UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549
                                   FORM 10-QSB
                   QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
                         OF THE SECURITIES EXCHANGE ACT
                        OF 1934 For the quarterly period
                            ended September 30, 2004
                        Commission file number 000-32467
                 Global Wireless Satellite Networks (USA), Inc.

        (Exact name of small business issuer as specified in its charter)


          Delaware                                      13-4105842
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                                13 Malcolm Court
                               Mount Waverly, 3149
                               Victoria, Australia
                    (Address of principal executive offices)

                                011-613-9888-3400
                           (Issuer's telephone number)

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

The number of shares of the issuer's outstanding common stock, which is the only
class of its common equity, on November 18, 2004 was 85,554,334.

                                       1
<PAGE>


ITEM 1 FINANCIAL STATEMENTS



Description                                                                 Page
                                                                             No.

FINANCIAL INFORMATION:

Financial Statements

Consolidated Balance Sheets at September 30, 2004 (Unaudited)............   F-1

Consolidated Statement of Operations for the Three and Nine Months
Ended September 30, 2004 and 2003 (Unaudited)............................   F-2

Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2004 and 2003 (Unaudited) .................................   F-3

Notes to Consolidated Financial Statements (Unaudited)...................   F-4


<PAGE>

Item 1. Financial Statements

                 Global Wireless Satellite Networks (USA), Inc.

                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               September 30, 2004


                                     ASSETS


CURRENT ASSETS
   Receivable from Australian government for value added tax       $    192,685
   Inventory of land and related improvements                        77,479,324
   Prepaid expenses                                                      50,216
                                                                   ------------
       Total Current Assets                                          77,722,225

PROPERTY AND EQUIPMENT, net of depreciation                           1,792,985
                                                                   ------------
                                                                   $ 79,515,210

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Bank overdraft                                                  $    216,565
   Current portion of long-term debt                                  3,385,529
   Accounts payable                                                     452,031
   Accrued expenses                                                     104,587
   Amounts due on properties purchased                               42,443,832
   Australian Federal income tax payable                              1,265,470
                                                                   ------------
       Total Current Liabilities                                     47,868,014

LONG-TERM DEBT
   Mortgages payable                                                 13,872,553
   Amounts due to principal stockholders                             16,884,441
                                                                   ------------
       Total Long-Term Debt                                          30,756,994

STOCKHOLDERS' EQUITY
   Preferred stock $0.01 par value, 10,000,000
       shares authorized, none issued and outstanding
   Common stock $0.001 par value, 90,000,000
      shares authorized, 85,554,334  issued and
      outstanding at September 30, 2004                                  85,554
   Retained earnings                                                    828,064
   Comprehensive loss                                                   (23,416)
                                                                   ------------
                                                                        890,202

                                                                   $ 79,515,210


          See accompanying notes to consolidated financial statements.

                                      F-1
<PAGE>

                 GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>
                                                 Three Months                   Nine Months
                                                    Ended                          Ended
                                                 September 30,                  September 30,
                                         -----------------------------------------------------------
                                             2004            2003            2004           2003
                                         -----------------------------------------------------------

<S>                                      <C>             <C>             <C>            <C>
NET SALES                                $      6,584    $     15,847    $  2,186,898   $     48,587

COSTS AND EXPENSES
   Cost of sales                                2,475       1,539,781
   General and administrative                 147,128         102,964         119,385        100,075
                                         ------------    ------------    ------------   ------------

       Total Costs and Expenses               149,603         102,964       1,659,166        100,075
                                         ------------    ------------    ------------   ------------
NET OPERATING INCOME (LOSS)                  (143,019)        (87,117)        597,732        (51,488)

OTHER INCOME (EXPENSE)
   Rental income                               21,067          69,286
   Interest income                                115           3,511          27,738          4,050
   Interest expense                           (17,675)        (27,524)
                                         ------------    ------------    ------------   ------------
          Total Other Income                    3,507           3,511          69,500          4,050
                                         ------------    ------------    ------------   ------------
NET  INCOME (LOSS) BEFORE INCOME TAXES        139,512         (83,606)        597,232         47,438

AUSTRALIAN INCOME TAXES                                                       310,561
                                         ------------    ------------    ------------   ------------


NET INCOME (LOSS)                        $   (139,512)   $    (83,606)   $    286,671   $    (47,438)
                                         ============    ============    ============   ============

NET (LOSS) INCOME PER COMMON SHARE

   Basic and diluted                     $      (0.01)   $      (0.01)   $       0.01   $      (0.01)
                                         ============    ============    ============   ============


WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                             85,554,334      85,554,334      85,554,334     85,554,334
                                         ============    ============    ============   ============

</TABLE>



          See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>

                 GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                                    September 30,
                                                               2004             2003

