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

                                   FORM 10KSB

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

                   For the Fiscal Year Ended December 31, 2001

                         Commission File Number: 0-19170

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

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


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

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

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

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

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

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

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

State issuer's revenues for its most recent fiscal year. - $432,774

     The aggregate market value of the Common Stock held by non-affiliates of
the Registrant was approximately $2,848,000 based upon the $0.41 average bid
price of these shares on the NASDAQ Stock Market for the period March 1, 2002
through March 18, 2002.

     As of March 18, 2002, there were 7,747,872 outstanding shares of Common
Stock, $.001 par value per share.

<PAGE>
                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

A.       General

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

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

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

        B.  Business of the Issuer

         1. Entertainment and Technology Services:

         a) Internet Technology Services

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

     The  expansion  of internet  based  technology  into  consumer and business
markets  continues at a rapid pace.  Industry  forecasts predict that individual
broadband  connections will grow from the current base of 9 million  connections
to more  than 26  million  broadband  users  within  the next  four  years.  New
applications  using  broadband  connections  to the  web  for  business  and for
information and entertainment services are rapidly being introduced.

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

     JINI's  growth in the past two  quarters was impacted by the effects of the
recent recession,  as two of the Company's key customers were impacted by market
conditions.  Network Access Solutions slowed its sales and implementation of new
DSL  customers  in late  October  2001  to  conserve  capital  and  improve  its
profitability.  For example,  a large project  calling for JINI's  conversion of
well over 3,000 customers acquired by NAS from Ardent Communications was left on
hold on another  wholesaler's  system and will not be  converted to NAS' systems
until late 2002. On the Cable side,  the failure of  Excite@Home,  Comcast's web
hosting provider, caused significant cable-broadband  installation interruptions
beginning in late October and continuing  sporadically through mid-February 2002
when  Comcast  initiated  its own web hosting  service  and  totally  turned off
Excite@Home support.
<PAGE>

     The Company believes that the current trend for outsourcing  deployment and
support for  broadband  customer  services  will  continue to  strengthen as the
industry  matures.  Although  the  recession  of 2001 coupled with the impact of
September 11, 2001 have had a significant  short term dampening  effect upon the
rate of growth of broadband  installations in the Company's markets, the Company
believes  the  impact  is  temporary.  We  believe  that  Internet  connectivity
providers  will  continue  to  focus  on  infrastructure  build-out,  technology
introduction,  and new  customer  applications  and content,  and that  customer
deployment,  integration and support will continue to be outsourced to qualified
business partners.

     Al Andrus,  an industry  veteran in  outsourcing  and customer  service and
recently  founder  of  a  service  outsourcing   business  focused  on  internet
installation  and support  services for cable and DSL broadband  providers,  was
recruited as President of JINI to lead the Company's efforts in this area.

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

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

Competition

     Services for broadband  deployment  have been provided by a mix of in-house
service  organizations  and  outsourced  support.  Most  cable  and DSL  service
providers  use a mix of  both  as  sources  for  their  customer  services  thus
optimizing  their  ability to respond to  customer  demands  for  service.  Most
contracted service still remains in the hands of small independent  contractors.
The Company believes that the composition of industry  participants in broadband
installation services, which is highly fragmented today, will begin to change as
smaller  companies  founded from  offshoots of  telecommunications  installation
firms grow or become  acquired  by larger  companies.  Viasource  and MASTEC are
examples of firms showing early growth in the  broadband  deployment  segment of
this   marketplace.   Larger  computer   service  firms  like  DecisionOne  also
participate  in the market,  most often in the DSL  services  area.  Radio Shack
provides  installation  services for broadband  equipment and  connections  sold
through its stores.  The  competition  among service  providers is based on both
service quality and  productivity and is highly dependent on the performance and
quality of the businesses'  managers.  The Company believes there is opportunity
for new entrant growth and industry consolidation activity in this market. While
the Company  believes that substantial  growth through  consolidation of smaller
competitors is a significant  opportunity for the Company, the greater financial
resources of its larger  competitors  may give them an advantage in capitalizing
on this opportunity.

   b) Entertainment

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

     Since 2000, the Company has reduced its efforts in the distribution of film
licenses  to commit  and  focus  its  resources  on the  growth of the  Internet
technology business,  which, during that time, the Company believes was the most
efficient  and cost  effective  strategy  for the Company to  maximize  revenue.
Accordingly, Pictures did not generate revenue during 2001 or 2000.

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

Competition
-----------
         Competition is intense in the motion picture distribution industry. The
Company will begin reallocating more of its time and effort to the sale of film
licenses in 2002. The Company is in competition with other motion picture
distribution companies, including many of which have greater resources than the
Company, both in the acquisition of distribution rights to movie properties and
the sales of these properties to the various markets (i.e. Internet, pay, cable
and television).

2.      Healthcare

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

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

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

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

         b) Juniper Healthcare Containment Systems, Inc. ("Containment") is a
company capable of developing and providing full service healthcare networks for
insurance companies and managed care markets in the Northeast U.S. During 2001
and 2000, no services were performed by this subsidiary.
<PAGE>
Competition
-----------
     Based upon data  generated by the healthcare  industry and U.S.  Government
sources,  healthcare expenditures have increased from $249 billion in 1980 (9.1%
of gross  national  product) to an estimated  $700 billion in 1990 (12% of gross
national  product) and the  expenditures  have surpassed the $1 trillion mark in
the year 2000. Many companies have modified their traditional insurance coverage
or made available to their  employees the opportunity to participate in HMOs and
PPOs. In a national survey by Foster Higgins,  reported by the New York Times on
January 20, 1999, "managed care plans enrolled 85% of employees in 1997, up from
77% in 1996,  and only 48% five years ago." The same article  reported that 1997
was "the  biggest one year shift out of  traditional  indemnity  coverage  since
1994." This has enabled  them to take a more active role in managing  healthcare
benefits  and  costs.  In  response  to the  trend  towards  self-insurance  and
increasing  competition from HMOs and PPOs, group insurance carriers have sought
to control premium increases through the adoption of cost containment programs.

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

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

Major Customers
---------------
         In 2001 and 2000, the Company's major customers accounted for the
following percentages of total revenue:

                                                          2001             2000
                                                        ------          -------
         Network Access Solutions                          46%
         Comcast                                           45%
         Maimonides Medical Center                                          44%
         New York Downtown                                                  13%
         Defense Finance and Accounting Service                             13%

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

Employees
---------
     As of March 18, 2002, the Company had 15 full-time employees and no
part-time employees and independent contractors.

Juniper Internet Communications, Inc.
-------------------------------------
     In  January   2001,   Mr.   Alan  Andrus   joined  its   Juniper   Internet
Communications,  Inc. subsidiary as its President.  In addition, the Company has
engaged new  management  with  expertise in marketing and sales in the broadband
sector and has also recruited  supervisory and support  personnel with skills in
cable, RF, head-end systems, digital video and VOIP. The Company believes it has
recruited  supervisory and support personnel whose skills and experience bring a
focused, operational,  sales, marketing and team oriented business strategy that
offers  a   comprehensive   array  of   support   services   for   cable,   DSL,
telecommunications, satellite and wireless networks.
<PAGE>
ITEM 2.  DESCRIPTION OF PROPERTY

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

ITEM 3. LEGAL PROCEEDINGS

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

         During 2001, the Company became aware that a party to whom it had
previously sold film licenses which had expired in 1998, had sold distribution
rights to the films after the expiration of the licenses. The Company is in the
process of filing an action against this party for damages due to unauthorized
licensing of the films to third parties and copyright infringement. The Company
plans to vigorously pursue enforcement of its rights and collection for damages.

     On May 22, 1996, Ordinary Guy, Inc. and Crow Productions, Inc. commenced an
action  against the Company,  alleging that the Company has successor  liability
for a  judgment  entered  in March  of 1993 by the  Plaintiffs  against  Juniper
Releasing, Inc. ("Releasing"), a company affiliated with the Company's CEO. This
matter was  settled in April  1999 for a payment of  $310,000  to be paid out in
three annual  payments,  maturing on April 20, 2001.  As  inducement to secure a
settlement,  the Company issued 93,320 shares of common stock for the benefit of
the  Plaintiffs.  Payments made during 2000 were less than those required by the
settlement  agreement.  Accordingly,  during 2001, the Company  renegotiated the
payment schedule to settle the outstanding  balance of $120,000.  These payments
will be completed in 2002.

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

     The Company held its annual meeting of shareholders on December 28, 2001.
The following resolutions were proposed and the vote tally was as set forth next
to each resolution:

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

                                   VOTES CAST

                              FOR              WITHHELD
NOMINEES                    ELECTION           AUTHORITY
--------                    --------           ---------
Vlado Paul Hreljanovic     3,256,248              268
Harold Horowitz            3,256,248              268
Barry S. Huston            3,256,248              268

(2) Proposal 2 sought ratification of the appointment of the auditors of the
Company for the fiscal year ended December 31, 2001. The following number of
shares were voted by proxy or by ballot for and against the ratification of the
appointment of the auditors for the year ended December 31, 2001.

          FOR  3,256,246        AGAINST  268            ABSTAIN   2
               ---------                ----                    ---

There were no broker non-votes.
<PAGE>
                                     PART II

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

     The Company's common stock is traded on the National Association of
Securities Dealer Automated Quotation System ("NASDAQ") Small Cap Market, under
the symbol "JUNI". The Company's 12% Convertible Redeemable Preferred Stock
("Preferred Stock") is traded in the Over-the-counter Market on the NASD OTC
Bulletin Board. The following constitutes the high and low sales prices for the
common stock as reported by NASDAQ for each of the quarters of 2001 and 2000.
The quotations shown below reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

     On December 13, 2000, the Company's common stock was reversed split one for
ten. All amounts below reflect actual trading prices after giving effect to the
reversal.

