<PAGE>




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


                                   FORM 10KSB


[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD
                     FROM _______________________ TO _____________


                        COMMISSION FILE NUMBER 000-32467


                 GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


            DELAWARE                                             13-4105842
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                             IDENTIFICATION NO.)


                            PO BOX 2524 STN TERMINAL
                                 VANCOUVER, B.C.
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                     V6B 3W8
                                   (ZIP CODE)


                    ISSUER'S TELEPHONE NUMBER (604) 669-6261


      SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: NONE


         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE


 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. [X] Yes [ ] No


Check if there is no disclosure of delinquent filers in response to Item 405 of
    Regulation S-B is not contained in this form, and no disclosure will be
    contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
                   or any amendment to this Form 10-KSB. [X]

             Issuer's revenues for its most recent fiscal year. $0.


 As of March 30, 2004, the aggregate market value of the voting and non-voting
common equity held by non-affiliates (assuming that the issuer's only affiliates
    are its officers, directors and 10% or greater stockholders) computed by
 reference to the price at which the common equity was sold, or the average bid
              and asked price of such common equity, was $157,237


As of March 30, 2004, the number of shares outstanding of the issuer's common
shares, was 554,334


                    Documents incorporated by reference: None


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


<PAGE>


TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART 1
<S>               <C>                                                                   <C>
       Item 1     DESCRIPTION OF BUSINESS                                               2
       Item 2.    DESCRIPTION OF PROPERTY                                               3
       Item 3.    LEGAL PROCEEDINGS                                                     9
       Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   9

PART II
       Item 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS              10
       Item 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION             10
       Item 7.    FINANCIAL STATEMENTS                                                  12
       Item 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE                                              26
       Item 8A.   CONTROLS AND PROCEDURES                                               26
       Item 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                     26

PART III
       Item 10.   EXECUTIVE COMPENSATION                                                27
       Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS                                       28
       Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        29
       Item 13.   EXHIBITS AND REPORTS ON FORM 8-K                                      30
       Item 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES                                30

SIGNATURES                                                                              32
</TABLE>



<PAGE>


PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

All references in this prospectus to "we", "us", "our", "the Company" and
"Global Wireless Satellite Networks (USA)" are intended to refer to Global
Wireless Satellite Networks (USA), Inc.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-KSB contains certain 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. When used in this report, the words
"believe," "anticipate," "think," "intend," "plan," "expect," "project," "will
be" and similar expressions identify such forward-looking statements. The
forward-looking statements included herein are based on current expectations and
assumptions that involve a number of risks and uncertainties. Such statements
regarding future events and/or the future financial performance of the Company
are subject to certain risks and uncertainties, such as delays in the completion
or release of products, the availability of financing, the achievement of sales
assumptions as projected, the risk of war, terrorism and similar hostilities,
the possible lack of consumer appeal and acceptance of products released by the
Company, fluctuations in demand, that competitive conditions within the
Company's markets will not change materially or adversely, that the Company's
forecasts will accurately anticipate market demand, and the risks discussed in
"Factors Affecting Future Performance", which could cause actual events or the
actual future results of the Company to differ materially from any
forward-looking statement. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, the business and operations of the
Company are subject to substantial risks that increase the uncertainty inherent
in the forward-looking statements. In light of the significant risks and
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such statements should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved.

(a) Business Development.

Global Wireless Satellite Networks (USA), Inc. (the "Company"), a development
stage company incorporated in March 2000, has its principal offices at 27
Alexander Street, #706, Vancouver, B.C., V6A 1B2, Canada. The telephone number
is (604) 669-6261. Through December 31, 2003, the Company has generated no
revenues from operations.

Pursuant to written consent of a majority of the outstanding common stock taken
September 2, 2003, the Company has amended its Certificate of Incorporation to
change the Company's name from Indigo Energy, Inc. to Global Wireless Satellite
Networks (USA), Inc.

(b) Business of Issuer.

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

The Company no longer intends to design, develop, manufacture and market
reliable electrical backup power supplies primarily for the telecommunication
industry. The Company has not identified new products or services and their
markets. No new products or services have been announced publicly.

The Company's current business plan 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.

At the present time, the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.

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.
Subsequently, the companies agreed it was not in their best interests to proceed
and the agreement was rescinded on March 24, 2004.

It is anticipated that the Company's officers and directors will contact
broker-dealers and other persons with whom they are acquainted who are involved
in corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses they represent have an interest in
considering a merger or acquisition with the Company. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, given that little funds are available for acquisitions, or that any
acquisition that occurs will be on terms that are favorable to the Company or
its stockholders.

The Company's search will be directed toward small and medium-sized enterprises
that have a desire to become public corporations. The Company anticipates that
the business opportunities presented to it will (1) be recently organized with
no operating history, or a history of losses attributable to
under-capitalization or other factors; (2) be experiencing financial or
operating difficulties; (3) be in need of funds to develop a new product or
service or to expand into a new market; (4) be relying upon an untested product
or marketing concept; or (5) have a combination of the characteristics mentioned
in (1) through (4). The Company intends to concentrate its acquisition efforts
on properties or businesses that it believes to be undervalued. Given the above
factors, investors should expect that any acquisition candidate might have a
history of losses or low profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources. The Company's
discretion in the selection of business opportunities is unrestricted, subject
to the availability of such opportunities, economic conditions, and other
factors.

As a consequence of the registration of its securities, any entity which has an
interest in being acquired by, or merging into, the Company, is expected to be
an entity that desires to become a public company and establish a public trading
market for its securities. In connection with such a merger or acquisition, it
is highly likely that an amount of stock constituting control of the Company
would be issued by the Company or purchased from the current principal
shareholders of the Company by the acquiring entity or its affiliates. If stock
is purchased from the current shareholders, the


                                       2
<PAGE>

transaction is very likely to result in substantial gains to them relative to
their purchase price for such stock. In the Company's judgment, none of its
officers and directors would thereby become an "underwriter" within the meaning
of the Section 2(11) of the Act. The sale of a controlling interest by certain
principal shareholders of the Company could occur at a time when the other
shareholders of the Company remain subject to restrictions on the transfer of
their shares.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign management positions with the Company in connection
with the Company's acquisition of a business opportunity. In the event of such a
resignation, the Company's current management would not have any control over
the conduct of the Company's business following the Company's combination with a
business opportunity.

It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

The Company does not foresee that it would enter into a merger or acquisition
transaction with any business with which its officers or directors are currently
affiliated. However, existing corporate policy does not prevent the Company from
entering into a transaction with a related party, and management is unaware of
any circumstances under which this policy will change. It is not the current
intention of management to promote other blank check entities.

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

To a large extent, a decision to participate in a specific business opportunity
may be made upon management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the Company will derive from becoming a publicly held entity, and numerous other
factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific business opportunity may not necessarily
be indicative of the potential for the future because of the possible need to
shift marketing approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business opportunity to identify
any such problems that may exist and to implement, or be primarily responsible
for the implementation of, required changes. Because the Company may participate
in a business opportunity with a newly organized firm or with a firm which is
entering a new phase of growth, it should be emphasized that the Company will
incur further risks, because management in many instances will not have proved
its abilities or effectiveness, the eventual market for such company's products
or services will likely not be established, and such company may not be
profitable when acquired. The Company is unable to predict the approximate
number of merger candidates with which it might make contact.

It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's shareholders pursuant to the
authority and discretion of the Company's management to complete acquisitions
without submitting any proposal to the stockholders for their consideration.
Holders of the Company's securities should not anticipate that the Company
necessarily would furnish such holders, prior to any merger or acquisition, with
financial statements, or any other documentation, concerning a target company or
its business. In some instances, however, the proposed participation in a
business opportunity may be submitted to the stockholders for their
consideration, either voluntarily by such directors to seek the stockholders'
advice and consent or because state law so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's president, who is not a professional business
analyst. Although there is no current plan to do so, Company management may hire
and pay a finder's fee to a registered broker-dealer to assist in the
investigation and selection of business opportunities. In addition, the Company
may pay a finder's fee to a registered broker-dealer who introduces candidates
with which the Company successfully merges or commits to a business combination.
The Company does not intend to have anyone solicit on its behalf candidates in
exchange for a fee. There will not be any general solicitation by anyone acting
as a finder. Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities, no policies have been adopted regarding use of such consultants
or advisors, the criteria to be used in selecting such consultants or advisors,
the services to be provided, the term of service, or regarding the total amount
of fees that may be paid. However, because of the limited resources of the
Company, it is likely that any such fee the Company agrees to pay would be paid
in stock and not in cash. Otherwise, the Company anticipates that it will
consider, among other things, the following factors:

     o    Potential for growth and profitability, indicated by new technology,
          anticipated market expansion, or new products;

     o    The Company's perception of how any particular business opportunity
          will be received by the investment community and by the Company's
          stockholders;

     o    Whether, following the business combination, the financial condition
          of the business opportunity would be, or would have a significant
          prospect in the foreseeable future of becoming sufficient to enable
          the securities of the Company to qualify for listing on an exchange or
          on a national automated securities quotation system, such as NASDAQ,
          so as to permit the trading of such securities to be exempt from the
          requirements of Rule 15c2-6 recently adopted by the Securities and
          Exchange Commission (the "SEC"). See "Factors Affecting Future
          Performance - Regulation of Penny Stocks";

     o    Capital requirements and anticipated availability of required funds,
          to be provided by the Company or from operations, through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;

     o    The extent to which the business opportunity can be advanced;

                                       3
<PAGE>

     o    Competitive position as compared to other companies of similar size
          and experience within the industry segment as well as within the
          industry as a whole;

     o    Strength and diversity of existing management, or management prospects
          that are scheduled for recruitment;

     o    The cost of participation by the Company as compared to the perceived
          tangible and intangible values and potential; and

     o    The accessibility of required management expertise, personnel, raw
          materials, services, professional assistance, and other required
          items.

