<PAGE>

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

                                  FORM 10-KSB/A

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

                      For Fiscal Year Ended: June 30, 2001
                        Commission File Number: 000-26607

                              GREENVOLT POWER CORP.
                              (formerly Beck & Co.)
                          -----------------------------
             (Exact name of registrant as specified in its charter)

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

                                4055 Digby Drive
                        Orillia, Ontario, Canada L3V 6H2
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (705) 326-1117
                           --------------------------
                           (Issuer's Telephone Number)

         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 [X]    No [ ]

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

         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]

         As of September 1, 2001, the aggregate market value of the voting stock
held by non-affiliates, computed by reference to the price at which the common
equity was sold, or the closing price of such common equity as of a specified
date within the past 60 days: (October 31, 2001); was $353,675.

         State the number of shares outstanding of each of the issuer's common
equity, as of the latest practicable date: 19,017,740 as of November 1, 2001

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


<PAGE>

                               TABLE OF CONTENTS

PART I

Item 1. Description of Business................................................3

Item 2. Description of Property................................................8

Item 3. Legal Proceedings......................................................8

Item 4. Submission of Matters to a Vote of Security Holders....................8

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters .9

Item 6. Management's Discussion and Analysis or Plan of Operation.............10

Item 7. Financial Statements and Supplementary Data ..........................11

Item 8. Changes In and Disagreements With Accountants on
        Accounting and Financial Disclosure...................................11

PART III

Item 9. Directors and Executive Officers......................................12

Item 10. Executive Compensation...............................................13

Item 11. Security Ownership of Certain Beneficial Owners and Management.......13

Item 12. Certain Relationships and Related Transactions.......................14

Item 13. Exhibits ............................................................14

                                       2


<PAGE>

PART I

ITEM 1:  DESCRIPTION OF BUSINESS

I. INTRODUCTION

        GreenVolt Power corp. (formerly Beck & Co.) (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.
In August 1999, the company established a retail jewelry presence on the
Internet located at www.e-tailjewelry.com. Management initially intended to
focus its resources on developing a dynamic e-commerce Internet presence,
marketing fine jewelry and establishing specialty outlets in small rural
communities.

        However, 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 is a development stage company, and is 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 has
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.
This was done to focus all management attention on GreenVolt's fuel cell
business.

        On September 12, 2000, the corporation changed its name from "Beck &
Co." to "GreenVolt Power Corp.", in order to better reflect its intended
business. The transaction was treated as a reverse merger with GreenVolt Corp
being the survivor. The financial statements included herein are those of
GreenVolt Corp. and have been restated and re-audited for the year ended June
30, 2001.

        As of the date of the filing of this amended Annual Report on Form
10-KSB/A, all operations of GreenVolt Corp. have been discontinued and the
Company has disposed of GreenVolt. Accordingly, the historical information
contained herein is not indicative at all of possible future results of
operations of the company, and is provided for historical information only.

II. THE GREENVOLT TRANSACTION

        On July 29, 2000 (Effective July 1, 2000), the Company acquired all of
the outstanding Common Shares of GreenVolt Corp., an Ontario, Canada corporation
("GreenVolt"), in a stock for stock exchange wherein the Company issued
12,435,240 shares of its Common Stock to the existing shareholders of GreenVolt,
in exchange for 100% of their GreenVolt shares, making GreenVolt Corp. a
wholly-owned subsidiary of GreenVolt Power Corp. (the "Company").

        As a part of the transaction whereby the Company acquired GreenVolt,
four existing shareholders of Beck & Co., Messrs. Larry Beck, the then Chief
Executive Officer and Sole Director of the Company, Douglas Madden, James Evans
and Ms. Valerie King, contributed back to Beck & Co. and canceled for no
consideration, a total of 9,600,000 shares of Beck & Co.'s outstanding Common
Stock owned by them. In connection with the transaction, investment banking fees
were paid to a consultant who assisted in negotiating the deal in the form of
the issuance by Beck of 600,000 new restricted shares of Common Stock to the
consultant.

        As a result of this transaction, Beck acquired GreenVolt as a wholly-
owned subsidiary and the former shareholders of GreenVolt in the aggregate
acquired control of Beck. The old shareholders of Beck continued to hold
5,617,500 shares or 30.1% of the Company's outstanding Stock, South Bay Capital,
Inc., the consultant involved in the transaction, was issued 600,000 shares, or
3.22% of the Company's Common Stock, the five former shareholders of GreenVolt,
Messrs. Thomas Faul, John Munro, George Coventry, Douglas Carr and Ulrich
Kretschmar were issued in the aggregate 12,435,240 shares, representing 66.6% of
Beck & Co.'s outstanding Common Stock.

                                       3

<PAGE>

        Effective as of July 29, 2000, the date of the GreenVolt acquisition
closing, the pre-existing Directors of the Registrant resigned as officers and
directors, and concurrently appointed the following individuals to fill the
vacancies and serve on Registrant's Board of Directors:

Thomas Faul      4055 Digby Drive, R.R. 2, Orillia, Ontario Canada L3V 6H2
John Munro       4055 Digby Drive, R.R. 2, Orillia, Ontario Canada L3V 6H2

On the same date, the following persons were appointed as replacement officers
to the following offices:

Thomas Faul      President and Chief Executive Officer
John Munro       Secretary, Treasurer and Chief Financial Officer

III. THE BUSINESS OF THE COMPANY

A. GreenVolt Power Corp.

        As a result of its acquisition of GreenVolt Corp. and the disposal of
its retail jewelry business, the business of the Company as of September 24,
2000, was the business carried on by its wholly-owned subsidiary, GreenVolt
Corp. (hereinafter "GreenVolt").

