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          APRIL 30, 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.
--------------------------------------------------------------------------------

                     (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
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                    (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:      4,033,500

                  Transitional Small Business Disclosure Format (check one):

     Yes  [ ]    No  [X]


<PAGE>



                      JUPITER MARINE INTERNATIONAL HOLDINGS, INC.

Part 1.  Financial Information
-------  ---------------------

Item 1.  Financial Statements

         Balance Sheet.................................................       3

         Statement of Operations.......................................       5

         Statement of Cash Flows.......................................       6

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

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

ITEM 6.  Exhibits and Reports on Form 8-K.............................       10

         Signatures....................................................      11

                                       2

<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                        APRIL 30, 2000 AND APRIL 30, 1999
<TABLE>
<CAPTION>
                                           ASSETS
                                                                      April 30, 2000         April 30, 1999
                                                                      --------------         --------------
<S>                                                                          <C>                  <C>
CURRENT ASSETS:
      Cash                                                              $  279,521             $  167,011
      Accounts receivable                                                   36,997                     --
      Inventories                                                          416,735                399,997
      Prepaid expenses                                                       6,115                  8,272
                                                                        ----------             ----------

                   Total current assets                                    739,368                575,280


PROPERTY AND EQUIPMENT, at cost or allocated cost
      Boat molds                                                         1,029,124                822,181
      Leasehold improvements                                               138,566                 97,837
      Machinery and equipment                                              126,449                 34,847
      Office equipment                                                      10,112                  7,000
                                                                        ----------             ----------
                                                                         1,304,251                961,865
      Less accumulated depreciation                                        416,467                236,171
                                                                        ----------             ----------

                   Total property and equipment                            887,784                725,694
                                                                        ----------             ----------

OTHER ASSETS:
      Deposits                                                              30,510                 20,000
                                                                        ----------             ----------

                   Total other assets                                       30,510                 20,000
                                                                        ----------             ----------



                               Total assets                             $1,657,662             $1,320,974
                                                                        ==========             ==========



                                       3
<PAGE>

                      LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
      Accounts payable                                                      $   363,510    $    41,522
      Payroll taxes payable                                                          --         63,125
      Accrued expenses                                                          123,729         74,022
      Customer deposits                                                          28,124        199,194
      Current portion of debt                                                                   50,000
      Warranty reserve                                                           56,005         49,084
                                                                            -----------    -----------
                                                                                571,368        476,947

LONG TERM DEBT, less current portion                                            350,000        350,000
                                                                            -----------    -----------


                               Total liabilities                                921,368        826,947

STOCKHOLDER'S EQUITY:
      Capital stock, 5,000,000 shares of $.001
      par value preferred stock authorized,
      500,000 shares designated as 10% cumulative
      Series A preferred stock, $.001 par value
      ($328,000 aggregate liquidation preference),
      328,000 shares issued and outstanding                                         328            328

      Capital stock, 205,000 shares designated as
      as 10% cumulative Series B preferred stock,
      $.001 par value ($205,000 aggregate
      liquidation preference), 205,000 shares
      issued and outstanding                                                        205            205

      Capital stock, 228,000 shares designated as
      as 10% cumulative Series C preferred stock,
      $.001 par value ($228,000 aggregate
      liquidation preference), 228,000 shares
      issued and outstanding                                                        620             --

      Capital stock, 50,000,000 shares of $.001
      par value common stock authorized,
      4,033,500 shares issued and outstanding                                     4,034          4,034

      Additional paid-in capital                                              1,902,113      1,357,068
      Accumulated deficit                                                    (1,171,006)      (867,608)
                                                                            -----------    -----------

                               Total stockholder's equity                       736,294        494,027


                               Total liabilities and stockholder's equity   $ 1,657,662    $ 1,320,974
                                                                            ===========    ===========
</TABLE>
                                       4

<PAGE>

          JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY 0
                   CONSOLIDATED STATEMENT OF OPERATIONS (LOSS)

<TABLE>
<CAPTION>

                                            Three months         Three months         Nine months        Nine months
                                                ended                ended              ended                ended
                                           April 30, 2000       April 30, 1999       April 30, 2000     April 30, 1999
                                           --------------       --------------       --------------     --------------
<S>                                           <C>                 <C>                 <C>                <C>
NET SALES                                     $ 1,857,607         $   182,864         $ 4,143,548        $   182,864

COST OF SALES                                   1,540,220          125,683.00           3,484,979            125,683
                                              -----------         -----------         -----------        -----------

    Gross income                                  317,387              57,181             658,569             57,181

SELLING, GENERAL AND                              295,173             363,135             768,112            625,668
    ADMINISTRATIVE EXPENSES                   -----------         -----------         -----------        -----------


    Profit (Loss) from operations                  22,214            (305,954)           (109,543)          (568,487)

OTHER EXPENSE:

    Interest expense                                8,750               9,167              26,663             19,937
                                              -----------         -----------         -----------        -----------

    Total other expense                             8,750               9,167              26,663             19,937

    Profit (Loss) before  income taxes             13,464            (315,121)           (136,206)          (588,424)

PROVISION  FOR INCOME TAXES                            --                  --                  --                 --

    Net Profit (Loss)                         $    13,464         $  (315,121)        $  (136,206)       $  (588,424)
                                              ===========         ===========         ===========        ===========


    Earnings (loss) per common share
                Basic                         $     0.001         $    (0.148)        $    (0.015)       $    (0.276)
                                              ===========         ===========         ===========        ===========

    Earnings (loss) per common share
                Diluted                       $     0.001         $    (0.148)        $    (0.013)       $    (0.276)
                                              ===========         ===========         ===========        ===========