        2001                          HIGH                      LOW
        ----                          ----                     -----
FIRST QUARTER..................       $3.31                    $1.00
SECOND QUARTER.................        4.30                     0.97
THIRD QUARTER................          1.90                     0.65
FOURTH QUARTER ...............         1.89                     0.72

        2000                          HIGH                      LOW
        ----                          ----                     -----
FIRST QUARTER..................      $34.40                   $18.10
SECOND QUARTER.................       20.60                     8.10
THIRD QUARTER..................       13.40                     5.80
FOURTH QUARTER..................       2.13                     1.31

     Preferred  Stockholders  are  entitled to receive a dividend  out of assets
legally  available for payment at a rate of 12% per annum of the Preferred Stock
liquidation preference of $2.00 (or $.24 per annum) per share, payable quarterly
on March 1, June 1,  September 1 and  December 1, in cash or in shares of Common
Stock having an equivalent fair market value.  Unpaid dividends on the Company's
Preferred  Stock  accumulate.  The  quarterly  payments  due on  September 1 and
December 1, 1992,  and all payments due in 1993,  in 1994,  in 1995, in 1996, in
1997, in 1998, in 1999, in 2000, and in 2001 accumulated to $68,518.  On October
26,  2001,  the Board of  Directors  authorized  the  issuance  of shares of the
Company's  common  stock  valued  at an  amount  sufficient  to pay the  accrued
preferred  stock  dividends  including  those  accrued for the month of December
2001.  The  dividends  valued at  $68,518,  was paid to  holders of record as of
January 28, 2002,  upon the issuance of 76,986  shares of the  Company's  common
stock.  Payment due on March 1, 2002 was not paid. On March 26, 2002,  the Board
of Directors  authorized the issuance of shares of the Company's common stock at
an amount  sufficient to pay the accrued  preferred stock dividend of $1,122. In
the  future,  dividends  will  accumulate  until such time as earned  surplus is
available  to pay a cash  dividend or until a post  effective  amendment  to the
Company's  registration  statement  covering a certain  number of common  shares
reserved  for the payment of  Preferred  Stock  dividends  is filed and declared
effective, or if such number of common shares are insufficient to pay cumulative
dividends,   then  until  additional  common  shares  are  registered  with  the
Securities and Exchange Commission (SEC). No dividends shall be declared or paid
on the Common  Stock (other than a dividend  payable  solely in shares of Common
Stock) and no Common  Stock  shall be  purchased,  redeemed  or  acquired by the
Company unless full  cumulative  dividends on the Preferred Stock have been paid
or  declared,  or cash or shares of Common  Stock  have been set apart  which is
sufficient to pay all dividends  accrued on the Preferred Stock for all past and
then current dividend periods.

     During the second quarter of 2000, 7,930 shares of the Company's Preferred
Stock were converted for 6,344 shares of the Company's Common Stock.
Additionally, during the third and fourth quarters of 2001, 5,760 and 1,000
shares, respectively, of the Company's Preferred Stock were converted for 42,480
and 8,000 shares, respectively, of the Company's Common Stock. As a result,
there are currently 28,057 shares of Preferred Stock which remain outstanding.
<PAGE>

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

     As of  March  18,  2002,  there  were 265  shareholders  of  record  of the
Company's Common Stock, excluding shares held in street name.

Recent Sales of Unregistered Securities

Changes in Securities

(a) The information disclosed in Item 4 above is incorporated herein by
reference. (b) N/A (c) Shares of Common Stock, $0.001 par value, issued during
2001 totaled 7,126,491 shares.

     During the fourth  quarter of 2001, the Company issued 2,272,570 shares of
its common stock as follows:
<TABLE>
<CAPTION>
                                  Number
Date             Purchaser        of Shares        Consideration              Exemption
-----            ---------        ---------        -------------              ---------
<S>              <C>               <C>        <C>                                <C>
10/1 - 12/31/01  Consultants       944,050    Consultants accepted common stock
                                              in lieu of unpaid fees in
                                              the amount of $277,874             4(2)

10/1 - 12/31/01  Employees         432,060    Employees accepted common
                                              stock in lieu of accrued
                                              salary in the amount of $143,744   4(2)

10/3 - 11/7/01   Private           888,460    Satisfaction of indebtedness
                 Placement                    of $290,744                        4(2)

12/31/01         Preferred           8,000    Conversion of 1,000 shares
                 shareholders                 of preferred stock                 4(2)

</TABLE>

     Options issued during 2001 totaled  1,846,422.  There were no stock options
issued during the fourth quarter of 2001.

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

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

RESULTS OF OPERATIONS

Fiscal Year 2001 vs Fiscal Year 2000

     The Company's revenues decreased to $433,000 in 2001 from $727,000 in 2000,
representing a 40% decrease.

     Revenue related to the Healthcare segment decreased to $44,000 in 2001 from
$487,000 in 2000, representing a 91% decrease. Revenue in the Healthcare segment
was completely attributable to PCI. PCI's revenue included approximately $30,000
from a  settlement  with a hospital and  collections  of  approximately  $14,000
previously  considered  uncollectable for services  performed for one additional
hospital.  The decrease in revenue of PCI was the result of PCI's client pool of
hospitals  decreasing  from five in 2000 to none in 2001 and the focusing of the
Company's limited resources on the growth of JINI.


<PAGE>
     Revenue related to entertainment and technology services increased to
$389,000 in 2001 from $240,000 in 2000. Revenue in this segment was completely
attributable to JINI. The increase in revenue of JINI was the result of focusing
the Company's limited resources on the growth of JINI and the expansion of
services provided under the Comcast agreement.

     Operating costs increased to $306,000 in 2001 from $265,000 in 2000, a 15%
increase.

     Operating costs for the entertainment  and technology  segment increased to
$291,000 in 2001 from $194,000 in 2000, a 50% increase.  Operating costs in this
segment  were  completely  attributable  to JINI.  As a  percentage  of revenue,
operating costs for this segment  decreased to 75% in 2001 from 81% in 2000. The
reduction in operating  costs as a percentage of revenue is  attributable  to an
increase in efficiencies as volume and experience increase.

     The Healthcare operating costs decreased to $15,000 in 2001 from $72,000 in
2000,  a 78%  decrease.  As a  percentage  of revenue,  operating  costs for the
Healthcare  segment  increased to 35% in 2001 from 15% in 2000.  The increase in
operating  costs as a percentage  of revenue is  attributable  to certain  fixed
operating  costs which  distort  this  percentage  when revenue is at a very low
level.

     Selling,  general and  administrative  expenses  increased to $1,993,000 in
2001 from  $1,648,000  in 2000,  a 21%  increase, due to the costs associated
with the initiation of the JINI business, particularly salaries of $420,000.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
     The Company had negative working capital of $686,000 at December 31, 2001.
The ratio of current assets to current liabilities was 0.37:1 at December 31,
2001. Cash flow used by operating activities during 2001 was $827,000.

     The Company has no material commitments for capital expenditures or the
acquisition of films. If cash flow permits however, the Company plans to enhance
its information and telecommunications system capabilities to more efficiently
and effectively provide its entertainment, internet technology and healthcare
services and to acquire additional films during 2002.

     During 2001, the Company did not have  sufficient  cash to pay for the cost
of its  operations or to pay its current debt  obligations.  The Company  raised
approximately $1,420,000 for working capital and for the payment of debt through
the sale of unregistered securities (convertible  debentures,  notes payable and
common  stock).  Among the  obligations  that the Company has not had sufficient
cash to pay is its payroll  obligations.  Certain  employees have agreed,  from
time to time,  to receive the  Company's  common stock in lieu of cash. In these
instances  the  Company  has  determined  the  number  of shares to be issued to
employees  based  upon the unpaid net pay and the  current  market  price of the
stock.  Additionally,  the Company registered these shares so that the employees
can immediately  sell their stock in the open market.  A plan of payment for the
past due payroll taxes is currently being negotiated.

     The Company has  suffered  recurring  losses from  operations  which raised
substantial doubt about its ability to continue as a going concern.  The Company
believes  that it will need  additional  financing  to meet its  operating  cash
requirements  for the current level of operations  during the next twelve months
and will require  additional capital in order to complete its planned expansion.
The Company has developed a plan to reduce its liabilities and improve cash flow
through expanding operations.  This program has been implemented  throughout the
Company in all executive,  management,  administrative  and operational  groups.
During the past two quarters the Company has taken  advantage of the slowed pace
of  broadband   installations   by  fine  tuning  its  business   model  and  by
restructuring  its direct and overhead  expenses.  The Company has  instituted a
series of operational  refinements which have significantly  increased its gross
margins from both its cable and DSL implementation services. JINI has fine tuned
its  staffing  model  for more  efficient  use of its  field  personnel.  It has
adjusted  its mix of fixed and  variable  costs to assure  that its  operational
expenses more closely match customer workflow  demands.
<PAGE>
     The Company has created compensation  incentive programs for both technical
and management personnel focused on performance and productivity.  Additionally,
part of the Company's  plan includes  raising  additional  funds either  through
issuance of debt or equity.  From  January 1, 2002 through  March 29, 2002,  the
Company  raised  approximately  $208,000 from the sale of  promissory  notes and
$100,000 convertible  debentures and through offerings under private placements.
The Company anticipates that it will be able to raise the necessary funds it may
require for the remainder of 2002 through public or private sales of securities.
If the Company is unable to fund its cash flow  needs,  it may have to reduce or
stop planned expansion or possibly scale back operations.

         The Company currently does not have any lines of credit.

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

         During 2001 and 2000, the Company focused its resources on the growth
of the entertainment and technology segment, which during that time was the most
efficient and cost-effective strategy for the Company to maximize revenue.
Although resources and capital remain limited, the Company has begun directing
efforts toward reestablishing a foothold in the film industry. The Company
expects to continue recognizing growth in revenues from the sale of film
licenses in 2002.

