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**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 December 31, 2004

 ̈ 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 China100009(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  ̈

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 March 16, 2005, the issuer had 1,178,308 shares of common stock, $0.001 par value, outstanding.

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

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INDEX

|                               |         |                                                              | Page
|------------------------------ | ------- | ------------------------------------------------------------ | ----
|                               |        
|PART I – FINANCIAL INFORMATION |        
|                               |         |                                                              |     
|                               | Item 1. | Financial Statements.                                        | F-1 
|                               |         |                                                              |     
|                               | Item 2. | Management’s Plan of Operation.                              | 1   
|                               |         |                                                              |     
|                               | Item 3. | Controls and Procedures.                                     | 2   
|                               |         |                                                              |     
|PART II – OTHER INFORMATION    |        
|                               |         |                                                              |     
|                               | Item 1. | Legal Proceedings.                                           | 3   
|                               |         |                                                              |     
|                               | Item 2. | Changes in Securities and Use of Proceeds.                   | 3   
|                               |         |                                                              |     
|                               | Item 3. | Defaults upon Senior Securities.                             | 3   
|                               |         |                                                              |     
|                               | Item 4. | Submission of Matters to a Vote of Securities
      Holders. | 3   
|                               |         |                                                              |     
|                               | Item 5. | Other Information.                                           | 3   
|                               |         |                                                              |     
|                               | Item 6. | Exhibits and Reports on Form 8-K.                            | 3   
|                               |         |                                                              |     
|SIGNATURES                     | 4      

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JUPITER ENTERPRISES, INC.(A development stage enterprise)Balance SheetsDecember 31, 2001 (Unaudited) and March 31, 2001

|                                                                    |   | December 31, |   |   |           |  
|------------------------------------------------------------------- | - | ------------ | - | - | --------- | -
|                                                                    |   | 2001         |   |   | March 31, |  
|ASSETS                                                              |   | (Unaudited)  |   |   | 2001      |  
|Current assets:                                                     |   |              |   |   |           |  
|Cash                                                                | $ | -            |   | $ | 100       |  
|Prepaid expenses                                                    |   | -            |   |   | 148       |  
|Total current assets                                                |   | -            |   |   | 248       |  
|                                                                    |   |              |   |   |           |  
|Other assets:                                                       |   |              |   |   |           |  
|Website development costs in progress                               |   | -            |   |   | 1,000     |  
|Total other assets                                                  |   | -            |   |   | 1,000     |  
|                                                                    |   |              |   |   |           |  
|Total assets                                                        | $ | -            |   | $ | 1,248     |  
|                                                                    |   |              |   |   |           |  
|                                                                    |   |              |   |   |           |  
|LIABILITIES                                                         |   |              |   |   |           |  
|Current liabilities:                                                |   |              |   |   |           |  
|Accounts payable and accrued expenses                               | $ | 3,241        |   | $ | 4,908     |  
|Due to related parties                                              |   | 23,949       |   |   | 3,813     |  
|Total current liabilities                                           |   | 27,190       |   |   | 8,721     |  
|                                                                    |   |              |   |   |           |  
|Total liabilities                                                   |   | 27,190       |   |   | 8,721     |  
|                                                                    |   |              |   |   |           |  
|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                    |   | (68,450      | ) |   | (48,733   | )
|Total stockholders' equity                                          |   | (27,190      | ) |   | (7,473    | )
|Total liabilities and stockholders'
      equity                    | $ | -            |   | $ | 1,248     |  

The accompanying notes are an integral part of these statements.

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JUPITER ENTERPRISES, INC.(A development stage enterprise)Statements of Loss For The Periods EndedDecember 31, 2001 and 2000(Unaudited)

