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, 2006
                                                    ----------------

( )      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 [ ]

         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

                      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 1, 2006:
18,863,861 shares of common stock.

         Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                        <C>
Part I.  Financial Information                                                                             3
-------  ---------------------

Item 1.  Consolidated Financial Statements                                                                 3

         Balance Sheets as of October 28, 2006 and July 29, 2006                                           3

         Statements of Operations for the three months ended October
         28, 2006 and October 29, 2005                                                                     4

         Statements of Cash Flows for the three months ended October 28,
         2006 and October 29, 2005                                                                         5

         Notes to consolidated financial statements                                                        6

Item 2.  Management's Discussion and Analysis of Financial  Condition and
         Results of Operations                                                                             7

Item 3.  Controls and Procedures                                                                           9

Part II. Other Information                                                                                 11
-------- -----------------

Item 1.  Legal Proceedings                                                                                 11

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                       11

Item 3.  Defaults Upon Senior Securities                                                                   11

Item 4.  Submissions of Matters to a Vote of Security Holders                                              11

Item 5.  Other Information                                                                                 11

Item 6.  Exhibits                                                                                          11
</TABLE>




















                                       2
<PAGE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial information

                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                        October 28,      July 29,
                                                                           2006           2006
                                                                        (unaudited)     (audited)
<S>                                                                   <C>               <C>
                            ASSETS
                            ------
CURRENT ASSTS:
     Cash and cash equivalents                                        $      100,542  $     315,235
     Accounts receivable, net                                                209,626        175,992
     Employee receivables                                                    134,570        134,570
     Inventory                                                             3,132,704      2,775,674
     Prepaid expenses                                                        155,116         82,960
                                                                      ------------------------------
         Total current assets                                              3,732,558      3,484,431

PROPERTY AND EQUIPMENT:
     Boat molds                                                            2,432,762      2,432,762
     Machinery and equipment                                                 605,576        605,576
     Leasehold improvements                                                  731,614        683,270
     Office furniture and equipment                                          103,950        103,950
                                                                      ------------------------------
                                                                           3,873,902      3,825,558
     Less accumulated depreciation and amortization                        1,984,483      1,874,274
                                                                      ------------------------------
     Property and equipment, net                                           1,889,419      1,951,284
                                                                      ------------------------------

OTHER ASSETS                                                                  43,754         34,957
                                                                      ------------------------------

        TOTAL ASSETS                                                  $    5,665,731  $   5,470,672
                                                                      ==============================

                LIABILITIES AND STOCKHOLDER'S EQUITY
                ------------------------------------

CURRENT LIABILITIES:
     Accounts payable                                                 $    1,270,806  $   1,164,070
     Accrued expenses                                                        162,770        209,625
     Customer deposits                                                        48,022         96,466
     Warranty reserve                                                        100,580        100,118
     Current portion of capital lease obligation                              24,687         24,687
     Notes payable                                                           700,000        550,000
                                                                      ------------------------------
        Total current liabilities                                          2,306,865      2,144,966

LONG-TERM LIABILITIES:
     Accrued interest due to shareholders                                    131,637        143,351
     Notes payable to shareholders                                           350,000        350,000
     Capital lease obligation, less current maturities                        36,279         42,315
                                                                      ------------------------------
                                                                             517,916        535,666
                                                                      ------------------------------

        TOTAL LIABILITIES                                                  2,824,781      2,680,632
                                                                      ------------------------------

SHAREHOLDERS' EQUITY:
     Common stock, $.001 par value, 50,000,000 shares authorized,
       18,863,861 and 18,863,861 issued and outstanding                       18,864         18,864
     Additional paid-in capital                                            4,143,787      4,105,197
     Deficit                                                              (1,321,701)    (1,334,021)
                                                                      ------------------------------
        TOTAL SHAREHOLDER'S EQUITY                                         2,840,950      2,790,040
                                                                      ------------------------------
        TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                    $    5,665,731  $   5,470,672
                                                                      ==============================
</TABLE>
     See accompanying notes to consolidated financial statements
                                       3
<PAGE>
<TABLE>
                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                                   (unaudited)


                                                   October 28,              October 29,
                                                       2006                     2005
                                                       ----                     ----
<S>                                               <C>                    <C>
NET SALES                                         $     3,892,224        $         3,134,300

COST OF SALES (exclusive of depreciation)               3,098,918                  2,354,793
                                                  ---------------        -------------------

   GROSS PROFIT                                           793,306                    779,507
                                                  ---------------        -------------------

OPERATING EXPENSES:
 Selling and marketing                                    143,332                    111,354
 General and administrative                               488,165                    360,752
 Depreciation and amortization                            110,209                     82,670
                                                  ---------------        -------------------

    Total operating expenses                              741,706                    554,776
                                                  ---------------        -------------------

OTHER INCOME (EXPENSE):
 Interest expense                                         (42,600)                   (15,884)
 Other income (expense)                                     3,320                     11,915
                                                  ---------------        -------------------

