UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10KSB
                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2004
                         Commission File Number: 0-19170
                               JUNIPER GROUP, INC.
                 (Name of small business issuer in Its Charter)

    Nevada                                       11-2866771
 ------------                                    ----------
(State or other jurisdiction           (IRS Employer Identification Number)
 of incorporation or organization)
                         111 Great Neck Road, Suite 604,
                           Great Neck, New York 11021
     -----------------------------------------------------------------------
               (address of principal executive offices) (Zip Code)
       Registrant's Telephone Number, including area code: (516) 829-4670
             Securities registered pursuant to Section 12(b) of the
              Exchange Act: NONE Securities registered pursuant to
                       Section 12(g) of the Exchange Act:

                              Title of Each Class:
  -----------------------------------------------------------------------------
                    Common Stock (par value $.001 per share)
      12% Non-Voting Convertible Redeemable Preferred Stock $.10 par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or Section 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter period that  Registrant was required to file such
reports)  and (2) has been subject to such filing  requirements  for the past 90
days. YES X NO--

     Check  if  disclosure  of  delinquent  filers  in  response  toItem  405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ X ]

State  issuer's  revenues for its most recent  fiscal year.  -  $1,329,054.

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
Registrant was  approximately  $1,543,126 based upon the $0.19 average bid price
of these shares on the OTC Bulletin  Board for the period March 1 through  April
6, 2005.

As of April 6, 2005, there were 10,762,688  outstanding  shares of Common Stock,
$.001 par value per share.



[GRAPHIC OMITTED]
<PAGE>


     CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

THIS ANNUAL REPORT ON FORM 10-SBK AND THE INFORMATION  INCORPORATED BY REFERENCE
MAY INCLUDE  "FORWARD-LOOKING  STATEMENTS"  WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. THE COMPANY  INTENDS THE
FORWARD-LOOKING  STATEMENTS  TO BE COVERED  BY THE SAFE  HARBOR  PROVISIONS  FOR
FORWARD-LOOKING  STATEMENTS.  ALL  STATEMENTS  REGARDING THE COMPANY'S  EXPECTED
FINANCIAL POSITION AND OPERATING RESULTS,  ITS BUSINESS STRATEGY,  ITS FINANCING
PLANS AND THE OUTCOME OF ANY CONTINGENCIES ARE FORWARD-LOOKING  STATEMENTS.  THE
FORWARD-LOOKING  STATEMENTS ARE BASED ON CURRENT ESTIMATES AND PROJECTIONS ABOUT
OUR  INDUSTRY  AND  OUR  BUSINESS.  WORDS  SUCH  AS  "ANTICIPATES,"   "EXPECTS,"
"INTENDS," "PLANS," "BELIEVES," "SEEKS,"  "ESTIMATES,"  VARIATIONS OF SUCH WORDS
AND  SIMILAR   EXPRESSIONS   ARE  INTENDED  TO  IDENTIFY  SUCH   FORWARD-LOOKING
STATEMENTS.   THE   FORWARD-LOOKING   STATEMENTS   ARE   SUBJECT  TO  RISKS  AND
UNCERTAINTIES  THAT COULD CAUSE ACTUAL RESULTS TO DIFFER  MATERIALLY  FROM THOSE
SET FORTH OR IMPLIED BY ANY FORWARD LOOKING  STATEMENTS.  THE COMPANY ASSUMES NO
OBLIGATION TO UPDATE PUBLICLY THE FORWARD-LOOKING  STATEMENTS  CONTAINED HEREIN,
WHETHER AS A RESULT OF NEW  INFORMATION,  FUTURE EVENTS OR OTHERWISE,  EXCEPT AS
MAY BE REQUIRED BY LAW.



<PAGE>



PART I

ITEM 1. DESCRIPTION OF BUSINESS

A. General

The  businesses  of Juniper  Group,  Inc.  (the  "Company")  are composed of two
segments:  1)  technology  services  and 2)  entertainment.  The Company and its
subsidiaries operate their businesses from the Company's Great Neck location.

1.  Technology  Services:  The  Company's  technology  operations  are conducted
through two wholly owned subsidiaries of Juniper  Entertainment,  Inc. ("JEI").

2. Entertainment:  The Company's entertainment  operations are conducted through
one wholly owned  subsidiary of JEI,  which is a wholly owned  subsidiary of the
Company.

B.  Business of the Issuer

1. Technology  Services:

a) Broadband Internet Technology Services  ("Juniper")

The Company's  technology  segment is conducted through Juniper  Communications,
Inc.  ("JCOM"),  which is owned 100% by JEI.  JCOM's  emphasis on broadband  and
Internet  technology  focuses  particular  attention  on  services  for  leading
Internet  Broadband  service  providers,  specifically  cable, DSL, wireless and
satellite  companies.   The  adoption  of  new  broadband  capabilities  by  new
residential  and business  internet  users will allow JCOM to continue to expand
its technology deployment and integration services.

The  continuing  expansion of broadband  based  technology  continues at a rapid
pace,  which will  continue to provide a  significant  market for the  Company's
services.  Industry forecasts predict that broadband connections are in place in
as many as 34 million US households as of December 2004, a 31% increase over the
prior  year.  Broadband  connections  are  expected  to  be  nearly  70  million
households by 2008.  New  applications  and  innovative  services for users with
broadband connections to the Internet for information and entertainment services
are rapidly being  introduced.  Some of the new services  offered to these users
include digital cable and high definition TV services, High Speed Internet Data,
VoIP telephony,  Video on Demand,  and Personal  Digital-Video  recording (PVR),
Gaming,  Video and music  downloading,  social  networking,  wireless  broadband
access and service  level  upgrades  for faster  broadband  connections  are all
driving the need for greater bandwidth.

Leading  broadband  service  providers of cable,  DSL,  wireless  and  satellite
high-speed  access to the Internet  continue to increase  their  investments  in
technology in order to offer upgrades, as well as new services to their existing
customers and to the millions of new broadband  users. The Company believes that
the  investment  required  in the  implementation  of  service  expansions  will
continue  to  motivate  broadband  service  providers  to focus  on  their  core
competencies  and  services and to  outsource  many  aspects of their  business,
including  installation and customer support  services,  which is the market for
the Company's services.

The Company  chose to  concentrate  Juniper's  efforts in 2005 on  assuring  the
implementation of its services for its key customers such as Cablevision, Covad,
Motorola and others.

The Company  believes  that this trend for  outsourcing  in the  deployment  and
support for  Broadband  customer  services  will  continue to  strengthen as the
industry matures. As the economic  environment  continues its improvement of the
past year,  the Company  believes  that its  prospects  for the expansion of its
Broadband   technology   business  are  strong.   The  Company   believes   that
infrastructure   build-out,   technology  introduction,   new  applications  and
broadband deployment,  integration and support will continue to be outsourced to
qualified service providers such as Juniper.

In 2004,  JCOM's  efforts were directed  towards adding major new accounts in
the DSL and wireless segments of the market. In addition to continuing its focus
on cable systems  operators,  Juniper  signed  contracts in the DSL and wireless
segments  with  Covad  and  Motorola  in  2004,   and  plans  to  roll  out  its
implementation of nationwide services for these customers in 2005.

During the second half of 2004, JCOM experienced  difficulties in collecting its
receivables from Cablevision. As a result, the Company significantly reduced the
services  provided  to  Cablevision  while  awaiting  payment  of  its  previous
billings.  By late-January 2005 such services were halted.  During January 2005,
total  billings to  Cablevision  were reduced to  approximately  $63,000.  Since
January 2005,  the Company  generated no billings to  Cablevision.  However,  by
mid-April 2005 all outstanding  receivables  were collected from Cablevision and
the Company anticipates reestablishing its relationship.

Juniper establishes  reserves against receivables owned by customers whenever it
is determined that there may be corporate or market issues that could eventually
affect the stability or financial status of these customers or their payments to
the Company.

b) Technology  Cabling Services

The Company's  technology cabling segment is conducted through Juniper Services,
Inc.  ("JSI"),  which was formed in June 2004 and began  conducting  business in
first quarter of 2005. JSI is owned 100% by JEI.  Specific  services provided by
JSI include wiring, infrastructure design, engineering and construction, MDF/IDF
and Head-End  build-out,  multi  dwelling  pre-wire and post wire  construction,
fiber  optic  systems  implementation,  testing and  repair,  and outside  plant
aerial,   underground   and  hard-line   work.The   adoption  of  new  technical
communications  capabilities  by  new  commercial,  government  and  residential
customers requires the build out of infrastructure that will allow JSI to expand
its technology cabling deployment and integration services.

Competition

Services for Broadband infrastructure  deployment have been provided by a mix of
in-house service  organizations and outsourced  support  providers.  Most cable,
satellite and wireless service providers use a mix of both as sources to satisfy
their customer  requirements.  Most  contracted  Broadband  installations  still
remain in the hands of small independent  contractors.

The  Company  continues  to believe  that the present  state of this  fragmented
industry will continue to change as smaller  companies become acquired by larger
companies.   General   Fiber,   180  Connect,   Mastec,   Groupwave  and  Prince
Telecommunications  are examples of firms  showing early growth in the Broadband
deployment segment of this marketplace.  The Company business model is geared to
assimilate these smaller companies as part of its growth strategy.

The Company  believes that the opportunity  continues for significant  growth in
this  market.  While  the  Company  believes  that  substantial  growth  through
consolidation  of  smaller  competitors  is a  significant  opportunity  for the
Company, the greater financial resources of its larger competitors gives them an
advantage in capitalizing on this opportunity.

Despite the Company's good performance  versus its competitors to date, there is
no assurance that the Company's limited financial resources can allow it to take
full  advantage of these  successes,  nor that it will be able to finance  major
growth or acquisition  opportunities.

2. Entertainment

Juniper Pictures, Inc.("Pictures") engages in the acquisition,  exploitation and
distribution  of rights to films to the various media (i.e.,  DVD,  Domestic and
International,  satellite,  home video,  pay-per  view,  pay  television,  cable
television,  networks and  independent  syndicated  television  stations) in the
domestic and foreign  marketplace.

For the  past  several  years,  the  Company  has  reduced  its  efforts  in the
distribution of film licenses to commit and focus its resources on the growth of
the Broadband Technology business, which, during that time, the Company believes
was the most efficient and cost  effective  strategy for the Company to maximize
revenue. Accordingly,  Pictures generated revenue of $15,000 in 2004 and $15,000
in 2003.  Most recently,  during the first quarter of 2005,  Pictures  generated
revenue of approximately $32,000.  Pictures anticipates continued improvement in
reestablishing  itself in the  distribution  of its film  licenses.

Competition

Competition is intense in the motion picture distribution  industry. The Company
will  continue  reallocating  more of its  time and  effort  to the sale of film
licenses  in 2005,  if  Company  resources  are  available.  The  Company  is in
competition with other motion picture distribution companies,  including many of
which have  greater  resources  than the  Company,  both in the  acquisition  of
distribution rights to movie properties and the sales of these properties to the
various markets (i.e. Internet,  pay, cable and television).

3. Major Customers

In 2004,  Cablevision  accounted for 93% of the total revenue of the Company. In
2003,  Cablevision  accounted for 96% of the total  revenue of the Company.  The
Company's  strategy for 2005 is to reduce its'  dependence on a single  customer
and increase its' revenue base to many  broadband  customers.  During the second
half of 2004, JCOM  experienced  difficulties in collecting its receivables from
Cablevision.  As a  result,  the  Company  significantly  reduced  the  services
provided to Cablevision  while awaiting payment of its previous  billings to the
point where such services were discontinued by late-January 2005. During January
2005, total billings to Cablevision were reduced to approximately $63,000. Since
January 2005,  the Company  generated no billings to  Cablevision.  However,  by
mid-April 2005 all outstanding  receivables  were collected from Cablevision and
the Company anticipates reestablishing its relationship.

Employees

James  Calderhead  joined  Juniper's  Technology  Services in February 2005. Mr.
Calderhead will initiate  Juniper's  activities in this new  infrastructure  and
implementation  segment of the operations as its President.

Mr. Alan R. Andrus,  currently  serves as Juniper's Chief Technical  Officer for
the Technology Service Subsidiaries.

Aiding in new opportunity  identification in refinement of Juniper's  Technology
operations in cable services is Mr. Victor  LoBasso as Vice President  Sales and
Marketing,  who has over 30 years  experience in cable  systems,  with Manhattan
Cable (Time Warner, NYNEX, Verizon and CabTel).

As of April 6, 2005,  the Company had 10  full-time  employees  and 10 part-time
employees and independent contractors.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's offices are located at 111 Great Neck Road, Suite 604, Great Neck,
New York 11021. This property consists of 2,105 square feet of offices and is
subleased from Entertainment Financing Inc.("EFI"), an entity 100% owned by the
Chief Executive Officer of the Company, currently at approximately $6,000 per
month. EFI's lease and the Company's sub-lease on this space expire on May 31,
2007. EFI has agreed that for the term of the sub-lease, the rent paid to it
will be substantially the same rent that it pays under its master lease to the
landlord.

ITEM 3. LEGAL PROCEEDINGS

In September 2001, the Company issued 150,000 shares of its common stock in
exchange for a short-term promissory note for $105,000, maturing in October
2001. The subscriber to the shares defaulted upon the maturity of the note. The
Company has pursued collection and has obtained a judgment in New York. Further,
the Company filed the judgment in New Jersey, the state in which the subscriber
resides. During December 2004, the Company agreed to a settlement consisting of
four payment totaling $130,000 over the period December 2004 through April 2005.
In early 2005, after payments totaling $50,000, the subscriber again defaulted
on the settlement. During April 2005, the Company agreed to a final settlement
payment of $70,000 bringing the total proceeds to $120,000. The total legal and
collection costs for the matter are approximately $50,000. A partner in one of
the law firms representing the Company is a member of the Company's board of
directors.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUERS PURCHASERS OF SECURITIES

During  2003,  the  Company's  common  stock was traded on the NASDAQ  Small Cap
Market,  under  the  symbol  "JUNI".  As  of  December  31,  2003,  the  Company
voluntarily  withdrew  its  NASDAQ  listing  and  applied  to be  traded  on the
Over-the-Counter market on the NASD OTC Bulletin Board ("OTCBB").  The Company's
12% Convertible  Redeemable Preferred Stock ("Preferred Stock") is traded on the
OTCBB.  The following  constitutes  the high and low sales prices for the common
stock  as  reported  by  OTCBB  for  each  of the  quarters  of 2003  and  2004,
respectively.  The quotations shown below reflect inter-dealer  prices,  without
retail   mark-up,   mark-down  or  commission  and  may  not  represent   actual
transactions.

