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, 2002

                         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. - $1,240,898

     The aggregate market value of the Common Stock held by non-affiliates of
the Registrant was approximately $2,210,704 based upon the $0.37 average bid
price of these shares on the NASDAQ Stock Market for the period March 4, 2003
through April 7, 2003.

     As of April 7, 2003, there were 6,392,602 outstanding shares of Common
Stock, $.001 par value per share.






<PAGE>



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

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



<PAGE>



                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

A.       General

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

         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:

B.  Business of the Issuer

         1. Entertainment and Technology Services:

         a) Internet Technology Services

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

The continuing expansion of Broadband based Internet technology continues at a
rapid pace. Industry forecasts predict that individual internet connectivity
will penetrate 80% of US households by 2005. Broadband connections are expected
to grow from the base of 18M users at the end of 2002 to nearly 44M users in
2006. New applications and innovative services for users with broadband
connections to the internet, for information and entertainment services are
rapidly being introduced.

Leading broadband service providers of cable, DSL, wireless and satellite high
speed access to the Internet continue to invest in offering these new services
to the millions of new broadband users. The Company believes that the investment
required to expand these services will force providers to focus on their core
competencies and services and to outsource many non-critical aspects of their
business, including installation, integration and support services.

JINI's growth in the past year was affected by the effects of the current
recession as three of its key customers were impacted by market conditions.
Network Access Solutions halted its sales and implementation of new DSL
customers as it sought Chapter 11 protection. Excite@Home, Comcast's web hosting
provider caused a significant slowdown in broadband cable service growth after
its failure early in the year. Texolutions, Inc. was recently acquired and is in
the process of refinancing its operations. The Company establishes reserves
against receivables owed by customers whenever it is determined that there may
be corporate or market issues that could eventually effect the stability or
financial status of these customers or their payments to the Company.

The Company continues to see change in the DSL business as recent governmental
regulatory actions continue to reshape the telecommunications side of the
broadband market. The Company believes that changes affecting the DSL industry,
will be offset by competitive reactions of cable, wireless and satellite
providers as Broadband penetration of US households and business continues
unabated.

The Company continues to believe that the trend for outsourcing in the
deployment and support for Broadband customer services will continue to
strengthen as the industry matures. Although the current economic environment
has had a dampening effect, the company believes the impact is temporary. We
believe that infrastructure build-out, technology introduction, new applications
and broadband deployment, integration and support will continue to be outsourced
to qualified service providers.

In the third quarter of 2001, JINI added a senior sales executive and initiated
a targeted telemarketing campaign in 2002 that identified nearly twenty million
dollars in potential new business opportunities. JINI's ability to take
advantage of all the opportunities identified, however, was limited by its
capital resources. The Company's efforts were directed towards those
opportunities with highest probability of success, and greatest potential for
returns and future growth. This program was instrumental in the company's
expansion of services to Cablevision and Texolutions.

JINI's continuing focus has been on installing and supporting broadband internet
connections in homes and businesses under contracts with Cable companies, DSL
providers, and wireless and satellite Broadband Internet access providers. JINI
also provides post-installation support, integration and internet security
services for business and residential users.

JINI, which established broadband services in New York and Philadelphia, and
extended these services throughout the Northeastern United States last year, is
now capable of providing nationwide support to its customers through
partnerships with service providers in other sections of the country. JINI's
services continue to expand rapidly in the New York Metropolitan area as it
extends its support of Cablevision in nearby New York suburban counties.

Competition
------------

Services for Broadband deployment have been provided by a mix of in-house
service organizations and outsourced support providers. Most cable, satellite
and wireless service providers use a mix of both as sources for their customer
services, thus optimizing their ability to respond to customer demands for
service. Most contracted service still remains in the hands of small independent
contractors.

The Company continues to believe that the composition of industry participants
in Broadband installation services, which is highly fragmented, will begin to
change as smaller companies founded from offshoots of telecommunications
installation firms grow or become acquired by larger companies. 180 Connect,
Mastec and Prince Telecommunications are examples of firms showing early growth
in the Broadband deployment 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 and is highly dependent on the performance and quality of the
business management. The Company believes there is opportunity for new entrant
growth and industry consolidation activity in this market. Similarly, while the
Company believes that substantial growth through consolidation of smaller
competitors is a significant opportunity for the Company, the greater financial
resources of its larger competitors may give them an advantage in capitalizing
on this opportunity.

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

Employees
-------------

Mr. Alan R. Andrus manages the Company's Juniper Internet Communications, Inc.
subsidiary as its president.

In 2002, the Company added new sales and marketing management with expertise in
the broadband sector and has also recruited new supervisory and support
personnel with operational skills and experience in Cable, DSL, Satellite and
Wireless Broadband services.

JINI also refined its operational infrastructure, selecting experienced field
supervisory personnel to direct daily field operations for each of its major
accounts. Dedicated operational management has yielded increased operational
efficiency, greater customer satisfaction and improved performance in comparison
to the company's competitors in its major accounts including Cablevision, Time
Warner and Texolutions.

These new Broadband services sales and operations personnel that JINI added have
been instrumental in growing the Company's Cablevision, Texolutions and Ratner
accounts. The Company believes its new personnel have brought the skills and
experience that will allow it to be successful in new account sales and in
operational performance in its targeted business sectors.

   b) Entertainment

     Juniper Pictures, Inc. ("Pictures") 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.

     For the past several years, the Company has reduced its efforts in the
distribution of film licenses to commit and focus its resources on the growth of
the Internet technology business, which, during that time, the Company believes
was the most efficient and cost effective strategy for the Company to maximize
revenue. Accordingly, Pictures did not generate revenue during 2001, and
generated a small amount of revenue in 2002. Additionally, Pictures generated
approximately $15,000 of revenue in the first quarter of 2003.



Competition
-----------
         Competition is intense in the motion picture distribution industry. The
Company will begin reallocating more of its time and effort to the sale of film
licenses in 2003, if Company resources are available. The Company is in
competition with other motion picture distribution companies, including many of
which have greater resources than the Company, both in the acquisition of
distribution rights to movie properties and the sales of these properties to the
various markets (i.e. Internet, pay, cable and television).

Juniper Sports, Inc.
--------------------

     On July 26, 2002, the Company, through its wholly owned subsidiary, Juniper
Sports, Inc., executed the Stock Exchange Agreement and Plan of Reorganization
to acquire 100% interest in Tags Golf, Inc. ("TAGS"). In the initial phase of
the Agreement, The Company delivered 140,000 shares of its common stock as
payment for an 80% interest in TAGS. As part of the acquisition of the 80%
interest, the Company was required to provide TAGS with $500,000 in working
capital. The acquisition agreement also required the Company to pay a total of
$200,000 in two equal installments, or, at the option of the Company, to deliver
70,000 shares of the Company's common stock to acquire the remaining 20% of
TAGS. Each installment, if made, would increase the Company's ownership in TAGS
by 10%.

      Shortly after the initial acquisition of the 80% interest in TAGS, the
Company was unable to complete the funding of working capital as required by the
agreements. Accordingly, the Company's interest was reduced to 40% as provided
by the Stock Exchange Agreement. Further, based upon the evaluation of the
potential of TAGS and the Company's minority holdings, the Company sold 25% of
TAGS, leaving ownership of a 15% interest.

        The sale of 25% of TAGS was completed for $75,000 with a $25,000
down-payment and a promissory note for $50,000.

Major Customers
---------------
         In 2002 and 2001, the Company's major customers accounted for the
following percentages of total revenue:

                                               2002             2001
                                              ------           ------
         Network Access Solutions               10%            46%
         Comcast                                12%            45%
         Cablevision                            25%            -0-
         Time Warner                            23%            -0-

     No other customers accounted for greater than 10% of the Company's total
Revenue.

Employees
---------
     As of March 18, 2003, the Company had 30 full-time employees and one
part-time employees and independent contractors.

Juniper Internet Communications, Inc.
-------------------------------------
     In January 2001, Mr. Alan Andrus joined its Juniper Internet
Communications, Inc. subsidiary as its President. In addition, the Company has
engaged new management with expertise in marketing and sales in the broadband
sector and has also recruited supervisory and support personnel with skills in
cable, RF, head-end systems, digital video and VOIP. The Company believes it has
recruited supervisory and support personnel whose skills and experience bring a
focused, operational, sales, 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 2,105 square feet of offices and
is subleased from Entertainment Financing Inc.("EFI"), an entity 100% owned by
the Chief Executive Officer of the Company, currently at approximately $6,000
per month. EFI's lease and the Company's sub-lease on this space expire on May
31, 2007. EFI has agreed that for the term of the sub-lease, the rent paid to it
will be substantially the same rent that it pays under its master lease to the
landlord.

ITEM 3. LEGAL PROCEEDINGS

         In September 2001, the Company issued 150,000 shares of its common
stock in exchange for a short-term promissory note for $105,000, maturing in
October 2001. The subscriber to the shares defaulted upon the maturity of the
note. The Company has pursued collection and has obtained a judgment in New
York. Further, the Company has filed the judgment in New Jersey, the state in
which the subscriber resides. The Company plans to vigorously pursue collection
and believes it will prevail in this matter.

       During 2001, the Company became aware that a party to whom it had
previously sold film licenses, which had expired in 1998, had sold distribution
rights to the films after the expiration of the licenses. The Company filed an
action against this party for damages due to unauthorized licensing of the films
to third parties and copyright infringement. The Company settled the matter in
March 2003 and will recognize revenue of $15,000.




<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 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 following constitutes the high and low sales prices for the
common stock as reported by NASDAQ for each of the quarters of 2002 and 2001.
The quotations shown below reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

     On August 14, 2002, the Company's shareholder's approved a one-for-ten
stock split of the Company's common stock, effective August 18, 2002. All
amounts below reflect actual trading prices after giving effect to the reverse
stock split.

        2002                            HIGH                    LOW
        ----                            ----                   -----
FIRST QUARTER..................       $ 0.92                   $0.30
SECOND QUARTER.................         0.79                    0.25
THIRD QUARTER..................         1.38                    0.13
FOURTH QUARTER ................         1.00                    0.36

        2001                          HIGH                      LOW
        ----                          ----                     -----
FIRST QUARTER..................       $ 3.10                  $ 1.00
SECOND QUARTER.................         4.30                    0.97
THIRD QUARTER..................         1.90                    0.66
FOURTH QUARTER..................        1.89                    0.13

     Preferred Stockholders are entitled to receive a dividend out of assets
legally available for payment at a rate of 12% per annum of the Preferred Stock
liquidation preference of $2.00 (or $.24 per annum) per share, payable quarterly
on March 1, June 1, September 1 and December 1, in cash or in shares of Common
Stock having an equivalent fair market value. Unpaid dividends on the Company's
Preferred Stock accumulate. The quarterly payments due from September 1, 1992,
through December 31, 2001 accumulated to $68,518. On October 26, 2001, the Board
of Directors authorized the issuance of shares of the Company's common stock
valued at an amount sufficient to pay the accrued preferred stock dividends
including those accrued for the month of December 2001. The dividends valued at
$68,518, was paid to holders of record as of January 28, 2002, upon the issuance
of 76,987 shares(pre 1 for 10 reverse stock split) of the Company's common
stock. Payment due on March 1, 2002, June 1, 2002, September 1, 2002, in the
amounts of $1,062.80, $1,521.42, and $1,521.42, respectively, was paid in 2002;
and December 1, 2002 in the amount of $1,521.42 was paid in January 2003. On
January 14, 2003, the Board of Directors authorized the issuance of shares of
the Company's common stock or cash, which shall be at the discretion of the
Chief Executive Officer in order to pay the accrued preferred stock dividend. 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.

