UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 [ x ]
Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934
 For the
fiscal year ended December
31, 2008
 
 Commission File Number19170
 
 JUNIPER GROUP,
INC.
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              
              11-2866771(State
      or other jurisdiction of Incorporation or organization)
              
              (IRS
      Employer Identification No.)20283
      State Road 7, Suite 300
                Boca
      Raton, Florida
              
              33498(Address
      of Principal Executive offices)
              
              (Zip
      Code)
 
 Registrant's
telephone number, including area code:(561)
807-8990
 
 Securities
registered pursuant to Section 12(b) of the Act: None
 
 Securities
registered pursuant to Section 12(g) of the Act: Common
Stock, $.001 par value
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o   No
x
 Indicate
by check mark whether the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o    No
x
 Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes x     No
o
 
 Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this Chapter) is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes o     No
x
 
 Indicate
by check mark if the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. Check one:
 o
              Large
      accelerated filer
              o
              o
              Accelerated
      filer
              oo
              Non-accelerated
      filer
              o
              x
              Smaller
      reporting company
              x
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o    No
x
 
 State the
approximate aggregate market value of the voting and non-voting common equity
held by non-affiliates by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed fourth fiscal
quarter: $122,500as of
December 31, 2008.
 
 Number of
shares outstanding of issuer’s Common Stock, no par value outstanding as
of  May 1, 2009: 1,744,486,618.
 
 List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 414(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 31, 2008). None.
  - 1 -
  [The page
numbers are plug numbers to be corrected]
 TABLE
OF CONTENTS
 (Omits
inapplicable items)
 PagePART
      IItem
      1.
                Business
                3Item
      2.
                Properties
                6Item
      3.
                Legal
      Proceedings
                6PART
      IIItem
      5.
                Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities
                7Item
      7.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                9Item
      8.
                Financial
      Statements and Supplementary Data
                11Item
      9A.
                Controls
      and Procedures
                12Item
      9B.
                Other
      Information
                12PART
      IIIItem
      10.
                Directors,
      Executive Officer; Corporate Governance
                13Item
      11.
                Executive
      Compensation
                15Item
      12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                17Item
      13.
                Certain
      Relationships and Related Transactions and Director
      Independence
                17Item
      14.
                Principal
      Accountant Fees and Services
                20PART
      IVItem
      15.
                Exhibits
      and Financial Statement Schedules
                21Signatures
                28
 
 We want
to provide you with more meaningful and useful information. This Annual Report
on Form 10-K contains certain "forward-looking statements" (as such term is
defined in Section 21E of the Securities Exchange Act of 1934, as amended).
These statements reflect our current expectations regarding our possible future
results of operations, performance and achievements. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.
 
 Wherever possible, we have tried to
identify these forward-looking statements by words such as “anticipate,”
“believe,” “estimate,” “expect,” “plan,” “intend” and similar expressions. These
statements reflect our current beliefs and are based on information currently
available to us. Accordingly, these statements are subject to certain risks,
uncertainties, and contingencies, which could cause our actual results,
performance, or achievements to differ materially from those expressed in, or
implied by, such statements. These risks, uncertainties and contingencies
include, without limitation, the factors set forth under Item 7.Management’s Discussion and Analysis
of Financial Condition and Results of Operation.
  - 2 -
  PART
I
 Item
1. Business.
 
 We specialize in broadband installation
and wireless infrastructure construction and other services for national
providers of wireless voice, messaging and data services.  Our service
offerings include tower erection and construction, site installation,
maintenance and upgrading, site surveys, collocation facilitation, tower
construction, antenna installation to tower system integration, and hardware and
software installation.
 
 Our customers typically outsource much
of their work through a competitive-bidding process.  Important
factors, other than price, include prequalification, the ability to financially
support the work, quality of technicians, and other factors.
 
 At the end of 2008, we significantly
restructured our operations, relocating our base of operations from Franklin,
Indiana to Great Neck, New York.  We now conduct our operations
through our new subsidiary, Tower West Communications, Inc., a California
corporation (“Tower West”), organized on December 31, 2008 (“Tower
West”).
 
 We are rebuilding our staff and now
have 7 full time employees, including Vlado P. Hreljanovic, our principal
executive officer, and 2 part-time employees.
 
 We have also operated in motion picture
distribution.  This business consists of acquiring motion picture
rights from independent producers and distributing these rights to domestic and
international territories on behalf of the producers to various
medias.  During 2008, less than 2% of our revenues were derived from
these operations, and we do not expect substantial revenue from motion picture
distribution for the foreseeable future.
 
 We were incorporated in Nevada on
January 22, 1997.  Our subsidiaries have included Juniper
Communications, Inc., a New York corporation, Juniper Services, Inc., a New York
Corporation and New Wave Communication, Inc., a Indiana corporation (“New
Wave”).  Juniper Communications is  inactive and has no
operating revenue or expense was attributed in 2008 and 2007.  New
Wave’s business, based in Franklin, Indiana, was unsuccessful, as a result of
the alleged misconduct of its former owners and management. See Item
3.  Litigation.  In
June 2008, New Wave was unable to repay its bank line of credit and defaulted on
the  loan.  It was unable to perform on bids it won for
construction in the Indianapolis, Indiana market, ceased operations and
abandoned its facilities and assets.   On November 7, 2008, New
Wave filed a bankruptcy case under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court, Southern District of Indiana,
Indianapolis division. The petition was voluntary dismissed at the request of
New Wave Communications.
 
 ITEM
IA. RISK FACTORS:
 
 Our
business is subject to a variety of risks and uncertainties, which are described
below. These risks and uncertainties are not the only ones we face. Additional
risks and uncertainties not described or not known to management of the Company
may also impair business operations. If any of the following risks actually
occur, business, financial condition and results of operations could be
materially and adversely affected.
 
 AUDITORS
HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
 
 In their
report dated May 15, 2009 Liebman Goldberg & Hymowitz LLP., stated that our
financial statements for the year ended December 31, 2008 were prepared assuming
that we would continue as a going concern. Our ability to continue as a going
concern is an issue raised as a result of our recurring losses from operations.
We have experienced net operating losses. Our ability to continue as a going
concern is subject to our ability to maintain and enhance our
profitability.
 
 In their
report dated May 14, 2007 Morgenstern, Svoboda, & Bear, CPA’s P.C.,
stated that our financial statements for the year ended December 31, 2008 were
prepared assuming that we would continue as a going concern. Our ability to
continue as a going concern is an issue raised as a result of our recurring
losses from operations. We have experienced net operating losses. Our ability to
continue as a going concern is subject to our ability to maintain and enhance
our profitability.
 
 
 
 During
2009, the Company changed its’auditors to Liebman Goldberg &
Hymowitz  LLP from Morgenstern, Svoboda and Bear, CPA,
P.C.
 
  - 3 -
  WE
HAVE ACCUMULATED LOSSES AND ARE NOT CURRENTLY PROFITABLE.
 
 We have
incurred a deficit of approximately $93.4 million as of December 31, 2008
and are currently experiencing negative cash flow. We expect to continue to
experience negative cash flow and operating losses for the foreseeable future as
we continue to make significant expenditures for acquisitions, sales and
marketing, infrastructure development and general and administrative functions.
As a result, we will need to generate significant revenues to achieve
profitability. If our revenues grow more slowly than we anticipate, or if our
operating expenses exceed expectations, we may experience reduced
profitability.
 
 WE COULD HAVE UNFAVORABLE HEALTH
INSURANCE AND WORKERS COMPENSATION CLAIM EXPERIENCES.
 
 If a
customer does not pay us, or if the costs of benefits we provide to worksite
employees, exceed the fees a client pays us, our ultimate liability for worksite
employee’s payroll and benefits costs could have a material adverse effect on
our financial condition or results of operations.
  OUR COMMON STOCK TRADES IN A LIMITED
PUBLIC MARKET, THE NASD OTC ELECTRONIC BULLETIN BOARD; AND IN ADDITION THERE ARE
VARIOUS INDUSTRY FACTORS, WHICH COULD CAUSE INVESTORS TO FACE POSSIBLE
VOLATILITY OF SHARE PRICE.
 
 Our
common stock is currently quoted on the NASD OTC Bulletin Board under the ticker
symbol JNIPE.OB. As of May 1, 2009 there were 1,744,486,618  shares of
Common Stock outstanding, of which approximately 1,282,812,000  were
tradable without restriction under the Securities Act.
 
 Various
industry factors could cause volatility in the market prices of our shares.
Factors such as, but not limited to, technological innovations, new products,
acquisitions or strategic alliances entered into by us or our competitors,
government regulatory action, patent or proprietary rights developments, and
market conditions for penny stocks in general could have a material effect on
the liquidity of our common stock and volatility of our stock
price.
 
 THE
COMMUNICATIONS INDUSTRY HAS SUFFERED ECONOMIC DOWNTURNS AND REDUCED CAPITAL
EXPENDITURES IN THE PAST AND ANY FUTURE ECONOMIC DOWNTURNS OR REDUCED CAPITAL
EXPENDITURES MAY RESULT IN A DECREASE IN DEMAND FOR OUR SERVICES.
 
 Commencing
in 2001 and through 2003, the communications industry suffered a severe downturn
that resulted in reduced capital expenditures for infrastructure projects, even
among those customers that did not experience financial difficulties. Although
our strategy is to increase the percentage of our business derived from large,
financially stable customers in the communications industries, these customers
may not continue to fund capital expenditures for infrastructure projects at
current levels during the current economic downturn. Even if they do continue to
fund projects, we may not be able to increase our share of their business.
Bankruptcies or decreases in our customers’ capital expenditures and
disbursements could reduce our revenue, profitability or liquidity.
  MANY
OF THE INDUSTRIES WE SERVE ARE SUBJECT TO CONSOLIDATION AND RAPID TECHNOLOGICAL
AND REGULATORY CHANGE, AND OUR INABILITY OR FAILURE TO ADJUST TO OUR CUSTOMERS’
CHANGING NEEDS COULD REDUCE DEMAND FOR OUR SERVICES.
 
 We
derive, and anticipate that we will continue to derive, a substantial portion of
our revenue from customers in the communications industry. The communications
industry is subject to rapid changes in technology and governmental regulation.
Changes in technology may reduce the demand for the services we provide. New or
developing technologies could displace the wireless systems used for the
transmission of voice, video and data, and improvements in existing technology
may allow communications providers to significantly improve their networks
without physically upgrading them. Additionally, the communications industry has
been characterized by a high level of consolidation that may result in the loss
of one or more of our major customers.   Our success depends also on
the continued trend by our customers to outsource their needs. If this trend
does not continue and our customers elect to perform the deployment services
themselves, our operation results may decline.
 
 THE
COMMUNICATIONS INDUSTRY IS HIGHLY COMPETITIVE WHICH MAY REDUCE OUR MARKET SHARE
AND HARM OUR FINANCIAL PERFORMANCE.
  - 4 -
  
 The
communications industry is highly fragmented, and we compete with other
companies in most of the markets in which we operate, ranging from small
independent firms servicing local markets to larger firms servicing regional and
national markets. We also face competition from existing or prospective
customers that employ in-house personnel to perform some of the same types of
services we provide. There are relatively few barriers to entry into the markets
in which we operate and, as a result, any organization that has adequate
financial resources and access to technical expertise and skilled personnel may
become one of our competitors.
  MOST
OF OUR CONTRACTS DO NOT OBLIGATE OUR CUSTOMERS TO UNDERTAKE ANY INFRASTRUCTURE
PROJECTS OR OTHER WORK WITH US.
 
 A
significant portion of our revenue is derived from service agreements. Under our
service agreements, we contract to provide customers with individual project
services, through work orders, within defined geographic areas on a fixed fee
basis. Under these agreements, our customers have no obligation to undertake any
infrastructure projects or other work with us. A significant decline in the
projects customers assign us under service agreements could result in a decline
in our revenue, profitability and liquidity.
  WE
MAY NOT ACCURATELY ESTIMATE THE COSTS ASSOCIATED WITH OUR SERVICES PROVIDED
UNDER CONTRACTS WHICH COULD IMPAIR OUR FINANCIAL PERFORMANCE.
 
 A
substantial portion of our revenues in 2008 and 2007 was derived from
master service agreements and other service agreements that are cost plus
contracts with ceiling limits. Under these contracts, we set the price of our
services on a per unit or aggregate basis and assume the risk that the costs
associated with our performance may be greater than we anticipated. Revenue
derived from these contracts was strictly derived from the wireless
infrastructure services of our business.  Certain of these
organizations are themselves construction companies and general contractors
employed by providers of wireless services.  As a result, the
Company’s exposure to the loss of a particular customer maybe greater on an
indirect basis than described herein.
 
 Our
profitability is therefore dependent upon our ability to accurately estimate the
costs associated with our services. These costs may be affected by a variety of
factors, such as lower than anticipated productivity, conditions at the work
sites differing materially from what was anticipated at the time we bid on the
contract and higher costs of materials and labor. Certain agreements or projects
could have lower margins than anticipated or losses if actual costs for our
contracts exceed our estimates, which could reduce our profitability and
liquidity.
  THE
CONCENTRATION OF OUR BUSINESS AMONG LARGE CUSTOMERS COULD INCREASE CREDIT
RISKS.
 
 The
concentration of a portion of our business among a number of large customers
increases our potential credit risks. One or more of these customers could delay
payments or default on credit extended to them. Any significant delay in the
collection of significant accounts receivable could result in an increased need
for us to obtain working capital from other sources, possibly on worse terms
than we could have negotiated if we had established such working capital
resources prior to such delays or defaults. Any significant default could result
in significantly decreased earning and material and adversely affect our
businesses financial condition and results of operations. Revenue derived from
the major customers accounted for 62% for 2008 of the gross revenue for the
year.
 
 THE
PROVISION OF SERVICES FOR BROADBAND INSTALLATION AND WIRELESS INFRASTRUCTURE
DEPLOYMENT IS SEASONAL AND IS AFFECTED BY ADVERSE WEATHER CONDITIONS AND THE
SPENDING PATTERNS OF OUR CUSTOMERS, EXPOSING US TO VARIABLE QUARTERLY
RESULTS.
 
 The
provision of services for broadband installation and wireless infrastructure
deployment is affected by adverse weather conditions and the spending patterns
of our customers, exposing the Company to variable quarterly results. Inclement
weather may lower the demand for our service in the winter months, as well as
other times of the year. Furthermore, the weather can delay the completion of
projects already started in addition to delaying the commission of new projects.
Therefore, we cannot predict that the financial results for any particular
quarter will be the same for any other quarter.
  - 5 -
  Natural
catastrophes, such as the recent hurricanes in the United States, could also
have a negative impact on the economy overall and on the Company’s ability to
perform outdoor services in affected regions or utilize equipment and crew
stationed in those regions, which in turn could significantly impact the results
of any one or more reporting periods.
  OUR
BUSINESS REQUIRES THE DEPLOYMENT OF SERVICES VEHICLES THROUGHOUT THE AREAS IN
WHICH WE PROVIDES SERVICES AND INCREASES IN THE COSTS OF FUEL COULD REDUCE OUR
OPERATING MARGINS.
 
 The price
of fuel needed to run our vehicles and equipment is unpredictable and fluctuates
based on events outside our control, including geopolitical developments, supply
and demand for oil and gas, actions by OPEC and other oil and gas producers, war
and unrest in oil producing countries, regional production patterns and
environmental concerns. Most of our contracts do not allow us to adjust our
pricing. Accordingly, any increase in fuel costs could reduce our profitability
and liquidity.
 
 WE
MAY CHOOSE, OR BE REQUIRED, TO PAY OUR SUBCONTRACTORS EVEN IF OUR CUSTOMERS DO
NOT PAY, OR DELAY PAYING, US FOR THE RELATED SERVICES.
 
 We use
subcontractors to perform portions of our services and to manage work flow. In
some cases, we pay our subcontractors before our customers pay us for the
related services. If we choose, or are required, to pay our subcontractors for
work performed for customers who fail to pay, or delay paying, us for the
related work, we could experience a decrease in profitability and
liquidity.
  OUR
CUSTOMERS ARE OFTEN LARGER COMPANIES THAT HAVE SUPERIOR BARGAINING
STRENGTH
 
 Most of
our customers are large companies that have a greater bargaining position than
we do in negotiating contracts due to the potential value to us of obtaining
their business and the intense competition we face to obtain that business. This
unequal bargaining position could result in our acceptance of less favorable
contract terms than we might otherwise accept, reduced operating margins and
material and adverse effects on our business, financial condition and results of
operations.
 
 THE
DEVELOPMENT AND INSTALLATION OF BROADBAND AND WIRELESS INFRASTRUCTURE REQUIRES
UNDERGROUND WORK, WHICH REQUIRES COMPLIANCE WITH ENVIRONMENTAL LAWS AND OUR
FAILURE TO COMPLY WITH ENVIRONMENTAL LAWS COULD RESULT IN SIGNIFICANT
LIABILITIES.
 
 Some of
the work we perform is in underground environments. If the field location maps
supplied to us are not accurate, or if objects are present in the soil that are
not indicated on the field location maps, our underground work could strike
objects in the soil containing pollutants and result in a rupture and discharge
of pollutants. In such a case, we may be liable for fines and
damages.
 
 In
addition, new environmental laws and regulations, stricter enforcement of
existing laws and regulations, the discovery of previously unknown contamination
or leaks, or the imposition of new clean-up requirements could require us to
incur significant costs or become the basis for new or increased liabilities
that could negatively impact our profitability and liquidity.
 
 OUR
BUSINESS IS SUBJECT TO HAZARDS THAT COULD RESULT IN SUBSTANTIAL LIABILITIES AND
WEAKEN OUR FINANCIAL CONDITION.
  Deployment,
construction and maintenance of wireless communication towers undertaken by our
employees involve exposure to electrical lines, heavy equipment, mechanical
failures and adverse weather conditions. If serious accidents or fatalities
occur, we may be restricted from bidding on certain work and certain existing
contracts could be terminated. In addition, if our safety record were to
deteriorate, our ability to bid on certain work could suffer. The occurrence of
accidents in our business could result in significant liabilities or harm our
ability to perform under our contracts or enter into new contracts with
customers, which could reduce our revenue, profitability and
liquidity.
  - 6 -
  MANY
OF OUR COMMUNICATIONS CUSTOMERS ARE HIGHLY REGULATED AND THE ADDITION OF NEW
REGULATIONS OR CHANGES TO EXISTING REGULATIONS MAY ADVERSELY IMPACT THEIR DEMAND
FOR OUR SPECIALTY CONTRACTING SERVICES AND THE PROFITABILITY OF THOSE
SERVICES.
 
 Many of
our communications customers are regulated by the Federal Communications
Commission. The FCC may interpret the application of its regulations to
communication companies in a manner that is different than the way such
regulations are currently interpreted and may impose additional regulations. If
existing or new regulations have an adverse affect on our communications
customers and adversely impact the profitability of the services they provide,
then demand for our specialty contracting services may be reduced.
 
 THE
CURRENT AND CONTINUED GROWTH OF OUR OPERATIONS IS CONTINGENT ON OUR ABILITY TO
RECRUIT EMPLOYEES.
 
 In the
event we are able to obtain necessary funding, we expect to experience growth in
the number of employees and the scope of our operations. In particular, we may
hire additional sales, marketing and administrative personnel. Additionally,
acquisitions could result in an increase in employee headcount and business
activity. Such activities could result in increased responsibilities for
management. We believe that our ability to increase our customer support
capability and to attract, train, and retain qualified technical, sales,
marketing, and management personnel, will be a critical factor to our future
success.
 
 WE MAY NOT BE ABLE TO MAINTAIN
APPROPRIATE STAFFING LEVELS RELATED TO OUR BILLABLE
WORKFORCE.
 
 If we
maintain or increase billable staffing levels in anticipation of one or more
projects and those projects are delayed, reduced or terminated, or otherwise do
not materialize, we may underutilize these personnel, which could have material,
adverse effects on our business, financial conditions and results of
operations.
 
 THE
COMMUNICATIONS INDUSTRY IS CONSTANTLY GROWING AND EVOLVING. ACCORDINGLY OUR
SUCCESS IS DEPENDENT ON OUR ABILITY TO ADDRESS MARKET
OPPORTUNITIES.
 
