UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





[ x ]
Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934


For the
fiscal year ended December
31, 2009


[   ] Transition Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934


For the
Transition Period From ______________________ To
___________________________





Commission File Number19170





JUNIPER GROUP,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            11-2866771(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer Identification No.)20283
      State Road 7, Suite 300
              Boca
      Raton, Florida
            
            33498(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant's
telephone number, including area code:(561)
807-8990





Securities
registered pursuant to Section 12(b) of the Act: None





Securities
registered pursuant to Section 12(g) of the Act: Common
Stock, $.0001 par value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o   No
x


Indicate
by check mark whether the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o    No
x


Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x     No
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).Yes x No o





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this Chapter) is not contained herein, and will not
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-K
or any amendment to this Form 10-K.  o





Indicate
by check mark if the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


o
            Large
      accelerated filer
            o
            o
            Accelerated
      filer
            oo
            Non-accelerated
      filer
            o
            x
            Smaller
      reporting company
            x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o    No
x





State the
approximate aggregate market value of the voting and non-voting common equity
held by non-affiliates by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter: $1,393,180as of June
30, 2009.





Number of
shares outstanding of issuer’s Common Stock, $.0001 par value outstanding as
of   April 12, 2010: 142,158,246


List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 31, 2009).  None.











TABLE
OF CONTENTS


(Omits
inapplicable items)


PagePART
      IItem
      1.
            Business
            1Item
      1A.
            Risk
      Factors
            4Item
      1B.
            Unresolved
      Staff Comments
            11Item
      2.
            Properties
            11Item
      3.
            Legal
      Proceedings
            11Item
      4.
            Submission
      of Matters to a Vote of Security Holders – Removed and
      Reserved
            13PART
      IIItem
      5.
            Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of  Equity Securities
            13Item
      6.
            Selected
      Financial Data
            16Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            16Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            23Item
      8.
            Financial
      Statements and Supplementary Data
            23Item
      9.
            Changes
      in and Disagreements with Accountants on Financial Statement
      Disclosure
            23Item
      9A.
            Controls
      and Procedures
            23Item
      9B.
            Other
      Information
            24PART
      IIIItem
      10.
            Directors,
      Executive Officer; Corporate Governance
            24Item
      11.
            Executive
      Compensation
            26Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            27Item
      13.
            Certain
      Relationships and Related Transactions and Director
      Independence
            27Item
      14.
            Principal
      Accountant Fees and Services
            28PART
      IVItem
      15.
            Exhibits
      and Financial Statement Schedules
            29Signatures
            30





We want
to provide you with more meaningful and useful information. This Annual Report
on Form 10-K contains certain "forward-looking statements" (as such term is
defined in Section 21E of the Securities Exchange Act of 1934, as amended).
These statements reflect our current expectations regarding our possible future
results of operations, performance and achievements. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.





Wherever possible, we have tried to
identify these forward-looking statements by words such as “anticipate,”
“believe,” “estimate,” “expect,” “plan,” “intend” and similar expressions. These
statements reflect our current beliefs and are based on information currently
available to us. Accordingly, these statements are subject to certain risks,
uncertainties, and contingencies, which could cause our actual results,
performance, or achievements to differ materially from those expressed in, or
implied by, such statements. These risks, uncertainties and contingencies
include, without limitation, the factors set forth under Item 7.Management’s Discussion and Analysis
of Financial Condition and Results of Operation.


i





PART
I





ITEM
1. DESCRIPTION OF BUSINESS





General





Juniper
Group, Inc. (“Juniper”) is a holding company. The terms “we”, “our”, “us”, “the
Company” and “management” as used herein refers to Juniper Group, Inc. and its
subsidiaries unless the context otherwise requires.





We were
incorporated in the State of Nevada in 1997 and conduct our business through
indirect wholly-owned subsidiaries.   Our business is
predominately focused on the wireless infrastructure service
industry.  These services are operated through two indirect
wholly-owned subsidiaries, which are subsidiaries of Juniper Entertainment,
Inc., our wholly-owned subsidiary.  In prior years we had also been
active in film distribution services. Although we have not fully discontinued
this line of business and will engage in the sale or exploitation of film
licenses if and when opportunities are available, at this time we are not
devoting any Company resources in this area.





Our
wireless infrastructure services operations are conducted through two
wholly-owned subsidiaries of Juniper Services, Inc. (“Services”) a wholly-owned
subsidiary of Juniper Entertainment, Inc. Our wireless infrastructure services
operations consist of wireless infrastructure services on a national basis by
providing broadband connectivity services for wireless telecommunication
networks.





WIRELESS
INFRASTRUCTURE SERVICES:





Our
wireless infrastructure services operating subsidiaries primarily focus their
activities in the Eastern and Central United States, under a new business model
and with new management and new staff. Our focus in 2009 has been on the
rebuilding and investing in our wireless infrastructure services after certain
alleged actions by Michael Calderhead and James Calderhead, former disloyal
employees for breaches of various contractual and fiduciary duties owed to the
Company, resulting in a reduction in construction activity by major
customers. (See Item  3 – Legal Proceedings) Our
intention is to rebuild our presence in order to be able to support the
increased demand in the deployment of wireless/tower system services with
leading wireless telecommunication companies in providing them with maintenance
and upgrading of wireless telecommunication network sites, site acquisitions,
site surveys, co-location facilitation, tower construction and antenna
installation to tower system integration, hardware and software
installations.





General
Description of Wireless Telecommunication Industry and Plan of
Operations





We
believe that the wireless telecommunication companies are increasingly looking
to reposition themselves into an all-in-one service provider bundling and
utilizing the latest available technologies including the application of new
technology such as third generation or fourth generation (“3G” or “4G”), onto
existing networks, and the modification of existing networks. These bundled
services can include email, voice, messaging services, WiFi, Wi Max, banking,
interactive games, music on demand and video on demand.





There are
approximately 270 million wireless subscribers in the Unites States, an increase
of 30% from 2005, according to Cellular Telecommunications and Internet
Association.  Text messaging has been one of the primary increases
over the past several years, with over 110 billion text messages sent every
month.





Rising
wireless telecommunications penetration is becoming affordable and is
contributing to e-commerce growth. The implications and opportunities for online
advertising and marketing are extensive. Wireless customers want Internet access
that is “always on” unlike dial-up connections, and has high-speed performance.
The demand for the internet access and of the data services is increasing due to
the growth in wireless telephone usage through the adoption of new technologies,
such as those incorporated in  “3G” and  “4G”, to provide
high speed enhanced capabilities. These new enhanced data capabilities have also
increased the average per-customer and per-install revenues derived from
wireless telecommunication customers. The result creates a driving need for
adoption of new technologies. In addition, the build out of local municipal WiFi
services has created a shortage of high quality infrastructure service
contractors in the industry.





Leading
providers of wireless high-speed access to the Internet continue to increase
their investments in technology in order to offer upgrades based on “3G” and
“4G”, Wi Max, WiFi and other LTE technologies, as well as new services to their
existing customers and to the millions of new users.  We believe that
the investment required in the implementation of service expansions will
continue to motivate service providers to focus on their core competencies and
outsource many aspects of their business, including construction, maintenance,
and upgrading of wireless telecommunication sites, infrastructure build-out,
which is the market for our services.


- 1
-





We
believe that this trend for outsourcing in the deployment and support for
wireless telecommunication customer services will continue to strengthen as the
industry continues to grow. As the economic environment continues its
improvement of the past year, we believe that our prospects for the expansion of
its wireless telecommunication business are good and an increase in the demand
for the deployment and maintenance service of tower/antenna system services are
good for 2010. We believe that infrastructure build-out, technology
introduction, new applications and deployment, integration and support will
continue to be outsourced to qualified service providers.





The
Company’s focus is to support the revenues and earnings growth of its operations
by increasing its customer base and the array of services and broaden its market
share to enhance revenue performance and gross profit margins.





Services’
opportunity to exploit the new wireless telecommunication infrastructure
integration demand for its services and to take advantage of future wireless
network build outs are limited by the following:





(i)  Financially
supporting the agreements entered into, the continued growth of the business and
technician recruitment, training and payroll, as well as the financing the
operating cash flow requirements from expansion of its high quality technician
services to the providers in order to meet the demand for its services. This
will require additional financing on a timely basis.





(ii)  Maximize   the
capital deployed for potential new services, by evaluating opportunities for
services to customer based on capital investment requirements, the potential
gross profit margin, and the customer’s past payment practices.





(iii)
Accelerating collections thereby reducing outstanding receivables and providing
improved cash flow.


The
Company under the new business model has devoted all of its resources and time
in growing and reorganizing its operational staff.  The new business
model is segregated in sales and operational divisions.  The
operational divisions are in turn separated by market and each market is run by
a Construction Project Manager.  In addition, we have entered into a
staffing agreement whereby the staffing company provides us with additional
construction crews to augment the demand in each market.  In
implementing such a model, it allows management to react immediately to our
customer needs.  In 2010, we will review potential acquisition
candidates in compatible business that can be assimilated into our organization
and provide the company with larger geographical footprint.





COMPETITION





The
markets in which we operate are highly competitive, requiring substantial
resources and skilled and experienced personnel. We compete with other companies
in most of our geographic markets in which we operate, and several of our
competitors are larger companies with greater financial, technical and marketing
resources than we have. In addition, there are relatively few barriers to entry
into the industries in which we operate and, as a result, any organization that
has adequate financial resources and access to technical expertise may become a
competitor. We believe that in 2010 a significant amount of revenue will be
derived from direct bidding for project work, and price will often be an
important factor in the award of such business and agreements.





Accordingly,
we could be under bid by our competitors in an effort by them to procure the
business. We believe that, as demand for services increases, customers will
increasingly consider other factors in choosing a service provider,
including:  technical expertise, financial and operational resources,
nationwide presence, industry reputation and dependability. Management believes
that we will benefit when these factors are considered. There can no assurances,
however, that our competitors will not develop the expertise, experience and
resources to provide services that are superior in both price and quality to our
services, or that we will be able to maintain or enhance its competitive
position.





Services
for wireless telecommunication infrastructure deployment have been provided by a
mix of in-house service organizations and outsourced support providers. Most
wireless telecommunication providers use a mix of both as sources to satisfy
their customer requirements. Most contracted maintenance upgrading of wireless
telecommunication services still remain in the hands of small independent
contractors. We continue to believe that the present state of this fragmented
industry will continue to change as smaller companies become acquired by larger
companies.





We
believe that the opportunity continues for significant growth in this industry.
However, many of our current and potential competitors may have substantial
competitive advantages including:





·
            longer
      operating histories;


·
            significantly
      greater financial resources;


·
            more
      technical and marketing resources;


·
            greater
      brand name recognition; and


·
            a
      larger customer base.





- 2
-


These
competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements and to devote greater resources to develop,
promote and sell their services than we can. Despite our good performance versus
our competitors to date, there is no assurance that our limited financial
resources will allow us to take full advantage of these successes, nor that we
will be able to finance major growth or acquisition opportunities.





MAJOR
CUSTOMERS





In 2009,
one customer, ClearWire US LLC accounted for 81% of our total revenues with the
balance coming from five additional customers.  At December 31, 2009,
ClearWire accounted for 98% of our accounts receivable. There can be no
assurance given that ClearWire will continue as our largest
customer.





EMPLOYEES





We now
have 14 full time employees, including Vlado P. Hreljanovic, our principal
executive officer, and 3 part-time employees.  We utilize the services
of an independent staffing agency to provide labor for our wireless
infrastructure construction and maintenance operations.  This allows
us to manage the demand on our workflow and maintain control on our operational
labor costs.  During the year the staffing personnel has fluctuated
from 25 to 50 members.  Management believes that its relationship with
its employees is generally satisfactory.





GOVERNMENT
REGULATIONS





In
connection with the installation of wiring in underground environments, the
communications industry may in the future be subject to environmental
regulations by various governmental authorities.  Such regulations
could affect the manner in which we perform services.  However, we are
not aware of any existing or probable governmental regulations that may have a
material effect on the normal operations of our business.  There also
are no relevant environmental laws that require compliance by us that may have a
material effect on the normal operations of the business.  Although we
are not directly subject to any federal, state or FCC regulations, the wireless
telecommunication companies must meet certain government and federal
communication requirements.





SEASONABILITY





The
provision of services for wireless infrastructure deployment is affected by
adverse weather conditions and the spending patterns of our customers, exposing
us to variable quarterly results. Inclement weather may lower the demand for our
services in the winter months, as well as other times of the year. Furthermore,
the weather can delay the completion of projects already started in addition to
delaying the commission of new projects. Therefore, we cannot predict that the
financial results for any particular quarter will be the same for any other
quarter.





Natural
catastrophes such as the recent hurricanes in the United States could also have
a negative impact on the economy overall and on our ability to perform outdoor
services in affected regions or utilize equipment and crew stationed in those
regions, which in turn could significantly impact the results of any one or more
reporting periods. However, these natural catastrophes historically have
generated additional revenue subsequent to the event.





INFLATION





We
believe that inflation has generally not had a material impact on our
operations.





BACKLOG





None





FILM
DISTRIBUTION SERVICES





Our film
distribution services have been conducted through Juniper Pictures,
Inc. (“Pictures”) which  historically has been engaged in acquiring
film rights from independent producers and distributing these rights to domestic
and international territories on behalf of the producers to various media (i.e.
DVD, satellite, home video, pay-per view, pay television, television, and
independent syndicated television stations). For the past several years, we have
reduced our efforts in the distribution of film licenses primarily because of
the resources required to continue in today's global markets and deal with
issues such as electronic media and piracy.  At the end of 2009, we
evaluated our film library, taking into account the revenue generated in 2009
and 2008, the resources available to us to continue to pursue opportunities in
this area and the resources necessary to maintain our rights against
international piracy and copyright infringement.  Although we have not
fully discontinued this line of business and will engage in the sale or
exploitation of film licenses if and when opportunities are
available,  at this time we will not aggressively


- 3
-


devote
the resources of the Company in this area. As a result, management has
determined that the film licenses remaining should be fully written off in 2009.
The Company took a charge of approximately $124,000 and $28,000 in 2009 and
2008, respectively, as impairment to film licenses in the accompanying
consolidated statement of operations.





Item
1A. Risk Factors:





Our
business is subject to a variety of risks and uncertainties, which are described
below. These risks and uncertainties are not the only ones we face. Additional
risks and uncertainties not described or not known to management of the Company
may also impair business operations. If any of the following risks actually
occur, business, financial condition and results of operations could be
materially and adversely affected.





AUDITORS
HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.





In their
report dated April 15, 2010 Liebman Goldberg & Hymowitz LLP., stated that
our consolidated financial statements for the years ended December 31, 2009 and
2008 were prepared assuming that we would continue as a going concern. Our
ability to continue as a going concern is an issue raised as a result of
recurring losses from operations. We have experienced net operating losses and
our ability to continue as a going concern is subject to our ability to maintain
and enhance our profitability.





During
2009, the Company changed its auditors to Liebman Goldberg & Hymowitz LLP
from Morgenstern, Svoboda and Bear, CPA, P.C.





WE
HAVE ACCUMULATED LOSSES AND ARE NOT CURRENTLY PROFITABLE.





We have
incurred an accumulated deficit of approximately $47.7 million as
of December 31, 2009 and are currently experiencing negative cash flow. We
expect to continue to experience negative cash flow and operating losses for the
foreseeable future as we continue to make significant expenditures for
acquisitions, sales and marketing, infrastructure development and general and
administrative functions. As a result, we will need to generate significant
revenues to achieve profitability. If our revenues grow more slowly than we
anticipate, or if our operating expenses exceed expectations, we may experience
reduced profitability. A large portion of our annual income (loss) is
attributable to the adjustment of the derivative liability associated with the
fair market value of the embedded derivatives which is based on the market price
of our Common Stock.





IF
WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING CONVERTIBLE DEBENTURES,
WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE
ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE CALLABLE SECURED CONVERTIBLE NOTES,
IF REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE
SALE OF SUBSTANTIAL ALL OF OUR ASSETS.





During
the period from December 28, 2005 through December 31, 2009 the Company entered
into a series of financing arrangements involving the aggregate sale of
approximately $4.5 million in principal amount of convertible debentures and
warrants to purchase 500,230 shares of our Common Stock.





We have
received Notices of Default relating to our Callable Secured Convertible
Notes.  A default on these debt obligations could result in
foreclosure on all of our assets. See Item 3 – Legal
Proceedings.





The
convertible debentures are due and payable, with interest, unless sooner
converted into shares of our Common Stock at various dates though 2012. In
addition, any event of default such as our failure to repay the principal or
interest when due, our failure to issue shares of Common Stock upon receipt of a
notice of conversion from  the holder, our failure to timely file a
registration statement or have such registration statement declared effective,
breach of any covenant, representation or warranty in the Securities Purchase
Agreement or related convertible note, the assignment or appointment of a
receiver to control a substantial part of our property or business, the filing
of a money judgment, writ or similar process against us in excess of $50,000,
the commencement of a bankruptcy, insolvency, reorganization or liquidation
proceeding against us and the delisting of our Common Stock could require the
early repayment of the convertible debentures, including a default interest rate
of 15% on the outstanding principal balance of the notes if the default is not
cured within the specified grace period and as of the end of the last fiscal
quarter the amount to repay the convertible debentures would cost an aggregate
of approximately $4.0 million. We anticipate that the full amount of the
convertible debentures will be converted into shares of our Common Stock in
accordance with the terms of the convertible debentures. If we are required to
repay the convertible debentures, we would be required to use our limited
working capital and raise additional funds. If we were unable to repay the notes
when required, the note holders could commence legal action against us and
foreclose on all of our assets to recover the amounts due. Any such action would
require us to curtail or cease operations.


- 4
-


On
December 18, 2009, Supreme Court of the State of New York, County of New York
Index No. 603782/09, New Millennium Capital Partners III, LLC; ASW Partners,
LLC; ASW Offshore II, Ltd.; ASW Qualified Partners II, LLC; ASW Master Fund II,
Ltd.;  filed an action entitled New Millennium, et. al. versus Juniper
Group, Inc. in the Supreme Court of the State of New York County of New York.
The complaint alleges breach of the terms of certain convertible debentures and
seeks equitable relief and monetary damages of $7.46 million. Juniper has denied
the allegations in the complaint and asserted counterclaims.  A motion
for preliminary injunctive relief is pending. While no estimate of the outcome
can be made, the Company believes it has meritorious defenses and will prevail
in this matter. However, there can be no assurance that we will be successful in
defending against these claims.  We currently do not have the funds to
repay these Notes and if we are unsuccessful in defending their claims, New
Millennium et. al. could foreclose on our assets. New Millennium et. al. is the
note holder of our Callable Secured Convertible Notes with outstanding principal
at December 31, 2009 of approximately $2.6 million.








WE COULD HAVE UNFAVORABLE HEALTH
INSURANCE AND WORKERS COMPENSATION CLAIM EXPERIENCES.





If a
customer does not pay us, or if the costs of benefits we provide to worksite
employees, exceed the fees a client pays us, our ultimate liability for worksite
employee’s payroll and benefits costs could have a material adverse effect on
our financial condition or results of operations.





OUR COMMON STOCK TRADES IN A LIMITED
PUBLIC MARKET, THE NASD OTC ELECTRONIC BULLETIN BOARD; AND IN ADDITION THERE ARE
VARIOUS INDUSTRY FACTORS, WHICH COULD CAUSE INVESTORS TO FACE POSSIBLE
VOLATILITY OF SHARE PRICE.





Our
Common Stock is currently quoted on the NASD OTC Bulletin Board under the ticker
symbol JUNP.OB.  As of April 12, 2010 there were 142,158,246 shares of
common stock outstanding, approximately all were tradable without restriction
under the Securities Act.





Various
industry factors could cause volatility in the market price of our shares.
Factors such as, but not limited to, technological innovations, new products,
acquisitions or strategic alliances entered into by us or our competitors,
government regulatory action, patent or proprietary rights developments, and
market conditions for penny stocks in general could have a material effect on
the liquidity of our Common Stock and volatility of our stock
price.





MANY
OF THE INDUSTRIES WE SERVE ARE SUBJECT TO CONSOLIDATION AND RAPID TECHNOLOGICAL
AND REGULATORY CHANGE, AND OUR INABILITY OR FAILURE TO ADJUST TO OUR CUSTOMERS’
CHANGING NEEDS COULD REDUCE DEMAND FOR OUR SERVICES.





We
derive, and anticipate that we will continue to derive, a substantial portion of
our revenues from customers in the wireless telecommunications industry. The
wireless telecommunications industry is subject to rapid changes in technology
and governmental regulation. Changes in technology may reduce the demand for the
services we provide. New or developing technologies could displace the wireless
systems used for the transmission of voice, video and data, and improvements in
existing technology may allow communications providers to significantly improve
their networks without physically upgrading them. Additionally, the
communications industry has been characterized by a high level of consolidation
that may result in the loss of one or more of our major customers.  
Our success depends also on the continued trend by our customers to outsource
their needs. If this trend does not continue or if our customers elect to
perform the deployment services themselves, our operating results may
decline.





