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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended: December 31, 2008
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number 001-33252
 JUNIPER CONTENT CORPORATION
  Delaware
    
    20-2278320(State of Incorporation)
    
    (Registrant I.R.S. Employer I.D. Number)1560 Broadway, Suite 615New York, New York
    
    10036(Address of principal executive offices)
    
    (Zip Code)
 (212) 660-5930
 None
 Common Stock, $.0001 par value per share
Class W Warrants to purchase shares of Common Stock
Class Z Warrants to purchase shares of Common Stock
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A(T). CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER            MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-31.1EX-31.2EX-32    Table of Contents  
 PART I
 
 ITEM 1. BUSINESS.
 General
 ¡Sorpresa! ¡Sorpresa!
   ¡Sorpresa!
   Recent Developments
  2




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3




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¡Sorpresa! Television Network and Digital Community
 ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!
 Television Distribution
 ¡Sorpresa! ¡Sorpresa!
 ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!
 ¡Sorpresa! ¡Sorpresa!
 
    
    Time Warner Cable
    
    Cox Communications
    
    Comcast
    
    The National Cable Television Cooperative
    
    Cablevision
    
    Charter Communications
 ¡Sorpresa!
 4




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##### Table of Contents



Fiber Optics
 ¡Sorpresa!
 DBS
 ¡Sorpresa! ¡Sorpresa!
 Digital Community
  ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!
 ¡Sorpresa! ¡Sorpresa!
 ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!
 5




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##### Table of Contents



Program Acquisition
 ¡Sorpresa!
 Advertising
 ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!
 Government Regulations
  ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!. ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!s
 Intellectual Property Rights
 ¡Sorpresa!
  6




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Potential Liability and Insurance
   Competition
 ¡Sorpresa!
     7




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
    
    The continued distribution growth of ¡Sorpresa!with cable, fiber optic and DBS
operators;
    
    The networks ability to attract advertisers; and
    
    The ability to acquire and/or produce original programming to attract a broader
audience.
  Employees
   
 ITEM 1A. RISK FACTORS.
 Firestone has historically had recurring losses from operations and currently has a large
accumulated deficit. We may never achieve and maintain profitability.
  We will need to raise additional funds.
 ¡Sorpresa!
 Stockholders may not receive any proceeds if we effectuate a sale of our business or are forced to
liquidate.
  8




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##### Table of Contents



We may not be successful in securing sufficient distribution of the ¡Sorpresa! network.
 ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!
 ¡Sorpresa!
 We may not be successful in promoting the availability of ¡Sorpresa! to potential viewers in
markets where we have secured carriage for the network.
 ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!s ¡Sorpresa!
 9




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##### Table of Contents



We may not be successful in programming ¡Sorpresa! with a mix of programming that appeals to a
sufficient number of viewers.
 ¡Sorpresa!
 We may be unsuccessful in generating sufficient advertising revenue to sustain profitable
operations.
 ¡Sorpresa! ¡Sorpresa! ¡Sorpresa!
 Proposed changes to regulations affecting the television industry in the United States may create
incentives for cable systems to displace or refuse carriage for ¡Sorpresa! or to demand carriage
fees in excess of our ability to pay.
  10




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¡Sorpresa! ¡Sorpresa!
 Major Hispanic television companies may enter the market for childrens programming with adverse
competitive effects on our Network
 ¡Sorpresa!
 ¡Sorpresa!s
 The emergence of non-traditional digital modes of distributing television programming is likely to
erode the size of the cable television audience.
  11




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¡Sorpresa!s ¡Sorpresa!
 Our business is currently dependent upon just a few customers and client industries, the loss of
any of which could be materially adverse to our financial condition and future prospects.
  We are dependent on our key personnel.
  Our outstanding warrants and options may be exercised in the future, which would increase the
number of shares eligible for future resale in the public market and result in dilution to our
stockholders.
  12




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Voting control by our executive officers, directors and other affiliates may limit your ability to
influence the outcome of director elections and other matters requiring stockholder approval.
  We may not be able to manage our growth effectively.
  Our failure to service our debt obligations could have a material adverse effect on our operations.
  
    
    we may not be able to earn enough money to pay interest and principal on the notes,
which would cause us to be in default and allow the lenders to accelerate the debt or
take possession of our assets which secure our obligations under the notes;
    
    we may have difficulty borrowing money in the future for working capital, capital
expenditures or other purposes;
    
    we will need to use a large portion of the money we earn to pay principal and
interest on the notes, which will reduce the amount of money we can use in our
business; and
    
    we are more vulnerable to changes in general economic conditions and downturns in
our business because of the service requirements of our debt.
 The agreements governing our Senior Notes contain restrictive covenants.
  
    
    the incurrence of additional indebtedness;
    
    the creation of liens;
    
    the payment of dividends on capital stock; and
 13




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
    
    consolidations, mergers and transfers of all or substantially all of our assets.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
 ITEM 2. PROPERTIES.
    
