<PAGE>

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

                                  FORM 10-KSB/A

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


                      For Fiscal Year Ended: June 30, 2002
                        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.)


                              20 VARCREST PLACE NW
                        CALGARY, ALBERTA, CANADA T3A 0B9
            ---------------------------------------------------------
                    (Address of principal executive offices)


                                  403-650-6586
                           --------------------------
                           (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)


         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: $5,756.00

         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
December 5; was $13,500.00.

         State the number of shares outstanding of each of the issuer's common
equity, as of the latest practicable date: 264,000 as of December 5, 2002.

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


<PAGE>

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 [_]


<PAGE>

PART I

ITEM 1:  DESCRIPTION OF BUSINESS

I. INTRODUCTION

         Satellite Enterprises Corp. (formerly GreenVolt Power Corp.) (the
"Company") was formed as a Nevada corporation on April 14, 1998, to operate as a
specialty retailer of fine jewelry. In its fiscal year ending June 30, 2000, the
Company sold a limited quantity of jewelry through direct mail and word of mouth
advertising.

         On July 29, 2000, subsequent to the close of its June 30, 2000 fiscal
year, the Company acquired 100% of the outstanding shares of GreenVolt Corp., an
Ontario Corporation ("GreenVolt") in a stock for stock exchange. GreenVolt was
in the process of developing fuel cell technologies for commercial and
industrial use. In connection with this transaction, management of the Company
changed, and the Company disposed of its retail jewelry business in September
2000, by transfer of all jewelry assets and liabilities to Larry Beck, a former
director of the company. In connection with such transaction, the Company
changed its name from Beck & Co., Inc. to GreenVolt Power Corp.

         On August 27, 2002, Satellite Holdings, Ltd., a corporation organized
under the laws of Turks & Caicos, acquired 13,783,740 shares of the Company's
common stock from Thomas L. Faul. Such shares represent 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.

         The Company intends to seek to acquire or merge with an existing
business. New management is currently investigating the financial condition of
the Company, and will determine the future direction of the Company as soon as
possible.

         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.


II. THE BUSINESS OF THE COMPANY - AS OF DECEMBER 5, 2002

A.       Business as of December 5, 2002

         As of December 5, 2002, the business of the company remains to be
determined. The Company is seeking to provide consulting services to management
of private companies, or to acquire a private company.

B.       Business as of fiscal year ended June 30, 2002: GreenVolt Corp.

         As of June 30, 2002, the business of the Company was conducted through
its then wholly-owned subsidiary, GreenVolt Corp. (hereinafter "GreenVolt"). As
of August 28, 2002, the Company has discontinued this business entirely as a
result of the sale of GreenVolt to Thomas L. Faul.

         Because GreenVolt was 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 planned to do. GreenVolt
was not successful in developing or commercializing its fuel cell technology.

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 name was
then changed to GreenVolt Corp.

2.       Fuel Cells

         Fuel Cells are electrochemical devices that like batteries generate
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.


<PAGE>

3.       The GreenVolt Fuel Cells Under Development

         During the twelve months ending June 30, 2002 GreenVolt focused on the
acquisition and development of other fuel cell technologies that are more
technically and commercially advanced. GreenVolt changed its business plan to
attempt to acquire and develop a 12 volt Magnesium/Air/Salt-Water Fuel Cell
(hereinafter "MASWFC"). The Company attempted to develop MASWFC technology based
upon improving existing MASWFC technology with increased power output and
efficiency at a lower cost per unit. The Company was unsuccessful in these
efforts.

4.       Competition

         "Fuel Cells 2000" (www.fuelcells.org/fcdevel.html) lists some 370 fuel
cell research operations and companies, the bulk of which are far better
capitalized than 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. Accordingly, the Company experienced
significant competition for resources, capital and market share in its business.

5.       Operating Assets

         The Company's primary assets as of June 30, 2002 were all held by its
then wholly-owned subsidiary, GreenVolt Corp. Research and development costs
have been expensed as they have been incurred.

6.       Research and Development Activities

         In the twelve months ending June 30, 2002, the Company expended in
excess of US$15,000.00 on research and development, all of which was expensed as
incurred.

7.       Capital

         On April 12, 2000, the Company entered into an agreement pursuant to
which the Company ultimately borrowed approximately $285,000 from certain
lenders. The Company is in default of such 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 with the lenders.

         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 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.

8.       Employees

         As of June 30, 2002, 2002 the Company had one employee who served as
         President and sole officer. As of December 5, 2002, the Company has one
         employee, Robert Hodge, who serves as the Company's President and sole
         officer. Mr. Hodge performs such tasks as are necessary to maintain the
         corporate existence of the Company and develop a viable business plan.