Healthcare

     PCI has  developed  a  comprehensive  program  that  addresses  the  entire
spectrum of business and revenue  issues  pertaining to the  physician  practice
management and hospital's managed care  relationships.  PCI assists hospitals in
obtaining  all the dollars  that they are  entitled to under their  managed care
agreements.  Since 2001, PCI has not performed any services.  This was primarily
due to the limited cash flow of the Company,  which was used for the  initiation
of the JINI business.

Entertainment and Technology Services

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

     In 2002,  the  Company  is  searching  for full time  sales  and  marketing
managers with expertise in the Internet and audio streaming  industry and in the
e-commerce  technology.  If cash flow permits,  the Company plans to enhance its
information  systems  capabilities  and  create a  conduit  for  video and audio
streaming of  entertainment  products to the Internet,  in addition to expanding
its film library.

ITEM 7.  FINANCIAL STATEMENTS

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

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

         None

<PAGE>
                                    PART III

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

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

                                    POSITIONS
NAME                       AGE       W/COMPANY                  DIRECTOR SINCE
----                       ---      ----------                  --------------
Vlado Paul Hreljanovic     54       Chairman of the Board,          1987
                                    President, CEO and
                                    acting CFO

Harold A. Horowitz         51       Director                        1991

Barry S. Huston            55       Director                        2000

Yvonne T. Paultre          63       Secretary                       ---

Alan R. Andrus             58       President/JINI                  ---


DIRECTORS

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

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

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

OTHER OFFICER

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

KEY EMPLOYEE

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

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

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

     Based  solely on its review of the copies of such forms  received by it, or
written  representations  from  certain  reporting  persons  that  Form 5's were
required and filed for those  persons,  the Company  believes  that,  during the
period from January 1, 2001 through  December 31, 2001, all filing  requirements
applicable to its officers,  directors,  and greater than ten percent beneficial
owners were complied with.
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth information with respect to the compensation
of the Chief Executive Officer of the Company for services provided to the
Company and its subsidiaries in 2001, 2000 and 1999.


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

Vlado Paul Hreljanovic     2001    $ 86,996(1)   -   (2)   $48,153 (3)      -
Chairman of the Board and  2000    $ 76,200(4)   -   (5)   $60,183 (6)      -
Chief Executive Officer    1999    $178,377      -   (7)   $40,400 (8)      -
</TABLE>

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

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

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

     (4) Throughout 2000, Mr. Hreljanovic received 50,145 shares as payment of
     his net salary of $61,784 from a gross salary of $76,200. Mr. Hreljanovic
     agreed to accept options with a provision for a cashless exercise for
     28,293 shares at $4.375 per share in lieu of the balance of his salary of
     $106,658.

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

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

     (7) Throughout 1999, Mr. Hreljanovic received 38,354 options with a
     cashless exercise feature to purchase shares of the Company's common stock.
     Such options were issued in recognition of efforts exerted on behalf of the
     Company and its subsidiaries. The exercise prices of the options ranged
     from $4.80 to $6.80. As of December 31, 2000, all options were exercised.

     (8) Other compensation for Mr. Hreljanovic in 1999 was primarily comprised
     of, among other things, automobile repairs and insurance of $13,000, and
     health and life insurance of $27,400.
<PAGE>
Aggregate Option Exercises in Last Fiscal Year and Year-end Options

                                                   Number of
                                                   Securities      Value of
                                                   Underlying     Unexercised
                                                   Unexercised    In-the-Money
                             Shares (1)            Options at     Options at
                             Acquired              Year-end (#)   Year-end ($)
                                On         Value   Exercisable/   Exercisable/
Name and Principal Position  Exercise    Realized  Unexercisable  Unexercisable
---------------------------  --------    --------  -------------  -------------
Vlado Paul Hreljanovic        531,779    $2,105,845   650,000/0     $559,000/$0
Chairman of the Board and
Chief Executive Officer (2)

Harold A. Horowitz            112,779    $446,605     100,000/0     $86,000/$0
Director

Barry Huston                   22,556     $89,322      50,000/0     $43,000/$0
Director

(1)  In 2001, Mr.  Hreljanovic,  Mr. Horowitz and Mr. Huston received options to
     purchase 650,000, 100,000 and 50,000 shares of common stock,  respectively,
     at the exercise  price of $0.65 per share as additional  compensation  as a
     member of the Board of Directors. Additionally, Mr. Horowitz and Mr. Huston
     received  options to purchase  150,000 and 30,000  shares of common  stock,
     respectively, at the exercise price of $1.00 per share as compensation as a
     member  of the Board of  Directors.  Mr.  Marvin  Rostolder,  previously  a
     director of the  Company,  received  options to purchase  50,000  shares of
     common  stock at the  exercise  price of $1.00  per  share,  as  additional
     compensation  for  his  previous  services  as a  member  of the  Board  of
     Directors. At December 31, 2001, options belonging to Mr. Hreljanovic,  Mr.
     Horowitz,  and Mr. Huston of 650,000,  100,000,  and 50,000,  respectively,
     were unexercised.

(2)  In 2001, Mr. Hreljanovic received options to purchase 131,422 shares of the
     Company's  common  stock  at an  exercise  price  of  $1.10  per  share  as
     consideration  for his efforts in  obtaining  capital for the  Company.  In
     addition,  Mr.  Hreljanovic  received options to purchase 600,000 shares of
     the  Company's  common  stock at an  exercise  price of $1.00  per share in
     recognition  of his  efforts  to  develop  JINI as well  as  develop  other
     business  opportunities  in the  healthcare  industry.  These  options  had
     provisions  for  cashless  conversion  and,  during 2001 the  options  were
     converted into 95,500 shares and 436,229 shares, respectively.

     Employment Agreements: Mr. Hreljanovic has an Employment Agreement with the
Company which expires on April 30, 2005, and that provides for his employment as
President and Chief Executive  Officer at an annual salary adjusted annually for
the CPI Index and for the reimbursement of certain expenses and insurance. Based
on the foregoing formula,  Mr.  Hreljanovic's salary in 2001 was scheduled to be
approximately $188,500. Additionally, the employment agreement provides that Mr.
Hreljanovic  may receive shares of the Company's  common stock as  consideration
for raising funds for the Company. Due to a working capital deficit, the Company
is unable to pay his entire salary in cash. Mr. Hreljanovic has agreed to forego
$101,500 of his salary for 2001. Pursuant to his employment agreement and in the
best interests of the Company, in lieu of cash, Mr. Hreljanovic agreed to accept
the  issuance of shares of the  Company's  common stock as a part of the payment
for the unpaid  salary of 2001 and 2000.  In 2001,  the Company  issued  248,460
shares of common  stock  valued at $80,749 as payment of Mr.  Hreljanovic's  net
salary.  In 2000, the Company issued options to purchase 25,000 shares of common
stock at $4.376 per share.

     Under the terms of this employment agreement, the Chief Executive Officer
of the Company is entitled to receive a cash bonus of a percentage of the
Company's pre-tax profits if the Company's pre-tax profit exceeds $100,000.
<PAGE>
     Additionally, if the employment agreement is terminated early by the
Company after a change in control (as defined by the agreement), the officer is
entitled to a lump sum cash payment equal to approximately three times his base
salary.

     In January 2001, the Company employed Mr. Andrus as president for its
subsidiary JINI. Although no formal employment agreement has been prepared, the
terms of employment originally included a salary of $200,000 per year and
options to purchase 100,000 shares of common stock at $1.20 per share to be
earned as certain benchmarks are achieved over a two-year period. In early 2002,
Mr. Andrus agreed to a temporary $50,000 reduction of his annual salary.
Additionally, the terms of his employment include that the Company provide him
with health insurance.

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

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

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

     Options will not have  expiration  dates later than ten years from the date
of  grant  (five  years  from  the  date  of  the  grant  in the  case  of a 10%
Stockholder).  The Option  Prices may not be less than the fair market  value of
the common  shares on the date of grant,  except  that any option  granted to an
employee holding 10% or more of the outstanding voting securities of the Company
must be for an option price not less than 110% of fair market value. At December
31, 2001, all options under the Plan had been granted and exericsed.

1998 Stock Option Plan
----------------------
     On December 30, 1998, the shareholders of the Company adopted the 1998
Stock Option Plan. This Plan allows the Company to grant incentive stock
options, non-qualified stock options and stock appreciation rights (collectively
"options") to purchase up to an aggregate of 100,000 shares of common stock to
employees, including officers, and to non-employees involved in the continuing
development and success of the Company. The terms of the options are to be
determined by the Board of Directors. Options will not have expiration dates
later than ten years from the date of grant (five years from the date of the
grant in the case of a 10% stockholder). The option prices may be set at any
amount in the discretion of the Board's Compensation Committee. At December 31,
2001, all options under the Plan had been granted and exercised.
<PAGE>

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

     This  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock  options  and  stock  appreciation   rights   (collectively
"options")  to purchase up to an aggregate of 150,000  shares of common stock to
employees,  including officers,  and to non-employees involved in the continuing
development  and  success of the  Company.  The terms of the  options  are to be
determined by the Board of  Directors.  Options will not have  expiration  dates
later  than ten years  from the date of grant  (five  years from the date of the
grant in the case of a 10%  stockholder).  The  option  prices may be set at any
amount in the discretion of the Board's Compensation  Committee. At December 31,
2001,  1,357,930  options had been granted and  exercised,  and 142,070  options
remain unissued.