     During the third and fourth quarters of 2001, 5,760 and 1,000 shares,
respectively, of the Company's Preferred Stock were converted for 42,480 and
8,000 shares, respectively, of the Company's Common Stock. As a result, there
are currently 26,857 shares of Preferred Stock, which remain outstanding.

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

     As of April 7, 2003, there were approximately 300 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 during
2002 totaled 3,886,135 shares.

     During the fourth quarter of 2002, the Company issued 2,135,159 shares of
its common stock as follows:
<TABLE>
<CAPTION>

                                  Number
Date             Purchaser        of Shares         Consideration             Exemption
-----            ---------        ---------         -------------             ---------
<S>              <C>             <C>                <C>                            <C>

10/1-12/31/02    Consultants     482,243            Consultants accepted
                                                    common stock as payment
                                                    of fees in the
                                                    amount of $170,563             4(2)

10/1-12/31/02    Employees       516,866            Employees accepted common
                                                    stock as payment of
                                                    salary in the amount of
                                                    $182,543                      4(2)

10/1-12/31/02    Legal           400,000            Payment of legal fees
                                                    accepted in common stock
                                                    in the amount of $170,000     4(2)

10/1-12/31/02    Private
                 Placement       553,210            Satisfaction of indebtedness
                                                    of $199,164                   4(2)

10/1-12/31/02    Fixed Assets    278,492            Deposit and prepayments for
                                                    the purchase of vehicles in
                                                    the amount of $116,966.       4(2)

</TABLE>

     Options issued during 2002 totaled 220,000. All stock options were issued
during the fourth quarter of 2002.


<PAGE>

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

MANAGEMENT'S DISCUSSION OF 2002 OPERATIONS

As 2001 drew to a close, Juniper Internet Communications began to cope with
weakness in its two key customer accounts, Comcast and Network Access Solutions.
NAS was beginning to restructure its finances in hopes to recover from a Chapter
11 filing, and our Comcast account was dealing with a slowdown in installations
caused by the failure of its Internet service provider @Home, and it was also
dealing with a need to reduce capital expenditures and to maximize profitability
as its proceeded towards its AT&T acquisition agreement.

In responding to these changes, the Company sought out and secured an agreement
in the first quarter of 2002 to begin to provide services to Time Warner, in
several counties north of New York City. To start this account rapidly and
successfully the Company utilized several of its experienced technicians from
Philadelphia, incurring substantial travel costs, but assuring a successful
startup of this account. Our Time Warner account continued successfully
throughout the year, and achieved peak gross profit margins in excess of 50%
after transitioning to locally based technicians. The Time Warner engagement was
essentially project work, introducing broadband services in the local area, and
was not expected to continue indefinitely so the Company began a major marketing
campaign in springtime, to add new long term accounts.

Also beginning in early 2002, through the new major marketing program, the
Company leveraged its NAS-DSL expertise into a series of projects, teaming with
several DSL installation firms in other areas of the county, most notably
Texolutions Inc., a California based DSL services installation firm. Through
these associations, the Company successfully participated in a number of
projects, and established an installation and support infrastructure throughout
the Northeast US to support major DSL rollouts for companies like, Worldcom,
FedEX, IBM, Honda, Radio Shack, Aetna, Ratner, VitalLink, RoomLynx and Dolce
Conference Centers. Among the benefits of these projects was the Company's
acquisition of skills in establishing a project based work force, and in
successfully managing widespread installation rollouts. JINI technical
performance was rated very highly by its customers on all these projects. Gross
profit margins from these projects improved with its successive engagement as
the company improved its processes for managing these contracts. This business
began to slow down in latter 2002 due to the downturn in the economy, and
reduced Information Technology spending. Among the harder lessons learned was
the need to limit ongoing overhead infrastructure spending between projects.
Carrying supervisory personnel between projects eroded gross profit margins
earned during the active phases of the projects.

JINI commenced a marketing campaign in April, which was a four part program to
identify and qualify leads; communicate to potential customers JINI's services
and its key differentiations; to establish a dialogue with the customers to
determine their need for outsourcing and their financial commitments to such
outsourcing; and to proceed to establish new contracts with the selected
qualified customers. All information was painstakingly entered into a master
database of customer and contact information with detailed tracking of customer
requirements and business opportunities. This process allowed the Company to
gauge its success at each step of the process and to quantify results as the
customers moved down the sales funnel towards the initiation of successful
broadband installation and support contracts.

The Company began by identifying a number of sources for customer database
information and it purchased several that best suited its business. It created
and conducted a marketing program that built awareness of the Company and its
services within 11 thousand potential-customer organizations. Next, a
telemarketing program followed up on this awareness phase by employing
outsourced telemarketing services to rapidly and effectively qualify nearly
eight thousand leads, identify relevant customer requirements and identify the
customer's interest and timing for possible use of the Company's services. Some
300 qualified opportunities were referred to the Company's management and sales
team who further qualified the customers from both opportunity and financial
perspectives, and pursued approximately 100 of these customers for over $22
Million dollars in specific contractual opportunities. Six of these accounts,
with a potential revenue opportunity in excess of $10 Million dollars, were
selected by the Company for contract negotiation. All were signed by the
Company.

As mentioned previously, the Company's new DSL relationships, including its
Texolutions contract, and new DSL installation projects were among these
contracts. Also among the opportunities resulting from the marketing program was
a major new relationship with Cablevision Corporation. This opportunity, which
in both size and attractiveness had the potential to exceed all the other
opportunities combined, was chosen by the Company as its strategic customer
target for the year. Cablevision is the sixth largest cable services company in
the U.S. Cablevision is based on Long Island, close to the Company's
headquarters. Cablevision was interested in utilizing the Company's services
throughout the New York Metropolitan area, allowing the Company the advantage of
local and hands-on management in the delivery of its services. The proximity of
the services to be provided afforded the Company the opportunity to spend
considerable time working on, fine tuning and implementing many unique and
innovative approaches to delivering its services, and allowed it to develop a
service delivery infrastructure that has enabled it to provide what it believes
are the best services provided to Cablevision by any of the Company's
competitors who service this customer. Cablevision, was also unique among Cable
companies, in that it relied more heavily than most on outsourced installation
services, and as a result, considered its subcontractors more as business
partners than as providers of commodity-like services. Accordingly, Cablevision
has worked closely with the Company to help insure that the Company's services
were effective and responsive to Cablevision's needs.

The Company's services were initiated in September 2002 in support of
Cablevision in Suffolk County on Long Island. Since that time services were
extended to Nassau County, Westchester and Rockland Counties in New York; and to
Monmouth County, New Jersey in early 2003. The company has refined its
infrastructure and processes creating innovative vehicle and fuel management
controls, tools and test equipment provisioning processes, employee and
supervisory compensation and incentive programs, dispatching, billing, and
consumables provisioning activities.

Cablevision has required the Company to utilize its limited resources to be able
to fulfill its contractual obligations and meet Cablevision's stringent
requirements. The Company to-date has not been able to maximize the available
opportunity within Cablevision due to constraints in available financing for
asset purchases, vehicle deposits and leasing and receivables financing.
Cablevision is a contractually demanding customer, and significant upfront
expenses have been incurred and investments made to provide customer required
insurance coverages, supervisory and quality assurance support, technician
training and test equipment purchases. The Company is determined to make this
account a success and it has been successful to-date in coping with these
resource constraints and in providing high quality services to the customer. The
Company is currently seeking additional financing to allow it to take full
advantage of its excellent positioning with this major customer.

There is no assurance that the Company will be successful in obtaining this
financing, nor can it be assured that its services will continue to be provided
successfully, or that customer demand for its services will continue to be
strong, despite the customer's forecast of heavy workloads, at least through
2004.

The Company plans to continue its emphasis on maximizing the returns from its
relationship with Cablevision and with its DSL-provider customers and it plans
to renew its new account marketing efforts in second quarter of 2003, with
emphasis on other Cable companies, including Comcast-AT&T, and with focus on
broadening its base of customer accounts to include other DSL, Satellite and
Wireless broadband services providers.

RESULTS OF OPERATIONS
---------------------
Fiscal Year 2002 Vs Fiscal Year 2001

     The Company's revenues increased to $1,241,000 in 2002 from $433,000 in
2001, representing a 185% increase.

     Revenue  related to  entertainment  and  technology  services  increased to
1,232,000  in 2002,  from  $389,000  in 2001.  Revenue in this  segment was
$966,000  attributable  to JINI and  $263,000  attributable  to Juniper  Sport's
purchase of Tags Golf,  Inc. in July,  2002. The increase in revenue of JINI was
the result of the Company's focus of its resources on the growth of JINI and the
services provided under the Cablevision,  Comcast, Time Warner,  Texolutions and
Network Access Solutions, Inc. contracts. The Company is currently utilizing its
resources to build the technology  portion of its business,  and has not devoted
resources  toward the  promotion and  solicitation  of its film licenses for the
past several  years.  However,  the Company has, on a limited  basis,  continued
looking for outside  salesmen to help market and  merchandise the films to newly
evolving  markets as well as  existing  markets,  that are not  currently  under
license.  Certain  of the  Company's  films  that  generated  revenue  when  the
contracts  were signed are still under license and are currently  being aired by
the licensees. However, in 2002, Juniper Pictures generated $3,650 of revenue.

     There was no revenue related to the Company's Healthcare business in 2002
and 2001. The lack of revenue was predominately attributed to the Company's
overall direction of its efforts over the past three years toward establishing
the business of JINI and to secure market penetration for that business. During
the period January 2001, through December 2002, all operations of the Company,
other than JINI and Juniper Sports, were substantially inactive, and,
accordingly, recognized virtually no activity.

         The entertainment and technology segment recognized operating costs of
$980,000 in 2002, compared to $291,000 in 2001, $846,000 which was attributable
to the technology service business and 134,000 attributable to Juniper Sports.
This increase is primarily the result of the growth of JINI's business during
this last year and the successful development of the broadband connectivity
business.

