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 28, 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 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 April
     28, 2001, there were 4,170,000 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 1.           Financial Information
-------           ---------------------

Item 1.           Consolidated Financial Statements

                  Balance Sheets as of July 29, 2000 and April 28, 2001

                  Statements of Operations for the three months and nine months
                  ended April 30, 2000 and April 28, 2001

                  Statements of Cash Flows for the nine months ended April 30,
                  2000 and April 28, 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>
                   Jupiter Marine International Holdings, Inc.
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                  July 29,     April 28,
                                                                                    2000         2001
Assets                                                                            (Audited)   (Unaudited)
<S>                                                                              <C>          <C>
Current assets:
        Cash and cash equivalents                                                $  372,552   $  175,096
        Accounts receivable                                                          17,134       38,460
        Inventory                                                                   619,153      791,587
        Prepaid expenses                                                             34,888       43,649
                                                                                 ----------   ----------

                    Total current assets                                          1,043,727    1,048,792


Property and equipment:
        Boat molds                                                                1,057,437    1,182,570
        Leasehold improvements                                                      160,071      227,567
        Machinery and equipment                                                     148,759      157,431
        Office furniture and equipment                                               10,112       39,135
                                                                                 ----------   ----------
                                                                                  1,376,379    1,606,703
        Less accumulated depreciation and amortization                              485,917      661,942
                                                                                 ----------   ----------

                    Property and equipment, net                                     890,462      944,761
                                                                                 ----------   ----------


Deposits and other                                                                   35,525       34,695
                                                                                 ----------   ----------


                    Total assets                                                 $1,969,714   $2,028,248
                                                                                 ==========   ==========
</TABLE>
           See accompanying notes to consolidated financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                                                                    July 29,    April 28,
Liabilities and Stockholders' Equity                                                 2000         2001
                                                                                   (Audited)   (Unaudited)
<S>                                                                                     <C>            <C>
Current liabilities:
        Accounts payable                                                            351,538        375,400
        Accrued expenses                                                             86,605         65,408
        Customer deposits                                                            57,471        297,633
        Warranty reserve                                                             50,209         64,369
        Litigation note payable                                                          --         66,000
        Current portion of debt                                                     223,200             --
                                                                                -----------    -----------

                    Total current liabilities                                       769,023        868,810

Long-term liabilities:
        Accrued interest payable                                                     54,444         60,826
        Debt less current portion                                                   350,000        350,000
                                                                                -----------    -----------

                    Total liabilities                                             1,173,467      1,279,636
                                                                                -----------    -----------
Stockholders' equity
   Convertible preferred stock, $.001 par value, 5,000,000
     shares authorized $1,277,860 and $1,382,135
     aggregate liquidation preference):
        Series A, 328,000 and 305,000 shares issued and outstanding                     328            305
        Series B, 205,000 and 252,000 shares issued and outstanding                     205            252
        Series C, 744,860 and 825,135 shares issued and outstanding                     745            825
   Common stock, $.001 par value, 50,000,000 shares authorized
        4,078,500 and 4,170,000 issued and outstanding                                4,079          4,170
        Additional paid-in capital                                                2,141,356      2,189,011
        Accumulated deficit                                                      (1,350,466)    (1,445,951)
                                                                                -----------    -----------

                    Total stockholders' equity                                      796,247        748,612


                                                                                -----------    -----------
                    Total liabilities and stockholders' equity                  $ 1,969,714    $ 2,028,248
                                                                                ===========    ===========
</TABLE>
        See accompanying notes to consolidated financial statements

                                       4

<PAGE>
                   Jupiter Marine International Holdings, Inc
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                  Three Months      Three Months     Nine Months       Nine Months
                                                                     Ended             Ended            Ended             Ended
                                                                 April 30, 2000    April 28, 2001   April 30, 2000    April 28, 2001
<S>                                                               <C>                <C>              <C>               <C>
Net sales                                                         $ 1,857,607        $ 1,851,608      $ 4,143,548       $ 5,389,844

Cost of sales                                                       1,540,220          1,498,182        3,484,979         4,317,856
                                                                 ------------      -------------     ------------      ------------

Gross profit                                                          317,387            353,426          658,569         1,071,988

Operating expenses:
        Selling                                                        44,970             79,259          104,577           148,400
        Advertising                                                    20,508             29,847           65,639            87,079
        General and administrative                                    173,345            235,174          449,209           605,208
        Depreciation                                                   56,350             63,615          148,687           176,025
                                                                 ------------      -------------     ------------      ------------

        Total operating expenses                                      295,173            407,895          768,112         1,016,712

        Income (loss) from operations                                  22,214            (54,469)        (109,543)           55,276

Other income (expenses):
        Interest expense                                               (8,750)            (8,751)         (26,663)          (67,033)
        Other                                                              --                107               --             8,272
        Litigation recovery (loss)                                         --             28,000               --           (92,000)
                                                                 ------------      -------------     ------------      ------------