2000 Stock Option Plan
----------------------

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

     This  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock  options  and  stock  appreciation   rights   (collectively
"options")  to purchase  (pre one for ten reverse  split) up to an  aggregate of
1,500,000  shares of  common  stock to  employees,  including  officers,  and to
non-employees involved in the continuing development and success of the Company.
The terms of the options are to be determined by the Board of Directors. Options
will not have expiration dates later than ten years from the date of grant (five
years from the date of the grant in the case of a 10%  stockholder).  The option
prices may be set at any amount in the  discretion  of the Board's  Compensation
Committee.  At December 31, 2001, 1,196,422 options under the Plan were granted,
of which, 205,000 remain unexercised.

2001 Stock Option Plan
----------------------
     On November 29, 2001, the shareholders of the Company adopted the 2001
Stock Option Plan. The Plan supplements the Company's 1989 Restricted Stock,
Non-Qualified and Incentive Stock Option Plan. The Plan also supplements the
Company's 1996, 1998, 1999 and 2000 Stock Option Plans.

     This Plan allows the Company to grant incentive stock options,
non-qualified stock options and stock appreciation rights (collectively
"options") to purchase up to an aggregate of 3,000,000 shares of common stock to
employees, including officers, and to non-employees involved in the continuing
development and success of the Company. The terms of the options are to be
determined by the Board of Directors. Options will not have expiration dates
later than ten years from the date of grant (five years from the date of the
grant in the case of a 10% stockholder). The option prices may be set at any
amount in the discretion of the Board's Compensation Committee. At December 31,
2001, 650,000 options under the Plan were granted and remain unexercised.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of March 18, 2002: (i) the name and
address of each person who owns of record or who is known by the Board of
Directors to be a beneficial owner of more than five percent (5%) of the
Company's outstanding common stock, (ii) each of the Company's Directors, and
(iii) all of the Company's Executive Officers and Directors as a group.

                                    BENEFICIAL              PERCENT OF COMMON
 NAME AND ADDRESS                   OWNERSHIP               STOCK OUTSTANDING
----------------------              -------------           -----------------
Vlado Paul Hreljanovic              1,425,930 (1)                16.58%
111 Great Neck Road
Suite 604
Great Neck, NY 11021
<PAGE>
Harold A. Horowitz                    121,593 (2)                 1.41%
111 Great Neck Road
Suite 604
Great Neck, NY 11021

Barry S. Huston                        72,556 (3)                 0.84%
20 Melby Lane
East Hills, NY  11576


Officers and Directors as a
 group (4 Persons)                  1,676,004                    19.48%

(1)  Includes  650,000  shares of Common Stock issuable upon exercise of options
     granted to Mr.  Hreljanovic  under the 2001 Stock Option Plan.  Includes an
     aggregate  of 393,380  shares of Common  Stock  owned by Mr.  Hreljanovic's
     children.

(2)  Includes  100,000  shares of Common Stock issuable upon exercise of options
     granted to Mr. Horowitz under the 2001 Stock Option Plan.

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company paid rent under a sublease during 2001 and 2000 to a company
affiliated with the Chief Executive Officer of the Company. The rents paid and
terms under the sublease are the same as those under the affiliate's lease
agreement with the landlord. Rent expense for the years ended December 31, 2001
and 2000 was $80,500 and $78,900, respectively. Under the sublease, which
terminates in 2002, the future minimum amount payable is $32,000. The affiliate
anticipates renewing the lease for a five year term at slightly higher rates to
reflect current market conditions and entering into a sublease with the Company
at approximately the same terms as its new lease agreement.

         In prior years, the Company made advances to or received advances from
one of these affiliated companies for working capital requirements. As a result,
at December 31, 2001 and 2000, the balances due from the affiliates were
approximately $0 and $6,217, respectively.

     The Company acquired distribution rights to two films from a company
affiliated with the Chief Executive Officer of the Company, for a ten-year
license period, which expires on June 5, 2003. The Company is obligated to pay
such company producers' fees at the contract rate. Such payments will be charged
against earnings. In 2001 and 2000, no payments were made to such company and no
revenue was recognized from such films.

     Throughout 2001 and 2000, the Company's principal shareholder and officer
made loans to, and payments on behalf of, the Company and received payments from
the Company from time to time. The largest net balance due to the officer in
2001 was $115,674. The net outstanding balance with the officer at December 31,
2001 and 2000, respectively, was a balance due to him of $115,674 and $59,011,
respectively.

     As part of salary, bonuses and other compensation,  the Company's President
and Chief Executive Officer, was issued 248,460 shares of common stock (See Note
8),  valued at $80,749 in 2001 and 50,145  shares  valued at $61,784 in 2000. In
addition,  in 2001, Mr. Hreljanovic  received options to purchase 131,422 shares
of the  Company's  common  stock at an  exercise  price of  $1.10  per  share as
consideration  for  his  efforts  in  obtaining  capital  for the  Company.  Mr.
Hreljanovic  also received  options to purchase  600,000 shares of the Company's
common  stock at an  exercise  price of $1.00  per share in  recognition  of his
efforts to develop JINI as well as develop other business  opportunities  in the
healthcare  industry.  These options had provisions for cashless conversion and,
during 2001, the options were  converted into 95,500 shares and 436,229  shares,
respectively.  In  addition,  for his  services  as a  member  of the  board  of
directors, Mr. Hreljanovic received options to purchase 650,000 shares at $0.65.
At December 31, 2001, the entire 650,000 options were unexercised.
<PAGE>
     Additionally,  during 2000, the Company's  President  received  options for
53,293  shares at $4.375 per share.  These options were issued for services as a
Board of Directors  member and for additional  efforts on behalf of the Company.
Further, the Company issued options to other non-employee  directors in 2001 and
2000 for 200,000 and 35,000 shares, respectively.

     During 2001,  legal services were performed by a firm in which Mr. Barry S.
Huston, a member of the Company' Board of Directors, is a partner. Such services
related to the collection and settlement of various  receivables of the Company.
For their services, Mr. Huston's firm received approximately $23,000.

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

 (a) Exhibits

 Exhibit Description:

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

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

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

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

3.4  By-Laws of the Registrant (1)

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

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

4.1  1999 Stock Option Plan (2)

4.2  2000 Stock Option Plan (4)

4.3  2001 Stock Option Plan (5)

21.1 Subsidiaries

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

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

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

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

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

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

(b)  Reports on Form 8-K.
         NONE



                   BALANCE OF PAGE LEFT BLANK INTENTIONALLY
<PAGE>





                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS






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

Consolidated Balance Sheets as of December 31, 2001 and 2000........  F-3

Consolidated Statements of Income for the years ended
December 31, 2001 and 2000..........................................  F-4

Consolidated Statements of Cash Flows for the years ended
December 31, 2001 and 2000..........................................  F-5

Consolidated Statements of Shareholders' Equity for the years
ended December 31, 2001 and 2000....................................  F-6

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

























                                       F-1





<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Shareholders JUNIPER GROUP, INC.


     We have audited the accompanying consolidated balance sheets of Juniper
Group, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of income, cash flows and shareholders' equity for each
of the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Juniper
Group, Inc. and subsidiaries as of December 31, 2001 and 2000, and the results
of their operations and their cash flows for each of the years then ended, in
conformity with generally accepted accounting principles.

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



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





Great Neck, New York
March 18, 2002





                                       F-2

<PAGE>



                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEETS

                                                              December 31,
       ASSETS                                               2001         2000
                                                            ----         ----
Current Assets
  Cash ...........................................     $     12,135  $      949
  Accounts receivable - trade (net of allowance)..           96,435     229,962
  Prepaid expenses and other current assets.......          301,187     321,141
                                                        -----------  ----------
  Total current assets ...........................          409,757     552,052
  Film licenses ..................................        2,446,187   2,597,386
  Property and equipment net of accumulated
    depreciation of $230,362 and $146,187,
    respectively .................................          341,432     267,899
  Other investment................................          200,000     200,000
  Goodwill .......................................          209,106     346,069
  Other assets ...................................            9,108       4,852
                                                        -----------  ----------
                                                       $  3,615,590 $ 3,968,258
                                                       ============ ===========
       LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued expenses..........      $    799,051 $   937,675
  Notes payable - current .......................           174,100     145,976
  Due to officer ................................           115,674      59,011
  Due to shareholders............................             7,000       7,000
                                                        -----------  ----------
Total current liabilities........................         1,095,825   1,149,662
Notes payable - long term .......................            19,220     100,000
Due to producers - long term.....................               911      12,186
                                                        -----------  ----------
Total liabilities ...............................         1,115,956   1,261,848
                                                        -----------  ----------
Shareholders' Equity
 12% Non-voting convertible redeemable preferred
  stock: $.10 par value, 875,000 shares authorized,
  28,057 and 34,817 shares issued and outstanding
  at December 31, 2001 and December 31, 2000,
  respectively: aggregate liquidation preference,
  $56,114 and $69,634 at December 31, 2001, and
  December 31, 2000, respectively ...............             2,806       3,482
 Common Stock - $.001 par value, 75,000,000 shares
  authorized, 7,021,935 and 1,386,811 issued and
  outstanding at December 31, 2001 and December
  31, 2000, respectively .........................            7,021       1,387
 Capital contributions in excess of par:
  Attributed to preferred stock...................           25,013      31,039
  Attributed to common stock .....................       15,006,868  12,883,287
 Retained earnings (deficit)......................      (12,505,592)(10,212,785)
 Preferred stock dividend payable.................           68,518       -
                                                        -----------  ----------
                                                          2,604,634   2,706,410
Less: Note for subscription receivable............         (105,000)      -
                                                        -----------  ----------
Total Shareholders' Equity                                2,499,634   2,706,410
                                                        -----------  ----------
                                                       $  3,615,590 $ 3,968,258
                                                       ============ ===========

                 See Notes to Consolidated Financial Statements
                                       F-3