         The start-up of the Cablevision and Time Warner accounts required the
expenditure of approximately $145,000 in extraordinary start-up expenses to
allow JINI to respond quickly in securing these opportunities. These
non-recurring expenses include $40,000 for interim use of rental vehicles
pending delivery of the long-term leased vehicles. These rented vehicles also
consumed approximately $10,000 more in fuel than their replacements during the
period of their use. The Company also funded $50,000 in non-recurring business
and vehicle insurance costs in meeting the up-front requirements of these
contracts. Other non-recurring early expenditures included $24,000 in special
equipment, $15,000 in facility and other lease deposits and $6,500 in interim
accommodations for technicians and supervisors.

     Operating costs increased to $980,000 in 2002 from $306,000 in 2001, a 220%
increase.

         Due to the lack of activity in the Company's healthcare business, there
were no Healthcare operating costs in 2002 and minimal expenses in 2001.

         Selling, general and administration expenses increased from $1,993,000
in 2001 to $2,461,000 in 2002, a 23% increase. This increase is largely
attributed to the purchase of TAGS Golf, Inc. by Juniper Sports, Inc., which
accounted for $264,000 or 11% of the 23% increase in the selling, general and
administrative costs.

         Of the $2,461,000 selling, general and administrative expenses for
2002, approximately $903,000 or 37% was attributed to the operation of JINI,
compared to $711,000 or 36% in 2001. The increase of $192,000 in 2002 over 2001,
is attributable to selling, general and administrative expenses of: Salary
expenses of $70,000, commission expense of $19,000, Public Relations expense of
$11,000, office expenses of $23,000, insurance expense of $24,000, bank charges
of $20,000, depreciation expenses of $17,000, bad debt expense of $18,000, and
rent expense of $8,000. The increase was offset by decreases in travel
expenses of $11,000, and consulting expenses of $68,000.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
     At December 31, 2002, the Company had a working capital deficit of
($563,000), compared to a working capital deficit of ($686,000) at December 31,
2001. The ratio of current assets to current liabilities was .61.1 at December
31, 2002, and 0.55:1 at December 31, 2001. Cash flow used for operations during
2002 was $495,000, compared to cash flow used for operations during 2001, of
$827,000. The Company's operations in 2002 were funded by the receipt of
proceeds from the sale of 1,318,300 shares of common stock for approximately
$970,303. The Company has incurred losses in the last several years and has
funded its operations primarily from the sale of securities in private
transactions.

     The Company plans to continue to attempt to expand JINI's services business
and to invest all available resources in this effort. In April 2002, after the
completion of its initial project with Comcast, the Company entered into an
agreement with Time Warner Cable - Liberty Division pursuant to which JINI
provided cable modem installation services. The Company also entered into an
agreement with Texolutions, Inc. to provide DSL installations throughout the
Northeast US for Broadband rollouts to thousands of branch office locations of
several major US Corporations. JINI was selected to perform these services based
on its competitive quality, responsiveness, and professionalism in comparisons
with other potential installation providers. JINI continued its services for
Network Access Solutions as NAS reorganized its finances under Chapter 11
protection. Liquidity was challenged in the fourth quarter as the Company
financed the start-up of the Cablevision account. In a short period of time we
invested nearly $140,000 in deposits for vehicles, insurance coverage,
equipment, working gear, and facilities and related costs. Included in these
cash outlays were significantly above normal expenditures for vehicle rental and
fuel costs while awaiting delivery of long-term leased replacements.

     On July 26, 2002, the Company, through its wholly owned subsidiary, Juniper
Sports, Inc. executed the Stock Exchange Agreement and Plan of Reorganization to
acquire 100% interest in Tags Golf, Inc. ("TAGS"), a producer of high quality
golf footwear. In the initial phase of the Agreement, the Company delivered
140,000 shares of its common stock as payment for an 80% interest in TAGS. The
acquisition agreement also required the Company to pay a total of $200,000 in
two equal installments, or, at the option of the Company, deliver 70,000 shares
of the Company's common stock, to acquire the remaining 20% of TAGS. Each
installment was to increase the Company's ownership in TAGS by 10%.

     In addition, the agreement required the Company to contribute $500,000 to
TAGS in three installments through October 30, 2002, for working capital.
Failure to make these contributions reduced the Company's ownership percentage
in TAGS. The Company has only made payments of $237,500, as of November 13,
2002. The Company received a waiver from the Seller until December 31, 2002, or
receipt of all due diligence requirements.

         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 and healthcare
services and to acquire additional films during 2003.

     During 2002, the Company did not have  sufficient  cash to pay for the cost
of its  operations or to pay its current debt  obligations.  The Company  raised
approximately $1,181,200 for working capital and for the payment of debt through
the sale of unregistered securities (convertible  debentures,  notes payable and
common stock),  and through bank  borrowings of $20,000.  Among the  obligations
that the Company  has not had  sufficient  cash to pay its payroll  obligations.
Certain  employees  have  agreed,  from time to time,  to receive the  Company's
common stock in lieu of cash. In these  instances the Company has determined the
number of shares to be issued to employees based upon the unpaid net pay and the
current market price of the stock.  Additionally,  the Company  registered these
shares  so that the  employees  can  immediately  sell  their  stock in the open
market.  A plan of payment for the past due  payroll  taxes is  currently  being
negotiated. During the first quarter of 2003, approximately $218,000 was paid to
the Internal Revenue Service for past due payroll taxes,  which are reflected in
current  liabilities  on the Balance  Sheet at December  31,  2002.  These funds
originated from the operations of JINI.

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

     The Company has created compensation incentive programs for both technical
and management personnel focused on performance and productivity. Additionally,
part of the Company's plan includes raising additional funds either through
issuance of debt or equity. From January 1, 2003 through April 7, 2003,
the Company raised approximately $175,000 from the sale of promissory notes and
$203,000, through offerings under private placements. The Company intends to
raise the necessary funds it may require for the remainder of 2003 through
public or private sales of securities. If the Company is unable to fund its cash
flow needs, it may reduce or stop planned expansion, or scale back operations.

         The Company currently does not have any lines of credit.

         The Company issued shares of its common stock from 1991 through 1997,
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. The amount of damages
incurred by Shareholders by reason of the failure to offer preemptive rights, 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 2002 and 2001, 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.

            As of December 31, 2002, the Company has $128,000 principal amount
of Notes and capitalized leases payable outstanding. The Company's notes accrue
interest at rates ranging from 9% to 24% per annum, and mature at varying dates,
through 2006.

Healthcare
----------
         Since 2000, PCI has not performed any services. This was primarily due
to the limited cash of the Company, which was used for the initiation and
expansion of the JINI business, and the acquisition of TAGS.

Entertainment and Technology Services
-------------------------------------
     During the past two quarters the Company has taken advantage of the slowed
pace of broadband installations by fine- tuning its business model and by
restructuring its direct and overhead expenses. The Company has instituted a
series of operational refinements which have significantly increased its gross
margins from both its cable and DSL implementation services. JINI has fine tuned
its staffing model for more efficient use of its field personnel. It has
adjusted its mix of fixed and variable costs to assure that its operational
expenses more closely match customer workflow demands. The Company has created
compensation incentive programs for both technical and management personnel
focused on performance and productivity.

Seasonality
-----------
       Juniper Internet Communications has found that the residential Broadband
business slows down in December and during the first quarter of the year. This
is offset by heavier demand in the June-November period. The effects of
September 11, 2001, coupled with the recessionary effects experienced in 2002,
were believed to have had a significantly greater effect on JINI than
seasonality in the current year.

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

Backlog
-------
     None

CONTROLS AND PROCEDURES

a) Evaluations of disclosure controls and procedures.

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

b) Changes in internal control.

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

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

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
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 P. Hreljanovic       55       Chairman of the Board,          1987
                                    President, CEO and
                                    acting CFO

Harold A. Horowitz         52       Director(1)                     1991

Barry S. Huston            56       Director                        2000

Yvonne T. Paultre          64       Secretary                       ---

Alan R. Andrus             59       President/JINI                  ---


(1) Resigned in March 2003.

DIRECTORS
---------

     Vlado P.  Hreljanovic has been the President,  Chief Executive  Officer and
Chairman of the Board since 1987. Upon graduation  from Fordham  University,  he
joined  KPMG  (formerly  Peat  Marwick  Mitchell  & Co.) as an  accountant.  Mr.
Hreljanovic  is and has been the  sole  shareholder,  officer  and  director  of
Entertainment Financing, Inc., which 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 was a Director of the Company from January 1991 through
March 2003. 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 Hills, Long Island. He is a member of the New York
Bar and the Federal Courts in New York, the United States Tax Court and the
Supreme Court of the United States. Mr. Huston holds a B.A. degree from Queens
College of the City University of New York in 1969, and a J.D. from Brooklyn Law
School in 1972. Mr. Huston specializes in complex civil and corporate
litigation, including healthcare and professional liability, product liability,
toxic and environmental torts, and labor law and construction litigation. He is
a member of numerous national and local law associations and was a former
director of the Sid Jacobson Jewish Community Center.

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

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

     Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that Form 5's were
required and filed for those persons, the Company believes that, during the
period from January 1, 2002 through December 31, 2002, all filing requirements
applicable to its officers, directors, and greater than ten percent beneficial
owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth information with respect to the compensation
of the Chief Executive Officer of the Company for services provided to the
Company and its subsidiaries in 2002, 2001 and 2000.

SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>

                                                                      Long Term
                                                                      Compensation
                          Annual                                      Securities
                        Compensation                    Other Annual  Underlying
Name/Principal Position    Year     Salary     Bonus    Compensation  Options(#)
-----------------------    ----    --------    -----    ------------  ----------
<S>                         <C>    <C>           <C>    <C>      <C>      <C>

Vlado Paul Hreljanovic      2002   $138,423(1)   -  (2)          (3)      -
Chairman of the Board and   2001   $  86,996(4)  -  (5) $48,153  (6)      -
Chief Executive Officer     2000   $  76,200(7)  -  (8) $60,183  (9)      -

</TABLE>

      (1) Throughout 2002, Mr. Hreljanovic received 191,664 shares as payment of
net salary of $138,423.82 from a gross salary of $153,117.30.

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

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

      (4) Throughout 2001, Mr. Hreljanovic received 248,460 shares as payment of
net salary of $80,749 from a gross salary of $86,996.

