U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10KSB

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2000

                        Commission File Number: 0-19170

                               JUNIPER GROUP, INC.
                 (Name of small business issuer in Its Charter)

           Nevada                                   11-2866771
-------------------------------------------------------------------------------
 (State or other jurisdiction           (IRS Employer Identification Number)
 of incorporation or organization)


                         111 Great Neck Road, Suite 604,
                           Great Neck, New York 11021
               (address of principal executive offices) (Zip Code)

       Registrant's Telephone Number, including area code: (516) 829-4670

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

      Securities registered pursuant to Section 12(g) of the Exchange Act:

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

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

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

State issuer's revenues for its most recent fiscal year. - $727,337.

     The aggregate  market value of the Common Stock held by  non-affiliates  of
the Registrant  was  approximately  $2,523,147  based upon the $1.77 average bid
price of these  shares on the NASDAQ  Stock  Market for the period March 1, 2001
through March 28, 2001.

     As of March 28, 2001,  there were 1,640,449 outstanding  shares of Common
Stock, $.001 par value per share.


<PAGE>

                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

A.       General

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

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

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

     b) Juniper Internet Communications, Inc. ("JINI") The technology segment is
conducted  through  Juniper  Internet  Communications,   Inc.,  formally  called
Computer Design  Associates,  Ltd. ("CDA") which was acquired 100% by JEI. CDA's
emphasis on technology and the Internet would continue with particular attention
to services for leading Internet broadband service providers; specifically cable
and DSL service  companies.  In  December  2000,  CDA was  renamed  JINI to more
appropriately  reflect  JINI's  role  in  the  industry's  rapid  deployment  of
broadband  capabilities  and  services.  This  rapid  adoption  of new  Internet
capabilities  by the market will allow JINI to expand its technology  deployment
service.

2.   Healthcare:  The healthcare  operations are conducted  through three wholly
     owned subsidiaries of Juniper Medical Systems,  Inc.  ("JMSI"),  which is a
     wholly owned subsidiary of the Company:

     a) PartnerCare,  Inc. ("PCI") is a managed care revenue enhancement company
providing  various types of services such as: Managed Care Revenue  Enhancement,
Comprehensive  Pricing  Reviews  to  newly  evolving  integrated  hospital,  and
Write-off  Review,  appeals of any third party  rejections  denials of accounts,
including commercial insurance, managed care, Medicare, Medicaid, Champus, etc.

     b)  Juniper  Healthcare  Containment  Systems,  Inc.  ("Containment")  is a
company  which  develops  and  provides  full  service  healthcare  networks for
insurance  companies and managed care markets in the Northeast U.S.  During 2000
and 1999, no services were performed by this subsidiary.

     c) Nuclear Cardiac Imaging, Inc.("NCI"), a New Jersey corporation. NCI is a
company formed in late 1998  developing the business of providing  cardiac Spect
Imaging to  cardiologists  at their offices  without  charge to the doctor.  NCI
charges the insurance carrier or managed care company directly.  During 2000 and
1999, no services were performed by this subsidiary.

B.       Business of Issuer

1.   Entertainment and technology services.

     a) Pictures is engaged in the  distribution  of films through  licensing to
the Internet,  home video,  pay-per-view,  pay-cable,  and commercial television
broadcast  media  domestically  as  well as in  foreign  markets.  Pictures  has
exclusive distribution rights to seventy-five (75) films in various media within
various international markets.

     During 2000, the Company  curtailed its efforts in the distribution of film
licenses  to commit  and  focus  its  resources  on the  growth of the  internet
technology,  which during that time was the most  efficient  and cost  effective
strategy  for the Company to maximize  revenue.  Accordingly,  Pictures  did not
generate any revenue during that year.

     Pictures  acquires  worldwide rights to films which are saleable to various
markets.  In acquiring the rights to a film,  Pictures analyzes the viability of
the product for  distribution in an effort to target the film's audience appeal.
Armed with its analysis,  Pictures markets the film, using sales representatives
and the efforts of its officers,  to the various media in a selective manner. In
addition,  Pictures  aids the media to which it markets its films by producing a
strategy   for   the    presentation    of   the   film,    with   a   view   to
programming/counter-programming against competitive media in the same market and
directing  a film to the proper  demographic  population  (i.e.,  female,  male,
child,  teenager and middle age) in order to produce the most favorable  outcome
regarding ratings and advertising revenue.

     Pictures   acquires  its  film  rights  from  independent  film  production
companies.  Pictures monitors the industry for available films, concentrating on
content,  quality,  theme, actors and actresses,  plot, format and certain other
criteria to determine the film's  suitability for the home video,  pay-per-view,
pay/cable  and  commercial  media to which  Pictures  markets its product,  both
domestically and internationally.

     Pictures  markets its product through its sales  representatives,  who also
assist Pictures at domestic and  international  trade shows to market  Pictures'
film library.

     Pictures acquires domestic and/or foreign  distribution rights to films for
a license period that typically spans between 10 and 20 years, during which time
Pictures  has the right to  distribute  such  films in various  media  (Internet
streaming,  video,  pay  cable,  syndication  and  free  TV).  Pictures  earns a
distribution  fee, which is based upon a percentage of gross  receipts  received
for the license.  In  addition,  the Company  recoups its  expenses  incurred in
making the sale (i.e. market costs, travel and entertainment,  advertising, fax,
phone,  mail,  etc.),  along with  recouping any advances made to producers upon
signing or within a fixed period of time thereafter (minimum guarantee) from the
gross  receipts.  The balance of gross receipts after such recoupment is paid to
the  producer.  Any minimum  guarantees  paid to the producer are payable over a
period of 3-8 years.


Competition

     Competition is intense in the motion  picture  distribution  industry.  The
Company is in  competition  with other motion  pictures  distribution  companies
including  many which  have  greater  resources  than the  Company,  both in the
acquisition of  distribution  rights to movie  properties and the sales of these
properties to the various markets (i.e. Internet, pay, cable and television).

b) Internet Technology Services

The expansion of internet based  technology  into consumer and business  markets
continues at an extremely rapid pace. Industry forecasts predict that individual
broadband  connections will grow from the current base of 5 million  connections
to more  than 25  million  broadband  users  within  the next  four  years.  New
applications  using the web for business,  and for information and entertainment
services are rapidly being introduced.

Leading  broadband  service providers of cable, DSL and wireless internet access
are investing  heavily to service these millions of new broadband  users.  It is
the Company's  belief that the  investments  required to expand their  broadband
services will motivate many broadband  service  providers to focus on their core
competencies,  and to outsource  many  non-critical  aspects of their  business,
including installation and support services.

The Company believes that the current trend for outsourcing  service support for
Internet  customer services will continue to strengthen as the Internet industry
matures.  We  believe  that  Internet  connectivity   providers  will  focus  on
infrastructure  build-out,  technology  introduction,  customer applications and
content,  and that customer  support will continue to be outsourced to qualified
business partners.

Given this continuing  trend,  the Company has refocused the technology  support
services  formerly  provided by its Computer  Design  Associates  subsidiary  to
support  these  broadband  implementation  and  support  opportunities.  CDA was
renamed  Juniper  Internet  Communications  in February 2000, and Al Andrus,  an
industry veteran in outsourcing and customer services, and recently founder of a
successful  service  business  focused  on  internet  installation  and  support
services for cable and DSL broadband providers was recruited to lead our efforts
in this area as President of Juniper Internet Communications.

JINI's initial  business focus is installing  and servicing  broadband  internet
connections in homes and businesses  under contracts with cable  companies,  DSL
providers and internet  vendors.  JINI also provides  post-installation  network
integration and network security services for businesses.

JINI   established   broadband  sales  and  service  offices  in  New  York  and
Philadelphia  in March and has begun extending its services to leading cable and
DSL providers in these markets.

Competition

Services for broadband deployment has been provided by a mix of in-house service
organizations,  and contractor support. Most cable and DSL service providers use
a mix of both, as sources for their customer  services to optimize their ability
to respond to demands for service.  The  participants in broadband  installation
services  are  changing  rapidly as smaller  companies  founded as  offshoots of
telecommunications  installation  firms are growing or being  acquired by larger
companies.  Viasource and MASTEC are examples of larger firms  participating  in
the  cable-internet  segment of this marketplace.  Larger computer service firms
like DecisionOne also participate in the market,  most often in the DSL services
area.  Radio Shack provides  installation  services for broadband  equipment and
connections sold through its stores.  The competition among service providers is
based on both service  quality and  productivity.  Most  contract  service still
remains in the hands of small independent  contractors,  and there appears to be
opportunity for new entrant growth and acquisition activity in this market.

 2.      Managed Care Revenue Enhancement and Cost Containment Services

Managed Care Revenue Enhancement Program ("MCREP")

PCI has developed a comprehensive  program that addresses the entire spectrum of
business and revenue issues pertaining to the physician practice  management and
hospital's  managed care  relationships.  PCI assists and hospitals in obtaining
all the dollars that they are entitled to under their managed care agreements.

PCI's  program also  includes the  profiling of managed care  contracts  and the
performance bench marking of these agreements.  PCI validates whether or not the
projected  financial value anticipated from these  arrangements can be obtained.
PCI's  assessments  include line item audits of claims  generated  through these
relationships,  as well as trending  reviews to identify,  and document  "Silent
PPO"  activity.  PCI also  identifies  managed  care  claims  that have not been
properly  paid, or have been  written-off.  PCI then actively  pursues payors to
expedite payments to the hospital for re-billed claims.

These  programs have enabled the Company to offer services to the growing number
of  hospitals,  physician  groups and  integrated  networks  that are facing the
complexities associated with managed care contracts

PCI's MCREP  business  consists of the  essential  ingredients  needed to assist
Physicians  and hospitals in maximizing the business value of their managed care
contracts.

The components of this Program are as follows:

* Managed Care Contract Compliance

PCI  identifies   all  managed  care   contracts  and   benchmarks   performance
requirements  for each  contract.  Its clients are provided with  comprehensive,
easy to read profiles of the managed care contracts in the hospital's portfolio.
PCI evaluates claims generated by each payor for contract compliance.  Per diems
and  percentage  discounts  taken by payors are  validated  in  accordance  with
hospital  expectations.  MCREP provides the hospital with an immediate source of
additional revenue from closed accounts. MCREP becomes a second filter of claims
adjudication.  The  quality  process  results in a correct  bill and assures the
hospital that all revenue due is properly billed.

During 2000, PCI has reviewed  managed care  contracts for several  hospitals to
ensure  compliance  and proper  reimbursement.  It has,  through  this  process,
identified unreimbursed claims on behalf of its clients.

* Line Item Reviews and Administration

PCI's team  identifies  and recovers all charges  overlooked  subsequent  to the
presentation of the final hospital bill, as well as reviews previously submitted
claims. PCI's unique Line Item Reviews  simultaneously match units of service to
the medical  record  documentation  at the time of discharge.  Line Item Reviews
identify  the claims under and over charged by the payor.  While  reviewing  the
bills,  PCI is  simultaneously  auditing  the  medical  records.  This  critical
component  of the Managed  Care  Revenue  Enhancement  Program  also serves as a
quality  assurance  review of the  hospital's  medical  records.  By ensuring an
accurate final bill for submission to the insurance company, the hospital avoids
additional billing and collection expenses.

* Silent PPO Reviews

In the present era of managed care,  hospitals often contract with a PPO for the
PPO to  bring  patients  to the  hospital  in  exchange  for a  discount  on the
hospital's  fees.  A  practice  has  arisen  whereby a PPO may sell or lease the
discounts that it has with a hospital to another PPO (with whom the hospital has
no agreement  to provide  discounted  fees) and,  unknown to the  hospital,  the
patients  of the  second  PPO  receive  substantial  discounts  even  though the
hospital never agreed to such an  arrangement.  This is referred to as a "Silent
PPO". This causes the hospital to lose  substantial fees by discounting fees for
which it is not contractually obligated.

During 2000, PCI has performed Silent PPO reviews for three hospitals.

* Regulatory Compliance

With the growth of managed  care  companies  and the  increasing  dependence  of
hospitals  and  physicians on such  companies  for payment,  the scrutiny of the
managed care contracts between the hospitals and physicians and the managed care
companies for proper compliance becomes critically important.

During 2000,  PCI has  reviewed  managed care  contracts  for five  hospitals to
ensure  compliance  and proper  reimbursement.  It has,  through  this  process,
identified unreimbursed claims on behalf of its clients.