        Because GreenVolt is still in the research and development stage with
respect to its fuel cell technology, the following discussion is primarily
prospective, and discusses what GreenVolt's management plans to do. There is no
assurance that GreenVolt will be successful in developing or commercializing its
fuel cell technology, or that it will be able to market and sell its products
once and if developed, or be able to sell its products at prices which allow it
to recoup its costs and generate a profit.

        There is also no assurance GreenVolt will be able to locate sufficient
capital, or on reasonable terms, which will be required to complete development
of, and commercialization of the fuel cell technologies. There is no assurance
GreenVolt will ultimately prove profitable.

1. Prior History of GreenVolt

        GreenVolt Corp. was incorporated in 1994 as Flint Energy Inc. to develop
ecologically improved power generation technology. The initial developments were
systems for High Speed Flywheel Energy Storage. The name of the company was
changed to Astris Technology Inc. to further develop Alkaline Fuel Cells for
home and stationary electrical power generation. The Company was basically
inactive from incorporation through June 30, 1999. During this period the
Company was not capitalized and the aggregate losses of US $2,460 were funded by
the Company's founder, Mr. Thomas Faul. The name was then changed in 1999 to
GreenVolt Corp. to better reflect the Fuel Cell as Green (not being harmful to
the environment) and Volt to reflect the electrical power. It is at this point
that the Company's development efforts commenced.

2.  Fuel Cells

        Fuel Cells are electrochemical devices that like batteries generate
an external electric current from internal chemical reactions. Unlike batteries,
fuel cells continue to generate electricity as long as reagent "fuel" is
supplied to the electrodes.

        In a hydrogen-oxygen fuel cell, hydrogen gas (electron source) is
supplied to the anode and oxygen gas or air (electron sink) is supplied to the
cathode of the fuel cell. Electrical contact between the electrodes within the
fuel cell is made by an electrolyte medium that conducts the ions formed within
the fuel cell during operation. Externally, electrons flow between the
electrodes providing usable current.

        In a magnesium-air fuel cell, the magnesium metal (instead of hydrogen)
is the fuel that is supplied by fuel cell and the magnesium generates power
through a simple electrochemical reaction between the metal, once placed in a
saline solution, and oxygen from air. Electricity is produced as the magnesium
oxides in the solution.

        The cell consists of magnesium plates, a cathode and a saltwater
electrolyte. To recharge the cell when the magnesium is consumed, the plates are
replaced and more electrolyte is added. The magnesium contains a lot of energy,
is easily stored, non-combustible, non polluting and one of the most inexpensive
and abundant metals on earth. These advantages provide economic and
environmental incentives for the commercial development of the fuel cell.

                                       4

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3.  The GreenVolt Fuel Cells Under Development

        During the twelve months ending June 30, 2001 GreenVolt undertook a
development program to improve the existing technology for the potential
commercialization of alkaline fuel cells and in particular the development of
superior, low cost electrodes. The development program undertaken was unable to
measurably improve on the existing technology and the management of the Company
therefore decided that due to the early stage of the fuel cell market and the
significant amount of money required to continue with the development of the
alkaline fuel cell program, that it would not continue to invest more resources
and management time in the alkaline fuel cell technology until such time as the
company is better capitalized. The corporation's business and technology
development plans are now focused on the acquisition and development of other
fuel cell technologies that are more technically and commercially advanced.

        The Company was then focused on acquiring and developing a 12 volt
Magnesium/Air/Salt-Water Fuel Cell (hereinafter "MASWFC"), as described above in
section 2 "fuel cells". Mr. Thomas Faul conducted the Research & Development
activities of the Company. Mr. John Munro provided accounting services. Amounts
owed for these services were accrued and are reflected in the accompanying
financial statements.

4.  Market

        The principal markets for MASWFC are broad based and include areas that
require a supply of 12 volt DC power to any appliance or device. These areas
include power supply units for portable, remote location, marine and
recreational vehicles and would be of particular interest to marine, outdoor and
recreational vehicle users and those that require emergency and backup power
supplies for communication equipment, buildings and construction sites.

5. Variations in size of the MASWFC.

        Currently the Company is hoping to acquire and develop a 12 Volt DC, 5
Amperes MASWFC unit, which is a popular commercial size. Once a demand for other
sizes has been identified and established, the Company will research and if
practical develop a product for each particular market size so identified.

6.  Magnesium Production

        Magnesium is the most abundant and inexpensive light metal known to man
and is easily recovered and converted into usable fuel for the MASWFC.

7.  Source of Fuel Cell Technology

        The Company is hoping to develop MASWFC technology based upon improving
existing MASWFC technology with increased power output and efficiency at a lower
cost per unit. The corporation is negotiating the acquisition of manufacturing
and technology rights, which will include technology sharing, patent protection
and territorial rights, in return for as of yet unknown royalty payments.

8.  Competition

        "Fuel Cells 2000" (www.fuelcells.org/fcdevel.html) lists some 370 fuel
cell research operations and companies, not including several more of which
management of GreenVolt is aware, the bulk of which are likely far better
capitalized than is the Company. Most of this fuel cell activity is focused upon
proton exchange membrane fuel cell technology with a few companies working on
alkaline and other types of fuel cells.

        The Company is aware that a few other companies are working on the
development of metal/air fuel cells.

                                       5

<PAGE>

9.  Operating Assets

        The Company's primary assets are all held by its wholly-owned
subsidiary, GreenVolt Corp.

