<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 December 31, 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 February 25, 2003, the issuer
had 478,308 shares of common stock, $0.001 par value, outstanding.

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


<PAGE>

<Table>
<Caption>


                                      INDEX

                                                                             PAGE

<S>                                                                          <C>
PART I - FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS.                                      F-1

         ITEM 2.  MANAGEMENT'S PLAN OF OPERATION.                            1

         ITEM 3.  CONTROLS AND PROCEDURES.                                   1

PART II - OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS.                                         2

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.                 2

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.                           2

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.     2

         ITEM 5.  OTHER INFORMATION.                                         2

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.                          2


SIGNATURES                                                                   3
</Table>


<PAGE>
                                                      JUPITER ENTERPRISES, INC.
                                               (A DEVELOPMENT STAGE ENTERPRISE)
                                                                  BALANCE SHEET
                                                              DECEMBER 31, 2002
                                                                    (UNAUDITED)
-------------------------------------------------------------------------------

<Table>

<S>                                                               <C>
ASSETS
   Current assets                                                 $      --
                                                                  ---------
      Total assets                                                $      --
                                                                  =========


LIABILITIES
  Current liabilities:
    Accounts payable and accrued expenses                         $ 122,525
    Due to related parties                                           67,824
                                                                  ---------
      Total current liabilities                                     190,349
                                                                  ---------

      Total liabilities                                             190,349
                                                                  ---------

STOCKHOLDERS' EQUITY
  Common stock, $.001 par value, 5,000,000 shares authorized,
     478,308 shares issued and outstanding                              478
  Capital in excess of par value                                     41,222
  Deficit accumulated during the development stage                 (232,049)
                                                                  ---------
      Total stockholders' equity                                   (190,349)
                                                                  ---------
      Total liabilities and stockholders' equity                  $      --
                                                                  =========

</Table>




The accompanying notes are an integral part of these statements.            F-1
<PAGE>
                                                      JUPITER ENTERPRISES, INC.
                                               (A DEVELOPMENT STAGE ENTERPRISE)
                                       STATEMENTS OF LOSS FOR THE PERIODS ENDED
                                                     DECEMBER 31, 2002 AND 2001
                                                                    (UNAUDITED)
-------------------------------------------------------------------------------

<Table>
<Caption>
                                                        INCEPTION,
                                                      MARCH 12, 1999
                                                         THROUGH          NINE MONTHS ENDED DECEMBER 31,
                                                       DECEMBER 31,       ------------------------------
                                                           2002               2002              2001
                                                      --------------      ------------      ------------
<S>                                                   <C>                 <C>               <C>
Revenues                                              $           --      $         --      $         --
                                                      --------------      ------------      ------------

General and administrative expenses                          174,480            68,843            19,659
                                                      --------------      ------------      ------------
    Operating income (loss)                                 (174,480)          (68,843)          (19,659)
                                                      --------------      ------------      ------------

Other income (expense):
  Expenses in connection with abandoned acquisition          (57,509)          (57,509)               --
  Interest expense                                               (60)               --               (58)
                                                      --------------      ------------      ------------

    Total other income (expense)                             (57,569)          (57,509)              (58)
                                                      --------------      ------------      ------------
    Income (loss) before taxes on income                    (232,049)         (126,352)          (19,717)
                                                      --------------      ------------      ------------

Provision (credit) for taxes on income                            --                --                --
                                                      --------------      ------------      ------------
     Net (loss)                                       $     (232,049)     $   (126,352)     $    (19,717)
                                                      ==============      ============      ============

Basic earnings (loss) per common share                                    $      (0.27)     $      (0.04)
                                                                          ============      ============

Weighted average number of shares outstanding                                  465,662           456,300
                                                                          ============      ============

</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
                                                     DECEMBER 31, 2002 AND 2001
                                                                    (UNAUDITED)
-------------------------------------------------------------------------------

<Table>
<Caption>

                                                          QUARTER ENDED DECEMBER 31,
                                                        ------------------------------
                                                            2002              2001
                                                        ------------      ------------

<S>                                                     <C>               <C>
Revenues                                                $         --      $         --
                                                        ------------      ------------

General and administrative expenses                           12,349             9,106
                                                        ------------      ------------
    Operating income (loss)                                  (12,349)           (9,106)
                                                        ------------      ------------

Other income (expense):
  Expenses in connection with abandoned acquisition          (57,509)               --
  Interest expense                                                --                29
                                                        ------------      ------------
    Total other income (expense)                             (57,509)               29
                                                        ------------      ------------
    Income (loss) before taxes on income                     (69,858)           (9,077)
                                                        ------------      ------------

