SECURITIESAND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

|        |                                                                                    |
|--------|------------------------------------------------------------------------------------|
|   | AnnualReport Pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934 |

|        |                                               |
|--------|-----------------------------------------------|
|   | For the fiscalyear ended: December  31,  2005 |

|        |                                                                                         |
|--------|-----------------------------------------------------------------------------------------|
|   | Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 |

|        |                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | For the transition period from                             to                             |

Commission File Number 000-51240

JUNIPER PARTNERS ACQUISITION CORP.

(Name of Small Business Issuer in Its Charter)

|                                                   |  |                                                    |  |  |  |  |
|---------------------------------------------------|--|----------------------------------------------------|--|--|--|--|
| Delaware                                          |  | 20-2278320                                         |
| (State of Incorporation)                          |  | (Small Business IssuerI.R.S. Employer I.D. Number) |
| 56 West 45thStreet, Suite 805, New York, New York |  | 10036                                              |
| (Address of principal executiveoffices)           |  | (zip code)                                         |
|                                                   |

(212)398-3112

(Issuer’s Telephone Number,Including Area Code)

Securities registered pursuant toSection 12(b) of the Act:

None

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

Series A Units consisting of two shares of Common Stock, parvalue $.0001 per share, five Class W Warrants each to purchase oneshare of Common Stock and two Class Z Warrants each to purchase oneshare of Common StockSeries B Units consisting of two sharesof Class B Common Stock, par value $.0001 per share, one Class WWarrant and one Class Z Warrant Common Stock, $.0001 parvalue per share Class B Common Stock, $.0001 par value pershare Class W Warrants to purchase shares of CommonStock Class Z Warrants to purchase shares of CommonStock

Check whether the issuer is not required tofile reports pursuant to Section 13 or 15(d) of the Exchange Act.

Check whether the Issuer (1) has filed allreports required to be filed by Section 13 or 15(d) of the Exchange Actduring the past 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subjectto such filing requirement for the past 90 days. Yes     No 

Check if there is nodisclosure of delinquent filers in response to Item 405 of RegulationS-B contained in this form, and no disclosure will be contained, to thebest of the registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of thisForm 10-KSB or any amendment to this Form 10-KSB. 

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act)

Yes     No 

Issuer’s revenues for the fiscal year endedDecember  31,  2005 were $0.

As of March27,  2006, the aggregate market value of the common stock held bynon-affiliates of the Registrant was approximately $1,835,800.

As of March  30,  2006, there were 548,100 sharesof common stock, par value $.0001 per share, and 2,875,000 shares ofClass B common stock, par value $.0001 per share, outstanding.

Transitional Small Business Disclosure Format (check one):Yes     No 

----

PART I

ITEM 1.    DESCRIPTION OF BUSINESS

Juniper PartnersAcquisition Corp. is a blank check company formed on February3,  2005 to effect a merger, capital stock exchange, assetacquisition or other similar business combination with an operatingbusiness. Our efforts in identifying a prospective target business willnot be limited to a particular industry. Nevertheless, we are initiallyfocusing on the media and entertainment industry.

On July20,  2005, we consummated our initial public offering of 250,000Series A units, with each Series A unit consisting of two shares of ourcommon stock, five Class W warrants and five Class Z warrants, each topurchase one share of our common stock at an exercise price of $5.00per share, and 1,250,000 Series B units, with each Series B unitconsisting of two shares of our Class B common stock, one Class Wwarrant and one Class Z warrant. On July  29,  2005, weclosed on an additional 16,000 Series A units and 187,500 Series Bunits that were subject to the over-allotment option and onAugust  26,  2005, we closed on an additional 8,000 Series AUnits that were subject to the over-allotment option. The Series Aunits were sold at an offering price of $10.50 per Series A unit andthe Series B units were sold at an offering price of $10.10 per SeriesB unit, generating total gross proceeds of $17,395,750. After deductingthe underwriting discounts and commissions and the offering expenses,the total net proceeds to us from the offering were approximately$15,603,823 of which $14,518,750 was deposited into the trust accountand the remaining proceeds ($1,085,073) became available to be used toprovide for business, legal and accounting due diligence on prospectivebusiness combinations and continuing general and administrativeexpenses. Through December  31,  2005, net cash used to paygeneral and administrative expenses was $227,720. The net proceedsdeposited into the trust fund remain on deposit in the trust fundearning interest. As of December  31,  2005, there was$14,746,925 held in the trust fund.

We are not presently engagedin, and we will not engage in, any substantive commercial businessuntil we consummate a business combination. We intend to utilize ourcash, including the funds held in the trust fund, capital stock, debtor a combination of the foregoing in effecting a business combination.A business combination may involve the acquisition of, or merger with,a company which does not need substantial additional capital but whichdesires to establish a public trading market for its shares, whileavoiding what it may deem to be adverse consequences of undertaking apublic offering itself. These include time delays, significant expense,loss of voting control and compliance with various Federal and statesecurities laws. In the alternative, we may seek to consummate abusiness combination with a company that may be financially unstable orin its early stages of development or growth.

The media andentertainment industry

The media and entertainment industryencompasses companies which create, produce, deliver, distribute,market, exhibit and/or sell entertainment and media services andcontent. Media services and content companies include a wide range ofbusinesses with intellectual property and copyright related assets.Examples of segments of the media and entertainment industry include,but are not limited to:

|  |              |                                                                                                                                                                                                                        |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Film andtelevision production, distribution and exhibition: companies thatoriginate, acquire and or market audio visual and film products such asvideo publishers, television syndicators, and theatricaldistributors; |

|  |              |                                                                                                                                                                                            |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | DVD and video production,distribution and sales: companies that originate, acquire and/or marketprograms on disc or tape to consumers through retail stores, catalogs,and on-line outlets; |

|  |              |                                                                                                                                                                                                                               |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Internet content anddelivery services: companies that provide on-line programming and/ordistribution capability to consumers such as the downloading of music,film and television programming to computers and other devices; |

|  |              |                                                                                                                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Advertiser-supported businesses: companieswhose principal source of revenue is through media sales orsponsorships such as radio syndicators, advertising agencies, and mediabuyers and sellers; |

2

----

|  |              |                                                                                                                                                                                                                       |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Television and radiobroadcasting: companies that directly or indirectly operate in thebroadcasting arena such as local television and radio stations, andprogrammers whose content is distributed over such stations; |

|  |              |                                                                                                                                                                                                                               |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Magazine and book publishing: companies thatoriginate, acquire and/or market printed materials through variousmeans to trade and consumer accounts such as magazine and bookpublishers, catalog and newsletter organizations; |

|  |              |                                                                                                                                                                                                          |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Audio production, distribution and sales:companies that originate, acquire and/or market sound recordings tobusinesses and consumers such as books on tape publishers, or recordmusic organizations; and |

|  |              |                                                                                                                                                                                                                                                                  |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Educationalproduction, distribution and sales: companies that originate, acquireand/or market educational materials to schools, businesses andconsumers such as distant learning firms, textbook publishers, andcontinuing professional education organizations. |

While webelieve that there are numerous business opportunities in almost allsegments of the media and entertainment industry, we are initiallyconcentrating on businesses in the nonfiction programming anddistribution marketplace as our management has its extensiverelationships and significant expertise in this segment of the mediaand entertainment industry.

Selection of a target business andstructuring of a business combination

We anticipate that targetbusiness candidates will be brought to our attention from variousunaffiliated sources, including securities broker-dealers, investmentbankers, venture capitalists, bankers and other members of thefinancial community, who may present solicited or unsolicitedproposals. Our initial securityholders, including our officers anddirectors (collectively, our ‘‘Founders’’), aswell as their affiliates, may also bring to our attention targetbusiness candidates. We have engaged certain professional firms thatspecialize in business acquisitions to assist us in our search for atarget business and we may be required to pay such firmsfinder’s fees or other compensation. In no event, however, willwe pay any of our Founders or any entity with which they are affiliatedany finder’s fee or other compensation for services rendered tous prior to or in connection with the consummation of a businesscombination.

Subject to the requirement that our initialbusiness combination must be with a target business with a fair marketvalue of at least 80% of our net assets at the time of thebusiness combination, our management has virtually unrestrictedflexibility in identifying and selecting a prospective target business.In evaluating a prospective target business, our management considers,among other factors, the following:

|  |              |                                              |
|--|--------------|----------------------------------------------|
|  | •  | financial condition and results ofoperation; |

|  |              |                   |
|--|--------------|-------------------|
|  | •  | growth potential; |

|  |              |                                                                             |
|--|--------------|-----------------------------------------------------------------------------|
|  | •  | experience and skill of management andavailability of additional personnel; |

|  |              |                       |
|--|--------------|-----------------------|
|  | •  | capital requirements; |

|  |              |                                             |
|--|--------------|---------------------------------------------|
|  | •  | the value and extent of its contentlibrary; |

|  |              |                       |
|--|--------------|-----------------------|
|  | •  | competitive position; |

|  |              |                                          |
|--|--------------|------------------------------------------|
|  | •  | barriers to entry into other industries; |

|  |              |                                                             |
|--|--------------|-------------------------------------------------------------|
|  | •  | stage of development of the products,processes or services; |

|  |              |                                                                                        |
|--|--------------|----------------------------------------------------------------------------------------|
|  | •  | degree of currentor potential market acceptance of the products, processes orservices; |

|  |              |                                                                                                                    |
|--|--------------|--------------------------------------------------------------------------------------------------------------------|
|  | •  | proprietary features and degreeof intellectual property or other protection of the products, processesor services; |

|  |              |                                            |
|--|--------------|--------------------------------------------|
|  | •  | regulatory environment ofthe industry; and |

|  |              |                                                          |
|--|--------------|----------------------------------------------------------|
|  | •  | costs associated witheffecting the business combination. |

3

----

These criteria are not intended to beexhaustive. Any evaluation relating to the merits of a particularbusiness combination will be based, in addition to the above factors,on any other considerations deemed relevant by our management ineffecting a business combination consistent with our businessobjective. In evaluating a prospective target business, we will conductan extensive due diligence review which will encompass, among otherthings, meetings with incumbent management and inspection offacilities, as well as review of financial and other information whichis made available to us.

Fair Market Value of TargetBusiness

The initial target business that we acquire must havea fair market value equal to at least 80% of our net assets atthe time of such acquisition, although we may acquire a target businesswhose fair market value significantly exceeds 80% of our netassets. To this end, we may seek to raise additional funds through thesale of our securities or through loan arrangements if such funds arerequired to consummate such a business combination, although we havenot engaged or retained, had any discussions with, or entered into anyagreements with, any third party regarding any such potential financingtransactions. If we were to seek such additional funds, any sucharrangement would only be consummated simultaneously with ourconsummation of a business combination. The fair market value of suchbusiness will be determined by our board of directors based uponstandards generally accepted by the financial community, such as actualand potential sales, earnings and cash flow and book value. If ourboard is not able to independently determine that the target businesshas a sufficient fair market value, we will obtain an opinion from anunaffiliated, independent investment banking firm with respect to thesatisfaction of such criteria. We will not be required to obtain anopinion from an investment banking firm as to the fair market value ifour board of directors independently determines that the targetbusiness has sufficient fair market value.

Opportunity forClass B stockholder approval of business combination

Prior tothe completion of a business combination, we will submit thetransaction to our Class B stockholders for approval, even if thenature of the acquisition is such as would not ordinarily requirestockholder approval under applicable state law. In connection withseeking stockholder approval of a business combination, we will furnishour Class B stockholders with proxy solicitation materials prepared inaccordance with the Securities Exchange Act of 1934, which, among othermatters, will include a description of the operations of the targetbusiness and audited historical financial statements of thebusiness.

We will not proceed with a business combination if theholders of a majority of the then outstanding shares of Class B commonstock present at the meeting to approve the business combination failto vote in favor of such business combination or if stockholders owning20% or more of the outstanding shares of Class B common stockboth exercise their conversion rights and vote against the businesscombination.

Conversion rights

At the time we seekstockholder approval of any business combination, we will offer theholders of our Class B common stock the right to have such sharesconverted to cash if the stockholder votes against the businesscombination and the business combination is approved and completed. Theholders of our common stock will not be entitled to seek conversion oftheir shares. The actual per-share conversion price will be equal tothe amount in the trust fund, inclusive of any interest, as of twobusiness days prior to the consummation of the business combination,divided by the total number of shares of Class B common stock. As ofDecember  31,  2005, the per-share conversion price wouldhave been $5.13. An eligible Class B stockholder may request conversionat any time after the mailing to our stockholders of the proxystatement and prior to the vote taken with respect to a proposedbusiness combination at a meeting held for that purpose, but therequest will not be granted unless the Class B stockholder votesagainst the business combination and the business combination isapproved and completed. Any request for conversion, once made, may bewithdrawn at any time up 

4

----

to the date of the meeting. It is anticipatedthat the funds to be distributed to Class B stockholders entitled toconvert their shares who elect conversion will be distributed promptlyafter completion of a business combination. We will not complete anybusiness combination if Class B stockholders owning 20% or moreof the Class B shares outstanding both vote against the businesscombination and exercise their conversion rights. Any Class Bstockholder who converts his, her or its stock into his, her or itsshare of the trust fund still has the right to exercise the Class W andClass Z warrants that he, she or it received as part of the Series Bunits.

Liquidation if no business combination

If we donot complete a business combination by July  20,  2006, or byJanuary  20,  2007 if the extension criteria described belowhave been satisfied, we will be dissolved and will distribute to allholders of Class B common stock, in proportion to the number of Class Bshares held by them, an aggregate sum equal to the amount in the trustfund, inclusive of any interest, plus any remaining net assets. Therewill be no distribution from the trust fund with respect to our Class Wand Class Z warrants.

If we enter into either a letter ofintent, an agreement in principle or a definitive agreement to completea business combination prior to July  20,  2006, but areunable to complete the business combination prior to this date, then wewill have an additional six months in which to complete the businesscombination contemplated by the letter of intent, agreement inprinciple or definitive agreement. If we are unable to do so byJanuary  20,  2007, we will then liquidate. Upon notice fromus, the trustee of the trust fund will commence liquidating theinvestments constituting the trust fund and will turn over the proceedsto our transfer agent for distribution to our Class B stockholders. Weanticipate that our instruction to the trustee would be given promptlyafter the expiration of the applicable time periods.