The Company will contact persons and companies with which its officers have an
acquaintance to make known the search for an acquisition candidate for the
Company. The Company does not intend to advertise in media. The Company will
screen potential acquisitions initially based upon whether a candidate has a
going business, audited financial statements for prior fiscal years, and
management experience in the industry.

No investors are intended to be solicited by the Company in connection with an
acquisition. No one has advanced operational funding to the Company in the past
other than certain shareholders.

In regard to the possibility that the shares of the Company would qualify for
listing on NASDAQ, the current standards include, among other things, the
requirements that the issuer of the securities that are sought to be listed have
total stockholders' equity of at least $5,000,000 or total market capitalization
of at least $50,000,000, or net income of at least $750,000. Many, and perhaps
most, of the business opportunities that might be potential candidates for a
combination with the Company would not satisfy the NASDAQ listing criteria.

No one of the factors described above will be controlling in the selection of a
business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of any future specific
proposals, none of which have been submitted to the Company, and the selection
of a business opportunity may take several months or more.

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials regarding the
business opportunity containing such items as a description of products,
services and company history; management resumes; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.

As part of the Company's investigation, the Company's executive officers and
directors may meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

It is possible that the range of business opportunities that might be available
for consideration by the Company could be limited by the impact of SEC
regulations regarding purchase and sale of "penny stocks." The regulations would
affect, and possibly impair, any market that might develop in the Company's
securities until such time as they qualify for listing on NASDAQ or on another
exchange which would make them exempt from applicability of the "penny stock"
regulations.

Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates that have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.

There are no current loan arrangements or arrangements for any financing
whatsoever relating to any business opportunities.

FORM OF ACQUISITION

It is impossible to predict the manner in which the Company may participate in a
business opportunity. Specific business opportunities will be reviewed as well
as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. Such a
transaction is commonly referred to as a "reverse merger." As part of such a
transaction, the Company's existing directors may resign and new directors may
be appointed without any vote by stockholders.

It is likely that the Company will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining


                                       4
<PAGE>

whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders.

It is anticipated that any new securities issued in any reorganization would be
issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

As a general matter, the Company anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision were made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.

In all probability, upon completion of an acquisition or merger, there will be a
change in control through issuance of substantially more shares of common stock.
Further, in conjunction with an acquisition or merger, it is likely that
management may offer to sell a controlling interest at a price not relative to
or reflective of any value of the shares sold by management, and at a price that
could not be achieved by individual shareholders at the time.

INVESTMENT COMPANY ACT AND OTHER REGULATION

The Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business. The Company does not, however, intend
to engage or hold itself out as engaging primarily in such activities.
Specifically, the Company intends to conduct its activities so as to avoid being
classified as an "investment company" under the Investment Company Act of 1940
(the "Investment Act"), and to avoid application of the costly and restrictive
registration, regulation and other provisions of the Investment Act. The Company
will only seek to acquire a majority interest in another entity.

Section 3(a) of the Investment Act contains the definition of an "investment
company," and it excludes any entity that does not engage primarily in the
business of investing, reinvesting or trading in securities, or that does not
engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner that will
result in the availability of this exception from the definition of an
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited to the purchase of a majority interest in another entity.

The Company's plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates a reorganization
as discussed above. Each of these areas is regulated by the Investment Act, in
order to protect purchasers of investment company securities. Since the Company
will not register as an investment company, stockholders will not be afforded
these protections.

Any securities which the Company might acquire in exchange for its common stock
will be "restricted securities" within the meaning of the Act. If the Company
elects to resell such securities, such sale cannot proceed unless a registration
statement has been declared effective by the SEC or an exemption from
registration is available. Section 4(1) of the Act, which exempts sales of
securities not involving a distribution, would in all likelihood be available to
permit a private sale. Although the plan of operation does not contemplate
resale of securities acquired, if such a sale were to be necessary, the Company
would be required to comply with the provisions of the Act to effect such
resale.

An acquisition made by the Company may be in an industry that is regulated or
licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive process.

COMPETITION

The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities and individuals will have
significantly greater experience, resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to obtain
access to attractive business opportunities. The Company also will possibly
experience competition from other public "blank check" companies, some of which
may have more funds available than does the Company.

                                       5
<PAGE>

INTELLECTUAL PROPERTY

Pursuant to written consent of the majority shareholders taken September 2,
2003, the Company signed and executed a Sales Agreement (the "Agreement")
pursuant to which we sold the Company's intellectual property to Cobalt Energy,
LLC ("Cobalt").

The Company sold all of its intellectual property, including all inventions,
patents, patent applications, trade secrets, trademarks, trademark applications,
and copyrights. Among other items and pursuant to the Agreement, within 6 years
from the execution of the Agreement, if Cobalt, within any fiscal year, achieves
a profit of more than $3,000,000 in that fiscal year, defined as the "breakpoint
year", based on the intellectual property covered by the Agreement, Cobalt
agrees to:

     1.   pay Global Wireless Satellite Networks (USA), Inc. a share of profits
          equal to 4% for that fiscal year and the two fiscal years immediately
          following the breakpoint year, but in any event not to exceed $600,000
          in total; and

     2.   Cobalt Energy, LLC has the right to buy itself out of this obligation
          to Global Wireless Satellite Networks (USA), Inc. at anytime for the
          sum of $500,000.

No such payment is due or made for the year ended December 31, 2003.

RESEARCH AND DEVELOPMENT EXPENDITURE OVER THE LAST TWO FISCAL YEARS

Our research and development expenses were $0 and $10,286 in 2003 and 2002,
respectively. No expenses were borne by customers.

ENVIRONMENTAL LAW COMPLIANCE

While we cannot predict with certainty the future operating costs for
environmental compliance, we do not believe they will have a material effect on
our capital expenditures, earnings or competitive position.

EMPLOYEES

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.

FACTORS AFFECTING FUTURE PERFORMANCE

Conflicts of Interest. Certain conflicts of interest may exist between the
Company and its officers and directors. They have other business interests to
which they devote their attention, and may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with fiduciary duties to the Company.

It is anticipated that Company's officers and directors may actively negotiate
or otherwise consent to the purchase of a portion of his or her common stock as
a condition to, or in connection with, a proposed merger or acquisition
transaction. In this process, the Company's officers may consider his or her own
personal pecuniary benefit rather than the best interests of other Company
shareholders, and the other Company shareholders are not expected to be afforded
the opportunity to approve or consent to any particular stock buy-out
transaction. There is an inherent conflict of interest in such a situation, and
as long as a person is an officer or director, such person would have a
fiduciary duty to act in the best interest of the shareholders.

Need For Additional Financing. The Company has very limited funds, and such
funds may not be adequate to take advantage of any available business
opportunities. Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity. The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has no business operations or revenues, and therefore, its ability to raise
additional capital will be severely limited. The Company has not investigated
the availability, source, or terms that might govern the acquisition of
additional capital and will not do so until it determines a need for additional
financing. If additional capital is needed, there is no assurance that funds
will be available from any source or, if available, that they can be obtained on
terms acceptable to the Company. Accordingly, the Company's business
opportunities will be limited to those that can be completed with little or no
capital.

Regulation of Penny Stocks. The Company's securities will be subject to a SEC
rule that imposes special sales practice requirements upon broker-dealers who
sell such securities to persons other than established customers or accredited
investors. For purposes of the rule, the phrase "accredited investors" means, in
general terms, institutions with assets in excess of $5,000,000, or individuals
having a net worth in excess of $1,000,000 or having an annual income that
exceeds $200,000 (or that, when combined with a spouse's income, exceeds
$300,000). For transactions covered by the rule, the broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Consequently, the rule
may affect the ability of broker-dealers to sell the Company's securities and
also may affect the ability of purchasers in this offering to sell their
securities in any market that might develop therefore.

In addition, the SEC has adopted a number of rules to regulate "penny stocks."
Because the securities of the Company constitute "penny stocks" within the
meaning of the rules, the rules would apply to the Company and to its
securities. The rules may further affect the ability of owners of common stock
to sell the securities of the Company in any market that might develop for them.
Shareholders should be aware that, according to the SEC, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (2)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (3) "boiler room" practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differentials and markups
by selling broker-dealers; and (5) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. The Company's management is aware of the abuses that
have occurred historically in the penny stock market. Although the Company does
not expect to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from being
established with respect to the Company's securities.

                                       6
<PAGE>

Lack of Operating History. Due to the special risks inherent in the
investigation, acquisition, or involvement in a new business opportunity, the
Company must be regarded as a new or start-up venture with all of the unforeseen
costs, expenses, problems, and difficulties to which such ventures are subject.

No Assurance of Success or Profitability. There is no assurance that the Company
will acquire a favorable business opportunity. Even if the Company should become
involved in a business opportunity, there is no assurance that it will generate
revenues or profits, or that the market price of the common stock will be
increased thereby.

Possible Business - Not Identified and Highly Risky. The Company has not
identified and has no commitments to enter into or acquire a specific business
opportunity and therefore can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's acquisition of or participation in a business opportunity will
likely be highly illiquid and could result in a total loss to the Company and
its stockholders if the business or opportunity proves to be unsuccessful.

