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 27, 2001
                                                ----------------

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

         Florida                                              65-0794113
--------------------------------------------------------------------------------
(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)


--------------------------------------------------------------------------------
   (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 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 December
     2, 2001, there were 4,143,300 outstanding shares of $.001 par value common
     stock.

                  Transitional Small Business Disclosure Format (check one):

        Yes   [ ]   No    [X]


<PAGE>
                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.

Part I.  Financial Information
-------  ---------------------

Item 1.  Consolidated Financial Statements

         Balance Sheets as of July 28, 2001 and October 27, 2001

         Statements of Operations for the three months ended October 28, 2000
         and October 27, 2001

         Statements of Cash Flows for the three months ended October 28, 2000
         and October 27, 2001

         Statements of Stockholders' Equity as of July 28, 2001 and October 27,
         2001

         Notes to consolidated financial statements

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

Part II. Other Information
-------- -----------------

Item 5.  Other Information

Item 6.  Exhibits and reports on form 8-K















                                       2
<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  CONSOLIDATED FINANCIAL STATEMENTS


                   Jupiter Marine International Holdings, Inc.
                           Consolidated Balance Sheets
                       July 28, 2001 and October 27, 2001
<TABLE>
<CAPTION>


                                                                                   July 28,            October 27,
                                                                                     2001                 2001
                                                                               ---------------       --------------
Assets                                                                            (Audited)            (Unaudited)
<S>                                                                            <C>                   <C>
Current assets:
        Cash and cash equivalents                                              $       73,068        $     202,883
        Accounts receivable                                                             9,617               12,262
        Inventory                                                                     898,668              914,201
        Prepaid expenses                                                               48,521               48,817
                                                                               ---------------       --------------

                    Total current assets                                            1,029,874            1,178,163


Property and equipment:
        Boat molds                                                                  1,215,926            1,304,627
        Leasehold improvements                                                        247,670              251,070
        Machinery and equipment                                                       157,431              161,620
        Office furniture and equipment                                                 39,583               41,605
                                                                               ---------------       --------------
                                                                                    1,660,610            1,758,922
        Less accumulated depreciation and amortization                                735,417              805,489
                                                                               ---------------       --------------

                    Property and equipment, net                                       925,193              953,433
                                                                               ---------------       --------------


Deposits and other                                                                     36,905               42,578
                                                                               ---------------       --------------


                    Total assets                                               $   $1,991,972        $   2,174,174
                                                                               ===============       ==============

</TABLE>
           See accompanying notes to consolidated financial statements


                                       3
<PAGE>
<TABLE>
<CAPTION>

                                                                                   July 28,            October 27,
Liabilities and Stockholders' Equity                                                 2001                 2001
                                                                               ---------------       --------------
                                                                                  (Audited)            (Unaudited)
<S>                                                                                   <C>                  <C>
Current liabilities:
        Accounts payable                                                              377,621              526,749
        Accrued expenses                                                               84,044               84,588
        Customer deposits                                                             537,128              434,587
        Warranty reserve                                                               54,694               55,141
                                                                               ---------------       --------------

                    Total current liabilities                                       1,053,487            1,101,065

Long-term liabilities:
        Accrued interest payable                                                       53,957               62,708
        Debt less current portion                                                     350,000              350,000
                                                                               ---------------       --------------

                    Total liabilities                                               1,457,444            1,513,773

Stockholders' equity
   Convertible preferred stock, $.001 par value, 5,000,000
     shares authorized $1,277,860 and $1,498,019
     aggregate liquidation preference):
        Series A, 315,000 shares issued and outstanding                                   315                  315
        Series B, 328,750 shares issued and outstanding                                   329                  329
        Series C, 854,269 shares issued and outstanding                                   854                  854
   Common stock, $.001 par value, 50,000,000 shares authorized
        4,143,300 issued and outstanding                                                4,144                4,144
        Additional paid-in capital                                                  2,302,133            2,335,312
        Accumulated deficit                                                        (1,773,247)          (1,680,553)
                                                                               ---------------       --------------

                    Total stockholders' equity                                        534,528              660,401

                                                                               ---------------       --------------
                    Total liabilities and stockholders' equity                 $   $1,991,972        $   2,174,174
                                                                               ===============       ==============
</TABLE>