Competition

     Based upon data  generated by the healthcare  industry and U.S.  Government
sources,  healthcare expenditures have increased from $249 billion in 1980 (9.1%
of gross  national  product) to an estimated  $700 billion in 1990 (12% of gross
national  product) and the  expenditures  have surpassed the $1 trillion mark in
the year 2000. Many have modified their traditional  insurance  coverage or made
available to their employees the opportunity to participate in HMOs and PPOs. In
a national survey by Foster  Higgins,  reported by the New York Times on January
20, 1999,  "managed care plans enrolled 85% of employees in 1997, up from 77% in
1996, and only 48% five years ago." The same article reported that 1997 was "the
biggest one year shift out of traditional  indemnity  coverage since 1994." This
has enabled them to take a more active role in managing  healthcare benefits and
costs.  In  response  to  the  trend  towards   self-insurance   and  increasing
competition from HMOs and PPOs, group insurance  carriers have sought to control
premium increases through the adoption of cost containment programs.

     The Company  competes in a highly  competitive  environment  for consulting
business primarily with multiple service companies. The Company competes for its
MCREP clients by  distinguishing  its services  from those  provided by multiple
service  companies,  which generally do not use benchmark  performance levels of
managed care  agreements or target  "Silent PPO"  practices as does the Company.
Numerous companies of varying size offer revenue-optimization  services that may
be considered  competitive  with the Company.  The Company does not believe that
any single company commands  significant market share.  Larger, more established
consulting  firms  have  an  enhanced  competitive  position,  due  in  part  to
established  name  recognition and direct access to hospital clients through the
provision of other  services.  Small firms,  although not  necessarily  offering
those  particular  services  comparable to those of the Company,  compete on the
basis of price.

     The  managed  care  industry is highly  competitive.  The  Company's  MCREP
programs  will compete with other  providers of healthcare  services,  including
regional groups as well as national firms. Based upon these competitive factors,
the Company believes that it will be able to compete successfully in the markets
by adhering to its business  strategy,  although  there can be no assurance that
the Company will be able to compete successfully.

Sales and Marketing

     The  Company's  sales and  marketing  strategies  during 2000 and 1999 have
resulted in only a minimal  number of new clients for PCI's  managed care review
services.  Further,  no new contracts have been  developed  outside the New York
Metropolitan  area and of the five  contracts  within  the New  York  area,  one
represented  only  marginal  revenue  potential to PCI.  Outside of the New York
Metropolitan area, the sales and marketing effort for 2000 specifically targeted
New Jersey  hospital chains and has not generated any sales to date for PCI. The
former President of PCI, Mr. Richard Vazquez tendered his resignation  effective
December 19992,  having arrived at terms mutually agreeable with the Company for
the early termination of his employment contract.  The occurrence has caused the
Company to consider  using  independent  contractors  to market and sell for the
Company.  Management  believes that this will prove  beneficial  with respect to
cash flow and productivity.

     As of December 31, 2000, PCI had three contracts for its MCREP business,  a
decrease  from five at December  31,  1999.  Revenue to PCI is  contingent  upon
generating revenue for each hospital under contract. For each contract in place,
based upon PCI's experience, each contract may be expected to average revenue on
an  annualized  basis of  approximately  $110,000.  The annual  revenue for each
contract fluctuates significantly depending upon many factors including, but not
limited to, the number of managed care agreements the hospital had entered,  the
capacity  of the  hospital's  information  system,  the nature of the work under
contract and the length of the period under contract.

     The Company does not have any other  customers the loss of which would have
a materially adverse effect upon the Company.


Major Customers

In 2000 and 1999,  respectively,  the Company's major customer accounted for the
following percentages of total revenue:

         Maimonides Medical Center                   44% and 17%
         New York Downtown                           13% and 12%
         Defense Finance and Accounting Service      13% and  0%
         New York Hospital                            0% and 20%
         Eyeblast, Inc.                               0% and 17%

     No other  customers  accounted for greater than 10% of the Company's  total
revenue in 2000 and 1999.

Employees

     As of  March  28,  2001,  the  Company  had 8  full-time  employees  and no
part-time employees and independent  contractors.  Of the full-time employees, 8
work at the  Company's  offices,  some of whom spend  portions  of their time at
clients.

                               Recent Developments

     Mr.  Alan  Andrus has  joined its  Juniper  Internet  Communications,  Inc.
subsidiary as its President. In addition, the Company has engaged new management
with  expertise in the broadband  sector and has also  recruited  personnel will
skills in cable,  RF,  head-end  systems,  digital  video and VOIP.  The Company
believes it has recruited personnel whose skills and experience bring a focused,
operational,  marketing  and  team  oriented  business  strategy  that  offers a
comprehensive  array of support  services  for cable,  DSL,  telecommunications,
satellite and wireless networks.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company's  offices are located at 111 Great Neck Road, Suite 604, Great
Neck, New York 11021. This property consists of 2,026 square feet of offices and
is subleased from Entertainment Financing Inc.("EFI"), an entity affiliated with
the Chief Executive  Officer of the Company,  currently at approximately  $6,000
per month.  EFI's lease, and the Company's sublease on this space expires on May
31, 2002.  EFI has agreed that for the term of the sub-lease the rent paid to it
will be  substantially  the same rent that it pays under its master lease to the
landlord.

         JINI maintains an office in Philadelphia on a month to month basis.

PCI maintains an office in Boynton Beach, Florida on a month to month basis.

ITEM 3. LEGAL PROCEEDINGS

     On May 22, 1996, Ordinary Guy, Inc. and Crow Productions, Inc. commenced an
action  against the Company,  alleging that the Company has successor  liability
for a  judgment  entered  in March  of 1993 by the  Plaintiffs  against  Juniper
Releasing, Inc. ("Releasing"), a company affiliated with the Company's CEO. This
matter was  settled in April  1999 for a payment of  $310,000  to be paid out in
three annual  payments,  maturing on April 20, 2001.  As  inducement to secure a
settlement  which  provided for annual  payments  over three years,  the Company
issued  93,320 shares of common stock for the benefits of the  Plaintiffs.  (see
Note 6).  Payments  made  during  2000  were  less than  those  required  by the
settlement  agreement.  According,  the Company is  currently in default of this
obligation.

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

     The Company held its annual meeting of  shareholders  on December 28, 2000.
The following resolutions were proposed and the vote tally was as set forth next
to each resolution:

(1)  The foregoing  nominees for election to the Board of Directors received the
     number of votes for their  election  set forth  opposite  their  respective
     names:


                                 VOTES CAST
                                ------------
                           FOR              WITHHELD
NOMINEES                 ELECTION           AUTHORITY
Vlado Paul Hreljanovic   8,134,874            1,223
Harold Horowitz          8,134,874            1,223
Marvin Rostolder         8,134,874            1,223
Barry S. Huston        8,134,874          1,223

(2)  Proposal 2 asked for approval of the Company's  2000 Stock Option Plan. The
     following number of shares were voted by proxy or by ballot for and against
     the ratification of the Company' 2000 Stock Option Plan.

          FOR  8,134,662           AGAINST 1,435        ABSTAIN      0
               ---------                   ------                   ----

(3)  Proposal 3 sought  ratification  of the  appointment of the auditors of the
     Company for the fiscal year ended December 31, 2000.  The following  number
     of shares were voted by proxy or by ballot for and against the ratification
     of the appointment of the auditors for the year ended December 31, 2000.

          FOR  8,134,662          AGAINST    1,223         ABSTAIN    0
               ---------                     -----                  -----

There were no broker non-votes.

<PAGE>
                                     PART II

ITEM 5. MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
        MATTERS

     The  Company's  common  stock is  traded  on the  National  Association  of
Securities Dealer Automated Quotation System ("NASDAQ") Small Cap Market,  under
the symbol "JUNI".  The Company's 12%  Convertible  Redeemable  Preferred  Stock
("Preferred  Stock")  is traded in the  Over-the-counter  Market on the NASD OTC
Bulletin  Board.  The  Company's  Class B Warrants  expired on May 1, 1999.  The
following  constitutes  the high and low sales  prices for the  common  stock as
reported  by NASDAQ for each of the  quarters of 2000 and 1999.  The  quotations
shown below reflect  inter-dealer prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions.

     On December 13, 2000, the Company's common stock was reversed split one for
ten. All amounts below, reflect actual trading prices without adjustment for the
reversal.

         2000                         HIGH                       LOW
         ----                         ----                       ---
FIRST QUARTER
Common Stock ..................        3.38                     1.88

SECOND QUARTER
Common Stock ..................        2.03                     1.00

THIRD QUARTER
Common Stock ..................        1.25                      .63

FOURTH QUARTER
Common Stock ...................       1.97                      .14


         1999                          HIGH                      LOW
         ----                          ----                      ---
FIRST QUARTER
Common Stock ..................        3.13                      1.00

SECOND QUARTER
Common Stock ..................        2.19                      1.25

THIRD QUARTER
Common Stock ...............           7.88                      1.38

FOURTH QUARTER
Common Stock ...............           4.56                      1.34

     Preferred  Stockholders  are  entitled  to  receive  out of assets  legally
available  for  payment a dividend  at a rate of 12% per annum of the  Preferred
Stock  liquidation  preference  of $2.00 (or $.24 per annum) per share,  payable
quarterly  on March 1, June 1,  September 1 and December 1, in cash or in shares
of Common Stock having an equivalent fair market value.  Unpaid dividends on the
Company's  Preferred Stock cumulate.  The quarterly  payments due on September 1
and December 1, 1992,  and all payments due in 1993,  in 1994, in 1995, in 1996,
in 1997, in 1998,  in 1999,  in 2000,  and the payment due on March 1, 2001 have
not yet been paid and are  accumulating.  These dividends have not been declared
because  earned  surplus is not available to pay a cash  dividend.  Accordingly,
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).  No  dividends  shall be declared or paid on the Common Stock
(other than a dividend  payable  solely in shares of Common Stock) and no Common
Stock shall be  purchased,  redeemed  or  acquired  by the  Company  unless full
cumulative dividends on the Preferred Stock have been paid or declared,  or cash
or shares of Common  Stock have been set apart  which is  sufficient  to pay all
dividends  accrued on the Preferred Stock for all past and then current dividend
periods.

     On March 16, 1999,  the Company made a  self-tender  for all of the 233,900
outstanding shares of 12% Non-Voting Convertible Redeemable Preferred Stock (the
"12%  Preferred") for 475,777 shares of the Company's common stock. As a result,
191,153  shares of  preferred  stock  were  redeemed  for  31,540  shares of the
Company's common stock.  Additionally,  during the second quarter of 2000, 7,930
shares of the Company's  preferred  stock were converted for 6,344 shares of the
Company's  common  stock.  As a  result,  there is  currently  37,747  shares of
Preferred Stock which remain outstanding.

     The 12% Preferred  presently  entitle the holder to convert to 0.004 shares
of common  stock,  par value $.001,  of the Company,  and the accrued  dividend,
before  conversion,  of 12% per annum,  payable,  when  declared by the Board of
Directors, in cash or stock at the Company's option, per share of 12% Preferred.
The total cash value of the  arrearage  of unpaid  dividends  as of December 31,
2000 is $81,472.

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

     As of  March  28,  2001,  there  were 230  shareholders  of  record  of the
Company's common stock, excluding shares held in street name.

Recent Sales of Unregistered Securities

Changes  in  Securities
(a)  The  information  disclosed  in  Item 4 above  is  incorporated  herein  by
     reference.
(b)  N/A
(c)  Shares of Common Stock, $0.001 par value, issued (pre one for ten reverse
     split) during 2000 totalled 7,126,491 shares.

