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

                          AMENDMENT TO #1 TO FORM 10KSB

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

         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




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                                   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.


                                  JUPITER MARINE INTERNATIONAL
                                            HOLDINGS, INC.


Date: November 15, 1999           By:/s/ Carl Herndon
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                                  Carl Herndon, Director, CEO and President


Date: November 15, 1999           By:/s/ Lawrence Tierney
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                                  Lawrence Tierney, Director


Date: November 15, 1999           By:/s/ Carl Herndon, Jr.,
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                                  Carl Herndon, Jr., Vice President of Sales
                                  and Marketing