Type of Business Acquired. The type of business to be acquired may be one that
desires to avoid effecting its own public offering and the accompanying expense,
delays, uncertainties, and federal and state requirements which purport to
protect investors. Because of the Company's limited capital, it is more likely
than not that any acquisition by the Company will involve other parties whose
primary interest is the acquisition of control of a publicly traded company.
Moreover, any business opportunity acquired may be currently unprofitable or
present other negative factors.

Impracticability of Exhaustive Investigation. The Company's limited funds and
the lack of full-time management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a business opportunity
before the Company commits its capital or other resources thereto. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if the Company had more
funds available to it, would be desirable. The Company will be particularly
dependent in making decisions upon information provided by the promoter, owner,
sponsor, or others associated with the business opportunity seeking the
Company's participation. A significant portion of the Company's available funds
may be expended for investigative expenses and other expenses related to
preliminary aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.

Lack of Diversification. Because of the limited financial resources that the
Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify its
activities into more than one area will subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

Reliance upon Financial Statements. The Company generally will require audited
financial statements from companies that it proposes to acquire. Given cases
where audited financials are not available, the Company will have to rely upon
interim period unaudited information received from target companies' management
that has not been verified by outside auditors. The lack of the type of
independent verification which audited financial statements would provide,
increases the risk that the Company, in evaluating an acquisition with such a
target company, will not have the benefit of full and accurate information about
the financial condition and recent interim operating history of the target
company. This risk increases the prospect that the acquisition of such a company
might prove to be an unfavorable one for the Company or the holders of the
Company's securities.

Moreover, the Company will be subject to the reporting provisions of the
Exchange Act, and thus will be required to furnish certain information about
significant acquisitions, including audited financial statements for any
business that it acquires. Consequently, acquisition prospects that do not have,
or are unable to provide reasonable assurances that they will be able to obtain,
the required audited statements would not be considered by the Company to be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable. Should the Company, during the time it remains
subject to the reporting provisions of the Exchange Act, complete an acquisition
of an entity for which audited financial statements prove to be unobtainable,
the Company would be exposed to enforcement actions by the SEC and to
corresponding administrative sanctions, including permanent injunctions against
the Company and its management. The legal and other costs of defending a SEC
enforcement action would have material, adverse consequences for the Company and
its business. The imposition of administrative sanctions would subject the
Company to further adverse consequences.

In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, or on
any existing stock exchange. Moreover, the lack of such financial statements is
likely to discourage broker-dealers from becoming or continuing to serve as
market makers in the securities of the Company. Without audited financial
statements, the Company would almost certainly be unable to offer securities
under a registration statement pursuant to the Act, and the ability of the
Company to raise capital would be significantly limited until such financial
statements were to become available.

Other Regulation. An acquisition made by the Company may be of a business that
is subject to regulation or licensing by federal, state, or local authorities.
Compliance with such regulations and licensing can be expected to be a
time-consuming, expensive process and may limit other investment opportunities
of the Company.

Dependence upon Management; Limited Participation of Management. The Company
currently has only three individuals who are serving as its officers and
directors on a part-time basis. The Company will be heavily dependent upon the
skills, talents, and abilities of current management to implement its business
plan, and may, from time to time, find that the inability of the officers and
directors to devote their full time attention to the business of the Company
results in a delay in progress toward implementing its business plan. Because
investors will not be able to evaluate the merits of possible business
acquisitions by the Company, they should critically assess the information
concerning the Company's officers and directors.

Lack of Continuity in Management. The Company does not have an employment
agreement with its officers and directors, and as a result, there is no
assurance they will continue to manage the Company in the future. In connection
with acquisition of a business opportunity, it is likely the current, and
subsequently new, officers and directors and of the Company may resign subject
to compliance with Rule 14f-1 promulgated under the Exchange Act. A decision to
resign will be based upon the identity of the business opportunity and the
nature of the transaction, and is likely to occur without the vote or consent of
the stockholders of the Company.

Dependence upon Outside Advisors. To supplement the business experience of its
officers and directors, the Company may be required to employ accountants,
technical experts, appraisers, attorneys, or other consultants or advisors. The
selection of any such advisors will be made by the Company's president without
any input from stockholders. Furthermore, it is anticipated that such persons
may be engaged on an "as needed" basis


                                       7
<PAGE>

without a continuing fiduciary or other obligation to the Company. In the event
the president of the Company considers it necessary to hire outside advisors, he
may elect to hire persons who are affiliates, if they are able to provide the
required services.

Leveraged Transactions. There is a possibility that any acquisition of a
business opportunity by the Company may be leveraged, i.e., the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.

Competition. The search for potentially profitable business opportunities is
intensely competitive. The Company expects to be at a disadvantage when
competing with many firms that have substantially greater financial and
management resources and capabilities than the Company. These competitive
conditions will exist in any industry in which the Company may become
interested.

Loss of Control by Management and Stockholders. The Company may consider an
acquisition in which the Company would issue as consideration for the business
opportunity to be acquired, an amount of the Company's authorized but unissued
common stock that would, upon issuance, represent the great majority of the
voting power and equity of the Company. Such an acquisition would result in the
acquired company's stockholders and management controlling the Company, and the
likelihood that the Company's management would be replaced by persons unknown at
this time. Such a merger may result in a greatly reduced percentage of ownership
of the Company by its current shareholders.

Public Market Limited. The common stock currently trades on the OTC Bulletin
Board, and therefore it is difficult for a shareholder to liquidate his
investment without considerable delay. In addition, the price of the common
stock may be highly volatile. Factors such as those discussed in this "Risk
Factors" section have a significant impact upon the market price of the
securities offered hereby. Owing to the low price of the securities, many
brokerage firms may not be willing to effect transactions in the securities.
Even if a purchaser finds a broker willing to effect a transaction in these
securities, the combination of brokerage commissions, state transfer taxes, if
any, and any other selling costs may exceed the selling price. Further, many
lending institutions will not permit the use of such securities as collateral
for any loans.

Rule 144 Sales. All of the outstanding shares of common stock held by present
officers, directors, and stockholders are "restricted securities" within the
meaning of Rule 144 under the Act. As restricted shares, these shares may be
resold only pursuant to an effective registration statement or under the
requirements of Rule 144 or other applicable exemptions from registration under
the Act and as required under applicable state securities laws. Rule 144
provides in essence that a person who has held restricted securities for one
year may, under certain conditions, sell every three months, in brokerage
transactions, a number of shares that does not exceed the greater of 1% of a
company's outstanding common stock or the average weekly trading volume during
the four calendar weeks prior to the sale. There is no limit on the amount of
restricted securities that may be sold by a nonaffiliate after the restricted
securities have been held by the owner for a period of two years. Non-affiliate
shareholders who have held their shares for under Rule 144(k) two years are
eligible to have freely tradable shares. A sale under Rule 144 or under any
other exemption from the Act, if available, or pursuant to subsequent
registration of shares of common stock of present stockholders, may have a
depressive effect upon the price of the common stock in any market that may
develop. All shares become available for resale (subject to volume limitations
for affiliates) under Rule 144, one year after date of purchase subject to
applicable volume restrictions under the Rule.

(c) Reports to security holders.

The Company is not required to deliver an annual report to security holders and
will not send an annual report voluntarily. The Company files reports
electronically with the Securities and Exchange Commission, namely, Forms 10KSB,
10QSB, and 8-K. The public may read and copy any materials the Company files
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at: http://www.sec.gov/ The Company's Internet address is:
http://www.indigoenergyinc.com/


ITEM 2.  DESCRIPTION OF PROPERTY.

(a) The Company's offices are at the home of Mr. Scott Kostiuk, our Secretary
and Treasurer, and we currently pay no rent:

         27 Alexander Street, #706
         Vancouver, B.C. V6A 1B2
         Canada

(b) Investment Policies.

The Company has no policy on investments in real estate or interests in real
estate, investments in real estate mortgages, or securities of or interests in
persons primarily engaged in real estate activities.

(c) Description of Real Estate and Operating Data.

The Company does not hold or intend to acquire or lease any real estate.


ITEM 3.  LEGAL PROCEEDINGS.

There are no legal proceedings to which the Company is a party.


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

                                       8
<PAGE>

No matters were submitted to a vote of security holders during the fourth
quarter of 2003, through solicitation of proxies or otherwise.


PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock is traded on the NASD Over-the-Counter Bulletin Board
System under the symbol "GWSN.OB". The high and low bid information reflected in
the table below represents the range of high and low bids for the common stock
for each quarter within the last two fiscal years. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

         QUARTER ENDED                      LOW PRICE         HIGH PRICE
         -------------                      ---------         ----------
         March 31, 2002                     $4.50             $17.80
         June 30, 2002                      $6.70             $17.40
         September 30, 2002                 $6.50             $12.50
         December 31, 2002                  $2.50             $10.10
         March 31, 2003                     $0.50             $4.00
         June 30, 2003                      $0.50             $1.10
         September 30, 2003                 $0.80             $1.60
         December 31, 2003                  $0.25             $2.00

         Note: Prices have been adjusted to reflect the 1:10 stock
         consolidation effected September 15, 2003.

         (Source: FT Interactive Data)

As of December 31, 2003, there were approximately 157 holders of record of the
Company's common stock.