      (5) In 2001, Mr. Hreljanovic received options to purchase 131,422
shares of the Company's common stock at an exercise price of $1.10 per share as
consideration for his efforts in obtaining capital for the Company. In addition,
Mr. Hreljanovic received options to purchase 600,000 shares of the Company's
common stock at an exercise price of $1.00 per share in recognition of his
efforts to develop JINI as well as develop other business opportunities in the
healthcare industry. These options had provisions for cashless conversion and,
during 2001, the options were converted into 95,500 shares and 436,229 shares,
respectively. In addition, for his services as a member of the board of
directors, Mr. Hreljanovic received options to purchase 650,000 shares at $0.65.
At December 31, 2002, the entire 650,000 options were relinquished and returned
back to the Company by Mr. Hreljanovic.

     (6) Other compensation for Mr. Hreljanovic in 2001 was primarily comprised
of, among things, automobile lease payments and insurance of $25,583 and health
and life insurance of $22,570.

     (7) Throughout 2000, Mr. Hreljanovic received 50,145 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 for 28,293 shares at
$4.375 per share in lieu of the balance of his salary of $106,658.

     (8) In recognition of efforts exerted on behalf of the Company and its
subsidiaries, Mr. Hreljanovic received options to purchase 25,000 shares at
$4.375. These options had a provision for a cashless conversion and were
converted during 2000 into 9,784 shares.

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

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

                                                   Number of
                                                   Securities     Value of
                                                   Underlying     Unexercised
                                                   Unexercised    In-the-Money
                             Shares (1)            Options at     Options at
                             Acquired              Year-end (#)   Year-end ($)
                                On         Value   Exercisable/   Exercisable/
Name and Principal Position  Exercise    Realized  Unexercisable  Unexercisable
---------------------------  --------    --------  -------------  -------------
Vlado Paul Hreljanovic          -        $   -        130,000/0     $    0/0
Chairman of the Board and
Chief Executive Officer (2)

Barry Huston                    -        $   -         50,000/0     $    0/0
Director

(1) In 2002, Mr. Hreljanovic, Mr. Horowitz and Mr. Huston received options to
purchase 130,000, 65,000 and 50,000 shares of common stock, respectively, at the
exercise price of $0.42 per share for Mr. Hreljanovic, and $0.39 for Mr.
Horowitz and Mr. Huston, as additional compensation as a member of the Board of
Directors. At December 31, 2002, options belonging to Mr. Hreljanovic, Mr.
Horowitz, and Mr. Huston of 130,000, 65,000, and 50,000, respectively, were
unexercised.

     Employment Agreements: Mr. Hreljanovic has an Employment Agreement with the
Company which expires on April 30, 2005, and that provides for his employment as
President and Chief Executive Officer at an annual salary adjusted annually for
the CPI Index and for the reimbursement of certain expenses and insurance. Based
on the foregoing formula, Mr. Hreljanovic's salary in 2002 was scheduled to be
approximately $189,600. Additionally, the employment agreement provides that Mr.
Hreljanovic may receive shares of the Company's common stock as consideration
for raising funds for the Company. Due to a working capital deficit, the Company
is unable to pay his entire salary in cash. Mr. Hreljanovic has agreed to forego
$43,750 of his salary for 2002. Pursuant to his employment agreement and in the
best interests of the Company, in lieu of cash, Mr. Hreljanovic agreed to accept
the issuance of shares of the Company's common stock as a part of the payment
for the unpaid salary of 2002 and 2001. In 2002, the Company issued 190,550
shares of common stock valued at $137,811 as payment of Mr. Hreljanovic's net
salary. In 2001, the Company issued 248,460 shares of common stock.

     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 January 2001, the Company employed Mr. Andrus as president for its
subsidiary JINI. Although no formal employment agreement has been prepared, the
terms of employment originally included 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. In early 2002,
Mr. Andrus agreed to a temporary $50,000 reduction of his annual salary.
Additionally, the terms of his employment include that the Company provide him
with health insurance.

STOCK OPTION PLANS
------------------

         Prior to 2002, the Company adopted several stock option plans. On
August 14, 2002, the shareholders of the Company adopted the 2002 Equity
Incentive Plan, which supplements all previously adopted plans. These plans
allow the Company to grant incentive stock options, non-qualified stock options
and stock appreciation rights (collectively "options"), to employees, including
officers, and to non-employees involved in the continuing development and
success of the Company. The terms of the options and the option prices are to be
determined by the Board of Directors. The options will not have an expiration
date later than ten (five years in the case of a 10% or more stockholder).

         During 2002, the Company issued options to purchase 220,000 shares of
common stock under several of the Plans. At December 31, 2002, for all plans
prior to the 2002 Plan, all options under the Plans were granted and either
exercised or cancelled. Further, with regard to the 2001 Plan, at December 31,
2002, 220,000 options remain issued and unexercised (see Options Granted in Note
8 - Shareholders' Equity), and 177,325 remain available. No options have been
issued under the 2002 Plan.

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

     The following table sets forth, as of April 7, 2003: (i) the name and
address of each person who owns of record or who is known by the Board of
Directors to be a beneficial owner of more than five percent (5%) of the
Company's outstanding common stock, (ii) each of the Company's Directors, and
(iii) all of the Company's Executive Officers and Directors as a group.

                                    BENEFICIAL              PERCENT OF COMMON
 NAME AND ADDRESS                   OWNERSHIP               STOCK OUTSTANDING
----------------------              -------------           -----------------
Vlado P. Hreljanovic                  547,727 (1)                 8.4%
111 Great Neck Road
Suite 604
Great Neck, NY 11021

Harold A. Horowitz                       -    (2)                   -
111 Great Neck Road
Suite 604
Great Neck, NY 11021

Barry S. Huston                        50,000 (3)                 0.8%
20 Melby Lane
East Hills, NY  11576

Officers and Directors as a
 group (4 Persons)                    637,727                     9.6%

(1) Includes 130,000 shares of Common Stock issuable upon exercise of options
granted to Mr. Hreljanovic under the 2001 and 2002 Stock Option Plans. Includes
an aggregate of 39,340 shares of Common Stock owned by Mr. Hreljanovic's
children.

(2) Resigned in March 2003.

(3) Includes 50,000 shares of Common Stock issuable upon exercise of options
granted to Mr. Huston under the 2001 Stock Option Plan.

                      EQUITY COMPENSATION PLAN INFORMATION

                     Number of
                     Securities
                     Underlying       Weighted average     Number of Securities
                     Outstanding      exercise price of    remaining available
Plan Category          Options        remaining options    for future issuance
--------------        -----------     -----------------    -------------------

Equity compensation
plans approved by
security holders      220,000               $0.41              177,325



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company paid rent under a sublease during 2002 and 2001 to a company
100% owned by the President of the Company. The rents paid and terms under the
sublease are the same as those under the affiliate's lease agreement with the
landlord. Rent expense for the years ended December 31, 2002 and 2001 was
$84,500 and $80,500, respectively. Under the sublease, which terminates in 2007,
the future minimum amount payable over the term of the lease is $317,000.

     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 2002 and 2001, no payments were made to such company and no
revenue was recognized from such films.

     Throughout 2002 and 2001, 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
2002 was $57,897. The net outstanding balance with the officer at December 31,
2002 and 2001, respectively, was a balance due to him of $220,639 and $115,674,
respectively.

     As part of salary, bonuses and other compensation, the Company's President
and Chief Executive Officer, was issued 190,550 shares of common stock (See Note
8 of the Notes to Consolidated Financial Statements), valued at $137,811 in 2002
and 248,460 (pre 1 for 10 reverse stock split) shares valued at $80,749 in 2001.
In addition, in 2002, Mr. Hreljanovic received options to purchase 130,000
shares of the Company's common stock at an exercise price of $0.42 per share as
consideration for his efforts to develop JINI. These options had provisions for
cashless conversion and, were unexercised at December 31, 2002.

     Additionally, during 2001, the Company's President and Chief Executive
Officer, was issued 248,460 shares of common stock, valued at $80,749. In
addition, in 2001, Mr. Hreljanovic received options to purchase 131,422 shares
of the Company's common stock at an exercise price of $1.10 per share as
consideration for his efforts in obtaining capital for the Company. Mr.
Hreljanovic also received options to purchase 600,000 shares of the Company's
common stock at an exercise price of $1.00 per share in recognition of his
efforts to develop JINI as well as develop other business opportunities in the
healthcare industry. These options had provisions for cashless conversion and,
during 2001, the options were converted into 95,500 shares and 436,229 shares,
respectively. In addition, for his services as a member of the board of
directors, Mr. Hreljanovic received options to purchase 650,000 shares at $0.65.
At December 31, 2002, the entire 650,000 options had been relinquished and
returned by Mr. Hreljanovic.

     During 2002 and 2001, legal services were performed by a firm in which Mr.
Barry S. Huston, a member of the Company' Board of Directors, is a Partner. Such
services related to the collection and settlement of various receivables of the
Company. For their services, Mr. Huston's firm receives compensation on a
contingent basis (one third upon settlement). During 2002, no compensation was
paid. During 2001, Mr. Huston's firm received $23,000.

ITEM 13.  EXHIBITS 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)

4.3  2001 Stock Option Plan (5)

4.4  2002 Equity Incentive Plan

21.1 Subsidiaries

23.1 Consent of Independent Certified Public Accountants
     ---------------------------------------------------

(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

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

(6)  Incorporated  by reference to the Company's  Proxy Statement for its Annual
     Meeting held on August 14, 2002.

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

(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
                                                                     ----
Independent Auditor's Report........................................  F-2

Consolidated Balance Sheets as of December 31, 2002 and 2001........  F-3

Consolidated Statements of Income for the years ended
December 31, 2002 and 2001..........................................  F-4

Consolidated Statements of Cash Flows for the years ended
December 31, 2002 and 2001..........................................  F-5

Consolidated Statements of Shareholders' Equity for the years
ended December 31, 2002 and 2001....................................  F-6

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


































                                       F-1




<PAGE>



                          INDEPENDENT AUDITOR'S REPORT



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, 2002 and 2001, 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 auditing standards generally
accepted in the United States of America. 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, 2002 and 2001, and the results
of their operations and their cash flows for each of the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.