Provision (credit) for taxes on income                            --                --
                                                        ------------      ------------
     Net (loss)                                         $    (69,858)     $     (9,077)
                                                        ============      ============

Basic earnings (loss) per common share                  $      (0.15)     $      (0.02)
                                                        ============      ============

Weighted average number of shares outstanding                478,306           456,300
                                                        ============      ============

</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
                                                     DECEMBER 31, 2002 AND 2001
                                                                    (UNAUDITED)
-------------------------------------------------------------------------------

<Table>
<Caption>
                                                          INCEPTION,
                                                        MARCH 12, 1999
                                                           THROUGH          NINE MONTHS ENDED DECEMBER 31,
                                                         DECEMBER 31,       ------------------------------
                                                             2002               2002              2001
                                                        --------------      ------------      ------------
<S>                                                     <C>                 <C>               <C>
Cash flows from operating activities:
 Net (loss)                                             $     (232,049)     $   (126,352)     $    (19,717)

 Adjustments to reconcile net (loss) to cash
  provided (used) by developmental stage activities:
    Decrease (increase) in prepaid expenses                         --                --               148
    (Decrease) increase in accounts payable                    122,525            48,935            (1,667)
                                                        --------------      ------------      ------------
       Net cash flows from operating activities               (109,524)          (77,417)          (21,236)
                                                        --------------      ------------      ------------

Cash flows from investing activities:
  (Increase) in deferred charges                               (57,509)          (15,030)               --
  Abandoned acquisition costs                                   57,509            57,509                --
  Decrease (increase) in website development costs                  --                --             1,000
                                                        --------------      ------------      ------------
     Net cash flows from investing activities                       --            42,479             1,000
                                                        --------------      ------------      ------------

Cash flows from financing activities:
  Advances from related parties                                 67,824            34,498            20,136
  Proceeds from sale of common stock                            41,260                --                --
  Common stock issued for services                                 440               440                --
                                                        --------------      ------------      ------------
      Net cash flows from financing activities                 109,524            34,938            20,136
                                                        --------------      ------------      ------------

      Net increase (decrease) in cash and equivalents               --                --              (100)

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

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)
                                 STATEMENTS OF CASH FLOWS FOR THE PERIODS ENDED
                                                     DECEMBER 31, 2002 AND 2001
                                                                    (UNAUDITED)
-------------------------------------------------------------------------------

<Table>
<Caption>


                                                                              QUARTER ENDED DECEMBER 31,
                                                                              --------------------------
                                                                                 2002           2001
                                                                               ---------      ---------
<S>                                                                            <C>            <C>
Cash flows from operating activities:
 Net (loss)                                                                    $ (69,858)     $  (9,077)

 Adjustments to reconcile net (loss) to cash provided (used) by development
  stage activities:
    Changes in current assets and liabilities:
    Accounts payable and accrued expenses                                          8,834          1,693
                                                                               ---------      ---------
    Net cash flows from operating activities                                     (61,024)        (7,384)
                                                                               ---------      ---------

Cash flows from investing activities:
 Abandoned acquisition costs                                                      57,509             --
 Decrease (increase) in website development costs                                     --          1,000
                                                                               ---------      ---------
   Net cash flows from investing activities                                       57,509          1,000
                                                                               ---------      ---------

Cash flows from financing activities:
  Advances from related parties                                                    3,515          6,195
                                                                               ---------      ---------
  Net cash flows from financing activities                                         3,515          6,195
                                                                               ---------      ---------

      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                                                       $      --      $      29
  Cash paid for income taxes                                                          --             --

</Table>

The accompanying notes are an integral part of these statements.            F-5

<PAGE>

                                                      JUPITER ENTERPRISES, INC.
                                               (A DEVELOPMENT STAGE ENTERPRISE)
                                        NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                                              DECEMBER 31, 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 nine months ended
December 31, 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
entered into an agreement in February, 2002 with a Chinese company engaged in
steel building fabrication systems for the Chinese building and construction
industry. However this contract was terminated as of January 31, 2003.
Accordingly, the Company will continue to be in the development stage until such
time as it acquires or starts an ongoing business enterprise.

NOTE 2 - CAPITAL STOCK:
Effective October 21, 2002 the Company effected a 1 for 20 reverse split of its
common stock, under which each shareholder received 1 new share of stock for
each 20 formerly held. The reverse split has been retroactively reflected in the
accompanying financial statements.