The Company has not paid any cash dividends on the Common Stock and has no
present intention to declare or pay cash dividends on the Common Stock in the
foreseeable future. The Company intends to retain any earnings that it may
realize in the foreseeable future to finance its operations.

The following table sets forth the information as at December 31, 2003 with
respect to compensation plans (including individual compensation arrangements)
under which equity securities of the Company are authorized for issuance:

                      EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
        Plan category           Number of securities to be    Weighted-average exercise      Number of securities
                                  issued upon exercise of       price of outstanding        remaining available for
                                   outstanding options,         options, warrants and        future issuance under
                                    warrants and rights                rights              equity compensation plans
                                                                                             (excluding securities
                                            (a)                          (b)               reflected in column (a))

                                                                                                      (c)
----------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                          <C>                          <C>
  Equity compensation plans                  0                            0                            0
 approved by security holders
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not             32,500                        $1.00                       87,500
 approved by security holders
----------------------------------------------------------------------------------------------------------------------
            Total                         32,500                        $1.00                       87,500
----------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company's 2001 Stock Option Plan (the "Plan) was established to provide
equity incentives to employees, including officers, non-employee members of the
board of directors of the Company, and other eligible persons to provide a means
through which the Company may attract able persons to serve the Company, by
granting such persons options to purchase shares of stock of the Company. The
Plan permits the granting of incentive stock options and non-qualified stock
options. The maximum number of common shares that may be issued pursuant to
options granted under this Plan is 120,000 common shares. The exercise price of
an option is established by the fair market value of the common shares of the
Company on the date of which the option is granted.


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

PLAN OF OPERATION

The Company will continue to utilize the free labor of its directors, officers,
and shareholders until such time as funding is sourced from the capital markets.
It is anticipated additional funding for the next twelve months will be required
to maintain the Company as a public company. Attempts are currently being made
to raise cash through private placements and said attempts will continue
throughout 2004. The Company will also use various debt instruments and as well
as public offerings to raise needed capital during 2004. Over the next twelve
months, the operations of the Company will be limited to the solicitation of an
appropriate merger or acquisition candidate. The sales and cost of sales of the
Company for fiscal years 2003 and 2002 were $0.

The Company does not expect to conduct further research and development. The
Company does not have the substantial additional capital to complete its
development and reach an operating stage. The Company does not expect purchase
or sale of plant and significant equipment nor does the Company expect
significant changes in the number of employees.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

                                                     2003              2002
                                                  ----------        ----------

TOTAL CURRENT ASSETS                               $0                $1,415
TOTAL CURRENT LIABILITIES                          $216,154          $268,520

WORKING CAPITAL DEFICIENCY                         $216,154          $267,105


The working capital deficiency decreased by $50,951 from December 31, 2002 to
December 31, 2003. Cash decreased by $1,415 over the same period.

GENERAL AND ADMINISTRATIVE EXPENSES

The Company's general and administrative expenses decreased from $261,700 for
the year ended December 31, 2002 to $58,750 for the year ended December 31,
2003, a decrease of $202,950 or 77.55% over 2002. General and administrative
expenses represent office expenses, consulting and professional fees. The
decrease in general and administrative expenses is primarily due to a decrease
in consulting and professional fees.

NET INCOME (LOSS)

The Company's net income increased from a loss of $444,560 for the year ended
December 31, 2002 to net income of $50,951 for the year ended December 31, 2003,
due to the decrease in general and administrative and research and development
expenses incurred during the year and, the sale of the Company's intellectual
property. At December 31, 2003, the Company had a stockholders' deficit of
$216,154.

INFLATION

Although the Company believes that inflation has not had a material adverse
effect on the results of the operations to date, any increase in costs to the
Company could affect the net income or loss of the Company.

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, Consolidation of Variable Interest Entities
("Interpretation No. 46"). In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either does not have equity investors with voting rights or has
equity investors that do not provide sufficient financial resources for the
entity to support its activities. Interpretation No. 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
is entitled to receive a majority of the entity's residual returns or both.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity ("SFAS No. 150"). SFAS No. 150 establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, except for
mandatorily redeemable financial instruments. Mandatorily redeemable financial
instruments are subject to the provisions of SFAS No. 150 beginning as of
January 1, 2004. The Company adopted SFAS No. 150 on June 1, 2003. The adoption
of SFAS No. 150 did not have a material effect on the Company's results of
operations or financial condition.

In December 2003, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 104 ("SAB No. 104"), Revenue Recognition. SAB No. 104
revises or rescinds portions of the interpretive guidance included in Topic 13
of the codification of staff accounting bulletins in order to make rules and
regulations. The Company has not generated revenue to date.

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
our plans, objectives, expectations and intentions. Although we believe the
statements and projections are based upon reasonable assumptions, actual results
may differ from those that we have projected.



                                       10
<PAGE>


ITEM 7. FINANCIAL STATEMENTS


Independent Auditor's Report


Financial Statements:

       Balance Sheet at December 31, 2003

       Statements of Operations for the years ended December 31, 2003 and 2002,
       and the cumulative development period from March 8, 2000 (inception) to
       December 31, 2003.

       Statements of Stockholders' Deficit for the cumulative development period
       from March 8, 2000 (inception) to December 31, 2003.

       Statements of Cash Flows for the years ended December 31, 2003 and 2002,
       and the cumulative development period from March 8, 2000 (inception) to
       December 31, 2003.


Notes to Financial Statements













                                       11
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders of
       Global Wireless Satellite Networks (USA), Inc.


We have audited the accompanying balance sheet of Global Wireless Satellite
Networks (USA), Inc., a development stage company, (the "Company") as of
December 31, 2003 and the related statements of operations, stockholders'
deficit and cash flows for the years ended December 31, 2003 and 2002, and for
the cumulative development stage from March 8, 2000 (inception) to December 31,
2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Wireless Satellite
Networks (USA), Inc. as of December 31, 2003 and the results of its operations
and its cash flows for the years ended December 31, 2003 and 2002, and for the
cumulative development stage from March 8, 2000 (inception) to December 31,
2003, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1(k) to the financial
statements, the Company's cumulative losses during the development period, net
capital deficiency, and the need to obtain substantial additional funding to
complete its development stage operations raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1(k). The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.





Orlando, Florida
/s/ Tedder, James, Worden & Associates, P.A.
March 25, 2004


                                       12
<PAGE>


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

                                  BALANCE SHEET

                                December 31, 2003



<TABLE>
<CAPTION>
<S>                                                                                               <C>
                          ASSETS
                          ------
         Total assets                                                                                   $           -
                                                                                                  ====================


             LIABILITIES AND STOCKHOLDERS' DEFICIT
             -------------------------------------

Current liabilities:
     Accounts payable                                                                                   $     177,457
     Advances from officers and stockholders                                                                   38,697
                                                                                                  --------------------

         Total current liabilities                                                                            216,154

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, 554,344 shares issued and outstanding                                                        554
     Additional paid-in capital                                                                             1,073,650
     Deficit accumulated during the development stage                                                      (1,250,358)
     Note receivable from officer and stockholder                                                             (40,000)
                                                                                                  --------------------

         Total stockholders' deficit                                                                         (216,154)
                                                                                                  --------------------

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






See accompanying notes to the financial statements.





                                       13
<PAGE>


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

                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                         CUMULATIVE FOR
                                                                                                         THE PERIOD FROM
                                                                                                          MARCH 8, 2000
                                                           YEAR ENDED              YEAR ENDED            (INCEPTION) TO
                                                            DECEMBER 31,            DECEMBER 31,          DECEMBER 31,
                                                              2003                    2002                    2003
                                                       --------------------    --------------------    --------------------
<S>                                                          <C>                       <C>                     <C>
Revenue                                                      $           -                       -                       -

Expenses:
     Research and development expenses                                   -                  10,286                 397,115
     General and administrative expenses                            58,750                 261,700                 722,659
     Interest expense                                                    -                     600                  68,071
     Depreciation                                                        -                     597                   1,762
     Forgiveness of notes receivable
         from officers and stockholders                                  -                  57,027                  57,027
     Write-off  of patent costs                                          -                 112,952                 112,952
     Impairment of fixed assets                                          -                   3,498                   3,498
                                                       --------------------    --------------------    --------------------

        Total expenses                                              58,750                 446,660               1,363,084

Gain on sale of intellectual property                              106,901                       -                 106,901
Interest income                                                      2,800                   2,100                   5,825
                                                       --------------------    --------------------    --------------------

        Net income (loss)                                           50,951                (444,560)             (1,250,358)
                                                       ====================    ====================    ====================

Net income (loss) per common share:
     Basic                                                   $        0.05                   (0.37)
                                                       ====================    ====================

     Diluted                                                 $        0.05                   (0.37)
                                                       ====================    ====================

Weighted average common shares outstanding:
        Basic                                                      962,025               1,190,414
                                                       ====================    ====================
        Diluted                                                    962,972               1,190,414
                                                       ====================    ====================
</TABLE>




See accompanying notes to the financial statements.