If we wereto expend all of the net proceeds of our initial public offering, otherthan the proceeds deposited in the trust fund, the per-shareliquidation price as of December  31,  2005 would have been$5.13. However, the proceeds deposited in the trust fund could becomesubject to the claims of our creditors which could be prior to theclaims of our Class B stockholders. Stuart B. Rekant, our chairman ofthe board and chief executive officer, and Robert Becker, our chieffinancial officer, treasurer and secretary, have agreed that, if weliquidate prior to the consummation of a business combination, theywill be personally liable to pay debts and obligations to targetbusinesses or vendors or other entities that are owed money by us forservices rendered or contracted for or for products sold to us to theextent they have claims against the funds in our trust account.

Competition

In identifying, evaluating and selecting atarget business, we expect to encounter intense competition from otherentities having a business objective similar to ours. There arenumerous blank check companies that have completed initial publicofferings that are seeking to carry out a business plan similar to ourbusiness plan. Additionally, we may be subject to competition fromother companies looking to expand their operations through theacquisition of a target business. Many of these entities are wellestablished and have extensive experience identifying and effectingbusiness combinations directly or through affiliates. Many of thesecompetitors possess greater technical, human and other resources thanus and our financial resources will be relatively limited whencontrasted with those of many of these competitors. While we believethere are numerous potential target businesses that we could acquire,our ability to compete in acquiring certain sizable target businesseswill be limited by our available financial resources. This inherentcompetitive limitation gives others an advantage in pursuing theacquisition of a target business. Further:

|  |              |                                                                                                                        |
|--|--------------|------------------------------------------------------------------------------------------------------------------------|
|  | •  | our obligation to seek Class B stockholderapproval of a business combination may delay the completion of atransaction; |

|  |              |                                                                                                                                                                                                                                                                              |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | our obligation to convertinto cash shares of Class B common stock held by our Class Bstockholders if such holders both vote against the business combinationand also seek conversion of their shares may reduce the resourcesavailable to us for a business combination; and |

5

----

|  |              |                                                                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | our outstandingwarrants and option, and the future dilution they potentiallyrepresent, may not be viewed favorably by certain targetbusinesses. |

Any of these factors may place us at acompetitive disadvantage in successfully negotiating a businesscombination. Our management believes, however, that our status as apublic entity and potential access to the United States public equitymarkets may give us a competitive advantage over privately-heldentities having a similar business objective as us in acquiring atarget business on favorable terms.

If we succeed in effecting abusiness combination, there will be, in all likelihood, intensecompetition from competitors of the target business. Inparticular, certain industries which experience rapid growth frequentlyattract an increasingly larger number of competitors, includingcompetitors with increasingly greater financial, marketing, technicaland other resources than the initial competitors in the industry. Thedegree of competition characterizing the industry of any prospectivetarget business cannot presently be ascertained. We cannot assure youthat, subsequent to a business combination, we will have the resourcesor ability to compete effectively.

Employees

We havetwo executive officers. These individuals are not obligated tocontribute any specific number of hours to our matters and intend todevote only as much time as they deem necessary to our affairs. Theamount of time they devote in any time period will vary based on theavailability of suitable target businesses to investigate. We do notintend to have any full time employees prior to the consummation of abusiness combination.

6

----

Risksassociated with our business

In addition to otherinformation included in this report, the following factors should beconsidered in evaluating our business and future prospects.

We are a development stage company with no operating historyand very limited resources.

We are a recently incorporateddevelopment stage company with no operating results to date. Since wedo not have an operating history, you will have no basis upon which toevaluate our ability to achieve our business objective, which is toacquire an operating business. We will not generate any revenues until,at the earliest, after the consummation of a business combination.

If third parties bring claims against us, the proceedsheld in trust could be reduced and the per-share liquidation pricereceived by Class B stockholders will be less than $5.13 pershare.

Our placing of funds in trust may not protect thosefunds from third party claims against us. The proceeds held in trustcould be subject to claims which could take priority over the claims ofthe holders of our Class B common stock. We cannot assure you that theper-share distribution from the trust fund will not be less than the$5.13 per share held in trust as of December  31,  2005 dueto claims of creditors. If we are unable to complete a businesscombination and are forced to distribute the proceeds held in trust,Stuart B. Rekant, our chairman of the board and chief executiveofficer, and Robert Becker, our chief financial officer, treasurer andsecretary, have agreed that they will be personally liable to ensurethat the proceeds in the trust fund are not reduced by the claims oftarget businesses or vendors or other entities that are owed money byus for services rendered or contracted for or products sold to us.However, we cannot assure you that they will be able to satisfy thoseobligations. Furthermore, even after our liquidation (including thedistribution of the monies then held in the trust fund), under theDelaware General Corporation Law, stockholders may be held liable forclaims by third parties against a corporation to the extent ofdistributions received by them in a dissolution. Accordingly, we cannotassure you that third parties will not seek to recover from ourstockholders amounts owed to them by us.

Because there arenumerous companies with a business plan similar to ours seeking toeffectuate a business combination, it may be more difficult for us todo so. 

There are numerous similarly structured blankcheck companies have completed initial public offerings in the UnitedStates with business plans similar to ours and there are a number ofadditional offerings for blank check companies that are still in theregistration process but have not completed initial public offerings.While some of those companies must complete a business combination inspecific industries, a number of them may consummate a businesscombination in any industry they choose. Therefore, we may be subjectto competition from these and other companies seeking to consummate abusiness plan similar to ours. Because of this competition, we cannotassure you that we will be able to effectuate a business combinationwithin the required time periods.

Since we are notlimited to any particular industry or target business with which tocomplete a business combination, we are unable to currently ascertainthe merits or risks of the industry in, or business, which we mayultimately operate.

We may consummate a businesscombination with a company in any industry we choose and are notlimited to any particular industry or type of business. Accordingly,there is no basis for you to evaluate the possible merits or risks ofthe particular industry in which we may ultimately operate or thetarget business which we may ultimately acquire. To the extent wecomplete a business combination with a financially unstable company oran entity in its development stage, we may be affected by numerousrisks inherent in the business operations of those entities. If wecomplete a business combination with an entity in an industrycharacterized by a high level of risk, we may be affected by thecurrently unascertainable risks of that industry. Although ourmanagement will endeavor to evaluate the risks inherent in a particulartarget business, we cannot assure you that we will properly ascertainor assess all of the significant risk factors. We also cannot assureyou that an investment in our securities will not ultimately prove tobe less favorable than a direct investment, if an opportunity wereavailable, in a target business.

7

----

We may issue shares of ourcapital stock or debt securities to complete a business combination,which would reduce the equity interest of our stockholders and likelycause a change in control of our ownership.

Our certificateof incorporation authorizes the issuance of up to 20,000,000 shares ofcommon stock, par value $.0001 per share, 5,000,000 shares of Class Bcommon stock, par value $.0001 per share, and 5,000 shares of preferredstock, par value $.0001 per share. We currently have 8,811,900 and2,000,000 authorized but unissued shares of our common stock and ClassB common stock, respectively, available for issuance (after appropriatereservation for the issuance of shares upon conversion of the Class Bcommon stock and upon full exercise of our outstanding Class Wwarrants, Class Z warrants and the purchase option issued in connectionwith our initial public offering) and all of the 5,000 shares ofpreferred stock available for issuance. Although we currently have nocommitments to issue our securities, we will, in all likelihood, issuea substantial number of additional shares of our common stock orpreferred stock, or a combination of common and preferred stock, tocomplete a business combination. The issuance of additional shares ofour common stock or any number of shares of our preferred stock:

|  |              |                                                              |
|--|--------------|--------------------------------------------------------------|
|  | •  | may significantly reduce theequity interest of stockholders; |

|  |              |                                                                                                                                            |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | may subordinate the rights ofholders of common stock if preferred stock is issued with rights seniorto those afforded to our common stock; |

|  |              |                                                                                                                                                                                                                                                                                                                 |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | will likely cause a change incontrol if a substantial number of our shares of common stock areissued, which may affect, among other things, our ability to use ournet operating loss carry forwards, if any, and most likely also resultin the resignation or removal of our present officers and directors;and |

|  |              |                                                                    |
|--|--------------|--------------------------------------------------------------------|
|  | •  | may adversely affectprevailing market prices for our common stock. |

Similarly,if we issue debt securities, it could result in:

|  |              |                                                                                                                                           |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | default and foreclosure on ourassets if our operating revenues after a business combination wereinsufficient to pay our debt obligations; |

|  |              |                                                                                                                                                                                                                                                                                                                           |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | acceleration of our obligationsto repay the indebtedness even if we have made all principal andinterest payments when due if the debt security contains covenants thatrequire the maintenance of certain financial ratios or reserves and anysuch covenant is breached without a waiver or renegotiation of thatcovenant; |

|  |              |                                                                                                                   |
|--|--------------|-------------------------------------------------------------------------------------------------------------------|
|  | •  | our immediatepayment of all principal and accrued interest, if any, if the debtsecurity is payable on demand; and |

|  |              |                                                                                                                                                                                             |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | our inability to obtainadditional financing, if necessary, if the debt security containscovenants restricting our ability to obtain additional financing whilesuch security is outstanding. |

Our ability tosuccessfully effect a business combination and to be successfulthereafter will be totally dependent upon the efforts of our keypersonnel, some of whom may join us following a businesscombination.

Our ability to successfully effect a businesscombination will be totally dependent upon the efforts of our keypersonnel. The future role of our key personnel in the target business,however, cannot presently be ascertained. Although it is possible thatsome of our key personnel will remain associated in various capacitieswith the target business following a business combination, it is likelythat the management of the target business at the time of the businesscombination will remain in place. Moreover, our key personnel will beable to remain with the company after the consummation of a businesscombination only if they are able to negotiate employment or consultingagreements in connection with the business combination, the terms ofwhich, including the compensation to be paid to such individuals, wouldbe determined at such time between the respective parties. However, theability of our key personnel to remain with the company after theconsummation of a business combination will not be the determiningfactor in our decision as to whether or not we will proceed

8

----

with any potential business combination. Whilewe intend to closely scrutinize the management of a prospective targetbusiness in connection with evaluating the desirability of effecting abusiness combination, we cannot assure you that our assessment ofmanagement will prove to be correct. These individuals may beunfamiliar with the requirements of operating a public company whichcould cause us to have to expend time and resources helping them becomefamiliar with such requirements. This could be expensive andtime-consuming and could lead to various regulatory issues which mayadversely affect our operations.

Because our officers anddirectors allocate their time to other businesses, it could have anegative impact on our ability to consummate a businesscombination.

Our officers and directors are not requiredto commit their full time to our affairs, which may result in aconflict of interest in allocating their time between our operationsand other businesses. We do not intend to have any full time employeesprior to the consummation of a business combination. All of ourexecutive officers are engaged in several other business endeavors andare not obligated to contribute any specific number of hours to ouraffairs. If our executive officers’ other business affairsrequire them to devote more substantial amounts of time to suchaffairs, it could limit their ability to devote time to our affairs andcould have a negative impact on our ability to consummate a businesscombination.

Our officers and directors may in thefuture become affiliated with entities engaged in business activitiessimilar to those intended to be conducted by us and, accordingly, mayhave conflicts of interest in determining to which entity a particularbusiness opportunity should be presented.

Some of ourofficers and directors may in the future become affiliated withentities, including other ‘‘blank check’’companies, engaged in business activities similar to those intended tobe conducted by us. Additionally, our officers and directors may becomeaware of business opportunities which may be appropriate forpresentation to us as well as the other entities with which they havefiduciary obligations to. Accordingly, they may have conflicts ofinterest in determining to which entity a particular businessopportunity should be presented. We cannot assure you that theseconflicts will be resolved in our favor.

All of ourofficers and directors own securities of ours which will notparticipate in the distribution of the trust fund or liquidationdistributions. This may cause them to have a conflict of interest indetermining whether a particular target business is appropriate for abusiness combination.

The common stock, Class W warrantsand Class Z warrants owned by our directors and officers will beworthless if we do not consummate a business combination. The personaland financial interests of our directors and officers may influencetheir motivation in identifying and selecting a target business andcompleting a business combination timely. Consequently, ourdirectors’ and officers’ discretion in identifying andselecting a suitable target business may result in a conflict ofinterest when determining whether the terms, conditions and timing of aparticular business combination are appropriate and in ourstockholders’ best interest.

It is probable that wewill only be able to complete one business combination, which willcause us to be solely dependent on a single business and a limitednumber of products or services. 

As of December31,  2005, we had $14,746,925 on deposit in a trust fund that wemay use to complete a business combination. Our initial businesscombination must be with a business with a fair market value of atleast 80% of our net assets at the time of such acquisition,although this may entail the simultaneous acquisitions of severalclosely related operating businesses at the same time. By consummatinga business combination with only a single entity, our lack ofdiversification may subject us to numerous economic, competitive andregulatory developments. Further, we would not be able to diversify ouroperations or benefit from the possible spreading of risks oroffsetting of losses, unlike other entities which may have theresources to complete several business combinations in differentindustries or different areas of a single industry. Accordingly, theprospects for our success may be:

9

----

|  |              |                                                               |
|--|--------------|---------------------------------------------------------------|
|  | •  | solelydependent upon the performance of a single business, or |

|  |              |                                                                                                                     |
|--|--------------|---------------------------------------------------------------------------------------------------------------------|
|  | •  | dependent upon the development ormarket acceptance of a single or limited number of products, processesor services. |

Alternatively, if our business combinationentails the simultaneous acquisitions of several operating businessesat the same time from different sellers, each such seller will need toagree that the purchase of its business is contingent upon simultaneousclosings of the other acquisitions, which may make it more difficultfor us, and delay our ability, to complete the business combination. Ifwe were to consummate a business combination with several operatingbusinesses, we could also face additional risks, including burdens andcosts with respect to possible multiple negotiations and due diligenceinvestigations and the additional risks associated with the subsequentassimilation of the operations into a single operating business. If weare unable to adequately address these risks, it could negativelyimpact our profitability and results of operations.

Theability of our Class B stockholders to exercise their conversion rightsmay not allow us to effectuate the most desirable business combinationor optimize our capital structure.