9.       Going Concern Assumption in Auditor's Report

The Company's independent auditors in their Report have included the following
paragraph regarding going concern, as follows:

"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
and the significant stockholders deficit raise substantial doubt about the
ability of the Company to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty".


<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

         As of June 30, 2002, the Company occupied 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. In connection with the recent change of
management, the Company vacated these facilities and is now located in space
provided by Robert Hodge, the Company's President. Management believes its
facility is adequate for the Company's current level of operations, but
anticipates leasing facilities once additional capital is obtained, if at all.

ITEM 3. LEGAL PROCEEDINGS

         There was no litigation outstanding against the Company as of June 30,
2002. However, management is aware that a substantial amount of accounts payable
have not been paid by prior management. Management is currently evaluating the
claims of various of such creditors, and anticipates that several may sue the
company for nonpayment. The total outstanding obligations of the Company as of
December 5, 2002 is less than US$60,000.

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

         None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        A. Market Information.

        The Company's Common Stock traded over-the-counter on the NASD Bulletin
Board under the symbol "BCKC" during the fourth quarter of its 1999/2000 fiscal
year, and under the symbol "GVLT" from September 20, 2000 through September 15,
2002, and under the symbol "SENR" from September 15, 2002 to current. The
closing sales price for the Company's shares as of September 24, 2002, was
$0.012.

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


        Quarter Ended                       High          Low
        ----------------                    ----          ----
        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
        June 30,  2001                      0.67          0.25
        March 31, 2001                      1.56          0.26
        December 31, 2000                   3.81          0.80
        September 30, 2000                  5.38          2.183
        November 25, 2002                   0.12          0.20

         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.

         At December 5, 2002, the Company had approximately 53 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.


<PAGE>

B.       Sales of Unregistered Securities from inception through December 5,
         2002.

         The Company sold the following shares of common stock in the three
fiscal years ended June 30, 2002 (adjusted to reflect reverse stock splits
through December 5, 2002) 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
     ------  --------- -------------------- ---------------- -------------------
      7/00    124,352  Shareholders of      $124,352(2)          Section 4(2)
                       GreenVolt Corp.
     ------  --------- -------------------- ---------------- -------------------
      7/00      6,000  Accredited Investor  $6,000(1)            Section 4(2)
     ------  --------- -------------------- ---------------- -------------------
     11/00         50  Consultant           $5,000(1)            Section 4(2)
     ------  --------- -------------------- ---------------- -------------------
      9/01      2,000  Consultant           $33,369(1)           Section 4(2)
     ------  --------- -------------------- ---------------- -------------------
      3/02     35,000  Consultant           $175,000(1)(3)       Section 4(2)
     ------  --------- -------------------- ---------------- -------------------
      7/02      5,000  Consultant           $85,000(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.
(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.

         There are presently no equity compensation plans in force.


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

Plan of Operations

Fiscal Years Ended June 30, 2002 and June 30, 2001 (audited). All dollar amounts
are in US Dollars.

The Company had revenues of $5,756.00 in 2002 and $0.00 in 2001.

The Company incurred operating expenses, including research and development
costs of approximately $15,000.00 for the fiscal year ended June 30, 2002, and
approximately $74,000.00 for the fiscal year ended June 30, 2001. 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
$404,269 for the year ended June 30, 2002, and $434,006 for the year ended June
30, 2001.

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

At June 30, 2002, the Company had a working capital deficit of $629,570 as
compared to working capital deficit of $471,817 at June 30, 2001. The working
capital deficit resulted primarily from accrued payroll, consultant fees, unpaid
professional fees and borrowed funds. 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 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 $ 212,589. 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.


<PAGE>

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.

During the fiscal year ended June 30, 2002, the Company focused all of 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 cells technologies. Subsequent to the June 30, 2002
fiscal year end, the Company discontinued its fuel cell technology operations by
selling its wholly-owned operating subsidiary to Thomas Faul, former President
of the Company, in exchange for a release of all claims from Mr. Faul, including
accrued and unpaid compensation and expense reimbursements.

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

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

ITEM 7. FINANCIAL STATEMENTS

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-13. The financial
statements attached hereto have restated the financial statements attached the
company's Form 10KSB/A filed with the Securities and Exchange Commission on
December 5, 2002.


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

        None.


PART III


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

         Thomas Faul, age 78, 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, age 63 was appointed as the
Company's sole officer and director. The Directors serve until the next annual
meeting of shareholders, or until their successors are elected.