<S>                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss) income                                       $    286,671    $    (47,438)
   Changes in operating assets and liabilities:
     Accounts receivable                                                        825,581
     Corporate income tax payable                               309,683         650,022
     Accounts payable                                           214,541           1,723
     VAT taxes payable                                          (92,079)       (409,525)
     Inventory of land and related improvements              (3,712,129)    (49,012,067)
     Prepaid expenses                                           (50,215)
     Accrued expenses                                            97,131           1,690
                                                           ------------    ------------

          Net Cash Used in Operating Activities              (2,946,397)    (47,990,014)
                                                           ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments/amounts due to individuals                      (12,499,631)     36,649,207
   Amounts due to principal stockholders                      7,401,105       7,534,381
   Mortgages payable                                          7,854,766       4,520,073
                                                           ------------    ------------

               Net Cash Provided by Financing Activities      2,756,240      48,703,661
                                                           ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Payments for property and equipment                          (57,106)       (696,963)
                                                           ------------    ------------

          Net Cash Used in Investing Activities                 (57,106)       (696,963)
                                                           ------------    ------------

NET INCREASE IN CASH                                           (247,263)         16,684
NET EFFECT OF CURRENCY RATES                                     (2,060)         (7,627)
CASH, BEGINNING OF PERIOD                                        32,758           5,448
                                                           ------------    ------------
CASH, END OF PERIOD                                        $   (216,565)   $     14,505
                                                           ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>


                 GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               September 30, 2004


NOTE A - BASIS OF PRESENTATION

The accompanying  condensed consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of  normal  recurring  accruals)  considered  necessary  in  order  to make  the
financial  statements not misleading  have been included.  Results for the three
and nine months ended September 30, 2004 are not  necessarily  indicative of the
results that may be expected for the year ending  December 31, 2004. For further
information, refer to the financial statements and footnotes thereto included in
the Global Wireless Satellite Networks' (USA), Inc. annual report on Form 10-KSB
for the year ended December 31, 2003 and the Form 8K filed in September 2004.

NOTE B -  REVERSE MERGER

On September 4, 2004,  the  stockholders  of  Australian  agriculture & Property
Management Ltd, No. 2 Holdings Pty, Ltd and Victoria Land  Development  Pty, Ltd
(collectively  "AAPD") acquired  85,000,000 shares of Global Wireless  Satellite
Networks  (USA),  Inc.  (the  "Company")  common stock in an exchange of shares,
thereby  obtaining control of the company.  Subsequent to the acquisition,  AAPD
controlled  99%  of  the  outstanding  common  stock  of the  company.  In  this
connection,  AAPD  became a  wholly  owned  subsidiary  of the  Company  and its
officers and directors replaced the Company's  officers and directors.  Prior to
the  acquisition,  the Company was a  non-operating  public  shell  corporation.
Pursuant to Securities and Exchange  Commission rules, the merger or acquisition
of a private  operating  company into a non-operating  public shell  corporation
with nominal net assets is considered a capital  transaction.  Accordingly,  for
accounting purposes,  the acquisition has been treated as an acquisition of AAPD
by the Company and a  recapitalization  of Global  Wireless  Satellite  Networks
(USA), Inc. Since the merger is a recapitalization  of Global Wireless Satellite
Networks (USA), Inc. and not a business  combination,  pro-forma  information is
not presented.

NOTE C -  INVENTORY OF LAND AND RELATED IMPROVEMENTS

The  Company   purchases  large  tracks  of  land  for  development  and  future
subdivision.  During the  development  stage,  the company will complete all the
required  infrastructure and ready the land for sale to home builders.  The cost
of development  includes land cost and all related professional and construction
costs to improve the land and obtain the requisite governmental approvals.

                                      F-4

<PAGE>

                 GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               September 30, 2004


NOTE D - LONG-TERM DEBT

Long-term debt at September 30, 2004 is as follows:

          Mortgages payable                                          $17,258,082
          Amounts due to principal stockholders                       16,884,441
                                                                    ------------
                                                                      34,142,523

          Less current portion of mortgages payable                    3,385,529
                                                                   -------------

                                                                     $30,756,994

The mortgages  payable are primarily with an Australian  financial  institution,
RMBL  Investment  Limited.  The mortgages  were obtained at various  dates.  The
mortgages  are secured by the  property  and carry  interest  rates of 12.25% if
payments  are not made timely and 8.25% if payments are made as  scheduled.  The
principal and interest payments are due quarterly.

The amounts due to principal stockholders are unsecured, interest free, and have
no specific repayment provisions.  Had the amount been borrowed from a financial
institution, average interest expense would approximate $140,000 per year.