When we seek Class Bstockholder approval of any business combination, we will offer eachClass B stockholder the right to have his, her or its shares of Class Bcommon stock converted to cash if such stockholder votes against thebusiness combination and the business combination is approved andcompleted. Such holder must both vote against such business combinationand then exercise his, her or its conversion rights to receive a prorata portion of the trust account. Accordingly, if our businesscombination requires us to use substantially all of our cash to pay thepurchase price, because we will not know how many Class B stockholdersmay exercise such conversion rights, we may either need to reserve partof the trust account for possible payment upon such conversion, or wemay need to arrange third party financing to help fund our businesscombination in case a larger percentage of Class B stockholdersexercise their conversion rights than we expect. Therefore, we may notbe able to consummate a business combination that requires us to useall of the funds held in the trust account as part of the purchaseprice, or we may end up having a leverage ratio that is not optimal forour business combination. This may limit our ability to effectuate themost attractive business combination available to us.

Because of our limited resources and structure, we may not beable to consummate an attractive business combination.

Weexpect to encounter intense competition from other entities having abusiness objective similar to ours, including venture capital funds,leveraged buyout funds and operating businesses competing foracquisitions. Many of these entities are well established and haveextensive experience in identifying and effecting business combinationsdirectly or through affiliates. Many of these competitors possessgreater technical, human and other resources than we do and ourfinancial resources will be relatively limited when contrasted withthose of many of these competitors. While we believe that there arenumerous potential target businesses that we could acquire, our abilityto compete in acquiring certain sizable target businesses will belimited by our available financial resources. This inherent competitivelimitation gives others an advantage in pursuing the acquisition ofcertain target businesses. Further, the obligation we have to seekClass B stockholder approval of a business combination may delay theconsummation of a transaction. Additionally, our outstanding Class Wwarrants and Class Z warrants, and the future dilution they potentiallyrepresent, may not be viewed favorably by certain target businesses.Any of these obligations may place us at a competitive disadvantage insuccessfully negotiating a business combination. Additionally, becauseof our structure, there may be fewer attractive target businessesavailable to acquire or privately held target businesses may not be notinclined to enter into a transaction with a publicly held blank checkcompanies like us.

We may be unable to obtainadditional financing, if required, to complete a business combinationor to fund the operations and growth of the target business, whichcould compel us to restructure the transaction or abandon a particularbusiness combination.

Although we believe our currentassets will be sufficient to allow us to consummate a businesscombination, in as much as we have not yet identified any prospectivetarget business, we cannot 

10

----

ascertain the capital requirements for anyparticular transaction. If we require further funds, either because ofthe size of the business combination or the depletion of our availablecash in search of a target business, or because we become obligated toconvert into cash a significant number of shares of Class B commonstock from dissenting Class B stockholders, we will be required to seekadditional financing. We cannot assure you that such financing would beavailable on acceptable terms, if at all. To the extent that additionalfinancing proves to be unavailable when needed to consummate aparticular business combination, we would be compelled to restructurethe transaction or abandon that particular business combination andseek an alternative target business candidate. In addition, if weconsummate a business combination, we may require additional financingto fund the operations or growth of the target business. The failure tosecure additional financing could have a material adverse effect on thecontinued development or growth of the target business. None of ourofficers, directors or stockholders is required to provide anyfinancing to us in connection with or after a business combination.

Our outstanding warrants may have an adverse effect on themarket price of common stock and make it more difficult to effect abusiness combination.

We currently have outstanding ClassW warrants to purchase 3,620,000 shares of common stock, Class Zwarrants to purchase 3,620,000 shares of common stock and an option topurchase 12,500 Series A units and/or 62,500 Series B units which, ifexercised, will result in the issuance of an additional 250,000warrants. To the extent we issue shares of common stock to effect abusiness combination, the potential for the issuance of substantialnumbers of additional shares upon exercise of these warrants andoptions could make us a less attractive acquisition vehicle in the eyesof a target business as such securities, when exercised, will increasethe number of issued and outstanding shares of our common stock andreduce the value of the shares issued to complete the businesscombination. Accordingly, our warrants and options may make it moredifficult to effectuate a business combination or increase the cost ofthe target business. Additionally, the sale, or even the possibility ofsale, of the shares underlying the warrants and options could have anadverse effect on the market price for our securities or on our abilityto obtain future public financing. If and to the extent these warrantsand options are exercised, you may experience dilution to yourholdings.

If we are unable to effect a business combinationand are forced to liquidate, our warrants will expireworthless.

If we do not complete a business combination byJuly  20,  2006, or by January  20,  2007 ifcertain criteria have been satisfied, we will distribute to all holdersof Class B common stock an aggregate sum equal to the amount in thetrust fund, inclusive of any interest. Thereafter, we will dissolve andany remaining net assets will be distributed to the holders of ourcommon stock. In such event, there will be no distribution with respectto our outstanding Class W warrants and Class Z warrants. Accordingly,the warrants will expire worthless.

If our Foundersexercise their registration rights, it may have an adverse effect onthe market price our common stock and the existence of these rights maymake it more difficult to effect a business combination.

Our Founders are entitled to demand that we register the resale oftheir 100 shares of common stock and their 812,500 Class W warrants and812,500 Class Z warrants as well as the 1,625,000 shares of commonstock underlying their warrants at any time after we consummate abusiness combination. Thus, if our Founders exercise their registrationrights with respect to these securities, there will be an additional100 shares of common stock and 1,625,000 warrants (or an additional1,625,000 shares of common stock issuable upon exercise of thewarrants) eligible for trading in the public market. The presence ofthis additional number of shares of common stock and warrants eligiblefor trading in the public market may have an adverse effect on themarket price of our common stock. In addition, the existence of theserights may make it more difficult to effectuate a business combinationor increase the cost of the target business, as the stockholders of thetarget business may be discouraged from entering into a businesscombination with us or will request a higher price for their securitiesas a result of these registration rights and the potential futureeffect their exercise may have on the trading market for our commonstock.

11

----

Our securities are quoted on the OTCBulletin Board, which limits the liquidity and price of our securities.

Our securities are traded on the OTC Bulletin Board, anNASD-sponsored and operated inter-dealer automated quotation system forequity securities not included on The Nasdaq Stock Market. Quotation ofour securities on the OTC Bulletin Board limits the liquidity and priceof our securities more than if our securities were quoted or listed onThe Nasdaq Stock Market or a national exchange.

If weare deemed to be an investment company, we may be required to instituteburdensome compliance requirements and our activities may berestricted, which may make it difficult for us to complete a businesscombination.

If we are deemed to be an investment companyunder the Investment Company Act of 1940, we may be subject to certainrestrictions that may make it more difficult for us to complete abusiness combination, including:

|  |              |                                                   |
|--|--------------|---------------------------------------------------|
|  | •  | restrictions on the nature of ourinvestments; and |

|  |              |                                            |
|--|--------------|--------------------------------------------|
|  | •  | restrictionson the issuance of securities. |

In addition, we may have imposedupon us burdensome requirements, including:

|  |              |                                              |
|--|--------------|----------------------------------------------|
|  | •  | registration as an investmentcompany;’ |

|  |              |                                                        |
|--|--------------|--------------------------------------------------------|
|  | •  | adoption ofa specific form of corporate structure; and |

|  |              |                                                                                                     |
|--|--------------|-----------------------------------------------------------------------------------------------------|
|  | •  | reporting, record keeping,voting, proxy and disclosure requirements and other rules andregulations. |

We do not believe that our anticipated principalactivities will subject us to the Investment Company Act of 1940. Tothis end, the proceeds held in trust may only be invested by the trustagent in ‘‘government securities’’ withspecific maturity dates. By restricting the investment of the proceedsto these instruments, we intend to meet the requirements for theexemption provided in Rule 3a-1 promulgated under the InvestmentCompany Act of 1940. If we were deemed to be subject to the act,compliance with these additional regulatory burdens would requireadditional expense that we have not allotted for.

Risksrelated to the media and entertainment industry

Our searchfor a target business is not limited to any particular industry.However, we are currently focusing our search on target businesses inthe media and entertainment industry. We believe the following riskswould apply to us following the completion of a business combinationwith a target business in the media and entertainment industry.

The speculative nature of the media and entertainment industrycould cause our revenues and profit to decrease following a businesscombination.

Certain segments of the media andentertainment industry are highly speculative and historically haveinvolved a substantial degree of risk. For example, the success of aparticular film, video game, television program or series orrecreational attraction depends upon unpredictable and changingfactors, including the success of promotional efforts, the availabilityof alternative forms of entertainment and leisure time activities,general economic conditions, public acceptance and other tangible andintangible factors, many of which are beyond our control. If wecomplete a business combination with a target business in such asegment, our revenues and profit could be reduced.

Changes in technology and distribution methods may renderthe services we provide, or technologies and distribution methods weuse, obsolete.

The media and entertainment industry issubstantially affected by rapid and significant changes in technologyand distribution methods. These changes may render certain existingservices, technologies 

12

----

and distribution methods used in the industryobsolete. We cannot assure you that the technologies used by or reliedupon by a target business with which we effect a business combinationwill not be subject to such obsolescence. While we may attempt to adaptand apply the services provided by the target business to newertechnologies and distribution methods, we cannot assure you that wewill have sufficient resources to fund these changes or that thesechanges will ultimately prove successful.

If,following a business combination, the program, services or content thatwe market or sell are not accepted by the public, we may not beprofitable.

Certain segments of the media and entertainmentindustry are dependent on developing and marketing new programs,services or content that respond to technological and competitivedevelopments and changing customer needs and distribution platforms. Wecannot assure you that the programs, services or content of a targetbusiness with which we effect a business combination will gain ormaintain market acceptance. Any significant delay or failure indeveloping new or enhanced technology, including new product andservice offerings, could result in a loss of actual or potential marketshare and a decrease in revenues.

If we are unable toprotect our patents, trademarks, copyrights and other intellectualproperty rights following a business combination, competitors may beable to use our technology or intellectual property rights, which couldweaken our competitive position.

If we are successful inacquiring a target business and the target business is the owner ofproprietary programming, libraries, software or technology, our successwill depend in part on our ability to obtain and enforce intellectualproperty rights for those assets, both in the United States and inother countries. In those circumstances, we may file applications forpatents, copyrights and trademarks as our management deems appropriate.We cannot assure you that these applications, if filed, will beapproved, or that we will have the financial and other resourcesnecessary to enforce our proprietary rights against infringement byothers. Additionally, we cannot assure you that any patent, trademarkor copyright obtained by us will not be challenged, invalidated orcircumvented.

If we are alleged to have infringed on theintellectual property or other rights of third parties, it couldsubject us to significant liability for damages and invalidation of ourproprietary rights.

If, following a business combination,third parties allege that we have infringed on their intellectualproperty rights, privacy rights or publicity rights or have defamedthem, we could become a party to litigation. These claims and anyresulting lawsuits could subject us to significant liability fordamages and invalidation of our proprietary rights and/or restrict ourability to publish and distribute the infringing or defamingcontent.

We may not be able to comply with governmentregulations that may be adopted with respect to the media andentertainment industry.

Certain segments of the media andentertainment industry, including broadcast networks, cable networksand radio stations, have historically been subject to substantialregulation at the federal, state and local levels. In the past, theregulatory environment, particularly with respect to thetelecommunications industry and the television and radio industry, hasbeen fairly rigid. We cannot assure you that regulations currently ineffect or adopted in the future will not cause any target businessacquired by us to alter or cease its operations.

Risksrelated to the nonfiction programming and distribution segment ofthe media and entertainment industry

Although we mayconsummate a business combination in any industry, including anysegment of the media and entertainment industry, our management iscurrently focusing on the nonfiction programming and distributionsegment of the media and entertainment industry. Accordingly, webelieve the following additional risks would apply to us following abusiness combination in this segment.

13

----

If demand for the products, servicesor content we offer following a business combination decreases, ourrevenues may decline and we may not be profitable.

Substantially all of the revenues of companies that operateprincipally in the film and television programming industry are derivedfrom production and licensing fees paid by theatrical exhibitors anddistributors and broadcast and cable television channels, from thedistribution of DVD and video products to home entertainment marketsand from advertising fees and subscription revenues. Each film andtelevision program is an individual artistic work and its commercialsuccess is primarily determined by audience reaction and acceptance,which is unpredictable. Audience demands and tastes change with timeand can be heavily influenced by shifting social mores, local, nationaland world events, and cultural trends and fads. Even if a film ortelevision program proves initially popular, its popularity could waneprior to the time that production/acquisition costs associated with itare recouped. We cannot assure you that a target business with which weeffect a business combination will possess the rights to film andtelevision programming libraries that will appeal to audiences on abroad basis. We also cannot assure you that management will besuccessful in predicting changing audience demand or that we will havethe necessary resources to acquire or produce films and programming tomeet such demand.

If we are unable to secure sources offinancing for our products or services following a businesscombination, we may not be able to conduct our operationssuccessfully.

Following a business combination, asignificant amount of time may elapse between our expenditure of fundsto produce or acquire films and television programming titles and thereceipt of commercial revenues from such titles. This time lapse couldrequire us to fund a significant portion of our capital requirementsfrom various resources, including credit facilities, loans and sales ofequity or debt securities. This time lag could also result in materialfluctuations in our operating results and cash flows.

If, following a business combination, we amortize filmand television programming costs, it may accentuate fluctuations in ouroperating results.

In addition to the general cyclicalnature of the industry, accounting practices that are standard for theindustry may accentuate fluctuations in our operating results followinga business combination. In accordance with generally acceptedaccounting principles and industry practice, film and televisionprogramming costs are amortized using the‘‘individual-film-forecast’’ method. Under thismethod, the costs of a title are amortized based on the followingratio: (A) revenue earned by title in the current period divided by (B)estimated total revenues for the title. We would be required toregularly review, and revise when necessary, total revenue estimates ona title-by-title basis. This review could result in a change in therate of amortization and/or a write-down of the film or televisionasset to its estimated fair value. Results of operations would dependupon our amortization of our film and television costs. Periodicadjustments in amortization rates could significantly affect theseresults.

We may engage in international distributionactivities following a business combination, which activities wouldpresent specific risks.

