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 27, 2002
                                                 --------------

( ) 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 [ ]        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 April
     27, 2002, 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.

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>      <C>                                                                                     <C>
Part 1.  Financial Information                                                                   3
-------  ---------------------

Item 1.  Consolidated Financial Statements                                                       3

         Balance Sheets as of and April 27, 2002 and July 28, 2001                               3-4

         Statements of Operations for the three months and nine months
         ended April 27, 2002 and April 28, 2001                                                 5

         Statements of Cash Flows for the nine months ended April 27,
         2002 and April 28, 2001                                                                 6

         Notes to consolidated financial statements                                              7

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

Item 3.  Controls and Procedures                                                                 11

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

Item 1.  Legal Proceedings                                                                       11

Item 2.  Changes in Securities and Use of Proceeds                                               11

Item 3.  Defaults Upon Senior Securities                                                         12

Item 4.  Submissions of Matters to a Vote of Security Holders                                    12

Item 5.  Other Information                                                                       12

Item 6.  Exhibits and reports on form 8-K                                                        12
</TABLE>













                                       2
<PAGE>
Part 1.  Financial Information

Item 1.  Consolidated Financial Statements


                   Jupiter Marine International Holdings, Inc.
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                                    April 27,     July 28,
                                                                                       2002         2001
Assets                                                                             (unaudited)   (audited)
                                                                                   -----------   ----------
<S>                                                                                 <C>          <C>
Current assets:
        Cash and cash equivalents                                                   $  226,469   $   73,068
        Accounts receivable                                                             96,107        9,617
        Inventory                                                                    1,083,667      898,668
        Prepaid expenses                                                                    --       48,521
                                                                                    ----------   ----------

                    Total current assets                                             1,406,243    1,029,874

Property and equipment:
        Boat molds                                                                   1,304,627    1,215,926
        Leasehold improvements                                                         251,070      247,670
        Machinery and equipment                                                        161,620      157,431
        Office furniture and equipment                                                  43,015       39,583
                                                                                    ----------   ----------
                                                                                     1,760,332    1,660,610
        Less accumulated depreciation and amortization                                 954,670      735,417
                                                                                    ----------   ----------

                    Property and equipment, net                                        805,662      925,193
                                                                                    ----------   ----------


Deposits and other                                                                      42,580       36,905
                                                                                    ----------   ----------


                    Total assets                                                    $2,254,485   $1,991,972
                                                                                    ==========   ==========
</TABLE>
        See accompanying notes to consolidated financial statements

                                        3
<PAGE>
<TABLE>
<CAPTION>
                   Jupiter Marine International Holdings, Inc.
                           Consolidated Balance Sheets


                                                                                 April 27,       July 28,
Liabilities and Stockholders' Equity                                                2002           2001
                                                                                (unaudited)     (audited)
                                                                                -----------   -----------
<S>                                                                                <C>            <C>
Current liabilities:
        Accounts payable                                                           822,474        377,621
        Accrued expenses                                                           175,006         84,044
        Customer deposits                                                          200,120        537,128
        Warranty reserve                                                            56,779         54,694
        Current portion of debt                                                    375,000             --
                                                                               -----------    -----------

                    Total current liabilities                                    1,629,379      1,053,487

Long-term liabilities:
        Accrued interest payable                                                    80,209         53,957
        Debt less current portion                                                  350,000        350,000
                                                                               -----------    -----------

                    Total liabilities                                            2,059,588      1,457,444
                                                                               -----------    -----------

Stockholders' equity
   Convertible preferred stock, $.001 par value,
     5,000,000 shares authorized $1,498,000 aggregate liquidation preference):
        Series A, 315,000 shares issued and outstanding                                315            315
        Series B, 329,000 shares issued and outstanding                                329            329
        Series C, 854,000 shares issued and outstanding                                854            854
   Common stock, $.001 par value, 50,000,000 shares authorized
        4,144,000 issued and outstanding                                             4,144          4,144
        Additional paid-in capital                                               2,385,492      2,302,133
        Accumulated deficit                                                     (2,196,237)    (1,773,247)
                                                                               -----------    -----------

                    Total stockholders' equity                                     194,897        534,528


                                                                               -----------    -----------
                    Total liabilities and stockholders' equity                 $ 2,254,485    $ 1,991,972
                                                                               ===========    ===========
</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 27, 2002    April 28, 2001   April 27, 2002  April 28, 2001
                                                               --------------    --------------   --------------  --------------
<S>                                                              <C>              <C>              <C>             <C>
Net sales                                                        $ 1,948,380      $ 1,851,608      $ 5,112,944     $ 5,389,844

