JUPITER MARINE INTERNATIONAL HOLDINGS, INC. - 10KSB/A - ANNUAL REPORT
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



(X)      Annual report pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934.

         For the fiscal year ended July 31, 1999

(  )     Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934.  (No Fee Required)

                  For the transition period from ____________ to ______________.

                  Commission file number 0-26618


                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)

                    FLORIDA                              65-0794113
        (State of other jurisdiction of      (IRS Employer Identification No.)
        incorporation or organization)


                              3391 S.E. 14th AVENUE
                         PORT EVERGLADES, FLORIDA 33316
                    (Address of principal executive offices)

                                 (954) 523-8985
                           (Issuers telephone number)

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value

                    Redeemable Common Stock Purchase Warrants
                              (Title of each class)

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 _____

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrants' knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB ( X )

State issuers revenues for the most recent fiscal year $1,201,375 .

As of November 15, 1999 the aggregate market value of the Issuer's voting stock
held by non-affiliates of the Issuer (2,401,500 shares of common stock) was
approximately $N/A.

As of November 12, 1999, the number of shares outstanding of the Issuer's common
stock was 4,033,500. Documents incorporated by reference:  NONE



<PAGE>


                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

BUSINESS

         Jupiter Marine International Holdings, Inc. ("JMIH"), a Florida
corporation, was incorporated on May 19, 1998. JMIH's goal is to become a
consolidator as well as a builder in the highly fragmented marine industry. On
May 26, 1998, JMIH acquired all of the outstanding shares of common stock of
Jupiter Marine International, Inc. ("JMI"), a boat manufacturing company, which
was incorporated under the laws of the State of Florida on November 7, 1997.
JMIH and JMI will sometimes be collectively referred to as the "Company". The
Company's principle offices and manufacturing facilities are located in Port
Everglades, Florida.The Company's web site address is www.jupitermarine.com.

         The Company believes that it has assembled a management team that is
not only capable of recognizing opportunities in the marine industry but can
also operate and enhance the value of opportunities in the marine industry.
Management believes that a tremendous number of potential consolidation
candidates can be found. Management also believes that the Company can find
"manufacturing customers" or unrelated manufacturers that may build and supply
the Company with proprietary parts and supplies for use in the assembly and
completion of Jupiter boats. The Company intends to locate consolidation
candidates and manufacturing customers primarily through its contacts within the
marine industry and through its professional affiliations and memberships in
nationally recognized marine associations such as the National Marine
Manufacturers Association and the Marine Industries Association of South
Florida.


         PRODUCTS

         The Company currently builds four outboard powered boats in three sizes
(the "Jupiter Line").

         31' CENTER CONSOLE

         The 31' Center Console is designed for the family fisherman and
provides what management of the Company believes is a quality offshore
performance while offering amenities and features not normally found in other
open boats. This model includes a private stand up compartment with 6'2"
headroom containing a vanity with sink and shower and room for optional marine
head.

         31" CUDDY CABIN

         This is the same basic boat as the 31" Center Console that includes a
small cuddy cabin forward with cruising amenities and a comfortable 4-place
dinette that converts to a queen berth for sleeping.

         27" CENTER CONSOLE

         This model is available in either single or twin engines. It was added
to the line in order to enable the entry level boat buyer to acquire a Jupiter
boat at an affordable price. New features in the 27' Center Console design
include an integrated engine mounting platform, above deck livewell, transom
door, and a 6'2" berth built into the console department.

         21' SHALLOW WATER SKIFF

         The 21' Shallow Water Skiff is unlike "typical" flats boats. This is
due to its size and weight. Most typical flats boats range from 14' to 18' and
are substantially lighter in weight and construction. The greater size and
weight of the Jupiter 21' Shallow Water Skiff allows it to carry more passengers


                                       2
<PAGE>

and operate in rougher conditions than the typical flats boats. Light enough to
operate in shallow water, yet large and stable enough to run in open water or
offshore chop, this boat can also be marketed as a family runabout or a yacht
tender.

         To further enhance its sport fishing boat line, the Company plans to
introduce a new 33' walk around cabin model based upon the proven 31' center
console hull design. This model will feature a deck design, which incorporates a
walk-in cabin, enclosed head with shower, and a full galley. With twin outboard
engine power this model will be offered as either a fishing boat for the serious
angler or as a purely recreational sport boat type cruiser. The Company is also
in the process of designing new 32 and 35 foot boats which the Company hopes to
eventually manufacture and sell as part of the Jupiter Line. The new boats will
feature diesel powered, inboard engines. The sale price of the new models will
range from approximately $160,000 to $300,000 depending on customization.

         Although the boats are suitable for many different purposes, they are
primarily used for fishing and fishing related activities. The sales prices for
the boats range from $75,000 to $110,000 for the Jupiter 31 models, from $45,000
to $78,000 for the Jupiter 27, and from $24,000 to $39,000 for the Jupiter 21.
The Company provides each boat purchaser with a limited lifetime warranty.

         MANUFACTURING

         The Company's manufacturing plant is set up with five full length
assembly lines. Each line operates at a rate that is determined by sales and
demand. It is planned that each assembly line run at a consistent line rate so
that the work stations become repetitive and components can be assembled in
quantity more efficiently. A line rate can be increased or decreased by simply
adding or subtracting workers and material on the line. Production capacity is
sufficient to accommodate approximately 20 boats in various stages of
construction at any one time. Construction of a boat currently made, depending
on size, takes approximately five weeks.

         The Company is currently on schedule to produce approximately 100 boats
annually and is operating at approximately 50% of its manufacturing capacity. In
order to build 200 boats annually, the Company would need to hire approximately
40 additional employees, both skilled and unskilled. Management believes its
relationship with its employees is good and does not foresee any difficulties in
hiring additional employees. The Company believes it can further expand its
manufacturing capacity by adding additional plant space, equipment and tooling.

         The Company owns over 60 different molds which are used interchangeably
depending on which model of boat the Company has agreed to build. Through
September 1, 1999, the Company has built 38 boats, all of which are seaworthy.
Jupiter's management team has built approximately 3,000 boats over the last 25
years, all of which were seaworthy.

         The first phase of manufacturing involves creating the hulls and decks
of the boats which is accomplished by the hand "laying-up" (taking sheets of
fiberglass material and laying them in place along the bottom and up the hull of
a boat) of vinylester blended resins and high quality stitched, bi-directional
and quad-directional fiberglass material over a foam core in the molds.
Bi-directional fiberglass is a fabric type material that is made of fiberglass
strands and distributed in rolls, much the same as cotton fabrics. There are
many types and styles of fiberglass cloth, the most common being bi-directional,
which means the structural strands of material are woven in two directions
normally at right angles to each other. Quad-directional fiberglass is basically
the same material as bi-directional fiberglass with the difference being that
the structural strands of fiberglass are woven or knitted in four different
directions in a variety of combinations.

         This procedure and components create a composite structure with strong
out and inner skins with a thicker, lighter core in between. The "laying-up" of
fiberglass by hand rather than using chopped fiberglass and mechanical
applicators results in superior strength and appearance. The resin used to bind
the composite structure together is a vinylester type, which is stronger, better
bonding and more flexible than the polyester resins used by most other
fiberglass boat manufacturers.


                                       3
<PAGE>

         During the second phase of manufacturing, the fuel tanks and inner
liner (or deck), which is made of the same material as the hull, are installed
in the hull. Decks are bonded to the hulls using bonding agents, screws and
fiberglass to achieve a strong, unitized construction. The third phase involves
installing the console, wiring, electrical components, various accessories and
engines. The final segment involves installing custom accessories, upholstery,
seating, electronics and navigational aids.

         The third phase involves installing the console, wiring, electrical
components, various accessories and engines. The final segment involves
installing custom accessories, upholstery, seating electronics and navigational
aids.

         DESIGN

         The Jupiter Line's Deep-V hulls are specifically designed to perform at
high speeds in offshore sea conditions, while providing their passengers a
smooth, comfortable and dry ride. There is no lean or cavitation (vibration and
inefficiencies caused by boat propeller slippage occurring when a boat propeller
does not have solid contact with the water) in a turn.

         The Jupiter Line's performance characteristics result from its
"posi-stern" hull design, developed by JMI which reduces drag, planes faster,
turns sharper, and increases fuel economy. This hull design, combined with its
stern lifting strakes, creates a variable dynamic lift that provides a level,
stable, and soft ride.

         The additional increase in stern lift balances the hull on its lines
and allows the boat to raise on plane very quickly without a loss of visibility
from the helm. The resulting running angle allows the bow to cut through the
water at a sharper angle, which results in deflecting spray out, not up and for
a softer and drier ride that reduces pounding or hopping commonly associated
with boats.

         The design and tooling for new boat models and improvements to existing
models is an integral part of the Company's business and will be continuously
ongoing. The time involved will be dependent on the magnitude of the project and
could range from three to twelve months. The anticipated cost in planning and
designing the Company's new boats is approximately $300,000. It is anticipated
that the costs of these projects will be funded with additional financing as
well as from cash flows from operations. The Company does not anticipate that
these costs will be borne by its customers.