Numerous companies operating inthe film and television programming and distribution businesses engagein international distribution activities as part of their overalloperating strategy. If we engage in international distributionactivities following a business combination, we will be forced tocompete with companies operating domestically in such jurisdictions.Governments often provide incentives to domestic distribution companiesto make them more competitive. Such incentives could make it extremelydifficult for us to compete effectively. Additionally, any suchinternational distribution activities could negatively affect us as aresult of any or all of the following:

|  |              |                                                                  |
|--|--------------|------------------------------------------------------------------|
|  | •  | changes in foreign currencyexchange rates and currency controls; |

|  |              |                                      |
|--|--------------|--------------------------------------|
|  | •  | changes in tax and repatriationlaws; |

|  |              |                                                                                                                                          |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | trade protectionmeasures, including programming quotas favoring programming produced inthe foreign countries which we seek to penetrate; |

14

----

|  |              |                                                                  |
|--|--------------|------------------------------------------------------------------|
|  | •  | differingdegrees of protection for intellectual property rights; |

|  |              |                                                                                                         |
|--|--------------|---------------------------------------------------------------------------------------------------------|
|  | •  | programming piracy under lawsless stringent and less thoroughly policed than those in the UnitedStates; |

|  |              |                                                                                                  |
|--|--------------|--------------------------------------------------------------------------------------------------|
|  | •  | longer accountsreceivable collection patterns than experienced with outlets in theUnited States; |

|  |              |                                                                               |
|--|--------------|-------------------------------------------------------------------------------|
|  | •  | changes inlocal regulatory requirements, including restrictions on content;or |

|  |              |                                                                   |
|--|--------------|-------------------------------------------------------------------|
|  | •  | changes in regional orworldwide economic or political conditions. |

ITEM2.    DESCRIPTION OF PROPERTY

We maintain our executiveoffices at 56 West 45th Street, Suite 805, New York, NewYork pursuant to an agreement with Hidden Treasures, Inc., an affiliateof Stuart B. Rekant, our chairman of the board and chief executiveofficer, and Paul Kramer, a director of ours. We pay Hidden Treasures amonthly fee of $7,500 which is for general and administrative servicesincluding office space, utilities and secretarial support. We believe,based on rents and fees for similar services in the New York Citymetropolitan area, that the fee charged by Hidden Treasures is at leastas favorable as we could have obtained from an unaffiliated person. Weconsider our current office space adequate for our currentoperations.

ITEM 3.    LEGAL PROCEEDINGS

None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

None.

PART II

ITEM 5.    MARKET FORCOMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MarketInformation

Our Series A units, Series B units, common stock,Class B common stock, Class W warrants and Class Z warrants are tradedon the Over-the-Counter Bulletin Board under the symbols JNPPU, JNPPZ,JNPPA, JNPPB, JNPPW and JNPPL, respectively. The following table setsforth the range of high and low closing bid prices for the Series Aunits, Series B units, common stock, Class B common stock, Class Wwarrants and Class Z warrants for the periods indicated since the unitscommenced public trading on July  15,  2005 and since thecommon stock, Class B common stock, Class W warrants and Class Zwarrants commenced public trading on October  12,  2005. Theover-the-counter market quotations reflect inter-dealer prices, withoutretail mark-up, mark-down or commission and may not necessarily reflectactual transactions.

|               |  |                |        |               |  |             |        |                     |  |                |        |                 |  |        |        |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|---------------|--|----------------|--------|---------------|--|-------------|--------|---------------------|--|----------------|--------|-----------------|--|--------|--------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|          |  | Series A Units |        | Series BUnits |  | CommonStock |        | Class BCommon Stock |  | ClassWWarrants |        | Class ZWarrants |
|          |  | High           |        | Low           |  | High        |        | Low                 |  | High           |        | Low             |  | High   |        | Low    |  | High   |         | Low    |  | High   |         | Low    |
| 2006:         |  |           |   |          |  |        |   |                |  |           |   |            |  |   |   |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| FirstQuarter  |  |           | 11.75  |          |  |        | 9.60   |                |  |           | 11.25  |            |  |   | 10.25  |   |  |   | 3.35    |   |  |   | 2.42    |   |  |   | 5.13    |   |  |   | 4.92    |   |  |   | 0.54    |   |  |   | 0.39    |   |  |   | 0.56    |   |  |   | 0.38    |   |
| 2005:         |  |           |   |          |  |        |   |                |  |           |   |            |  |   |   |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| FourthQuarter |  |           | 10.75  |          |  |        | 9.50   |                |  |           | 10.55  |            |  |   | 10.08  |   |  |   | 2.75    |   |  |   | 2.40    |   |  |   | 4.98    |   |  |   | 4.77    |   |  |   | 0.46    |   |  |   | 0.37    |   |  |   | 0.50    |   |  |   | 0.38    |   |
| ThirdQuarter  |  |           | 10.55  |          |  |        | 9.75   |                |  |           | 10.15  |            |  |   | 9.70   |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |
|               |

|  |
|--|
|  |  |
|  |

|  |                                                  |
|--|--------------------------------------------------|
|  | *    ThroughMarch  27,  2006 |

Holders

As ofMarch  30,  2006, there was one holder of record of ourSeries A units, one holder of record of our Series B units, two holdersof record of our common stock, one holder of record of our Class Bcommon stock, eight holders of record of our Class W warrants and eightholders of record of our Class Z warrants.

15

----

Dividends

We have not paid anycash dividends on our common stock to date and do not intend to paycash dividends prior to the completion of a business combination. Thepayment of cash dividends in the future will be contingent upon ourrevenues and earnings, if any, capital requirements and generalfinancial condition subsequent to completion of a business combination.The payment of any dividends subsequent to a business combination willbe within the discretion of our then board of directors. It is thepresent intention of our board of directors to retain all earnings, ifany, for use in our business operations and, accordingly, our boarddoes not anticipate declaring any dividends in the foreseeablefuture.

Recent Sales of Unregistered Securities and Use ofProceeds

In February  2005, we sold the followingsecurities without registration under the Securities Act of 1933, asamended:

|                       |  |                                 |     |                           |  |                          |         |        |  |        |         |        |  |  |
|-----------------------|--|---------------------------------|-----|---------------------------|--|--------------------------|---------|--------|--|--------|---------|--------|--|--|
| Name                  |  | Number of Shares ofCommon Stock |     | Number of Class WWarrants |  | Number of ClassZWarrants |
| Stuart Rekant         |  |                            | 100 |                      |  |                     | 25,000  |   |  |   | 25,000  |   |
| Robert Becker         |  |                            | 0   |                      |  |                     | 175,000 |   |  |   | 175,000 |   |
| PaulKramer            |  |                            | 0   |                      |  |                     | 25,000  |   |  |   | 25,000  |   |
| Daniel Burstein       |  |                            | 0   |                      |  |                     | 25,000  |   |  |   | 25,000  |   |
| Richard Intrator      |  |                            | 0   |                      |  |                     | 25,000  |   |  |   | 25,000  |   |
| WS Management, LLC    |  |                            | 0   |                      |  |                     | 80,437  |   |  |   | 80,438  |   |
| HiddenTreasures, Inc. |  |                            | 0   |                      |  |                     | 457,063 |   |  |   | 457,062 |   |
|                       |

The shares of common stock,Class W and Class Z warrants were issued in connection with ourorganization pursuant to the exemption from registration contained inSection 4(2) of the Securities Act as they were sold to sophisticated,wealthy individuals and entities. The shares of common stock were soldat a purchase price of $5.00 per share for $500 and the Class W andClass Z warrants were sold at a purchase price of $0.05 per warrant for$81,250.

Initial Public Offering

On July20,  2005, we consummated our initial public offering of 250,000Series A units, with each Series A unit consisting of two shares of ourcommon stock, five Class W warrants and five Class Z warrants, each topurchase one share of our common stock at an exercise price of $5.00per share, and 1,250,000 Series B units, with each Series B unitconsisting of two shares of our Class B common stock, one Class Wwarrant and one Class Z warrant. On July  29,  2005, weclosed on an additional 16,000 Series A units and 187,500 Series Bunits that were subject to the over-allotment option and onAugust  26,  2005, we closed on an additional 8,000 Series AUnits that were subject to the over-allotment option. The Series Aunits were sold at an offering price of $10.50 per Series A unit andthe Series B units were sold at an offering price of $10.10 per SeriesB unit, generating total gross proceeds of $17,395,750. HCFP/BrennerSecurities LLC acted as representative of the underwriters for theinitial public offering. The securities sold in the offering wereregistered under the Securities Act of 1933 on a registration statementon Form S-1 (No. 333-123050). The Securities and Exchange Commissiondeclared the registration statement effective on July  13,2005.

We paid a total of $1,227,625 in underwriting discountsand commissions and approximately $545,375 for other costs and expensesrelated to the offering, including $152,500 for the underwriters'non-accountable expense allowance of 1% of the gross proceeds.After deducting the underwriting discounts and commissions and theoffering expenses, the total net proceeds to us from the offering wereapproximately $15,603,823 of which $14,518,750 was deposited into thetrust account and the remaining proceeds ($1,085,073) became availableto be used to provide for business, legal and accounting due diligenceon prospective business combinations and continuing general andadministrative expenses. The net proceeds deposited into the trust fundremain on deposit in the trust fund and have earned $227,252 ininterest through December  31,  2005.

16

----

ITEM 6.    MANAGEMENT’SDISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We were formed onFebruary  3,  2005 to serve as a vehicle to effect a merger,capital stock exchange, asset acquisition or other similar businesscombination with an operating business. We intend to utilize cashderived from the proceeds of our recently completed public offering,our capital stock, debt or a combination of cash, capital stock anddebt, in effecting a business combination.

We consummated ourinitial public offering on July  20,  2005. All activity fromFebruary  3,  2005 through July  20,  2005 relatedto our formation and our initial public offering. Since July20,  2005, we have been searching for prospective targetbusinesses to acquire.

Net income for the period from inception(February 3, 2005) through December  31,  2005 of $15,161consisted of interest income on the Trust Fund investment of $227,252and interest on cash and cash equivalents of $8,853, offset by generaland administrative expenses of $211,544, which includes $26,151 relatedto Delaware Franchise tax and $45,000 related to an administrativeservices agreement with an affiliate of our chairman and chiefexecutive officer, and income tax expense of $9,400.

Asindicated in our accompanying financial statements, such financialstatements have been prepared assuming that we will continue as a goingconcern. As discussed elsewhere in this Annual Report, we are requiredto consummate a business combination by July  20,  2006. Thepossibility of a business combination not being consummated raisessubstantial doubt as to our ability to continue as a going concern, andthe financial statements do not include any adjustments that mightresult from the outcome of this uncertainty.

$14,518,750 of thenet proceeds of our initial public offering are in trust, with theremaining net proceeds of $1,085,073 to pay for business, legal andaccounting due diligence on prospective acquisitions and continuinggeneral and administrative expenses. We will use substantially all ofthe net proceeds of our initial public offering not held in trust toidentify and evaluate prospective acquisition candidates, select thetarget business, and structure, negotiate and consummate the businesscombination.We intend to utilize our cash, including the funds held inthe trust fund, capital stock, debt or a combination of the foregoingto effect a business combination. To the extent that our capital stockor debt securities are used in whole or in part as consideration toeffect a business combination, the proceeds held in the trust fund aswell as any other available cash will be used to finance the operationsof the target business. At December  31,  2005, we had cashoutside of the trust fund of $939,203 and total liabilities of $38,746,leaving us with working capital of $900,457. We believe that we havesufficient available funds outside of the trust fund to operate throughJanuary  20,  2007, assuming that a business combination isnot consummated during that time. However, we may need to raiseadditional funds through a private offering of debt or equitysecurities if such funds are required to consummate a businesscombination that is presented to us. We would only consummate such afinancing simultaneously with the consummation of a businesscombination.

We are obligated to pay to Hidden Treasures amonthly fee of $7,500 for general and administrative services. Inaddition, in 2005, Hidden Treasures advanced an aggregate of $81,250 tous, on a non-interest bearing basis, for payment of offering expenseson our behalf. This amount was repaid in July  2005 out ofproceeds of our initial public offering.

In connection with ourinitial public offering, we issued an option, for $100, to HCFP/BrennerSecurities LLC to purchase up to 12,500 Series A units at an exerciseprice of $17.325 per unit and/or up to 62,500 Series B units at anexercise price of $16.665 per unit. The Series A units and Series Bunits included in this option were identical to the units issued in ourinitial public offering except that the exercise price of the warrantsincluded in the units is $5.50 per share and the Class Z warrants shallbe exercisable by the holder until July  12,  2010. Weaccounted for the fair value of the option, inclusive of the receipt ofthe $100 cash payment, as an expense of the offering resulting in acharge directly to stockholders' equity. We estimated that thefair value of this option was approximately $220,000 using aBlack-Scholes option-pricing model. The fair value of the optiongranted was estimated as of the date of grant using the followingassumptions: (1) expected volatility of 44.5%,  (2)risk-free interest rate of 3.89% and (3) contractual life of 5years. The option may be exercised for 

17

----

cash or on a‘‘cashless’’ basis, at the holder'soption, such that the holder may use the appreciated value of theoption (the difference between the exercise prices of the option andthe underlying warrants and the market price of the units andunderlying securities) to exercise the option without the payment ofany cash.

ITEM 7.    FINANCIAL STATEMENTS

Thisinformation appears following Item 14 of this Report and isincorporated herein by reference.

ITEM 8.    CHANGES IN ANDDISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE.

None.

ITEM 8A.    CONTROL ANDPROCEDURES

Disclosure controls and procedures are controls andother procedures that are designed to ensure that information requiredto be disclosed in company reports filed or submitted under theSecurities Exchange Act of 1934 (the ‘‘ExchangeAct’’) is recorded, processed, summarized and reported,within the time periods specified in the Securities and ExchangeCommission’s rules and forms. Disclosure controls and proceduresinclude, without limitation, controls and procedures designed to ensurethat information required to be disclosed in company reports filed orsubmitted under the Exchange Act is accumulated and communicated tomanagement, including our chief executive officer and treasurer, asappropriate to allow timely decisions regarding requireddisclosure.

As required by Rules 13a-15 and 15d-15 underthe Exchange Act, our chief executive officer and chief financialofficer carried out an evaluation of the effectiveness of the designand operation of our disclosure controls and procedures as ofDecember  31,  2005. Based upon their evaluation, theyconcluded that our disclosure controls and procedures wereeffective.

Our internal control over financial reporting is aprocess designed by, or under the supervision of, our chief executiveofficer and chief financial officer and effected by our board ofdirectors, management and other personnel, to provide reasonableassurance regarding the reliability of our financial reporting and thepreparation of our financial statements for external purposes inaccordance with generally accepted accounting principles. Internalcontrol over financial reporting includes policies and procedures thatpertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of ourassets; provide reasonable assurance that transactions are recorded asnecessary to permit preparation of our financial statements inaccordance with generally accepted accounting principles, and that ourreceipts and expenditures are being made only in accordance with theauthorization of our board of directors and management; and providereasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use or disposition of our assets that couldhave a material effect on our financial statements.