THE
TELECOMMUNICATIONS INDUSTRY IS HIGHLY COMPETITIVE WHICH MAY REDUCE OUR MARKET
SHARE AND HARM OUR FINANCIAL PERFORMANCE.





The
telecommunications industry is highly fragmented, and we compete with other
companies in most of the markets in which we operate, ranging from small
independent firms servicing local markets to larger firms servicing regional and
national markets. We also face competition from existing or prospective
customers that employ in-house personnel to perform some of the same types of
services we provide. There are relatively few barriers to entry into the
industry in which we operate and, as a result, any organization that has
adequate financial resources and access to technical expertise and skilled
personnel may become a competitor.





MOST
OF OUR CONTRACTS DO NOT OBLIGATE OUR CUSTOMERS TO UNDERTAKE ANY WIRELESS
INFRASTRUCTURE PROJECTS OR OTHER WORK WITH US.





A
significant portion of our revenue is derived pursuant to master service
agreements. Under these master service agreements, we contract to provide
customers with individual project services, through purchase orders, within
defined geographic areas on a fixed fee basis. Under these agreements, our
customers have no obligation to undertake any infrastructure projects or other
work


- 5
-


with us.
A significant decline in the projects customers assign to us under these master
service agreements could result in a decline in our revenue, profitability and
liquidity.  In addition, certain of our customers are themselves
construction companies and general contractors employed by providers of wireless
telecommunication services.  As a result, our exposure due to the loss
of a particular customer may be greater on an indirect basis than described
herein.





WE
MAY NOT ACCURATELY ESTIMATE THE COSTS ASSOCIATED WITH OUR SERVICES PROVIDED
UNDER CONTRACTS WHICH COULD IMPAIR OUR FINANCIAL PERFORMANCE.





A
substantial portion of our revenues in 2009 and 2008 were derived from
master service agreements. Under these contracts, the customer sets the
price of our services on a per unit or aggregate basis and assume the risk that
the costs associated with our performance may be greater than we
anticipated.





Our
profitability is therefore dependent upon our ability to accurately estimate the
costs associated with our services. These costs may be affected by a variety of
factors, such as lower than anticipated productivity, conditions at the work
sites differing materially from what was anticipated at the time we bid on the
contract and higher costs of materials and labor. Certain agreements or projects
could have lower margins than anticipated or losses if actual costs for our
contracts exceed our estimates, which could reduce our profitability and
liquidity.





THE
CONCENTRATION OF OUR BUSINESS AMONG LARGE CUSTOMERS COULD INCREASE CREDIT
RISKS.





The
concentration of a portion of our business among a number of large customers
increases our potential credit risks. One or more of these customers could delay
payments or default on credit extended to them. Any significant delay in the
collection of significant accounts receivable could result in an increased need
for us to obtain working capital from other sources, possibly on worse terms
than we could have negotiated if we had established such working capital
resources prior to such delays or defaults. Any significant default could result
in significantly decreased earning and material and adversely affect our
businesses financial condition and results of operations. Revenues derived from
one major customer accounted for 81.2% of our 2009 total revenues.





THE
PROVISION OF SERVICES FOR WIRELESS INFRASTRUCTURE DEPLOYMENT IS SEASONAL AND IS
AFFECTED BY ADVERSE WEATHER CONDITIONS AND THE SPENDING PATTERNS OF OUR
CUSTOMERS, EXPOSING US TO VARIABLE QUARTERLY RESULTS.





The
provision of services for wireless infrastructure services deployment is
affected by adverse weather conditions and the spending patterns of our
customers, exposing the Company to variable quarterly results. Inclement weather
may lower the demand for our service in the winter months, as well as other
times of the year. Furthermore, the weather can delay the completion of projects
already started in addition to delaying the commission of new projects.
Therefore, we cannot predict that the financial results for any particular
quarter will be the same for any other quarter.





Natural
catastrophes, such as the hurricanes and snowstorms, could also have a negative
impact on the overall economy and on our ability to perform outdoor services in
affected regions or utilize equipment and crews stationed in those regions,
which in turn could significantly impact the results of any one or more
reporting periods.





OUR
BUSINESS REQUIRES THE DEPLOYMENT OF SERVICE VEHICLES THROUGHOUT THE MARKETS IN
WHICH WE PROVIDE SERVICES AND INCREASES IN THE COST OF FUEL COULD REDUCE OUR
OPERATING MARGINS.





The price
of fuel needed to operate  our service vehicles and equipment is
unpredictable and fluctuates based on events outside our control, including
geopolitical developments, supply and demand for oil and gas, actions by OPEC
and other oil and gas producers, war and unrest in oil producing countries,
regional production patterns and environmental concerns. Most of our contracts
do not allow us to adjust our pricing. Accordingly, any increase in fuel costs
could reduce our profitability and liquidity.





WE
MAY CHOOSE, OR BE REQUIRED, TO PAY OUR SUBCONTRACTORS OR STAFFING AGENCIES EVEN
IF OUR CUSTOMERS DO NOT PAY, OR DELAY PAYING, US FOR THE RELATED
SERVICES.





We use
subcontractors or staffing agencies to perform portions of our services and to
manage work flow. In some cases, we pay our subcontractors or staffing agencies
before our customers pay us for the related services. If we choose, or are
required, to pay our subcontractors or staffing agencies for work performed for
customers who fail to pay, or delay paying, us for the related work, we could
experience a decrease in profitability and liquidity.





OUR
CUSTOMERS ARE OFTEN LARGE COMPANIES THAT HAVE SUPERIOR BARGAINING
STRENGTH





Most of
our customers are large companies that have a greater bargaining position than
we do in negotiating contracts due to the potential value to us of obtaining
their business and the intense competition we face to obtain that business. This
unequal


- 6
-


bargaining
position could result in our acceptance of less favorable contract terms than we
might otherwise accept, reduced operating margins and material and adverse
effects on our business, financial condition and results of
operations.





THE
DEVELOPMENT AND INSTALLATION OF WIRELESS INFRASTRUCTURE SERVICES REQUIRES
UNDERGROUND WORK, WHICH REQUIRES COMPLIANCE WITH ENVIRONMENTAL LAWS AND OUR
FAILURE TO COMPLY WITH ENVIRONMENTAL LAWS COULD RESULT IN SIGNIFICANT
LIABILITIES.





Some of
the work we perform is in underground environments. If the field location maps
supplied to us are not accurate, or if objects are present in the soil that are
not indicated on the field location maps, our underground work could strike
objects in the soil containing pollutants and result in a rupture and discharge
of pollutants. In such a case, we may be liable for fines and
damages.





In
addition, new environmental laws and regulations, stricter enforcement of
existing laws and regulations, the discovery of previously unknown contamination
or leaks, or the imposition of new clean-up requirements could require us to
incur significant costs or become the basis for new or increased liabilities
that could negatively impact our profitability and liquidity.





OUR
BUSINESS IS SUBJECT TO HAZARDS THAT COULD RESULT IN SUBSTANTIAL LIABILITIES AND
WEAKEN OUR FINANCIAL CONDITION.





Deployment,
construction and maintenance of wireless communication towers undertaken by our
employees involve exposure to electrical lines, heavy equipment, mechanical
failures and adverse weather conditions. If serious accidents or fatalities
occur, we may be restricted from bidding on certain work and certain existing
contracts could be terminated. In addition, if our safety record were to
deteriorate, our ability to bid on certain work could suffer. The occurrence of
accidents in our business could result in significant liabilities or harm our
ability to perform under our contracts or enter into new contracts with
customers, which could reduce our revenue, profitability and
liquidity.





MANY
OF OUR WIRELESS TELECOMMUNICATIONS CUSTOMERS ARE HIGHLY REGULATED AND THE
ADDITION OF NEW REGULATIONS OR CHANGES TO EXISTING REGULATIONS MAY ADVERSELY
IMPACT THEIR DEMAND FOR OUR SPECIALTY CONTRACTING SERVICES AND THE PROFITABILITY
OF THOSE SERVICES.





Many of
our wireless telecommunications customers are regulated by the Federal
Communications Commission. The FCC may interpret the application of its
regulations to telecommunication companies in a manner that is different than
the way such regulations are currently interpreted and may impose additional
regulations. If existing or new regulations have an adverse affect on our
telecommunications customers and adversely impact the profitability of the
services they provide, then demand for our specialty contracting services may be
reduced.





THE
CURRENT AND CONTINUED GROWTH OF OUR OPERATIONS IS CONTINGENT ON OUR ABILITY TO
RECRUIT EMPLOYEES.





In the
event we are able to obtain necessary funding, we expect to experience
significant growth in the number of employees and the scope of our operations.
In particular, we may hire additional sales, marketing and administrative
personnel. Additionally, acquisitions could result in an increase in employee
headcount and business activity. Such activities could result in increased
responsibilities for management. We believe that our ability to increase our
customer support capability and to attract, train, and retain qualified
technical, sales, marketing, and management personnel, will be a critical factor
to our future success.





WE MAY NOT BE ABLE TO MAINTAIN
APPROPRIATE STAFFING LEVELS RELATED TO OUR BILLABLE
WORKFORCE.





If we
maintain or increase billable staffing levels in anticipation of one or more
projects and those projects are delayed, reduced or terminated, or otherwise do
not materialize, we may underutilize these personnel, which could have material,
adverse effects on our business, financial conditions and results of
operations.





THE
COMMUNICATIONS INDUSTRY IS CONSTANTLY GROWING AND EVOLVING. ACCORDINGLY OUR
SUCCESS IS DEPENDENT ON OUR ABILITY TO ADDRESS MARKET
OPPORTUNITIES.





Our
future success depends upon our ability to address potential market
opportunities while managing our expenses to match our ability to finance our
operations. This need to manage our expenses will place a significant strain on
our management and operational resources. If we are unable to manage our
expenses effectively, we may be unable to finance our operations. By adjusting
our operations and development to the level of capitalization, we believe we
have sufficient capital resources to meet projected cash flow deficits. However,
if during that period or thereafter, we are not successful in generating
sufficient liquidity from operations or in raising sufficient capital resources,
on terms acceptable to us, this could have a material adverse effect
on


- 7
-


our
business, results of operations liquidity and financial condition and would
prevent us from being able to utilize potential market
opportunities.





OUR SUCCESS IS DEPENDENT ON
GROWTH IN THE DEPLOYMENT OF WIRLESS NETWORKS AND NEW TECHNOLOGY UPGRADES, AND TO
THE EXTENT THAT SUCH GROWTH SLOWS, OUR BUSINESS MAY BE
HARMED.





Telecommunications
carriers are constantly re-evaluating their network deployment plans in response
to trends in the capital markets, changing perceptions regarding industry
growth, the adoption of new wireless technology, increasing pricing competition
for subscribers and general economic conditions in the United
States.  If the rate of network deployment slows and carriers reduce
their capital investment in wireless infrastructure build-outs or fail to expand
into new geographic areas, our business may be
significantly harmed.  The uncertainty associated with rapidly
changing telecommunications technology may also negatively impact the rate of
deployment of wireless networks and the demand for our
services.  Telecommunications services providers face significant
challenges in assessing consumer demand and in acceptance of rapidly changing
enhanced telecommunications capabilities.   If telecommunications
services providers perceive that the rate of acceptance of the next generation
telecommunications product will grow more slowly than previously expected, they
may, as a result, slow their development of the next generation
technologies.  Moreover, increasing price competition for subscribers
could adversely affect the profitability of carriers and limit their resources
for network deployment.  Any significant sustained slowdown will
further reduce the demand for our services and adversely affect our financial
results.





THE DEPARTURE OF KEY PERSONNEL COULD
DISRUPT OUR BUSINESS, AND FEW OF OUR KEY PERSONNEL ARE CONTRACTUALLY OBLIGATED
TO STAY WITH US.





We depend
on the continued efforts of our officers and senior management. This includes
director of operations, director of business development, and construction
project managers.  The loss of key personnel or the inability to hire
and retain qualified employees could adversely affect our business, financial
condition and results of operations.





THE
REQUIREMENTS OF BEING A PUBLIC COMPANY MAY STRAIN OUR RESOURCES AND REQUIRE
SIGNIFICANT MANAGEMENT TIME AND ATTENTION.





As a
public company we are subject the reporting requirements of the Securities
Exchange Act of 1934, and the Sarbanes-Oxley Act. The requirements of the rules
and regulations have increased, and may further increase in the future, our
legal and financial compliance costs, make some activities more difficult, time
consuming or costly and may also place undue strain on our systems and
resources.  The Securities Exchange Act of 1934 requires, among other
things, that we file annual, quarterly and other periodic reports with respect
to our business and financial conditions.  The Sarbanes-Oxley Act
requires, among other things, that we report on the effectiveness of our
disclosures controls and procedures, and internal controls over financial
reporting.  As a result, management’s attention may be diverted from
other business concerns, which could have a material adverse effect on our
business, financial conditions, results of operations and cash
flows.  These rules and regulations could also make it more difficult
for us to attract and retain qualified independent members of our Board of
Directors and qualified member of our management team.





WE
SHALL BE REQUIRED TO SEEK ADDITIONAL MEANS OF FINANCING.





During
the period from December 28, 2005 through December 31, 2009 the Company entered
into a series of financing arrangements involving the sale of an approximately
of $3.7 million in principal amount of Convertible Debentures. In addition,
during 2009, the Company issued approximately $784,000 in principal amounts of
convertible debentures in exchange for cash proceeds, goods and services and
$145,000 in proceeds from the payment related to a note receivable. There can be
no assurance that we will generate adequate revenues from operations to finance
operations and the failure to generate sufficient operating revenues would have
an adverse impact on our financial position and results of operations and our
ability to continue as a going concern. Our future operating and capital
requirements will vary based on a number of factors, including the level of
sales and marketing activities for our services and products. Accordingly, we
may be required to obtain additional private or public financing including debt
or equity financing and there can be no assurance that such financing will be
available as needed, or, if available, on terms favorable to us. If we raise
additional funds by issuing equity securities, existing stockholders may
experience a dilution in their ownership. In addition, as a condition to giving
additional funds to us, future investors may demand, and may be granted, rights
superior to those of existing stockholders.





Furthermore,
debt financing, if available, will require payment of interest and may involve
restrictive covenants that could impose limitations on our operating
flexibility. Our failure to successfully obtain additional future funding may
jeopardize our ability to continue our business and operations.


- 8
-





SERVICES
FOR WIRELESS INFRASTRUCTURE SERVICE DEPLOYMENT ARE PROVIDED BY BOTH IN-HOUSE
SERVICE ORGANIZATIONS AND OUTSOURCED SUPPORT PROVIDERS AND MANY OF OUR
COMPETITORS ARE LARGER AND HAVE GREATER FINANCIAL AND OTHER RESOURCES THAN WE DO
AND THOSE ADVANTAGES COULD MAKE IT DIFFICULT FOR US TO COMPETE WITH
THEM.





Many of
our current and potential competitors may have substantial competitive
advantages relative to us, including:





·
            longer
      operating histories;·
            significantly
      greater financial resources;





·
            greater
      technical and marketing resources;·
            greater
      brand name recognition; and





·
            a
      larger existing customer bases.





These
competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements and to devote greater resources to develop,
promote and sell their services than we can.





If we are
unable to identify and complete future acquisitions, we may be unable to
continue to grow our business.  The Company may not be able to
identify and complete potential acquisition candidates.  If we do
identify potential acquisition candidates, there is no assurance that we will be
able to acquire such candidates on appropriate terms.





RISKS
RELATING TO OUR CURRENT FINANCING ARRANGEMENTS:





THERE
ARE A LARGE NUMBER OF SHARES UNDERLYING OUR CONVERTIBLE DEBENTURES THAT MAY BE
AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY DEPRESS THE MARKET
PRICE OF OUR COMMON STOCK.





As of
April 12, 2010 we had 142,158,246 shares of Common Stock issued and outstanding
and various convertible debentures outstanding or an obligation to issue
convertible debentures that may be converted into an estimated
893,818,779 shares of Common Stock at current market prices. In addition,
the number of shares of Common Stock issuable upon conversion of the outstanding
convertible debentures may increase if the market price of our stock declines.
All of the shares, including all of the shares issuable upon conversion of the
convertible debentures and upon exercise of our warrants and options, may be
sold without restriction. The sale of these shares may adversely affect the
market price of our Common Stock. In addition to the foregoing shares, we
currently have 25,357 shares of 12%
Non-voting  Convertible  Redeemable Preferred Stock
outstanding,  106,667 shares of Series B Voting Convertible Redeemable
Preferred Stock outstanding, and 300,000 shares of Series C Voting Convertible
Redeemable Preferred Stock outstanding, which are not currently convertible
into shares of Common Stock, however, if these shares were convertible, based on
the current market price, the outstanding convertible preferred stock would be
convertible into approximately 321,740,000 shares of our Common
Stock.





Our
obligation to issue shares of our Common Stock upon conversion of our
Convertible Debentures and preferred stock is essentially
limitless.  As such we may not have sufficient shares of authorized
Common Stock to convert all of the outstanding Convertible Debentures and
preferred stock.  This could affect our ability to raise additional
funds.





THE
CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE DEBENTURES
MAY ENCOURAGE INVESTORS TO MAKE SHORT SALES IN OUR COMMON STOCK, WHICH COULD
HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.





The
convertible debentures are convertible into shares of our Common Stock at
discounts to the trading price of the Common Stock prior to the conversion
ranging from 40% to 72%. The significant downward pressure on the price of the
Common Stock as the selling stockholder converts and sells material amounts of
Common Stock could encourage short sales by third party investors.





These
sales could place further downward pressure on the price of the Common Stock.
The selling stockholder could sell Common Stock into the market in anticipation
of covering the short sale by converting their securities, which could cause
further downward pressure on the stock price. In addition, not only the sale of
shares issued upon conversion or exercise of notes, warrants and options, but
also the mere perception that these sales could occur, may adversely affect the
market price of the Common Stock





THE
ISSUANCE OF SHARES UPON CONVERSION OF THE CONVERTIBLE DEBENTURES MAY CAUSE
IMMEDIATE AND SUBSTANTIAL DILUTION TO OUR EXISTING STOCKHOLDERS.





The
issuance of shares of Common Stock upon conversion of the convertible debentures
may result in substantial dilution to the interests of other stockholders since
the selling stockholders may ultimately convert and sell the full amount
issuable on


- 9
-


conversion.
Although the selling stockholders may not convert their convertible debentures
if such conversion or exercise would cause them to own more than 4.99% of our
outstanding Common Stock, this restriction does not prevent the selling
stockholders from converting some of their holdings, selling those shares and
then converting the rest of their holdings. In this way, the selling
stockholders could convert and sell their holdings while never owning more than
4.99% of our Common Stock at any one time. There is no upper limit on the number
of shares that may be issued which will have the effect of further diluting the
proportionate equity interest and voting power of holders of our Common
Stock.





IN
ORDER TO OBTAIN ADDITIONAL FINANCING UNDER THE SECURITIES PURCHASE
AGREEMENTS, WE WILL NEED TO SATISFY CERTAIN CLOSING CONDITIONS AND IF THEY ARE
NOT SATISFIED AND WE DO NOT OBTAIN THE ADDITIONAL FINANCING, WE WILL HAVE TO
REDUCE STAFF AND CURTAIL OUR OPERATIONS.





Pursuant
to the terms of the Securities Purchase Agreements, if we were able to raise
additional financing from another source, we would need to satisfy certain terms
and conditions as stipulated in the Securities Purchase
Agreements.  In the event that the terms and conditions are not
satisfied, we may not be able to obtain additional financing from another
source. There is no assurance that we will be successful in obtaining additional
financing and meeting the terms and conditions.  If additional
financing is not available or is not available on acceptable terms or if we are
unable to meet the terms and conditions in the Securities Purchase Agreements,
we may need to reduce staff and curtail our operations.





RISKS
RELATING TO OUR COMMON STOCK:





WE
HAVE HAD TO FILE FOR EXTENSIONS FOR OUR RECENT ANNUAL AND QUARTERLY FILINGS AND
IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE SECONDARY MARKET.





Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. If we fail to remain current on our
reporting requirements, we could be removed from the OTC Bulletin Board. As a
result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary
market.





OUR
COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING
MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK
CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:





·
            that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and·
            that
      the broker or dealer receives from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.





In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:





·
            obtain
      financial information and investment experience objectives of the person;
      and·
            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the
      risks of transactions in penny
  stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:





·
            sets
      forth the basis on which the broker or dealer made the suitability
      determination; and·
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our Common Stock and cause a decline in the market value of our
stock.


- 10
-


Disclosure also has to be made about
the risks of investing in penny stocks in both public offerings and in secondary
trading, about the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements haveto be sent disclosing
recent price information for the penny stock held in the account and information
on the limited market in penny stocks.





Item
1B. Unresolved Staff Comments.





None.





Item
2. Properties.