         JMI SALES AND MARKETING

         JMI's marketing efforts will focus on Carl Herndon's name and
reputation in the boat manufacturing industry. Mr. Herndon has over 25 years of
marine experience. His background includes building high quality boats ranging
in length from 16' up to 80' in length and being appointed the C.E.O. of
Blackfin Yacht Corporation and Bertram Yachts, two highly regarded companies
within the marine industry. In addition to his boat building expertise, Herndon
has served as the President of the Marine Industries Association of South
Florida, was appointed to the Boating Advisory Council by Florida's Governor,
has served on numerous committees for the National Marine Manufacturers
Association, and has lobbied in Washington, DC on behalf of the marine industry.

         JMI intends to market its boats in nationally circulated magazines and
trade publications including Boating Magazine, Sports Fishing, Florida
Sportsman, Motor Boating and Sailing and Saltwater Sportsman. JMI intends to
attend most major boat shows and exhibitions, as well as possibly sponsoring
boats in fishing tournaments. Boats are sold and distributed through authorized
marine dealers throughout the United States. These dealers are not exclusive to
the Company and may carry the boats of other companies. The territories served
by any dealer are not exclusive to the dealer. However, the Company uses
discretion in locating new dealers in an effort to protect the interests of the
existing dealers. The Company normally does not manufacture boats for inventory.
Most boats are pre-sold to a dealer when entering the production line. The
Company currently has agreements with six boat dealers located in Dania,
Florida; Stuart, Florida; Wilmington, North Carolina; Neptune, New Jersey;
Mobile, Alabama; N. Weymouth, Massachusetts and is in the process of seeking
additional qualified boat retailers to act as dealers.


                                       4
<PAGE>


         The Company delivers boats to its dealers on a cash on delivery basis.
However, approximately one-half of the Company shipments are made pursuant to
commercial dealer "floor plan financing" programs in which the Company
participates on behalf of its dealers. Under these arrangements, a dealer
establishes lines of credit with one or more third-party lenders for the
purchase of showroom inventory. When a dealer purchases a boat pursuant to a
floor plan arrangement, it draws against its line of credit and the lender pays
the invoice cost of the boat, net of shipping charges, directly to the Company.

         The Company sells all of its boats through retail dealers. The Company
has sold five 21' Shallow Water Skiffs, three 27' Center Consoles and an
aggregate of twenty-five 31' Center Consoles or Cuddy Cabins. Through September
1999, the Company has sold a total of 33 boats.

         EMPLOYEES

         JMIH currently has no employees other than its officers and directors
who are not being compensated. JMI currently employs a total of 37 people 32 of
whom are directly involved in the boat manufacturing process and 5 of who are
administrative and executive personnel. All officers and employees are
full-time. As JMI nears full operating capacity, estimated by the Company to be
in July 2000, JMI expects to employ 65 people in the boat manufacturing area.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company leases a 32,140 square foot facility located at 3391 S.E.
14th Avenue, Port Everglades, Florida. The facility houses the Company's boat
manufacturing operation and executive offices. The Company leases the facility
from Carl Herndon, the Company's President, Chief Executive Officer and
Director. The lease agreement requires the Company to pay monthly lease payments
of approximately $10,700.00 per month plus applicable taxes. The lease payments
are subject to a 5% annual increase. The lease terminates in May 2002. The
Company has an exclusive option to purchase the facility during certain periods
until November 1, 2001 at a price between $900,000 and $1,000,000.

ITEM 3.           LEGAL PROCEEDINGS

         There are no significant material legal proceedings filed, or to the
Company's knowledge, threatened against the Company. However, Jupiter 31, Inc.,
the company from which JMI purchased the assets the Company now uses to operate
its boat manufacturing business, is the subject of tax lien proceedings
instituted by the IRS. In addition, Jupiter 31, Inc. failed to satisfy certain
financial obligations with other parties which were delinquent. As such, both
the IRS and any other creditors of Jupiter 31, Inc. may have rights in the
assets of Jupiter 31, Inc. superior to those of the Company. While management of
the Company has been informed by the IRS that the liens will be discharged, the
Company has not received a formal discharge notice to date. Although management
of the Company believes that neither the IRS nor any potential third party
claims exist, there can be no assurance that claims will not be made against the
assets.

         On October 4, 1999, Windjet Manufacturing, LLC ("Windjet") filed a
lawsuit against the Company alleging the negligent storage of its property which
resulted in a theft. Windjet claims losses of approximately $100,000. A written
agreement between the Company and Windjet required that Windjet procure its own
insurance on the property. The matter has been presented to the Company's
insurance carrier to determine coverage and defense costs.

         On May 7, 1998 JMI filed a civil lawsuit against Joseph Maran and
Jupiter 31, Inc., for breach of contract, fraudulent inducement, conspiracy to
defraud, and breach of employment. While the Company is seeking damages in
excess of $250,000, the suit is not presently being pursued since Jupiter 31,
Inc., has no assets, and Joseph Maran has filed personal bankruptcy.

                                       5
<PAGE>

         On August 27, 1999, subsequent to JMI's action against Mr. Maran and
Jupiter 31, Inc., Mr. Maran and Sandra Carter, the former owner of Jupiter 31,
Inc. and girlfriend of Mr. Maran, respectively, filed a lawsuit against JMI
requesting rescission, specific performance and negligent infliction of
emotional distress related to the asset purchase of Jupiter 31, Inc. and Mr.
Maran's employment agreement with JMI. They are seeking the return of 1,000,000
shares of Common Stock of JMI which were revoked by the Company and other
damages. Mr. Maran filed a Chapter 7 Bankruptcy Petition on February 1, 1999.
Mr. Maran and Ms. Carter are being represented by counsel retained by the
bankruptcy trustee. The Company intends to vigorously defend the complaint. At
this date, the Company can not opine on any possible outcome.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of security holders during the fiscal
year.


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Although JMIH has made application to permit quotation to be made on
the Over-the-Counter Bulletin Board for its shares of Common Stock, there is
currently no public trading market for JMIH's Common Stock. The transfer agent
for JMIH's Common Stock is Florida Atlantic Stock Transfer, Inc., 7130 Nob Hill
Road, Tamarac, FL 33321.

         JMIH has never paid cash dividends on its Common Stock. JMIH presently
intends to retain future earnings, if any, to finance the expansion of its
business and does not anticipate that any cash dividends will be paid in the
foreseeable future. The future dividend policy will depend on JMIH's earnings,
capital requirements, expansion plans, financial condition and other relevant
factors.

ITEM 6.  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.

         The Company also notes that comparison of the results of operation for
the fiscal year ended July 31,1998 to the fiscal year ended July 31, 1999
(approximately nine months) may not provide meaningful comparisons, as the
Company was not in normal business operation during all of fiscal 1998 and most
of fiscal 1999.


                                       6
<PAGE>


PLAN OF OPERATIONS

         Management's operating plan for the next twelve months 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.

NET SALES

         The Company had net sales for the year ended July 31, 1999 of
$1,201,375 compared to $76,955 for the year ended July 31, 1998. From inception
through July 31, 1998 and into the first nine months of fiscal 1999 the Company
was primarily involved in relocating its manufacturing facility and producing
boats that were an assumed liability of Jupiter 31, Inc. Revenues through April
1999 were primarily related to the delivery of these boats. Effective May 1999
the Company delivered all but one boat pursuant to the assumed liability of
Jupiter 31, Inc. The Company has net sales to dealers of $1,019,385 for the year
ended July 31, 1999.

COST OF SALES

         Cost of sales for the year ended July 31, 1999 was $850,494, 23.9% of
net sales. For the year ended July 31, 1998 costs of sales was $115,948, which
exceeded net sales by $38,993. The reason for this unusual occurrence during
1998 is that selling prices, established by Jupiter 31, Inc., were at
unrealistically low levels and were locked in by prior agreement with customers.

         The Company has identified certain production inefficiencies which,
when adjusted should lower costs of sales. The Company believes there are
vareious tooling constraints that, if improved, would reduce labor costs. A
study of new purchasing alternatives is underway that may reduce the cost of
material used.

GENERAL AND ADMINISTRATIVE EXPENSES

         The Company, even though it was not selling boats to outside dealers
until May of 1999, still incurred expenses for management, supervision, facility
expenses and depreciation while it was producing boats to satisfy the Jupiter
31, Inc. assumed liability.

LIQUIDITY ND CAPITAL RESOURCES

         The Company, since its inception, has experienced severe negative cash
flow and has met its cash requirements by issuing, through private placement,
its common and preferred stock. Additional funds were generated by borrowings of
$400,000. The Company anticipates that funds received from these sources, cash
generated from operations and additional financing of $1,000,000 should be
sufficient to satisfy the Company's contemplated cash requirements for at least
the next 12 months. After such time, the Comapny 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.
The number and level of employees at July 31, 1999 should be adequate to fulfill
the production schedule.

RESULTS OF OPERATIONS

         As stated previously, from inception to May 1999 the Company was
primarily involved in relocating its manufacturing facility and producing boats
that were an assumed liability of Jupiter 31, Inc. Consequently the Company
suffered significant operating and cash flow losses.

                                       7


<PAGE>


YEAR 2000 READINESS DISCLOSURE

         Because of the start up nature of the Company it has not developed,
internally, any information technology systems, but has utilized software
packages purchased from reputable third party vendors. These vendors have
assured us that their systems are Year 2000 compliant. We do not believe that
the aggregate cost for the year 2000 issue on entities with which we transact
business, and there can be no assurance that the effect of the Year 2000 issue
on such entities will not have a material adverse effect on our business,
financial condition, or results of operations.