<PAGE>


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





                                                     Year Ended December 31,
                                                     2001             2000
                                                     ----             ----
Revenues:
  Entertainment and Technology Services.......  $   388,542       $   239,959
  Healthcare .................................       44,232           487,378
                                                -----------       -----------
                                                    432,774           727,337
                                                -----------       -----------
Operating Costs:
  Entertainment and Technology Services.......      290,906           193,629
  Healthcare .................................       15,474            71,796
  Selling, general and administrative expenses    1,993,296         1,648,117
  Revaluation of film licenses ...............      151,199           289,881
  Revaluation of investment in NCI ...........      133,213           204,943
  Settlement expenses.........................       72,975            38,850
  Preferred stock dividend....................       68,518              -
                                               ------------       -----------
                                                  2,725,581         2,447,216
                                               ------------       -----------

  Net (loss).................................. $ (2,292,807)     $ (1,719,879)
                                               ============       ===========

  Weighted average number of shares outstanding   3,372,500           863,733
                                               ============       ===========

    Basic and diluted net (loss) per common
    share.................................... $      (0.68)     $       (2.00)
                                              ============      =============












                 See Notes to Consolidated Financial Statements


                                       F-4


<PAGE>









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


                                                     Year Ended December 31
                                                      2001             2000
                                                      ----             ----
Operating Activities:
Net income (loss)                                 $(2,292,807)     $(1,719,879)
Adjustments to reconcile net cash provided by
  operating activities:
  Settlement expense............................       72,975           38,850
  Depreciation and amortization expense.........       94,199           31,706
  Payment of officers' compensation with equity       143,146           67,570
  Payment of various liabilities with equity....      430,377          252,783
  Payment of employees' compensation with equity      128,869             -
  Revaluation of film licenses .................      151,199          289,881
  Revaluation of investment in NCI .............      133,213          204,943
  Changes in other operating assets and liabilities    27,218             -
  Preferred Stock dividend declared                    68,518             -
Changes in assets and liabilities:
  Accounts receivable...........................       94,848           99,912
  Prepaid and other current assets..............       19,953         (101,838)
  Other assets .................................      (10,529)            (971)
  Due to/from officers and shareholders ........       56,663           44,541
  Accounts payable and accrued expenses ........       54,960          286,086
                                                  -----------       ----------
  Net cash used for operating activities........     (827,198)        (506,416)
                                                  -----------       ----------
Investing activities:
 Purchase of equipment .........................     (117,260)        (180,270)
                                                  -----------       ----------
  Net cash used for investing activities........     (117,260)        (180,270)
                                                  -----------       ----------
Financing activities:
  Reduction in borrowings ......................      (93,111)          (6,354)
  Proceeds from borrowings .....................    1,048,755          683,599
  Initial capitalization of JINI................        -                7,100
                                                  -----------       ----------
  Net cash provided by financing activities.....      955,644          684,345
                                                  -----------       ----------
  Net increase in cash .........................       11,186           (2,341)
  Cash at beginning of period ..................          949            3,290
                                                  -----------       ----------
  Cash at end of period ........................ $     12,135     $        949
                                                 ============     ============












                 See Notes to Consolidated Financial Statements
                                       F-5


<PAGE>

<TABLE>

<CAPTION>

                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

Balance, December 31, 1999           $4,275    $38,109    $ 676    $11,415,083  $ (8,492,906)
Shares issued as payment for:
  Various expenses.....                 -         -         225        252,558          -
  Compensation to officers..            -         -          60         67,510          -
  Acquisition of CDA.......             -         -          15        149,985          -

Initial capitalization of CDA           -         -           -          7,100          -

Exercise of stock options..             -         -          46            (46)         -

Private placements and
  conversion of Debentures..            -         -         359        983,240          -

Preferred stock exchanged for
common stock...........                (793)    (7,070)       6          7,857          -

Net (loss) for the year ended
    December 31, 2000                    -         -          -           -       (1,719,879)
                                   --------     ------   ------    -----------  ------------
Balance, December 31, 2000            3,482     31,039    1,387     12,883,287   (10,212,785)
                                   --------     ------   ------    -----------  ------------
Shares issued as payment for:
  Various expenses..........           -          -       1,776        794,972          -
  Compensation to officers..           -          -         795        142,351          -
  Compensation to employees.           -          -         330        128,539          -

Exercise of stock options...           -          -         291           (291)         -

Private placements and
  conversion of Debentures..           -          -       2,392      1,051,358          -

Preferred stock exchanged for
   common stock.............          (676)     (6,026)      50          6,652          -

Net (loss) for the year ended
   December 31, 2001........           -           -         -               -    (2,292,807)
                                  --------      ------   ------    ------------ ------------
Balance,December 31, 2001           $2,806     $25,013   $7,021    $15,006,868  $(12,505,592)
                                  ========     =======   ======    ============ ============


</TABLE>




                 See Notes to Consolidated Financial Statements

                                       F-6


<PAGE>



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


NOTE 1 - Summary of Significant Accounting Policies

Description of Business

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

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

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

     Since 2000, the Company  curtailed its efforts in the  distribution of film
licenses and its  healthcare  business to commit and focus its  resources on the
growth of the Internet technology business,  which during that time, the Company
believes was the most efficient and cost  effective  strategy for the Company to
maximize revenue. Accordingly,  during 2001 or 2000, no revenue was generated by
Juniper  Pictures,  Inc. and no services  were  performed by Juniper  Healthcare
Containment Systems, Inc. and Nuclear Cardiac Imaging, Inc.

Entertainment and Technology Services:

         a) Internet Technology Services

     Juniper Internet  Communications,  Inc. ("JINI"):  The Company's technology
segment is conducted  through Juniper Internet  Communications,  Inc.,  formally
Computer Design Associates,  Ltd. ("CDA") which was acquired 100% by JEI. JINI's
emphasis on technology and the Internet focuses particular attention to services
for leading Internet  broadband service  providers;  specifically  cable and DSL
service companies.  In December 2000, CDA was renamed JINI to more appropriately
reflect JINI's role in the industry's rapid deployment of broadband capabilities
and services.

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

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

                                      F-7
<PAGE>
                               JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - Summary of Significant Accounting Policies (Continued)

 Entertainment and Technology Services (Continued):

 b) Entertainment

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

Healthcare

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

     PCI has  developed  a  comprehensive  program  that  addresses  the  entire
spectrum of business and revenue  issues  pertaining to the  physician  practice
management and hospital's managed care  relationships.  PCI assists hospitals in
obtaining  all the dollars  that they are  entitled to under their  managed care
agreements.  Since 2001,  PCI has not performed  any services.  PCI's revenue in
2001  included  approximately  $30,000  from a  settlement  with a hospital  and
collections of approximately  $14,000  previously  considered  uncollectable for
services performed for one additional hospital.

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

  Financial Instruments

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

  Concentration of Credit Risk

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

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

                                      F-8
<PAGE>
                              JUNIPER GROUP, INC.
                            AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - Summary of Significant Accounting Policies (Continued)

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

Amortization of Intangibles

  Film Licenses

     Amortization of film licenses is calculated under the film forecast method.
Accordingly, licenses are amortized in the proportion that revenue recognized
for the period bears to the estimated future revenue to be received. Estimated
future revenue is reviewed annually and amortization rates are adjusted
accordingly.

  Goodwill

     Goodwill represents the excess of the purchase price over the fair value of
acquired companies. The Company assesses long-lived assets for impairment under
Financial Accounting Standards Board's (FASB) Statement of Financial Accounting
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets to
be Disposed Of." Under those rules, goodwill associated with assets acquired in
a purchase business combination is included in impairment evaluations when
events or circumstances exist that indicate the carrying amount of those assets
may not be recoverable. Based upon the Company's evaluation of the investment in
NCI, the goodwill recorded by the Company from this acquisition was reduced by
$133,213 and $204,943 in 2001 and 2000, respectively.

  Statement of Financial Accounting Standards No. 142

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

                                      F-9
<PAGE>

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


NOTE 1 - Summary of Significant Accounting Policies (Continued)

Statement of Financial Accounting Standards No. 142 (Continued)

     Under SFAS No. 142, goodwill and intangible assetswith indefinite lives are
no longer amortized but are reviewed annually,  or more frequently if impairment
indicators  arise, for impairment.  Furthermore,  under SFAS No. 142,  separable
intangible  assets  that  are not  deemed  to have an  indefinite  life  will be
amortized  over their useful lives.  The company  adopted SFAS No. 142 effective
January 1, 2002. Upon adoption, the Company ceased the amortization of goodwill.
Although the Company has not completed the  transitional  impairment  test,  the
Company does not currently expect a material impairment charge.

  Property and Equipment

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

  Recognition of Revenue from License Agreements

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

 Operating Costs

     Operating costs include costs directly associated with earning revenue and
include salary or fees and travel expenses of the individuals performing the
services, and sales commissions.

  Recapitalization

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

  Net Income Per Common Share

     The provisions of SFAS No. 128 "Earnings per Share," which require the
presentation of both net income per common share and net income per common
share-assuming dilution preclude the inclusion of any potential common shares in
the computation of any diluted per-share amounts when a loss from continuing
operations exists. Accordingly, for both 2001 and 2000, net income per common
share and net income per common share-assuming dilution are equal.

  Reclassifications

     Certain amounts in the 2000 financial statements were reclassified to
conform to the 2001 presentation.

NOTE 2 - Accounts Receivable

     The Company estimates an allowance for doubtful accounts which amounted to
approximately $660,000 and $621,000 at December 31, 2001 and 2000, respectively.




                                      F-10



<PAGE>


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

NOTE 3 - Investment in NetDIVE, Inc.

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

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

NOTE 4 - Accounts Payable and Accrued Expenses

     At December 31, 2001 and 2000, respectively, accounts payable and accrued
expenses consisted primarily of legal fees of $201,000 and $241,000, consulting
fees of $57,000 and $167,000, and payroll taxes of $200,000 and $87,000. Other
accruals relate to selling, general and administrative expenses incurred in the
normal course of business.