                                       14
<PAGE>


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

                       STATEMENTS OF STOCKHOLDERS' DEFICIT

       For the period from March 8, 2000 (inception) to December 31, 2003


<TABLE>
<CAPTION>

                                                                                      DEFICIT
                                                      COMMON STOCK                  ACCUMULATED        NOTES
                                                 ---------------------- ADDITIONAL   DURING THE     RECEIVABLES      TOTAL
                                                                          PAID-IN    DEVELOPMENT   FROM OFFICERS  STOCKHOLDERS'
                                                   SHARES      AMOUNT     CAPITAL       STAGE      (STOCKHOLDERS)   DEFICIT
                                                 -----------  --------- ----------  -------------  -------------- -------------
<S>                                               <C>           <C>      <C>           <C>            <C>         <C>
Balances at Inception                                     -     $    -          -              -               -  $           -

Common stock issued for cash                        950,000        950      8,550              -               -          9,500

Common stock issued in a securities offering         98,680         98    229,202              -               -        229,300

Services contributed by officers                          -          -     75,000              -               -         75,000

Net loss                                                  -          -          -       (287,146)              -       (287,146)
                                                 -----------  --------- ----------  -------------  -------------- -------------

Balances at December 31, 2000                     1,048,680      1,048    312,752       (287,146)              -         26,654

Common stock issued in initial public offering      100,000        100    149,045              -               -        148,145

Common stock issued on conversion of convertible
  notes payable and accrued interest                 16,000         16    159,984              -               -        160,000

Common stock issued on conversion of accounts
  payable                                            12,745         13    127,440              -               -        127,453

Services contributed by officers                          -          -     90,000              -               -         90,000

Issuance of notes receivable from officers and
  stockholders                                            -          -          -              -        (120,000)      (120,000)

Net Loss                                                  -          -          -       (569,603)              -       (569,603)
                                                 -----------  --------- ----------  -------------  -------------- -------------

Balances at December 31, 2001                     1,177,425      1,177    839,221       (856,749)       (120,000)      (136,351)

Consulting fee paid by issuance of common stock       5,000          5     78,995              -               -         79,000

Common stock issued in private placement, net of
  expenses of $450                                   18,901         19    132,287              -               -        132,306

Value of services contributed to the Company by
  certain executive officers                              -          -     22,500              -               -         22,500

Net loss - year ended December 31, 2002                   -          -          -       (444,560)              -       (444,560)

Sale of notes receivable from officers and
  stockholders                                            -          -          -              -          80,000         80,000
                                                 -----------  --------- ----------  -------------  -------------- -------------

Balances at December 31, 2002                     1,201,326      1,201  1,073,003     (1,301,309)        (40,000)      (267,105)

Cancellation of founder shares                     (647,000)      (647)       647              -               -              -

Net income - year ended December 31, 2003                 -          -          -         50,951               -         50,951
                                                 -----------  --------- ----------  -------------  -------------- -------------

Balance at December 31, 2003                        554,326     $  554  1,073,650     (1,250,358)        (40,000) $    (216,154)
                                                 ===========  ========= ==========  =============  ============== =============
</TABLE>



See accompanying notes to the financial statements.



                                       15
<PAGE>


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

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                           CUMULATIVE FOR
                                                                                                          THE PERIOD FROM
                                                                                                           MARCH 8, 2000
                                                                          YEAR ENDED      YEAR ENDED       (INCEPTION) TO
                                                                          DECEMBER 31,    DECEMBER 31,       DECEMBER 31,
                                                                              2003            2002              2003
                                                                         -------------  ---------------  -----------------
<S>                                                                          <C>              <C>              <C>
Cash flows from operating activities:
     Net income (loss)                                                       $ 50,951         (444,560)        (1,250,358)
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
            Depreciation of equipment                                               -              597              1,762
            Write-off of patent costs                                               -          112,952            112,952
            Impairment of fixed assets                                              -            3,498              3,498
            Assumption of legal fees by Cobalt Energy, LLC                   (100,901)               -           (100,901)
            Forgiveness of notes receivables
              from officers and stockholders                                        -           57,027             57,027
            Value of services contributed to the Company
              by certain executive officers                                         -           22,500            187,500
            Consulting fee paid by issuance of
              common stock                                                          -           79,000             79,000
            Receivable - interest due from officer                                  -           (2,100)            (2,100)
            Interest expense paid by issuance of common stock                       -                -             60,000
     Changes in assets and liabilities:
            Increase (decrease) in accounts payable                            31,722           38,181            405,811
                                                                         -------------  ---------------  -----------------

                               Net cash used in operating activities          (18,228)        (132,905)          (445,809)

Cash flows used in investing activities:
     Purchase of equipment                                                          -           (1,275)            (5,260)
     Payments of patent application costs                                           -          (29,367)          (112,952)
     Advances to officers and stockholders                                          -                -           (116,599)
                                                                         -------------  ---------------  -----------------

                               Net cash used in investing activities                -          (30,642)          (234,811)

Cash flows from financing activities:
     Proceeds from issuance of common stock, net                                    -          132,306            621,106
     Proceeds from convertible note payable                                         -                -            100,000
     Advances from consulting firm                                                  -                -             10,900
     Advances from officers and stockholders                                   16,813           32,656             49,469
     Payments for expenses of public offering                                       -                -           (100,855)
                                                                         -------------  ---------------  -----------------

                              Net cash provided by financing activities        16,813          164,962            680,620
                                                                         -------------  ---------------  -----------------

                              Net increase (decrease) in cash                  (1,415)           1,415                  -

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

Cash, at end of year                                                              $ -            1,415                  -
                                                                         =============  ===============  =================

Supplemental information about cash payments is as follows:
     Cash payments of interest                                                    $ -              600                  -
                                                                         =============  ===============  =================

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 the financial statements.



                                       16
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2003 and 2002


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES

              The Company, a development stage company, was organized on March
              8, 2000 as a Delaware corporation under the name Alternate Energy
              Corp. Immediately thereafter the Company changed its name to Q
              Power, Inc. In October 2000, the Company changed its name to
              Indigo Energy, Inc., and again in September 2003 to Global
              Wireless Satellite Networks (USA), Inc.

              The Company no longer intends to design, develop, manufacture and
              market reliable electrical backup power supplies primarily for the
              telecommunication industry. The Company lacks the capital, human
              and working, to build a range of uninterruptible power supply
              systems. The Company's current business plan 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.

       (b)    REVENUE RECOGNITION

              The Company will recognize revenue when products are shipped or
              services are performed. The Company has not generated any revenue
              to date.

       (c)    OFFERINGS OF THE COMPANY'S COMMON STOCK

              In May 2000, the Company completed an offering of 98,680 shares,
              as adjusted for the 10-for-1 reverse stock split, of its common
              stock, at an offering price of $2.50 per share, to qualified
              investors. Pursuant to the offering, the Company received
              $246,700, less costs of $17,400 associated with the offering, for
              net proceeds of $229,300. The offering was made pursuant to the
              exemptions from registration with the Securities and Exchange
              Commission (SEC) provided by Regulation D, Rule 506, of the 1933
              Act, and under applicable state laws, rules and regulations.

              On December 19, 2000, the Company filed a Registration Statement
              on Form SB-2 (Amendment No.2) with the SEC. The Registration
              Statement was declared effective by the SEC on January 4, 2001,
              File No. 333-42026. In connection therewith, the Company issued
              100,000 shares, as adjusted for the 10-for-1 reverse stock split,
              of its common stock at an offering price of $2.50 per share for an
              aggregate of $250,000. Costs associated with the offering,
              amounting to $100,855, have been charged to additional paid-in
              capital, resulting in net proceeds from the offering of $149,145.



                                       17
<PAGE>


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       (c)    OFFERINGS OF THE COMPANY'S COMMON STOCK, CONTINUED

              Pursuant to an agreement dated March 8, 2002, the Company issued
              5,000 shares, as adjusted for the 10-for-1 reverse stock split, of
              its common stock valued at $79,000 to a consultant, wherein the
              consultant agreed to provide various services to the Company
              including business development, business strategy and corporate
              image for a period of three months. In connection with the
              agreement, the Company filed Form S-8 with the SEC to register the
              shares.

              On July 12, 2002, the Company completed a private placement of
              18,901 shares, as adjusted for the 10-for-1 reverse stock split,
              of its common shares at a price of $7.00 per share to 33
              accredited investors. The private placement was made pursuant to
              the exemptions from registration with the SEC provided by
              Regulation D, Rule 506, of the 1933 Securities Act, and under
              applicable state laws, rules and regulations. No commissions were
              paid and no registration rights were granted by the Company. The
              private placement provided the Company with net cash proceeds,
              after expense, of $132,306. The proceeds of the private placement
              were used to partially pay past due payables, fund research and
              development and general corporate expenses.

              On August 13, 2003, the Board of Directors of the Company approved
              the cancellation of 647,000 common shares issued to the Company's
              founders, as adjusted for the 10-for-1 reverse stock split.

              On September 9, 2003, the Board of Directors of the Company
              approved a 10-for-1 reverse stock split. Amounts in the
              accompanying financial statements have been adjusted to reflect
              the reverse stock split.

       (d)    STOCK-BASED COMPENSATION

              The Company accounts for its stock compensation plans under the
              provisions of SFAS No. 123, "Accounting for Stock-Based
              Compensation." As permitted by SFAS No. 123, the Company measures
              compensation cost in accordance with Accounting Principles Board
              Opinion (APB) No. 25, "Accounting for Stock Issued to Employees"
              and related interpretations. Accordingly, no accounting
              recognition is given to stock options granted at fair market value
              until they are exercised. Upon exercise, net proceeds, including
              tax benefits realized, are credited to equity.

              Under SFAS No. 123, pro forma information regarding net loss and
              net loss per share is required. This information is required to be
              determined as if the Company had accounted for its stock options
              under the fair value method of that statement.