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



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





Great Neck, New York
April 11, 2003


                                       F-2


<PAGE>



                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEETS

                                                              December 31,
       ASSETS                                               2002         2001
                                                            ----         ----
Current Assets
  Cash ...........................................     $      6,889  $   12,135
  Accounts receivable - trade (net of allowance)..          194,382      96,435
  Prepaid expenses and other current assets.......          668,031     301,187
                                                        -----------  ----------
    Total current assets ..  .....................          869,302     409,757
  Film licenses ..................................        2,328,659   2,446,187
  Property and equipment net of accumulated
    depreciation of $345,483 and $230,362,
    respectively .................................          445.876     341,432
  Other investment................................          366,115     200,000
  Goodwill .......................................          209,106     209,106
  Other assets ...................................            3,032       9,108
                                                        -----------  ----------
                                                       $  4,222,090 $ 3,615,590
                                                       ============ ===========
       LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued expenses..........      $  1,011,562 $   799,051
  Notes payable - current .......................           193,021     174,100
  Due to officer ................................           220,639     115,674
  Due to shareholders............................             7,000       7,000
                                                        -----------  ----------
Total current liabilities........................         1,432,222   1,095,825
Notes payable - long term .......................           188,559      19,220
Due to producers - long term.....................               911         911
                                                        -----------  ----------

  Total liabilities .............................         1,621,692   1,115,956
                                                        -----------  ----------
Shareholders' Equity
 12% Non-voting convertible redeemable preferred
  stock: $.10 par value, 875,000 shares authorized,
  26,857 and 28,057 shares issued and outstanding
  at December 31, 2002 and December 31, 2001,
  respectively: aggregate liquidation preference,
  $53,714 and $56,114 at December 31, 2002, and
  December 31, 2001, respectively ...............             2,686       2,806
 Common Stock - $.001 par value, 75,000,000 shares
  authorized,4,588,328 and 702,193 issued and
  outstanding at December 31, 2002 and December
  31, 2001, respectively .........................            4,588         702
 Capital contributions in excess of par:
  Attributed to preferred stock ...................          23,943      25,013
  Attributed to common stock ......................      17,676,042  15,013,187
  Retained earnings (deficit)......................     (15,003,683)(12,505,592)
  Preferred stock dividend payable.................           1,822      68,518
                                                      ------------- -----------
                                                          2,705,398   2,604,634
   Less: Note for subscription receivable...........       (105,000)   (105,000)
Total shareholders' equity ........................       2,600,398   2,499,634
                                                      ------------- -----------
                                                      $   4,222,090 $ 3,615,590
                                                      ============= ===========


                 See Notes to Consolidated Financial Statements

                                       F-3


<PAGE>



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





                             Year Ended December 31,
                                                     2002             2001
                                                     ----             ----
Revenues:
  Entertainment and Technology Services.......  $ 1,232,498       $   388,542
  Healthcare .................................         -               44,232
                                                -----------       -----------
                                                  1,232,498           432,774
                                                -----------       -----------
Operating Costs:
  Entertainment and Technology Services.......      897,500           290,906
  Healthcare .................................            0            15,474
Selling, general and administrative expenses..    2,460,637         1,993,296
Revaluation of film licenses .................      113,878           151,199
Revaluation of investment in NCI .............         -              133,213
Settlement expenses...........................        6,706            72,975
Preferred stock dividend......................        6,084            68,518
Interest expense..............................       29,669              -
Loss on Tags..................................      251,115              -
                                               ------------       -----------
                                                  3,765,589         2,725,581
                                               ------------       -----------

  Net (loss) before other income.............. $ (2,533,091)     $ (2,292,807)
  Gain on sale of inactive subsidiary..........      35,000              -

  Net (loss)...................................   (2,498,091)            -
                                               ============       ===========

  Weighted average number of shares outstanding   1,688,534         3,372,500
                                               ============       ===========

    Basic and diluted net (loss) per common
    share.................................... $      (1.48)     $       (0.68)
                                              ============      =============












                 See Notes to Consolidated Financial Statements


                                       F-4


<PAGE>






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


                             Year Ended December 31
                                                      2002             2001
                                                      ----             ----
Operating Activities:
Net income (loss)                                 $(2,498,091)     $(2,292,807)
Adjustments to reconcile net cash provided by
  operating activities:
  Amortization of film licenses.................        3,650         -
  Settlement expense............................         -              72,975
  Depreciation and amortization expense.........      119,333           94,199
  Payment of officers' compensation with equity       137,811          143,146
  Payment of various liabilities with equity....      879,021          430,377
  Payment of employees' compensation with equity      202,320          128,869
  Revaluation of film licenses .................      113,878          151,199
  Write-off of investment in Tags...............      166,115             -
  Loss on sale of minority interest in Tags.....       85,000             -
  Loss on disposition of assets.................        9,243             -
  Revaluation of investment in NCI .............         -             133,213
  Changes in other operating assets and liabilities      -              27,218
  Preferred Stock dividend declared                      -              68,518
Changes in assets and liabilities:
  Accounts receivable...........................      (97,947)          94,848
  Prepaid and other current assets..............       59,033           19,953
  Other assets .................................        3,591          (10,529)
  Due to/from officers and shareholders ........      104,965           56,663
  Due from affiliates...........................        2,485             -
  Dividend payable...............................       1,822             -
  Accounts payable and accrued expenses ........      212,511           54,960
                                                  -----------       ----------
  Net cash used for operating activities........     (495,260)        (827,198)
                                                  -----------
Investing activities:
  Purchase of equipment.........................      (77,290)        (117,260)
                                                  -----------       ----------
  Net cash used for investing activities........      (77,290)        (117,260)
                                                  -----------       ----------
Financing activities:
  Investment in Tags............................     (222,230)            -
  Proceeds from sale of minority interest in Tags      25,000             -
  Reduction in borrowings ......................      (69,769)        (93,111)
  Proceeds from borrowings .....................      134,000        1,048,755
  Proceeds from private placements..............      700,303             -
  Initial capitalization of JINI................        -                 -
                                                  -----------       ----------
  Net cash provided by financing activities.....      567,304          955,644
                                                  -----------       ----------
  Net increase in cash .........................       (5,246)          11,186
  Cash at beginning of period ..................       12,135              949
                                                  -----------       ----------
  Cash at end of period ........................ $      6,889     $     12,135
                                                 ============     ============
                 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)
                                    --------- ---------    ---------   -----------    ---------
<S>                                 <C>        <C>         <C>         <C>          <C>

Balance, December 31, 2000          $3,482     $31,039     $  139      $12,884,535  $(10,212,785)

Shares issued as payment for:
  Various expenses..........           -          -           178          796,570          -
  Compensation to officers..           -          -            79          143,067          -
  Compensation to employees.           -          -            33          128,836          -

Exercise of stock options...           -          -            29              (29)         -

Private placements and
  conversion of Debentures..           -          -           239        1,053,511          -

Preferred stock exchanged for
   common stock.............          (676)     (6,026)         5            6,697          -

Net (loss) for the year ended
   December 31, 2001........           -           -          -               -       (2,292,807)
                                  --------      ------     ------      -----------  ------------
Balance, December 31, 2001          $2,806     $25,013     $  702      $15,013,187  $(12,505,592)
                                  ========     =======     ======      ===========  ============

Shares issued as payment for:
  Various expenses..........           -          -           914          687,743          -

Compensation to officers....           -          -           471          137,340          -

Compensation to employees...           -          -           195          202,125          -

Various liabilities.........           -          -           979          596,963          -

Private placements                     -          -         1,318          968,985          -

Preferred stock exchanged for
   common stock.............          (120)     (1,070)         1            1,189          -

Payment of preferred stock
   Dividends...............            -          -             8           68,510          -
Net (loss) for the year ended
   December 31, 2002........           -          -           -               -       (2,498,091)
                                  --------      ------     ------      -----------  ------------
Balance, December 31, 2002          $2,686     $23,943     $4,588      $17,676,042  $(15,003,683)
                                  ========     =======     ======      ===========  ============


</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 segments: 1) entertainment and technology services and 2) healthcare.

(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.

(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.

     Since 2001, the Company curtailed its efforts in the distribution of film
licenses and its healthcare business to commit and focus its resources on the
growth of the Internet technology business, which during that time, the Company
believes was the most efficient and cost effective strategy for the Company to
maximize revenue. Accordingly, during 2002, Juniper Pictures, Inc. recognized a
small amount of revenue. It recognized no revenue in 2001. No services were
performed by the healthcare subsidiaries in 2002 and 2001.

Entertainment and Technology Services:

         a) Broadband Technology Services

Juniper Internet Communications, Inc. ("JINI"): The Company's technology segment
is conducted through Juniper Internet  Communications,  Inc., JINI's emphasis on
technology and the Internet focuses particular attention to services for leading
Internet  broadband  service  providers;  specifically  cable  and  DSL  service
companies.

JINI's business focus is on installing and supporting broadband Internet
connections in homes and businesses under contracts with cable companies, DSL
providers, wireless and satellite Broadband providers and Broadband product
vendors. JINI also provides post-installation network integration and network
security services for businesses.

JINI instituted its broadband services in Philadelphia and New York in May 2001
and has since extended its services throughout the Northeastern United States in
support of leading cable and DSL providers.

In the second quarter of 2002, JINI began services in the Hudson Valley region
of New York State supporting Time Warner Cable. In the third quarter of 2002
JINI was awarded a contract to support Cablevision Systems Inc. in Suffolk
County New York, and followed this in fourth quarter with expansion into Nassau
County, New York. In First Quarter 2003, JINI initiated services in Westchester
and Rockland Counties in New York, and in Monmouth County New Jersey, for
Cablevision. Subject to its ability to finance these new services, JINI
currently has opportunities to provide scores of additional technicians to
install new digital services and broadband Internet connections.


                                       F-7
<PAGE>

Juniper Internet Communications, the Company's Broadband Installations business,
continues to expand its integration and support of broadband connectivity in
residential and business environments under local, regional and nationwide
contracts with Cable companies, DSL and Wireless network service providers. JINI
also provides post-installation network integration and network security
services for business broadband users.

JINI's growth was impacted in the first half of the year by the recession and
the slowdown in the telecommunications industry but increased in the third and
fourth quarters of 2001. Cable, Satellite and Wireless services and
opportunities continue to be strong, but DSL activity continues to see the
effects of the weak economy and the weakness in the telecommunications industry.
JINI began a coordinated Internet marketing, telemarketing and direct mail
campaign in late spring and generated over 10 million of qualified new business
opportunities. These potential opportunities were screened to identify those
least likely to be impacted by the weakened economy, and most likely to benefit
quickly from an economic recovery.

This selection process resulted in the establishment of a major new contract
with Cablevision Systems Inc., to provide JINI's services to Cablevision
subscribers throughout the New York Metropolitan area, including New York City,
and nearby Long Island, New Jersey and Connecticut counties.

JINI began ramping up its support for Cablevision in Suffolk County NY, in
September 2002. JINI has since added additional support for Cablevision in
Nassau, Westchester and Rockland Counties, and in Monmouth County New Jersey.

The quality of JINI's performance in support of Cablevision has been strong as
measured by the company's operational measurements. JINI expects that
Cablevision will request JINI to add a significant number of additional
technicians in support of Cablevision's New York Metropolitan area Digital Cable
and Broadband Internet installations in the spring of 2003.