Cost of sales                                                      1,656,039        1,498,182        4,303,077       4,317,856
                                                                 -----------      -----------      -----------     -----------

Gross profit                                                         292,341          353,426          809,867       1,071,988

Operating expenses:
        Selling, general and administrative                          344,958          344,280          901,752         840,687
        Depreciation                                                  76,591           63,615          219,255         176,025
                                                                 -----------      -----------      -----------     -----------
        Total operating expenses                                     421,549          407,895        1,121,007       1,016,712

Other income (expenses):
        Interest expense                                              (9,655)          (8,751)         (28,631)        (67,033)
        Other                                                             --              107              140           8,272
        Litigation recovery (loss)                                        --           28,000               --         (92,000)
                                                                 -----------      -----------      -----------     -----------
        Total other expenses                                          (9,655)          19,356          (28,491)       (150,761)

Net Loss                                                            (138,863)         (35,113)        (339,631)        (95,485)

        Dividends on preferred stock                                 (25,090)              --          (83,359)

Net loss applicable to common stockholders                       $  (163,953)     $   (35,113)     $  (422,990)    $   (95,485)
                                                                 ===========      ===========      ===========     ===========

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

Net loss per common share - basic and diluted                    $     (0.04)     $     (0.01)     $     (0.10)    $     (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 27, 2002      April 28, 2001
                                                                            --------------      --------------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                   $(339,631)         $ (95,485)
     adjustments to reconcile net loss to
         net cash (used in) provided by operating activities:
         Depreciation and amortization                                            219,255            176,025
         Amortization of deemed discount on notes payable
         Changes in assets and liabilities:
            (Increase) in accounts receivable                                     (86,490)           (21,326)
            (Increase) in inventory                                              (184,999)          (172,434)
            (Increase) decrease in prepaid expenses                                48,521             (8,761)
            (Increase) decrease in other assets                                    (5,675)               830
            Increase in accounts payable                                          444,851             23,862
            Increase (decrease) in accrued expenses                                90,962            (21,198)
            (Decrease) increase in customer deposits                             (337,008)           240,163
            Increase in accrued litigation loss                                        --             66,000
            Increase in accrued interest                                           26,252              6,382
            Increase in warranty reserve                                            2,085             14,160
                                                                                ---------          ---------

                         Net cash (used in) provided by
                           operating activities                                  (121,877)           208,218
                                                                                ---------          ---------


CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                           (99,722)          (230,324)
                                                                                ---------          ---------

                         Net cash used in investing activities                    (99,722)          (230,324)
                                                                                ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
            Proceeds from issuance of debt                                        375,000
            Repayment of debt                                                                       (223,200)
            Net proceeds from sale of preferred stock                                                 47,850
                                                                                ---------          ---------
                         Net cash provided by (used in)
                           financing activities                                   375,000           (175,350)
                                                                                ---------          ---------

                         Net increase (decrease) in cash                          153,401           (197,456)

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

CASH, end of period                                                             $ 226,469          $ 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 27, 2002, 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 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, 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. consisting of some
molds for inboard powered sportfishing boats. JMIH formed a 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 facility 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 name. The outboard product line
currently consists of four outboard powered center console models:

         31' Open Center Console
         31' Cuddy Cabin
         27' Open Center Console
         27' Console-berth model

         The inboard models include a completely redesigned inboard powered 35'
Flybridge Convertible as well as a 38' Flybridge Convertible. These models were
initially marketed under the Phoenix name. However, effective February 2002 the
Company markets its products only under the Jupiter name.

         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.

                                       8
<PAGE>
Net Sales

         The Company's net sales for the third quarter ended April 27, 2002 were
$1,948,380, an increase of $96,772 from the third quarter ended April 28, 2001.
For the nine months ended April 27, 2002 net sales were $5,112,944 compared to
$5,389,844 for the nine months ended April 28, 2001. Sales for the third quarter
rebounded nicely from the second quarter of this year. However, in order to
entice our dealers and their customers to buy boats extra promotional discounts
were given. The effect of this extra discounting was that we were able to retain
most of our skilled work force but at the sacrifice of gross profit. Management
felt that it would be extremely difficult to replace these people once they were
furloughed. For the nine-months ended April 27, 2002 sales were $276,900 below
the similar period last year due to the poor second quarter following 9/11.

         Management decided that it would be more cost effective to market all
of its products under the Jupiter brand name. All advertising material will now
be focused on developing the Jupiter brand. Additionally, there will be less
confusion in the retail market place and at boat shows. Therefore, effective
February 2002 the 35' Flybridge will now be called a Jupiter 35' Flybridge.

         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
continue to have a negative effect on the Company's business in the future.