 Our
future success depends upon our ability to address potential market
opportunities while managing our expenses to match our ability to finance our
operations. This need to manage our expenses will place a significant strain on
our management and operational resources. If we are unable to manage our
expenses effectively, we may be unable to finance our operations. By adjusting
our operations and development to the level of capitalization, we believe we
have sufficient capital resources to meet projected cash flow deficits. However,
if during that period or thereafter, we are not successful in generating
sufficient liquidity from operations or in raising sufficient capital resources,
on terms acceptable to us, this could have a material adverse effect on our
business, results of operations liquidity and financial condition and would
prevent us from being able to utilize potential market
opportunities.
 
 OUR SUCCESS IS DEPENDENT ON
GROWTH IN THE DEPLOYMENT OF WIRLESS NETWORKS AND NEW TECHNOLOGY UPGRADES, AND TO
THE EXTENT THAT SUCH GROWTH SLOWS, OUR BUSINESS MAY BE
HARMED.
 
 Telecommunications
carriers, are constantly re-evaluating their network deployment plans in
response to trends in the capital markets, changing perceptions regarding
industry growth, the adoption of new wireless technology, increasing pricing
competition for subscribers and general economic conditions in the United
States.  If the rate of network deployment slows and carriers reduce
their capital investment in wireless infrastructure or fail to expand into new
geographic areas, our business may be significantly harmed.  The
uncertainty associated with rapidly changing telecommunications technology may
also negatively impact the rate of deployment of wireless networks and the
demand for our services.  Telecommunications services providers face
significant challenges in assessing consumer demand and in acceptance of rapidly
changing enhanced telecommunications capabilities.   If
telecommunications services providers perceive that the rate of acceptance of
the next generation telecommunications product will grow more slowly than
previously expected, they may, as a result, slow their development of the next
generation technologies.  Moreover, increasing price competition for
subscribers could adversely affect the profitability of carriers and limit their
resources for network deployment.  Any significant sustained
slowdown will further reduce the demand for our services and adversely affect
our financial results.
  - 7 -
  
 THE DEPARTURE OF KEY PERSONNEL COULD
DISRUPT OUR BUSINESS, AND FEW OF OUR KEY PERSONNEL ARE CONTRACTUALLY OBLIGATED
TO STAY WITH US.
 
 We depend
on the continued efforts of our officers, and senior management. This would
include project manager, director of operations and senior
foremen.  The loss of key personnel, or the inability to hire and
retain qualified employees, could adversely affect our business, financial
condition and results of operations.
 
 THE
REQUIREMENTS OF BEING A PUBLIC COMPANY MAY STRAIN OUR RESOURCES AND REQUIRE
SIGNIFICANT MANAGEMENT TIME AND ATTENTION.
 
 As a
public company we are subject the reporting requirements of the Securities
Exchange Act of 1934, and the Sarbanes-Oxley Act. The requirements of the rules
and regulations have increased, and may further increase in the future, our
legal and financial compliance costs, make some activities more difficult, time,
consuming or costly and may also place undue strain on our systems and
resources.  The Securities Exchange Act of 1934 requires, among other
things, that we file annual, quarterly and current reports with respect to our
business and financial conditions.  The Sarbanes-Oxley Act requires,
among other things, that we report on the effectiveness of our disclosures
controls and procedures, and internal controls over financial
reporting.  As a result, management’s attention may be diverted from
other business concerns, which could have a material adverse effect on our
business, financial conditions, results of operations and cash
flows.  These rules and regulations could also make it more difficult
for us to attract and retain qualified independent members of our Board of
Directors and qualified member of our management team.
 
 WE
SHALL BE REQUIRED TO SEEK ADDITIONAL MEANS OF FINANCING.
  During
the period from December 28, 2005 through March 11, 2009 the Company entered
into fifteen financing arrangements involving the sale of an approximately of
$2,621,200 in principal amount of callable secured convertible notes. In
addition, during 2008, the Company received approximately $362,000 in principal
amount through sale of various debentures. However, there can be no assurance
that we will generate adequate revenues from operations and the failure to
generate such operating revenues would have an adverse impact on our financial
position and results of operations and our ability to continue as a going
concern. Our operating and capital requirements during the next fiscal year and
thereafter will vary based on a number of factors, including the level of sales
and marketing activities for our services and products. Accordingly, we shall be
required to obtain additional private or public financing including debt or
equity financing and there can be no assurance that such financing will be
available as needed, or, if available, on terms favorable to us. Any additional
equity financing may be dilutive to stockholders and such additional equity
securities may have rights, preferences or privileges that are senior to those
of our existing common stock.
  Furthermore,
debt financing, if available, will require payment of interest and may involve
restrictive covenants that could impose limitations on our operating
flexibility. Our failure to successfully obtain additional future funding may
jeopardize our ability to continue our business and operations.
 
 If we
raise additional funds by issuing equity securities, existing stockholders may
experience a dilution in their ownership. In addition, as a condition to giving
additional funds to us, future investors may demand, and may be granted, rights
superior to those of existing stockholders.
 
 SERVICES
FOR BROADBAND INSTALLATION AND WIRELESS INFRASTRUCTURE DEPLOYMENT ARE PROVIDED
BY BOTH IN-HOUSE SERVICE ORGANIZATIONS AND OUTSOURCED SUPPORT PROVIDERS AND MANY
OF OUR COMPETITORS ARE LARGER AND HAVE GREATER FINANCIAL AND OTHER RESOURCES
THAN WE DO AND THOSE ADVANTAGES COULD MAKE IT DIFFICULT FOR US TO COMPETE WITH
THEM.
 
 Many of
our current and potential competitors may have substantial competitive
advantages relative to us, including:
 
 ·
              longer
      operating histories;·
              significantly
      greater financial;
 
 ·
              technical
      and marketing resources;·
              greater
      brand name recognition;
 
 ·
              larger
      existing customer bases;
 
 These
competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements and to devote greater resources to develop,
promote and sell their services than we can.
 
 OUR
COMPANY AND/OR OUR MANAGEMENT MAY BE SUBJECT TO FINES, SANCTIONS AND/OR
PENALTIES OF AN INDETERMINABLE NATURE AS A RESULT OF POTENTIAL VIOLATIONS OF
FEDERAL SECURITIES LAWS IN CONNECTION WITH THE ISSUANCE OF OUR COMMON STOCK
WITHOUT A VALID EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT.
  It has
come to our attention that sales of our common stock may have been made in
violation of Section 5 of the Securities Act of 1933, as amended.  It
appears that individuals, who received shares of stock, sold such shares of
common stock pursuant to a Registration Statement filed on Form S-8 and then
remitted the amounts received in connection with such sales back to us in
exchange for the issuance of restricted shares of our common stock.  Such
use of a Form S-8 Registration Statement may not have been proper under the
Securities Act of 1933, as amended.  Due to the aforementioned, shares may
have been issued without registration pursuant to the Securities Act of 1933, as
amended, or without relying upon a valid exemption from registration under the
Securities Act of 1933 as amended, therefore we may be subject to enforcement
proceedings, fines, sanctions and/or penalties.
 
 In
addition to any potential enforcement proceedings, fines, sanctions and/or
penalties we may be subject to, individuals who purchased such shares of common
stock may be entitled to rescind their purchases.  We are currently unable
to determine the amount of damages, if any, that we may incur as a result of any
such rescission rights, which may include, but are not limited to, damages that
may result from the following:
 
 1)
              subsequent
      third party purchaser(s) of shares that were resold pursuant to the
      Registration Statement filed on Form S-8, or2)
              the
      existing shareholders of our Company that may make a claim, on a
      derivative basis, that these transactions and the shares issued may have
      resulted in a dilution of the value of their
  shareholdings.
  The
payment of damages could have a material adverse effect on our revenue, profits,
results of operations, financial condition and future prospects.
 
 RISKS
RELATING TO OUR CURRENT FINANCING ARRANGEMENT:
 
 THERE
ARE A LARGE NUMBER OF SHARES UNDERLYING OUR CALLABLE SECURED CONVERTIBLE NOTES
AND WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES
MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.
 
 As of May
1, 2009 we had 1,744,486,618 shares of common stock issued and outstanding and
convertible notes outstanding or an obligation to issue convertible notes that
may be converted into an estimated 37,216,367,200 shares of common stock at
current market prices, and outstanding warrants and options or an obligation to
issue options and warrants to purchase 215,165,107 shares of common stock. In
addition, the number of shares of common stock issuable upon conversion of the
outstanding convertible notes may increase if the market price of our stock
declines. All of the shares, including all of the shares issuable upon
conversion of the notes and upon exercise of our options and warrants, may be
sold without restriction. The sale of these shares may adversely affect the
market price of our common stock. In addition to the foregoing shares which may
be issuable in connection with our current financing, we currently have 25,357
shares of 12% non-voting  convertible  preferred stock
outstanding , 135,000 shares of Series B Voting Preferred Stock outstanding, and
300,000 shares of Series C Voting Preferred Stock outstanding, which are not
currently  convertible into shares of common stock, but based on the
current market price would be convertible into an estimated 21,019,187,000
shares of our common stock.
 
 Shares of Series B Preferred Stock are
convertible into shares of common stock of the Company at a conversion price
which is equal to 50% of the closing bid price of the Company’s common
stock.
 
 
 THE
CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CALLABLE SECURED
CONVERTIBLE NOTES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF
SHARES, WHICH WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.
  - 8 -
  
 Our
obligation to issue shares upon conversion of our callable secured convertible
notes is essentially limitless. The following is an example of the amount of
shares of our common stock that are issuable, upon conversion of the callable
secured convertible notes (excluding accrued interest), based on market prices
25%, 50% and 75% below the current market price, as of April 9, 2009 of
$0.0003.
 
 %
      Below
                  Market
                Price
      Per Share
                With
      Discount
                  At
      50%
                Number
                  of Shares
                  Issuable
                %
      of Outstanding
                  Stock25%
                $0.000225
                $0.0001125
                23,299,600,000
                94%50%
                $0.000150
                $0.0000750
                34,949,400,000
                97%75%
                $0.000075
                $0.0000375
                69,898,800,000
                99%
 
 
 As
illustrated, the number of shares of common stock issuable upon conversion of
our secured convertible notes will increase if the market price of our stock
declines, which will cause dilution to our existing stockholders.
  THE
CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CALLABLE SECURED
CONVERTIBLE NOTES MAY ENCOURAGE INVESTORS TO MAKE SHORT SALES IN OUR COMMON
STOCK, WHICH COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON
STOCK.
 
 The
callable secured convertible notes are convertible into shares of our common
stock at a 72% discount to the trading price of the common stock prior to the
conversion. The significant downward pressure on the price of the common stock
as the selling stockholder converts and sells material amounts of common stock
could encourage short sales by third party investors.
 
 This
could place further downward pressure on the price of the common stock. The
selling stockholder could sell common stock into the market in anticipation of
covering the short sale by converting their securities, which could cause the
further downward pressure on the stock price. In addition, not only the sale of
shares issued upon conversion or exercise of notes, warrants and options, but
also the mere perception that these sales could occur, may adversely affect the
market price of the common stock
 
 THE
ISSUANCE OF SHARES UPON CONVERSION OF THE CALLABLE SECURED CONVERTIBLE NOTES AND
EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO
OUR EXISTING STOCKHOLDERS.
  The
issuance of shares upon conversion of the callable secured convertible notes and
exercise of warrants may result in substantial dilution to the interests of
other stockholders since the selling stockholders may ultimately convert and
sell the full amount issuable on conversion. Although the selling stockholders
may not convert their Callable Secured Convertible Notes and/or exercise their
warrants if such conversion or exercise would cause them to own more than 4.99%
of our outstanding common stock, this restriction does not prevent the selling
stockholders from converting and/or exercising some of their holdings, selling
those shares and then converting the rest of their holdings. In this way, the
selling stockholders could convert and sell their holdings while never owning
more than 4.99% of our common stock at any one time. There is no upper limit on
the number of shares that may be issued which will have the effect of further
diluting the proportionate equity interest and voting power of holders of our
common stock, including investors in this offering
  IF
WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING CALLABLE SECURED
CONVERTIBLE NOTES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF
AVAILABLE, OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE CALLABLE SECURED
CONVERTIBLE NOTES, IF REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH
COULD REQUIRE THE SALE OF SUBSTANTIAL ASSETS.
 
 During
the period from December 28, 2005 through March 11, 2009 the Company entered
into fifteen financing arrangements involving the sale of an aggregate of
$2,621,205 in principal amount of callable secured convertible notes and stock
purchase warrants to buy 215,150,000 shares of our common
stock.
  - 9 -
  
 The
callable secured convertible notes are due and payable, with 15% interest,
unless sooner converted into shares of our common stock. In addition, any event
of default such as our failure to repay the principal or interest when due, our
failure to issue shares of common stock upon conversion by the holder, our
failure to timely file a registration statement or have such registration
statement declared effective, breach of any covenant, representation or warranty
in the Securities Purchase Agreement or related convertible note, the assignment
or appointment of a receiver to control a substantial part of our property or
business, the filing of a money judgment, writ or similar process against us in
excess of $50,000, the commencement of a bankruptcy, insolvency, reorganization
or liquidation proceeding against us and the delisting of our common stock could
require the early repayment of the callable secured convertible notes, including
a default interest rate of 15% on the outstanding principal balance of the notes
if the default is not cured within the specified grace period and as of the end
of the last fiscal quarter the amount to repay the callable secured convertible
notes would cost an aggregate of approximately $2,621,205. We are currently in
default of our obligations due to the fact that we have failed to file an
information statement with the Securities and Exchange Commission in a timely
manner.  We anticipate that the full amount of the callable secured
convertible notes will be converted into shares of our common stock, in
accordance with the terms of the callable secured convertible notes. If we are
required to repay the callable secured convertible notes, we would be required
to use our limited working capital and raise additional funds. If we were unable
to repay the notes when required, the note holders could commence legal action
against us and foreclose on all of our assets to recover the amounts due. Any
such action would require us to curtail or cease operations.
  IN
ORDER TO OBTAIN ADDITIONAL FINANCING UNDER THE NUMBER OF SECURITIES
PURCHASE AGREEMENT THAT WE ENTERED, WE WILL NEED TO SATISFY CERTAIN CLOSING
CONDITIONS AND IF THEY ARE NOT SATISFIED AND WE DO NOT OBTAIN THE ADDITIONAL
FINANCING, WE WILL HAVE TO REDUCE STAFF AND CURTAIL OUR OPERATIONS.
 
 Pursuant
to the terms of the number of Securities Purchase Agreement we were to obtain an
aggregate of $2,621,205 of financing. Accordingly, we sold to the investors
callable secured convertible notes on December 28, 2005, March 14, 2007, May 21,
2007, September 13, 2007 , December 26, 2007,  January 31,2008, March
14, 2008,June 20,2008, July 29, 2008, September 24,2008, November 5, 2008,
November 10,2008, December 3, 2008, December 5, 2008 and March 11,2009 . In the
event that the conditions are not satisfied, we will need to obtain additional
financing from another source. There is no assurance that we will be successful
in obtaining additional financing and if additional financing is not available
or is not available on acceptable terms, we will have to reduce staff and
curtail our operations.
  WE ARE REQUIRED TO PAY LIQUIDATED
DAMAGES PURSUANT TO OUR DECEMBER 2005 SECURITIES PURCHASE AGREEMENT AS A RESULT
OF OUR FAILURE TO FILE A PROXY OR INFORMATION STATEMENT IN THE TIMELINE
PRESCRIBED BY THE SECURITIES PURCHASE AGREEMENT, AND THE PAYMENT OF LIQUIDATED
DAMAGES WILL RESULT IN DEPLETING OUR WORKING CAPITAL AND WE MAY BE REQUIRED TO SEEK ADDITIONAL
FUNDING TO SATISFY SUCH PAYMENT.
 
 Pursuant
to the terms of our Securities Purchase Agreement, if we did not file a proxy or
information statement no later than January 31, 2006 and use our best efforts to
obtain, on or before April 30, 2006, approval of our stockholders to increase
our authorized capital, we are obligated to pay liquidated damages in the amount
of 3.0% per month of the face amount of the issued and outstanding secured
convertible notes, until a proxy or information statement is filed.  We did
not file a definitive statement until June 8, 2006.   If we are
required to pay liquidated damages for the issued and outstanding secured
convertible notes, we will be required to pay approximately $75,400 (3.0% per
month of the $500,000 of secured convertible notes outstanding for four months
and eight days at 3.0% per month of the $300,000 of the secured convertible
notes outstanding for two months and -eight- days). As of the date hereof, the
investors have not demanded payment of the liquidated damages. The payment of
liquidated damages will result in depleting our working capital and we may be
required to seek additional funding to satisfy such payment
  RISKS
RELATING TO OUR COMMON STOCK:
  WE
HAVE HAD TO FILE FOR EXTENSIONS FOR OUR RECENT ANNUAL AND QUARTERLY FILINGS AND
IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY
  - 10 -
  OF
BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL
THEIR SECURITIES IN THE SECONDARY MARKET.
  Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. If we fail to remain current on our
reporting requirements, we could be removed from the OTC Bulletin Board. As a
result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary
market.
  OUR
COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING
MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK
CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
  The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:
 
 ·
              that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and·
              the
      broker or dealer receives from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.
 
 In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
 
 ·
              obtain
      financial information and investment experience objectives of the person;
      and·
              make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the
      risks of transactions in penny
  stocks.
 
 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:
 
 ·
              sets
      forth the basis on which the broker or dealer made the suitability
      determination; and·
              that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.
 
 Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
 
 Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading, about the commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
 
 Item
1B. Unresolved Staff Comments.
 
 None.
 
 Item
2. Property.
 
 Our
headquarters are located at 20283 State Road, Suite 300, Boca Raton, Florida
33498. Our lease in Boca Raton is on month to month basis, with current rent of
$200 per month, and we have a subsidiary office at 60 Cutter Mill Road, Suite
611, Great Neck, New York 11021 (consisting of 1,650 square feet of offices),
that is subleased for a monthly rent of $4,900 and by agreement the rent with be
adjusted to match the master lease for the space.  This space
is
  - 11 -
  subleased
from an entity 100% owned by Mr. Hreljanovic the CEO of the
Company.  The agreement for the space expires with the lease on the
property on November 30, 2016.
 
 
 
 ITEM
3.                      LEGAL
PROCEEDINGS
 In the
ordinary course of business, we may be involved in legal proceedings from time
to time. Although occasional adverse decisions or settlements may occur,
management believes that the final disposition of such matters will not have a
material adverse effect on its financial position, results of operations or
liquidity.
 
 
 On June
15, 2007, the Company, through its subsidiaries, commenced a lawsuit against
Michael Calderhead and James Calderhead (the “Calderheads”) former employees, in
the United States District Court for the Eastern District of New York (Case No.
07-CV-2413).  The complaint asserts claims against the Calderheads for
breaches of a stock exchange agreement, breaches of an employment agreement, and
breaches of fiduciary duties owed to Juniper and its wholly-owned affiliate New
Wave Communications, Inc. (“New Wave”).  Juniper alleges the
Calderheads committed serious, material breaches of their agreements with
Juniper.  Indeed, almost immediately after Juniper’s acquisition of
New Wave, and while still employed by Juniper and/or New Wave and bound by their
agreements with Juniper, the Calderheads made preparations to form and operate a
rival business to compete with Juniper and New Wave.
 
 In
February 2006, a mere two months after Juniper’s acquisition of New Wave, the
Calderheads met with possible financiers to discuss incorporating a new company
that would compete with New Wave and Juniper.  Juniper alleges that
the meeting involved at least James Calderhead, a Juniper executive and the
President of New Wave; Michael Calderhead, a New Wave Chief Operating Officers;
another New Wave executive who had worked with Michael Calderhead prior to the
Juniper acquisition; and a local businessman in Franklin, Indiana, and the owner
of several businesses.
 
 At the
time of the February 2006 meeting, and at all relevant times thereafter, James
Calderhead was subject to the Employment Agreement and Michael Calderhead was
subject to the Stock Exchange Agreement.  Following the alleged
February 2006 meeting, the Calderheads, along with others, continued their
efforts to form and operate a new company which came to be called Communications
Infrastructure, Inc. (“CII”).  According to the online records of the
Indiana Secretary of State, CII was organized as a for-profit domestic
corporation on January 19, 2007.
 
 According
to CII’s advertisements and representations in the marketplace, it is a
competitor of Juniper and New Wave.  Specifically, CII’s website
states that “CII brings the combined experience of its owners in all areas of
Cellular Site Construction,” including project management, civil construction,
tower erection, and maintenance and troubleshooting.
 