ITEM 7.       FINANCIAL STATEMENTS

See the financial statements and supplementary data listed in the accompanying
index to the Financial Statements and Schedule on Page F-1 herein

ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURES

Not applicable.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE UNDER SECTION 16(A) AT THE EXCHANGE ACT SIGNIFICANT EMPLOYEES

         The following table sets forth the names, positions with JMIH and ages
of the executive officers and directors of JMIH. Directors will be elected at
JMIH's annual meeting of shareholders and serve for one year or until their
successors are elected and qualify. Officers are elected by the Board and their
terms of office are, except to the extent governed by employment contract, at
the discretion of the Board of Directors.
<TABLE>
<CAPTION>

Name                                        Age                      Position Held
----                                        ---                      -------------
<S>                                         <C>                   <C>
Carl Herndon                                60                    Director, President and Chief Executive
                                                                  Officer, Secretary

Lawrence S. Tierney                         53                    Director

SIGNIFICANT PERSONNEL

Carl Herndon, Jr.                           32                    Vice President
                                                                  Sales & Marketing JMI

Paul Douglas                                56                    Production Manager JMI
</TABLE>

                                       8
<PAGE>

         CARL HERNDON - Mr. Herndon has been President, Chief Executive Officer
and a Director of JMIH since its inception on May 19, 1998. Mr. Herndon has also
been President, Chief Executive Officer and a Director of JMI since May 15,
1998. Between 1973 and 1997, Mr. Herndon was President, Chief Executive Officer,
Director and sole shareholder of Blackfin Yacht Corporation, a Fort Lauderdale,
Florida based designer, manufacturer and seller of Sportfishing boats
("Blackfin"). Between 1993 and 1995, Mr. Herndon was president and Chief
Executive Officer of Bertram Yacht Corporation in Miami, Florida. During Mr.
Herndon's tenure as officer and director of Blackfin, Blackfin filed for Chapter
11 Bankruptcy Reorganization protection. The bankruptcy proceeding was
subsequently converted to a Chapter 7 proceeding.

         LAWRENCE TIERNEY - Mr. Tierney joined JMIH as a Director and Consultant
in January 1999. Since April 1997, Mr. Tierney is owner and operator of AAMCO
transmissions of Plant City, Florida. From March 1995 to March 1997, Mr. Tierney
was Chief Financial Officer of MAKO Marine International, Inc., a manufacturer
of high quality offshore fishing boats. From June of 1993 to March of 1995, Mr.
Tierney served as Chief Financial Officer of Chris Craft Boats, a wholly owned
subsidiary of Outboard Marine Corporation (OMC) a full line manufacturer of
power boats. From June 1991 to June 1993, Mr. Tierney acted as Chief Operating
Officer of Chris Craft Boats. From August 1986 to June 1991, Mr. Tierney was Sr.
Vice President of Finance for Chris Craft.

         CARL HERNDON, JR. - Mr. Herndon has been Vice President of Sales and
Marketing at JMI since October 1998 and joined JMI on a full-time basis in
January of 1999. From November 1997 to January 1998, Mr. Herndon was selling new
boats and brokering boats at Northside Marine Sales. From January 1992 to July
1997, Mr. Herndon was National Sales Manager for Blackfin Yacht Corporation.
From April 1987 to January 1992, Mr. Herndon was Production Manager for Blackfin
Yacht Corporation.

         PAUL DOUGLAS - Mr. Douglas has been the Plant Manager for JMI since May
of 1998. From March 1987 to July 1996, Mr. Douglas was Facilities/Maintenance
Foreman for Blackfin Yacht Corporation. From 1980 to 1987, Mr. Douglas was
Maintenance Craftsman, First Class and Acting Foreman for Special Projects for
Tracor Marine.

         EMPLOYMENT AGREEMENTS

         In November 1998, JMI entered into a five-year employment agreement
with Mr. Herndon with 2 one-year renewal options. The agreement obligates Mr.
Herndon to devote all his time to supervising, designing and manufacturing boats
for JMI as president and chief executive officer of the JMI. Mr. Herndon will
earn a base salary of $72,000 per year. Mr. Herndon's salary adjustments are
tied to the Company successfully reaching specific financial milestones.
Subsequent salary adjustments will be decided by the board of directors of the
Company. The employment agreement also entitles Mr. Herndon to an aggregate of
options to purchase 600,000 shares of common stock of the Company at prices
between $.50 and $1.00 per share over a period of five years. The employment
agreement includes standard non-compete and confidentiality provisions. Due to
Mr. Herndon's experience, the business of JMI and the Company will be largely
dependent on Mr. Herndon's experience and ability to design, manufacture and
sell boats produced by JMI.

         In May 1999, JMI entered into a five-year employment agreement with
Carl Herndon, Jr. with 2 one-year renewal options. The agreement obligates Mr.
Herndon to devote all his time to supervising the sales and marketing of the
Company's boats as Vice President of Sales and Marketing. Mr. Herndon will earn
a base salary of $70,000 for the first year of the agreement, $85,000 for the
second year of the agreement, $100,000 for the third year of the agreement and a
salary to be determined by the Board of Directors of JMIH for years four, five
and any renewal period. The employment agreement includes standard non-compete
and confidentiality provisions.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the outstanding Common Stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership on Form 3 and

                                       9

<PAGE>

reports of changes in ownership of Common Stock on Forms 4 or 5. Such persons
are required by SEC regulation to furnish the Company with copies of all such
reports they file.

         Based solely on its review of the copies of such reports furnished to
the Company or written representations that no other reports were required, the
Company believes that all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with during the year ended July 31, 1999, except for Carl Herndon, Carl Herndon,
Jr., Triton Holdings International Corp., Donald Gasgarth, and Lawrence Tierney
who inadvertently were late in filing Form 3 for reporting initial beneficial
ownership of securities which Form 3's have been filed as of November 12, 1999.

ITEM 10.          EXECUTIVE COMPENSATION

         The following table sets forth information relating to the compensation
paid by the Company during the past two fiscal years to: (1) the Company's
President and Chief Executive Officer; and (2) each of the Company's executive
officers who earned more than $100,000 during the period from May 19, 1998
(inception) through July 31, 1998 and August 1, 1998 through July 31, 1999:
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
--------------------------- -------- ----------------------------------- ----------------------------------------------
                                            Annual Compensation                     Long-Term Compensation
--------------------------- -------- ----------------------------------- ----------------------------------------------
                                                                                 Awards                 Payouts
--------------------------- -------- --------- -------- ---------------- ----------------------- ----------------------
                                                                                     Securities
                                                                                       Under-
                                                             Other       Restricted     Lying                All Other
   Name and Principal                                       Annual          Stock     Options/      LTIP      Compen-
        Position             Year     Salary    Bonus    Compensation     Award(s)      SARs       Payouts    sation
                                                              ($)            ($)         (#)         ($)        ($)
--------------------------- -------- --------- -------- ---------------- ----------- ----------- ---------- -----------
<S>              <C>        <C>      <C>
Carl Herndon, Director
CEO and President(1)      8/98-7/99  $61,734
--------------------------- -------- --------- -------- ---------------- ----------- ----------- ---------- -----------
                          5/98-7/98   10,385
--------------------------- -------- --------- -------- ---------------- ----------- ----------- ---------- -----------
</TABLE>

         (1) Does not include 850,000 shares of Common Stock of the Company
         issued to Mr. Herndon as founder's shares.



                                       10
<PAGE>
<TABLE>
<CAPTION>

STOCK OPTIONS
                                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                 ---------------------------------------------------------------------------------

                    Individual Grants
                 ---------------------------------------------------------------------------------
                                                        Percent of
                                           Number Of       Total
                                          Securities      Options/
                                          Underlying    SARs Granted    Exercise Of   Expiration
                          Name           Options/SARs   To Employees    Base Price       Date
                                          Granted (#)  In Fiscal Year     (S/Sh)
                ---------------------------------------------------------------------------------
<S>                                         <C>              <C>         <C>           <C>   <C>
                 Carl Herndon,              150,000          25%         $  .50        11/10/03
                 Director CEO and
                 President(1)
                 ---------------------------------------------------------------------------------
                                            150,000          25%         $  .625       11/10/03
                 ---------------------------------------------------------------------------------
                                            150,000          25%         $  .75        11/10/03
                 ---------------------------------------------------------------------------------
                                            150,000          25%         $1.00         11/10/03
                 ---------------------------------------------------------------------------------
</TABLE>

OPTION EXERCISES AND HOLDINGS

       The following table sets forth information with respect to the exercise
of options to purchase shares of JMIH's common stock during the period from May
19, 1998 (inception) through July 31, 1999, of each person named in the Summary
Compensation Table and the unexercised options held as of the end of this
period.

