switching,  Network Access,  and Enterprise product  organizations.  His diverse
multi  cultural  experience  also includes  regional  expatriate  assignments in
Europe,  Hong Kong and Mexico after his initial transfer from Canada to Nortel's
Caribbean  and Latin  American  (CALA)  headquarters  in Sunrise,  Florida.  Mr.
DeVries is a graduate of the Queen's  University  in Canada  where he majored in
Business  and  Economics.  He  also  has a post  graduate  degree  in  Certified
Management (CMA) specializing in advanced business management.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

All reports  required under Section 16(a) are believed to have been timely filed
by the officers, directors and 10% shareholders of the stock of the Company. The
Company  is not aware of any  filings  under  Section  13 or  Section  16 by any
officer, director or 10% shareholder.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the annual  compensation  paid and accrued by the
Company  during its last two fiscal  years to its Chief  Executive  Officer.  No
other executive officer received annual salary and bonus in excess of $100,000.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                      Long Term Compensation:
                                                      ------------------------------------------
                      Annual Compensation             Awards                            Payouts
                      ------------------------------  --------------------------------  --------
(a)             (b)   (c)      (d)      (e)           (f)             (g)               (h)         (i)
Name and                                Other Annual  Restricted      Securities        LTIP
Principle             Salary   Bonus    Compensation  Stock Award(s)  Underlying        Payouts     All Other
Position        Year  ($)      ($)      ($)           ($)             Options/SARs (#)  ($)         Compensation ($)
--------        ----  ---      ---      ---           ---             ----------------  ---         ----------------
<S>             <C>   <C>      <C>      <C>           <C>             <C>               <C>         <C>
Roy Piceni      2003       0      0        0             0            1,825,000         0           0
                                                                        at $0.20
Thomas Fahl     2002  60,000   [___]    [___]         [___]           [___]             [___]       [___]

</TABLE>
                                       38
<PAGE>
EMPLOYMENT CONTRACTS

On June 26, 2003,  the Company  entered into an Employment  Agreement  effective
July 1, 2003 with Mr. Fred DeVries as its President, CEO and member of the Board
and with Mr. Renato Mariani as its Executive Vice President and Chief  Marketing
Officer,  the details of which are contained in the June 27, 2003 8-K filing and
is incorporated by reference herein.

As of April 15, 2004, the Company does not currently  have any other  employment
contracts with any other  individuals  or consultants  with the exception of Mr.
Fred  Devries and Mr.  Renato  Marianni as  described  above,  which  employment
contracts.  were  terminated  on September  30, 2003.  Mr.  Robert Hodge and Mr.
Thomas Faul never entered into any employment  contracts with the Company during
their respective tenures as officers of the Company.

OPTION CONTRACTS

The  Company  implemented  a 2003 Stock  Option  Plan in  December  2003 for key
employees and consultants in Holland and Switzerland totaling 8,103,000 at $0.20
per share. The following individuals are the recipients of the 2003 Stock Option
Plan and the amount of shares involved:

<TABLE>
<S>                         <C>
Roy Piceni                  1,825,000
Robert Piceni               1,460,000
Ernst V Kranen                985,500
Anne Bogaardt                 182,500
Sandy Hibma                   700,800
Karin Frank                   438,000
Ralph Vooys                   292,000
Karina Tettero                292,000
 Cees Jan Quirijns             14,600
Eurostar                    1,912,600
  --------------------------------------------
                            8,103,000
</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information  regarding beneficial ownership as of
April 15, 2004, of the Company's Common Stock, by any person who is known to the
Company  to be the  beneficial  owner of more than 10% of the  Company's  voting
securities,  and by each director,  and by officers and directors of the Company
as a group. There are no equity compensation plans currently in effect.

<TABLE>
<CAPTION>

                                      At 12/31/03     At 06/30/03       At 10/13/03      At 10/13/03
                                      -----------     -----------       -----------      -----------
                                      Beneficial      Percentage        Beneficial       Percentage
Name and Address                      Ownership       of Class(1)       Ownership        of Class (1)
----------------                      ---------       -----------       ---------        ------------
<S>                                     <C>               <C>           <C>                <C>
Roy Piceni                                   0            0.00%         121,500,000        60.62%
Alexanderstraat 18
2514 JM The Hague
The Netherlands

Steve Mannen                                 0            0.00%                   0         0.00%
Alexanderstraat 18
2514 JM The Hague
The Netherlands

Niels Reijers                           496,320           0.00%             496,320         0.00%
Keizersgracht 365d
1016 EJ Amsterdam
The Netherlands

Jerry Gruenbaum                              0            0.00%                   0         0.00%
205 Church Street, Suite 340
New Haven, CT 06510
</TABLE>

                                       39
<PAGE>

The above beneficial  ownership  table's share amounts and those shares accorded
to the above shareholders after the 100 : 1 reverse split of the Company's stock
that  occurred  on  September  15, 2002 and those  shares  accorded to the above
shareholders after a 3-for-1 stock split that occurred on March 15, 2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(A) Related Transactions

In  October  2003,  Satellite  Newspapers  sold  their  patents,   software  and
trademarks  to Media  Finance.  Thereafter,  Media  Finance set up an  operating
subsidiary, Satellite Swiss. Media Finance granted Satellite Swiss a twenty year
exclusive  license to distribute all satellite  derived contents for the purpose
of commercializing their product under a revenue sharing arrangement.

