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

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For Fiscal Year Ended: June 30, 2003
                        COMMISSION FILE NUMBER: 000-26607

                           SATELLITE ENTERPRISES CORP.

                        (formerly GreenVolt Power 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.)

                     7601 North Federal Highway, Suite 140B
                           Boca Raton, Florida, 33487
                           --------------------------
                    (Address of principal executive offices)

                                 (561) 997-6550
                                 --------------
                           (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 under Section 12(g) of the Exchange Act:

  Title of each class                         Name of each exchange
                                               on which registered

Common Stock, $0.001 par value              None (OTC Bulletin Board)



<PAGE>

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

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this report and no disclosure will be contained to
the best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part 111 of this Form 10-KSB or any amendment to
this Form 10-KSB: [X]

State issuer's revenues for its most recent fiscal year: $0.00

The aggregate market value of the voting and non-voting common equity held by
non-affiliates, computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of
October 13, 2003 was $20,943,264.

State the number of shares outstanding of each of the issuer's common equity, as
of the latest practicable date: As of October 13, 2003 there were a total of
19,664,000 common shares of the company issued and outstanding.

Transitional Small Business Format: YES [X] NO [ ]



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                                TABLE OF CONTENTS

PART I

Item 1. .............................................Description of Business [_]

Item 2. .............................................Description of Property [_]

Item 3. ...................................................Legal Proceedings [_]

Item 4. .................Submission of Matters to a Vote of Security Holders [_]

PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder
        .............................................................Matters [_]

Item 6. ...........Management's Discussion and Analysis or Plan of Operation [_]

Item 7. .........................Financial Statements and Supplementary Data [_]

Item 8.   Changes In and Disagreements With Accountants on
        .................................Accounting and Financial Disclosure [_]

PART III

Item 9.  ...................................Directors and Executive Officers [_]

Item 10. .............................................Executive Compensation [_]

Item 11. .....Security Ownership of Certain Beneficial Owners and Management [_]

Item 12. .....................Certain Relationships and Related Transactions [_]

Item 13. ...........................................................Exhibits [_]



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                                     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, just prior to the close of its June 30, 2003 fiscal year, in
conjunction with a previously reported change of control of the Company, the
Company entered into a Rights Agreement with Satellite Newspapers Worldwide NV,
a corporation organized under the laws of the Netherlands (hereinafter
"Satellite Newspapers"). Under said Rights Agreement, Satellite Newspapers
appointed the Company as it's irrevocable commercial exclusive distributor to
promote the sale and/or lease of its newspaper Kiosks (hereinafter "KiOSK)and
the associated Satellite newspaper content distribution technology for which
Satellite Newspapers has developed the technology, owns the patents, engineering
And technical design. These Rights include the exclusive rights to use the trade
names, logos and other trade designations, including, but not limited to, all
rights to the Satellite Newspapers derived content fed into the territory
granted therein to the Company and the names "Satellite Newspapers" devices or
variants thereof as a corporate or trade name of Satellite Newspapers. These
Rights also include the exclusive rights to distribute all available contents of
its KiOSKs in its territory which includes all of North, Central and South
America including but not limited to Mexico, the United States and all its
territories, and all the Caribbean Islands, including the existing inventory of
prototype and placebo units of its KiOSKs in the Americas. The Rights further
include all parts and supply inventory owned by Satellite Newspapers relating to
its KiOSKs in said territory.

II. THE BUSINESS OF THE COMPANY - AS OF JUNE 30, 2003

On June 20, 2003, just prior to the close of its June 30, 2003 fiscal year, in
conjunction with a previously reported change of control of the Company, the
Company entered into a Rights Agreement with Satellite Newspapers Worldwide NV,
a corporation organized under the laws of the Netherlands (hereinafter
"Satellite Newspapers"). Under said Rights Agreement, Satellite Newspapers
appointed the Company as it's irrevocable commercial exclusive distributor to
promote the sale and/or lease of its newspaper KiOSKs and the associated
Satellite newspaper content distribution technology for which Satellite
Newspapers has developed the technology, owns the patents, engineering and
technical design. These Rights include the exclusive rights to use the trade

                                       1

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names, logos and other trade designations, including, but not limited to, all
rights to the Satellite Newspapers derived content fed into the territory
granted therein to the Company and the names "Satellite Newspapers" devices or
variants thereof as a corporate or trade name of Satellite Newspapers. These
Rights also include the exclusive rights to distribute all available contents of
its KiOSKs in its territory which includes all of North, Central and South
America including but not limited to Mexico, the United States and all its
territories, and all the Caribbean Islands, including the existing inventory of
prototype and placebo units of its KiOSKs in the Americas. The Rights further
include all parts and supply inventory owned by Satellite Newspapers relating to
its KiOSKs in said territory.

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

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 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 June 20, 2003, just prior to the close of its June 30, 2003 fiscal year, in
conjunction with a previously reported change of control of the Company, the
Company entered into a Rights Agreement with Satellite Newspapers Worldwide NV,
a corporation organized under the laws of the Netherlands (hereinafter
"Satellite Newspapers"). Under said Rights Agreement, Satellite Newspapers
appointed the Company as it's irrevocable commercial exclusive distributor to
promote the sale and/or lease of its newspaper KiOSKs and the associated
Satellite newspaper content distribution technology for which Satellite
Newspapers has developed the technology, owns the patents, engineering and
technical design. These Rights include the exclusive rights to use the trade
names, logos and other trade designations, including, but not limited to, all
rights to the Satellite Newspapers derived content fed into the territory
granted therein to the Company and the names "Satellite Newspapers" devices or
variants thereof as a corporate or trade name of Satellite Newspapers. These
Rights also include the exclusive rights to distribute all available contents of
its KiOSKs in its territory which includes all of North, Central and South
America including but not limited to Mexico, the United States and all its
territories, and all the Caribbean Islands, including the existing inventory of
prototype and placebo units of its KiOSKs in the Americas. The Rights further
include all parts and supply inventory owned by Satellite Newspapers relating to
its KiOSKs in said territory.

