---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 June 30, 2007

[   ] 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 | (IRS Employer Identification No.)
|organization)                                    |                                  

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

011-86-13341000223(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 [   ]

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
[   ]   No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: As of October
5, 2007, 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
[   ]   No [X]

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

---

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



|Balance Sheet -                                     |                                             
|--------------------------------------------------- | --------------------------------------------
|                                                    | June 30, 2007                               
|                                                    |                                             
|Statement of Operations -                           |                                             
|                                                    | For the periods ended June 30, 2007 and 2006
|                                                    |                                             
|Statement of Stockholders'
      Equity (Deficit) - |                                             
|                                                    | For the periods ended June 30, 2007         
|                                                    |                                             
|Statement of Cash Flows -                           |                                             
|                                                    | For the periods ended June 30, 2007         
|                                                    |                                             
|Notes to Financial Statements
      -               |                                             
|                                                    | June 30, 2007                               

F-1

---

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

|                                                                    |   | June 30, |  
|------------------------------------------------------------------- | - | -------- | -
|                                                                    |   | 2007     |  
|ASSETS                                                              |   |          |  
|Current assets:                                                     | $ | -        |  
|Total current
      assets                                          |   | -        |  
|                                                                    |   |          |  
|Other assets:                                                       |   | -        |  
|Total other assets                                                  |   | -        |  
|                                                                    |   |          |  
|Total assets                                                        | $ | -        |  
|                                                                    |   |          |  
|                                                                    |   |          |  
|LIABILITIES                                                         |   |          |  
|Current liabilities:                                                |   |          |  
|Accounts payable and
      accrued liabilities                      | $ | 165,542  |  
|Due to related parties                                              |   | 121,828  |  
|Total current
      liabilities                                     |   | 287,370  |  
|                                                                    |   |          |  
|Total
      liabilities                                             |   | 287,370  |  
|                                                                    |   |          |  
|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              |   | (434,015 | )
|Total stockholders' equity
      (deficit)                          |   | (287,370 | )
|Total
      liabilities and stockholders' equity                    | $ | -        |  

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        |   |   |                                   |   |   |           |  
|                                                        |   | June 30,       |   |   | Three
      Months Ended June 30, |  
|                                                        |   | 2007           |   |   | 2007                              |   |   | 2006      |  
|                                                        |   |                |   |   |                                   |   |   |           |  
|Revenues                                                | $ | -              |   | $ | -                                 |   | $ | -         |  
|                                                        |   |                |   |   |                                   |   |   |           |  
|General and administrative expenses                     |   | 271,751        |   |   | 62                                |   |   | 247       |  
|Operating income (loss)                                 |   | (271,751       | ) |   | (62                               | ) |   | (247      | )
|                                                        |   |                |   |   |                                   |   |   |           |  
|Other income (expense):                                 |   |                |   |   |                                   |   |   |           |  
|Expenses in connection with abandoned
      acquisition |   | (60,495        | ) |   | -                                 |   |   | -         |  
|Impairment loss                                         |   | (101,700       | ) |   | -                                 |   |   | -         |  
|Interest expense                                        |   | (69            | ) |   | -                                 |   |   | -         |  
|Total other income (expense)                            |   | (162,264       | ) |   | -                                 |   |   | -         |  
|Income (loss) before taxes on
      income              |   | (434,015       | ) |   | (62                               | ) |   | (247      | )
|                                                        |   |                |   |   |                                   |   |   |           |  
|Provision (credit) for taxes on income                  |   | -              |   |   | -                                 |   |   | -         |  
|Net (loss)                                              | $ | (434,015       | ) | $ | (62                               | ) | $ | (247      | )
|                                                        |   |                |   |   |                                   |   |   |           |  
|Basic earnings (loss) per common share                  |   |                |   | $ | -                                 |   | $ | -         |  
|                                                        |   |                |   |   |                                   |   |   |           |  
|Weighted average number of shares outstanding           |   |                |   |   | 4,678,308                         |   |   | 4,678,308 |  

F-3

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, 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)
      
      
      
      
      
      
      
      
      
      
      (28,880
      )
      
      (28,880
      )Balances, March 31, 2006
      
      4,678,308
      
      
      4,678
      
      
      141,967
      
      
      (433,371
      )
      
      (286,726
      )Development stage net (loss)
      
      
      
      
      
      
      
      
      
      
      (582
      )
      
      (582
      )Balances, March 31, 2007
      
      4,678,308
      
      
      4,678
      
      
      141,967
      
      
      (433,953
      )
      
      (287,308
      )Development stage net (loss)
      
      
      
      
      
      
      
      
      
      
      (62
      )
      
      (62
      )Balances, June 30, 2007
      
      4,678,308
      
      $
      4,678
      
      $
      141,967
      
      $
      (434,015
      )
      $
      (287,370
      )