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  14




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PART II
 
 ITEM 5.
    
    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS .
 Market Information
  Class BSeries A
    
    Series B
    
    Common
    
    Common
    
    Class W
    
    Class ZUnits**
    
    Units*
    
    Stock
    
    Stock**
    
    Warrants
    
    WarrantsHigh
    
    Low
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low2008:Fourth Quarter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.26
    
    
    
    0.01
    
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    0.0003
    
    
    
    0.015
    
    
    
    0.0001Third Quarter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.65
    
    
    
    0.25
    
    
    
    
    
    
    
    
    
    
    
    0.04
    
    
    
    0.01
    
    
    
    0.05
    
    
    
    0.015Second Quarter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.8
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    0.04
    
    
    
    0.07
    
    
    
    0.05First Quarter
    
    
    2.23
    
    
    
    2.15
    
    
    
    1.80
    
    
    
    1.80
    
    
    
    1.05
    
    
    
    0.75
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    0.042
    
    
    
    0.1
    
    
    
    0.062007:Fourth Quarter
    
    
    4.02
    
    
    
    2.00
    
    
    
    3.80
    
    
    
    1.50
    
    
    
    1.85
    
    
    
    0.40
    
    
    
    
    
    
    
    
    
    
    
    0.09
    
    
    
    0.05
    
    
    
    0.16
    
    
    
    0.06Third Quarter
    
    
    8.05
    
    
    
    4.50
    
    
    
    6.25
    
    
    
    3.95
    
    
    
    2.95
    
    
    
    1.85
    
    
    
    
    
    
    
    
    
    
    
    0.26
    
    
    
    0.09
    
    
    
    0.35
    
    
    
    0.16Second Quarter
    
    
    9.50
    
    
    
    8.60
    
    
    
    7.00
    
    
    
    6.25
    
    
    
    3.00
    
    
    
    2.88
    
    
    
    
    
    
    
    
    
    
    
    0.35
    
    
    
    0.26
    
    
    
    0.40
    
    
    
    0.27First Quarter
    
    
    12.30
    
    
    
    8.20
    
    
    
    11.10
    
    
    
    6.50
    
    
    
    3.87
    
    
    
    2.90
    
    
    
    5.33
    
    
    
    3.80
    
    
    
    0.41
    
    
    
    0.24
    
    
    
    0.52
    
    
    
    0.27
 
 *
    
    Series A and Series B Units ceased trading on January 30, 2008.**
    
    Automatically converted into common stock and ceased trading on January 22, 2007. Holders
  Dividends
  15




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Recent Sales of Unregistered Securities
  Purchases of Equity Securities of the Issuer and Affiliated Purchasers
   
 ITEM 6. SELECTED FINANCIAL DATA.
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with our financial statements and related notes that appear elsewhere
in this report. In addition to historical consolidated financial information, the following
discussion contains forward-looking statements that reflect plans, estimates and beliefs of
management of the Company. When used in this document, the words anticipate, believe,
plan, estimate and expect and similar expressions, as they relate to the Company or its
management, are intended to identify forward-looking statements. Such statements reflect the
current views of the Company with respect to future events and are subject to certain risks,
uncertainties and assumptions. Our actual results could differ materially from those discussed in
the forward-looking statements.
 16




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Business Overview
 ¡Sorpresa! ¡Sorpresa!,
  ¡Sorpresa!
   17




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Operational Overview
 ¡ !
 ¡Sorpresa!
 ¡Sorpresa!
 Sources of Revenue Overview
 Television Network Subscription and Advertising Revenue: ¡Sorpresa!
 18




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. ¡Sorpresa! ¡Sorpresa!
 ¡Sorpresa! ¡Sorpresa! ¡Sorpresa! . ¡Sorpresa! , ¡Sorpresa! , ¡Sorpresa! ¡Sorpresa!
 ¡Sorpresa!
 ¡Sorpresa! , ¡Sorpresa!
  19