Our headquarters are located at 20283
State Road, Suite 300, Boca Raton, Florida 33498. Our lease in Boca Raton is on
month to month basis, with current rent of $200 per month, and we have a
subsidiary office at 60 Cutter Mill Road, Suite 611, Great Neck, New York 11021
(consisting of 1,650 square feet of offices), that is subleased for a monthly
rent of approximately $5,400. By the terms of the sublease, the rent will be
adjusted to match the master lease for the space.  This space is
subleased from an entity owned 100% by Mr. Hreljanovic the CEO of the
Company.  The sublease for the space is coterminous with the lease and
expires on November 30, 2016.





Item
3. Legal Proceedings.





In the
ordinary course of business, we may be involved in legal proceedings from time
to time. Although occasional adverse decisions or settlements may occur,
management believes that the final disposition of such matters will not have a
material adverse effect on its financial position, results of operations or
liquidity.





Since the
filing of Juniper's Form 10-K for the period ended December 31, 2008 and its
10-Q for the period ended September 30, 2009, no material changes have occurred
to the legal proceedings reported therein. For more information, please see
Juniper's Form 10-K for the year ended December 31, 2008 filed May 15, 2009 and
its Form 10-Q for the quarter ended September 30, 2009.





The
litigation involving Michael and James Calderhead is disclosed below because of
the alleged significant damage that their actions have caused the
Company.  The Calderheads’ bad acts forced Juniper to close New Wave
Communications, Inc. which in turn precipitated the creation of new operating
subsidiaries, Tower West and Ryan Pierce, in the wireless and broadband
infrastructure construction services business.  These new subsidiaries
were formed at great expense and the effects of the Calderhead’s alleged
malicious behavior has caused financial reverberations throughout the Company’s
operations as noted in the Part II, Item 7.  Management’s Discussion and Analysis
of Financial Condition and Results of Operations.





Juniper
Group, Inc. v. Michael and James Calderhead.  On
June 15, 2007, the Company, through its subsidiaries, commenced a lawsuit
against Michael Calderhead and James Calderhead (the “Calderheads”) former
employees, in the United States District Court for the Eastern District of New
York (Case No. 07-CV-2413).  The complaint asserts claims against the
Calderheads for breaches of a stock exchange agreement, breaches of an
employment agreement, and breaches of fiduciary duties owed to Juniper and its
wholly-owned subsidiary New Wave Communications, Inc. (“New
Wave”).  Juniper alleges the Calderheads committed serious, material
breaches of their agreements with Juniper.  Indeed, almost immediately
after Juniper’s acquisition of New Wave, and while still employed by Juniper
and/or New Wave and bound by their agreements with Juniper, the Calderheads made
preparations to form and operate a rival business to compete with Juniper and
New Wave.





In
February 2006, a mere two months after Juniper’s acquisition of New Wave, the
Calderheads met with possible financiers to discuss incorporating a new company
that would compete with New Wave and Juniper.  Juniper alleges that
the meeting involved at least James Calderhead, an executive and President of
New Wave; Michael Calderhead, a New Wave Chief Operating Officers; another New
Wave executive who had worked with Michael Calderhead prior to the Juniper
acquisition; and a local businessman in Franklin, Indiana, and the owner of
several businesses.





At the
time of the February 2006 meeting, and at all relevant times thereafter, James
Calderhead was subject to the Employment Agreement and Michael Calderhead was
subject to the Stock Exchange Agreement.  Following the alleged
February 2006 meeting, the Calderheads, along with others, continued their
efforts to form and operate a new company which came to be called Communications
Infrastructure, Inc. (“CII”).  According to the online records of the
Indiana Secretary of State, CII was organized as a for-profit domestic
corporation on January 19, 2007.





According
to CII’s advertisements and representations in the marketplace, it is a
competitor of Juniper and New Wave.  Specifically, CII’s website
states that “CII brings the combined experience of its owners in all areas of
Cellular Site Construction,” including project management, civil construction,
tower erection, and maintenance and troubleshooting.


- 11
-





At no
time did the Calderheads inform New Wave or Juniper of the formation of CII,
their intentions or activities regarding CII, or their intent or design to form
a new company that would compete with New Wave or Juniper.  At no time
did New Wave or Juniper consent to any activities by the Calderheads with
respect to CII or setting up a rival company.





On or
about January 17, 2007, Michael Calderhead announced that he would resign from
New Wave.  Michael Calderhead, however, did not formally end his
employment relationship with New Wave until on or about March 27,
2007.  Juniper subsequently learned that Michael Calderhead had been
working, and was continuing to work, for CII.





In late
2006 and early 2007, New Wave’s business suddenly, and substantially,
declined.  Contracts were lost, customer and vendor relationships were
ended, and new business opportunities were not pursued.   New
Wave alleged and believes that some former customers of Juniper and New Wave
were transferred to CII during this period, and believes that discovery will
establish that the Calderheads were involved in soliciting business for CII and
soliciting New Wave’s customers and employees were essentially stolen from New
Wave.





The
substantial declines in New Wave’s business continued throughout early
2007.  These declines were not reported to Juniper’s management in a
timely manner and, when they were reported, the declines were not explained in a
reasonable or clear manner.  It was not until May, 2007 that Juniper
became aware of CII’s growing presence in the marketplace; the involvement of
Michael Calderhead in CII’s business; and that CII was directly competing with
New Wave for customers.





On
Friday, May 18, 2007, ten New Wave employees abruptly announced that they were
resigning their positions at New Wave.  Most of these former New Wave
employees indicated that they would begin work for CII, joining Michael
Calderhead. Indeed, in the course of little more than a year from the date that
Juniper purchased New Wave from Michael Calderhead and installed the Calderheads
as New Wave executives, New Wave had gone from being a growing, profitable
business to a business on the verge of financial collapse.





On
Tuesday, May 22, 2007, Juniper terminated James Calderhead for
cause.  Some, although not all, of the grounds for James Calderhead’s
termination are set forth above and in a termination letter.





Juniper
seeks injunctions restraining the Calderheads from, among other things,
competing with Juniper and New Wave, as well as compensatory damages in the
amount believed to be  $10,000,000, punitive damages in the amount of
$5,000,000 and attorneys fees, costs and expenses.  On September 29,
2007, the Court issued a preliminary injunction against Michael Calderhead
enjoining him from disclosing Juniper/New Wave’s customer list and from
soliciting, directly or indirectly, any of Juniper/New Wave’s existing
customers; denied the Calderheads’ motion to dismiss the complaint; and granted
Juniper’s motion for expedited discovery.





On
October 16, 2007, Michael Calderhead answered the complaint and asserted
counterclaims against Juniper for alleged breaches of, and fraud in connection
with, the stock exchange agreement and for alleged abuse of process in
connection with Juniper’s application for injunctive relief.  Michael
Calderhead seeks compensatory and punitive damages.  On October 16,
2007, James Calderhead answered the complaint and asserted counterclaims against
Juniper for alleged breaches of the employment agreement and for alleged abuse
of process in connection with Juniper’s application for injunctive
relief.  James Calderhead seeks compensatory and punitive
damages.  The Company believes that none of the counterclaims asserted
by the Calderheads have any merit.





The
Company is vigorously prosecuting the claims asserted against the Calderheads
and is vigorously defending the counterclaims asserted by the
Calderheads.  The outcome of this litigation may materially affect the
Company.





On May 8,
2008, U.S. District Court Eastern District of NY Index No. 08 Civ.
1900.   Alan Andrus filed an action against Juniper Group, Inc.
in the United States District Court for the Eastern District of New York. The
complaint, against us, a subsidiary and Mr. Hreljanovic, asserts claims for fees
of $195,000 plus interest for services rendered. Discovery is ongoing and while
no estimate of the outcome can be made, the Company believes it has meritorious
defenses and will prevail in this matter.


In Re New Wave
Communications, Inc. a Chapter 11 Bankruptcy petition was filed on
November 7, 2008 in the U.S. Bankruptcy Court for the Southern District of
Indiana (Indianapolis) and assigned case #08-13975-JKC-11.  The
petition was voluntarily dismissed at the request of New Wave Communications,
Inc. on March 6, 2009.





On
December 18, 2009, Supreme Court of the State of New York, County of New York
Index No. 603782/09, New Millennium Capital Partners III, LLC; ASW Partners,
LLC; ASW Offshore II, Ltd.; ASW Qualified Partners II, LLC; ASW Master Fund II,
Ltd.; (“NIR Group”) filed an action entitled New Millennium, et. al. versus
Juniper Group, Inc. in the Supreme Court of the State of New York County of New
York. The complaint alleges breach of the terms of certain convertible
debentures and seeks equitable relief and monetary damages of $7.46 million
Juniper has denied the allegations in the complaint and asserted
counterclaims.  A motion for preliminary injunctive relief is pending.
While no estimate of the outcome can be made, the Company believes it has
meritorious defenses and will prevail in this matter. However, there can be no
assurance that we will be


- 12
-


successful
in defending against these claims. The NIR Group is the note holder of our
Callable Secured Convertible Notes with outstanding principal at December 31,
2009 of approximately $2.6 million.


Potential
Litigation





On March
19, 2010, the Company received a “Notice of Default and Demand for Payment” from
JMJ Financial (“JMJ”) sent a notice of default to the Company. The letter states
that as a result of the alleged defaults the holder is accelerating the notes
and is demanding full payment of the outstanding balance of principal and
interest on the original Note on or before April 2, 2010.  The Company
believes it has meritorious defenses and disputes JMJ’s claim.





Item
4. Submission of Matters to a Vote of Security Holders.





Removed
and reserved.





PART
II





Item
5. Market for Registrant’s Common Equity and Related Stockholder Matters and
Issuer Purchases of Equity Securities.





Market
Prices, Number of Shareholders and Dividends





The
Company’s Common Stock trades on the OTCBB under the symbol JUNP. The following
constitutes the high and low sales prices for the Common Stock as reported by
OTCBB for each of the quarters of 2009 and 2008, respectively.





Year
      Ended December 31, 2009
            
            High
            
            
            LowFirst
      Quarter
            
            $
            .800
            
            
            $
            .100Second
      Quarter
            
            $
            .400
            
            
            $
            .100Third
      Quarter
            
            $
            .250
            
            
            $
            .020Fourth
      Quarter
            
            $
            .092
            
            
            $
            .013Year
      Ended December 31, 2008First
      Quarter
            
            $
            340.000
            
            
            $
            30.000Second
      Quarter
            
            $
            50.000
            
            
            $
            10.000Third
      Quarter
            
            $
            25.000
            
            
            $
            .400Fourth
      Quarter
            
            $
            1.600
            
            
            $
            .100





The
quotations shown above reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions, after giving
effect to  the one for five hundred reverse stock split on July 10,
2009 and the one for two hundred reverse stock split on July 18,
2008.





The
Company's 12% Convertible Redeemable Preferred Stock ("Preferred Stock") is
traded on the OTCBB.





As of
April 12, 2010 there were 313 holders of record of Juniper Group, Inc. Common
Stock.





Convertible
Preferred Stock





The
Articles of Incorporation of the Company, as amended, authorizes the issuance of
500,000,000 shares of preferred stock: including 25,357 shares of 12% non-voting
convertible redeemable preferred stock at $0.10 par value per
share.  Such shares upon issuance will be subject to the limitations
contained in the Articles of Incorporation and any limitations prescribed by law
to establish and designate any such series and to fix the number of shares and
the relative rights, voting rights and terms of redemption and liquidation
preferences. In 2006, 135,000 shares of the preferred stock were allocated to
the Series B Preferred Stock and 300,000 shares of the preferred stock was
allocated to the Series C Preferred Stock.





On
February 5, 2007, the Board of Directors unanimously authorized 6,500,000 shares
of Series D Preferred Stock.  In addition, on July 7, 2009 the Board
of Directors unanimously authorized the issuance of 100,000,000 shares of
Non-Convertible Series E Preferred Stock.





(1) 12%
CONVERTIBLE NON -VOTING PREFERRED STOCK





The
Company's 12% non-voting convertible redeemable preferred stock (“Preferred
Stock”) entitles the holder to annual dividends equivalent to a rate of 12% of
the Preferred Stock liquidation preference of $2.00 per share, or $.24 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. As of
December 31, 2009, 25,357 shares of the Preferred Stock were
outstanding.


- 13
-





On
February 2, 2009, 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 dividends.
Accrued and unpaid dividends at December 31, 2009, were $47,154. 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).





The
Company’s Preferred Stock is redeemable, at the option of the Company, at any
time on not less than 30 days’ written or published notice to the record holders
of the Company’s Preferred Stock, at a price of $2.00 per share (plus all
accrued and unpaid dividends). The holders of the Preferred Stock have the
opportunity to convert shares of Preferred Stock into Common Stock during the
notice period. The Company does not have nor does it intend to establish a
sinking fund for the redemption of the Preferred Stock.  As adjusted,
the aggregate outstanding shares of Preferred Stock are currently convertible
into a total of fifteen shares of Common Stock.





(2)
SERIES B VOTING CONVERTIBLE PREFERRED STOCK





The
Company filed a Certificate of Designation of Series B Convertible Preferred
Stock (“Series B Preferred Stock”) on January 4, 2006, pursuant to which the
Company authorized for issuance 135,000 shares of Series B Preferred Stock, par
value $0.10 per share.  The holders of the Series B Preferred Stock
have the right to convert the Series B Preferred Stock into share of the
Company’s Common Stock by dividing the Liquidation Preference ($20 per share) by
the Conversion Price, which is equal to the weighted average price of the Common
Stock as reported by Bloomberg during the ten (10) consecutive trading days
prior to the conversion date. Holders of the Series B Preferred Stock shall have
the right to vote together with the holders of the Corporation’s Common Stock,
and not as a separate class, on a 30 votes per share basis on all matters
presented to the holders of the Common Stock. The foregoing holders were
existing investors before they did the exchange. As of December 31, 2009 there
were 106,667 shares of Series B Preferred Stock outstanding.





(3)
SERIES C VOTING CONVERTIBLE PREFERRED STOCK





The
Company filed a Certificate of Designation of Series C Convertible Preferred
Stock (“Series C Preferred Stock”) on March 23, 2006, pursuant to which the
Company authorized for issuance 300,000 shares of Series C Preferred Stock, par
value $0.10 per share, which shares are convertible after (i) the market price
of the Common Stock is above $1.00 per share; (ii) the Company’s Common Stock is
trading on the OTCBB market or the AMEX; (iii) the Company is in good standing;
(iv) the Company has  more than 500 stockholders; (v) the Company
has  annual revenue of at least $4,000,000; (vi) the Company has at
least $100,000 of  EBITA for the fiscal year preceding the conversion
request. The holders of the Series C Preferred Stock shall have the right to
vote together with the holders of the Corporation’s Common Stock, and not as a
separate class, on a 30 votes per share basis ), on all matters presented to the
holders of the Common Stock.  On February 14, 2008 the Company issued
220,000 shares of Series C Preferred Stock to its President.  As of
December 31, 2009 there were 300,000 shares of Series C Preferred Stock
outstanding.





(4)
NON-CONVERTIBLE SERIES D VOTING PREFERRED STOCK





The
Company filed a Certificate of Designation of Series D Non-Convertible Preferred
Stock (“Series D Preferred Stock”) on February 5, 2007 and a Certificate of
Change of Number of Authorized Shares and Par Value of Series D Preferred Stock
on March 26, 2007, pursuant to which the Company authorized for issuance
6,500,000 of shares of Series D Preferred Stock, par value $0.001 per
share.   Holders of the Series D Preferred Stock have the right
to vote together with holders of the Company’s Common Stock, and not as a
separate class, on a 60-votes-per-share basis on all matters presented to the
holders of the Common Stock.  The shares of Series D Preferred Stock
are not convertible into Common Stock of the Company.  The Company
issued 6,500,000 shares Series D Preferred Stock to its President, all of which
were outstanding at December 31, 2009.





(5)
NON-CONVERTIBLE SERIES E VOTING PREFERRED STOCK





On July
7, 2009 the Board of Directors unanimously approved for issuance 100,000,000
shares of Series E Non-Convertible Preferred Stock (Series E Preferred Stock”),
par value $.001.  The Company filed a Certificate of Designation of
Series E Preferred Stock on July 10, 2009. Holders of Series E Preferred Stock
have the right to vote together with holders of the Company’s Common Stock, and
not as a separate class, on a 95-votes-per-share basis, on all matters presented
to the holders of the Common Stock.  The shares of the Series E
Preferred Stock are not convertible into Common Stock of the
Company.  The Company issued 31,000,000 shares of Series E Preferred
Stock to its President, all of which was outstanding at December 31,
2009.





According
to the Company’s Articles of Incorporation, as amended, 500,000,000 shares of
preferred stock have been authorized for issuance.  As of December 31,
2009, 106,960,357 have been designated for the Company’s five classes of
preferred stock.


- 14
-





We have
approximately 313 shareholders of record and an unknown number that hold shares
in street name.





No
dividends have been declared since December 31, 2009. We presently intend to
retain all earnings to fund the development of our business. Decisions
concerning dividend payments in the future will depend on income and cash
requirements. Holders of Common Stock are entitled to receive such dividends as
may be declared by our board of directors. There are no contractual restrictions
on our ability to pay dividends to our shareholders, except as set forth in Item
13.Certain Relationships and
Related Transactions and Director Independence – Securities Purchase
Agreements.





Securities
authorized for issuance under equity compensation plans.





The
following is provided with respect to compensation plans (including individual
compensation arrangements) under which equity securities are authorized for
issuance as of December 31, 2009.





Equity
Compensation Plan Information





Plan
      category
            Number of securities to be issued upon exercise of
      outstanding options, warrants and rights
              (a)
            Weighted-average exercise price of outstanding options,
      warrants and
      rights
              (b)
            Number of securities
      remaining available
      for future
      issuance under equity compensation
      plans (excluding
      securities reflected
      in column
      (a))
              (c)Equity
      compensation plans approved by security holders
            -0-
            N/A
            N/AEquity
      compensation plans not approved by security holders
            15,000,000(1)
            (1)
            15,000,000Total
            15,000,000
            (1)
            15,000,000








(1) On
December 25, 2009 we adopted the 2010 Stock Benefit Plan of Juniper Group, Inc.
which provides for the issuance of 15,000,000 shares of Common
Stock.  The exercise price of these Options shall be established by
the Plan Administrators, which may be amended from time to time as the Plan
Administrators may determine. None of the shares issuable pursuant to this plan
have been issued.





On
December 19, 2008, we adopted the 2009-1 Stock Award plan that provides for the
issuance of 80,000 shares of Common Stock, after giving effect to the one for
500 reverse stock split on August 27, 2009. All 80,000 shares were issued during
the first quarter of 2009 for legal services valued at
$32,000.  Accordingly, there are no shares available for future
issuance under the 2009-1 Stock Award Plan.





Recent
Sales of Unregistered Securities





In fiscal
2009 we issued 19,983,079 shares of Common Stock in connection with the
conversion of Convertible Debentures held by various investors as
follows:





Period
            
            Shares
      Issued
            
            
            Convertible
      Debt ConvertedQuarter
      ending March 31, 2009
            
            
            750,336
            
            
            $
            82,287Quarter
      ending June 30, 2009
            
            
            2,384,676
            
            
            $
            106,163Quarter
      ending September 30, 2009
            
            
            131,067
            
            
            $
            10,072Quarter
      ending December 31, 2009
            
            
            16,717,000
            
            
            $
            110,438Total
            
            
            19,983,079
            
            
            $
            308,960








We also
issued approximately $1.9 million of Convertible Debentures to various investors
in 2009. These Convertible Debentures were issued at various interest rates
ranging from 7% to 14%, with terms of 3 to 4 years and are convertible into
Common Stock at discount rates ranging from 40% to 65% of the fair market value
of our Common Stock at the time of conversion. Item 13 - Certain Relationships and
Related Transactions and Director Independence.


- 15
-


On July
16, 2009, the Company issued 31,000,000 shares of it Series E Preferred Stock to
Vlado P. Hreljanovic pursuant to a Settlement Agreement and Release in partial
satisfaction of accrued compensation in the amount of $31,000.  The
issuance of the Series E Preferred Stock allowed Mr. Hreljanovic to maintain
voting control of the Company. The offering was not a public offering as defined
in Section 4(2) because the offer and sale was made to an insubstantial number
of persons and because of the manner of the offering. In addition, the investor
had the necessary investment intent as required by Section 4(2) since they
agreed to, and received, shares bearing a legend stating that such notes are
restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by us. Based on an
analysis of the above factors, we have met the requirements to qualify for
exemption under Section 4(2) of the Securities Act of 1933 for this
transaction.