During  the fourth  quarter  the  following  issuances  of common  stock were as
follows:
<TABLE>
<CAPTION>

Date           Purchaser   No. of Shares    Consideration                               Exemption
<S>            <C>         <C>              <C>                                         <C>

10/1-12/29/00     Vendors    166,789         Vendors accepted common stock in lieu
                                             of unpaid fees in the amount of $7,058        4(2)

10/13-12/29/00    Employees   52,767         Employees accepted common stock
                                             in lieu of accrued salary in the amount
                                             of $36,865                                    4(2)

10/11/00          Option
                  Holders     28,742         Conversion of options                         4(2)

10/19-12/5/00     Debentures 230,833         Debentures for $155,100 were
                                             converted to common stock                     4(2)

Options   issued  during  2000  (pre  one  for  ten  reverse   split)   totalled
772,904. During the fourth quarter, the following options were issued:

</TABLE>
<TABLE>
<CAPTION>

Date         Purchaser     No. of Options   Consideration                            Exemption
------       ----------    --------------   -----------------------------        ---------------
<S>          <C>           <C>              <C>                                      <C>

10/11/00     Officers       250,000         Services rendered                        4(2)

10/11/00     Board of
             Directors      100,000         Services rendered                        4(2)

10/11/00     Consultants    180,000         Services rendered                        4(2)

</TABLE>

     In 2000, the Company sold $683,599 of convertible debentures.  During 2000,
$983,599  of  debentures  were  converted  (pre one for ten  reverse  split)  to
3,591,1000 shares of the Company's common stock.  Sales of Debentures during the
fourth quarter were as follows:

<TABLE>
<CAPTION>
                                   Value of
Date             Purchaser         Debentures      Consideration                          Exemption
------          ----------        -----------     -----------------------------        ----------------
<S>             <C>               <C>             <C>                                  <C>

10/19-12/5/00   Private Holders      155,100       Payment in cash                         4(2)

</TABLE>
______________________

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

RESULTS OF OPERATIONS

Fiscal Year 2000 vs Fiscal Year 1999

     The Company's revenues increased to $727,000 in 2000 from $718,000 in 1999,
representing a 1.3% increase.

     Revenue  related to the Healthcare  segment  decreased to $487,378 in 2000,
from  $581,000 in 1999,  representing  a 19%  decrease.  The decrease in revenue
during 2000 was  predominately  attributed  to PCI. This was the result of PCI's
client pool of hospitals  decreasing from seven in 1999 to five in 2000, and the
discontinuance of a segment of PCI's product line.

     Revenue  related to  entertainment  and  technology  services  increased to
$240,000 in 2000 from $137,000 in 1999.

     Operating  costs increased to $265,000 in 2000 from $170,000 in 1999, a 56%
increase.  The  Healthcare  operating  costs  decreased  to $72,000 in 2000 from
$113,000 in 1999, a 36% decrease.  As a percentage of revenue,  operating  costs
for the  Healthcare  segment  decreased  to 15% in 2000  from 19% in  1999.  The
reduction  in  operating  cost is  attributable  to better  efficiency  in field
operations through automation.

     Operating costs for  Entertainment  include film amortization and producers
royalties.  Where the  Company  acquires  licensing  rights  through  guaranteed
payments,  it records such guarantees on its balance sheet.  The amortization of
such  licensing  rights is  calculated  under  the film  forecast  method.  Film
amortization   represents   amortization  of  the  original   acquisition  price
capitalized on the balance sheet.  Producers  royalties  reflect current amounts
due  producer's  for their  share of current  revenue  for films with no minimum
guarantee obligation.

     Selling,  general and  administrative  expenses  decreased to $1,684,000 in
2000 from  $1,984,000  in 1999,  a 17%  decrease.  The  significant  decrease in
selling, general and administrative expenses were: bad debt expense of $304,000,
commission  expense of $153,000;  and salaries of $209,000.  The decreases  were
offset by  increases  in  consulting  expenses  of  $275,000;  legal  expense of
$30,000; and insurance expense of $22,000.


LIQUIDITY AND CAPITAL RESOURCES

     The Company had negative  working capital of $598,000 at December 31, 2000.
The ratio of current  assets to current  liabilities  was 0.48:1 at December 31,
2000. Cash flow used by operating activities during 2000 was $506,416.

     The Company has no material  commitments  for capital  expenditures  or the
acquisition  of films.  If cash flow  permits,  however,  the  Company  plans to
enhance its  information  and  telecommunications  system  capabilities  to more
efficiently  and  effectively  provide its  entertainment,  internet  technology
healthcare services and to acquire additional films during 2000.

     During 2000, the Company raised approximately  $684,000 for working capital
and payment of debt  through the sale of  unregistered  securities  (convertible
debentures, notes payable and common stock).

     The Company has  suffered  recurring  losses from  operations  which raised
substantial doubt about its ability to continue as a going concern.  The Company
believes  that it will need  additional  financing  to meet its  operating  cash
requirements for the current level of operations  during the next twelve months,
and will require  additional capital in order to complete its planned expansion.
The Company has developed a plan to reduce its liabilities and improve cash flow
through  expanding  operations  and  raising  additional  funds  either  through
issuance of debt or equity.  From  January 1, 2001 through  March 28, 2001,  the
Company  raised  $261,600 from the sale of  convertible  debentures  and through
offerings under private placements. The Company anticipates that it will be able
to raise the  necessary  funds it may require for the  remainder of 2001 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 Company currently does not have any lines of credit.

     The Company has issued  shares of its common stock on a number of occasions
without offering preemptive rights to existing Shareholders or procuring waivers
of their preemptive  rights.  No Shareholder has alleged any damage resulting to
him as a result of the sale of shares of  Common  Stock by the  Company  without
offering  preemptive  rights.  The amount of damages incurred by Shareholders by
reason of the failure to offer  preemptive  right, if any, is not  ascertainable
with any degree of accuracy.  The Company  believes that if any such claims were
asserted, the Company may have valid defenses.

     During 2000 and 1999,  the Company  focused its  resources on the growth of
the entertainment and technology segment,  which, during that time, was the most
efficient  and  cost-effective  strategy  for the Company to  maximize  revenue.
Although  resources and capital remain limited,  the Company has begun directing
efforts  toward  reestablishing  a foothold  in the film  industry.  The Company
expects  to  continue  recognizing  growth  in  revenues  from  the sale of film
licenses in 2000.

Healthcare

     During 2000 and 1999, the Company was unsuccessful in developing a quality,
comprehensive   national  marketing  effort.  This  was  primarily  due  to  the
restricted cash flow which was not available to support such a national campaign
needed to succeed fully into today's ever changing healthcare  environment.  The
marketing  methods used  previously  did not succeed and a more  technologically
drive plan is  currently  being  developed.  This period of change will  require
increased  investment in new and better technology  infrastructures  that should
make it more  cost  effective  to serve PCI  clients.  This  also  required  new
staffing,  including the recruitment of experienced personnel from the insurance
and managed care industry.  The Company is actively pursuing acquisitions in the
physician practice management sector.


Entertainment and Technology Services

     Although the Company's  resources and capital remain  limited,  the Company
has begun directing its efforts toward  resources in an area of high technology,
and to provide  customer  support  servicing for DSL, cable  internet,  VOIP and
wireless IP  providers.  This  decision  has  elicited an emphasis on  providing
broadband  connectivity  services to residential  and business  customers.  As a
result,  the Company  obtained a growth in this  segment  totalling  $240,000 in
2000, and $137,000 in 1999. The Company expects to continue to recognize  growth
in revenue.

     In 2001,  the  Company  is  searching  for full time  sales  and  marketing
managers with expertise in the Internet and audio streaming  industry and in the
e-commerce  technology.  If cash flow permits,  the Company plans to enhance its
information  systems  capabilities  and  create a  conduit  for  video and audio
streaming of entertainment products to the Internet.

ITEM 7.  FINANCIAL STATEMENTS

     The  response  to this item  follows  Item 13,  and is hereby  incorporated
herein.

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

         None



<PAGE>

                                    PART III

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

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

                                     POSITIONS
NAME                       AGE       W/COMPANY                  DIRECTOR SINCE

Vlado Paul Hreljanovic     53       Chairman of the Board,          1987
                                    President, CEO and
                                    acting CFO

Harold A. Horowitz         50       Director                        1991

Barry S. Huston            54       Director                        2000

Marvin Rostolder (1)       58       Director                        1998

Yvonne T. Paultre          62       Secretary                       ---

Alan R. Andrus             57       President/JUNI                  ---

(1)  Tendered his resignation as a Director of the Company for personal  reasons
     on January 9, 2001.

DIRECTORS
---------
     Vlado Paul Hreljanovic has been the President,  Chief Executive Officer and
Chairman of the Board since 1987. Upon graduation  from Fordham  University,  he
joined  KPMG  (formerly  Peat  Marwick  Mitchell  & Co.) as an  accountant.  Mr.
Hreljanovic  is and has been the  sole  shareholder,  officer  and  director  of
Entertainment Financing, Inc., which only business is as lessee of the Company's
offices in Great Neck,  New York,  and the  sub-lessor  of such premises to the
Company.

     Harold A.  Horowitz has been a Director of the Company  since January 1991.
Since  October 1, 1995,  he has been a  principal  and  Chairman of the Board of
In-Stock Business Forms and Paper Products,  Ltd., and an independent consultant
to various public and private companies. Until October 1, 1995, Mr. Horowitz was
a Partner of the law firm of  Finkelstein,  Bruckman,  Wohl,  Most and  Rothman,
which firm was  securities  counsel to the Company.  Mr.  Horowitz is an adjunct
professor of  economics  at Yeshiva  University.  Mr.  Horowitz  received his JD
degree in 1976 from  Columbia  University  School of Law and  masters  degree in
economics  from  Columbia  University  in 1973.  He received  his BA degree from
Yeshiva University in 1971.

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

     Marvin  Rostolder  was elected to the Board of  Directors of the Company on
May 18, 1998.  Mr.  Rostolder  has served as  independent  consultant to various
companies  including MedTech Co.,  BioImaging  Technology,  Inc., Amba Sciences,
Inc. and T.M.  Marketing,  Inc. From 1985 through 1998, Mr.  Rostolder served in
various capacities with North American Transfer Co., a registered Stock Transfer
Agent and Registrar.  Mr.  Rostolder is a graduate of the City University of New
York and holds a  Masters  degree  from Long  Island  University  in  healthcare
administration.

OTHER OFFICER
-------------
     Yvonne  T.  Paultre  has  been  Secretary   since  1991.  Ms.  Paultre  has
supervisory responsibilities for the Company's employees, customer relations and
office  policies.  She is  also  responsible  for  operations  of the  Company's
television syndication area.

KEY EMPLOYEE
------------

     Alan R. Andrus has been President of Juniper Internet  Communications since
January  2001.  Mr.  Andrus  has  served in  various  high  technology  services
management roles prior to joining JINI. He has managed computer,  networking and
broadband  internet  services,  in startup,  growth,  turnaround and acquisition
environments.

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

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

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

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

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


Section 16(a) Beneficial Ownership Reporting Compliance

     To the best of the Company's knowledge,  based solely on a review of copies
of Forms 3, 4 and 5 furnished to the Company and written representations that no
other reports were required  during the fiscal year ended December 31, 2000, the
Company's officers, directors, and 10% shareholders complied with all applicable
Section 16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth information with respect to the compensation
of the Chief  Executive  Officer of the  Company  for  services  provided to the
Company and its subsidiaries in 2000, 1999 and 1997. No other executive  officer
received salary and bonus in excess of $100,000 in any such year.
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE
                                                                                           Long Term
                                                                                          Compensation
                                  Annual                                                  Securities
                               Compensation                             Other Annual       Underlying
Name and Principal Position       Year       Salary        Bonus       Compensation        Options (#)
---------------------------      ------     ---------    -----------    ------------       ----------
<S>                             <C>         <C>           <C>           <C>                <C>
Vlado Paul Hreljanovic          2000        $  76,200(1)     -      (2) $60,183 (3)            -
Chairman of the Board and       1999        $ 178,377     $  -      (4) $40,400 (5)            -
Chief Executive Officer         1998        $ 175,460     $86,191 (6)   $31,200 (7)            -

</TABLE>

(1)  Throughout 2000, Mr.  Hreljanovic  received (pre one for ten reverse split)
     501,450  shares as payment of his net salary of $61,784 from a gross salary
     of $76,200. Mr. Hreljanovic agreed to accept options with a provision for a
     cashless  exercise  (pre one for ten reverse  split) for 282,930  shares at
     $.4375 per share in lieu of the balance of his salary of $106,658.

(2)  In  recognition  of  efforts  exerted  on  behalf  of the  Company  and its
     subsidiaries,  Mr.  Hreljanovic  received  (pre one for ten reverse  split)
     options to purchase 250,000 shares at $.4375. These options had a provision
     for a  cashless  conversion  and were  converted  during  2000 into  97,836
     shares.

(3)  Other compensation for Mr. Hreljanovic in 2000 was primarily  comprised of,
     among things,  automobile  lease  payments,  and insurance of $31,900,  and
     health and life insurance of $28,283.