Research and development costs have been expensed as they have been incurred.

10.  Patents, Copyrights and Trademarks

        The Company and its wholly-owned subsidiary currently hold no
copyrights, patents or trademarks.

        Additional innovative features developed as a result or the Company's
own Research and Development will be subject to patent application as they are
developed.

11.  Research and Development Activities

        In the twelve months ended June 30, 2001, the Company expended in excess
of US $74,000.00 on research and development.

        The Company anticipates expending additional material amounts in the
development of the MASWFC technology in the future. Currently all work performed
for the company is on a gratuitous basis. The availability, source and terms for
new capital which will be required to complete this development are uncertain at
this time, and there is no assurance the Company will be successful in raising
the necessary capital, or raising the capital on favorable terms.

        In the twelve months ended June 30, 2000, the Company expended in excess
of US $57,000.00 on research and development.

12. Government Regulation and Environmental Concerns

        At the present time, the Company is not required to seek the review of
any local, state, federal or international regulatory body in connection with
its development activities.

        The MASWFC do not discharge any harmful materials into the environment
and thus there are no known environmental regulations that the Company will be
subject to.

13.  Seasonal Factors

        The Company is not able to make a comment at this time.

14. Costs and Effects of Compliance with Environmental Laws.

        The Company is not currently engaged in any business which would require
compliance with Federal or State environmental agencies, rules and regulations.

15.  Vendors

        There are no single source vendors, and the Company is not dependent on
any particular vendor.

16.  Raw Materials

        All raw materials are currently available in the market place. The
materials are available in international markets, as well as the domestic
market.

                                       6

<PAGE>

17.  Capital

        On April 12, 2000, GreenVolt entered into a letter of understanding to
borrow up to CDN $76,000.00 and the terms of this loan are currently being
negotiated between the Company and the lenders. This loan commitment was fully
funded during the twelve months ending June 30, 2001. Additional funds from the
same source, were also committed and received by the Company for a grand total
of US $224,182 dollars. The Company is in default of said loans, which are
convertible into common stock of the company, and the lenders are discussing the
terms of a settlement with the Company. The Company has no ability to repay any
of its debts or obligations at the present time, and is seeking to negotiate
with the lenders to convert the debt into common stock of the Company. There is
no assurance that any agreement will be reached by the lenders. Certain
shareholders of the Company have committed to provide minimum working capital to
fund the limited operations of the Company, but there is no assurance that such
shareholders will advance any funds to the Company, or that if such shareholders
are willing to advance any funds, that the terms of such financing will be
acceptable to the Company.

        The Company's capital is currently insufficient to conduct its business.
If it is unable to obtain additional capital, the Company will be unable to
complete development of its fuel cell technology or continue any operations. The
sources, availability and terms for additional capital to sustain the Company's
operations are unknown at this 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.

18.  Employees

        The Company had two officers providing services to the Company.
Compensation for these services is accrued in the accompanying financial
statements. Mr. Faul is providing services to the Company as its President and
Chief Executive Officer and Mr. John Munro, is providing services to the Company
as its Chief Financial Officer. Both officers of the company perform such tasks
as necessary to maintain the corporate existence of the Company and develop and
implement a viable business plan. Both officers have agreed to accrue their
compensation until such time as the Company has the ability to pay such fees.
Mr. Faul's compensation shall accrue at the rate of $5,000 per month, subject to
adjustment from time to time as determined by the board of directors.

19. Going Concern Assumption in Auditor's Report

        The Company's independent auditor's in their Independent Auditors'
Report have added the fourth paragraph regarding going concern, as follows:

        "As discussed in Note 2 to the financial statements, the accompanying
financial statements have been prepared assuming 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."

                                       7

<PAGE>

ITEM 2.     DESCRIPTION OF PROPERTY

        The Company had corporate and administrative offices, and a small
research facility on a rent free basis in the home of Thomas Faul, its
President, and in a small work shop building separately located on his property,
in Orillia, Ontario. Management believes its facility is adequate for the
Company's current level of operations, but anticipates leasing facilities once
additional capital is obtained.

ITEM 3.     LEGAL PROCEEDINGS

        There is no litigation pending as of June 30, 2001, and management is
not aware of any potential claims which, if asserted, would have a material
adverse effect on the results of operations or financial condition of the
Company. However, management is aware that a substantial amount of accounts
payable and other loan advances has not been paid. Management is currently
evaluating the claims of various such creditors, and anticipates that several
may sue the company for nonpayment. The total outstanding obligations of the
Company as of June 30, 2001, was US $480,849.

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

        None.

                                       8

<PAGE>

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        A. Market Information.

        The Company's Common Stock traded over-the-counter on the NASD Bulletin
Board Market under the symbol "BCKC" during the fourth quarter of its fiscal
year ended June 30, 2001, and under the symbol "GVLT" since September 20, 2000.
The closing sales price for the Company's shares as of November 1, 2001, was
$0.05.

        Set forth below is the high and low bid information for the Company's
Common Stock for the last quarterly period

        Period                   High    Low
        ----------------         ----    ----
        4th Quarter 2001         0.67    0.25
        3rd Quarter 2001         1.56    0.27
        2nd Quarter 2001         3.81    0.80
        1st Quarter 2001         5.38    2.19

        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 markup, mark-down or commission and may not represent actual
transactions.

        At November 1, 2001, the Company had approximately 75 Shareholders of
record.

        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 September 30,
        2001.