On May
11, 2009 the Company entered into a financing agreement with JMJ Financial
(“JMJ”). The Company issued a Convertible Promissory Note to JMJ in the amount
of $825,000 with an interest rate of 13.2% and JMJ issued a Secured &
Collateralized Promissory Note to the Company in the amount of $750,000 with an
interest rate of 12%. Both notes mature three years from the effective date. The
interest on both notes was incurred as a one-time charge on the effective date
of the notes and is equal to $99,000 on each note. The Company has received
$145,000 toward satisfaction of the Secured & Collateralized Promissory Note
from JMJ as of December 31, 2009.  The Convertible Promissory Note is
convertible into Common Stock of the Company at a conversion price based on 70%
of the lowest trade price in the 20 trading days prior to the
conversion.  Any conversions by JMJ are limited to the JMJ remaining
under 4.99% ownership of the outstanding Common Stock of the
Company.  Pursuant to the terms of the note, the Company is not
permitted to prepay the note unless approved by JMJ.





In August
2009 and October 2009 the Company entered into convertible notes in the amount
of $50,000 and $12,500, respectively, with Redwood Management LLC
(“Redwood”).  The notes bear interest at 10% and are convertible into
Common Stock at an exercise price equal to 40% of the lowest closing bid price
for the 10 trading days prior to conversion. Pursuant to the terms of the note
the Company may prepay the note in whole or in part at 125% of the amount
prepaid.





The
Company approved the conversion of convertible debentures, conversion of Series
B Preferred Stock, and satisfaction of certain convertible liabilities
(collectively referred to as the “Convertible Securities”) into unrestricted
shares of Common Stock pursuant to the provisions of Rule
144(b)(1).  The Convertible Securities were originally issued under
4(2) as private transactions exempt from registration and in all recent
conversions the provisions of Rule 144(c)(1) were met in that the Company is a
reporting issuer, the recipients were non-affiliates of the Company and each had
held the Convertible Securities in excess of a full year.  A total of
80,634,997 shares of unrestricted Common Stock were issued during the year ended
December 31, 2009 in exchange for the conversion of
$308,960   convertible debentures. The conversions were at the
request of the holders of certain convertible debentures and upon satisfactory
compliance with the provisions of Rule 144 and its provisions as set forth
above.





We relied
on exemptions from registration afforded by Section 4(2) of the Securities Act
of 1933 and Rule 506 of Regulation D of the General Rules and Regulations
thereunder for the sale of the Convertible Notes and warrants to investors and
the issue of shares upon conversion of convertible notes, debentures and
preferred stock. We believe that we have complied with the manner of sale,
access to information and investor accreditation requirements of such
exemptions.





Dividend
Policy





We have
not paid dividends on our Common Stock in the past nor do we anticipate doing so
in the foreseeable future.





Item
6. Selected Financial Data.





Not
Applicable.





Item
7. Management's Discussion and Analysis or Plan of Operation





Thefollowing discussion and
analysis of financial condition and results of operations should be read in
conjunction with the Company’s consolidated financial statements and the
accompanying notes thereto included herein, and the consolidated financial
statements included in this Form 10-K which include forward-looking
statements.





Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which could cause the actual results, performance (financial or operating) or
achievements expressed or implied by such forward-looking statements not to
occur or be realized. The words “expect,” “estimate,” “anticipate,” “predict,”
“believe” and similar expressions and variations thereof are intended to
identify forward looking statements. These statements appear in a number of
places in this report and include statements regarding the intent, belief or
current expectations of the Company, it directors or its officers with respect
to,


- 16
-


among
other things, trends affecting the Company’s financial condition or results of
operations. The readers of this report are cautioned that any such forward
looking statements are not guarantees of future performance and involve risks
and uncertainties that could cause actual results to differ materially. These
factors include:





·
            continued historical lack of
      profitable operations;


·
            working capital
      deficit;


·
            the ongoing need to raise
      additional capital to fund operations and growth on a timely
      basis;


·
            the
      success of the expansion into the broadband installation and wireless
      infrastructure services


·
            the ability to provide adequate
      working capital required for this expansion and dependence
      thereon;


·
            most of the Company’s revenue is
      derived from a selected number of
  customers;


·
            the ability to develop
      long-lasting relationships with our customers and attract new
      customers;


·
            the competitive environment
      within the industries in which the Company
  operates;


·
            the ability to attract and retain
      qualified personnel, particularly the Company’s CEO
    ;


·
            the effect on our financial
      condition of delays in payments received from third
      parties;


·
            the ability to manage a new
      business with limited
management;


·
            rapid technological changes;
      and


·
            other factors set forth in our
      other filings with the Securities and Exchange
      Commission.





Overview





Juniper
Group, Inc. (the “Company”) is a holding company and its 2009 business has been
composed of predominately one segment - the wireless infrastructure services
business. The Company’s operates from its Boca Raton, FL office and conducts its
business indirectly through its wholly-owned subsidiaries.





The
Company’s current operating focus is though the wireless infrastructure services
in supporting the growth of its operations by increasing revenue and managing
costs. These services are conducted through Juniper Services, Inc.
(“Services”), which is a wholly owned subsidiary, of Juniper Entertainment, Inc
(“JEI“), which is a wholly owned subsidiary of the Company.





Key Factors Affecting or Potentially
Affecting Results of Operations and Financial Conditions





Management
considers the following factors, events, trends and uncertainties to be
important to understanding its results of operations and financial
conditions:





ASC
815-10 requires that due to the indeterminate number of shares which might be
issued under the embedded convertible host debt conversion feature of the
Callable Secured Convertible Notes, the Company is required to record a
liability relating to both the detachable warrants and embedded convertible
feature of the convertible notes payable (included in liabilities as a
“derivative liability”) and to all other warrants and options issued and
outstanding as of December 31, 2009, except those issued to employees. The
result of adjusting these derivative liabilities to market generated an
unrealized gain of approximately $49.0 million for the year ended December 31,
2009 and an unrealized loss for the year ended December 31, 2008 of
approximately 52.1 million.





We
reserve against receivables from customers whenever it is determined that there
may be operational, corporate or market issues that could eventually offset the
stability or financial status of these customers or payments to us. There is no
assurance that we will be successful in obtaining additional financing for these
efforts, nor can it be assured that our services will continue to be provided
successfully, or that customer demand for our services will continue to be
strong despite anticipated customer workloads through 2010.





Results
of Operations for Year Ended December 31, 2009 vs. December 31,
2008





Executive
Overview of Financial Results





The
Company is currently utilizing its resources to build the wireless
infrastructure services business, and has not devoted any resources toward the
promotion and solicitation of its film licenses in 2009.  Our wireless
infrastructure services operating subsidiaries primarily focus their activities
in the Eastern and Central United States, under a new business model and with
new management and new staff. Our focus in 2009 has been on the rebuilding
and investing in our wireless infrastructure services after certain alleged
actions by Michael Calderhead and James Calderhead, former disloyal employees
for breaches of various contractual and fiduciary duties owed to the Company,
resulting in a reduction in construction activity by major customers. (See
Item  3 – Legal
Proceedings) Our intention is to rebuild our presence in order to be able
to support the increased demand in the


- 17
-


deployment
of wireless/tower system services with leading wireless telecommunication
companies in providing them with maintenance and upgrading of wireless
telecommunication network sites, site acquisitions, site surveys, co-location
facilitation, tower construction and antenna installation to tower system
integration, hardware and software installations.


- 18
-





Revenues





The
wireless infrastructure services recognized revenue of approximately
$1,070,000 for the year ended December 31, 2009 compared to approximately
$625,000 for the year ended December 31, 2008, an increase of approximately
$445,000, or 71.2%. The increase in revenue was predominantly attributable to
increase in wireless infrastructure service business derived in 2009 under the
new business model and the termination of New Wave business in late
2008.





The
increase in revenue for the year ended December 31, 2009 was largely attributed
to revenue derived from one customer.





Operating
Costs





The
wireless infrastructure services business incurred operating costs of
approximately $918,000 (86.0% of revenue) for the year ended December 31, 2009,
compared to approximately  $397,000 (63.4% of revenue) for the year
ended December 31, 2008, an increase as a percentage of revenue of
22.6%.





Gross
Profit





The
Company’s gross profit margin for the year ended December 31, 2009 was
approximately $149,000, or 14.0% of revenue, compared to approximately $229,000,
or 36.1% of revenue for the year ended December 31, 2008. The decrease in gross
profit margin is due to our using a staffing agency in 2009 to provide the labor
for our wireless infrastructure business resulting in service fees paid to the
agency for providing labor and processing the related payroll,
and   our expansion into the Eastern and Central United States
resulted in an increase in fuel, travel and lodging costs related to our field
operations.





Operating
Expense





Selling,
General and Administrative Expenses





Selling,
general and administrative expenses for the year ended December 31, 2009 was
approximately $1.489 million as compared to$1.548 million for the year ended
December 31, 2008.  This represents a decrease of approximately
$59,000, or 3.8%. Selling, general and administrative expenses consist primarily
of employee compensation, travel and entertainment, legal, accounting and
consulting fees and ordinary and customary office expenses. The increase in 2009
versus 2008 is primarily due to an increase in legal fees incurred relating to
the ongoing litigation.





Revaluation
of Film Licenses





At the
end of 2009 and 2008, we evaluated our film library, taking into account the
revenue generated over the past several years, the resources available to us to
continue to pursue opportunities in this area and the resources necessary to
maintain our rights against international piracy and copyright infringement.
Although we have not fully discontinued this line of business and will engage in
the sale or exploitation of film licenses if and when opportunities are
available,  at this time we will not aggressively devote the resources
of the Company in this area. As a result, management has determined that the
film licenses remaining should be fully written off in 2009. The Company took a
charge of approximately $124,000 and $28,000 in 2009 and 2008, respectively, as
impairment to film licenses.





Other
Income





Other
income (expense) increased from an aggregate loss of $53.6 million to an
aggregate gain of $47.0 million.  The principal reason for this
increase was due to a gain of approximately $49.0 million in the adjustment to
derivative and warrant liabilities to fair market value for the year ended
December 31, 2009 versus a loss of approximately $52.1 million for the year
ended December 31, 2008. This increase of approximately of approximately $101.1
million is a result of a decrease in the fair market value of the Company’s
Common Stock, which is a key element in the calculation of the derivative and
warrant liabilities.  Interest expense and amortization of debt
discount were approximately $475,000 and $1.4 million, respectively, in 2009 as
compared to $314,000 and $965,000, respectively, in 2008. The increase in both
interest expense and the amortization of debt discount is a result of an
increase in borrowings.





Net
Income (Loss)





Net
income (loss) available to common stockholders was approximately $45.7 million,
or $2.23 per share on a fully diluted basis for the year ended December 31, 2009
as compared with a net loss of approximately $55.0 million, or $461.63 per share
on a fully diluted basis for the year ended December 31, 2008.


- 19
-





Liquidity
and Capital Resources





At December
31, 2009, we had a working capital deficit of approximately $5.3 million as
compared to a working capital deficit of approximately $3.9 million at December
31, 2008. The ratio of current assets to current liabilities was 1:.11
at December 31, 2009 versus 1:.006 at December 31, 2008. Cash used for
operations during 2009 was approximately $574,000.





The
Company did not have sufficient cash to pay for the cost of its operations or to
pay its current debt obligations. Net cash provided by financing activities was
$781,000 in 2009. The Company raised approximately $757,000 through the sale of
Convertible Debentures, received proceeds of approximately $145,000 relating to
a note receivable and repaid borrowings of approximately $121,000. Capital
purchases totaled approximately $120,000.  Among the obligations that
the Company has not had sufficient cash to pay include certain payroll, payroll
taxes and the funding of its subsidiary operations. Certain employees, creditors
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 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.





With
regard to the balance of the past due payroll taxes, the Company has hired tax
counsel to negotiate with New York State and with the Internal Revenue Service
and has entered into payment plans with both the New York State Department of
Finance and Internal Revenue Service.





The fact
that the Company continued to sustain losses in 2009, had negative working
capital at December 31, 2009 and still requires additional sources of outside
case to sustain operations, continues to increase the uncertainty about the
Company’s ability to continue as a going concern.





We
believe that we will not have sufficient liquidity to meet our operating
cash requirements for the current level of operations during the remainder of
2010. In addition, any event of default such as our failure to repay the
principal or interest on our Convertible Debentures when due, our failure to
issue shares of Common Stock upon conversion by the holder, or the breach of any
covenant, representation or warranty in the Securities Purchase Agreement would
have an impact on our ability to meet our operating requirements. We anticipate
that the full amount of the Convertible Debentures will be converted into shares
of our Common Stock, in accordance with the terms of the Convertible Debentures.
If we are required to repay the Convertible Debentures, we would be required to
use our limited working capital and raise additional funds. If we were unable to
repay the Convertible Debentures when required, the debenture holders could
commence legal action against us and foreclose on all of our assets to recover
the amounts due. Any such action would require us to curtail or cease
operations. Our ability to continue as a going concern is dependent upon
receiving 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. Although we may obtain external financing through the sale
of our securities, there can be no assurance that such financing will be
available, or if available, that any such financing would be on terms acceptable
to us. If we are unable to fund our cash flow needs, we may have to reduce
or stop planned expansion or scale back operations and reduce our staff. As
discussed more fully in Item 3 – Legal Proceedings - a complaint has been filed
against Juniper which alleges breach of the terms of certain convertible
debentures and seeks equitable relief and monetary damages of $7.46 million
Juniper has denied the allegations in the complaint and asserted
counterclaims.  A motion for preliminary injunctive relief is pending.
While no estimate of the outcome can be made, the Company believes it has
meritorious defenses and will prevail in this matter.  However, there
can be no assurance that we will be successful in defending against these
claims.  New Millennium et. al. is the note holder of our Callable
Secured Convertible Notes with outstanding principal at December 31, 2009 of
approximately $2.6 million.





Our
obligation to issue shares of our Common Stock upon conversion of our
Convertible Debentures and preferred stock is essentially
limitless.  As such we may not have sufficient shares of authorized
Common Stock to convert all of the outstanding Convertible Debentures and
preferred stock.  This could affect our ability to raise additional
funds.





Securities
Purchase Agreements





A 7%
Convertible Note matured in May 2007 and is currently classified in Current
Notes Payable.  The Company is in default in the amount of
$50,000.





2005-2009
Securities Purchase Agreements





On
December 28, 2005, we entered into a financing arrangement involving the sale of
an aggregate of $1,000,000 principal amount of Callable Secured Convertible
Notes and warrants to purchase 1,000,000 shares of our Common
Stock.  On December 28, 2005 we closed on $500,000 of principal and
500,000 of stock purchase warrants.  The balance of the financing was
closed on May 18, 2007.  On March 14, 2006, we entered into a
financing arrangement involving the sale of an additional $300,000 principal
amount of Callable Secured Convertible Notes and stock purchase warrants to
purchase 7,000,000 shares of our


- 20
-


Common
Stock, and on September 13, 2007, we entered into a financing arrangement
involving the sale of an additional $600,000 principal amount of Callable
Secured Convertible Notes and stock purchase warrants to purchase 20,000,000
shares of our Common Stock.  As part of the September 2007 financing,
our Chief Executive Officer was required to personally guarantee the notes and
the discount rate on the market value of our stock used for conversion
calculations was reduced from 50% to 35%. The Callable Secured Convertible Notes
are due and payable, with 8% interest, unless sooner converted into shares of
our Common Stock. On December 26, 2007, we entered into a financing arrangement
involving the sale of an additional $100,000 principal amount of Callable
Secured Convertible Notes and warrants to purchase 1,000,000 shares of our
Common Stock.  On March 14, 2008 we entered into a financing agreement
involving the sale of an additional $50,000 principal amount of callable Secured
Notes and Stock Purchase Warrants to purchase 500,000 shares of Common Stock. On
June 20, 2008, we entered into a financing agreement involving the sale of
additional $50,000 principal amount of Callable Secured Notes and Stock Purchase
Warrants to purchase 500,000 shares of Common Stock.  On July 29,
2008, we entered into a financing agreement involving the sale of additional
$75,000 principal amount of Callable Secured Notes and Stock Purchase Warrants
to purchase 35,000,000 shares of Common Stock, and the interest rate on all of
the Callable Secured Notes increased to 12%.  On September 24, 2008,
we entered into a financing agreement involving the sale of additional $70,000
principal amount of Callable Secured Notes and Stock Purchase Warrants to
purchase 50,000,000 shares of Common Stock.   On November 5,
2008, we entered into a financing agreement involving the sale of additional
$61,000 principal amount of Callable Secured Notes and Stock Purchase Warrants
to purchase 25,000,000 shares of Common Stock, and the interest rate on all the
Callable Secured Notes increased to 15% and the discount rate on the market
value of our stock used for conversion calculations was reduced from 35% to
28%.  On December 3, 2008, we sold $4,000 Stock Purchase Warrants to
purchase 90,000,000 shares of Common Stock.   On December 5,
2008, we entered into a financing agreement involving the sale of additional
$75,000 principal amount of Callable Secured Notes and Stock Purchase Warrants
to purchase 50,000,000 shares of Common Stock, and the interest rate on the
Callable Secured Notes at 15% and the discount rate of 28%.  On March
11, 2009, we entered into a financing agreement involving the sale of additional
$50,000 principal amount of Callable Secured Notes, and the interest rate on the
Callable Secured Notes at 15% and the discount rate of
28%.    We currently have approximately $2,400,000 Callable
Secured Convertible Notes outstanding, after giving effect to conversions
throughout the year. On January 31, 2008 and November 10, 2008, $147,542 and
$191,100 respectively, of accrued interest on these notes was converted to a
debenture with similar terms and conditions, bearing interest at 2% per annum.
In addition, any event of default such as our failure to repay the principal or
interest when due, our failure to issue shares of Common Stock upon conversion
by the holder, our failure to timely file a registration statement or have such
registration statement declared effective, breach of any covenant,
representation or warranty in the Securities Purchase Agreement. The
registration statement was declared effective on May 11, 2007.  The
conversion price of the notes is dependent on the publicly traded market price
of the Company’s Common Stock.  As such, the conversion price may
change as the market value of the Company’s commons stock rises and
falls.  While we anticipate that the full amount of the Callable
Secured Convertible Notes will be converted into shares of our Common Stock, in
accordance with the terms of the Callable Secured Convertible Notes, the full
conversion of these notes is dependent on the amount of the Company’s authorized
Common Stock.   The Company filed an Information Statement on
September 15, 2008, pursuant to section 14 (c) of the Securities Exchange Act of
1934, as amended, to increase the number of  authorized shares of
Common Stock, $.001 par value,  from 200 million  to 5
billion, and our preferred stock, par value $0.001, to 500
million.  If we are required to repay the Callable Secured Convertible
Notes, we would be required to use our limited working capital and raise
additional funds. If we were unable to repay the notes when required, the note
holders could commence legal action against us and foreclose on all of our
assets to recover the amounts due. Any such action would require us to curtail
or cease operations. As discussed more fully in Item 3 – Legal Proceedings - a
complaint has been filed against Juniper which alleges breach of the terms of
certain convertible debentures and seeks equitable relief and monetary damages
of $7.46 million Juniper has denied the allegations in the complaint and
asserted counterclaims.  A motion for preliminary injunctive relief is
pending. While no estimate of the outcome can be made, the Company believes it
has meritorious defenses and will prevail in this matter.  However,
there can be no assurance that we will be successful in defending against these
claims. Millennium et. al. is the note holder of our Callable Secured
Convertible Notes with outstanding principal at December 31, 2009 of
approximately $2.6 million.





On May
11, 2009 the Company entered into a financing agreement for Convertible
Promissory Notes in the amount of $825,000 in exchange for the delivery to the
Company of a Secured & Collateralized Promissory Notes in the amount of
$750,000. As of December 31, 2009 the Company has received $145,000 toward
satisfaction of this note as of this date.





The
Convertible Promissory Note matures three years from the effective date and
bears a one-time interest equal to 12% and the obligation is convertible into
Common Stock of the Company at a conversion rate based on 70% of the lowest
trade price in the 20 trading days previous to the conversion.  Any
conversions by the Holder of these note is limited to the Holder remaining under
4.99% ownership of the outstanding voting Common Stock of the
Company.  By the terms of this note prepayment is not permitted unless
approved by the lender.





The
Secured & Collateralized Promissory Notes mature three years from the
effective date and bear a one-time interest charge of 13.2% and are secured by
securities in the amount of 750,000.





In
August 2009 and October 2009 the Company entered into convertible notes in the
amount of $50,000 and $12,500, respectively, with Redwood Management LLC
(“Redwood”).  The notes bear interest at 10% and are convertible into
Common


- 21
-


Stock at
an exercise price equal to 40% of the lowest closing bid price for the 10
trading days prior to conversion. Pursuant to the terms of the note the Company
may prepay the note in whole or in part at 125% of the amount
prepaid.





The
Company filed a Certificate of Change pursuant to NRS 78.735 and NRS 78.390 with
the Secretary of State of Nevada which became effective on August 27,
2009.  The Certificate of Change (a) increased the number of
authorized shares of Common Stock to 10,000,000,000; (b) changing the par value
of the Common Stock to $0.0001; and (c) effected a 1 for 500 reverse stock split
of the Company’s then outstanding Common Stock, thereby reducing the number of
outstanding shares of Common Stock.





