UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB


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

                 For the quarterly period ended March 31, 2004.


       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
      For the transition period from _________________ to _________________


                             Commission File Number


                 GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


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

                            PO BOX 2524 STN TERMINAL
                                 VANCOUVER, B.C
                     ---------------------------------------
                    (address of principal executive offices)

                                     V6B 3W8
                                   ----------
                                   (Zip Code)


                    Issuer's telephone number (604) 669-6261


         ---------------------------------------------------------------
         (Former Name, Former Address and Former Fiscal year, if Changed
                               Since Last Report)


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 requirements for the past 90 days. Yes [ X ] No [ ]

As of May 14, 2004,  1,054,334  shares of the issuer's  common stock,  par value
$0.001 per share, were outstanding.

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


                                      1

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>                                                                                 <C>
PART 1 - FINANCIAL INFORMATION                                                       3
       Item 1     FINANCIAL STATEMENTS (UNAUDITED)                                   3
       Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION          8
       Item 3.    CONTROLS AND PROCEDURES                                            8

PART II - OTHER INFORMATION
       Item 1.    LEGAL PROCEEDINGS                                                  9
       Item 5.    OTHER INFORMATION                                                  9
       Item 6.    EXHIBITS AND REPORTS ON FORM 8-K                                   9

SIGNATURES                                                                          10
</TABLE>



                                      2

<PAGE>

                 GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                      FOR THE QUARTER ENDED MARCH 31, 2004


PART 1.     FINANCIAL INFORMATION

            ITEM 1.     FINANCIAL STATEMENTS

                        INTERIM BALANCE SHEET (UNAUDITED) AS OF MARCH 31, 2004

                        INTERIM  STATEMENTS  OF OPERATIONS  (UNAUDITED)  FOR THE
                        THREE   MONTHS   ENDED  MARCH  31,  2004  AND  2003  AND
                        CUMULATIVE FOR THE PERIOD FROM MARCH 8, 2000 (INCEPTION)
                        TO MARCH 31, 2004

                        INTERIM  STATEMENTS  OF CASH FLOWS  (UNAUDITED)  FOR THE
                        THREE   MONTHS   ENDED  MARCH  31,  2004  AND  2003  AND
                        CUMULATIVE FOR THE PERIOD FROM MARCH 8, 2000 (INCEPTION)
                        TO MARCH 31, 2004

                        NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


                                      3

<PAGE>


GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET
(UNAUDITED)


<TABLE>
<CAPTION>
                                                                                  March 31, 2004
                                                                                -----------------
<S>                                                                             <C>
Assets                                                                          $        -
------                                                                          ==============

Liabilities and Stockholders' Deficit
-------------------------------------
Current liabilities:
         Accounts payable                                                              174,836
         Advances from officers and stockholders                                        49,492
                                                                                --------------

                  Total current liabilities                                            224,328

Stockholders' deficit
         Preferred stock, $0.001 par value, 10,000,000
                  shares authorized, no shares issued and outstanding                    -
         Common stock, $0.001 par value, 90,000,000 shares
                  authorized, 554,334 shares issued and outstanding                        554
         Additional paid-in capital                                                  1,073,650
         Deficit accumulated during the development stage                           (1,258,532)
         Notes receivable from officer and stockholder                                (40,000)
                                                                                --------------

                  Total stockholders' deficit                                        (224,328)
                                                                                --------------

                  Total liabilities and stockholders' deficit                   $        -
                                                                                ==============
</TABLE>



                See accompanying notes to financial statements.