(4)  Throughout 1999, Mr. Hreljanovic  received 383,542 options (pre one for ten
     reverse split) with a cashless  exercise  feature to purchase shares of the
     Company's common stock.  Such options were issued in recognition of efforts
     exerted on behalf of the Company and its subsidiaries.  The exercise prices
     of the options  ranged  from $.48 to $.68.  As of December  31,  2000,  all
     options were exercised.

(5)  Other compensation for Mr. Hreljanovic in 1999 was primarily  comprised of,
     among other things, automobile repairs and insurance of $13,000, and health
     and life insurance of $27,400.

(6)  Paid in 57,461 shares of the Company's unregistered common stock, valued at
     $86,191 issued on January 1, 1998, in recognition of efforts exerted by Mr.
     Hreljanovic on behalf of the Company and its subsidiaries.


(7)  Other compensation for Mr. Hreljanovic in 1998 was primarily  comprised of,
     among other things, automobile repairs and insurance of $12,900, and health
     and life insurance of $18,200.


Aggregate Option Exercises in Last Fiscal Year and Year-end Options
<TABLE>
<CAPTION>

                                                  Number of
                                                  Securities             Value of
                                                  Underlying             Unexercised
                                                  Unexercised            In-the-Money
                             Shares(1)            Options at              Options at
                             Acquired              Year-end (#)          Year-end ($)
                                On       Value     Exercisable            Exercisable
Name and Principal Position  Exercise    Realized  Unexercisable         Unexercisable
---------------------------  --------    --------  -------------      ------------------
<S>                          <C>         <C>             <C>                 <C>

Vlado Paul Hreljanovic       466,414     $811,871        0/0                 $0/$0
Chairman of the Board and
Chief Executive Officer

Harold A. Horowitz           101,749     $ 50,875        0/0                $0/$0
Director

Marvin Rostolder              35,221     $ 17,611        0/0                $0/$0
Director

Yvonne T. Paultre             35,221     $ 17,611        0/0                $0/$0
Secretary

1)       Pre one for ten reverse split.
</TABLE>

     Compensation  of  Directors:  In 2000,  Mr.  Hreljanovic  and Mr.  Horowitz
received options to purchase (pre one for ten reverse split) 250,000 and 100,000
shares of common stock at the exercise price of $.4375 per share,  respectively,
as additional compensation as a member of the Board of Directors.

Employment  Agreements:  Mr.  Hreljanovic  has an Employment  Agreement with the
Company which expires on April 30, 2005, and that provides for his employment as
President and Chief Executive  Officer at an annual salary adjusted annually for
the CPI Index and for the reimbursement of certain expenses and insurance. Based
on the foregoing  formula,  Mr.  Hreljanovic's  salary in 2000 was approximately
$183,000.  Additionally,  the employment agreement provides that Mr. Hreljanovic
may receive shares of the Company's  common stock as  consideration  for raising
funds for the Company.  Due to a working capital deficit,  the Company is unable
to pay the entire salary in cash to Mr.  Hreljanovic  pursuant to his employment
agreement.  In  the  best  interests  of the  Company,  in  lieu  of  cash,  Mr.
Hreljanovic has agreed to accept the issuance of shares of the Company's  common
stock as a part of the payment for the unpaid  salary of 2000 and 1999. In 2000,
the Company  issued  options to purchase (pre one for ten reverse split) 250,000
shares of common stock at $.4376 per share.  In 1999, the Company issued options
to purchase 383,542 shares of common stock to Mr. Hreljanovic.

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

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

     In  December  of  2000,  the  Company  employed  a new  president  for  its
subsidiary JINI. Although no formal employment agreement has been prepared,  the
terms of  employment  include  a salary  of  $200,000  per year and  options  to
purchase  100,000  shares  of  common  stock at $1.20  per share to be earned as
certain benchmarks are achieved over a two year period. Additionally,  the terms
of employment provide for an auto allowance and health insurance.

     Mr. Vazquez, President of PCI, had an employment agreement which terminated
on June 30, 2000.  Under the terms of his  agreement,  as amended,  Mr.  Vazquez
received  options to purchase  shares of the Company's  common stock.  Effective
December 2000, Mr. Vazquez and the Company agreed to an early termination of the
Agreement. Accordingly, Mr. Vazquez surrendered all options previously issued to
him and agreed to forego any stock or options to which he was entitled.

STOCK OPTION PLANS

1996 Stock Option Plan

     On February 12 , 1997,  the  shareholders  of the Company  adopted the 1996
Stock Option Plan. The Plan  supplements  the Company's 1989  Restricted  Stock,
Non-Qualified  and  Incentive  Stock  Option Plan.  This Plan,  which allows the
Company to grant incentive stock options,  non-qualified stock options and stock
appreciation rights (collectively "options"), to employees,  including officers,
and to non-employees  involved in the continuing  development and success of the
Company,  authorizes the grant (pre one for ten reverse split) of 100,000 shares
of common  stock.  The terms of the options are to be determined by the Board of
Directors.

     Options will not have  expiration  dates later than ten years from the date
of  grant  (five  years  from  the  date  of  the  grant  in the  case  of a 10%
Stockholder).  The Option  Prices may not be less than the fair market  value of
the common  shares on the date of grant,  except  that any option  granted to an
employee holding 10% or more of the outstanding voting securities of the Company
must be for an option price not less than 110% of fair market value. At December
31,  2000,  all  options  under  the  Plan  had been  granted  and  none  remain
outstanding and unissued.

1998 Stock Option Plan

     On December  30, 1998,  the  shareholders  of the Company  adopted the 1998
Stock Option Plan.

     This  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock  options  and  stock  appreciation   rights   (collectively
"options")  to purchase up to an aggregate of 100,000  shares of common stock to
employees,  including officers,  and to non-employees involved in the continuing
development  and  success of the  Company.  The terms of the  options  are to be
determined by the Board of  Directors.  Options will not have  expiration  dates
later  than ten years  from the date of grant  (five  years from the date of the
grant in the case of a 10%  stockholder).  The  option  prices may be set at any
amount in the discretion of the Board's Compensation  Committee. At December 31,
2000, all options under the Plan had been granted.

1999 Stock Option Plan

     On December  27, 1999,  the  shareholders  of the Company  adopted the 1999
Stock Option Plan. The Plan  supplements  the Company's 1989  Restricted  Stock,
Non-Qualified  and Incentive  Stock Option Plan. The Plan also  supplements  the
Company's 1996 and 1998 Stock Option Plans.

     This  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock  options  and  stock  appreciation   rights   (collectively
"options")  to purchase up to an aggregate of 150,000  shares of common stock to
employees,  including officers,  and to non-employees involved in the continuing
development  and  success of the  Company.  The terms of the  options  are to be
determined by the Board of  Directors.  Options will not have  expiration  dates
later  than ten years  from the date of grant  (five  years from the date of the
grant in the case of a 10%  stockholder).  The  option  prices may be set at any
amount in the discretion of the Board's Compensation  Committee. At December 31,
2000,  130,793  options had been  granted of which none remain  unexercised  and
19,207 remain unissued.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth,  as of March 22,  2000:  (i) the name and
address  of each  person  who owns of  record  or who is  known by the  Board of
Directors to be beneficial owner of more than five percent (5%) of the Company's
outstanding common stock, (ii) each of the Company's Directors, and (iii) all of
the Company's Executive Officers and Directors as a group.

                                    BENEFICIAL                PERCENT OF COMMON
 NAME AND ADDRESS                   OWNERSHIP (1)             STOCK OUTSTANDING

Vlado Paul Hreljanovic (3)           799,767                       31.98%
111 Great Neck Road
Suite 604
Great Neck, NY 11021

Harold A. Horowitz                   168,964                        6.76%
111 Great Neck Road
Suite 604
Great Neck, NY 11021

Barry S. Huston                       30,000                        1.20%
20 Melby Lane
East Hills, NY  11576

Marvin Rostolder (2)                  60,283                        2.41%
Hoffstat Lane
Sands Point, Port Washington 11050

Officers and Directors as a
 group (5 Persons)                 1,096,006                       44.83%

(1)  Includes  options of 600,000,  150,000,  50,000 and 30,000 to purchase  the
     Company's  common  stock  for each of the  officers  and  directors  above,
     respectively. (2) Tendered his resignation as a Director of the Company for
     personal reasons on January 9, 2001. Includes an aggregate of 97,455 shares
     of common  stock  owned by Mr.  Hreljanovic's  children.  Accordingly,  Mr.
     Hreljanovic  may be  considered a beneficial  owner of these  shares.  Such
     shares have been included in the  calculation of percentage of common stock
     outstanding.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company  paid rent under one  sublease  during  2000 and two  subleases
during 1999 to  companies  affiliated  with the Chief  Executive  Officer of the
Company.  The rents  paid and terms  under the  subleases  are the same as those
under the affiliate's lease agreements with the landlords.  Rent expense for the
years ended December 31, 2000 and 1999 was $78,900 and $72,400, respectively. In
prior years, the Company made advances to or received advances from one of these
affiliated companies for working capital requirements.  As a result, at December
31, 2000 and 1999,  the  balances  due from the  affiliates  were  approximately
$6,217 and $4,800,  respectively.  Amounts payable under the remaining leases in
2000 and subsequent years are set forth below:

                                    2001             -        $73,280
                                    2002             -        $32,000

     The  Company  acquired  distribution  rights  to two  films  from a company
affiliated  with the Chief  Executive  Officer  of the  Company,  for a ten-year
license  period,  which expires on June 5, 2003. The Company is obligated to pay
such company producers' fees at the contract rate. Such payments will be charged
against earnings.  In 2000 and 1999, no payments were made to such company,  and
no revenue was recognized from such films.

     Throughout 2000 and 1999, the Company's  principal  shareholder and officer
made loans to, and payments on behalf of, the Company and received payments from
the  Company  from time to time.  The  largest net balance due to the officer in
2000 was $86,469.  The largest net balance due from the officer was $3,857.  The
net  outstanding  balance  with the  officer  at  December  31,  2000 and  1999,
respectively,  was a balance due to him of $40,684 and a balance due from him of
$3,857.

     As part of salary, bonuses and other compensation,  the Company's President
and Chief Executive Officer,  was issued 50,145 shares of common Stock (See Note
8),  valued at  $61,784  in 2000 and  46,727  shares  valued at $71,301 in 1999.
Additionally, during 2000 and 1999, the Company's President received options for
53,293 shares at $4.375 per share and 38,354 shares at prices ranging from $4.80
to $6.80 per share,  respectively.  These  options were issued for services as a
Board of Directors  member and for additional  efforts on behalf of the Company.
Further, the Company issued options to other non-employee  directors in 2000 and
1999 for 35,000 and 25,000 shares, respectively.

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

 (a) Exhibits

 Exhibit  Description:

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

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

3.2  Amendment to the  Certificate of  Incorporation  of the  Registrant,  filed
     March 7, 1997 (3)


3.3  Certificate   of   Incorporation   of  Juniper   Group,   Inc.,   a  Nevada
     corporation.(2)

3.4  By-Laws of the Registrant (1)

3.5  Amendment to the By-Laws of the Registrant  approved by the shareholders of
     the Registrant on February 12, 1997 (2)

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

4.1  1999 Stock Option Plan (2)

4.2      2000 Stock Option Plan (4)

21.1 Subsidiaries

23.1 Consent of Independent Certified Public Accountants

27.1 Financial Data Schedule
 ____________________________

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

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

(3)  Incorporated by reference to the Company's annual report on Form 10-KSB for
     the fiscal year ended December 31, 1997

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

(b)  Reports on Form 8-K.
         NONE



                   BALANCE OF PAGE LEFT BLANK INTENTIONALLY





<PAGE>


                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS






                                                                      Page

Report of Independent Certified Public Accountants..................  F-2

Consolidated Balance Sheets as of December 31, 2000 and 1999........  F-3

Consolidated Statements of Income
for the years ended December 31, 2000 and 1999......................  F-4

Consolidated Statements of Cash Flows
for the years ended December 31, 2000 and 1999......................  F-5

Consolidated Statements of Shareholders' Equity
for the years ended December 31, 2000 and  1999.....................  F-6

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































                                       F-1
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Shareholders
JUNIPER GROUP, INC.


     We have audited the  accompanying  consolidated  balance  sheets of Juniper
Group,  Inc. and  subsidiaries as of December 31, 2000 and 1999, and the related
consolidated  statements of income, cash flows and shareholders' equity for each
of the  years  then  ended.  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 audits.

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

     In our opinion,  the consolidated  financial  statements  referred to above
present  fairly,  in all material  respects,  the financial  position of Juniper
Group,  Inc. and  subsidiaries as of December 31, 2000 and 1999, and the results
of their  operations  and their cash flows for each of the years then ended,  in
conformity with generally accepted accounting principles.