 At no
time did the Calderheads inform New Wave or Juniper of the formation of CII,
their intentions or activities regarding CII, or their intent or design to form
a new company that would compete with New Wave or Juniper.  At no time
did New Wave or Juniper consent to any activities by the Calderheads with
respect to CII or setting up a rival company.
  - 12 -
  
 On or
about January 17, 2007, Michael Calderhead announced that he would resign from
New Wave.  Michael Calderhead, however, did not formally end his
employment relationship with New Wave until on or about  March 27,
2007.  Juniper subsequently learned that Michael Calderhead had been
working, and was continuing to work, for CII.
 
 In late
2006 and early 2007, New Wave’s business suddenly, and substantially,
declined.  Contracts were lost, customer and vendor relationships were
ended, and new business opportunities were not pursued.   New
Wave alleged and believes that some former customers of Juniper and New Wave
were transferred to CII during this period, and believes that discovery will
establish that the Calderheads were involved in soliciting business for CII and
soliciting New Wave’s customers and employees to switch.
 
 The
substantial declines in New Wave’s business continued throughout early
2007.  These declines were not reported to Juniper’s management in a
timely manner and, when they were reported, the declines were not explained in a
reasonable or clear manner.  It was not until May, 2007 that Juniper
became aware of CII’s growing presence in the marketplace; the involvement of
Michael Calderhead in CII’s business; and that CII was directly competing with
New Wave for customers.
 
 On
Friday, May 18, 2007, ten New Wave employees abruptly announced that they were
resigning their positions at New Wave.  Most of these former New Wave
employees indicated that they would begin work for CII, joining Michael
Calderhead.
 
 Indeed,
in the course of little more than a year from the date that Juniper purchased
New Wave from Michael Calderhead and installed the Calderheads as New Wave
executives, New Wave had gone from being a growing, profitable business to a
business on the verge of financial collapse.
 
 On
Tuesday, May 22, 2007, Juniper terminated James Calderhead for
cause.  Some, although not all, of the grounds for James Calderhead’s
termination are set forth above and in a termination letter dated.
 
 Juniper
seeks injunctions restraining the Calderheads from, among other things,
competing with Juniper and New Wave, as well as compensatory damages in the
amount believed to be  $10,000,000, punitive damages in the amount of
$5,000,000 and attorneys fees, costs and expenses.  On September 29,
2007, the Court issued a preliminary injunction against Michael Calderhead
enjoining him from disclosing Juniper/New Wave’s customer list and from
soliciting, directly or indirectly, any of Juniper/New Wave’s existing
customers; denied the Calderheads’ motion to dismiss the complaint; and granted
Juniper’s motion for expedited discovery.
 
 On
October 16, 2007, Michael Calderhead answered the complaint and asserted
counterclaims against Juniper for alleged breaches of, and fraud in connection
with, the stock exchange agreement and for alleged abuse of process in
connection with Juniper’s application for injunctive relief.  Michael
Calderhead seeks compensatory and punitive damages.  On October 16,
2007, James Calderhead answered the complaint and asserted counterclaims against
Juniper for alleged breaches of the employment agreement and for alleged abuse
of process in connection with Juniper’s application for injunctive
relief.  James Calderhead seeks compensatory and punitive
damages.  The Company believes that none of the counterclaims asserted
by the Calderheads have any merit.
 
 The
Company is vigorously prosecuting the claims asserted against the Calderheads
and is vigorously defending the counterclaims asserted by the
Calderheads.  The outcome of this litigation will materially affect
the Company.
 
 
 
 In Re New Wave
Communications, Inc.  A chapter 11 Bankruptcy petition was
filed on November 7, 2008 in the U.S. Bankruptcy Court for the Southern District
of Indiana (Indianapolis) and assigned case #08-13975-JKC-11.  The
petition was voluntarily dismissed at the request of New Wave Communications,
Inc. on March 6, 2009.
 
 Regions Bank vs. New Wave
Communications Inc..  State of Indiana, County of Johnson,
Johnson County Circuit/ Superior Court Case No. 41D010809.  Suit has
been filed seeking enforcement of a promissory note date June 6, 2008 in the
amount of $300,250 and bearing interest at the rate of 7.75%.
 
 On May 8,
2008, U.S. District Court Eastern District of NY Index No. 08 Civ.
1900.   Alan Andrus filed an action entitled Andrus vs Juniper
Group Inc in the United States District Court for the Eastern District of New
York. The
  - 13 -
  complaint, against us, a subsidiary and
Mr. Hreljanovic, asserts claims for fees of $195,000 plus interest for
services rendered. Discovery is ongoing and the Company anticipates it will file
a Motion for Summary Judgement in the coming months while no estimate of the
outcome can be made, the Company believes it has meritorious defenses and will
prevail in this matter.
 
 Item
4. Submission of Matters to a Vote of Security Holders.
 
 Effective May 15, 2008, our Board of
Directors and a majority of our shareholders approved a Certificate of Change to
increase our authorized shares of Common Stock from 750,000,000 shares to 40
billion shares without changing the par value from $0.001.
 
 On June 20, 2008, the board of
directors authorized a 1 for 200 reverse stock split of the common stock of the
Company.  The resolution and amendment was made effective as of July
14, 2008 and decreased the number of outstanding shares from 2,218,784,070 to
11,093,920 and reduced the number of authorized shares to 200
million..
 
 On August 15, 2008, a majority of our
shareholders approved an amendment to our Articles of Incorporation to increase
in our authorized shares of our Common Stock from 200 million to five billion
shares without changing the par value from $.001.  The amendment was
filed and became effective December 23, 2008.
 
 The forgoing actions were taken without
a special meeting of shareholders under the authority of Section 78.320 of the
Nevada Business Corporation Act.  This statute provides that any
action required to be taken at a meeting of the stockholders may be taken
without a meeting if a written consent thereto is signed by stockholders holding
at least a majority of the voting power required for such an action at a
meeting.
 
 The
holders of shares representing 87% of the voting power of the Company executed
written consent giving our board the authority to amend the Company's Articles
of Incorporation to increase the authorized common stock of the Company from 200
million to 5 billion shares.  Notice of the action was provided to
shareholders prior to the effective date of the action. The elimination of the
need for a special meeting of the shareholders to approve the Increase is
authorized by Section 78.320 of the Nevada Revised Statutes, (the "Nevada
Law").  This Section provides that the written consent of the holders
of outstanding  shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize
or  take the action at  a meeting at which all shares
entitled to vote on a matter were present and voted, may be substituted for the
special meeting. According to Section 78.390 of the Nevada Law, a majority of
the outstanding shares of voting capital stock entitled to vote on the matter is
required in order to amend the Company's Articles of Incorporation. In order to
eliminate the costs and management time involved in holding a special meeting
and in order to effect the Increase as early as possible in order to accomplish
the purposes of the Company, the Board of Directors of the Company voted to
utilize the written consent of the majority shareholders of the
Company.
 
 
 On September 24, 2008, the Board of
Directors adopted new Bylaws.
 
 PART
II
 
 Item
5. Market for the Registrant’s Common Equity and Related Stockholder Matters and
Issuer Purchases of Equity Securities.
 
 Market
Prices, Number of Shareholders and Dividends
 
 The
Company's 12% Convertible Redeemable Preferred Stock ("Preferred Stock") is
traded on the OTCBB. The following constitutes the high and low sales prices for
the common stock as reported by OTCBB for each of the quarters of 2007, 2008 and
2009, respectively. The quotations shown below reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions, after giving effect to a one for two hundred reverse stock split
on July 18, 2008.
 
 Fiscal
      Year
                Quarter
                High
                Low2009
                First
      quarter ended March 31, 2009
                $0.0004
                $0.00032008
                First
      quarter ended March 31, 2008
                $0.0800
                $0.0600Second
      quarter ended June 30, 2008
                $0.0200
                $0.0200Third
      quarter ended September 30, 2008
                $0.0008
                $0.0008Fourth
      quarter ended December 31, 2008
                $0.0015
                $0.00152007
                First
      quarter ended March 31, 2007
                $8.0000
                $4.2000Second
      quarter ended June 30, 2007
                $7.0000
                $0.0070Third
      quarter ended September 30, 2007
                $2.0000
                $0.0009Fourth
      quarter ended December 31, 2007
                $0.4800
                $0.0007
 Convertible
Preferred Stock
 
 The
Articles of Incorporation of the Company authorized the issuance of 375,000
shares of 12% non voting convertible redeemable preferred stock at $0.10 par
value per share and up to 500,000 shares of “blank check” preferred stock, from
time to time in one or more series.  Such shares upon issuance will be
subject to the limitations contained in the Articles of Incorporation and any
limitations prescribed by law to establish and designate any such series and to
fix the number of shares and the relative rights, voting rights and terms of
redemption and liquidation preferences.
 
 In 2006,
135,000 of the blank check amount were allocated to the Series B Preferred Stock
and 300,000 shares were allocated to the Series C Preferred Stock.  In
2006, the total Preferred Shares authorized were increased to 10 million shares.
On February 5, 2007, 6.5 million shares were allocated to the Series D Preferred
Stock.  There were 2.69 million shares of blank check preferred
remaining at December 31, 2008.
 
 (1) 12%
CONVERTIBLE NON -VOTING 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. As of December 31, 2007, 25,357 shares
of the Non-Voting Preferred Stock were outstanding.
 
 On
February 2, 2008, the Board of Directors authorized the issuance of shares of
the Company’s common stock or cash, which shall be at the discretion of the
Chief Executive Officer in order to pay the accrued preferred stock dividends.
Accrued and unpaid dividends at December 31, 2008, were $41,068. Dividends will
accumulate until such time as earned surplus is available to pay a cash dividend
or until a post effective amendment to the Company’s registration statement
covering a certain number of common shares reserved for the payment of Preferred
Stock dividends is filed and declared effective, or if such number of common
shares are insufficient to pay cumulative dividends, then until additional
common shares are registered with the Securities and Exchange Commission
(SEC).
 
 The
Company’s Preferred Stock is redeemable, at the option of the Company, at any
time on not less than 30 days’ written or published notice to the Preferred
Stockholders of record, at a price $2.00 per share (plus all accrued and unpaid
dividends). The holders of the Preferred Stock have the opportunity to convert
shares of Preferred Stock into Common Stock during the notice period. The
Company does not have nor does it intend to establish a sinking fund for the
redemption of the Preferred Stock.  As adjusted, the outstanding
shares of Preferred Stock would currently be converted into fifteen shares of
Common Stock.
 
 
 
 (2)
SERIES B VOTING CONVERTIBLE PREFERRED STOCK
 
 The
Company filed a Certificate of Designation of Series B Convertible Preferred
Stock on January 4, 2006, pursuant to which the Company authorized for issuance
135,000 shares of Series B Preferred Stock, par value $0.10 per share, which
shares are convertible after the earlier of (i) forty-five days after the
conversion of the 8% callable secured convertible notes issued in our recent
financing, or (ii) 12 months after the registration statement filed on February
14, 2006 is declared effective, at a conversion price equal to the volume
weighted average price of our common stock, as reported by Bloomberg, during the
ten consecutive trading days preceding the conversion date. The holders of the
Series B Preferred Stock shall have the right to vote together with the holders
of the Corporation’s Common Stock, on
  - 14 -
  a 30
votes per share basis (and not as a separate class) on all matters presented to
the holders of the Common Stock. The foregoing holders were existing investors
before they did the exchange.
 
 Shares of Series B Preferred Stock are
convertible into shares of common stock of the Company at a conversion price
which is equal to 50% of the closing bid price of the Company’s common
stock.
 
  (3)
SERIES C VOTING CONVERTIBLE PREFERRED STOCK
 
 The
Company filed a Certificate of Designation of Series C Convertible Preferred
Stock on March 23, 2006, pursuant to which the Company authorized for issuance
300,000 shares of Series C Preferred Stock, par value $0.10 per share, which
shares are convertible after (i) the market price of the Common Stock is above
$1.00 per share; (ii) the Company’s Common Stock is trading on the OTCBB market
or the AMEX; (iii) the Company is in good standing; (iv) the Company must have
more than 500 stockholders; (v) the Company must have annual revenue of at least
four million dollars; (vi) the Company has at least $100,000 EBITA for the
fiscal year preceding the conversion request. The holders of the Series C
Preferred Stock shall have the right to vote together with the holders of the
Corporation’s Common Stock, on a 30 votes per share basis (and not as a separate
class), on matters presented to the holders of the Common
Stock.  220,000 shares of Series C preferred stock has been issued on
February 14, 2008 to the Company’s President.
 
 (4)
NON-CONVERTIBLE SERIES D VOTING PREFERRED STOCK
 
 The
Company filed a Certificate of Designation of Series D Preferred Stock on
February 5, 2007 and a Certificate of Change of Number of Authorized Shares and
Par Value of Series D Preferred Stock on March 26, 2007, pursuant to which the
Company authorized for issuance 6,500,000 of shares of Series D Preferred Stock,
par value $0.001 per share.   Holders of the Series D Preferred
Stock have the right to vote together with holders of the Company’s Common
Stock, on a 60-votes-per-share basis (and not as a separate class), on all
matters presented to the holders of the Common Stock.  The shares of
Series D Preferred Stock are not convertible into Common Stock of the
Company.  6,500,000 shares Series D Preferred Stock has been issued to
the Company’s President.
 
 According
to the Company’s corporate charter, 10,000,000 shares of preferred stock have
been authorized for issuance.  As of December 31, 2008, 7,310,000 have
been designated for the Company’s four classes of preferred stock.
 
 We have
approximately 273 shareholders of record and an unknown number that hold shares
in street name.
 
 No
dividends have been declared since December 31, 2008. We presently intend to
retain any earnings to fund development of our business. Decisions concerning
dividend payments in the future will depend on income and cash requirements.
Holders of common stock are entitled to receive such dividends as may be
declared by our board of directors. There are no contractual restrictions on our
ability to pay dividends to our shareholders, except as set forth in Item
13.Certain Relationships and
Related Transactions and Director Independence – Securities Purchase
Agreements.
 
 Securities
authorized for issuance under equity compensation plans.
 
 The
following is provided with respect to compensation plans (including individual
compensation arrangements) under which equity securities are authorized for
issuance as of December 31, 2008.
 
 Equity
Compensation Plan Information
 
 Plan
      category
                Number of securities to be issued upon exercise of
      outstanding options, warrants and rights
                  (a)
                Weighted-average exercise price of outstanding options,
      warrants and
      rights
                  (b)
                Number of securities
      remaining available
      for future
      issuance under equity compensation
      plans (excluding
      securities reflected
      in column
      (a))
                  (c)Equity
      compensation plans approved by security holders
                -0-
                N/A
                N/AEquity
      compensation plans not approved by security holders
                11,273(1)
                $119.38
                549(1)Total
                11,273
                $
      119.38
                549
 
 (1)           Represents   options
issued and outstanding under the 2004 Consultant Stock Plan, (after giving
effect to a one for two hundred reverse stock split on July 18, 2008) described
in Item 11. – Executive
Compensation –  Equity Compensation Plan
Information.
 
 On December 19, 2008, we adopted the
2009-1 Stock Award plan that provides for the issuance of 40,000,000 shares of
Common Stock.  All 40,000,000 issued during the first quarter of 2009
for legal services valued at $32,000.  Accordingly, there are no
shares available for future issuance under the 2009-1 Stock Award
Plan.
 
 Recent
Sales of Unregistered Securities
 
 In fiscal
2008 we issued 226,735,400 shares of common stock in connection with the
conversion of Callable Secured Convertible Notes held by an investor
group.  We also sold $385,000 in Callable Secured Convertible Notes
and 215,005,000 warrants to these investors and during 2008. In the first
quarter of 2009, we sold $50,000 in additional convertible debentures in the
transactions described in Item 13.Certain Relationships and Related
Transactions and Director Independence – Securities Purchase
Agreements.
 
 
 We relied
on the exemptions form registration afforded by Section 4(2) of the Securities
Act of 1933 and Rule 506 of Regulation D of the General Rules and Regulations
thereunder for the sale of the convertible notes and warrants to investors and
the issue of shares upon conversion of convertible notes, debentures and
preferred stock. We complied with the manner of sale, access to information and
investor accreditation requirements of such exemptions.
 
 Item
6. Selected Financial Data.
 
 Not
Applicable.
 
 Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation.
 
 Plan
of Operation for 2009
 
 During
fiscal years 2008 and 2007 and the first quarter of 2009, our operating
activities have not resulted in a positive cash flow due to operating
losses.  During this time, we have relied on borrowings from an
investment group.  We will continue to require financing from external
sources this fiscal year in order to be able to continue in operation as a going
concern and to pay for our operating activities.
 
 We intend to finance new contracts
through accounts receivable financing.
 
 As of
March 31, 2009, the investment group has converted to stock approximately
$111,000 of the notes. The aggregate outstanding principal amount of the
remaining convertible notes was approximately $2,274,000  as of that
date. We believe without assurance that the investment group will continue to
convert the notes to stock. However, the rate of conversion has been minimal as
a result of the decrease in our stock price, to which the rate of conversion is
tied. It is unlikely that all of the remaining debt will be converted when it
begins to become due.
 
 As a
result of our inability to achieve a critical mass of customers to establish a
stable niche in our business, generate a profit, achieve a positive cash flow,
and obtain additional financing, we are in a vulnerable financial condition.
Additional liquidity and capital resources will be necessary to defray our
ongoing expenses that have risen significantly, while revenue decreased in 2008
and for the year to date.  Our independent public accountants report
that the we have suffered recurring losses from operations that raises
substantial doubt about our ability to continue as a going
concern.  Our plan of operation for the remainder of fiscal 2009 is to
obtain additional debt and equity financing, complete the reorganization of our
operating subsidiaries, and to expand operations by obtaining
additional
  - 15 -
  contract
revenue and reducing operating costs and expenses.  There can be no
assurance that during this attempted turnaround we can implement our business
plan, achieve profitability and generate a profit or positive cash
flow.
 
 Financial
condition at December 31, 2008 and 2007
 
 December 31,2008. Accumulated deficit
was approximately $93.4 million and we had a working capital deficiency of $3,8
million.  The principal source of liquidity in 2008 included net
proceeds of $755,000 from the sale of convertible notes.
 
 December 31, 2007.Accumulated deficit was approximately $38.4 million and working capital
deficiency was $3,089,593. Principal sources of liquidity in 2007 included net
proceeds of $1,260,000 from the sale of convertible notes.
 
 Results
of operation –Fiscal Years ended December 31, 2008 and 2007
 
 Revenue
decreased to $632,738 in 2008 compared to $1,896,297in 2007. The decrease in
revenue was primarily due to completion of existing customer contracts and a
decrease in new contract awards during the bankruptcy reorganization our
principal operating subsidiary.
 
 General
and administrative expenses decreased to $1,520,742 in 2008 compared to
$2,698,667 in 2007 as result of a decrease in payroll expense.
 
 We
incurred an amortization of debt discount of $964,861 in 2008 compared to
$385,947 in 2007.  This increase was primarily due to the increase in
debt.  Accordingly, net losses increased to $54,545,647 in 2008 from
$9,830,059 in 2007 the increase resulting from the recognizing $51,940,864 in
loss on the adjustment of derivative and warrant liabilities to fair value in
2008.
 
 Interest
expense increased to $314,053 in 2008 compared to $176,323 in 2007. This
increase was primarily due to the issuance of additional convertible notes and
an increase in the interest rate on outstanding debt.
 
 We
recognized a loss on derivatives of $51,940,864 in 2008 compared to a loss of
$6,497,666 in 2007.  The variance was due to a decrease in the
estimated market value of the derivative instrument resulting mainly from the
decrease in the price of our stock on which the estimated market value is
based.
 
 Net loss
increased to $54,545,647 in 2008 from $9,830,059 as a result of these
items.
 
 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
 
 Not
applicable.
 
 Item
8. Financial Statements and Supplementary Data.
 
 The response to this item follows Item 15.
  - 16 -
  Item
9. Changes in and Disagreements with Accountants on Financial Statement
Disclosure.
 
 None.
 
 Item
9A. Controls and Procedures.
 
 Evaluation
of Disclosure Controls and Procedures
 
 Our
management, principally Mr. Hreljanovic, our chief executive and chief financial
officer, evaluated the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report.  Based on that
evaluation, our management concluded that our disclosure controls and procedures
as of the end of the period covered by this report were effective to ensure that
the information required to be disclosed by us in the reports we file under the
Securities Exchange Act of 1934, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms and that information is
accumulated and communicated to our management, including our principal;
executive and principal financial officers, to allow timely decisions regarding
required disclosure.
 