<TABLE>
<CAPTION>
         AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                OPTION/SAR VALUES
--------------------------------------------------------------------------------------------------------------------
                                                                              Number of             Value Of
                                                                             Securities            Unexercised
                                                                             Underlying           In-The-Money
                                                                             Unexercised          Options/SARs
                                                                            Options/SARs         At Fiscal Year-
                                         Shares                          At Fiscal Year-End          End ($)
                                       Acquired On         Value                 (#)              Exercisable/
                                      Exercise (#)       Realized           Exercisable/          Unexercisable
               Name                                         ($)             Unexercisable
--------------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>                  <C>                      <C>
Carl Herndon, Director, President          N/A              N/A                600,000                 -0-
and CEO
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
Company's common stock beneficially owned on October 1, 1999, for (i) each
shareholder known by the Company to be the beneficial owner of five (5%) percent
or more of the Company's outstanding common stock, (ii) each of the Company's
executive officers and directors, and (iii) all executive officers and directors
as a group. On October 1, 1999, there were approximately 4,033,500 shares of
Company common stock, par value $.001 (the "Common Stock"), outstanding. This is
not including:

o        an aggregate of 600,000 shares of Common Stock issuable upon the
         exercise of options:

o        984,000 shares of Common Stock ussuable upon the conversion of 328,000
         shares of the Company's Series A preferred Stock;

o        615,000 shares of the Company's Common Stock issuable upon the
         conversion of 205,000 shares of the Company's Series B Preferred Stock;
         and

o        885,000 shares of the Company's Common Stock ussuable upon the
         conversion of 245,000 shares of the Company's Series B Preferred Stock
         ussuable upon the exercise of wwarrants exercisable at $1.00.
<TABLE>
<CAPTION>

                                                        NUMBER OF                          PERCENTAGE OF
                                                   BENEFICIALLY OWNED                   OUTSTANDING SHARES
NAME                                                   SHARES                           BENEFICIALLY OWNED
<S>                                                      <C>                                 <C>
Carl Herndon
3391 S.W. 14th Avenue
Port Everglades, FL 33316                                1,487,500 (1)                       36.9%

Carl Herndon, Jr.
3391 S.W. 14th Avenue
Port Everglades, FL 33316                                  172,500 (2)                        4.2%

Triton Holding International Corp.
700 S. Federal Highway, Suite 200
Boca Raton, FL 33433                                       500,000 (3)                       12.3%

Donald B. Gasgarth
714 S.E. 8th Court
Delray Beach, FL 33483                                     666,000 (4)                       16.5%

Jeffrey K. Zwitter
6680 Serena Lane
Boca Raton, FL 33432                                       216,000 (5)                        5.3%

Four M International, Inc.
1980 Poison Oak, # 1850
Houston, TX 77004                                          300,000 (6)                        7.4 %

Alan Lyons
2521 Vestal Parkway East
Vestal, NY 13850                                           300,000 (7)                        7.4%

Lawrence Tierney (8)
3391 S.W. 14th Avenue
Port Everglades, FL 33316                                        0                            0.0%

Officers and Directors as a Group                        1,660,000                           41.2%
(3 persons)
</TABLE>


                                       12
<PAGE>


(1)      Mr. Herndon is a Director, President and Chief Executive Officer of
         both JMI and the Company. Includes (i) 37,500 shares of Common Stock
         issuable upon the conversion of 12,500 shares of Series A Convertible
         Preferred Stock; and (ii) up to 600,000 shares of Common Stock issuable
         upon the exercise of options at exercise prices between $.50 and $1.00
         per share over a five year period beginning November 10, 1998.

(2)      Carl Herndon, Jr. is Mr. Herndon's son and is JMI's Vice President of
         Sales and Marketing. Includes 22,500 shares of Common Stock issuable
         upon the conversion of 7,500 shares of Series A Convertible Preferred
         Stock.

(3)      Mr. Gasgarth and Mr. Zwitter, principal shareholders of JMIH, are also
         principal shareholders and Directors of Triton International Holding
         Corp. ("Triton"). Does not include (i) up to 1,400,000 shares of Common
         Stock that may be issued upon conversion of the Triton Note; (ii)
         66,000 shares of Common Stock owned by Mr. Gasgarth; and (iii) 66,000
         shares owned by Mr. Zwitter. Includes 50,000 shares of Common Stock
         subject to an option granted to Mr. Tierney.

(4)      Includes 300,000 shares of Common Stock issuable upon the conversion of
         100,000 shares of Series A Convertible Preferred Stock of the Company,
         and (ii) 300,000 shares of Common Stock issuable upon the exercise of
         warrants to purchase 100,000 Series B Convertible Preferred Stock at
         $1.00 until November, 2004, subsequently convertible into Common Stock
         at a 3:1 ratio. Does not include 500,000 shares of Common Stock owned
         by Triton Holding International Corp. in which Mr. Gasgarth is a
         principal shareholder, and Director.

(5)      Includes 75,000 shares of Common Stock issuable upon the conversion of
         25,000 shares of Series A Preferred Stock of the Company, and (ii)
         75,000 shares of Common Stock issuable upon the exercise 25,000
         warrants to purchase Series B Convertible Preferred Stock at $1.00
         until November, 2004, subsequently convertible into Common Stock at a
         3:1 ratio. Does not include 500,000 shares of Common Stock owned by
         Triton Holding International Corp., in which Mr. Zwitter is a principal
         shareholder and Director.

(6)      Includes 150,000 shares of Common Stock of the Company issuable upon
         the conversion of 50,000 shares of Series A Preferred Stock and (ii)
         150,000 shares of Common Stock issuable upon the exercise of 50,000
         warrants to purchase Series B Convertible Preferred Stock at $1.00
         until November, 2004, subsequently convertible into Common Stock at a
         3:1 ratio.

(7)      Includes 150,000 shares of common stock of the Company issuable upon
         the conversion of 50,000 shares of Series B Convertible Preferred
         Stock.

(8)      Mr. Tierney is a Director of JMIH. Mr. Tierney is also employed by
         Triton Holding International Corp. Does not include options to purchase
         50,000 shares of Common Stock of JMIH at $.40 per share from Triton
         Holding International Corp.

                                       13

<PAGE>

ITEM 12. INTEREST OF MANAGEMENT AND OTHER CERTAIN TRANSACTIONS

CERTAIN TRANSACTIONS

         Mr. Herndon personally owns the Company's manufacturing facility in
Port Everglades, Florida (the "Manufacturing Facility"). On May 20, 1998, the
Company entered into a lease agreement (the "Lease Agreement") with Mr. Herndon
in which the Company leases the Manufacturing Facility for a period of five
years at $4.50 per square foot or $10,714 per month (the "Lease Amount"). The
Company believes that since the Lease Amount is at fair market value, the Lease
Agreement between the Company and Mr. Herndon was consummated on terms no less
favorable than with an unrelated party. On November 1, 1998 the Company
negotiated a three-year option with Mr. Herndon to purchase the property. During
year one, the price is $900,000, year two $950,000 and year three $1,000,000.

LOANS FROM TRITON HOLDINGS INTERNATIONAL CORP.

         In November 1998, the Company initiated a loan for $350,000 from Triton
Holdings International Corp. ("Triton"). Two principal shareholders and
Directors of Triton are principal shareholders of the Company. The promissory
note ("the Note") issued to Triton by the Company evidencing the loan accrues
interest at 10% per annum. The note is convertible into shares of Common Stock
of the Company, at the option of Triton at $.50 per share before January 14,
2000, at $.375 per share between January 14, 2001 and January 14, 2002, and at
$.25 after January 14, 2003. The note matures on January 14, 2003; Triton also
received 500,000 shares of Common stock as additional incentive for making the
loan.

         The Company also entered into a 5 year management agreement with Triton
under which Triton is to perform general business consulting services in
connection with the Company's conducting of its business, including, but not
limited to, development and maintenance of internal bookkeeping functions,
business planning, consulting and advice with respect to structure and expansion
of the Company. Don Gasgarth and Jeff Zwitter are directors and principle
shareholders of Triton. Messrs. Gasgarth and Zwitter are also principle
shareholders of the Company. Larry Tierney, a director of the Company, is an
employee of Triton. In consideration for its services, the Company will pay
Triton a monthly fee of $5,000. The Company and Triton arrived at this fee by
estimating Triton's service hours to the Company at 100 hours per month and
valuing their services at $50.00 per hour. The Company believes this fee is
competitive with consulting arrangements in the marine industry. To date, Triton
has provided services to the Company in excess of 100 hours per month.

         Between February 1999 and March 1999, Premier Global, Inc., a company
controlled by Messrs. Zwitter and Gasgarth loaned the Company $59,000 pursuant
to the terms of a promissory note. The note accrued interest at 12% per annum.
On April 8, 1999, the Company paid $60,000 satisfying in full its obligation.

                                    PART III

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits      Description of Document

3.1               Articles of Incorporation of Jupiter Marine International
                  Holdings, Inc. (1)

3.2               Articles of Amendment to the Articles of Incorporation of
                  Jupiter Marine International Holdings, Inc. (1)

                                       14
<PAGE>

3.3               Bylaws of Jupiter Marine International Holdings, Inc.  (1)

10.1              Employment Agreement between Jupiter Marine International
                  Holdings, Inc. and Carl Herndon, Sr. dated November 10, 1998.
                  (1)

10.2              Employment Agreement between Jupiter Marine International
                  Holdings, Inc. and Carl Herndon, Jr. dated May 28, 1999. (1)

10.3              Management Agreement between Jupiter Marine International
                  Holdings, Inc. and Triton Holdings International Corp. dated
                  January 14, 1999. (1)

10.4              Secured Promissory Note issued by Jupiter Marine International
                  Holdings, Inc. and Triton Holdings International Corp. dated
                  January 14, 1998. (1)

10.5              Lease Agreement between Jupiter Marine International Holdings,
                  Inc. and Carl Herndon, Sr. dated May 19, 1998. (1)

21                Subsidiaries of Jupiter Marine International Holdings, Inc.
                  (1)

27                Financial Data Schedule.

(1)               Filed previously in the Company's Registration Statement,
                  on Form 10-SB under the same exhibit number.