                                       2



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2.  THE BUSINESS AND ITS OBJECTIVES

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

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

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

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

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

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

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

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

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

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

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

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

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

o        SERVICE LEVEL AGREEMENTS (SLA'S) from both Corporate, Major Accounts
         and Dealers for:
         a.       Maintenance - maintaining the installed base of KiOSKs
                  (distributors maintain their own)
         b.       Consumables - sourcing and delivering paper and toner

ACQUIRED BASE BUSINESS OPERATION

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

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

COMPANY OBJECTIVES

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

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

                                       3

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

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

OUR KEYS TO SUCCESS

The keys to Success for this business are:

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

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

PRODUCT DESCRIPTION

The main objective of this business will be to sell Satellite Newspapers digital
KiOSKs to individual Dealers, Corporate and Major Accounts in the North and
South American markets. A Satellite Newspapers KiOSK consists of a display
screen, computer, printing engine, power supply and communications equipment
enclosed in a visually attractive housing. Once a KiOSK location is established,
the unit is plugged into a 110v power supply, loaded with paper and connected to
both a local phone line, and a collocated required satellite VSAT link whereby
it becomes fully operational. Each Satellite Newspapers KiOSK is capable of
printing any of over one hundred newspapers available that have been digitally
downloaded, on a daily basis, into the computer's hard drive storage (as Adobe
Acrobat files (.pdf)). Each newspaper consists of up to 48 pages, printed on A3
paper (approximately 11" x 17" paper, double sided).

Patents and Trademarks

All patents and trademarks are held by Satellite Newspapers, 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.

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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.

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.

                                       5

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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. We will develop these markets using
upscale Cafe chains, upscale Bookstore chains, established Newspaper vendors and
University libraries or student centers (with multi-cultural enrollment),

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.

Satellite Enterprises Corp. has developed strategies for addressing corporate
and major key accounts in a series of industries:

o        HOSPITALITY - is a key focus industry for Satellite Newspaper KiOSKs,
         as it caters to one of the company's prime target user: the traveling
         reader. Our Company foresees successful KiOSK installations in major
         hotel lobbies, aboard cruise ships, in international conference
         centers. It has a strategy to prospect all major hotel chains, major
         airports, cruise lines, etc...
o        MEDIA - the company needs the media industry to provide content,
         because they are identified as potentially large consumers of the
         advertising space that the KiOSK provides, and as partners in
         establishing the Satellite Newspaper KiOSK name as the de facto
         standard in the field. It is able to provide this industry with a
         low-cost solution to its remote/long distance distribution issues. The
         Company has a clear strategy to develop strong alliances with these
         players such as MSNBC, CNN, Fox in the US; Televisa in Mexico; Rede
         Globo in Brazil; etc...

                                       6



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o        RETAILERS - the readers' retail market offers great opportunities for
         large KiOSK deployments in the United States and Canada with large
         players such as Starbucks, WHSmith, Barnes&Noble, or Sanborns in
         Mexico. The Company has a clear strategy to pursue these opportunities
         either as KiOSK or Site Licenses owner/hosts, where the focus would be
         on these players to augment their core business revenues by providing
         differentiated service offerings to their customers.
o        MEDIA DISTRIBUTORS AND COMMUNITIES - the Company seeks to promote its
         bulk-print Site License product by approaching local distributors in
         areas of dense foreign populations or heavy traffic. It seeks also to
         target prestigious names such as the US Postal service or the US Army.

The Company also follows a parallel strategy of securing key regional Dealers
able to both place and service Satellite Newspaper KiOSK products locally. These
Dealer networks will be further developed according to a franchise model with
minimum investment criteria and multiple system deployments in identified
territories. In place today, is a network 16 dealers (9 in the USA and 7 abroad
from Canada to Chile).

Geographic Territory Directors are appointed by the Company to identify and
recruit Dealers, monitor performance in key business aspects such as newspaper
volumes and service downtime. Dealers will be qualified, certified and will
focus within their domain to address prestigious accounts and locations and
develop successful businesses.

The Company regards this dealer network as key to it performance and will
endeavor to support them with effective marketing materials and promotional
aids. Whenever possible the Company will seek to delegate to its local partner
the task of monitoring and servicing local installations, thereby reducing its
maintenance burden.

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 are 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 site 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.

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.

                                       7

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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 June 30, 2003, are the newspapers KiOSK
product and content distribution technology rights it acquired on June 20, 2003
under the Rights Agreement with Satellite Newspapers.

6. CORPORATE OPERATIONS AND MARKETING STRATEGY

OPERATIONS

Our Company is the exclusive holder of the Satellite Newspapers product licenses
for the Americas. As such it in is charge of selling, distributing and servicing
these licensed products.

These include:

o        SATELLITE NEWSPAPER KIOSK - an automated newspapers stand which
         prints-on-demand and delivers in two minutes a copy of any of Satellite
         Enterprises Corp.'s 100+ syndicated newspapers
o        SITE LICENSE - a print-on-demand setup, able to print the
         abovementioned 100+ titles, in bulk, and designed for local newspaper
         distributors or large clients
o        NEWSPAPER CONTENT - transmitted by the syndicated newspapers, and
         relayed by Satellite Newspapers Worldwide via satellite to all KiOSKs
         and site licenses
o        VIDEO ADVERTISING - in the form of permanent advertising videos
         displayed on the KiOSK screen when idle, and in the form of 2-minute
         spots presented while the user awaits for his/her copy to be printed
o        BACK-PAGE ADVERTISING - The Company has reserved the two back covers
         (inside back cover and the back cover) for its own use or for
         advertising clients
o        PRE-PAID CARDS - KiOSK users may buy newspapers with a number of major
         credit cards or using a Satellite Newspaper proprietary pre-paid-card.

The Company strategy is to pursue two main streams:

o        CORPORATE AND MAJOR ACCOUNTS - HORIZONTAL MARKET strategy targeting key
         accounts in the hospitality industry, media industry, specialized
         retailers etc... These are targeted both as potential KiOSK or Site
         Licenses owners/hosts, and for the advertising revenue they may bring
o        DEALER NETWORK - VERTICAL MARKET strategy, which includes developing a
         comprehensive dealer network on a geographic territory basis. The
         Company appoints in-house regional directors in charge of assisting
         dealers and monitoring their performance

                                       8

<PAGE>

Further more specific strategies will be pursued for:

o        SITE LICENSES, targeting major accounts such as the US Postal Service,
         or large communities of interest such as the US Army, international
         company compounds, etc.
o        PUBLISHERS, targeting the branch with an alternative solution to their
         remote distribution issues. o MEDIA KIOSK, marketing the KiOSK as an
         All-In-One Media Center delivering video and print information and
         developing strategic relationships with key global media (e.g. MSNBC,
         CNN, etc..) players to accelerate brand awareness and product
         recognition.

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 June 30, 2002, the Company had one employee, Mr. Robert Hodge, who served
as President and sole officer until June 20, 2003. 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. As of October 13, 2003, the
Company had one employee, Mr. Steve Mannen, who serves as President and sole
officer.