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       (d)    STOCK-BASED COMPENSATION, CONTINUED

                                       18
<PAGE>

              The fair value of each option issued is estimated on the date of
              the grant using the Black-Scholes option pricing model with the
              following assumptions at December 31, 2002: risk free interest
              rate of 5.04%; dividend yield of 0%; volatility of 137.62%; and an
              expected life of ten years. No options were granted during 2003.

              For purposes of pro forma disclosures, the estimated fair value of
              the options is amortized over the options' vesting period. Had the
              Company's stock option plan been accounted for based on the fair
              value method set forth under SFAS No. 123, the Company's net
              income (loss) and earnings (loss) per share would have been as
              follows:

                                                     2003          2002
                                                   --------    ----------

              Net income (loss), as reported       $ 50,951      (444,560)

              Add: Stock-based employee expense
                included in net income, net of
                related tax effects                     -             -

              Deduct: Total stock-based employee
                compensation expense determined
                under fair value based method,
                net of related tax effects          (50,555)      (66,395)
                                                   --------    ----------

              Pro forma net income (loss)          $    396      (510,955)
                                                   ========    ==========

              Basic earnings per share:
                   As reported                     $   0.05          (.37)
                   Pro forma                            -            (.43)

              Diluted earnings per share:
                   As reported                     $   0.05          (.37)
                   Pro forma                            -            (.43)


                                       19
<PAGE>



(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       (e)    USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

              The preparation of financial statements in conformity with
              accounting principles generally accepted in the United States of
              America 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 the reported amounts of revenues and
              expenses during the reporting periods. Actual results could differ
              from those estimates.

       (f)    CONCENTRATIONS OF CREDIT RISK

              Financial instruments which potentially expose the Company to
              concentrations of credit risk, as defined by Statement of
              Financial Accounting Standards No. 105, consist of a note
              receivable from an officer and stockholder. At December 31, 2003,
              the note amounts to $40,000, the details of which are described in
              Note 2. The Company does not have collateral from the officer to
              support the note.

       (g)    RESEARCH AND DEVELOPMENT

              Research and development costs are expensed as incurred. Research
              and development expenses were $0 and $10,286 for the years ended
              December 31, 2003 and 2002, respectively.

       (h)    IMPAIRMENT OF LONG-LIVED ASSETS

              In 2002, the Company recorded charges totaling $116,450 relating
              to a write-down of net assets as a result of management's decision
              to discontinue development of a reliable electrical backup power
              supply for the telecommunication industry.

       (i)    INCOME TAXES

              The Company follows the asset and liability method of accounting
              for income taxes. Deferred tax assets and liabilities are
              recognized for the estimated future tax consequences attributable
              to differences between the financial statements carrying amounts
              of existing assets and liabilities and their respective tax bases.
              Deferred tax assets and liabilities are measured using enacted tax
              rates expected to apply to taxable income in the years in which
              those temporary differences are expected to be recovered or
              settled. The effect on deferred tax assets and liabilities of a
              change in tax rates is recognized as income in the period that
              included the enactment date. Deferred tax assets resulting
              principally from operating losses have not been recognized. The
              utilization of such net operating loss may be severely limited due
              to past and future changes in control, including stock issuances.


                                       20
<PAGE>



(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       (j)    NET INCOME (LOSS) PER COMMON SHARE

              Net income (loss) per common share is calculated under SFAS No.
              128, "Earnings per Share." Basic earnings (loss) per share is
              computed by dividing the net income (loss) by the weighted average
              number of common shares outstanding for the period. Diluted
              earnings (loss) per share is calculated by dividing net income
              (loss) by the weighted average number of common shares and
              dilutive common stock equivalents outstanding. Inasmuch as the
              Company has incurred losses, the effect of dilutive securities
              have been excluded from the computation, as they are antidilutive.

              For the year ended December 31, 2003, options exercisable into
              32,500 shares of common stock have been included in the
              calculation of diluted earnings per share.

              For the year ended December 31, 2002, options exercisable into
              72,500 shares of common tock have not been included in the
              calculation of diluted earnings per share as the result would have
              been antidilutive.

       (k)    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 intentions to purchase, merge or exchange stock
              with other entities to obtain property or a business to enhance
              shareholder value.

       (l)    COMPREHENSIVE INCOME

              The Company has adopted Statement of Financial Accounting
              Standards (SFAS) No. 130, "Reporting Comprehensive Income," which
              established standards for reporting and display of comprehensive
              income and its components in the financial statements. Besides net
              income, SFAS No. 130 requires the reporting of other comprehensive
              income, defined as revenues, expenses, gains and losses that under
              generally accepted accounting principles are not included in net
              income. At December 31, 2003, the Company had no items of other
              comprehensive income and as a result, no additional disclosure is
              included in the financial statements.


                                       21
<PAGE>



(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       (m)    FAIR VALUE OF FINANCIAL INSTRUMENTS

              Fair value estimates discussed herein are based upon certain
              market assumptions and pertinent information available to
              management. The respective carrying value of certain
              on-balance-sheet financial instruments approximated their fair
              values. These financial instruments included accounts payable,
              advances from officers and stockholders and a note receivable.
              Fair values were assumed to approximate carrying values for these
              financial instruments since they are short-term in nature or they
              are receivable or payable on demand.

       (n)    RECENT ACCOUNTING PRONOUNCEMENTS

              In January 2003, the Financial Accounting Standards Board ("FASB")
              issued Interpretation No. 46, Consolidation of Variable Interest
              Entities ("Interpretation No. 46"). In general, a variable
              interest entity is a corporation, partnership, trust, or any other
              legal structure used for business purposes that either does not
              have equity investors with voting rights or has equity investors
              that do not provide sufficient financial resources for the entity
              to support its activities. Interpretation No. 46 requires a
              variable interest entity to be consolidated by a company if that
              company is subject to a majority of the risk of loss from the
              variable interest entity's activities or is entitled to receive a
              majority of the entity's residual returns or both.

              In May 2003, the FASB issued Statement of Financial Accounting
              Standards No. 150, Accounting for Certain Financial Instruments
              with Characteristics of both Liabilities and Equity ("SFAS No.
              150"). SFAS No. 150 establishes standards for how an issuer
              classifies and measures certain financial instruments with
              characteristics of both liabilities and equity. SFAS No. 150 is
              effective for financial instruments entered into or modified
              after May 31, 2003, except for mandatorily redeemable financial
              instruments. Mandatorily redeemable financial instruments are
              subject to the provisions of SFAS No. 150 beginning as of January
              1, 2004. The Company adopted SFAS No. 150 on June 1, 2003. The
              adoption of SFAS No. 150 did not have a material effect on the
              Company's results of operations or financial condition.

              In December 2003, the Securities and Exchange Commission ("SEC")
              issued Staff Accounting Bulletin No. 104 ("SAB No. 104"), Revenue
              Recognition. SAB No. 104 revises or rescinds portions of the
              interpretive guidance included in Topic 13 of the codification of
              staff accounting bulletins in order to make rules and
              regulations. The Company has not generated revenue to date.


                                       22
<PAGE>


(2)    NOTE RECEIVABLE FROM OFFICER AND STOCKHOLDER

       At December 31, 2003, the Company has a $40,000 note receivable from an
       officer and stockholder, which was due on December 31, 2003 and bore
       interest at 7%. At December 31, 2003, the note has not been renewed, nor
       has it been paid. In 2002, the Company recorded a charge of $57,027 for
       forgiveness of similar notes receivables from officers and shareholders.
       Interest income relating to these notes amounted to $2,800 and $2,100 for
       the years ended December 31, 2003 and 2002, respectively and a total of
       $8,525 during the development stage.

       At December 31, 2003, the note receivable balance has been reflected in
       the equity section of the balance sheet as contra-equity.


(3)    SALE OF INTELLECTUAL PROPERTY

       On September 11, 2003, the Company entered into an agreement (the "Sales
       Agreement") to sell the Company's intellectual property, including all
       inventions, patents, patent applications, trade secrets, trademarks,
       trademark applications and copyrights, to Cobalt Energy, LLC. Pursuant
       to the Sales Agreement, Cobalt Energy, LLC paid the Company $6,000 and
       assumed sole and full responsibility for the amounts owed by the Company
       to J. Michael Neary, approximately $101,000. Furthermore, within 6 years
       from the execution of the Sales Agreement, if Cobalt Energy, LLC, within
       any fiscal year, achieves a profit of more than $3,000,000 in that fiscal
       year, defined as the "breakpoint year", based on the intellectual
       property covered by the Sales Agreement, Cobalt Energy, LLC agrees to:
       (i) pay the Company a share of profits equal to 4% for that fiscal year
       and the two fiscal years immediately following the breakpoint year, but
       in any event not to exceed $600,000 in total; and (ii) Cobalt Energy, LLC
       has the right to buy itself out of this obligation to the Company at
       anytime for the sum of $500,000.


(4)    STOCK OPTION PLAN

In     August, 2001, the Company established a qualified and nonqualified stock
       option plan pursuant to which up to 120,000 shares, as adjusted for the
       10-for-1 reverse stock split, of its common stock can be set aside to
       promote the growth and profitability of the Company by providing certain
       executives, directors and other employees or consultants with an
       additional incentive to achieve Company objectives and to attract and
       retain competent personnel. The Company granted options for the purchase
       of an aggregate of up to 32,500 shares, as adjusted for the 10-for-1
       reverse stock split, of the Company's common stock to its officers
       (stockholders) at an exercise price of $1.00 per share which generally
       expire 10 years after the grant date.


