<PAGE>
                                  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 June 30, 2002

  [ ]  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               (IRS Employer Identification No.)
incorporation or organization)

                 94 RUE DE LAUSANNE, CH1202, GENEVA, SWITZERLAND
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                011-41-22-9000000
                  ---------------------------------------------
                           (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 August 19, 2002, the issuer had
9,126,000 shares of common stock, $0.001 par value, outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>



                                      INDEX

<Table>
<Caption>
                                                                                    PAGE
                                                                                    ----
<S>                                                                                 <C>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.                                                        F-2

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION.                                                2

PART II - OTHER INFORMATION                                                             3

SIGNATURES                                                                              5
</Table>




<PAGE>



                                                       JUPITER ENTERPRISES, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                                                  BALANCE SHEETS
                                    JUNE 30, 2002 (UNAUDITED) AND MARCH 31, 2002
--------------------------------------------------------------------------------

<Table>
<Caption>
                                                                             JUNE 30,
                                                                                 2002           March 31,
ASSETS                                                                    (Unaudited)                2002
                                                                         ------------        ------------
<S>                                                                      <C>                 <C>

   Other assets:
    Deferred charges                                                           56,519              42,479
                                                                         ------------        ------------
      Total other assets                                                       56,519              42,479
                                                                         ------------        ------------
      Total assets                                                       $     56,519        $     42,479
                                                                         ============        ============


LIABILITIES
  Current liabilities:
    Accounts payable and accrued expenses                                $    101,769        $     73,590
    Due to related parties                                                     42,280              33,326
                                                                         ------------        ------------
      Total current liabilities                                               144,049             106,916
                                                                         ------------        ------------

      Total liabilities                                                       144,049             106,916
                                                                         ------------        ------------

  Commitments and contingencies                                                    --                  --

STOCKHOLDERS' EQUITY
  Common stock, $.001 par value, 100,000,000 shares authorized,
     9,126,000 shares issued and outstanding                                    9,126               9,126
  Capital in excess of par value                                               32,134              32,134
  Deficit accumulated during the development stage                           (128,790)           (105,697)
                                                                         ------------        ------------
      Total stockholders' equity                                              (87,530)            (64,437)
                                                                         ------------        ------------
      Total liabilities and stockholders' equity                         $     56,519        $     42,479
                                                                         ============        ============
</Table>

The accompanying notes are an integral part of these statements.



                                      F-2




<PAGE>


                                                       JUPITER ENTERPRISES, INC.
                                                (A development stage enterprise)
                                        Statements of Loss For The Periods Ended
                                                          June 30, 2002 and 2001
                                                                     (Unaudited)
--------------------------------------------------------------------------------

<Table>
<Caption>
                                                             Inception,
                                                         March 12, 1999
                                                                through             Quarter Ended June 30,
                                                               June 30,        --------------------------------
                                                                   2002                2002                2001
                                                         --------------        ------------        ------------
<S>                                                        <C>                 <C>                 <C>

Revenues                                                   $         --        $         --        $         --
                                                           ------------        ------------        ------------

General and administrative expenses:
  Other administrative expenses                                 128,625              22,988               5,601
                                                           ------------        ------------        ------------
    Total operating expenses                                    128,625              22,988               5,601
                                                           ------------        ------------        ------------
    (Loss) before taxes                                        (128,625)            (22,988)             (5,601)
                                                           ------------        ------------        ------------

Other income (expense):
  Other income                                                       --                  --                  --
  Interest expense                                                 (165)               (105)                 --
                                                           ------------        ------------        ------------
    Total other income (expense)                                   (165)               (105)                 --
                                                           ------------        ------------        ------------

Provision (credit) for taxes on income:
  Current                                                            --                  --                  --
  Deferred                                                           --                  --                  --
                                                           ------------        ------------        ------------
    Total provision (credit) for taxes on income                     --                  --                  --
                                                           ------------        ------------        ------------
     Net (loss)                                            $   (128,790)       $    (23,093)       $     (5,601)
                                                           ============        ============        ============

Basic earnings (loss) per common share                                         $      (0.00)       $      (0.00)
                                                                               ============        ============

Weighted average number of shares outstanding                                     9,126,000           3,042,000
                                                                               ============        ============
</Table>

The accompanying notes are an integral part of these statements.