On June 5, 2003, the Company's shareholder's approved a one-for-eight stock
split of the Company's common stock. All amounts below reflect actual trading
prices after giving effect to the reverse stock splits.

        2004                            HIGH                    LOW
        ----                            ----                   -----
FIRST QUARTER..................       $ 0.75                   $0.19
SECOND QUARTER.................         0.52                    0.31
THIRD QUARTER..................         0.53                    0.30
FOURTH QUARTER ................         0.35                    0.26

        2003                           HIGH                    LOW
        ----                           ----                   -----
FIRST QUARTER..................       $ 6.48                   $2.40
SECOND QUARTER.................         4.40                    1.19
THIRD QUARTER..................         1.66                     .91
FOURTH QUARTER.................         1.65                     .45

Preferred  stockholders are entitled to receive a dividend out of assets legally
available  for  payment  at a rate  of 12%  per  annum  of the  Preferred  Stock
liquidation preference of $2.00 (or $.24 per annum) per share, payable quarterly
on March 1, June 1,  September 1 and  December 1, in cash or in shares of Common
Stock having an equivalent fair market value.  Unpaid dividends on the Company's
Preferred Stock accumulate.  In January of each year of 2003, 2004 and 2005, the
Board of Directors  authorized  the issuance of shares of the  Company's  common
stock or cash,  which shall be at the discretion of the Chief Executive  Officer
in order  to pay the  accrued  preferred  stock  dividend.  Accrued  and  unpaid
dividends at December 1, 2004 were  $12,472.  No dividends  shall be declared or
paid on the Common  Stock  (other  than a dividend  payable  solely in shares of
Common  Stock) and no Common Stock shall be  purchased,  redeemed or acquired by
the Company unless full  cumulative  dividends on the Preferred  Stock have been
paid or declared,  or cash or shares of Common Stock have been set aside,  which
is sufficient to pay all dividends  accrued on the Preferred  Stock for all past
and then current dividend periods.

The Company has not  declared  cash  dividends  on its Common Stock and does not
intend to do so in the foreseeable  future. If the Company  generates  earnings,
management's policy is to retain such earnings for further business development.
It plans to maintain  this policy as long as necessary to provide  funds for the
Company's  operations.  Any future  dividend  payments will depend upon the full
payment  of  Preferred  Stock  dividends,  the  Company's  earnings,   financial
requirements and other relevant factors, including approval of such dividends by
the Board of  Directors.

As of April 6, 2005, there were  approximately 300 shareholders of record of the
Company's Common Stock,  excluding shares held in street name.

As of January 31, 2005,  the following  information  is provided with respect to
compensation plans (including individual compensation  arrangements) under which
equity  securities of the Company are  authorized  for  issuance,  aggregated as
follows:

<TABLE>
<CAPTION>
                                        Number of         Weighted average         Number of
                                     securities to be     exercise price of        securities
                                       issued upon           outstanding      remaining available
                                       exercise of        options, warrants   for future issuance
                                       outstanding           and rights
                                    options, warrants
             Plan category              and rights
                                           (a)                   (b)                  (c)
      <S>                               <C>                     <C>                 <C>
      Equity compensation plans
      approved by security
      holders                                   0               $0.00                     0

      Equity compensation plans
      not approved by security
      holders                           2,486,875               $0.47               137,348
                                   --------------------- -------------------- ---------------------
      Total                             2,486,875               $0.47               137,348
                                   ===================== ==================== =====================
</TABLE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S DISCUSSION OF 2004 OPERATIONS

In 2004 Juniper  focused on its  relationship  with  Cablevision  Corporation in
Broadband Cable services, and on winning contracts with Covad in the DSL market,
and with Motorola's Canopy Wireless  Broadband  Division in that market segment.
The  Cablevision  opportunity,  generated  most of JCOM's  revenue for the year.
Cablevision   is   headquartered   on  Long  Island,   close  to  the  Company's
headquarters. Although Cablevision is ranked as the sixth largest cable services
company  in the U.S.,  its New York  Metropolitan  Area  system is ranked as the
number one Cable operation in the US with nearly 3 million subscribers. In 2004,
Cablevision  utilized  Juniper's  services in Brooklyn and in New York's Nassau;
and Suffolk  counties,  allowing  Juniper the  advantage  of local and  hands-on
management  in the delivery of its  services.  This  proximity of  Cablevision's
services afforded Juniper the opportunity to spend considerable time working on,
fine tuning and implementing  innovative  approaches to delivering its services,
and increasing the  productivity and  profitability  of these services.  It also
allowed   the   Company  to  focus  on   development   of  a  service   delivery
infrastructure,  which would allow it to improve  its  services to  Cablevision.
Cablevision relies heavily on outsourced installation services, and as a result,
considered its subcontractors as business partners in providing contract support
for its outsourced  installation services.

In 2004,  Juniper continued to work on refining its infrastructure and processes
and instituting innovative vehicle and fuel management controls,  tools and test
equipment  provisioning  processes,  employee and supervisory  compensation  and
incentive  programs,   dispatching,   billing,   and  consumables   provisioning
activities  in order to create a  business  model  that can be  duplicated  on a
national  level.  Juniper was able to increase  productivity  of its technicians
substantially  by  instituting  improved  workload,  management  and  scheduling
processes.

The Company will evaluate the performance of current and potential new customers
in terms of service pricing costs and payments to assure the  profitability  and
positive   cash   flow   operations.

Cablevision  is  a  contractually  and   performance-demanding   customer,   and
significant  upfront expenses were nonetheless  incurred and investments made to
provide customer required insurance coverage,  supervisory and quality assurance
support, technician training and test equipment purchases. The development of an
equipment  tracking and  reconciliation  database was a priority for Juniper and
its expected to contribute to improved and acceptable  receivables turnaround in
2005.

The Company will continue to evaluate the  performance  of current and potential
new  customers  in terms of service  pricing  costs and  payments  to assure the
profitability and positive cash flow operations.

The Company  continued  to work on the  identification  of high margin areas for
growth in 2005,  and found  major  opportunities  in  several  key areas of DSL,
Wireless Broadband and  Infrastructure  Wiring and Cabling services that Juniper
will  target.

The foremost of these are support of Wireless/Tower services. Wireless Broadband
is primarily  being  supported  by smaller  companies  qualified  and skilled at
performing  cellular  and  wireless  installations  on cellular  towers,  and at
residential and commercial locations.  Building alliances with companies in this
key  segment  of  the  Broadband  market,   Juniper  developed   strategies  and
capabilities and began its entry into this attractive and high growth portion of
the  marketplace.  Juniper  has signed an  agreement  to provide  its service to
Motorola Inc. and began providing  services as Motorola  exclusive  Professional
Services  provider for Canopy  product  wireless  tower and  subscriber  antenna
installations.  The Company  invested  up front costs in order to meet  customer
requirements and provide customer satisfaction. The Company is currently seeking
additional  financing to allow it to take  advantage  of its position  with this
major customer  including other high margin growth  opportunities  for 2005 that
Juniper has targeted.

These new DSL, Wireless and Infrastructure  Cabling business  opportunities will
remain Juniper's primary focus in 2005. Juniper has begun aggressive new account
marketing  efforts in these areas, with specific focus on broadening its base of
high margin customer accounts and with a continuing emphasis on Cable companies,
including  Cablevision,  Comcast,  Time  Warner,  Cox and other  cable  industry
leaders, as well as other Broadband opportunities.

The  Company  reserves  against  receivables  owed by  customers  whenever it is
determined that these may be operational,  corporate or market issues that could
eventually  offset the  stability  or  financial  status of these  customers  or
payments to Juniper.

There is no assurance that the Company will be successful in obtaining  required
financing  for these  efforts,  nor can it be  assured  that its  services  will
continue to be provided  successfully,  or that customer demand for its services
will  continue to be strong  despite  customer  forecasts of expanded  workloads
through 2005.

RESULTS OF OPERATIONS

Fiscal Year 2004 Vs Fiscal Year 2003

The Company's  revenues,  which was all in entertainment and technology services
segment, increased to $1,329,000 in 2004 from $1,182,000 in 2003, representing a
12.5% increase.  Revenue in this segment was mainly  attributed to the growth of
the Juniper business, as the business recorded $1,305,000 of its 2004 revenue as
compared to $1,167,000 in 2003, or a 12% increase.  This increase  resulted from
the  continued  growth in  Cablevision-Suffolk,  Nassau and Brooklyn  sectors of
Juniper's revenue. The Company is currently utilizing its resources to build the
technology  portion of its business,  and has not devoted  resources  toward the
promotion  and  solicitation  of its film  licenses for the past several  years.
However,  the Company  has, on a limited  basis,  continued  looking for outside
salesmen to help market and merchandise  the films to newly evolving  markets as
well as existing  markets that are not currently  under license.  Certain of the
Company's films that generated  revenue when the contracts were signed are still
under license and are currently being aired by the licensees.  However, in 2004,
Pictures generated $15,000 of revenue.

1n 2004,  the Company  increased  its gross  profit to $263,000  from a negative
$184,000 in 2003,  a 19.5% gross  profit in 2004 from a negative  15.5% in 2003.
Gross Margins technology  services were increased by more than 35% this year, as
revenues from this segment  increased by $147,000 and operating  costs decreased
by nearly  $300,000.  These increases in operating income resulted from improved
compensation  and  incentive   programs,   workload  management  and  technician
scheduling,  which  yielded  increased  productivity,  and from reduced costs of
vehicles, insurance costs,  telecommunications,  tools and test equipment, which
were partially offset by increased fuel prices.

The  entertainment  and  technology  segment   recognized   operating  costs  of
$1,066,000  in 2004,  compared to  $1,350,000 in 2003, a 21.9%  decrease.  This
decrease is primarily  the result of the growth of broadband  services  business
during  this  last  year  and  the  successful   development  of  the  broadband
connectivity business.

Selling,  general and  administrative  expenses  decreased to $2,251,000 in 2004
from $2,374,000 in 2003, a 5.2% decrease.

Of the  $2,251,000  selling,  general  and  administrative  expenses  for  2004,
approximately  $1,258,000  or 56%  was  attributed  to the  operation  of  JCOM,
compared to $864,000  or 36% in 2003.  The  increase in JCOM of $394,000 in 2004
from 2003,  is  primarily  attributed  to an  increase  in salary  and  employee
benefits of $189,000, legal costs of $30,000, workers compensation and liability
insurance  costs of  $116,000,  depreciation  expense of $60,000  and losses and
damages of $90,000  offset by  decreases  in  consulting  fees of $13,000,  rent
expense of $8,000,  auto expense of $17,000,  bank and interest costs of $19,000
and amortization expense of $8,000.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2004, the Company had a working capital deficit of ($1,144,000),
compared to a working  capital deficit of ($1,422,000) at December 31, 2003. The
ratio of current assets to current  liabilities was 0.25:1 at December 31, 2004,
and 0.16:1 at December 31, 2003.  Cash flow used for operations  during 2004 was
($1,270,000),  compared  to  cash  flow  used  for  operations  during  2003  of
($1,321,000).  The  Company's  operations  in  2004  were  funded  primarily  by
Convertible  Debentures of  $1,335,000.  The Company has incurred  losses in the
last  several  years and has funded its  operations  primarily  from the sale of
securities in private transactions.

The Company  invested  all of its  resources  in 2004 in capital  purchases  and
providing working capital for Juniper to cover the costs of insurance, vehicles,
equipment,  working gear,  training  facilities,  personnel  and related  costs.
Juniper also continued refining its cable services business model,  reducing its
costs for vehicles, facilities, phones, personnel and administration, and it has
made substantial  progress towards improving the profitability,  performance and
scalability of its service business.

The  Company  invested  in  the  expansion  of  its  executives  and  management
capabilities,  and incurred recruitment and initial expenses of adding personnel
to its management  team.  During 2004 the Company also invested its resources in
the  business  planning  for  participation  in the  implementation  of Wireless
Broadband  Services,  especially in the attractive field of Wireless Antenna and
Tower surveys and  installations.  The Company  signed a  Professional  Services
Agreement  with  Motorola  and was  appointed  as an  exclusive  Motorola-Canopy
Provider for Installations and Services contracted nationwide by Canopy's direct
sales  organization,  which is focusing on major  telecommunications  companies.

Juniper supported several pilot programs in Kansas and North Carolina performing
site surveys and tower  installations for Motorola Canopy's project with Sprint.
These initial services were highly  successful and Motorola  anticipated a major
rollout of Canopy  systems in many  Sprint  territories  in 2005,  which will be
installed  by  Juniper.

The  Company  has  no  material  commitments  for  capital  expenditures  or the
acquisition of films. If cash flow permits however, the Company plans to enhance
its information and  telecommunications  system capabilities to more efficiently
and effectively  provide for Juniper Services.

During 2004, the Company did not have sufficient cash to pay for the cost of its
operations  or  to  pay  its  current  debt  obligations.   The  Company  raised
approximately  $1,335,000 for working capital, for capital purchases and for the
payment  of debt  through  the  sale  of  unregistered  securities  (convertible
debentures,  notes payable and common  stock).  Among the  obligations  that the
Company  has not had  sufficient  cash to pay its payroll  obligations.  Certain
employees have agreed,  from time to time, to receive the Company's common stock
in lieu of cash.  In these  instances the Company has  determined  the number of
shares to be issued to  employees  based upon the unpaid net pay and the current
market price of the stock. Additionally,  the Company registered these shares so
that the employees can immediately  sell their stock in the open market.  A plan
of payment for the past due payroll taxes is currently being negotiated.  During
the first quarter of 2005,  approximately $31,000 was paid for past due payroll
taxes,  which are  reflected  in current  liabilities  on the  Balance  Sheet at
December 31, 2004.  These funds  originated  from the  operations  of JCOM.

The  Company  has  suffered   recurring  losses  from  operations  which  raised
substantial doubt about its ability to continue as a going concern.  The Company
believes  that it will need  additional  financing  to meet its  operating  cash
requirements  for the current level of operations  during the next twelve months
and will require  additional capital in order to complete its planned expansion.
The Company has developed a plan to reduce its liabilities and improve cash flow
through expanding operations.  This program has been implemented  throughout the
Company in all executive,  management,  administrative  and operational  groups.
During the first quarter 2005, Juniper has taken advantage of the slowed pace of
broadband  installations  by  redirecting  its  objectives  to  adjust  for  new
opportunities  in the  broadband  industry and by  restructuring  its direct and
overhead expenses.  Juniper has instituted a series of operational  refinements,
which are aimed at increasing its gross margins from both its cable and wireless
implementation  services.  Juniper has  reorganized  its staffing model for more
efficient  use of its  field  personnel.  It has  adjusted  its mix of fixed and
variable  costs to assure  that its  operational  expenses  more  closely  match
customer workflow demands.