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



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







Great Neck, New York
March 29, 2000




                                       F-2
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEETS

                                                        December       December
                   ASSETS                               31, 2000       31, 1999

Current Assets:
Cash ...........................................     $      949   $       3,290
Accounts receivable - trade (net of allowance)..        229,962         329,875
  Prepaid expenses and other current assets ......      321,141         206,558
  Due from officer ...............................         -              3,857
Total current assets .............................      552,052         543,580
  Film licenses ..................................    2,597,386       2,887,267
 Property and equipment net of accumulated
    depreciation of $146,187 and $134,360,
    respectively .................................      267,899         110,462
Other Investment. ................................      200,000         200,000
Goodwill..........................................      346,069         409,886
Other assets .....................................        4,852          82,620
                                                        $3,968,258  $ 4,233,815
       LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued expenses ..........   $  956,002      $  796,104
  Notes payable - current ........................      145,976          52,910
  Due to officers ................................      40,684             -
  Due to shareholders ............................        7,000           7,000
Total current liabilities ........................    1,149,662         856,014
Notes payable - long term ........................     100,000          400,606
Due to producers - long term .....................       12,186          11,958
Total liabilities ................................    1,261,848    _ _1,268,578

Shareholders' Equity:
  12% Non-voting convertible redeemable
   preferred stock: $.10 par value, 875,000
   shares authorized; 34,817 and 42,747 shares
   issued and outstanding at December 31, 2000,
   and 1999, respectively. Aggregate
   liquidation preference, $69,634
   and $85,494 at December 31, 2000 and
   1999, respectively:............................       3,482            4,275
  Common Stock - $.001 par value,75,000,000
   shares authorized, 1,386,811 and 674,162
   issued and outstanding at December 31, 2000
   and 1999, respectively ........................       1,387              674
  Capital contributions in excess of par:
   Attributed to preferred stock .................      31,039           38,109
   Attributed to common stock ....................  12,883,287       11,415,085
  Retained earnings (deficit) .................... (10,212,785)     ( 8,492,906)
Total shareholders' equity ......................._  2,706,410        2,965,237
                                                  $  3,968,258      $ 4,233,815

                See Notes to Consolidated Financial Statements
                                       F-3
<PAGE>

                               JUNIPER GROUP, INC
                            AND SUBSIDIARY COMPANIES

                        CONSOLIDATED STATEMENTS OF INCOME





                                                    Year Ended December 31,
                                                      2000            1999
                                                 ------------    ------------
Revenues:
        Healthcare ..........................  $    487,378  $    580,594
        Entertainment .......................       239,959       137,036
                                               ------------    ------------
                                                    727,337       717,630
                                               ------------    ------------
Operating Costs:
        Healthcare ..........................        71,796       113,148
        Entertainment .......................       193,629        57,475
Selling, general and administrative expenses      1,648,117     1,984,168
Settlement expense .......................           38,850         -
Revaluation of film licenses .............          289,881         -
Revaluation of investment in NCI .........          204,943         -
                                               ------------    ------------
                                                  2,447,216     2,154,791
                                               ------------    ------------
Net (loss) before (loss) from
  from minority interest..................       (1,719,879)   (1,437,161)
(Loss) from minority interest.............             -          (99,548)

                                                 -----------   -----------
Net (loss) ...............................     $ (1,719,879)  $(1,536,709)
                                               ============    ===========
Weighted average number of shares outstanding       863,733       488,378
                                               ============    ===========
Net (loss) per common share ..............     $      (2.00)  $     (3.19)
                                               ============    ===========













                 See Notes to Consolidated Financial Statements


                                       F-4


<PAGE>



                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     Year Ended December 31,
                                                       2000         1999
                                                     ---------    ---------
Operating Activities
Net loss ......................................... $(1,719,879)  $(1,536,709)
Adjustments to reconcile net cash provided by
   operating activities:
 Amortization of film licenses ...................        -           52,693
 Settlement expense...............................      38,850          -
 Depreciation and amortization expense ...........      31,706        37,800
 Expense from minority interest ..................        -           99,548
 Payment of officers' compensation with equity....      67,570        71,301
 Payment of various liabilities with equity ......     252,783       294,741
 Payment of employees' compensation with equity ..        -           55,540
 Revaluation of film licenses ....................     289,881          -
 Revaluation of investment in NCI ................     204,943          -
Changes in assets and liabilities:
 Accounts receivable .............................      99,912       458,535
 Prepaid expenses and other current assets .......    (101,964)        9,250
 Other assets ....................................        (971)        1,587
 Due to/from officers and shareholders ...........      44,541        97,898
 Due from affiliates .............................         126         8,041
 Accounts payable and accrued expenses ...........     286,086      (227,437)
                                                      ---------   ----------
 Net cash used for operating activities ............  (506,416)     (577,212)
                                                      ---------   ----------
Investing activities:
 Purchase of equipment .............................  (180,270)       (6,585)
                                                     ---------    ----------
Net cash used for investing activities .............  (180,270)       (6,585)
                                                       ---------   ----------
Financing activities:
 Other Investment ..................................      -         (400,305)
 Reduction in borrowings ...........................    (6,354)     (217,702)
 Proceeds from borrowings ..........................   683,599     1,153,981
 Payments to and on behalf of producers ............      -          (20,312)
 Proceeds from exercise of options .................      -           22,500
 Initial Capitalization of JINI .....................    7,100          --
                                                      ---------     ---------
 Net cash provided by financing activities .........   684,345       538,162
                                                     ---------     ---------
 Net decrease in cash ..............................    (2,341)      (45,635)
 Cash at beginning of period .......................     3,290        48,925
                                                       ---------     -------
 Cash at end of period .............................  $    949   $     3,290
                                                      ===========    ========


                 See Notes to Consolidated Financial Statements
                                       F-5
<PAGE>
                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                  Preferred Stock                            Common Stock
                                               ---------------------------                ----------------------------
                                              Capital                               Capital
                                            Contributions                         Contributions       Retained
                         Par Value           in excess         Par Value           in excess          Earnings
                          at $.10              of par           at $.001              of par           (Deficit)         Total
                        -----------       ------------------   ------------       ----------------  --------------    -------------
<S>                         <C>                <C>              <C>                <C>             <C>               <C>

Balance,
December 31, 1998            $23,390           $208,523         $     307          $9,858,169      $ (6,956,197)     $3,134,192

Shares issued as payment
 for various expenses         -                 -                    82             294,659              -            294,741
Shares issued as compensation
  to employees                -                 -                    11              55,529              -             55,540
Shares issued as compensation
  to officers                 -                 -                    47              71,254              -             71,301
Shares issued to producers as
  payment for debt            -                 -                     7              32,593              -             32,600
Shares issued from exercise of
  stock options               -                 -                    43              22,457              -             22,500
Shares issued in private
  placements                  -                 -                   122             734,700              -            734,822
Shares issued as payment for
  acquisition of NCI          -                 -                    25             156,225              -            156,250
Tender offer of preferred
 stock in exchange for
 common stock               (19,115)          (170,414)              32             189,497              -               -
Net loss for the year ended
  December 31, 1999           -                 -                    -                 -             (1,536,709)   (1,536,709)
                          _______            _________           _______        ___________           _________     __________
Balance,
December 31, 1999         $   4,275           $ 38,109         $    676         $11,415,083         $(8,492,906)   $ 2,965,237


Initial Capitalization of CDA                                                         7,100              -               7,100
Shares issued as payment
 for  various expenses        -                   -                 225             252,558              -             252,783
Shares issued as compensation
  to officers                 -                   -                  60              67,510              -              67,570
Shares issued from exercise of
  stock options               -                   -                  46                 (46)             -                -
Shares issued in private
  placements and conversion
  of Debentures               -                   -                 359             983,240              -             983,599
Shares issued as payment for
  acquisition of CDA          -                   -                  15             149,985              -             150,000
Preferred stock exchange
  for common stock            (793)            (7,070)                6               7,857              -                  -
Net loss for the year ended
  December 31, 2000          -                    -                   -                 -            (1,719,879)    (1,719,879)
                            _______          _________            _______       ___________           _________      __________
Balance,
December 31, 2000        $   3,482         $   31,039         $   1,387         $12,883,287        $(10,212,785)    $2,706,410




</TABLE>



                 See Notes to Consolidated Financial Statements

                                       F-6
<PAGE>

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


NOTE 1 - Summary of Significant Accounting Policies

  Description of Business

     Juniper Group, Inc.'s (the "Company")  principal businesses are composed of
two  (2)  segments:  a) the  entertainment  and  technology  segment  and b) the
healthcare segment.

     Healthcare:  The healthcare  operations are conducted  through three wholly
owned subsidiaries of Juniper Medical Systems, Inc. ("JMSI"),  which is a wholly
owned subsidiary of the Company:

(a)  PartnerCare,  Inc.  ("PCI") is a managed care revenue  enhancement  company
     providing   various  types  of  services  such  as:  Managed  Care  Revenue
     Enhancement,   and  Comprehensive   Pricing  Reviews,   to  newly  evolving
     integrated  hospital markets,  and Write-off  Review,  appeals of any third
     party rejections denials of accounts.

(b)  Juniper Healthcare  Containment Systems, Inc.  ("Containment") is a company
     which develops and provides full service healthcare  networks for insurance
     companies and managed care markets in the Northeast U.S.

(c)  Nuclear Cardiac Imaging,  Inc.("NCI"),  a New Jersey corporation.  NCI is a
     new company which provides  cardiac Spect Imaging to cardiologists at their
     offices without charge to the physician.  NCI charges the insurance carrier
     or managed care company directly.

     Both  Containment  and NCI have  generated no revenue  during the two years
ended December 31, 2000.

     Entertainment  and technology:  The  entertainment  segment  operations are
conducted through two wholly owned subsidiaries of Juniper  Entertainment,  Inc.
("JEI"):

(a)  Juniper  Pictures,  Inc.  ("Pictures"),  a wholly owned  subsidiary  of the
     Company, which engages in the acquisition, exploitation and distribution of
     rights to films to the various media (i.e.,  Internet,  home video, pay-per
     view, pay television, cable television, networks and independent syndicated
     television stations) in the domestic and foreign marketplace;

(b)  Juniper Internet  Communications,  Inc. ("JINI") formerly known as Computer
     Design  Associates,  Ltd.  ("CDA"),  which was  acquired  during  the first
     quarter of 2000, and is a systems integration company, providing technology
     services  in  the  areas  of  communications,   Internet   services,   DSL,
     e-commerce, web development and hosting.

  Principles of Consolidation

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

                                       F-7
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


NOTE 1 - Summary of Significant Accounting Policies (Continued)

  Use of Estimates in the Preparation of Financial Statements

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

  Financial Instruments

     The  estimated  fair values of accounts  receivable,  accounts  payable and
accrued expenses approximate their carrying values because of the short maturity
of these instruments. The Company's debt (i.e. Due to Producers,  Creditor Notes
and other obligations) does not have a ready market.  These debt instruments are
shown on a discounted  basis (see Notes 6 & 7) using market rates  applicable at
the effective  date. If such debt were  discounted  based on current rates,  the
fair value of this debt would not be materially  different  than their  carrying
value.

  Concentration of Credit Risk

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

     Concentrations  of credit risk with  respect to trade  accounts  receivable
within the healthcare segment is significantly limited as a result of deriving a
substantial  portion  of its  revenue  from  virtually  all the major  insurance
companies  in the United  States.  Although  the  Company has few  hospitals  as
customers,  those paying  claims  generated by PCI's  operations  are  insurance
companies  which pay the cost of healthcare.  Accordingly,  the Company does not
foresee a credit risk  associated  with these  receivables,  since  repayment is
primarily  dependent  upon the  financial  stability  of the  country's  largest
insurance companies.

     Concentration  of  credit  risk  with  respect  to  the  entertainment  and
technology  services segment are primarily subject to the financial condition of
the  segment's   largest  customer,   the  United  States  Defense   Department.
Accordingly,  the Company does not foresee a credit risk  associated  with these
receivables.

  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).




                                      F-8

<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 1 - Summary of Significant Accounting Policies (Continued)

Film Licenses (Continued)

     Producers  retain  a  participation  in the  profits  from the sale of film
rights, however, producer's 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 eight films for which it has
no financial  obligations unless and until the rights are sold to third parties.
The value of such  distribution  rights has not been  reflected  in the  balance
sheet.  The Company was able to acquire  these film  rights  without  guaranteed
minimum financial  commitments as a result of its ability to place such films in
various markets.