 Management’s
Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting. The framework on which management’s
evaluation of our internal control over financial reporting is based is
described in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). Management has not
identified any material weakness in our internal control over financial
reporting.  Management concluded that our internal control over
financial reporting as of the end of the period covered by this report was
effective except as follows:
 
 (a)
              As
      a result of the cessation of the operations at our main subsidiary, during
      the year, all of that  subsidiary’s records were seized by
      creditors and many of these records remain
  unavailable.
 (b)
              Our
      chief Executive Officer is also our Chief financial Officer and as a
      result, checks and balances are not always employed in all our operating
      processes.
 
 There
were no changes in the issuer’s internal control over financial reporting during
our fourth fiscal quarter that materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
 
 This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
 
 The
Company is currently designing procedures to, on a continuing basis, test and
validate the quality of our internal controls.  Management will take
measures at the end of each quarter in 2009 to review our procedures carefully
for errors and adjustments, if needed.
 
 We review
each account balance for all subsidiaries in the consolidation, after we have
completed recording all transactions and adjusting balances.  This is
done to verify that the accounts reflect the correct balance and that required
adjustments have been made.  We are working to improve and maintain
the quality of our controls over financial reporting.
 
 Item
9(B). Other Information.
 
 Subsequent
events:
 
 On May
11, 2009 the Company entered into an financing agreement for Convertible
Promissory Notes in the amount of $825,000 in exchange for the delivery to the
Company of a Secured & Collateralized Promissory Notes in the amount of
$750,000. The Company has received $50,000 toward satisfaction of this note as
of this date.
 
 The
Convertible Promissory Note matures three years from the effective date and
bears a one time interest equal to 12% and the obligation is convertible into
the voting common stock of the Company at a conversion rate based on 70% of the
lowest trade price in the 20 trading days previous to the
conversion.  Any conversions by the Holder of these note is limited to
the Holder remaining under 4.99% ownership of the outstanding voting common
stock of the Company.  By the terms of this note prepayment is not
permitted unless approved by the lender.
 
 The
Secured & Collateralized Promissory Notes mature three years from the
effective date and bear a one time interest charge of 13.2% and are secured by
securities in the amount of 750,000.
 
  - 17 -
  
 
 
 -
  
 
 PART
III
 
 Item
10. Directors and Executive Officers; Corporate Governance
 
 Name
                Age
                PositionsVlado
      P. Hreljanovic
                61
                Director,
      Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
      President, Treasurer and SecretaryBarry
      S. Huston
                63
                Director
 Our Board
of Directors is comprised of two directors of one class. Each director is
elected to hold office until the next annual meeting of shareholders and until
his successor has been elected and qualified. The following is a brief
description of the background and experience of our director and
officer.
 
 Vlado P. Hreljanovic has been
Chairman of the Board, Director, Chief Executive Officer, Chief Financial
Officer, President, Treasurer, and Secretary since 1987. From 1980 through 1986,
he was an independent producer of full-length feature films, including Just
Before Dawn.  From 1976 through 1979, Mr. Hreljanovic was
controller of Master Eagle, Inc., a wholly owned subsidiary of Unimax, Inc.,
formerly a publicly traded company. Prior thereto, he was  with Peat
Marwick Mitchell & Co., now KPMG, a worldwide accounting, tax and advisory
services firm.  Mr. Hreljanovic received his bachelor of science from
Fordham University in 1970. He also owns and controls as sole owner, director
and officer, Entertainment Marketing, Inc., a New York corporation.
 
 Barry
S. Huston a director since 2000, has been a practicing attorney for
thirty-seven years specializing in complex personal injury and wrongful death
litigation, including construction and workplace accidents, motor vehicle
accidents, products liability, premises and municipal liability, medical
malpractice, toxic/environmental torts, and aviation disasters.  He is
of counsel to The Perecman Firm, a New York, New York personal injury law
firm.  Prior thereto, he was a senior partner with his own law firm.
Some of his most notable cases involve pharmaceutical products such as pHisoHex
containing the neurotoxin hexachlorophine and a dietary supplement containing
ephedra, litigation resulting from the Pan Am Flight 103 air disaster, and a
settlement of $15.7 million ($8.5 million present value), which was one of the
largest motor vehicle accident settlements in Massachusetts
history.  Mr. Huston received a Juris Doctor degree in 1972 from
Brooklyn Law School and a bachelor or arts in 1969 from Queens College of the
City of New York.
 
 Committees of the
Board of Directors
 
 Audit Committee.We have no
audit committee of the Board of Directors. We are exempt from the Securities and
Exchange Commission requirements for a separate audit committee.
 
 No Compensation Committee.We
have no compensation committee of the Board of Directors. The entire board acts
as our compensation committee. Transactions between our management and us are
not conducted at arm's-length. These include their compensation arrangements set
forth in Item 11. Executive
Compensation and the transactions set forth in Item 13. Certain Relationships and Related
Transactions and Director Independencebelow. Mr. Hreljanovic, without
any independent authorization, review or oversight sets the terms of these
arrangements and transactions. There can be no assurance that the terms thereof
are comparable to those that would be negotiated at arm's-length or otherwise
fair and reasonable, despite the good faith belief of Mr. Hreljanovic that they
are.
 
 Meetings of
Directors
 
 There
were no formal meetings of the Board of Directors and no formal meeting of
committees thereof in fiscal 2008. [Need set of signed board resolutions for
2008]  The board acted by unanimous consent 10 times. We have adopted
a policy that all directors must attend the annual meeting of directors
following the shareholders meeting and two-thirds of all other meetings of
directors.
 
 Codes
of Ethics
  - 18 -
  During
2009, we adopted a Code of Business Conduct and Ethics that addresses, among
other things, conflicts of interest, corporate opportunities, confidentiality,
fair dealing, protection and use of company assets, compliance with laws
(including insider trading laws), and reporting of unethical behavior. The Code
of Ethics is applicable to our directors, officers and all
employees.
 
 In
addition, we have adopted a Finance Code of Ethics that requires honest and
ethical business conduct, full, accurate and timely financial disclosures,
compliance with all laws, rules and regulations governing our business, and
prompt internal reporting of any violations of the code. The Finance Code of
Ethics is applicable to our Chief Executive Officer, Chief Financial Officer,
Controller  and all finance employees(. We intend to satisfy the
disclosure requirements under Item 10 of Form 8-K regarding any amendment to or
waiver of the Code of Ethics with respect to our Chief Executive Officer, Chief
Financial Officer, Controller, and persons performing similar functions, by
posting such information on our website.
 
 Compliance with
Section 16(a) of the Exchange Act
 
 The
following table sets forth reports required by Section 16(a) including Forms 3,
4 and 5 that our directors and executive officers failed to file on a timely
basis, during the most recent fiscal year and the year to date.
 Name
                Form
      3
                Form
      4
                Form
      5
                TotalVlado
      P. Hreljanovic
                0
                0
                0
                0Barry
      S. Huston
                0
                0
                0
                0Total
      reports
                0
                0
                0
                0
 
 Item
11. Executive Compensation.
 
 Summary
Compensation Table
 
 The
following table sets forth certain information about the compensation paid to
management during the 2007 and 2008 fiscal years:
 Name
      and Principal Position
                Year
                Salary
                  ($)
                Bonus
                  ($)
                Stock
      Awards
                  ($)
                Option
      Awards
                  ($)
                Non-Equity
      Incentive Plan Compensation
                  ($)
                Change
      in Pension Value and Nonqualified Deferred Compensation
      Earnings
                  ($)
                All
      Other Compensation
                  ($)
                Total
                  ($)Vlado
      P. Hreljanovic
                2008
                $235,514(1)
                $----0
                $---0—
                $--0—
                $--0
      —
                $-----0   —
                $-35,2162)
                $270,730Director,
      Chief Executive Officer, Chief Financial Officer, President and
      Treasurer(1)
                2007
                219,883(1)
                0
                0
                0
                0
                0
                39,051(3)
                258,934
 –
 (1)           A
portion of Mr. Hreljanovic’s salary in 2008 and 2007, $226,283 and $179,298
respectively, is accrued and has not been paid.
 
 (2)           Other
compensation for Mr. Hreljanovic in 2008 was primarily comprised of automobile
lease payments and insurance premium of  $24,192 and health and life
insurance premium of $11,024.
 
 (3)
              Other
      compensation for Mr. Hreljanovic in 2007 was primarily comprised of
      automobile lease payments and insurance premium of  $22,460 and
      health and life insurance premium of
$16,951.
  - 19 -
  Equity
Compensation Plan Information
 
 In 2004,
the Board of Directors adopted the 2004 Consultant Stock Plan to provide
incentive compensation to employees, directors, officers and others who serve
us. The plan provides for issuing of up to 2,000,000 shares of Common Stock or
options to purchase Common Stock to our personnel on such terms as the directors
may determine.  As of Aril 9, 2009 , we had issued 1,939,984 and the
remaining outstanding options of  60,016 have expired.
 
 On
December 19, 2008, the Board of Directors adopted the 2009-1 Stock Award Plan
(the " Plan") to provide incentive compensation to employees, directors,
officers and others who serve us. The Plan provides for the granting of up to
40,000,000 shares of Common Stock to our personnel on such terms as the
directors may determine.  The directors may amend the
Plan.  As of the date hereof, we have granted stock awards for all
40,0000,000 shares for legal services valued at $32,000_.
 
 Option
Issues to Management
 
 There
were no options issued to management during 2008.  Outstanding options
held by management at the end of 2008 and 2007 were as follows:
 
 OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END
  Option Awards(1)
                Stock Awards(7)Name
                Year
                Number of
      Securities Underlying Unexercised Options
    (#) Exercisable
                Number
      of Securities Underlying Unexercised Options
      (#) Unexercisable
                Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
                  (#)
                Option
      Exercise Price
                  ($)
                Option
      Expiration Date
                Number
      of Shares or Units of Stock That Have Not Vested
                  (#)
                Market
      Value of Shares or Units of Stock That Have Not Vested
                  ($)
                Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other
      Rights That Have Not Vested (#)
                Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares,
      Units or Other Rights That Have Not Vested ($)Vlado
      P. Hreljanovic
                2008
                500,000(1)
                —
                —
                ______
                2/1/09
                —
                —
                —
                —2007
                500,000(1)
                —
                —
                ______
                2/1/09Barry
      S. Huston
                2008
                150,000(2)
                
                
                
                2/1/092007
                150,000(2)
                
                
                
                2/1/09James
      A. Calderhead
                2008
                300,000(3)
                —
                —
                _____
                2/7/10
                —
                —
                —
                —2007
                300,000(3)
                —
                —
                ______
                2/7/10
 _____
 
 (1)           The
options were granted to Mr. Hreljanovic on February 2, 2004 under the 2003
Equity Incentive Plan.
 
 (2)           The
options were granted to Mr. Huston on February 2 , 2004 under the 2003 Equity
Incentive Plan.
 
 (3)           The
options were granted to Mr. Calderhead on February 7, 2005, under the 2003
Equity Incentive Plan and rescinded at the termination of his employment
agreement in May 2007( see Litigation section).
 
 Employment
and Other Compensation-Related Agreements with Management
 
 Mr.
Hreljanovic has an Employment Agreement with the Company, which expired on
August 31, 2008, and that provides for his employment as President and Chief
Executive Officer at an annual salary and the Board of Directors, have
authorized a an extension of his employment agreement expiring on August 31,
2009 adjusted annually for the CPI Index and for the reimbursement of certain
expenses and insurance. Based on the foregoing formula, Mr. Hreljanovic's base
salary in 2008 was scheduled to be approximately $235,514. Additionally, the
employment agreement provides that Mr. Hreljanovic may receive shares of the
Company’s common stock as consideration for services rendered to the Company.
Due to a working capital deficit, Mr. Hreljanovic received in gross of $9,200
and the balance due of $226,300 was accrued and not paid.
 
 Under the
terms of this extended employment agreement, our Chief Executive Officer is
entitled to receive a cash bonus of a percentage of our pre-tax profits if our
pre-tax profit exceeds $100,000.
 
 Mr.
Hreljanovic has accrued salary of approximately $686,000 at December 31,
2008.   Mr. Hreljanovic incorporated Tower West Communications,
Inc. a California corporation, organized on January 2009 ( Tower) and paid all
fees associated with its creation.
  - 20 -
  .
Juniper  Services, Inc. owns a 100% interest in Tower subject to a
first position security interest held by Mr. Hreljanovic. Mr.
Hreljanovic’s  security interest in Tower extinguishes upon payment in
full of all compensation owed him.
 
 Additionally,
if the employment agreement is terminated early by us after a change in control
(as defined by the agreement), the officer is entitled to his accrued and not
paid salary and to a lump sum cash payment equal to approximately three times
his current base salary.
 
 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Ma
 The
following table sets forth information, as of May 1, 2009, with respect to the
beneficial ownership of our common stock by each person known to be the
beneficial owner of more than five percent of the outstanding common stock, and
by our director and executive officer, individually and as a group.
 
 Name
      and Address
                Numbers
      of Shares Beneficially Owned
                %Vlado
      P. Hreljanovic
                  60
      Cutter Mill Road, Suite 611
                  Great
      Neck, New York 11021
                396,607,119
      (1)
                22.8%Barry
      S. Huston
                  20
      Melby Lane
                  East
      Hills, New York 11576
                
                0.00%Directors
      and Executive Officer as a Group
                  (Two
      persons)
                
                22.8%
 ––––
 (1)           Includes
6,500,000 shares of Voting Non-Convertible Redeemable Series D Preferred Stock,
$.001 par value, that have 60 votes per share, an aggregate of 390,000,000
votes, 220,000 shares of Voting Convertible Redeemable Series C Preferred Stock
that have 30 votes per share, an aggregate of 6,600,000 votes, and an aggregate
of 7,119 shares of Common Stock owned by Mr. Hreljanovic’s
children.
 
 Item
13. Certain Relationships and Related Transactions and Director
Independence.
 
 Transactions
with Directors, Officers and Principal Shareholders
 
 Beginning in 2006, Mr. Hreljanovic made
cash advances to us for working capital. These advances are due on demand, bear
no interest and are unsecured.  From time to time, we have repaid Mr.
Hreljanovic a portion of these advances.  Giving effect to these
repayments, the balance due to Mr. Hreljanovic was approximately $686,000 at the
end of 2008.  We believe that the terms of these loans are
commercially reasonable and no less favorable to us than we could have obtained
from an unaffiliated third party on an arm's length basis.
 
 The
Company paid rent under a sublease during 2008 and 2007 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, 2007 and 2006 was approximately $53,000
and $60,000 respectively. The master lease and the Company’s lease on this space
expires on November 30, 2016.
 
 
 
 
 Securities
Purchase Agreements
 
 A 7%
Convertible Note matured in May 2007 and is currently classified in Current
Notes Payable.  The Company is in default in the amount of
$50,000.
 
 2005-2009
Securities Purchase Agreements
 
 On
December 28, 2005, we entered into a financing arrangement involving the sale of
an aggregate of $1,000,000 principal amount of callable secured convertible
notes and stock purchase warrants to buy 1,000,000 shares of our common
stock.  On December 28, 2005 we closed on $500,000 of principal and
500,000 of stock purchase warrants.  The balance of the financing was
closed on May 18, 2007.  On March 14, 2006, we entered into a
financing arrangement involving the sale of an additional $300,000 principal
amount of callable secured convertible notes and stock purchase warrants to buy
7,000,000 shares of our common stock, and on September 13, 2007, we entered into
a financing arrangement involving the sale of an additional $600,000 principal
amount of callable secured convertible notes and stock purchase warrants to buy
20,000,000 shares of our common stock.  As part of the September 2007
financing, our Chief Executive Officer was required to personally guarantee the
notes and the discount rate on the market value of our stock used for conversion
calculations was reduced from 50% to 35%. The callable
  - 21 -
  secured
convertible notes are due and payable, with 8% interest, unless sooner converted
into shares of our common stock. On December 26, 2007, we entered into a
financing arrangement involving the sale of an additional $100,000 principal
amount of callable secured convertible notes and stock purchase warrants to buy
1,000,000 shares of our common stock.  On March 14, 2008 we entered
into a financing agreement involving the sale of an additional $50,000 principal
amount of callable Secured Notes and Stock Purchase Warrants to buy 500,000
shares of common stock. On June 20, 2008, we entered into a financing agreement
involving the sale of additional $50,000 principal amount of Callable Secured
Notes and Stock Purchase Warrants to buy 500,000 shares of common
stock.  On July 29, 2008, we entered into a financing agreement
involving the sale of additional $75,000 principal amount of Callable Secured
Notes and Stock Purchase Warrants to buy 35,000,000 shares of common stock, and
the interest rate on all of the Callable Secured Notes increased to
12%.  On September 24, 2008, we entered into a financing agreement
involving the sale of additional $70,000 principal amount of Callable Secured
Notes and Stock Purchase Warrants to buy 50,000,000 shares of common
stock.   On November 5, 2008, we entered into a financing
agreement involving the sale of additional $61,000 principal amount of Callable
Secured Notes and Stock Purchase Warrants to buy 25,000,000 shares of common
stock, and the interest rate on all the Callable Secured Notes increased to 15%
and the discount rate on the market value of our stock used for conversion
calculations was reduced from 35% to
28%.  On  December  3, 2008, we
sold  $4,000 Stock Purchase Warrants to buy 90,000,000 shares of
common stock.   On December 5, 2008, we entered into a financing
agreement involving the sale of additional $75,000 principal amount of Callable
Secured Notes and Stock Purchase Warrants to buy 50,000,000 shares of common
stock, and the interest rate on the Callable Secured Notes at 15% and the
discount rate of 28%.  On March 11, 2009, we entered into a financing
agreement involving the sale of additional $50,000 principal amount of Callable
Secured Notes, and the interest rate on the Callable Secured Notes at 15% and
the discount rate of 28%.    We currently have approximately
$2,400,000 callable secured convertible notes outstanding, after giving effect
to conversions throughout the year, which includes funding received after
September 30, 2008 (see Note-10). On January 31, 2008 and November 10, 2008,
$147,542 and $191,100 respectively, of accrued interest on these notes was
converted to a debenture with similar terms and conditions. In addition, any
event of default such as our failure to repay the principal or interest when
due, our failure to issue shares of common stock upon conversion by the holder,
our failure to timely file a registration statement or have such registration
statement declared effective, breach of any covenant, representation or warranty
in the Securities Purchase Agreement. The registration statement was declared
effective on May 11, 2007.  The conversion price of the notes is
dependent on the publicly traded market price of the Company’s common
stock.  As such, the conversion price may change as the market value
of the Company’s commons stock rises and falls.  While we anticipate
that the full amount of the callable secured convertible notes will be converted
into shares of our common stock, in accordance with the terms of the callable
secured convertible notes, the full conversion of these notes is dependent on
the amount of the Company’s authorized commons stock.   The Company
has filed an Information Statement on September 15, 2008, pursuant to section 14
(c) of the Securities Exchange Act of 1934, as amended, to increase the number
of $0.001 par value authorized common shares from 200,000,000 to 5 billion, and
our preferred stock par value $0.001 to 500 million.  If we are
required to repay the callable secured convertible notes, we would be required
to use our limited working capital and raise additional funds. If we were unable
to repay the notes when required, the note holders could commence legal action
against us and foreclose on all of our assets to recover the amounts due. Any
such action would require us to curtail or cease operations.
 
 On May
11, 2009 the Company entered into an financing agreement for Convertible
Promissory Notes in the amount of $825,000 in exchange for the delivery to the
Company of a Secured & Collateralized Promissory Notes in the amount of
$750,000. The Company has received $50,000 toward satisfaction of this note as
of this date.
 
 The
Convertible Promissory Note matures three years from the effective date and
bears a one time interest equal to 12% and the obligation is convertible into
the voting common stock of the Company at a conversion rate based on 70% of the
lowest trade price in the 20 trading days previous to the
conversion.  Any conversions by the Holder of these note is limited to
the Holder remaining under 4.99% ownership of the outstanding voting common
stock of the Company.  By the terms of this note prepayment is not
permitted unless approved by the lender.
 
 The
Secured & Collateralized Promissory Notes mature three years from the
effective date and bear a one time interest charge of 13.2% and are secured by
securities in the amount of 750,000.
 
 
 
 The
Company filed a Certificate of Change pursuant to NRS 78.209 with the Secretary
of State of Nevada which became effective on July 18, 2008.  The
Certificate of Change effected a 1 for 200 reverse stock split of the Company’s
then outstanding common stock and reduced, the outstanding amount of authorized
shares of common stock to 200,000,000.
 