(b)               Reports on Form 8-K

                  None
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 of the Exchange Act of 1934, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized on May 12, 2000.


                                  JUPITER MARINE INTERNATIONAL
                                            HOLDINGS, INC.


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


                                By:/s/ Lawrence Tierney
                                   ------------------------------------------
                                   Lawrence Tierney, Director


                                By: /s/ Carl Herndon, Jr.
                                   ------------------------------------------
                                     Carl Herndon, Jr., Vice President of Sales
                                     and Marketing


                                       15

<PAGE>


                                 JUPITER MARINE
                             INTERNATIONAL HOLDINGS,
                               INC. AND SUBSIDIARY

                             CONSOLIDATED FINANCIAL
                                   STATEMENTS

                             July 31, 1999 and 1998








<TABLE>
<CAPTION>



                                TABLE OF CONTENTS
                                                                                                          PAGES
                                                                                                          -----

<S>                                                                                                       <C>
Independent Auditor's Report                                                                               F-1

Consolidated Balance Sheets                                                                              F-2-3

Consolidated Statements of Operations                                                                      F-4

Consolidated Statements of Changes in Stockholders' Equity (Deficit)                                     F-5-6

Consolidated Statements of Cash Flows                                                                      F-7

Notes to Consolidated Financial Statements                                                              F-8-14

</TABLE>


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
 Jupiter Marine International Holdings, Inc. and subsidiary
  Fort Lauderdale, Florida


     We have audited the accompanying consolidated balance sheets of Jupiter
Marine International Holdings, Inc. and subsidiary as of July 31, 1999 and 1998,
and the related consolidated statements of operations, changes in stockholders'
equity (deficit) and cash flows for the period from November 18, 1997,
(inception) through July 31, 1998 and for the year ended July 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Jupiter
Marine International Holdings, Inc. and subsidiary as of July 31, 1999 and 1998,
and the results of its operations and its cash flows for the period from
November 18, 1997, (inception) through July 31, 1998 and for the year ended July
31, 1999, in conformity with generally accepted accounting principles.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
12 to the consolidated financial statements, the Company has sustained net
operating losses, has deficit cash flows from operations, and working capital
deficiencies at July 31, 1999 and 1998, all of which raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
these matters are described in Note 12. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


                                              KEEFE, McCULLOUGH & CO., LLP


Fort Lauderdale, Florida
September 10, 1999


                                      F-1
<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             July 31, 1999 and 1998


                                   A S S E T S
<TABLE>
<CAPTION>

                                                                                                     1999                   1998
                                                                                           -----------------      --------------
<S>                                                                                        <C>                    <C>
CURRENT ASSETS:
  Cash                                                                                    $        59,351         $        2,539
  Accounts receivable                                                                               1,736                    411
  Inventories                                                                                     421,191                330,810
  Prepaid expenses                                                                                 11,749                 15,385
                                                                                           --------------         --------------




          Total current assets                                                                    494,027                349,145
                                                                                           --------------         --------------


PROPERTY AND EQUIPMENT, at cost or allocated cost:
  Boat molds                                                                                      822,181                822,181
  Leasehold improvements                                                                          114,659                  --
  Machinery and equipment                                                                          97,804                 39,700
  Office equipment                                                                                  8,406                  7,000
                                                                                           --------------         --------------
                                                                                                1,043,050                868,881
  Less accumulated depreciation                                                                   272,821                 86,888
                                                                                           --------------         --------------

          Total property and equipment                                                            770,229                781,993
                                                                                           --------------         --------------


OTHER ASSETS:
  Deposits                                                                                         24,000                  --
                                                                                           --------------         --------------

          Total other assets                                                                       24,000                  --
                                                                                           --------------         --------------


                   Total assets                                                            $    1,288,256         $     1,131,138
                                                                                           ==============         ==============

</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these statements.



                                      F-2
<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             July 31, 1999 and 1998


              L I A B I L I T I E S  A N D  S T O C K H O L D E R S '
                           E Q U I T Y  (D E F I C I T)
<TABLE>
<CAPTION>

                                                                                                   1999                 1998
                                                                                           -----------------      --------------
<S>                                                                                         <C>                    <C>
CURRENT LIABILITIES
  Accounts payable                                                                          $     146,481          $      19,570
  Payroll taxes payable                                                                            33,125                 47,099
  Accrued expenses                                                                                 82,877                 32,049
  Customer deposits                                                                               248,386                156,189
  Current portion of debt                                                                          50,000                  --
  Warranty reserve                                                                                 50,553                 49,084
  Other current liabilities                                                                         --                   604,406
                                                                                           --------------         --------------

          Total current liabilities                                                               611,422                908,397
                                                                                           --------------         --------------


DEBT, less current portion                                                                        350,000                295,000
                                                                                           --------------         --------------

          Total liabilities                                                                       961,422              1,203,397
                                                                                           --------------         --------------


COMMITMENTS AND CONTINGENCIES (Notes 7 and 8)                                                       --                     --


STOCKHOLDERS' 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                  --

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

   Capital stock, 50,000,000 shares of $ .001 par value common stock authorized,
   4,033,500 and 2,130,000 shares issued and outstanding as of July 31, 1999 and
   1998, respectively                                                                               4,034                  2,130
  Additional paid-in capital                                                                    1,357,068                204,795
  Accumulated deficit                                                                          (1,034,801)              (279,184)
                                                                                           --------------         --------------

          Total stockholders' equity                                                              326,834                (72,259)
                                                                                           --------------         --------------



                   Total liabilities and stockholders' equity                              $    1,288,256         $   1,131,138
                                                                                           ==============         ==============
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
of these statements.



                                      F-3
<PAGE>


           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                For the Period From November 18, 1997 (inception)
           through July 31, 1998 and for the Year Ended July 31, 1999

<TABLE>
<CAPTION>

                                                                                                                      Period from
                                                                                                                      November 18,
                                                                                                                          1997
                                                                                                                       (inception)
                                                                                                 Year ended             through
                                                                                                July 31, 1999         July 31, 1998
                                                                                                -------------         -------------

<S>                                                                                               <C>                     <C>
SALES                                                                                             $1,201,375              $  76,955


COST OF SALES                                                                                        850,494                115,948
                                                                                                   ---------              ---------

          Gross profit (loss)                                                                        350,881                (38,993)


GENERAL AND ADMINISTRATIVE EXPENSES, including
  provision for depreciation of $ 185,933 and $ 86,888                                               992,077                234,632
                                                                                                   ---------              ---------

          Loss from operations                                                                      (641,196)              (273,625)


OTHER INCOME (EXPENSE):
  Other income                                                                                        13,642                     86
  Interest expense                                                                                  (128,063)                (5,645)
                                                                                                   ---------              ---------

          Total other income (expense)                                                              (114,421)                (5,559)
                                                                                                   ---------              ---------

          Loss before provision (credit) for income taxes                                           (755,617)              (279,184)

  PROVISION (CREDIT) FOR INCOME TAXES (Note 5)                                                          --                     --
                                                                                                   ---------              ---------

                   Net loss                                                                        $(755,617)             $(279,184)
                                                                                                   =========              =========



                   Earnings (loss) per common share - basic                                        $    (.25)             $    (.14)
                                                                                                   =========              =========

                   Earnings (loss) per common share - diluted                                      $    (.25)             $    (.14)
                                                                                                   =========              =========

</TABLE>





The accompanying notes to consolidated financial statements are an integral part
of these statements.


                                      F-4
<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                For the Period From November 18, 1997 (inception)
           through July 31, 1998 and for the Year Ended July 31, 1999

<TABLE>
<CAPTION>

                                         Preferred           Preferred                           Additional
                                           Stock               Stock             Common           Paid-In          Accumulated
                                         Series A            Series B            Stock            Capital             Deficit
                                      -------------       -------------      -------------      -------------       -----------

<S>                                 <C>                <C>                <C>                 <C>                <C>
BALANCES,
 November 18,
  1997 (inception)                  $         --       $          --      $          --       $         --       $         --

 Issuance of 125,000 shares
  of common stock to
  founders                                    --                  --                 125                --                 --

 Issuance of 850,000 shares
  of common stock to Carl
  Herdon, Sr.                                 --                  --                 850                --                 --

 Issuance of 490,000 shares to
  Atlantis Capital Partners, Inc.
  (these share were subsequently
  canceled)                                   --                  --                 490                --                 --

 Issuance of 460,000 shares
  of common stock in exchange
  for old JMI shares                          --                  --                 460               --                  --

 Issuance of 205,000 shares
  of common stock (subsequently
  exchanged for 205,000 Series
  B Preferred shares                          --                  --                 205            204,795                --

 Net loss for the period
 ended July 31, 1998                          --                  --                 --                 --             (279,184)
                                      -------------       -------------      -------------      -------------       -------------

BALANCES,
 August 1, 1998                               --                  --               2,130            204,795            (279,184)

  Cancellation of shares
   issued to Atlantis
   Capital Partners, Inc.                     --                  --                (490)               --                 --

  Issuance of 150,000
   shares of common stock
   to Carl Herdon, Jr. for
   services rendered to the
   Company                                    --                  --                 150             29,850                --

</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.


