<PAGE>   1
                                   FORM 10-QSB
(As last amended in Release No. 33-7505, effective January 1,1999, 63 F.R. 9632)

                    U. S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

                    For the quarterly period ended  OCTOBER 28, 2000
                                                    ----------------------------

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

                   Jupiter Marine International Holdings, Inc.
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                     (Exact name of small business issuer as
                            specified in its charter)

                Florida                                        65-0794113
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    (State or other jurisdiction of                           (IRS Employer
     incorporation or organization)                         Identification No.)

                3391 S. E. 14th Avenue, Port Everglades, FL 33316
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                  954-523-8985
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

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              (Former name, former address and former fiscal year,
                          if changed since last report)

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes [ ]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: AS OF NOVEMBER 30, 2000,
THERE WERE 4,078,500 OUTSTANDING SHARES OF $.001 PAR VALUE COMMON STOCK.

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


<PAGE>   2


                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.

<TABLE>
<CAPTION>

PART 1.           FINANCIAL INFORMATION


<S>      <C>                                                                        <C>
Item 1.  Consolidated Financial Statements

         Balance Sheets as of July 28, 2000 and October 28,2000 ..................  3-4

         Statements of Operations for the three months ended October 31, 1999
         and October 28, 2000.....................................................   5

         Statements of Cash Flows for the three months ended October 31, 1999
         and October 28, 2000.....................................................   6

         Notes to consolidated financial statements...............................   7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations......................................   8

PART II. OTHER INFORMATION

Item 6.  Exhibits and reports on form 8-K.........................................  11



</TABLE>
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                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS

                       July 29, 2000 and October 28, 2000

<TABLE>
<CAPTION>

                                                                  JULY 29,         OCTOBER 28,
                                                                    2000              2000
                                                                ----------          ----------
                                                                 (AUDITED)         (UNAUDITED)
<S>                                                             <C>                 <C>
ASSETS

Current assets:
        Cash and cash equivalents                               $  372,552          $  444,912
        Accounts receivable                                         17,134              13,779
        Inventory                                                  619,153           1,014,563
        Prepaid expenses                                            34,888              40,381
                                                                ----------          ----------
                    Total current assets                         1,043,727           1,513,635

Property and equipment:
        Boat molds                                               1,057,437           1,077,757
        Leasehold improvements                                     160,071             169,677
        Machinery and equipment                                    148,759             153,601
        Office furniture and equipment                              10,112              22,284
                                                                ----------          ----------
                                                                 1,376,379           1,423,319
        Less accumulated depreciation and amortization             485,917             542,017
                                                                ----------          ----------
                    Property and equipment, net                    890,462             881,302
                                                                ----------          ----------

Deposits and other                                                  35,525              34,674
                                                                ----------          ----------

                    Total assets                                $1,969,714          $2,429,611
                                                                ==========          ==========
</TABLE>





           See accompanying notes to consolidated financial statements




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<PAGE>   4

<TABLE>
<CAPTION>


                                                                                       JULY 29,            OCTOBER 28,
                                                                                        2000                  2000
                                                                                     -----------           -----------
                                                                                      (AUDITED)            (UNAUDITED)
<S>                                                                                      <C>                   <C>
Liabilities and Stockholders' Equity

Current liabilities:
        Accounts payable                                                                 351,538               311,240
        Accrued expenses                                                                  86,605               101,898
        Customer deposits                                                                 57,471               434,783
        Warranty reserve                                                                  50,209                51,725
        Curent portion of debt                                                           223,200               243,000
                                                                                     -----------           -----------
                    Total current liabilities                                            769,023             1,142,646

Long-term liabilities:
        Accrued interest payable                                                          54,444                73,328
        Debt less current portion                                                        350,000               350,000
                                                                                     -----------           -----------
                    Total liabilities                                                  1,173,467             1,565,974

Stockholders' equity

   Convertible preferred stock, $.01 par value, 5,000,000 shares authorized
     1,277,860 and 1,412,135 aggregate liquidation preference):

