---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x  QUARTERLY
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

o 
  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________to
______________

Commission file number: 001-16063

JUPITER ENTERPRISES,
INC.(Exact name of small business issuer as specified in it
charter)

|NEVADA                                                               | 98-0208667                             
|-------------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS
      Employer Identification No.)

No. 24 Xiao Shi Qiao Jiugulou Street, XiCheng District,
Beijing China 100009(Address of principal executive offices)

011 86 10 64049701(issuer’s telephone
number)

_______________________________________________________________________(Former
name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past 12 
  months (or such shorter period that the issuer was required to file such reports),
  and (2) has been subject to such filing 
  requirements for the past 90 days. Yes x  
  No o

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer filed all documents and reports required
  to be filed by Section 12, 13 or 15(d) of the Exchange Act 
  after the distribution of securities under a plan confirmed by a court. Yes
  o   No o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s
  classes of common equity, as of the latest practicable date: As of 
  August 2, 2005, the issuer had 4,678,308 shares of common stock, $0.001 par
  value, outstanding.

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). 
  Yes x   No  ̈

Transitional Small Business Disclosure Format (Check one): Yes
  o   No x

---

INDEX

|                                         |                                                              | Page
|---------------------------------------- | ------------------------------------------------------------ | ----
|                                         |                                                              |     
|**PART I – FINANCIAL
      INFORMATION** | 1                                                           
|                                         |                                                              |     
|Item 1.                                  | Financial Statements.                                        | 2   
|                                         |                                                              |     
|Item 2.                                  | Management’s Plan of
      Operation.                        | 2   
|                                         |                                                              |     
|Item 3.                                  | Controls and Procedures.                                     | 3   
|                                         |                                                              |     
|**PART II – OTHER INFORMATION**          |                                                             
|                                         |                                                              |     
|Item 1.                                  | Legal Proceedings.                                           | 4   
|                                         |                                                              |     
|Item 2.                                  | Changes in Securities and
      Use of Proceeds.             | 4   
|                                         |                                                              |     
|Item 3.                                  | Defaults upon Senior Securities.                             | 4   
|                                         |                                                              |     
|Item 4.                                  | Submission of Matters to a
      Vote of Securities Holders. | 4   
|                                         |                                                              |     
|Item 5.                                  | Other Information.                                           | 4   
|                                         |                                                              |     
|Item 6.                                  | Exhibits.                                                    | 4   
|                                         |                                                              |     
|**SIGNATURES**                           | 6                                                           

---

**PART I – FINANCIAL INFORMATION**

Item 1. Financial Statements

---

|JUPITER ENTERPRISES, INC.          
|-----------------------------------
|(A development stage enterprise)   
|Index to Financial
      Statements



|Balance Sheet -                                            |    
|---------------------------------------------------------- | ---
|September 30, 2005                                         | F-2
|                                                           |    
|Statement of Operations -                                  |    
|For the six
      months ended September 30, 2005 and 2004 | F-3
|For the quarters
      ended September 30, 2005 and 2004   | F-4
|                                                           |    
|Statement of Stockholders' Equity (Deficit)
      -        |    
|For the periods
      ended September 30, 2005             | F-5
|                                                           |    
|Statement of Cash Flows -                                  |    
|For the periods
      ended September 30, 2005 and 2004    | F-6
|                                                           |    
|Notes to Financial Statements -                            |    
|September
      30, 2005                                   | F-7

F-1

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Balance Sheet                   
|(Unaudited)                     

|                                                              |   | September 30, |  
|------------------------------------------------------------- | - | ------------- | -
|                                                              |   | 2005          |  
|ASSETS                                                        |   |               |  
|Current assets:                                               | $ | -             |  
|Total current assets                                          |   | -             |  
|                                                              |   |               |  
|Other assets:                                                 |   |               |  
|Software distribution license                                 |   | 10,000        |  
|Total assets                                                  | $ | 10,000        |  
|                                                              |   |               |  
|                                                              |   |               |  
|LIABILITIES                                                   |   |               |  
|Current liabilities:                                          |   |               |  
|Accounts payable and accrued
      expenses                   | $ | 159,537       |  
|Due to related parties                                        |   | 121,828       |  
|Total current liabilities                                     |   | 281,365       |  
|                                                              |   |               |  
|Total liabilities                                             |   | 281,365       |  
|                                                              |   |               |  
|Commitments and contingencies                                 |   | -             |  
|                                                              |   |               |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                |   |               |  
|Common stock, $.001 par value, 100,000,000 shares authorized, |   |               |  
|4,678,308 shares
      issued and outstanding                 |   | 4,678         |  
|Capital in excess of par value                                |   | 141,967       |  
|Deficit accumulated during the development
      stage        |   | (418,010      | )
|Total stockholders' equity (deficit)                          |   | (271,365      | )
|Total liabilities
      and stockholders' equity (deficit)    | $ | 10,000        |  