Juniper has created  compensation  incentive  programs  for both  technical  and
management personnel focused on performance and productivity. Additionally, part
of the Company's plan includes raising  additional funds either through issuance
of debt or equity.  From  January 1, 2005  through  April 6, 2005,  the  Company
raised  approximately  $177,000,  through offerings under private  placements or
convertible debentures.  The Company intends to raise the necessary funds it may
require for the remainder of 2005 through public or private sales of securities.
If the  Company  is unable to fund its cash flow  needs,  it may  reduce or stop
planned expansion, or scale back operations.

The Company  currently does not have any lines of credit.

During 2004 and 2003, the Company focused its resources on the growth of Juniper
business,  which  during  that time was the most  efficient  and  cost-effective
strategy  for the Company to maximize  revenue.

As  of  December  31,  2004,  the  Company  has  $135,000  principal  amount  of
capitalized  leases  payable and  $1,710,000 of notes payable  outstanding.  The
Company's  capital leases and notes accrue  interest at rates ranging from 9% to
24% per annum,  and mature at varying  dates,  through 2008.

Entertainment  and Technology  Services

During its 2004 year-end seasonal  slowdown,  Juniper is taking advantage of its
reduced  pace of  broadband  installations  by  slowing  down its  services  and
revising  its  operations  delivery  model and by  restructuring  its direct and
operational   overhead  cost  structure.   Juniper  is  instituting   series  of
operational refinements which are aimed at increasing the gross margins from its
cable broadband  implementation  services.  Juniper has reorganized its staffing
model  for  more  efficient  use  of its  field  personnel.  It has  implemented
reductions  in its  fixed and  variable  costs to  assure  that its  operational
expenses  more  closely  match  customer and company  expectations.  Juniper has
further  revised its  compensation  programs for both  technical and  management
personnel with increased  focused on performance  and  productivity.

Based upon what we have learned from our experience  with  Cablevision,  Juniper
has  engaged  in the  development  of  its  next  generation  of  financial  and
operational  systems  software.  This  system  which  will be  based  on  Oracle
software,  will provide improved real time control and management  visibility of
its operational system for dispatch, scheduling, asset management and logistics,
and its financial  systems for payroll,  billing,  collections  and  accounting.

These systems will enhance its management and control of current Juniper service
customers, as well as the new nationwide opportunities in cabling,  construction
and network  implementation  it intends to pursue.

Seasonality

The  Company has found that the  residential  Broadband  business  slows down in
December  and  continues  into the early part of the first  quarter of the year.
This is offset by heavier demand in the March-November  period. The slowing down
in the first part of 2005,  has allowed  Juniper to  restructure  its management
team and begin  diversified  pursuit of new  cabling,  construction  and network
services opportunities.

Inflation

The Company believes that inflation has generally not had a material impact on
its operations.

Backlog

None

ITEM 7. FINANCIAL STATEMENTS

The response to this item follows Item 13.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None

Item 8A. CONTROLS AND PROCEDURES

i) Evaluations of disclosure controls and procedures.

Based on evaluation of the  effectiveness of the Company's  disclosure  controls
and  procedures  as of a date  within 90 days of the filing  date of this annual
report, the Chairman,  Chief Executive Officer and Chief Financial Officer,  who
is the  same  person,  concluded  that the  Company's  disclosure  controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company  required to be included in the  Company's  periodic SEC
filings.

ii) Changes in internal control.

Disclosure  controls and procedures are our controls and other  procedures  that
are  designed to ensure that  information  required to be disclosed by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized  and reported,  within the time periods  specified in the SEC's rules
and forms.  Disclosure  controls and  procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by us in  the  reports  that  we  file  under  the  Exchange  Act  is
accumulated and communicated to our management,  including  principal  executive
officer  and  principal  financial  officer,  as  appropriate,  to allow  timely
decisions regarding required disclosure.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of the evaluation.



             THE BALANCE OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

The  Company's  Certificate  of  Incorporation  provides  for no less than three
Directors.  Each  Director  shall hold office  until the next annual  meeting of
shareholders  and until his  successor  has been elected and  qualified.  At the
present time there are a total of three (3) Directors. The Board of Directors is
empowered to fill  vacancies on the Board.  The Company's  Directors,  Executive
Officers  and key  employees  are listed  below:

                                     POSITIONS
NAME                       AGE           W/COMPANY            DIRECTOR  SINCE
----                       ---           ----------           ---------------
Vlado P.  Hreljanovic      57        Chairman of the Board,          1987
                                     President, CEO and CFO

Barry S. Huston            58        Director                        2000

Peter W. Feldman           60        Director                        2003

James A. Calderhead        40        President/Juniper                ---

Alan R. Andrus             61        Chief Technical Officer/         ---
                                     Juniper

DIRECTORS

Vlado P.  Hreljanovic  has been  the  President,  Chief  Executive  Officer  and
Chairman of the Board since 1987. Upon graduation  from Fordham  University,  he
joined  KPMG  (formerly  Peat  Marwick  Mitchell  & Co.) as an  accountant.  Mr.
Hreljanovic  is and has been the  sole  shareholder,  officer  and  director  of
Entertainment Financing, Inc., which has no business other than acting as lessee
of the Company's  offices in Great Neck,  New York,  and the  sub-lessor of such
premises to the Company.

On October 31,  2000,  Barry S. Huston was elected to the Board of  Directors to
fill one of the vacancies on the Board. Mr. Huston is a practicing  attorney and
the senior  partner of Huston & Schuller,  P.C, a New York law firm with offices
in Manhattan and East Hills, Long Island. He is a member of the New York Bar and
the  Federal  Courts in New York,  the United  States Tax Court and the  Supreme
Court of the United States.  Mr. Huston holds a B.A.  degree from Queens College
of the City  University of New York in 1969, and a J.D. from Brooklyn Law School
in 1972.  Mr. Huston  specializes  in complex  civil and  corporate  litigation,
including healthcare and professional  liability,  product liability,  toxic and
environmental  torts,  and labor law and construction  litigation.  He is also a
member of numerous national and local law associations.

Peter W.  Feldman was  elected to the Board of  Directors  of the Company  April
2003.  Mr.  Feldman is actively  involved in physician  practice  management and
consulting  services for physician  based business in the state of Florida.  Mr.
Feldman has been the Managing  Director of a Kentucky  Fried  Chicken  franchise
since 1972. He was a Director and officer of Labels For Less, a discount women's
clothing  chain,  from 1975 through 1990.  Additionally,  Mr.  Feldman was Chief
Financial Officer and Administrator of Morris Industrial Builders, a real estate
developer,  from 1985  through  1991.  Mr.  Feldman  has been the  principal  of
International  Food and Development,  Inc., a company that develops and operates
restaurants throughout the Caribbean.

KEY EMPLOYEES

James Calderhead  joined Juniper in February 2005 to head up Juniper.  He brings
over 20 Years of experience in telecommunications to the Company. Mr. Calderhead
is  expert  in Cable  voice,  video  and data  services  and in  developing  and
executing business plans. Mr. Calderhead has previously  directed the deployment
of  operating  support  systems  and  software  to  support  major new  customer
opportunities.

Before joining Juniper, Mr. Calderhead was previously employed at 180 Connect as
a Regional Operations Executive and as a Sr. Director of Operations.  He managed
all technical staff supporting  cable services  accounts,  increasing  personnel
from 300 to 800 in one year.  He achieved  organic  growth to $10 million  while
focused on profitability  and customer  satisfaction.  Mr.  Calderhead  acquired
large company  operations and integrated  them  successfully,  and initiated the
company's market entry as an Integrated Communications Provider by launching new
services. He also facilitated  streamlining  processes and procedures to improve
operations and  standardized  reporting and implemented  improved  practices and
procedures in parallel in all company  territories  nationwide.  Mr.  Calderhead
changed the overall  culture of the  employee  base and  assisted in  successful
public offering of 180 connect.

At Covad  Communications,  Mr.  Calderhead  was Director of Network  Engineering
where he was primarily responsible for DSL infrastructure  build-out.  Under his
direction  Covad started with 7 locations where Covad equipment was installed in
Telephone  Company central offices and expanded these to 200 locations  within 6
months.  Covad  eventually  grew its  infrastructure  to 4,286  Central  Offices
servicing 12 million end users over three years.

Mr. Calderhead was also a National Director for  International  Fibercom,  Inc.,
where he was  responsible  for  managing  the  installation  of fiber across the
country.  He directed  consulting,  engineering,  maintenance  and  installation
services pertaining to structured cabling for voice/data/video, network design &
implementation as well as performing marketing services. As a project manager he
led teams of communications  technicians installing the communications  networks
for national projects for HCA, Bright Horizons and Gambro.

Mr.  Calderhead  is a graduate of Albany  Technical  College where he received a
Bachelor of Science  degree.

Alan R.  Andrus,  currently  holds the  position of Chief  Technical  Officer at
Juniper.  Mr. Andrus has served in various high technology  services  management
roles  prior  to  joining  Juniper.  He has  managed  computer,  networking  and
broadband  internet  services,  in startup,  growth,  turnaround and acquisition
environments.

Before  joining  Juniper,  Mr.  Andrus  served as President of Computer  Systems
Support/US  Internet  Support from February 2000 until its  acquisition in third
quarter 2000.  Mr.  Andrus also was President and CEO of US Computer  Group from
November 1998,  President of ARAND  Corporation  from September 1996 to November
1998,  Senior Vice  President of Sales,  Marketing  and Strategy for  Technology
Service  Solutions (an IBM/Kodak joint venture  company) from June 1994,  Senior
Vice President of Integrated Solutions and Senior Vice President of Services for
ComputerLand Corporation (later renamed Vanstar Corporation) from February 1988.

Mr.  Andrus  began his career as a systems  engineer at Grumman  Corporation  in
February  1970  and  held  progressively  senior  technical  service  management
positions in Grumman Data  Systems  until June 1983 when he became  President of
Grumman Systems Support Corporation, a position he held until February 1988.

Mr.  Andrus is a graduate of Fordham  University  and did post  graduate work in
management at the University of Southern California School of Business. He later
attended  the Carnegie  Mellon  Graduate  School of Business  Program for Senior
Executives.

Mr.  Andrus has been a member,  Officer  and  Director  of the  Association  for
Services Management  International at various times between 1978 and the present
and served as its Chairman and President in 1989.

Mr. Andrus  co-founded the Service Industry  Association  (also known earlier at
the National  Computer  Service Network and as the  Independent  Service Network
International)  in 1985 and has served as an Officer  and  Director,  and as its
President,  CEO and Chairman during  subsequent  years.

Joining  Juniper as Vice President of Sales and  Marketing,  Victor LoBasso will
assist Juniper in the development of Juniper's  cable services.  Mr. LoBasso has
over thirty years experience in the management of broadband services,  beginning
as CFO and later President of Manhattan Cable  Television,  and later serving as
President of Video Services for NYNEX and as CEO for CabTel  Communications  and
Future Voices.com.  Mr. LoBasso has a great deal of experience in building cable
systems and in staffing and organizing cable  operations and managing  strategic
and daily  operations.  Most  recently  Mr.  LoBasso  worked on  development  of
advanced internet services to utilize the Internet as the basis for the creation
of a music video company.

During his tenure at  Manhattan  Cable,  Mr.  LoBasso  directed the rewiring and
rebuilding of all cable systems in lower and midtown  Manhattan and  implemented
new billing and  communications  in support of the growth of  Manhattan  Cable's
subscriber  base. Mr. LoBasso was  instrumental in negotiations of the company's
franchise and contractual  agreements the City, the State, unions, cable content
providers  and cable  vendors;  and he was  directly  involved  in  governmental
interaction  at the  federal,  state and  community  levels,  addressing  issues
ranging from Cable legislation to neighborhood  concerns.  At the time Manhattan
Cable was the largest single head-end cable system in the United States.

At NYNEX, Mr. LoBasso developed the Video Services  Organization that planned to
distribute  video to 6 million homes in the New York and Boston area. He managed
its  operations  including  Finance,  Technology  and  Engineering,   Operations
Marketing and Programming.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent shareholders are required by regulation to furnish the Company with
copies of all Section 16(a) forms they file.

Based  solely on its  review  of the  copies of such  forms  received  by it, or
written  representations  from  certain  reporting  persons  that  Form 5's were
required and filed for those  persons,  the Company  believes  that,  during the
period from January 1, 2004 through  December 31, 2004, all filing  requirements
applicable to its officers,  directors,  and greater than ten percent beneficial
owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information with respect to the compensation of
the Chief Executive Officer of the Company for services provided to the Company
and its subsidiaries in 2004, 2003 and 2002.

SUMMARY COMPENSATION TABLE

All amounts below are restated, if applicable, to give effect to the June 5,
2003, 1 for 8 reverse stock split.
<TABLE>
<CAPTION>

                                       Annual              Long Term
                                    Compensation          Compensation

                                                                  Restricted
                                                                  Securities
                                                         Stock    Underlying   All Other
Name/Principal Position    Year    Salary     Bonus      Awards   Options(#) Compensation
-----------------------    ----   --------    -----    ---------- ---------- ------------
<S>                         <C>   <C>           <C>        <C>      <C>          <C>

Vlado P. Hreljanovic        2004  $ 92,975(1)   -          -        500,000(2)   $52,233(3)
Chairman of the Board and   2003  $ 67,836(4)   -          -        250,000(5)   $53,871(6)
Chief Executive Officer     2002  $153,117(7)   -          -        130,000(8)   $50,376(9)

</TABLE>

     (1)Throughout  2004, Mr. Hreljanovic  received 155,464 shares as payment of
     net salary of $58,143.48 from a gross salary of $92,975.

     (2)In 2004, Mr. Hreljanovic  received options to purchase 500,000 shares of
     the  Company's  common  stock at an  exercise  price  of $.21 per  share as
     consideration  for his efforts to develop JCOM. These options had provision
     for cashless conversion. As of April 6, 2005, the options were unexercised.