           See accompanying notes to consolidated financial statements


                                       4
<PAGE>
                   Jupiter Marine International Holdings, Inc
                      Consolidated Statements of Operations
        For the Three Months Ended October 28, 2000 and October 27, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                       Three Months                Three Months
                                                                          Ended                       Ended
                                                                     October 28, 2000            October 27, 2001
                                                                     ----------------            ----------------
<S>                                                                       <C>                        <C>
Net sales                                                            $     1,789,950             $    1,925,381

Cost of sales                                                              1,429,584                  1,456,030
                                                                     ----------------            ---------------

Gross profit                                                                 360,366                    469,351

Operating expenses:
        Selling, general and administrative                                  254,655                    264,754
        Depreciation and amortization                                         56,100                     70,073
                                                                     ----------------            ---------------

        Total operating expenses                                             310,755                    334,827


        Income  from operations                                               49,611                    134,524

Other income (expense):
        Interest expense                                                     (36,050)                    (8,791)
        Other                                                                  5,979                        140
                                                                     ----------------            ---------------

Net Income                                                                    19,540                    125,873

Dividends on preferred stock                                                  27,772                     33,179

                                                                     ----------------            ---------------
Net income (loss) applicable to common stockholders                  $        (8,232)            $       92,694
                                                                     ================            ===============


Net income (loss) per common share - basic  (Note 2)                 $             -             $         0.02
                                                                     ================            ===============
</TABLE>


        See accompanying notes to consolidated financial statements


                                       5
<PAGE>
                   Jupiter Marine International Holdings, Inc.
                      Consolidated Statements of Cash Flows
        For the Three Months Ended October 28, 2000 and October 27, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                           Three Months               Three Months
                                                                              Ended                       Ended
                                                                         October 28, 2000           October 27, 2001
                                                                         ----------------           ----------------
<S>                                                                       <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                           $      19,540             $      125,873
     Adjustments to reconcile net income  to
         net cash  provided by operating activities:
         Depreciation and amortization                                           56,100                     70,073
         Amortization of deemed discount on notes payable                        19,800                          -
         Decrease (increase) in:
            Accounts receivable                                                   3,355                     (2,645)
            Inventories                                                        (395,410)                   (15,533)
            Prepaid expenses                                                     (5,493)                      (296)
            Other assets                                                            851                     (5,673)
         Increase (decrease) in:
            Accounts payable                                                    (40,298)                   149,128
            Accrued expenses                                                     34,177                        544
            Customer deposits                                                   377,312                   (102,541)
            Warranty reserve                                                      1,516                        447
                                                                          --------------            ---------------

                         Net cash  provided by
                           operating activities                                  71,450                    219,377
                                                                          --------------            ---------------


CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                         (46,940)                   (98,313)
                                                                          --------------            ---------------

                         Net cash used in investing activities                  (46,940)                   (98,313)
                                                                          --------------            ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
            Increase in long term interest payable                                    -                      8,751
            Net proceeds from sale of preferred stock                            47,850                          -
                                                                          --------------            ---------------
                         Net cash provided by financing activities               47,850                      8,751
                                                                          --------------            ---------------

                         Net increase in cash                                    72,360                    129,815

CASH, beginning of period                                                       372,552                     73,068
                                                                          --------------            ---------------

CASH, end of period                                                       $     444,912             $      202,883
                                                                          ==============            ===============
</TABLE>

           See accompanying notes to consolidated financial statements


                                       6

<PAGE>
                  Jupiter Marine International Holdings, Inc.
                Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>

                                    Perferred Stock            Common Stock
                                        Number                    Number                Additional                      Total
                                          of                        of                    Paid-in      Accumulated  Stockholders'
                                        Shares         Amount     Shares     Amount       Capital        Deficit       equity
                                    ---------------------------------------------------------------------------------------------
<S>                                        <C>        <C>        <C>          <C>       <C>           <C>              <C>
Balance, July 31. 1999                   533,000    $   533    4,078,500    $ 4,079   $ 1,357,023   $ (1,034,801)    $ 326,834

Preferred stock dividend declared
and issuable                                                                              114,108       (114,108)