F-2

The accompanying notes are an integral part of these statements.

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Statement of Operations         
|(Unaudited)                     

|                                                        |   | Inception,     |   |   |                  |   |   |           |  
|------------------------------------------------------- | - | -------------- | - | - | ---------------- | - | - | --------- | -
|                                                        |   | March 12, 1999 |   |   |                  |   |   |           |  
|                                                        |   | through        |   |   | Six Months Ended |  
|                                                        |   | September 30,  |   |   | September 30,    |  
|                                                        |   | 2005           |   |   | 2005             |   |   | 2004      |  
|                                                        |   |                |   |   |                  |   |   |           |  
|Revenues                                                | $ | -              |   | $ | -                |   | $ | -         |  
|                                                        |   |                |   |   |                  |   |   |           |  
|General and administrative expenses                     |   | 265,746        |   |   | 13,519           |   |   | 17,253    |  
|Operating income (loss)                                 |   | (265,746       | ) |   | (13,519          | ) |   | (17,253   | )
|                                                        |   |                |   |   |                  |   |   |           |  
|Other income (expense):                                 |   |                |   |   |                  |   |   |           |  
|Expenses in connection with abandoned
      acquisition |   | (60,495        | ) |   | -                |   |   | -         |  
|Impairment loss                                         |   | (91,700        | ) |   | -                |   |   | -         |  
|Interest expense                                        |   | (69            | ) |   | -                |   |   | -         |  
|Total other income (expense)                            |   | (152,264       | ) |   | -                |   |   | -         |  
|Income (loss) before taxes on
      income              |   | (418,010       | ) |   | (13,519          | ) |   | (17,253   | )
|                                                        |   |                |   |   |                  |   |   |           |  
|Provision (credit) for taxes on income                  |   | -              |   |   | -                |   |   | -         |  
|Net (loss)                                              | $ | (418,010       | ) | $ | (13,519          | ) | $ | (17,253   | )
|                                                        |   |                |   |   |                  |   |   |           |  
|Basic earnings (loss) per common share                  |   |                |   | $ | -                |   | $ | (0.01     | )
|                                                        |   |                |   |   |                  |   |   |           |  
|Weighted average number of shares outstanding           |   |                |   |   | 3,932,406        |   |   | 1,178,308 |  

F-3

The accompanying notes are an integral part of these statements.

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Statement of Operations         
|(Unaudited)                     

|                                                        |   | Three Months Ended |  
|------------------------------------------------------- | - | ------------------ | -
|                                                        |   | September 30,      |  
|                                                        |   | 2005               |  
|                                                        |   |                    |  
|Revenues                                                | $ | -                  |  
|                                                        |   |                    |  
|General and administrative expenses                     |   | 10,425             |  
|Operating income (loss)                                 |   | (10,425            | )
|                                                        |   |                    |  
|Other income (expense):                                 |   |                    |  
|Expenses in connection with abandoned
      acquisition |   | -                  |  
|Impairment loss                                         |   | -                  |  
|Interest expense                                        |   | -                  |  
|Total other income (expense)                            |   | -                  |  
|Income (loss) before taxes on
      income              |   | (10,425            | )
|                                                        |   |                    |  
|Provision (credit) for taxes on income                  |   | -                  |  
|Net (loss)                                              | $ | (10,425            | )
|                                                        |   |                    |  
|Basic earnings (loss) per common share                  | $ | -                  |  
|                                                        |   |                    |  
|Weighted average number of shares outstanding           |   | 4,678,308          |  

F-4

The accompanying notes are an integral part of these statements.