F-4

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 |   |   |                                   |   |   |      |  
|                                                      |   | through        |   |   |                                   |   |   |      |  
|                                                      |   | June 30,       |   |   | Three
      Months Ended June 30, |  
|                                                      |   | 2007           |   |   | 2007                              |   |   | 2006 |  
|Cash flows from operating activities:                 |   |                |   |   |                                   |   |   |      |  
|Net (loss)                                            | $ | (434,015       | ) | $ | (62                               | ) | $ | (247 | )
|                                                      |   |                |   |   |                                   |   |   |      |  
|Adjustments to reconcile net (loss) to cash           |   |                |   |   |                                   |   |   |      |  
|provided (used) by developmental stage activities:    |   |                |   |   |                                   |   |   |      |  
|Impairment loss                                       |   | 101,700        |   |   | -                                 |   |   | -    |  
|(Increase) decrease in prepaid expenses               |   | -              |   |   | -                                 |   |   |      |  
|(Decrease) increase in accounts
      payable         |   | 165,542        |   |   | 62                                |   |   | 247  |  
|Net cash flows from operating
      activities        |   | (166,773       | ) |   | -                                 |   |   | -    |  
|                                                      |   |                |   |   |                                   |   |   |      |  
|Cash flows from investing activities:                 |   |                |   |   |                                   |   |   |      |  
|(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        |   |   | -                                 |   |   | -    |  
|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        |   |   | -                                 |   |   | -    |  
|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:           |   |                |   |   |                                   |   |   |      |  
|Stock issued for
      option and license             |   | 101,800        |   |   | -                                 |   |   |      |  

F-5

The accompanying notes are an integral part of these
statements.

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|June 30, 2007                   
|(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, 2007. Operating results for
the quarter ended June 30, 2007, are not necessarily indicative of the results
that can be expected for the year ended March 31, 2008.

Note 1 - Organization and summary of significant accounting
policies:Following is a summary of the Companys organization and
significant accounting policies:

Organization and nature of business
Jupiter Enterprises, Inc. (the Company) is a Nevada corporation
incorporated on March 12, 1999. It is based in Beijing, Peoples Republic of
China.

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. Subsequently, a variety of acquisition agreements and business
opportunities were explored, none of which were successful. See Note 6 for
additional information.

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

Basis of presentation -The
accounting and reporting policies of the Company conform to U.S. generally
accepted accounting principles applicable to development stage enterprises.

Use of estimates -The
preparation of financial statements in conformity with U.S. 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 amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates. The Companys periodic filings with
the Securities and Exchange Commission include, where applicable, disclosures of
estimates, assumptions, uncertainties and concentrations in products and markets
which could affect the financial statements and future operations of the
Company.

Cash and cash equivalents -For
purposes of the statement of cash flows, the Company considers all cash in
banks, money market funds, and certificates of deposit with a maturity of less
than three months to be cash equivalents.

Revenue and expense recognition -The Company follows the accrual method of accounting. Revenues are
recognized when the sales and services are performed and billable, and expenses
are recognized when incurred.

F-7

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|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|June 30, 2007                   
|(Unaudited)                     

Fair value of financial instruments
and derivative financial instruments- The Company has adopted FASB
Statement concerning Disclosure About Derivative Financial Instruments and
Fair Value of Financial Instruments. The carrying amounts of cash, accounts
payable, and accrued expenses approximate fair value because of the short
maturity of these items. These fair value estimates are subjective in nature and
involve uncertainties and matters of significant judgment, and, therefore,
cannot be determined with precision. Changes in assumptions could significantly
affect these estimates. The Company does not hold or issue financial instruments
for trading purposes, nor does it utilize derivative instruments in the
management of its foreign exchange, commodity price or interest rate market
risks.

Federal income taxes - Deferred
income taxes are reported for timing differences between items of income or
expense reported in the financial statements and those reported for income tax
purposes in accordance with FASB Statement Number 109 Accounting for Income
Taxes, which requires the use of the asset/liability method of accounting
for income taxes. Deferred income taxes and tax benefits are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, and for tax loss and credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The Company provides deferred taxes for the estimated
future tax effects attributable to temporary differences and carryforwards when
realization is more likely than not.

Net income per share of common
stock - The Company has adopted FASB Statement Number 128, Earnings per
Share, which requires presentation of basic and diluted EPS on the face of
the income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation. In
the accompanying financial statements, basic earnings per share of common stock
is computed by dividing net income by the weighted average number of shares of
common stock outstanding during the period. The Company did not have a complex
capital structure requiring the computation of diluted earnings per share.