                                      4

<PAGE>

GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM STATEMENTS OF OPERATIONS
(with cumulative figures from inception)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                          Cumulative for
                                                                                                          the period from
                                                     For the Three              For the Three             March 8, 2000
                                                     Months Ended               Months Ended              (inception) to
                                                     March 31, 2004             March 31, 2003            March 31, 2004
                                                     --------------             --------------            --------------
<S>                                                  <C>                        <C>                        <C>
Revenue                                              $       -                  $        -                $         -

Expenses:
         Research and development expenses                                                                     397,115
         General and administrative expenses              10,174                      13,794                   732,833
         Interest expense                                    -                           -                      68,071
         Depreciation                                        -                           -                       1,762
         Forgiveness of notes receivable
                  from officers and directors                -                           -                      57,027
         Write-off of patent expenses                        -                           -                     112,952
         Impairment of fixed assets                          -                           -                       3,498
                                                     -----------                -------------              -----------

                  Total expenses                          10,174                      13,794                 1,373,258

Gain on sale of intellectual property                         -                            -                   106,901
Interest income                                            2,000                           -                     7,825
                                                     -----------                -------------              -----------

                  Net loss                                (8,174)                    (13,794)              (1,258,532)
                                                     ============               =============              ===========

Basic and diluted net loss per common share           $    (0.02)               $      (0.01)
                                                     ============               =============

Weighted average common shares outstanding:
         basic and diluted                               554,326                   1,201,326
                                                     ============               =============
</TABLE>




                See accompanying notes to financial statements.

                                      5

<PAGE>


GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM STATEMENTS OF CASH FLOWS
(with cumulative figures from inception)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                          Cumulative for
                                                                                                          the period from
                                                                       For The Three    For The Three     March 8, 2000
                                                                       Months Ended     Months Ended      (inception) to
                                                                       March 31, 2004   March 31, 2003    March 31, 2004
                                                                       --------------   --------------    --------------
<S>                                                                   <C>                <C>               <C>
Cash flows from operating activities:
     Net loss                                                          $ (8,174)          (13,794)           (1,258,532)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
           Depreciation of equipment                                          -              -                    1,762
           Write-off patent costs                                             -              -                  112,952
           Impairment of fixed assets                                         -              -                    3,498
           Assumption of legal fees by Cobalt Energy, LLC                     -              -                 (100,901)
           Forgiveness of notes receivables
             from officers and stockholders                                   -              -                   57,027
           Value of services contributed to the Company
             by certain executive officers                                    -              -                  187,500
           Consulting fee paid by issuance of
             common stock                                                     -              -                   79,000
           Receivable - interest due from officer                             -              -                   (2,100)
           Interest expense paid by issuance of common stock                  -              -                   60,000
Changes in assets and liabilities:
           Increase (decrease) in accounts payable                       (2,621)            3,385               403,190
                                                                     -----------        -----------           ----------

                  Net cash used in operating activities                 (10,795)          (10,409)             (456,604)

Cash flows from investing activities:
     Purchase of equipment                                                    -              -                   (5,260)
     Payments of patent application costs                                     -              -                 (112,952)
     Advances to officers and stockholders                                    -              -                 (116,599)
                                                                    ------------        -----------           ----------

                  Net cash used in investing activities                       -              -                 (234,811)

Cash flows from financing activities:
     Proceeds from issuance of common stock, net                              -              -                  621,106
     Proceeds from convertible note payable                                   -              -                  100,000
     Advances from consulting firm                                            -              -                   10,900
     Advances from officers and stockholders                             10,795             9,077                60,264
     Payments for expenses of public offering                                 -              -                 (100,855)
                                                                    ------------         -----------          ----------

                  Net cash provided by financing activities              10,795             9,077               691,415
                                                                    ------------         ------------         ----------

                  Net decrease in cash                                        -            (1,332)                    -

Cash, at beginning of period                                                  -             1,415                     -
                                                                    ------------         ------------         ----------

Cash, at end of period                                            $           -                83                     -
                                                                   =============         =============        ==========

Supplemental schedule of non-cash financing activities:
     Conversion of convertible notes and accrued interest to
        common stock                                              $           -                 -               160,000
                                                                   -------------         -----------          ----------


     Conversion of accounts payable to common stock               $           -                 -               127,453
                                                                   -------------         ------------         ----------


During 2003,  $10,900 was  reclassified  from advances from
     consulting  firm to advances from officers and stockholders
     as a result of an officer/shareholder assuming a liability on
     behalf of the Company
</TABLE>



               See accompanying notes to financial statements.

