UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-KSB





ý ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year
ended December 31, 2007





Commission
File Number 0-19170




JUNIPER
GROUP, INC.


(Name of small business
issuer in its charter)





Nevada                                                               
      11-2866771
              
              (State
      or other jurisdiction of  Incorporation  or
      organization)            (IRS Employer
      Identification
      No.)


20283
State Road 7 Suite 400


Boca
Raton, Florida, 33498


(Address
of principal executive offices) (561) 482-9327


(Registrant's
telephone number, including area code)





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


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





Title of
Each Class


-------------------------------------------------------------------


Common
Stock (par value $.001 per share)


12%
Non-Voting Convertible Redeemable Preferred Stock $0.10 par value


Voting
Convertible Redeemable Series B Preferred Stock $0.10 par value


Voting
Convertible Redeemable Series C Preferred Stock $0.10 par value


Voting
Non-Convertible Series D Preferred Stock $0.001 par value





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


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





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
126.2) of the Exchange Act: Yes______ No__X___





State’s
issuer’s revenues for its most recent fiscal year. - $ 1,896,297





The
aggregate market value of the Common Stock held by non-affiliates of the
Registrant was approximately $289,300 based upon the $0.0004 average bid price
of these shares on the OTC Bulletin Board for the period April 2, 2008 through
April 11,2008.





As of
April 11,2008, there were 723,188,192 outstanding shares of our Common Stock,
$0.001 par value per share.


















CAUTIONARY
STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE











SECURITIES
LITIGATION REFORM ACT OF 1995





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














































































Table of
Contents





INDEX





PART
      IITEM
      1.
            Description
      of Business
            
            4ITEM
      1A.
            Risk
      Factors
            
            6ITEM
      2.
            Description
      of Properties
            
            15ITEM
      3.
            Legal
      Proceedings
            
            15ITEM
      4.
            Submission
      of Matters to a Vote of Security Holders
            
            16PART
      IIITEM
      5.
            Market
      for Common Equity, Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities
            
            17ITEM
      6.
            Management's
      Discussion and Analysis or Plan of Operation
            
            20ITEM
      7.
            Consolidated
      Financial Statements
            
            29ITEM
      8.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            
            29ITEM
      8a
            Controls
      and Procedures
            
            29PART
      IIIITEM
      9.
            Directors,
      Executive Officers, Promoters and Control Persons, Compliance
      with
              Section
      16(a) of the Exchange Act
            
            31ITEM
      10.
            Executive
      Compensation
            
            32ITEM
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            
            38ITEM
      12.
            Certain
      Relationships and Related Transactions
            
            38PART
      IVITEM
      13.
            Exhibits
      and Reports on Form 8-K
            
            40ITEM
      14.
            Principal
      Accountant Fees and Services
            
            41Signatures
            
            F-30


























PART
I





ITEM
1. DESCRIPTION OF BUSINESS





General





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





We were
incorporated in the State of Nevada in 1997 and conducted our business through
indirect wholly-owned subsidiaries.   Our 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, which are subsidiaries of Juniper
Entertainment, Inc. our wholly owned subsidiary.





1.
Broadband Installation and Wireless Infrastructure Services: Our broadband
installation and wireless infrastructure operations are conducted through one
wholly owned subsidiary of Juniper Entertainment, Inc. Our broadband
installation and wireless infrastructure operations consist of wireless and
cable broadband installation services on a national basis by providing broadband
connectivity services for wireless and cable service providers and over 99% of
our revenues are derived from these operations.





2. Film
Distribution Services: Our film distribution operations are conducted through
one wholly owned subsidiary of Juniper Entertainment, Inc. Our 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











BROADBAND
INSTALLATION AND WIRELESS INFRASTRUCTURE SERVICES:





Our
broadband installation and wireless infrastructure services are conducted
through Juniper Services, Inc. (“Services”).  Services primarily focused in
the central United States, but has performed services on a national basis under
a new business model and with new management and new staff. Our focus in
2007 has been on the rebuilding and investment in its wireless infrastructure
services after certain alleged actions by Michael Calderhead and James
Calderhead, former disloyal employees for breaches of various contractual and
fiduciary duties owed to the Company, resulting in a reduction in construction
activity by major customers. Our intention  is to rebuild our
staff and our presence in order to be able to support the increased demand in
the deployment of wireless/tower system services with leading telecommunication
companies in providing them with maintenance and upgrading of wireless
telecommunications sites; site surveys, co-location facilitation, tower
construction and antenna installation to tower system integration, hardware and
software installations.







MATERIAL
ACQUISITIONS




On March
16, 2006, Juniper Services completed the acquisition of all outstanding shares
of New Wave Communication, Inc., making it a wholly owned subsidiary of Juniper
Services.




New Wave
is 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. We have serviced wireless
providers  in Florida, Illinois, Texas, Kansas, Missouri, Tennessee,
Kentucky, Maryland, Pennsylvania, Georgia, Wisconsin, North Carolina, all of
Indiana, and Western Ohio, but we are capable of sustained work anywhere within
the United States. New Wave is providing services to Cingular Wireless/AT&T,
Sprint/Nextel, Verizon, T-Mobile, Cricket , Revol, Crown Castle USA, Inc. and
Bechtel  Corp.









- 4
-







General
Description of Broadband and Wireless Telecommunication Industry




As the
broadband and wireless telecommunication companies are looking to reposition
into an all-in-one service provider, we believe that they will be providing
bundle service that includes data, voice and video.




The US
broadband market reached an important inflection point in late 2004 and early
2005 when the number of broadband Internet users overtook dial-up users for the
first time. ABI Research estimates that there will be over 480 million broadband
users in the U.S. by 2012.





Rising
broadband penetration is contributing to e-commerce growth, helping transform
the Web into a truly multimedia environment and making new Internet services
such as VoIP telephony a reality. The implications and opportunities for online
advertising and marketing are extensive. The major attractions for broadband
customers of broadband access to the Internet is the “always on” and the
high-speed performance of broadband access.  The addition of Voice
Over IP “VoIP” and other new services offered by broadband service
providers has further increased the market demand for broadband connectivity.
These new offerings have also increased the average per-customer and per-install
revenues derived from broadband customers. The result creates a driving need for
greater bandwidth. In addition, the build out of local municipal WiFi services
has created a shortage of high quality broadband integration service contractors
in the industry.




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




We
believe that this trend for outsourcing in the deployment and support for
Broadband customer services will continue to strengthen as the industry matures.
As the economic environment continues its improvement of the past year, we
believe that our prospects for the expansion of its broadband business are good
and an increase in the demand for the deployment and maintenance service of
tower/antenna system services are strong for 2008. We believe that
infrastructure build-out, technology introduction, new applications and
broadband deployment, integration and support will continue to be outsourced to
qualified service providers.





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




Services’
opportunity to exploit the new wireless infrastructure integration demand for
its services and to take advantage of future wireless and cable opportunities
are limited by a number of factors:





(i)      These
include its ability to financially support the agreements entered into and to
finance continuing growth and


fund
technician recruitment, training and payroll, as well as the financing of
operating cash flow requirements from


expansion
of its high quality technician services to the broadband providers in order to
meet the demand for its


services.
This will require additional financing on a timely basis.




(ii)     To
maximize capital availability for potential new services, we evaluate
opportunities for services to its customer


based
on capital investment requirements, the potential profit margin, and the
customer’s payment practices.





(iii)   Although
we focus on accelerating collections, and thereby reducing outstanding
receivables and helping cash


flow.
The issues that rank high on evaluating new business opportunities are the
customer’s accounts receivable


payments
and the derived gross profit margins. We continue to evaluate new business
opportunities with respect to


our
receivables and payment practices





(iv)    The
residual effects of the actions of certain former employees whom we have charged
with disloyalty and


accompanying
legal action discussed elsewhere in this document.





- 5
-








COMPETITION




The
markets in which we operate are highly competitive, requiring substantial
resources and skilled and experienced personnel. We compete with other companies
in most of our geographic markets in which we operate, and several of our
competitors are larger companies with greater financial, technical and marketing
resources than we do. In addition, there are relatively few barriers to entry
into the industries in which we operate and, as a result, any organization that
has adequate financial resources and access to technical expertise may become a
competitor. We believe that in 2008 a significant amount of revenue will be
derived from direct bidding for project work, and price will often be an
important factor in the award of such business and agreements.




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




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




We
continue to believe that the present state of this fragmented industry will
continue to change as smaller companies become acquired by larger
companies.




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




(i)
            longer
      operating histories;(ii)
            significantly
      greater financial resources;(iii)
            more
      technical and marketing resources;(iv)
            greater
      brand name recognition; and(v)
            larger
      existing customer base.






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





FILM
DISTRIBUTION SERVICES





Our film
distribution services have been conducted through Juniper Pictures,
Inc. (“Pictures”)




Pictures
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 2007, we evaluated our film library, taking into
account the revenue generated in 2007 and 2006, 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.  We took a charge of approximately $20,673 or 13% of the
value of our film library.  While we have not ceased operations in this
line of business we will engage in the sale or exploitation of film licenses if
and when opportunities are available, we will at this time not aggressively
devote our resources in this area.  Pictures generated revenue of
approximately $21,000 in 2007.





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





- 6
-





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 8, 2008 Morgenstern, Svoboda & Baer, CPA’s, P.C., stated
that our financial statements for the year ended December 31, 2007  and
December 31, 2006 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.








WE
HAVE ACCUMULATED LOSSES AND ARE NOT CURRENTLY PROFITABLE.





We have
incurred a deficit of approximately $38.4 million as of December 31, 2007
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
employees 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 JUNI.OB. As of April 11, 2008 there were 723,188,192 shares of Common
Stock outstanding, of which approximately 567,039,328 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. 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





- 7
-





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.





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 revenue in 2007 is 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 are strictly derived from the wireless infrastructure services of
our business, which accounted for 99% for 2006 and 99% for 2007 of the gross
revenue for the year, respectively. This represents revenue as follows: 28% from
Crown Castle USA, Inc.; 14% from Hanson Professional Services,; 10% from Baran
Telecom; 14% Sprint/Nextel; 8% Complete Tower Sources, Inc; and 8% from WesTower
Communications for 2007, respectively.   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 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 60% for 2007 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





- 8
-





that the
financial results for any particular quarter will be the same for any other
quarter.





Natural
catastrophes such as the recent hurricanes in the United States could also have
a negative impact on the economy overall and on 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. However, these natural catastrophes historically have
generated additional revenue subsequent to the event




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.





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





- 9
-





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
significantly  harmed.  The uncertainty associated with
rapidly changing telecommunications technology may also negatively impact the
rate of deployment of wireless networks and the demand for our
services.  Telecommunications services providers face significant
challenges in assessing consumer demand and in acceptance of rapidly changing
enhanced telecommunications capabilities.   If telecommunications
services providers perceive that the rate of acceptance of the next generation
telecommunications product will grow more slowly than previously expected, they
may, as a result, slow their development of the next generation
technologies.  Moreover, increasing price competition for subscribers
could adversely affect the profitability of carriers and limit their resources
for network deployment.  Any  significant sustained slowdown
will further reduce the demand for our services and adversely affect our
financial results.