|                                              |   | Inception,     |   |   |                                |   |   |           |  
|--------------------------------------------- | - | -------------- | - | - | ------------------------------ | - | - | --------- | -
|                                              |   | March 12, 1999 |   |   |                                |   |   |           |  
|                                              |   | through        |   |   |                                |   |   |           |  
|                                              |   | December 31,   |   |   | Nine Months Ended December 31, |  
|                                              |   | 2001           |   |   | 2001                           |   |   | 2000      |  
|                                              |   |                |   |   |                                |   |   |           |  
|Revenues                                      | $ | -              |   | $ | -                              |   | $ | -         |  
|                                              |   |                |   |   |                                |   |   |           |  
|General and administrative expenses:          |   |                |   |   |                                |   |   |           |  
|Legal and professional fees                   |   | 56,124         |   |   | 16,593                         |   |   | 25,696    |  
|Other administrative expenses                 |   | 12,268         |   |   | 3,066                          |   |   | 7,856     |  
|Total operating expenses                      |   | 68,392         |   |   | 19,659                         |   |   | 33,552    |  
|(Loss) from operations                        |   | (68,392        | ) |   | (19,659                        | ) |   | (33,552   | )
|                                              |   |                |   |   |                                |   |   |           |  
|Other income (expense):                       |   |                |   |   |                                |   |   |           |  
|Other income                                  |   | -              |   |   | -                              |   |   | -         |  
|Interest expense                              |   | (58            | ) |   | (58                            | ) |   | -         |  
|Total other income (expense)                  |   | (58            | ) |   | (58                            | ) |   | -         |  
|(Loss) before taxes                           |   | (68,450        | ) |   | (19,717                        | ) |   | (33,552   | )
|                                              |   |                |   |   |                                |   |   |           |  
|Provision (credit) for taxes on income:       |   |                |   |   |                                |   |   |           |  
|Current                                       |   | -              |   |   | -                              |   |   | -         |  
|Deferred                                      |   | -              |   |   | -                              |   |   | -         |  
|Total provision (credit) for taxes on income  |   | -              |   |   | -                              |   |   | -         |  
|Net (loss)                                    | $ | (68,450        | ) | $ | (19,717                        | ) | $ | (33,552   | )
|                                              |   |                |   |   |                                |   |   |           |  
|                                              |   |                |   |   |                                |   |   |           |  
|Basic earnings (loss) per common share        |   |                |   | $ | (0.00                          | ) | $ | (0.00     | )
|                                              |   |                |   |   |                                |   |   |           |  
|Weighted average number of shares outstanding |   |                |   |   | 9,126,000                      |   |   | 8,947,505 |  

The accompanying notes are an integral part of these statements.

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JUPITER ENTERPRISES, INC.(A development stage enterprise)Statements of Loss For The Periods EndedDecember 31, 2001 and 2000(Unaudited)

|                                                   |   | Quarter Ended December 31, |  
|-------------------------------------------------- | - | -------------------------- | -
|                                                   |   | 2001                       |  
|                                                   |   |                            |  
|Revenues                                           | $ | -                          |  
|                                                   |   |                            |  
|General and administrative expenses:               |   |                            |  
|Legal and professional fees                        |   | 7,559                      |  
|Other administrative expenses                      |   | 1,489                      |  
|Total operating expenses                           |   | 9,048                      |  
|(Loss) from operations                             |   | (9,048                     | )
|                                                   |   |                            |  
|Other income (expense):                            |   |                            |  
|Other income                                       |   | -                          |  
|Interest expense                                   |   | 29                         |  
|Total other income (expense)                       |   | 29                         |  
|(Loss) before taxes                                |   | (9,019                     | )
|                                                   |   |                            |  
|Provision (credit) for taxes on income:            |   |                            |  
|Current                                            |   | -                          |  
|Deferred                                           |   | -                          |  
|Total provision (credit) for taxes on
      income |   | -                          |  
|Net (loss)                                         | $ | (9,019                     | )
|                                                   |   |                            |  
|                                                   |   |                            |  
|Basic earnings (loss) per common share             | $ | (0.00                      | )
|                                                   |   |                            |  
|Weighted average number of shares outstanding      |   | 9,126,000                  |  

The accompanying notes are an integral part of these statements.

---

JUPITER ENTERPRISES, INC.(A development stage enterprise)Statements of Cash Flows For The Periods EndedDecember 31, 2001 and 2000(Unaudited)