Cost of Sales and Gross Profit

         Cost of sales for the quarter ended April 27, 2002 was $1,656,039
resulting in $292,341 of gross profit or 15.0% of net sales. For the quarter
ended April 28, 2001 cost of sales was $1,498,182 and gross profit was $353,426
or 19.1% of net sales. For the nine months ended April 27, 2002 gross profit was
$809,867 or 15.8% of net sales. For the same nine months last year gross profit
was $1,071,988 or 19.9% of net sales. This reduction in gross profit is a result
of the extra sales discounts given to maintain sales and, to a lesser degree,
manufacturing inefficiencies.

Operating Expenses

         Selling, general and administrative of $ 344,958 remained about equal
to last year for the same quarter. For the nine months ended April 26, 2002
selling, general and administrative expenses were $901,752, an increase of
$61,065 as compared to the same none month of last year. The increase
expenditures is attributable to the hiring of a Chief Financial Officer at July
27, 2001 and higher expenses associated with the Miami International Boat Show.

Other Income (Expense)

         Interest expense decreased for the nine months ended April 26, 2002
because of interest on short term borrowings, which were repaid during December

                                       9
<PAGE>
2000, and $7,000 amortization of deemed discount for warrants issued in
connection with notes payable issued in fiscal year 2001.

         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.

Liquidity and Capital Resources

         The Company, from its inception, has experienced negative cash flows
and met its cash requirements by borrowings and by issuing, through private
placements, its common and preferred stock. The Company anticipates that funds
received from these sources and cash generated from operations should be
sufficient to satisfy the Company's contemplated cash requirements for at least
the next twelve 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.

         Accounts receivable increased by $86,490 at April 27, 2002 because a
boat that was delivered at month-end was not paid by the floor plan Company
until the beginning of May 2002. Floor plan companies usually take from one to
four days to make payments. Inventory increased by $184,999 to $1,083,667 at
April 26, 2002 compared to $898,668 at April 28, 2001 due to more 35' Flybridge
units in production. Expenditures made for molds and tooling were $88,701 for
the nine months ended April 27, 2002 as compared to $230,324 for the nine months
ended April 28, 2001, when the Phoenix tooling was initially purchased.

         Accounts payable increased by $444,851 at April 27, 2002 from fiscal
year ended July 28, 2001 due to the Company's necessity to conserve cash and, to
some extent, as a result of increased inventory. Customer deposits decreased by
$337,008 during the nine months ended April 26, 2002 because of the reluctance
of our dealers to commit to production slots.

         The Company secured a revolving line of credit with a financial
institution during November 2001 initially used primarily for the construction
of the 35' Flybridge model. During November 2001 the Company negotiated a
$250,000 revolving line of credit with a financial institution which expired
November 2002 and was subsequently extended through May 31, 2003. The note on
the line of credit bears interest at the financial institution index rate plus
2% (6.75% at July 27, 2002). The note is collateralized by all of the Company's
assets and is personally guaranteed by Carl Herndon, president of the Company.
The Company intends to renew the revolving line of credit or secure another line
of credit with similar terms.

         Additionally, during April 2002 the Company received proceeds of
$125,000 from bridge loan financing.

                                       10
<PAGE>
         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 26, 2002 should
be adequate to fulfill the production schedule.

Item 3.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

         Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
This evaluation was done under the supervision and with the participation of the
Company's Principal Executive Officer and Principal Accounting Officer. Based
upon that evaluation, they concluded that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to satisfy the Company's disclosure obligations under the Exchange Act.

Changes in internal controls

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect those controls since the most
recent evaluation of such controls.

PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         On July 20, 1999, Peter Fallon filed a lawsuit 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. The Company
has paid the settlement in full.

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During April and May of 2002, in connection with three notes payable
totaling $125,000, the Company issued an aggregate of 125,000 warrants to three
note holders, each warrant exercisable to purchase one share of common stock, at
any time during a period of five years ending in March and April 2005. The
warrants are exercisable at $.50 per share. The warrants were issued under the
exemption from registration provided by Section 4(2) of the Securities Act. The

                                       11
<PAGE>
investors had access to information concerning the Company and the opportunity
to ask questions about the Company.

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 AND REPORTS ON FORM 8-K

         (a) The following exhibits are filed as part of this report:

             99.1     Certification of Principal Executive Officer

             99.2     Certification of Principal Accounting Officer

         (b) Reports on Form 8-K

         Subsequent to the period covered by this report, the Company filed the
following reports on Form 8-K:

         On August 14, 2002, the Company filed a Current Report on Form 8-K to
disclose that on July 26, 2002, the Board of Directors of the Company approved
the engagement of Spicer, Jeffries & Co. as independent auditors of the Company
for the fiscal year ended July 27, 2002, to replace the firm of BDO Seidman,
LLP, who were dismissed as the Company's auditors, effective July 26, 2002.