Net loss applicable to common stockholders                        $    13,464        $   (35,113)     $  (136,206)      $   (95,485)
                                                                 ============      =============     ============      ============

Weighted average number of shares of common stock outstanding       4,078,500          4,170,000        4,078,500         4,170,000

Net loss per common share - basic and diluted                     $      0.00        $     (0.01)     $     (0.03)      $     (0.02)
                                                                 ============      =============     ============      ============
</TABLE>

           See accompanying notes to consolidated financial statements

                                       5

<PAGE>
                   Jupiter Marine International Holdings, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                              Nine Months        Nine Months
                                                                                 Ended               Ended
                                                                            April 30, 2000      April 28, 2001
<S>                                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                  $(136,206)          $ (95,485)
     adjustments to reconcile net loss to
         net cash (used in) provided by operating activities:
         Depreciation and amortization                                           143,646             176,025
         Amortization of deemed discount on notes payable
         Changes in assets and liabilities:
            (Increase) decrease in accounts receivable                           (35,261)            (21,326)
            (Increase) decrease in inventories                                     4,456            (172,434)
            (Increase) decrease in prepaid expenses                                5,635              (8,761)
            (Increase) decrease in other assets                                   (6,510)                830
            Increase (decrease) in accounts payable                              217,029              23,862
            Decrease (increase) in payroll tax payable                           (33,125)                 --
            Increase (decrease) in accrued expenses                               40,852             (21,198)
            (Decrease) increase in customer deposits                            (220,262)            240,163
            Increase in accrued litigation loss                                                       66,000
            Increase in accrued interest                                                               6,382
            Increase  (decrease) in warranty reserve                               5,452              14,160
                                                                             -----------         -----------

                         Net cash (used in) provided by
                           operating activities                                  (14,294)            208,218
                                                                             -----------         -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                         (261,201)           (230,324)
                                                                             -----------         -----------

                         Net cash used in investing activities                  (261,201)           (230,324)
                                                                             -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
            Payment of debt                                                      (50,000)           (223,200)
            Net proceeds from sale of preferred stock                            545,665              47,850
                                                                             -----------         -----------
                         Net cash provided by (used in)
                           financing activities                                  495,665            (175,350)
                                                                             -----------         -----------

                         Net increase (decrease) in cash                         220,170            (197,456)

CASH, beginning of period                                                         59,351             372,552
                                                                             -----------         -----------

CASH, end of period                                                            $ 279,521           $ 175,096
                                                                             ===========         ===========

</TABLE>
           See accompanying notes to consolidated financial statements

                                       6
<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 and nine month periods ended April 28, 2001, 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 29, 2000.

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

                                       7
<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, is the holding company of Jupiter Marine International, Inc. (JMI),
the manufacturer of Jupiter boats, and Phoenix Yacht Corporation ("Phoenix"),
which holds the right to use the Phoenix trademark and the molds and tooling for
the 34' and 38' Phoenix Convertible Sportfisherman models. JMIH, JMI and Phoenix
are collectively referred to as the Company.

         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 three outboard powered center console models:
the Classic 31' Open, a 31' Cuddy Cabin and a 27' Console-berth. The Phoenix
models include a completely redesigned inboard powered 35' Flybridge Convertible
as well as a 38' Flybridge Convertible. The Company's principal offices and
manufacturing facilities are located in Port Everglades, Florida. The Company's
Web site address is www.jupitermarine.com.

         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 for the quarter ended April 28, 2001 were
$1,851,608, a decrease of $5,999 from the quarter ended April 30, 2000. For the
nine months ended April 28, 2001 net sales were $5,389,844 compared to
$4,143,548 for the nine months ended April 30, 2000, an increase of $1,246,296
(30.1%). Management believes the Company's reputation for building a high
quality and seaworthy boat continues to spread throughout the boating community,
which has translated into increased sales for the year to date. 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 has resulted in increased sales for the year to
date.

                                       8
<PAGE>
         The average sales price per boat for the quarter ended April 28,2001
was $168,328 as compared to $132,686 for the same quarter last year. This change
is due to the sale of larger, more expensive boats. Sales of the Phoenix boats
commenced during the quarter ended January 27, 2001.

          The condition of the United States economy has had an adverse affect
on the marine industry as a whole. Management is concerned that this condition
may have a negative effect on the Company's business in the future. Dealer
inventory of our products remains relatively low for this time of year.

Results of Operations

Cost of Sales

         Cost of sales for the quarter ended April 28, 2001 was $1,498,182
resulting in $353,426 of gross profit or 19.1% of net sales. For the quarter
ended April 30, 2000 cost of sales was $1,540,220 and gross profit was $317,387
or 17.1% of net sales. For the nine months ended April 28, 2001 gross profit was
$1,071,988 or 19.9% of net sales. For the same nine months last year gross
profit was $658,569 or 15.9% of net sales. The improvement in gross profit and
percentage of net sales is due to improved manufacturing efficiencies,
reductions in material cost and to a lesser extent, a sales shift to higher
gross margin product.