|                                                                   |   | Inception,     |   |   |                                |   |   |         |  
|------------------------------------------------------------------ | - | -------------- | - | - | ------------------------------ | - | - | ------- | -
|                                                                   |   | March 12, 1999 |   |   |                                |   |   |         |  
|                                                                   |   | through        |   |   |                                |   |   |         |  
|                                                                   |   | December 31,   |   |   | Nine months ended December 31, |  
|                                                                   |   | 2001           |   |   | 2001                           |   |   | 2000    |  
|Cash flows from operating activities:                              |   |                |   |   |                                |   |   |         |  
|Net (loss)                                                         | $ | (68,450        | ) | $ | (19,717                        | ) | $ | (33,552 | )
|                                                                   |   |                |   |   |                                |   |   |         |  
|Adjustments to reconcile net (loss) to cash                        |   |                |   |   |                                |   |   |         |  
|provided (used) by developmental stage activities:                 |   |                |   |   |                                |   |   |         |  
|Decrease (increase) in prepaid expenses                            |   | -              |   |   | 148                            |   |   | 167     |  
|(Decrease) increase in accounts payable and                        |   |                |   |   |                                |   |   |         |  
|accrued expenses                                                   |   | 3,241          |   |   | (1,667                         | ) |   | 2,578   |  
|(Decrease) increase in due to related parties                      |   | 23,949         |   |   | 20,136                         |   |   | 1,263   |  
|Net cash provided (used) by operating                              |   |                |   |   |                                |   |   |         |  
|activities                                                         |   | (41,260        | ) |   | (1,100                         | ) |   | (29,544 | )
|                                                                   |   |                |   |   |                                |   |   |         |  
|Cash flows from investing activities:                              |   |                |   |   |                                |   |   |         |  
|Decrease (increase) in website development costs
      in progress |   | -              |   |   | 1,000                          |   |   | (1,000  | )
|Net cash provided (used) by investing
      activities             |   | -              |   |   | 1,000                          |   |   | (1,000  | )
|                                                                   |   |                |   |   |                                |   |   |         |  
|Cash flows from financing activities:                              |   |                |   |   |                                |   |   |         |  
|Proceeds from sale of common stock                                 |   | 41,260         |   |   | -                              |   |   | 6,060   |  
|Change in stock subscription held in trust                         |   | -              |   |   | -                              |   |   | (1,575  | )
|Net cash provided (used) by financing
      activities             |   | 41,260         |   |   | -                              |   |   | 4,485   |  
|                                                                   |   |                |   |   |                                |   |   |         |  
|Net increase (decrease) in cash
      and equivalents              |   | -              |   |   | (100                           | ) |   | (26,059 | )
|                                                                   |   |                |   |   |                                |   |   |         |  
|Cash and equivalents, beginning of period                          |   | -              |   |   | 100                            |   |   | 26,462  |  
|Cash and equivalents, end of period                                | $ | -              |   | $ | -                              |   | $ | 403     |  
|                                                                   |   |                |   |   |                                |   |   |         |  
|Supplemental cash flow disclosures:                                |   |                |   |   |                                |   |   |         |  
|Cash paid for interest                                             | $ | -              |   | $ | -                              |   | $ | -       |  
|Cash paid for income taxes                                         |   | -              |   |   | -                              |   |   | -       |  

The accompanying notes are an integral part of these statements.

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JUPITER ENTERPRISES, INC.(A development stage enterprise)Statements of Cash Flows For The Periods EndedDecember 31, 2001 and 2000(Unaudited)

|                                                                   |   | Quarter ended December 31, |  
|------------------------------------------------------------------ | - | -------------------------- | -
|                                                                   |   | 2001                       |  
|Cash flows from operating activities:                              |   |                            |  
|Net (loss)                                                         | $ | (9,077                     | )
|                                                                   |   |                            |  
|Adjustments to reconcile net (loss) to cash                        |   |                            |  
|provided (used) by developmental stage activities:                 |   |                            |  
|Decrease (increase) in prepaid expenses                            |   | -                          |  
|(Decrease) increase in accounts payable and                        |   |                            |  
|accrued expenses                                                   |   | 1,693                      |  
|(Decrease) increase in due to related parties                      |   | 6,195                      |  
|Net cash provided (used) by operating                              |   |                            |  
|activities                                                         |   | (1,189                     | )
|                                                                   |   |                            |  
|Cash flows from investing activities:                              |   |                            |  
|Decrease (increase) in website development costs
      in progress |   | 1,000                      |  
|Net cash provided (used) by investing
      activities             |   | 1,000                      |  
|                                                                   |   |                            |  
|Cash flows from financing activities:                              |   |                            |  
|Net cash provided (used) by financing
      activities             |   | -                          |  
|                                                                   |   |                            |  
|Net increase (decrease) in cash
      and equivalents              |   | (189                       | )
|                                                                   |   |                            |  
|Cash and equivalents, beginning of period                          |   | 189                        |  
|Cash and equivalents, end of period                                | $ | -                          |  
|                                                                   |   |                            |  
|Supplemental cash flow disclosures:                                |   |                            |  
|Cash paid for interest                                             | $ | -                          |  
|Cash paid for income taxes                                         |   | -                          |  

The accompanying notes are an integral part of these statements.

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JUPITER ENTERPRISES, INC.(A development stage enterprise)
  Notes to Unaudited Financial StatementsDecember 31, 2001

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, 2001. Operating results for the nine months
  ended December 31, 2001, are not necessarily indicative of the results that
  can be expected for the year ended March 31, 2002.

