JUPITER ENTERPRISES, INC.
       (A development stage enterprise)
Notes to Unaudited Financial Statements
                          June 30, 2000
-------------------------------------------------------------------------
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 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 Form
10-SB as of the year ended March 31, 2000.
Operating results for the three months ended June 30, 2000,
are not necessarily indicative of the results that
can be expected for the year ended March 31, 2001.

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 Vancouver, British Columbia, Canada.

     The Company's intent is to become a direct sales
     marketing company that markets, distributes and
     sells its own brand of natural health products via the
     Internet. All of its products will be purchased
     from manufacturers or brokers and bear the Herbal
     Traditions brand label.  The Company's internet
     website is currently under construction and will be the
     centerpiece of its marketing operation.  The
     website will display product information, articles about
     specific ailments, links to other related
     websites, and an on-line forum and bulletin board.
     Customers will be able to place their orders via
     the internet in a secured e-commerce connection.  The
     Company expects to market to a global
     customer base.

     To date, the Company's activities have been limited to its
     formation and the raising of equity capital.
     In its current development stage, management anticipates
     incurring substantial additional losses as
     it implements its business plan.

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

     Use of estimates - The preparation of financial statements
     in conformity with generally accepted
     accounting principles requires management to make
     estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosure
     of contingent assets and liabilities at the
     date of the financial statements and the reported 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.

              JUPITER ENTERPRISES, INC.
       (A development stage enterprise)
Notes to Unaudited Financial Statements
                          June 30, 2000
-------------------------------------------------------------------------


     Fair value of financial instruments and derivative
     financial instruments  - The Company has
     adopted Statement of Financial Accounting Standards
     number 119, 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 Statement of Financial Accounting
     Standards 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:
Since its inception, the Company has issued shares of its
common stock as follows:
                                                 Price Per
Date       Description                  Shares        Share     Amount
-------------------------------------------------------------------------
3/30/99  Shares issued for cash  2,000,000  $0.005   $10,000
5/27/99  Shares issued for cash     840,000    0.030     25,200
6/20/00  Shares issued for cash     202,000    0.030       6,060
                                                       -------------------------
                   Cumulative total      3,042,000                $41,260
                                                    ========          =======

<PAGE>
              JUPITER ENTERPRISES, INC.
       (A development stage enterprise)
Notes to Unaudited Financial Statements
                          June 30, 2000
-------------------------------------------------------------------------

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, 2000, no preferred stock series
had been created.

Note 3 - Related party transactions:
The Company paid an officer and a former director of the
company $965 during the quarter ended June 30,
2000 (unaudited), in professional fees for legal services.

Amounts due to directors of the company totaled $213 for
the quarter ended June 30, 2000 (unaudited).

Note 4 - Federal income tax:
The Company follows Statement of Financial Accounting
Standards 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 consists of
the following:

                                                                        June 30,
                                                                            2000
                                                                     (Unaudited)
                                                                    ------------
     Refundable Federal income tax attributable to:
       Current operations                                     $(3,300)
       Change in deferred tax amounts                   3,300
                                                                    ------------
         Net refundable amount                                 -
                                                                   =========


The cumulative tax effect at the expected rate of 34% of
significant items comprising the Company's net
deferred tax amounts as of June 30, 2000:

                                                                       June 30,
                                                                          2000
                                                                    (Unaudited)
                                                                    ------------
     Deferred tax asset attributable to:
       Net operating loss carryover                   $(6,700)
       Less, Valuation allowance                          6,700
                                                                    ------------
         Net deferred tax asset                                   -
                                                                    =========




At March 31, 2000, the Company had unused net operating
loss carryovers which may be used to offset
future taxable income and which expire as follows:

Expires:                                                      Amount
-------------------------------------------      -----------------
   March 31, 2014                                            $  1,874
   March 31, 2015                                                8,400
                                                               -----------------
     Total net operating loss carryover             $10,274
                                                               ==========

Note 5 - Uncertainty, going concern:
At June 30, 2000, 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 above) 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.