The
Company filed a Certificate of Change pursuant to NRS 78.735 and NRS 78.390 with
the Secretary of State of Nevada which became effective on December 19,
2008.  The Certificate of Change increased the number of authorized
shares of Common Stock to 5,000,000,000.





The
Company filed a Certificate of Change pursuant to NRS 78.209 with the Secretary
of State of Nevada which became effective on July 18, 2008.  The
Certificate of Change (a)effected a 1 for 200 reverse stock split of the
Company’s then outstanding Common Stock thereby reducing the number of
outstanding shares of the Common Stock and (b) reduced the authorized shares of
Common Stock to 200,000,000.





Due to
the indeterminate number of shares which might be issued under the embedded
conversion features of the Callable Secured Convertible Notes, the Company is
required to record a liability relating to both the detachable warrants and
embedded convertible feature of the Callable Secured Convertible Notes payable
(included in the liabilities as a “derivative liability”).





The
accompanying consolidated financial statements comply with current requirements
relating to warrants and embedded derivatives as described in FAS 133 as
follows:





a.
            The
      Company treats the full fair market value of the derivative and warrant
      liability on the convertible secured debentures as a discount on the
      debentures (limited to their face value). The excess, if any, is recorded
      as an increase in the derivative liability and warrant liability with a
      corresponding increase in loss on adjustment of the derivative and warrant
      liability to fair value.





b.
            Subsequent
      to the initial recording, the change in the fair value of the embedded
      derivative  of the conversion feature of the convertible
      debentures and the change in the fair value of the detachable warrants, as
      determined under the Black-Scholes option pricing formula are recorded as
      adjustments to the liabilities as of each balance sheet date with a
      corresponding change in the gain or loss  recorded as an
      adjustment of the derivative and warrant liability to fair value in the
      consolidated statement of
operations.





c.
            The
      expense relating to the change in the fair value of the Company’s stock
      reflected in the change in the fair value of the warrants and derivatives
      (noted above) is included in other income in the accompanying consolidated
      statements of operations.





Provisions of the Transaction
Agreements.The Investors will be entitled to exercise the Warrants on a
cashless basis if the shares of Common Stock underlying the Warrants are not
then registered pursuant to an effective registration statement. In the event
that an Investor exercises the Warrants on a cashless basis, then we will not
receive any proceeds. In addition, the exercise price of the Warrants will be
adjusted in the event we issue Common Stock at a price below market, with the
exception of any securities issued as of the date of the Warrant or issued in
connection with the Convertible Notes issued pursuant to the Securities Purchase
Agreements. Upon the issuance of shares of Common Stock below the market price,
the exercise price of the Warrants will be reduced accordingly. The market price
is determined by averaging the last reported sale prices for our shares of
Common Stock for the five trading days immediately preceding such issuance as
set forth on our principal trading market. The exercise price shall be
determined by multiplying the exercise price in effect immediately prior to the
dilutive issuance by a fraction. The numerator of the fraction is equal to the
sum of the number of shares outstanding immediately prior to the offering plus
the quotient of the amount of consideration received by us in connection with
the issuance divided by the market price in effect immediately prior to the
issuance. The denominator of such issuance shall be equal to the number of
shares outstanding after the dilutive issuance.





In
addition, the conversion price of the Convertible Notes and the exercise price
of the Warrants will be adjusted in the event that we issue Common Stock at a
price below the fixed conversion price or below market price, with the exception
of any securities issued in connection with the Securities Purchase Agreements.
The conversion price of the Convertible Notes and the exercise price of the
Warrants may be adjusted in certain circumstances such as if we pay a stock
dividend, subdivide or combine outstanding shares of Common Stock into a greater
or lesser number of shares, or take such other actions as would otherwise result
in dilution of the Investors’ positions.





Payment
of the Convertible Notes is secured by all of our assets pursuant to a Security
Agreement and an Intellectual Property Security Agreement.


- 22
-


Item
7A. Quantitative and Qualitative Disclosures About Market Risk.





Not
applicable.





Item
8. Financial Statements and Supplementary Data.





The response to this item follows Item 15.





Item
9. Changes in and Disagreements with Accountants on Financial Statement
Disclosure.





None.





Item
9A. Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





Our
management, principally Mr. Hreljanovic, our chief executive and chief financial
officer, evaluated the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report.  Based on that
evaluation, our management concluded that our disclosure controls and procedures
as of the end of the period covered by this report were effective to ensure that
the information required to be disclosed by us in the reports we file under the
Securities Exchange Act of 1934, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms and that information is
accumulated and communicated to our management, including our principal;
executive and principal financial officers, to allow timely decisions regarding
required disclosure.





Management’s
Report on Internal Control over Financial Reporting





The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934). The Company’s internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
GAAP.  The Company’s internal control over financial reporting
includes those policies and procedures that:





·
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;





·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with GAAP, and that
      receipts and expenditures of our Company are being made only in accordance
      with authorizations of our management and directors;
  and





·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.  Under the
supervision and with the participation of our management, the Company assessed
the effectiveness of the internal control over financial reporting as of
December 31, 2009.  In making this assessment, we used the criteria
set forth in Internal
Control-Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission.  Based on the results of
this assessment and those criteria, the Company concluded that the material
weakness that existed in the internal controls as of December 31, 2008 continued
to exist at December 31, 2009 as follow:





·
            A
      material weakness in the Company’s internal controls exists in that there
      is limited segregation of duties amongst the Company’s employees with
      respect to the Company’s preparation and review of the Company’s financial
      statements. Our chief Executive Officer is also our Chief Financial
      Officer and as a result, checks and balances are not always employed in
      all our operating processes.





·
            A
      material weakness in the Company’s internal controls exists in that there
      is an insufficient number of personnel with an appropriate level of
      experience and knowledge of the US GAAP and SEC reporting requirements.
      This material weakness may affect management’s ability to effectively
      review and analyze elements of the financial statement closing process and
      prepare financial statements in accordance with US
  GAAP.


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-


·           During
2008, as a result of the cessation of the operations at our main subsidiary, all
of that subsidiary’s records were seized by creditors and many of these records
remain unavailable.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.





Changes
      in Internal Control





There
were no changes in the small business issuer’s internal control over financial
reporting identified in connection with the Company evaluation required by
paragraph (3) of Rule 13a-15 or Rule 15d–15 under the Exchange Act that occurred
during the small business issuer’s fiscal year that has materially affected or
is reasonably likely to materially affect the small business issuer’s internal
control over financial reporting.





Item
9 B. Other Information.





Subsequent
Events





On March
19, 2010, the Company received a letter labeled as a “Notice of Default and
Demand for Payment” from JMJ Financial (“JMJ”) sent a notice of default to the
Company. The letter states that as a result of the alleged defaults the holder
is accelerating the notes and is demanding full payment of the outstanding
balance of principal and interest on the original Note on or before April 2,
2010.  The Company believes it has meritorious defenses and disputes
JMJ’s claim.





PART
III





Item
10. Directors and Executive Officers; Corporate Governance





Name
            Age
            PositionsVlado
      P. Hreljanovic
            62
            Director,
      Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
      President, Treasurer and SecretaryBarry
      S. Huston
            63
            Director





Our Board
of Directors is comprised of two directors of one class. Each director is
elected to hold office until the next annual meeting of shareholders and until
his successor has been elected and qualified. The following is a brief
description of the background and experience of our director and
officer.





Vlado P. Hreljanovic has been
Chairman of the Board, Director, Chief Executive Officer, Chief Financial
Officer, President, Treasurer, and Secretary since 1987. From 1980 through 1986,
he was an independent producer of full-length feature films, including Just
Before Dawn.  From 1976 through 1979, Mr. Hreljanovic was
corporate controller of Master Eagle, Inc., a wholly-owned subsidiary of Unimax,
Inc., formerly a publicly traded company. Prior thereto, he was with KPMG, LLC a
worldwide accounting, tax and advisory services firm.  Mr. Hreljanovic
received his bachelor of science from Fordham University in 1970. He also owns
and controls as sole owner, director and officer, Entertainment Marketing, Inc.,
a New York corporation.





Barry
S. Huston a director since 2000, has been a practicing attorney for
thirty-eight years specializing in complex personal injury and wrongful death
litigation, including construction and workplace accidents, motor vehicle
accidents, products liability, premises and municipal liability, medical
malpractice, toxic/environmental torts, and aviation disasters.  He is
of counsel to The Perecman Firm, P.L.L.C., a New York, New York personal injury
law firm.  Prior thereto, he was a senior partner with his own law
firm. Some of his most notable cases involve pharmaceutical products such as
pHisoHex containing the neurotoxin hexachlorophine and a dietary supplement
containing ephedra, litigation resulting from the Pan Am Flight 103 air
disaster, and a settlement of $15.7 million ($8.5 million present value), which
was one of the largest motor vehicle accident settlements in Massachusetts
history.  Mr. Huston received a Juris Doctor degree in 1972 from
Brooklyn Law School and a Bachelor of Arts in 1969 from Queens College of the
City of New York.





Committees of the
Board of Directors





Audit
Committee.We
have no audit committee of the Board of Directors. We are exempt from the
Securities and Exchange Commission requirements for a separate audit
committee. The board of directors believes that each member is
financially literate and experienced in business matters and is capable of (1)
understanding generally accepted accounting principles (“GAAP”)
and


- 24
-


financial
statements, (2) assessing the general application of GAAP principles in
connection with our accounting for estimates, accruals and reserves, (3)
analyzing and evaluating our financial statements, (4) understanding our
internal controls and procedures for financial reporting, and (5) understanding
audit committee functions, all of which are attributes of an audit committee
financial expert. However, the board of directors believes that no audit
committee member has obtained these attributes through the experience specified
in the SEC's definition of “audit committee financial expert.” Further, as is
the case with many small companies, it would be difficult for us to attract and
retain board members who qualify as “audit committee financial experts,” and
competition for such individuals is significant. The board of directors believes
that its current audit committee is able to fulfill its role under SEC
regulations despite not having a separate audit committee or a designated “audit
committee financial expert.”





No Compensation Committee.We
have no compensation committee of the Board of Directors. The entire board acts
as our compensation committee. Transactions between our management and us are
not conducted at arm's-length. These include their compensation arrangements set
forth in Item 11. Executive
Compensation and the transactions set forth in Item 13. Certain Relationships and Related
Transactions and Director Independencebelow. Mr. Hreljanovic, without
any independent authorization, review or oversight sets the terms of these
arrangements and transactions. There can be no assurance that the terms thereof
are comparable to those that would be negotiated at arm's-length or otherwise
fair and reasonable, despite the good faith belief of Mr. Hreljanovic that they
are.





Meetings of
Directors





There
were no formal meetings of the Board of Directors and no formal meeting of
committees thereof in fiscal 2009.   The board acted by unanimous
consent 12 times. We have adopted a policy that all directors must attend the
annual meeting of directors following the shareholders meeting and two-thirds of
all other meetings of directors.





Code
of Ethics





During
2009, we adopted a Code of Business Conduct and Ethics that addresses, among
other things, conflicts of interest, corporate opportunities, confidentiality,
fair dealing, protection and use of company assets, compliance with laws
(including insider trading laws), and reporting of unethical behavior. The Code
of Ethics is applicable to our directors, officers and all employees. Our Code
of Ethics is posted on our website www.junipergroup.com





In
addition, we have adopted a Finance Code of Ethics that requires honest and
ethical business conduct, full, accurate and timely financial disclosures,
compliance with all laws, rules and regulations governing our business, and
prompt internal reporting of any violations of the code. The Finance Code of
Ethics is applicable to our Chief Executive Officer, Chief Financial Officer,
Controller and all finance employees. We intend to satisfy the disclosure
requirements under Item 10 of Form 8-K regarding any amendment to or waiver of
the Code of Ethics with respect to our Chief Executive Officer, Chief Financial
Officer, Controller, and persons performing similar functions, by posting such
information on our website.





Compliance with
Section 16(a) of the Exchange Act





Section 16(a)
of the Securities Exchange Act 1934 requires our directors and executive
officers, and persons who own more than 10% of a registered class of our equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of our common stock and other equity securities of
Broadcaster. Officers, directors and greater than 10% shareholders are required
by the SEC regulations to furnish us with copies of all Section 16(a) forms
they file. These filings are publicly available on the SEC’s website at www.sec.gov. Based
solely on our review of the copies of such forms received by us and our review
of the SEC’s website, we believe that during fiscal year ended December 31,
2009, all filing requirements applicable to our officers, directors and greater
than 10% percent beneficial owners were complied with.


- 25
-





Item
11. Executive Compensation.





Summary
Compensation Table





The
following table sets forth certain information about the compensation paid to
management during 2009 and 2008:








Name
      and Principal Position
            Year
            
            Salary
              $
            
            
            Bonus
              $
            
            
            Stock
      Awards
              ($)
            
            
            Option
      Awards
              ($)
            
            
            Non-Equity
      Incentive Plan Compensation
              ($)
            
            
            Change
      in Pension Value and Nonqualified Deferred Compensation
      Earnings
              ($)
            
            
            All
      Other Compensation
              ($)
            
            
            Total
              ($)Vlado
      P. Hreljanovic
            2009
            
            $
            235,514
            (1)
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            24,187
            (2)
            
            $
            259,701Director,
      Chief Executive Officer, Chief Financial Officer, President and
      Treasurer(1)
            2008
            
            $
            235,514
            (1)
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            35,216
            (3)
            
            $
            270,730





(1)           A
portion of Mr. Hreljanovic’s salary amounting to $207,814 and $ 226,283 in 2009
and 2008, respectively, is accrued and has not been paid.





(2)           Other
compensation for Mr. Hreljanovic in 2009 was primarily comprised of insurance
premiums of $3,185, and health and life insurance premium of
$21,002.





(3)
            Other
      compensation for Mr. Hreljanovic in 2008 was primarily comprised of
      automobile lease payments and insurance premium of $24,192 and health and
      life insurance premium of $11,024.





Equity
Compensation Plan Information





On
December 19, 2008, the Board of Directors adopted the 2009-1 Stock Award Plan
(the " Plan") to provide incentive compensation to employees, directors,
officers and others who serve us. The Plan provides for the granting of up to
80,000 shares of Common Stock, as adjusted for the one for 500 reverse stock
split on August 27, 2009, to our personnel on such terms as the directors may
determine.  The directors may amend the Plan.  We granted
stock awards for all 80,000 shares for legal services valued at
$32,000.





On
December 25, 2009 the Board of Directors adopted the 2010 Stock Benefit Plan of
Juniper Group, Inc. which provides for the issuance of 15,000,000 shares of
Common Stock.  The exercise price of these Options shall be
established by the Plan Administrators, which may be amended from time to time
as the Plan Administrators may determine. None of the shares issuable pursuant
to this plan have been issued.





Option
Issues to Management





There
were no options issued to management during 2009 and there are no outstanding
options currently held by management.





Employment
and Other Compensation-Related Agreements with Management





Mr.
Hreljanovic has an Employment Agreement with the Company, which expired on
August 31, 2008, and that provides for his employment as President and Chief
Executive Officer at an annual salary and the Board of Directors, have
authorized a an extension of his employment agreement expiring on August 31,
2010 adjusted annually for the CPI Index and for the reimbursement of certain
expenses and insurance. Based on the foregoing formula, Mr. Hreljanovic's base
salary in 20098 was scheduled to be approximately $235,514. Additionally, the
employment agreement provides that Mr. Hreljanovic may receive shares of the
Company’s Common Stock as consideration for services rendered to the Company. In
2009 due to a working capital deficit, Mr. Hreljanovic received in a total of
$27,770 and the remaining balance due of $207,814 was accrued and has not been
paid.


- 26
-


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





Mr.
Hreljanovic has accrued salary of approximately $937,400 at December 31,
2009.   Mr. Hreljanovic incorporated Tower West Communications,
Inc. a California corporation, organized on January 2009 (“Tower”) and Ryan
Pierce Group, Inc., organized in July 2009 (“Ryan Pierce”).  Mr.
Hreljanovic paid all fees and costs associated with the organization of these
companies.   Juniper Services, Inc. owns a 100% interest in Tower
and Ryan Pierce subject to a first position security interest held by Mr.
Hreljanovic. Mr. Hreljanovic’s security interest in Tower and Ryan Pierce
extinguishes upon payment in full of all compensation owed him.





Additionally,
if the employment agreement is terminated early by us after a change in control
(as defined by the agreement), the officer is entitled to his accrued and not
paid salary and to a lump sum cash payment equal to approximately three times
his current base salary.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters





The
following table sets forth information, as of April 12, 2010, with respect to
the beneficial ownership of our Common Stock by each person known to be the
beneficial owner of more than five percent of the outstanding Common Stock, and
by our director and executive officer, individually and as a group.





Name
      of Beneficial Owner
            Title
      of Class
            Amount
      and Nature of Beneficial Owner
            Percent
      of ClassVlado
      P. Hreljanovic
              60
      Cutter Mill Road, Suite 611
              Great
      Neck, New York 11021
            Common
      Stock
              Series
      C Preferred Stock
              Series
      D Preferred Stock
              Series
      E Preferred Stock
            27
              220,000
              6,500,000
              31,000,000
            *
              66.67
              100.00%
              100.00%Barry
      S. Huston
              20
      Melby Lane
              East
      Hills, New York 11576
            
            None
            *Directors
      and Executive Officer as a Group
              (Two
      Persons)
            Common
      Stock
              Series
      C Preferred Stock
              Series
      D Preferred Stock
              Series
      E Preferred Stock
            27
              220,000
              6,500,000
              31,000,000
            *
              66.67
              100.00%
              100.00% *
Less than 1%.





Mr.
Hreljanovic controls approximately 97.5% of the total voting control of the
Company. His holdings have the following voting rights: 31,000,000 shares of
Voting Non-Convertible Series E Preferred Stock have 95 votes per share for an
aggregate of 2,945,000,000 votes; 6,500,000 shares of Voting Non-Convertible
Series D Preferred Stock, have 60 votes per share for an aggregate of
390,000,000 votes; 220,000 shares of Voting Convertible Redeemable Series C
Preferred Stock have 30 votes per share for an aggregate of 6,600,000 votes; and
an aggregate of 27 shares of Common Stock.





Item
13. Certain Relationships and Related Transactions and Director
Independence.





Transactions
with Directors, Officers and Principal Shareholders





Beginning
in 2006, Mr. Hreljanovic has made cash advances to us for working capital. These
advances are due on demand, bear no interest and are unsecured.  From
time to time, we have repaid Mr. Hreljanovic a portion of these
advances.  Giving effect to these repayments, the balance due to Mr.
Hreljanovic was approximately $937,400 at December 31, 2009.  We
believe that the terms of these loans are commercially reasonable and no less
favorable to us than we could have obtained from an unaffiliated third party on
an arm's length basis.





The
Company paid rent under a sublease during 2009 and 2008 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, 2009 and 2008 was approximately $61,000
and $58,000, respectively. The master lease and the Company’s sublease on this
space expire on November 30, 2016.


- 27
-





Item
14. Principal Accountant Fees and Services.





The
following table presents fees for professional services rendered by Liebman,
Goldberg and Hymowitz, LLP to us for 2009 and 2008:





Types
      of Fees
            Year
      Ended
              December
      31, 2009
            Year
      Ended
              December
      31, 2008Audit
      Fees
            $53,000
            $38,000Tax
      Fees
            $7,500
            $0Other
      Fees
            $0
            $0





To
safeguard the continued independence of the independent auditors, the Board has
adopted a policy that expands our existing policy preventing our independent
auditors from providing services to us that are prohibited under Section 10A(g)
of the Securities Exchange Act of 1934, as amended. This policy also provides
that independent auditors are only permitted to provide services to the Company
that have been pre-approved by the Board of Directors. Pursuant to the policy,
all audit services require advance approval by the directors. All other services
by the independent auditors that fall within certain designated dollar
thresholds, both per engagement as well as annual aggregate, have been
pre-approved under the policy. Different dollar thresholds apply to the three
categories of pre-approved services specified in the policy (Audit Related
services, Tax services and other services). The directors must approve all
services that exceed the dollar thresholds in advance.





On April
8, 2009, Morgenstern, Svoboda & Baer, CPA’s (the “Former Accountant”)
resigned as the independent registered public accounting firm for Juniper Group,
Inc. (the “Company”).





During
the Company’s two  recent fiscal years and the subsequent interim
periods through the date of resignation, there were no reportable events as the
term described in Item 304(a)(1)(iv) of Regulation S-B except for the
following:





During
the Company’s two most recent fiscal years and the subsequent interim periods
through the date of resignation, there were no disagreements with the Former
Accountant on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved to
the satisfaction of the Former Accountant, would have caused it to make
reference to the subject matter of the disagreement in connection with its
reports on the financial statements for those periods.





On April
10, 2009, Liebman, Goldberg & Hymowitz, LLP (the “New Accountant”) of 595
Stewart Avenue, Suite 420, Garden City, New York 11530 was retained as the
independent registered public accounting firm for the Company.