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 - Related party transactions: 
  The former Company’s directors have advanced funds from time to time to
  finance the Company’s operations. 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 sales of stock or
  other loans. Such advances totaled $23,950 at December 31, 2001.

Note 3 - 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 for the nine months ended December 31, 2001 consists of the following:

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JUPITER ENTERPRISES, INC. (A development stage enterprise)Notes to Unaudited Financial StatementsDecember 31, 2001

|                                               |   | December 31, |   |   | December 31, |  
|---------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                               |   | 2001         |   |   | 2000         |  
|                                               |   | (Unaudited)  |   |   | (Unaudited)  |  
|Refundable Federal income tax attributable to: |   |              |   |   |              |  
|Current operations                             | $ | (6,700       | ) | $ | (11,400      | )
|Change in deferred tax amounts                 |   | 6,700        |   |   | 11,400       |  
|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:

|                                    |   | December 31, |   |   | December 31, |  
|----------------------------------- | - | ------------ | - | - | ------------ | -
|                                    |   | 2001         |   |   | 2000         |  
|                                    |   | (Unaudited)  |   |   | (Unaudited)  |  
|Deferred tax asset attributable to: |   |              |   |   |              |  
|Net operating loss carryover        | $ | (23,200      | ) | $ | (14,900      | )
|Less, Valuation allowance           |   | 23,200       |   |   | 14,900       |  
|Net deferred tax asset              | $ | -            |   | $ | -            |  



At March 31, 2001, 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, 2019                           | $ | 1,874  | 
|March 31, 2020                           |   | 8,400  | 
|March 31, 2021                           |   | 38,459 | 
|Total net operating
      loss carryover | $ | 48,733 | 

Note 4 – Website development costs: 
  The Company had incurred and capitalized Website Developments Costs of $1,000
  prior to December 31, 2000. During the quarter ended December 31, 2001, the
  Company abandoned plans to complete the website. Accordingly, unamortized costs
  of $1,000 were charged to expense at December 31, 2001.

Note 5 – Commitments:Prior to September 30, 2001, the Company’s principal place of business
  and corporate offices occupied approximately 400 square feet of shared office
  space with several other businesses. The company leased this space at $150
  per month on a month to month lease, and incurred rent expense of $750 during
  the six months ended September 30, 2001. The Company has since vacated the space
  and has not incurred rent expense since September 30, 2001.

---

JUPITER ENTERPRISES, INC. (A development stage enterprise)Notes to Unaudited Financial StatementsDecember 31, 2001

Note 6 – Forward Stock Split:
  On December 10, 2001, the Company completed a 3 for 1 forward stock split whereby
  three shares of the Corporation’s $0.01 par value common stock outstanding
  were issued for every one share outstanding. The split has been retroactively
  reflected in the accompanying financial statements.

Note 7 – 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 8 - Uncertainty, going concern: 
  At December 31, 2001, 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, 2001), is seeking to acquire certain assets as described
  in Note 7, 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.

---

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 the period ended December 31, 2004. The Company has no assets, 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 did
  not close. The Company has now terminated this Agreement.

The Company's cash requirements during the next twelve months
  will relate to maintaining its status as a corporate entity, complying with
  the periodic reporting requirements of the U.S. Securities and Exchange Commission,
  and evaluating and reviewing possible business ventures and opportunities.

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.

1

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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 believe 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.

2

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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

(a)Exhibits

|Exhibit | Description                                                                                                                                                                                                                                                                                                                                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                              
|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.)                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                              
|2.7     | Termination Agreement by and among the
        Company, The MingHe Group and Yin Mingshan dated January 31, 2003. (Incorporated
        by reference to Exhibit 2.7 of the quarterly report on Form 10-QSB for
        the period ended December 31, 2002).                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                              
|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).                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                              
|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)                                                                                                                                                                                                                                               

3

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(b)     Reports on Form 8-K

The Company did not file any Current Reports during the quarter ended December 31, 2004.

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: March 16, 2005 | By:                      
|                     |                          
|                     |                          
|                     |                          
|                     |                          
|                     |                          
|                     | By:                      
|                     |                          
|                     |                          

4

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EXHIBIT INDEX

|Exhibit | Description                                                                                                                                                                                                                                                                                                                                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                              
|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.)                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                              
|2.7     | Termination Agreement by and among the
        Company, The MingHe Group and Yin Mingshan dated January 31, 2003. (Incorporated
        by reference to Exhibit 2.7 of the quarterly report on Form 10-QSB for
        the period ended December 31, 2002).                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                              
|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).                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                              
|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)                                                                                                                                                                                                                                               

---