NOTE E - AMOUNTS DUE ON PROPERTY PURCHASES

Included in the inventory of land and related improvements at September 30, 2004
are  properties  valued at  $42,433,832  which the Company has under contract to
purchase and which the contracts are in various stages of execution.  Should the
Company  not  purchase  the  properties,  the  Company is  subject to  penalties
including  price  differential  should the seller  sell the  property at a lower
price.  Subsequent to September 30, 2004,  the Company has settled on properties
valued at  $9,800,463,  has entered into  agreements to sell their  contracts on
properties  valued at $15,974,505  and have agreed to settle in 2005  properties
valued at $16,658,864.

                                      F-5
<PAGE>


ITEM 2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
RESULTS OF OPERATION

The following  should be read in conjunction  with our financial  statements and
the related notes that appear  elsewhere in this Annual  Report.  The discussion
contains  forward-looking  statements  that  reflect  our plans,  estimates  and
beliefs.  Our actual results could differ materially from those discussed in the
forward-looking  statements.  Factors  that could cause or  contribute  to these
differences include, but are not limited to, those discussed below.

On September 4, 2004,  the Company  entered  into an agreement  with  Australian
Agriculture & Property Management Ltd., No 2 Holdings Pty Ltd and Victorian Land
Development Pty Ltd  (collectively,  "AAPD") to issue  85,000,000  shares of its
common stock, in the aggregate to: (i) the  shareholders of AAPD; (ii) Hemingway
Corporate  Ventures,  S.A.; and (iii) various  consultants of the Company.  As a
result,  AAPD became  wholly-owned  subsidiaries of the Company. As of September
30, 2004, the Company has considered this transaction  closed from an accounting
standpoint,  however  some  administrative  matters  remain  open and  should be
completed by the end of November 2004.

The AAPD entities are property development companies with significant assets in
Australia. As a result of the AAPD merger, the Company is now in the business of
land development in Australia and we are currently retaining a local auditing
firm to prepare our audited financial statements.

On October 25, 2004, the Company's independent accountant, Tedder, James, Worden
& Associates,  P.A. resigned as a result of our acquisition of the AAPD entities
and the lack of its expertise in the property development business of Australia.
There  were  no  disagreements  with  such  firm  on any  matter  of  accounting
principals or practice,  financial  statement  disclosure,  or auditing scope or
procedure.  We have not retained a replacement independent accounting firm as of
the date of this report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the its financial statements, which have been prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  The preparation of these financial  statements  requires the Company to
make  estimates  and  judgments  that  affect  the  reported  amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and  liabilities.  On an on-going  basis,  the Company  evaluates its estimates,
including  those  related  to bad  debts,  income  taxes and  contingencies  and
litigation.  The Company  bases its estimates on  historical  experience  and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances,  the results of which form the basis for making  judgments  about
carrying  values of assets and  liabilities  that are not readily  apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.


Item 3.     Controls and Procedures.

      (a) Our principal  executive  officer and principal  financial officer has
      evaluated the effectiveness of our disclosure  controls and procedures (as
      defined in  Exchange  Act Rules  13a-14 and 15d-14) as of a date within 90
      days prior to the filing date of this  quarterly  report and has concluded
      that our disclosure controls and procedures are adequate.

<PAGE>

      (b) There were no significant changes in our internal controls or in other
      factors that could  significantly  affect these controls subsequent to the
      date of their evaluation,  including any corrective actions with regard to
      significant deficiencies and material weaknesses.

      (c) Not applicable



<PAGE>


                                     PART II

Item 1. Legal Proceedings
None.

Item 2. Changes in Securities
None

Item 3. Defaults Upon Senior Securities
None

Item 4. Submission of Matters to a Vote of Security Holders
None

Item 5. Other Information
None

Item 6. Exhibits and Reports on Form 8-K

a. Exhibit Index

Exhibit 99.1 Certification of President and Principal Financial Officer

Exhibit 99.2 Certification of President and Principal Financial Officer


<PAGE>


b. Reports on Form 8-K

On September 1, 2004,  the Company filed an 8-K with the Securities and Exchange
Commission  with respect to the departure of Mr. Joel Bloomer the Company's sole
director  and the  appointment  of Mr.  Harry  Chauhan as its sole  officer  and
director.

On September 15, 2004, the Company filed an 8-K with the Securities and Exchange
Commission with respect to the exchange transaction with AAPD.

On October 25, 2004,  the Company filed and 8-K with the Securities and Exchange
Commission  with  respect to the  resignation  of our  independent  accountants,
Tedder, James, Worden & Associates, P.A.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.

/s/ Harry Chauhan
--------------------------
Name: Harry Chauhan
Title: President, Chief Financial Officer and Chairman of the Board
Date:  November 22, 2004