<TABLE>
<CAPTION>

          Amount of Common      Class of Persons            Total               Total
  Date    Stock Sold            to Whom Sold                Offering Price      Commission      Exemption
------    ------------------    -----------------------     ----------------    ----------      ---------
 <C>      <C>                   <C>                         <C>                    <C>          <C>
  4/98    10,000,000            Chief Executive Officer     For services           0            Rule 504 & Sec.4(2)
                                                            rendered valued
                                                            at $45,950
  4/98     5,000,000            Accredited Investors        $    500               0            Rule 504 & Sec.4(2)
  6/98        70,000            Accredited Investors        $  7,000               0            Rule 504 & Sec.4(2)
  3/99       147,500            Accredited investors        $ 14,750               0            Rule 504 & Sec.4(2)
  7/00    12,435,240            Shareholders of             $124,352(1)            0            Sec.4(2)
                                  GreenVolt Corp.
  7/00       600,000            Accredited Investor         $  6,000               0            Sec.4(2)
                                For consulting services
 11/00         5,000            Consultant                  $ 5,000                0
 08/01       200,000            Consultant                  $ 33,369               0            Sec 4(2)
 09/01       100,000            Consultant                  $133,214               0            Sec 4(2)
 09/01       100,000            Consultant                  $  8,881               0            Sec 4(2)

</TABLE>

-------------------
(1) 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.

                                       9

<PAGE>

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

Plan of Operations

Fiscal Years Ended June 30, 2001 and from Inception on April 15, 1998 through
June 30, 2001 (audited).

The Company ended its jewelry business effective with the close of business on
September 24, 2000 and since there were no new products to market the net sales
of the Company for the fiscal year ended June 30, 2001 were US $0.00 compared to
$0.00 for the fiscal year ended June 30, 2000. The cost of sales was $0.00 for
the fiscal period year ended June 30, 2001 and $0.00 for the fiscal year ended
June 30, 2000, respectively resulting in a gross margin for the fiscal year
ending June 30, 2001 $0.00 for the fiscal year ended June 30, 2000 of $0.00.

The Company incurred operating expenses, including research and development
costs of $452,792 for the fiscal year ended June 30, 2001, $502,757 for the
fiscal year ended June 30, 2000. The operating expenses for all periods resulted
primarily from research and development, general corporate administration, legal
and professional expenses, consulting fees, accounting and auditing costs.

As a result of the foregoing factors, the Company realized a net loss of
$434,006 for the year ended June 30, 2001, $564,625 for the year ended June 30,
2000.

Liquidity and Capital Resources for the Year Ended June 30, 2001

At June 30, 2001, the Company had a working capital deficit of $471,818 as
compared to working capital deficit of $26,563 at June 30, 2000. The working
capital deficit resulted primarily from accrued consultant fees, unpaid
professional fees and advances by venture capital bankers. The Company's capital
was obtained from loan advances totaling $284,182. This obligation is currently
in default and the Company is negotiating with the holders and lenders of such
debt to convert such debt into equity. In addition, there are currently various
unpaid liabilities of the Company in addition to the convertible debt, including
trade and accounts payable of approximately $132,760. The Company is evaluating
such payables and is attempting to negotiate settlements with these vendors.
There is no assurance that such negotiations will be successful, or that the
Company will be able to raise additional capital on favorable terms, or at all.
The Company is seeking a loan to the Company from a venture capital banking
group. The whole of the loan amount is currently under negotiation as to terms
and conditions by the lenders and the Company. There is no assurance that any of
these funds advanced by the venture capital bankers will be repaid in cash
unless the Company is able to raise sufficient new capital. The Company will
seek to convert all loan advances into common stock.

The Company currently has no cash with which to pay creditors or continue its
operations. Current management has agreed to provide services and accrue its
compensation. The Company will be unable to continue as a going concern in the
event it is not able to raise capital in order to pay off debt and continue
operations. Until such time as sufficient capital is raised, if at all, the
Company does not intend to acquire any capital assets or hire any employees.

With the change in management and corporate direction in July 2000, the Company,
in September 2000 discontinued the retail jewelry business that it had
previously been involved in and distributed the assets and liabilities of the
jewelry business to Larry Beck, a former director of the company. The Company is
now focusing all of its business efforts on the development of new fuel cell
technologies and in particular the MASWFC. Management is now seeking sources of
debt and/or equity capital in order to further capitalize and fund the
development of MASWFC technology. The Company has not identified any potential
sources of debt or equity financing and cannot predict whether any such
financing will in fact be obtained by the Company or on what terms. There is
also no assurance that the Company will be successful in developing and
commercializing any fuel cells technologies.

                                       10

<PAGE>

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

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

ITEM 7.  FINANCIAL STATEMENTS

The financial statements of the Company required by this item are set forth at
the end of this Form 10-KSB/A at pages F-1 through F-11. The financial
statements attached hereto have been restated and replace the financial
statements attached the Company's Form 10-KSB/A filed with the Securities and
Exchange Commission on November 16, 2001

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

        In November of 2002 the Company retained Callahan Johnston & Associates,
LLC to re-audit its financial statements for the year ended June 30, 2001. See
Form 8-K/A, dated December 4, 2002.

                                       11

<PAGE>

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

Name                    Age       Position                        Since
--------------          ---       --------------------------      -------
Thomas Faul             77        President, Chief Executive      7/29/00
                                  Officer

John Munro              60        Chief Financial Officer,        7/29/00
                                  Treasurer, Secretary
                                   and a Director

Ulrich Kretschmar       58        Director, Vice President        9/27/00
                                  - Science

        The Directors serve until the next annual meeting of shareholders, or
until their successors are elected.