ITEM 2. DESCRIPTION OF PROPERTY

In the fiscal year ended 2003, the company had no corporate or administrative
offices. In connection with the recent change in management the Company is now
located in a leased facility in Boca Raton, Florida, consisting of approximately
3,000 square feet of office and storage space. Management believes its facility
is adequate for the Company's current level of operations.

ITEM 3. LEGAL PROCEEDINGS

There was no litigation outstanding against the Company as of June 30, 2003 and
management is not aware of any current or contemplated litigation against the
Company, as of October 13, 2003.

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

None.

                                       9


<PAGE>

                                     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 October 13, 2003, was $1.45.

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
          ----------------                    ----          ----
          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
          December 31, 2001                   0.11          0.013
          September 30, 2001                  0.30          0.045

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 June 30, 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 October 13, 2003.

The Company sold the following shares of common stock in the three fiscal years
ended June 30, 2003 (adjusted to reflect reverse stock splits and share
issuances through October 13, 2003) without registration based on Section 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
------  --------- -------------------- ---------------- -------------------
09/01       2,000  Consultant           $33,369(1)           Section 4(2)
------  --------- -------------------- ---------------- -------------------
03/02      35,000  Consultant           $175,000(1)(3)       Section 4(2)
------  --------- -------------------- ---------------- -------------------
07/02       5,000  Consultant           $85,000(1)           Section 4(2)
------  --------- -------------------- ---------------- -------------------
06/03   1,000,000 Satellite Newspapers  $10,000(4)           Section 4(2)
                  Worldwide NV
------  --------- -------------------- ---------------- -------------------
06/03  17,000,000 Accredited Investors  $261,800(1)          Section 4(2)
-------------------- ---------------- ----------------- -------------------
06/03    662,500  Accredited Investor   $9,937.50(1)         Section 4(2)
-------------------- ---------------- ----------------- -------------------
06/03    662,500  Accredited Investor   $9,937.50(1)         Section 4(2)
-------------------- ---------------- ----------------- -------------------
06/03     75,000  Consultant            $1,125(1)            Section 4(2)
-------------------- ---------------- ----------------- -------------------

(1)  These shares were issued in consideration of services rendered to the
     Company and/or reimbursement of expenses or other indebtedness owed by the
     Company.

                                       10



<PAGE>

(2)  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.
(3)  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.
(4)  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

Fiscal Years Ended June 30, 2003 and June 30, 2002 (audited). All dollar amounts
are in US Dollars.

The Company had revenues of $0.00 in 2003 and $0.00 in 2002.

The Company incurred operating expenses of approximately $82,405 for the fiscal
year ended June 30, 2003, and approximately $607,176 for the fiscal year ended
June 30, 2002. The operating expenses for fiscal year 2003 resulted primarily
from general corporate administration, legal and professional expenses,
consulting fees, accounting and auditing costs. In fiscal year 2002 the
operating expenses related to the company former fuel cell operations.

In fiscal year 2003 the company negotiated debt forgiveness totaling 182,564.

As a result of the foregoing factors, the Company realized a net income of
$101,059 for the year ended June 30, 2003, compared to a net loss of $404,269
for the year ended June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES FOR THE YEAR ENDED JUNE 30, 2003

At June 30, 2003, the Company had a working capital deficit of $5,135 as
compared to working capital deficit of $629,570 at June 30, 2002.

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 fiscal year ended June 30, 2002, the Company focused its business
efforts on the development of new fuel cell technologies and in particular the
MASWFC. The Company was not successful in developing and commercializing any
fuel cell technologies and August 28, 2002, the Company discontinued its fuel
cell technology operations by selling its wholly-owned operating subsidiary to
Thomas Faul, the former President of the Company, in exchange for a release of
all claims from Mr. Faul, including accrued and unpaid compensation and expense
reimbursements. From August 28, 2002 to June 20, 2003, the Company focused its
business efforts on finding a business or technology merger candidate, and on
June 20, 2003 the Company entered into a Rights Agreement with Satellite
Newspapers in which it acquired the Satellite Newspapers KiOSKs and content
distribution technology for the Americas region and other territories. The
Company has approved a Private Placement Offering Memorandum for the sale of
stock for up to $3,000,000 dollars at $1.00 share and is also seeking alternate
sources of financing. The Company is uncertain that it will be able to raise the
necessary funds to implement its business plan.

No Assurance of Financial Viability of Satellite Newspapers Worldwide NV. We
depend on the financial viability of Satellite Newspapers Worldwide NV, a Dutch
company with its headquarters in their Hague for our content and satellite
transmission. Satellite Newspapers has limited revenues to date and has been
operating at a loss. Our business would be materially harmed if Satellite
Newspapers 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.

                                       11

<PAGE>

ITEM 7. FINANCIAL STATEMENTS

The financial statements of the Company required by this item are set forth at
the end of this Form 10-KSB at pages F-1 through F-13.

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

None.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

Thomas Faul,, served as the Company's President, Chief Executive Officer and
Chairman of the Board of Directors from July 29, 2000 through August 28, 2002.
On August 28, 2002, Robert Hodge, was appointed as the Company's sole officer
and director from August 28, 2002 through to June 20, 2003. On July 20, 2003
Steve Mannen and Fred Devries were appointed as the Company's Chairman and
President respectfully. On September 30, 2003, Fred Devries resigned as
President of the Company and Steve Mannen was in turn appointed in his stead as
President and Chief Executive Officer and retained the title and duties as
Chairman of the Board of Directors of the Company. The Directors serve until the
next annual meeting of shareholders, or until their successors are elected.

MR. STEVE MANNEN/PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Mr. Mannen has served as Chief Operating Officer of Satellite Newspapers since
May 2001. 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. 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. JERRY GRUENBAUM/CORPORATE SECRETARY, GENERAL AND SECURITIES COUNSEL

Mr. Gruenbaum 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.

                                       12



<PAGE>

MR. FRED DEVRIES/PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Mr. DeVries, the President and a director of the Company as of July 1, 2003
Through to September 30, 2003, 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.

MR. ROBERT HODGE/PRESIDENT AND A DIRECTOR

Robert Hodge, the President and a Director of the Company as of August 28, 2002,
through to June 20, 2003, has been an independent businessman active in the oil
& gas and mining exploration business since 1975, specializing in the financing
and management of both public and private companies particular in the resources
sector.