---

|JUPITER ENTERPRISES, INC.                  
|-------------------------------------------
|(A development stage enterprise)           
|Statement of Stockholders' Equity (Deficit)
|(Unaudited)                                

DeficitAccumulatedCapital in
      
      
      During theCommon Stock
      
      
      Excess of
      
      
      DevelopmentShares
      
      
      Amount
      
      
      Par Value
      
      
      Stage
      
      
      TotalBalances, March 31, 2004
      
      1,178,308
      
      $
      1,178
      
      $
      135,467
      
      $
      (369,232
      )
      $
      (232,587
      )Development stage net (loss)
      
      
      
      
      
      
      
      
      
      
      (35,259
      )
      
      (35,259
      )Balances, March 31, 2005
      
      1,178,308
      
      
      1,178
      
      
      135,467
      
      
      (404,491
      )
      
      (267,846
      )Issuance of stock for softwaredistribution license
      
      3,500,000
      
      
      3,500
      
      
      6,500
      
      
      
      
      
      10,000Development stage net (loss)
      
      
      
      
      
      
      
      
      
      
      (13,519
      )
      
      (13,519
      )Balances, September 30, 2005
      
      4,678,308
      
      $
      4,678
      
      $
      141,967
      
      $
      (418,010
      )
      $
      (271,365
      )


F-5

The accompanying notes are an integral part of these statements.

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Statement of Cash Flows         
|(Unaudited)                     

|                                                      |   | Inception,     |   |   |                  |   |   |         |  
|----------------------------------------------------- | - | -------------- | - | - | ---------------- | - | - | ------- | -
|                                                      |   | March 12, 1999 |   |   |                  |   |   |         |  
|                                                      |   | th rough       |   |   | Six Months Ended |  
|                                                      |   | September 30,  |   |   | September 30,    |  
|                                                      |   | 2005           |   |   | 2005             |   |   | 2004    |  
|Cash flows from operating activities:                 |   |                |   |   |                  |   |   |         |  
|Net (loss)                                            | $ | (418,010       | ) | $ | (13,519          | ) | $ | (17,253 | )
|                                                      |   |                |   |   |                  |   |   |         |  
|Adjustments to reconcile net (loss) to cash           |   |                |   |   |                  |   |   |         |  
|provided (used) by developmental stage activities:    |   |                |   |   |                  |   |   |         |  
|Impairment loss                                       |   | 91,700         |   |   | -                |   |   | -       |  
|(Increase) decrease in prepaid expenses               |   | -              |   |   | -                |   |   |         |  
|(Decrease) increase in accounts
      payable         |   | 159,537        |   |   | 4,116            |   |   | 7,686   |  
|Net cash flows from operating
      activities        |   | (166,773       | ) |   | (9,403           | ) |   | (9,567  | )
|                                                      |   |                |   |   |                  |   |   |         |  
|Cash flows from investing activities:                 |   |                |   |   |                  |   |   |         |  
|Acquisition of BlueSky option                         |   | (91,800        | ) |   | -                |   |   | -       |  
|Less, Stock issued in connection therewith            |   | 91,800         |   |   | -                |   |   | -       |  
|(Increase) in deferred charges                        |   | (60,395        | ) |   | -                |   |   | -       |  
|Abandoned acquisition costs                           |   | 60,495         |   |   | -                |   |   | -       |  
|Net cash flows from investing
      activities        |   | 100            |   |   | -                |   |   | -       |  
|                                                      |   |                |   |   |                  |   |   |         |  
|Cash flows from financing activities:                 |   |                |   |   |                  |   |   |         |  
|Advances from related parties                         |   | 121,828        |   |   | 9,403            |   |   | 9,567   |  
|Proceeds from sale of common stock                    |   | 41,260         |   |   | -                |   |   | -       |  
|Expenses in connection with capital changes           |   | (3,499         | ) |   | -                |   |   | -       |  
|Common stock issued for services                      |   | 7,084          |   |   | -                |   |   | -       |  
|Net cash flows from financing activities              |   | 166,673        |   |   | 9,403            |   |   | 9,567   |  
|Net increase (decrease)
      in cash and equivalents |   | -              |   |   | -                |   |   | -       |  
|                                                      |   |                |   |   |                  |   |   |         |  
|Cash and equivalents:                                 |   |                |   |   |                  |   |   |         |  
|Beginning of period                                   |   | -              |   |   | -                |   |   | -       |  
|End of period                                         | $ | -              |   | $ | -                |   | $ | -       |  
|                                                      |   |                |   |   |                  |   |   |         |  
|Supplemental cash flow disclosures:                   |   |                |   |   |                  |   |   |         |  
|Cash paid for interest                                | $ | 69             |   | $ | -                |   | $ | -       |  
|Cash paid for income taxes                            |   | -              |   |   | -                |   |   | -       |  
|Noncash investing and financing activities:           |   |                |   |   |                  |   |   |         |  
|Software distribution license
      acquired in       |   |                |   |   |                  |   |   |         |  
|exchange for stock                                    |   | 10,000         |   |   | 10,000           |   |   |         |  