NOTE 5 - Film Licenses

     At December 31, 2001 and 2000, film licenses amounted to $2,446,187 and
$2,597,386, respectively. These reflect the lower of the Company's original
acquisition price less accumulated amortization for the distribution rights to
77 film licenses or fair market value. Such accumulated amortization amounted to
$371,831 at December 31, 2001 and 2000.

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

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

     Based upon the  Company's  estimates  of future  revenue as of December 31,
2001,  approximately  29% of the  unamortized  film  licenses  will be amortized
during the three years ending December 31, 2004. Management expects that greater
than 60% of the film licenses applicable to related television and films will be
amortized by 2006.

     The Company's policy is to amortize film licenses under the film forecast
method. Additionally, in accordance with SFAS No. 121 (see Note 1), the Company
assesses the value of other film licenses for impairment. Based upon the
forecast of future revenue anticipated from the sales of its films, the Company
has determined it appropriate to write down the carrying amount of its film
library by approximately $151,000 and $290,000 in 2001 and 2000, respectively.
Depending upon the Company's success in marketing and achieving its sales
forecast, it is reasonably possible that the Company's estimate that it will
recover the carrying amount of its film library from future operations, will
change in the near term. As a result of this potential change, the carrying
amount of the film library may be reduced materially in the near term.

                                      F-11


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

NOTE 6 - Notes Payable

     The composition of Notes Payable at December 31, 2001 and 2000, was as
follows:

                                                           2001           2000
                                                        --------       --------
Advances and Demand Notes bearing interest at
  varying rates of up to 2% per month                   $ 32,706       $ 13,200
Settlement agreements and arbitration awards,
  Payable in equal monthly installments of
  $8,659, maturing in June 2002 (See Note 10)             60,614        132,776
18% Convertible Secured Promissory Note
  maturing in June 2002                                  100,000           -
12% Convertible
Secured Promissory Note maturing in June 2002               -           100,000
                                                        --------       --------
                                                         193,320        245,976
                                                        --------       --------
Less current portion ............................        174,100        145,976
                                                        --------       --------
Long term portion ...............................       $ 19,220       $100,000
                                                        ========       ========

NOTE 7 - Producers' Minimum Guarantees and Participations

     Obligations incurred in connection with the acquisition of film licenses,
including minimum guarantees and producer's participations were $911 and $12,186
at December 31, 2001 and 2000, respectively. The balance at December 31, 2001 is
payable through 2004.

NOTE 8 - Shareholders' Equity

     All shares and share prices have been adjusted for the one for ten
reverse stock split effective December 13, 2000.

     Throughout  2001 and 2000, the Company issued common stock through  various
private  placements and the exercise of options.  The prices at which the shares
were  negotiated  and sold varied,  depending upon the bid and ask prices of the
Company's  common stock quoted on the NASDAQ stock  exchange.  In the aggregate,
the Company received $1,053,750 and $983,599 for 2,392,000 and 359,110 shares of
common stock in 2001 and 2000, respectively.

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

     Also, in 2001 and 2000, the Company  issued  1,125,010 and 59,788 shares to
employees as compensation, valued at $272,015 and $67,570, respectively.

     In connection with payables for operating activities, the Company issued
1,776,000 and 225,000 shares, valued at $796,748 and $252,783 in 2001 and 2000,
respectively.

     All shares issued in 2001 and 2000 for notes payable, indebtedness to
producers and payables for operating, were not registered and, as such, were
restricted shares under the Securities Act of 1933, as amended.


                                      F-12
<PAGE>

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

NOTE 8 - Shareholders' Equity (Continued)

     Net (loss) per common share for 2001 and 2000 has been computed by dividing
net (loss), after preferred stock dividend  requirements of $6,672 and $8,356 in
2001 and 2000,  respectively,  by the weighted  average  number of common shares
outstanding throughout the year of 3,372,500 and 863,733, respectively.

  Options Granted

     In January 1994, in connection with an amendment to the Employment
Agreement for the President and Chief Executive Officer, the Company issued
options to purchase 5,000 shares of common stock at $20.35 per share, (all
amounts are pre one for ten reverse split), 110% of the market value at the
effective date (see Note 9). The options were for a term of five years. In
January 2000, none of the options had been exercised and all the options
expired.

     On November 24, 1998, the Company issued to the members of the Board of
Directors and officers of the Company, options to purchase 445,000 shares of the
Company's common stock for $.375 per share (pre one for ten reverse split). The
term of the options are five years. As of December 31, 2001, all options have
been exercised.

     On August 8, 1999, the Company issued (pre one for ten reverse split)
options to purchase 200,000 shares of the Company's common stock to a consultant
as consideration for their services in connection with the investment of
NetDIVE. The options included 100,000 shares with a provision for a cashless
exercise at $1.00 and 100,000, without such provision, also at $1.00. The
options are for a five year term through July 24, 2004. At December 31, 2001, no
options were exercised.

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

     During 2000, the Company issued options to purchase shares of the Company's
common stock as follows (pre one for ten reverse split):  230,000 to consultants
for  services  provided to the  Company,  350,000 to the Board of  Directors  in
recognition of their efforts,  25,000 to officers,  and 532,930 to the President
of the  Company.  These  options had an exercise  price  ranging  from $.4375 to
$1.00. 1,087,930 options were exercised under a cashless provision, during 2000.
Accordingly,  upon their exercise,  505,186 shares of the Company's common stock
were issued.

     On January 9, 2001, the Company issued options to purchase shares of the
Company's common stock as follows: 230,000 to the Board of Directors in
recognition of their efforts, 731,422 to the President of the Company and 30,000
to an officer of the Company. These options had an exercise price ranging from
$1.00 to $1.10 per share and were all exercised, under a cashless provision,
during 2001. Accordingly, upon their exercise, 727,263 shares of the
Company's common stock were issued.


                                      F-13
<PAGE>

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


NOTE 8 - Shareholders' Equity (Continued)

Options Granted (Continued)

     On September 25, 2001, the Company issued options to purchase shares of
the Company's common stock as follows: 150,000 to the Board of Directors in
recognition of their efforts, 650,000 to the President of the Company and 55,000
to an officer of the Company. These options had an exercise price of $0.65 per
share. These options remain unexercised at December 31, 2001.

Convertible Preferred Stock

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

     At December 31, 2001, 28,057 shares of the Preferred Stock were
outstanding. During 2001 and 2000, 6,760 and 7,930 shares of the Preferred
Stock, respectively, were converted to common shares.

     On October 26, 2001, the Board of Directors authorized the issuance of
shares of the Company's common stock valued at an amount sufficient to pay the
accrued preferred stock dividends including those accrued for the month of
December 2001. The dividends valued at $68,518 were paid to holders of record as
of January 28, 2002, upon the issuance of 76,986 shares of the Company's common
stock. The payment due on March 1, 2002, amounting to $1,122, was not paid.
Dividends will accumulate until such time as earned surplus is available to pay
a cash dividend or until a post effective amendment to the Company's
registration statement covering a certain number of common shares reserved for
the payment of Preferred Stock dividends is filed and declared effective, or if
such number of common shares are insufficient to pay cumulative dividends, then
until additional common shares are registered with the Securities and Exchange
Commission (SEC).

 Warrants

     On May 31, 1995, the Company entered into an investment banking agreement
for a five year period. In consideration, the Company issued warrants to
purchase (pre one for ten reverse split) 11,350 shares of the Company's common
stock at an exercise price of $6.75 per share. The warrants were exercisable for
five years, commencing at various dates from May 31, 1996 to May 31, 2001. As of
December 31, 2001, none of the warrants had been exercised and all warrants
expired.

         In connection with the investment banking agreement and the services
provided to complete that agreement, the Company issued to a consultant,
warrants to purchase 1,135 shares of the Company's common stock at an exercise
price of $6.75 per share. These warrants were exercisable for five years,
commencing at various dates from May 31, 1996 to May 31, 2001. As of December
31, 2001, none of the warrants had been exercised and all warrants expired.


                                      F-14


<PAGE>

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


NOTE 8 - Shareholders' Equity (Continued)

Warrants (Continued)

     On October 5, 2000, the Company entered into an investment advisory
agreement whereby the investment advisor will provide introductions to the
financial community, assist in raising capital, provide merger and acquisition
candidates, and provide other advisory services. In consideration, the Company
granted warrants to purchase (pre one for ten reverse split) 250,000 shares of
the Company's common stock at $4.00 per share. The term of the warrants is five
years and expire on October 14, 2004. At December 31, 2001, none of the warrants
were exercised.

 Convertible Debt

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

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

NOTE 9 - Related Parties

     The Company paid rent under one sub-lease during 2001 and 2000 to a company
affiliated with the Chief Executive Officer. The lease agreement expires in May
2002. The rent paid and terms under the subleases were substantially the same as
that of the affiliate's lease agreements with the landlord. Rent expense for the
years ended December 31, 2001 and 2000 was approximately $80,500 and $78,900,
respectively. The affiliate anticipates renewing the lease for a five year term
at slightly higher rates to reflect current market conditions and entering into
a sublease with the Company at approximately the same terms as its new lease
agreement.

     The Company acquired distribution rights to two films from a company
affiliated with the Chief Executive Officer for a license period which expires
on June 5, 2003. The Company is obligated to pay the affiliated producers fees
at the contract rate when revenue is recognized from the sale of the films. Such
payments will be charged against earnings. In 2001 and 2000, no payments were
made to the affiliate and no revenue was recognized.