         On November 26, 2002 the Company filed a Current Report on Form 8-K to
disclose that on November 21, 2002 Triton Holdings International Corp.,
("Triton") the holder of a $350,000 secured promissory note due on January 14,
2003 (the "Senior Note") issued by the Company sold the Senior Note to Carl
Herndon and Lawrence Tierney, whom are officers and directors of the Company.
The Senior Note was only sold to Messrs. Herndon and Tierney after the Company
was unable to satisfy payment of the Senior Note, despite seeking financing from
unrelated third parties on the same or similar terms. In connection with the
purchase of the Senior Note, Herndon and Tierney have extended the term of the
Senior Note through February 14, 2004. Further, and pursuant to the terms of the
Senior Note, Herndon and Tierney received an aggregate of 1,808,098 shares of
the Company's common stock which would otherwise have been issued to Triton
pursuant to the Senior Note and 500,000 shares of the Company common stock held
by Triton.

         Herndon and Tierney paid Triton $400,000 (the "Purchase Price") payable
in the amount of $150,000 cash and a Secured Promissory Note in the principal
amount of $250,000. The Secured Promissory Note is secured by a first mortgage
on real estate owned by Mr. Herndon and leased to the Company.

         In consideration for delivery of the Purchase Price, Triton transferred
and assigned to Herndon (1) all right, title and interest under a Security
Agreement dated as of January 14, 1999, by and between the Company and Triton;
(2) and all right, title and interest under the Management Agreement dated
January 14, 1999, by and between the Company and Triton. Mr. Herndon has
cancelled the Management Agreement and forgiven all outstanding fees and
obligations due under the Management Agreement.

                                       12
<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on April 9, 2003.

                                     JUPITER MARINE INTERNATIONAL HOLDINGS, INC.


Dated: April 9, 2003                 By: /s/ Carl Herndon, Sr.
                                         ---------------------
                                         Carl Herndon, Sr., Director,
                                         Chief Executive Officer and President


Dated: April 9, 2003                 By: /s/ Lawrence Tierney
                                         --------------------
                                         Lawrence Tierney, Director,
                                         Chief Financial Officer and Secretary





































                                       13

<PAGE>
    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Jupiter Marine International
Holdings, Inc. (the Registrant") on Form 10-QSB for the period ending April 27,
2002, as filed with the Securities and Exchange Commission on the date hereof,
I, Carl Herndon, the Principal Executive Officer of the Registrant, certify,
pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, that:

         1. I have reviewed this Quarterly Report on Form 10-QSB of the
Registrant.

         2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Quarterly Report;

         3. Based on my knowledge, the financial statements and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

         4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act rules 13a-14 and 15d-14) for the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the Registrant, including its
         consolidated subsidiaries is made known to us by others within those
         entities, particularly during the period in which this Quarterly Report
         is being prepared;

                  b) evaluated the effectiveness of the Registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this Quarterly Report (the "Evaluation Date"); and

                  c) presented in this Quarterly Report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the audit
committee of the Registrant's board of directors (or persons performing the
equivalent function):

                                       14
<PAGE>
                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the Registrant's ability
         to record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weakness in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         Registrant's internal controls;

         6. The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



DATE: April 9, 2003                 /s/ Carl Herndon
                                    -----------------------------------------
                                    Carl Herndon, Principal Executive Officer




































                                       15

<PAGE>
    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Jupiter Marine International
Holdings, Inc. (the "Registrant") on Form 10-QSB for the period ending April 27,
2002, as filed with the Securities and Exchange Commission on the date hereof,
I, Lawrence Tierney, the Principal Accounting Officer of the Registrant,
certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that:

         1. I have reviewed this Quarterly Report on Form 10-QSB of the
Registrant.

         2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Quarterly Report;

         3. Based on my knowledge, the financial statements and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

         4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act rules 13a-14 and 15d-14) for the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the Registrant, including its
         consolidated subsidiaries is made known to us by others within those
         entities, particularly during the period in which this Quarterly Report
         is being prepared;

                  b) evaluated the effectiveness of the Registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this Quarterly Report (the "Evaluation Date"); and

                  c) presented in this Quarterly Report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the audit
committee of the Registrant's board of directors (or persons performing the
equivalent function):

                                       16
<PAGE>
                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the Registrant's ability
         to record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weakness in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         Registrant's internal controls;

         6. The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


DATE: April 9, 2003              /s/ Lawrence Tierney
                                 ----------------------------------------------
                                 Lawrence Tierney, Principal Accounting Officer
































                                       17