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Expense Overview
 Operating Expenses:
 Advertising Expenses:
 Selling, General and Administrative Expenses:
 Depreciation, Amortization and Impairment Expense:
 Critical Accounting Policies and Estimates
   General Economic Conditions.
 20




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Accounting Estimates
 Impairments, Impairment Assumptions and Related Sensitivities.
 Discontinued Operations
 Results of Operations
 Years ended December 31, 2008 and 2007
 21




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For the Year Ended
    For the Year EndedDecember 31, 2008
    December 31, 2007Revenues
    
    $
    1,450,144
    
    
    $
    1,138,671ExpensesOperating
    
    
    1,978,625
    
    
    
    1,051,620Selling, general and administrative
    
    
    11,594,586
    
    
    
    4,824,956Advertising
    
    
    460,152
    
    
    
    443,694Depreciation and amortization
    
    
    2,495,598
    
    
    
    2,385,277Loss from continuing operations, net
    
    
    (14,297,230
    )
    
    
    (4,739,147
    )Discontinued operations, net
    
    
    (2,417,390
    )
    
    
    (1,585,201
    )Net loss
    
    $
    (16,714,620
    )
    
    $
    (6,324,348
    )
 Revenues:
 Expenses:
   22




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Other Income (Expense):
 Net Loss from continuing operations:
 Discontinued operations, net:
 Liquidity and Capital Resources
 Liquidity Assessment
  23




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¡Sorpresa! ¡Sorpresa! ¡Sorpresa!
  The Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007
    24




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Recently Issued Accounting Pronouncements
   Business Combinations
 SFAS No. 160 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 25




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Fair Value Measurements
 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A(T). CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
  26




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Managements Report on Internal Control Over Financial Reporting
  Internal Control
 Integrated Framework Internal Control 
Integrated Framework
  Changes in Internal Control Over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION.
  27




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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT.
 Directors and Executive Officers
  Name
    
    Age
    
    PositionStuart B. Rekant
    
    
    58
    
    
    Chairman of the Board and Chief Executive OfficerHerbert J. Roberts
    
    
    54
    
    
    Senior Vice President, Chief Financial Officer
and SecretarySteven G. Chrust
    
    
    59
    
    
    Director
 Stuart B. Rekant U.S. News and World
Report
 28




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Herbert J. Roberts
 Steven G. Chrust
 Section 16(a) Beneficial Ownership Reporting Compliance
  29




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Code of Ethics
  Audit Committee
  Nominating Committee Information
  
 ITEM 11. EXECUTIVE COMPENSATION.
  Summary Compensation Table
  Name and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Option
    
    All OtherPosition
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    Awards ($)*
    
    Compensation ($)
    
    Total ($)Stuart B. Rekant
    
    
    2008
    
    
    
    431,250
    
    
    
    0
    
    
    
    141,746
    
    
    
    18,262
    
    
    
    591,258Chief Executive Officer
    
    
    2007
    
    
    
    430,219
    
    
    
    95,000
    
    
    
    277,586
    
    
    
    19,139
    **
    
    
    821,944Herbert J. Roberts
    
    
    2008
    
    
    
    260,000
    
    
    
    0
    
    
    
    33,807
    
    
    
    1,000
    
    
    
    294,807Senior Vice President, Chief
    
    
    2007
    ***
    
    
    96,667
    
    
    
    75,000
    
    
    
    11,269
    
    
    
    
    
    
    
    182,936Financial Officer and
Secretary
 
 *
    
    We used the Black-Scholes option-pricing model as our method of valuation for share-based awards
granted. The assumptions included within the Black-Scholes calculations can be found in Note 7 to
the Consolidated Financial Statements contained elsewhere in this report. 30




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**
    
    This amount represents reimbursements for life insurance payments and an automobile allowance per
employment agreement.***
    
    Mr. Roberts employment with us began in August 2007.    31




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Outstanding Equity Awards at Year End
  Option AwardsNumber of Securities
    
    Number of Securities
    
    Option
    
    OptionName and Principal
    
    Underlying Unexercised
    
    Underlying Unexercised
    
    Exercise
    
    ExpirationPosition
    
    Options - Exercisable
    
    Options - Unexercisable
    
    Price
    
    DateStuart B. Rekant
    
    
    175,000
    
    
    
    175,000
    
    
    
    3.80
    
    
    