</TABLE>

                                       5
<PAGE>

                 JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED APRIL 30, 2000 AND APRIL 30, 1999

<TABLE>
<CAPTION>
                                                                       Nine months     Nine months
                                                                          ended           ended
                                                                     April 30, 2000   April 30, 1999
                                                                     --------------   --------------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                          $  (136,206)   $  (588,424)
      adjustments to reconcile net loss to
          net cash (used) provided by operating activities:
          Provision for depreciation                                        143,646        149,283
          Changes in assets and liabilities:
              (Increase) decrease in accounts receivable                    (35,261)           411
              (Increase) Decrease in inventories                              4,456        (69,187)
              (Increase) decrease in prepaid expenses                         5,635          7,113
              (Increase) decrease in other assets                            (6,510)       (20,000)
              Increase (decrease) in accounts payable                       217,029         21,952
              Decrease (increase) in payroll tax payable                    (33,125)        16,026
              Increase in accrued expenses                                   40,852         41,973
              (Decrease) increase in customer deposits                     (220,262)        43,005
              Increase in warranty reserve                                    5,452             --
              Decrease in other liabilities                                      --       (604,406)
                                                                        -----------    -----------

                   Net cash (used in) provided by
                     operating activities                                   (14,294)    (1,002,254)
                                                                        -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
      Payment for purchase of property and equipment                       (261,201)       (92,984)
                                                                        -----------    -----------

                   Net cash used in investing activities                   (261,201)       (92,984)
                                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
              (Payment) proceeds in debt                                    (50,000)       105,000
              Proceeds from stock transactions                              545,665      1,154,710
                                                                        -----------    -----------
                   Net cash provided from financing activities              495,665      1,259,710
                                                                        -----------    -----------

                   Net increase (decrease) in cash                          220,170        164,472

CASH, Beginning of period                                                    59,351          2,539
                                                                        -----------    -----------

CASH, End of period                                                     $   279,521    $   167,011
                                                                        ===========    ===========

</TABLE>
                                       6
<PAGE>
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.

         Comparison of the results of operations for the quarter and nine months
ended April 30, 2000 to the quarter and nine months ended April 30, 1999 would
not be meaningful as the Company did not commence normal business operations
until May of 1999. The time from August 1, 1998 until April 30, 1999 was devoted
to reorganizing the Company, moving its manufacturing facility from Jupiter,
Florida to Port Everglades Florida, updating the new manufacturing facility and
producing boats that were an assumed liability of Jupiter 31, Inc.

Acquisition

         During the quarter ended April 30, 2000 the Company, through its
subsidiary, Phoenix Yacht Corporation, acquired the molds and tooling for
Phoenix Marine's 34' and 38' models along with the Phoenix trademark in an all
cash transaction. Phoenix marine is a 24-year-old manufacturer of offshore
sportfishing boats located in Hialeah, Florida.

         The new Phoenix 35' and 38' flybridge convertible models will be built
in the Company's Port Everglades, Florida manufacturing facility and will be
distributed through the Company's established dealer organization.

Plan of Operations

         Management's operating plan for the fiscal year ending July 31, 2000 is
to be at a slight loss. Sales are expected to be about $5,339,000 with a gross
margin of approximately $1,080,000 (20.2%). Selling, general and administrative
expenses are projected to be approximately $1,100,000.

                                       7
<PAGE>

Net Sales

         The Company's net sales for the quarter ended April 30, 2000 (the third
quarter of the fiscal year ending July 31, 2000) were $1,857,607, approximately
$523,000 better than expectations. The demand for the Company's products
remained strong during the third quarter and has continued into the fourth
quarter. The Company has ten dealers with 13 selling locations.

Cost of Products Sold

         The gross income for the quarter was $317,387, 17.1% of net sales. The
percentage of net sales has shown improvement throughout the year. Manufacturing
techniques have continued to improve, as the production crew became more
familiar with the manufacturing process. Overhead spending was better than
expectations when based on a percentage of sales.

Selling, General and Administrative Expenses

         Selling, general and administrative expenses of $295,173 for the
quarter ended April 30, 2000 were $67,962 less than the similar quarter of last
year. For the nine months ended April 30, 2000 expenses were $768,112 compared
to $695,668 for the first nine months of last fiscal year. As stated previously,
the Company devoted the majority of fiscal year 1999 to reorganizing the
Company, consequently selling, general and administrative expenses were below
fiscal year 2000.

Equity Financing

During the quarter ended January 31, 2000 the Company commenced a private
placement of Series C Cumulative Preferred Stock at a price of $1.00 per share.
The maximum offering is 1,250,000 shares. As of April 30, 2000 the Company sold
619,860 shares with net proceeds of $539,279. The closing date was extended to
May 31, 2000. The proceeds from this offering will be used for inventory,
tooling and demonstration models, repayment of indebtedness, sales, marketing,
web-site development and working capital.

                                       8


<PAGE>

Liquidity and Capital Resources

         The Company, since its inception, has experienced severe negative cash
flows and has met its cash requirements by issuing, through private placements,
its common and preferred stock. Additional funds were generated by borrowings of
$350,000. The Company anticipates that funds received from these sources, cash
generated from operations and additional financing, as mentioned above, 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.

         The Company does not anticipate any significant purchase of equipment
in the near future. The number and level of employees at April 30, 2000 should
be adequate to fulfill the production schedule for its Jupiter boat line.
Additional employees will have to be hired as the Phoenix line starts
production.



                                       9

<PAGE>


                           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




                                       10

<PAGE>



                                   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: June 14, 2000              By:/s/Carl Herndon
                                    ---------------
                                 Carl Herndon, Director, CEO and President












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