     The Company owns distribution rights to two films which were acquired
through a company affiliated with the Chief Executive Officer, that is the
exclusive agent for the producers. This exclusive agent is 100% owned by the
principal shareholder of the Company, but receives no compensation for the sale
of the licensing rights. Additionally, after recoupment of original acquisition
costs, the principal shareholder has a 5% interest as a producer in the revenue
received by unaffiliated entities. The Company has received no revenue relating
to these films during 2001 and 2000.


                                      F-15


<PAGE>


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


NOTE 9 - Related Parties (Continued)

     Throughout 2001 and 2000, the Company's  principal  shareholder and officer
made loans to, and payments on behalf of, the Company and received payments from
the  Company  from time to time.  The  largest net balance due to the officer in
2001 was $115,674.  The net  outstanding  balance due to the officer at December
31, 2001 and 2000, respectively, was $115,674 and $59,011.

     As part of salary, bonuses and other compensation, the Company's President
and Chief Executive Officer, was issued 248,460 and 50,145 shares of common
Stock (See Notes 8 and 10), valued at $80,749 and $61,784 in 2001 and 2000,
respectively. Additionally, during 2001 and 2000, respectively, the Company's
President received options for 1,381,422 shares at prices ranging from $0.65 to
$1.10 per share, and 25,000 shares at $.4375 per share. These options were
issued for services as a Board of Directors member and for additional efforts on
behalf of the Company. The Company issued options to other non-employee
directors in 2001 and 2000 for 380,000 and 10,000 shares, respectively. The
Company also issued 85,000 options to an officer of the Company.

     During 2001,  legal services were performed by a firm in which Mr. Barry S.
Huston, a member of the Company' Board of Directors, is a partner. Such services
related to the collection and settlement of various  receivables of the Company.
For their services, Mr. Huston's firm received approximately $23,000.

NOTE 10 - Commitments and Contingencies

 Leases

     The Company leases its New York office facility under a sublease. The lease
expires in May 2002 (see Note 9). The future minimum annual base rental
commitment as of December 31, 2001 is $32,000 through the expiration of the
lease.

 License Agreements

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

 Employment Agreements

     Mr. Hreljanovic has an Employment Agreement with the Company which expires
on April 30, 2005, and that provides for his employment as President and Chief
Executive Officer at an annual salary adjusted annually for the CPI Index and
for the reimbursement of certain expenses and insurance. Based on the foregoing
formula, Mr. Hreljanovic was entitled to salary in 2001 of approximately
$188,500. Additionally, the employment agreement provides that Mr. Hreljanovic
may receive shares of the Company's common stock as consideration for, among
other things, raising funds for the Company.


                                      F-16


<PAGE>

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


NOTE 10 - Commitments and Contingencies (Continued)

Employment Agreements (Continued)

         Due to a working capital deficit, the Company is unable to pay his
entire salary in cash. Mr. Hreljanovic has agreed to forego $101,500 of his
salary for 2001. Pursuant to his employment agreement and in the best interests
of the Company, in lieu of cash, Mr. Hreljanovic agreed to accept the issuance
of shares of the Company's common stock as a part of the payment for the unpaid
salary of 2001 and 2000. In 2001, the Company issued 248,460 shares of common
stock valued at $80,749 as payment of Mr. Hreljanovic's net salary. In 2000, the
Company issued options to purchase 25,000 shares of common stock at $4.376 per
share.

         Additionally, the Company issued to Mr. Hreljanovic options to purchase
131,422 shares of the Company's common stock at an exercise price of $1.10 per
share and 600,000 shares at an exercise price of $1.00 per share as compensation
for his efforts on behalf of the Company (see Note 8). These options were
exercised under a cashless provision and resulted in the issuance of 531,779
shares. The Company also issued 650,000 shares at an exercise price of $0.65 per
share in recognition for his services as a member of the Board of Directors. At
December 31, 2001, the entire 650,000 options were unexercised.

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

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

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

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

Preemptive Rights

     Prior to 1997,  the  Company  has issued  shares of its  common  stock on a
number of occasions without offering preemptive rights to existing  Shareholders
or procuring waivers of their preemptive  rights. No Shareholder has alleged any
damage resulting to him as a result of the sale of shares of Common Stock by the
Company without offering  preemptive  rights.  The amount of damages incurred by
Shareholders by reason of the failure to offer preemptive rights, if any, is not
ascertainable with any degree of accuracy. The Company believes that if any such
claims were asserted, the Company may have valid defenses.



                                      F-17


<PAGE>

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


NOTE 10 - Commitments and Contingencies (Continued)

 Litigation

     On May 22, 1996, Ordinary Guy, Inc. and Crow Productions, Inc. commenced an
action against the Company,  alleging that the Company has successor liability
for a judgment entered in March of 1993 by the  Plaintiffs against Juniper
Releasing, Inc. ("Releasing"), a company affiliated with the Company's CEO. This
matter was settled in April  1999 for a payment of $310,000 to be paid out in
three annual payments, maturing on April 20, 2001.  As inducement to secure a
settlement, the Company issued 93,320 shares of common stock for the benefit of
the Plaintiffs. Payments made during 2000 were less than those required by the
settlement agreement. Accordingly, during 2001 the Company renegotiated the
payment schedule to settle the outstanding balance of $120,000. These payments
will be completed in 2002. (See Note 6.)

Going Concern

     As shown in the accompanying  financial  statements,  the Company's Revenue
decreased to $433,000 in 2001, from $727,000 in 2000; Net loss was $2,293,000 in
2001, and $1,720,000 in 2000;  Working capital was negative $686,000 at December
31, 2001 and negative $598,000 at December 31, 2000.

     During 2001, the Company did not have  sufficient  cash to pay for the cost
of its  operations or to pay its current debt  obligations.  The Company  raised
approximately $1,420,000 for working capital and for the payment of debt through
the sale of unregistered securities (convertible  debentures,  notes payable and
common  stock).  Among the  obligations  that the Company has not had sufficient
cash to pay is its payroll obligations. Certain employees have agreed, from time
to time,  to  receive  the  Company's  common  stock  in lieu of cash.  In these
instances  the  Company  has  determined  the  number  of shares to be issued to
employees  based  upon the unpaid net pay and the  current  market  price of the
stock.  Additionally,  the Company registered these shares so that the employees
can immediately  sell their stock in the open market.  A plan of payment for the
past due payroll taxes is currently being negotiated.

     The fact that the Company continued to sustain losses in 2001, has negative
working capital at December 31, 2001 and still requires  additional  sources of
outside cash to sustain  operations, continues to create  uncertainty  about the
Company's ability to continue as a going concern.

     The Company has developed a plan to reduce its liabilities and improve cash
flow through  expanding  operations and raising  additional funds either through
issuance  of debt or equity.  The  ability of the Company to continue as a going
concern is dependent upon the Company's ability to raise additional funds either
through the  issuance  of debt or the sale of  additional  common  stock and the
success of Management's plan to expand operations.  The Company anticipates that
it will be able to raise the necessary funds it may require for the remainder of
2002 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.

NOTE 11 - Incentive Compensation Plans

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

                                      F-18
<PAGE>



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


NOTE 11 - Incentive Compensation Plans (Continued)

1996 Stock Option Plan (Continued)

     Options will not have  expiration  dates later than ten years from the date
of  grant  (five  years  from  the  date  of  the  grant  in the  case  of a 10%
Stockholder).  The Option  Prices may not be less than the fair market  value of
the common  shares on the date of grant,  except  that any option  granted to an
employee holding 10% or more of the outstanding voting securities of the Company
must be for an option price not less than 110% of fair market value. At December
31,  2001,  all  options  under  the  Plan  had been  granted  and exercised.

1998 Stock Option Plan
----------------------
     On December  30, 1998,  the  shareholders  of the Company  adopted the 1998
Stock  Option  Plan.  This Plan  allows  the  Company to grant  incentive  stock
options, non-qualified stock options and stock appreciation rights (collectively
"options")  to purchase  (pre one for ten reverse  split) up to an  aggregate of
1,000,000  shares of  common  stock to  employees,  including  officers,  and to
non-employees involved in the continuing development and success of the Company.
The terms of the options are to be determined by the Board of Directors. Options
will not have expiration dates later than ten years from the date of grant (five
years from the date of the grant in the case of a 10%  stockholder).  The option
prices may be set at any amount in the  discretion  of the Board's  Compensation
Committee. At December 31, 2001, all options under the Plan had been granted and
exercised.

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

     This  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock  options  and  stock  appreciation   rights   (collectively
"options")  to purchase  (pre one for ten reverse  split) up to an  aggregate of
1,500,000  shares of  common  stock to  employees,  including  officers,  and to
non-employees involved in the continuing development and success of the Company.
The terms of the options are to be determined by the Board of Directors. Options
will not have expiration dates later than ten years from the date of grant (five
years from the date of the grant in the case of a 10%  stockholder).  The option
prices may be set at any amount in the  discretion  of the Board's  Compensation
Committee.  At  December  31,  2001,  1,357,930  options  had been  granted  and
exercised and 142,070 remain unissued.

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


                                      F-19


<PAGE>

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


NOTE 11 - Incentive Compensation Plans (Continued)

2000 Stock Option Plan (Continued)
----------------------
     This  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock  options  and  stock  appreciation   rights   (collectively
"options")  to purchase  (pre one for ten reverse  split) up to an  aggregate of
1,500,000  shares of  common  stock to  employees,  including  officers,  and to
non-employees involved in the continuing development and success of the Company.
The terms of the options are to be determined by the Board of Directors. Options
will not have expiration dates later than ten years from the date of grant (five
years from the date of the grant in the case of a 10%  stockholder).  The option
prices may be set at any amount in the  discretion  of the Board's  Compensation
Committee.  At  December  31,  2001,  1,196,422  options  under the Plan were
granted, of which 205,000 remain unexercised.