F-6

The accompanying notes are an integral part of these statements.

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|September 30, 2005              
|(Unaudited)                     

The accompanying unaudited interim financial statements include
  all adjustments which in the opinion of management are necessary in order to
  make the accompanying financial statements not misleading, and are of a normal
  recurring nature. However, the accompanying unaudited financial statements do
  not include all of the information and footnotes necessary for a complete presentation
  of financial position, results of operations, cash flows and stockholders
  equity in conformity with U.S. generally accepted accounting principles. Except
  as disclosed herein, there has been no material change in the information disclosed
  in the notes to the financial statements included in the Companys annual
  report for the year ended March 31, 2005. Operating results for the six months
  and quarter ended September 30, 2005, are not necessarily i nd icative of the
  results that can be expected for the year ended March 31, 2006.

Note 1  Development stage activities:The Company is a development stage enterprise, and its activities have been
  limited to its formation and the raising of equity capital and filings with
  the Securities and Exchange Commission. In its current development stage, management
  expects to continue to incur losses while the Company implements its business
  plan. Prior to December 31, 2001, the Company had plans to become a direct sales
  marketing company that markets, distributes and sells its own brand of natural
  health products via the internet. In February, 2002, the Company entered into
  an agreement with a Chinese company engaged in steel building fabrication systems
  for the Chinese building and construction industry. However this contract was
  t e rminated as of January 31, 2003. In March, 2003, the Company entered into
  an agreement to acquire 100% of the stock of Beijing Blue Sky Kspan Steel Construction
  Co., Ltd (BlueSky). During the quarter ended December 31, 2004,
  the plans to exercise the option and acquire BlueSky were abandoned.

Accordingly, the Company will continue to be in the development
  stage until such time as it acquires or starts an ongoing business enterprise.

Note 2  Capital stock:Effective October 21, 2002 the Company effected a 1 for 20 reverse split
  of its common stock, under which each shareholder received 1 new share of stock
  for each 20 formerly held. The reverse split has been retroactively reflected
  in these financial statements. Previously, on December 10, 2001, the Company
  completed a 3 for 1 forward stock split whereby three shares of the Corporations
  $0.01 par value common stock outstanding were issued for every one share outstanding.

Since its inception, the Company has issued shares of its common
  stock as follows, retroactively adjusted t o give effect to the 1 for 20 reverse
  split:

Price PerDate
      Description
      Shares
      Share
      Amount03/30/99
      Shares issued for cash
      300,000
      $0.0333
      $10,00005/27/99
      Shares issued for cash
      126,000
      0.2000
      25,20006/20/00
      Shares issued for cash
      30,300
      0.2000
      6,06009/05/02
      Shares issued for services
      22,000
      0.0200
      44010/21/02
      Shares issued for fractional
        shares
      8
      0.0000
      -03/05/03
      Shares issued for services
      25,000
      0.2658
      6,644


F-7

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|September 30, 2005              
|(Unaudited)                     

| | 05/02/03 | Shares issued for BlueSky option        | 675,000   |  | 91,800  
| | -------- | --------------------------------------- | --------- |  | --------
| |          | Less, Related expenses                  |           |  | (3,499) 
| | 05/09/05 | Shares issued for software distribution |           |  |         
| |          | license                                 | 3,500,000 |  | 10,000  
| |          | Cumulative total                        | 4,678,308 |  | $146,645

Note 3 - Uncertainty, going concern:At September 30, 2005, the Company was not currently engaged in a business
  and had suffered losses from development stage activities to date. Although
  management is currently attempting to implement its business plan (see Note
  1 in the notes to the financial statements included in the Companys Form
  10-KSB as of the year ended March 31, 2005), is seeking to exploit certain assets
  as described in Note 4 below, and s i seeking additional sources of equity or
  debt financing, there is no assurance these activities will be successful. Accordingly,
  the Company must rely on its officers and directors to perform essential functions
  without compensation until a business operation can be commenced. These factors
  raise substantial doubt about the ability of the Company to continue as a going
  concern. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.