                                      6

<PAGE>

GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2004 and 2003

NOTE 1.  STATEMENT OF INFORMATION FURNISHED

The accompanying  unaudited condensed financial  statements as of March 31, 2004
and for the three months ended March 31, 2004 and 2003 and the cumulative period
from  March 8,  2000  (Inception)  to March  31,  2004  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America  for  interim  financial  information  and  pursuant  with the rules and
regulations  of  the  Securities  and  Exchange   Commission  for  Form  10-QSB.
Accordingly,   the  condensed  financial  statements  do  not  include  all  the
information  and  notes  to the  financial  statements  required  by  accounting
principles  generally  accepted  in the United  States of America  for  complete
financial statements.  In the opinion of management,  the accompanying unaudited
condensed  financial  statements  contain all  adjustments  (consisting  of only
normal recurring  adjustments)  considered  necessary for a fair presentation of
Global Wireless Satellite Networks (USA), Inc.'s financial position,  results of
operations,  and cash flows for the periods  presented.  These results have been
determined  on the basis of  accounting  principles  generally  accepted  in the
United  States of  America  and  applied  consistently  with  those  used in the
preparation of the Company's 2003 financial statements.

The results of operations for the interim  periods ended March 31, 2004 and 2003
are not necessarily  indicative of the results to be expected for the full year.
These  interim  financial  statements  should  be read in  conjunction  with the
December  31,  2003  financial  statements  and  related  notes  included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2003.

NOTE 2.  GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company is dependent upon raising
additional capital and/or obtaining  financing to continue its development stage
operations.  The financial  statements do not include any adjustments that might
result from the outcome of this  uncertainty.  It is management's  plan to raise
additional funds through private placements.

NOTE 3.  ORGANIZATION

On  January  30,  2004,  the  Company  agreed  to  acquire  all the  issued  and
outstanding  common  shares  of  Global  Wireless  Satellite  Networks  Inc.,  a
satellite   telecommunication  company  providing   telecommunication   services
initially  to isolated  communities  in the far northern  regions of Canada.  On
March 24,  2004,  the  companies  agreed it was not in their  best  interest  to
proceed and the acquisition has been rescinded.

NOTE 4.  NET INCOME (LOSS) PER SHARE

Net income (loss) per common share was calculated under SFAS No. 128,  "Earnings
per Share."  Basic net income  (loss) per share is computed by dividing  the net
loss by the weighted average outstanding shares of 554,326 and 1,201,326 for the
three  months  ended  March 31,  2004 and 2003,  respectively.  Inasmuch  as the
Company has incurred losses, the effect of dilutive securities has been excluded
from the computation, as they are antidilutive.

NOTE 5.  SUBSEQUENT EVENTS

In April, 2004, the president of the company resigned.

On May 6, 2004,  the board of directors for the Company  elected a new president
of the Company and  authorized  the issuance of 500,000  shares of the Company's
common stock to Paradon  Capital Inc. to settle an outstanding  debt of $40,000.
The board also approved the  cancellation of 32,500 stock options of the current
officers of the Company.

                                      7

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

The current business plan of Global Wireless  Satellite  Networks (USA), Inc. is
to seek,  investigate,  and, if  warranted,  acquire one or more  properties  or
businesses,   and  to  pursue  other  related  activities  intended  to  enhance
shareholder  value.  The  acquisition of a business  opportunity  may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business  entity,  such  as  a  corporation,   joint  venture,  or  partnership.
Therefore,  the  Company  does not expect to conduct any  product  research  and
development  or purchase  plant and  significant  equipment  for the next twelve
months.

The Company is seeking additional financing through bank borrowings,  private or
public debt,  equity financing or otherwise.  There can be no assurance that any
such financing will be available to the Company on acceptable  terms, or at all.
The Company's  inability to obtain necessary  additional  financing would have a
material adverse effect on the Company's operations. In addition, the failure to
obtain additional financing raises substantial doubt about the Company's ability
to continue as a going  concern,  and in such event the Company will most likely
have to curtail or discontinue its operations.

Currently,  the  Company  does not have any  employees,  except for our  current
officers.  All of the officers  are employed on a part time basis,  and none are
currently  paid a salary,  accruing  salaries,  or  represented  by a collective
bargaining agreement.