Amortization of Intangibles

  Film Licenses

     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.

  Goodwill

     Goodwill represents the excess of the purchase price over the fair value of
acquired  companies  and is being  amortized on a straight line basis over forty
years.  The Company  assesses  long-lived  assets for impairment under Financial
Accounting  Standards Board's (FASB) Statement of Financial Accounting Standards
(SFAS) No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets to be
Disposed Of." Under those rules,  goodwill  associated with assets required in a
purchase business combination is included in impairment  evaluations when events
or circumstances exist that indicate the carrying amount of those assets may not
be  recoverable.  Based upon the Company's  evaluation of the investment in NCI,
the  goodwill  recorded  by the  Company  from this  acquisition  was reduced by
$204,943 at December 31, 2000.






                                       F-9
                                     <PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 1 - Summary of Significant Accounting Policies (Continued)

  Property and Equipment

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

  Recognition of Revenue from License Agreements

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

 Operating Costs

     Operating  costs include costs directly  associated  with earning  revenue.
PCI's  operating  costs  include  salary  or fees  and  travel  expenses  of the
individuals performing the services,  and sales commissions.  Pictures operating
costs include film amortization and producer's royalties.

  Recapitalization

     On December 13, 2000,  the Board of  Directors  authorized a reverse  stock
split of the  Company's  common  shares  at the rate of one  share  for each ten
outstanding shares. Unless stated otherwise, all amounts from prior periods have
been restated after giving effect to this one for ten reverse split.

     On March 16, 1999, the Company issued a tender offer to the stockholders of
its preferred stock to redeem all the 233,900 outstanding shares in exchange for
475,777  shares of the Company's  common stock.  On May 10, 1999,  the offer was
concluded  and 191,153  shares of preferred  stock were redeemed in exchange for
315,403 shares of common stock.

 Net Income Per Common Share

     The  provisions of SFAS No. 128  "Earnings  per Share," which  requires the
presentation  of both net  income  per  common  share and net  income per common
share-assuming dilution preclude the inclusion of any potential common shares in
the  computation of any diluted  per-share  amounts when a loss from  continuing
operations exists. Accordingly, net income per common share-assuming dilution is
not presented.

Reclassifications

     Certain  amounts in the 1999  financial  statements  were  reclassified  to
conform to the 2000 presentation.

NOTE 2 - Accounts Receivable

     The Company estimates an allowance for doubtful  accounts,  which allowance
amounted to  approximately  $621,000 and $306,000 at December 31, 2000 and 1999,
respectively.


                                      F-10
<PAGE>



                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 2 - Accounts Receivable (Continued)

     During the period 1997 through 1999, a significant portion of PCI's revenue
was the result of work  performed  for New York  Hospital  ("NYH") in connection
with identifying and collecting claims which may have been incorrectly underpaid
in violation of New York State law. PCI did identify  approximately $1.6 million
of such  underpayments and with the consent of, and on behalf of NYH,  organized
the appropriate legal actions in an effort to effectuate collection.  Based upon
the Company's  successful results with other hospitals having smaller claims for
the same  violation of New York law, the Company  expected the NYH legal actions
to be  collectible.  In late December  1999, NYH notified the Company that it no
longer  sought  collection of the  underpayments  and that the legal actions the
Company had commenced on their behalf were to be discontinued.  Accordingly, the
receivables  recorded by PCI in  connection  with this matter were  written-off,
resulting  in  PCI's  bad  debt  expense  for  1999 of  approximately  $600,000.
Presently, the Company is evaluating its position in this matter.

NOTE 3 - Investment in NetDIVE, Inc.

     During 2000, in an effort to expand its interests  into the Internet and in
e-commerce technology, the Company negotiated with an investment banker and with
NetDIVE,  Inc.  whereby the investment  banker agreed to raise  sufficient funds
from the sale of the  Company's  common  stock to provide the  Company  with the
capital  needed to purchase a 33% interest in NetDIVE,  Inc., a privately  owned
company specializing in collaborative communications on the Internet.

     In the early stages of this acquisition, the Company borrowed $300,000 (see
Note 6) which was used to provide  $200,000 for the initial  purchase of NetDIVE
stock (equal to approximately 1.8% of NetDIVE),  and to provide the Company with
$100,000 of working  capital.  The additional  capital  required to complete the
Company's  investment  was  unable  to  be  raised  in  a  timely  fashion  and,
accordingly,  the agreement to acquire the balance of the  Company's  investment
was terminated.

NOTE 4 - Accounts Payable and Accrued Expenses

     At December 31, 2000 and 1999,  respectively,  accounts payable and accrued
expenses consisted primarily of legal fees of $241,000 and $328,000,  consulting
fees of $167,000 and $71,000,  commissions  of $29,000 and $44,000,  and payroll
taxes of $87,000 and $183,000.  Other  accruals  relate to selling,  general and
administrative expenses incurred in the normal course of business.

NOTE 5 - Film Licenses

     At December  31, 2000 and 1999 film  licenses  amounted to  $2,597,386  and
$2,887,267,  respectively.  These  reflect the lower of the  Company's  original
acquisition  price, or fair market value, less accumulated  amortization for the
distribution rights to 77 film licenses.  Such amortization amounted to $371,831
at December 31, 2000 and 1999.



                                      F-11


<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


NOTE 5 - Film Licenses (Continued)

     The  Company has  directed  predominantly  all its time and efforts  toward
building the  healthcare  segment of the business.  Since early 1995, due to the
limited  availability  of capital,  personnel and resources,  the volume of film
sales activity was significantly  diminished.  Although the Company's  resources
and capital  remain  limited,  the Company has begun  directing  efforts  toward
reestablishing a foothold in the film industry.

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

     Based upon the  Company's  estimates  of future  revenue as of December 31,
2000,  approximately  31% of the  unamortized  film  licenses  will be amortized
during the three years ended December 31, 2003.  Management expects that greater
than 60% of the film licenses applicable to related television and films will be
amortized by 2005.

     The Company's  policy is to amortize film licenses  under the film forecast
method. Additionally,  in accordance with SFAS No. 121 (see Note 1), the Company
assesses  the  value of other  film  licenses  for  impairment.  Based  upon the
forecast of future revenue  anticipated from the sales of its films, the Company
has  determined  it  appropriate  to write down the carrying  amount of its film
library by approximately  $290,000 in 2000. Depending upon the Company's success
in marketing and achieving its sales  forecast,  it is reasonably  possible that
the  Company's  estimate  that it will recover the  carrying  amount of its film
library  from future  operations,  will change in the near term.  As a result of
this potential  change,  the carrying  amount of the film library may be reduced
materially in the near term.

NOTE 6 - Notes Payable

     The  composition  of Notes  Payable at December 31, 2000 and 1999,  was as
follows:

                                                           2000           1999
Advances and Demand Note bearing interest at
  varying rates of up to 2% per month                   $ 13,200       $  6,354
6% Convertible Secured Promissory Note
  maturing in January, 2001                                 -           300,000
Settlement agreements and arbitration awards
  maturing in April 2001                                 132,776        147,162
12% Convertible Secured Promissory Note
  maturing in June 2002 (See Note 18)                    100,000           -
                                                        --------        -------
                                                         245,976        453,516

Less current portion ............................        145,976         52,910
                                                        --------        -------
Long term portion ...............................       $100,000       $400,606
                                                        ========       ========



                                      F-12
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 7 - Producer's Minimum Guarantees and Participations

     Obligations  incurred in connection  with the acquisition of film licenses,
including  minimum  guarantees  and  producer's  participations  were $11,958 at
December 31, 2000.  During 2000,  the Company did not reduce its  obligations to
producers.

     The following schedule summarizes by year the maturities of the balances at
December 31, 2000:

                      2001                   $  5,784
                      2002                        -
                      2003                      6,166
                                             --------
                                             $ 11,950

NOTE 8 - Shareholders' Equity

     Throughout  2000 and 1999, the Company issued common stock through  various
private  placements and the exercise of options.  The prices at which the shares
were  negotiated  and sold varied,  depending upon the bid and ask prices of the
Company's  common stock quoted on the NASDAQ stock  exchange.  In the aggregate,
the Company received $983,599 and $757,322 for 3,591,100 and 1,538,719 shares of
common stock pre one for ten reverse stock split in 2000 and 1999, respectively.

     In connection with payments to creditors for notes payable and indebtedness
to  producers,  the Company  issued  65,625 pre one for ten reverse split shares
valued at $32,600 in 1999. In connection with payables for operating activities,
the Company issued  1,931,190  pre one for ten reverse split shares,  valued at
$252,783, and 819,631 shares valued at $294,741 in 2000 and 1999, respectively.

     Also, in 2000 and 1999,  the Company  issued pre one for ten 597,880 shares
and 104,585 shares to employees as compensation,  valued at $67,570 and $55,540,
respectively.

     All  shares  issued in 2000 and 1999 for  notes  payable,  indebtedness  to
producers and payables for  operating,  were not registered  and, as such,  were
restricted shares under the Securities Act of 1933, as amended.

     Net (loss) per common share for 2000 and 1999 has been computed by dividing
net (loss),  after preferred  stock dividend  requirements of $8,356 in 2000 and
$10,259 in 1999, by the weighted  average  number of common  shares  outstanding
throughout the year of 863,733 and 488,378, respectively.

  Options Granted

     In  January  1994,  in  connection  with  an  amendment  to the  Employment
Agreement for the  President and Chief  Executive  Officer,  the Company  issued
options to  purchase  5000  shares of common  stock at $20.35  per  share,  (all
amounts  are pre one for ten  reverse  split),  110% of the market  value at the
effective  date (see Note 9).  The  options  were for a term of five  years.  In
January  2000,  none of the  options  had been  exercised.  and all the  options
expired.


                                      F-13
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 8 - Shareholders' Equity (Continued)

Options Granted (Continued)

     On November  24,  1998,  the Company  issued to the members of the Board of
Directors and officers of the Company, options to purchase 445,000 shares of the
Company's common stock for $.375 per share (pre one for ten reverse split).  The
term of the options are five years.  As of December  31,  2000,  110,000  remain
unexercised.  Additionally,  on November 24, 1998, the Company issued options to
purchase  180,000  shares of the  Company's  common  stock to three  consultants
(60,000 to each) for $.48 per share (pre one for ten reverse split) for services
performed  for the  Company.  The  term of the  options  are five  years.  As of
December 31, 2000, none of the options were  outstanding.  Further,  on November
24, 1998, the Company issued to the Chairman of the Board and President  options
to purchase  189,880 shares of the Company's common stock for $.375 per share in
recognition  of his success in raising  funds for the Company  during 1998.  The
term of these options are five years.  At December 31, 2000, none of the options
were outstanding.

     On May 17,  1999,  the Company  issued  options to  purchase  shares of the
Company's  common stock as follows (pre one for ten reverse  split):  240,000 to
the Board of Directors;  41,667 to the President of the Company and 25,000 to an
employee of the Company.  These options  issued in  recognition  of the services
provided to the  Company,  have an  exercise  price of $.48 and a five year term
through  May 17,  2004.  As of December  31,  2000,  none of the options  remain
unexercised.

     Additionally  on May 17, 1999,  the Company issued (pre one for ten reverse
split)  41,667  options  to  the  Company's  President  in  recognition  of  his
successful efforts in raising  additional  capital for the Company.  The options
had an exercise price of $.48 and were all exercised during 1999.

     On June 23, 1999, the Company issued (pre one for ten reverse split) 21,875
options to the Company's  President in recognition  of having raised  additional
capital for the  Company.  The shares had an exercise  price of $.48 with a five
year term through June 22, 2004, and all were exercised during 1999.

     On December 30, 1999, the Company issued options to purchase  shares of the
Company's  common stock as follows (pre one for ten reverse  split):  120,000 to
consultants  for  services  provided  to the  Company,  100,000  to the Board of
Directors in  recognition  of their  efforts and 230,000 to the President of the
Company,  and a board member in recognition of their efforts in connection  with
the acquisition of the Company's interest in NetDIVE,  Inc. These options had an
exercise  price of $.4375 and were all  exercised,  under a cashless  provision,
during 2000.