In making
the selection of the New Accountant, the Company’s management and board of
directors reviewed auditor independence issues and the absence of any
pre-existing business or commercial relationship with the New Accountant and
concluded that there are no such relationships that would impair the
independence of the New Accountant.  The board and management of the
Company concluded that the geographical proximity would benefit the Company in
working with the New Accountant and promote the timely completion of work
requested from the New Accountant.





During
the two fiscal years ended December 31, 2009 and December 31, 2008 and through
April 15, 2010, the Company did not consult with Liebman, Goldberg &
Hymowitz, LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) or Regulation S-B.











- 28
-


PART
IV





Item
15. Exhibits, Financial Statement Schedules.





3.1
            Articles
      of Incorporation, as amended (1),
      Certificate of Change Pursuant to NRS 78.209 filed July 2, 2008,
      Certificate of Change Pursuant to NRS.209 filed July 9, 2008, and
      Certificate of Amendment to Articles of Incorporation for Nevada Profit
      Corporations filed December 19, 2008 (2).3.2
            Bylaws
      (8)4.1
            Form
      of Securities Purchase Agreement, Callable Secured Convertible Note,
      Security Agreement, Intellectual Property Security Agreement, Subsidiary
      Guaranty, Registration Rights Agreement, and Common Stock Purchase Warrant
      signed with or, issued by the Registrant, as the case may be, to the
      Investors (3)4.2
            Certificates
      of Designation for Series A Preferred Stock filed January 4, 2006 and
      Series C Preferred Stock for February 5, 2007 with the Nevada Secretary of
      State (4)4.3
            Certificate
      of Designation for Series B Preferred Stock filed March 23, 2006 with the
      Nevada Secretary of State(8)4.4
            Certificate
      of Designation for Series D Preferred Stock filed February 5, 2007 with
      the Nevada Secretary of State(8)10.1
            Employment
      Agreement between the Registrant and Vlado P. Hreljanovic.(5)10.2
            2003
      Equity Incentive Plan (6)10.4
            2004
      Consultant Stock Plan (7)10.5
            2009-1
      Stock Award Plan (8)10.6
            The
      2010 Stock Benefit Plan of Juniper Group, Inc.(9)14.1
            Code
      of Business Conduct and Ethics (8)14.2
            Finance
      Code of Ethics (8)21.1
            Subsidiaries
      of the Registrant (3)31.1
            Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of Principal Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            Certification
      of Principal Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002








(1)
            Incorporated
      by reference to the Registrant’s Registration Statement on Form SB-2/A
      filed on or about May 3, 2007, SEC file Number
  333-31730.





(2)           Incorporated
by reference to the Company’s Form 10-K filed on May 15, 2009.





(3)
            Incorporated
      by reference to the Registrant’s Current Report on Form 8-K filed on or
      about August 1, 2006.





(4)
            Incorporated
      by reference to the Registrant’s Annual Report on Form 10-K SB for the
      year ended December 31, 2005 filed on or about April 17,
    2006.




(5)
            Incorporated
      by reference to the Company's Registration Statement on Form SB-2/A filed
      on May 31, 2006.






(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 6,
  2004.






(8)
            Incorporated
      by reference to the Company’s Form 10-K filed on May 15,
    2009.






(9)
            Incorporated
      by reference to the Company’s Form S-8 filed December 29,
      2009.




- 29
-








JUNIPER
GROUP, INC.


AND
SUBSIDIARIESSUBSIDIARIES


INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS

















Report
      of Independent Registered Public Accounting Firms
            F-2Consolidated
      Balance Sheets as of December 31, 2009 and 2008
            F-3Consolidated
      Statements of Operations for the years ended  December 31, 2009 and
      2008
            F-4Consolidated
      Statements of Cash Flows for the years ended December 31, 2009 and
      2008
            F-5Consolidated
      Statements of Stockholders'  Deficit for the years ended
      December 31, 2009 and 2008
            F-6Notes
      to Consolidated Financial Statements
            F-7














F-1


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To The
Board of Directors


Juniper
Group Inc. and Subsidiaries


Boca
Raton, Florida





We have
audited the accompanying consolidated balance sheets of Juniper Group Inc., and
Subsidiaries as of December 31, 2009 and 2008, and the related consolidated
statements of operations, changes in stockholders’ deficit and cash flows for
the two year period ended December 31, 2009 and 2008. These consolidated
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.





We
conducted our audits in accordance with 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
audit provides a reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Juniper Group
Inc. and Subsidiaries as of December 31, 2009 and 2008, and the consolidated
results of operations and cash flows for the year ended December 31, 2009 and
2008, in conformity with accounting principles generally accepted in the United
States.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Company has a working capital deficiency
and has suffered recurring losses from operations. These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters also are described in Note 9. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.











Liebman
Goldberg & Hymowitz, LLP


Garden
City, New York





April 15,
2010


F-2


JUNIPER
SERVICES, INC.


AND
SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


AS
OF DECEMBER 31, 2009 AND 2008


December
      31,2009
            
            2008ASSETSCurrent
      AssetsCash
            $
            87,663
            $
            7Accounts
      receivable-trade (net of allowance)
            
            466,041
            
            -Unbilled
      accounts receivable
            
            99,462
            
            -Prepaid
      expenses
            
            33,679
            
            24,575Total
      current assets
            
            686,845
            
            24,582Film
      licenses
            
            
            -
            
            123,538Property
      and equipment, net
            
            
            122,034
            
            37,531Note
      receivable
            
            
            605,000
            
            -Other
      assets
            
            
            14,050
            
            -Total
      assets
            
            $
            1,427,929
            $
            185,651LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      Liabilities:Accounts
      payable and accrued expenses
            
            $
            2,802,868
            $
            1,698,599Notes
      payable and capitalized leases – current portion
            
            
            2,256,056
            
            1,395,796Preferred
      stock dividend payable
            
            
            47,154
            
            41,068Due
      to officer
            
            
            866,503
            
            686,128Due
      to shareholders & related parties
            
            
            12,495
            
            56,038Total
      current liabilities
            
            
            5,985,076
            
            3,877,629Notes
      payable and capitalized leases, less current portion
            
            
            924,336
            
            1,488,671Derivative
      liability related to convertible debentures
            
            
            16,053,105
            
            62,033,078Warrant
      liability related to convertible debentures
            
            
            7,550
            
            360,204Total
      liabilities
            
            
            22,970,067
            
            67,759,582Stockholders’
      Deficit:12%
      Non-voting convertible redeemable preferred stock: $0.10 par value, 25,357
      shares
              authorized:
      25,357 shares issued and outstanding at December 31, 2009 and December
      31,
              2008:
      aggregate liquidation preference, $50,714 at December 31, 2009 and
      December 31,
              2008
            
            
            
            
            2,5362,536Voting
      convertible redeemable series B preferred stock: $0.10 par value 135,000
      shares
              authorized:
      106,670 shares issued and outstanding at December 31, 2009, and
      134,480
              shares
      issued and outstanding at December 31, 2008
            
            
            
            
            13,44810,667Voting
      convertible redeemable series C preferred stock: $0.10 par value 300,000
      shares
              authorized:
      300,000 shares issued and outstanding at December 31, 2009 and
      December
              31,
      2008
            
            
            
            
            30,00030,000Voting
      non-convertible series D preferred stock: $0.001 par value 6,500,000
      shares authorized,
              issued
      and outstanding at December 31, 2009 and December 31, 2008
            
            
            
            
            6,5006,500Voting
      non-convertible series E preferred stock: $0.001 par value, 100,000,000
      shares
              authorized:
      31,000,000 shares issued and outstanding at December 31, 2009 and 0 shares
      issued and outstanding at December 31, 2008
            
            
            
            
            -31,000Common
      Stock: $0.0001 par value, 10,000,000,000 shares authorized; 81,807,548
      shares
              issued
      and outstanding at December 31, 2009 and 490,133 shares issued and
      outstanding at
              December
      31, 2008
            
            
            
            
            498,181Additional
      paid-in capital:
            
            
            22,606
            
            22,606Attributed
      to 12% preferred stock non-votingAttributed
      to series B preferred stock voting
            
            
            2,444,367
            
            3,160,013Attributed
      to series C preferred stock voting
            
            
            22,000
            
            22,000Attributed
      to common stock
            
            
            23,628,851
            
            22,582,593Accumulated
      deficit
            
            
            (47,748,846)
            
            (93,413,676)Total
      stockholders’ deficit
            
            
            (21,542,138)
            
            (67,573,931)Total
      liabilities & stockholders’ deficit
            
            $
            1,427,929
            $
            185,651See
      Notes to Consolidated Financial
Statements


F-3


JUNIPER
      GROUP, INC.
              AND
      SUBSIDIARIES
              CONSOLIDATED
      STATEMENTS OF OPERATIONS
              FOR
      THE YEARS ENDED DECEMBER 31, 2009 AND 2008Years
      ended December 31,2009
            
            
            2008Revenues:Wireless
      infrastructure services
            $
            1,067,056
            
            $
            625,238Film
      licenses
            
            -
            
            
            7,500Total
      revenues
            
            1,067,056
            
            
            632,738Operating
      costs:Wireless
      infrastructure services
            
            917,758
            
            
            396,717Film
      licenses
            
            -
            
            
            7,500Total
      operating costs
            
            917,758
            
            
            404,217Gross
      profit
            
            149,298
            
            
            228,521Costs
      and expenses:Selling,
      general and administrative expenses
            
            1,488,830
            
            
            1,548,116Impairment
      of film licenses
            
            123,539
            
            
            27,563Total
      costs and expenses
            
            1,612,369
            
            
            1,575,679Loss
      from operations
            
            (1,463,071)
            
            
            (1,347,158)Other
      income (expense:Gain
      (loss) on adjustment of derivative and warrant liabilities to fair market
      value
            
            49,040,894
            
            
            (52,076,903)Amortization
      of debt discount
            
            (1,410,857)
            
            
            (964,861)Loss
      on disposition of assets
            
            -
            
            
            (271,127)Interest
      expense
            
            (475,050)
            
            
            (314,053)Settlement
      expenses
            
            (21,000)
            
            
            -47,133,987
            
            
            (53,626,944)Income
      (loss) before provision for income taxes
            
            45,670,916
            
            
            (54,974,102)Provision
      for income taxes
            
            -
            
            
            -Income
      (loss) before preferred stock dividend
            
            45,670,916
            
            
            (54,974,102)Preferred
      stock dividend
            
            (6,086)
            
            
            (6,086)Net
      income (loss) available to common stockholders
            $
            45,664,830
            
            $
            (54,980,188)Basic
      weighted average common shares outstanding
            
            17,952,814,
            
            
            119,100Basic
      net income (loss) per common share
            $
            2.54
            
            $
            (461.63)Diluted
      weighted average common shares outstanding
            
            20,436,810
            
            
            119,100Basic
      net income (loss) per common share
            $
            2.23
            
            $
            (461.63)





See Notes
to Consolidated Financial Statements


F-4





JUNIPER
GROUP, INC.


AND
SUBSIDIARIES


STATEMENTS
OF CASH FLOWS


FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008








Years
      Ended December 31,2009
            
            2008Operating
      Activities:Net
      income (loss)
            $
            45,664,830
            $
            (54,980,188)Adjustments
      to reconcile net cash provided by operating activities:Unrealized
      (gain) loss of derivative liabilities
            
            (49,040,894)
            
            52,076,903Amortization
      of debt discount
            
            1,410,857
            
            964,861Depreciation
      and amortization
            
            21,380
            
            87,668Impairment
      of film licenses
            
            123,538
            
            27,563Loss
      on disposition of assets
            
            -
            
            271,127Changes
      in operating assets and liabilities:Accounts
      receivable
            
            (466,041)
            
            204,523Unbilled
      accounts receivable
            
            (99,462)
            
            -Costs
      in excess of billings on uncompleted projects
            
            -
            
            6,712Prepaid
      and other current assets
            
            (9,104)
            
            150,232Accounts
      payable and accrued expenses
            
            1,647,422
            
            465,453Due
      to officers and shareholders
            
            167,832
            
            277,422Preferred
      stock dividend payable
            
            6,086
            
            6,085Net
      cash used in operating activities
            
            (573,556)
            
            (441,639)Investing
      activities:
            
            
            
            -Purchase
      of equipment and licenses
            
            (105,883)
            
            -Organizational
      expenses and other long term assets
            
            (14,050)Net
      cash used for investing activities:
            
            (119,933)
            
            -Financing
      activities:Repayment
      of borrowings
            
            (120,766)
            
            (146,003)Proceeds
      from borrowings
            
            756,911
            
            696,262Proceeds
      from note receivable
            
            145,000
            
            -Net
      cash provided by financing activities:
            
            781,145
            
            550,259Net
      cash increase in cash and equivalents
            
            87,656
            
            108,620Cash
      at beginning of the year
            
            7
            
            (108,613)Cash
      at end of the year
            $
            87,663
            $
            7Supplemental
      cash information:
            $
            -
            $
            -Interest
      paid
            $
            -
            $
            201Taxes
      paidSee
      Notes to Consolidated Financial
Statements





F-5


JUNIPER
GROUP, INC.
 AND
SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
 AS
OF DECEMBER 31, 2009 AND 2008


Preferred
      Stock
              Series
      B Preferred Stock
              Series
      C Preferred Stock
              Series
      D Preferred Stock
              Series
      E Preferred Stock
              Common
      Stock
              Accumulated
      Deficit
              
              Total
      Stockholders' DeficitShares
              
              Par
              APIC
              Shares
              Par
              APIC
              Shares
              Par
              APIC
              Shares
              Par
              APIC
              Shares
              Par
              APIC
              Shares
              Par
              APICBalance
      at December 31, 2007
              25,357
              $
              2,536
              22,606
              135,000
              13,500
              3,172,415
              80,000
              8,000
              22,000
              6,500,000
              6,500
              -
              -
              -
              -
              1,422
              -
              22,316,073
              (38,433,488)
              
              (12,869,858)Series
      B preferred stock issued in exchange for common stock
              
              
              
              
              (520)
              (52)
              (12,402)
              
              
              
              
              
              
              
              
              
              130,000
              13
              12,441
              
              
              -Common
      stock issued in exchange of convertible debentures
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              68,711
              7
              30,467
              
              
              30,474Issuance
      of Series C preferred stock
              
              
              
              
              
              
              
              222,000
              22,000
              
              
              
              
              
              
              
              
              
              
              
              
              22,000Common
      stock issued in exchange of current liabilities
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              290,000
              29
              273,612
              
              
              273,641Reversal
      of previously issued common stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (50,000)
              
              
              (50,000)Net
      (loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (54,980,188)
              
              (54,980,188)Balances
      at December 31, 2008
              25,357
              
              2,536
              22,606
              134,480
              13,448
              3,160,013
              300,000
              30,000
              22,000
              6,500,000
              6,500
              -
              -
              -
              -
              490,133
              49
              22,582,593
              (93,413,676)
              
              (67,573,931)Series
      B preferred stock issued in exchange for common stock
              
              
              
              
              (27,810)
              (2,781)
              (715,646)
              
              
              
              
              
              
              
              
              
              61,239,336
              6,125
              712,302
              
              
              -Common
      stock issued in exchange of convertible debentures
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              19,983,079
              1,998
              306,965
              
              
              308,963Common
      stock issued in exchange of current liabilities
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              95,000
              9
              26,991
              
              
              27,000Issuance
      of Series E preferred stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              31,000,000
              31,000
              
              
              
              
              
              
              31,000Net
      income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              45,664,830
              
              45,664,830Balances
      at December 31, 2009
              25,357
              
              2,536
              22,606
              106,670
              10,667
              2,444,367
              300,000
              30,000
              22,000
              6,500,000
              6,500
              -
              31,000,000
              31,000
              -
              81,807,548
              8,181
              23,628,851
              (47,748,846)
              $
              (21,542,138)


See Notes
to Consolidated Financial Statements


F-6





JUNIPER
GROUP, INC.


AND
SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
1 - Summary of Significant Accounting Policies





Description
of Business





Juniper
Group, Inc. (“Juniper” or the “Company”) is a corporation incorporated in the
State of Nevada in 1997. The Company’s business is primarily focused on wireless
infrastructure services operated through two wholly-owned subsidiaries of
Juniper Entertainment, Inc., a wholly-owned subsidiary of the
Company.





Wireless
infrastructure services:





The
Company’s wireless infrastructure services operations,  consists of
wireless and cable broadband installation services on a regional basis by
providing broadband connectivity services for wireless and cable service
providers.  All of our revenues in 2009 were derived from these
operations.





In
March  2006, Juniper Services, Inc. (“Services”) completed the
acquisition of all outstanding shares of New Wave Communication, Inc. (“New
Wave”), making it a wholly-owned subsidiary of Services. New Wave was a wireless
communications contractor in the Mid-West, specializing in tower erection,
extension, modifications and maintenance, as well as cellular, wireless
broadband and microwave systems installation. As a result of certain alleged
actions by Michael Calderhead and James Calderhead, former disloyal employees
for breaches of various contractual and fiduciary duties owed to the Company,
New Wave experienced a reduction in construction activity by major customers
which resulted in New Wave filing for bankruptcy and ceased operations in
November 2008.





In
January, 2009 and July 2009 we formed Tower West, Inc. (“Tower West”) and Ryan
Pierce Group, Inc. (“Ryan Pierce”), respectively, each a wholly-owned subsidiary
of Services. Tower West and Ryan Pierce currently operates nationally by
contracting to wireless telecommunication and tower owners and operators. As a
result, it is capable of sustained work anywhere within the United States. We
have master service agreements with ClearWire, Verizon, T- Mobile and American
Tower. Tower West and Ryan Pierce have added a new dimension to the fundamentals
of Services and will allow Services to leverage its customer base in creating a
wider market space for its base business.





Services’
direction is to support the increased demand in the deployment and maintenance
of wireless/tower system services with leading telecommunication companies in
providing them with site surveys, tower construction and antenna installation to
tower system integration, hardware and software installations.





Film
Distribution:





The
Company’s film distribution operations are conducted through one wholly-owned
subsidiary of Juniper Entertainment, Inc. The Company’s film distribution
operations consist of acquiring motion picture rights from independent producers
and distributing these rights to domestic and international territories on
behalf of the producers to various medias (i.e. DVD, satellite, pay television
and broadcast television).  We derived no revenue in 2009 and less
than 1% of our revenues in 2008 from these operations.  Although we
have not fully discontinued this line of business and will engage in the sale or
exploitation of film licenses if and when opportunities are
available,  at this time we will not aggressively devote the resources
of the Company in this area. As a result, management has determined that the
film licenses remaining should be fully written off in 2009. The Company took a
charge of approximately $124,000 and $28,000 in 2009 and 2008, respectively, as
impairment to film licenses in the accompanying consolidated statement of
operations.





NOTE
2 - Summary of Significant Accounting Policies





Accounting
Standards Codification.  In June 2009, the Financial Accounting
Standards Board (“FASB”) issued guidance now codified under Accounting Standards
Codification (“ASC”) Topic 105-10, which establishes the FASB Accounting
Standards Codification (the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied in the preparation of
financial statements in conformity with GAAP.  ASC Topic 105-10 explicitly
recognizes rules and interpretive releases of the SEC under federal
securities laws as authoritative GAAP for Securities and
Exchange


F-7


Commission
(“SEC”) registrants.  Upon adoption of this guidance under ASC Topic
105-10, the Codification superseded all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting literature
not included in the Codification became non-authoritative.  The guidance
under ASC Topic 105-10 became effective for the Company as of September 30,
2009.  References made to authoritative FASB guidance throughout this
document have been updated to the applicable Codification section.





Consolidation.
The consolidated financial statements include the accounts of Juniper and its
wholly-owned subsidiaries.  All significant intercompany transactions
and balances have been eliminated in consolidation.







Use of
Estimates. The preparation of the consolidated 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.





Revenue
and Cost Recognition.  In the wireless infrastructure services, the
Company enters into contracts principally on the basis of competitive bids, the
final terms and prices of which are frequently negotiated with the customer.
Although the terms of its contracts vary considerably, most services are made on
a cost- plus or time and materials basis. The Company completes most projects
within six months.





The
Company follows the guidance in the ASC 605-25 in recognizing income. 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 collectability is reasonably assured. The actual
cost required to complete a project and, therefore, the profit eventually
realized, could differ materially in the near term. Costs in excess of billings
on uncompleted contracts are shown as a current asset. Anticipated losses on
contracts, if any, are recognized when they become evident.





Revenue
from film distribution service is recognized when the license period begins and
the licensee and the Company become contractually obligated under a
non-cancelable agreement. All revenue recognition for license agreements is in
compliance with the ASC 926-10.