Juniper Group recently completed a vehicle purchasing agreement with Ford Motor
Credit, allowing JINI to expand its fleet of technician vehicles supporting
Cablevision. JINI's ability to maximize its revenue from this Cablevision
opportunity, may be limited by a number of factors, including its ability to
finance the vehicles, tools and test equipment, and to recruit the number of
experienced technicians required to provide the high quality of installation
services expected by Cablevision, and to exploit the high demand for its
services from Cablevision.

To maximize capital availability for new services the company continues to
evaluate the services to other customers based on their margin contributions and
their accounts receivables payment practices. The company wrote off a portion of
its accounts receivables that were outstanding in third quarter of 2001 when
Network Access Solutions entered Chapter 11 protection. The company continues to
reserve outstanding receivables which might be affected by corporate changes
among its customers. In addition to reserves for NAS, the company also reserved
funds for certain receivables from Time Warner and Texolutions. The company will
continue to evaluate continuation and growth of its key accounts including
Cablevision, Time Warner, and Texolutions, Ratner and others on the basis of
these criteria.


                                      F-8

<PAGE>

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



NOTE 1 - Summary of Significant Accounting Policies (Continued)

 Entertainment and Technology Services (Continued):

 b) Entertainment

     Juniper   Pictures,   Inc.   ("Pictures")   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.  Juniper  Pictures,  Inc.  recognized a small
amount of revenue in 2002, and no revenue in 2001.

Healthcare

     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 hospitals, and
Write-off Review, appeals of any third party rejections, denials of accounts,
including commercial insurance, managed care, Medicare, Medicaid, Champus, etc.
PCI has not performed any services in 2002 and 2001.

Principles of Consolidation

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

  Use of Estimates in the Preparation of Financial Statements

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













                                        F-9



<PAGE>



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


NOTE 1 - Summary of Significant Accounting Policies (Continued)

Financial Instruments

         The estimated fair values of accounts receivable, accounts payable and
accrued expenses approximate their carrying values because of the short maturity
of these instruments. The Company's debt (i.e. Due to Producers, Notes Payable
and other obligations) does not have a ready market. These debt instruments are
shown on a discounted basis (see Notes 7 and 8) using market rates applicable at
the effective date. If such debt were discounted based on current rates, the
fair value of this debt would not be materially different than their carrying
value.

  Concentration of Credit Risk

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

     Concentration of credit risk with respect to the entertainment and
technology services segment are primarily subject to the financial condition of
the segment's five largest customers, Cablevision, Time Warner, NAS, Comcast and
Texolutions.

  Film Licenses

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

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


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



                                      F-10


<PAGE>



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


NOTE 1 - Summary of Significant Accounting Policies (Continued)

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. 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 acquired in
a purchase business combination is included in impairment evaluations when
events or circumstances exist that indicate the carrying amount of those assets
may not be recoverable.

  Statement of Financial Accounting Standards No. 142

     Intangible  assets at  December  31,  2002  consist  of  goodwill  and film
licenses.  In July 2001, the financial  Accounting Standards Board (FASB) issued
Statement of Financial  Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible Assets".

     Under SFAS No. 142, goodwill and intangible assets with indefinite lives
are no longer amortized but are reviewed annually, or more frequently if
impairment indicators arise, for impairment. Furthermore, under SFAS No. 142,
separable intangible assets that are not deemed to have an indefinite life will
be amortized over their useful lives. The Company adopted SFAS No. 142 effective
January 1, 2002. Upon adoption, the Company ceased the amortization of goodwill.
The fair value of the subsidiaries for which the Company has recorded goodwill
is tested for impairment after the third quarter. Pursuant to the valuation, and
in management's judgment, the carrying amount of goodwill reflects the amount
the Company would reasonably expect to pay an unrelated party.

  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.






                                      F-11


<PAGE>



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


NOTE 1 - Summary of Significant Accounting Policies (Continued)

  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 and
include salary or fees and travel expenses of the individuals performing the
services, and sales commissions.

  Recapitalization

     On August 16, 2002, 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.

  Net Income Per Common Share

     The provisions of SFAS No. 128 "Earnings per Share," which require the
presentation of both net income per common share and net income per common
share-assuming dilution preclude the inclusion of any potential common shares in
the computation of any diluted per-share amounts when a loss from continuing
operations exists. Accordingly, for both 2002 and 2001, net income per common
share and net income per common share-assuming dilution are equal.

  Reclassifications

     Certain amounts in the 2001 financial statements were reclassified to
conform to the 2002 presentation.

NOTE 2 - Accounts Receivable

     The Company estimates an allowance for doubtful accounts which amounted to
approximately $752,000 and $660,000 at December 31, 2002 and 2001, respectively.

NOTE 3 - Property and Equipment

         Depreciation expense for the year ending December 31, 2002 was
$119,333. At December 31, 2002, property and equipment consisted of the
following:




                                      F-12


<PAGE>



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


NOTE 3 - Property and Equipment (Continued)

Equipment                                   $   463,106
Vehicles                                        197,731
Website                                          73,625
Leasehold improvements                           29,959
Furniture and fixtures                           26,938
                                            -----------

Total property and equipment                    791,359
Accumulated depreciation                       (345,483)
                                            -----------
Property and equipment, net                 $   445,876
                                            ===========

NOTE 4 - Accounts Payable and Accrued Expenses

     At December 31, 2002 and 2001, respectively, the significant components of
accounts payable and accrued expenses were:

                                              2002     2001
                                            -------- --------
                  Payroll taxes             $393,000 $200,000
                  Accrued payroll             83,000   93,000
                  Regulatory fees             62,000   26,000
                  Legal fees                  58,000  201,000
                  Consulting fees              4,000   57,000
                                            -------- --------
                                            $600,000 $577,000

Other accruals relate to selling, general and administrative expenses incurred
in the normal course of business (see Note 20 - Subsequent Events regarding
payroll taxes).

NOTE 5 - Film Licenses
     At December 31, 2002 and 2001, film licenses amounted to $2,328,659 and
$2,446,187, respectively. These reflect the lower of the Company's original
acquisition price less accumulated amortization for the distribution rights to
77 film licenses or fair market value. Such accumulated amortization amounted to
$375,481 and $371,831 at December 31, 2002 and 2001, respectively.

     The Company has directed predominantly all its time and efforts toward
building JINI's 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 re-establishing 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,
2002, approximately 31% of the unamortized film licenses will be amortized
during the three years ending December 31, 2005. Management expects that greater
than 65% of the film licenses applicable to related television and films will be
amortized by 2007.
                                      F-13


<PAGE>



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


NOTE 5 - Film Licenses (Continued)

     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 $114,000 and $151,000 in 2002 and 2001, respectively.

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

NOTE 6 - Notes Payable

     The composition of Notes Payable at December 31, 2002 and 2001, was as
follows:

                                                     2002           2001
                                                   --------       --------

Capitalized vehicle leases, payable in monthly
 installments, bearing interest at varying rates
 from 9% to 24%, maturing in 2004 thru 2006        $127,725        $  -

Demand notes payable within one year,
 Non-interest bearing                                33,855           -

Commercial loan payable in monthly
 installments, bearing interest of 12%
 Maturing in March 2004                              20,000           -

Demand note payable March 2003, bearing
 Interest of 15%                                    100,000           -

18% Convertible Secured Promissory Note
  maturing in June 2002 - currently due             100,000         100,000

Advances and Demand Notes bearing interest at
  varying rates of up to 2% per month                 -            $ 32,706

Settlement agreements and arbitration awards,
  Payable in equal monthly installments of
  $8,659, maturing in June 2002 (See Note 10)         -              60,614
                                                   --------        --------
                                                    381,580         193,320
                                                   --------        --------
Less current portion .........................      193,021         174,100
                                                   --------        --------
Long term portion ............................     $188,559        $ 19,220
                                                   ========        ========


                                      F-14


<PAGE>



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


NOTE 7 - Producers' Minimum Guarantees and Participations

     Obligations incurred in connection with the acquisition of film licenses,
including minimum guarantees and producer's participations were $911, at both
December 31, 2002 and 2001. The balance at December 31, 2002 is payable through
2004.

NOTE 8 - Shareholders' Equity

     All shares and share prices have been adjusted for the one for ten reverse
stock split effective August 16, 2002.

         Throughout 2002 and 2001, 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 $970,303 and $1,053,750 for 1,318,300 and
2,392,000 shares of common stock in 2002 and 2001, respectively.

     In September 2001, the Company issued 150,000 shares of its common stock in
exchange for a short-term promissory note maturing in October 2001. The
subscriber to the shares defaulted upon the maturity of the note. The Company
has pursued collection and has obtained a judgment in New York. Further, the
Company has filed the judgment in New Jersey, the state in which the subscriber
resides. The Company plans to vigorously pursue collection and believes it will
prevail in this matter.

     In 2002 and 2001, the Company issued 660,240 and 1,125,010 (pre 1 for 10
reverse stock split) shares to employees as compensation, valued at $340,131 and
$272,015, respectively.

     In connection with payables for operating activities, the Company issued
914,450 and 1,776,000 shares (pre 1 for 10 reverse stock split), valued at
$688,657 and $796,748 in 2002 and 2001, respectively.

     All shares issued in 2002 and 2001 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 2002 and 2001 has been computed by dividing
net (loss), after preferred stock dividend requirements of $6,444 and $6,672 in
2002 and 2001, respectively, by the weighted average number of common shares
outstanding throughout the year of 1,688,534 and 3,372,500 (pre 1 for 10 reverse
stock split), respectively.

  Stock-Based Compensation

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


                                      F-15


<PAGE>



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


NOTE 8 - Shareholders' Equity (Continued)

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

Options Granted

As of December 31, 2002, options outstanding and exercisable had a range of
exercise prices from $0.39 to $0.42. Such options had a weighted average
exercise price of $0.41, and a weighted average remaining contractual life of 5
years.

A summary of option transactions for the two years ended December 31, 2002,
follows (2001 amounts have been restated for the 1 for 10 reverse stock split):

                                                             Weighted average
                                                     Options  option price

------------------------------------------------------------------------------
Outstanding at December 31, 2000                        -     $   -
         Granted                                     184,642    8.74
         Exercised                                    99,142   10.74
         Returned                                     85,500    6.50
------------------------------------------------------------------------------
Outstanding at December 31, 2001                        -         -
------------------------------------------------------------------------------
         Granted                                     220,000    0.41
         Exercised                                      -         -
------------------------------------------------------------------------------
Outstanding at December 31, 2002                     220,000    0.41
------------------------------------------------------------------------------


Convertible Preferred Stock

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

     At December 31, 2002, 26,857 shares of the Preferred Stock were
outstanding. During 2002 and 2001, 1,200 and 6,760 shares of the Preferred
Stock, respectively, were converted to common shares.