No value has been ascribed to the services performed by the Companys
  officers in the accompanying financial statements, as its effect would be immaterial.

Note 4  Software license and joint venture agreement:On May 9, 2005, the Company issued 3.5 million shares of restricted common
  stock to Harper & Harper Ltd, the Companys majority shareholder, in
  exchange for an exclusive licensing agreement to distribute Fleet Management
  and GPS software in China. SEC rules dictate that transfers of nonmonetary assets
  to a company by its promoters or shareholders in exchange for stock prior to
  or at the time of the company's i n itial public offering should be recorded
  at the transferors' historical cost basis determined under generally accepted
  accounting principles. The Company believes this principle should be applied
  to this transaction; accordingly, it has been valued at $10,000, which is the
  basis of Harper & Harper in the agreement.

On June 13, 2005, the Company entered into a joint venture with
  Ningbo Shenjiang Industry. The agreement requires the Company to contribute
  to the joint venture an asset holding in Chi To Ma New S&T Development Co.,
  Ltd., within two months after the issuance of the business license for the joint
  venture, which is pending. Harper & Harper, Ltd., the Companys majority
  shareholder, has agreed to contribute t h is asset to the Company for use in
  the joint venture with Ningbo for no consideration. As of September 30, 2005,
  the asset transfer has not been completed.

Note 5 - Federal income tax:The Company follows FASB Statement Number 109 (SFAS 109), Accounting
  for Income Taxes. Deferred n i come taxes reflect the net effect of (a)
  temporary difference between carrying amounts of assets and liabilities for
  financial purposes and the amounts used for income tax reporting purposes, and
  (b) net operating loss carryforwards. No net provision for refundable Federal
  income tax has been made in the accompanying statement of loss because no recoverable
  taxes were paid previously. Similarly, no deferred

F-8

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|September 30, 2005              
|(Unaudited)                     

t a x asset attributable to the net operating loss carryforward
  has been recognized, as it is not deemed likely t o be realized.

The provision for refundable Federal income tax for the quarters
  ending September 30 consists of the following:

| |                                                |   | September 30, |   |   | September 30, |  
| | ---------------------------------------------- | - | ------------- | - | - | ------------- | -
| |                                                |   | 2005          |   |   | 2004          |  
| | Refundable Federal income tax attributable to: |   |               |   |   |               |  
| | Current operations                             | $ | (4,500        | ) | $ | (5,800        | )
| | Less, Change in valuation allowance            |   | 4,500         |   |   | 5,800         |  
| | Net refundable amount                          |   | -             |   |   | -             |  

The cumulative tax effect at the expected rate of 34% of significant
  items comprising the Companys net deferred tax amounts are as follows:

| |                                     |   | September 30, |   |   | September 30, |  
| | ----------------------------------- | - | ------------- | - | - | ------------- | -
| |                                     |   | 2005          |   |   | 2004          |  
| | Deferred tax asset attributable to: |   |               |   |   |               |  
| | Net operating loss carryover        | $ | (142,100      | ) | $ | (131,400      | )
| | Less, Valuation allowance           |   | 142,100       |   |   | 131,400       |  
| | Net deferred tax asset              |   | -             |   |   | -             |  

At March 31, 2005, the Company had unused net operating loss
  carryovers approximating $404,400 which may be used to offset future taxable
  income and which expire beginning in year 2019:

F-9

---

Item 2. Management’s Plan of Operation

Statements contained herein which are not historical facts are
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable,
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ from those projected. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, without limitation: established competitors who have substantially
greater financial resources and operating histories, regulatory delays or
denials, ability to compete as a start-up company in a highly competitive
market, and access to sources of capital.

Jupiter Enterprises, Inc. (the “Company”) has generated no
revenues in the cumulative period from inception (March 12, 1999) through
September 30, 2005. The Company has not developed any products or provided any services
and has experienced difficulties in completing transactions.