During themost recently completed fiscal quarter, there has been no change in ourinternal control over financial reporting that has materially affected,or is reasonably likely to materially affect, our internal control overfinancial reporting.

ITEM 8B.    OTHER INFORMATION

None.

18

----

PART III

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

Directors and Executive Officers

Ourcurrent directors and executive officers are as follows:

|                  |  |        |    |          |  |                                                           |  |  |  |  |
|------------------|--|--------|----|----------|--|-----------------------------------------------------------|--|--|--|--|
| Name             |  | Age    |    | Position |
| Stuart B. Rekant |  |   | 55 |     |  | Chairmanof the Board and Chief Executive Officer          |
| Robert B.Becker  |  |   | 56 |     |  | Chief Financial Officer, Treasurer,Secretary and Director |
| Daniel Burstein  |  |   | 51 |     |  | Director                                                  |
| Richard Intrator |  |   | 53 |     |  | Director                                                  |
| Paul Kramer      |  |   | 72 |     |  | Director                                                  |
|                  |

Stuart B. Rekanthas been our chairman of the board and chief executive officer sinceour inception. Mr.  Rekant is the founder and has served as thechairman of the board and chief executive officer of Hidden Treasures,Inc., a private television production company specializing innonfiction programming, since its inception in October  2001.Mr.  Rekant has spent more than 25 years in the media andentertainment business with experience as an executive, entrepreneurand producer, having begun his career in the industry in 1975 as anattorney with Columbia Pictures Industries, Inc., and later as anentertainment lawyer in private practice. In 1978, he joined HBO asDirector and then became vice president of business affairs for the paytelevision network. In 1983, he went into the independent film finance,production and distribution business. Mr.  Rekant began to focuson nonfiction programming and distribution in 1992 when he establishedU.S. News Productions, the factual programming unit of U.S. Newsand World Report, where as its president he developed andexecutive produced a number of documentary series for cable television.In 1994, Mr.  Rekant founded Non Fiction Films Inc., a privatedocumentary production company, where he continued to produce seriesfor cable television. Later that year, Mr.  Rekant sold NonFiction Films to Winstar Communications, Inc., a publicly tradedprovider of broadband communications services and content, at whichtime he became president of Winstar New Media Company, Inc., thecontent arm of Winstar Communications. He served in this position untilSeptember  2001 and was responsible for building the unit'smedia and information services business through internal developmentand acquisitions. Winstar New Media Company eventually grew to include:a film and television production and distribution operation; a radioproduction, an affiliation and ad sales divisions; Office.com Inc., ajoint venture between Winstar Communications and CBS that was abusiness to business internet portal; and interests in televisionbroadcasting. Mr.  Rekant served as chief executive officer ofOffice.com from 1999 to September  2001. In April  2001,Winstar Communications, along with most of its subsidiaries, includingWinstar New Media Company and Office.com, voluntarily filed forprotection under Chapter 11 of the U.S. Bankruptcy Code. Mr.Rekant supervised Winstar Communications' sale of its interests inmost of its new media and content operations and then departed Winstarto start Hidden Treasures. He received his A.B. from Colgate Universityand a J.D. from Boston University School of Law.

Robert B.Becker has been our chief financial officer, treasurer andsecretary and a member of our board of directors since our inception.Since its formation in September  1986, Mr.  Becker has beenthe president of Robert B. Becker Inc., a private consulting companyspecializing in business combinations, new business initiatives andcontract negotiations in the entertainment, media and communicationssegments. From 1989 to 1991, he served as chief financial officer andtreasurer of Memry Corporation, an American Stock Exchange listedcompany that develops and markets new products incorporating shapememory effect alloys. From 1980 until entering the consulting business,Mr.  Becker served as vice president and controller of HBO, anddirector of programming finance of HBO from 1978 to 1980. Prior tothis, he held various positions in the finance department of Time Inc.Mr.  Becker received a B.S. from the University of NorthernColorado.

Daniel Burstein has been a member of ourboard of directors since our inception. Since January  2000,Mr.  Burstein has served as the managing partner of MillenniumTechnology Ventures 

19

----

Advisors, LLC, the general partner ofMillennium Technology Ventures, L.P., a venture capital fund currentlyfocused on late stage and post-public technology investments. Prior tofounding Millennium, Mr.  Burstein served as chief investmentofficer for PS Capital Holdings and PS Capital Ventures, thepredecessor funds of Millennium. From 1989 to March  2000,Mr.  Burstein served as senior advisor at The Blackstone Group, aprivate merchant bank. Mr.  Burstein is the author of five bookson new technology trends and global economic issues, including RoadWarriors, a 1995 book about the birth of digital media and theInternet. He has also written books about the future of China, Japan,and the European Union. Mr.  Burstein has been a forum fellow atthe World Economic Forum in Davos and has been honored many times forhis books and journalistic work, including awards from the OverseasPress Club and Sigma Delta Chi. His most recent books, Secrets ofthe Code: The Unauthorized Guide to the Mysteries Behind the Da VinciCode and Secrets of Angels & Demons have been NewYork Times bestsellers and each currently has over a million copies inprint worldwide. Mr.  Burstein attended Reed College and theUniversity of California at Berkeley.

Richard Intratorhas been a member of our board of directors since our inception. SinceJuly  2004, Mr.  Intrator has been the chief executiveofficer of Philanthria, LLC, a financial services firm providingcapital solutions for charities and not-for-profit institutions. FromAugust  2002 through July  2004, Mr.  Intrator hasprovided transactional and operating advisory services to FoundersEquity, Inc., a private equity firm. From January  2002 toAugust  2002, Mr.  Intrator served as a crisis managementconsultant to media and entertainment companies. From February2000 to January  2002, Mr.  Intrator served as executive vicepresident of IMAX Corp., a Nasdaq National Market listed entertainmenttechnology company, specializing in large-format and three-dimensionalfilm presentations, and president of IMAX Enterprises, a subsidiary ofIMAX Corp., where he was responsible for developing new opportunitiesfor IMAX's business. From 1997 to 1999, Mr.  Intrator servedas managing director and head of the media investment banking group forPaineWebber Incorporated. From 1992 to 1996, Mr.  Intrator servedas managing director and head of the media and entertainment andcommunications group of The Lodestar Group/LSG Advisors, a division ofSociete Generale Securities Corporation. From 1986 to 1992, Mr.Intrator served as senior vice president of investment banking in themedia and entertainment group of Kidder, Peabody & Co., Inc.Mr.  Intrator received a B.S. from The Wharton School at theUniversity of Pennsylvania and an M.B.A. from Harvard BusinessSchool.

Paul Kramer has been a member of our board ofdirectors since our inception. Since its formation in August1994, Mr.  Kramer has been a partner of Kramer Love & Cutler,LLP, a financial consulting firm, where he provides advisory servicesin a variety of areas including corporate governance, disputeresolution, interim executive management and restructurings. FromOctober  1992 to July  1994, he provided private financialadvisory services to various companies. From 1968 to September1992, Mr.  Kramer served as a partner of Ernst & Young, aregistered public accounting firm. While at Ernst & Young, heserved as a member of the firm's Policy Statement Committee,establishing firm policy on accounting principles and auditingstandards, and served as the firm's designated specialist for thebroadcasting and publishing industries. He has been a director ofTridan Corp., a closed end, non-diversified management investmentcompany, since July  2004. From 1998 to 2000, Mr.  Kramerserved as a director of SFX Entertainment, Inc., a promoter, producerand venue operator for live entertainment events and a sports marketingand management company. He has also been a director of Hidden Treasuressince February  2002. Mr.  Kramer is a member of the NationalAssociation of Corporate Directors, the American Institute of CPAs andthe American Arbitration Association. Mr.  Kramer received a B.S.and an M.B.A. from Boston University and is a certified publicaccountant.

Section 16(a) Beneficial Ownership ReportingCompliance

Section 16(a) of the Securities Exchange Act of 1934requires our officers, directors and persons who own more than tenpercent of a registered class of our equity securities to file reportsof ownership and changes in ownership with the Securities and ExchangeCommission. Officers, directors and ten percent stockholders arerequired by regulation to furnish us with copies of all Section 16(a)forms they file. Based solely on copies of such forms received orwritten representations from certain 

20

----

reporting persons that no Form 5s wererequired for those persons, we believe that, during the fiscal yearended December  31,  2005, all filing requirements applicableto our officers, directors and greater than ten percent beneficialowners were complied with.

Code of Ethics

InAugust  2005, our board of directors adopted a code of ethics thatapplies to our directors, officers and employees as well as those ofour subsidiaries. Requests for copies of our code of ethics should besent in writing to Juniper Partners Acquisition Corp., 56 West45th Street, Suite 805, New York, New York 10036.

ITEM 10.    EXECUTIVE COMPENSATION

Commencing onJuly  20,  2005 and ending upon the acquisition of a targetbusiness, we will pay Hidden Treasures a fee of $7,500 per month forproviding us with office space and certain office and secretarialservices. Other than this $7,500 per-month fee, no compensation of anykind, including finders and consulting fees, will be paid to any of ourFounders or any of their respective affiliates, prior to, or for anyservices they render in order to effectuate, the consummation of abusiness combination. However, our Founders will be reimbursed for anyout-of-pocket expenses incurred in connection with activities on ourbehalf such as identifying potential target businesses and performingdue diligence on suitable business combinations.

Since ourformation, we have not granted any stock options or stock appreciationrights or any awards under long-term incentive plans.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT

The following table sets forthinformation regarding the beneficial ownership of our common stock andClass B common stock as of March  30,  2006 by:

|  |              |                                                                                                             |
|--|--------------|-------------------------------------------------------------------------------------------------------------|
|  | •  | each person known by us to be thebeneficial owner of more than 5% of our outstanding shares ofcommon stock; |

|  |              |                                        |
|--|--------------|----------------------------------------|
|  | •  | each of ourofficers and directors; and |

|  |              |                                           |
|--|--------------|-------------------------------------------|
|  | •  | all our officers and directors asa group. |

Unless otherwise indicated, we believe that allpersons named in the table have sole voting and investment power withrespect to all shares of common stock beneficially owned by them.

|                                                            |  |                                          |         |                      |  |                                          |         |         |  |        |         |            |  |         |         |        |  |  |
|------------------------------------------------------------|--|------------------------------------------|---------|----------------------|--|------------------------------------------|---------|---------|--|--------|---------|------------|--|---------|---------|--------|--|--|
|                                                       |  | CommonStock                              |         | Class B Common Stock |
| Name and Address of BeneficialOwner(1)                     |  | Amount and Natureof Beneficial Ownership |         | Percent              |  | Amount and Natureof Beneficial Ownership |         | Percent |
| StuartRekant                                               |  |                                     | 100     | (2)             |  |                                     |         | *  |  |   | — |       |  |    | — |   |
| Robert Becker                                              |  |                                     | 0       | (3)             |  |                                     |         | *  |  |   | — |       |  |    | — |   |
| Paul Kramer(4)                                             |  |                                     | 0       | (5)             |  |                                     |         | *  |  |   | — |       |  |    | — |   |
| Daniel Burstein(6)                                         |  |                                     | 0       | (7)             |  |                                     |         | *  |  |   | — |       |  |    | — |   |
| Richard Intrator(8)                                        |  |                                     | 0       | (7)             |  |                                     |         | *  |  |   | — |       |  |    | — |   |
| Langley Partners, L.P.(9)                                  |  |                                     | — |                 |  |                                     | — |    |  |   | 286,000 | (10)  |  | 9.9%    |
| TCMP3 Partners, L.P.(11)                                   |  |                                     | — |                 |  |                                     | — |    |  |   | 280,000 | (12)  |  | 9.7%    |
| Fir Tree, Inc.(13)                                         |  |                                     | — |                 |  |                                     | — |    |  |   | 196,300 | (14)  |  | 6.8%    |
| BarryRubenstein(15)                                        |  |                                     | 30,000  | (16)            |  |                                     | 5.5     | %  |  |   | 70,000  | (17)  |  | 2.4%    |
| All executive officers anddirectors as a group (5 persons) |  |                                     | 100     | (18)            |  |                                     |         | *  |  |   | — |       |  | — |
|                                                            |

|  |
|--|
|  |  |
|  |

|   |                       |
|---|-----------------------|
| * | Lessthan one percent. |

|     |                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------|
| (1) | Unlessotherwise noted, the business address of each of the following is 56West 45th Street, Suite 805, New York, New York10036. |

|     |                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Does notinclude 964,125 shares of common stock issuable upon exercise of ClassW and Class Z warrants which are not exercisable and will not beexercisable within the next 60 days, of which 914,125 Class W and ClassZ warrants are held by Hidden Treasures, Inc. Mr.  Rekant is theChairman of the Board, Chief Executive Officer and a principalstockholder of Hidden Treasures. |

21

----

|     |                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------|
| (3) | Doesnot include 350,000 shares of common stock issuable upon exercise ofClass W and Class Z warrants held by Mr.  Becker. |

|     |                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------|
| (4) | The businessaddress of Mr.  Kramer is Kramer Love & Cutler LLP, 675 ThirdAvenue, New York, New York 10017. |

|     |                                                                                                                                                                                                                                                                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | Does notinclude 50,000 shares of common stock issuable upon exercise of Class Wand Class Z warrants held by the individual which are not exercisableand will not be exercisable within the next 60 days. Also does notinclude any shares of common stock issuable upon exercise of Class Wand Class Z warrants held by Hidden Treasures, Inc., of which Mr.Kramer is a director. |

|     |                                                                                         |
|-----|-----------------------------------------------------------------------------------------|
| (6) | The businessaddress of Mr.  Burstein is 350 Park Avenue, 10th Floor, New York,NY 10022. |

|     |                                                                                                                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | Does notinclude 50,000 shares of common stock issuable upon exercise of Class Wand Class Z warrants held by the individual which are not exercisableand will not be exercisable within the next 60 days. |

|     |                                                                                                    |
|-----|----------------------------------------------------------------------------------------------------|
| (8) | The businessaddress of Mr.  Intrator is 150 East 58th Street, 39thfloor, New York, New York 10155. |

|     |                                                                                              |
|-----|----------------------------------------------------------------------------------------------|
| (9) | The businessaddress of Langley Partners is 535 Madison Avenue, 7th Floor, New York,NY 10022. |