NOTE 3 - TERMINATION OF AGREEMENT WITH BEIJING MINGHE-HAN SCIENCE AND TECHNOLOGY
CO., LTD.: In February, 2002, the Company entered into an agreement to acquire
certain operating assets, including a fabrication plant, land and buildings in
the Shunyi District, Beijing, Peoples' Republic of China, from 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.
This agreement was terminated on January 31, 2003. As a result of the
termination, deferred charges in the amount of $57,509 related to the intended
acquisition have been expensed in the current period. The deferred charges
consisted of legal and accounting fees.

In connection with the termination of the MHST agreement, the Company agreed on
January 31, 2003 to issue 675,000 of its restricted common stock to Harper &
Harper, Ltd. ("H&H"), a Niue Corporation, for the right to acquire a controlling
interest in Beijing Bluesky Kspan Steel Construction Company, Ltd., at a price
to be determined later.


                                                                           F-6
<PAGE>
                                                      JUPITER ENTERPRISES, INC.
                                               (A DEVELOPMENT STAGE ENTERPRISE)
                                        NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                                              DECEMBER 31, 2002
-------------------------------------------------------------------------------




NOTE  4 - UNCERTAINTY, GOING CONCERN:
At December 31, 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 5, 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.



                                                                             F-7
<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:
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 through the quarter ended December 31, 2002.
The Company has not developed any products or provided any services and has
experienced difficulties in completing transactions.

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. 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 agreed to issue
675,000 shares of its restricted common stock to be issued to Harper & Harper,
Ltd ("H&H") in exchange for the right to acquire a controlling interest in
Beijing Bluesky Kspan Steel Constitution Company Ltd. As of the date of this
report, the shares have not been issued to H&H. Upon issuance of the 675,000
shares to H&H, H&H will hold a controlling interest in the Company.

The Company is in need of funding. 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.

ITEM 3.  CONTROLS AND PROCEDURES.

Based on their most recent evaluation, which was completed within 90 days of the
filing of this 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. 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.





                                       1
<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

1.       In January 2003, the Company terminated its agreement to acquire
The MingHe Group.

2.       Effective December 31, 2002, Yin Mingshan resigned as the Company's
Chief Executive Officer and as a director.

3. In January 2003, the Company agreed to issue 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 Blusky Kspan Steel Constitution
Company, Ltd., a Chinese corporation. Upon issuance of the 675,000 shares to
H&H, H&H will hold a controlling interest in the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K - None.

(a)      Exhibits:

         Exhibit No.                Description

                2.6                 Acquisition Agreement between the Company
                                    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 (filed herewith).

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

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

               10.1                 Jupiter Enterprises, Inc. 2002 Stock Option
                                    Plan (Incorporated by reference to Exhibit
                                    10.1 of the Company's Registration Statement
                                    on Form S-8, filed April 14, 2002).



(b)  Reports on Form 8-K

none.



                                       2
<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, Chief Executive Officer,
                                   President, Secretary and Director


Date: February 26, 2003

                            SECTION 906 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. (the "Company"), that, to his knowledge, the Quarterly Report
of the Company on Form 10-QSB for the period ended December 31, 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/ Michael J. A. Harrop
                                      ------------------------------------------
                                   Michael J.A. Harrop, Chief Executive Officer




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


DATE:  February 26, 2003




                                       3
<PAGE>



                            CERTIFICATION PURSUANT TO
                    18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 I, Michael J.A. Harrop, Chief Executive Officer of Jupiter Enterprises, Inc.,
 certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of
Jupiter Enterprises, Inc.

         2.       Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

         4.       The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5.       The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent functions):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

February 26, 2003


/s/ Michael J. A. Harrop
-------------------------
Michael J.A. Harrop, Chief Executive Officer



                                       4
<PAGE>



                            CERTIFICATION PURSUANT TO
                    18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Alexander Chen, Chief Financial Officer of Jupiter Enterprises,
 Inc., certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of
Jupiter Enterprises, Inc.

         2.       Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

         4.       The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5.       The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent functions):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

February 26, 2003


/s/ Alexander Chen
-----------------------
Alexander Chen, Chief Financial Officer



                                       5
<PAGE>
                                 EXHIBIT INDEX
<Table>
<Caption>
         Exhibit No.                Description
         -----------                -----------
<S>                                 <C>
                2.6                 Acquisition Agreement between the Company
                                    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 (filed herewith).

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

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

               10.1                 Jupiter Enterprises, Inc. 2002 Stock Option
                                    Plan (Incorporated by reference to Exhibit
                                    10.1 of the Company's Registration Statement
                                    on Form S-8, filed April 14, 2002).

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