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





We depend on the continued efforts of
our officers, and senior management. This 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
Exchanges 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





- 10
-





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 14, 2008 the Company entered
into five financing arrangements involving the sale of an aggregate of
$2,050,000 in principal amount of callable secured convertible notes. However,
there can be no assurance that we will generate adequate revenues from
operations. Failure to generate such operating revenues would have an adverse
impact on our financial position and results of operations and 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,





- 11
-





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,
or


2)
            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
March 30,2008, we had 699,340,192 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 25,448,252,200  shares of
common stock at current market prices, and outstanding warrants and options or
an obligation to issue options and warrants to purchase 32,667,000 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 aggregate of 36,000,015 shares
of our 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.





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 March 31,2008 of
$0.0003.





%
      Below
              Market
            Price
      Per Share
            With
      Discount
              At
      50%
            Number
      of Shares
              Issuable
            %
      of Outstanding
              Stock25%
            $0.000225
            $0.0001125
            18,666,560,000
            96%50%
            $0.000150
            $0.0000750
            27,999,800,000
            97%75%
            $0.000075
            $0.0000375
            55,262,842,105
            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 50% to 65% 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.





- 12
-





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 14, 2008 the Company entered
into five financing arrangements involving the sale of an aggregate of
$2,050,000 in principal amount of callable secured convertible notes and stock
purchase warrants to buy  29,500,000 shares of our common
stock.





The
callable secured convertible notes are due and payable, with 8% 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 $2,050,000. 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 $2,050,00 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 and December 26, 2007. 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





- 13
-





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 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.





- 14
-





MAJOR
CUSTOMERS





In 2007,
Crown Castle USA, Inc., Sprint/Nextel, Hanson Professional Services, Baran
Telecom,  Complete Tower Sources, Inc.  and WesTower
Communications accounted for 28%, 14%, 14 %, 8% and 8% of our total revenue,
respectively.







GOVERNMENT
REGULATIONS




In
connection with the installation of wiring in underground environments, the
communications industry may in the future be subject to environmental
regulations by various governmental authorities. Such regulations could affect
the manner in which we perform services. However, we are not aware of any
existing or probable governmental regulations that may have a material effect on
the normal operations of our business. There also are no relevant environmental
laws that require compliance by us that may have a material effect on the normal
operations of the business.





ITEM
2. DESCRIPTION OF PROPERTY





Our
headquarters are located at 20283 State Road,  Boca Raton, Florida
33498, and we have subsidiary office at 60 Cutter Mill Road, Suite 611, Great
Neck, New York 11021 (consisting of 1,650 square feet of offices), 231 Commerce
Drive, Franklin, Indiana 46131 (consisting of approximately 7,000 square feet of
office and warehouse space).




Our lease
in Boca Raton is on month to month basis, with current rent of $200 per
month.  Services’ sublease’s the New York office from Entertainment
Financing Inc.(“EFI), an entity 100% owned by our Chief Executive Officer,
currently at approximately $4,800 per month. EFI’s lease and Services’ 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. New Wave’s lease in Indiana is on a
month to month basis, with current rent of $5,266 per.





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.





- 15
-








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.





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





NONE








- 16
-











PART
II





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







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 2006 and 2007,
respectively. The quotations shown below reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.










2006
            HIGH
            LOWFIRST
      QUARTER
            $0.034
            $0.016SECOND
      QUARTER
            0.120
            0.015THIRD
      QUARTER
            0.070
            0.015FOURTH
      QUARTER
            0.050
            0.0232007FIRST
      QUARTER
            $0.040
            $0.021SECOND
      QUARTER
            0.035
            0.007THIRD
      QUARTER
            0.010
            0.0009FOURTH
      QUARTER
            0.0024
            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 31,2007.





( 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 7, 2007, 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 31,2007, were $34,983. 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





- 17
-





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.





No
dividends have been paid during the year ended December 31, 2007.











(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 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.




(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, 2007, 7,310,000 have
been designated for the Company’s four classes of preferred stock.




As of
March 30,2008, there were approximately 349 shareholders of record of the
Company’s Common Stock, excluding shares held in street name.





As of
March 30, 2008, the following information is provided with respect to
compensation plans (including individual compensation arrangements) under which
equity securities of the Company are authorized for issuance, aggregate as
follows:






































- 18
-





EQUITY
COMPENSATION PLAN INFORMATION






Plan
      category
            Number
      of securities
              to
      be issued upon
              exercise
      of
              outstanding
      options,
              warrants
      and rights
            Weighted
      average
              exercise
      price of
              outstanding
      options,
              warrants
      and rights
            Number
      of securities
              remaining
      available for future issuance under equity compensation plans (excluding
      securities reflected in column (a)(a)
            (b)
            (c)Equity
      compensation plans approved by security holders
            -0-
            -0-
            -0-Equity
      compensation plans not approved by security holders
            2,258,875
            $0.16
            109,848Total
            2,258,875
            $0.16
            109,848




In
addition to the issuance of options on the basis of individual compensation
arrangements, some of the foregoing options were issued pursuant to the
following option plans, none of which have been approved by our
stockholders:





1)
            under
      the 2004 Consultant Stock Plan an aggregate of 1,939,984 options have been
      issued; and


2)
            under
      the 2003 Equity Incentive Plan an aggregate of 1,450,168 options have been
      issued;





- 19
-








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





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





Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which could cause the actual results, performance (financial or operating) or
achievements expressed or implied by such forward-looking statements not to
occur or be realized. The words “expect,” “estimate,” “anticipate,” “predict,”
“believe” and similar expressions and variations thereof are intended to
identify forward looking statements. These statements appear in a number of
places in this report and include statements regarding the intent, belief or
current expectations of the Company, it directors or its officers with respect
to, among other things, trends affecting the Company’s financial condition or
results of operations. The readers of this report are cautioned that any such
forward looking statements are not guarantees of future performance and involve
risks and uncertainties that could cause actual results to differ materially.
Such factors as:





-
continued historical lack of profitable operations;


- working
capital deficit;


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


- the success of the expansion into the broadband installation and
      wireless infrastructure services and the ability to provide adequate
      working capital required for this
expansion,


and dependence thereon;


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


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


customers;


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


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


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


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


- rapid
technological changes; and


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









- 20
-








OVERVIEW




Juniper
Group, Inc. is a holding company and its business has been composed of two
segments (1) broadband installation and wireless infrastructure services and (2)
film distribution services. Currently film distribution services consist of a
financially insignificant portion of our operations.  The Company operates
from its Boca Raton, FL office and conducts its business indirectly through its
wholly-owned subsidiaries.




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





Film
Distribution Services: The film distribution services is conducted through
Juniper Pictures, Inc ( “Pictures “), a wholly owned subsidiary of Juniper
Entertainment, Inc. ( “ JEI “ ), a  wholly owned subsidiary of the
Company.





KEY FACTORS AFFECTING OR POTENTIALLY
AFFECTING RESULTS OF OPERATIONS AND FINANCIAL
CONDITIONS





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





Statement
of Financial Accounting Standards No. 133, ”Accounting for Derivative
Instruments and Hedging Activities”(SFAS) No. 13 requires that 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 notes payable
(included in the liabilities as a “derivative liability”) and to all other
warrants and options issued and outstanding as of December 28, 2005, except
those issued to employees. The result of adjusting these derivative liabilities
to market generated an unrealized loss for the year ended December 31, 2007 and
December 31, 2006 of approximately $6.5 million and $72,500,
respectively.





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. We, through
Juniper 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, Juniper Services consummated the acquisition of New
Wave by entering into a Stock Exchange Agreement and Plan of Reorganization with
New Wave. This is a direct complement to the Company’s existing broadband
installation and wireless infrastructure business.




We
reserve against receivables from customers whenever it is determined that there
may be operational, corporate or market issues that could eventually offset the
stability or financial status of these customers or payments to us. There is no
assurance that we will be successful in obtaining additional financing for these
efforts, nor can it be assured that our services will continue to be provided
successfully, or that customer demand for our services will continue to be
strong despite anticipated customer workloads through 2007.





Restatement:





During
the year ended December, 2006, it was determined that the correct application of
accounting principles had not been applied in 2005 and 2004 for equity
instruments issued to consultants for services. During 2005 and 2004 certain
options issued to consultants as consideration for goods or services were not
charged to stock-based compensation expense. The Company used the Black-Scholes
option-pricing model to determine the fair value of grants made for the years
ended December 31, 2005 and 2004. The financial statements have been restated to
reflect a charge to stock-based compensation expense of $3,150 for the year
ended December 31, 2005.





The
restatement for the fair value of the options has no effect on the Company’s
actual or reported cash flow. The restatement does, however, affect the
Company’s stated net income and loss per share for the years ended December 31,
2005. The impact of this correction through December 31, 2005 is to increase
additional paid in capital by $506,439 and to increase accumulated deficit by
$506,439. The stock-based compensation expense is not deductible for tax
purposes. As a result, this adjustment has no effect on the Company’s net
operating loss carry forward or deferred tax asset.














- 21
-





RESULTS
OF OPERATIONS





Results
of operations for year ended December 31, 2007 vs. December 31,
2006





Executive
Overview of Financial Results




The
Company is currently utilizing its resources to build the broadband installation
and wireless infrastructure services, and has not devoted resources toward the
promotion and solicitation of its film licenses.




NET
INCOME (LOSS)




Net loss
available to common stockholders was approximately $9.8 million or $(0.24) per
diluted net loss per share on revenue of approximately $1.9 million for the year
ended December 31, 2007 compared with net loss of approximately $1.7 million, or
$(0.12) per diluted net loss per share on revenue of approximately $4.7 million
for the year ended December 31, 2006. This represents a 60% decrease in revenue
and over a 400% increase in net losses.





REVENUES




The
broadband installation and wireless infrastructure services recognized revenue
of approximately $1.9 million for the year ended December 31, 2007 compared to
approximately $4.7 million for the year ended December 31, 2006, a decrease of
approximately $2.8 million. The decrease in revenue was a result of the loss of
business predominantly attributable to the actions of disloyal former
employees     ( see Legal proceedings Juniper vs.
Michael  and James Calderhead ).  The film distribution services
realized $21,000 for the period ended December 31, 2007.





OPERATING
COSTS





The
broadband installation and wireless infrastructure and film distribution
services incurred operating costs of approximately $1.6 million (86% of
revenue) for the year ended December 31, 2007, compared to approximately $3.4
million (73% of revenue) for the year ended December 30, 2006, a increase as a
percentage of revenue of 13% . $8,000 (50% of revenue) operating costs were
attributable to film distribution services for year ended December 31, 2007,
compared to no cost for the year ended December 31, 2006.