On November 28, 2001, the Company entered into an Agreement and
Plan of Reorganization by and among the Company, Beijing MingHe-Han Science and
Technology Co., Ltd. (MHST) and certain shareholders of MHST. Pursuant to the
Agreement, the Company obtained 100% of the shares of MHST in exchange for
10,000,000 shares of common stock of the Company.

In February 2002, the transaction was restructured whereby, in
lieu of acquiring MHST as a wholly-owned subsidiary, the Company would acquire
only certain assets of MHST for the same consideration. In April 2002, the
transaction with MHST was mutually terminated. All shares of common stock of the
Company that were issued to the original MHST shareholders pursuant to the
original Reorganization Agreement dated November 28, 2001 were canceled and
returned to treasury of the Company.

On April 8, 2002, the Company and The MingHe Group ("MingHe"),
a Chinese corporation which operates a construction business in Mainland China,
entered into an Acquisition Agreement wherein the Company was to acquire the
entire construction business of MingHe, in exchange for 30,000,000 shares of
common stock of the Company. The Company was not able to complete the
transaction as originally agreed, and no shares were issued.

On January 31, 2003, the Company entered into a Termination
Agreement with MingHe and Yin Mingshan, the sole shareholder of MingHe. Pursuant
to the Termination Agreement, the Acquisition Agreement was terminated. Mr.
Mingshan also resigned as a director and officer of the Company, effective
December 31, 2002. The Company also issued 675,000 shares of its restricted
common stock to Harper & Harper, Ltd (“H&H”) in exchange for the right
to acquire a controlling interest in Beijing BlueSky Kspan Steel Constitution
Company Ltd. (“BlueSky”). As a result of the issuance to H&H, H&H holds
a controlling interest in the Company. H&H also owns approximately 23% of
BlueSky.

On March 12, 2003, the Company entered into an Agreement and
Plan of Reorganization by and among the Company, BlueSky and the shareholders of
BlueSky. Pursuant to the Agreement, the Company agreed to acquire 100% of the
outstanding shares of BlueSky in exchange for 65 million shares of the Company.
Although the agreement contemplated an immediate closing, the transaction has
not yet closed. Closing of the transaction has been substantially delayed, but
remains pending. During the quarter ended March 31, 2004 the option to acquire
BlueSky, previously valued at $91,800, was determined to be impaired, and was
written down to $100. An impairment loss of $91,700 was recognized. The Company
terminated the agreement in late 2004 and wrote off the remaining value of the
option.

Our net loss was ($13,519) for the six months ended September
30, 2005, compared with ($17,253) for the comparable period last year.  The
net loss consisted primarily of legal, accounting, and other professional fees,
and other costs incidental to maintaining our development stage activities. 
At the end of the current quarter, our Stockholders' Deficit was ($271,365). 
We had no bank account.   Our sole asset was the license to distribute
fleet management and GPS software in China, as described below.  This asset
is carried at $10,000, the cost of the asset in the hands of our majority
shareholder, Harper & Harper, Ltd., from whom it was acquired by the issuance of
stock.  We are still negotiating to implement this asset.

Recent Developments

As of the fiscal year ended March 31, 2005, the Company was not
actively engaged in any business activities. However, the Company is now
pursuing a new business venture and is focusing on the rapidly expanding
domestic Chinese automobile manufacturing industry. This includes the domestic
sales market, export market, automobile parts manufacturing for both domestic
and export sales and automotive franchise repair and service opportunities. The
Company opportunistically seeks undervalued industrial enterprises where it can
contribute valuable management expertise and/or capital to extract locked-in
value and increase shareholder equity.

2

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The Company recently announced that it has been given the
rights to negotiate for the Chinese government-owned motor vehicle industry in
the European Union. Through a contractual relationship, Jupiter Enterprises,
Inc. will be the exclusive representative of China National Automotive Industry
Consultant and Developing Corporation, serving as its agent to the European
Union for mergers and acquisitions of automotive technologies and manufacturing.
The China National Automotive Industry Consultant and Developing Corporation is
a Chinese bureau of commerce that represents state-owned automotive
manufacturing enterprises including car, bus, and truck manufacturers.