MR. THOMAS FAUL/PRESIDENT AND A DIRECTOR

Thomas Faul, the President and a Director of the Company as of June 30, 2002,
through to August 28, 2002, had been an independent product design and
development consultant since 1960. Mr. Faul specialized in automotive, marine
and computer controlled equipment. International clients include Skoda (Czech
Republic), Oerlikon Machine Tools (Switzerland), Audi (Germany), Nestler
Corporation (Germany), Carver Yacht (USA), Century Boat (USA), Dominion Auto
Accessaries (Canada), and Otaco Seating (Canada). Mr. Faul is one of the
founders of Carver Yacht Co. Of Pulaski, Wisconsin, Faul Coradi Inc. of
Skaneateles, New York, and Teckserve Limited, of Orillia, Ontario, as well as a
number of other companies. Mr. Faul has his P. Engineering from Professional
Engineers of Ontario, his B.A.Sc. from the University of Toronto, and his
M.A.Sc. from University of Toronto.

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.

                                       13



<PAGE>

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>
Thomas          2002  60,000   [___]    [___]         [___]           [___]             [___]       [___]
Faul            2001  60,000   0        0             0               0                 0           0

</TABLE>

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 October 13, 2003, 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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership as of
October 13, 2003, 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 06/30/03     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>
Steve Mannen                            774,179           0.04%         774,179            0.04%
Alexanderstraat 18
2514 JM The Hague
The Netherlands

Niels Reijers                           165,440           0.01%         165,440            0.01%
Keizersgracht 365d
1016 EJ Amsterdam
The Netherlands

Satellite Newspapers Worldwide NV     1,000,000           0.05%       1,000,000            5.08%
Alexanderstraat 18
2514 JM The Hague
The Netherlands

Ornskold Gruppen Holding BV           3,280,750           0.17%       3,280,750            16.68%
W.M. Dodokweg 43 B
1703 RB Heerhugowaard
The Netherlands
</TABLE>

                                       14



<PAGE>

The above beneficial ownership table's share amounts and those shares accorded
to the above shareholders subsequent to the 100 : 1 reverse split of the
Company's stock that occurred on September 15, 2002 and those shares accorded to
the above shareholders subsequent to a change of control event that occurred on
June 20, 2003.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(A) Related Transactions

None

SUBSEQUENT EVENTS

On September 30, 2003, the Company appointed Mr. Steve Mannen its Chairman of
the Board, as its new President and CEO and accepted the resignation of Mr. Fred
DeVries as its President, CEO and member of the Board of Directors and of Mr.
Renato Mariani as its Executive Vice President and Chief Marketing Officer. Mr.
Mannen, a resident of the Netherlands, is also the President of Satellite
Newspapers Worldwide, N.V.

With the resignation of Mr. DeVries from the board of directors, the current
Board of Directors of the Company consists of Mr. Mannen and Mr. Niels Reijers,
who resides in the Netherlands and is the CFO of Satellite Newspapers Worldwide,
N.V.

The Company's current officers consist of Mr. Mannen as its President and CEO,
and Attorney Jerry Gruenbaum, the Company's General and Securities Counsel who
continues as its Corporate Secretary.

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 Renato Mariani as its Executive Vice President and Chief Marketing
Officer. The Company's General and Securities attorney Mr. Jerry Gruenbaum was
appointed to act as the Company's Secretary.

On June 20, 2003, a change in control of the Company occurred in conjunction
with the closing under a General Release and Settlement Agreement dated June 20,
2003, between the Company and holders of its Series A Convertible Debentures as
listed in said Agreement (hereinafter "Investors").

The closing under the General Release and Settlement Agreement consisted of
conversion of the Debentures for which the Company has been in default under its
terms and conditions, into an aggregate of 18,400,000 shares of restricted
common stock of the Company issued to the Investors which represented a
reduction of the conversion price from $0.07 to a new conversion price of
$0.0154. The parties agreed that this was a reasonable adjustment, due to the
fact that the common stock of the Company has had volume of less than 10,000
shares traded in the 60 days prior to the date of the Agreement. The Company
further agreed that it shall not effect any reverse split of its common stock at
any time prior to June 31, 2004. In addition, the Company agreed to issue to
Future Ventures Ltd., a warrant to purchase an aggregate of 450,000 shares of
common stock of the Registrant at an exercise price of $1.00 per share.

As a result of this Settlement, a change in control of the Company has occurred.
Prior to the Agreement, the Company had 264,000 shares of common stock issued
and outstanding. Following the Settlement, the Company had 18,664,000 shares of
common stock outstanding. The 18,400,000 shares of common stock have been issued
to twenty different shareholders.

Eighteen of new shareholders acquired their rights when they purchased in
accordance with the Debenture Purchase Agreement $262,790 of the $284,432
original principal amount of the Series A Debentures of the Registrant from
Alternative Energy Capital, Inc. and Future Ventures Ltd., the holders of the
Series A Debentures. In accordance with said Debenture Purchase Agreement,
$273,111.76 was delivered to the original holders through their attorneys,
Corporate Legal Services, LLP, a California limited liability partnership
registered with the California State Bar on or prior to the closing date. The
balance $76,888.24 is due on or before September 2, 2003 in accordance with a
new Convertible Debentures executed by the Registrant and some of the Investors
for the benefit of Future Ventures Ltd.

                                       15



<PAGE>

As a result of the change of control, the Board of Directors of the Company had
approved to change the corporate office from Calgary, Canada to new office
facility on July 1, 2003 at 7601 North Federal Highway, Suite 140B, Boca Raton,
Florida 33487.

The new Board of Directors of the Company consists of Steve Mannen, as the
Company's chairman and interim CEO who owns 774,179 newly issued common shares,
and Niels Reijers who owns 165,440 newly issued common shares. Both Steve Mannen
and Niels Reijers were added to the Board as a result of the Settlement. Robert
Hodge resigned as the Chief Executive Officer and as a member of the Board as a
result of the Settlement.

Also on June 25, 2003, and subsequent to the above described change in control
of the Company, the Company entered into a Rights Agreement with Satellite
Newspapers. Under said Rights Agreement, Satellite Newspapers appointed the
Company as its irrevocable commercial exclusive distributor to promote the sale
and/or lease of its KiOSKs and satellite content distribution technology for
which Satellite Newspapers has developed the technology, owns the patents,
engineering and technical design. These Rights include the exclusive rights to
use the trade names, logos and other trade designations, including, but not
limited to, all rights to the Satellite Newspapers derived content fed into the
territory granted therein to the Company and the names "Satellite Newspapers"
devices or variants thereof as a corporate or trade name of Satellite
Newspapers. These Rights also include the exclusive rights to distribute all
available contents of the its KiOSK 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.