GROSS
PROFIT





The
Company’s gross profit margin for the year ended December 31, 2007 was
approximately $267,000 representing 14% of revenue, compared to approximately
$1,265,000 gross profit margin for the period ended December 31, 2006
representing 27% of revenue. This deterioration of gross profit is largely
attributable to the inability to cover fixed costs as a result of falling
revenues, as discussed above. ( see Legal proceedings Juniper vs.
Michael  and James Calderhead ).





HOLDING
COMPANY (JUNIPER GROUP)





Operating
Expense




The
Holding Company does not have any income producing operating assets. As such,
the operating loss was equal to operating expense. Operating expense consists
primarily of employee compensation, legal, accounting and consulting fees and
ordinary and customary office expenses. Operating expenses for the year ended
December 31, 2007  were
approximately  $2,707,000  compared to approximately
$2,251,000 for the year ended December 31, 2006, an increase
of  approximately $456,000  or 20%. The increase was due
mainly to the increase in professional fees in 2007.







Financing
Expense





Interest
expense and  amortization of debt discount were approximately $176,000
and $386,000, respectively, in 2007 and $155,000 and 226,000, respectively, in
2006. Loss on adjustment of derivative and warrant liabilities to fair value
amounted to $6.5 million in 2007 versus $73,000 in 2006. This increase due to
several factors; 1) the increase in borrowings which have increased the
underlying value of the derivative liabilities; 2) the decrease in the price of
the Company’s common shares which affect the value of the derivative and warrant
liabilities; and  3)general market conditions.





Revaluation
of Film Licenses





- 22
-





The
Company reevaluated the value of its film library in 2007 and 2006, based
primarily on management’s estimate of the discounted net present value of the
future revenue stream of its film titles by $20,672 in 2007 and $296,000 in
2006.




Results
of operations for year ended December 31, 2006 vs. December 31,
2005





Executive
Overview of Financial Results




The
Company is currently utilizing its resources to build the broadband installation
and wireless infrastructure services, and has not devoted resources toward the
promotion and solicitation of its film licenses. In 2005, the business of
supporting Broadband customer services was winding down and eventually ceased,
It is not contextual to directly compare the results of those operations to the
broadband installation and wireless infrastructure services business conducted
in 2006.




NET
INCOME (LOSS)




Net loss
available to common stockholders was approximately $(1,742,000), or $(0.12) per
diluted net loss per share on revenue of approximately $4,681,000 for the year
ended December 31, 2006 compared with net loss of approximately $(6,070,000), or
$(0.33) per diluted net loss per share on revenue of approximately $581,000 for
the year ended December 31, 2005. This represents a 706% increase in revenue and
a 71% decrease in net losses.





REVENUES




The
broadband installation and wireless infrastructure services and the film
distribution services recognized revenue of approximately $4,681,000 for
the period ended December 31, 2006 compared to approximately $580,500 for the
period ended December 31, 2005, an increase of approximately $4,100,500. The
increase in revenue was predominantly attributable to the acquisition of New
Wave.  The film distribution services realized $6,600 for the period ended
December 31, 2006.





The
factors contributing to the increase in revenue for the year ended December 31,
2006 was largely attributed to the acquisition of New Wave Communications, Inc.
in  2006.





OPERATING
COSTS





The
broadband installation and wireless infrastructure and film distribution
services incurred operating costs of approximately $3,416,000 (73% of
revenue) for the period ended December 31, 2006, compared to approximately
$515,000 (89% of revenue) for the period ended December 30, 2005, a decrease as
a percentage of revenue of 16% Other operating costs were attributable to
the acquisition of New Wave. No operating costs were attributable to film
distribution services for period ended December 31, 2006, compared to
approximately $28,000 (5% of revenue) for the period ended December 31,
2005.




GROSS
PROFIT





The
Company’s gross profit margin for the period ended December 31, 2006 was
approximately $1,265,000 representing 27% of revenue, compared to approximately
$66,000 gross profit margin for the period ended December 31,2005 representing
11.2% of revenue.





HOLDING
COMPANY (JUNIPER GROUP)





Operating
Expense




The
Holding Company does not have any income producing operating assets. As such,
the operating loss was equal to operating expense. Operating expense consists
primarily of employee compensation, legal, accounting and consulting fees and
ordinary and customary office expenses. Operating expenses for the year ended
December 31, 2006 were $1,375,000 compared to $1,897,000 for the year ended
December 31, 2005, a decrease of $552, 000 or 28%. The decrease was due mainly
to the reduction of general and administrative expenses incurred in 2005 with
the wind down of the Company’s services to wireless and cable companies in
residential and business subscribers.







Interest
Expense





Interest
expense and related charges such as amortization of debt discount and loss on
adjustment of derivative and warrant liabilities to fair value aggregated
$454,000 for the year ended December 31, 2006, compared to $1,323,000 for year
ended December 31, 2005, an decrease of $869,000 or 67%, due primarily to the
change in the value of the Company’s common shares which affect the value of the
derivative and warrant liabilities.





- 23
-








Revaluation
of Film Licenses





The
Company reevaluated the value of its film library in 2006 and 2005, based
primarily on management’s estimate of the discounted net present value of the
future revenue stream of its film titles by $296,000 in 2006 and $1,897,000 in
2005.









LIQUIDITY
AND CAPITAL RESOURCES





At December
31, 2007, we had a working capital deficit of approximately ($870,000), compared
to a working capital deficit of approximately ($1,632,000) at December 31, 2006.
The ratio of current assets to current liabilities was 0.08:1 at December
31, 2007, and 0.39:1 at December 31, 2006. Cash flow used for operations
during 2007 was $1,623,000.





The
Company did not have sufficient cash to pay for the cost of its operations or to
pay its current debt obligations. The Company raised  $1,200,000
through the sale of 8% Callable Secured Convertible Debentures 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 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.





With
regard to the balance of the past due payroll taxes, the Company has hired tax
counsel to negotiate with New York State and with the Internal Revenue
Service.





The fact
that the Company continued to sustain losses in 2007, had negative working
capital at December 31, 2007 and still requires additional sources of outside
case to sustain operations, continued to increase 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
2008. In addition, any event of default such as our failure to repay the
principal or interest on our 8% Callable Secured Convertible Debentures 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.





We
currently have a bank line of credit promissory note due June 6, 2008
of $300,250 of which the Company has used $300,250 at an interest rate of
7.75%.





SEASONALITY





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 us to variable quarterly results. Inclement weather
may lower the demand for our services in the winter months, as well as other
times of the year. Furthermore, the weather can delay the completion of projects
already started in addition to delaying the commission of new projects.
Therefore, we cannot predict that the financial results for any particular
quarter will be the same for any other quarter.




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








- 24
-





INFLATION




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





BACKLOG





None




FINANCING








The
Company entered into the following Securities Purchase Agreement with New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd. and AJW Partners, LLC: (A) on December 28, 2005 for the sale of (i)
$1,000,000 in Callable Secured Convertible Notes and (ii) warrants to buy
1,000,000 shares of our common stock; (B) on March 14, 2006 for the sale of (i)
$300,000 in callable secured convertible notes and (ii) stock purchase warrants
to buy 7,000,000 shares of our common stock; (C) the Company entered into a
Security Purchase Agreement with New Millenium Capital Partners II, LLC, AJW
Partners, LLC and AJW Master Fund Ltd. on September 13, 2007 for the sale
of (i) $600,000 in Callable Secured Convertible Notes and (ii) Warrants to buy
20,000,000 shares of our common stock; and (D) a Security Purchase Agreement
with New Millenium Capital Partners II, LLC, AJW Partners, LLC and AJW Master
Fund Ltd. on December 26, 2007 for the sale of (i) $100,000 in Callable
Secured Convertible Notes and (ii) Warrants to buy 1,000,000 shares of our
common stock .  The Company has sold all callable convertible
notes.


The
Callable Secured Convertible Notes bear interest at 8%, mature on January 15,
2009 with respect to the initial $500,000, on March 14, 2009 with respect to
$300,000, on May 11, 2011 with the respect of second $500,000, on September 13,
2010 with respect to $600,000, and on December 26, 2010 with respect to
$100,000.  The first $1,300,000 are convertible into our common stock,
at the investors' option, at the lower of (i) $0.05 or (ii) 35% of the average
of the three lowest intraday trading prices for the common stock on a principal
market for the 20 trading days before but not including the conversion date; the
$600,000 is convertible into our common stock at the investors’ option, at the
lower of (i) $0.0375 or (ii) 35% of the average of the three lowest intraday
trading prices for the common stock on a principle market for the 20 trading
days before, but not including the conversion date; the $100,000 is convertible
into our common stock at the investors’ option, at the lower of (i) $0.0375 or
(ii) 50% of the average of the three lowest intraday trading prices for the
common stock on a principle market for the 20 trading days before, but not
including the conversion date. The full principal amount of the Callable Secured
Convertible Notes are due upon default under their terms. The initial 1,000,000
warrants are exercisable until five years from the date of issuance at a
purchase price of $0.13 per share; the second Convertible Notes
of  7,000,000 warrants are exercisable until five years from the date
of issuance purchase price of $0.10 per share; the third Convertible Notes of
20,000,000 warrants are exercisable until seven years from the date of issuance
at a purchase price of $0.005 per share; and the final Convertible Notes of
1,000,000 warrants until seven years from the date of issuance at a purchase
price of $0.005 per share . In addition, the conversion price of the Callable
Secured 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, below market price, with the exception of any securities
issued in connection with the Securities Purchase Agreement. The conversion
price of the Callable Secured 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 selling stockholder's position. The selling stockholders have
contractually agreed to restrict their ability to convert or exercise their
warrants and receive shares of our common stock such that the number of shares
of common stock held by them and their affiliates after such conversion or
exercise does not exceed 4.99% of the then issued and outstanding shares of
common stock. In addition, we have granted the investors a security interest in
substantially all of our assets and registration rights.





On
January 31, 2008, the Company entered into a Securities Purchase Agreement with
New Millenium Capital Partners II, LLC, AJW Qualified Partners, LLC, and AJW
Master Fund Ltd., whereby $147,542 of accrued interest payable was converted
into the same amount of callable Secured Notes at 2% on terms similar to those
above.





On March
14, 2008, the Company entered into a Securities Purchase Agreement with New
Millennium Capital Partners II, LLC, for sale of $50,000 in callable Secured
Notes at 8% and stock purchase warrants to buy 500,000 shares of our common
stock.





The
proceeds received from the sale of the callable secured convertible notes have
been, and will continue to be, used to pay for the Company’s business
development purposes, working capital needs, payment of certain past due taxes,
payment of consulting, legal fees and repayment of certain debts.





We will
still need additional investments in order to continue operations to cash flow
break even. Financing transactions may include the issuance of equity or debt
securities, obtaining credit facilities, or other financing mechanisms. However,
the trading price of our common stock and the downturn in the U.S. stock and
debt markets could make it more difficult to obtain financing through the
issuance of equity or debt securities. Even if we are able to raise the funds
required, it is possible that we could incur unexpected costs and expenses, fail
to collect significant amounts owed to us, or experience unexpected cash
requirements that would force us to seek alternative financing. Further, if we
issue additional equity or debt securities, stockholders may
experience





- 25
-





additional
dilution or the new equity securities may have rights, preferences or privileges
senior to those of existing holders of our common stock. If additional financing
is not available or is not available on acceptable terms, we will have to reduce
staff and curtail our operations.