        Series A, 328,000 shares issued and outstanding                                      328                   328
        Series B, 205,000 and 259,000 shares issued and outstanding                          205                   259
        Series C, 744,860 and 825,13500 shares issued and outstanding                        745                   825
   Common stock, $.001 par value, 50,000,000 shares authorized
        4,078,500 issued and outstanding                                                   4,079                 4,079
        Additional paid-in capital                                                     2,141,356             2,189,072
        Accumulated deficit                                                           (1,350,466)           (1,330,926)
                                                                                     -----------           -----------
                    Total stockholders' equity                                           796,247               863,637
                                                                                     -----------           -----------
                    Total liabilities and stockholders' equity                       $ 1,969,714           $ 2,429,611
                                                                                     ===========           ===========

</TABLE>





           See accompanying notes to consolidated financial statements


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<PAGE>   5

                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS

        For the Three Months Ended October 31, 1999 and October 28, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                THREE MONTHS        THREE MONTHS
                                                                   ENDED               ENDED
                                                               OCTOBER 31, 1999    OCTOBER 28, 2000
                                                             ------------------    -----------------
<S>                                                             <C>                   <C>
Net sales                                                       $ 1,212,490           $ 1,789,950

Cost of sales                                                     1,048,070             1,429,584
                                                                -----------           -----------
Gross profit                                                        164,420               360,366

Operating expenses:
        Selling                                                      35,013                33,889
        Advertising                                                   6,848                32,132
        General and administrative                                  129,337               188,634
        Depreciation                                                 46,491                56,100
                                                                -----------           -----------
        Total operating expenses                                    217,689               310,755

        Income (loss) from operations                               (53,269)               49,611

Other income (expenses):
        Interest expense                                             (9,163)              (36,050)
        Other                                                            --                 5,979
                                                                -----------           -----------
Net income (loss) applicable to common stockholders             $   (62,432)          $    19,540
                                                                ===========           ===========
Weighted average number of shares of common
        stock outstanding                                         4,078,500             4,078,500

Net income (loss) per common share - basic and diluted          $     (0.02)          $      0.01
                                                                ===========           ===========

</TABLE>




           See accompanying notes to consloidated financial statements


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<PAGE>   6

                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

        For the Three Months Ended October 31, 1999 and October 28, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                        THREE MONTHS           THREE MONTHS
                                                                           ENDED                 ENDED
                                                                      OCTOBER 31, 1999       OCTOBER 28, 2000
                                                                      ----------------       ----------------
<S>                                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                      $(62,432)          $  19,540
     adjustments to reconcile net income (loss) to
         net cash (used) provided by operating activities:
         Depreciation and amortization                                        46,491              56,100
         Amortization of deemed discount on notes payable                         --              19,800
         Changes in assets and liabilities:
            (Increase) decrease in accounts receivable                       (86,371)              3,355
            (Increase) decrease in inventories                                53,245            (395,410)
            (Increase) decrease in prepaid expenses                          (24,761)             (5,493)
            (Increase) decrease in other assets                                   --                 851
            Increase (decrease) in accounts payable                           72,758             (40,298)
            Decrease (increase) in payroll tax payable                       (33,125)                 --
            Increase in accrued expenses                                      54,841              34,177
            (Decrease) increase in customer deposits                         (60,669)            377,312
            Increase  (decrease) in warranty reserve                           1,324               1,516
                                                                            --------           ---------
                         Net cash (used in) provided by
                           operating activities                              (38,699)             71,450
                                                                            --------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                       (9,832)            (46,940)
                                                                            --------           ---------
                         Net cash used in investing activities                (9,832)            (46,940)
                                                                            --------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
            Net proceeds from sale of preferred stock                             --              47,850
                                                                            --------           ---------
                         Net cash provided by financing activities                --              47,850
                                                                            --------           ---------
                         Net (decrease) increase in cash                     (48,531)             72,360

CASH, beginning of period                                                     59,351             372,552
                                                                            --------           ---------
CASH, end of period                                                         $ 10,820           $ 444,912
                                                                            ========           =========

</TABLE>




           See accompanying notes to consolidated financial statements


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<PAGE>   7

                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of normal recurring
accruals considered necessary for a fair presentation have been included.
Operating results for the three month period ended October 28, 2000 are not
necessarily indicative of the results that may be expected for the year ending
July 28, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on form
10-KSB for the year ended July 28, 2000.

In order to maintain consistence and comparability between periods presented
certain amounts have been reclassified from the previous reported financial
statements in order to conform to the financial statements presentation of the
current period.

The consolidated financial statements include Jupiter Marine International
Holdings, Inc., ("the Company") and its wholly-owned subsidiaries, Jupiter
Marine International, Inc. and Phoenix Yacht Corporation. All inter-company
balances and transactions have been eliminated.