To obtain the rights in accordance with said Rights Agreement, the Company paid
Satellite Newspapers 1,000,000 unregistered shares of restricted common stock,
without preemptive rights, of its, par value $0.01 per share.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

I EXHIBITS

(1) Audited Financial Statements and Related Notes and Balance Sheets at June
30, 2003, and the Related Statements of Operations, Stockholders' Equity
(deficit) and Cash Flows for the Years Ended June 30, 2003 and 2002, and from
inception on April 14, 1998 through June 30, 2003 (herewith attached).

(2) (i) Articles of Incorporation*

(ii) Bylaws*

(3) Subsidiaries of Registrant (as of June 30, 2003):

      Satellite Newspapers, Inc., a Florida corporation
      7601 North Federal Highway, Suite 140-B
      Boca Raton, Florida, 33487

(4) Reorganization and Acquisition Agreement between GreenVolt Power Corp.,
Thomas Faul and Satellite Holding Ltd.

(5) Three Form 8-K filings were submitted to the Securities and Exchange
Commission during the last quarter of the period covered by this report.

*Incorporated by reference to Registrant's Form 10-KSB filed on July 6, 1999.

                                       16



<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/ STEVE MANNEN
                                        --------------------------
                                        STEVE MANNEN, PRESIDENT AND
                                        CHIEF EXECUTIVE OFFICE AND PRESIDENT


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

Date: October 21, 2003

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/ STEVE MANNEN        CHIEF EXECUTIVE OFFICER, PRESIDENT     OCTOBER 21, 2003
-----------------       AND DIRECTOR
STEVE MANNEN

/S/ NIELS REIJERS       CHIEF FINANCIAL OFFICER AND DIRECTOR   OCTOBER 21, 2003

                                       17


<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                     YEARS ENDED JUNE 30, 2002 AND 2001 AND
                            PERIOD FROM INCORPORATION
                        (APRIL 14, 1998) TO JUNE 30, 2002

                                       18



<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page

Independent Auditors' Report.................................................F-1

Financial Statements:

  Consolidated Balance Sheet.................................................F-2

  Consolidated Statements of Operations......................................F-3

  Consolidated Statements of Stockholders' Equity (Deficit)..................F-4

  Consolidated Statements of Cash Flows......................................F-5

  Notes to Financial Statements..............................................F-7

                                       19



<PAGE>



Callahan, Johnston & Associates, LLC
Certified Public Accountants and Consultants


INDEPENDENT AUDITORS' REPORT

Stockholders and Board of Directors
Satellite Enterprises Corp.
   (A Development Stage Company)
Calgary, Alberta, Canada

We have audited the accompanying balance sheet of Satellite Enterprises Corp. as
of June 30, 2003 and 2002, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended and for
the period from date of incorporation (April 14, 1998) to June 30, 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatements. 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 audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Satellite Enterprises Corp. as
of June 30, 2003 and 2002 and the results of operations and cash flows for the
years then ended and for the period from incorporation (April 14, 1998) to June
30, 2003, in conformity with accounting principles generally accepted in the
United States of America.

As described in Note 2 to the financial statements, the accompanying financial
statements have been prepared asuming that the Company will continue as a going
concern. The Company's significant operating losses and the substantial
stockholders' deficit raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/ Callahan, Johnston & Associates, LLC

CALLAHAN, JOHNSTON & ASSOCIATES, LLC
Minneapolis, Minnesota
October 21, 2003

7400 Lyndale Avenue South, Suite 140, Richfield, MN 55423
Telephone: (612)861-0970        Fax: (612)861-5827
Email: cjacallahan@qwest.net


                                       F-1



<PAGE>
                                     PART 1

ITEM 7. FINANCIAL INFORMATION

                           SATELLITE ENTERPRISES CORP.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                             JUNE 30, 2003 and 2002

                                                       June 30,       June 30
ASSETS                                                   2003           2002
                                                     ------------   ------------

Current Assets:
    Cash                                             $         0    $     3,451
    Cash - Attorney Trust Account                              0              0
                                                     ------------   ------------

       Total Current Assets                                    0          3,451
                                                     ------------   ------------

Other Assets:
    Technology Rights                                $    15,458    $         0
                                                     ------------   ------------
       Total Assets                                  $    15,458    $     3,451
                                                     ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
    Accounts payable and accrued expenses            $     3,605    $   212,589
    Notes payable                                          2,500          2,500
    Convertible Debentures                                     0        284,432
    Due to former officer                                      0        133,500
                                                     ------------   ------------
        Total current liabilities                          6,105        633,021
                                                     ------------   ------------

Stockholders' equity (deficit):
    Preferred stock, par value $.001,
      authorized 5,000,000, none issued
      and outstanding
    Common stock, par value $.001,
      authorized 200,000,000 shares;
      issued and outstanding 19,664,000 in 2003
      225,117 in 2002:                               $    19,664            225
    Additional paid in capital                         1,294,960        774,413
    Deficit accumulated during development stage      (1,305,271)    (1,405,360)
    Accumulated other comprehensive income                     0          1,152

         Total stockholders' equity (deficit)              9,353       (629,570)
                                                     ------------   ------------

         Total liabilities and
            stockholders' equity (deficit)           $    15,458    $     3,451
                                                     ============   ============

   The accompanying notes are an integral part of these financial statements.

                                       F-2



<PAGE>
<TABLE>

                                SATELLITE ENTERPRISES CORP.
                               (A DEVELOPMENT STAGE COMPANY)

                     STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
<CAPTION>

                                                                             Period From
                                                                             Incorporation
                                                                                   to
                                                    Years Ended June 30,    (April 14, 1998)
                                                ---------------------------        To
                                                    2003           2002       June 30, 2003
                                                ------------   ------------   ------------
<S>                                             <C>            <C>            <C>
Revenues                                        $         0    $         0    $         0
Cost of Sales                                             0              0              0
Operating Expenses                                  (83,375)             0        (83,375)
Interest Expense                                       (252)             0           (252)
                                                ------------   ------------   ------------
Income(loss)from continuing operations              (83,627)             0        (83,627)
Debt forgiveness                                    182,564              0        182,564
Income (loss) from operations of
  discontinued operations, less
  applicable income taxes of $-0-                     1,152       (404,269)    (1,424,459)
Gain (loss) on disposal of
  discontinued operations, less
  applicable income taxes of $-0-                         0              0         20,251
                                                ------------   ------------   ------------
Income (loss) before income taxes                   100,089       (404,269)    (1,305,271)

Income taxes expense                                      0              0              0
                                                ------------   ------------   ------------
Net income (loss)                                   100,089       (404,269)    (1,305,271)

Other comprehensive income (loss):
Foreign currency translation                              0             63          1,152
 adjustment                                          (1,152)             0         (1,152)
                                                ------------   ------------   ------------
Comprehensive income (loss)                     $    98,937    $  (404,206)   $(1,305,271)
                                                ============   ============   ============
Basic earnings per share                        $      (.13)   $     (2.04)   $     (4.55)
                                                ============   ============   ============
Weighted average number of share outstanding)       794,314        198,259        286,625
                                                ============   ============   ============

         The accompanying notes are an integral part of these financial statements.