Accounts
Receivable.  Accounts receivable is stated at the amount billable to
customers. The Company provides allowances for doubtful accounts, which are
based upon a review of outstanding receivables, historical performance and
existing economic conditions. Accounts receivable are ordinarily due 30
to 60 days after issuance of the invoice. The Company establishes reserves
against receivables 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. The
Company’s policy is not to accrue interest on past due trade
receivables.  Unbilled accounts receivables represent revenue on
uncompleted infrastructure construction and installation contracts that are not
yet billed or billable, pursuant to contract terms.





Concentration
of Credit Risk.  Financial instruments which potentially subject the
Company to significant concentrations of credit risk are principally trade
accounts receivable. Concentration of credit risk with respect to the technology
and entertainment services segment is primarily subject to the financial
condition of the segment's largest customers.





Property
and Equipment.  Property and equipment including assets under capital
leases are stated at cost. Expenditures for normal repairs and maintenance are
charged to operations as incurred.  The cost of property or equipment
retired or otherwise disposed of and the related accumulated depreciation are
removed from the accounts in the period of disposal with the resulting gain or
loss reflected in earnings or in the cost of the
replacement.  Depreciable life ranges from 3 to 5 years.  
Depreciation is computed generally on the straight-line method for financial
reporting purposes over their estimated useful lives.





Financial
Instruments.  The estimated fair values of accounts payable and
accrued expenses approximate their carrying values because of the short maturity
of these instruments. The Company's debt (i.e., notes payable, convertible
debentures and other obligations) does not have a ready market. These debt
instruments are shown on a discounted basis 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 from their carrying
value.





ASC
815-10 requires that due to indeterminable number of shares which might be
issued the imbedded convertible host debt feature of the Callable Secured
Convertible Notes, the Company is required to record a liability relating to
both the detachable warrants and the embedded convertible feature of the notes
payable, which is included in the liabilities as a


F-8


“derivative
liability”, and to all other warrants issued and outstanding as of December 28,
2005, except those issued to employees.  The result of adjusting these
derivative liabilities to market generated an unrealized gain of approximately
$49.0 million for the year ended December 31, 2009 and an unrealized loss of
$52.1 million for the year ended December 31, 2008.





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.  There was no amortization recognized in 2009 or
2008.





Intangible
assets at December 31, 2009 predominantly consist of film licenses. 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 each 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.





The
Company evaluates the recoverability of its long lived assets in accordance with
ASC 360, “Accounting for Impairment or Disposal of Long-Lived Assets,” which
generally requires the Company to assess these assets for recoverability
whenever events or changes in circumstance indicate that the carrying amount of
such assets may not be recoverable. The Company considers historical performance
and future estimated results in its evaluation of potential impairment and then
compares the carrying amount of the asset to the estimated non-discounted future
cash flows expected to result from the use of the asset. If such assets are
considered to be impaired, the impairment recognized is measured by comparing
projected individual segment discounted cash flow to the asset segment carrying
values. The estimation of fair value is in accordance with ASC 926-10
“Accounting by Producers and Distributors of Film” (“ASC 926-10”). Actual
results may differ from estimates and as a result the estimation of fair values
may be adjusted in the future.





Stock-Based
Compensation.  In February 2007, the Financial Accounting Standards
Board (“FASB”) ASC 825-10 which provides companies with an option to report
selected financial assets and financial liabilities at fair
value.  Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings at each subsequent reporting
date.  SFAS 159 is effective for fiscal years beginning after November
15, 2007.  We have adopted this process.  There was no
compensation expense for stock options calculated in 2009 and 2008.





Derivative
Instruments.  Effective December 28, 2005, the Company adopted ASC
815. ASC 815 requires that all derivative instruments be recorded on the balance
sheet at fair value. Changes in the fair value of derivatives are reported as
other income or expense in the period of the change.





Income
Taxes.  The Company provides for income taxes in accordance with ASC
740-10 which 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.





Net
Income (loss) per Common Share.  The provisions of ASC 260-10
"Earnings per Share," which requires the presentation of both net income (loss)
per common share and net income (loss) 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 2008, net (loss) per common share and net (loss) per common
share-assuming dilution are the same.





Net
income (loss) per common share for the year ended December 31, 2009 and 2008 has
been computed by dividing net income (loss) available to Common Stockholders by
the weighted average number of common shares outstanding throughout the year of
17,952,814 and 119,100, respectively.





All of
the weighted average number of common shares outstanding have been adjusted to
reflect the one-for-two hundred reverse stock split on July 18, 2008 and the
one-for-five hundred reverse stock split on August 27, 2009.





Warrants
Issued With Convertible Debt.  The Company has issued and anticipates
issuing warrants along with debt and equity instruments to third parties. These
issuances are recorded based on the fair value of these instruments. Warrants
and equity instruments require valuation using the Black-Scholes model and other
techniques, as applicable, and consideration of assumptions including but not
limited to the volatility of the Company’s stock, and expected lives of these
equity instruments.


F-9








Reclassifications.  Certain
amounts in the 2008 consolidated financial statements were reclassified to
conform to the 2009 presentation.





New
Accounting Pronouncements.  In May 2008, the FASB issued ASC 470,
which applies to convertible debt that includes a cash conversion feature. Under
FSP APB 14-1, the liability and equity components of convertible debt
instruments within the scope of this pronouncement shall be separately accounted
for in a manner that will reflect the entity’s nonconvertible debt borrowing
rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is
effective for fiscal years beginning after December 15, 2008. The Company is
currently assessing the impact of the adoption of FSP APB 14-1 on its
consolidated financial statements.





In June
2008, the FASB ratified ASC 815 which provides that an entity should use a two
step approach to evaluate whether an equity-linked financial instrument (or
embedded feature) is indexed to its own stock, including evaluating the
instrument’s contingent exercise and settlement provisions. It also clarifies on
the impact of foreign currency denominated strike prices and market-based
employee stock option valuation instruments on the evaluation. ASC 815 is
effective for fiscal years beginning after December 15, 2008. The Company is
currently assessing the impact, if any, on its consolidated financial
statements.





In
November 2008, the FASB ratified ASC 323, which clarifies the accounting for
certain transactions and impairment considerations involving equity method
investments. ASC 323 is effective for fiscal years ended after December 15,
2008. The Company is currently assessing the impact of the adoption of ASC 323
on its consolidated financial statements.





In June
2009, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards No.168, The FASB Accounting Standards
Codification and Hierarchy of Generally Accepted Accounting Principles – a
replacement of FASB Statement No.162(the “Codification”) The
Codification reorganized existing U.S. accounting and reporting standards issued
by the FASB and other related private sector standard setters into a single
source of authoritative accounting principles arranged by topic. The
Codification supersedes all existing U.S. accounting standards; all other
accounting literature not included in the Codification (other than Securities
and Exchange Commission guidance for publicly-traded companies) is considered
non-authoritative. The Codification is effective on a prospective basis for
interim and annual reporting periods ending after September 15, 2009. The
adoption of the Codification changed how the Company refers to U.S. GAAP
accounting standards but did not impact the Company’s results of operations,
financial position or liquidity.





In May
2009, the FASB issued new guidance for accounting for subsequent events. The new
guidance, which is now part of Accounting Standards Codification (“ASC”) 855,
incorporates the subsequent events guidance contained in the auditing standards
literature into authoritative accounting literature. It also requires entities
to disclose the date through which they have evaluated subsequent events and
whether the date corresponds with the release of their financial statements. ASC
855 is effective for all interim and annual periods ending after September 15,
2009. We adopted ASC 855 upon its issuance and it had no material impact on our
financial statements.





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 5).





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 these 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.


F-10


The
Company is currently directing all its resources and efforts toward building the
Company's wireless infrastructure services business. Due to the limited
availability of capital, personnel and resources, the volume of film sales
activity has been significantly diminished.  Although we have not
fully discontinued the film distribution business, due to the limited
availability of capital and personnel management has determined that it will not
aggressively devote resources of the Company in this area.





NOTE 3 -Prepaid
Expenses





At
December 31, 2009, prepaid expenses and other current assets consisted primarily
of prepaid insurance and deposits of approximately $33,700, all of which will be
realized in 2010.





At
December 31, 2008, prepaid expenses consisted primarily of prepaid legal
expenses of approximately $25,000.





NOTE
4 - Property and Equipment





Depreciation
expense for the year ending December 31, 2009and 2008 was $21,380 and $87,668,
respectively. At December 31, 2009 and 2008, property and equipment consisted of
the following:





December
      31,2009
            
            
            2008Vehicles
            
            $
            62,266
            
            
            $
            51,766Equipment
            
            
            85,662
            
            
            
            383,531Website
      costs
            
            
            43,131
            
            
            
            217,593Leasehold
      improvements
            
            
            23,337
            
            
            
            53,296Furniture
      and fixtures
            
            
            25,388
            
            
            
            26,939Total
      property and equipment
            
            
            239,784
            
            
            
            733,125Accumulated
      depreciation
            
            
            117,750
            
            
            
            695,594Property
      and equipment, net
            
            $
            122,034
            
            
            $
            37,531





During
2009 the Company wrote off $599,224 of fully depreciated assets that were no
longer useful.





NOTE
5 - Film Licenses





The
Company evaluates the recoverability of its long lived assets in accordance with
ASC 360-10 which generally requires the Company to assess these assets for
recoverability whenever events or changes in circumstance indicate that the
carrying amount of such assets may not be recoverable. The Company considers
historical performance and future estimated results in its evaluation of
potential impairment and then compares the carrying amount of the asset to the
estimated non-discounted future cash flows expected to result from the use of
the asset. If such assets are considered to be impaired, the impairment
recognized is measured by comparing projected individual segment discounted cash
flow to the asset segment carrying values. The estimation of fair value is in
accordance with ASC 926-10.  Actual results may differ from estimates
and as a result the estimation of fair values may be adjusted in the
future.





The
Company has historically been engaged in acquiring film rights from independent
producers and distributing these rights to domestic and international
territories on behalf of the producers to various media (i.e. DVD, satellite,
home video, pay-per view, pay television, television, and independent syndicated
television stations). For the past several years, we have reduced our efforts in
the distribution of film licenses primarily because of the resources required to
continue in today's global markets and deal with issues such as electronic media
and piracy.  At the end of 2009 and 2008, we evaluated our film
library, taking into account the revenue generated over the past several years,
the resources available to us to continue to pursue opportunities in this area
and the resources necessary to maintain our rights against international piracy
and copyright infringement. Although we have not fully discontinued this line of
business and will engage in the sale or exploitation of film licenses if and
when opportunities are available,  at this time we will not
aggressively devote the resources of the Company in this area. As a result,
management has determined that the film licenses remaining should be fully
written off in 2009. The Company took a charge of approximately $124,000 and
$28,000 in 2009 and 2008, respectively, as impairment to film licenses in the
accompanying consolidated statement of operations.


F-11





NOTE-6-
Notes Payable





The
following is a summary of the notes payable on the balance sheet at December 31,
2009 and 2008





December
      31,Description
            
            2009
            
            
            2008Note
      payable to bank
            
            $
            321,907
            
            
            $
            321,907Notes
      payable to others
            
            
            106,207
            
            
            
            183,956Callable
      Secured Convertible Notes (net of unamortized debt discount of $576,782 at
      December 31, 2009)
            
            
            1,955,330
            
            
            
            1,459,7802009
      Convertible Notes (net of unamortized debt discount of $810,970 at
      December 31, 2009)
            
            
            176,530
            
            
            
            -Convertible
      Notes (net of unamortized debt discount of $1,142,079 at December 31,
      2009)
            
            
            620,418
            
            
            
            918,8243,180,392
            
            
            
            2,884,467Less
      current portion
            
            
            2,256,056
            
            
            
            1,395,796$
            924,336
            
            
            $
            1,488,671








A
subsidiary of the Company had a bank line of credit of approximately
$300,250 which does not include an outstanding interest balance of approximately
$21,750, all of which was outstanding at December 31, 2007 at an interest rate
of 7.75% with a maturity on June 6, 2008. The obligation to the bank has not
been repaid and remains payable at December 31, 2009.





A 7%
Convertible Note matured in 2007 and is currently classified in the current
portion of Notes Payable as terms for an extension are currently being
negotiated.





Notes
payable includes the settlement of a lawsuit against a former consultant for
$310,000. Monthly payments are approximately $7,200.





Callable Secured
Convertible Notes. The
Company has entered into a series of Securities Purchase Agreements with New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd. and AJW Partners, LLC (collectively referred to hereinafter as “NIR
Group”) starting in December 28, 2005, with the last financing for
$50,000 occurring on March 11, 2009.  Various Callable Secured Notes
(the “Callable Notes”) initially bore interest at a rate of 8% with the right to
convert into shares of Common Stock at a discount of 65% based upon the average
of the three lowest intraday trading prices for the Common Stock for the 20
trading days before, but not including, the conversion date.  As a
result of various adjustments and the receipt of additional financing from NIR
Group, the interest rate on all of the Callable Notes was adjusted to rates of
12% or 15%.  Furthermore, the discount conversion rate was increased
from 65% to 72% on a majority of the Callable Notes. In connection with the
Callable Notes, as adjusted for reverse stock splits, the NIR Group also
received warrants to purchase a total of 500,300 shares of Common Stock of the
Company at exercise prices ranging from $.50 to $13,000 per share and expire on
dates through December 2015 (see footnote 6). On January 31, 2008 and November
10, 2008 the NIR Group agreed to convert an aggregate of $338,642 of accrued
interest into Callable Notes.  The total principal outstanding
relating to all of the Callable Notes at December 31, 2009 was $2,532,133, of
which $1,812,472, including $671,703 which is past due, is classified as a
current liability in the accompanying consolidated balance sheet. See Note
5.





In
addition, the conversion price of the Callable Notes and the exercise price of
the warrants will be adjusted in the event that we issue Common Stock at a price
below the fixed conversion price, below market price, with the exception of any
securities issued in connection with the Securities Purchase Agreement. The
conversion price of the Callable Notes and the exercise price of the warrants
may be adjusted in certain circumstances such as if we pay a stock dividend,
subdivide or combine outstanding shares of Common Stock into a greater or lesser
number of shares, or take such other actions as would otherwise result in
dilution of the selling stockholder's position. The selling stockholders have
contractually agreed to restrict their ability to convert or exercise their
warrants and receive shares of our Common Stock such that the number of shares
of Common Stock held by them and their affiliates after such conversion or
exercise does not exceed 4.99% of the then issued and outstanding shares of
Common Stock. In addition, NIR Group may have a security interest in
substantially all of our assets and registration rights.


F-12


2009 Convertible Notes. On
May 11, 2009 the Company entered into a financing agreement with JMJ Financial
(“JMJ”). The Company issued a Convertible Promissory Note to JMJ (the “JMJ
Note”) in the amount of $825,000 with an interest rate of 13.2% and JMJ issued a
Secured & Collateralized Promissory Note to the Company in the amount of
$750,000 with an interest rate of 12%. Both notes mature three years from the
effective date. The interest on both notes was incurred as a one-time charge on
the effective date of the notes and is equal to $99,000 on each note. As of
December 31, 2009 the Company has received $145,000 toward the satisfaction of
the Secured & Collateralized Promissory Note from JMJ as of September 30,
2009. The JMJ Note is convertible into the Common Stock of the Company at a
conversion price based on 70% of the lowest trade price in the 20 trading days
prior to the conversion.  Any conversions by JMJ are limited to the
JMJ remaining under 4.99% ownership of the outstanding Common Stock of the
Company.  Pursuant to the terms of the note, the Company is not
permitted to prepay the note unless approved by JMJ.





On August
20, 2009, the Company entered into a $50,000 convertible note with Redwood
Management LLC.  (“Redwood Note-I”) The Redwood Note-I has a three
year term, bears interest at 10% and is convertible into Common Stock at an
exercise price equal to 40% of the lowest closing bid price for the 10 trading
days prior to conversion. Pursuant to the terms of the Redwood Note-I, the
Company may prepay the note in whole or in part at 125% of the amount to be
prepaid upon seven (7) days notice prior to redemption.





On
October 19, 2009, the Company entered into a $12,500 convertible note with
Redwood Management LLC.  (“Redwood Note-II”) The Redwood Note-II has a
three year term, bears interest at 10% and is convertible into Common Stock at
an exercise price equal to 40% of the lowest closing bid price for the 10
trading days prior to conversion. Pursuant to the terms of the Redwood Note-II,
the Company may prepay the note in whole or in part at 125% of the amount to be
prepaid upon seven (7) days notice prior to redemption.





The JMJ
Note together with Redwood Note-I and Redwood Note-II are collectively referred
to as the 2009 Convertible Notes. All of the 2009 Convertible Notes are
classified as a long term liability in the accompanying consolidated balance
sheet.





Convertible
Notes.The Company has entered into a series of convertible
notes (the “Convertible Notes”) in exchange for cash proceeds, goods or
services.  The Convertible Notes has maturities ranging from two to
seven years and accruing interest at rates ranging from 10% to
15%.  The Convertible Notes are generally convertible into Common
Stock of the Company at an exercise price equal to the lowest closing bid price
for the 10 trading days prior to conversion. At December 31, 2009 the
Convertible Notes had an outstanding principal balance of approximately
$1,828,000 of which approximately $331,000 is classified as a current liability
in the accompanying consolidated balance sheet.





Due to
the indeterminate number of shares which might be issued under the convertible
conversion feature of the Callable Notes, the 2009 Convertible Notes and the
Convertible Notes outstanding, the Company is required to record a liability
relating to both the detachable warrants and embedded convertible feature of the
convertible debentures payable which is included in the liabilities in the
accompanying consolidated balance sheets as a “derivative
liability”.





The
accompanying consolidated financial statements comply with current requirements
relating to warrants and embedded derivatives as follows:





a.
            The
      Company treats the full fair market value of the derivative and warrant
      liability on the convertible secured debentures as a discount on the
      debentures (limited to their face value). The excess, if any, is recorded
      as an increase in the derivative liability and warrant liability with a
      corresponding increase in loss on adjustment of the derivative and warrant
      liability to fair value.





b.
            Subsequent
      to the initial recording, the change in the fair value of the detachable
      warrants, determined under the Black-Scholes option pricing formula and
      the change in the fair value of the embedded derivative (utilizing the
      Black-Scholes option pricing formula) in the conversion feature of the
      convertible debentures are recorded as adjustments to the liabilities as
      of each balance sheet date with a corresponding change in Loss on
      adjustment of the derivative and warrant liability to fair
      value.





c.
            The
      expense relating to the change in the fair value of the Company’s stock
      reflected in the change in the fair value of the warrants and derivatives
      (noted above) is included in other income in the accompanying consolidated
      statements of operations.





F-13





NOTE
7 - Shareholders' Deficit





Net
income (loss) per common share for 2009 and 2008 has been computed by dividing
net income (loss), after preferred stock dividend provision of $6,086 in
both years, by the basic and diluted weighted average number of common shares
outstanding for 2009 and 2008, after giving effect to the one-for-five hundred
reverse stock split on August 27, 2009 and the one-for-two hundred reverse stock
split on July 18, 2008, as applicable.





Our
obligation to issue shares of our Common Stock upon conversion of our
Convertible Debentures and preferred stock is essentially
limitless.  As such we may not have sufficient shares of authorized
Common Stock to convert all of the outstanding Convertible Debentures and
preferred stock.  This could affect our ability to raise additional
funds.





Stock-Based
Compensation





ASC
718-10 "Accounting for Stock Based Compensation" (“ASC 718-10”), which the
Company adopted on December 15, 2005, 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. During 2009 none of the outstanding
stock options were exercised and as of December 31, 2009 all of the issued and
outstanding stock options have expired.





Preferred
Stock





According
to the Company’s corporate charter, 500,000,000 shares of preferred stock have
been authorized for issuance.  As of December 31, 2009, 106,960,357
have been designated for the Company’s five classes of preferred
stock.





12%
Convertible Non-Voting Preferred Stock





The
Company's 12% non-voting convertible Preferred Stock entitles the holder to
annual dividends  of $.24 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, 2009, 25,357 shares of
the Non-Voting Preferred Stock were outstanding.





On
February 7, 2008, 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 dividends.
Accrued and unpaid dividends at December 31, 2009, were $ 47,154. 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).





The
Company's Preferred Stock is convertible into shares of Common Stock at a rate
of two shares of Common Stock (subject to adjustments) for each share of
Preferred Stock, at the option of the Company, at any time on not less than 30
days' written or published notice to the Preferred Stockholders of record,
at a price $2.00 per share (plus all accrued and unpaid dividends). The holders
of the Preferred Stock have the opportunity to convert shares of Preferred Stock
into Common Stock during the notice period. The Company does not have nor does
it intend to establish a sinking fund for the redemption of the Preferred
Stock.  As adjusted, the aggregate outstanding shares of Preferred Stock
would currently be converted into a total of fifteen shares of Common
Stock.