      Total other income (expense)                        (39,280)                    (3,969)
                                                  ---------------        -------------------

NET INCOME BEFORE INCOME TAXES                             12,320                    220,762
INCOME TAX EXPENSE                                              -                          -
                                                  ---------------        -------------------

NET INCOME                                                 12,320                    220,762

 Dividends on preferred stock                                   -                          -
                                                  ---------------        -------------------

NET INCOME APPLICABLE TO
COMMON SHAREHOLDERS                               $        12,320        $           220,762
                                                  ===============        ===================

Basic and diluted net income per
   common share
       Basic                                      $             -        $              0.01
                                                  ===============        ===================
       Diluted                                    $             -        $              0.01
                                                  ===============        ===================

Weighted average number of shares
  of common stock outstanding
      Basic                                            18,863,861                 15,555,525
      Diluted                                          19,863,861                 17,555,525

</TABLE>





           See accompanying notes to consolidated financial statements
                                       4
<PAGE>
<TABLE>
<CAPTION>
                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED

                                                                                 October 28,        October 29,
                                                                                    2006               2005
                                                                                 (unaudited)        (unaudited)
<S>                                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                                    $      12,320     $        220,762
Adjustments to reconcile net income to net cash
 provided by operating activities:
     Depreciation and amortization                                                  110,209               82,670
     Options issued as compensation                                                  38,590
     Decrease (increase) in:
        Accounts receivable                                                         (33,634)                (715)
        Inventory                                                                  (357,030)            (510,887)
        Prepaid expenses                                                            (72,156)              53,199
        Other assets                                                                 (8,797)
     Increase (decrease) in:
        Accounts payable                                                            106,736              387,841
        Accrued expenses                                                            (46,855)              95,724
        Customer deposits                                                           (48,444)             (20,179)
        Warranty reserve                                                                462               25,635
        Accrued interest payable                                                    (11,714)              11,523
                                                                              -------------     ----------------

          Net cash (used in) provided by operating activities                      (310,313)             345,573
                                                                              -------------     ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of property and equipment                                          (48,344)             (86,639)
                                                                              -------------     ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Borrowings on notes payable and long term debt                              150,000              160,000
        Payment on notes payable and long term debt                                       -             (240,000)
        Payments on capital lease obligations                                        (6,036)                   -
                                                                              -------------     ----------------

          Net cash used in financing activities                                     143,964              (80,000)
                                                                              -------------     ----------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                               (214,693)             178,934

CASH AND CASH EQUIVALENTS, beginning of period                                      315,235              356,361
                                                                              -------------     ----------------

CASH AND CASH EQUIVALENTS, end of period                                      $     100,542     $        535,295
                                                                              =============     ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
        Cash paid for interest                                                $      54,314     $         15,884
                                                                              =============     ================

</TABLE>








           See accompanying notes to consolidated financial statements

                                       5
<PAGE>
          Jupiter Marine International Holdings, Inc. and Subsidiaries
                   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-months ended October 28, 2006, are not
necessarily indicative of the results that may be expected for the year ending
July 28, 2007. 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 29, 2006.

In order to maintain consistency and comparability between periods presented,
certain amounts have been reclassified from the previously 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. and its wholly owned subsidiary, Jupiter Marine International,
Inc. All inter-company balances and transactions have been eliminated.



























                                       6
<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. JMIH and JMI will sometimes be
collectively referred to as the "Company". The Company's principal offices and
manufacturing facilities are located in Ft. Lauderdale, Florida. Additional
manufacturing facilities are located in Palmetto, 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 brand name. The outboard powered
product line currently consists of five models:

         38' Forward Seating Center Console
         31' Cuddy Cabin
         31' Forward Seating Center Console
         31' Open Center Console
         29' Forward Seating Center Console

         The Company plans to grow the business by the addition of new features
on present models, the introduction of new models and expansion of its Palmetto
facility. The Company would consider an acquisition candidate if their products
would complement those offered by the Company and the result would enhance the
service level provided by the Company. There are no discussions with any
potential candidates at this time, nor has the Company identified any
acquisition candidates.

         Effects of higher fuel prices, higher interest rates, increases in
costs of other raw materials and lower consumer confidence may contribute to a
slow down of the economy, which may temper our sales growth. While we have had
limited success in controlling our operational expenses we continue to examine
ways to reduce costs on a going-forward basis, as a public company we are
constantly faced with increasing costs and expenses to comply with SEC reporting
obligations. We may be required in fiscal 2007 to comply with the new annual
internal control certification pursuant to Section 404 of the Sarbanes-Oxley Act
of 2002 and the related SEC rules. We expect that these and other compliance
costs of a public company will increase significantly. In addition, our stock
has historically been, and continues to be, relatively thinly traded, providing
little liquidity for our shareholders. As result of the foregoing, we have, from
time-to-time considered, and expect from time-to-time to continue to consider
strategic alternatives to maximize shareholder value.