     (3)Other  compensation for Mr. Hreljanovic in 2004 was primarily  comprised
     of automobile  lease  payments and insurance of $25,290 and health and life
     insurance of $26,943.

     (4)Throughout 2003, Mr. Hreljanovic received 46,518 shares of the Company's
     common  stock as payment of net  salary of $62,636  from a gross  salary of
     $67,836.

     (5)In 2003, Mr. Hreljanovic  received options to purchase 250,000 shares of
     the  Company's  common  stock at an  exercise  price of $0.32  per share as
     consideration for his efforts to develop JCOM. These options had provisions
     for cashless conversion, and during 2004, these options were exercised.

     (6)Other  compensation for Mr. Hreljanovic in 2003 was primarily  comprised
     of  automobile lease payments and insurance of $24,222 and health and life
     insurance of $29,649.

     (7)Throughout  2002,  Mr.  Hreljanovic   received  191,664  shares  of  the
     Company's  common  stock as payment of net salary of $138,424  from a gross
     salary of $153,117.

     (8)In 2002, Mr. Hreljanovic  received options to purchase 130,000 shares of
     the  Company's  common  stock at an  exercise  price of $0.42  per share as
     consideration for his efforts to develop JCOM. These options had provisions
     for cashless conversion, and during 2004, the options were exercised.

     (9)Other  compensation for Mr. Hreljanovic in 2002 was primarily  comprised
     of, among things,  automobile  lease  payments and insurance of $25,721 and
     health and life insurance of $24,655.

Aggregate Option Exercises in Last Fiscal Year and Year-end Options

                                                   Number of
                                                   Securities     Value of
                                                   Underlying     Unexercised
                                                   Unexercised    In-the-Money
                             Shares (1)            Options at     Options at
                             Acquired              Year-end (#)   Year-end ($)
                                On         Value   Exercisable/   Exercisable/
Name and Principal Position  Exercise    Realized  Unexercisable  Unexercisable
---------------------------  --------    --------  -------------  ------------
Vlado P. Hreljanovic            -        $   -       500,000/0     $ - /$ -
Chairman of the Board and
Chief Executive Officer (2)

Barry Huston                    -        $   -       150,000/0     $ - /$ -
Director

Peter W. Feldman                -        $   -       100,000/0     $ - /$ -
Director


(1) In 2004, Mr. Hreljanovic, Mr. Huston and Mr. Feldman received options to
purchase 500,000, 150,000 and 100,000 shares of common stock, respectively, at
the exercise price of $0.21 per share for Mr. Hreljanovic, and $0.19 for Mr.
Huston and Mr. Feldman, as additional compensation as a member of the Board of
Directors. At December 31, 2004, options belonging to Mr. Hreljanovic, Mr.
Huston and Mr. Feldman of 500,000, 150,000 and 100,000, respectively, were
unexercised

Employment  Agreements:  Mr.  Hreljanovic  has an Employment  Agreement with the
Company which expires on April 30, 2005, and that provides for his employment as
President and Chief Executive  Officer at an annual salary adjusted annually for
the CPI Index and for the reimbursement of certain expenses and insurance. Based
on the foregoing formula,  Mr.  Hreljanovic's salary in 2004 was scheduled to be
approximately $201,447. Mr. Hreljanovic's employment agreement has been extended
for an additional year. Additionally, the employment agreement provides that Mr.
Hreljanovic  may receive shares of the Company's  common stock as  consideration
for raising funds for the Company. Due to a working capital deficit, the Company
is unable to pay his entire salary in cash. Mr. Hreljanovic has agreed to forego
$108,472 of his salary for 2004. Pursuant to his employment agreement and in the
best interests of the Company, in lieu of cash, Mr. Hreljanovic agreed to accept
the  issuance of shares of the  Company's  common stock as a part of the payment
for the unpaid salary of 2004. In 2004,  the Company  issued  155,464  shares of
common stock valued at $58,143 as payment of Mr.  Hreljanovic's  net salary.  In
2003,  the Company  issued  46,518  shares of common  stock valued at $62,636 as
payment of Mr. Hreljanovic's net salary.

Under the terms of this employment agreement, the Chief Executive Officer of the
Company is entitled  to receive a cash bonus of a  percentage  of the  Company's
pre-tax profits if the Company's pre-tax profit exceeds $100,000.

Additionally,  if the  employment  agreement is terminated  early by the Company
after a change in control (as defined by the agreement), the officer is entitled
to a lump sum cash payment equal to  approximately  three times his base salary.

On February 7, 2005,  the Company  executed  an  employment  agreement  with Mr.
Calderhead as President of Juniper's Technology Services business. The agreement
is for three years and provides for a salary of $140,000 per year plus a sign-on
bonus of $10,000.  Additionally,  the  agreement  provides Mr.  Calderhead  with
options to purchase  300,000 shares of the Company's  common stock at a price of
$.31 per share.  The  options  expire on February 7, 2010.  The  agreement  also
provides for other usual and customary  benefits,  such as health  insurance and
automobile allowances.

STOCK OPTION PLANS

In 2004, the Company adopted the 2004 Consultant Stock Plan,  which  supplements
all previously  adopted plans.  These plans allow the Company to grant incentive
stock  options,  non-qualified  stock  options  and  stock  appreciation  rights
(collectively "options"), to employees, including officers, and to non-employees
involved in the continuing  development and success of the Company. The terms of
the  options  and  the  option  prices  are to be  determined  by the  Board  of
Directors.  The options  will not have an  expiration  date later than ten years
(five years in the case of a 10% or more stockholder).

At December 31, 2002,  for all plans prior to the 2002 Plan,  all options issued
under the Plans were granted and either exercised or cancelled. During 2003, the
Company  issued  stock  awards for 22,164  shares of common stock under the 2002
Plan. Further with regard to the 2002 Plan, at December 31, 2004, 27,500 options
remain  unissued and available  (see Options  Granted in Note 8 -  Shareholders'
Equity).


With regard to the 2003 Equity  Incentive Plan, at December 31, 2004,  1,450,168
shares were issued 49,832 shares remain unissued and available.

With regard to the 2004 Consultant  Stock Plan, at December 31, 2004,  1,939,984
shares were issued 60,016 shares remain unissued and available.

OPTION/SAR GRANTS TABLE


                     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
[GRAPHIC OMITTED]

                          Number of
                          Securities     % of Total
                          Underlying     Options/SARS
                          Options/SARS   Granted to     Exercise on
                          Granted        Employees in   Base Price   Expiration
         Name                #           Fiscal Year    ($/Share)      Date
----------------------    ------------   -------------- -----------  ---------
Vlado P. Hreljanovic
President/CEO             500,000 (1)           44.4%      $0.21       2/2/09

(1) These options are outstanding and exercisable at December 31, 2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following  table sets forth, as of April 6, 2005 (i) the name and address of
each person who owns of record or who is known by the Board of Directors to be a
beneficial  owner of more than five  percent (5%) of the  Company's  outstanding
common  stock,  (ii)  each of the  Company's  Directors,  and  (iii)  all of the
Company's Executive Officers and Directors as a group.

                                    BENEFICIAL              PERCENT OF COMMON
 NAME AND ADDRESS                   OWNERSHIP               STOCK OUTSTANDING
----------------------              -------------           -----------------
Vlado P. Hreljanovic                1,880,819 (1)                16.7%
111 Great Neck Road
Suite 604
Great Neck, NY 11021

Barry S. Huston                       201,957 (2)                 1.9%
20 Melby Lane
East Hills, NY  11576

Peter W. Feldman                      100,000 (3)                 1.0%
111 Great Neck Road
Suite 604
Great Neck, NY 11021

Officers and Directors as a
 group (3 Persons)                  2,182,776                    19.0%

(1) Includes  500,000  shares of Common Stock  issuable upon exercise of options
granted to Mr.  Hreljanovic  under the 2003 Equity  Incentive Plan.  Includes an
aggregate of 437,227 shares of Common Stock owned by Mr. Hreljanovic's children.

(2) Includes  150,000  shares of Common Stock  issuable upon exercise of options
granted to Mr. Huston under the 2003 Equity Incentive Plan.

(3) Includes  100,000  shares of common stock  issuable upon exercise of options
granted to Mr. Feldman under the 2003 Equity Incentive Plan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company  paid rent under a sublease  during 2004 and 2003 to a company  100%
owned by the  President  of the  Company.  The rents  paid and  terms  under the
sublease are the same as those under the  affiliate's  lease  agreement with the
landlord.  Rent  expense  for the years  ended  December  31,  2004 and 2003 was
$80,200 and  $136,700,  respectively.  Under the sublease,  which  terminates in
2007,  the  future  minimum  amount  payable  over  the  term  of the  lease  is
approximately $179,000.

The Company acquired  distribution rights to two films from a company affiliated
with the Chief Executive Officer of the Company,  for a ten-year license period,
which  expires on June 5, 2008.  The Company is  obligated  to pay such  company
producers'  fees at the contract  rate.  Such payments  will be charged  against
earnings. In 2004 and 2003, no payments were made to such company and no revenue
was recognized from such films.

Throughout 2004 and 2003, the Company's  principal  shareholder and officer made
loans to, and payments on behalf of, the Company and received  payments from the
Company  from time to time.  The  largest net balance due to the officer in 2004
was  $237,000.  The net  outstanding  balance due to the officer was $37,300 and
$203,800 at December 31, 2004 and 2003, respectively.

As part of salary,  bonuses and other compensation,  the Company's President and
Chief Executive  Officer,  was issued 155,464 shares of common stock (See Note 8
of the Notes to Consolidated Financial Statements), valued at $55,143 in 2004
and  46,518  shares  valued  at  $62,636  in 2003.  In  addition,  in 2004,  Mr.
Hreljanovic  received options to purchase 500,000 shares of the Company's common
stock at an exercise price of $0.21 per share as  consideration  for his efforts
to develop JCOM.  These options had provisions for cashless  conversion and were
unexercised  at December 31, 2004.

During 2004 and 2003, legal services were performed by a firm in which Mr. Barry
S.  Huston,  a member of the Company'  Board of  Directors,  is a Partner.  Such
services related to the collection and settlement of various  receivables of the
Company.  For their  services,  Mr.  Huston's  firm receives  compensation  on a
contingent basis (one third upon settlement). During 2004 $5,147 was paid to Mr.
Huston's firm. In 2003 no compensation was paid to Mr. Huston's firm.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits

                              Exhibit Description:

2.1  Agreement  and Plan of Merger  dated as of January  20,  1997  between  the
Registrant and Juniper Group, Inc., a Nevada corporation (2)

3.1 Certificate of Incorporation of the Registrant, as amended (1)

3.2 Amendment to the Certificate of Incorporation of the Registrant, filed March
7, 1997 (3) 3.3 Certificate of  Incorporation  of Juniper Group,  Inc., a Nevada
corporation. (2)

3.4 By-Laws of the Registrant (1)

3.5 Amendment to the By-Laws of the Registrant  approved by  shareholders of the
Registrant on February 12, 1997

3.6 By-Laws of Juniper Group, Inc., a Nevada corporation (2)

4.1 1999 Stock Option Plan (2)

4.2 2000 Stock Option Plan (3)

4.3 2001 Stock Option Plan (4)

4.4 2002 Equity Incentive Plan (5)

4.5 2003 Equity Incentive Plan (6)

4.6 2004 Consultant Stock Plan (7)

21.1 Subsidiaries of Juniper Group, Inc.

31.1 - Certification by President and Chief Financial Officer, Vlado P.
Hreljanovic, pursuant to U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

32.1 -  Certification  by  President  and  Chief  Financial  Officer,  Vlado  P.
Hreljanovic, pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

(1)Incorporated  by reference to the Company's  annual report on Form 10-KSB for
the fiscal year ended December 31, 1996

(2)  Incorporated  by reference to the Company's  Proxy Statement for its Annual
Meeting held on December 30, 1999

(3)  Incorporated  by reference to the Company's  Proxy Statement for its Annual
Meeting held on December 27, 2000

(4)  Incorporated  by  reference to the  Company's  Form S-8 filed on October 1,
2001, as amended on October 30, 2001.

(5)  Incorporated by reference to the Company's Form S-8 filed January 3, 2003.

(6)  Incorporated by reference to the Company's Form S-8 filed July 11, 2003.

(7)  Incorporated by reference to the Company's Form S-8 filed April 26, 2004.

(b) Reports on Form 8-K.

    NONE

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During 2004 and 2003,  there were no billings by Goldstein & Ganz, CPA's P.C. to
the  Company for  Audit-Related  Fees and Tax Fees.  Additionally,  they did not
provide any  services to the Company  related to financial  information  systems
design and implementation.

The aggregate fees billed by Goldstein & Ganz, CPA's P.C. to the Company for the
years ended December 31, 2004 and 2003 are as follows:

                                     2004      2003
                                     ----      ----

Audit Fees (1)...............      $46,500   $37,894
All Other Fees ..............        2,313     1,075
                                   -------   -------
Total Fees for Services Provided   $48,813   $38,969
                                   =======   =======

(1) Audit services included (a) the annual audit (including  required  quarterly
reviews)  and other  procedures  required  to be  performed  by the  independent
auditor to be able to form an opinion on the  Company's  consolidated  financial
statements,  and (b) services that only the independent  auditor  reasonably can
provide, such as services associated with SEC registration statements,  periodic
reports and other documents filed with the SEC or related thereto.


<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                     Page
                                                                     ----
Report of Independent Registered Public Accounting Firm.............  F-2

Consolidated Balance Sheets as of December 31, 2004 and 2003........  F-3

Consolidated Statements of Income for the years ended
December 31, 2004 and 2003..........................................  F-4

Consolidated Statements of Cash Flows for the years ended
December 31, 2004 and 2003..........................................  F-5

Consolidated Statements of Shareholders' Equity for the years
ended December 31, 2004 and 2003....................................  F-6

Notes to Consolidated Financial Statements..........................  F-7





























                                       F-1


<PAGE>



             Report of Independent Registered Public Accounting Firm


To the Board of Directors of
Juniper Group, Inc.

We have audited the accompanying  consolidated  balance sheets of Juniper Group,
Inc. as of December 31, 2004 and 2003 and the related consolidated statements of
operations,  cash flows, and  stockholders'  equity for each of the two years in
the  period  ended  December  31,  2004.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Juniper Group, Inc.
and  subsidiaries  as of December  31,  2004 and 2003,  and the results of their
operations and their cash flows for each of the years then ended,  in conformity
with accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As discussed in Note 10 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from operations, which raises substantial doubt about its ability to continue as
a going concern.  Management's  plans regarding those matters are also described
in Note 10. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

                                         /s/GOLDSTEIN & GANZ, CPA's, P.C.