The Company also announced a joint venture with Ningbo
Shenjiang Industry. Ningbo Shenjiang Industry has obtained a Certificate from
the China Construction Bank Co. stating that it has "AAA class" credit. The
Certificate also states that Ningbo Shenjiang Industry has 600 million RMB
(approximately USD$72.5 million) available for acquisitions. Ningbo Shenjiang
Industry is part of the Chinese motor vehicle industry, manufacturing autos,
buses and motorcycles with an output of 100,000 units annually. The Company is
currently negotiating for the purchase of several automotive assets in order to
provide Ningbo Shenjiang Industry with the appropriate technology to enter the
U.S. and European automotive markets from China.

The agreement with Ningbo requires the Company to contribute to
the joint venture an asset holding in Chi To Ma New S&T Development Co.,
Ltd., within two months after the issuance of the business license for the joint
venture, which is pending. Harper & Harper, Ltd., an affiliate of the
Company, has agreed to contribute this asset to the Company for use in the joint
venture with Ningbo for no consideration. As of September 30, 2005, the asset
transfer has not been competed.

The Company recently entered into an exclusive licensing
agreement to distribute Fleet Management and GPS software in China. The software
was developed in the United States and is currently being used in the armored
car industry. Applications include any multiple vehicle users. The Company is
currently concentrating on sales to the budding rental car market in China and
the massive taxi fleet industry of China. Beijing alone boasts over 50,000 taxis
in daily use, managed by four companies. Fleet management applications have
become a necessity and competition is non-existent. China will complete the
launch of its GPS satellite systems in the near future and although competition
exists in China for GPS software, the industry is still in its infancy.

There can be no assurance that the Company will be able to
continue as a going concern or achieve material revenues or profitable
operations. The Company requires financing, and no assurances can be given that
financing will be available to the Company in the amounts required, or that, if
available, will be on terms satisfactory to the Company.

Item 3. Controls and Procedures.

Based on their most recent evaluation, which was completed as
of the end of the period covered by this periodic report on Form 10-QSB, the
Company's Chief Executive Officer and Chief Financial Officer have determined
that the Company's disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) are effective to ensure that information required
to be disclosed by the Company in this report is accumulated and communicated to
the Company's management, including its principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure. During the fiscal quarter to which this report relates,
there were no significant changes in the Company's internal controls or other
factors that could significantly affect these controls subsequent to the date of
their evaluation and there were no corrective actions with regard to significant
deficiencies and material weaknesses.

3

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings -None.

Item 2. Changes in Securities and Use of Proceeds.

On May 9, 2005, the Company issued 3.5 million shares of
restricted common stock to Harper & Harper Ltd, an affiliate of the Company,
in exchange for an exclusive licensing agreement to distribute Fleet Management
and GPS software in China. The Company believes that this transaction was exempt
from registration under Section 4(2) and Rule 506 of the Securities Act of 1933.
The transaction did not involve a public offering, no sales commissions were
paid, and a restrictive legend was placed on the certificate evidencing the
shares.

Item 3. Defaults upon Senior Securities- None.

Item 4. Submission of Matters to a Vote of Securities
Holders– None.

Item 5. Other Information.

On June 6, 2005, the Company announced that it has been given
the rights to negotiate for the Chinese government-owned motor vehicle industry
in the European Union. Through a contractual relationship, Jupiter Enterprises,
Inc. will be the exclusive representative of China National Automotive Industry
Consultant and Developing Corporation, serving as its agent to the European
Union for mergers and acquisitions of automotive technologies and manufacturing.
The China National Automotive Industry Consultant and Developing Corporation is
a Chinese bureau of commerce that represents state-owned automotive
manufacturing enterprises including car, bus, and truck manufacturers.

On June 13, 2005, the Company also announced a joint venture
with Ningbo Shenjiang Industry. Ningbo Shenjiang Industry has obtained a
Certificate from the China Construction Bank Co. stating that it has "AAA class"
credit. The Certificate also states that Ningbo Shenjiang Industry has 600
million RMB (approximately USD$72.5 million) available for acquisitions. Ningbo
Shenjiang Industry is part of the Chinese motor vehicle industry, manufacturing
autos, buses and motorcycles with an output of 100,000 units annually.