Mr. Thomas Faul/President and a Director

        Thomas Faul, the President and a Director of GreenVolt Power Corp., has
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 Accessories (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.S.C. from the
University of Toronto, and his M.A.S.C. from University of Toronto.

Mr. John Munro/Secretary, Treasurer and Chief Financial Officer

        John Munro, the Secretary, Treasurer and Chief Financial Officer.
Since 1987 Mr. Munro has maintained a private consulting practice,
administered a number of trusts, and has acted as Interim Financial Officer
for various clients as well as a volunteer board member for a local charity.
Between 1961 and 1987, Mr. Munro worked with Syme, Ayers & Co., Coopers &
Lybrand, North American Insurance Co., Arawak Trust Company, Brown Brothers
Harriman & Co., Hughes Containers Limited, and Monarch Propane Limited, where
he served as Director of Finance and Administration.  Mr. Munro has a C.A.
Degree from the Institute of Chartered Accountants of Ontario.

Dr. Ulrich Kretschmar, Director

        Ulrich Kretschmar, Director.  Dr. Kretschmar obtained his Bachelor of
Science and Masters Degree from McMaster University in Hamilton Ontario, and
in 1973 received his Ph.D. from the University of Toronto.  Dr. Kretschmar
specialized in mineral phase chemistry and electrochemistry for his Ph.D.

        Dr. Kretschmar's consulting practice client list includes Noranda,
International Pulp and Paper, the Federal Government of Canada, the Federal
Government of Guyana, and the Provincial Government of Ontario. He has also been
a consultant for the International Development and Research Center of Canada and
the Commonwealth Science Council of London England.

        Dr. Kretschmar is fluent in German, French, Spanish, and has translated
Norwegian, Swedish, Dutch, Romanian, Italian and Portuguese scientific papers
into English.

                                       12

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>

                   Summary Long-Term Compensation
Name/Position       Year      Restricted stock      Options/SARS      LTPI      All other
                                  Award               (#)(1)          Payout    compensation
                                   ($)                                ($)           ($)
<S>                 <C>             <C>                <C>           <C>           <C>
Thomas Faul
 Chairman/CEO       2001            0                  0             0             60,000
                    2000            0                  0             0             0
                    1999            0                  0             0             0
</TABLE>

Employment Contracts

        Mr. Thomas Faul does not currently have an employment contract with the
Company and the Company does not currently have any employment contracts with
any other individuals or consultants.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding beneficial
ownership as of November 1, 2001, of the Company's Common Stock, by any person
who is known to the Company to be the beneficial owner of more than 5% of the
Company's voting securities, and by each director, and by officers and directors
of the Company as a group.

                                        Beneficial             Percentage
Name and Address                        Ownership               of Class(1)
----------------                        ---------               -----------

Thomas Faul                             10,446,240                54.9%
4055 Digby Drive(1)
R.R. 2 Orillia, Ontario L3V 6H2

John Munro                                 932,700                 4.9%
25739 Warden Ave.,
R. R. # 3 Sutton, ON L0E 1R0

Ulrich Kretchmar                            62,500               0.003%
408 Bay St.,
Orillia, ON L3V 3X4

All current directors and
officers as a group (3 persons)         11,441,440                60.2%

                                       13

<PAGE>

        The Company knows of no arrangements, including any pledge by any person
of securities of the Company, the operation of which may at a subsequent date
result in a change in control of the Company.

        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, except that the Company has not received any copy of any Schedule 13D
filed by Mr. Faul, and has not found any such filing at the SEC's website. As
the holder of approximately 54% of the outstanding common stock of the Company,
the Company believes Mr. Faul, is required to file a Schedule 13D. In addition,
the Company has not received, and is not aware of, any filing of any Section 16
Reports, such as From 3's, which would Be required to be filed by Mr. Faul and
Mr. Munro. The Company is not aware whether or not Mr. Faul or any other officer
is required to file any other Section 16 Reports. The Company is not aware of
any filings under Section 13 or Section 16 by any officer, director or 10%
shareholder.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(A) Related Transactions

        None

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

I       Exhibits

                (1) (Restated) Audited Financial Statements and Related Notes
            and Balance Sheets at June 30, 2001, and the Related Statements of
            Operations, Stockholders' Equity (deficit) and Cash Flows for the
            Years Ended June 30, 2001 and 2000, and from inception on April 15,
            1998 through June 30, 2001 (herewith attached).

II              (1) Plan and Agreement of Reorganization by Exchange by and
            between Beck & co. and GreenVolt Corp.*

                (2)    (i)     Articles of Incorporation*

                       (ii)    Bylaws*

                       (11)    Statement re: Computation of Per Share Earnings

                       (21)    Subsidiaries of Registrant:

                                GreenVolt Corp., an Ontario corporation
                                4055 Digby Drive
                                Orillia, Ontario, Canada L3V 6H2

                (3) No reports on Form 8-K were filed during the last quarter of
            the period covered by this report.

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

                                       14

<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                               GREENVOLT POWER CORP.