                                      F-5
<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                   (continued)
                For the Period From November 18, 1997 (inception)
           through July 31, 1998 and for the Year Ended July 31, 1999
<TABLE>
<CAPTION>


                                         Preferred           Preferred                           Additional
                                           Stock               Stock            Common            Paid-In          Accumulated
                                          Series A            Series B          Stock             Capital             Deficit
                                      -------------       -------------      -------------      -------------       -----------


<S>                                        <C>               <C>                <C>                <C>               <C>
  Issuance of 295,000
   shares of Series A
   preferred stock in
   exchange for canceling
   $ 295,000 in promissory
   notes                                   295                 --                 --                 294,705                --

  Issuance of 33,000 shares
   of Series A preferred
   stock for services
   rendered to the Company                  33                 --                 --                  32,967               --

  Issuance of 500,000
   shares of common stock
   to Triton Holdings
   International Corp. in
   connection with a loan
   to the Company                          --                  --                500                  99,500               --

  Issuance of 205,000 shares
   of Series B preferred
   stock in exchange for
   205,000 shares of common
   stock                                   --                  205              (205)                    --                --

  Issuance of 1,948,500 shares
   of common stock                         --                   --             1,949                 695,251               --

  Net loss for the year
   ended July 31, 1999                      --                  --                 --                 --                 (755,617)
                                      --------             -------           ---------          ------------        -------------

BALANCES,
 July 31, 1999                        $    328             $   205         $   4,034            $  1,357,068        $  (1,034,801)
                                      ========             =======         =========            ============        =============

</TABLE>




The accompanying notes to consolidated financial statements are an integral part
of these statements.



                                      F-6
<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Period From November 18, 1997 (inception)
           through July 31, 1998 and for the Year Ended July 31, 1999

<TABLE>
<CAPTION>
                                                                                                                    Period from
                                                                                                                    November 18,
                                                                                                                       1997
                                                                                                                    (inception)
                                                                                             Year ended               through
                                                                                            July 31, 1999          July 31, 1998
                                                                                            -------------          -------------

<S>                                                                                           <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                    $  (755,617)        $     (279,184)
  Adjustments to reconcile net loss to
  net cash (used in) provided by operating activities:
   Provision for depreciation                                                                     185,933                 86,888
   Loss on disposition of property and equipment                                                    1,554                   --
   Changes in assets and liabilities:
    Increase in accounts receivable                                                                (1,325)                  (411)
    Increase in inventories                                                                       (90,381)              (330,810)
    Decrease (increase) in prepaid expenses                                                         3,636                (15,385)
    Increase in deposits                                                                          (24,000)                  --
    Increase in accounts payable                                                                  126,911                 19,570
    Decrease (increase) in payroll taxes payable                                                  (13,974)                47,099
    Increase in accrued expenses                                                                   50,827                 32,049
    Increase in customer deposits                                                                  92,197                156,189
    Increase in warranty reserve                                                                    1,469                 49,084
    Decrease (increase) in other current liabilities                                             (604,406)               604,406
                                                                                           --------------         --------------


          Net cash (used in) provided by
           operating activities                                                                (1,027,186)               369,495
                                                                                           --------------         --------------


CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from the disposition of property and equipment                                           5,600                  --
  Payments for purchase of property and equipment                                                (174,169)              (868,881)
                                                                                           --------------         --------------

          Net cash used in investing activities                                                  (168,569)              (868,881)
                                                                                           --------------         --------------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                                                          852,567                206,925
  Proceeds from debt                                                                              400,000                295,000
                                                                                           --------------         --------------

          Net cash provided by financing activities                                             1,252,567                501,925
                                                                                           --------------         --------------

                   Net increase in cash                                                            56,812                  2,539


CASH, Beginning of year (period)                                                                    2,539                  --
                                                                                           --------------         -------------


CASH, End of year (period)                                                                $        59,351        $         2,539
                                                                                           ==============         ==============

</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these statements.


                                      F-7
<PAGE>



           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             July 31, 1999 and 1998


NOTE 1 - ORGANIZATION AND OPERATIONS

              Jupiter Marine International Holdings, Inc. ("JMIH") was
     incorporated under the laws of the State of Florida on May 19, 1998.
     Shortly thereafter, JMIH acquired all of the issued and outstanding shares
     of the common stock of Jupiter Marine International, Inc. ("JMI"), a West
     Palm Beach Florida based boat designer and manufacturer. JMI was
     incorporated under the laws of the State of Florida in November, 1997, and
     shortly thereafter, acquired the assets of Jupiter 31, Inc. some of which
     they now use to manufacture their boats. (JMIH and JMI are sometimes
     collectively referred to as the "Company"). The Company is located in Fort
     Lauderdale, Florida and is engaged in the manufacture and sale of offshore
     fishing and pleasure boats.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of consolidation:
     ---------------------------

              The consolidated financial statements include the accounts of the
     Company and its wholly-owned subsidiary, Jupiter Marine International, Inc.
     All significant intercompany transactions and balances have been eliminated
     in consolidation.

     Provision for depreciation:
     --------------------------

              The Company provides for depreciation of its property and
     equipment using the straight-line method over estimated useful lives of 5
     and 7 years.

              Additions and major renewals to property and equipment are
     capitalized. Maintenance and repairs are charged to expense when incurred.
     The cost and accumulated depreciation of assets sold or retired are removed
     from the respective accounts and any gain or loss is reflected in income.

              The Company continually evaluates the propriety of the carrying
     value of property and equipment based on the estimated future undiscounted
     cash flows of the related investment, as well as the amortization period to
     determine whether current events and circumstances warrant adjustments to
     carrying value and/or revised estimates of useful lives. At this time, the
     Company believes that no significant impairment of the long-lived assets
     has occurred and that no reduction of the estimated useful lives is
     warranted.

     Revenue recognition:
     -------------------

              Revenue from the sale of boats is recognized when they are
     delivered. No right of return currently exist between the Company and its
     dealers.

     Use of estimates:
     ----------------

              The presentation of a financial statement in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual amounts could differ from
     those estimates.


                                      F-8
<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             July 31, 1999 and 1998


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Inventories:
     -----------

              At July 31, 1999 and 1998, inventories consisted of the following:
<TABLE>
<CAPTION>

                                                                        1999                1998
                                                                 -----------------     --------------
<S>                                                           <C>                   <C>
                  Finished boats                                $        99,646        $           --
                  Boats in process, including
                   overhead applied                                     219,518               295,420
                  Materials and parts                                   102,027                35,390
                                                                 --------------        --------------

                                                                $       421,191        $      330,810
                                                                 ==============        ==============

</TABLE>


              Inventories are stated at the lower of cost or market. The cost of
     boats in process and finished boats includes labor, materials and allocated
     production overhead. The first-in, first-out method is used to cost parts
     and supplies for production. Boats in process and finished boats are valued
     using the average cost method. Provision is made to reduce excess on
     obsolete inventories to their estimated net realizable value.

     Warranty reserves:
     -----------------

              The Company furnishes limited warranties from twelve to eighteen
     months on its manufactured boats, and a lifetime hull warranty to the
     original purchaser. The Company provides for warranty related expenses and
     accruals as a percentage of net sales based on historical experience.

     Stock based compensation:
     ------------------------

              Statement of Financial Accounting Standards No. 123, "Accounting
     for Stock-Based Compensation," encourages, but does not require companies
     to record compensation cost for stock-based employee compensation plans at
     fair value. The Company has elected to account for stock-based compensation
     plans using the intrinsic value method prescribed in Accounting Principles
     Board ("APB") Opinion No.25, "Accounting for Stock Issued to Employees,"
     and related interpretations. Accordingly, compensation costs for stock
     options is measured as the excess, if any, of the quoted market price of
     the Company's stock at the date of the grant over the amount an employee
     must pay to acquire the stock. The Company did however issue common stock
     totalling $ 30,000 to an employee for services rendered in the year ending
     July 31, 1999.

     Advertising:
     -----------

              The Company expenses marketing and advertising costs as they are
     incurred. For the periods ended July 31, 1999 and 1998, these costs were
     approximately $ 116,000 and $ 28,000 respectively.

     Cash equivalents:
     ----------------

              The Company considers all highly liquid investments with a
     maturity of three months or less when purchased to be cash equivalents. The
     Company occasionally maintains cash balances at financial institutions in
     excess of Federally insured amounts.

     Earnings (loss) per share:
     -------------------------

              In calculating earnings (loss) per common shares, basic earnings
     (loss) per share is computed by dividing net loss by the weighted average
     number of common shares outstanding. Diluted


                                      F-9
<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             July 31, 1999 and 1998


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     earnings (loss) per share includes the dilution caused by common stock
     options and warrants. The weighted average number of shares for basic
     earnings (loss) per share was 9,228,750 and 2,130,000 in 1999 and 1998,
     respectively. The weighted average number of shares used in the diluted
     computation was 10,827,750 and 2,130,000 in 1999 and 1998, respectively.