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (10) | Represents286,000 shares of Class B common stock held by Langley Partners.Langley Capital, LLC is the general partner of Langley Parnters.Jeffrey Thorp is the sole member and manager of Langley Capital, LLC.Langley Management, LLC is the investment manager of Langley Partners.Thorp holds a 99.9% membership interest in Langley Management,LLC and is the sole manager thereof. As a result, each of LangleyManagement, LLC, Langley Capital, LLC and Jeffrey Thorp are consideredto share the power to vote or direct the vote of, and the power todispose or direct the disposition of, the shares owned of record byLangley Partners. Does not include 143,000 shares of common stockissuable upon exercise of Class W warrants and 143,000 shares of commonstock issuable upon exercise of Class Z warrants held by LangleyPartners, all of which warrants are not exercisable and will not becomeexercisable within 60 days. The foregoing information was derived froma Schedule 13G filed with the Securities and Exchange Commission onJuly  29,  2005. |

|      |                                                                                                   |
|------|---------------------------------------------------------------------------------------------------|
| (11) | The businessaddress of TCMP3 Partners is 7 Century Drive, Suite 201, Parsippany,New Jersey 07054. |

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (12) | Represents280,000 shares of Class B common stock held by TCMP3 Partners, L.P.These shares are beneficially owned by each of TCMP3 Partners, TitanCapital Management, LLC, Walter Schenker and Steven Slawson. Does notinclude 140,000 shares of common stock issuable upon exercise of ClassW warrants and 140,000 shares of common stock issuable upon exercise ofClass Z warrants, all of which warrants are not exercisable and willnot become exercisable within 60 days. The foregoing information wasderived from a Schedule 13G filed with the Securities and ExchangeCommission on August  1,  2005. |

|      |                                                                                           |
|------|-------------------------------------------------------------------------------------------|
| (13) | The businessaddress of Fir Tree is 535 Fifth Avenue, 31st Floor, New York, New York10017. |

|      |                                                                                                                                                                                                                                                                                                                                  |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (14) | Represents (i) 130,276shares of Class B common stock held by Sapling, LLC and (ii) 66,024shares of Class B common stock held by Fir Tree Recovery Master Fund,L.P. Fir Tree, Inc. is the investment manager of both entities. Theforegoing information was derived from a Schedule 13G filed with theSEC on September  6,  2005. |

|      |                                                                                        |
|------|----------------------------------------------------------------------------------------|
| (15) | Mr.Rubenstein’s business address is 68 Wheatley Road, Brookville,New York 11545. |

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (16) | Represents (i)6,000 shares of common stock owned by Woodland Partners, (ii) 12,000shares of common stock owned by the Barry Rubenstein Rollover IRAaccount and (iii) 12,000 shares of common stock held in a joint accountby Barry Rubenstein and his wife. Barry Rubenstein is a general partnerof Woodland Partners. Does not include (i) 15,000 shares of commonstock issuable upon exercise of Class W warrants and 15,000 shares ofcommon stock issuable upon exercise of Class Z warrants held byWoodland Partners, (ii) 30,000 shares of common stock issuable uponexercise of Class W warrants and 30,000 shares of common stock issuableupon exercise of Class Z warrants held by the Barry Rubenstein RolloverIRA account and (iii) 30,000 shares of common stock issuable uponexercise of Class W warrants and 30,000 shares of common stock issuableupon exercise of Class Z warrants held in a joint account by BarryRubenstein and his wife, all of which warrants are not exercisable andwill not become exercisable within 60 days. The shares and warrantsreferred to in this footnote were included in Series A units purchasedby such individuals and entities and do not include any securitiesincluded within Series B units held by such individuals and entitiesreferred to below. The foregoing information was derived from aSchedule 13G filed with the Securities and Exchange Commission onJuly  25,  2005. |

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (17) | Represents (i)14,000 shares of Class B common stock owned by Woodland Partners, (ii)28,000 shares of Class B common stock owned by the Barry RubensteinRollover IRA account and (iii) 28,000 shares of Class B common stockheld in a joint account by Barry Rubenstein and his wife. Does notinclude (i) 7,000 shares of common stock issuable upon exercise ofClass W warrants and 7,000 shares of common stock issuable uponexercise of Class Z warrants held by Woodland Partners, (ii) 14,000shares of common stock issuable upon exercise of Class W warrants and14,000 shares of common stock issuable upon exercise of Class Zwarrants held by the Barry Rubenstein Rollover IRA account and (iii)14,000 shares of common stock issuable upon exercise of Class Wwarrants and 14,000 shares of common stock issuable upon exercise ofClass Z warrants held in a joint account by Barry Rubenstein and hiswife, all of which warrants are not exercisable and will not becomeexercisable within 60 days. The shares and warrants referred to in thisfootnote were included in Series B units purchased by such individualsand entities and do not include any securities included within Series Aunits held by such individuals and entities referred to above. Theforegoing information was derived from a Schedule 13G filed with theSecurities and Exchange Commission on July  25,2005. |

|      |                                                                                                                                                                                      |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (18) | Does notinclude 1,464,125 shares of common stock issuable upon exercise ofClass W and Class Z warrants which are not exercisable and will not beexercisable within the next 60 days. |

Stuart B. Rekant,Robert Becker and Hidden Treasures, Inc. may be deemed to be our‘‘parents’’ and‘‘promoters,’’ as these terms are defined underthe Federal securities laws.

ITEM 12.    CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS

In February  2005,we issued 100 shares of common stock for $500 in cash, or a purchaseprice of $5.00 per share. We also issued 812,500 Class W warrants and812,500 Class Z warrants for $81,250 in cash, at a purchase price of$0.05 per warrant. These securities were issued to the individuals andentities set forth below, as follows:

22

----

|                        |  |                                  |     |                            |  |                           |         |                    |  |        |         |        |  |                                                       |  |  |  |  |
|------------------------|--|----------------------------------|-----|----------------------------|--|---------------------------|---------|--------------------|--|--------|---------|--------|--|-------------------------------------------------------|--|--|--|--|
| Name                   |  | Number of Shares of Common Stock |     | Number of Class W Warrants |  | Number of ClassZ Warrants |         | Relationship to Us |
| StuartRekant           |  |                             | 100 |                       |  |                      | 25,000  |               |  |   | 25,000  |   |  | Chairman of theBoard and Chief Executive Officer      |
| RobertBecker           |  |                             | 0   |                       |  |                      | 175,000 |               |  |   | 175,000 |   |  | ChiefFinancial Officer, Secretary and Director        |
| PaulKramer             |  |                             | 0   |                       |  |                      | 25,000  |               |  |   | 25,000  |   |  | Director                                              |
| Daniel Burstein        |  |                             | 0   |                       |  |                      | 25,000  |               |  |   | 25,000  |   |  | Director                                              |
| Richard Intrator       |  |                             | 0   |                       |  |                      | 25,000  |               |  |   | 25,000  |   |  | Director                                              |
| WS Management, LC      |  |                             | 0   |                       |  |                      | 80,437  |               |  |   | 80,438  |   |  | Advisor and warrantholder                             |
| Hidden Treasures, Inc. |  |                             | 0   |                       |  |                      | 457,063 |               |  |   | 457,062 |   |  | Warrant holder and Provider ofadministrative services |
|                        |

Each of ourFounders has agreed, pursuant to letter agreements between us andHCFP/Brenner Securities, not to sell any of the foregoing securitiesuntil the earlier of our completion of a business combination or thedistribution of the trust fund. In addition, Stuart Rekant has agreedto waive his right to participate in any liquidation distribution withrespect to shares of common stock acquired by him prior to our initialpublic offering.

We entered into a registration rights agreementwith the Founders pursuant to which the holders of the majority of theFounders Shares will be entitled to make up to two demands that weregister these securities (and the shares of common stock underlyingsuch securities). The holders of the majority of these shares may electto exercise these registration rights at any time after theconsummation of a business combination. In addition, these stockholdershave certain ‘‘piggy-back’’ registration rightson registration statements filed subsequent to the date on which theseshares of common stock are released from escrow. We will bear theexpenses incurred in connection with the filing of any suchregistration statements.

Each of our Founders also entered intoa letter agreement with us and HCFP/Brenner Securities pursuant towhich, among other things:

|  |              |                                                                                                                                                                                                                                                                                                                                 |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | if we fail to consummatea business combination by July  20,  2006 (or byJanuary  20,  2007 under certain limited circumstances), eachagreed to take all reasonable actions within his power to cause thetrust fund to be distributed to our Class B stockholders and to causeus to liquidate as soon as reasonably practicable; |

|  |              |                                                                                                                                                                                                                                                                                                                                                                                       |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | each agreed to present tous for our consideration, prior to presentation to any other person orentity, any suitable opportunity to acquire an operating business,until the earlier of our consummation of a business combination, ourliquidation or until such time as he ceases to be an officer ordirector of ours, subject to any pre-existing fiduciary obligations hemight have; |

|  |              |                                                                                                                                                                                                                                                                                                                                                    |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | eachagreed that we could not consummate any business combination whichinvolves a company which is affiliated with any of the Founders unlesswe obtain an opinion from an independent investment banking firmreasonably acceptable to HCFP/Brenner Securities that the businesscombination is fair to our stockholders from a financialperspective; |

|  |              |                                                                                                                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | eachagreed that he and his affiliates will not be entitled to receive andwill not accept any compensation for services rendered to us prior tothe consummation of our business combination; and |

|  |              |                                                                                                                                                                                                  |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | each agreed that he andhis affiliates will not be entitled to receive or accept afinder’s fee or any other compensation in the event he or hisaffiliates originate a business combination. |

Hidden Treasures,an affiliate of Stuart Rekant and Paul Kramer, has agreed that, throughthe acquisition of a target business, it will make available to usoffice space and certain office and administrative services, as we mayrequire from time to time. We have agreed to pay Hidden Treasures$7,500 per month for these services.

23

----

During 2005, Hidden Treasures advanced anaggregate of $81,250 to us to cover expenses related to our initialpublic offering. The loan was payable without interest on the earlierof February  16,  2006 or the consummation of our initialpublic offering. The loan was repaid in July  2005.

We willreimburse our officers and directors for any reasonable out-of-pocketbusiness expenses incurred by them in connection with certainactivities on our behalf such as identifying and investigating possibletarget businesses and business combinations.

Other thanreimbursable out-of-pocket expenses payable to our officers anddirectors, no compensation or fees of any kind, including finders andconsulting fees, will be paid to any of our Founders or to any of theirrespective affiliates prior to, or for any services they render inorder to effectuate, the consummation of a business combination.

All ongoing and future transactions between us and any of ourofficers and directors or their respective affiliates, will be on termsbelieved by us to be no less favorable than are available fromunaffiliated third parties and will require prior approval in eachinstance by a majority of the members of our board who do not have aninterest in the transaction.

ITEM 13. EXHIBITS

(a) The following Exhibits are filed as part of thisreport.

|            |  |                                                                                                       |  |  |  |  |
|------------|--|-------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNo. |  | Description                                                                                           |
| 3.1        |  | Certificate ofIncorporation.(1)                                                                       |
| 3.2        |  | By-laws.(1)                                                                                           |
| 4.1        |  | SpecimenSeries A Unit Certificate.(1)                                                                 |
| 4.2        |  | Specimen Series B Unit Certificate.(1)                                                                |
| 4.3        |  | Specimen Common StockCertificate.(1)                                                                  |
| 4.4        |  | SpecimenClass B Common Stock Certificate.(1)                                                          |
| 4.5        |  | Specimen Class W WarrantCertificate.(1)                                                               |
| 4.6        |  | SpecimenClass Z Warrant Certificate.(1)                                                               |
| 4.7        |  | Form of Unit Purchase Option granted to HCFP/Brenner SecuritiesLLC(1)                                 |
| 4.8        |  | Form of WarrantAgreement between Continental Stock Transfer & Trust Company andthe Registrant.(1) |
| 10.1       |  | LetterAgreement among the Registrant, HCFP/Brenner Securities LLC and Stuart Rekant.(1)               |
| 10.2       |  | Letter Agreement among the Registrant, HCFP/Brenner Securities LLCand  Robert Becker.(1)              |
| 10.3       |  | Letter Agreement among the Registrant, HCFP/Brenner Securities LLCand  Paul Kramer.(1)                |
| 10.4       |  | Letter Agreement among the Registrant, HCFP/Brenner Securities LLCand  Daniel Burstein.(1)            |
| 10.5       |  | Letter Agreement among the Registrant, HCFP/Brenner Securities LLCand  Richard Intrator.(1)           |
| 10.6       |  | Letter Agreement among the Registrant, HCFP/Brenner Securities LLCand  Hidden Treasures, Inc.(1)      |
|            |

24

----

|            |  |                                                                                                                               |  |  |  |  |
|------------|--|-------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNo. |  | Description                                                                                                                   |
| 10.7       |  | Letter Agreement amongthe Registrant, HCFP/Brenner Securities LLC and  WS Management,LLC.(1)                                  |
| 10.8       |  | Form of InvestmentManagement Trust Agreement between Continental Stock Transfer &Trust Company and the Registrant.(1)     |
| 10.9       |  | Promissory Note, dated February  16,2005, in the principal amount of $81,250 issued to Hidden Treasures,Inc.(1)               |
| 10.10      |  | RegistrationRights Agreement among the Registrant and theFounders.(1)                                                         |
| 10.12      |  | Form ofLetter Agreement between Hidden Treasures, Inc. and Registrantregarding administrative support.(1)                     |
| 31.1       |  | Certification of Chief Executive Officerpursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            |
| 31.2       |  | Certification of Chief Financial Officerpursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            |
| 32         |  | Certification of Chief Executive Officer and ChiefFinancial Officer pursuant to  Section 906 of the Sarbanes-OxleyAct of2002. |
|            |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------|
| (1) | Incorporatedby reference to the Registrant’s Registration Statement on FormS-1 (SEC File No. 333-123050). |

ITEM 14.    PRINCIPALACCOUNTING FEES AND SERVICES.

The firm of BDO Seidman, LLP actsas our principal accountant. The following is a summary of fees paid toour principal accountant for services rendered.