Special Note Regarding Forward-Looking Statements
-------------------------------------------------

The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides
a safe  harbor  for  forward-looking  statements  made  by or on  behalf  of the
Company.  The  Company  and its  representatives  may,  from time to time,  make
written or verbal forward-looking statements,  including statements contained in
the Company's  filings with the  Securities  and Exchange  Commission and in its
reports  to  stockholders.  Generally,  the  inclusion  of the words  "believe",
"expect", "intend",  "estimate",  "anticipate",  "will", and similar expressions
identify  statements that  constitute  "forward-looking  statements"  within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act of 1934 and that are  intended to come within the safe
harbor protection provided by those sections.

All statements  addressing  events or  developments  that the Company expects or
anticipates will occur in the future,  including statements  expressing optimism
or pessimism about future results (in particular,  statements under Part I, Item
2,   Management's   Discussion  and  Analysis  or  Results  of  Plan),   contain
forward-looking   statements   within  the  meaning  of  the  Reform  Act.   The
forward-looking  statements are and will be based upon management's then-current
views and assumptions regarding future events and operating performance, and are
applicable only as of the dates of such statements but there can be no assurance
that the  statement  of  expectation  or belief  will  result or be  achieved or
accomplished.  In addition,  the Company  undertakes  no obligation to update or
revise any forward-looking  statements,  whether as a result of new information,
future events, or otherwise.  By their nature,  all  forward-looking  statements
involve risk and uncertainties.  Actual results may differ materially from those
contemplated  by  the  forward-looking  statements  for  a  number  of  reasons,
including  but not  limited:  competitive  prices  pressures,  changes in market
demand,  changing  technology,  and general  economic,  financial  and  business
conditions.

Off-Balance Sheet Arrangements
------------------------------

The  Company  does  not  maintain  off-balance  sheet  arrangements  nor does it
participate in non-exchange  traded  contracts  requiring fair value  accounting
treatment.

Item 3. Controls and Procedures

Our principal  executive  officer and principal  financial officer evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules  13a-15(e) and  15d-15(c)  under the  Securities  Exchange Act of 1934, as
amended)  as of the end of the  period  covered  by this  report.  Based on this
evaluation,  the Company's  principal  executive officer and principal financial
officer have concluded that the Company's  controls and procedures are effective
in providing  reasonable assurance that the information required to be disclosed
in this report has been recorded,  processed,  summarized and reported as of the
end of the period covered by this report.

During the period  covered by this report,  there have not been any  significant
changes in our internal  controls or, to our  knowledge,  in other  factors that
could significantly affect our internal controls.

                                      8

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

During the quarter  ended March 31, 2004,  Global  Wireless  Satellite  Networks
(USA), Inc. was not a party to any pending legal proceeding nor was its property
the subject of a pending legal proceeding.


Item 5. Other Information

On April 15, 2004 , Dennis W. Mee resigned as director, President and CEO.
There was no disagreement with Global Wireless Satellite Networks (USA), Inc. on
any matter relating to the Company's operations, policies or practices.

On May 6, 2004,  Scott Kostiuk was elected  President by the Board of Directors.
At the same time,  the  Company  accepted  the offer of Scott  Kostiuk  and Joel
Bloomer to terminate  their stock options  granted  August 11, 2001.  Also,  the
Company  agreed to issue 500,000  shares to Paradon  Capital,  Inc. to settle an
outstanding debt of $40,000.

On May 10,  2004,  Ken Thorpe was removed  from the Board of  Directors  through
majority consent of the shareholders.


Item 6. Exhibits and Reports on Form 8-K

(a) The following exhibits are included herein:

     Exhibit      Description

     31.1         Certification Pursuant to Rule 13a-14 of the Securities
                  Exchange Act of 1934.
     32           Certifications Pursuant to Rule 13a-14(b) of the Securities
                  Exchange Act of 1934.


(b) Reports on Form 8-K filed during the quarter ended March 31, 2004:

1.      On January 30, 2004, the Company announced the acquisition of Global
        Wireless Satellite Networks, Inc.; and
2.      On March 24, 2004, the Company announced the rescission of the agreement
        to acquire Global Wireless Satellite Networks, Inc.