Great Neck, New York
April 18, 2005


<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEETS
                                                               December 31,
       ASSETS                                              2004          2003
                                                           ----          ----
  Current Assets
  Cash ...........................................     $   26,942    $    2,103
  Accounts receivable - trade (net of allowance)..        177,154        87,125
  Prepaid expenses and other current assets.......        176,042       195,185
                                                       -----------   ----------
    Total current assets .........................        380,138       284,413
  Film licenses ..................................      2,314,843     2,424,782
  Property and equipment net of accumulated
    depreciation of $703,683 and $505,899
    respectively .................................        548,851       567,743
  Other investment................................        200,000       200,000
  Goodwill .......................................        209,106       209,106
  Other assets ...................................            -           5,176
                                                       -----------   ----------
                                                       $3,652,938    $3,691,220
       LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued expenses..........      $1,045,350    $1,024,535
  Notes payable - current .......................         427,062       471,556
  Deferred revenue ..............................           7,250          -
  Due to officer ................................          37,283       203,820
  Due to shareholders............................           7,000         7,000
                                                       -----------   ----------
Total current liabilities........................       1,523,945     1,706,911
Notes payable - long term .......................       1,417,356       179,974
                                                       -----------   ----------
  Total liabilities .............................       2,941,301     1,886,885
                                                       -----------   ----------
Shareholders' Equity
 12% Non-voting convertible redeemable preferred
  stock: $.10 par value, 875,000 shares authorized,
  25,357 shares issued and outstanding at
  December 31, 2004 and December 31, 2003:
  aggregate liquidation preference, $50,714 at
  December 31, 2004 and December 31, 2003..........         2,536         2,536
 Common Stock - $.001 par value, 75,000,000 shares
  authorized, 9,558,534 and 4,579,749 issued and
  outstanding at December 31, 2004 and December
  31, 2003, respectively ........................           9,558         4,529
 Capital contributions in excess of par:
  Attributed to preferred stock .................          22,606        22,606
  Attributed to common stock ....................      20,960,671    19,871,331
 Retained earnings (deficit).....................     (20,201,206)  (17,998,054)
 Preferred stock dividend payable................          12,472         6,387
                                                       -----------   ----------
                                                          806,637     1,909,335
Less: Note for subscription receivable...........         (95,000)     (105,000)
                                                       ----------    ----------
Total shareholders' equity ......................         711,637     1,804,335
                                                       ----------    ----------
                                                       $3,652,938    $3,691,220
                                                       ===========   ==========
                 See Notes to Consolidated Financial Statements
                                       F-3
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                        CONSOLIDATED STATEMENTS OF INCOME








                                                    Year Ended December 31,
                                                     2004              2003
                                                  -----------       -----------
Revenues:
  Entertainment and Technology Services.......  $   1,329,054     $ 1,181,552
Operating Costs:
  Entertainment and Technology Services.......      1,065,748       1,365,120
                                                  -----------       -----------
Gross Profit                                          263,306        (183,568)

Selling, general and administrative expenses...     2,250,952       2,373,809
Revaluation of film licenses .................         94,939         115,877
Preferred stock dividend......................          6,086           6,086
Interest expense..............................        134,481          50,362
Loss on Tags..................................            -           264,669
                                                  ------------      -----------
                                                    2,486,458       2,810,803
                                                  ------------      -----------
Net (loss) before other income                     (2,223,152)     (2,994,371)
Other income
  Settlement income                                    20,000              -
                                                  ------------      -----------
Net (loss)....................................  $  (2,203,152)   $ (2,994,371)
                                                  ============      ===========

  Weighted average number of
    shares outstanding .......................       8,030,555      2,890,260
                                                   ============     ===========
Basic and diluted net (loss)
  per common share ...........................  $        (0.27)   $     (1.04)
                                                   ============     ===========








                 See Notes to Consolidated Financial Statements
                                       F-4

<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                     Year Ended December 31,
                                                      2004           2003
                                                  -----------    -----------
Operating Activities:
Net (loss)                                        $(2,203,152)    $(2,994,371)
Adjustments to reconcile net cash provided by
  operating activities:
  Amortization of film licenses.................       15,000          15,000
  Depreciation and amortization expense.........      184,636         160,318
  Payment of officers' compensation with equity        55,143          62,636
  Payment of various expenses with equity.......      139,365         106,455
  Payment of compensation to employees and
    consultants with equity.....................      618,337         634,990
  Revaluation of film licenses .................       94,939         115,877
  Loss on disposition of assets.................        4,833           8,454
  Preferred Stock dividend declared                     6,085           3,043
Changes in other operating assets and liabilities:
  Accounts receivable...........................      (90,029)        107,257
  Prepaid and other current assets..............       29,474         472,815
  Other assets .................................        5,176          (2,144)
  Due to officers and shareholders .............     (166,537)        (16,819)
  Due from affiliates...........................         (331)             31
  Dividend payable..............................         -              1,522
  Accounts payable and accrued expenses ........       29,815           5,311
  Deferred revenue .............................        7,250            -
                                                  -----------     -----------
  Net cash (used for) operating activities......   (1,269,996)     (1,319,625)
                                                  -----------     -----------
Investing activities:
  Purchase of equipment and licenses...........       (94,522)       (240,135)
                                                  -----------     ------------
  Net cash (used for) investing activities.....       (94,522)       (240,135)
                                                  -----------     ------------
 Financing activities:
  Investment in and advances to Tags............         -            166,115
  Payment of borrowings ........................     (142,112)           -
  Proceeds from borrowings .....................    1,335,000         464,857
  Proceeds from private placements..............      196,469         924,002
                                                  -----------     ------------
  Net cash provided by financing activities.....    1,389,357       1,554,974
                                                  -----------     ------------
  Net increase(decrease) in cash ..............        24,839          (4,786)
  Cash at beginning of period ..................        2,103           6,889
                                                  -----------     ------------
  Cash at end of period ........................  $    26,942     $      2,103
                                                  ===========     ============
                 See Notes to Consolidated Financial Statements
                                       F-5


<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>

<CAPTION>

                              Preferred Stock                    Common Stock
                              ---------------                -----------------------
                                   Capital Capital
                                    Contributions            Contributions Retained
                          Par Value   in Excess   Par Value    in Excess   Earnings
                           at $.10     of Par     at $.001      of Par     Deficit
                         ---------   ----------   ---------   -----------  ------------
  December 31, 2002       $2,686     $23,943      $ 573      $17,680,057  (15,003,683)
                          --------   ----------   ---------   -----------  ------------
<S>                         <C>       <C>         <C>            <C>       <C>    <C>

Shares issued as payment for:
  Various expenses......       -          -         273          106,182          -
  Compensation to
  officers..............       -          -          47           62,589          -
  Compensation to
  Employees and
  consultants...........       -          -       1,248          633,742          -
Various liabilities.....       -          -         317          174,678          -
Private placements......       -          -       1,833          922,169          -
Preferred stock exchanged
  for common stock......    (150)     (1,337)         1            1,486          -
Purchase of equipment and
  Licenses..............       -          -         237          290,428          -
Net (loss) for the year
 ended December 31, 2003       -          -           -               -    (2,994,371)
                          ------     --------    ------      -----------  ------------
  December 31, 2003        2,536      22,606      4,529       19,871,331   (17,998,054)
                          ------     --------    ------      -----------  ------------
Exercise of Options.....                            168             (168)
Shares issued as payment for:
  Various expenses......       -          -         610          138,755          -
  Compensation to
   officers.............       -          -         155           54,988          -
  Compensation to
   employees and
   consultants..........       -          -       2,684          615,653          -
  Purchase of fixed assets     -          -         451           75,604
Private placements......       -          -         914          195,555          -
Various liabilities....        -          -          47            8,953          -
Net (loss) for the year
 ended December 31, 2004       -          -           -                -    (2,203,152)
                          ------     --------    ------      -----------  ------------
  December 31, 2004       $2,536     $22,606     $9,558      $20,960,671  $(20,201,206)
                          ======     ========    ======      ===========  ============

                 See Notes to Consolidated Financial Statements
                                       F-6

</TABLE>

<PAGE>



                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies

Description of Business

Juniper Group, Inc.'s (the "Company") principal businesses are composed of
entertainment and technology services.

Entertainment  and  Technology   Services:   The  entertainment  and  technology
operations  are  conducted  through three wholly owned  subsidiaries  of Juniper
Entertainment, Inc., ("JEI") which is a wholly owned subsidiary of the Company.

The Company curtailed its efforts in the entertainment business to commit and
focus its resources on the growth of the Technology Services, which the Company
believes was the most efficient and cost effective strategy for the Company to
maximize revenue. Accordingly, Juniper Pictures generated $15,000 of revenue in
2004 and $15,000 of revenue in 2003.

Entertainment and Technology Services:

a) Broadband Technology Services

Juniper Communications Inc. ("JCOM"), formerly known as Juniper Internet
Communications, Inc. The Company's broadband technology business is conducted
through this division.

JCOM's  emphasis on  broadband  focuses on the  provision of services to leading
Broadband Internet Service Providers such as Cable companies, DSL, Satellite and
Wireless services providers,  and manufacturers of electronic  equipment used by
these providers.

JCOM's  ongoing  contractual   services  are  principally  provided  in  various
locations in and around the New York  Metropolitan  area,  but it also  supports
wireless and DSL integration and installation projects nationwide.

JCOM provides broadband  connections to homes subscribing to the Cable companies
services and to businesses  subscribing  to DSL companies'  Broadband  services.
JCOM's services are provided under subcontracts with the Cable companies and the
DSL providers to provide these services.  In addition,  JCOM has contracted with
Motorola  to provide  Wireless  Broadband  Antenna and  subscriber  installation
services for equipment  which  Motorola sells to  telecommunications  companies.
Specific services provided by JCOM,  include systems  integration,  hardware and
software  installation,   security  software  installation,  email  and  browser
application installation and end-user training orientation.















                                       F-7
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (Continued)

b)  Technology Cabling Services

Juniper  Services,  Inc.  ("JSI")  was formed in June 2004 and began  conducting
business  in  February  2005,  in the area of  cabling  and wiring  required  by
commercial,   governmental   and   residential   customers  as  they  adopt  new
technological capabilities in the broadband data, video and voice service.

Specific  services  provided  by  JSI  include  wiring,  infrastructure  design,
engineering and  construction,  MDF/IDF and Head-End  build-out,  multi dwelling
pre-wire and post wire construction, fiber optic systems implementation, testing
and repair, and outside plant aerial, underground and hard-line work.

c) Entertainment

Juniper Pictures, Inc. ("Pictures") engages in the acquisition, exploitation and
distribution  of rights to films to the various  media (i.e.,  DVD (domestic and
international),  satellite,  home video,  pay-per view,  pay  television,  cable
television,  networks and  independent  syndicated  television  stations) in the
domestic and foreign marketplace.  Juniper Pictures,  Inc. recognized $15,000 of
revenue in 2004, and $15,000 of revenue in 2003.

Principles of Consolidation

The consolidated  financial statements include the accounts of all subsidiaries.
Intercompany  profits,   transactions  and  balances  have  been  eliminated  in
consolidation.

Use of Estimates in the  Preparation of Financial  Statements

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Financial Instruments

The estimated fair values of accounts receivable, accounts payable and accrued
expenses approximate their carrying values because of the short maturity of
these instruments. The Company's debt (i.e. Due to Producers, Notes Payable and
other obligations) does not have a ready market. These debt instruments are
shown on a discounted basis (see

                                       F-8
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (Continued)

Notes 7 and 8) using market rates applicable at the effective date. If such debt
were discounted based on current rates, the fair value of this debt would not be
materially different than their carrying value.

Concentration of Credit Risk

Financial  instruments  which  potentially  subject the  Company to  significant
concentrations  of credit risk are  principally  trade accounts  receivable (See
Note 2).

Concentration  of credit risk with respect to the  entertainment  and technology
services  segment  are  primarily  subject  to the  financial  condition  of the
segment's largest customer,  Cablevision.

Film  Licenses

Film costs are stated at the lower of estimated net realizable  value determined
on an individual film basis, or cost, net of amortization.  Film costs represent
the  acquisition  of film rights for cash and guaranteed  minimum  payments (See
Note 6).

Producers  retain a  participation  in the profits from the sale of film rights,
however,  producers'  share of  profits  is earned  only  after  payment  to the
producer  exceeds the guaranteed  minimum,  where minimum  guarantees  exist. In
these instances, the Company records as participation expense an amount equal to
the producer's  share of the profits.  The Company incurs expenses in connection
with its film licenses, and in accordance with license agreements, charges these
expenses  against the liability to producers.  Accordingly,  these  expenses are
treated as  payments  under the film  license  agreements.  When the  Company is
obligated to make  guaranteed  minimum  payments  over periods  greater than one
year, all long term payments are reflected at their present value.  Accordingly,
in such  case,  original  acquisition  costs  represent  the sum of the  current
amounts due and the present value of the long term payments.

The  Company  maintains  distribution  rights to three films for which it has no
financial obligations unless and until the rights are sold to third parties. The
value of such  distribution  rights has not been reflected in the balance sheet.
The Company was able to acquire  these film rights  without  guaranteed  minimum
financial  commitments as a result of its ability to place such films in various
markets.

Amortization of Intangibles

Amortization  of film  licenses is calculated  under the film  forecast  method.
Accordingly,  licenses are amortized in the proportion  that revenue  recognized
for the period bears to the estimated  future revenue to be received.  Estimated
future  revenue  is  reviewed  annually  and  amortization  rates  are  adjusted
accordingly.

                                       F-9
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (Continued)

Goodwill  represents  the  excess of the  purchase  price over the fair value of
acquired  companies.  The Company  assesses  long-lived  assets for  impairment.
Goodwill  associated with assets acquired in a purchase business  combination is
included  in  impairment  evaluations  when events or  circumstances  exist that
indicate the carrying amount of those assets may not be recoverable.

Intangible  assets at December 31, 2004  consist of goodwill and film  licenses.
Goodwill and intangible  assets with indefinite  lives are not amortized but are
reviewed  annually for impairment,  or more frequently if impairment  indicators
arise.  Separable  intangible  assets that are not deemed to have an  indefinite
life are amortized over their useful lives.  The fair value of the  subsidiaries
for which the Company has recorded  goodwill is tested for impairment  after the
third quarter.  Pursuant to the valuation,  and in  management's  judgment,  the
carrying  amount of goodwill  reflects the amount the Company  would  reasonably
expect to pay an  unrelated  party.