 Due to
the indeterminate number of shares which might be issued under the embedded
convertible host debt conversion feature of these callable secured convertible
notes, the Company is required to record a liability relating to both the
detachable warrants and embedded convertible feature of the callable secured
convertible notes payable (included in the liabilities as a “derivative
liability”).
 
 The
accompanying financial statements comply with current requirements relating to
warrants and embedded derivatives as described in FAS 133 as
follows:
  - 22 -
  
 a.
              The
      Company treats the full fair market value of the derivative and warrant
      liability on the convertible secured debentures as a discount on the
      debentures (limited to their face value). The excess, if any, is recorded
      as an increase in the derivative liability and warrant liability with a
      corresponding increase in loss on adjustment of the derivative and warrant
      liability to fair value.
 
 b.
              Subsequent
      to the initial recording, the change in the fair value of the detachable
      warrants, determined under the Black-Scholes option pricing formula and
      the change in the fair value of the embedded derivative (utilizing the
      Black-Scholes option pricing formula) in the conversion feature of the
      convertible debentures are recorded as adjustments to the liabilities as
      of each balance sheet date with a corresponding change in Loss on
      adjustment of the derivative and warrant liability to fair
      value.
 
 c.
              The
      expense relating to the change in the fair value of the Company’s stock
      reflected in the change in the fair value of the warrants and derivatives
      (noted above) is included in other income in the accompanying consolidated
      statements of operations.
 
 
 
 Provisions
of the Transaction Agreements
 
 The
Investors will be entitled to exercise the Warrants on a cashless basis if the
shares of common stock underlying the Warrants are not then registered pursuant
to an effective registration statement. In the event that an Investor exercises
the Warrants on a cashless basis, then we will not receive any proceeds. In
addition, the exercise price of the Warrants will be adjusted in the event we
issue common stock at a price below market, with the exception of any securities
issued as of the date of the Warrant or issued in connection with the
Convertible Notes issued pursuant to the Securities Purchase Agreements. Upon
the issuance of shares of common stock below the market price, the exercise
price of the Warrants will be reduced accordingly. The market price is
determined by averaging the last reported sale prices for our shares of common
stock for the five trading days immediately preceding such issuance as set forth
on our principal trading market. The exercise price shall be determined by
multiplying the exercise price in effect immediately prior to the dilutive
issuance by a fraction. The numerator of the fraction is equal to the sum of the
number of shares outstanding immediately prior to the offering plus the quotient
of the amount of consideration received by us in connection with the issuance
divided by the market price in effect immediately prior to the issuance. The
denominator of such issuance shall be equal to the number of shares outstanding
after the dilutive issuance.
 
 In
addition, the conversion price of the Convertible Notes and the exercise price
of the Warrants will be adjusted in the event that we issue common stock at a
price below the fixed conversion price or below market price, with the exception
of any securities issued in connection with the Securities Purchase Agreements.
The conversion price of the Convertible Notes and the exercise price of the
Warrants may be adjusted in certain circumstances such as if we pay a stock
dividend, subdivide or combine outstanding shares of common stock into a greater
or lesser number of shares, or take such other actions as would otherwise result
in dilution of the Investors’ positions.
 
 Payment
of the Convertible Notes is secured by all of our assets pursuant to a Security
Agreement and an Intellectual Property Security Agreement.
 
 Pursuant
to a Registration Rights Agreement we agreed to file a registration statement to
register on request by the Investors the shares underlying the Notes and
Warrants. We will be subject to the payment of certain penalties and damages in
the event we do not satisfy our obligations under the Transaction Agreements
including those with respect to registration of the shares underlying the
Convertible Notes and Warrants.
 
 Item
14. Principal Accountant Fees and Services.
 
 The
following table presents fees for professional services rendered by Liebman,
Goldberg and Hymowitz, LLP, and Morgenstern, Svoboda and Baer, CPAs, P.C.,
respectively, to us for 2008 and 2007:
 
 Types
      of Fees
                Year
      Ended
                  December
      31, 2008
                Year
      Ended
                  December
      31, 2007Audit
      Fees
                $38,000
                $37,264Tax
      Fees
                -
                0Other
      Fees
                __
                3,693
 
 To
safeguard the continued independence of the independent auditors, the Board has
adopted a policy that expands our existing policy preventing our independent
auditors from providing services to us that are prohibited under Section 10A(g)
of the Securities Exchange Act of 1934, as amended. This policy also provides
that independent auditors are only permitted to provide
  - 23 -
  services
to the Company that have been pre-approved by the Board of Directors. Pursuant
to the policy, all audit services require advance approval by the directors. All
other services by the independent auditors that fall within certain designated
dollar thresholds, both per engagement as well as annual aggregate, have been
pre-approved under the policy. Different dollar thresholds apply to the three
categories of pre-approved services specified in the policy (Audit Related
services, Tax services and other services). The directors must approve all
services that exceed the dollar thresholds in advance.
 
 On April
8, 2009, Morgenstern, Svoboda & Baer, CPA’s (the “Former Accountant”)
resigned as the independent registered public accounting firm for Juniper Group,
Inc. (the “Company”).
 
 The
reports of the Former Accountant on the financial statements of the Company for
each of the two most recent fiscal years, did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles for the two most recent fiscal years and the
three subsequent interim periods of 2008, except that the Former Accountant’s
opinion in its report on the Company’s financial statements expressed
substantial doubt with respect to the Company’s ability to continue as a going
concern for the last two fiscal years.
 
 During
the Company’s two  recent fiscal years and the subsequent interim
periods through the date of resignation, there were no reportable events as the
term described in Item 304(a)(1)(iv) of Regulation S-B except for the
following:
 
 During
the Company’s two most recent fiscal years and the subsequent interim periods
through the date of resignation, there were no disagreements with the Former
Accountant on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved to
the satisfaction of the Former Accountant, would have caused it to make
reference to the subject matter of the disagreement in connection with its
reports on the financial statements for those periods.
 
 The
Company has requested that the Former Accountant furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements.
 
 On April
10, 2009, Liebman, Goldberg & Hymowitz, LLP (the “New Accountant”)
of  595 Stewart Avenue, Suite 420, Garden City, New York 11530 was
retained as the independent registered public accounting firm for the
Company.
 
 In making
the selection of the New Accountant, the Company’s management and board of
directors reviewed auditor independence issues and the absence of any
pre-existing business or commercial relationship with the New Accountant and
concluded that there are no such relationships that would impair the
independence of the New Accountant.  The board and management of the
Company concluded that the geographical proximity would benefit the Company in
working with the New Accountant and promote the timely completion of work
requested from the New Accountant.
 
 During
the two fiscal years ended December 31, 2006 and December 31, 2007 and through
April 9, 2009, the Company did not consult with Liebman, Goldberg &
Hymowitz, LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) or Regulation S-B.
 
 
 
 
 
 
 PART
IV
 
 Item
15. Exhibits, Financial Statement Schedules.
 
 3.1
                Articles
      of Incorporation, as amended (1),
      Certificate of Change Pursuant to NRS 78.209 filed July 2, 2008,
      Certificate of Change Pursuant to NRS.209 filed July 9, 2008, and
      Certificate of Amendment to Articles of Incorporation for Nevada Profit
      Corporations filed December 19, 2008 (2).3.2
                Bylaws
      (2)4.1
                Form
      of Securities Purchase Agreement, Callable Secured Convertible Note,
      Security Agreement, Intellectual Property Security Agreement, Subsidiary
      Guaranty, Registration Rights Agreement, and Common Stock Purchase Warrant
      signed with or, issued by the Registrant, as the case may be, to the
      Investors (3)4.2
                Certificates
      of Designation for Series A Preferred Stock filed January 4, 2006 and
      Series C Preferred Stock for February 5, 2007 with the Nevada Secretary of
      State (4)4.3
                Certificate
      of Designation for Series B Preferred Stock filed March 23, 2006 with the
      Nevada Secretary of State(8)4.4
                Certificate
      of Designation for Series D Preferred Stock filed February 5, 2007 with
      the Nevada Secretary of State(8)10.1
                Employment
      Agreement between the Registrant and Vlado P. Hreljanovic.(5)10.2
                2003
      Equity Incentive Plan (6)10.4
                2004
      Consultant Stock Plan (7)10.5
                2009-1
      Stock Award Plan (8)14.1
                Code
      of Business Conduct and Ethics (8)14.2
                Finance
      Code of Ethics (8)21.1
                Subsidiaries
      of the Registrant (3)31.1
                Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                Certification
      of Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
                Certification
      of Principal Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
                Certification
      of Principal Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
 _________
 
 (1)
              Incorporated
      by reference to the Registrant’s Registration Statement on Form SB-2/A
      filed on or about May 3, 2007, SEC file Number
  333-31730.
 
 (2)           Filed
herewith.
 
 (3)
              Incorporated
      by reference to the Registrant’s Current Report on Form 8-K filed on or
      about August 1, 2006.
 
 (4)
              Incorporated
      by reference to the Registrant’s Annual Report of Form 10-K SB for the
      year ended December 31, 2005 filed on or about April 17,,
      2006.
  (5)
              Incorporated
      by reference to the Company's Registration Statement on Form SB-2/A filed
      on May 31, 2006.Filed herewith.
   (6)
              Incorporated
      by reference to the Company’s Form S-8 filed July 11,
  2003.
   (7)
              Incorporated
      by reference to the Company’s Form S-8 filed April 6,
  2004.
   (8)
              Filed
      herewith.
  
 
 -
24 -
 
 
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
      
  Page
 
   Report
      of Independent Registered Public Accounting Firms
              F-2Consolidated
      Balance Sheets as of December 31, 2008 and 2007....
              F-3Consolidated
      Statements of Operations for the years ended  December 31, 2008 and
      2007.
              F-4Consolidated
      Statements of Cash Flows for the years ended December 31, 2008 and
      2007.
              F-5Consolidated
      Statements of Shareholders' Deficiency for the years ended December 31,
      2008 and 2007
              F-6Notes
      to Consolidated Financial Statements
              F-8
   
  
 
 
 
 
 
 
 
 
  
  
 
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To The
Board of Directors
 Juniper
Group Inc. and Subsidiaries
 Great
Neck, New York
 
 We have
audited the accompanying consolidated balance sheet of Juniper Group Inc., and
Subsidiaries as of December 31, 2008, and the related consolidated statements of
operations, stockholders’ deficiency and cash flows for the year ended December
31, 2008. These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Juniper Group
Inc. and Subsidiaries as of December 31, 2008, and the consolidated results of
operations and cash flows for the year ended December 31, 2008, in conformity
with accounting principles generally accepted in the United States.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Company has a working capital deficiency
and has suffered recurring losses from operations. These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters also are described in Note 9. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 
 
 Liebman
Goldberg & Hymowitz, LLP
 Garden
City, New York
 
 May 15,
2009
 
 
 
 Report of
Independent Registered Public Accounting Firm
 
 MORGENSTERN,
SVOBODA, & BAER, CPA’s, P.C.
  CERTIFIED
PUBLIC ACCOUNTANTS
 40
Exchange Place, Suite 1820
 New York,
NY 10005
 TEL:
(212) 925-9490
 FAX:
(212) 226-9134
 E-MAIL:
MSBCPAS@GMAIL.COM
 
  Board of
Directors and Stockholders of
 Juniper
Group, Inc.
 
 We have
audited the accompanying consolidated balance sheets of Juniper Group, Inc.
(“Company”) as of December 31, 2007 and 2006 and the related consolidated
statements of operations, consolidated statements of stockholders’ equity, and
cash flows for the years then ended.  The Company’s management is
responsible for these financial statements.  Our responsibility is to
express an opinion on these financial statements based on our
audit.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Juniper Group, Inc. as of December
31, 2007 and 2006, and the results of its operations and its cash flows for the
periods 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 9 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 9.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 
 /s/
Morgenstern, Svoboda & Baer, CPAs, P.C.
 Certified
Public Accountants
 
 New York,
NY
 May 14,
2008
 
 
 
 
 
 
 
 
 
 
 /s/MORGENSTERN,
SVOBODA & BAER, CPA's, P.C.
 
  F - 2
  
 
 
 
 
 
 JUNIPER
      GROUP, INC.AND
      SUBSIDIARY COMPANIESCONSOLIDATED
      BALANCE SHEETSDECEMBER
      31,2008
                  
                  
                  2007ASSETSCurrent
      AssetsCash
                  
                  $
                  7
                  
                  
                  $
                  -Accounts
      receivable-trade (net of allowance)
                  
                  
                  -
                  
                  
                  
                  204,523Costs
      in excess of billings on uncompleted projects
                  
                  
                  -
                  
                  
                  
                  6,712Prepaid
      expenses
                  
                  $
                  24,575
                  
                  
                  $
                  174,81424,582
                  
                  
                  
                  386,049Film
      licenses
                  
                  
                  123,538
                  
                  
                  
                  151,101Property
      and equipment net of accumulated depreciation of  $695,594 and $
      737,167, respectively
                  
                  
                  37,531
                  
                  
                  
                  310,092TOTAL
      ASSETS
                  
                  $
                  185,651
                  
                  
                  $
                  847,242LIABILITIES
      AND SHAREHOLDERS’ DEFICIENCYCurrent
      Liabilities:Bank
      Overdraft
                  
                  $
                  -
                  
                  
                  $
                  108,613Accounts
      payable and accrued expenses
                  
                  
                  1,698,599
                  
                  
                  
                  1,549,344Notes
      payable and capitalized leases - current portion
                  
                  
                  1,395,796
                  
                  
                  
                  1,317,958Preferred
      stock dividend payable
                  
                  
                  41,068
                  
                  
                  
                  34,983Due
      to officer
                  
                  
                  686,128
                  
                  
                  
                  417,735Due
      To shareholders & related parties
                  
                  
                  56,038
                  
                  
                  
                  47,009Total
      current liabilities
                  
                  
                  3,877,629
                  
                  
                  
                  3,475,642Notes
      payable and capitalized leases, less current portion
                  
                  
                  1,488,671
                  
                  
                  
                  709,528Derivative
      liability related to convertible debentures
                  
                  
                  62,033,078
                  
                  
                  
                  9,511,641Warrant
      liability related to convertible debentures
                  
                  
                  360,204
                  
                  
                  
                  20,289Total
      liabilities
                  
                  $
                  67,759,582
                  
                  
                  $
                  13,717,100Shareholders’
      Deficiency12%
      Non-voting convertible redeemable preferred stock: $0.10 par value,
      875,000 shares authorized,  25,357 shares issued and outstanding
      at December 31, 2008 and 2007: aggregate liquidation preference, $50,714
      at December 31, 2008 and 2007
                  
                  
                  2,536
                  
                  
                  
                  2,536Voting
      Convertible Redeemable Series B Preferred Stock $0.10 par value 135,000
      shares authorized, 134,480 shares issued and outstanding
      at  December 31, 2008 and 135,000 shares issued and outstanding
      at  December 31, 2007
                  
                  
                  13,448
                  
                  
                  
                  13,500Voting
      Convertible Redeemable Series C Preferred Stock $0.10 par value 300,000
      shares authorized, 3000,000 shares issued and outstanding at December
      31, 2008 and  80,000 shares issued and outstanding at December 31,
      2007
                  
                  
                  30,000
                  
                  
                  
                  8,000Voting
      Series D Preferred Stock $0.001 par value 6,500,000 authorized, issued and
      outstanding at December 31, 2008 and December 31, 2007
                  
                  
                  6,500
                  
                  
                  
                  6,500Common
      Stock - $0.001 par value, 5,000,000,000 shares authorized, 245,066,337 and
      711,095 issued and outstanding at December 31, 2008 and December 31, 2007,
      respectively
                  
                  
                  245,061
                  
                  
                  
                  711Capital
      contributions in excess of par:Attributed
      to 12% preferred stock non-voting
                  
                  
                  22,606
                  
                  
                  
                  22,606Attributed
      to Series B Preferred Stock voting
                  
                  
                  3,160,013
                  
                  
                  
                  3,172,415Attributed
      to Series C Preferred stock voting
                  
                  
                  22,000
                  
                  
                  
                  22,000Attributed
      to Series D Preferred stock voting
                  
                  
                  -
                  
                  
                  
                  -Attributed
      to common stock
                  
                  
                  22,337,581
                  
                  
                  
                  22,315,362Deficit
                  
                  
                  (93,413,676
                  )
                  
                  
                  (38,433,488
                  )Total
      Shareholders’ deficiency
                  
                  
                  (67,573,931
                  )
                  
                  
                  (12,869,858
                  )
      )Total
      liabilities & shareholders’ deficiency
                  
                  $
                  185,651
                  
                  
                  $
                  847,242
 
 
 The
Accompanying Notes are an Integral Part of the Consolidated Financial
Statements
 
  F-3
     
 
 
 
 JUNIPER
      GROUP, INC.AND
      SUBSIDIARY COMPANIESCONSOLIDATED
      STATEMENTS OF OPERATIONSYEARS
      ENDED DECEMBER 31,2008
                  
                  
                  _
      2007__Revenues:Broadband
      Installation and Wireless Infrastructure Services
                  
                  $
                  625,238
                  
                  
                  $
                  1,875,297Film
      Distribution Services
                  
                  
                  7,500
                  
                  
                  
                  21,000632,738
                  
                  
                  
                  1,896,297Operating
      Costs:Broadband
      Installation and Wireless Infrastructure Services
                  
                  
                  396,717
                  
                  
                  
                  1,621,577Film Distribution Services
                  
                  
                  7,500
                  
                  
                  
                  8,000404,217
                  
                  
                  
                  1,629,577Gross
      Profit
                  
                  
                  228,521
                  
                  
                  
                  266,720Selling,
      general and administrative expenses
                  
                  
                  1,819,243
                  
                  
                  
                  2,698,667Impairment
      of film licenses
                  
                  
                  27,563
                  
                  
                  
                  22,089Interest
      Expense
                  
                  
                  314,053
                  
                  
                  
                  176,323Loss
      on Asset Disposition
                  
                  
                  -
                  
                  
                  
                  -Settlement
      Expense
                  
                  
                  -
                  
                  
                  
                  310,000Loss
      on adjustment of derivative and warrant liabilities to fair
      value
                  
                  
                  52,076,903
                  
                  
                  
                  6,497,666Amortization
      of Debt Discount.
                  