A
significant portion of our debt is personally guaranteed by the Company’s
Chairman of the Board and Chief Executive Officer.  Further changes to
these guarantees may affect the financing capacity of the Company.




CRITICAL ACCOUNTING
POLICIES AND USE OF ESTIMATES




Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America. The following policies, we
believe, are our most critical accounting policies, are important to our
financial position and results of operations, and require significant judgment
and estimates on the part of management. Those policies, that in the belief of
management are critical and require the use of judgment in their application,
are disclosed on Form 10KSB for the year ended December 31, 2007. Since
December 31, 2007, there have been no material changes to our critical
accounting policies.




We have
identified the following policies as critical to our business and the
understanding of its results of operations.  The impact of these
policies is discussed throughout Management’s Discussion and Analysis of
Financial Condition and Results of Operations where these policies affect
reported and anticipated financial results. Preparation of this report requires
our use of estimates and assumptions that affect the reported amounts of assets,
liabilities, disclosure of contingent assets and liabilities at the date of the
consolidated financial statements, and the reported revenue and expense amounts
for the periods being reported. On an ongoing basis, we evaluate these
estimates, including those related to the valuation of accounts receivable, and
the potential impairment of long lived assets. We base the estimates on
historical experience and on various other assumptions that are believed to be
reasonable, the results of which forms the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.




USE
OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS





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





Management
believes the following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its consolidated financial
statements.





REVENUE
RECOGNITION





We follow
the guidance in the Securities and Exchange Commission’s Staff Accounting
Bulletin no. 101, “revenue recognition” (“SAB 101”). We have revenue recognition
policies for its various operating segments, which are appropriate to the
circumstances of each business. 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 cost of operations for the broadband
installation and wireless infrastructure segment is reflected in the statement
of operations using the completed contract method. Accordingly, any contracts
that have estimated costs that are greater than the contacted revenue will
accrue a loss for us under these contracts.




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.





The
Company enters into contracts principally on the basis of competitive bids, the
final terms and price of which are frequently negotiated with the
customer.  The Company also performs services on a cost-plus or time
and materials basis. The Company completes most projects with a ninety day
period.





For our
broadband installation and wireless infrastructure segment, we record reductions
to revenues for estimated future chargebacks. These estimates are based upon
historical return experience and projections of customer acceptance of our
services. If we underestimate the level of chargebacks in a particular period,
we may record less revenue in later periods when returns exceed the predicted
amount. Conversely, if we overestimate the level of returns for a period, we may
have additional revenue in later periods when returns are less than
predicted.





VALUATION
OF ACCOUNTS RECEIVABLE


Collectability of accounts receivable is
evaluated for each customer based on the  industry and current
economic conditions. Other factors include analysis of historical bad debts,
projected losses, and current past due accounts.





- 26
-







GOODWILL
AND OTHER INTANGIBLE ASSETS:





We have
adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill
and Other Intangible Assets”. In making this assessment, management relies on a
number of factors including operating results, business plans, economic
projections, anticipated future cash flows, and transactions and market place
data. There are inherent uncertainties related to these factors and management’s
judgment in applying them to the analysis of goodwill impairment. Since
management’s judgment is involved in performing goodwill and other intangible
assets valuation analyses, there is a risk that the carrying value of the
goodwill and other intangible assets may be overstated or
understated.





We have
elected to perform the annual impairment test of recorded goodwill and
intangible assets as required by SFAS 142.  We recognized impairment based
upon the piracy of the film library in 2005 and the future revenue anticipated
from the sale of its films.




IMPAIRMENT
OF LONG-LIVED ASSETS:





We
evaluate the recoverability of our long lived assets in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long Lived Assets,” which generally requires us to
assess these assets for recoverability whenever events or changes in
circumstance indicate that the carrying amounts of such assets may not be
recoverable. We consider historical performance and future estimated results
in our evaluation of potential impairment and then compare the carrying
amount of the asset to the estimated nondiscounted 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 flows to the asset segment carrying values. The estimation of
fair value is measured by discounting expected future cash flows at the discount
rate we utilize to evaluate potential investments. Actual results may differ
from these estimates and as a result the estimation of fair value may be
adjusted in the future.






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.





If the
net resalable value of our film licenses is significantly less than management’s
estimate, it could have a material effect on our financial
condition.





We
expense the cost of film rights over the film life cycle based upon the ratio of
the current period’s gross revenues to the estimated remaining total gross
revenues. These estimates are calculated on an individual production basis for
film. Estimates of total gross revenues can change significantly due to a
variety of factors, including the level of market acceptance of the production
and trends in consumer behavior, and potential pirating.





For
acquired film libraries, remaining revenues include amounts to be earned for up
to twenty years from the date of acquisition. Accordingly, revenue estimates are
reviewed periodically and are revised if necessary. A change in revenue
projections could have an impact on our results of operations. Costs of film are
subject to valuation adjustments pursuant to applicable accounting rules. During
2006, we revised the value of our film library by approximately 61% of its carry
value and have continued to revise the value in 2007.  The net realizable
value of the licenses and rights are reviewed by management annually. Estimated
values are based upon assumptions about future demand and market conditions. If
actual demand or market conditions or impairment indicators arise that are less
favorable than our projections, film write-downs may be required.







NEW
ACCOUNTING PRONOUNCEMENTS





On
February 16, 2006 the Financial Accounting Standards Board (FASB) issued SFAS
155, "Accounting for Certain Hybrid Instruments," which amends SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities," and SFAS 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." SFAS 155 allows financial instruments that have embedded
derivatives to be accounted for as a whole (eliminating the need to bifurcate
the derivative from its host) if the holder elects to account for the whole
instrument on a fair value basis. SFAS 155 also clarifies and amends certain
other provisions of SFAS 133 and SFAS 140. This statement is effective for all
financial instruments acquired or issued in fiscal years beginning after
September 15, 2006. The Company does not expect its adoption of this new
standard to have a material impact on its financial position, results of
operations or cash flows.




In March
2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of
Financial Assets - an amendment to





- 27
-





FASB
Statement No. 140. Statement 156 requires that an entity recognize a servicing
asset or servicing liability each time it undertakes an obligation to service a
financial asset by entering into a service contract under certain situations.
The new standard is effective for fiscal years beginning after September 15,
2006. The Company does not expect its adoption of this new standard to have a
material impact on its financial position, results of operations or cash
flows.





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.








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.





- 28
-








ITEM
7. FINANCIAL STATEMENTS





The
response to this item follows Item 14.





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





On
January 5, 2006, the Company (A) dismissed Goldstein and Ganz, CPA’s, P.C.
(“G&G”) as its independent accountant responsible for auditing its financial
statements and (B) retained Morgenstern & Company, CPA’s, P.C.
(“Morgenstern”) as its new independent accountant.





The decision to retain Morgenstern was
unanimously approved by the Company’s Board of Directors.





From the
date of the last audited financial Statements through the date of G&G’s
dismissal, the Company had no disagreements, whether or not resolved, with
G&G on any matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which, if not resolved to
G&G’s satisfaction, would have caused G&G to make reference to the
subject matter of the disagreement in connection with its report.





During
its two most recent fiscal years, the Company did not consult Morgenstern
regarding the application of accounting principles to a specific completed or
contemplated transaction, other type of audit opinion that might be rendered on
the Company’s financial statements.





ITEM
8A. CONTROLS AND PROCEDURES





As
required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, we
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as of the end of the period covered by
this report. This evaluation was carried out under the supervision and with the
participation of Vlado P. Hreljanovic, who is our Chief Executive Officer and
our Chief Financial Officer, Vlado P. Hreljanovic, who holds both
positions.





We
recognize that, because the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events and also subject
to other inherent limitations, disclosure controls and procedures, no matter how
well designed and operated, can provide only reasonable, and not absolute,
assurance of achieving the desired objectives.





Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting management to material information relating to us that is required to
be included in our periodic filings with the Securities and Exchange Commission
and that the controls and procedures were effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act are accumulated and communicated to the Company's
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. There have been no changes in our
internal controls over financial reporting during the most recent fiscal quarter
that have materially affected, or are reasonable likely to materially affect,
our internal controls over financial reporting.




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed in
our reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.







- 29
-











PART
III





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





The
Company's Certificate of Incorporation provides for no less than three
Directors. Each Director shall hold office until the next annual meeting of
shareholders and until his successor has been elected and qualified. At the
present time there are a total of two (2) Directors. The Company is currently
considering various individuals to add to the Board of Directors. The Board of
Directors is empowered to fill vacancies on the Board. The Company's Directors,
Executive Officers and key employees are listed below:





Name
            Age
            Positions
              W/Company
            Director
              SinceVlado
      P. Hreljanovic
            60
            Chairman
      of the Board,
              President,
      CEO and CFO
            1987Barry
      S. Huston
            62
            Director
            2000Peter
      W. Feldman
            63
            Director
      (1)
            2003James
      A. Calderhead
            42
            President/Juniper
              Services,
      Inc. (2)
            2005








(1)
            Resigned
      in September, 2006


(2)
            The
      Company Terminated the Agreement  in May 2007 (See Litigation
      Section)







DIRECTORS





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





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







- 30
-








KEY
EMPLOYEES





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





Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons that Form 5 were required and
filed for those persons, the Company believes that, during the period from
January 1, 2007 through December 31, 2007, all filing requirements applicable to
its officers, directors, and greater than ten percent beneficial owners were
complied with.







ITEM
10. EXECUTIVE COMPENSATION







The
following table sets forth information with respect to the compensation of our
Chief Executive Officer and the other executive officers who earned more than
$100,000 per year at the end of the last completed fiscal year for services
provided to us and our subsidiaries in 2007 and 2006.









- 31
-







Summary
Compensation Table





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




Name
      & Principal Position
            Year
            Salary
      ($)
            Bonus
      ($)
            Stock
      Awards($)
            Option
      Awards ($)
            Non-Equity
      Incentive Plan Compensation ($)
            Change
      in Pension Value and Non-Qualified Deferred Compensa-tion Earnings
      ($)
            All
      Other Compensa-tion ($)
            Total
      ($)Vlado
      P. Hreljanovic,
              Chief
      Executive Officer
            2007
              
              
              2005
            219,883(1)
              
              
              221,893(3)
            0
              
              
              0
            0
              
              
              0
            0
              
              
              0
            0
              
              
              0
            0
              
              
              0
            39,051(2)
              
              
              56,364(4)
            258,934
              
              
              278,257James
      A. Calderhead,President, Juniper Services
            2007
              
              
              2006
            70,000
              
              
              157,692
            0
              
              
              45,000(6)
            0
              
              
              0
            0
              
              
              0
            0
              
              
              0
            0
              
              
              0
            5,158(5)
              
              
              14,581(7)
            75,158
              
              
              217,273




(
      1)
            In 2007, Mr. Hreljanovic’s, has
      accrued and not received gross salary in the amount of $179,268 and has
      been paid a gross salary of 40,615 for a total of
      $219,883.