Carrying  Values of  Long-lived  Assets

The Company  evaluates the carrying  values of its long-lived  assets to be held
and used in the business by reviewing  undiscounted cash flows. Such evaluations
are  performed  whenever  events and  circumstances  indicate  that the carrying
amount  of an  asset  may  not  be  recoverable.  If the  sum  of the  projected
undiscounted  cash flows over the remaining lives of the related assets does not
exceed the carrying  values of the assets,  the carrying values are adjusted for
the differences  between the fair values and the carrying  values.

Property and Equipment

Property and equipment including assets under capital leases are stated at cost.
Depreciation  is computed  generally on the  straight-line  method for financial
reporting  purposes over their  estimated  useful lives.

Recognition of Revenue

The Company  follows the guidance in the  Securities  and Exchange  Commission's
Staff Accounting Bulletin no. 101, "revenue recognition" ("SAB 101"). Revenue is
recognized when all of the following conditions exist: persuasive evidence of an
arrangement exists;  services have been rendered or delivery occurred; the price
is fixed or determinable; and collectibility is reasonably assured.

Revenue from licensing  agreements is recognized  when the license period begins
and  the  licensee  and  the  Company  become  contractually  obligated  under a
noncancellable  agreement.  All revenue recognition for license agreements is in
compliance with the AICPA's Statement of Position 00-2,  Accounting by Producers
or Distributors of Films.

Operating Costs

Operating  costs  include costs  directly  associated  with earning  revenue and
include,  among  other  expenses,  salary  or fees and  travel  expenses  of the
individuals  performing the services, and sales commissions.  Additionally,  for
film licensing agreements, operating costs include producers' royalties and film
amortization using the film forecast method is included in operating costs.

                                      F-10
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (Continued)

Stock-Based Compensation

The Company  accounts for employee stock options in accordance  with  Accounting
Principles  Board  Opinion  No. 25 (APB  25),  "Accounting  for Stock  Issued to
Employees." The Company  recognized no compensation  expense related to employee
stock  options,  as no options were granted at a price below the market price on
the day of grant.

Statement of Financial  Accounting Standards No. 123 "Accounting for Stock Based
Compensation"  (SFAS 123)  which  prescribes  the  recognition  of  compensation
expense based on the fair value of options on the grant date,  allows  companies
to continue  applying APB 25 if certain pro forma  disclosures are made assuming
hypothetical fair value method application. See Note 11 - Incentive Compensation
Plans for pro forma disclosures required by SFAS 123 plus additional information
on the Company's stock options.

In December 2004, the Financial  Accounting Standards Board issued a revision of
SFAS 123, Accounting for Stock-Based Compensation, Statement No. 123R. Statement
No.  123R  supersedes  APB  Opinion  No.  25,  Accounting  for  Stock  Issued to
Employees,  and its related implementation guidance and it establishes standards
for the  accounting  for  transactions  in which an entity  exchanges its equity
instruments  for goods or services.  It also addresses  transactions in which an
entity  incurs  liabilities  in exchange for goods or services that are based on
the fair value of the entity's equity  instruments or that may be settled by the
issuance of those  equity  instruments.  Statement  No.  123R  requires a public
entity to measure the cost of  employee  services  received  in exchange  for an
award of equity  instruments  based on the  grant-date  fair value of the award.
That cost  will be  recognized  over the  period  during  which an  employee  is
required  to provide  service in  exchange  for the award  (usually  the vesting
period).  No  compensation  cost is recognized for equity  instruments for which
employees do not render the requisite  service.  The Company will be required to
apply the  provisions of Statement No. 123R  beginning  with its fiscal  quarter
commencing on January 1, 2006,  and therefore the Statement had no impact to the
consolidated  financial  statements  for the year ended  December 31, 2005.  The
Company  has not yet  determined  the method of  adoption or the effect that the
adoption will have on its financial position or results of operations.

Income Taxes

The Company provides for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes". SFAS 109
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the financial statement
carrying amounts and the tax basis of assets and liabilities.

Recapitalization

Effective June 5, 2003, the Board of Directors  authorized a reverse stock split
of the  Company's  common  shares  at the  rate  of one  share  for  each  eight
outstanding shares. Unless stated otherwise, all amounts from prior periods have
been restated after giving effect to this one for eight reverse split.

Net Income Per Common Share

The  provisions  of SFAS  No.  128  "Earnings  per  Share,"  which  require  the
presentation  of both net  income  per  common  share and net  income per common
share-assuming dilution preclude the inclusion of any potential common shares in
the  computation of any diluted  per-share  amounts when a loss from  continuing
operations  exists.  Accordingly,  for both 2004 and 2003, net income per common
share and net income per common share-assuming dilution are equal.

Reclassifications

Certain amounts in the 2003 financial statements were reclassified to conform to
the 2004 presentation. s

                                      F-11
<PAGE>

                              JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (Continued)

New Accounting Pronouncement

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest Entities,  an interpretation of ARB No. 51,"
as revised in December  2003. A Variable  Interest  Entity  ("VIE") is an entity
with  insufficient  equity investment or in which the equity investors lack some
of the characteristics of a controlling financial interest.  Pursuant to FIN 46,
an  enterprise  that absorbs a majority of the  expected  losses of the VIE must
consolidate  the VIE. The provisions of this statement are not applicable to the
Company and therefore have not been adopted.

In December 2004, the FASB issued SFAS No. 123(R),  "Accounting  for Stock-Based
Compensation" ("SFAS No. 123(R)"). SFAS No. 123(R) establishes standards for the
accounting for transactions in which an entity exchanges its equity  instruments
for goods or  services.  This  statement  focuses  primarily on  accounting  for
transactions in which an entity obtains employee services in share-based payment
transactions.  SFAS No.  123(R)  requires  that the  fair  value of such  equity
instruments be recognized as an expense in the historical  financial  statements
as services  are  performed.  Prior to SFAS No.  123(R),  only certain pro forma
disclosures  of fair value were  required.  The provisions of this statement are
effective  for small  business  filers the first interim  reporting  period that
begins after December 15, 2005.

In November 2004, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS") No. 151 "Inventory  Costs." This statement amends  Accounting  Research
Bulletin No. 43,  Chapter 4,  "Inventory  Pricing" and removes the "so abnormal"
criterion that under certain  circumstances could have led to the capitalization
of these  items.  SFAS No.  151  requires  that idle  facility  expense,  excess
spoilage,  double freight and re-handling  costs be recognized as current-period
charges regardless of whether they meet the criterion of "so abnormal." SFAS 151
also requires that allocation of fixed production overhead expenses to the costs
of conversion be based on the normal capacity of the production facilities.  The
provisions of this statement are effective for all fiscal years  beginning after
June 15, 2005.

On December 16, 2004,  the FASB issued SFAS No. 153,  "Exchange of  Non-monetary
Assets",  an amendment of Accounting  Principles  Board ("APB")  Opinion No. 29,
which differed from the  International  Accounting  Standards  Board's  ("IASB")
method of accounting for exchanges of similar productive  assets.  Statement No.
153 replaces the  exception  from fair value  measurement  in APB No. 29, with a
general  exception  from fair value  measurement  for exchanges of  non-monetary
assets  that do not have  commercial  substance.  A  non-monetary  exchange  has
commercial  substance  if the future  cash flows of the entity are  expected  to
change significantly as a result of the exchange. The statement is to be applied
prospectively  and is effective for  non-monetary  asset exchanges  occurring in
fiscal periods beginning after June 15, 2005.

NOTE 2 - Accounts Receivable

The Company  provides an allowance for doubtful  accounts equal to the estimated
uncollectable  amounts. The Company's estimate is based on historical collection
experience and a review of the current status of trade accounts  receivable.  It
is reasonably possible that the Company's estimate of the allowance for doubtful
accounts will change.  Accounts receivable are presented net of an allowance for
doubtful  accounts of $217,916 and  $137,979 at December 31, 2004,  and December
2003, respectively.

NOTE 3 - Property and Equipment

Depreciation  expense for the year ending  December  31, 2004 was  $151,722.  At
December 31, 2004, property and equipment consisted of the following:

Vehicles                                    $  587,157
Equipment                                      401,197
Website                                        207,284
Leasehold improvements                          29,958
Furniture and fixtures                          26,938
                                            ----------
Total property and equipment                 1,252,534
Accumulated depreciation                       703,683
                                            ----------
Property and equipment, net                 $  548,851
                                            ==========

                                      F-12
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - Accounts Payable and Accrued Expenses

At December 31, 2004 and 2003, respectively, the significant components of
accounts payable and accrued expenses were:


                                       2004         2003
                                     --------     --------
Payroll taxes .........              $401,000     $323,000
Accrued payroll .......                13,000      144,000
Insurance .............                99,000      107,000
Legal Fees.............                95,000       65,000
Truck Maintenance  ....                67,000       39,000
                                     --------     --------
                                     $675,000     $678,000
                                     ========     ========

Other accruals relate to selling, general and administrative expenses incurred
in the normal course of business.

NOTE 5 - Film Licenses

At  December  31,  2004 and 2003,  film  licenses  amounted  to  $2,314,843  and
$2,424,782,  respectively.  These  reflect the lower of the  Company's  original
acquisition price less accumulated  amortization (for the distribution rights to
77 film licenses and three  manuscripts) or fair market value.  Such accumulated
amortization  amounted to $405,481  and  $390,480 at December 31, 2004 and 2003,
respectively.

Initially,  the Company is promoting  its film library in the DVD  (domestic and
international),  as well as domestic  television markets.  Secondarily,  it will
utilize  representatives to attend film festivals and penetrate foreign markets,
subject to the Company capital resources.

Based upon the  Company's  estimates of future  revenue as of December 31, 2004,
approximately  44% of the unamortized film licenses will be amortized during the
three years ending December 31, 2007.  Management  expects that greater than 74%
of the  film  licenses  applicable  to  related  television  and  films  will be
amortized by 2009.

The  Company's  policy is to  amortize  film  licenses  under the film  forecast
method. Additionally,  in accordance with SFAS No. 121 (see Note 1), the Company
assesses the value of other film licenses for impairment.


                                      F-13
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - Film Licenses (Continued)

Based upon the  forecast  of future  revenue  anticipated  from the sales of its
films,  the Company has  determined  it  appropriate  to write down the carrying
amount of its film  library by  approximately  $95,000 and  $116,000 in 2004 and
2003, respectively.

Depending  upon the  Company's  success in  marketing  and  achieving  its sales
forecast,  it is reasonably  possible  that the Company's  estimate that it will
recover the carrying  amount of its film library  from future  operations,  will
change in the near term.  As a result of this  potential  change,  the  carrying
amount of the film library may be reduced materially in the near term.

NOTE 6 - Notes Payable

The composition of Notes Payable at December 31, 2004 and 2003, was as follows:

                                                          2004         2003
                                                       --------      ---------
7% Convertible Notes maturing in 2007                 $1,335,000     $    -
Capitalized vehicle leases, payable in monthly
 installments, bearing interest at varying rates
 from 9% to 24%, maturing in 2004 thru 2008              134,417       271,427
Demand notes payable within one year,
 bearing interest at varying rates from 9% to 15%        225,000       225,000
Commercial loan payable in monthly
 installments, bearing interest of 12%
 maturing in March 2004                                      -           5,103
18% Convertible Secured Promissory Notes                 150,000       150,000
                                                       ---------      ---------
                                                       1,844,417       651,530
Less current portion .........................           427,062       471,556
                                                       ---------      ---------
Long term portion ............................        $1,417,355     $ 179,974
                                                      ==========     =========

NOTE 7 - Producers' Minimum Guarantees and Participations

Obligations incurred in connection with the acquisition of film licenses,
including minimum guarantees and producer's participations was $910, at December
31, 2003. The balance at December 31, 2003 was paid in 2004.


                                      F-14
<PAGE>


                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - Shareholders' Equity

All shares and share  prices have been  adjusted  for the one for eight  reverse
stock split effective June 5, 2003.

Throughout  2004 and 2003,  the Company  issued  common  stock  through  various
private  placements and the exercise of options.  The prices at which the shares
were  negotiated  and sold varied,  depending upon the bid and ask prices of the
Company's common stock quoted on the OTCBB stock exchange. In the aggregate, the
Company  received  $196,469  and $924,002  for 913,959 and  1,832,977  shares of
common  stock in 2004 and 2003,  respectively.

In September  2001,  the Company  issued  150,000  shares of its common stock in
exchange  for a short-term  promissory  note for  $105,000,  maturing in October
2001. The subscriber to the shares  defaulted upon the maturity of the note. The
Company has pursued collection and has obtained a judgment in New York. Further,
the Company filed the judgment in New Jersey,  the state in which the subscriber
resides.  During December 2004, the Company agreed to a settlement consisting of
four payment totaling $130,000 over the period December 2004 through April 2005.
In early 2005, after payments totaling  $50,000,  the subscriber again defaulted
on the settlement.  During April 2005, the Company agreed to a final  settlement
payment of $70,000 bringing the total proceeds to $120,000.  The total legal and
collection costs for the matter are approximately  $50,000.  A partner in one of
the law firms  representing  the Company is a member of the  Company's  board of
directors.

In 2004 and 2003, the Company issued  2,838,649 and 1,295,720 shares
of the Company's common stock to employees as  compensation,  valued at $673,480
and $697,626, respectively.

In connection with various expenses and payables for operating  activities,  the
Company  issued  657,668 and 591,591  shares  valued at $148,365 and $281,450 in
2004 and  2003,  respectively.

All shares issued in 2004 and 2003 for notes payable,  indebtedness to producers
and payables for operating  expenses,  were not  registered  and, as such,  were
restricted  shares under the Securities Act of 1933, as amended.

Net (loss) per common share for 2004 and 2003 has been  computed by dividing net
(loss), after preferred stock dividend requirements of $6,085 and $6,085 in 2004
and  2003,  respectively,  by the  weighted  average  number  of  common  shares
outstanding  throughout  the  year of  8,030,555  and  2,890,260,  respectively.

Stock-Based  Compensation  The Company  accounts for employee  stock  options in
accordance with Accounting Principles Board Opinion No. 25 (APB 25), "Accounting
for Stock  Issued  to  Employees."  Under  APB 25,  the  Company  recognizes  no
compensation  expense  related to employee  stock  options,  as no options  were
granted at a price below the market price on the day of grant.