                                            F-3
</TABLE>



<PAGE>
<TABLE>

                                                    SATELLITE ENTERPRISES CORP.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                    PERIOD FROM INCORPORATION (APRIL 14, 1998) TO JUNE 30, 2003
<CAPTION>

                                                                                                             Deficit
                                                                                                           Accumulated
                                                                     Additional                  Other      During the Stockholders'
                                               Common Stock            Paid in   Subscription Comprehensive Development    Equity
                                          Shares         Amount        Capital    Receivable    Expense       Stage       (Deficit)
                                        ------------  ------------  ------------ ------------ ------------ ------------ ------------
<S>           <C>                           <C>       <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, 1998                                       --            --            --           --           --       (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 subscription                  --            --            --       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           --           --           --           --
  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
  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 agreement at $3.96         33,375            34       133,466           --           --           --      133,500
  Rounding - reverse stock split                448            --            --           --           --           --           --
  Issuance of common stock as part
    of settlement agreement at $1.00          5,000             5         4,950           --           --           --        5,000
  Contributed services under SAB 5-T             --            --        29,300           --           --           --       29,300
  Equity contribution to meet
     operating needs                             --            --        72,341           --           --           --       72,341
  Issuance of common stock as part
    of debenture settlement 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)
  Net loss for year ended
    June 30, 2003                                --            --            --           --           --      100,089      100,089
                                        ------------  ------------  ------------ ------------ ------------ ------------ ------------
BALANCE, June 30, 2003                   19,664,000   $    19,664   $ 1,294,960  $        --  $        --  $(1,305,271)       9,353
                                        ============  ============  ============ ============ ============ ============ ============

                             The accompanying notes are an integral part of these financial statements.

                                                                F-4
</TABLE>



<PAGE>
<TABLE>

                                 SATELLITE ENTERPRISES CORP.
                                (A DEVELOPMENT STAGE COMPANY)

                                  STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                               Period From
                                                                               Incorporation
                                                      Years Ended June 30,    (April 14, 1998)
                                                  ---------------------------       to
                                                      2003           2002      June 30, 2003
                                                  ------------   ------------   ------------
<S>                                               <C>            <C>            <C>
Cash flow from operating activities:
  Net income (loss)                               $    98,937    $  (404,269)   $(1,305,271)
  Adjustments to reconcile net income (loss)
   to cash flows from operating activities:
     Debt forgiveness                                (182,564)            --       (182,564)
     Donated services                                  29,300             --         29,300
     Gain on sale of discontinued operations               --             --        (20,251)
     Common stock issued for services                      --        245,464        752,388
     Net assets of discontinued operations                 --          1,990           (750)
     Net liabilities of discontinued operations            --        133,301        133,500
     Accounts payable and accrued expenses            (21,465)        18,621        211,375
                                                  ------------   ------------   ------------
         Net cash used by operating activities        (75,792)        (4,893)      (382,273)
                                                  ------------   ------------   ------------
Cash flow from financing activities:
     Stock proceeds                                        --             --         23,000
     Advances from related party                           --            250             --
     Equity contributions from stockholders
       to cover operating expenses                     72,341             --         72,341
     Notes payable                                         --             --          2,500
     Proceeds from convertible debentures                  --             --        284,432
                                                  ------------   ------------   ------------
         Net cash used by financing activities         72,341            250        382,273
                                                  ------------   ------------   ------------

Increase (decrease) in cash                            (3,451)        (4,643)            --

Cash at beginning of year                               3,451          8,094             --
                                                  ------------   ------------   ------------
Cash at end of year                               $        --    $     3,451    $        --
                                                  ============   ============   ============

Supplemental cash flow information:
    Interest                                      $        --    $        --    $        --
                                                  ============   ============   ============
    Income taxes                                  $        --    $        --    $        --
                                                  ============   ============   ============

         The accompanying notes are an integral part of these financial statements.

                                             F-5

</TABLE>



<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2003 AND 2002
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

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 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.
Furthermore, 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. As a part
of this agreement, the Company also transferred rights to the GreenVolt name. In
September 2002, the Company changed its name to Satellite Enterprises Corp. In
accordance with accounting principles generally accepted in the United State 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 said Rights 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, owns the patents, engineering and
technical design. These Rights include the exclusive rights to use the trade
names, logos and other trade designations, including, but not limited to, all
rights to the Satellite Newspapers derived content fed into the territory
granted therein to the Company and the names "Satellite Newspapers" devices or
variants thereof as a corporate or trade name of Satellite Newspapers. These
Rights also include the exclusive rights to distribute all available contents of
its KiOSKs in its territory which includes all of North, Central and South
America including but not limited to Mexico, the United States and all its
territories, and all the Caribbean Islands, including the existing inventory of
prototype and placebo units of its KiOSKs in the Americas. The Rights further
include all parts and supply inventory owned by Satellite Newspapers relating to
its KiOSKs in said territory.

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 accumulated 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.

                                   (Continued)
                                       F-6



<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2003 AND 2002
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION
         (CONTINUED)

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.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to expense as incurred. No research
or developments costs were incurred in 2003 or 2002.

FINANCIAL INSTRUMENTS

Financial instruments consist of the following:

Short-Term Assets and Liabilities: The fair value of cash, accounts payable and
accrued expenses and short-term debt approximate their carrying values due to
the short-term nature of these financial instruments.

CONCENTRATIONS, RISKS AND UNCERTAINTIES

USE OF ESTIMATES

The preparation of financial statements 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

CONTINUED EXISTENCE

The Company's recurring losses and stockholders deficit raise concern over the
Company's ability to continue in existence. Management's plans in regards to
continued existence are discussed in Note 2.

FINANCING CONCENTRATION

The Company is fully dependent upon the support of certain stockholder(s) for
the maintenance of its corporate status and to provide all working capital
support for the Company as discussed in Note 2.