         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






                                       7
<PAGE>
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 $3,892,224 for the quarter ended October
28, 2006 an increase of $757,924 (or 24.2%) as compared to $3,134,300 for the
quarter ended October 29, 2005. The new Palmetto facility which was not open in
the quarter ended October 29, 2005 and manufactures only the new 29' Forward
Seating Center Console, contributed $1,330,718 in net sales.

         Dealer inventory at October 28, 2006 was approximately two and one-half
months compared to an approximate two-month supply at the same time last year.
Order backlog reduced to approximately one month at October 28, 2006 from six
months at the same time last year. The marine industry has been experiencing a
softening in sales with some major companies reporting production cuts. We
continually monitor activity at our dealerships and have and will continue to
adjust production to meet consumer demand.

Cost of Sales and Gross Profit

         Cost of sales for the quarter ended October 28, 2006 was $3,098,918
resulting in $793,306 of gross profit or 20.4% of net sales. For the quarter
ended October 29, 2005 cost of sales was $2,354,793 and gross profit was
$779,507 or 24.9% of net sales. A sales mix shift to the less profitable 29'
Forward Searing model and inefficiencies, primarily labor, associated with the
commencement and development of Palmetto operations negatively impacted gross
margin for the quarter ended October 28, 2006.

         Although the Company, in the past, has been able to somewhat offset
increased raw material cost there can be no assurance that the Company will be
able to do so in the future.

Selling, General and Administrative Expenses

         Selling and marketing expenses were $143,332, or 3.7% of net sales, for
the quarter ended October 28, 2006 as compared to $111,354 or 3.6% of net sales
for the same quarter of last year. This increase is attributable to engaging an
advertising agency during the fourth quarter of last fiscal year and the
addition of a full time customer service representative to better handle
customer needs.

         General and administrative expenses were $488,165 or 12.5% of net sales
for the quarter ended October 28, 2006 compared to $360,752 or 11.5% of net
sales for the same quarter of last year. The Company recorded compensation cost







                                       8
<PAGE>
of $38,591 from employee stock options as a result of adopting the provisions of
Financial Accounting Standards No. 123, Share-Based Payment. The remaining
increase is attributable to the addition of an inventory control specialist,
higher employee benefit costs and an approximate $15,000 increase in general and
liability insurance.

         Depreciation and amortization expense increased by approximately 33% or
$27,539 to $110,209 for the quarter ended October 28, 2006 resulting from
additional assets, including boat molds and equipment, relating to the new
Palmetto facility.

         Interest expense for the quarter ended October 28, 2006 of $42,600 was
$26,716 higher than the same quarter of last year due to increased inventories
resulting in higher average borrowings on the line of credit.

Liquidity and Capital Resources

         At October 28, 2006, the Company had cash and cash equivalents of
$100,542 and working capital of $1,425,693.

         The Company anticipates that cash generated from operations should be
sufficient to satisfy the Company's contemplated cash requirements for its
current operations for at least the next twelve months. Approximately $200,000
will be required to complete the initial Palmetto facility build-out. It is
anticipated that funds needed activities will be provided from operations and an
increase in the Company's credit line.

         Net cash used in operating activities was $310,313 for the three months
ended October 28, 2006 compared to $345,573 provided by operating activities for
the three months ended October 29, 2005.

         Inventories at October 28, 2006 increased by $357,030 from July 29,
2006, primarily from increased outboard engine inventory and work in process to
support the sales growth.

         Accounts payable at October 28, 2006 increased by $106,736 due to the
increase in inventory, primarily outboard engines.

         The Company spent $48,344 on improvements to the Palmetto facility
during the quarter ended October 28, 2006.

         The number and level of employees at October 28, 2006 should be
adequate to fulfill the production schedule.

Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

         The management of the Company, under the supervision and with the
participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls

                                       9
<PAGE>
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934) as of the end of the period covered by this
Quarterly Report on Form 10-QSB. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the company's
management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving their
objectives and management necessarily applies its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Based on this
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of the period covered by this report, the
Company's disclosure controls and procedures were effective.

Changes in Internal Controls

         No changes in the Company's internal control over financial reporting
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the Company's internal controls
over financial reporting.

































                                       10
<PAGE>
PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits

         31.1      Rule 13a-14(a)/15d-4(a) Certification of Principal Executive
                   Officer
         31.2      Rule 13a-14(a)/15d-4(a) Certification of Principal Financial
                   Officer
         32.1      Section 1350 Certification of Principal Executive Officer
         32.2      Section 1350 Certification of Principal Financial Officer




























                                       11
<PAGE>
                                   SIGNATURES

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


                              JUPITER MARINE INTERNATIONAL HOLDINGS, INC.


Date: December 12, 2006       By: /s/Carl Herndon
                                 ----------------------------------------------
                                Carl Herndon, Director, Chief Executive Officer
                                (Principal Executive Officer) and President


Date: December 12, 2006       By: /s/Lawrence Tierney
                                 -----------------------------------------------
                                 Lawrence Tierney, Director and Chief
                                 Financial Officer (Principal Executive Officer)




































                                       12