Net proceeds from sale of Series C
preferred stock                          744,860        745                               633,925                      634,670

Deemed discount for fair value of
warrants issued in connection with
notes payable                                                                              36,300                       36,300

Net loss                                                                                                (201,557)     (201,557)

                                    -------------------------------------------------------------------------------------------
Balance, July 29, 2000                 1,277,860      1,278    4,078,500      4,079     2,141,356     (1,350,466)      796,247

Issued stock dividend                     53,300         53                                   (53)                           -

Conversion of Sereis A preferred         (15,600)       (15)      46,800         47           (32)                           -
stock to Common stock

Conversion of Sereis B preferred
stock to Common stock                     (6,000)        (6)      18,000         18           (12)                           -

Preferred Stock dividend                 133,459        133                               113,079       (113,212)            -
declared and issuable

Net proceeds from sale of Series C        55,000         55                                47,795                       47,850
preferred stock

Net loss                                                                                                (309,569)     (309,569)

Balance July 28, 2001                  1,498,019    $ 1,498    4,143,300    $ 4,144   $ 2,302,133   $ (1,773,247)    $ 534,528

 Net Income 1st qtr 10/27/01                                                                              92,694        92,694

 Preferred stock dividend                                                                                 33,179        33,179

                                    -------------------------------------------------------------------------------------------
 Balance October 27, 2001              1,498,019      1,498    4,143,300      4,144     2,302,133     (1,647,374)      660,401
                                    ===========================================================================================

</TABLE>
           See accompanying notes to consolidated financial statements

                                       7

<PAGE>
                   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 27, 2001 are not
necessarily indicative of the results that may be expected for the year ending
July 27, 2002. 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, 2001.

In order to maintain consistency and comparability between periods presented
certain amounts have reclassified from the previous reported financial
statements in order to conform to the financial statement 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.

Note 2. Earnings Per Share

The following table sets forth the computation of the basic and fully diluted
earnings per share for the three-month periods ended October 28, 2000 and
October 27, 2001.
<TABLE>
<CAPTION>
                                                      2000               2001
<S>                                                  <C>               <C>
Numerator:
Net income                                           $19,540           $125,873
Preferred stock dividends                            (27,772)           (33,179)
                                                     -------           --------

Numerator for basic earnings per share:
Income available to common stockholders               (8,232)            92,694
</TABLE>


                                       8
<PAGE>
                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                                     <C>                         <C>
Effect of dilutive securities:
Convertible debt                                        8,750                       8,791

Numerator for diluted earnings per share:
Income available to common stockholders
After assumed conversion                         $        518               $     101,485
                                                 ============               =============


Denominator:
Denominator for basic earnings per share:
Weighty average shares                              4,078,500                   4,143,300

Effect of dilutive securities:
Convertible preferred stock                         3,411,270                   3,639,788
Convertible debt                                      933,333                   1,400,000
                                                 ------------               -------------

Dilutive potential common shares                    4,344,603                   5,039,788
                                                 ------------               -------------

Denominator for diluted earnings per share          8,423,103                   9,183,088
                                                 ============               =============

Basic earnings per share                         $      (0.00)              $        0.02
                                                 ============               =============

Diluted earnings per share                       $      (0.00)              $        0.01
                                                 ============               =============
</TABLE>





                                       9

<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

General

         Jupiter Marine International Holdings, Inc. (JMIH), a Florida
corporation, was incorporated on May 19, 1998. On May 26, 1998, JMIH acquired
all of the outstanding shares of common stock of Jupiter Marine International,
Inc.(JMI), a boat manufacturing company, which was incorporated under the laws
of the State of Florida on November 7, 1997. On February 17, 2000 JMIH purchased
certain of the assets of Phoenix Marine International, Inc. JMIH formed a new
wholly owned subsidiary, Phoenix Yacht Corporation (Phoenix) to hold these
assets. JMIH, JMI and Phoenix will sometimes be collectively referred to as the
"Company". The Company's principal offices and manufacturing facilities are
located in Port Everglades, Florida. The Company's Web site address is
www.jupitermarine.com.