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.
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 to 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
    6,060


F-8

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|June 30, 2007                   
|(Unaudited)                     

09/05/02
    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
    6,64405/02/03
    Shares issued for BlueSky option
    675,000
    0.1360
    91,800Less,
      Related expenses
    
    
    (3,499)05/09/05
    Shares issued for software
      license
    3,500,000
    0.0029
    10,000Cumulative total
    4,678,308
    
    $146,645


During the year ended March 31, 2003, the Company issued 47,000
shares of stock to a consultant and a law firm for services. The shares were
valued at the estimated fair value at the time issued, or the amount for which
the recipient sold them. During the year ended March 31, 2004, the Company
issued 675,000 shares to acquire the BlueSky option, described below. The shares
were initially valued at $91,800, which represented the quoted market value of
Jupiter stock on the date issued ($0.17 per share), less a restricted stock
discount of 20%. During the year ended March 31, 2006, the Company issued
3,500,000 shares of stock to acquire a software distribution license, described
below. The shares were valued at the basis of the recipient, its majority
shareholder.

The Companys articles of incorporation also authorize it to
issue preferred stock in one or more series and in such amounts as may be
determined by the Board of Directors. At June 30, 2007, no preferred stock
series had been created.

Note 3 - Federal income tax:The Company follows
FASB Statement Number 109 (SFAS 109), Accounting for Income Taxes.
Deferred income 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 tax asset attributable to the net operating
loss carryforward has been recognized, as it is not deemed likely to be
realized.

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

| |                                                |   | 2007 |   |   | 2006 |  
| | ---------------------------------------------- | - | ---- | - | - | ---- | -
| | Refundable Federal income tax attributable to: |   |      |   |   |      |  
| | Current operations                             | $ | (20  | ) | $ | (80  | )
| | Less, Change in valuation allowance            |   | 20   |   |   | 80   |  
| | 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:

| |                                     |   | 2007     |   |   | 2006     |  
| | ----------------------------------- | - | -------- | - | - | -------- | -
| | Deferred tax asset attributable to: |   |          |   |   |          |  
| | Net operating loss carryover        | $ | (147,500 | ) | $ | (147,300 | )
| | Less, Valuation allowance           |   | 147,500  |   |   | 147,300  |  
| | Net deferred tax asset              |   | -        |   |   | -        |  

F-9

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|June 30, 2007                   
|(Unaudited)                     

At June 30, 2007, the Company had unused net operating loss
carryovers approximating $434,000 which may be used to offset future taxable
income and which expire beginning in 2019.

Note 4 - Related party transactions: As of June 30,
2007 and 2006, the Company owed $113,791 to an entity controlled by the
Companys former administrative manager, who is also a shareholder. The entitys
management fees for the quarters ended June 30, 2007 and 2006 were $-0-. At June
30, 2007 and 2006, the Company owed $8,037 to its principal shareholder for
certain operating expenses paid on behalf of the Company.

The advances are not evidenced by a promissory note, do not
currently bear interest, and are due currently. The Company expects to repay the
advances out of proceeds from future sales of stock or other loans or from
operations, as cash becomes available.

Note 5 - Uncertainty, going concern: At June 30,
2007, the Company was not currently engaged in a business, had suffered
substantial losses from development stage activities to date, and had negative
net worth approximating $287,000. Although management is currently attempting to
implement its business plan (see Notes 1 and 6) and is 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.

Note 6  Abandoned agreements and business
opportunities: In November, 2001, the Company entered into an agreement
to acquire all of the outstanding shares of Beijing MingHe-Han Science and
Technology Co., Ltd. (MHST), a Chinese company engaged in steel building
fabrication systems for the Chinese building and construction industry. The
consideration was to be 1,500,000 shares of post-split shares. However, the
agreement was subsequently rescinded and canceled, and has not been reflected in
the accompanying financial statements.

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 terminated as of
January 31, 2003. As a result of the termination, deferred charges in the amount
of $57,509 related to the intended acquisition were expensed in the year ended
March 31, 2003. In March, 2003, the Company entered into an agreement to acquire
100% of the stock of Beijing BlueSky Kspan Steel Construction Co., Ltd
(BlueSky).

MingHe-Han, a joint venture domiciled in China, previously had
the exclusive right to acquire a controlling interest in BlueSky, which is owned
77% by Wu Zhenxing and 23% by Harper & Harper, Ltd., a Niue corporation.
MingHe-Han was indebted to Harper & Harper in the amount of $275,000, and
assigned its exclusive right to acquire the controlling interest in BlueSky to
Harper & Harper in exchange for cancellation of the loan.

On May 2, 2003, the Company issued 675,000 shares of restricted
  common stock to Harper & Harper in exchange for an option to acquire all
  of BlueSkys stock, as described above. The option was valued at $91,800,
  which represented the quoted market value of Jupiter stock on the date issued
  ($0.17 per share),

F-10

---

|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|June 30, 2007                   
|(Unaudited)                     

less a restricted stock discount of 20%. During the quarter
ended March 31, 2004, the option to acquire BlueSky was determined to be
impaired, and was written down to $100. An impairment loss of $91,700 was
recognized.