Mr. Robert Hodge/President and a Director

         Robert Hodge, the President and a Director of the Company as of August
28, 2002, 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, 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.


<PAGE>

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

         John Munro, served as the Secretary, Treasurer and Chief Financial
Officer of the Company until his resignation on November 27, 2001. 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 served as a Director of the
Company until his resignation on November 27, 2001. 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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth the annual compensation paid and accrued
by the Company during its last 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 COMPENSATION TABLE

                                                      Long Term Compensation:
                                                      ------------------------------------------
                      Annual Compensation             Awards                            Payouts
                      ------------------------------  --------------------------------  --------
(a)             (b)   (c)      (d)      (e)           (f)             (g)               (h)         (i)
Name and        Year                    Other Annual  Restricted      Securities        LTIP
Principle             Salary   Bonus    Compensation  Stock Award(s)  Underlying        Payouts     All Other
Position              ($)      ($)      ($)           ($)             Options/SARs (#)  ($)         Compensation ($)
--------              ---      ---      ---           ---             ----------------  ---         ----------------
<S>             <C>   <C>      <C>      <C>           <C>             <C>               <C>         <C>
CEO             2002  60,000   [___]    [___]         [___]           [___]             [___]       [___]
                2001  60,000   0        0             0               0                 0           0

</TABLE>

Employment Contracts

        Mr. Thomas Faul never had an employment contract with the Company and
the Company does not currently have any employment contract with any other
individuals or consultants.


<PAGE>

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding beneficial
ownership as of June 30, 2002, 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. There are no equity compensation plans currently in
effect.
<TABLE>
<CAPTION>

                                      At 06/30/02     At 06/30/02       At 12/05/02      At 12/05/02
                                      -----------     -----------       -----------      -----------
                                      Beneficial      Percentage        Beneficial       Percentage
Name and Address                      Ownership       of Class(1)       Ownership        of Class (1)
----------------                      ---------       -----------       ---------        ------------
<S>                                   <C>                 <C>          <C>                 <C>
Thomas Faul                           10,446,240          46.4%                0              0%
4055 Digby Drive(1)
R.R. 2
Orillia, Ontario, Canada
L3V 6H2

All current directors and             10,446,240          46.4%                0              0%
officers as a group
(1 person)

Robert Kinsella                        3,010,000          13.4%        3,010,000           13.4%
#104, 3639 - 27 Street N.E.
Calgary, Alberta, Canada
T1Y 5E4

Satellite Holdings Ltd.                        0             0%       13,783,740             53%
Caribbean Place,
Leeward Highway
P.O. Box 599, Site 3
B.W.I. Providenciales,
Turks & Cacios Islands
</TABLE>


        The above beneficial ownership table's share amounts are those shares
accorded to the above shareholders prior to the 100: 1 reverse split of the
Company's stock that occurred on September 15, 2002.

        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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(A) Related Transactions

        None

SUBSEQUENT EVENT

         In August 2002, the Company issued to Mr. Faul 3,337,500 shares of
restricted common stock, and transferred to Mr. Faul all of the capital stock of
the Company's wholly-owned subsidiary, GreenVolt Corp., in exchange for a
general release of all claims against the Company by Mr. Faul. Mr. Faul's
released claims included accrued but unpaid compensation and expense
reimbursements.


<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


I       Exhibits

(1)      Audited Financial Statements and Related Notes and Balance Sheets at
         June 30, 2002, and the Related Statements of Operations, Stockholders'
         Equity (deficit) and Cash Flows for the Years Ended June 30, 2002 and
         2001, and from inception on April 14, 1998 through June 30, 2002
         (herewith attached).

(2)      Plan and Agreement of Reorganization by Exchange by and between Beck &
         Co. and GreenVolt Corp.*

(3)      (i) Articles of Incorporation*

         (ii) Bylaws*

(4)      Subsidiaries of Registrant (as of June 30, 2002):

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

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

         (b) 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 From 10-SB filed on July 6, 1999.