(2)
            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.


(3)
            In2006, Mr. Hreljanovic’s, has
      accrued and not received gross salary in the amount of $216,355 and has
      been paid a gross salary of $5,538 for a total of
      $221,893..


(4)
            Other
      compensation for Mr. Hreljanovic in 2006 was primarily comprised of
      automobile lease payments and insurance premium of $28,819 and health and
      life insurance premium of $27,545.


(5)
            Other
      compensation for Mr. Calderhead for the year ended December 31, 2007 was
      primarily composed of health insurance premium of 
      $5,158.


(6)        For  the
      year ended December 31, 2006, Mr. Calderhead has accrued a bonus of
      $45,000 and has received as payment of bonus
  $25,213.


(7)
            Other compensation for Mr.
      Calderhead for the year ended December 31, 2006 was primarily composed of
      automobile reimbursement payments of $4,800 and health insurance premium
      of  $9,781.











- 32
-





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





Option
      Awards
            Stock
      AwardsName
            Number
      of Securities Underlying Unexercised Options (#)
      Unexercisable
            Number
      of Securities Underlying Unexercised Options (#)
      Unexercisable
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options (#)
            Option
      Exercise Price ($)
            Option
      Expiration on 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, Chairman of the Board, Chief Executive Officer
      (1)
            500,000
            -0-
            -0-
            $
      0.21
            2/1/2009
            -0-
            -0-
            -0-
            -0-James
      A. Calderhead, President Juniper Services (2)
            300,000
            -0-
            -0-
            $
      0.31
            2/7/2010
            -0-
            -0-
            -0-
            -0-








(1)           These options were granted to Mr.
Hreljanovic on February 2, 2004.





(2)
            These options were rescinded in
      May 2007 (See Litigation
Section).





- 33
-










Director
Compensation







Name
            
            
            Fees
      Earned or Paid in Cash
              ($
            )
            
            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,
              Chairman
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            -
            
            
            0
            
            
            0Barry
      Huston
              Director
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            -
            
            
            0
            
            
            0Peter
      Feldman
              Director
      (1)
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            -
            
            
            0
            
            
            0





(1)
Resigned on September 30, 2006





- 34
-








Employment
Agreements with Executive Officers





Mr.
Hreljanovic has an Employment Agreement with the Company, which expired on April
30, 2007, 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 expiring on June 30, 2008 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 2007 was scheduled to be approximately
$219,900. 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 net salary of $33,230 for a gross of $40,615 and the balance of
$179,268 was accrued and not paid.





Under the
terms of this 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.





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.





Stock
Option Plans





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





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





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





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








OPTION/SAR
GRANTS TABLE





OPTIONS/SAR
GRANTS IN 2005 FISCAL YEAR AND NO GRANTS IN 2005







Name
            Number
      of
              Securities
              Underlying
              Options/SARS
              Granted
              #
            %
      of Total
              Options/SARS
              Granted
      to
              Employees
      in
              Fiscal
      Year
            Exercise
      on
              Base
      Price
              ($/Share
            Expiration
              DateJames
      A. Calderhead
              President/
              Juniper
      Services, Inc.
            300,000
      (1)
            [100]%
            $0.31
            2/7/10





(1) These options are outstanding and
exercisable at December 31, 2006. These options were rescinded at the
termination of his employment agreement in May 2007 (See Litigation
Section).









- 35
-








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





The
following table sets forth, as of March 30, 2008 (i) the name and address of
each person who owns of record or who is known by the Board of Directors to be a
beneficial owner of more than five percent (5%) of the Company's outstanding
common stock, (ii) each of the Company's Directors, (iii) each of the Company’s
executive officers, and (iv) all of the Company's Executive Officers and
Directors as a group.





Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting and investment power. Under SEC rules, a person is deemed to be the
beneficial owner of securities which may be acquired by such person upon the
exercise of options and warrants or the conversion of convertible securities
within 60 days from the date on which beneficial ownership is to be determined.
Each beneficial owner’s percentage ownership is determined by dividing the
number of shares beneficially owned by that person by the base number of
outstanding shares, increased to reflect the beneficially-owned shares
underlying options, warrants or other convertible securities included in that
person’s holdings, but not those underlying shares held by any other
person.




Amount
and Nature of Beneficial Ownership







Amount
      and Nature of Beneficial Ownership
            
            
            Percentage
      of ClassVlado
      P. Hreljanovic
              60
      Cutter Mill Road
              Suite
      611
              Great
      Neck, NY 11021
            
            
            398,937,214(1)
            
            
            50.06%Barry
      S. Huston
              20
      Melby Lane
              East
      Hills, NY 11576
            
            
            201,957
      (2)
            
            
            0.00%Peter
      W. Feldman (a)
              111
      Great Neck Road
              Suite
      604
              Great
      Neck, NY 11021
            
            
            100,000
      (3)
            
            
            0.00%All
      current directors and named officers as a group (3 in
      all)
            
            
            
            
            
            50.06%





(a)
Resigned September 30, 2006








(1)
            Includes 6,500,000 shares of the
      Voting Non-Convertible Redeemable Series D Preferred Stock par value
      $0.001 entitled to 60 votes per share, 220,000 shares of Voting
      Convertible Redeemable Series C Preferred Stock par value $0.10 entitled
      to 30 votes per share,  and 500,000 shares of Common Stock
      issuable upon exercise of options granted to Mr. Hreljanovic under the
      2003 Equity Incentive Plan.  Includes an aggregate of 1,423,886
      shares of Common Stock owned by Mr. Hreljanovic's
      children.





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





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








ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




The
Company paid rent under a sublease during 2007 and 2006 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





- 36
-





for the
years ended December 31, 2007 and 2006 was approximately $60,000 and $91,000
respectively. The master lease and the Company’s lease on this space expires on
November 30, 2016.





The
Company acquired distribution rights to two films from a company affiliated with
our Chief Executive Officer, for a ten-year license period, which expires on
June 5, 2008. We are obligated to pay such company producers' fees at the
contract rate. Such payments will be charged against earnings. In 2007, no
payments were made to such company and no revenue was recognized from such
films.





Throughout
2007 and 2006, the Company’s principal shareholder and officer made loans to,
and payments on behalf of, the Company and received payments from time to time.
The net outstanding balance due to the officer was approximately $417,000 at
December 31, 2007.





As part
of salary, bonuses and other compensation, the Company’s President and Chief
Executive Officer, has accrued and not received gross salary in the amount of
$179,268 and has received as net salary of $33,230 for a gross of $40,615in
2007.





During
2006, legal services were performed by a firm in which Mr. Barry S. Huston, a
member of our Board of Directors, is a Partner. Such services related to the
collection and settlement of various receivables. For their services, Mr.
Huston's firm receives compensation on a contingent basis (one third upon
settlement). During 2007 no legal services or compensation was paid to Mr.
Huston.








- 37
-







ITEM 13.
EXHIBITS.


Exhibit
Description:


Exhibit
            
            Incorporated
              By
      Reference2.1
            Agreement
      and Plan of Merger dated as of January 20, 1997 between the Registrant and
      Juniper Group, Inc., a Nevada corporation
            (2)3.1
            Certificate
      of Incorporation of the Registrant, as amended
            (1)3.2
            Amendment
      to the Certificate of Incorporation of the Registrant, filed March 7,
      1997
            (3)3.3
            Certificate
      of Incorporation of Juniper Group, Inc., a Nevada
      corporation.
            (2)3.4
            By-Laws
      of the Registrant (1)
            (1)3.5
            Amendment
      to the By-Laws of the Registrant approved by shareholders of the
      Registrant on February 12, 1997
            (2)3.6
            By-Laws
      of Juniper Group, Inc., a Nevada corporation
            (2)3.7
            Certificate
      of Designation, Power, Preferences and Rights of Series C Preferred
      Stock
            (8)4.1
            1999
      Stock Option Plan
            (2)4.2
            2000
      Stock Option Plan
            (3)4.3
            2001
      Stock Option Plan
            (4)4.4
            2002
      Equity Incentive Plan
            (5)4.5
            2003
      Equity Incentive Plan
            (6)4.6
            2004
      Consultant Stock Plan (7)
            (7)10.1
            Form
      of Securities Purchase Agreement between Juniper Group, Inc. and certain
      investors
            (9)10.2
            Form
      of Callable Security Convertible Note issued by Juniper Group, Inc. and
      certain investors
            (9)10.3
            Form
      of Stock Purchase Warrants issued by Juniper Group,
    Inc.
            (9)10.4
            Registration
      Rights Agreement between Juniper Group, Inc. and certain
      investors
            (9)10.5
            Security
      Agreement between Juniper Group, Inc. and certain
      investors
            (8)10.6
            Stock
      Exchange Agreement and Plan of Reorganization between Juniper Services,
      Inc. and New Wave Communications, Inc.
            (8)10.7
            Form
      of Securities Purchase Agreement between Juniper Group Inc. and certain
      investors
            (11)10.8
            Form
      of Callable Security Convertible Note issued by Juniper Group, Inc. and
      certain investors
            (11)10.9
            Form
      of Stock Purchase Warrants issued by Juniper Group,
    Inc.
            (11)10.10
            Registration
      Rights Agreement between Juniper Group, Inc. and certain
      investors
            (11)10.11
            Security
      Agreement between Juniper Group, Inc. and certain
      investors
            (11)10.12
            Form
      of Securities Purchase Agreement between Juniper Group Inc. and certain
      investors
            (14)10.13
            Form
      of Callable Security Convertible Note issued by Juniper Group, Inc. and
      certain investors
            (14)10.14
            Form
      of Stock Purchase Warrants issued by Juniper Group,
    Inc.
            (14)10.15
            Registration
      Rights Agreement between Juniper Group, Inc. and certain
      investors
            (14)10.16
            Security
      Agreement between Juniper Group, Inc. and certain
      investors
            (14)10.17
            Form
      of Securities Purchase Agreement between Juniper Group Inc. and certain
      investors
            (15)10.18
            Form
      of Callable Security Convertible Note issued by Juniper Group, Inc. and
      certain investors
            (15)10.19
            Form
      of Stock Purchase Warrants issued by Juniper Group,
    Inc.
            (15)10.20
            Registration
      Rights Agreement between Juniper Group, Inc. and certain
      investors
            (15)10.21
            Security
      Agreement between Juniper Group, Inc. and certain
      investors
            (15)10.22
            Form
      of Securities Purchase Agreement between Juniper Group Inc. and certain
      investors
            (17)10.23
            Form
      of Callable Security Convertible Note issued by Juniper Group, Inc. and
      certain investors
            (17)10.24
            Form
      of Stock Purchase Warrants issued by Juniper Group,
    Inc.
            (17)10.25
            Registration
      Rights Agreement between Juniper Group, Inc. and certain
      investors
            (17)10.26
            Security
      Agreement between Juniper Group, Inc. and certain
      investors
            (17)21.1
            Subsidiaries
      of Juniper Group, Inc.
            (8)31.1
            Certification
      by President and Chief Financial Officer, Vlado P. Hreljanovic, pursuant
      to U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            Attached
              Hereto32.1
            Certification
      by President and Chief Financial Officer, Vlado P. Hreljanovic, pursuant
      to U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
            Attached
              Hereto