The agreement with Ningbo requires the Company to contribute to
the joint venture an asset holding in Chi To Ma New S&T Development Co.,
Ltd., within two months after the issuance of the business license for the joint
venture, which is pending. Harper & Harper, Ltd., an affiliate of the
Company, has agreed to contribute this asset to the Company for use in the joint
venture with Ningbo for no consideration. As of September 30, 2005, the asset
transfer has not been competed.

On May 9, 2005, the Company recently entered into an exclusive
licensing agreement to distribute Fleet Management and GPS software in China.
The software was developed in the United States and is currently being used in
the armored car industry. In exchange for the license, the Company issued 3.5
million shares of its restricted common stock to Harper & Harper Ltd, an
affiliate of the Company.

Item 6. Exhibits

Exhibit Number and Brief Description.

|3.2  | Bylaws, as currently in effect (Incorporated by reference
        to the Registrant’s registration statement on Form 10-SB, filed August
        14, 2000).                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                         
|3.3  | Articles of Incorporation, as amended and currently
        in effect. (Incorporated by reference to the Registrant’s quarterly
        report on Form 10-QSB for the quarter ended September 30, 2003).
|     |                                                                                                                                                                                                         
|10.1 | Jupiter Enterprises, Inc. 2002 Stock Plan (Incorporated
        by reference to Exhibit 10.1 of the Registrant’s registration statement
        on Form S-8, file no. 333-86848).                       

4

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|10.2 | Software License Assignment Agreement between the
        Company and Harper & Harper Ltd., dated May 9, 2005. (Filed herewith.)
|---- | --------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                 
|10.3 | Software License Agreement underlying assignment
        described in Exhibit 10.2. (Filed herewith.)                           
|     |                                                                                                                                 
|31.1 | Section 302 Certification
        by the Corporation’s Chief Executive Officer. (Filed herewith).                               
|     |                                                                                                                                 
|31.2 | Section 302 Certification
        by the Corporation’s Chief Financial Officer. (Filed herewith).                               
|     |                                                                                                                                 
|32.1 | Section 906 Certification
        by the Corporation’s Chief Executive Officer. (Filed herewith).                               
|     |                                                                                                                                 
|32.2 | Section 906 Certification
        by the Corporation’s Chief Financial Officer. (Filed herewith).                               

5

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                        | JUPITER ENTERPRISES, INC.
|----------------------- | -------------------------
|                        |                          
|                        |                          
|                        |                          
|Date: December 20, 2005 | By:                      
|                        |                          
|                        |                          
|                        |                          
|                        |                          
|                        |                          
|Date: December 20, 2005 | By:                      
|                        |                          
|                        |                          

6

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EXHIBIT INDEX

Exhibit Number and Brief Description.

|3.2  | Bylaws, as currently in effect (Incorporated by reference
        to the Registrant’s registration statement on Form 10-SB, filed August
        14, 2000).                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                         
|3.3  | Articles of Incorporation, as amended and currently
        in effect. (Incorporated by reference to the Registrant’s quarterly
        report on Form 10-QSB for the quarter ended September 30, 2003).
|     |                                                                                                                                                                                                         
|10.1 | Jupiter Enterprises, Inc. 2002 Stock Plan (Incorporated
        by reference to Exhibit 10.1 of the Registrant’s registration statement
        on Form S-8, file no. 333-86848).                       
|     |                                                                                                                                                                                                         
|10.2 | Software License Agreement between the Company and
        Harper & Harper Ltd., dated May 9, 2005. (Filed herewith.)                                                                                   
|     |                                                                                                                                                                                                         
|10.3 | Software License Assignment Agreement underlying
        assignment described in Exhibit 10.2. (Filed herewith.)                                                                                        
|     |                                                                                                                                                                                                         
|31.1 | Section 302 Certification
        by the Corporation’s Chief Executive Officer. (Filed herewith).                                                                                                       
|     |                                                                                                                                                                                                         
|31.2 | Section 302 Certification
        by the Corporation’s Chief Financial Officer. (Filed herewith).                                                                                                       
|     |                                                                                                                                                                                                         
|32.1 | Section 906 Certification
        by the Corporation’s Chief Executive Officer. (Filed herewith).                                                                                                       
|     |                                                                                                                                                                                                         
|32.2 | Section 906 Certification
        by the Corporation’s Chief Financial Officer. (Filed herewith).                                                                                                       

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