                                      F-3

<PAGE>

                                                       JUPITER ENTERPRISES, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                  STATEMENTS OF CASH FLOWS FOR THE PERIODS ENDED
                                                          JUNE 30, 2002 AND 2001
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------


<Table>
<Caption>
                                                                     INCEPTION,
                                                                 MARCH 12, 1999
                                                                        THROUGH         THREE MONTHS ENDED JUNE 30,
                                                                       JUNE 30,        ------------------------------
                                                                           2002               2002               2001
                                                                 --------------        -----------        -----------
<S>                                                                 <C>                <C>                <C>

 Cash flows from operating activities:
  Net (loss)                                                        $  (128,790)       $   (23,093)       $    (5,601)

 Adjustments to reconcile net (loss) to cash
   provided (used) by developmental stage activities:
     Decrease (increase) in prepaid expenses                                 --                 --                148
     (Decrease) increase in accounts payable                            101,769             28,179               (319)
                                                                    -----------        -----------        -----------
       Net cash flows from operating activities                         (27,021)             5,086             (5,772)
                                                                    -----------        -----------        -----------

 Cash flows from investing activities:
   Increase in deferred charges                                         (56,519)           (14,040)                --
                                                                    -----------        -----------        -----------
       Net cash flows from investing activities                         (56,519)           (14,040)                --
                                                                    -----------        -----------        -----------

 Cash flows from financing activities:
   Advances from related parties                                         42,280              8,954              7,000
   Proceeds from sale of common stock                                    41,260                 --                 --
   Change in stock subscription held in trust                                --                 --                 --
                                                                    -----------        -----------        -----------
       Net cash flows from financing activities                          83,540              8,954              7,000
                                                                    -----------        -----------        -----------

       Net increase (decrease) in cash and equivalents                       --                 --              1,228

 Cash and equivalents, beginning of period                                   --                 --                100
                                                                    -----------        -----------        -----------
 Cash and equivalents, end of period                                $        --        $        --        $     1,328
                                                                    ===========        ===========        ===========

 Supplemental cash flow disclosures:
   Cash paid for interest                                           $        60        $        --        $        --
   Cash paid for income taxes                                                --                 --                 --
</Table>

The accompanying notes are an integral part of these statements.



                                      F-4



<PAGE>


                                                       JUPITER ENTERPRISES, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                                                   JUNE 30, 2002
--------------------------------------------------------------------------------

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, 2002. Operating results for the three months ended
June 30, 2002, are not necessarily indicative of the results that can be
expected for the year ended March 31, 2003.

NOTE 1 - DEVELOPMENT STAGE ACTIVITIES:

The Company continues to be 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. As explained below, the Company has
entered into an agreement to acquire certain assets of Beijing MingHe-Han
Science and Technology Co., Ltd., a Chinese company engaged in steel building
fabrication systems for the Chinese building and construction industry. It will
continue to be in the development stage until the asset acquisition is
completed, and operations are commenced in China.

NOTE 2 - FORWARD STOCK SPLIT:

On December 10, 2001, the Company completed a 3 for 1 forward stock split
whereby three shares of the Corporation's $0.001 par value common stock
outstanding were issued for every one share outstanding. The split has been
retroactively reflected in the accompanying financial statements.

NOTE 3 - ACQUISITION AGREEMENT WITH BEIJING MINGHE-HAN SCIENCE AND TECHNOLOGY
CO., LTD.:

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
30,000,000 shares of post-split shares. However, the agreement was subsequently
rescinded and canceled, and has not been reflected in the accompanying financial
statements.

On February 13, 2002, the Company agreed to issue 30,000,000 post-split shares
to the shareholders of MHST to acquire certain operating assets, including a
fabrication plan in the Shunyi District, Beijing, Peoples' Republic of China,
which includes 12.6 hectares of industrial zoned land, a four story office
building, and approximately 40,000 square feet of factory space. The transaction
is to be closed when necessary legal requirements in the Peoples' Republic of
China to transfer title and legal ownership have been completed.

NOTE  4 - UNCERTAINTY, GOING CONCERN:

At June 30, 2002, 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, 2002), is seeking to acquire certain assets as described in Note
3, and is seeking additional sources of equity or debt financing, there is no
assurance these activities will be



                                      F-5


<PAGE>


                                                       JUPITER ENTERPRISES, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                                                   JUNE 30, 2002
--------------------------------------------------------------------------------

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.