    3/31/12Chief Executive OfficerHerbert J. Roberts
    
    
    41,666
    
    
    
    83,334
    
    
    
    1.85
    
    
    
    9/30/12Chief Financial Officer
 Director Compensation
  Name
    
    Fees Earned or Paid in Cash ($)
    
    Option Awards ($)
    
    Total ($)Raymond K. Mason (1)
    
    
    
    
    
    
    
    
    
    
    John K. Billock (1)
    
    
    34,000
    
    
    
    8,055
    
    
    
    42,055Steven G. Chrust
    
    
    31,000
    
    
    
    3,862
    
    
    
    34,865Bert A. Getz, Jr. (2)
    
    
    51,500
    
    
    
    8,055
    
    
    
    59,555Richard Intrator (2)
    
    
    61,000
    
    
    
    8,055
    
    
    
    69,055Paul Kramer (2)
    
    
    60,000
    
    
    
    8,055
    
    
    
    68,055
 
 (1)
    
    Messrs. Mason and Billock resigned effective December 22, 2008.(2)
    
    Messrs. Getz, Intrator and Kramer resigned effective December 23, 2008.   32




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 Equity Compensation Plan Information
  Number of securities remainingNumber of securities to be
    
    Weighted-average exercise
    
    available for future issuanceissued upon exercise of
    
    price of outstanding
    
    under equity compensationoutstanding options,
    
    options, warrants and
    
    plans (excluding securitieswarrants and rights
    
    rights
    
    reflected in the first column)Equity compensation
plans approved by
security holders
    
    405,500 shares of common stock
    
    $2.79
    
    194,500 shares of common stockEquity compensation
plans not approved
by security holders
    
    350,000 shares of common stock
    
    $3.80
    
    Total
    
    755,500 shares of common stock
    
    $2.94
    
    194,500 shares of common stock
  Security Ownership of Certain Beneficial Owners and Management
  
    
    each person known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock;
    
    each of our officers and directors; and
    
    all of our officers and directors as a group.
 33




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Common StockNumber ofName and Address of Beneficial Owner(1)
    
    Shares
    
    PercentageSteven G. Chrust
    
    
    9,517,938
    (2)
    
    
    74.8
    %Stuart B. Rekant
    
    
    2,731,725
    (3)
    
    
    46.1
    %Herbert J. Roberts
    
    
    41,666
    (4)
    
    
    1.3
    %Millenco, L.P. (5)
    
    
    204,198
    (6)
    
    
    6.4
    %HCFP/Brenner Securities LLC (7)
    
    
    400,000
    (8)
    
    
    11.6
    %All current directors and executive
officers as a group (3 individuals)
    
    
    12,291,329
    (9)
    
    
    79.4
    %
 
 (1)
    
    Unless otherwise noted, the business address of each of the following is 1560 Broadway, Suite
615, New York, New York 10036.(2)
    
    Represents (i) 690,625 shares of common stock issuable upon conversion of Senior 7%
Convertible Series A Preferred Stock held by Juniper Venture LLC, (ii) 750 shares of Series B
Participating Preferred Stock issuable upon conversion of outstanding Senior Secured
Convertible Promissory Notes held by Juniper Venture LLC that are entitled to vote on all
matters on a common equivalent basis (currently representing 7,500,000 shares of Common
Stock), (iii) 1,312,313 shares of common stock issuable upon exercise of currently exercisable
warrants held by Juniper Venture LLC and (iv) 15,000 shares of common stock issuable upon
exercise of stock options that are currently exercisable. Mr. Chrust is a Senior Principal of
Centripetal Management, LLC, the manager of Juniper Venture LLC.(3)
    
    Represents (i) 5,100 shares of common stock held by the Stuart B. Rekant Inc. Profit Sharing
Plan QRP, of which Mr. Rekant is the beneficiary, (ii) 150 shares of Series B Participating
Preferred Stock issuable upon conversion of outstanding Senior Secured Convertible Promissory
Notes held by Hidden Treasures, Inc. that are entitled to vote on all matters on a common
equivalent basis (currently representing 1,500,000 shares of Common Stock), (iii) 262,500
shares issuable upon exercise of stock options that are currently exercisable, (iv) 50,000
shares of common stock issuable upon the exercise of presently exercisable Class W and Class Z
warrants owned by Mr. Rekant, and (v) 914,125 shares of common stock issuable upon the
exercise of presently exercisable Class W and Class Z warrants owned by Hidden Treasures. As
Mr. Rekant is Chairman and Chief Executive Officer of Hidden Treasures, he may control voting
and disposition over those shares. Does not include 87,500 shares issuable upon exercise of a
stock option that is not currently exercisable and will not be exercisable within 60 days.(4)
    
