<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 September 30, 2002

   [ ]        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
       For the transition period from ________________ to ________________
                        Commission file number: 001-16063

                            JUPITER ENTERPRISES, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in it charter)


<TABLE>
<S>                                                                             <C>
                             NEVADA                                                         98-0208667
-----------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)                  (IRS Employer Identification No.)
</TABLE>


                 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 November 15, 2002, the issuer
had 478,301 shares of common stock, $0.001 par value, outstanding.

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


<PAGE>


                                      INDEX

<TABLE>
<CAPTION>
                                                                                                 PAGE
                                                                                                 ----
<S>                                                                                              <C>
PART I - FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS.                                                          F-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
                                                  SEPTEMBER 30, 2002 (UNAUDITED)
--------------------------------------------------------------------------------




<TABLE>
<S>                                                                    <C>
ASSETS
   Other assets:
    Deferred charges                                                   $  57,509
                                                                       ---------
      Total other assets                                                  57,509
                                                                       ---------
      Total assets                                                     $  57,509
                                                                       =========


LIABILITIES
  Current liabilities:
    Accounts payable and accrued expenses                              $ 113,691
    Due to related parties                                                64,309
                                                                       ---------
      Total current liabilities                                          178,000
                                                                       ---------

      Total liabilities                                                  178,000
                                                                       ---------

  Commitments and contingencies                                             --

STOCKHOLDERS' EQUITY
  Common stock, $.001 par value, 100,000,000 shares authorized,
     9,566,000 shares issued and outstanding                               9,566
  Capital in excess of par value                                          32,134
  Deficit accumulated during the development stage                      (162,191)
                                                                       ---------
      Total stockholders' equity                                        (120,491)
                                                                       ---------
      Total liabilities and stockholders' equity                       $  57,509
                                                                       =========
</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
                                                     SEPTEMBER 30, 2002 AND 2001
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                       INCEPTION,
                                                     MARCH 12, 1999
                                                         THROUGH           SIX MONTHS ENDED SEPTEMBER 30,
                                                      SEPTEMBER 30,       -------------------------------
                                                          2002               2002                 2001
                                                     --------------       -----------         -----------
<S>                                                  <C>                  <C>                 <C>
Revenues                                                $    --           $      --           $      --
                                                        ---------         -----------         -----------

General and administrative expenses:
  Other administrative expenses                           162,231              56,494              10,611
                                                        ---------         -----------         -----------
    Total operating expenses                              162,231              56,494              10,611
                                                        ---------         -----------         -----------
    (Loss) before taxes                                  (162,231)            (56,494)            (10,611)
                                                        ---------         -----------         -----------

Other income (expense):
  Other income                                               --                  --                  --
  Interest expense                                            (60)               --                   (29)
                                                        ---------         -----------         -----------
    Total other income (expense)                              (60)               --                   (29)
                                                        ---------         -----------         -----------

Provision (credit) for taxes on income:
  Current                                                    --                  --                  --
  Deferred                                                   --                  --                  --
                                                        ---------         -----------         -----------
    Total provision (credit) for taxes on income             --                  --                  --
                                                        ---------         -----------         -----------
     Net (loss)                                         $(162,291)        $   (56,494)        $   (10,640)
                                                        =========         ===========         ===========

Basic earnings (loss) per common share                                    $     (0.01)        $     (0.00)
                                                                          ===========         ===========

Weighted average number of shares outstanding                               9,186,109           9,126,000
                                                                          ===========         ===========
</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
                                                     SEPTEMBER 30, 2002 AND 2001
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                          QUARTER ENDED SEPTEMBER 30,
                                                        -------------------------------
                                                           2002                2001
                                                        -----------         -----------
<S>                                                     <C>                 <C>
Revenues                                                $      --           $      --
                                                        -----------         -----------

General and administrative expenses:
  Other administrative expenses                              33,401               5,010
                                                        -----------         -----------
    Total operating expenses                                 33,401               5,010
                                                        -----------         -----------
    (Loss) before taxes                                     (33,401)             (5,010)
                                                        -----------         -----------

Other income (expense):
  Other income                                                 --                  --
  Interest expense                                             --                   (29)
                                                        -----------         -----------
    Total other income (expense)                               --                   (29)
                                                        -----------         -----------

Provision (credit) for taxes on income:
  Current                                                      --                  --
  Deferred                                                     --                  --
                                                        -----------         -----------
    Total provision (credit) for taxes on income               --                  --
                                                        -----------         -----------
     Net (loss)                                         $   (33,401)        $    (5,039)
                                                        ===========         ===========