Audit Fees

During the period ended December  31,  2005, we paid ourprincipal accountant $33,456 for the services they performed inconnection with our initial public offering, including the financialstatements included in the Current Report on Form 8-K filed with theSecurities and Exchange Commission on July  20,  2005, and$9,000 in connection with the review of our Quarterly Reports on Form10-QSB. The fee for the audit of the financial statements included inthis Annual Report on Form 10-KSB for the fiscal year endedDecember  31,  2005 was $13,000. The aggregate of such feesis $55,456.

Audit-Related Fees

During 2005, ourprincipal accountant did not render assurance and related servicesreasonably related to the performance of the audit or review offinancial statements.

Tax Fees

During 2005, ourprincipal accountant did not render services to us for tax compliance,tax advice and tax planning.

All Other Fees

During2005, there were no fees billed for products and services provided bythe principal accountant other than those set forth above.

Audit Committee Approval

We currently do not have an auditcommittee. However, our board of directors has approved of the servicesdescribed above.

25

----

JuniperPartners Acquisition Corp.(a corporation in the developmentstage)

 INDEX 

|                                                                                                 |  |                 |  |  |  |  |
|-------------------------------------------------------------------------------------------------|--|-----------------|--|--|--|--|
| Report of IndependentRegistered Public Accounting Firm                                          |  | F-2             |
| FinancialStatements:                                                                            |  |            |
| Balance Sheet, December31,  2005                                                                |  | F-3             |
| Statement ofOperations, from inception (February 3, 2005) to December31,  2005                  |  | F-4             |
| Statement ofStockholders’ Equity, from inception (February 3, 2005) toDecember  31,  2005 |  | F-5             |
| Statement of Cash Flows, from inception (February 3,2005) to December  31,  2005                |  | F-6             |
| Notes to Financial Statements                                                                   |  | F-7 –F-11 |
|                                                                                                 |

F-1

----

Report of Independent Registered PublicAccounting Firm

Board of Directors andStockholdersJuniper Partners Acquisition Corp.New York, NewYork

We have audited the accompanying balancesheet of Juniper Partners Acquisition Corp. (a corporation in thedevelopment stage) as of December  31,  2005, and the relatedstatements of operations, stockholders’ equity and cash flowsfor the period from inception (February 3, 2005) to December31,  2005. These financial statements are the responsibility ofthe Company's management. Our responsibility is to express anopinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards ofPublic Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement. The Company is not required to have, nor were weengaged to perform, an audit of its internal control over financialreporting. Our audit included consideration of internal control overfinancial reporting as a basis for designing audit procedures that areappropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of the Company’s internalcontrol over financial reporting. Accordingly, we express no suchopinion. An audit also includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis forour opinion.

As discussed in Note 1, the Company’sCertificate of Incorporation provides for mandatory liquidation of theCompany in the event that the Company does not consummate a businesscombination within 12 months from the date of the consummation of itsinitial public offering (‘‘Offering’’) (suchdate would be July  20,  2006) or 18 months from theconsummation of the Offering if certain extension criteria have beensatisfied.

In our opinion, the financial statementsreferred to above present fairly, in all material respects, thefinancial position of Juniper Partners Acquisition Corp. as ofDecember  31,  2005, and the results of its operations andcash flows for the period from inception (February 3, 2005) toDecember  31,  2005, in conformity with accounting principlesgenerally accepted in the United States of America.

Theaccompanying financial statements have been prepared assuming that theCompany would continue as a going concern. As discussed in Note 1 tothe financial statements, the Company is required to consummate abusiness combination by July  20,  2006. The possibility ofsuch business combination not being consummated raises substantialdoubt as to its ability to continue as a going concern, and thefinancial statements do not include any adjustments that might resultfrom the outcome of this uncertainty.

/s/ BDO Seidman,LLPBDO Seidman, LLPNew York, New YorkMarch  14,2006

F-2

----

Juniper Partners Acquisition Corp.(acorporation in the development stage)Balance Sheet

December  31,  2005

|                                                                                                                                                                                     |  |        |            |        |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|------------|--------|--|--|
| ASSETS                                                                                                                                                                              |  |   |       |   |
| CurrentAssets:                                                                                                                                                                      |  |   |       |   |
| Cash and cashequivalents                                                                                                                                                            |  | $      | 939,203    |   |
| U.S. GovernmentSecurities held in Trust Fund (Note 1)                                                                                                                               |  |   | 14,746,925 |   |
| Prepaid expenses                                                                                                                                                                    |  |   | 54,375     |   |
| Current and total assets                                                                                                                                                            |  | $      | 15,740,503 |   |
| LIABILITIES AND STOCKHOLDERS'EQUITY                                                                                                                                                 |  |   |       |   |
| CurrentLiabilities:                                                                                                                                                                 |  |   |       |   |
| Accounts payable andaccrued expenses                                                                                                                                                |  | $      | 29,346     |   |
| Incometaxes payable (Note 5)                                                                                                                                                        |  |   | 9,400      |   |
| Total current liabilities                                                                                                                                                           |  |   | 38,746     |   |
| Common stock, subject topossible conversion, 574,713 shares at conversion value (Note1)                                                                                             |  |   | 2,947,910  |   |
| Commitments (Note6)                                                                                                                                                                 |  |   |       |   |
| Stockholders' Equity(Notes 7 and 8):                                                                                                                                                |  |   |       |   |
| Preferred stock, parvalue $.0001 per share, 5,000 shares authorized, 0 shares issued                                                                                                |  |   | —    |   |
| Common stock, par value $.0001per share, 20,000,000 shares authorized, 548,100 shares issued andoutstanding                                                                         |  |   | 55         |   |
| Common stock, ClassB, par value $.0001 per share, 5,000,000 shares authorized, 2,875,000shares issued and outstanding (which includes 574,713 shares subject topossible conversion) |  |   | 288        |   |
| Additionalpaid-in-capital                                                                                                                                                           |  |   | 12,737,420 |   |
| Earningsaccumulated during the development stage                                                                                                                                    |  |   | 15,161     |   |
| Accumulated other comprehensive income                                                                                                                                              |  |   | 923        |   |
| Total stockholders'equity                                                                                                                                                           |  |   | 12,753,847 |   |
| Total liabilities and stockholders' equity                                                                                                                                          |  | $      | 15,740,503 |   |
|                                                                                                                                                                                     |

See Notes toFinancial Statements

F-3

----

Juniper Partners Acquisition Corp.(acorporation in the development stage)Statement of Operations

From inception (February 3, 2005) to December  31,2005

|                                                                                       |  |        |           |         |  |  |
|---------------------------------------------------------------------------------------|--|--------|-----------|---------|--|--|
| Revenue                                                                               |  | $      | —   |    |
| Operatingexpenses:                                                                    |  |   |      |    |
| General and administrativeexpenses (Note 6)                                           |  |   | 211,544   |    |
| Lossfrom operations                                                                   |  |   | (211,544  | )  |
| Interestincome                                                                        |  |   | 236,105   |    |
| Incomebefore provision for income taxes                                               |  |   | 24,561    |    |
| Provision for income taxes (Note 5)                                                   |  |   | 9,400     |    |
| Net income                                                                            |  |   | 15,161    |    |
| Accretion of Trust Fundrelating to Class B common stock subject to possibleconversion |  |   | (45,612   | )  |
| Net lossattributable to other Class B stockholders and common stockholders            |  | $      | (30,451   | )  |
| Weighted averagenumber of shares outstanding, basic and diluted                       |  |   | 1,688,473 |    |
| Net loss per share,basic and diluted                                                  |  | $      | (0.02     | )  |
|                                                                                       |

See Notes to FinancialStatements

F-4

----

Juniper Partners Acquisition Corp.(acorporation in the development stage)Statement ofStockholders’ Equity

From inception (February 3, 2005)to December  31,  2005

|                                                                                                                                                                                       |  |              |         |                       |  |                          |         |                                               |  |                                     |           |        |  |        |         |        |  |        |            |         |  |        |         |        |  |        |         |        |  |        |            |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------|---------|-----------------------|--|--------------------------|---------|-----------------------------------------------|--|-------------------------------------|-----------|--------|--|--------|---------|--------|--|--------|------------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--------|------------|---------|--|--|
|                                                                                                                                                                                  |  | Common Stock |         | Common Stock, Class B |  | AdditionalPaid-InCapital |         | Earnings accumulatedduringthedevelopmentstage |  | Accumulatedothercomprehensiveincome |           | Total  |
|                                                                                                                                                                                  |  | Shares       |         | Amount                |  | Shares                   |         | Amount                                        |
| Balance, February3, 2005 (inception)                                                                                                                                                  |  |         | — |                  |  | $                        | — |                                          |  |                                | —   |   |  | $      | — |   |  | $      | —    |    |  | $      | — |   |  | $      | — |   |  | $      | —    |    |
| Issuance of CommonStock to initial stockholders                                                                                                                                       |  |         | 100     |                  |  |                     | — |                                          |  |                                | —   |   |  |   | — |   |  |   | 500        |    |  |   | — |   |  |   | — |   |  |   | 500        |    |
| Issuance of 1,625,000Warrants at $0.05 per Warrant                                                                                                                                    |  |         | — |                  |  |                     | — |                                          |  |                                | —   |   |  |   | — |   |  |   | 81,250     |    |  |   | — |   |  |   | — |   |  |   | 81,250     |    |
| Sale of 274,000 SeriesA units and 1,437,500 Series B units and underwriter's unitpurchase option through public offering, net of underwriter'sdiscount and offering expenses (Note 2) |  |         | 548,000 |                  |  |                     | 55      |                                          |  |                                | 2,875,000 |   |  |   | 288     |   |  |   | 12,701,282 |    |  |   | — |   |  |   | — |   |  |   | 12,701,625 |    |
| Accretion of Trust Fund relating to Class B common stocksubject to possible conversion                                                                                                |  |         | — |                  |  |                     | — |                                          |  |                                | —   |   |  |   | — |   |  |   | (45,612    | )  |  |   | — |   |  |   | — |   |  |   | (45,612    | )  |
| Net income for theperiod                                                                                                                                                              |  |         | — |                  |  |                     | — |                                          |  |                                | —   |   |  |   | — |   |  |   | —    |    |  |   | 15,161  |   |  |   | — |   |  |   | 15,161     |    |
| Unrealized gain on available-for-salesecurities                                                                                                                                       |  |         | — |                  |  |                     | — |                                          |  |                                | —   |   |  |   | — |   |  |   | —    |    |  |   | — |   |  |   | 923     |   |  |   | 923        |    |
| Comprehensive income                                                                                                                                                                  |  |         |    |                  |  |                     |    |                                          |  |                                |      |   |  |   |    |   |  |   |       |    |  |   |    |   |  |   |    |   |  |   | 16,084     |    |
| Balance, December 31, 2005                                                                                                                                                            |  |         | 548,100 |                  |  | $                        | 55      |                                          |  |                                | 2,875,000 |   |  | $      | 288     |   |  | $      | 12,737,420 |    |  | $      | 15,161  |   |  | $      | 923     |   |  | $      | 12,753,847 |    |
|                                                                                                                                                                                       |

See Notes to FinancialStatements

F-5

----

Juniper Partners Acquisition Corp.(acorporation in the development stage)Statement of Cash Flows

From inception (February 3, 2005) to December  31,2005

|                                                                                       |  |        |             |         |  |  |
|---------------------------------------------------------------------------------------|--|--------|-------------|---------|--|--|
| OPERATINGACTIVITIES                                                                   |  |   |        |    |
| Net income for the period                                                             |  | $      | 15,161      |    |
| Interest receivable on U.S.Government Securities held in Trust Fund                   |  |   | (227,252    | )  |
| Changes in operating asset andliabilities:                                            |  |   |        |    |
| Increase in prepaidexpenses                                                           |  |   | (54,375     | )  |
| Increase inaccounts payable and accrued expenses                                      |  |   | 29,346      |    |
| Increase in income taxes payable                                                      |  |   | 9,400       |    |
| Net cash used in operatingactivities                                                  |  |   | (227,720    | )  |
| INVESTINGACTIVITIES                                                                   |  |   |        |    |
| Purchases of U.S.Government Securites held in Trust Fund                              |  |   | (14,518,750 | )  |
| Net cash used in investingactivities                                                  |  |   | (14,518,750 | )  |
| FINANCINGACTIVITIES                                                                   |  |   |        |    |
| Proceeds from issuance ofcommon stock to initial stockholders                         |  |   | 500         |    |
| Proceeds from issuance of warrants                                                    |  |   | 81,250      |    |
| Proceeds from note payable toaffiliate                                                |  |   | 81,250      |    |
| Repayment of notepayable to affiliate                                                 |  |   | (81,250     | )  |
| Proceeds from issuance of underwriter's unitpurchase option                           |  |   | 100         |    |
| Net proceedsfrom sale of units through public offering                                |  |   | 15,603,823  |    |
| Net cash provided by financingactivities                                              |  |   | 15,685,673  |    |
| Net increase in cash and cashequivalents                                              |  |   | 939,203     |    |
| Cash and CashEquivalents                                                              |  |   |        |    |
| Beginning of period                                                                   |  |   | —     |    |
| End ofperiod                                                                          |  | $      | 939,203     |    |
| Supplemental disclosureof non-cash activity:                                          |  |   |        |    |
| Accretion ofTrust Fund relating to class B common stock subject to possibleconversion |  | $      | 45,612      |    |
|                                                                                       |

See Notes toFinancial Statements

F-6

----

JuniperPartners Acquisition Corp.(a corporation in the developmentstage)Notes to FinancialStatements

NOTE 1 – ORGANIZATIONAND BUSINESS OPERATIONS

Juniper Partners Acquisition Corp. (the‘‘Company’’) was incorporated in Delaware onFebruary  3,  2005 to serve as a vehicle to effect a merger,capital stock exchange, asset acquisition or other similar businesscombination with a currently unidentified operating business.

The Company is considered to be a development stage company and assuch the financial statements presented herein are presented inaccordance with Statement of Financial Accounting Standards(‘‘SFAS’’) No. 7.