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<PAGE>   8

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

GENERAL

         Management's discussion and analysis contains various "forward-looking
statements" within the meaning of the Securities and Exchange Act of 1934. Such
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward-looking terminology such as "may,"
"expect," "anticipate," "estimate" or "continue" or use of negative or other
variations or comparable terminology.

         The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those contained in the forward-looking statements, that these forward-looking
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements.

NET SALES

         The Company's net sales increased by $577,460 (or 47.6%) to $1,789,950
for the quarter ended October 28, 2000 as compared to $1,212,490 for the quarter
ended October 31, 1999. The sales increase is attributable, in part, to a
growing dealer confidence level in our boats. Additionally, our advertising
campaign, boating magazine articles and boat show participation has increased
the awareness of our product to the retail customer. The average selling price
per boat for the first quarter of this year was $105,291 as compared to $80,833
for the same quarter last year. This change is due to the sale of larger more
expensive boats in the quarter ended October 28, 2000. Dealer inventory remains
relatively low for this time of year and our order backlog is approximately
three months.

COST OF SALES

         Cost of sales for the quarter ended October 28, 2000 was $1,429,584
resulting in $360,366 of gross margin or 20.1% of net sales. For the quarter
ended October 31, 1999 cost of sales was $1,048,070 and gross margin was
$164,420 or 13.6% of net sales. The improvement in gross margin dollars and 6.5%
increase in gross margin is due to improved manufacturing efficiencies and
reductions in material cost.


                                      -8-

<PAGE>   9

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expenses were $310,755 for the
first quarter ended October 28, 2000 compared to $217,689 for the quarter ended
October 31, 1999, an increase of $93,066, or 42.8%. This increase is due to
higher general and administrative expenses needed to support the increased sales
volume and an approximate $25,284 increase in advertising.

         Depreciation and amortization expense increased $9,609 from $46,491 to
$56,100 or 21%, due primarily to additional depreciation and amortization on new
leaseholds and equipment purchased during the last three quarters of fiscal year
ended July 29, 2000 as a result of increased volume.

         Interest expense increased by $26,887 because of the addition of short
term borrowings of $200,000 during July, 2000, and due to approximately $20,000
amortization of deemed discount during the first quarter ended October 28, 2000
for warrants issued in connection with notes payable.



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<PAGE>   10


LIQUIDITY AND CAPITAL RESOURCES

         The Company, from its inception through the end of the fiscal year
1999, had experienced negative cash flow and met its cash requirements by
issuing, through private placements, its common and preferred stock. The Company
anticipates that funds received from these sources and cash generated from
operations should be sufficient to satisfy the Company's contemplated cash
requirements for at least the next 12 months. After such time, the Company
anticipates that cash generated from operations will be sufficient to fund its
operations, although there can be no assurances that this will be the case.

         Inventories increased by $395,410 at October 28, 2000 compared to July
29, 2000 as a result of higher production, and the inclusion of two finished
boats not shipped until November 2000 due to a temporary scheduling conflict.
Accounts payable decreased by $40,298 during this same time period due to
increased liquidity allowing for faster payment of payables in relation to the
inventory build up. Advance payments of approximately $190,000 on the two
finished boats in inventory described above contributed to the $247,066 increase
in customer deposits. The remaining increase in customer deposits results from
the prepayment by dealers of boats in production.

         During the quarter ended October 28, 2000, the Company sold through a
private placement, 55,000 shares of Series C Convertible Preferred Stock for $1
per share resulting in proceeds of $47,850, net of expenses.

         The Company does not anticipate any significant purchase of equipment
in the near future. The number and level of employees at October 28, 2000 should
be adequate to fulfill the production schedule.


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<PAGE>   11


                           PART II. OTHER INFORMATION

ITEM 6. Exhibits and Reports on Form 8-K

(a)     Exhibits required by Item 601 of Requlation S-B

        The following exhibits are filed as part of this report:

          Exhibits:

(27.1)  Financial Data schedule

(b)     Reports on Form 8-K

        (i) None




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<PAGE>   12

                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   JUPITER MARINE INTERNATIONAL
                                           HOLDINGS, INC.



Date: December 12, 2000            By: /s/ Carl Herndon
                                       -----------------------------------------
                                       Carl Herndon, Director, CEO and President





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