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

Weighted average number of shares outstanding             9,245,565           9,126,000
                                                        ===========         ===========
</TABLE>



The accompanying notes are an integral part of these statements.             F-3

<PAGE>


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


<TABLE>
<CAPTION>
                                                            INCEPTION,
                                                          MARCH 12, 1999              SIX MONTHS
                                                              THROUGH             ENDED SEPTEMBER 30,
                                                           SEPTEMBER 30,       -------------------------
                                                               2002              2002             2001
                                                             ---------         --------         --------
<S>                                                          <C>               <C>              <C>
Cash flows from operating activities:
 Net (loss)                                                  $(162,191)        $(56,494)        $(10,640)

Adjustments to reconcile net (loss) to cash
  provided (used) by developmental stage activities:              --
    Decrease (increase) in prepaid expenses                       --               --                148
    (Decrease) increase in accounts payable                    113,691           40,101           (3,360)
                                                             ---------         --------         --------
      Net cash flows from operating activities                 (48,500)         (16,393)         (13,852)
                                                             ---------         --------         --------

Cash flows from investing activities:
  Increase in deferred charges                                 (57,509)         (15,030)            --
                                                             ---------         --------         --------
      Net cash flows from investing activities                 (57,509)         (15,030)            --
                                                             ---------         --------         --------

Cash flows from financing activities:
  Advances from related parties                                 64,309           30,983           13,941
  Proceeds from sale of common stock                            41,700              440             --
  Change in stock subscription held in trust                      --               --               --
                                                             ---------         --------         --------
      Net cash flows from financing activities                    --             31,423           13,941
                                                             ---------         --------         --------


      Net increase (decrease) in cash and equivalents             --               --                 89


Cash and equivalents, beginning of period                         --               --                100
                                                             ---------         --------         --------
Cash and equivalents, end of period                          $    --           $   --           $    189
                                                             =========         ========         ========

Supplemental cash flow disclosures:
  Cash paid for interest                                     $      60         $   --           $     29

  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
                                                     SEPTEMBER 30, 2002 AND 2001
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                        QUARTER ENDED
                                                                                        SEPTEMBER 30,
                                                                                   ------------------------
                                                                                     2002            2001
                                                                                   --------         -------
<S>                                                                                <C>              <C>
 Cash flows from operating activities:
  Net (loss)                                                                       $(33,401)        $(5,039)

 Adjustments to reconcile net (loss) to cash provided (used) by development
   stage activities:
     Changes in current assets and liabilities:
     Prepaid expenses                                                                11,922          (3,041)
     Accounts payable and accrued expenses                                             --             6,941
                                                                                   --------         -------
     Net cash flows from operating activities                                       (21,479)         (1,139)
                                                                                   --------         -------

 Cash flows from investing activities:
 Increase in deferred charges                                                          (990)           --
                                                                                   --------         -------
    Net cash flows from investing activities                                           (990)           --
                                                                                   --------         -------

 Cash flows from financing activities:
   Notes and advances from related parties                                           22,029            --
   Proceeds from sale of common stock                                                   440            --
                                                                                   --------         -------
   Net cash flows from financing activities                                          22,469            --
                                                                                   --------         -------

       Net increase (decrease) in cash and equivalents                                 --            (1,139)

 Cash and equivalents, beginning of period                                             --             1,328
                                                                                   --------         -------
 Cash and equivalents, end of period                                               $   --           $   189
                                                                                   ========         =======

 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
                                                              SEPTEMBER 30, 2002
--------------------------------------------------------------------------------




The accompanying unaudited interim financial statements include all adjustments
which in the opinion of management are necessary in order to make the
accompanying financial statements not misleading, and are of a normal recurring
nature. However, the accompanying unaudited financial statements do not include
all of the information and footnotes necessary for a complete presentation of
financial position, results of operations, cash flows and stockholders' equity
in conformity with U.S. generally accepted accounting principles. Except as
disclosed herein, there has been no material change in the information disclosed
in the notes to the financial statements included in the Company's annual report
for the year ended March 31, 2002. Operating results for the six months ended
September 30, 2002, are not necessarily indicative of the results that can be
expected for the year ended March 31, 2003.