                  
                  964,861
                  
                  
                  
                  385,94755,202,623
                  
                  
                  
                  10,090,693Net
      (loss)
                  
                  $
                  (54,974,102
                  )
                  
                  $
                  (9,823,973
                  )Preferred
      stock dividend
                  
                  
                  (6,086
                  )
                  
                  
                  (6,086
                  )Net
      (loss) available to common stockholders
                  
                  $
                  (54,980,188
                  )
                  
                  $
                  (9,830,059
                  )Weighted
      average number of shares outstanding
                  
                  
                  80,188
                  
                  
                  
                  207,992Basic
      and diluted net (loss) per common share
                  
                  $
                  (6.90
                  )
                  
                  $
                  (47.26
                  )The
      Accompanying Notes are an Integral Part of the Consolidated Financial
      Statements
 
  F-4
     
 
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 YEARS
      ENDED   DECEMBER 31,2008
                  
                  
                  2007Operating
      Activities:Net
      (loss)
                  
                  $
                  (54,980,188
                  )
                  
                  $
                  (9,823,973
                  )Adjustments
      to reconcile net cash provided by operating activities:Bad
      debt
                  
                  
                  
                  
                  
                  
                  1,200Amortization
      of film licenses
                  
                  
                  
                  
                  
                  
                  8,399Amortization
      of debt discount
                  
                  
                  964,861
                  
                  
                  
                  385,947Unrealized
      (gain) loss of derivative liabilities
                  
                  
                  52,076,903
                  
                  
                  
                  6,497,664Depreciation
      and amortization expense
                  
                  
                  87,668
                  
                  
                  
                  114,581Settlement
      Expense
                  
                  
                  -
                  
                  
                  
                  310,000Payment
      of compensation to employees and consultants with equityImpairment
      of film licenses
                  
                  
                  27,563
                  
                  
                  
                  20,673Loss
      (gain) on disposition of assets
                  
                  
                  271,106
                  
                  
                  
                  (15,796
                  )Changes
      in other operating assets and liabilities:Accounts
      receivable
                  
                  
                  204,523
                  
                  
                  
                  410,559Costs
      in excess of billings on uncompleted projects
                  
                  
                  6,712
                  
                  
                  
                  52,447Prepaid
      and other current assets
                  
                  
                  150,232
                  
                  
                  
                  (87,320
                  )Accounts
      payable and accrued expenses
                  
                  
                  465,453
                  
                  
                  
                  125,076Notes
      payable
                  
                  
                  -
                  
                  
                  
                  -Due
      to officers and shareholders
                  
                  
                  277,422
                  
                  
                  
                  377,256Preferred
      stock dividend payable
                  
                  
                  6,085
                  
                  
                  
                  6,086Net
      cash (used in) operating activities
                  
                  $
                  (441,639
                  )
                  
                  $
                  (1,623,287
                  )Investing
      activities:(Purchase)
      of equipment and licenses
                  
                  
                  
                  
                  
                  
                  (51,700
                  )Payment
      for acquisitions net of cash acquired
                  
                  
                  
                  
                  
                  
                  42,720Net
      Cash (used in) investing activities:
                  
                  
                  
                  
                  
                  
                  (8,980
                  )Financing
      Activities:Payment
      of borrowings
                  
                  
                  (146,003
                  )
                  
                  
                  (178,416
                  )Proceeds
      from borrowings
                  
                  
                  696,262
                  
                  
                  
                  1,499,298Proceeds
      from borrowings from officers and shareholders
                  
                  
                  -
                  
                  
                  
                  -Payment
      of borrowings from officers and shareholders
                  
                  
                  -
                  
                  
                  
                  -Net
      cash provided by financing activities:
                  
                  
                  550,259
                  
                  
                  
                  1,320,882Net
      increase (decrease) in cash
                  
                  
                  108,620
                  
                  
                  
                  (311,385
                  )Cash
      at beginning of year
                  
                  
                  (108,613
                  )
                  
                  
                  202,773Cash
      at end of year
                  
                  $
                  7
                  
                  
                  $
                  (108,613
                  )Supplemental
      Interest
                  
                  $
                  201
                  
                  
                  $
                  23,877
 
 
 
  
 The
Accompanying Notes are an Integral Part of the Consolidated Financial
Statements
 
 
 
 
 
 F-5
     
 
 
 JUNIPER
      GROUP, INC.AND
      SUBSIDIARY COMPANIESCONSOLIDATED
      STATEMENTS OF SHAREHOLDERS' DEFICIENCYDecember
      31, 2006
                Conversion
      of Convertible Notes
                Preferred
      Stock Issued
                Conversion
      of Current Liabilities to Preferred Stock
                Conversion
      of Current Liabilities to Common Stock
                Net
      (loss) for the year ended December 31, 2007
                December
      31, 2007PREFERRED
      STOCKConvertible
      Non-Voting:Par
      Value @ $0.10
                $
      2,536
                -
                -
                -
                -
                -
                $
      2,536Capital
      Contributions in Excess of Par
                22,606
                -
                -
                -
                -
                -
                22,606Convertible
      Voting Series B:Par
      Value @ $0.10
                13,500
                -
                -
                -
                -
                -
                13,500Capital
      Contributions in Excess of Par
                3,172,415
                -
                -
                -
                -
                -
                3,172,415Convertible
      Voting Series C:Par
      Value @ $0.10
                -
                -
                -
                8,000
                -
                -
                8,000Capital
      Contributions in Excess of Par
                -
                -
                -
                22,000
                -
                -
                22,000Non-Convertible
      Voting Series D:Par
      Value @ $0.001
                -
                -
                6,500
                -
                -
                -
                6,500Capital
      Contributions in Excess of Par
                -
                -
                -
                -
                -
                -
                -COMMON
      STOCKPar
      Value @ $0.001
                78
                294
                -
                -
                339
                -
                711Capital
      Contributions in Excess of Par
                22,207,376
                66,807
                -
                -
                38,179
                -
                22,315,362(DEFICIT)
                (28,603,429)
                -
                -
                -
                -
                (9,830,059)
                (38,433,488)TOTAL
                $
      (3,181,918)
                67,101
                6,500
                30,000
                38,518
                (9,830,059)
                (12,869,858)
 
 
 The
Accompanying Notes are an Integral Part of the Consolidated Financial
Statements
 
 
 
 F-6
    
  
 JUNIPER
      GROUP, INC.AND
      SUBSIDIARY COMPANIESCONSOLIDATED
      STATEMENTS OF SHAREHOLDERS' DEFICIENCYDecember
      31, 2007
                Reversal
      of Previously Issued Shares
                Conversion
      of Convertible Notes
                Preferred
      Stock Issued
                Conversion
      of Preferred Stock to Common Stock
                Conversion
      of Current Liabilities to Common Stock
                Net
      (loss) for the year ended December 31, 2008
                December
      31, 2008PREFERRED
      STOCKConvertible
      Non-Voting:Par
      Value @ $0.10
                $
      2,536
                
                -
                -
                -
                -
                -
                $
      2,536Capital
      Contributions in Excess of Par
                22,606
                
                -
                -
                -
                -
                -
                22,606Convertible
      Voting Series B:Par
      Value @ $0.10
                13,500
                
                -
                -
                (52)
                -
                -
                13,448Capital
      Contributions in Excess of Par
                3,172,415
                
                -
                -
                (12,402)
                -
                -
                3,160,013Convertible
      Voting Series C:Par
      Value @ $0.10
                8,000
                
                -
                22,000
                
                -
                -
                30,000Capital
      Contributions in Excess of Par
                22,000
                
                -
                -
                
                -
                -
                22,000Non-Convertible
      Voting Series D:Par
      Value @ $0.001
                6,500
                
                -
                
                -
                -
                -
                6,500Capital
      Contributions in Excess of Par
                -
                -
                -
                -
                -
                -
                -
                -COMMON
      STOCKPar
      Value @ $0.001
                711
                (5)
                37,520
                -
                64,308
                142,527
                -
                245,061Capital
      Contributions in Excess of Par
                22,315,362
                (49,995)
                (7,046)
                -
                (51,854)
                131,114
                -
                22,337,581(DEFICIT)
                (38,433,488)
                
                -
                -
                -
                -
                (54,980,188)
                (93,413,676)TOTAL
                (12,869,858)
                (50,000)
                30,474
                22,000
                -
                273,641
                (54,980,188)
                (66,842,026)
 
 
 The
Accompanying Notes are an Integral Part of the Consolidated Financial
Statements
 
 
 
 F-7
  
   JUNIPER
GROUP, INC.
 
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 
 
 NOTE
1. Summary of Significant Accounting Policies
 
 Description
of Business
  Juniper
Group, Inc. is a corporation incorporated in the State of Nevada in 1997. The
Company’s business is composed of two segments: (1) broadband installation and
wireless infrastructure services and (2) film distribution services. Both of
these services are operated through two indirect wholly owned subsidiaries of
the Company, which are subsidiaries of Juniper Entertainment, Inc. our wholly
owned subsidiary.
 
 Broadband
Installation and Wireless Infrastructure Services:
 
 The
Company’s broadband installation and wireless infrastructure operations are
conducted through one wholly owned subsidiary of Juniper Entertainment, Inc. The
Company’s broadband installation and wireless infrastructure operations consist
of wireless and cable broadband installation services on a regional basis by
providing broadband connectivity services for wireless and cable service
providers and over 98% of our revenues are derived from these
operations.
 
 On March
16, 2006, Juniper Services, Inc. (“Services”) completed the acquisition of all
outstanding shares of New Wave Communication, Inc. (New Wave), making it a
wholly owned subsidiary of Services. New Wave was a wireless communications
contractor in the Mid-West, specializing in tower erection, extension,
modifications and maintenance, as well as cellular, wireless broadband and
microwave systems installation. On November 7, 2008, New Wave, filed for
bankruptcy and ceased operations.
 
 In
January, 2009, we formed Tower West, Inc.(“Tower West”), a wholly owned
subsidiary of Services Tower West currently operates on the East Coast by
subcontracting its contracts to local contractors. As a result, it is capable of
sustained work anywhere within the United States. Our current client roster
includes Verizon, Maxton and American Tower. Tower West has added a new
dimension to the fundamentals of Services and will allow Services to leverage
its customer base in creating a wider market space for its base
business.
 
 Services’
direction is to support the increased demand in the deployment and maintenance
of wireless/tower system services with leading telecommunication companies in
providing them with site surveys, tower construction and antenna installation to
tower system integration, hardware and software installations.
 
 Film
Distribution:
  The
Company’s film distribution operations are conducted through one wholly owned
subsidiary of Juniper Entertainment, Inc. The Company’s film distribution
operations consist of acquiring motion picture rights from independent producers
and distributing these rights to domestic and international territories on
behalf of the producers to various medias (i.e. DVD, satellite, pay television
and broadcast television) and less than 1% of our revenues are derived from
these operations.
 
 Stock
Split
 
 On July
18, 2008, the company’s shareholders approved a reverse stock split of the
Company’s common stock, up to a 0ne-for-Two Hundred
ratio.  Accordingly, on June 20, 2008 the Board of Directors
authorized a 0ne-for-Two Hundred reverse split that took effect on July 18,
2008.  Unless stated otherwise, all amounts from prior periods have
been restated after giving effect to the reverse stock split.
 
 
 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.
  Revenue
and Cost Recognition
  In the
Wireless Infrastructure services, the Company enters into contracts principally
on the basis of competitive bids, the final terms and prices of which are
frequently negotiated with customer. Although the terms of its contracts vary
considerably, most services are made on a cost- plus or time and materials
basis. The Company completes most projects within six months. The
 
 
 F-
    JUNIPER
GROUP, INC.
 
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 Company
recognizes revenue using the completed contract method. The Company follows the
guidance in the Securities and Exchange Commission’s Staff Accounting Bulletin
no. 101, "revenue recognition“ ("SAB 101"). Revenue is recognized when all of
the following conditions exist: persuasive evidence of an arrangement exists;
services have been rendered or delivery occurred; the price is fixed or
determinable; and collectability is reasonably assured. The actual costs
required to complete a project and, therefore, the profit eventually realized,
could differ materially in the near term. Costs in excess of billings on
uncompleted contracts are shown as a current asset. Anticipated losses on
contracts, if any, are recognized when they become evident.
 
 Accounts
Receivable
  Accounts
receivable is stated at the amount billable to customers. The Company provides
allowances for doubtful accounts, which are based upon a review of outstanding
receivables, historical performance and existing economic conditions. Accounts
receivable are ordinarily due 30 to 60 days after issuance of the invoice,
although some customers take up to 75 days to pay their balances. The Company
establishes reserves against receivables by customers whenever it is determined
that there may be corporate or market issues that could eventually affect the
stability or financial status of these customers or their payments to the
Company. At December 31, 2008, because of the cessation of New Wave’s
operations, there were no accounts receivable balances.
 
 Financial
Instruments
 
 The
estimated fair values of accounts payable and accrued expenses approximate their
carrying values because of the short maturity of these instruments. The
Company's debt (i.e., Notes Payable, Convertible Debentures and other
obligations) does not have a ready market. These debt instruments are shown on a
discounted basis using market rates applicable at the effective date. If such
debt were discounted based on current rates, the fair value of this debt would
not be materially different from their carrying value
 
 Concentration
of Credit Risk
 
 Financial
instruments which potentially subject the Company to significant concentrations
of credit risk are principally trade accounts receivable. Concentration of
credit risk with respect to the technology and entertainment services segment is
primarily subject to the financial condition of the segment's largest
customers.
 
 The
Company had three major customers representing over 62% of sales revenue for
year ending December 31, 2008. Within the industry in which the Company
operates, these concentrations are the product of a limited customer
base.
  
  Film
Licenses
 
 Film
costs are stated at the lower of estimated net realizable value determined on an
individual film basis, or cost, net of amortization. Film costs represent the
acquisition of film rights for cash and guaranteed minimum payments (See Note
5).
 
 Producers
retain a participation in the profits from the sale of film rights; however,
producers' share of profits is earned only after payment to the producer exceeds
the guaranteed minimum, where minimum guarantees exist. In these instances, the
Company records as participation expense an amount equal to the producer’s share
of the profits. The Company incurs expenses in connection with its film
licenses, and in accordance with license agreements, charges these expenses
against the liability to producers. Accordingly, these expenses are treated as
payments under the film license agreements. When the Company is obligated to
make guaranteed minimum payments over periods greater than one year, all long
term payments are reflected at their present value. Accordingly, in such case,
original acquisition costs represent the sum of the current amounts due and the
present value of the long term payments.
 
 The
Company maintains distribution rights to these films for which it has no
financial obligations unless and until the rights are sold to third parties. The
value of such distribution rights has not been reflected in the balance sheet.
The Company was able to acquire these film rights without guaranteed minimum
financial commitments as a result of its ability to place such films in various
markets.
 
 The
Company is currently directing all its time and efforts toward building the
Company's Broadband business. Due to the limited availability of capital,
personnel and resources, the volume of film sales activity has been
significantly diminished.
 
 
 Amortization
of Intangibles
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 
 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.
 
 The
Company evaluates the recoverability of its long lived assets in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for Impairment
or Disposal of Long-Lived Assets,” which generally requires the Company to
assess these assets for recoverability whenever events or changes in
circumstance indicate that the carrying amount of such assets may not be
recoverable. The Company considers historical performance and future estimated
results in its evaluation of potential impairment and then compares the carrying
amount of the asset to the estimated non-discounted future cash flows expected
to result from the use of the asset. If such assets are considered to be
impaired, the impairment recognized is measured by comparing projected
individual segment discounted cash flow to the asset segment carrying values.
The estimation of fair value is in accordance with AICPA Statement of Position
00-2, Accounting by Producers and Distributors of Film. Actual results may
differ from estimates and as a result the estimation of fair values may be
adjusted in the future.
 
 Property
and Equipment
 
 Property
and equipment including assets under capital leases are stated at cost.
Depreciation is computed generally on the straight-line method for financial
reporting purposes over their estimated useful lives.
  Recognition
of Revenue
  
  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.
 
 For the
broadband installation and wireless infrastructure services segment, revenue is
reduced for estimated future chargebacks. These estimates are based upon
historical return experience and projections of customer acceptance of
services.
 
 The cost
of operations for the broadband installation services segment is reflected in
the statement of operations as incurred. Accordingly, if these costs are greater
than the revenue received from fixed price contracts the Company will reflect a
loss under these contracts.
 
 Operating
Costs
 
 Operating
costs include costs directly associated with earning revenue and include, among
other expenses, salary or fees and travel expenses of the individuals performing
the services, and sales commissions. Additionally, for film licensing
agreements, operating costs include producers' royalties and film amortization
using the film forecast method is included in operating costs.
 
 Stock-Based
Compensation
 
 In
February 2007, the FASB issued SFAS No. 159 “The Fair Value Options for
Financial Assets and Financial Liabilities” (“SFAS”).  SFAS 159
provides companies with an option to report selected financial assets and
financial liabilities at fair value.  Unrealized gains and losses on
items for which the fair value option has been elected are reported in earnings
at each subsequent reporting date.  SFAS 159 is effective for fiscal
year beginning after November 15, 2007.  We have adopted this
process.
 
 
 
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 
  
  Derivative
 Instruments
  Effective
December 28, 2005, the Company adopted SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS No. 138 "Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an amendment of
FASB Statement No. 133," collectively referred to as SFAS No. 133. SFAS No. 133
requires that all derivative instruments be recorded on the balance sheet at
fair value. Changes in the fair value of derivatives are recorded each period in
current earnings or other comprehensive income.
  Income
Taxes
 
 The
Company provides for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes". SFAS 109
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the financial statement
carrying amounts and the tax basis of assets and liabilities.
  
  
 Net
Income Per Common Share
 
 The
provisions of SFAS No. 128 "Earnings per Share," which requires the presentation
of both net income per common share and net income per common share-assuming
dilution preclude the inclusion of any potential common shares in the
computation of any diluted per-share amounts when a loss from continuing
operations exists. Accordingly, for both 2008 and 2007, net income per common
share and net income per common share-assuming dilution are equal.
 
 Warrants
Issued With Convertible Debt
 
 The
Company has issued and anticipates issuing warrants along with debt and equity
instruments to third parties. These issuances are recorded based on the fair
value of these instruments. Warrants and equity instruments require valuation
using the Black-Scholes model and other techniques, as applicable, and
consideration of assumptions including but not limited to the volatility of the
Company’s stock, and expected lives of these equity instruments.
 
 Reclassifications
 
 Certain
amounts in the 2007 financial statements were reclassified to conform to the
2008 presentation.
 
 
 New
Accounting Pronouncements
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 
 
 In
September, 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. This Statements applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The management is currently
evaluating the effect of this pronouncement on financial
statements.
 
 In
September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87,
88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
employer to recognize the over funded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
statues in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This Statement also improves financial reporting by requiring an
employer to measure the funded status of a plan as of the date of its year-end
statement of financial position, with limited exceptions. An employer with
publicly traded equity securities is required to initially recognize the funded
status of a defined benefit postretirement plan and to provide the required
disclosures as of the end of the fiscal year ending after December 15, 2006. An
employer without publicly traded equity securities is required to recognize the
funded status of a defined benefit postretirement plan and to provide the
required disclosures as of the end of the fiscal year ending after June 15,
2007. However, an employer without publicly traded equity securities is required
to disclose the following information in the notes to financial statements for a
fiscal year ending after December 15, 2006, but before June 16, 2007, unless it
has applied the recognition provisions of this Statement in preparing those
financial statements :
  
  
 a.                   A
      brief description of the provisions of this
  Statement
 
 b.                 The
date that adoption is required
 
 c.
              The
      date the employer plans to adopt the recognition provisions of this
      Statement, if earlier.
 
 The
requirement to measure plan assets and benefit obligations as of the date of the
employer’s fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. The management is currently
evaluating the effect of this pronouncement on financial
statements.
  In
November 2006, the FASB ratified the consensus of Emerging Issues Task Force
(EITF) Issue No. 06-6, “Debtor’s Accounting for Modifications (or Exchange) of
Convertible Debt Instruments” (EITF 06-6).  This consensus supersedes
EITF Issue No. 05-7, “Accounting for Modifications to Conversion Options
Embedded in Debt Instruments and Related Issues” and applies to modifications or
exchange of debt instruments that occur during interim or annual reporting
periods.  We are currently evaluating the impact of EITF 06-6 on our
consolidated financial statements.
 
 In
February 2007, the FASB issued SFAS No. 159 “The Fair Value Options for
Financial Assets and Financial Liabilities” (“SFAS”).  SFAS 159
provides companies with an option to report selected financial assets and
financial liabilities at fair value.  Unrealized gains and losses on
items for which the fair value option has been elected are reported in earnings
at each subsequent reporting date.  SFAS 159 is effective for fiscal
year beginning after November 15, 2007.  We are in process of
determining the effect, if any, that the adoption of SFAS 159 will have on our
financial statements.
 
 
 
 
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 
 FASB
statement No. 160 “Noncontrolling Interests in Consolidated Financial
Statements- an amendment of ARB No. 51” was issued December of 2007. This
Statement establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  The  Company believes that this new
pronouncement will have an immaterial impact on the Company’s financial
statements in future periods.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities.”  The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows.  It is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged.  The new standard also improves transparency
about the location and amounts of derivative instruments in an entity’s
financial statements; how derivative instruments and related hedged items are
accounted for under Statement 133: and how derivative instruments and related
hedged items affect its financial position, financial performance, and cash
flows.  Management is currently evaluating the effect of this
pronouncement on financial statements.
 
 
 NOTE 2 - Accounts
Receivable
  
  The
Company provides an allowance for doubtful accounts equal to the estimated
uncollectible amounts. The Company's estimate is based on historical collection
experience and a review of the current status of trade accounts receivable. It
is reasonably possible that the Company's estimate of the allowance for doubtful
accounts will change. Accounts receivable are presented net of an allowance for
doubtful accounts of $60,242  at December 31, 2007.  At
December 31, 2008, because of the cessation of New Wave’s operations, there were
no accounts receivable balances.
 
 NOTE  3- Prepaid
Expenses
 
 At
December 31, 2008, prepaid expenses and other current assets consisted primarily
of prepaid legal expenses of approximately $25,000.
 