                                      F-16


<PAGE>



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


NOTE 8 - Shareholders' Equity (Continued)

Convertible Preferred Stock (Continued)

     On October 26, 2001, the Board of Directors authorized the issuance of
shares of the Company's common stock valued at an amount sufficient to pay the
accrued preferred stock dividends including those accrued for the month of
December 2001. The dividends valued at $68,518 were paid to holders of record as
of January 28, 2002, upon the issuance of 76,986 (pre 1 for 10 reverse stock
split) shares of the Company's common stock. Payment due on March 1, 2002, June
1, 2002, September 1, 2002, in the amounts of $1,062.80, $1,521.42, and
$1521.42, respectively, was paid in 2002; and December 1, 2002 in the amount of
$1,521.42 was paid in January 2003. On January 14, 2003, the Board of Directors
authorized the issuance of shares of the Company's common stock or cash, which
shall be at the discretion of the Chief Executive Officer in order to pay the
accrued preferred stock dividend. Dividends will accumulate until such time as
earned surplus is available to pay a cash dividend or until a post effective
amendment to the Company's registration statement covering a certain number of
common shares reserved for the payment of Preferred Stock dividends is filed and
declared effective, or if such number of common shares are insufficient to pay
cumulative dividends, then until additional common shares are registered with
the Securities and Exchange Commission (SEC).

 Warrants

     On 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 shares of the Company's common stock. As a result
of the Company's two reverse stock splits since these warrants were issued, the
number of shares available upon exercise and the price per share changed to the
point where the Company believes the warrants will never become exercised. The
term of the warrants is five years and expires on October 14, 2004. At December
31, 2002, none of the warrants were exercised.

 Convertible Debt

         During 2001, the Company sold $332,000 of convertible debentures.
During 2001, $232,000 of debentures were converted into shares of the Company's
Common Stock.


NOTE 9 - Related Parties

     The Company paid rent under one sub-lease during 2002 and 2001 to a company
affiliated with the Chief Executive Officer. The lease agreement expires in May
2007. The rent paid and terms under the subleases were substantially the same as
that of the affiliate's lease agreements with the landlord. Rent expense for the
years ended December 31, 2002 and 2001 was approximately $84,500 and $80,500,
respectively.



                                      F-17


<PAGE>



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


NOTE 9 - Related Parties (Continued)

     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 2002 and 2001, 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 2002 and 2001.

     Throughout 2002 and 2001, 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
2002 was $220,639. The net outstanding balance due to the officer at December
31, 2002 and 2001, respectively, was $220,639 and $115,674.

     As part of salary, bonuses and other compensation, the Company's President
and Chief Executive Officer, was issued 649,683 and 248,460 (pre 1 for 10
reverse stock split) common stock (See Notes 8 and 10), valued at $137,811 and
$80,749 in 2002 and 2001, respectively.

         Additionally, during 2002 and 2001, respectively, the Company's
President received options for 130,000 shares at a price of $0.42, and 1,381,422
shares at prices ranging from $0.65 and $1.10 per share (pre 1 for 10 reverse
stock split). However, during 2001, the President relinquished and returned
650,000 options which had an exercise price of $0.65 per share (pre 1 for 10
reverse stock split). At December 31, 2001, the remaining options of 731,422 had
been exercised.

         The Company issued options to other non-employee directors in 2002 and
2001 for 115,000 and 380,000 shares(pre 1 for 10 reverse stock split),
respectively. The non-employee directors relinquished and returned 150,000
shares on July 19, 2002. The balance of 230,000 options were exercised as of
December 31, 2001.

         The Company also issued options to an Officer of the Company during
2002 and 2001 for 40,000 and 85,000 shares, respectively. However, during 2001,
the Officer relinquished and tendered 55,000 options back to the Company and the
balance of 30,000 options were exercised. As of December 31, 2002, 40,000
options remain unexercised.





                                      F-18


<PAGE>



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



NOTE 9 - Related Parties (Continued)

     During 2002 and 2001,  legal services were performed by a firm in which Mr.
Barry S. Huston, a member of the Company' Board of Directors, is a partner. Such
services related to the collection and settlement of various  receivables of the
Company.  During 2002, no payment was made to Mr. Huston or his firm.  For their
services,  Mr.  Huston's  firm  receives  compensation  on  a  contingent  basis
(one-third upon settlement). During 2001, Mr. Huston's firm received $23,000.

NOTE 10 - Commitments and Contingencies

 Leases

     The Company leases its New York office facility under a sublease (see Note
9). As of December 31, 2002, payments are as follows:


                           2003             $ 62,167
                           2004             $ 64,584
                           2005             $ 67,001
                           2006             $ 69,419
                           2007             $ 30,234
                                            -----------
                                            $293,405

During the year the Company entered into several operating leases for trucks.
For the year ended December 31, 2002, the auto lease expense amounted to
$10,705. The minimum future lease payments for such leases are as follows:

                           Year ending December 31,
                                    2003                      $ 60,164
                                    2004                        40,690
                                    2005                        32,283
                                                              --------
                                                              $133,137
                                                              ========
 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.










                                      F-19


<PAGE>



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


NOTE 10 - Commitments and Contingencies (Continued)


     Due to a working capital deficit, the Company is unable to pay his entire
salary in cash. Mr. Hreljanovic has agreed to forego $43,750 of his salary for
2002. Pursuant to his employment agreement and in the best interests of the
Company, in lieu of cash, Mr. Hreljanovic agreed to accept the issuance of
shares of the Company's common stock as a part of the payment for the unpaid
salary of 2002 and 2001. In 2002, the Company issued 190,550 shares of common
stock valued at $137,811 as payment of Mr. Hreljanovic's net salary.

     Additionally, the Company issued to Mr. Hreljanovic options to purchase
130,000 shares of the Company's common stock at an exercise price of $0.42 per
share as compensation for his efforts on behalf of the Company (see Note 8).
These options were unexercised and remain outstanding at December 31, 2002.

     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.

     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. In an effort to
reduce expenses during mid-2002, the new president of JINI agreed to reduce his
salary to $150,000. During the term of his employment no options have been
issued to him.

Preemptive Rights

     Prior to 1997, 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 rights, 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.

                                      F-20


<PAGE>



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

NOTE 10 - Commitments and Contingencies (Continued)

Litigation

     In April 1999, the Company settled a legal action against it 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, the Company issued 93,320 shares of common
stock ( pre 1 for 10 reverse stock split) for the benefit of the Plaintiffs.
Payments made during 2000 were less than those required by the settlement
agreement. Accordingly, during 2001 the Company renegotiated the payment
schedule to settle the outstanding balance of $120,000. These payments were
completed in 2002. (See Note 6.)

Going Concern

     As shown in the accompanying financial statements, the Company's Revenue
increased to $1,232,000 in 2002, from $433,000 in 2001; Net loss was $2,498,000
in 2002, and $2,293,000 in 2001; Working capital was negative $463,000 at
December 31, 2002 and negative $686,000 at December 31, 2001.

     During 2002, the Company did not have sufficient cash to pay for the cost
of its operations or to pay its current debt obligations. The Company raised
approximately $700,000 for working capital and issued common stock to pay for
approximately $1,695,000 of debt and operating expenses through the sale of
unregistered securities (convertible debentures, notes payable and common
stock). Among the obligations that the Company has not had sufficient cash to
pay is its payroll obligations. Certain employees have agreed, from time to
time, to receive the Company's common stock in lieu of cash. In these instances
the Company has determined the number of shares to be issued to employees based
upon the unpaid net pay and the current market price of the stock. Additionally,
the Company registered these shares so that the employees can immediately sell
their stock in the open market. A plan of payment for the past due payroll taxes
is currently being negotiated.

     The fact that the Company continued to sustain losses in 2002, has negative
working capital at December 31, 2002 and still requires additional sources of
outside cash to sustain operations, continues to create uncertainty about the
Company's ability to continue as a going concern.

     The Company has developed a plan to reduce its liabilities and improve cash
flow through expanding operations and raising additional funds either through
issuance of debt or equity. The ability of the Company to continue as a going
concern is dependent upon the Company's ability to raise additional funds either
through the issuance of debt or the sale of additional common stock and the
success of Management's plan to expand operations. The Company anticipates that
it will be able to raise the necessary funds it may require for the remainder of
2003 through public or private sales of securities. If the Company is unable to
fund its cash flow needs, the Company may have to reduce or stop planned
expansion, or possibly scale back operations. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.



                                      F-21


<PAGE>



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




NOTE 11 - Incentive Compensation Plans

         Prior to 2002, the Company adopted several stock option plans. On
August 14, 2002, the shareholders of the Company adopted the 2002 Equity
Incentive Plan, which supplements all previously adopted plans. These plans
allow the Company to grant incentive stock options, non-qualified stock options
and stock appreciation rights (collectively "options"), to employees, including
officers, and to non-employees involved in the continuing development and
success of the Company. The terms of the options and the option prices are to be
determined by the Board of Directors. The options will not have an expiration
date later than ten (five years in the case of a 10% or more stockholder).

         During 2002, the Company issued options to purchase 220,000 shares of
common stock under several of the Plans. At December 31, 2002, for all plans
prior to the 2001 Plan, all options under the Plans were granted and either
exercised or cancelled. Further, with regard to the 2001 Plan, at December 31,
2002, 220,000 options remain issued and unexercised (see Options Granted in Note
8 - Shareholders' Equity), and 175,325 remain available. No options have been
issued under the 2002 Plan.


Statement of Financial Accounting Standards No. 123

     The Company has stock-based compensation plans, as described above. The
Company applies APB Opinion 25, Accounting for Stock Issued to Employees, and
related Interpretations in accounting for its plan. Accordingly, no compensation
cost has been recognized for its fixed stock option plan or for options issued
to non-employees for services performed. Had compensation for the Company's
stock options been recognized based on the fair value on the grant date under
the methodology prescribed by FAS 123, the Company's income from continuing
operations and earnings per share for the two years ended December 31, would
have been impacted as shown in the following table;



                                       December 31, 2002   December 31, 2001
                                       -----------------   -----------------

Net Income

         As reported                         (2,498,092)          (2,292,807)

         Pro Forma                           (2,565,846)          (3,558,011)

Basic and diluted earnings per share

         As reported                              (1.48)               (6.82)

         Pro Forma                                (1.32)              (10.28)


                                      F-22


<PAGE>



                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 12 - Income Taxes

     For the years ended December 31, 2002 and 2001, 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, 2002, the Company has net
operating loss carryforwards of approximately $12,520,000. 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
                         2018              956,000
                         2019            1,257,000
                         2020            1,643,000
                         2021            1,787,000
                         2022            2,148,000
                                       -----------
                                       $12,520,000
                                       ===========

     In accordance with SFAS No. 109 "Accounting for Income Taxes", the Company
recognized deferred tax assets of $5,130,000 at December 31, 2002. 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 $5,130,000. Deferred tax assets at December 31,
2002 primarily reflect the tax effect of net operating loss carryforwards.