STOCK-BASED CONSIDERATION

The Company has applied the fair value-based method of accounting for employee
and non-employee stock-based consideration and/or compensation in accordance
with FASB Statement 123 (based on quoted market prices at the date of grant
and/or as earned).
                                   (Continued)
                                       F-7



<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2003 AND 2002
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION
         (CONTINUED)

EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share is computed by dividing income available
to common stockholders by the weighted-average number of common shares
outstanding for the period. Diluted earnings (loss) per common share, in
addition to the weighted average determined for basic earnings per shares,
includes potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock. Common stock
equivalents issuable upon exercise of stock options and warrants using the
treasury stock method were antidilutive and, therefore, were not included in the
computations of diluted earnings (loss) per common share. Convertible debt
outstanding in 2002 was not included because its effect on earnings per share
would be antidilutive.

                                                           2003          2002
                                                        ----------    ----------
Weighted - average number of common
  shares outstanding for basic EPS                        794,314       198,259
                                                        ==========    ==========

Income (loss) available to common stockholders          $ 101,559     $(404,269)
                                                        ==========    ==========
Adjustment required:
     None required                                             --            --
                                                        ----------    ----------
Adjusted income available for common
  stockholders for diluted EPS                          $ 101,559     $(404,269)
                                                        ==========    ==========

Weighted - average number of common
  shares outstanding for basic EPS                        794,314       198,259
Shares from exercise of options and
  warrants (excluded in 2002 as non dilutive)                  --            --
Shares from conversion of notes payable
  and related accrued interest (excluded
  in 2002 as antidilute)                                       --            --
                                                        ----------    ----------
Weighted - average number of common
  shares for diluted EPS                                  794,314       198,259
                                                        ==========    ==========

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 said Rights 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, owns the patents, engineering
and technical design. These Rights include the exclusive rights to use the trade
names, logos and other trade designations, including, but not limited to, all
rights to the Satellite Newspapers derived content fed into the territory
granted therein to the Company and the names "Satellite Newspapers" devices or
variants thereof as a corporate or trade name of Satellite Newspapers. These
Rights also include the exclusive rights to distribute all available contents of
its KiOSKs in its territory which includes all of North, Central and South
America including but not limited to Mexico, the United States and all its
territories, and all the Caribbean Islands, including the existing inventory of
prototype and placebo units of its KiOSKs in the Americas. The Rights further
include all parts and supply inventory owned by Satellite Newspapers relating to
its KiOSKs in said territory.

                                   (Continued)
                                       F-8



<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2003 AND 2002
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION
         (CONTINUED)

TECHNOLOGY RIGHTS (CONTINUED)

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 convertible debentures (See
Note). Satellite Newspapers costs of developing this rights exceeds this fair
value.

The Company has adopted SFAS 142 - Goodwill and Other Intangibles. Goodwill and
intangible assets with indefinite useful lives are not presumed to be wasting
assets. These assets are not amortized and are instead tested at least annually
for impairment. Intangible assets that have finite useful lives continue to be
amortized over those lives. The Company tested goodwill for impairment using a
present value technique. Impairment arises if the carrying value of the goodwill
exceeds its implied fair value. At June 30, 2003, the Company determined that no
impairment had occurred.

LONG-LIVED ASSETS

In accordance with SFAS 144, Accounting For The Impairment Of Long-Lived Assets
And For Long-Lived Assets To Be Disposed Of, the Company reviews its long-lived
assets and intangibles related to those assets periodically to determine
potential impairment by comparing the carrying value of the long-lived assets
outstanding with estimated future cash flows expected to result from the use of
the assets, including cash flows from disposition. Should the sum of the
expected future cash flows be less than the carrying value, the Company would
recognize an impairment loss. An impairment loss would be measured by comparing
the amount by which the carrying value exceeds the fair value of the long-lived
assets and intangibles. Management determined that no impairment of long-lived
assets existed at June 30, 2003 or 2002.

INCOME TAXES

The Company has implemented SFAS 109: Accounting for Income Taxes. Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment. See Note 11.

COMPREHENSIVE INCOME

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 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).

RECLASSIFICATIONS

Certain reclassifications have been made to the 2002 and inception to date
financial statements to conform to the 2003 presentation. These
reclassifications had no net income effect.

                                   (Continued)
                                       F-9



<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2003 AND 2002
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2003

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in accompanying financial statements,
the Company has incurred net losses aggregating $1,304,301 from incorporation to
June 30, 2003. This condition raises substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

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. In fiscal year 2003 the
Company has devoted the majority of its efforts to: maintenance of the corporate
status; negotiating settlements with creditors; and the search for a merger
candidate.

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 said Rights 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, owns the patents, engineering and
technical design. These Rights include the exclusive rights to use the trade
names, logos and other trade designations, including, but not limited to, all
rights to the Satellite Newspapers derived content fed into the territory
granted therein to the Company and the names "Satellite Newspapers" devices or
variants thereof as a corporate or trade name of Satellite Newspapers. These
Rights also include the exclusive rights to distribute all available contents of
its KiOSKs in its territory which includes all of North, Central and South
America including but not limited to Mexico, the United States and all its
territories, and all the Caribbean Islands, including the existing inventory of
prototype and placebo units of its KiOSKs in the Americas. The Rights further
include all parts and supply inventory owned by Satellite Newspapers relating to
its KiOSKs in said territory.

Successful development of a market for the acquired rights and achievement of
profitable operations will require a significant capital infusion. The Company
is presently pursuing a private placement to raise $3,000,000 (3,000,000 shares
of the Company's restricted common stock at $1.00). Until such time as monies
can be raised under this private placement the Company is fully dependent upon
the support of Satellite Newspapers and certain stockholder(s) for the
maintenance of its corporate status and to provide all working capital support
for the Company. Satellite Newspapers has limited revenues to date and has been
operating at a loss. In fiscal year 2003 stockholders needed to contribute
$72,341 to the Company to meet its working capital needs. It is anticipated the
working capital needs for fiscal year 2004 will be more. Failure of the company
to develop a market for its KiOSKs and ultimately achieve profitable operations
or the failure of stockholder(s) to fund necessary expenses of the company could
result in the Company being unable to continue as a going concern. No estimate
can be made of the range of loss that is reasonably possible should the company
be unsuccessful.

NOTE 3 - RELATED PARTY TRANSACTIONS

DISCONTINUED OPERATIONS:

On August 27, 2002, the Company issued 3,375,000 shares of its common stock and
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. This agreement also settled the $133,500 due to former officer (see
below).

DUE TO FORMER OFFICER:

The due to former officer consisted of amounts due the Company's former Chief
Executive Officer. These amounts were unsecured, non-interest bearing and due on
demand. These amounts were settled for issuance of common stock and the transfer
of GreenVolt Corp. and its fuel cell technology on August 27, 2002.