(1)
            Incorporated
      by reference to the Company’s annual report on Form 10-KSB for the fiscal
      year ended December 31, 1996(2)
            Incorporated
      by reference to the Company’s Proxy Statement for its Annual Meeting held
      on December 30, 1999(3)
            Incorporated
      by reference to the Company’s Proxy Statement for its Annual Meeting held
      on December 27, 2000(4)
            Incorporated
      by reference to the Company’s Form S-8 filed on October 1, 2001, as
      amended on October(5)
            Incorporated
      by reference to the Company's Form S-8 filed January 3,
      2003(6)
            Incorporated
      by reference to the Company's Form S-8 filed July 11,
      2003.(7)
            Incorporated
      by reference to the Company's Form S-8 filed April 26,
      2004.(8)
            Incorporated
      by reference to the Company's annual report on Form 10-KSB for the fiscal
      year ended December 31, 2005(9)
            Incorporated
      by reference to the Company's Form 8-K filed January 5,
      2006(10)
            Incorporated
      by reference to the Company's Schedule 14C Information Statement filed
      June 6, 2006(11)
            Incorporated
      by reference to the Company's Form 8-K filed August 1,
      2006(12)
            Incorporated
      by reference to the Company's Form SB-2 Registration Statement filed May
      11, 2007(13)
            Incorporated
      by reference to the Company's Form 8-K filed May 18,
      2007(14)
            Incorporated
      by reference to the Company's Form 8-K filed July 13,
      2007(15)
            Incorporated
      by reference to the Company's Form 8-K filed October 9,
      2007(16)
            Incorporated
      by reference to the Company's Form 8-K filed January 24,
      2008(17)
            Incorporated
      by reference to the Company's Schedule 14C Information Statement filed
      April 24, 2008








- 38
-











ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





During
2006 and 2005, the Company changed its’ auditors in 2005 to Morgenstern, Svoboda
and Baer, CPA’s, P.C., from Goldstein & Ganz, CPA's P.C. Morgenstern,
Svoboda and Baer, CPA’s, P.C. did not  provide any services to the
Company related to financial information systems design and
implementation.





The
aggregate fees billed by Morgenstern, Svoboda and Baer, CPA’s, P.C. to the
Company for the years ended December 31, 2007 and 2006 are as
follows:












2007
            
            
            2006Audit
      Fees (1)
            
            
            37,264
            
            
            72,600All
      Other Fees
            
            
            3,693
            
            
            37,100Total
      Fees for Services Provided
            
            
            40,967
            
            
            109,700










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






































- 39
-

















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, 2007 and 2006....
            F-3Consolidated
      Statements of Income for the years ended  December 31, 2007 and
      2006.
            F-4Consolidated
      Statements of Cash Flows for the years ended December 31, 2007 and
      2006.
            F-5Consolidated
      Statements of Shareholders' Equity for the years ended December 31, 2007
      and 2006
            F-6Notes
      to Consolidated Financial Statements
            F-8




































































F-1














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








































F-2








JUNIPER
      GROUP, INC.AND
      SUBSIDIARY COMPANIESCONSOLIDATED
      BALANCE SHEETSDECEMBER
      31,2007
            
            
            2006ASSETSCurrent
      AssetsCash
            
            $
            -
            
            
            $
            202,773Accounts
      receivable-trade (net of allowance)
            
            
            204,523
            
            
            
            616,282Costs
      in excess of billings on uncompleted projects
            
            
            6,712
            
            
            
            59,159Prepaid
      expenses and other current asset
            
            $
            174,814
            
            
            $
            87,494386,049
            
            
            
            965,707Film
      licenses
            
            
            151,101
            
            
            
            180,173Property
      and equipment net of accumulated depreciation of  $737,167 and $
      1,327,454, respectively
            
            
            310,092
            
            
            
            399,897TOTAL
      ASSETS
            
            $
            847,242
            
            
            $
            1,545,777LIABILITIES
      AND SHAREHOLDERS’ EQUITYCurrent
      Liabilities:Bank
      Overdraft
            
            $
            108,613
            
            
            $
            -Accounts
      payable and accrued expenses
            
            
            1,549,344
            
            
            
            1,454,272Notes
      payable and capitalized leases - current portion
            
            
            1,317,958
            
            
            
            235,587Preferred
      stock dividend payable
            
            
            34,983
            
            
            
            28,897Due
      to officer
            
            
            417,735
            
            
            
            305,000Due
      To shareholders & related parties
            
            
            47,009
            
            
            
            574,315Total
      current liabilities
            
            
            3,475,642
            
            
            
            2,598,071Notes
      payable and capitalized leases, less current portion
            
            
            709,528
            
            
            
            295,360Derivative
      liability related to convertible debentures
            
            
            9,511,641
            
            
            
            1,529,211Warrant
      liability related to convertible debentures
            
            
            20,289
            
            
            
            305,053Total
      liabilities
            
            $
            13,717,100
            
            
            $
            4,727,695Shareholders’
      Deficit12%
      Non-voting convertible redeemable preferred stock: $.10 par value, 875,000
      shares authorized,  25,357 shares issued and outstanding at
      December 31, 2007 and 2006: aggregate liquidation preference, $50,714 at
      December 31, 2007 and 2006
            
            
            2,536
            
            
            
            2,536Voting
      Convertible Redeemable Series B Preferred Stock $0.10 par value 135,000
      shares authorized, issued and outstanding at  December 31, 2007
      and 2006
            
            
            13,500
            
            
            
            13,500Voting
      Convertible Redeemable Series C Preferred Stock $0.10 par value 300,000
      shares authorized,  80,000 shares issued at December 31,
      2007
            
            
            8,000
            
            
            
            -Voting
      Series D Preferred Stock $0.001 par value 6,500,000 authorized, issued and
      outstanding at December 31, 2007
            
            
            6,500
            
            
            
            -Common
      Stock - $0.10 par value, 750,000,000 shares authorized, 142,218,938 and
      15,670,122 issued and outstanding at December 31, 2007 and December 31,
      2006, respectively
            
            
            142,216
            
            
            
            15,669Capital
      contributions in excess of par:Attributed
      to 12% preferred stock non-voting
            
            
            22,606
            
            
            
            22,606Attributed
      to Series B Preferred Stock voting
            
            
            3,172,415
            
            
            
            3,172,415Attributed
      to Series C Preferred stock voting
            
            
            22,000
            
            
            
            -Attributed
      to Series D Preferred stock voting
            
            
            -
            
            
            
            -Attributed
      to common stock
            
            
            22,173,857
            
            
            
            22,194,785Deficit
            
            
            (38,433,488
            )
            
            
            (28,603,429
            )Total
      Shareholders’ deficit
            
            
            (12,869,858
            )
            
            
            (3,181,918
            )Total
      liabilities & shareholders’ deficit
            
            $
            847,242
            
            
            $
            1,545,777








The
Accompanying Notes are an Integral Part of the Consolidated Financial
Statements





F-3











JUNIPER
      GROUP, INC.AND
      SUBSIDIARY COMPANIESCONSOLIDATED
      STATEMENTS OF INCOMEYEARS
      ENDED DECEMBER 31,2007
            
            
            _
      2006__Revenues:Broadband
      Installation and Wireless Infrastructure Services
            
            $
            1,875,297
            
            
            $
            4,674,293Film
      Distribution Services
            
            
            21,000
            
            
            
            6,6001,896,297
            
            
            
            4,680,893Operating
      Costs:Broadband
      Installation and Wireless Infrastructure Services
            
            
            1,621,577
            
            
            
            3,416,340Film Distribution Services
            
            
            8,000
            
            
            
            -1,629,577
            
            
            
            3,416,340Gross
      Profit
            
            
            266,720
            
            
            
            1,264,553Selling,
      general and administrative expenses
            
            
            2,698,667
            
            
            
            2,250,755Revaluation
      of film licenses
            
            
            22,089
            
            
            
            295,850Interest
      Expense
            
            
            176,323
            
            
            
            155,140Loss
      on Asset Disposition
            
            
            -
            
            
            
            295Settlement
      Expense
            
            
            310,000
            
            
            
            -Loss
      on adjustment of derivative and warrant liabilities to fair
      value
            
            
            6,497,666
            
            
            
            72,484Amortization
      of Debt Discount.
            
            
            385,947
            
            
            
            225,92310,090,693
            
            
            
            3,000,447Net
      (loss) before other income
            
            
            (9,823,973
            )
            
            
            (1,735,894
            )Settlement
      Income
            
            
            -
            
            
            
            355Net
      (loss)
            
            $
            (9,823,973
            )
            
            $
            (1,735,539
            )Preferred
      stock dividend
            
            
            (6,086
            )
            
            
            (6,086
            )Net
      (loss) available to common stockholders
            
            $
            (9,830,059
            )
            
            $
            (1,741,625
            )Weighted
      average number of shares outstanding
            
            
            41,598,471
            
            
            
            14,556,675Basic
      and diluted net (loss) per common share
            
            $
            (0.236
            )
            
            $
            (0.120
            )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 31,2007
            
            
            2006Operating
      Activities:Net
      (loss)
            
            $
            (9,823,973
            )
            
            $
            (1,735,539
            )Adjustments
      to reconcile net cash provided by operating
    activities:Bad
      debt
            
            
            1,200
            
            
            
            14,381Amortization
      of film licenses
            
            
            8,399
            
            
            
            5,806Amortization
      of debt discount
            
            
            385,947
            
            
            
            225,923Unrealized
      (gain) loss of derivative liabilities
            
            
            6,497,664
            
            
            
            72,484Depreciation
      and amortization expense
            
            
            114,581
            
            
            
            177,336Settlement
      Expense
            
            
            310,000Payment
      of compensation to employees and consultants with
    equity
            
            
            
            
            
            
            5,000Re-evaluation
      of film licenses
            
            
            20,673
            
            
            
            295,850Loss
      on disposition of assets
            
            
            (15,796
            )
            
            
            295Changes
      in other operating assets and liabilities:Accounts
      receivable
            
            
            410,559
            
            
            
            403,204Costs
      in excess of billings on uncompleted projects
            
            
            52,447
            
            
            
            14,675Prepaid
      and other current assets
            
            
            (87,320
            )
            
            
            21,386Accounts
      payable and accrued expenses
            
            
            125,076
            
            
            
            90,257Notes
      payable
            
            
            -
            
            
            
            (17,552
            )Due
      to officers and shareholders
            
            
            377,256
            
            
            
            264,327Preferred
      stock dividend payable
            
            
            6,086
            
            
            