                                      F-14

<PAGE>
                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - Shareholders' Equity (Continued)

Financial Accounting Statement No. 123 "Accounting for Stock Based Compensation"
(FAS 123), which prescribes the recognition of compensation expense based on the
fair value of options on the grant date,  allows companies to continue  applying
APB 25 if certain pro forma  disclosures  are made  assuming  hypothetical  fair
value method application. See Note 11 - Incentive Compensation Plans - pro forma
disclosures  required by FAS 123 plus  additional  information  on the Company's
stock options.

Options Granted

As of December 31, 2004,  options  outstanding  and  exercisable  had a range of
exercise  prices  from  $0.19 to $2.08.  Such  options  had a  weighted  average
exercise price of $0.51,  and a weighted average  remaining  contractual life of
4.1 years.

A summary of option  transactions  for the two years ended  December  31,  2004,
follows (2003 amounts have been restated for the 1 for 8 reverse stock split):

                                                         Weighted
                                                          average
                                   Options              option price
                                                                   .
Outstanding at December 31, 2002    285,000                   $0.40
Granted ........................    715,000                    0.35
Exercised ......................      -                        -
Returned/Expired................    350,000                    0.41
Outstanding at December 31, 2003    650,000                    0.34
Granted ........................  2,482,500                    0.46
Exercised ......................    650,000                    0.34
Returned/Expired................       -                       -   .
Outstanding at December 31, 2004  2,482,000                   $0.46

Convertible Preferred Stock

The Company's 12% non-voting  convertible Preferred Stock entitles the holder to
dividends  equivalent  to a  rate  of 12% of  the  Preferred  Stock  liquidation
preference of $2.00 per annum (or $.24 per annum) per share payable quarterly on
March 1, June 1,  September 1, December 1 in cash or common stock of the Company
having an equivalent fair market value.

At December 31, 2004,  25,357  shares of the Preferred  Stock were  outstanding.
During  2003,  1,500  shares of the  Preferred  Stock were  converted  to common
shares. None were converted during 2004.

                                      F-15
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - Shareholders' Equity (Continued)

On January 14, 2004, the Board of Directors authorized the issuance of shares of
the  Company's  common stock or cash,  which shall be at the  discretion  of the
Chief  Executive  Officer in order to pay the accrued  preferred stock dividend.
Accrued and unpaid dividends at December 31, 2004, were $12,472.  Dividends will
accumulate until such time as earned surplus is available to pay a cash dividend
or until a post  effective  amendment to the  Company's  registration  statement
covering a certain number of common shares reserved for the payment of Preferred
Stock  dividends  is filed and declared  effective,  or if such number of common
shares are  insufficient  to pay  cumulative  dividends,  then until  additional
common shares are registered with the Securities and Exchange  Commission (SEC).

Warrants

On February  16, 2004 and July 2, 2004,  the Company  entered  into two
investment  advisory  agreements  whereby the  investment  advisors will provide
introductions to the financial  community,  assist in raising  capital,  provide
merger and  acquisition  candidates,  and provide other  advisory  services.  In
consideration,  the Company granted warrants to purchase shares of the Company's
common stock at various prices as reflected  below:

             Warrants               Price           Expiration Date

             225,000                 $.20              2/17/09
             300,000                  .65              7/01/10
             133,500                  .70              8/17/09
             300,000                  .75              7/01/10
             399,000                 1.00              7/01/10

At December 31, 2004, none of the warrants were  exercised.

On April 20, 2004, the Company borrowed $75,000 through a private  placement and
granted the note holders  150,000  warrants to purchase  shares of the Company's
common stock at $0.50 with a term of two years, which expires on April 29, 2006.
At  December  31,  2004,  the loan was  repaid  and  none of the  warrants  were
exercised.

Convertible  Promissory  Notes

During 2003, the Company sold $50,000 of convertible  secured  promissory  notes
(See  Note 6 - Notes  Payable).  The  notes  were  sold to  holders  of  similar
convertible  notes in the amount of  $100,000.  All the notes mature in one year
from the date of issuance and bear interest at the rate of 18% per annum.  As of
December  31,  2004,  all of the notes are  outstanding  and due. The Company is
negotiating to extend the payment terms.

                                      F-16
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - Shareholders' Equity (Continued)

7% Convertible Debentures

During the second quarter of 2004, the Company  commenced an offering to sell up
to $2,000,000 of 7% convertible  debentures due May 24, 2007 (the "debentures").
As of December 31, 2004, the Company received $1,335,000 through the sale of the
debentures.  The  debentures  were sold in  varying  amounts,  all with the same
terms.

Each debenture  holder was granted  warrants to purchase shares of the Company's
common  stock at fifty  (50%)  percent  for each  dollar  invested at a price of
$0.65. The term of the warrants is five years. At December 31, 2004, the Company
granted  667,500  warrants to the debenture  holders,  none of the warrants were
exercised.

The  debentures  bear  interest at the rate of 7% per annum and are  convertible
into shares of common stock of Company at a conversion  price which was equal to
the closing bid price of the  Company's  common stock on the date the  debenture
was  issued.  If on any day  after  the  first  anniversary  of the  date of the
debenture (i) the market price of the Company's common stock is $1.00 or more or
(ii) the Company completes a secondary  offering yielding the Company $5 million
or more in gross  proceeds,  then the Company has the right to cause the holders
of the debentures to convert the entire principal amount of the debentures.  The
Company may redeem the  debenture  at any time after their  second  anniversary.

NOTE 9 - Related  Parties

The  Company  paid rent under one  sub-lease  during  2004 and 2003 to a company
affiliated with the Chief Executive Officer.  The lease agreement expires in May
2007. The rent paid and terms under the subleases were substantially the same as
that of the affiliate's lease agreements with the landlord. Rent expense for the
years ended  December 31, 2004 and 2003 was $80,187 and $136,691,  respectively.

The Company acquired  distribution rights to two films from a company affiliated
with the Chief Executive Officer for a license period,  which expires on June 5,
2008.  The Company is  obligated  to pay the  affiliated  producers  fees at the
contract  rate when  revenue  is  recognized  from the sale of the  films.  Such
payments will be charged  against  earnings.  In 2004 and 2003, no payments were
made  to  the  affiliate  and  no  revenue  was  recognized.

The Company owns distribution rights to two films, which were acquired through a
company affiliated with the Chief Executive Officer, that is the exclusive agent
for  the  producers.  This  exclusive  agent  is  100%  owned  by the  principal
shareholder  of the Company,  but receives no  compensation  for the sale of the
licensing rights.


                                      F-17

<PAGE>


                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - Related Parties (Continued)

Additionally,  after  recoupment of original  acquisition  costs,  the principal
shareholder  has  a 5%  interest  as a  producer  in  the  revenue  received  by
unaffiliated  entities.  The Company has  received no revenue  relating to these
films during 2004 and 2003.

Throughout 2004 and 2003, the Company's  principal  shareholder and officer made
loans to, and payments on behalf of, the Company and received  payments from the
Company  from time to time.  The  largest net balance due to the officer in 2004
was  $237,010.  The net  outstanding  balance due to the officer at December 31,
2004 and 2003,  was  $37,283  and  $203,820,  respectively.

As part of salary,  bonuses and other compensation,  the Company's President and
Chief  Executive  Officer,  was issued 155,464 and 46,518 shares of common stock
(See  Notes  8 and  10),  valued  at  $58,143  and  $62,636  in 2004  and  2003,
respectively.

Additionally,  during  2004 and  2003,  the  Company's  President
received  options for 500,000 shares of the Company's common stock at a price of
$0.21 per  share  and  options  for and  250,000  shares at a price of $0.32 per
share, respectively.  During 2004, under a cashless exercise provision,  380,000
options issued to him in 2003 and 2002, were exercised. As a result, he received
87,391 shares of the Company's  common stock.  As of December 31, 2004,  500,000
options owned by the Company's  President were  unexercised.

The Company issued options to other non-employee  directors in 2004 and 2003 for
250,000 and 120,000 shares of the Company's common stock,  respectively.  During
2004,  under a cashless  exercise  provision,  one  director  exercised  170,000
options  issued  to him in 2003 and  2002,  and  received  51,957  shares of the
Company's  common stock. As of December 31, 2004,  250,000  unexercised  options
were held by directors.

The Company also issued options to purchase shares of the Company's common stock
to an Officer of the Company during 2004 and 2003 for 125,000 and 60,000 shares,
respectively.  During 2004,  under a cashless  exercise  provision,  the Officer
exercised  100,000  options issued to them in 2003 and 2002, and received 28,211
shares of the Company's  common stock.  As of December 31, 2004,  125,000 of the
options remain unexercised.

During 2004 and 2003, legal services were performed by a firm in which Mr. Barry
S.  Huston,  a member of the Company'  Board of  Directors,  is a partner.  Such
services related to the collection and settlement of various  receivables of the
Company.  During 2004,  $5,147  payment was paid to Mr.  Huston or his firm.  No
payment was made to Mr. Huston's firm in 2003. For their services,  Mr. Huston's
firm receives compensation on a contingent basis (one-third upon settlement).





                                      F-18
<PAGE>

                              JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - Commitments and Contingencies

Leases

The Company leases its New York office facility under a sublease that expires in
2007 (see Note 9). As of December 31, 2004, future minimum lease payments are as
follows:

                           2005                        $ 72,458
                           2006                          74,875
                           2007                          31,617
                                                       --------
                                                       $178,950
                                                       ========


During  2003,the  year the Company  entered  into several  operating  leases for
vehicles  that expire in 2005.  For the year ended  December 31, 2004,  the auto
lease expense  amounted to $27,512.  The minimum  future lease payments for such
leases are as follows:

                                            Year ending December 31,


                                              2005     $ 32,283
                                                       --------
                                                       $ 32,283
                                                       ========

License Agreements

In some  instances,  film licensors have retained an interest in the future sale
of  distribution  rights  owned by the  Company  above  the  guaranteed  minimum
payments.  Accordingly,  the Company may become obligated for additional license
fees as sales occur in the future.

Employment  Agreements

Mr.  Hreljanovic  has an Employment  Agreement with the Company which expires on
April 30, 2005,  and that  provides for his  employment  as President  and Chief
Executive  Officer at an annual salary  adjusted  annually for the CPI Index and
for the reimbursement of certain expenses and insurance.  Based on the foregoing
formula,  Mr.  Hreljanovic's  salary in 2004 was  scheduled to be  approximately
$201,447.  Mr.  Hreljanovic's  employment  agreement  has been  extended  for an
additional  year.  Additionally,  the  employment  agreement  provides  that Mr.
Hreljanovic  may receive shares of the Company's  common stock as  consideration
for raising funds for the Company.

Due to a working capital deficit, the Company is unable to pay his entire salary
in cash. Mr.  Hreljanovic has agreed to forego a portion of his salary for 2004.
Pursuant to his  employment  agreement and in the best interests of the Company,
in lieu of cash, Mr.  Hreljanovic has agreed to accept the issuance of shares of
the  Company's  common stock as a part of the payment for unpaid salary of 2004,
which is under the Equity  Incentive  Plan. In 2004 and 2003, the Company issued
155,464 and 46,518  shares of common  stock  valued at $58,143 and  $62,636,  as
payment of Mr. Hreljanovic's net salary, respectively.

                                      F-19
<PAGE>


                              JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - Commitments and Contingencies (Continued)

During the first and fourth quarter of 2004, Mr. Hreljanovic forgave $108,471 of
his salary.  Accordingly, to that extent, the financials reflect no compensation
or accrual for such salary for Mr. Hreljanovic during this period.

Additionally,  the Company issued to Mr. Hreljanovic options to purchase 500,000
shares of the Company's  common stock at an exercise price of $0.21 per share as
compensation  for his  efforts  on behalf  of the  Company  (see Note 8).  These
options were unexercised and remain  outstanding at December 31, 2004.

Under the terms of this employment agreement, the Chief Executive Officer of the
Company is entitled to receive a cash bonus when the  Company's  pre-tax  profit
exceeds  $100,000.

On February 7, 2005, the Company executed an employment agreement with Mr. James
Calderhead as President of Juniper's Technology Services business. The agreement
is for three years and provides for a salary of $140,000 per year plus a sign-on
bonus of $10,000.  Additionally,  the  agreement  provides Mr.  Calderhead  with
options to purchase  300,000 shares of the Company's  common stock at a price of
$.31 per share.  The  options  expire on February 7, 2010.  The  agreement  also
provides for other usual and customary  benefits,  such as health  insurance and
automobile allowances.

Litigation

In September  2001,  the Company  issued  150,000  shares of its common stock in
exchange  for a short-term  promissory  note for  $105,000,  maturing in October
2001. The subscriber to the shares  defaulted upon the maturity of the note. The
Company has pursued collection and has obtained a judgment in New York. Further,
the Company filed the judgment in New Jersey,  the state in which the subscriber
resides.  During December 2004, the Company agreed to a settlement consisting of
four payment totaling $130,000 over the period December 2004 through April 2005.
In early 2005, after payments totaling  $50,000,  the subscriber again defaulted
on the settlement.  During April 2005, the Company agreed to a final  settlement
payment of $70,000 bringing the total proceeds to $120,000.  The total legal and
collection costs for the matter are approximately  $50,000.  A partner in one of
the law firms  representing  the Company is a member of the  Company's  board of
directors.

Going Concern

As  shown  in the  accompanying  financial  statements,  the  Company's  Revenue
increased to $1,329,000 in 2004,  from $1,182,000 in 2003; Net loss decreased to
$2,203,000  in 2004,  from  $2,994,000  in 2003;  Working  capital  increased to
negative  $1,144,000 at December 31, 2004, from negative  $1,422,000 at December
31, 2003.

During 2004, the Company did not have sufficient cash to pay for the cost of its
operations or to pay its current debt obligations. The Company raised $1,335,000
through the sale of 7%  convertible  debentures  and  $196,469  through  private
placements for working capital,  capital  purchases and for the payment of debt.
Among the obligations that the Company has not had sufficient cash to pay is its
payroll, payroll taxes and the funding of its subsidiary.  Certain employees and
consultants  have agreed,  from time to time,  to receive the  Company's  common
stock in lieu of cash. In these  instances the Company has determined the number
of shares to be  issued to  employees  and  consultants  based  upon the  unpaid
compensation  and the  current  market  price of the  stock.  Additionally,  the
Company registers these shares so that the shares can immediately be sold in the
open  market.