                                               /s/ Robert Hodge
                                               --------------------------
                                               Robert Hodge, President and
                                               Chief Executive Officer
Date: January 22, 2003

In accordance with the Securities Exchange Act of 1934, this report has been
duly signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

Signature               Title                                   Date
------------------      ----------------------------------      ----------------

/s/ Robert Hodge         Chief Executive Officer, President     January 22, 2003
-----------------        and a Director
    Robert Hodge

                                       15

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                     YEARS ENDED JUNE 30, 2001 AND 2000 AND
                            PERIOD FROM INCORPORATION
                        (APRIL 14, 1998) TO JUNE 30, 2001


<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                     YEARS ENDED JUNE 30, 2001 AND 2000 AND
                            PERIOD FROM INCORPORATION
                        (APRIL 14, 1998) TO JUNE 30, 2001

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

                                                                            Page
                                                                            ----

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

Financial Statements:

  Consolidated Balance Sheet.................................................F-3

  Consolidated Statements of Operations......................................F-4

  Consolidated Statements of Stockholders' Equity (Deficit)..................F-5

  Consolidated Statements of Cash Flows......................................F-6

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


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of GreenVolt Power Corp.
(A company in the development stage)

We have audited the accompanying consolidated balance sheet of GreenVolt Power
Corp. (a company in the development stage) (See Note 1 of Notes to
Consolidated Financial Statements) to  as of June 30, 2000 and the related
consolidated statements of operations, stockholders' deficit, and cash flows
for the year then ended. These consolidated 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 audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 audit provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GreenVolt
Power Corp. (a company in the development stage) as of June 30, 2000, and the
results of its operation and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to
the consolidated financial statements, the Company's significant operating
losses, working capital deficiency and significant capital requirements raise
substantial doubt about the ability of the Company to continue as a going
concern. The statements do not include any adjustments that might result from
the outcome of this uncertainty.

/S/ HOLLANDER, LUMER & CO. LLP

Los Angeles, California
September 29, 2000

                                      F-1

<PAGE>

                      CALLAHAN, JOHNSTON & ASSOCIATES, LLC
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

--------------------------------------------------------------------------------
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

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

We have audited the accompanying consolidated balance sheet of GreenVolt Power
Corp. as of June 30, 2001, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the year then
ended and for the period from date of incorporation (April 14, 1998) to June 30,
2001. These consolidated 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 audit. The consolidated statement
of operations, stockholders' equity (deficit) and cash flows for the year ended
June 30, 2000 were audited by other auditors whose report dated September 29,
2000 on those statements included an emphasis of matter paragraph concerning the
Company's ability to continue as a going concern.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
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
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Green Volt Power
Corp. as of June 30, 2001 and the results of operations, stockholders' equity
(deficit) and cash flows for the year ended June 30, 2001 and for the period
from incorporation (April 14, 1998) to June 30, 2001, 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 assuming 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
December 3, 2002

--------------------------------------------------------------------------------
            7400 LYNDALE AVENUE SOUTH, SUITE 140, RICHFIELD, MN 55423
                   TELEPHONE: (612)861-0970 FAX: (612)861-5827
                          EMAIL: CJACALLAHAN@QWEST.NET

                                      F-2

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 2001

                                     ASSETS
                                     ------

Current Assets:
  Cash                                                              $     8,094
  Prepaid expenses                                                          937
                                                                    ------------

            Total current assets                                          9,031
                                                                    ------------

Other assets:
  Security deposit                                                          990
                                                                    ------------

            Total assets                                            $    10,021
                                                                    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current Liabilities:
  Accounts payable and accrued expenses                             $   130,260
  Notes payable                                                           2,500
  Convertible debentures                                                284,182
  Due to former officer, related party                                   63,907
                                                                    ------------

            Total current liabilities                                   480,849
                                                                    ------------

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 18,657,740
    shares                                                               18,658
  Additional paid in capital                                            510,516
  Deficit accumulated during development stage                       (1,001,091)
  Accumulated other comprehensive income                                  1,089
                                                                    ------------
            Total stockholders' equity (deficit)                       (470,828)
                                                                    ------------

            Total liabilities and
              stockholders' equity (deficit)                        $    10,021
                                                                    ============

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

                                      F-3

<PAGE>
<TABLE>

                                  GREEN VOLT POWER CORP.
                               (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                                               Period From
                                                                              Incorporation
                                               Years Ended June 30,         (April 14, 1998)
                                        --------------------------------            To
                                            2001               2000           June 30, 2001
                                        -------------      -------------      -------------
                                        (As Restated)
<S>                                     <C>                <C>                <C>
Revenues                                $         --       $         --       $         --

Operating expenses:
  General and administrative                 378,531            445,268            826,259
  Research and development                    74,261             57,489            131,750
                                        -------------      -------------      -------------

          Total operating expenses           452,792            502,757            958,009
                                        -------------      -------------      -------------

Income (loss) from
  continuing operations                     (452,792)          (502,757)          (958,009)

Income (loss) from operations of
  discontinued operations, less
  applicable income taxes of $-0-             (1,465)           (61,868)           (63,333)

Gain (loss) on disposal of
  discontinued operations, less
  applicable income taxes of $-0-             20,251                 --             20,251
                                        -------------      -------------      -------------

Income (loss) before income taxes           (434,006)          (564,625)        (1,001,091)

Income taxes                                      --                 --                 --
                                        -------------      -------------      -------------

Net income (loss)                           (434,006)          (564,625)        (1,001,091)

Other comprehensive income (loss):
  Foreign currency translation
    adjustment                                 1,327                176              1,089
                                        -------------      -------------      -------------

Comprehensive income (loss)             $   (432,679)      $   (564,449)      $ (1,000,002)
                                        =============      =============      =============

Basic earnings per share                $       (.02)      $       (.03)      $       (.06)
                                        =============      =============      =============

Weighted average number of shares
  outstanding)                            18,657,740         18,653,500         17,030,796
                                        =============      =============      =============
</TABLE>

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

                                           F-4

<PAGE>
<TABLE>

                                                     GREEN VOLT POWER CORP.
                                                  (A DEVELOPMENT STAGE COMPANY)