 
 At
December 31, 2007, prepaid expenses consisted of significant items such as:
prepaid insurance expenses of $24,218, advances to employees of $14,223 
and other prepaid consulting expenses of $100,000.
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 
 NOTE
4 - Property and Equipment
 
 Depreciation
expense for the year ending December 31, 2008and 2007 was $87,668
and  $114,581. At December 31, 2008 and 2007
 ,
property and equipment consisted of the following:
 
 2008
                  
                  
                  2007Vehicles
                  
                  $
                  51,766
                  
                  
                  $
                  623,839Equipment
                  
                  
                  383,531
                  
                  
                  
                  833,404Website
      Costs
                  
                  
                  217,593
                  
                  
                  
                  207,284Leasehold
      improvements
                  
                  
                  53,296
                  
                  
                  
                  53,296Furniture
      and fixtures
                  
                  
                  26,939
                  
                  
                  
                  26,939Total
      property and equipment
                  
                  
                  733,125
                  
                  
                  
                  1,745,316Accumulated
      depreciation
                  
                  
                  (695,594
                  )
                  
                  
                  (1,435,225
                  )Property
      and equipment, net
                  
                  $
                  37,531
                  
                  
                  $
                  310,092
  
 NOTE
5 - Film Licenses
 
 
 The
Company evaluates the recoverability of its long lived assets in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for Impairment
or Disposal of Long-Lived Assets,” which generally requires the Company to
assess these assets for recoverability whenever events or changes in
circumstance indicate that the carrying amount of such assets may not be
recoverable. The Company considers historical performance and future estimated
results in its evaluation of potential impairment and then compares the carrying
amount of the asset to the estimated non-discounted future cash flows expected
to result from the use of the asset. If such assets are considered to be
impaired, the impairment recognized is measured by comparing projected
individual segment discounted cash flow to the asset segment carrying values.
The estimation of fair value is in accordance with AICPA Statement of Position
00-2, Accounting by Producers and Distributors of Film. Actual results may
differ from estimates and as a result the estimation of fair values may be
adjusted in the future.
   
  The
Company has historically been engaged in acquiring film rights from independent
producers and distributing these rights to domestic and international
territories on behalf of the producers to various media (i.e. DVD, satellite,
home video, pay-per view, pay television, television, and independent syndicated
television stations). For the past several years, we have reduced our efforts in
the distribution of film licenses primarily because of the resources required to
continue in today's global markets and deal with issues such as electronic media
and piracy. At the end of each year, 2007 and 2006, we evaluated our film
library, taking into account the revenue generated over the past several years,
the resources available to us to continue to pursue opportunities in this area
and the resources necessary to maintain our rights against international piracy
and copyright infringement. The Company took a charge of approximately $28,000
in 2008 and $22,000 in 2007. While we have not discontinued this line of
business and will engage in the sale or exploitation of film licenses if and
when opportunities are available, we will at this time not aggressively devote
the resources of the Company in this area.
  
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 Based
upon the Company's estimated net present value of future revenue as of December
31, 2008, the following shows the anticipated film forecast
revenue.
 
  #
      of Films
                Expiration
      of Film License & Book Value
                
                
                Film
      Forecast Revenue
                %11
                2009
                
                
                650
                0.72
                2010
                
                
                375
                0.416
                2011
                
                
                12,525
                13.613
                2013
                
                
                20,125
                21.821
                2014
                
                
                44,375
                48.213
                2017
                
                
                11,125
                12.15
                2019
                
                
                2,925
                3.281
                
                
                $
                92,100
                100.00
 
 NOTE-6-
Notes Payable and Capitalized Leases
 
 The
following is a summary of the notes payable and capitalized leases on the
balance sheet at December 31, 2008 and 2007
 
 
 Description
                  
                  December
      31, 2008
                  
                  
                  December
      31, 2007Capitalized
      vehicle leases, payable in monthly installments, bearing interest at
      varying interest rates, maturing in 2011
                  
                  $
                  -
                  
                  
                  $
                  119,538Various
      notes due currently with various interest rates
                  
                  
                  105,000
                  
                  
                  
                  110,957Convertible
      notes due currently to related parties with interest at various interest
      rates
                  
                  
                  882,224
                  
                  
                  
                  735,857Note
      Payable, Bank
                  
                  
                  321,907
                  
                  
                  
                  300,250Note
      Due 2010
                  
                  
                  115,556
                  
                  
                  
                  216,6678%
      Callable Secured Convertible Notes maturing 2011 (net of discount of
      $(1,018,004)
                  
                  
                  1,459,780
                  
                  
                  
                  544,2182,884,467
                  
                  
                  
                  2,027,487Less
      current portion
                  
                  
                  1,395,796
                  
                  
                  
                  1,317,958Long
      term portion
                  
                  $
                  1,488,671
                  
                  
                  $
                  709,528
 
 
 
 The
Company had a bank line of credit of approximately $300,250 which does not
include an outstanding interest balance of approximately $21,750, of which all
was used at December 31,  2007 at an interest rate of 7.75% with a
maturity on June 6, 2008. The obligation to the bank was not repaid and remains
payable pending the New Wave bankruptcy.
 
 A 7%
Convertible Note matured in 2007 and is currently classified in the current
portion of Notes Payable as terms for an extension are currently being
negotiated.
 
 On May 1,
2007, the Company settled a lawsuit against a former consultant for $310,000
including a Note Payable due 2010 with payments of approximately $7,200 due
monthly.
  
 On
December 28, 2005, we entered into a financing arrangement involving the sale of
an aggregate of $1,000,000 principal amount of callable secured convertible
notes and stock purchase warrants to buy 1,000,000 shares of our common
stock.  On December 28, 2005 we closed on $500,000 of principal and
500,000 of stock purchase warrants.  The balance of the financing was
closed on May 18, 2007.  On March 14, 2006, we entered into a
financing arrangement involving the sale of an additional $300,000 principal
amount of callable secured convertible notes and stock purchase warrants to buy
7,000,000 shares of our common stock, and on September 13, 2007, we entered into
a financing arrangement involving the sale of an additional $600,000 principal
amount of callable secured convertible notes and stock purchase warrants to buy
20,000,000 shares of our common stock.  As part of the September 2007
financing, our Chief Executive Officer was required to personally guarantee the
notes and
 
 
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 the
discount rate on the market value of our stock used for conversion calculations
was reduced from 50% to 35%The callable secured convertible notes are due and
payable, with 8% interest, unless sooner converted into shares of our common
stock. On December 26, 2007, we entered into a financing arrangement involving
the sale of an additional $100,000 principal amount of callable secured
convertible notes and stock purchase warrants to buy 1,000,000 shares of our
common stock.  We currently have over $1,900,000 callable secured
convertible notes outstanding, after giving effect to conversions throughout the
year. Subsequent to December 31, 2007, on January 31, 2008, $147,542 of accrued
interest on these notes was converted to a debenture with similar terms and
conditions. In addition, any event of default such as our failure to repay the
principal or interest when due, our failure to issue shares of common stock upon
conversion by the holder, our failure to timely file a registration statement or
have such registration statement declared effective, breach of any covenant,
representation or warranty in the Securities Purchase Agreement. The
registration statement was declared effective on May 11, 2007.  The
conversion price of the notes is dependent on the publicly traded market price
of the Company’s common stock.  As such, the conversion price may
change as the market value of the Company’s commons stock rises and
falls.  While we anticipate that the full amount of the callable
secured convertible notes will be converted into shares of our common stock, in
accordance with the terms of the callable secured convertible notes, the full
conversion of these notes is dependent on the amount of the Company’s authorized
commons stock.  If the Company does not have sufficient authorized
commons shares available to meet the conversion request, it may need to increase
its authorized shares.  As of December 31, 2008, the Company’s
authorized common shares would be insufficient to meet a request to convert all
of the notes at current market prices.  If we are required to repay
the callable secured convertible notes, we would be required to use our limited
working capital and raise additional funds. If we were unable to repay the notes
when required, the note holders could commence legal action against us and
foreclose on all of our assets to recover the amounts due. Any such action would
require us to curtail or cease operations.
  
  On
January 31, 2008, the Company entered into a Securities Purchase Agreement with
the holders of its Callable Secured Convertible Notes, whereby $147,542 of
accrued interest payable as of November 30, 2007 was converted into the
same amount of Callable Secured Convertible Notes on terms similar to those
above.
 
 On March
14, 2008, we entered into a financing agreement involving the sale of an
additional $50,000 principal amount of callable Secured Notes and stock purchase
warrants to buy 500,000 shares of our common stock.
 
 On June
20, 2008, we entered into a financing agreement involving the sale of an
additional $50,000 principal amount of callable Secured Notes and stock purchase
warrants to buy 500,000 shares of our common stock.
 
 On July
29, 2008, we entered into a financing agreement involving the sale of an
additional $75,000 principal amount of callable Secured Notes and stock purchase
warrants to buy 35,000,000 shares of our common stock.
 
 On
September 24, 2008, we entered into a financing agreement involving the sale of
an additional $70,000 principal amount of callable Secured Notes and stock
purchase warrants to buy 50,000,000 shares of our common stock.
 
 On
November 5, 2008, we entered into a financing agreement involving the sale of an
additional $61,000 principal amount of callable Secured Notes and stock purchase
warrants to buy 25.000,000 shares of our common stock.
 
 On
November 10, 2008, the Company entered into a Securities Purchase Agreement with
the holders of its Callable Secured Convertible Notes, whereby $191,100 of
accrued interest payable as of that date was converted into the same amount
of Callable Secured Convertible Notes on terms similar to those
above.
 
 On
December 3, 2008, we entered into a financing agreement involving the sale of
stock purchase warrants to buy 90.000,000 shares of our common
stock.
 
 On
December 5, 2008, we entered into a financing agreement involving the sale of an
additional $75,000 principal amount of callable Secured Notes and stock purchase
warrants to buy 50.000,000 shares of our common stock.
 
 On March
11, 2009, we entered into a financing agreement involving the sale of an
additional $50,000 principal amount of callable Secured Notes.
 
 Due to
the indeterminate number of shares which might be issued under the embedded
convertible host debt conversion feature of these callable secured convertible
notes, the Company is required to record a liability relating to both the
detachable warrants and embedded convertible feature of the callable secured
convertible notes payable (included in the liabilities as a “derivative
liability”).
 
 The
accompanying financial statements comply with current requirements relating to
warrants and embedded derivatives as described in FAS 133 as
follows:
 
 a.
              The
      Company treats the full fair market value of the derivative and warrant
      liability on the convertible secured debentures as a discount on the
      debentures (limited to their face value). The excess, if any, is recorded
      as an increase in the derivative liability and warrant liability with a
      corresponding increase in loss on adjustment of the derivative and warrant
      liability to fair value.
 
 b.
              Subsequent
      to the initial recording, the change in the fair value of the detachable
      warrants, determined under the Black-Scholes option pricing formula and
      the change in the fair value of the embedded derivative (utilizing the
      Black-Scholes option pricing formula) in the conversion feature of the
      convertible debentures are recorded as adjustments to the liabilities as
      of each balance sheet date with a corresponding change in Loss on
      adjustment of the derivative and warrant liability to fair
      value.
 
 c.
              The
      expense relating to the change in the fair value of the Company’s stock
      reflected in the change in the fair value of the warrants and derivatives
      (noted above) is included in other income in the accompanying consolidated
      statements of operations.
 
 
 NOTE
7 - Shareholders' Deficiency
  
  F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 
 Net
(loss) per common share for 2008 and 2007 has been computed by dividing net
(loss), after preferred stock dividend requirements of  $6,086 in both
years, by the weighted average number of common shares outstanding throughout
the year of 7,976,713 and 207,992, respectively, after giving effect to a one
for two hundred reverse stock split on July 18, 2008.
 
 Stock-Based
Compensation
 
 Financial
Accounting Statement No. 123 "Accounting for Stock Based Compensation" (FAS
123), which the Company adopted on December 15, 2005, prescribes the recognition
of compensation expense based on the fair value of options on the grant date,
allows companies to continue applying APB 25 if certain pro forma disclosures
are made assuming hypothetical fair value method application. See Note 9 -
Incentive Compensation Plans - pro forma disclosures required by FAS 123 plus
additional information on the Company's stock options.
 
 Options
Granted
 
 A summary
of option transactions for the two years ended December 31, 2008, after giving
effect to a one for two hundred reverse stock split on July 18, 2008,
follows:
 
 Options
                
                
                Weighted
      average option priceOutstanding
      at December 31, 2006
                5875
                
                $
                46.00Granted
                -
                
                
                -Exercised
                -
                
                
                -Returned/Expired
                (1,500)(1)
                
                
                -Outstanding
      at December 31, 2007
                4,375
                
                $
                46.00Granted
                -
                
                
                -Exercised
                -
                
                
                -Returned/Expired
                
                
                
                -Outstanding
      at December 31, 2008
                4,375(2)
                
                $
                46.00
 
 (1)
              These
      Options were rescinded (See Litigation Section).(2)
              These
      options expired in the first quarter of
2009
 
 12%
Convertible Non-Voting 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, 2008, 25,357 shares of
the Non-Voting Preferred Stock were outstanding.
 
 On
February 7, 2008, the Board of Directors authorized the issuance of shares of
the Company's common stock or cash, which shall be at the discretion of the
Chief Executive Officer in order to pay the accrued preferred stock dividends.
Accrued and unpaid dividends at December 31, 2008, were $41,068. 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
 
  
  F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 are
insufficient to pay cumulative dividends, then until additional common shares
are registered with the Securities and Exchange Commission (SEC).
 
 The
Company's Preferred Stock is convertible into shares of Common Stock at a rate
of two shares of  Common Stock ( subject to adjustments) for each share of
Preferred Stock, at the option of the Company, at any time on not less than 30
days' written or published  notice to the Preferred Stockholders of record,
at a price $2.00 per share (plus all accrued and unpaid dividends). The holders
of the Preferred Stock have the opportunity to convert shares of Preferred Stock
into Common Stock during the notice period. The Company does not have nor does
it intend to establish a sinking fund for the redemption of the Preferred
Stock.  As adjusted, the outstanding shares of Preferred Stock would
currently be converted into fifteen shares of Common Stock.
 
 Series B
Voting Preferred Stock
 
 The
Company filed a Certificate of Designation of Series B Convertible Preferred
Stock on January 4, 2006, pursuant to which the Company authorized for issuance
135,000 shares of Series B Preferred Stock, par value $0.10 per share, which
shares are convertible after the earlier of (i) forty-five days after the
conversion of the 8% callable secured convertible notes issued in our recent
financing, or (ii) 12 months after this registration statement is declared
effective, at a conversion price equal to the volume weighted average price of
our common stock, as reported by Bloomberg, during the ten consecutive trading
days preceding the conversion date. We issued an aggregate of 117,493 shares of
Series B Preferred Stock to a group of our current shareholders in exchange for
an aggregate of 23,498,109 shares of our common stock. The holders of Series B
Preferred Stock shall have the right to vote together with holders of the
Corporation’s Common Stock, on a 30 votes per share basis (and not as a separate
class), all matters presented to the holders of the Common Stock. The foregoing
shareholders were existing investors before they did the exchange.
 
 Shares of Series B Preferred Stock are
convertible into shares of common stock of the Company at a conversion price
which is equal to 50% of the closing bid price of the Company’s common
stock.
 
 
 
 
 Series C
Voting Preferred Stock
 
 The
Company filed a Certificate of Designation of Series C Convertible Preferred
Stock on March 23, 2006, pursuant to which the Company authorized for issuance
300,000 shares of Series C Preferred Stock, par value $0.10 per share, which
shares are convertible after (i) the market price of the Common Stock is above
$1.00 per share; (ii) the Company’s Common Stock is trading on the OTCBB market
or the AMEX; (iii) the Company is in good standing; (iv) the Company must have
more than 500 stockholders; (v) the Company must have annual revenue of at least
four million dollars; (vi) the Company does not have at least $100,000 EBITA for
the fiscal year preceding the conversion request. The holders of the Series C
Preferred Stock shall have the right to vote together with the holders of the
Corporation’s Common Stock, on a 30 votes per share basis (and not as a separate
class), on matters presented to the holders of the Common
Stock.  220,000 shares of Series C Preferred Stock have been issued on
February 14, 2008 to the Company’s President.
 
 Non-Convertible
Series D Voting Preferred Stock
 
 The
Company filed a Certificate of Designation of Series D Preferred Stock on
February 5, 2007 and a Certificate of Change of Number of Authorized Shares and
Par Value of Series D Preferred Stock on March 26, 2007, pursuant to which the
Company authorized for issuance 6,500,000 of shares of Series D Preferred Stock,
par value $0.001 per share.   Holders of the Series D Preferred
Stock have the right to vote together with holders of the Company’s Common
Stock, on a 60-votes
  
  per-share
basis (and not as a separate class), on all matters presented to the holders of
the Common Stock.  The shares of Series D Preferred Stock are not
convertible into Common Stock of the Company.  6,500,000 shares Series
D Preferred Stock has been issued to the Company’s President.
 
 According
to the Company’s corporate charter, 10,000,000 shares of preferred stock have
been authorized for issuance.  As of December 31, 2008, 7,310,000 have
been designated for the Company’s four classes of preferred stock.
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
  Warrants
 
 A summary
of warrants outstanding at December 31, 2008,  after giving effect to
a one for two hundred reverse stock split on July 18,2008.
 
 
 Warrants
                Date
      Issued
                Expiration
      Date
                Price1,125
                2/2004
                2/2009
                10.005,000
                7/2004
                7/2010
                10.00668
                8/2004
                8/2009
                140.003,338
                6/2004
                6/2009
                130.00525
                2/2005
                2/2010
                130.00105
                4/2005
                4/2010
                140.003,813
                10/2005
                10/2010
                130.002,500
                12/2005
                12/2010
                26.0035,000
                3/2006
                3/2010
                20.002,500
                5/2007
                5/2012
                26.00100,000
                9/2007
                9/2014
                1.005,000
                12/26/07
                12/2014
                1.002,500
                3/14/08
                3/14/15
                1.002,500
                6/20/08
                6/29/15
                1.0035,000,000
                7/29/08
                7/29/15
                0.00550,000,000
                9/24/08
                9/24/15
                0.00525,000,000
                11/5/08
                12/3/15
                0.00190,000,000
                12/3/09
                12/3/15
                0.00150,000,000
                12/5/08
                12/5/15
                0.001250,164,574
 
 
 NOTE
8 - Related Parties
 
 The
Company paid rent month to month during 2008 and 2007 to a company affiliated
with the Chief Executive Officer. The rent paid was substantially the same as
that of the affiliate's lease agreements with the landlord. Rent expense for the
years ended December 31, 2008 and 2007 was approximately $51,000 and
approximately $60,000, respectively.
  The
Company owns distribution rights to two films, which were acquired through a
company affiliated with the Chief Executive Officer that is the exclusive agent
for the producers. This exclusive agent is 100% owned by the principal
shareholder of the Company, but receives no compensation for the sale of the
licensing rights.
  
  
 Additionally,
after recoupment of original acquisition costs, the principal shareholder has a
5% interest as a producer in the revenue received by unaffiliated entities. The
Company received $7,500 and $21,000 in revenue relating to these films during
2008 and 2007, respectively.
 
 Throughout
2008 and 2007, the Company's principal shareholder and officer made loans to,
and payments on behalf of, the Company and received payments from the Company
from time to time. The net outstanding balance due to the officer at December
31, 2008 and 2007, was approximately $686,000 and $418,000,
respectively.
 
 No legal
services were rendered by Mr. Huston or his firm in 2008 and 2007; and no fees
were paid to Mr. Huston or his firm in 2008.
 
  NOTE
9 - Commitments and Contingencies
 
 In some
instances, film licensors have retained an interest in the future sale of
distribution rights owned by the Company above the guaranteed minimum payments.
Accordingly, the Company may become obligated for additional license fees as
sales occur in the future.
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 Employment
Agreements
 
 Mr.
Hreljanovic has an Employment Agreement with the Company, which expired on
August 31, 2008, and that provides for his employment as President and Chief
Executive Officer at an annual salary and the Board of Directors, have
authorized a an extension of his employment agreement expiring on August 31,
2009 adjusted annually for the CPI Index and for the reimbursement of certain
expenses and insurance. Based on the foregoing formula, Mr. Hreljanovic's base
salary in 2008 was scheduled to be approximately $235,514. Additionally, the
employment agreement provides that Mr. Hreljanovic may receive shares of the
Company’s common stock as consideration for services rendered to the Company.
Due to a working capital deficit, Mr. Hreljanovic received in gross of $9,200
and the balance due of $226,300 was accrued and not paid.
 
 Under the
terms of this extended employment agreement, our Chief Executive Officer is
entitled to receive a cash bonus of a percentage of our pre-tax profits if our
pre-tax profit exceeds $100,000.
 