                                      F-20

<PAGE>

                              JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  10 -  Commitments  and  Contingencies(Continued)

With regard to the balance of the past due payroll taxes, a plan of
payment  has  been  negotiated  with  New  York  State  and is  currently  being
negotiated the Internal Revenue Service. The Company has entered into agreements
for  substantially all the outstanding  balances,  whereas the Company shall pay
approximately  $11,125 per month.

The fact that the Company  continued  to sustain  losses in 2004,  had  negative
working  capital at December 31, 2004 and still requires  additional  sources of
outside cash to sustain  operations,  continues to create  uncertainty about the
Company's  ability to continue as a going  concern.

The Company has developed a plan to reduce its liabilities and improve cash flow
through  expanding  operations  and  raising  additional  funds  either  through
issuance  of debt or equity.  The  ability of the Company to continue as a going
concern is dependent upon the Company's ability to raise additional funds either
through the  issuance  of debt or the sale of  additional  common  stock and the
success of Management's plan to expand operations.  The Company anticipates that
it will be able to raise the necessary funds it may require for the remainder of
2005 through public or private sales of securities.  If the Company is unable to
fund its cash  flow  needs,  the  Company  may have to  reduce  or stop  planned
expansion,  or possibly scale back operations.  The financial  statements do not
include  any  adjustments  that might be  necessary  if the Company is unable to
continue as a going concern.

NOTE 11 - Incentive Compensation Plans

In 2004, the Company adopted the 2004 Consultant Stock Plan,  which  supplements
all previously  adopted plans.  These plans allow the Company to grant incentive
stock  options,  non-qualified  stock  options  and  stock  appreciation  rights
(collectively "options"), to employees, including officers, and to non-employees
involved in the continuing  development and success of the Company. The terms of
the  options  and  the  option  prices  are to be  determined  by the  Board  of
Directors.  The options  will not have an  expiration  date later than ten years
(five years in the case of a 10% or more stockholder).

At December 31, 2002,  for all plans prior to the 2002 Plan,  all options issued
under the Plans were granted and either exercised or cancelled. During 2003, the
Company  issued  stock  awards for 22,164  shares of common stock under the 2002
Plan. Further with regard to the 2002 Plan, at December 31, 2004, 27,500 options
remain  unissued and available  (see Options  Granted in Note 8 -  Shareholders'
Equity).

With regard to the 2003 Equity  Incentive Plan, at December 31, 2004,  1,450,168
shares were issued and 49,832 shares remain unissued and available.

With regard to the 2004 Consultant  Stock Plan, at December 31, 2004,  1,939,984
shares were issued and 60,016 shares remain unissued and available.

                                      F-21
<PAGE>

                              JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 -  Incentive  Compensation  Plans  (Continued)

Statement of Financial  Accounting Standards No. 123

The Company has stock-based  compensation plans, as described above. The Company
applies APB Opinion 25,  Accounting  for Stock Issued to Employees,  and related
Interpretations  in accounting for its plan.  Accordingly,  no compensation cost
has been  recognized  for its fixed stock  option plan or for options  issued to
non-employees for services  performed.  Had compensation for the Company's stock
options been recognized based on the fair value on the grant date, the Company's
income from continuing operations and earnings per share for the two years ended
December 31, 2004, would have been impacted as shown in the following table;

                                       December 31, 2004   December 31, 2003
                                       -----------------   -----------------

Net Income
         As reported                         $(2,203,152)        $(2,994,371)
         Pro Forma                           $(2,297,835)         (3,145,280)

Basic and  diluted  earnings  (loss) per share
         As reported                              $(0.27)             $(1.04)
         Pro Forma                                 (0.29)              (1.09)

NOTE 12 - Income Taxes

For the years  ended  December  31,  2004 and 2003,  no  provision  was made for
Federal and state income taxes due to the losses  incurred during these periods.
As a result of losses  incurred  through  December 31, 2004, the Company has net
operating loss carryforwards of approximately  $17,900,000.  These carryforwards
expire  through  2024.

In  accordance  with SFAS No. 109  "Accounting  for Income  Taxes",  the Company
recognized  deferred tax assets of $7,345,000 at December 31, 2004.  The Company
is dependent on future taxable income to realize deferred tax assets. Due to the
uncertainty  regarding their utilization in the future, the Company has recorded
a related valuation allowance of $7,345,000. Deferred tax assets at December 31,
2004 primarily reflect the tax effect of net operating loss carryforwards.

                                      F-22
<PAGE>

                              JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                             NOTES TO CONSOLIDATED FINANCIAL  STATEMENTS

NOTE 13 - Prepaid  expenses and other  current  assets

At December 31, 2004,  prepaid  expenses and other current  assets  consisted of
significant  items such as: advances to producers of $53,000;  prepaid insurance
expenses of $29,000; and prepaid consulting expenses of $28,000.

At December 31, 2003,  prepaid  expenses and other current  assets  consisted of
significant  items such as:  advances to  producers  of $64,000;  prepaid  legal
expenses of $25,000 prepaid consulting expenses of $24,000.

 Some of the prepaid expenses and other
assets at December  31, 2004 and 2003 were  established  without the use of cash
through the issuance of common stock.  (see Note 17)


NOTE 14 - Other Investments

On July 26, 2002, the Company,  through a wholly owned  subsidiary,  executed an
Agreement to acquire 100% interest in another entity.  Shortly after the initial
acquisition,  the Company was unable to complete the funding of working  capital
as required by the Agreement. Accordingly, the Company's interest was reduced to
40% as provided by the  Agreement.  Further,  based upon the  evaluation  of the
potential of the entity and the Company's  minority  holdings,  the Company sold
25% of its  interest,  leaving  ownership  of a 15%  interest.  The  Company has
recorded an allowance to reflect the balance of the Company's investment at fair
market value.  Based upon the Company's  evaluation  of the  investment  and the
receivable  from the sale,  at December 31, 2003 a reserve was provided for 100%
of the balance of these assets.

                                      F-23

<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - Investments  (Continued)

NetDive,  Inc.

The Company  owns a 1.8%  interest in NetDive,  Inc. a privately  owned  company
specializing in collaborative communications on the Internet.

NOTE  15-  Business  Segment Information

The  operations  of  the  Company  are  divided  into  two  business   segments:
entertainment  and  technology  services  -  consisting  of  1)  a  provider  of
technology  services in the area of communications,  Internet services,  DSL and
other web development and the acquisition and distribution of rights to films to
the  domestic as well as the  foreign  market in the DVD,  satellite,  video and
pay/cable  and  broadband  T.V. and 2)  healthcare - consisting  of managed care
revenue enhancement and healthcare cost containment services.

The Company markets technology  services  throughout the United States and films
are available to be marketed  throughout the world. The Company also markets its
managed  care  revenue  enhancement   services  throughout  the  United  States.
Financial information by business segment is as follows:



                                      F-24
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15- Business Segment Information (continued)


                                                   2004        2003
                                                ----------  -----------
Revenue:
      Entertainment and technology services . $ 1,329,054  $ 1,181,552
                                              ------------  -----------
                                              $ 1,329,054  $ 1,181,552
Cost of Operations
      Entertainment and technology ........   $ 2,424,100   $ 2,655,052
      Healthcare ..........................        18,022       169,502
      Corporate ...........................     1,090,083     1,351,369
                                              -----------   -----------
                                              $ 3,532,205   $ 4,175,923
Operating Income (Loss):
      Entertainment and technology ........   $(1,095,046)  $(1,473,501)
      Healthcare ..........................       (18,022)     (169,502)
      Corporate ...........................    (1,090,083)   (1,351,368)
                                              -----------   -----------
                                              $(2,203,151)  $(2,994,371)
Identifiable Assets:
     Entertainment and technology services.   $ 3,240,577    $3,231,574
     Healthcare ...........................        88,343       104,512
     Corporate ............................       501,644       532,760
                                              -----------   -----------
Total assets for reportable segment .......     3,830,564     3,868,846
Elimination of intersegment investments....      (177,626)     (177,626)
                                              -----------   -----------
Total consolidated assets..................   $ 3,652,938   $ 3,691,220
                                              ===========   ===========
Depreciation Expense:
     Entertainment and technology services.   $   136,319   $    90,995
     Healthcare ...........................        16,026        25,875
     Corporate ............................        24,668        27,955
                                              -----------   -----------
                                              $   177,013   $   144,825
                                              ===========   ===========
Capital Expenditures:
     Entertainment and technology services.   $   187,138   $   530,800
     Healthcare ...........................             -             -
     Corporate ............................             -             -
                                              -----------   -----------
                                              $   187,138   $   530,800
                                              ===========   ===========







                                      F-25

<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - Quarterly Results of Operations  (Unaudited) Below is a summary of the
quarterly results of operations for each quarter of 2004 and 2003:

2004                          First      Second          Third        Fourth
----                        ---------   ---------      ---------    -----------

Revenue ............        $ 224,382   $ 314,467      $ 381,912    $ 408,293
Gross profit (loss)           (39,082)     20,103        136,000      145,467
Net income (loss)...        $(481,019)  $(599,934)     $(377,279)   $(744,920)

Basic and diluted net
income (loss)per common
share ..............        $   (0.08)  $   (0.08)     $   (0.04)   $  (0.08)


2003                          First       Second          Third       Fourth
----                         --------    ---------      ---------    ----------
Revenue  ............       $ 294,576   $  283,173     $  315,220   $ 288,583
Gross  profit (loss)          (53,856)    (110,646)       (73,619)     54,553
Net income  (loss)...       $(507,620)   $(747,554)     $(847,835)  $(891,362)
Basic and diluted net
income (loss)per common
share ..............        $ (0.79)    $ (0.67)       $ (0.38)     $ (0.31)

NOTE 17 - Supplemental Cash Flow Information

Cash  paid  for  interest  totaled  $14,101 and  $47,394  in 2004  and  2003,
respectively.

During 2004, the Company satisfied a significant  number of obligations  without
the use of cash  through  the  issuance of the  Company's  common  stock.  These
obligations  included:  compensation  to  officers,  employees  and  consultants
amounting  to  $673,480;   payment  of  corporate   debt  amounting  to  $9,000;
acquisition  of  equipment  and  licenses  amounting  to  $76,055;  and  certain
corporate expenses amounting to $139,365.

During 2003, the Company satisfied a significant  number of obligations  without
the use of cash  through  the  issuance of the  Company's  common  stock.  These
obligations  included:  compensation  to officers  and  employees  amounting  to
$697,626;  payment of  corporate  debt  amounting to  $174,995;  acquisition  of
equipment  amounting  to  $290,665;  certain  corporate  expenses  amounting  to
$688,657; and certain corporate expenses amounting to $106,455.


                                      F-26

<PAGE>

                              JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 18 - Major Customers

In 2004 and 2003,  Cablevision accounted for 92% and 96% of the total revenue of
the Company, respectively.

NOTE 19 - Subsequent Events

From January 1, 2005 through  April 6, 2005,  the Company  raised  approximately
$177,000 through the sale of its 7% Convertible Debentures and other convertible
promissory notes.







































                                      F-27

<PAGE>



                                   SIGNATURES

In accordance  with section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  Registrant  caused this report to be signed by the  undersigned,  thereunto
duly authorized.


Date: April 18, 2005                       JUNIPER GROUP, INC.



                                            By: /s/ Vlado Paul Hreljanovic
                                                --------------------------
                                                    Vlado Paul Hreljanovic
                                                    President and
                                                    Chief Executive Officer

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.







Signatures                             Titles                       Date
----------                         ------------------           ------------
By:/s/ Vlado Paul Hreljanovic      Chairman of the Board,
-----------------------------      President, Chief Executive
   Vlado Paul Hreljanovic          Officer (Principal Executive
                                   and Financial Officer)       April 18, 2005



By:/s/Barry S. Huston              Director                     April 18, 2005
-----------------------------
    Barry S. Huston



By: /s/ Peter W. Feldman           Director                     April 18, 2005
------------------------------
    Peter W. Feldman







                                      F-28
<PAGE>

                                                                       Ex.31.1


 CERTIFICATION BY PRESIDENT AND CHIEF FINANCIAL OFFICER, VLADO P. HRELJANOVIC,
   PURSUANT TO U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE
                          SARBANES-OXLEY ACT OF 2002.

I, Vlado P.  Hreljanovic,  certify that:

1.I have reviewed this annual report on Form 10-KSB of Juniper Group, Inc.

2.  Based on my  knowledge,  this  annual  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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report.

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as  defined  in  Exchange  Act Rules  13a-14  and  15d-15)  for the
registrant  and have: a) designed  such  disclosure  controls and  procedures or
caused  such  disclosure  controls  and  procedures  to  be  designed  under  my
supervision,  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 annual report is
being prepared;  b) evaluated the  effectiveness of the registrant's  disclosure
controls and procedures  and presented in this report my  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report, based on such evaluation (the "Evaluation Date");
and c) disclosed in this report any changes in the registrant's internal control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially  affect the registrant's  internal control over financial  reporting;
and

5. I have  disclosed,  based on my most recent  evaluation  of the  Registrant's
internal controls,  over financial reporting,  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 and weaknesses 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 over financial controls.






April 18, 2005                          By:  /s/ Vlado P. Hreljanovic
                                             -----------------------
                                             Chairman of the Board, President,
                                             Chief Executive Officer and
                                             Chief Financial Officer

<PAGE>




                                                                   Ex. 32.1


             CERTIFICATION BY PRESIDENT AND CHIEF FINANCIAL OFFICER,
        VLADO P. HRELJANOVIC, PURSUANT TO U.S.C. SECTION 1350, AS ADOPTED
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

In connection  with the Annual Report of Juniper Group,  Inc. (the "Company") on
Form 10-KSB for the year ended  December 31, 2004, as filed with the  Securities
and Exchange Commission on the date hereof ("Report"),  I, Vlado P. Hreljanovic,
Chief  Executive  Officer and Chief Financial  Officer of the Company,  certify,
pursuant  to 18  U.S.C.  SEC.  1350,  as  adopted  pursuant  to Sec.  906 of the
Sarbanes-Oxley  Act of 2002,  that to the best of my  knowledge:  (1) The Report
fully complies with the requirements of section 13(a) or 15(d) of the Securities
and Exchange Act of 1934; and (2) The information contained in the Report fairly
represents,  in all material  respects,  the  financial  condition and result of
operations of the Company.


/s/ Vlado P. Hreljanovic
--------------------------------
Vlado P. Hreljanovic
Chairman of the Board, President
Chief Executive Officer and Chief Financial Officer

April 18, 2005