Operating Expenses

         Operating expenses increased $112,722 (38.2%) to $407,895 for the
quarter ended April 28, 2001, or 22.0% of net sales, as compared to $295,173, or
15.9% of net sales for the quarter ended April 30, 2000. For the nine months
ended April 28, 2001 operating expenses were $1,016,712, or 18.9% of net sales,
an increase of $248,600 as compared to operating expenses of $768,112, or 18.5%
of net sales for the nine month period ended April 30, 2000.

         Operating expense increases are due to increases in: (1) selling
expenses; (2) advertising expenses; and (3) general and administrative expenses
as further explained below:

         Selling expenses for the quarter ended April 28, 2001 were $79,259 as
compared to $44,970 for the quarter ended April 30, 2000. This increase of
$34,289 is attributable to the increased spending needed to support the overall
increase in sales volume and the introduction of the Phoenix product line. For
the nine month period ended April 28, 2001 selling expense increased to $148,400
from $104,577 for the nine month period ended April 30, 2000. This increase of
$43,823 is attributed to the increase in spending needed to support the
increased sales volume and the introduction of the Phoenix product line.

                                       9

<PAGE>
         Advertising expense for the three month period ended April 28, 2001
increased $9,339 to $29,847 as compared to $20,508 for the three month period
ended April 30, 2000. Advertising expense for the nine month period ended April
28, 2001 was $87,079 as compared to $65,639 for the nine month period ended
April 30, 2000, an increase of $21,440. The increase in advertising expense is
attributable to new advertising for the introduction of the Phoenix line and
increased trade show participation.

         General and administrative expenses increased $61,829 to $235,174 for
the three month period ended April 28, 2001 as compared to $173,345 for the
three month period ended April 30, 2000. General and administrative expenses
increased $155,999 to $605,208 for the nine month period ended April 28, 2001 as
compared to $449,209 for the nine month period ended April 30, 2000. This
increase in general and administrative expenses is attributable to increased
sales, the additional personnel that have been hired to support increased
overall production, and the introduction of the Phoenix product line.

         Depreciation and amortization expense increased by $7,265 to $63,615
for the three month period ended April 28, 2001 as compared to $56,350 for the
three month period ended April 30, 2000. This increase is due to new leasehold
improvements and equipment purchases needed to support the sales increase.

Other Income (Expense)

         Interest expense increased by $40,370 for the nine months ended April
28, 2001 because of interest on the of short term borrowings, which were repaid
during December 2000, and $7,000 amortization of deemed discount for warrants
issued in connection with notes payable issued last year.

         A litigation loss estimate of $120,000 was recorded in the quarter
ended January 27, 2001. However, the final settlement was $92,000 resulting in a
gain of $28,000 during the quarter ended April 28, 2001. See Part II, Item 5
below for further description.

Liquidity and Capital Resources

         Working capital at April 28, 2001 was $179,982. Accounts payable
increased by $23,862 at April 28, 2001 from fiscal year ended July 29, 2000 due
to the increase in inventory. Customer deposits increased during the nine months
ended April 28, 2001 because of deposits made by our customers to secure
production slots for the Phoenix 35. A lawsuit was settled for $92,000 with a
$20,000 down payment and a note payable requiring payments of $6,000 per month.
The warranty reserve increased by $14,160 compared to last year because of
increased sales.

         Inventory increased by $172,434 to $791,587 at April 28, 2001 compared
to $619,153 at July 29, 2000 as a result of higher production. Expenditures made
for molds and tooling were $230,324 for the nine months ended April 28, 2001 as

                                       10
<PAGE>
compared to $261,201 for the nine months ended April 30, 2000 when the Phoenix
tooling was initially purchased.

         During the nine months ended April 28, 2001 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 April 28, 2001 should
be adequate to fulfill the production schedule.


























                                       11
<PAGE>
PART II.  OTHER INFORMATION

Item 5.  OTHER INFORMATION

         On July 20, 1999, Peter Fallon filed a law suit against JMI in Palm
Beach County alleging that JMI was obligated to pay a debt Mr. Fallon incurred
on behalf of Jupiter 31, Inc. Jupiter 31 is the entity from which JMI purchased
the Jupiter molds and tooling. On February 27, 2001, JMI participated in a jury
trial in the fifteenth judicial circuit in and for Palm Beach County, Florida.
The jury returned a verdict in favor of plaintiff Peter Fallon for the sum of
$70,000 plus prejudgment interest from December 2, 1997, in the amount of
$22,890 for a total of $92,890. The Company subsequently entered into a
Settlement Agreement on March 30, 2001 with Mr. Fallon for $92,000 with a
$20,000 down payment and a $6,000 payment per month. The Company recorded a
provision of $120,000 during the quarter ended January 27, 2001, which was
reduced by $28,000 during the quarter ended April 28, 2001 to the $92,000 total.

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









                                       12

<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 18, 2001                 By: /s/ Carl Herndon
                                       -----------------------------------------
                                       Carl Herndon, Director, CEO and President


























                                       13