                                       23
<PAGE>


(4)    STOCK OPTION PLAN, CONTINUED

       On January 23, 2002, the Company granted options under its stock option
       plan to a newly appointed director for the purchase of an aggregate of up
       to 5,000 shares, as adjusted for the 10-for-1 reverse stock split, of the
       Company's common stock at an exercise price of $1.00 per share which
       generally expire 10 years after the grant date. The options vest over a
       period of four years. These options were cancelled in June 2003 due to
       the resignation of the director.

       In January 2003, two board members with options resigned from the
       Company, and did not exercise their options within 60 days of cessation
       of service, in accordance with the stock option plan. As a result of
       their resignation, the Company cancelled options for 35,000 shares (as
       adjusted for the 10-for-1 reverse split).


(5)    RELATED PARTY TRANSACTIONS

       During 2003, the Company received $16,813 in advances from officers and
       stockholders to pay expenses of the Company. These advances are
       non-interest bearing and are due on demand. In addition, an officer and
       stockholder of the Company assumed a liability in the amount of $10,900
       on behalf of the Company. At December 31, 2003, $38,697 is included in
       advances from officers and stockholders in the accompanying financial
       statements.


(6)    SUBSEQUENT EVENTS

       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.



                                       24
<PAGE>



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

The disclosure called for by this Item has been previously reported.


ITEM 8A. 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 knowlkedge, in other factors that
could significantly affect our internal controls.


PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The Board of Directors is comprised of only one class. There are no arrangements
or understandings pursuant to which any person has been elected as a director or
executive officer of the Company. Directors are elected annually by the
stockholders and hold office until the next annual meeting of stockholders and
until their respective successors are elected and qualified. Executive officers
are elected by the board of directors and hold office until their respective
successors are elected and qualified. There is no family relationship among any
directors or executive officers of the Company.

The following table sets forth the names and ages concerning each of the
directors and executive officers of the Company:


Names          Age   Position
-----          ---   --------

Joel Bloomer   64    Chairman of the Board

Dennis W. Mee  60    Director, President and Chief Executive Officer

Scott Kostiuk  33    Director, Secretary & Treasurer and Chief Financial Officer

Ken Thorpe     49    Director


CURRENT OFFICERS, DIRECTORS AND KEY EMPLOYEES

Mr. Joel Bloomer has served as our Chairman of the Board since inception and
assumed the position of President in January of 2003 and resigned in 2004. He
worked as a business consultant to Toray Composites (America) Inc. since 1994.
Mr. Bloomer has 35 years experience in the aerospace industry in composite
materials, structural design, dynamic analysis, manufacturing process
development and business development activities. He is a graduate of the
University of Washington with a M.S. in Aeronautical Engineering.

Mr. Dennis W. Mee, a director since September of 2003, has served as the
Company's President since January of 2004. A Chartered Accountant (C.A.), Mr.
Mee received the degree while working at the offices of KPMG. Mr. Mee has a
Bachelor of Commerce (honors), is a member of both the BC and Ontario Institute
of Chartered Accountants, and is a member of F.E.I. (Financial Executives
Institute). From 1996 to 2002, Mr. Mee was the CFO of Essentially Yours
Investors, a distributor of health products. He was a director of Alantra
Ventures, a holding company for a telecommunications firm, from 2001 to 2002.
Since 2002, Mr. Mee has been a director of Zeppelin Energy, Inc., an oil and gas
company listed on the OTC Bulletin Board, Med-A-Globe International
Communications, Inc., a facilitator of medical and educational services, and
Global.Wireless Satellite Networks, Inc., a satellite telecommunication company.

Mr. Scott Kostiuk, a director since June of 2003, has been our Secretary and
Treasurer since inception. From October 1998 to February 2000, Mr. Kostiuk has
served as the Secretary and Treasurer of Zeppelin Software Inc, a wireless
communications company. From November 1994 to 1999, Mr. Kostiuk served as the
Secretary and Treasurer of The Plant Software Inc., a computer software
development and publishing company. Mr. Kostiuk attended the University of
Toronto, graduating with a B.A. degree in 1993.

Mr. Thorpe, a director since September of 2003, has over twenty years of
telecommunications industry experience with established companies such as BC Tel
and newer entries such as Bell Nexxia. He has held senior positions in the sales
and marketing area and worked extensively in the wireless development of last
mile solutions. Prior to his tenure at Bell, Mr. Thorpe was president of VariCom
Network Technologies Inc., a communications company involved in the design,
engineering, marketing, and implementation of microwave and fibre optic digital
transmission systems. Mr. Thorpe is a director of Global Wireless Satellite
Networks, Inc., a satellite telecommunication company.


                                       25
<PAGE>

AUDIT COMMITTEE

The Company's board of directors has determined that it does have an "audit
committee financial expert" serving on its board of directors, namely Dennis W.
Mee. Mr. Mee is not independent and the board of directors does not have a
separately designated audit committee, or committee performing similar
functions.


NOMINATING COMMITTEE

The Company has not established procedures by which security holders may
recommend nominees to the board of directors nor does the board of directors
have a separately designated nominating committee, or committee performing
similar functions.

The Company's board of directors does not have a process for security holders to
send communications to the board of directors. The board of directors believes
the Company's limited size and current level of activity render such a formal
process cumbersome and unnecessary.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
with the Securities and Exchange Commission ("SEC") and NASD. Executive
officers, directors, and greater than ten-percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.

Based solely upon a review of Forms 3 and Forms 4 furnished to the Company
during the most recent fiscal year, and Forms 5 with respect to its most recent
fiscal year, we believe that all such forms required to be filed pursuant to
Section 16(a) of the Exchange Act were timely filed, as necessary, by the
officers, directors and security holders required to file the same during the
fiscal year ended December 31, 2003, except that Mr. Ken Thorpe failed to file
the Form 3 required by his appointment to the board of directors on September 3,
2003. No explanation has been given.


CODE OF ETHICS

The Company has not adopted a code of ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The Company believes its
limited size, resources, and current level of activity render a code of ethics
cumbersome and unnecessary.


ITEM 10. EXECUTIVE COMPENSATION.

The following table summarizes all compensation awarded to, earned by, or paid
to the chief executive officer of the Company and other executive officers
(collectively, the "Named Executive Officers") for services rendered in all
capacities to the Company for each of the Company's last three fiscal years. No
other executive officer of the Company received total salary and bonus in excess
of $100,000 during any of the last three fiscal years.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                           SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------
                                                                   Long Term Compensation
----------------------------------------------------------------------------------------------------------------------
                              Annual Compensation                    Awards               Payouts
----------------------------------------------------------------------------------------------------------------------
   Name and     Year   Salary    Bonus($) Other Annual     Restricted      Securities    LTIP           All Other
  Principle              ($)              Compensation        Stock        Underlying    Payouts    Compensation ($)
   Position                                    ($)        Award(s) ($)    Options/SARs      ($)
                                                                              (#)
----------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>      <C>          <C>             <C>            <C>           <C>            <C>
  C. Gabrys,    2003      0        0            0               0              0             0              0
 President &    2002      0        0            0               0              0             0              0
   CEO (1)      2001      0        0            0               0            17,500          0              0
----------------------------------------------------------------------------------------------------------------------
 J. Bloomer,    2003      0        0            0               0              0             0              0
 President &    2002      0        0            0               0              0             0              0
   CEO (2)      2001      0        0            0               0            17,500          0              0
----------------------------------------------------------------------------------------------------------------------
   D. Mee,      2003      0        0            0               0              0             0              0
 President &
    CEO(3)
----------------------------------------------------------------------------------------------------------------------
 S. Kostiuk,    2003      0        0            0               0              0             0              0
 Secretary &    2002      0        0            0               0              0             0              0
  Treasurer     2001      0        0            0               0            15,000          0              0
----------------------------------------------------------------------------------------------------------------------
</TABLE>







(1) Resigned on January 20, 2003
(2) Resigned subsequent to December 31, 2003.
(3) Appointed subsequent to December 31, 2003.


                                       26
<PAGE>

The following table sets forth information concerning each exercise of stock
options (or tandem SARs) and freestanding SARs during fiscal 2003 by each of the
Named Executive Officers and the value at December 31, 2003 of unexercised
options and SARs held by the Named Executive Officers:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                  AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
----------------------------------------------------------------------------------------------------------------------
          Name            Shares Acquired   Value Realized ($)       Number of Securities       Value of Unexercised
                          on Exercise (#)                           Underlying Unexercised          In-the Money
                                                                  Options/SARs at FY-End (#)      Options/SARs at
                                                                                                     FY-End ($)


                                                                  Exercisable/Unexercisable   Exercisable/Unexercisable
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                      <C>                       <C>
       C. Gabrys                 0                   0                        0                         0/0
----------------------------------------------------------------------------------------------------------------------
       J. Bloomer                0                   0                   11,666/5,834                   0/0
----------------------------------------------------------------------------------------------------------------------
         D. Mee                  0                   0                        0                         0/0
----------------------------------------------------------------------------------------------------------------------
       S. Kostiuk                0                   0                   10,000/5,000                   0/0
----------------------------------------------------------------------------------------------------------------------
</TABLE>


COMPENSATION OF DIRECTORS

There is no arrangement for the compensation of directors.


EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

There are currently no employment agreements between the Company and any of its
named executive officers.