     On August 8, 1999,  the  Company  issued  (pre one for ten  reverse  split)
options to purchase 200,000 shares of the Company's common stock to a consultant
as  consideration  for their  services  in  connection  with the  investment  of
NetDIVE.  The options  included  100,000  shares with a provision for a cashless
exercise  at $1.00 and  100,000,  without  such  provision,  also at $1.00.  The
options are for a five year term through  July 24,  2004.  At December 31, 2000,
none of the options were exercised.



                                      F-14

<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


NOTE 8 - Shareholders' Equity (Continued)

Convertible Preferred Stock

     The Company's  12%  non-voting  convertible  Preferred  Stock  entitles the
holder  to  dividends  equivalent  to a  rate  of 12%  of  the  Preferred  Stock
liquidation  preference of $2.00 per annum (or $.24 per annum) per share payable
quarterly on March 1, June 1, September 1, December 1 in cash or common stock of
the Company having an equivalent fair market value,  thereafter.  Further,  each
share of the Preferred  Stock is convertible  at the holder's  option into 0.004
shares of Common Stock.

     On March 16, 1999,  the Company made a  self-tender  for all of the 233,900
outstanding shares of 12% Non-Voting Convertible Redeemable Preferred Stock (the
"12%  Preferred") for 47,578 shares of the Company's  common stock. As a result,
191,153  shares of  preferred  stock  were  redeemed  for  31,540  shares of the
Company's common stock.

     At  December  31,  2000,   34,817  shares  of  the  Preferred   Stock  were
outstanding.  On June  30,  2000,  7,930  shares  of the  Preferred  Stock  were
converted to common shares.

     The 12% Preferred  presently  entitle the holder to convert to 0.004 shares
of common  stock,  par value $.001,  of the Company,  and the accrued  dividend,
before  conversion,  of 12% per annum,  payable,  when  declared by the Board of
Directors, in cash or stock at the Company's option, per share of 12% Preferred.
Although the Company has not  authorized  the issuance of  dividends,  the total
value of accrued dividends as of December 31, 2000 is $81,472.

 Warrants

     On May 1, 1999, the Company's Class B Warrants expired.

     On May 31, 1995, the Company entered into an investment  banking  agreement
for a five year  period.  In  consideration,  the  Company  issued  warrants  to
purchase (pre one for ten reverse  split) 11,350 shares of the Company's  common
stock at an exercise price of $6.75 per share.  The warrants are exercisable for
five years, commencing at various dates from May 31, 1996 to May 31, 2001.

     At December 31, 2000, all warrants were outstanding. In connection with the
investment  banking  agreement  and  the  services  provided  to  complete  that
agreement, the Company issued to a consultant, warrants to purchase 1,135 shares
of the  Company's  common stock at an exercise  price of $6.75 per share.  These
warrants are  exercisable  for five years,  commencing at various dates from May
31, 1996 to May 31, 2001. At December 31, 2000, all warrants were outstanding.




                                      F-15
<PAGE>


                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 8 - Shareholders' Equity (Continued)

Warrants (Continued)

     On November 24,  1998,  the Company  entered  into a  consulting  agreement
whereby the consultant will perform corporate finance,  provide due diligence on
mergers  and  acquisition  candidates,   and  assist  the  Company  on  internal
structuring and the placement of new debt and equity issues.  In  consideration,
the Company granted (pre one for ten reverse split) warrants to purchase 300,000
shares of the  Company's  common stock at $.05 per share.  The  warrants  became
available 50%  immediately and 50% after 90 days from the date of the agreement.
The term of the warrants are three years. At December 31, 1999, all the warrants
had been exercised.

     On  October  5, 2000,  the  Company  entered  into an  investment  advisory
agreement  whereby the  investment  advisor  will provide  introductions  to the
financial community,  assist in raising capital,  provide merger and acquisition
candidates,  and provide other advisory services. In consideration,  the Company
granted  warrants to purchase (pre one for ten reverse  split) 250,000 shares of
the Company's common stock at $4.00 per share. The term of the warrants are five
years and expire on October 14, 2004. At December 31, 2000, none of the warrants
were exercised.

 Convertible Debt

     During  1999,  the  Company  issued  a  series  of 6%  Secured  Convertible
Promissory  Notes which,  in the aggregate,  amounted to $300,000.  In August of
2000,  these Notes were  converted  (pre one for ten reverse  split) for 316,668
shares of common stock.  During 2000, the Company issued $100,000 of 12% Secured
Convertible Debentures as consideration for legal services performed in previous
years (See Note 6).

NOTE 9 - Related Parties

     The Company paid rent under one sub-lease during 2000 and 1999 to a company
affiliated with the Chief Executive  Officer.  The rent paid and terms under the
subleases  were  substantially  the  same  as  that  of  the  affiliate's  lease
agreements with the landlord. The Company paid rent of $2,880 to an employee for
the use of her home office in Boynton Beach, Florida. Rent expense for the years
ended  December  31,  2000,  and 1999 was  approximately  $78,900  and  $72,400,
respectively.

     The  Company  acquired  distribution  rights  to two  films  from a company
affiliated with the Chief Executive Officer for a license period,  which expires
on June 5, 2003. The Company is obligated to pay the  affiliated  producers fees
at the contract rate when revenue is recognized from the sale of the films. Such
payments will be charged  against  earnings.  In 2000 and 1999, no payments were
made to the affiliate, and no revenue was recognized.

     The  Company  owns  distribution  rights to two films  which were  acquired
through  a company  affiliated  with the Chief  Executive  Officer,  that is the
exclusive  agent for the producers.  This  exclusive  agent is 100% owned by the
principal  shareholder of the Company, but receives no compensation for the sale
of the licensing rights. Additionally,  after recoupment of original acquisition
costs, the principal  shareholder has a 5% interest as a producer in the revenue
received by unaffiliated  entities. The Company has received no revenue relating
to these films during 2000 and 1999.

                                      F-16
<PAGE>


                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 9 - Related Parties (Continued)

     Throughout 2000 and 1999, the Company's  principal  shareholder and officer
made loans to, and payments on behalf of, the Company and received payments from
the  Company  from time to time.  The  largest net balance due to the officer in
2000 was $86,469.  The largest net balance due from the officer was $3,857.  The
net  outstanding  balance  with the  officer  at  December  31,  2000 and  1999,
respectively,  was a balance due to him of $40,684 and a balance due from him of
$3,857.

     As part of salary, bonuses and other compensation,  the Company's President
and Chief Executive Officer,  was issued (pre one for ten reverse split) 501,450
shares of common  Stock  (See Note 8),  valued at  $61,784  in 2000 and  467,267
shares  valued at  $71,301  in 1999.  Additionally,  during  2000 and 1999,  the
Company's President received options (pre one for ten reverse split) for 250,000
shares at $.4375 per share and  383,542  shares at prices  ranging  from $.48 to
$.68 per share, respectively.  These options were issued for services as a Board
of  Directors  member  and for  additional  efforts  on behalf  of the  Company.
Further, the Company issued options to other non-employee  directors in 2000 and
1999 for 100,000 and 250,000 shares, respectively.

NOTE 10 - Commitments and Contingencies

 Leases

     The Company leases its New York office facility under a sublease. A Florida
office was leased on a month to month basis through September 1999 at which time
it was  closed.  The New York  lease  expires  in May 2002 (see Note 9).  Future
minimum annual base rental commitments as of December 31, 2000 are as follows:

                     2001                     $ 73,280
                     2002                       32,000
                                              --------
                                              $105,280
                                              ========

 License Agreements

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

 Employment Agreements

     Mr. Hreljanovic has an Employment  Agreement with the Company which expires
on April 30, 2005,  and that provides for his  employment as President and Chief
Executive  Officer at an annual salary  adjusted  annually for the CPI Index and
for the reimbursement of certain expenses and insurance.  Based on the foregoing
formula,   Mr.   Hreljanovic  was  entitled  to  salary  in  2000  of  $182,858.
Additionally, the employment agreement provides that Mr. Hreljanovic may receive
shares of the Company's common stock as consideration  for raising funds for the
Company.

                                      F-17
<PAGE>


                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



NOTE 10 - Commitments and Contingencies (Continued)

 Employment Agreements (Continued)

     Due to the  Company's  working  capital  deficit,  it was unable to pay any
salary in cash to Mr. Hreljanovic pursuant to his employment  agreement.  In the
best interests of the Company,  in lieu of cash, Mr.  Hreljanovic  has agreed to
accept  shares of the  Company's  common  stock as payment  for up to 40% of his
unpaid  salary.  Accordingly,  during 2000, the Company issued 501,450 shares of
stock  (pre  one for ten  reverse  split)  valued  at  $61,784,  in lieu of cash
payments to Mr. Hreljanovic for his net salary.  Further, Mr. Hreljanovic agreed
to accept  the  balance  of his salary  during  2000,  in the form of options to
purchase 282,930 shares of common stock at $.4375 per share.  These options were
exercised  under a cashless  provision,  which  resulted in the  issuance to Mr.
Hreljanovic of 192,904 shares. Additionally, the Company issued options (pre one
for ten reverse split) for 250,000 shares at $.4375 per share to Mr. Hreljanovic
as compensation for his services as a member of the Board of Directors,  and for
other  efforts  on  behalf  of the  Company  (see Note 8).  These  options  were
exercised  under a cashless  provision  and  resulted in the  issuance of 97,836
shares.  The Company issued 187,636 shares of common stock to Mr. Hreljanovic in
1999 to liquidate the amount owed to him for his 1999 and 1997 salary and 57,641
shares  of  common  stock  as  additional  compensation  for  achieving  certain
performance benchmarks for obtaining new hospital contracts.


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

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

     Mr.  Vazquez,  former  President of PCI, had an employment  agreement which
terminated on June 30, 2000. Under the terms of his agreement,  as amended,  Mr.
Vazquez  received  options to purchase  shares of the  Company's  common  stock.
Effective  December  2000,  Mr.  Vazquez  and the  Company  agreed  to an  early
termination of the Agreement (see Note 10). Accordingly, Mr. Vazquez surrendered
all options  previously  issued to him and agreed to forego any stock or options
to which he was entitled.

Preemptive Rights

     In January of 2001, the Company employed a new president for its subsidiary
JINI. Although a formal employment agreement has not been prepared, the terms of
employment  include a salary of  $200,000  per year,  and  options  to  purchase
100,000  shares  of common  stock at $1.20  per  share to be  earned as  certain
benchmarks  are  achieved  over a two year  period.  Additionally,  the terms of
employment provide for an auto allowance and health insurance.




                                      F-18

<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 10 - Commitments and Contingencies (Continued)

 Litigation

     On May 22, 1996, Ordinary Guy, Inc. and Crow Productions, Inc. commenced an
action  against the Company,  alleging that the Company has successor  liability
for a  judgment  entered  in March  of 1993 by the  Plaintiffs  against  Juniper
Releasing, Inc. ("Releasing"), a company affiliated with the Company's CEO. This
matter was  settled in April  1999 for a payment of  $310,000  to be paid out in
three annual  payments,  maturing on April 20, 2001.  As  inducement to secure a
settlement  which  provided for annual  payments  over three years,  the Company
issued  93,320 shares of common stock for the benefits of the  Plaintiffs.  (see
Note 6).  Payments  made  during  2000  were  less than  those  required  by the
settlement  agreement.  According,  the Company is  currently in default of this
obligation.

Going Concern

As shown in the accompanying financial statements, the Company's:
*    Revenue increased slightly  to $727,000 in 2000 from $718,000 in 1999;
*    Net loss was  $1,720,000  in 2000,  and  $1,537,000  in 1999;
*    Working capital was negative $597,610 at December 31, 2000 and was negative
     $312,434 at December 31, 1999.

     The fact that the Company  continued to sustain losses in 2000 has negative
working  capital at December 31, 2000 and still requires  additional  sources of
outside cash to sustain  operations  continues to create  uncertainty  about the
Company's ability to continue as a going concern.

     Management  of the Company has  developed a plan to reduce its  liabilities
and improve cash flow through  expanding  operations,  including moving into the
installation  and  support  for  broadband  services   providers,   and  raising
additional  funds either through the 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 2001 through  public or private sales
of  securities.  The financial  statements do not include any  adjustments  that
might be necessary if the Company is unable to continue as a going concern.

NOTE 11 - Incentive Compensation Plans

1996 Stock Option Plan

     On February 12 , 1997,  the  shareholders  of the Company  adopted the 1996
Stock Option Plan. The Plan  supplements  the Company's 1989  Restricted  Stock,
Non-Qualified  and  Incentive  Stock  Option Plan.  This Plan,  which allows the
Company to grant incentive stock options,  non-qualified stock options and stock
appreciation rights (collectively "options"), to employees,  including officers,
and to non-employees  involved in the continuing  development and success of the
Company,  authorizes the grant (pre one for ten reverse split) of 100,000 shares
of common  stock.  The terms of the options are to be determined by the Board of
Directors.