In connection with the acquisition, the Company incurred $2,886
in legal fees. These costs were to be capitalized as part of the cost of the
assets acquired when the acquisition was completed. During the quarter ended
December 31, 2004, the plans to exercise the option and acquire BlueSky were
abandoned. Accordingly, the option carried at $100 and deferred legal fees of
$2,886 were charged to expense. The total charge was $2,986.

On April 25, 2003, the Board of Directors of Jupiter voted to
increase the authorized shares of common stock from 5,000,000 to 100,000,000 to
facilitate the BlueSky purchase.

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 initial 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 was valued at $10,000, which is the
basis of Harper & Harper in the agreement. In December, 2005, the Company
determined that marketing efforts for the software license were unsuccessful.
Accordingly, an impairment loss of $10,000 was recorded.

On June 13, 2005, the Company entered into a joint venture with
Ningbo Shenjiang Industry. The agreement required 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 was pending at that time. Harper & Harper, Ltd., the
Companys majority shareholder, had agreed to contribute this asset to the
Company for use in the joint venture for no consideration. In that connection,
the Company was 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. No significant costs
were incurred in connection with this agreement. In December, 2005, the Company
ceased all activities in this regard.

Since December, 2005, the Company has been dormant and has been
considering which future course of action should be taken.

Note 7  Stock based compensation plan:On April 15,
2002, the Company established a stock-based compensation plan for selected
eligible participants of the Company and its affiliated corporations. The board
of directors, or a committee designed by it, will administer the plan. Under the
plan, stock options, the right to acquire shares of common stock, and stock
awards, the grant of common shares issuable directly rather than upon exercise
of an option, may be granted to employees, directors, officers, consultants or
advisors of the Company who are designated to be eligible. The maximum number of
shares to be granted under this plan is 125,000. The plan expired April 15,
2007. The plan is non-transferable. As of June 30, 2007, no shares have been
issued under the plan.

F-11

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|JUPITER ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|June 30, 2007                   
|(Unaudited)                     

Note 8  Recent accounting pronouncements:The
following recent accounting pronouncements:

|• | FASB Statements         
|- | ------------------------
|  | •                       
|  | •                       
|  | •                       
|  | •                       
|  | •                       
|  | •                       
|  | •                       
|  | •                       
|  | •                       
|  | •                       
|  | •                       
|• | and FASB Interpretations
|  | •                       
|  | •                       
|  | •                       

are not currently expected to have a material effect on our
financial Statements.

F-12

---

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 June
30, 2007. The Company has not developed any products or provided any services
and has experienced difficulties in completing transactions.

Since December, 2005, the Company has been dormant and has been
considering which future course of action should be taken.

Our net loss was ($62) for the three months ended June 30,
2007, compared with ($247) 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 ($287,370). We had no bank
account. We had no assets at June 30, 2007.

Recent Developments

As of the fiscal year ended March 31, 2007, the Company was not
actively engaged in any business activities.

Since December, 2005, the Company has been dormant and has been
considering which future course of action should be taken.

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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings -None.

Item 2. Changes in Securities and Use of Proceeds 
None.

Item 3. Defaults upon Senior Securities- None.

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

Item 5. Other Information None.

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).                                                                         
|     |                                                                                                                                                                                                                                                           
|10.2 | Software License Assignment Agreement between the Company
        and Harper & Harper Ltd., dated May 9, 2005. (Incorporated by reference
        to the Registrants quarterly report on Form 10- QSB, for the quarter
        ended September 30, 2005).
|     |                                                                                                                                                                                                                                                           
|10.3 | Software License Agreement underlying assignment described
        in Exhibit 10.2. (Incorporated by reference to the Registrants quarterly
        report on Form 10-QSB, for the quarter ended September 30, 2005).                                    
|     |                                                                                                                                                                                                                                                           
|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).

---

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: October 8, 2007 | By:                            
|                      |                                
|                      |                                
|                      |                                
|                      |                                
|                      |                                
|Date: October 8, 2007 | By:                            
|                      |                                
|                      |                                

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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 Assignment Agreement between the Company
        and Harper & Harper Ltd., dated May 9, 2005. (Incorporated by reference
        to the Registrants quarterly report on Form 10- QSB, for the quarter
        ended September 30, 2005).
|     |                                                                                                                                                                                                                                                           
|10.3 | Software License Agreement underlying assignment described
        in Exhibit 10.2. (Incorporated by reference to the Registrants quarterly
        report on Form 10-QSB, for the quarter ended September 30, 2005).                                    
|     |                                                                                                                                                                                                                                                           
|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).

---