                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                   PERIOD FROM INCORPORATION (APRIL 14, 1998) TO JUNE 30, 2001
<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>
Issuance of common stock for cash
  at $.0001 per share                        5,000,000  $   5,000  $  (4,500) $      -        $     -      $      -     $       500
Issuance of common stock for
  services at $.005 per share               10,000,000     10,000     35,950      (37,200)          -             -           8,750
Issuance of common stock for cash
    at $.10 per share                           70,000         70      6,930         -              -             -           7,000
Net loss from inception on April 14, 1998
 through June 30, 1998                            -          -          -            -              -           (8,332)      (8,332)
                                            ----------- ---------- ---------- ------------    -----------  ------------ ------------

BALANCE, June 30, 1998                      15,070,000     15,070     38,380      (37,200)          -           (8,332)       7,918
  Issuance of common stock for cash
    at $.10 per share                          147,500        148     14,602         -              -             -          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                      15,217,500     15,218     52,982         -              -          (59,664)       8,536

  Issuance of common stock for services at
    $.001 per share                            600,000        600       -             -             -             -             600
  Cancellations of common stock             (9,600,000)    (9,600)     9,600         -              -             -            -
  Issuance of common stock in exchange for
    Common stock of Greenvolt Corp. and
    services at $.04 per share              12,435,240     12,435    442,939         -              (414)       57,204      512,164
  Foreign currency translation adjustment         -          -          -            -               176          -             176
  Net loss for the year ended June 30, 2000       -          -          -            -              -         (564,625)    (564,625)
                                            ----------- ---------- ---------- ------------    -----------  ------------ ------------

BALANCE, JUNE 30, 2000                      18,652,740     18,653    505,521         -              (238)     (567,085)     (43,149)
  Issuance of common stock for services
    at $1.00 per share                           5,000          5      4,995         -              -             -           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         18,657,740  $  18,658  $ 510,516  $      -        $    1,089   $(1,001,091) $  (470,828)
                                            =========== ========== ========== ============    ===========  ============ ============

                       The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                          F-5

<PAGE>
<TABLE>

                                       GREEN VOLT POWER CORP.
                                    (A DEVELOPMENT STAGE COMPANY)

                                CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                    Period From
                                                                                   Incorporation
                                                     Years Ended June 30,         (April 14, 1998)
                                                ------------------------------           To
                                                    2001              2000          June 30, 2001
                                                ------------      ------------     -------------
                                               (As Restated)
<S>                                             <C>               <C>               <C>
Cash flow from operating activities:
  Net loss                                      $  (434,006)      $  (564,625)      $(1,001,091)

 Add: Items not affecting cash flow:
   Gain on sale of discontinued
     operations                                     (20,251)               --           (20,251)
   Foreign currency translation adjustment            1,327              (238)            1,089
   Common stock issued for services                   5,000           501,924           506,924
Adjustments to reconcile net loss to
  net cash from operating activities:
    Net assets of discontinued operations                --                --              (750)
    Net liabilities of discontinued
      operations                                    (16,585)           39,182                --
    Prepaid expenses                                 14,806           (15,744)             (937)
    Security deposit                                   (990)               --              (990)
    Accounts payable and accrued
      expenses                                      214,219                --           214,219
    Due to former officer                            (1,412)            1,305               200
                                                ------------      ------------      ------------
Net cash used by operating activities              (237,892)          (38,196)         (301,588)
                                                ------------      ------------      ------------

Cash flow from financing activities:
  Proceeds from convertible debentures              243,748            40,434           284,182
  Proceeds from issuance of common stock                 --                --            23,000
  Notes payable                                          --                --             2,500
                                                ------------      ------------      ------------
Net cash used by financing activities               243,748            40,434           309,682
                                                ------------      ------------      ------------

Cash flow from investing activities:
  Advances to related party                              --            (2,237)           (2,237)
  Repayment from related parties                      2,237                --             2,237
                                                ------------      ------------      ------------
Net cash used by investing activities                 2,237            (2,237)               --
                                                ------------      ------------      ------------

Increase (decrease) in cash position                  8,093                 1             8,094

Cash at beginning of year                                 1                --                --
                                                ------------      ------------      ------------

Cash at end of year                             $     8,094       $         1       $     8,094
                                                ============      ============      ============

Supplemental cash flow information:

   Cash paid for:
            Interest                            $        --       $        --       $        --
                                                ============      ============      ============

            Income taxes                        $        --       $        --       $        --
                                                ============      ============      ============
</TABLE>

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

                                                F-6

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                       YEARS ENDED JUNE 30, 2001 AND 2000
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2001

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 (see Note 8). As a part of this
process, the Company changed its name to Satellite Enterprises Corp.

In accordance with accounting principles generally accepted in the United States
of America, the financial statements have been restated to present operations of
discontinued operations and the gain on the sale of discontinued operations
separately.

The Company currently has no operations. The Company continues to search for an
appropriate merger candidate.

                                   (Continued)

                                      F-7

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                       YEARS ENDED JUNE 30, 2001 AND 2000
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2001

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

Principles of Consolidation
---------------------------

The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary, GreenVolt Corp. All intercompany
transactions and balances have been eliminated in consolidation.

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

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

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 2001.

Research and Development
------------------------

Research and development costs were charged to expense as incurred.

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.

Stock-Based Consideration
-------------------------

The Company has applied the fair value-based method of accounting for employee
and nonemployee 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-8

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                       YEARS ENDED JUNE 30, 2001 AND 2000
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2001

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 would
include the weighted average determined for basic earnings per shares plus
common stock equivalents issuable upon exercise of stock options and warrants
using the treasury stock method and convertible debt outstanding using the
if-converted method. There were no common stock equivalents in 2001 or 2000.
Convertible debt outstanding is not included because its effect on earnings per
share would be antidilutive.