                                      F-19
<PAGE>


                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 11 - Incentive Compensation Plans (Continued)

1996 Stock Option Plan (Continued)

     Options will not have  expiration  dates later than ten years from the date
of  grant  (five  years  from  the  date  of  the  grant  in the  case  of a 10%
Stockholder).  The Option  Prices may not be less than the fair market  value of
the common  shares on the date of grant,  except  that any option  granted to an
employee holding 10% or more of the outstanding voting securities of the Company
must be for an option price not less than 110% of fair market value. At December
31,  2000,  all  options  under  the  Plan  had been  granted  and  none  remain
outstanding and unissued.

1998 Stock Option Plan

     On December  30, 1998,  the  shareholders  of the Company  adopted the 1998
Stock Option Plan.

     This  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock  options  and  stock  appreciation   rights   (collectively
"options")  to purchase  (pre one for ten reverse  split) up to an  aggregate of
1,000,000  shares of  common  stock to  employees,  including  officers,  and to
non-employees involved in the continuing development and success of the Company.
The terms of the options are to be determined by the Board of Directors. Options
will not have expiration dates later than ten years from the date of grant (five
years from the date of the grant in the case of a 10%  stockholder).  The option
prices may be set at any amount in the  discretion  of the Board's  Compensation
Committee. At December 31, 2000, all options under the Plan had been granted.

1999 Stock Option Plan

     On December  27, 1999,  the  shareholders  of the Company  adopted the 1999
Stock Option Plan. The Plan  supplements  the Company's 1989  Restricted  Stock,
Non-Qualified  and Incentive  Stock Option Plan. The Plan also  supplements  the
Company's 1996 and 1998 Stock Option Plans.

     This  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock  options  and  stock  appreciation   rights   (collectively
"options")  to purchase  (pre one for ten reverse  split) up to an  aggregate of
1,500,000  shares of  common  stock to  employees,  including  officers,  and to
non-employees involved in the continuing development and success of the Company.
The terms of the options are to be determined by the Board of Directors. Options
will not have expiration dates later than ten years from the date of grant (five
years from the date of the grant in the case of a 10%  stockholder).  The option
prices may be set at any amount in the  discretion  of the Board's  Compensation
Committee.  At December  31, 2000,  1,307,930  options had been granted of which
none remain unexercised and 192,070 remain unissued.

2000 Stock Option Plan

     On December  28, 2000,  the  shareholders  of the Company  adopted the 2000
Stock Option Plan. The Plan  supplements  the Company's 1989  Restricted  Stock,
Non-Qualified  and Incentive  Stock Option Plan. The Plan also  supplements  the
Company's 1996, 1998 and 1999 Stock Option Plans.

                                      F-20

<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 11 - Incentive Compensation Plans (Continued)

2000 Stock Option Plan (Continued)

     This  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock  options  and  stock  appreciation   rights   (collectively
"options")  to purchase  (pre one for ten reverse  split) up to an  aggregate of
1,500,000  shares of  common  stock to  employees,  including  officers,  and to
non-employees involved in the continuing development and success of the Company.
The terms of the options are to be determined by the Board of Directors. Options
will not have expiration dates later than ten years from the date of grant (five
years from the date of the grant in the case of a 10%  stockholder).  The option
prices may be set at any amount in the  discretion  of the Board's  Compensation
Committee. At December 31, 2000, no options under the Plan were granted.

Statement of Financial Accounting Standards No. 123

     At December 31, 1999, the Company had a stock-based  compensation  plan, as
described above. The Company applies APB Opinion 25, Accounting for Stock Issued
to  Employees,   and  related   Interpretations  in  accounting  for  its  plan.
Accordingly, no compensation cost has been recognized for its fixed stock option
plan  or for  options  issued  to  non-employees  for  services  performed.  Had
compensation  costs for these options been determined,  based on the fair market
value at the grant  dates  consistent  with the  method of FASB  Statement  123,
Accounting for Stock-Based Compensation, the Company's net income (loss) and net
income  (loss) per common share would have been reduced to the pro forma amounts
indicated below:

                                                       2000             1999

Net income (loss) ............... As reported     $(1,719,879)     $(1,536,709)
                                  Pro forma       $(1,816,719)     $(2,242,155)

Net income (loss) per common share  As reported   $     (2.00)     $     (3.19)
                                    Pro forma     $     (2.11)     $     (4.63)

NOTE 12 - Income Taxes

     For the years ended  December 31, 2000 and 1999,  no provision was made for
Federal and state income taxes due to the losses  incurred during these periods.
As a result of losses  incurred  through  December 31, 2000, the Company has net
operating loss carryforwards of approximately  $8,585,000.  These  carryforwards
expire as follows:

                         2006           $  490,000
                         2007            1,451,000
                         2008              165,000
                         2009              717,000
                         2010              231,000
                         2011              568,000
                         2012            1,107,000
                         2016              956,000
                         2017            1,257,000
                         2018            1,643,000
                                        ----------
                                        $8,585,000

                                      F-21

<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 12 - Income Taxes (Continued)

     In accordance with Financial  Accounting  Standards Board Statement No. 109
"Accounting  for Income Taxes",  the Company  recognized  deferred tax assets of
$3,520,000,  at December  31, 2000.  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  $3,520,000.  Deferred  tax assets at December  31, 2000  primarily
reflect the tax effect of net operating loss carryforwards.

NOTE 13 - Acquisitions

     On June 23, 2000, the Company  completed its  acquisition of 51% of Nuclear
Cardiac Imaging, Inc. ("NCI"), a New York Corporation. The acquisition, recorded
under  the  purchase  method  of  accounting,   included  the  purchase  of  the
outstanding  shares  of  common  stock in  exchange  for  250,000  shares of the
Company's  common  stock valued at  $156,000.  A portion of the  purchase  price
(including the 49% interest  previously owned by the Company) has been allocated
to assets  acquired and  liabilities  assessed,  based on estimated  fair market
value at the date of acquisition,  while the balance of $409,886 was recorded as
goodwill and is being amortized over forty years on a straight-line basis.

     On  March  17,  2000,  the  Company   acquired  100%  of  Juniper  Internet
Communications,  Inc.  ("JINI"),  formerly known as Computer Design  Associates,
Ltd. ("CDA"), a New York Company.  The acquisition was effectuated by exchanging
all of CDA's  outstanding  shares  of  common  stock  for  15,000  shares of the
Company's  common  stock,  valued at  $150,000,  substantially  all of which was
recorded as goodwill,  amortized on a straight-line  basis over forty years. The
acquisitions was recorded under the pooling method of accounting.

NOTE 14 - Business Segment Information

     The  operations  of the  Company are divided  into two  business  segments:
healthcare - consisting of managed care revenue  enhancement and healthcare cost
containment services;  and entertainment and technology services - consisting of
the acquisition and distribution of rights to films and a provider of technology
services in the area of  communications,  Internet  services,  DSL and other web
development  services.  The Company markets its managed care revenue enhancement
services  throughout the United  States;  and films are available to be marketed
throughout the world.

Financial information by business segment is as follows:

                                                          2000           1999
Revenue:
      Healthcare ..................................... $   487,378   $  580,594
      Entertainment and technology services ............   239,959      137,036
                                                        ----------  ----------
                                                       $   727,337   $  717,630
                                                       ===========  ==========
Operating Income (Loss):
      Healthcare ...................................   $  (483,275)  $ (749,663)
      Entertainment and technology .................      (469,932)     (15,783)
      Corporate ....................................      (766,672)    (771,263)
                                                        ----------   ----------
                                                       $(1,719,879) $(1,536,709)
                                                       ===========  ===========


                                      F-22
<PAGE>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 14 - Business Segment Information (Continued)

                                                           2000         1999
                                                        ---------     --------

Identifiable Assets:
     Healthcare ....................................  $    442,497 $    682,983
     Entertainment and technology services..........     3,029,491    3,180,507
     Corporate .....................................       673,896      547,951
Total assets for reportable segment ................     4,145,884    4,411,441
Elimination of intersegment investments.............      (177,626)    (177,626)
Total consolidated assets...........................  $  3,968,258 $  4,233,815
                                                        ==========   ==========
Depreciation:
     Healthcare ....................................  $    22,923  $     33,853
     Corporate .....................................       10,631         3,947
     Entertainment and technology services..........        4,454          -
                                                        ---------    ----------
                                                      $    38,008  $     37,800
                                                       ==========    ==========
    Capital Expenditures:
     Healthcare ....................................  $    75,000  $       -
     Corporate .....................................       47,660         6,584
     Entertainment and technology services..........       57,610          -
                                                      -----------    ----------
                                                      $   180,270  $      6,584
                                                       ==========    ==========

NOTE 15 - Quarterly Results of Operations (Unaudited)

     Below is a summary of the quarterly  results of operations for each quarter
of 2000 and 1999:

2000                    First         Second          Third         Fourth
Revenue ............$  330,394    $   195,001    $   184,213    $    17,729
Gross profit .......   266,793        142,492         51,585          1,042

Net income (loss) ..$ (201,916)   $  (197,044)   $  (275,504)   $(1,045,415)

Net income (loss)
per common share....$    (0.29)   $     (0.25)   $     (0.32)   $     (0.95)

1999                    First         Second          Third         Fourth

Revenue ............$  153,929    $   141,097    $   288,180    $   134,424
Gross profit .......   122,043        107,259        259,031         58,495

Net income (loss) ..  (270,695)   $  (286,375)   $  (304,786)   $  (674,853)

Net income (loss)
per common share ...$    (0.85)   $     (0.72)   $     (0.54)   $     (1.06)

NOTE 16 - Supplemental Cash Flow Information

     Cash  paid for  interest  totaled  $12,393  and  $24,985  in 2000 and 1999,
respectively.

                                      F-23
<PAGE>



                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


NOTE 16 - Supplemental Cash Flow Information (Continued)

     During 2000, the following  transactions occurred which did not require the
use of cash but instead were paid by the issuance of the Company's common stock;
officer's  compensation of $67,570;  acquisition and  capitalization  of JINI, a
wholly owned  subsidiary,  of $150,000;  payment of corporate  debt amounting to
983,599; and certain corporate expenses amounting to $252,783.

     During 1999, the following  transactions occurred which did not require the
use of cash,  but  instead  were paid by the  issuance of the  Company's  common
stock:  payments to producers  amounting to $32,600;  officers  compensation  of
$71,301;  employee compensation of $55,540;  payment of corporate debt amounting
to $734,822; and certain corporate expenses amounting to $294,741.

NOTE 17 - Major Customers

     In 2000 and 1999, Maimonides Hospital, in Brooklyn, New York, accounted for
44% and  17%,  respectively,  of the  total  revenue  of the  Company.  New York
Downtown Hospital and Defense Finance and Accounting Service, each accounted for
13% of the total year 2000 revenue.  No other  customer  accounted for more than
10% of the Company's total revenue.

NOTE 18 - Subsequent Events

     From January 1, 2001 through March 28, 2001,  the Company  raised  $261,600
from 1) the issuances of $167,000 of convertible  debentures,  and 2) $94,600 of
other loans.  During this period,  the Company  issued  300,000 shares of common
stock as follows:  135,000 for the  conversion  of debt to equity and 165,000 in
connection with three consulting agreements.

     On January 25, 2001, the Company filed a registration statement on Form S-8
to register 1,500,000 options (and the underlying stock) to be granted under the
Company's 2000 Stock Option Plan and to register 165,000 shares of the Company's
common stock issuable upon exercise of options  granted to three  consultants in
consideration of services rendered.















                                      F-24

<PAGE>





                                   SIGNATURES

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


Date: March ___, 2000                        JUNIPER GROUP, INC.



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


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


Signatures                             Titles                       Date


By:/s/ Vlado Paul Hreljanovic      Chairman of the Board,
   --------------------------      President, Chief Executive
   Vlado Paul Hreljanovic          Officer (Principal Executive
                                   and Financial Officer)       March 30, 2000


By: /s/ Harold A. Horowitz          Director                    March 30, 2000
   -----------------------
   Harold A. Horowitz


By:/s/Barry S. Huston               Director                    March 30, 2000
   -----------------------
      Barry S. Huston









                                      F-25