     Recent accounting pronouncements:
     --------------------------------

              In June, 1997, the Financial Accounting Standards Board (the
     "FASB") issued SFAS No. 130, "Reporting Comprehensive Income." This
     statement establishes standards for the reporting and display of
     comprehensive income and its components in a full set of general purpose
     financial statements. Comprehensive income generally represents all changes
     in shareholders' equity during the period except those resulting from
     investment by, or distributions to, shareholders. SFAS No. 130 is effective
     for fiscal years beginning after December 15, 1997, and requires
     restatement of earlier periods presented. We adopted SFAS 130 as of July
     31, 1998, and have presented comprehensive income, if applicable, for all
     periods presented in the statement of shareholders' equity.

              In June, 1997, the FASB issued SFAS No. 131, "Disclosures about
     Segments of and Enterprise and related information." SFAS No. 131
     establishes standards for the way that a public enterprise reports
     information about operating segments in annual financial statements, and
     requires that those enterprises report selected information about operating
     segments in interim financial reports issued to shareholders. SFAS No. 131
     is effective for fiscal years beginning after December 15, 1997, and
     requires restatement of earlier periods presented. The Company has
     determined that it does not have any separately reporting business
     segments.

              In March, 1998, the AICPA issued SOP 98-1, "Accounting for the
     Costs of Corporate Software Developed or Obtained for Internal Use", which
     establishes guidelines for the accounting for the costs of all computer
     software developed or obtained for internal use. The Company adopted SOP
     98-1 effective for the year ended July 31, 1998. The adoption of SOP 98-1
     is not expected to have a material impact on the Company's financial
     statements.

              In June, 1998, the FASB issued SFAS No. 133, "Accounting for
     Derivative Instruments and Hedging Activities." SFAS No. 133 establishes
     accounting and reporting standards for derivated instruments, including
     derivated instruments embedded in other contracts, and for hedging
     activities. SFAS No. 133 is effective for all fiscal quarters of fiscal
     years beginning after June 15, 1999. This statement does not apply to the
     Company because it does not have any derivative instruments or hedging
     activities.

     Reclassification:
     ----------------

              Certain prior period amounts have been reclassified in order to
     conform with the current year financial statement presentation.


NOTE 3 - LEASE COMMITMENT

              The Company leases office and manufacturing space from its
     principal stockholder. The lease provides for monthly payments adjusted
     annually for cost of living adjustments and space utilization until it
     expires in May, 2002. The monthly rental was $ 13,184 at July 31, 1999 and
     $ 12,525 at July 31, 1998, including sales and real estate taxes.

              The Company previously received a four month rental abatement in
     consideration for making various leasehold improvements and modifications.
     Rental expense for the period ended July 31, 1999 and 1998, totaled
     approximately $ 119,000 and $ 45,000 respectively.


                                      F-10
<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             July 31, 1999 and 1998


NOTE 3 - LEASE COMMITMENT (continued)

              The following is a schedule of approximate future lease payments
     required by this lease:

                                   Year ending
                                     July 31

                                      2000                    $   141,800
                                      2001                    $   148,800
                                      2002                    $    65,100
                                   Thereafter                 $      NONE

              In connection with the lease above, the Company has been granted
     an option to purchase the building as discussed in Note 6.


NOTE 4 - DEBT
<TABLE>
<CAPTION>
<S>                                                                                               <C>              <C>
                                                                                                  1999             1998
                                                                                               ---------          -------
              Note payable to Triton Holdings International Corp., a stockholder
              and related party, interest only at 10% through January, 2003, at
              which time the principal balance is due. The note is
              collateralized by substantially all of the assets of the Company.
              The note is convertible into shares of common stock of the
              Company, at the option of Triton at $ .50 per share before January
              14, 2000, at $ .375 per share from January 14, 2000 to January 14,
              2002, and at $ .25 thereafter until January 14, 2003.                          $   350,000       $      --

              Note payable to Triton Holdings International Corp. a stockholder
              and related party, interest only at 12% through January, 2000, at
              which time the principal balance is due. The note is
              collateralized by certain assets of the Company.                                   50,000              --

              10% note of the subsidiary payable in full upon the earlier of 18
              months from February, 1998, or upon the completion of a private
              offering of the Company's common stock of not less than 500,000
              shares. During the year ended July 31, 1999 this note was
              converted to Series A preferred stock.                                                --          295,000
                                                                                            -----------       ---------
                                                                                                400,000         295,000
                   Less current portion                                                          50,000              --
                                                                                            -----------       ---------
                                                                                            $   350,000       $ 295,000
                                                                                            ===========       =========
</TABLE>


                                      F-11
<PAGE>
           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             July 31, 1999 and 1998


NOTE 4 - DEBT (continued)

              Future debt principal payments in the aggregate are approximately
              as follows:

                          Year ending
                            July 31                 1999          1998
                            -------              ---------       ------

                             1999              $ --           $   295,000
                             2000              $ 50,000       $     --
                             2001              $ --           $     --
                             2002              $ --           $     --
                             2003              $ 350,000      $     --
                          Thereafter           $   NONE       $     NONE


NOTE 5 - PROVISION (CREDIT) FOR INCOME TAXES

              Deferred taxes, if applicable, are provided at the combined
     effective Federal and state statutory rates on timing differences which
     occur when certain income and expense items are recognized at different
     times for financial reporting and tax purposes.

              The Company accounts for income taxes in accordance with the
     Statement of Financial Accounting Standards No. 109, "Accounting for Income
     Taxes," which requires the recognition of deferred tax liabilities and
     assets at currently enacted tax rates for the expected future tax
     consequences of events that have been included in the financial statements
     or tax returns. A valuation allowance is recognized to reduce the net
     deferred tax asset to an amount that is more likely than not to be
     realized. The tax provision (credit) shown on the accompanying statements
     of operations is zero, because the deferred tax asset that is generated
     from net operating losses through July 31, 1999 is offset in its entirety
     by a valuation allowance. Net operating loss carryforwards for financial
     reporting and tax purposes total approximately $ 880,000. The tax losses
     expire $ 210,000 in 2018 and $ 670,000 in 2019.


NOTE 6 - RELATED PARTY TRANSACTIONS

              In connection with the lease agreement with its principal
     stockholder (Note 3), the Company has been granted a purchase option on the
     leased property for a three year period ending November 1, 2001. The option
     price is as follows:


               a.   If option is exercised prior to November 1, 1999; purchase
                    price is $ 900,000

               b.   If option is exercised after November 1, 1999 but prior to
                    November 1, 2000; purchase price is $ 950,000

               c.   If option is exercised after November 1, 2000 but prior to
                    November 1, 2001; purchase price is $ 1,000,000

              As more fully discussed in Note 4, the Company is obligated on
     notes payable in the amounts of $ 350,000 and $ 50,000 to Triton Holdings
     International Corp. (Triton) a stockholder of the Company. Interest expense
     applicable to these notes was $ 28,563 and $ 5,645 for the year ended and
     period ended July 31, 1999, and July 31, 1998, respectively. In addition,
     several of the directors of Triton are also stockholders of the Company.

              In addition, the Company has entered into a management agreement
     with Triton which is more fully discussed in Note 7.


                                      F-12
<PAGE>


           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             July 31, 1999 and 1998


NOTE 7 - COMMITMENTS

              The Company entered into an employment agreement with its
     President for his services until October, 2003 at $ 72,000 per year. The
     agreement provides for an additional $ 2,500 per month when the Company has
     achieved a positive cash flow from operations for three consecutive months
     and $ 2,000 per month when the Company has net income from operations for
     three consecutive months. The agreement may be automatically renewed for up
     to two successive one year periods by mutual agreement between the parties.

              In addition, the employment agreement provides for the President
     to receive options to purchase 150,000 shares of common stock at $ .50 per
     share, 150,000 shares of common stock at $ .625 per share, 150,000 shares
     of common stock at $ .75 per share and 150,000 shares of common stock at $
     1.00 per share. The options vest equally and may be exercised over a period
     of five years. The employment agreement includes certain non-compete and
     confidentiality provisions.

              Further, the Company also entered into a five year management
     agreement with Triton Holdings International Corp., a stockholder and
     related party, Notes 4 and 6, until December, 2003. The agreement calls for
     a payment of $ 5,000 per month for general business consulting services
     during the term of the agreement.

              The Company has made commitments to sell boats at cost or at a
     dealer discount to certain stockholders and other related parties. Cost is
     the actual material and labor plus allocated overhead. The dealer discount
     is the manufacturers suggested list price less a dealer discount of 25%.
     All dealers receive the same discount. No boats have been sold to and none
     have been ordered by stockholders as of July 31, 1999.


NOTE 8 - CONTINGENCIES

              From time to time the Company is subject to legal proceedings and
     claims arising in the ordinary course of business. The Company is not aware
     of any legal proceedings or claims that will have, individually or in the
     aggregate, a material adverse effect on the Company.


NOTE 9 - CAPITAL STOCK

              The capital stock structure of the Company is as follows:

              Preferred stock, voting:

              Series A, $ .001 par value, 10% cumulative, callable at $ 1.20 per
              share, convertible into three shares of common stock until the
              fifth anniversary of the date of issue at which time automatic
              conversion will occur, 5,000,000 shares authorized, including
              500,000 designated as 10% cumulative, 328,000 shares issued and
              outstanding.