REPORT ON REPRICING OF OPTIONS/SARs

During the fiscal year ended December 31, 2003, the Company did not adjust or
amend the exercise price of stock options or SARs previously awarded to any of
the Named Executive Officers


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth the information as at December 31, 2003 with
respect to compensation plans (including individual compensation arrangements)
under which equity securities of the Company are authorized for issuance:

                                      EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Plan category                   Number of securities to be    Weighted-average exercise      Number of securities
                                  issued upon exercise of       price of outstanding        remaining available for
                                   outstanding options,         options, warrants and        future issuance under
                                    warrants and rights                rights              equity compensation plans
                                                                                             (excluding securities
                                            (a)                          (b)               reflected in column (a))

                                                                                                      (c)
----------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                          <C>                          <C>
Equity compensation plans                    0                            0                            0
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not             32,500                        $1.00                       87,500
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Total                                     32,500                        $1.00                       87,500
----------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company's 2001 Stock Option Plan (the "Plan) was established to provide
equity incentives to employees, including officers, non-employee members of the
board of directors of the Company, and other eligible persons to provide a means
through which the Company may attract able persons to serve the Company, by
granting such persons options to purchase shares of stock of the Company. The
Plan permits the granting of incentive stock options and non-qualified stock
options. The maximum number of common shares that may be issued pursuant to
options granted under this Plan is 120,000 common shares. The exercise price of
an option is established by the fair market value of the common shares of the
Company on the date of which the option is granted.



                                       27
<PAGE>

(a) Security ownership of certain beneficial owners.

The following table sets forth information, as of March 30, 2004, for any person
(including any "group") who is known to the Company to be the beneficial owner
of more than five percent of any class of the Company's voting securities:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
             (1)                            (2)                          (3)                          (4)
----------------------------------------------------------------------------------------------------------------------
        Title of Class                   Name and                    Amount and                Percent of Class
                                Address of Beneficial Owner   Nature of Beneficial Owner
----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                <C>                           <C>
        Common Shares                Elaine L. Collins                 40,150                        7.24
                                    535 Westgate Drive
                                      Napa, CA 94558
----------------------------------------------------------------------------------------------------------------------
        Common Shares              Paradon Capital, Inc.               277,000                       49.97
                                 30E Lower Halcyon Heights
                                   Lascelles, St. James
                                       Barbados, S10
                                        West Indies
----------------------------------------------------------------------------------------------------------------------
</TABLE>


(b) Security ownership of management.

The following table sets forth information, as of March 30, 2004, as to each
class of equity securities of the Company beneficially owned by all directors,
each of the Named Executive Officers, and directors and executive officers of
the registrant as a group. Shown in column (3) is the total number of shares
beneficially owned and in column (4) the percent of class so owned. Beneficial
ownership has been determined in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended. Generally, a person is deemed to be the
beneficial owner of a security if he has the right to acquire voting or
investment power within 60 days of the date of this Report.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
             (1)                            (2)                          (3)                          (4)
----------------------------------------------------------------------------------------------------------------------
        Title of Class                   Name and                    Amount and                Percent of Class
                               Address of Beneficial Owner    Nature of Beneficial Owner
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                     <C>                               <C>
        Common Shares                 Joel K. Bloomer                53,406 (1)                      9.63
                                    535 Westgate Drive
                                      Napa, CA 94558
----------------------------------------------------------------------------------------------------------------------
        Common Shares                  Scott Kostiuk                 10,000 (2)                      1.80
                                 27 Alexander Street, #706
                                  Vancouver, B.C. V6A 1B2
                                          Canada
----------------------------------------------------------------------------------------------------------------------
        Common Shares                  Dennis W. Mee                      0                            0
                                15015 Victoria Avenue, #601
                                 White Rock, B.C. V4B 1G2
                                          Canada
----------------------------------------------------------------------------------------------------------------------
        Common Shares                   Ken Thorpe                        0                            0
                                     10841 Cherry Lane
                                     Delta BC V4E 3L7
                                          Canada
----------------------------------------------------------------------------------------------------------------------
                                  Directors and Executive              63,406                        11.44
                                    Officers as a group
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes 11,666 shares Mr. Bloomer has the right to acquire within sixty
     days from options and 40,150 shares owned by Mr. Bloomer's spouse, Elaine
     L. Collins.

(2)  Includes 10,000 shares Mr. Kostiuk has the right to acquire within sixty
     days from options.


(c) As of March 30, 2004, there are no arrangements that may result in a change
in control of the Company.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In December 2001, the Company converted advances to three officers
(stockholders) of the Company into interest bearing notes receivable. The notes
bear interest at 7% per annum, with interest payable quarterly. On December 31,
2002, $80,000 in notes receivable were sold to officers (stockholders) in
exchange for a reduction in advances from these officers (stockholders). The
sale of notes resulted in the Company recording a charge of $57,027 for
forgiveness of notes receivable. The outstanding principal notes receivable
balance of $40,000 at December 31, 2002 was due on December 31, 2003 and has not
been renewed, nor has it been paid.

On September 11, 2003, the Company completed the sale of its intellectual
property to Cobalt Energy, LLC. Pursuant to the Sales Agreement, Cobalt Energy,
LLC assumed $101,901 of debt owed to J. Michael Neary, the Company's former
patent attorney.


                                       28
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following exhibits are included herein:

Exhibit  Description
-------  ---------------------------------------------------------------------

3.1      Certificate of Incorporation of Indigo Energy, Inc.(incorporated by
         reference to the Company's Registration Statement on Form SB-2
         (Commission File Number 333-42026), filed on July 21, 2000)

3.2      Amendment to Certificate of Incorporation of Indigo Energy,
         Inc.(incorporated by reference to the Company's Registration Statement
         on Form SB-2 (Commission File Number 333-42026), filed on July 21,
         2000)

3.3      Amendment to Certificate of Incorporation to Indigo Energy,
         Inc.(incorporated by reference to the Company's Registration Statement
         on Form SB-2 (Commission File Number 333-42026), filed on July 21,
         2000)

3.4      By-Laws of Indigo Energy, Inc. (incorporated by reference to the
         Company's Registration Statement on Form SB-2 (Commission File Number
         333-42026), filed on July 21, 2000)

3.5      Amendment to Certificate of Incorporation to Indigo Energy, Inc.

4.1      Specimen of Common Stock Certificate.(incorporated by reference to the
         Company's Registration Statement on Form SB-2 (Commission File Number
         333-42026), filed on July 21, 2000)

10.1     Product Purchase Agreement, dated May 24, 2000, by and between the
         Company and CalNetix (incorporated by reference to the Company's
         Registration Statement on Form SB-2 (Commission File Number 333-42026),
         filed on July 21, 2000)

10.2     Supply Agreement, dated September 18, 2000, by and between the Company
         and Toray Composites (America)(incorporated by reference to Amendment
         No. 2 to the Company's Registration Statement on Form SB-2 (Commission
         File Number 333-42026), filed on December 19, 2000)

10.3     Company's 2001 Stock Option Plan (incorporated by reference to the
         Company's Quarterly Report on Form 10-QSB, filed on November 21, 2001)

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

31.2     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 December 31, 2003:

          (1) Report dated September 2, 2003 announcing the amendment of the
          Articles of Incorporation of the Company to change our name to Global
          Wireless Satellite Networks (USA), Inc., the consolidation of the
          common stock of the Company on a 1:10 basis, the ratification of the
          sale of the Company's intellectual property to Cobalt Energy, LLC.,
          and the appointment of Ken Thorpe and Dennis W. Mee to the board of
          directors.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth fees for services Tedder, James, Worden &
Associates, P.A. provided during fiscal years 2003 and 2002:

                                                2003             2002
                                                ------           ------

         Audit Fees (1)                         $12,725          $6,250
         Audit-related fees (2)                 $0               $0
         Tax fees (3)                           $0               $0
         All other fees (4)                     $0               $0

         Total                                  $12,725          $6,250


(1) Represents fees for professional services provided in connection with the
audit of the Company's annual financial statements and review of Company's
quarterly financial statements.

(2) During 2003 and 2002, the Company did not incur fees for assurance services
related to the audit of the Company's financial statements, which services would
be reported in this category.

(3) During 2003 and 2002, the Company did not incur any fees for services and
advice provided in connection with preparation of federal and state tax returns.

(4) During 2003 and 2002, the Company did not incur any other fees related to
the Company's financial statements.

                                       29
<PAGE>

Generally, the board of directors approves in advance audit and non-audit
services to be provided by Tedder, James, Worden & Associates, P.A. In other
cases, in accordance with Rule 2-01(c)(7) of Securities and Exchange Commission
Regulation S-X, the board of directors has delegated pre-approval authority to
the Company's Secretary & Treasurer for matters which arise or otherwise require
approval between regularly scheduled meetings of the board of directors,
provided that the Secretary & Treasurer report such approvals to the board of
directors at the next regularly scheduled meeting of the board of directors.





                                       30
<PAGE>


SIGNATURES

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


                               GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.


      Date:  April 13, 2004    /s/ Dennis W. Mee
                               ---------------------------
                               Dennis W. Mee
                               President & Chief Executive Officer


      Date:  April 13, 2004    /s/ Scott Kostiuk
                               ---------------------------
                               Scott Kostiuk
                               Secretary & Treasurer and Chief Financial Officer


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.


/s/ Joel K. Bloomer
-------------------------------------
Joel K. Bloomer, Director                      Date: April 13, 2004



-------------------------------------
Ken Thorpe, Director                           Date:


/s/ Dennis W. Mee
-------------------------------------
Dennis W. Mee, Director                        Date: April 13, 2004


/s/ Scott Kostiuk
-------------------------------------
Scott Kostiuk, Director                        Date: April 13, 2004




                                       31