The registrationstatement for the Company's initial public offering(‘‘Offering’’) was declared effectiveJuly  13,  2005. On July  20,  2005, the Companyconsummated the Offering of 250,000 Series A Units(‘‘Series A Units’’) and 1,250,000 Series BUnits (‘‘Series B Units’’). On July29,  2005, the Company consummated the closing of an additional16,000 Series A Units and 187,500 Series B Units which were subject tothe over-allotment option. On August  26,  2005, the Companyconsummated the further closing of an additional 8,000 Series A Unitswhich were subject to the over-allotment option. The Offering generatedtotal net proceeds of approximately $15.6  million. Of thisamount, $14,518,750 was placed in trust. The Company's managementhas broad authority with respect to the application of the proceeds ofsuch Offering although substantially all of the proceeds of suchoffering are intended to be applied generally toward consummating amerger with or acquisition of an operating business (a‘‘Business Combination’’). Pending such aBusiness Combination, substantially all of the proceeds of the Offeringare required to be held in trust (‘‘TrustFund’’) to be returned to the holders of Class B commonstock if a Business Combination is not contracted in 12 months, orconsummated in 18 months, subsequent to the initial public offering(the ‘‘Target Business Acquisition Period’’).In the event there is no Business Combination, the Company willdissolve and any remaining net assets, after the distribution of theTrust Fund to Class B stockholders, will be distributed to the holdersof common stock sold in the Offering.

The Company, after signinga definitive agreement for a Business Combination, is obliged to submitsuch transaction for approval by a majority of the Class B commonstockholders of the Company. Class B stockholders that vote againstsuch proposed Business Combination are, under certain conditions,entitled to convert their shares into a pro-rata distribution from theTrust Fund (the ‘‘Conversion Right’’). In thisrespect, $2,947,910 has been classified as common stock subject topossible conversion at December  31,  2005 (including accruedinterest through December 31, 2005 of $45,612). In the event thatholders of a majority of the outstanding shares of Class B common stockvote for the approval of the Business Combination and holders owning20% or more of the outstanding Class B common stock do notexercise their Conversion Rights, the Business Combination may then beconsummated. Upon completion of such Business Combination and thepayment of any Conversion Rights (and related cancellation of Class Bcommon stock), the remaining shares of Class B common stock would beconverted to common stock.

NOTE 2 – OFFERING

Inits initial public offering, effective July  13,  2005, theCompany sold to the public an aggregate of 274,000 Series A Units and1,437,500 Series B Units at a price of $10.50 and $10.10 per unit,respectively. Proceeds from the initial public offering, totaledapproximately $15.6  million, which was net of $1,791,927 inunderwriting and other expenses. Each Series A Unit consists of twoshares of the Company's common stock, five Class W RedeemableWarrants (a ‘‘Class W Warrant’’), and fiveClass  Z Redeemable Warrants (a ‘‘Class ZWarrant’’). Each Series B unit consists of two shares ofthe Company's Class B common stock, one Class W Warrant, and oneClass Z Warrant.

Both the Company’s common stock andClass B common stock have one vote per share. However, the Class Bstockholders may, and the common stockholders may not, vote inconnection 

F-7

----

JuniperPartners Acquisition Corp.(a corporation in the developmentstage)Notes to FinancialStatements

with a Business Combination. Further, should aBusiness Combination not be consummated during the Target BusinessAcquisition Period, the Trust Fund would be distributed pro-rata to allof the Class B common stockholders and their Class B common shareswould be cancelled and returned to the status of authorized butunissued shares.

Each Class W Warrant entitles the holder topurchase from the Company one share of common stock at an exerciseprice of $5.00, commencing on the later of (a) July  13,2006 or (b) the completion of a business combination with a targetbusiness, or the distribution of the Trust Fund to the Class Bstockholders.

The Class W Warrants will expire on July13,  2010 or earlier upon redemption. Each Class Z Warrantentitles the holder to purchase from the Company one share of commonstock at an exercise price of $5.00, commencing on the later of (a)July  13,  2006 or (b) the earlier of the completion of abusiness combination with a target business, or the distribution of theTrust Fund to the Class B stockholders. The Class Z Warrants willexpire on July  13,  2012 or earlier upon redemption. TheCompany may redeem the outstanding Class W Warrants and/or Class ZWarrants with the prior consent of HCFP/Brenner Securities LLC(‘‘HCFP’’), the representative of theunderwriters of the Offering, in whole and not in part, at a price of$.05 per warrant at any time after the warrants become exercisable,upon a minimum of 30 days' prior written notice of redemption, andif, and only if, the last sale price of the Company's common stockequals or exceeds $7.50 per share and $8.75 per share, for a Class WWarrant and Class Z Warrant, respectively, for any 20 trading dayswithin a 30 trading day period ending three business days before theCompany sent the notice of redemption.

The Company has also soldto HCFP, as representative for the underwriters, for $100, an option(the ‘‘Underwriter's Purchase Option’’ or‘‘UPO’’) to purchase up to a total of 12,500additional Series A Units and/or 62,500 additional Series B Units (seeNote 8). The Series A Units and Series B Units issuable upon exerciseof this option are identical to those in the Offering, except that theexercise price of the warrants included in the units are $5.50 pershare (110% of the exercise price of the warrants included inthe units sold to the public) and the Class Z Warrants shall beexercisable by HCFP for a period of only five years from the date ofthe Offering. The UPO is exercisable at $17.325 per Series A Unit and$16.665 per Series B Unit commencing on the later of (a) July13,  2006 or (b)  the completion of a business combinationwith a target business, and expires on July  12,  2010.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents – Included in cash and cashequivalents are deposits with financial institutions as well asshort-term money market instruments with maturities of three months orless when purchased.

Investments – U.S. GovernmentSecurities held in Trust Fund, with maturities exceeding three monthshave been accounted for in accordance with Statement of FinancialAccounting Standards (SFAS) No. 115,‘‘Accounting for Certain Investments in Debt and EquitySecurities’’. The Company classifies all debt securitiesand all investments in equity securities that have readily determinablefair values as available-for-sale, as the sale of such securities maybe required prior to maturity to implement management strategies. Suchsecurities are reported at fair value, with unrealized gains or lossesexcluded from earnings and included in other comprehensive income, netof applicable taxes.

The Company’s restricted investmentheld in trust at December  31,  2005 consists of aninvestment in United States of America government treasury securities,with a maturity date of January  19,  2006. The fair marketvalue of the restricted investment was $14,746,925 as of December31,  2005, including $923 of unrealized income, which is reportedas a component of other comprehensive income as of December31,  2005. The Company recognized interest income of $227,252 fromamortization of the discount on the investment during the period frominception (February 3, 2005) to December  31,  2005, which isincluded in interest income on the accompanying condensed statement ofoperations.

F-8

----

JuniperPartners Acquisition Corp.(a corporation in the developmentstage)Notes to FinancialStatements

Concentration of Credit Risk –Financial instruments that potentially subject the Company to asignificant concentration of credit risk consist primarily of cash andcash equivalents. The Company maintains deposits in federally insuredfinancial institutions in excess of federally insured limits. However,management believes the Company is not exposed to significant creditrisk due to the financial position of the depository institutions inwhich those deposits are held.

Net Loss Per Share –Net loss per share is computed based on the weighted average number ofshares of common stock and Class B common stock outstanding.

Basic earnings (loss) per share excludes dilution and is computed bydividing income (loss) available to common stockholders by the weightedaverage common shares outstanding for the period. Diluted earnings pershare reflects the potential dilution that could occur if securities orother contracts to issue common stock were exercised or converted intocommon stock or resulted in the issuance of common stock that thenshared in the earnings of the entity. Since the effect of outstandingwarrants to purchase common stock is antidilutive, they have beenexcluded from the Company’s computation of net loss per share.Therefore, basic and diluted loss per share were the same for theperiod from inception (February 3, 2005) through December31,  2005.

Fair Value of Financial Instruments– The fair values of the Company's assets and liabilitiesthat qualify as financial instruments under SFAS No. 107 approximatetheir carrying amounts presented in the balance sheet at December31,  2005.

Use of Estimates – The preparationof financial statements in accordance with accounting principlesgenerally accepted in the United States of America requires managementto make estimates and assumptions that affect certain reported amountsof assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reportedamounts of revenue and expenses during the reporting period. Actualresults could differ from those estimates.

Income Taxes– Deferred income tax assets and liabilities are computed fordifferences between the financial statement and tax bases of assets andliabilities that will result in future taxable or deductible amountsand are based on enacted tax laws and rates applicable to the periodsin which the differences are expected to affect taxable income.Valuation allowances are established when necessary to reduce deferredincome tax assets to the amount expected to be realized.

Accumulated Other Comprehensive Income – AccumulatedOther Comprehensive Income includes unrealized gains on U.S. GovernmentSecurities held in Trust Fund.

New AccountingPronouncements – The Company does not believe that anyrecently issued, but not yet effective, accounting standards ifcurrently adopted would have a material effect on the accompanyingfinancial statements.

NOTE 4 – NOTE PAYABLE TOAFFILIATE

In February  2005, the Company issued an $81,250non-interest bearing, unsecured note payable to an affiliate of itsstockholder. This note was repaid in full on July  21,  2005from the proceeds of the Offering.

F-9

----

JuniperPartners Acquisition Corp.(a corporation in the developmentstage)Notes to FinancialStatements

NOTE 5 – INCOME TAXES

Provision for income taxes consists of:

|          |  |                                                       |        |        |  |  |
|----------|--|-------------------------------------------------------|--------|--------|--|--|
|     |  | From inception(February 3,2005)to December  31,  2005 |
| Current: |  |                                                  |   |   |
| Federal  |  | $                                                     | 9,400  |   |
|     |  | $                                                     | 9,400  |   |
|          |

Noprovision for state and local income taxes has been made since theCompany was formed as a vehicle to effect a Business Combination and,as a result does not conduct operations and is not engaged in a tradeor business in any state. The Company is incorporated in Delaware andaccordingly is subject to franchise taxes. Included as part of generaland administrative expenses in the accompanying statement of operationsfor the period ended December 31, 2005 is Delaware franchise taxexpense of $26,151.

NOTE 6 – COMMITMENTS

TheCompany pays an affiliate of a stockholder, $7,500 per month,commencing on the effective date of the Offering, for office,secretarial and administrative services. For the period from inception(February 3, 2005) to December  31,  2005 the Company paid$45,000 for such services.

HCFP has been engaged by the Companyto act as the Company's non-exclusive investment banker inconnection with a proposed Business Combination (Note 1). For assistingthe Company in structuring and negotiating the terms of a BusinessCombination, the Company is obligated to pay HCFP a cash transactionfee equal to 5% of the first $5  million of totalconsideration, as defined in the Underwriting Agreement, and 4%of total consideration paid over $5  million, with a maximum feeto be paid of $400,000.

NOTE 7 – PREFERRED STOCK

The Company is authorized to issue up to 5,000 shares of PreferredStock with such designations, voting, and other rights and preferencesas may be determined from time to time by the Board of Directors.

NOTE 8 – WARRANTS AND OPTIONS TO PURCHASE COMMON STOCK

In February  2005, the Company issued Class W warrants topurchase 812,500 shares of the Company’s common stock, and ClassZ warrants to purchase 812,500 shares of the Company’s commonstock, for an aggregate purchase price of $81,250, or $0.05 perwarrant.

The Class W warrants and Class Z warrants outstandingprior to the Offering, all of which are held by the Company’sinitial securityholders or their affiliates, shall not be redeemable bythe Company as long as such warrants continue to be held by suchinitial securityholders or their affiliates.

The Class Wwarrants entitle the holder to purchase shares at $5.00, subject toadjustment in certain circumstances, for a period commencing on thelater of: (a) completion of the Business Combination and (b) July13,  2006, and ending July  12,  2010.

The ClassZ warrants entitle the holder to purchase shares at $5.00, subject toadjustment in certain circumstances, for a period commencing on thelater of: (a) completion of the Business Combination and (b) July13,  2006, and ending July  12,  2012.

F-10

----

JuniperPartners Acquisition Corp.(a corporation in the developmentstage)Notes to FinancialStatements

The Company has issued an option, for$100, to HCFP/Brenner Securities LLC, the representative of theunderwriters in the public offering, to purchase up to 12,500 Series Aunits at an exercise price of $17.325 per unit and/or up to 62,500Series B units at an exercise price of $16.665 per unit. The Series AUnits and Series B Units underlying the UPO will be exercisable inwhole or in part solely at HCFP's discretion, commencing on thelater (i) July  13,  2006 and (ii) the consummation of aBusiness Combination and expire on July  12,  2010. The fairvalue of the option, inclusive of the receipt of the $100 cash payment,was accounted as an expense of the public offering resulting in acharge directly to stockholders' equity. The option may beexercised for cash or on a ‘‘cashless’’ basis,at the holder's option, such that the holder may use theappreciated value of the option (the difference between the exerciseprices of the option and the underlying warrants and the market priceof the units and underlying securities) to exercise the option withoutthe payment of any cash. Each of the Series A Units and Series B Unitsare identical to the Series A Units and Series B Units sold in theOffering, except that the exercise price of the Class W Warrants andClass Z Warrants underlying the Series A Units and Series B Units shallonly be exercisable until July  12,2010.

F-11

----

SIGNATURES

Pursuant to the requirements of the Section 13 or 15 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized on the 30th day of March  2006.

|        |  |                                   |  |                                                                                  |  |  |  |  |  |  |
|--------|--|-----------------------------------|--|----------------------------------------------------------------------------------|--|--|--|--|--|--|
|   |  | JUNIPER PARTNERS ACQUISITIONCORP. |
|   |  | By:                               |  | /s/ Stuart B. Rekant                                                             |
|   |  |                              |  | Stuart B. RekantChairman and Chief ExecutiveOfficer(Principal Executive Officer) |
|        |

Inaccordance with the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrantand in the capacities and on the dates indicated.

|                      |  |                                                                                                     |  |                  |
|----------------------|--|-----------------------------------------------------------------------------------------------------|--|------------------|
| Name                 |  | Title                                                                                               |  | Date             |
|                      |
| /s/ Stuart B. Rekant |  | Chairman of the Board andChief ExecutiveOfficer(Principal Executive Officer)                        |  | March30,  2006   |
|                      |
| Stuart B.Rekant      |
|                      |
| /s/ Robert B.Becker  |  | Chief FinancialOfficer, Treasurer, Secretary and Director(Principal AccountingandFinancial Officer) |  | March  30,2006   |
|                      |
| Robert B. Becker     |
|                      |
| /s/ Daniel Burstein  |  | Director                                                                                            |  | March  30,2006   |
|                      |
| DanielBurstein       |
|                      |
| /s/ RichardIntrator  |  | Director                                                                                            |  | March  30,  2006 |
|                      |
| Richard Intrator     |
|                      |
| /s/ Paul Kramer      |  | Director                                                                                            |  | March  30,2006   |
|                      |
| Paul Kramer          |
|                      |

----