                                      F-6


<PAGE>




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:
well-established competitors who have substantially greater financial resources
and longer 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 through the quarter ended June 30, 2002. The
Company has not developed any products or provided any services.

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 will acquire the entire
construction business of MingHe, in exchange for 30,000,000 shares of common
stock of the Company, to be issued to Yin Mingshan, the sole shareholder of
MingHe and an officer and director of the Company. This acquisition will give
the Company a significantly larger interest in the Chinese construction
business. In addition to numerous other construction interests, MingHe owns 50%
of MingHe-Han. The Company engaged the accounting firm of BDO International,
Hong Kong, to audit the books and records of MingHe. The transaction is
scheduled close following the satisfactory completion of the audit.

The Company is in need of funding to complete the transaction described above.
As of August 12, 2002, the Company had not secured financing. There can be no
assurance that financing will be available when needed or on terms acceptable to
the Company.

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.



                                       2

<PAGE>


                           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 AND REPORTS ON FORM 8-K - None.

(a)      Exhibits:

<Table>
<Caption>
      Exhibit No.          Description
      -----------          -----------
<S>                        <C>
        2.3                Agreement and Plan of Reorganization dated November
                           28, 2001 by and among the Company, Beijing MingHe-Han
                           Science and Technology Co., Ltd. ("MingHe-Han") and
                           certain shareholders of MingHe-Han (Incorporated by
                           reference to Exhibit 2.3 of the current report on
                           Form 8-K, filed December 14, 2001).

        2.4                Rescission and Restructuring Agreement dated February
                           13, 2002 by and among the Company, Beijing MingHe-Han
                           Science and Technology Co., Ltd. ("MingHe-Han") and
                           certain shareholders of MingHe-Han. (Incorporated by
                           reference to Exhibit 2.4 of the current report on
                           Form 8-K/A-1 filed February 19, 2002.)

        2.5                Termination Agreement between the Registrant and
                           Beijing MingHe-Han Science and Technology Co., Ltd.,
                           dated April 8, 2002 (Incorporated by reference to
                           Exhibit 2.5 of the current report on Form 8-K filed
                           April 11, 2002.)

        2.6                Acquisition Agreement between the Registrant and The
                           MingHe Group dated April 8, 2002 (Incorporated by
                           reference to Exhibit 2.6 of the current report on
                           Form 8-K filed April 11, 2002.)

         4.1               Articles of Incorporation, as currently in effect,
                           which define the rights of holders of the equity
                           securities being registered (Incorporated by
                           reference to the Registrant's registration statement
                           on Form 10-SB, filed August 14, 2000).

        4.2                By-laws, as currently in effect, which define the
                           rights of holders of the equity securities being
                           registered (Incorporated by reference to the
                           Registrant's registration statement on Form 10-SB,
                           filed August 14, 2000).
</Table>


                                       3

<PAGE>


(b)  Reports on Form 8-K

On April 11, 2002, the Company filed a current report on Form 8-K disclosing
that on April 8, 2002 the Company and Beijing MingHe-Han Science and Technology
Co., Ltd. ("MingHe-Han") mutually agreed to terminate the agreement to purchase
the assets of MingHe-Han, as described in the Company's Form 8-K/A filed
February 19, 2002. The Company also disclosed that 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
will acquire the entire construction business of MingHe, in exchange for
30,000,000 shares of common stock of the Company, to be issued to Yin Mingshan,
the sole shareholder of MingHe and an officer and director of the Company.



                                        4

<PAGE>


                                   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.


                                          By: /s/ Michael J.A. Harrop
                                              ---------------------------------
                                              Michael J.A. Harrop, President,
                                              Secretary and Director


Date: August 19, 2002

                                  CERTIFICATION

Solely for the purposes of complying with, and the extent required by 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each
of the undersigned certifies, in his capacity as an officer of Jupiter
Enterprises, Inc. ("Jupiter"), that, to his knowledge, the Quarterly Report of
Jupiter on Form 10-QSB for the period ended June 30, 2002, fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934 and
that the information contained in the report fairly presents, in all material
respects, the company's financial condition and results of operations.


                         By: /s/ Yin Mingshan
                             --------------------------------------------------
                             Yin Mingshan, Chief Executive Officer


                         By: /s/ Alexander Chen
                             --------------------------------------------------
                         Alexander Chen, Chief Financial and Accounting Officer


DATE:  August 19, 2002



                                       5