         The Company designs, manufactures and markets a diverse mix of high
quality sportfishing boats under the Jupiter and Phoenix names. The Jupiter
product line currently consists of four outboard powered center console models:
the Classic 31' Open, a 31' Cuddy Cabin, a 27' Open and a 27' Console-berth
model. The Phoenix models include a completely redesigned inboard powered 35'
Flybridge Convertible as well as a 38' Flybridge Convertible.

         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 were $1,925,381 for the quarter ended October
27, 2001 an increase $135,431 (or 7.6%) as compared to $1,789,950 for the
quarter ended October 28, 2000. Management believes the Company's reputation for
building high quality and very seaworthy boats contributed to this sales
increase even though the economy continues to be sluggish. Management cautions
that there can be no assurances that retail demand for its product will continue

                                       10
<PAGE>
to go against the economic trend. Management also believes the Company's
advertising campaign, boating magazine articles and boat show participation has
increased the awareness of the Jupiter and Phoenix brands to the retail customer
which may have also contributed to increased sales. The average sales price per
boat for the quarter ended October 27, 2001 was $128,359 as compared to $105,291
for the same quarter last year. This change is due to the sale of larger, more
expensive boats. Our order backlog has been reduced to less than six weeks due
to seasonality and the uncertain economy.

Cost of Sales

         Cost of sales for the quarter ended October 27, 2001 was $1,456,030
resulting in $469,351 of gross margin or 24.4% of net sales. For the quarter
ended October 28, 2000 cost of sales was $1,429,584 and gross margin was
$360,366 or 20.1% of net sales. The improvement in gross margin dollars and
percentage of net sales is due to improved manufacturing efficiencies,
reductions in material cost and better capacity utilization.

Selling, General and Administrative Expenses

         Selling, general and administrative expenses were $264,754 an increase
of $10,099 (3.9%) for the quarter ended October 27, 2001, or 13.8% of net sales,
as compared to $254,655, or 14.2% of net sales for the quarter ended October 28,
2000. This dollar increase is primarily due to the cost associated with the
addition of a full time chief financial officer on July 1, 2001. The increase,
however, was partially offset by reduced spending in other general and
administrative accounts.

         Depreciation and amortization expense increased $13,973 to $70,073 for
the quarter ended October 27, 2001 as compared to $56,100 for the same quarter
last year, Leasehold improvement additions and new boat molds account for this
increase.

         Interest expense decreased by $27,259 to $8,791 for the quarter ended
October 27, 2001, compared to $36,050 for the same quarter of the prior year,
because of the repayment of short term borrowings and the deemed discount for
warrants issued in connection with repaid notes payable issued in fiscal year
2000.

Liquidity and Capital Resources

         The Company, from its inception, has experienced poor cash flows and
has met its cash requirements by issuing, through private placements, its common
and preferred stock and through third party loans. On December 7, 2001 the
Company finalized a revolving line of credit with a financial institution in the
amount of $250,000. In addition to the additional funds from this loan,
management has the ability to reduce certain marketing and administrative costs,
if necessary, in order to maintain adequate liquidity. The Company believes the
loan proceeds will be adequate to fund its on-going operations. The Company's
continued existence is dependent upon its ability to resolve its liquidity
problems, principally by obtaining additional debt financing.

                                       11
<PAGE>
         Inventories increased by $15,533 to $914,201 at October 27, 2001
compared to $898,668 at July 28, 2001 as a result of higher production.
Expenditures made for molds and tooling were $88,701 for the three months ended
October 27, 2001 as compared to $20,320 for the three months ended October 28,
2000. This increase is due to a major tooling change to our product line for
model year 2002. Accounts payable increased by $149,128 during this same period
due to increased inventory and additional terms from vendors. Customer deposits
decreased during the three months ended October 27, 2001 as boats relating to
these deposits were delivered.

         The Company does not anticipate any significant purchase of equipment
in the near future. The number and level of employees at October 27, 2001 should
be adequate to fulfill the production schedule.





























                                       12
<PAGE>
PART II. OTHER INFORMATION

Item 5.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

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

                  None

         (b)      Reports on Form 8-K

                  None


                                   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 11, 2001            By: /s/ Carl Herndon
                                   -----------------------------------------
                                   Carl Herndon, Director, CEO and President
















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