2001 Stock Option Plan
----------------------
     On November 29, 2001, the shareholders of the Company adopted the 2001
Stock Option Plan. The Plan supplements the Company's 1989 Restricted Stock,
Non-Qualified and Incentive Stock Option Plan. The Plan also supplements the
Company's 1996, 1998, 1999 and 2000 Stock Option Plans.

     This Plan allows the Company to grant incentive stock options,
non-qualified stock options and stock appreciation rights (collectively
"options") to purchase up to an aggregate of 3,000,000 shares of common stock to
employees, including officers, and to non-employees involved in the continuing
development and success of the Company. The terms of the options are to be
determined by the Board of Directors. Options will not have expiration dates
later than ten years from the date of grant (five years from the date of the
grant in the case of a 10% stockholder). The option prices may be set at any
amount in the discretion of the Board's Compensation Committee. At December 31,
2001, 650,000 options under the Plan were granted and remain unexercised.

Statement of Financial Accounting Standards No. 123

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

                                                     2001             2000
                                                   --------         ---------
Net income (loss:...............    As reported   $(2,292,807)     $(1,719,879)
                                    Pro forma     $(3,751,452)     $(1,816,719)
Net income (loss) per common share: As reported   $     (0.68)     $     (2.00)
                                    Pro forma     $     (1.11)     $     (2.11)




                                      F-20


<PAGE>


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

NOTE 12 - Income Taxes

     For the years ended December 31, 2001 and 2000, 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, 2001, the Company has net
operating loss carryforwards of approximately $10,653,000. These carryforwards
expire as follows:

                         2006           $  490,000
                         2007            1,451,000
                         2008              165,000
                         2009              717,000
                         2010              231,000
                         2011              568,000
                         2012            1,107,000
                         2018              956,000
                         2019            1,257,000
                         2020            1,643,000
                         2021            2,068,000
                                       -----------
                                       $10,653,000

     In accordance with SFAS No. 109 "Accounting for Income Taxes", the Company
recognized deferred tax assets of $4,368,000 at December 31, 2001. 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 $4,368,000. Deferred tax assets at December 31,
2001 primarily reflect the tax effect of net operating loss carryforwards.

NOTE 13 - Acquisitions

     On March 17, 2000, the Company acquired 100% of Juniper Internet
Communications, Inc. ("JINI"), formerly known as Computer Design Associates,
Ltd.("CDA"), a New York Company.  The acquisition was effectuated by exchanging
all of CDA's outstanding shares of common stock for 150,000 shares (pre one for
ten reverse split) of the Company's common stock, valued at $150,000,
substantially all of which was recorded as goodwill, amortized on a
straight-line basis over forty years. The acquisition was recorded under the
pooling method of accounting. Amortization expense was $3,750 in 2001 and 2000.

     On June 23, 2000, the Company completed its acquisition of 51% of Nuclear
Cardiac Imaging, Inc. ("NCI"), a New York Corporation. The acquisition, recorded
under the purchase method of accounting, included the purchase of the
outstanding shares of common stock of NCI in exchange for 250,000 shares (pre
one for ten reverse split) of the Company's common stock valued at $156,000. A
portion of the purchase price (including the 49% interest previously owned by
the Company) has been allocated to assets acquired and liabilities assumed,
based on estimated fair market value at the date of acquisition, while the
balance of $409,886 was recorded as goodwill. Goodwill has been adjusted
according to the Company's valuation performed in accordance with SFAS No. 121.
At December 31, 2001 and 2000 goodwill related to NCI was $66,606 and $199,819,
respectively.

      In accordance with the adoption of SFAS No. 142, as of January 1, 2002,
the Company will no longer continue amortizing its goodwill (See Note 1).


                                      F-21


<PAGE>


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


NOTE 14 - Business Segment Information

     The operations of the Company are divided into two business segments:
entertainment and technology services - consisting of 1) a provider of
technology services in the area of communications, Internet services, DSL and
other web development and the acquisition and distribution of rights to films,
and 2) healthcare - consisting of managed care revenue enhancement and
healthcare cost containment services. The Company markets technology services
throughout the United States and films are available to be marketed throughout
the world. The Company also markets its managed care revenue enhancement
services throughout the United States. Financial information by business segment
is as follows:

                                                            2001         2000
                                                        ----------   ----------
Revenue:
      Entertainment and technology services .......... $   388,542   $  239,959
      Healthcare .....................................      44,232      487,378
                                                       -----------   ----------
                                                       $   432,774   $  727,337
                                                       ===========   ==========
Operating Income (Loss):
      Entertainment and technology .................   $  (746,896) $  (469,932)
      Healthcare ...................................      (280,626)    (483,275)
      Corporate ....................................    (1,265,285)    (766,672)
                                                       -----------  -----------
                                                       $(2,292,807) $(1,719,879)
                                                       ===========  ===========
Identifiable Assets:
     Entertainment and technology services..........  $  2,936,276 $  3,029,491
     Healthcare ....................................       245,850      442,497
     Corporate .....................................       611,090      673,896
Total assets for reportable segment ................     3,793,216    4,145,884
Elimination of intersegment investments.............      (177,626)    (177,626)
                                                      ------------ ------------
Total consolidated assets...........................  $  3,615,590 $  3,968,258
                                                      ============ ============
Depreciation:
     Entertainment and technology services..........  $     23,291 $      4,454
     Healthcare ....................................        37,835       22,923
     Corporate .....................................        23,050       10,631
                                                      ------------ ------------
                                                      $     84,176 $     38,008
                                                      ============ ============
Capital Expenditures:
     Entertainment and technology services..........  $     91,286 $     57,610
     Healthcare ....................................          -          75,000
     Corporate .....................................        66,423       47,660
                                                      ============ ============
                                                      $    157,709 $    180,270

                                      F-22


<PAGE>

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

NOTE 15 - Quarterly Results of Operations (Unaudited)

     Below is a summary of the quarterly results of operations for each quarter
of 2001 and 2000:

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

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

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


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

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

Basic and diluted net
income (loss)per common
share...............  $   (0.29)    $    (0.25)    $   (0.32)   $      (0.95)

NOTE 16 - Supplemental Cash Flow Information

     Cash paid for interest totaled $11,789 and $12,393 in 2001 and 2000,
respectively.

     During 2001,  the Company  satisfied a  significant  number of  obligations
without the use of cash  through the  issuance of the  Company's  common  stock.
These  obligations  included:   officers'  compensation  of  $143,146;  employee
compensation  of $128,869;  payment of corporate  debt  amounting to $1,055,750;
acquisition  of fixed  assets  amounting  toe  $40,400;  and  certain  corporate
expenses amounting to $430,377.

     During 2000,  the Company  satisfied a  significant  number of  obligations
without the use of cash  through the  issuance of the  Company's  common  stock.
These obligations included:  officers' compensation of $67,570;  acquisition and
capitalization  of JINI, a wholly  owned  subsidiary,  of  $150,000;  payment of
corporate debt amounting to $983,599;  and certain corporate  expenses amounting
to $252,783.

NOTE 17 - Major Customers

     In 2001, Network Access Solutions ("NAS")and Comcast accounted for 46% and
45%, respectively of total revenue of the Company. In 2000, Maimonides Hospital,
in Brooklyn, New York, accounted for 44% of the total revenue of the Company.
New York Downtown Hospital and Defense Finance and Accounting Service, each
accounted for 13% of the total year 2000 revenue. No other customer accounted
for more than 10% of the Company's total revenue.

NOTE 18 - Subsequent Events

     From January 1, 2002 through March 28, 2002,  the Company  raised  $208,000
from 1) the issuances of $100,000 of  convertible  debentures and 2) $108,000 of
other loans.  During this period,  the Company  issued  247,000 shares of common
stock in connection with consulting agreements.

                                      F-23


<PAGE>











                                   SIGNATURES

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


Date:        , 2002                        JUNIPER GROUP, INC.



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


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


Signatures                             Titles                       Date
----------                         ------------------           ------------
By:/s/ Vlado Paul Hreljanovic      Chairman of the Board,
    Vlado Paul Hreljanovic         President, Chief Executive
                                   Officer (Principal Executive
                                   and Financial Officer)      ________, 2002


By:/s/ Harold A. Horowitz          Director                    ________, 2002
    Harold A. Horowitz


By:/s/Barry S. Huston              Director                    ________, 2002
    Barry S. Huston











                                      F-24











<PAGE>
                                                                Exhibit 21.1





                              JUNIPER GROUP, INC.

                                  SUBSIDIARIES




All of the Companies subsidiaries are wholly-owned.

Juniper Group, Inc. Subsidiaries                        Incorporated In
Juniper Entertainment, Inc........................      New York
Juniper Medical Systems, Inc......................      New York

Juniper Entertainment, Inc. Subsidiaries                Incorporated In
Juniper Pictures, Inc.............................      New York
Juniper Internet Communications, Inc..............      New York

Juniper Medical Systems, Inc. Subsidiaries              Incorporated In
PartnerCare, Inc..................................      New York
Juniper Healthcare Containment Systems, Inc.......      New York
PartnerCare Funding, Inc..........................      New York
PartnerCare Select, Inc...........................      New York
Nuclear Cardiac Imaging, Inc......................      New Jersey























<PAGE>




                                                             Exhibit 23.1

                             GOLDSTEIN & GANZ, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                               98 CUTTERMILL ROAD
                           GREAT NECK, NEW YORK 11021

                                  ------------
                                 (516) 487-0110
                            Facsimile (516) 487-2928










Board of Directors
Juniper Group, Inc.
111 Great Neck Road
Great Neck, NY 11021

         We hereby consent to the use of our report dated March 18, 2002,
appearing on page F-2 of Form 10-KSB of Juniper Group, Inc. for the fiscal year
ending December 31, 2001.





                                                   Goldstein & Ganz, CPA's, PC


Great Neck, NY
March 18, 2002