Series B
Voting Preferred Stock





The
Company filed a Certificate of Designation of Series B Convertible Preferred
Stock (“Series B Preferred Stock”) on January 4, 2006, pursuant to which the
Company authorized for issuance 135,000 shares of Series B Preferred Stock, par
value $0.10 per share.  The holders of the Series B Preferred Stock
have the right to convert the Series B Preferred Stock into share of the
Company’s Common Stock by dividing the Liquidation Preference ($20 per share) by
the Conversion Price, which is equal to the weighted average price of the Common
Stock as reported by Bloomberg for the ten (10) consecutive trading days prior
to the conversion date. The holders of the Series B Preferred Stock shall have
the right to vote together with the holders of the Corporation’s Common Stock on
all matters presented to the holders of the Common Stock, and not as a separate
class, on a 30 votes per share basis. . The foregoing holders were existing
investors before they did the exchange.


F-14


Shares of
Series B Preferred Stock are convertible into shares of Common Stock of the
Company at a conversion price which is equal to 50% of the closing bid price of
the Company’s Common Stock. At December 31, 2009, 106,667 shares of the Series B
Preferred Stock were outstanding.








Series C
Voting Preferred Stock





The
Company filed a Certificate of Designation of Series C Convertible Preferred
Stock on March 23, 2006, pursuant to which the Company authorized for issuance
300,000 shares of Series C Preferred Stock, par value $0.10 per share, which
shares are convertible after (i) the market price of the Common Stock is above
$1.00 per share; (ii) the Company’s Common Stock is trading on the OTCBB market
or the AMEX; (iii) the Company is in good standing; (iv) the Company must have
more than 500 stockholders; (v) the Company must have annual revenue of at least
four million dollars; (vi) the Company does not have at least $100,000 EBITA for
the fiscal year preceding the conversion request. The holders of the Series C
Preferred Stock shall have the right to vote together with the holders of the
Corporation’s Common Stock, on a 30 votes per share basis (and not as a separate
class), on matters presented to the holders of the Common Stock.  The
Company issued 220,000 shares of Series C Preferred Stock to its President. At
December 31, 2009, 300,000 shares of the Series C Preferred Stock were
outstanding.





Non-Convertible
Series D Voting Preferred Stock





The
Company filed a Certificate of Designation of Series D Preferred Stock on
February 5, 2007 and a Certificate of Change of Number of Authorized Shares and
Par Value of Series D Preferred Stock on March 26, 2007, pursuant to which the
Company authorized for issuance 6,500,000 of shares of Series D Preferred Stock,
par value $0.001 per share.   Holders of the Series D Preferred
Stock have the right to vote together with holders of the Company’s Common
Stock, on a 60-votes-per-share basis (and not as a separate class), on all
matters presented to the holders of the Common Stock.  The shares of
Series D Preferred Stock are not convertible into Common Stock of the
Company.  The Company issued 6,500,000 shares Series D Preferred Stock
to the Company’s to its President.





Non-Convertible
Series E Voting Preferred Stock





On July
7, 2009 the Board of Directors unanimously approved for issuance 100,000,000
shares of Series E Preferred Stock, par value $0.001 per share The Company filed
a Certificate of Designation of Series E Preferred Stock (”Series E Preferred
Stock”) on July 10, 2009. Holders of Series E Preferred Stock have the right to
vote together with holders of the Company’s Common Stock, on a 95 votes per
share basis, not as a separate class, on all matters presented to the holders of
the Common Stock.  The shares of the Series E Preferred Stock are not
convertible into Common Stock of the Company.  The Company issued
31,000,000 shares of Series E Preferred Stock, valued at $31,000, to the
President as partial settlement for accrued compensation.





Warrants





A summary
of warrants outstanding at December 31, 2009,  after giving effect to
a one for  five hundred reverse stock split on  August 27,
2009.





Warrants
            Date
      Issued
            Expiration
      Date
            Price230
            Various
            Various
      thru 6/19/15
            $500
      - $5,00070,000
            7/29/08
            7/29/15
            $2.50100,000
            9/24/08
            9/24/15
            $2.5050,000
            11/5/08
            11/5/15
            $0.50180,000
            12/3/08
            12/3/15
            $0.50100,000
            12/5/08
            12/5/15
            $0.25500,230





F-15





NOTE
8 - Related Parties





The
Company paid rent month to month during 2009 and 2008 to a company affiliated
with the Chief Executive Officer. The rent paid was substantially the same as
that of the affiliate's lease agreements with the landlord. Rent expense for the
years ended December 31, 2009 and 2008 was approximately $61,000 and $58,000,
respectively.





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.





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 received $0 and $7,500 in revenue relating to these films during 2009
and 2008, respectively.





Throughout
2009 and 2008, 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 net outstanding balance due to the officer at December
31, 2009 and 2008 was approximately $867,000 and $686,000,
respectively.





No legal
services were rendered by Mr. Huston or his firm in 2009 and 2008; and no fees
were paid to Mr. Huston or his firm in 2009.





NOTE
9 - Commitments and Contingencies





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 expired on
August 31, 2008, and that provides for his employment as President and Chief
Executive Officer at an annual salary and the Board of Directors, have
authorized an extension of his employment agreement expiring on August 31, 2010
adjusted annually for the CPI Index and for the reimbursement of certain
expenses and insurance. Based on the foregoing formula, Mr. Hreljanovic's base
salary in 2009 was scheduled to be approximately $235,514. Additionally, the
employment agreement provides that Mr. Hreljanovic may receive shares of the
Company’s Common Stock as consideration for services rendered to the Company.
Due to a working capital deficit, Mr. Hreljanovic received in gross of $27,770
and the balance due of $207,814 was accrued and not paid.





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





Mr.
Hreljanovic has accrued salary of approximately $937,400 at December 31,
2009.   Mr. Hreljanovic incorporated Tower West Communications,
Inc. a California corporation, organized on January 2009 (“Tower”) and Ryan
Pierce Group, Inc., organized in July 2009 (“Ryan Pierce”).  Mr.
Hreljanovic paid all fees and costs associated with the organization of these
companies.   Juniper Services, Inc. owns a 100% interest in Tower
and Ryan Pierce subject to a first position security interest held by Mr.
Hreljanovic. Mr. Hreljanovic’s security interest in Tower and Ryan Pierce
extinguishes upon payment in full of all compensation owed him.





Additionally,
if the employment agreement is terminated early by us after a change in control
(as defined by the agreement), the officer is entitled to his accrued and not
paid salary and to a lump sum cash payment equal to approximately three times
his current base salary.





Litigation





On June
15, 2007, the Company, through its subsidiaries, commenced a lawsuit against
Michael Calderhead and James Calderhead (the “Calderheads”) former employees, in
the United States District Court for the Eastern District of New York (Case No.
07-CV-2413).  The complaint asserts claims against the Calderheads for
breaches of a stock exchange agreement, breaches of an employment agreement, and
breaches of fiduciary duties owed to Juniper and its wholly-owned
subsidiary


F-16


New Wave
Communications, Inc. (“New Wave”).  Juniper alleges the Calderheads
committed serious, material breaches of their agreements with
Juniper.  Indeed, almost immediately after Juniper’s acquisition of
New Wave, and while still employed by Juniper and/or New Wave and bound by their
agreements with Juniper, the Calderheads made preparations to form and operate a
rival business to compete with Juniper and New Wave.





In
February 2006, a mere two months after Juniper’s acquisition of New Wave, the
Calderheads met with possible financiers to discuss incorporating a new company
that would compete with New Wave and Juniper.  Juniper alleges that
the meeting involved at least James Calderhead, a Juniper executive and the
President of New Wave; Michael Calderhead, a New Wave Chief Operating Officers;
another New Wave executive who had worked with Michael Calderhead prior to the
Juniper acquisition; and a local businessman in Franklin, Indiana, and the owner
of several businesses.





At the
time of the February 2006 meeting, and at all relevant times thereafter, James
Calderhead was subject to the Employment Agreement and Michael Calderhead was
subject to the Stock Exchange Agreement.  Following the alleged
February 2006 meeting, the Calderheads, along with others, continued their
efforts to form and operate a new company which came to be called Communications
Infrastructure, Inc. (“CII”).  According to the online records of the
Indiana Secretary of State, CII was organized as a for-profit domestic
corporation on January 19, 2007.





According
to CII’s advertisements and representations in the marketplace, it is a
competitor of Juniper and New Wave.  Specifically, CII’s website
states that “CII brings the combined experience of its owners in all areas of
Cellular Site Construction,” including project management, civil construction,
tower erection, and maintenance and troubleshooting.





At no
time did the Calderheads inform New Wave or Juniper of the formation of CII,
their intentions or activities regarding CII, or their intent or design to form
a new company that would compete with New Wave or Juniper.  At no time
did New Wave or Juniper consent to any activities by the Calderheads with
respect to CII or setting up a rival company.





On or
about January 17, 2007, Michael Calderhead announced that he would resign from
New Wave.  Michael Calderhead, however, did not formally end his
employment relationship with New Wave until on or about March 27,
2007.  Juniper subsequently learned that Michael Calderhead had been
working, and was continuing to work, for CII.





In late
2006 and early 2007, New Wave’s business suddenly, and substantially,
declined.  Contracts were lost, customer and vendor relationships were
ended, and new business opportunities were not pursued.   New
Wave alleged and believes that some former customers of Juniper and New Wave
were transferred to CII during this period, and believes that discovery will
establish that the Calderheads were involved in soliciting business for CII and
soliciting New Wave’s customers and employees were essentially stolen from New
Wave.





The
substantial declines in New Wave’s business continued throughout early
2007.  These declines were not reported to Juniper’s management in a
timely manner and, when they were reported, the declines were not explained in a
reasonable or clear manner.  It was not until May, 2007 that Juniper
became aware of CII’s growing presence in the marketplace; the involvement of
Michael Calderhead in CII’s business; and that CII was directly competing with
New Wave for customers.





On May
18, 2007, ten New Wave employees abruptly announced that they were resigning
their positions at New Wave.  Most of these former New Wave employees
indicated that they would begin work for CII, joining Michael Calderhead.
Indeed, in the course of little more than a year from the date that Juniper
purchased New Wave from Michael Calderhead and installed the Calderheads as New
Wave executives, New Wave had gone from being a growing, profitable business to
a business on the verge of financial collapse.





On May
22, 2007, Juniper terminated James Calderhead for cause.  Some,
although not all, of the grounds for James Calderhead’s termination are set
forth above and in a termination letter.





Juniper
seeks injunctions restraining the Calderheads from, among other things,
competing with Juniper and New Wave, as well as compensatory damages in the
amount believed to be  $10,000,000, punitive damages in the amount of
$5,000,000 and attorneys fees, costs and expenses.  On September 29,
2007, the Court issued a preliminary injunction against Michael Calderhead
enjoining him from disclosing Juniper/New Wave’s customer list and from
soliciting, directly or indirectly, any of Juniper/New Wave’s existing
customers; denied the Calderheads’ motion to dismiss the complaint; and granted
Juniper’s motion for expedited discovery.





On
October 16, 2007, Michael Calderhead answered the complaint and asserted
counterclaims against Juniper for alleged breaches of, and fraud in connection
with, the stock exchange agreement and for alleged abuse of process in
connection with


F-17


Juniper’s
application for injunctive relief.  Michael Calderhead seeks
compensatory and punitive damages.  On October 16, 2007, James
Calderhead answered the complaint and asserted counterclaims against Juniper for
alleged breaches of the employment agreement and for alleged abuse of process in
connection with Juniper’s application for injunctive relief.  James
Calderhead seeks compensatory and punitive damages.  The Company
believes that none of the counterclaims asserted by the Calderheads have any
merit.





The
Company is vigorously prosecuting the claims asserted against the Calderheads
and is vigorously defending the counterclaims asserted by the
Calderheads.  The outcome of this litigation may materially affect the
Company.





On May 8,
2008, U.S. District Court Eastern District of NY Index No. 08 Civ.
1900.   Alan Andrus filed an action against Juniper Group, Inc.
in the United States District Court for the Eastern District of New York. The
complaint, against us, a subsidiary and Mr. Hreljanovic, asserts claims for fees
of $195,000 plus interest for services rendered. Discovery is ongoing and the
Company anticipates it will file a Motion for Summary Judgment in the coming
months while no estimate of the outcome can be made, the Company believes it has
meritorious defenses and will prevail in this matter.





On June
30, 2009 AJW Partners, LLC, AJW Partners II, LLC, New Millennium Capital
Partners II, LLC, AJW Offshore, Ltd., AJW Offshore II, Ltd., AJW Qualified
Partners II, LLC, AJW Master Fund, Ltd., AJW Master Fund II, Ltd., and AJW
Qualified Partners, LLC,(collectively referred to as “Millennium et. al.”) sent
a notice of default to the Company. Further, on November 2, 2009 the Company
received a “Default Notice of Callable Secured Convertible Notes” from
Millennium et. al.   The action by Millennium et. al. alleges a
breach of terms and condition of the convertible notes as a result of the
alleged failure of the Company to issue Common Stock upon receiving notices of
conversion.





On
December 18, 2009, Supreme Court of the State of New York, County of New York
Index No. 603782/09, New Millennium Capital Partners III, LLC; ASW Partners,
LLC; ASW Offshore II, Ltd.; ASW Qualified Partners II, LLC; ASW Master Fund II,
Ltd.; (“NIR Group”) filed an action entitled New Millennium, et. al. versus
Juniper Group, Inc. in the Supreme Court of the State of New York County of New
York. The complaint alleges breach of the terms of certain convertible
debentures and seeks equitable relief and monetary damages of $7.46 million
Juniper has denied the allegations in the complaint and asserted
counterclaims.  A motion for preliminary injunctive relief is pending.
While no estimate of the outcome can be made, the Company believes it has
meritorious defenses and will prevail in this matter. However, there can be no
assurance that we will be successful in defending against these claims. The NIR
Group is the note holder of our Callable Secured Convertible Notes with
outstanding principal at December 31, 2009 of approximately $2.6
million.





Going
Concern





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 $757,000 in
2009, through the sale of its various convertible securities for working
capital, capital purchases and for the payment of debt to date. Among the
obligations that the Company has not had sufficient cash to pay are its payroll,
payroll taxes and the funding of its subsidiary operations. 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.





The fact
that the Company continued to sustain losses in 2009, had negative working
capital at December 31, 2009 and still requires additional sources of outside
cash to sustain operations, continued to create uncertainty about the Company’s
ability to continue as a going concern. We believe that we will not have
sufficient liquidity to meet our operating cash requirements for the current
level of operations during the remainder of 2010.  In addition, any
event of default such as our failure to repay the principal or interest when
due, our failure to issue shares of Common Stock upon conversion by the holder,
our failure to timely file a registration statement or have such registration
statement declared effective, or breach of any covenant, representation or
warranty in the Securities Purchase Agreement would have an impact on our
ability to meet our operating requirements. We anticipate that the full amount
of the Callable Secured Convertible Notes will be converted into shares of our
Common Stock, in accordance with the terms of the Callable Secured Convertible
Notes. If we are required to repay the Callable Secured Convertible Notes, we
would be required to use our limited working capital and raise additional funds.
If we were unable to repay the notes when required, the note holders could
commence legal action against us and foreclose on all of our assets to recover
the amounts due. Any such action would require us to curtail or cease
operations. Our ability to continue as a going concern is dependent upon
receiving 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. Although we may obtain external financing through the sale
of our securities, there can be no assurance that such financing will be
available, or if available,


F-18


that any
such financing would be on terms acceptable to us. If we are unable to
fund our cash flow needs, we may have to reduce or stop planned expansion
or scale back operations and reduce our staff.





The
Company has developed a plan to reduce its liabilities and improve cash flow
through expanding operations by acquisition and raised 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 2010 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.





Leases





The
Company subleases the New York office from Entertainment Financing Inc. (“EFI),
an entity 100% owned by our Chief Executive Officer. The master lease and the
Company’s sublease on this space expire on November 30. 2016. EFI has agreed
that for the term of the sublease the rent paid to it will be substantially the
same rent that it pays under its master lease to the landlord. Rent due under
the lease with EFI is as follows:





Year
            Amount2010
            $65,2002011
            $67,2002012
            $69,2002013
            $71,3002014
            $73,400Thereafter
            $153,500





NOTE
10 - Income Taxes





For the
years ended December 31, 2009 and 2008, no provision was made for Federal and
state income taxes due to the losses incurred during these years. As a result of
losses incurred through December 31, 2009, the Company has net operating loss
carry forwards of approximately $30.4 million. These carry forwards expire
through 2029.





The
Company recognized deferred tax assets of approximately $12.4 million at
December 31, 2009. 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 $12.4 million
of  deferred tax assets at December 31, 2009 primarily reflect the tax
effect of net operating loss carry forwards.





NOTE
11 - New Wave Communications





On
December 30, 2005, Juniper Services entered into a binding Letter of Intent with
New Wave providing for the purchase by Juniper Services of all outstanding
shares of New Wave. New Wave’s business is the deployment, construction and
maintenance of wireless communications towers and related equipment. Services
agreed to pay New Wave $817,000 as follows: $225,000 in cash and $592,000 paid
by the issuance of 19,734 shares of Series B Voting Preferred Stock. On March
16, 2006, Services consummated the acquisition of New Wave by entering into a
Stock Exchange Agreement and Plan of Reorganization with New Wave.





On
November 7, 2008, as a result of the acts of certain disloyal employees New Wave
filed for bankruptcy under Chapter XI of the US Code. That filing was
voluntarily dismissed at the request of New Wave on March 6, 2009. New Wave’s
assets have been seized by its creditors and many of its liabilities remain
outstanding.


F-19








NOTE 12 - Quarterly Results of
Operations (Unaudited)





2009
            
            First
            
            
            Second
            
            
            Third
            
            
            Fourth
            
            
            TotalRevenue
            
            $
            -
            
            
            $
            109,073
            
            
            $
            102,451
            
            
            $
            855,532
            
            
            $
            1,067,056Gross
      profit (loss)
            
            $
            (3,974
            )
            
            $
            55,818
            
            
            $
            (31,366
            )
            
            $
            128,820
            
            
            $
            149,298Net
      income (loss)
            
            $
            44,182,909
            
            
            $
            (7,036,142
            )
            
            $
            6,623,095
            
            
            $
            1,894,968
            
            
            $
            45,664,830Basic  and
      diluted net income (loss) per common share
            
            $
            25.23
            
            
            $
            (.46
            )
            
            $
            .32
            
            
            $
            .03
            
            
            $
            2.542008
            
            First
            
            
            Second
            
            
            Third
            
            
            Fourth
            
            
            TotalRevenue
            
            $
            280,820
            
            
            $
            221,173
            
            
            $
            127,120
            
            
            $
            3,625
            
            
            $
            632,738Gross
      profit (loss)
            
            $
            29,461
            
            
            $
            (106,829
            )
            
            $
            62,524
            
            
            $
            243,365
            
            
            $
            228,521Net
      income (loss)
            
            $
            6,567,915
            
            
            $
            (9,465,272
            )
            
            $
            (53,794,237
            )
            
            $
            1,711,406
            
            
            $
            (54,980,188
            )Basic
      and diluted net income (loss) per common share
            
            $
            1,730.51
            
            
            $
            (540.50
            )
            
            $
            (477.67
            )
            
            $
            5.03
            
            
            $
            (461.63
            )








NOTE
13 - Supplemental Cash Flow Information





Cash paid
for interest was approximately $0 in 2009 and $200 in 2008.





During
2009 and 2008 the Company issued approximately 19,983,000 and 65,000 shares,
respectively, of its Common Stock upon conversion of approximately $309,000 and
$30,500, respectively, of its Convertible Debentures.  During 2009 and
2008 the Company issued approximately 95,000 and 290,000 shares, respectively,
of its Common Stock upon conversion of approximately $27,000 and $274,000,
respectively, current liabilities. During 2009 the Company issued approximately
60,557,000 and 130,000 shares, respectively, of its Common Stock upon conversion
of approximately 27,800 and 520 shares, respectively, of Series B Preferred
Stock.  During 2009 the Company issued 31,000,000 shares of Series E
Preferred Stock to the Company’s President as settlement of $31,000 of the
accrued compensation due him. During 2009 the Company recognized approximately
$2,054,000 of unamortized debt discount and $1,980,000 of derivative liability
relating to the issuance of new convertible debentures. During 2009 the Company
issued approximately $516,000 in convertible debentures in exchange for current
liabilities.





NOTE
14 – Subsequent Event





On March
19, 2010, the Company received a “Notice of Default and Demand for Payment” from
JMJ Financial (“JMJ”) sent a notice of default to the Company. The letter states
that as a result of the alleged defaults the holder is accelerating the notes
and demanded full payment of the outstanding balance of principal and interest
on the original Note on or before April 2, 2010.  The Company believes
it has meritorious defenses and disputes JMJ’s claim.





F-20


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Date:
      April 15, 2010
            
            Juniper
      Group, Inc.By:
            /s/Vlado P.
      HreljanovicVlado
      P. Hreljanovic,
              Chief
      Executive Officer, President, Chief Financial Officer, Treasurer,
      Secretary and Director





Pursuant
to the requirements of 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 dates indicated.





Date:
      April 15, 2010By:
            /s/Barry S.
      HustonBarry
      S. Huston,
              Director


30