            -Net
      cash (used for) operating activities
            
            $
            (1,623,287
            )
            
            $
            (162,167
            )Investing
      activities:(Purchase)
      of equipment and licenses
            
            
            (51,700
            )
            
            
            (165,119
            )Payment
      for acquisitions net of cash acquired
            
            
            42,720
            
            
            
            (222,105
            )Net
      Cash (used for) investing activities:
            
            
            (8,980
            )
            
            
            (387,224
            )Financing
      Activities:Payment
      of borrowings
            
            
            (178,416
            )
            
            
            (82,143
            )Proceeds
      from borrowings
            
            
            1,499,298
            
            
            
            300,000Proceeds
      from borrowings from officers and shareholders
            
            
            -
            
            
            
            262,587Payment
      of borrowings from officers and shareholders
            
            
            -
            
            
            
            (105,193
            )Bank
      Overdraft
            
            
            (108,613
            )
            
            
            -Net
      cash provided by financing activities:
            
            
            1,212,269
            
            
            
            375,251Net
      increase (decrease) in cash
            
            
            (202,773
            )
            
            
            (174,140
            )Cash
      at beginning of period
            
            
            202,773
            
            
            
            376,913Cash
      at end of Period
            
            $
            0
            
            
            $
            202,773Supplemental
      Interest
            
            $
            23,877
            
            
            $
            27,222
















The
Accompanying Notes are an Integral Part of the Consolidated Financial
Statements














F-
5








JUNIPER
      GROUP, INC.AND
      SUBSIDIARY COMPANIESCONSOLIDATED
      STATEMENTS OF SHAREHOLDERS' EQUITYNon-Voting
      Preferred
              Stock
            Series
      B Preferred Stock
            Common
      StockNon-Voting
      Preferred Stock
            
            Capital
      Contributions in Excess Of Par
            
            Par
      Value At $.10
            
            
            Capital
      Contributions in Excess of Par
            
            
            Par
      Value At $.001
            
            
            Capital
      Contributions in Excess of Par
            
            
            (Deficit)
            Notes
      for Subscription Receivable
            
            
            TotalDecember
      31, 2005
            $
            2,536
            
            $22,606
            $
            11,749
            
            $
            2,561,769
            
            $
            14,232
            
            $
            22,162,291
            
            $
            (26,861,804)
            
            
            $
            (2,086,621)Cancellation
      of prior stock awards
            
            
            
            
            
            
            
            
            
            
            
            (130
            )
            
            (5,070
            )
            
            
            
            
            
            (5,200)Compensation
      to Consultants
            
            
            
            
            
            
            
            
            
            
            
            250
            
            
            4,750
            
            
            
            
            
            
            5,000Stock
      issuance related to New Wave Acquisition
            
            
            
            
            
            1,974
            
            
            628,239
            
            
            
            
            
            
            
            
            
            
            
            
            630,213Reversal
      of Preferred
            
            
            
            
            
            (223
            )
            
            (17,593
            )
            
            445
            
            
            17,371Conversion
      of short term notes
            
            
            
            
            
            
            
            
            
            
            
            720
            
            
            13,680
            
            
            
            
            
            
            14,400Partial
      conversion of convertible debentures
            
            
            
            
            
            
            
            
            
            
            
            152
            
            
            1,763
            
            
            
            
            
            
            1,915Net
      (loss) for the year ended December 31, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,741,625)
            
            
            
            (1,741,625)December
      31, 2006
            $
            2,536
            
            $22,606
            $
            13,500
            
            $
            3,172,415
            
            $
            15,669
            
            $
            22,194,785
            
            $
            (28,603,429)
            
            
            $
            (3,181,918)











The
Accompanying Notes are an Integral Part of the Consolidated Financial
Statements





F-
6








JUNIPER
      GROUP, INC.AND
      SUBSIDIARY COMPANIESCONSOLIDATED
      STATEMENTS OF SHAREHOLDERS' EQUITYDecember
      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
            15,669
            58,742
            -
            -
            67,805
            -
            142,216Capital
      Contributions in Excess of Par
            22,194,785
            8,359
            -
            -
            (29,287)
            -
            22,173,857RETAINED
      EARNINGS (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-
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 is 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. We service the wireless providers primarily in
Eastern Illinois, all of Indiana, and Western Ohio. However, we are capable of
sustained work anywhere within the United States. Our current client roster
includes Cingular Wireless/AT&T, Sprint/Nextel, Verizon, T-Mobile, Cricket,
Revol, Crown Castle and Bechtel. The acquisition of New Wave 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.





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-
8
 
 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.





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 five major customers representing over 68% of sales revenue for year
ending December 31, 2007. Within the industry in which the Company operates,
these concentrations are the product of a limited customer base. The Company had
three sub-contractors during the year ending December 31, 2007 which represented
over 41% of the Company’s total subcontracting costs.  The Company had two
customers who accounted for 70.40% of accounts receivable at December 31,
2007.





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-
9
 
 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





During
December, 2004, the FASB issued SFAS No. 123R “Share-Based Payment,” which
requires measurement and recognition of compensation expense for all stock-based
payments at fair value. This statement eliminated the ability to account for
share-based compensation transactions using Accounting Principles Board Opinion
25, “Accounting for Stock Issued to Employees” (“APB No. 25”). Stock-based
payments include stock grants.





We have
granted options to purchase common stock to some of our employees at prices
equal to the market value of the stock on the dates the options were granted.
The Company has also awarded liability instruments that required employee and
consultants to provide services over a requisite period. We adopted SFAS No.
123R in the second quarter of fiscal 2006 using the modified prospective
application. Under this method, the fair value of any outstanding but unvested
options or liability instrument as of the adoption date is expensed over the
remaining vesting period. However there was no compensation expense for stock
options calculated according to SFAS No. 123R in 2006.





Prior to adopting SFAS No. 123R, we
accounted for stock options under APB No. 25. Accordingly, no compensation
expense was charged to operations in previous fiscal years. If compensation
expense for the plans had been determined based on the fair value at the grant
dates for awards under the plans consistent with the accounting method available
under SFAS No. 123R, our net income and net income per common share would have
been reduced to the pro forms amounts indicated below:





F-
10
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS










Years
      EndedDecember
      31, 2007
            
            
            December
      31, 2006Net
      (loss) available for Common Stockholders
            
            $
            (9,830,059
            )
            
            $
            (1,741,625
            )Add
      stock-based employee compensation expense included in reported net income,
      net of taxes
            
            
            -
            
            
            
            -Deduct
      stock-based employee compensation expense determined under
      fair-value-based method for all awards, net of taxes -after adoption of
      SFAS 123R
            
            
            -
            
            
            
            -Pro
      forma
            
            $
            (9,830,059
            )
            
            $
            (1,741,625
            )Basic
      net (loss) per common share:
              As
      reported
            
            $
            (0.236
            )
            
            $
            (0.12
            )Pro
      forma
            
            $
            (0.236
            )
            
            $
            (0.12
            )Diluted
      net loss per common share:
              As
      reported
            
            $
            (0.236
            )
            
            $
            (0.12
            )Stock
      option expense, net of taxes
            
            
            -
            
            
            
            -Pro
      forma
            
            $
            (0.236
            )
            
            $
            (0.12
            )







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 2007 and 2006, 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 2006 financial statements were reclassified to conform to the
2007 presentation.








New
Accounting Pronouncements





F-
11
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS








On
February 16, 2006 the Financial Accounting Standards Board (FASB) issued SFAS
155, "Accounting for Certain Hybrid Instruments," which amends SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities," and SFAS 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." SFAS 155 allows financial instruments that have embedded
derivatives to be accounted for as a whole (eliminating the need to
bifurcate


the
derivative from its host) if the holder elects to account for the whole
instrument on a fair value basis. SFAS 155 also clarifies and amends certain
other provisions of SFAS 133 and SFAS 140. This statement is effective for all
financial instruments acquired or issued in fiscal years beginning after
September 15, 2006. The Company does not expect its adoption of this new
standard to have a material impact on its financial position, results of
operations or cash flows.




In March
2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of
Financial Assets - an amendment to FASB Statement No. 140. Statement 156
requires that an entity recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into a
service contract under certain situations. The new standard is effective for
fiscal years beginning after September 15, 2006. The Company does not expect its
adoption of this new standard to have a material impact on its financial
position, results of operations or cash flows.





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





F-
12
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





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.








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.





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 and $61,442 at December 31, 2007, and December
2006, respectively.





NOTE  3- Prepaid Expenses And
Other Current Assets





At
December 31, 2007, prepaid expenses and other current assets 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.





At
December 31, 2006, prepaid expenses and other current assets consisted of
significant items such as: prepaid insurance expenses of $18,000; advances to
employees of $10,000 other prepaid consulting expenses of 58,000.





F-
13
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS








NOTE
4 - Property and Equipment





Depreciation
expense for the year ending December 31, 2007 and 2006 was $114,581 and
$159,112. At December 31, 2007 and 2006, property and equipment consisted of the
following:





2007
            
            
            2006Vehicles
            
            $
            623,839
            
            
            $
            613,267Equipment
            
            
            833,404
            
            
            
            826,565Website
      Costs
            
            
            207,284
            
            
            
            207,284Leasehold
      improvements
            
            
            53,296
            
            
            
            53,296Furniture
      and fixtures
            
            
            26,939
            
            
            
            26,939Total
      property and equipment
            
            
            1,745,316
            
            
            
            1,727,351Accumulated
      depreciation
            
            
            (1,435,225
            )
            
            
            (1,327,454
            )Property
      and equipment, net
            
            $
            310,092
            
            
            $
            399,897







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 $22,089
in 2007 and $296,000 in 2006. 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-
14
 
 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, 2007, the following shows the
anticipated film forecast revenue.







#
      of Films
            Expiration
      of Film License & Book Value
            
            
            Film
      Forecast Revenue
            %14
            2009
            
            
            17,600
            8.9615
            2011
            
            
            29,100
            14.8112
            2013
            
            
            48,700
            24.7818
            2014
            
            
            72,700
            37.0018
            2017
            
            
            20,400
            10.383
            2019
            
            
            8,000
            4.0780
            
            
            $
            196,500
            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, 2007 and 2006








Description
            December 31, 2007
            December 31, 2006Capitalized
      vehicle leases, payable in monthly installments, bearing interest at
      varying interest rates, maturing in 2011
            $       119,538
            $    159,573Various
      notes due currently with various interest rates
            110,957
            100,000Convertible
      notes due currently to related parties with interest at various interest
      rates
            735,857
            -Note
      Payable, Bank
            300,250
            46,000Note
      Due 2010
            216,667
            -8%
      Callable Secured Convertible Notes maturing 2009 (net of discount of
      $(1,386,765)
            544,218
            ____225,3742,027,487
            530,947Less
      current portion
            1,317,958
            ____235,587Long
      term portion
            $     709,528
            $       295,360








The
Company currently has a bank line of credit of $300,250 of which it has
used $300,250 as of December 31, 2007 at an interest rate of 7.75% with a
maturity on June 6, 2008.