NOTE 13 - Prepaid expenses and other current assets

At December 31, 2002, prepaid expenses and other current assets consisted of
significant items such as: advances to producers of $79,000; prepaid legal
expenses of $138,000; prepaid consulting expenses of $163,000; and down payments
on asset acquisitions of $80,000.

At December 31, 2001, prepaid expenses and other current assets consisted of
significant items such as: advances to producers of $79,000; prepaid salaries
and payroll taxes of $86,000; and down payments on asset acquisitions of
$12,000.

Some of the prepaid expenses and other assets at December 31, 2002 and 2001 were
established without the use of cash through the issuance of common stock. (see
Note 17.)





                                      F-23


<PAGE>



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

NOTE 14 -  Investments

TAGS Golf, Inc.

     On July 26, 2002, the Company, through its wholly owned subsidiary, Juniper
Sports, Inc., executed the Stock Exchange Agreement and Plan of Reorganization
to acquire 100% interest in Tags Golf, Inc. ("TAGS"). In the initial phase of
the Agreement, The Company delivered 140,000 shares of its common stock as
payment for an 80% interest in TAGS. As part of the acquisition of the 80%
interest, the Company was required to provide TAGS with $500,000 in working
capital. The acquisition agreement also required the Company to pay a total of
$200,000 in two equal installments, or, at the option of the Company, to deliver
70,000 shares of the Company's common stock to acquire the remaining 20% of
TAGS. Each installment, if made, would increase the Company's ownership in TAGS
by 10%.

         Shortly after the initial acquisition of the 80% interest in TAGS, the
Company was unable to complete the funding of working capital as required by the
agreements. Accordingly, the Company's interest was reduced to 40% as provided
by the Stock Exchange Agreement. Further, based upon the evaluation of the
potential of TAGS and the Company's minority holdings, the Company sold 25% of
TAGS, leaving ownership of a 15% interest.

         The sale of 25% of the 40% of TAGS owned by the Company, was completed
for $75,000 with a $25,000 down-payment and a promissory note for $50,000.
Throughout the period July 26, 2002 to December 31, 2002, the Company advanced
$364,773 to TAGS for working capital.

         As a result of the sale, the Company recognized a loss of $85,000.
Additionally, at December 31, 2002, the Company recorded an allowance to reflect
the balance of the Company's investment at fair market value. The allowance,
combined with the loss from the sale was $251,115, which is reflected on the
Statement of Income.

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 the acquisition, the Company purchased 1.8% of
NetDive for $200,000. Subsequently, the arrangement with the investment banker
was discontinued and the agreement to acquire the balance of the Company's
investment was terminated.




                                      F-24

<PAGE>



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



NOTE 15- Business Segment Information

     The operations of the Company are divided into two business segments:
entertainment and technology services - consisting of 1) a provider of
technology services in the area of communications, Internet services, DSL and
other web development and the acquisition and distribution of rights to films,
and 2) healthcare - consisting of managed care revenue enhancement and
healthcare cost containment services.

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

                                                   2002         2001
                                                ---------   ----------
Revenue:
      Entertainment and technology services ... $1,232,498  $  388,542
      Healthcare ..............................       -         44,232
                                                ---------   ----------
                                                $1,232,498  $  432,774

Operating Income (Loss):
      Entertainment and technology ........   $    334,998 $  (746,896)
      Healthcare ..........................          -        (280,625)
      Corporate ...........................          -      (1,265,285)
                                              ------------ -----------
                                              $    334,998 $(2,292,807)
                                              ============ ===========
Identifiable Assets:
     Entertainment and technology services.  $   3,379,682 $ 2,936,276
     Healthcare ...........................        129,213     245,850
     Corporate ............................        890,821     611,090
Total assets for reportable segment .......      4,399,718   3,793,216
Elimination of intersegment investments....       (177,626)   (177,626)
                                               ----------- -----------
Total consolidated assets..................  $   4,222,090 $ 3,615,590
                                             ============= ===========
Depreciation:
     Entertainment and technology services.  $      51,207 $    23,291
     Healthcare ...........................         36,065      37,835
     Corporate ............................         32,061      23,050
                                             ------------- -----------
                                             $     119,333 $    84,176
                                             ============= ===========
Capital Expenditures:
     Entertainment and technology services.  $     206,376 $    91,286
     Healthcare ...........................          -            -
     Corporate ............................         26,781      66,423
                                             ------------- -----------
                                             $     233,157 $   157,709
                                             ============= ===========

                                      F-25


<PAGE>




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



NOTE 16 - Quarterly Results of Operations (Unaudited)

     Below is a summary of the quarterly results of operations for each quarter
of 2002 and 2001:

2002                    First      Second          Third         Fourth
----                  ---------   ---------      ---------      ---------
Revenue ...........   $ 169,263   $ 189,478      $ 457,669    $   416,088
Gross profit (loss)      41,943     (23,796)       151,169        165,682
Net income (loss)...  $(532,605)  $(528,409)     $(746,668)   $  (690,409)
Basic and diluted net
income (loss)per common
share ..............  $   (0.72)  $   (0.54)     $   (0.42)   $     (0.22)

2001                    First      Second          Third         Fourth
----                  ---------   ---------      ---------      ---------
Revenue ...........   $  19,231   $  21,162      $ 162,972    $   229,409
Gross profit (loss)      (7,380)     (5,098)        34,028        104,844

Net income (loss)...  $(472,017)  $(651,595)     $(587,974)   $  (581,221)

Basic and diluted net
income (loss)per common
share ..............  $   (0.27)  $   (0.29)     $   (0.16)   $     (0.10)


NOTE 17 - Supplemental Cash Flow Information

     Cash paid for interest totaled $19,169 and $11,789 in 2002 and 2001,
respectively.

     During 2002, the Company satisfied a significant number of obligations
without the use of cash through the issuance of the Company's common stock.
These obligations included: officers' compensation of $137,811; employee
compensation of $202,320; payment of corporate debt amounting to $190,364;
acquisition of fixed assets amounting to $31,701; and certain corporate expenses
amounting to $688,657 prepaid expenses and other current assets amounting to
$375,877.

     During 2001, the Company satisfied a significant number of obligations
without the use of cash through the issuance of the Company's common stock.
These obligations included: officers' compensation of $143,146; employee
compensation of $128,869; payment of corporate debt amounting to $1,055,750;
acquisition of fixed assets amounting to $31,701; and certain corporate expenses
amounting to $430,377.


                                      F-26


<PAGE>



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




NOTE 18 - Sale of Inactive Subsidiary

         On December 17, 2002, PartnerCare, a wholly-owned subsidiary of the
Company, sold 100% of its stock in PartnerCare Funding, Inc. (Funding) for
$35,000. Funding was originally formed by PartnerCare to provide certain
financial arrangements, however, the business never began and the subsidiary
never became active. The purchaser of Funding is a vendor of the Company to whom
the Company owed approximately $35,000 prior to the sale. The sale price of
$35,000 was offset against the Company's liability. Accordingly, a gain of
$35,000 from the sale is reflected in the Statement of Income.


NOTE 19 - Major Customers

     In 2002, Cablevision, Time Warner, Network Access Solutions ("NAS"), and
Comcast accounted for 25%, 23%, 12% and 10% of the total revenue of the Company.
In 2001, Network Access Solutions ("NAS")and Comcast accounted for 46% and 45%,
respectively of total revenue of the Company. No other customer accounted for
more than 10% of the Company's total revenue.

NOTE 20 - Subsequent Events

     From January 1, 2003 through April 7, 2003, the Company raised
approximately $378,000 from: 1) the issuances of $203,000 through offerings
under private placements; and 2) $175,000 from other loans. During this period,
the Company issued 1,804,000 shares of common stock in connection with private
placements (961,000 shares), consulting agreements (510,000 shares), employees
(230,000 shares), and other expenses and liabilities (103,000 shares).

     During the first quarter of 2003, approximately $218,000 was paid to the
Internal Revenue Service for past due payroll taxes, which are reflected in
current liabilities on the Balance Sheet at December 31, 2002. The source of
these funds originated from the operations of JINI.


















                                      F-27


<PAGE>









                                   SIGNATURES

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


Date: April 14, 2003                       JUNIPER GROUP, INC.



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


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


Signatures                             Titles                       Date
----------                         ------------------           ------------
By:/s/ Vlado Paul Hreljanovic      Chairman of the Board,
-----------------------------      President, Chief Executive
   Vlado Paul Hreljanovic          Officer (Principal Executive
                                   and Financial Officer)       April 14, 2003




By:/s/Barry S. Huston              Director                     April 14, 2003
---------------------
    Barry S. Huston

















                                      F-28


<PAGE>



                      CHIEF EXECUTIVE OFFICER CERTIFICATION

    I, Vlado P. Hreljanovic, Chairman, President and Chief Executive Officer of
    Juniper Group, Inc., certify that:

    1. I have reviewed this Annual Report on Form 10-KSB of Juniper Group, Inc.
    (the "Registrant");

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

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

    4. I am responsible for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
    Registrant and have:

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

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

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

    5. I have disclosed, based on my most recent evaluation, to the Registrant's
    auditors and the audit committee of Registrant's board of directors (or
    persons performing the equivalent functions):

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

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

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

    Dated: April 14, 2003

    /s/   Vlado P. Hreljanovic
    -----------------------
          Vlado P. Hreljanovic
          Chairman, President and Chief Executive Officer
          (Principal Executive Officer)



<PAGE>





                      CHIEF FINANCIAL OFFICER CERTIFICATION

    I, Vlado P. Hreljanovic,  Chief Financial  Officer of Juniper Group,  Inc.,
    certify that:

    1. I have reviewed this Annual Report on Form 10-KSB of Juniper Group, Inc.
    (the "Registrant");

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

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

    4. I am responsible for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
    Registrant and have:

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

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

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

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

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

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

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

    Dated: April 14, 2003

    /s/   Vlado P. Hreljanovic
    -----------------------
          Vlado P. Hreljanovic
          Chief Financial Officer
          (Principal Financial Officer)




<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Juniper Group, Inc. (the "Company") on
Form 10-KSB for the period ending December 31, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Vlado Hreljanovic,
Chief Executive Officer of the Company, certify, pursuant to Section 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

         (1) The Report fully complies with the requirements of Section 13(a)
and 15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ Vlado P. Hreljanovic
--------------------
Vlado P. Hreljanovic
Chief Executive Officer
April 14, 2003




<PAGE>





                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report of Juniper Group, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Vlado Hreljanovic, Chief Financial Officer of the Company, certify, pursuant to
Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of Section 13(a)
and 15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ Vlado P. Hreljanovic
---------------------
Vlado P. Hreljanovic
Chief Financial Officer
April 14, 2003