              Preferred stock, nonvoting:

              Series B, $ .001 par value, 10% cumulative, callable at $ 1.20 per
              share, convertible into three shares of common stock until the
              fifth anniversary of the date of issue at which time automatic
              conversion will occur, 205,000 shares authorized, issued and
              outstanding.

              Common stock, voting, $ .001 par value, 50,000,000 shares
              authorized and 4,033,500 shares issued and outstanding.



                                      F-13
<PAGE>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             July 31, 1999 and 1998


NOTE 10 - EQUITY TRANSACTIONS

              In December, 1998, the Company issued 295,000 shares of Series A
     Preferred Stock along with warrants to purchase 295,000 shares of the
     Series B Preferred Stock at $ 1.00 per share, exercisable for a period of
     five years from the date of issuance. The stock was issued in consideration
     for the cancellation of a $ 295,000 promissory note. As of July 31, 1999,
     all of the warrants were still outstanding. Warrants are considered to be
     of no value, consequently they are not recorded on the books of the
     Company.


NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

              Supplemental Disclosure of Cash Flow Information:
<TABLE>
<CAPTION>

                                                                       1999                      1998
                                                                       ----                      ----
<S>                                                           <C>                   <C>
                  Cash paid during the year for -
                   Interest                                        $    31,584               $     2,250

                  Other Noncash Financing Activities:
                  Issuance of stock                                $ 1,277,567               $      --

                  Stock issued in lieu of
                   employee compensation                               (30,000)                     --

                  Debt reduction in connection
                   with issuance of Series A
                   preferred stock                                    (295,000)                     --

                  Stock issued relating to
                   note payable                                       (100,000)                     --
                                                                   -----------               -----------

                     Proceeds from issuance of stock               $   852,567               $      --
                                                                   ===========               ===========
</TABLE>


NOTE 12 - GOING CONCERN MATTERS

              As shown in the accompanying financial statements, the Company
     sustained net operating losses totalling $ 931,826 through July 31, 1999,
     and as of that date, had current liabilities exceeding current assets by $
     117,395. These deficiencies, as well as a significant deficit cash flow
     from current operations, create an uncertainty about the Company's ability
     to continue as a going concern.

              From the inception of the Company through April, 1999, the Company
     was primarily involved in satisfying certain obligations and commitments
     relative to the purchase of assets from Jupiter 31, Inc. (Note 1), and in
     relocating and modifying its manufacturing facility. During the last
     quarter of the fiscal year the Company commenced normal operations and
     generated approximately $ 1,000,000 of the total sales for the year ended
     July 31, 1999. Management believes that it has assembled a management team
     capable of recognizing and capitalizing on opportunities in the marine
     industry, and they are committed to identifying business and financing
     opportunities and strategic partners to infuse additional capital into the
     Company until future profitable operations can be achieved. In addition,
     the Company has completed the improvements to its facility and the
     modifications to its production methods which should improve efficiency and
     favorably impact future operations.



                                      F-14

<PAGE>

<TABLE>
<CAPTION>

           JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                      JANUARY 31, 2000 AND JANUARY 31, 1999


                                     ASSETS
                                                                     January 31, 2000     January 31, 1999
                                                                     ----------------     ----------------
<S>                                                                          <C>                    <C>
CURRENT ASSETS:
      Cash                                                                 $   143,404           $    2,325
      Accounts receivable                                                      106,591
      Inventories                                                              393,029              269,186
      Prepaid expenses                                                          20,856               10,258
                                                                    -------------------      ---------------

                   Total current assets                                        663,880              281,769


PROPERTY AND EQUIPMENT, at cost or allocated cost
      Boat molds                                                               839,219              822,181
      Leasehold improvements                                                   114,659               85,070
      Machinery and equipment                                                  102,664               39,700
      Office equipment                                                           9,985                7,000
                                                                    -------------------      ---------------
                                                                             1,066,527              953,951
      Less accumulated depreciation                                            365,803              186,410
                                                                    -------------------      ---------------

                   Total property and equipment                                700,724              767,541
                                                                    -------------------      ---------------

OTHER ASSETS:
      Deposits                                                                  28,800                    -
                                                                    -------------------

                   Total other assets                                           28,800                    -
                                                                    -------------------      ---------------

                               Total assets                                $ 1,393,404           $1,049,310
                                                                    ===================      ===============


                                      F-15


<PAGE>

                      LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
      Accounts payable                                                     $   286,283           $   28,225
      Payroll taxes payable                                                          -               95,104
      Accrued expenses                                                         201,979               71,808
      Customer deposits                                                        127,000              206,789
      Current portion of debt                                                        -               50,000
      Warranty reserve                                                          53,178               49,084
      Other liabilities                                                              -              188,112
                                                                    -------------------      ---------------
                                                                               668,440              689,122


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

                               Total liabilities                             1,018,440            1,039,122

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 liguidation 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                                                       228                    -

      Capital stock, 50,000,000 shares of $.001
      par value common stock authorized,
      4,033,500 shares issued and outstanding                                    4,034                2,085

      Additional paid-in capital                                             1,554,640              560,057
      Accumulated deficit                                                   (1,184,471)            (552,487)
                                                                    -------------------      ---------------
                               Total stockholder's equity                      374,964               10,188


                               Total liabilities and stockholder's
                                 equity                                    $ 1,393,404           $1,049,310
                                                                    ===================      ===============

</TABLE>

                                      F-16
<PAGE>
<TABLE>
<CAPTION>

                      JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                                CONSOLIDATED STATEMENT OF OPERATIONS


                                           Three months         Three months          Six months           Six months
                                               ended                ended                ended               ended
                                         January 31, 2000     January 31, 1999     January 31, 2000     January 31, 1999
                                         ----------------     ----------------     ----------------     ----------------
<S>                                           <C>                          <C>           <C>                          <C>
NET SALES                                     $ 1,073,451           $        -           $ 2,285,941      $             -

COST OF SALES                                     896,689                    -             1,944,759                    -
                                         -----------------    -----------------    ------------------   ------------------

    Gross income                                  176,762                    -               341,182                    -

SELLING, GENERAL AND                              255,250              115,249               472,939              230,498
    ADMINISTRATIVE EXPENSES               ------------------   -----------------    ------------------   ------------------


    Loss from operations                          (78,488)            (115,249)             (131,757)            (230,498)

OTHER EXPENSE:

    Interest expense                                8,750                5,385                17,913               10,770
                                         -----------------    -----------------    ------------------   ------------------

    Total other expense                             8,750                5,385                17,913               10,770

    Loss before income taxes                      (87,238)            (120,634)             (149,670)            (241,268)

PROVISION FOR INCOME TAXES                             -                    -                     -                    -

    Net Loss                                  $   (87,238)          $ (120,634)          $  (149,670)     $      (241,268)
                                         =================    =================    ==================   ==================


    Earnings (loss) per common share
                Basic                         $     (0.01)          $    (0.06)          $     (0.02)     $         (0.11)
                                         =================    =================    ==================   ==================

    Earnings (loss) per common share
                Dilluted                      $     (0.01)          $    (0.06)          $     (0.01)     $         (0.11)
                                         =================    =================    ==================   ==================

</TABLE>

                                      F-17
<PAGE>
<TABLE>
<CAPTION>

                 JUPITER MARINE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND JANUARY 31, 1999



                                                                       Six months              Six months
                                                                          ended                  ended
                                                                    January 31, 2000        January 31, 1999
                                                                    ----------------        ----------------
<S>                                                                        <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                      $        (149,670)      $       (273,303)
      adjustments to reconcile net loss to
          net cash (used) provided by operating activities:
          Provision for depreciation                                           92,982                 99,522
          Changes in assets and liabilities:
              (Increase) decrease in accounts receivable                     (104,855)                   411
              Decrease in inventories                                          28,162                 61,624
              (Increase) decrease in prepaid expenses                          (9,107)                 5,127
              (Increase) decrease in other assets                              (4,800)                     -
              Increase (decrease) in accounts payable                         139,802                  8,655
              Decrease (increase) in payroll tax payable                      (33,125)                48,005
              Increase in accrued expenses                                     89,102                 39,759
              (Decrease) increase in customer deposits                       (121,386)                50,600
              Increase in warranty reserve                                      2,625                      -
              Decrease in other liabilities                                                         (416,294)
                                                                    ------------------      -----------------

                   Net cash (used in) provided by
                     operating activities                                     (70,270)              (375,894)
                                                                    ------------------      -----------------


CASH FLOWS FROM INVESTING ACTIVITIES:
      Payment for purchase of property and equipment                          (23,477)               (85,070)
                                                                    ------------------      -----------------

                   Net cash used in investing activities                      (23,477)               (85,070)
                                                                    ------------------      -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:                                               -
              (Payment) proceeds in debt                                      (50,000)               105,000
              Proceeds from stock transactions                                227,800                355,750
                                                                    ------------------      -----------------
                   Net cash provided from financing activities                177,800                460,750
                                                                    ------------------      -----------------

                   Net increase (decrease) in cash                             84,053                   (214)

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

CASH, End of period                                                 $         143,404       $          2,325
                                                                    ==================      =================

</TABLE>

                                      F-18