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





On May 1,
2007, the Company settled the previously disclosed 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





F-
15
 
 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, 2007, 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.





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' Equity





The
Company issued common stock through various private placements and the exercise
of options. The prices at which the shares were negotiated and sold varied,
depending upon the bid and ask prices of the Company's common stock quoted on
the OTCBB stock exchange. The Company received $325,000 for 3,250,000 shares of
common stock in 2006 and none in 2007.





In
connection with various expenses and payables for operating activities, the
Company did not issue any shares in 2006 and 2007.





F-
16
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS








Net
(loss) per common share for 2007 and 2006 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 41,598,471 and 14,556,675, respectively.





Stock-Based
Compensation




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





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, 2007,
follows:





Options
            
            
            Weighted
      average option priceOutstanding
      at December 31, 2005
            1,175,000
            
            
            0.23Granted
            -
            
            
            -Exercised
            -
            
            
            -Returned/Expired
            -
            
            
            -Outstanding
      at December 31, 2006
            1,175,000
            
            $
            0.23Granted
            -
            
            
            -Exercised
            -
            
            
            -Rescinded/Expired
            (300,000)
            (1)
            
            -Outstanding
      at December 31, 2007
            875,000
            
            $
            0.20





(1)
            These
      Options were rescinded (See Litigation
Section).





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, 2007, 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, 2007, were $34,983. 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-
17
 
 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.








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.





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, 2007, 7,310,000 have
been designated for the Company’s four classes of preferred stock.





F-
18
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS







Warrants





A summary
of warrants outstanding at December 31, 2007





Warrants
            Date Issued
            Expiration Date
            Price4,375
            4/2003
            4/2008
            $2.08225,000
            2/2004
            2/2009
            0.05150,000
            4/2004
            4/2008
            0.051,000,000
            7/2004
            7/2010
            0.05133,500
            8/2004
            8/2009
            0.70667,500
            6/2004
            6/2009
            0.65105,000
            2/2005
            2/2010
            0.6521,000
            4/2005
            4/2010
            0.70762,500
            10/2005
            10/2010
            0.65500,000
            12/2005
            12/2010
            0.137,000,000
            3/2006
            3/2010
            0.10500,000
            5/2007
            5/2012
            0.1320,000,000
            9/2007
            9/2014
            0.0051,000,000
            12/2007
            12/2014
            0.00532,068,875








NOTE
8 - Related Parties





The
Company paid rent month to month during 2007 and 2006 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, 2007 and 2006 was approximately $60,000 and $91,000,
respectively.




The
Company acquired distribution rights to two films from a company affiliated with
the Chief Executive Officer for a license period, which expires on June 5, 2008.
The Company is obligated to pay the affiliated producers fees at the contract
rate when revenue is recognized from the sale of the films. Such payments will
be charged against earnings. In 2006 and 2005, no payments were made to the
affiliate and no revenue was recognized.





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





Additionally,
after recoupment of original acquisition costs, the principal shareholder has a
5% interest as a producer in the revenue received by unaffiliated entities. The
Company received $21,000 and $3,000 in revenue relating to these films during
2007 and 2006, respectively.





Throughout
2007 and 2006, 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, 2007 and 2006, was approximately $418,000 and $305,000,
respectively.





No legal
services were rendered by Mr. Huston or his firm in 2006 and 2007; and no fees
were paid to Mr. Huston or his firm in 2006.







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-
19
 
 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 April 30, 2007, and that provides
for his employment as President and Chief Executive Officer at an annual salary
and the Board of Directors have authorized an extension expiring on June 30,
2007 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 2007 was scheduled to be approximately $219,900. 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 was paid a
gross of $40,615 and the balance of $179,268 was accrued and not paid.




Under the
terms of this 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.





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





Unasserted
Claims




The
Company has learned 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, 2007, 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 $1,200,000 in 2007, through
the sale of 8% Callable Secured Convertible Debentures 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 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 2007, had negative working
capital at December 31, 2007 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 2008. We have all planned rounds of
financing to date.  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 currently has a bank line of credit of $300,250 of which it has
used $300,250 as of December 31,2007 at an interest rate of 7.75% with a
maturity on June 6, 2008.





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-
20
 
 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 2008 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
            
            
            Amount2008
            
            
            56,3532009
            
            
            58,1852010
            
            
            60,0762011
            
            
            62,0282012
            
            
            64,044Thereafter
            
            
            271,433





The
company has various equipment leases expiring through April 2009.  Minimum
future lease payments for these leases are as follows:




For
      the Year Ending
      20072008
            
            
            55,2102009
            
            
            33,6542010
            
            
            10,9552011
            
            
            665100,484








NOTE
10 - Incentive Compensation Plans





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





At
December 31, 2007, for all plans prior to the 2004 Plan, all options issued
under the Plan were granted and either exercised or cancelled.







Under
            the 2003 Equity Incentive Plan an
      aggregate of 1,450,168 options have been
  issued.





F-
21
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
11 - 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, 2007, would have been impacted as shown in the following
table;









December
      31, 2007
            
            December
      31, 2006Net
      IncomeAs
      reported
            
            $
            (9,830,059)
            
            $
            (1,741,625)Pro
      Forma
            
            $
            (9,830,059)
            
            $
            (1,741,625)Basic
      and diluted earnings (loss) per shareAs
      reported
            
            $
            (0.236)
            
            $
            (0.12)Pro
      Forma
            
            $
            (0.236)
            
            $
            (0.12)









NOTE
12 - Income Taxes





For the
years ended December 31, 2007 and 2006, no provision was made for Federal and
state income taxes due to the losses incurred during these periods. As a result
of losses incurred through December 31, 2007, the Company has net operating loss
carry forwards of approximately $27 million. These carry forwards expire through
2026.





In
accordance with SFAS No. 109 "Accounting for Income Taxes", the Company
recognized deferred tax assets of $10,988,000 at December 31, 2007. 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 $10,988,000. Deferred tax assets at December
31, 2007 primarily reflect the tax effect of net operating loss carry
forwards.





NOTE
13 - New Wave Communications Acquisition





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.





NOTE
14- 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-
22
 
 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 2007 and 2006.








Business
Segment Information


2007
            
            
            2006Revenue:Broadband
      Installation & Wireless Infrastructure Services
            
            $
            1,875,297
            
            $
            4,674,293Film
      Distribution Services
            
            
            21,000
            
            
            6,600$
            1,896,297
            
            $
            4,680,893Cost
      of Operations:Broadband
      Installation & Wireless Infrastructure Services
            
            $
            1,621,577
            
            $
            3,416,340Film
      Distribution Services
            
            
            8,000
            
            
            -$
            1,629,577
            
            $
            3,416,340Operating
      Income (Loss):Broadband
      Installation & Wireless Infrastructure Services
            
            $
            (1,093,193)
            
            $
            389,364Film
      Distribution Services
            
            
            (28,744)
            
            
            (68,171)Corporate
      & Other
            
            
            (8,701,936)
            
            
            (1,307,396)$
            (9,823,973)
            
            $
            ($986,203)Identifiable
      Assets:Broadband
      Installation & Wireless Infrastructure Services
            
            $
            598,064
            
            $
            1,232,183Film
      Distribution Services
            
            
            151,067
            
            
            232,346Corporate
      & Other
            
            
            (10,501)
            
            
            81,248Total
      Consolidated Assets
            
            $
            738,630
            
            $
            1,545,777Depreciation
      Expense:Broadband
      Installation & Wireless Infrastructure Services
            
            $
            106,181
            
            $
            111,957Film
      Distribution Services
            
            
            8,400
            
            
            5,806Corporate
      & Other
            
            
            -
            
            
            41,349$
            114,581
            
            $
            159,112Capital
      Expenditures:Broadband
      Installation & Wireless Infrastructure Services
            
            $
            51,700
            
            $
            1,34,052Film
      Distribution Services
            
            
            -
            
            
            31,007$
            51,700
            
            $
            165,069









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-
23
 
 JUNIPER
GROUP, INC.
 AND
SUBSIDIARY COMPANIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
15 - Quarterly Results of Operations (Unaudited)








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
            
            $
            (0.027)
            
            $
            0.08
            
            $
            (0.024)
            
            $
            (0.21)
            
            $
            (0.236)2006
            
            
            First
            
            
            Second
            
            
            Third
            
            
            Fourth
            
            
            TotalRevenue
            
            $
            1,158,889
            
            $
            1,214,435
            
            $
            1,399,672
            
            $
            907,897
            
            $
            4,680,893Gross
      Profit (Loss)
            
            $
            257,630
            
            $
            428,945
            
            $
            388,234
            
            $
            189,744
            
            $
            1,264,553Net
      Income (Loss)
            
            $
            (406,412)
            
            $
            (4,788,062)
            
            $
            4,045,264
            
            $
            (552,416)
            
            $
            (1,741,625)Basic
      and diluted Net Income (Loss) per common share
            
            $
            (0.028)
            
            $
            (0.329)
            
            $
            0.278
            
            $
            (0.041)
            
            $
            (0.120)




NOTE
16 - Supplemental Cash Flow Information





Cash paid
for interest totaled $ 23,877 in 2007 and $27,222 in 2006.





During
2007 the Company issued 65,086,836 shares of its common stock upon conversion of
$68,564 of its 8% Callable Secured Convertible Notes and issued 67,805,280 of
its common stock upon conversion of $38,519 of notes payable to related
parties.




In
connection with the New Wave acquisition, the Company paid $592,000 of the
purchase price by the issuance of 19,734 shares of Series B Voting Preferred
Stock.





During
2006 the Company issued 250,000 shares of its common stock to consultants for
services valued at $5,000.





During
2006 the Company issued 152,674 shares of its common stock upon conversion of
$1,916 of its 8% Callable Secured Convertible Notes and issued 720,000 shares of
its common stock upon conversion of $14,400 of notes payable to related
parties.





NOTE
17 - Restatement





During
the year ended December, 2005, it was determined that the correct application of
accounting principles had not been applied in 2005 and 2004 for equity
instruments issued to consultants for services. During 2005 and 2004 certain
options issued to consultants as consideration for goods or services were not
charged to stock-based compensation expense. The Company used the Black-Scholes
option-pricing model to determine the fair value of grants made for the years
ended December 31, 2005 and 2004. The financial statements have been restated to
reflect a charge to stock-based compensation expense of $3,150 for the year
ended December 31, 2005.




NOTE 18 -
Subsequent Events




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.









F-
24














THIS
PAGE LEFT INTENTIONALLY BLANK





F-
25

















SIGNATURES





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








JUNIPER GROUP,
INC.








Date:               May
14, 2008


Vlado
Paul Hreljanovic


President
and


Chief
Executive Officer





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

















Signatures
            Titles
            Date/s/
      Vlado Paul Hreljanovic
            Chairman
      of the Board
              President,
      Chief Executive
              Officer
      (Principal Executive
              and
      Financial Officer)
            May
      14, 2008/s/
      Barry S. Huston
            Director
            May
      14, 2008


























































F-
26