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.

                                   (Continued)

                                      F-9

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                       YEARS ENDED JUNE 30, 2001 AND 2000
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2001

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

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 2000 and inception to date
financial statements to conform to the 2001 presentation. These
reclassifications had no net income effect.

                                   (Continued)

                                      F-10

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                       YEARS ENDED JUNE 30, 2001 AND 2000
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2001

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

Restatement
-----------

The Company restated its results for fiscal year 2001. The fiscal year 2001
financial statements previously issued did not reflect accrued compensation due
management. This restatement impacted the Company's financial statements as
follows:

                                As Previously
                                   Stated       Restatement  As Restated
                                -------------   -----------  ------------

Loss from operations             $ (370,298)    $  (63,708)  $  (434,006)
Deficit accumulated during
  development stage              $ (937,383)    $  (63,708)  $(1,001,091)
Basic earnings per share         $     (.02)    $     -      $      (.02)

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 incurred a net loss of $434,006 during the year ended June 30, 2001,
and has lost $1,001,091 from incorporation to June 30, 2001. At June 30, 2001,
the Company had a $470,828 working capital deficiency and a stockholders'
deficit of $470,828. Those conditions raise 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 (see Note 8). Since that date 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.

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. These stockholder(s) have indicated an intent to fund
necessary expenses to sustain the Company. The company is presently seeking a
merger candidate and feels it will be successful in finding a candidate.

Failure of the company to find a merger candidate and 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.

                                   (Continued)

                                      F-11

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                       YEARS ENDED JUNE 30, 2001 AND 2000
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2001

NOTE 3 - CONVERTIBLE DEBENTURES

These advances are non-interest bearing, unsecured and currently past due. These
advances are convertible into the Company's common stock at $.18 per share at
the option of the debenture holders.

NOTE 4 - DUE TO FORMER OFFICE - RELATED PARTY

The due to former officer - related party consists of unsecured amounts due the
Company's Chief Executive Officer and largest stockholder at June 30, 2001.
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 (see Note 8).

NOTE 5 - GAIN ON DISCONTINUED OPERATIONS

On September 24, 2000 the Company discontinued its internet jewelry business and
distributed its assets and liabilities to a stockholder. The gain resulting from
the discontinued operations was as follows:

     Net assets of discontinued operations                          $ 12,864
     Liabilities of discontinued operations
        assumed by stockholder                                        33,115
                                                                    --------
     Net gain on disposal of discontinued
        operations                                                  $ 20,251
                                                                    ========

NOTE 6- INCOME TAXES

Income taxes consisted of the following at June 30,

                                                     2001                2000
                                                  ----------           ---------
  Current:
    Federal                                       $    -               $    -
    State                                              -                    -
                                                  ---------            ---------
                                                       -                    -
                                                  ---------            ---------
  Deferred:
    Federal                                            -                    -
    State                                              -                    -
                                                  ---------            ---------

  Income tax benefit (expense)                    $    -               $    -
                                                  =========            =========

                                  (Continued)

                                      F-12

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                       YEARS ENDED JUNE 30, 2001 AND 2000
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2001

NOTE 6- INCOME TAXES (Continued)

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.

                                                                       2001
                                                                    ----------
Gross deferred tax asset relating to:
  Accrued expenses                                                  $ 100,000
  Net operating loss carryforwards                                    192,000
                                                                    ----------
      Gross deferred tax asset                                        292,000
Valuation allowance                                                  (292,000)
Net deferred tax asset                                                   -
Deferred tax liability                                                   -
                                                                    ----------
      Net deferred tax asset (liability)                            $    -
                                                                    ==========

At June 30, 2001, the Company has net operating loss carryforwards available to
offset future taxable income as follows:

  Year                                     Federal                 State
  ----                                    ---------              ---------

  2013                                        8,000                  8,000
  2014                                       51,000                 51,000
  2015                                       52,000                 52,000
  2016                                      370,000                370,000
                                          ---------              ---------

                                          $ 481,000              $ 481,000
                                          =========              =========

NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION

Summary of Noncash Activity:

    In 2001 the Company issued 5,000 shares of its common stock for services
    valued at $5,000. In 2000, the Company issued 13,035,240 shares of the
    Company's common stock to acquire the assets of Green Volt Corp. and for
    services. Inception to June 30, 2001 the Company had issued an aggregate of
    13,440,240 shares of its common stock for services valued at $506,925, net
    of 9,600,000 shares subsequently canceled, based on quoted market prices at
    date of grant and/or in settlement of the fair value of the liabilities
    underlying these services.

    The gain on discontinued operations on the disposal of the jewelry
    operations represents the excess of liabilities transferred over assets
    transferred to the Company's founder on September 24, 2000 (see Note 4).

                                   (Continued)

                                      F-13

<PAGE>

                             GREEN VOLT POWER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                       YEARS ENDED JUNE 30, 2001 AND 2000
                  PERIOD FROM INCORPORATION (APRIL 14, 1998) TO
                                  JUNE 30, 2001

NOTE 8 - SUBSEQUENT EVENTS

In fiscal year 2002 the Company issued 3,860,000 shares of its common stock in
settlement of liabilities for services valued at $245,464.

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
Note 3).

On August 28, 2002, the Company approved a 1 for 100 reverse split of its
outstanding shares. This reverse split has not been reflected in these financial
statements.

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.

                                      F-14