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/ Robert Hodge
                                --------------------------
                                Robert Hodge, President and
                                Chief Executive Officer, Chief Financial Officer

Date: December 5, 2002


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/ Robert Hodge        Chief Executive Officer, President     December 5,  2002
-----------------       Chief Financial Officer and sole Director
Robert Hodge

<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



<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


                                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


<PAGE>


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


                          INDEPENDENT AUDITORS' REPORT

Stockholders and Board of Directors
Satellite Enterprises Corp. (f/k/a GreenVolt Power Corp.)
   (A Development Stage Company)
Calgary, Alberta, Canada

We have audited the accompanying consolidated balance sheet of Satellite
Enterprises Corp. (formerly know as GreenVolt Power Corp.) as of June 30, 2002,
and the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the years ended June 30, 2002 and 2001 and for the
period from date of incorporation (April 14, 1998) to June 30, 2002. 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 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 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
audits 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 Satellite
Enterprises Corp. as of June 30, 2002 and the results of operations,
stockholders' equity (deficit) and cash flows for the years ended June 30, 2002
and 2001 and for the period from incorporation (April 14, 1998) to June 30,
2002, 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-1

<PAGE>


                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 2002


                                     ASSETS
                                     ------

Current Assets:
  Cash                                                              $     3,451
                                                                    ============

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

Current Liabilities:
  Accounts payable and accrued expenses                             $   212,589
  Notes payable                                                           2,500
  Advances from related parties                                         284,432
  Due to former officer                                                 133,500
                                                                    ------------
            Total current liabilities                                   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 22,517,740
    shares                                                               22,518
  Additional paid in capital                                            752,120
  Deficit accumulated during development stage                       (1,405,360)
  Accumulated other comprehensive income                                  1,152
                                                                    ------------
            Total stockholders' equity (deficit)                       (629,570)
                                                                    ------------
            Total liabilities and
              stockholders' equity (deficit)                        $     3,451
                                                                    ============

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

                                       F-2

<PAGE>
<TABLE>

                            SATELLITE ENTERPRISES CORP.
                           (A DEVELOPMENT STAGE COMPANY)

                       CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                                       Period From
                                                                      Incorporation
                                         Years Ended June 30,       (April 14, 1998)
                                     -----------------------------        To
                                         2002             2001       June 30, 2002
                                     -------------   -------------   -------------
                                                     (As Restated)
<S>                                  <C>             <C>             <C>
Revenues                             $         --    $         --    $         --

Operating expenses                             --              --              --
                                     -------------   -------------   -------------
Income (loss) from
  continuing operations                        --              --              --

Income (loss) from operations of
  discontinued operations, less
  applicable income taxes of $-0-        (404,269)       (454,257)     (1,425,611)

Gain (loss) on disposal of
  discontinued operations, less
  applicable income taxes of $-0-              --          20,251          20,251
                                     -------------   -------------   -------------
Income (loss) before income taxes        (404,269)       (434,006)     (1,405,360)

Income taxes                                   --              --              --
                                     -------------   -------------   -------------
Net income (loss)                        (404,269)       (434,006)     (1,405,360)

Other comprehensive income (loss):
  Foreign currency translation
    adjustment                                 63           1,327           1,152
                                     -------------   -------------   -------------
Comprehensive income (loss)          $   (404,206)   $   (432,679)   $ (1,404,208)
                                     =============   =============   =============
Basic earnings per share             $       (.02)   $       (.02)   $       (.08)
                                     =============   =============   =============
Weighted average number of shares
  outstanding)                         19,825,850      18,657,740      17,030,796
                                     =============   =============   =============


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

                                         F-3
</TABLE>

<PAGE>
<TABLE>

                                                     SATELLITE ENTERPRISES CORP.
                                                    (A DEVELOPMENT STAGE COMPANY)

                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                     PERIOD FROM INCORPORATION (APRIL 14, 1998) TO JUNE 30, 2002
<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
  services at $.005 per share         10,000,000   $  10,000   $    35,950   $   (37,200)  $        --   $        --    $     8,750
Issuance of common stock for
  cash at $.01 per share               5,000,000       5,000        (4,500)           --            --            --            500
Issuance of common stock for
  cash at $.010 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
  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      12,435,240      12,435       442,939            --          (414)       57,204        512,164
  Issuance of common stock for
    services                             600,000         600            --            --            --            --            600
  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                               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)
  Issuance of common stock for
    services                           3,860,000       3,860       241,604            --            --            --        245,464
  Foreign currency transaction
    adjustment                                --          --            --            --            63            --             63
  Net loss for year ended
    June 30, 2002                             --          --            --            --            --      (404,269)      (404,269)
                                     ------------  ----------  ------------  ------------  ------------  ------------   ------------
BALANCE, June 30, 2002                22,517,740   $  22,518   $   752,120   $        --             $   1,152 $ (1,405,   (629,570)
                                     ===========   =========   ===========   ===========   ===========   ===========    ===========