 Mr.
Hreljanovic has accrued salary of approximately $686,000 at December 31,
2008.   Mr. Hreljanovic incorporated Tower West Communications,
Inc. a California corporation, organized on January 2009 ( Tower) and paid all
fees associated with its creation.  . Juniper  Services,
Inc. owns a 100% interest in Tower subject to a first position security interest
held by Mr. Hreljanovic. Mr. Hreljanovic’s  security interest in Tower
extinguishes upon payment in full of all compensation owed him.
 
 Additionally,
if the employment agreement is terminated early by us after a change in control
(as defined by the agreement), the officer is entitled to his accrued and not
paid salary and to a lump sum cash payment equal to approximately three times
his current base salary.
 
 
 
 
 Litigation
  
  On June
15, 2007, the Company, through its subsidiaries, commenced a lawsuit against
Michael Calderhead and James Calderhead (the “Calderheads”) former employees, in
the United States District Court for the Eastern District of New York (Case No.
07-CV-2413).  The complaint asserts claims against the Calderheads for
breaches of a stock exchange agreement, breaches of an employment agreement, and
breaches of fiduciary duties owed to Juniper and its wholly-owned affiliate New
Wave Communications, Inc. (“New Wave”).  Juniper alleges the
Calderheads committed serious, material breaches of their agreements with
Juniper.  Indeed, almost immediately after Juniper’s acquisition of
New Wave, and while still employed by Juniper and/or New Wave and bound by their
agreements with Juniper, the Calderheads made preparations to form and operate a
rival business to compete with Juniper and New Wave.
 
 In
February 2006, a mere two months after Juniper’s acquisition of New Wave, the
Calderheads met with possible financiers to discuss incorporating a new company
that would compete with New Wave and Juniper.  Juniper alleges that
the meeting involved at least James Calderhead, a Juniper executive and the
President of New Wave; Michael Calderhead, a New Wave Chief Operating Officers;
another New Wave executive who had worked with Michael Calderhead prior to the
Juniper acquisition; and a local businessman in Franklin, Indiana, and the owner
of several businesses.
 
 At the
time of the February 2006 meeting, and at all relevant times thereafter, James
Calderhead was subject to the Employment Agreement and Michael Calderhead was
subject to the Stock Exchange Agreement.  Following the alleged
February 2006 meeting, the Calderheads, along with others, continued their
efforts to form and operate a new company which came to be called Communications
Infrastructure, Inc. (“CII”).  According to the online records of the
Indiana Secretary of State, CII was organized as a for-profit domestic
corporation on January 19, 2007.
 
 According
to CII’s advertisements and representations in the marketplace, it is a
competitor of Juniper and New Wave.  Specifically, CII’s website
states that “CII brings the combined experience of its owners in all areas of
Cellular Site Construction,” including project management, civil construction,
tower erection, and maintenance and troubleshooting.
 
 At no
time did the Calderheads inform New Wave or Juniper of the formation of CII,
their intentions or activities regarding CII, or their intent or design to form
a new company that would compete with New Wave or Juniper.  At no time
did New Wave or Juniper consent to any activities by the Calderheads with
respect to CII or setting up a rival company.
  
  
 On or
about January 17, 2007, Michael Calderhead announced that he would resign from
New Wave.  Michael Calderhead, however, did not formally end his
employment relationship with New Wave until on or about  March 27,
2007.  Juniper subsequently learned that Michael Calderhead had been
working, and was continuing to work, for CII.
 
 In late
2006 and early 2007, New Wave’s business suddenly, and substantially,
declined.  Contracts were lost, customer and vendor relationships were
ended, and new business opportunities were not pursued.   New
Wave alleged and believes that some former customers of Juniper and New Wave
were transferred to CII during this period, and believes that discovery will
establish that the Calderheads were involved in soliciting business for CII and
soliciting New Wave’s customers and employees to switch.
 
 The
substantial declines in New Wave’s business continued throughout early
2007.  These declines were not reported to Juniper’s management in a
timely manner and, when they were reported, the declines were not explained in a
reasonable or clear manner.  It was not until May, 2007 that Juniper
became aware of CII’s growing presence in the marketplace; the involvement of
Michael Calderhead in CII’s business; and that CII was directly competing with
New Wave for customers.
 
 On
Friday, May 18, 2007, ten New Wave employees abruptly announced that they were
resigning their positions at New Wave.  Most of these former New Wave
employees indicated that they would begin work for CII, joining Michael
Calderhead.
 
 Indeed,
in the course of little more than a year from the date that Juniper purchased
New Wave from Michael Calderhead and installed the Calderheads as New Wave
executives, New Wave had gone from being a growing, profitable business to a
business on the verge of financial collapse.
 
 On
Tuesday, May 22, 2007, Juniper terminated James Calderhead for
cause.  Some, although not all, of the grounds for James Calderhead’s
termination are set forth above and in a termination letter dated.
 
 Juniper
seeks injunctions restraining the Calderheads from, among other things,
competing with Juniper and New Wave, as well as compensatory damages in the
amount believed to be  $10,000,000, punitive damages in the amount of
$5,000,000 and attorneys fees, costs and expenses.  On September 29,
2007, the Court issued a preliminary injunction against Michael Calderhead
enjoining him from disclosing Juniper/New Wave’s customer list and from
soliciting, directly or indirectly, any of Juniper/New Wave’s existing
customers; denied the Calderheads’ motion to dismiss the complaint; and granted
Juniper’s motion for expedited discovery.
 
 On
October 16, 2007, Michael Calderhead answered the complaint and asserted
counterclaims against Juniper for alleged breaches of, and fraud in connection
with, the stock exchange agreement and for alleged abuse of process in
connection with Juniper’s application for injunctive relief.  Michael
Calderhead seeks compensatory and punitive damages.  On October 16,
2007, James Calderhead answered the complaint and asserted counterclaims against
Juniper for alleged breaches of the employment agreement and for alleged abuse
of process in connection with Juniper’s application for injunctive
relief.  James Calderhead seeks compensatory and punitive
damages.  The Company believes that none of the counterclaims asserted
by the Calderheads have any merit.
 
 The
Company is vigorously prosecuting the claims asserted against the Calderheads
and is vigorously defending the counterclaims asserted by the
Calderheads.  The outcome of this litigation will materially affect
the Company.
 
 
 
 On May 8,
2008, U.S. District Court Eastern District of NY Index No. 08 Civ.
1900.   Alan Andrus filed an action entitled Andrus vs Juniper
Group Inc in the United States District Court for the Eastern District of New
York. The complaint, against us, a subsidiary and Mr. Hreljanovic, asserts
claims for fees of $195,000 plus interest for services rendered. Discovery
is
  
  ongoing
and the Company anticipates it will file a Motion for Summary Judgement in the
coming months while no estimate of the outcome can be made, the Company believes
it has meritorious defenses and will prevail in this matter
 
 
 
 Unasserted
Claims
  The
Company  learned in 2006 that certain sales of its common stock may
have violated certain sections of the Securities Act of 1933 and related
regulations. The Company is currently unable to determine the amount of damages,
costs and expenses, if any, that it may incur as a result of that uncertainty.
As of December 31, 2008, no shareholders have asserted any claims against the
Company.
 
 Going
Concern
 
 The
Company did not have sufficient cash to pay for the cost of its operations or to
pay its current debt obligations. The Company raised approximately $381,000 in
2008, through the sale of 8% Callable Secured Convertible Debentures and
approximately $315,000 in 2008, through Convertible Notes from related parties
for working capital, capital purchases and for the payment of debt to date.
Among the obligations that the Company has not had sufficient cash to pay are
its payroll, payroll taxes and the funding of its subsidiary operations. Certain
employees and consultants have agreed, from time to time, to receive the
Company’s common stock in lieu of cash. In these instances, the Company has
determined the number of shares to be issued to employees and consultants based
upon the unpaid compensation and the current market price of the stock.
Additionally, the Company registers these shares so that the shares can
immediately be sold in the open market.
  The fact
that the Company continued to sustain losses in 2008, had negative working
capital at December 31, 2008 and still requires additional sources of outside
cash to sustain operations, continued to create uncertainty about the Company’s
ability to continue as a going concern. We believe that we will not have
sufficient liquidity to meet our operating cash requirements for the current
level of operations during the remainder of 2009.  In addition, any
event of default such as our failure to repay the principal or interest when
due, our failure to issue shares of common stock upon conversion by the holder,
our failure to timely file a registration statement or have such registration
statement declared effective, or breach of any covenant, representation or
warranty in the Securities Purchase Agreement would have an impact on our
ability to meet our operating requirements. We anticipate that the full amount
of the callable secured convertible notes will be converted into shares of our
common stock, in accordance with the terms of the callable secured convertible
notes. If we are required to repay the callable secured convertible notes, we
would be required to use our limited working capital and raise additional funds.
If we were unable to repay the notes when required, the note holders could
commence legal action against us and foreclose on all of our assets to recover
the amounts due. Any such action would require us to curtail or cease
operations. Our ability to continue as a going concern is dependent upon
receiving additional funds either through the issuance of debt or the sale of
additional common stock and the success of management's plan to expand
operations. Although we may obtain external financing through the sale
of our securities, there can be no assurance that such financing will be
available, or if available, that any such financing would be on terms acceptable
to us. If we are unable to fund our cash flow needs, we may have to reduce
or stop planned expansion or scale back operations and reduce our
staff.
  The
Company has developed a plan to reduce its liabilities and improve cash flow
through expanding operations by acquisition and raising additional funds either
through issuance of debt or equity. The ability of the Company to continue as a
going concern
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 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 2009 through public or private sales of securities.
If the Company is unable to fund its cash flow needs, the Company may have to
reduce or stop planned expansion, or possibly scale back operations. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
  
 Leases
 
 The
Company subleases the New York office from Entertainment Financing Inc.(“EFI),
an entity 100% owned by our Chief Executive Officer. The master lease and the
Company’s sublease on this space expire on November 30. 2016. EFI has agreed
that for the term of the sublease the rent paid to it will be substantially the
same rent that it pays under its master lease to the landlord. Rent due under
the lease with EFI is as follows:
 
 Year
                
                
                Amount2009
                
                
                58,2002010
                
                
                60,1002011
                
                
                62,0002012
                
                
                64,0002013
                
                
                66,100Thereafter
                
                
                205,300
 
  
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 NOTE
10 - Stock Base Compensation
 
 
 The
Company has stock-based compensation plans, as described above. The Company
applied APB Opinion 25, Accounting for Stock Issued to Employees, and related
Interpretations in accounting for its plan until December 15, 2005, when it
adopted Financial Accounting Statement No. 123 "Accounting for Stock Based
Compensation" (FAS 123). Accordingly, no compensation cost has been recognized
for its fixed stock option plan or for options issued to non-employees for
services performed. Had employee compensation for the Company's stock options
been recognized based on the fair value on the grant date, the Company's income
from continuing operations and earnings per share for the two years ended
December 31, 2008, would have been impacted as shown in the following
table;
 
   December
      31,
                    2008
                  
                  
                  December
      31, 2007Net
      (Loss )As
      reported
                  
                  $
                  (54,980,188
                  )
                  
                  $
                  (9,830,059
                  )Pro
      Forma
                  
                  $
                  (54,980,188
                  )
                  
                  $
                  (9,830,059
                  )Basic
      and diluted (loss) per shareAs
      reported
                  
                  $
                  (6.90
                  )
                  
                  $
                  (47.26
                  )Pro
      Forma
                  
                  $
                  (6.90
                  )
                  
                  $
                  (47.26
                  )
 
    
  NOTE
11 - Income Taxes
 
 For the
years ended December 31, 2008 and 2007, no provision was made for Federal and
state income taxes due to the losses incurred during these years. As a result of
losses incurred through December 31, 2008, the Company has net operating loss
carry forwards of approximately $28.6 million. These carry forwards expire
through 2028.
 
 In
accordance with SFAS No. 109 "Accounting for Income Taxes", the Company
recognized deferred tax assets of $11,639,000 at December 31, 2008. 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 $11,639,000. Deferred tax assets at December
31, 2008 primarily reflect the tax effect of net operating loss carry
forwards.
 
 NOTE
12 - New Wave Communications
 
 On
December 30, 2005, Juniper Services entered into a binding Letter of Intent with
New Wave providing for the purchase by Juniper Services of all outstanding
shares of New Wave. New Wave’s business is the deployment, construction and
maintenance of wireless communications towers and related equipment. Services
agreed to pay New Wave $817,000 as follows: $225,000 in cash and $592,000 paid
by the issuance of 19,734 shares of Series B Voting Preferred Stock. On March
16, 2006, Services consummated the acquisition of New Wave by entering into a
Stock Exchange Agreement and Plan of Reorganization with New Wave.
 
 On
November 7, 2008, as a result of poor economic conditions, shrinking demand from
its customers and the acts of certain disloyal former employees, New Wave filed
for bankruptcy under Chapter XI of the US Code. That filing was voluntarily
dismissed at the request of New Wave on March 6, 2009. New Wave’s assets have
been seized by its creditors and many of its liabilities remain
outstanding.
 
 NOTE
13- Business Segment Information
 
 The
operations of the Company are divided into two business segments:
  1.
              Broadband
      installation and wireless infrastructure services providing
      wireless/tower/antenna system services to leading telecommunications
      companies as well as site surveys, tower construction and tower antenna
      installation to leading tower management companies. The Company markets
      broadband installation and wireless infrastructure services throughout the
      United States.
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 2.
              Film
      distribution services consisting of the acquisition and distribution of
      rights to films to the domestic as well as the foreign market in the DVD
      satellite, video and pay/cable. The Company's films licensing are
      available to be marketed throughout the world.  No internal
      revenue has been generated during 2008 and
2007.
 
 
 Business
Segment Information
 2008
                  
                  
                  2007Revenue:Broadband
      Installation & Wireless Infrastructure Services
                  
                  $
                  625,238
                  
                  
                  $
                  1,875,297Film
      Distribution Services
                  
                  
                  7,500
                  
                  
                  
                  21,000$
                  632,738
                  
                  
                  $
                  1,896,297Cost
      of Operations:Broadband
      Installation & Wireless Infrastructure Services
                  
                  $
                  396,717
                  
                  
                  $
                  1,621,577Film
      Distribution Services
                  
                  
                  7,500
                  
                  
                  
                  8,000$
                  404,217
                  
                  
                  $
                  1,629,577Operating
      Income (Loss):Broadband
      Installation & Wireless Infrastructure Services
                  
                  $
                  (409,254
                  )
                  
                  $
                  (1,093,193
                  )Film
      Distribution Services
                  
                  
                  (27,563
                  )
                  
                  
                  (28,744
                  )
      )Corporate
      & Other
                  
                  
                  (54,543,371
                  )
                  
                  
                  (8,701,936
                  )
      )$
                  (54,980,188
                  )
                  
                  $
                  (9,823,973
                  ))Identifiable
      Assets:Broadband
      Installation & Wireless Infrastructure Services
                  
                  $
                  27,630
                  
                  
                  $
                  598,064Film
      Distribution Services
                  
                  
                  123,538
                  
                  
                  
                  151,067Corporate
      & Other
                  
                  
                  54,044
                  
                  
                  
                  (10,501
                  )Total
      Consolidated Assets
                  
                  $
                  205,212
                  
                  
                  $
                  738,630Depreciation
      Expense:Broadband
      Installation & Wireless Infrastructure Services
                  
                  $
                  35,452
                  
                  
                  $
                  106,181Film
      Distribution Services
                  
                  
                  -
                  
                  
                  
                  8,400Corporate
      & Other
                  
                  
                  52,216
                  
                  
                  
                  -$
                  87,668
                  
                  
                  $
                  114,581Capital
      Expenditures:Broadband
      Installation & Wireless Infrastructure Services
                  
                  $
                  -
                  
                  
                  $
                  51,700Film
      Distribution Services
                  
                  
                  -
                  
                  
                  
                  -$
                  -
                  
                  
                  $
                  51,700
  
  The types
of identifiable assets included in that corporate line item primarily are cash,
prepaid expenses, other current assets, other investments and property and
equipment, net of $737,167 of accumulated depreciation
  
 
 
 
 F-
     JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 NOTE
14 - Quarterly Results of Operations (Unaudited)
 
 
 2008
                  
                  First
                  
                  
                  Second
                  
                  
                  Third
                  
                  
                  Fourth
                  
                  
                  TotalRevenue
                  
                  $
                  280,820
                  
                  
                  $
                  221,173
                  
                  
                  $
                  127,120
                  
                  
                  $
                  3,625
                  
                  
                  $
                  632,738Gross
      Profit (Loss)
                  
                  $
                  29,461
                  
                  
                  $
                  (106,829
                  )
                  
                  $
                  62,524
                  
                  
                  $
                  243,365
                  
                  
                  $
                  228,521Net
      Income (Loss)
                  
                  $
                  6,490,957
                  
                  
                  $
                  (9,465,272
                  )
                  
                  $
                  (53,792,716
                  )
                  
                  $
                  1,788,364
                  
                  
                  $
                  (54,980,188
                  )Basic
      and diluted Net Income (Loss) per common share
                  
                  $
                  5.47
                  
                  
                  $
                  (1.18
                  )
                  
                  $
                  (4.89
                  )
                  
                  $
                  0..16
                  
                  
                  $
                  (6.90
                  )2007
                  
                  First
                  
                  
                  Second
                  
                  
                  Third
                  
                  
                  Fourth
                  
                  
                  TotalRevenue
                  
                  $
                  758,054
                  
                  
                  $
                  345,155
                  
                  
                  $
                  300,848
                  
                  
                  $
                  492,240
                  
                  
                  $
                  1,896,297Gross
      Profit (Loss)
                  
                  $
                  193,639
                  
                  
                  $
                  (38,994
                  )
                  
                  $
                  (35,870
                  )
                  
                  $
                  147,944
                  
                  
                  $
                  266,720Net
      Income (Loss)
                  
                  $
                  (418,817
                  )
                  
                  $
                  1,227,148
                  
                  
                  $
                  (725,668
                  )
                  
                  $
                  (9,741,310
                  )
                  
                  $
                  (9,823,973
                  )Basic
      and diluted Net Income (Loss) per common share
                  
                  $
                  (5.35
                  )
                  
                  $
                  15.16
                  
                  
                  $
                  (4.33
                  )
                  
                  $
                  (19.46
                  )
                  
                  $
                  (47.26
                  )
  NOTE
15 - Supplemental Cash Flow Information
 
 Cash paid
for interest was approximately $200 in 2008 and  $ 23,900 in
2007.
 
 During
2008 and 2007 the Company issued approximately 37,520,000 shares
and  approximately 65,000, shares of its common stock,
respectively,  upon conversion of approximately $30,500 and $68,600 of
its 8% Callable Secured Convertible Notes.  During 2008 and 2007 the
Company issued approximately 142,527,000 shares and approximately 67,805,000
shares of its common stock upon conversion of approximately $274,000 and
approximately $39,000 of notes payable to related parties and other current
liabilities. During 2008 the Company issued approximately 64,308,000 shares of
its common stock upon conversion of approximately 520 shares of Series B
Preferred Stock.
  NOTE
16 – Subsequent Event
 
 On May
11, 2009 the Company entered into an financing agreement for Convertible
Promissory Notes in the amount of $825,000 in exchange for the delivery to the
Company of a Secured & Collateralized Promissory Notes in the amount of
$750,000. The Company has received $50,000 toward satisfaction of this note as
of this date.
 
 The
Convertible Promissory Note matures three years from the effective date and
bears a one time interest equal to 12% and the obligation is convertible into
the voting common stock of the Company at a conversion rate based on 70% of the
lowest trade price in the 20 trading days previous to the
conversion.  Any conversions by the Holder of these note is limited to
the Holder remaining under 4.99% ownership of the outstanding voting common
stock of the Company.  By the terms of this note prepayment is not
permitted unless approved by the lender.
 
 The
Secured & Collateralized Promissory Notes mature three years from the
effective date and bear a one time interest charge of 13.2% and are secured by
securities in the amount of 750,000.
 
 
 
 
 
 F-
  
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 Date:
      May 15, 2009
              
              Juniper
      Group, Inc.By:
              /s/Vlado P.
      HreljanovicVlado
      P. Hreljanovic,
                Chief
      Executive Officer, President, Chief Financial Officer, Treasurer,
      Secretary and Director
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and dates indicated.
 
 Date:
      May 15, 2009By:
              /s/Barry S.
      HustonBarry
      S. Huston,
                Director