NOTE 1 - DEVELOPMENT STAGE ACTIVITIES:

The Company continues to be a development stage enterprise, and its activities
have been limited to its formation and the raising of equity capital and filings
with the Securities and Exchange Commission. In its current development stage,
management expects to continue to incur losses while the Company implements its
business plan. Prior to December 31, 2001, the Company had plans to become a
direct sales marketing company that markets, distributes and sells its own brand
of natural health products via the internet. As explained below, the Company has
entered into an agreement to acquire certain assets of Beijing MingHe-Han
Science and Technology Co., Ltd., a Chinese company engaged in steel building
fabrication systems for the Chinese building and construction industry. It will
continue to be in the development stage until the asset acquisition is
completed, and operations are commenced in China.

NOTE 2 - CAPITAL STOCK:

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 3 - SUBSEQUENT EVENTS - REVERSE STOCK SPLIT:

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.

NOTE 4 - 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.




                                      F-6
<PAGE>


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




NOTE  5 - UNCERTAINTY, GOING CONCERN:

At September 30, 2002, the Company was not currently engaged in a business and
had suffered losses from development stage activities to date. Although
management is currently attempting to implement its business plan (see Note 1 in
the notes to the financial statements included in the Company's Form 10-KSB as
of the year ended March 31, 2002), is seeking to acquire certain assets as
described in Note 4, 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 September 30, 2002.
The Company has not developed any products or provided any services.

On April 8, 2002, the Company and The MingHe Group ("MingHe"), a Chinese
corporation which operates a construction business in Mainland China, entered
into an Acquisition Agreement wherein the Company will acquire the entire
construction business of MingHe, in exchange for 30,000,000 shares of common
stock of the Company. The Company was not able to complete the transaction as
originally agreed, and is in the process of restructuring the transaction. The
Company plans to issue 3,500,000 million shares of its restricted common stock
to repay approximately $300,000 USD in debt incurred by Beijing MingHe-Han
Science and Technology Co., Ltd. since November 15, 2001 for the formation and
development of the business venture, but has not reached definitive agreement
regarding the same.

On October 21, 2002, the Company completed a 20-for-1 reverse-split of its
common stock, such that one new share of common stock is to be issued for each
twenty shares outstanding.

On October 24, 2002, the Company announced that it acquired the joint venture
rights to an 800 unit log home real estate development project from Beijing
MingHe-Han Science & Technology Co., Ltd. The "Olympia Villas" development is
located in the district of Shunyi, Beijing City. The Company plans to develop
the project with state owned Beijing Shunyi Dalong Chengxiang Construction
Development Corporation.

The Company is in need of funding to complete the transaction described above.
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.

1.       On September 5, 2002, the Company's Board of Directors authorized the
         issuance of 440,000 shares of the Company's restricted common stock to
         Mirador Consulting, Inc. ("Mirador"), pursuant to the Consulting
         Agreement dated September 5, 2002 by and between the Company and
         Mirador. The Company believes that this transaction was exempt from
         registration under Section 4(2) and Rule 506 of the Securities Act of
         1933. The transaction did not involve a public offering, no sales
         commissions were paid, and a restrictive legend was placed on the
         certificate evidencing the shares.

2.       On October 7, 2002, the Company's Board of Directors authorized a
         20-for-1 reverse-split of the Company's common stock, such that one new
         share of common stock is to be issued for each twenty shares
         outstanding. The reverse-split was effective at the close of business
         on October 21, 2002. The number of shares the Company is authorized to
         issue was reduced from 100,000,000 to 5,000,000. The Company's ticker
         symbol also changed from "JPEN" to "JPTR."



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - None.

ITEM 5.  OTHER INFORMATION - None.

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

(a)      Exhibits:

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

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

             2.5                    Termination Agreement between the Company 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 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.)

             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).
</TABLE>


                                       2
<PAGE>


<TABLE>
<CAPTION>
         Exhibit No.                Description
         -----------                -----------
         <S>                        <C>
             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).
</TABLE>



(b)  Reports on Form 8-K

none.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                 JUPITER ENTERPRISES, INC.


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


Date: November 18, 2002

                            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 September 30, 2002, fully
complies with the requirements of Section 13(a) of the Securities Exchange Act
of 1934 and that the information contained in the report fairly presents, in all
material respects, the Company's financial condition and results of operations.


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


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


DATE:  November 18, 2002


                                       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, Yin Mingshan, 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.

November 18, 2002



/s/ Yin Mingshan
--------------------------------------
Yin Mingshan,  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.

November 18, 2002



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



                                       5