UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): May 30, 2005
SATELLITE ENTERPRISES CORP.
(Exact name of registrant as specified in charter)
Nevada 000-26607 88-0390828
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2140 South Dixie Highway 303, Miami, Florida 33133
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 858-1494
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On May 30, 2005, Satellite Enterprise Corp. (the "Company") entered into an
agreement (the "Agreement") with Citigate First Financial B.V. ("Citigate") for
public relations services for both its headquarters with respect to its
corporate and financial communications positioning, the implementation of its
financial press releases and the rollout of its overall communications plan (the
"Headquarters Support") and its local offices with respect to media relations
support for the Company's local marketing and sales activities (the "Local
Market Support").
The term of the Agreement is for one year and shall terminate on May 30, 2006.
In consideration for providing its services, the Company shall pay Citigate the
following compensation:
o in consideration for providing Local Market Support, each of the local
distributors that utilized this service will pay Citigate 1,500 EUR per
month for the term of the Agreement; and
o in consideration for providing Headquarters Support, the Company will pay
Citigate an aggregate fee of 100,000 EUR of which 10,000 EUR is to be paid
upon commencement of the Agreement only if the Company is cash flow
positive, 40,000 EUR to be paid at the end of 2005 only if the Company is
cash flow positive and 50,000 EUR to be paid at the end of 2005 only if
the Company is cash flow positive.
In the event that the Agreement is terminated within six months of its
commencement, the Headquarters Support fee will be reduced to the product of the
number of months the Agreement was in effective multiplied by 50,000 EUR divided
by 12.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit Number
Description
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10.1 Pan European Communications Support Agreement between
Satellite Enterprises Corp. and Citigate First Financial B.V.
dated May 30, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SATELLITE ENTERPRISES CORP.
Date: July 11, 2005 /s/Roy Piceni
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Roy Piceni
Acting Chief Executive Officer