On November  26,  2003,  the  Company,  desiring  to acquire  the world  rights,
approved  a Stock  Purchase  Option  Agreement  with  Media  Finance  to acquire
Satellite  Swiss for  42,000,000  newly  issued  shares  of common  stock of the
Company.  The  option  was for a period of one year from the date of  execution,
shares during the option period to be held in escrow, unless terminated earlier,
but under no condition prior to February 15, 2004.

On December 19, 2003, as part of the Company's desire to obtain Satellite Swiss,
Roy Picenni, founder of Satellite Newspapers and whose family owns 100% of Media
Finance was elected the Company's chairman of the board and as its president.

On February 15, 2004, the Company exercised it option to acquire Satellite Swiss
and the 42,000,000 were released from escrow and 40,500,000 were issued to Media
Finance and 1,500,000 to  Alternative  Energy Capital Inc. as consultants in the
transaction.  As a result, a change of control of the Company took place.  Prior
to the exercise of the option,  the Company had 20,012,312  shares  outstanding.
After exercise of the option, the Company had 52,012,321 shares outstanding.


SUBSEQUENT EVENTS

On February 15, 2004, the Company exercised it option to acquire Satellite Swiss
and the 42,000,00 were released from escrow and 40,500,000  were issued to Media
Finance and 1,500,000 to  Alternative  Energy Capital Inc. as consultants in the
transaction.  As a result, a change of control of the Company took place.  Prior
to the exercise of the option,  the Company had 20,012,312  shares  outstanding.
After exercise of the option, the Company had 52,012,321 shares outstanding.

Satellite Swiss consists of two subsidiaries,  Satellite Newspapers Content BV a
Dutch  corporation  that negotiates  agreements  with newspapers  throughout the
world for the  rights to  distribute  their  content  and  Satellite  Newspapers
Trading BV which has the production rights to produce and sell the KiOSKs.

                                       40
<PAGE>

On March 11, 2004 the Company amended its Articles of Incorporation  whereby the
authorized  number of shares of common stock were increased from  200,000,000 to
500,000,000 and thereafter  declared a 3-for-1 stock split effective in the form
of a 200  per  cent  stock  dividend  payable  on or  about  March  31,  2004 to
shareholders of record as of March 22, 2004 thereby increasing its issued shares
as of that date to 197,887,545.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

Exhibit Number      Document Description
--------------      --------------------

     2              Rights Agreement between Satellite  Newspapers Worldwide NV,
                    and  Satellite   Enterprises  Corp.  dated  June  20,  2003,
                    incorporated by reference to the Company's Current Report on
                    Form 8-K filed with the Securities  and Exchange  Commission
                    on June 25, 2003.

     3.1            Corporate  Charter  of Beck & Co. as filed  with the  Nevada
                    Secretary  of  State  on  April  6,  1998,  incorporated  by
                    reference to the  Company's  Registration  Statement on Form
                    10-SB filed with the Securities  and Exchange  Commission on
                    April 4, 2000.

     3.2            Bylaws of  Beck & Co.,  incorporated  by  reference  to  the
                    Company's  Registration  Statement  on Form 10-SB filed with
                    with the Securities and Exchange Commission on July 6, 1999.

    21              Subsidiary of the Company

    31              Certification pursuant to Section 302  of the Sarbanes Oxley
                    Act.

    32              Certification Pursuant to 18 U.S.C. Section 1350 as  adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     (b) Reports on Form 8-K:

                    The Company  filed a Form 8-K on September 30, 2003 relating
                    to  appointing  Steve  Mannen as new CEO and  President  and
                    resignation of Fred DeVries as President, CEOO and member of
                    the board of directors.

                    The Company  filed a Form 8-K on November 14, 2003  relating
                    to  resignation of Callahan,  Johnston & Associates,  LLC as
                    the  Company's  auditors  and the  appointment  of  Meyler &
                    Company, LLC, as the new Company auditors.

                    The Company  filed a Form 8-K on December 19, 2003  relating
                    to appointment of Roy Piceni as the Company's new President,
                    CEO, and chairman of the board of directors.

                                       41
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                     SATELLITE ENTERPRISES CORP.

                                                     /S/ ROY PICENI
                                                     --------------------------
                                                     ROY PICENI, PRESIDENT AND
                                                     CHIEF EXECUTIVE OFFICE AND
                                                     PRESIDENT


                                                     /s/  NIELS REIJERS
                                                    ----------------------------
                                                    NIELS REIJERS
                                                    CHIEF FINANCIAL OFFICER

Date: April 19, 2004


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

SIGNATURE               TITLE                                       DATE
------------------      ----------------------------------     -----------------

/S/ ROY PICENI          CHIEF EXECUTIVE OFFICER, PRESIDENT     APRIL 19, 2004
-----------------       AND DIRECTOR
ROY PICENI

/S/ NIELS REIJERS       CHIEF FINANCIAL OFFICER AND DIRECTOR   APRIL 19, 2004
-----------------
NEILS REIJERS


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