DONATED SERVICES:

The Company's former president donated $29,300 in salary to the Company. This
donated salary has been reflected as an expense in the accompanying financial
statements in accordance with SAB 5-T with a resulting offset to additional
paid-in capital.

                                   (Continued)
                                      F-10



<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2003 AND 2002
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2003

NOTE 4 - CONVERTIBLE DEBENTURES

The convertible debentures were non-interest bearing, unsecured and convertible
into the Company's common stock at $.07 per share. At June 30, 2002 these
debentures were in default. On June 20, 2003 the Company entered into a General
Release and Settlement Agreement that settled the $284,432 in outstanding
debentures for 18,400,000 shares of the Company's restricted common stock ($.015
per share). As a part of this settlement agreement the Company also issued stock
warrants as disclosed in Note 5.

Note 5  NOTE PAYABLE

On March 30, 2000 the Company borrowed $2,500 under an unsecured note payable
bearing interest at 10% per annum and due March 31, 2001. This note is currently
in default and the Company is negotiating its settlement. The accompanying
financial statements reflect an obligation for the $2,500 note payable and
accrued interest of $$750 at June 30, 2003 and $500 at June 30, 2002.

NOTE 6 - STOCKHOLDERS' EQUITY

REVERSE STOCK SPLIT

On August 28, 2002, the Company approved a 1 for 100 reverse split of its
outstanding shares. This reverse split has been reflected retroactively in these
financial statements.

As part of the General Release and Settlement Agreement entered into with
respect to the convertible debentures the Company has agreed to not effect any
reverse split of its common stock at any time prior to June 30, 2004.

EQUITY CONTRIBUTIONS

In fiscal year 2003 certain stockholders contributed an additional $72,341 of
equity to the Company to meet working capital needs. No additional shares were
issued as a result of these equity contributions.

STOCK WARRANTS

The Company has issued stock warrants as part of the General Release and
Settlement Agreement entered into with respect to the convertible debentures.
These warrants are to purchase an aggregate of 450,000 of shares of stock of the
Company at $1.00 through June 30, 2006. A summary of stock warrants is as
follows:

                                                                      Price
                                                       Number of     Range Per
                                                        Shares         Share
                                                     ------------   ------------

Balance at June 30, 2001                                      --             --
Granted                                                       --             --
Exercised                                                     --             --
                                                     ------------   ------------
Balance at June 30, 2002                                      --             --

Issued                                                   450,000    $      1.00
Exercised                                                     --             --
                                                     ------------   ------------

Balance at June 30, 2003                                 450,000    $      1.00
                                                     ============   ============

          Options vested and exercisable                 450,000
          Shares reserved for options                    450,000
                                                     ============

                                   (Continued)
                                      F-11



<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2003 AND 2002
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2003

NOTE 7 - INCOME TAXES

Income taxes consisted of the following at June 30,

                                                        2003            2002
                                                     ------------   ------------
Current:
  Federal                                            $        --    $        --
  State                                                       --             --
                                                     ------------   ------------
                                                              --             --
                                                     ------------   ------------
Deferred:
  Federal                                                     --             --
  State                                                       --             --
                                                     ------------   ------------
Income tax benefit (expense)                         $        --    $        --
                                                     ============   ============

The tax effects of net operating loss carryforwards gives rise to a deferred tax
asset. FASB 109 requires that deferred tax assets be reduced by a valuation
allowance if it is more likely than not that some portion or all of the deferred
tax asset will not be realized.

                                                         2003           2002
                                                     ------------   ------------
Gross deferred tax asset relating to:
  Accrued expenses                                            --    $   100,000
  Net operating loss carryforwards                       190,000        212,000
                                                     ------------   ------------
      Gross deferred tax asset                           190,000        212,000

Valuation allowance                                     (190,000)      (312,000)
Net deferred tax asset                                        --             --
Deferred tax liability                                        --             --
                                                     ------------   ------------
      Net deferred tax asset (liability)             $        --    $        --
                                                     ============   ============

At June 30, 2003, the Company has net operating loss carryforwards available to
offset future taxable income as follows:

          Year                                          Federal         State
          ----                                       ------------   ------------
          2014                                             7,000          7,000
          2015                                            52,000         52,000
          2016                                           370,000        370,000
          2017                                            50,000         50,000
                                                     ------------   ------------
                                                     $   479,000    $   479,000
                                                     ============   ============

                                   (Continued)
                                      F-12



<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2003 AND 2002
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2003

NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION

SUMMARY OF NONCASH ACTIVITY:

On October 18, 2002 the Company issued 5,000 shares of its common stock at $1.00
per share to settle liabilities.

On June 20, 2003 the Company issued 18,400,000 shares of its restricted common
stock at $.015 per share to settle the $284,432 in convertible debentures (See
Note 4).

On June 20, 2003 the Company issued 1,000,000 shares of its restricted common
stock at $.015 per share to acquire the rights associated with the Satellite
newspaper content distribution technology (See Notes 1 and 2).

In fiscal year 2003 the Company's former president donated $29,300 in salary to
the Company (See Note 3).

NOTE 9  Unasserted Claims

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 feel that these
liabilities remained the liabilities of Greenvolt Corp. and that the Company is
not obligated for these balances. To date no creditors of Greenvolt Corp. have
looked to the Company for settlement of liabilities of Greenvolt Corp.

NOTE 10 - SUBSEQUENT EVENTS

Effective July 1, 2003 the Company approved a private placement of up to
3,000,000 shares of its common stock at $1.00 per share. To date no shares have
been sold under this offering.

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

o        Salary, bonus and benefits.
o        Issuance of 1,000,000 shares of the Company's common stock which was to
         be held in escrow for one year.
o        Warrants to purchase up to 1,500,000 shares of the Company's common
         stock at $.08 per share and to vest at annual anniversary dates of the
         agreement.

In September 2003, this individual terminated his employment with the Company.
This individual has made claims to the 1,000,000 shares of stock to have been
issued under this agreement, but to date has not pursued this matter legally.
The Company's position is, and the employment agreement indicates, that the
voluntary termination prior to July 1, 2004 causes the certificate for the
1,000,000 shares of common stock to be cancelled. It is possible this individual
will assert a claim against the Company regarding this matter. The ultimate
outcome of this claim, if asserted, can not presently be determined.

In July 2003, the Company incorporated a wholly owned subsidiary, Satellite
Newspapers, Inc., under the laws of the State of Florida. It is anticipated that
all operations will be carried out in Satellite Newspapers, Inc. and that the
Company will act as a holding company.

                                      F-13