                                      9

<PAGE>

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.


                  Date: May 17, 2004            /s/ Scott Kostiuk
                                                ---------------------------
                                                Scott Kostiuk
                                                President, Secretary & Treasurer
                                                Chief Executive Officer and
                                                Chief Financial Officer



                                      10

<PAGE>

Exhibit 31.1 Certification Pursuant to Rule 13a-14 of the Securities Exchange
Act of 1934




 I, Scott Kostiuk, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Global Wireless
    Satellite Networks (USA), Inc.;

2.  Based on my knowledge,  this report does not contain any untrue statement of
    a  material  fact or omit to state a  material  fact  necessary  to make the
    statements made, in light of the  circumstances  under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information included in this report, fairly present in all material respects
    the financial  condition,  results of operations and cash flows of the small
    business issuer as of, and for, the periods presented in this report;

4.  The  small  business   issuer's  other  certifying   officer(s)  and  I  are
    responsible  for  establishing  and  maintaining   disclosure  controls  and
    procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) and
    internal control over financial  reporting (as defined in Exchange Act Rules
    13a-15(f) and 15d-15(f)) for the small business issuer and have:

a.  Designed such disclosure controls and procedures,  or caused such disclosure
    controls and procedures to be designed under our supervision, to ensure that
    material  information  relating to the small business issuer,  including its
    consolidated  subsidiaries,  is made  known  to us by  others  within  those
    entities,  particularly  during  the  period in which  this  report is being
    prepared;

b.  Designed  such internal  control over  financial  reporting,  or caused such
    internal  control  over  financial   reporting  to  be  designed  under  our
    supervision,  to provide reasonable  assurance  regarding the reliability of
    financial reporting and the preparation of financial statements for external
    purposes in accordance with generally accepted accounting principles;

c.  Evaluated  the  effectiveness  of  the  small  business  issuer's disclosure
    controls and procedures and presented in this report our  conclusions  about
    the effectiveness of the disclosure controls  and  procedures, as of the end
    of the period covered by this report based on such evaluation; and

d.  Disclosed in this report any change in the small business  issuer's internal
    control over  financial  reporting  that occurred  during the small business
    issuer's  most recent fiscal  quarter (the small  business  issuer's  fourth
    fiscal  quarter  in the  case  of an  annual  report)  that  has  materially
    affected,  or is reasonably likely to materially  affect, the small business
    issuer's internal control over financial reporting; and

5.  The  small  business  issuer's  other  certifying   officer(s)  and  I  have
    disclosed,  based on our most recent  evaluation  of internal  control  over
    financial  reporting,  to the small business issuer's auditors and the audit
    committee of the small  business  issuer's  board of  directors  (or persons
    performing the equivalent functions):

a.  All  significant  deficiencies  and  material  weaknesses  in the  design or
    operation of internal control over financial  reporting which are reasonably
    likely to adversely  affect the small business  issuer's  ability to record,
    process, summarize and report financial information; and

b.  Any fraud,  whether  or not  material,  that  involves  management  or other
    employees  who  have a  significant  role  in the  small  business  issuer's
    internal control over financial reporting.



Date: May 17, 2004

/s/ Scott Kostiuk
------------------
Chief Executive Officer and Chief Financial Officer

                                     11

<PAGE>

Exhibit 32: Certification(s) Pursuant to Rule 13a-14(b) of the Securities
Exchange Act of 1934




                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)



In connection with the Quarterly  Report of Global Wireless  Satellite  Networks
(USA),  Inc., a Delaware  corporation  (the  "Company"),  on Form 10-QSB for the
period  ending  March  31,  2004,  as filed  with the  Securities  and  Exchange
Commission (the  "Report"),  Scott Kostiuk,  Chief  Executive  Officer and Chief
Financial  Officer of the Company,  does hereby certify,  pursuant to ss. 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that to his knowledge:



(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and



(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.



/s/ Scott Kostiuk
---------------------
Scott Kostiuk
Chief Executive Officer and Chief Financial Officer

May 17, 2004

                                      12
<PAGE>