                                                                  F-4
</TABLE>

<PAGE>
<TABLE>

                                SATELLITE ENTERPRISES CORP.
                               (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                              Period From
                                                                             Incorporation
                                                    Years Ended June 30,    (April 14, 1998)
                                                ---------------------------       TO
                                                    2002          2001        June 30, 2002
                                                ------------   ------------   ------------
                                                              (As Restated)
<S>                                             <C>            <C>            <C>
Cash flow from operating activities:
  Net loss                                      $  (404,269)   $  (434,006)   $(1,405,360)

 Add: Items not affecting cash flow:
   Gain on sale of discontinued
     operations                                          --        (20,251)       (20,251)
   Foreign currency translation adjustment               63          1,327          1,152
   Common stock issued for services                 245,464          5,000        752,388
Adjustments to reconcile net loss to net cash
  from operating activities:
    Net assets of discontinued operations             1,927         13,816           (750)
    Net liabilities of discontinued
      operations                                         --        (16,585)            --
    Accounts payable and accrued
      expenses                                       18,621        214,219        232,840
    Due to former officer                           133,301         (1,412)       133,500
                                                ------------   ------------   ------------
Net cash used by operating activities                (4,893)      (237,892)      (306,481)
                                                ------------   ------------   ------------
Cash flow from financing activities:
  Advances (repayments) from
    related party                                       250        243,748        284,432
  Proceeds from issuance of common stock                 --             --         23,000
  Notes payable                                          --             --          2,500
                                                ------------   ------------   ------------
Net cash used by financing activities                   250        243,748        309,932
                                                ------------   ------------   ------------
Cash flow from investing activities:
  (Advances) payment from related parties                --          2,237             --
                                                ------------   ------------   ------------
Increase (decrease) in cash position                 (4,643)         8,093          3,451

Cash at beginning of year                             8,094              1             --
                                                ------------   ------------   ------------
Cash at end of year                             $     3,451    $     8,094    $     3,451
                                                ============   ============   ============

Supplemental cash flow information:

   Cash paid for:
            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 THE CONSOLIDATED FINANCIAL STATEMENTS

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


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 7). 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 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.

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



                                   (Continued)
                                       F-6

<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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


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 2002.

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.


                                   (Continued)
                                       F-7
<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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


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 2002 or 2001.
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-8

<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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


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 2001 and inception to date
financial statements to conform to the 2002 presentation. These
reclassifications had no net income effect.



                                   (Continued)
                                       F-9

<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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


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 $404,269 during the year ended June 30, 2002,
and has lost $1,405,360 from incorporation to June 30, 2002. At June 30, 2002,
the Company had a $629,570 working capital deficiency and a stockholders'
deficit of $629,570. 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 7). 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-10

<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE 3 - RELATED PARTY TRANSACTIONS

     Advances From Related Parties:

     The advances from related party are due to the stockholder(s) currently
     providing for maintenance of the Company. These advances are non-interest
     bearing, unsecured and due on demand. These advances are convertible into
     the Company's common stock at $.18 per share.

     Due to Former Officer:

     The due to former officer consists of unsecured 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 (see Note 7).

NOTE 4 - 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 5- INCOME TAXES

Income taxes consisted of the following at June 30,

                                                     2002           2001
                                                  ---------      ---------
  Current:
    Federal                                       $    --        $    --
    State                                              --             --
                                                  ---------      ---------
                                                       --             --
                                                  ---------      ---------
  Deferred:
    Federal                                            --             --
    State                                              --             --
                                                  ---------      ---------
  Income tax benefit (expense)                    $    --        $    --
                                                  =========      =========

                                   (Continued)
                                      F-11

<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE 5- 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.

                                                                 2002
                                                              ----------
Gross deferred tax asset relating to:
  Accrued expenses                                            $ 100,000
  Net operating loss carryforwards                              212,000
                                                              ----------
      Gross deferred tax asset                                  212,000
Valuation allowance                                            (312,000)
Net deferred tax asset                                             -
Deferred tax liability                                             -
                                                              ----------
      Net deferred tax asset (liability)                      $    -
                                                              ==========

At June 30, 2002, 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
  2017                                           50,000         50,000
  ----                                        ----------     -----------
                                              $ 531,000      $ 531,000
                                              ==========     ===========

NOTE 6 - 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 2002 the Company issued 3,860,000 shares of its common
    stock for services valued at $245,464. Inception to June 30, 2002 the
    Company had issued an aggregate of 17,300,240 shares of its common stock for
    services valued at $752,388, net of 9,600,000 shares subsequently canceled.

    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-12

<PAGE>

                           SATELLITE ENTERPRISES CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 7 - SUBSEQUENT EVENTS

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-13