    Represents 41,666 shares of common stock issuable upon the exercise of presently exercisable
options. Does not include 83,334 shares of common stock issuable upon exercise of a stock
option that is not currently exercisable and will not be exercisable within 60 days.(5)
    
    The business address of Millenco, L.P. is c/o Millennium Management, L.L.C., 666 Fifth
Avenue, New York, New York 10103. 34




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##### Table of Contents



(6)
    
    This information is derived from a Schedule 13D filed with the Securities and Exchange
Commission on January 29, 2007, as amended on November 6, 2008.(7)
    
    The business address for HCFP/Brenner Securities LLC is 888 Seventh Avenue, New York, New
York 10106.(8)
    
    Represents 150,000 shares of common stock and 250,000 shares of common stock issuable upon
exercise of Class W and Class Z warrants, all of which are issuable upon exercise of a unit
purchase option held by HCFP/Brenner Securities LLC.(9)
    
    Includes and excludes the securities referred to in footnotes 2, 3 and 4 above. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Certain Relationships and Related Transactions
  Number of
    
    Number of
    
    Number ofShares of
    
    Class W
    
    Class ZName
    
    Common Stock
    
    Warrants
    
    WarrantsStuart Rekant
    
    
    100
    
    
    
    25,000
    
    
    
    25,000Robert Becker
    
    
    0
    
    
    
    175,000
    
    
    
    175,000Paul Kramer
    
    
    0
    
    
    
    25,000
    
    
    
    25,000Daniel Burstein
    
    
    0
    
    
    
    25,000
    
    
    
    25,000Richard Intrator
    
    
    0
    
    
    
    25,000
    
    
    
    25,000WS Management, LC
    
    
    0
    
    
    
    80,437
    
    
    
    80,438Hidden Treasures, Inc.
    
    
    0
    
    
    
    457,063
    
    
    
    457,062
   35




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36




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Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  Audit Fees
  37




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##### Table of Contents



Audit-Related Fees
  Tax Fees
  All Other Fees
  Audit Committee Pre-Approval Policies and Procedures
  
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    The following Exhibits are filed as part of this report.
 Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger dated August 15, 2006 by and among Juniper
Acquisition Corp., Firecomm Acquisition, Inc., Firestone Communications, Inc. and
certain of the stockholders of Firestone Communications, Inc. (1)3.1
    
    Amended and Restated Certificate of Incorporation.(1)3.2
    
    Amended and Restated By-laws.(3)4.1
    
    Specimen Common Stock Certificate.(3)4.2
    
    Specimen Class W Warrant Certificate. (3)4.3
    
    Specimen Class Z Warrant Certificate. (3)4.4
    
    Form of Unit Purchase Option granted to HCFP/Brenner Securities LLC
(2)
 38




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##### Table of Contents



Exhibit No.
    
    Description4.5
    
    Form of Warrant Agreement between Continental Stock Transfer & Trust Company
and the Registrant. (2)4.6
    
    Certificate of Designations, Preferences and Rights of Senior 7% Convertible
Series A Preferred Stock. (5)4.7
    
    Certificate of Designations, Preferences and Rights of Series B Participating
Preferred Stock. (6)10.1
    
    Registration Rights Agreement among the Registrant and the Founders.(2)10.2
    
    Form of 2006 Long-Term Incentive Plan. (1)10.3
    
    Employment Agreement dated August 15, 2006, between Juniper Partners
Acquisition Corp. and Stuart B. Rekant. (1)10.4
    
    Stock Option Agreement dated August 15, 2006 between Juniper Partners
Acquisition Corp. and Stuart B. Rekant. (1)10.5
    
    Amendment to Stock Option Agreement between Juniper Partners Acquisition Corp.
and Stuart B. Rekant. (1)10.8
    
    Form of Multi-System Operation Affiliate Agreement. (1)10.9
    
    Convertible Promissory Note between Firestone and D. Thomas Moody dated
December 21, 2000. (1)10.10
    
    Satellite Service Agreement between Firestone and Intelsat Americas dated
February 16, 2005. (1)10.11
    
    Amendment Agreement to the Network Service agreement between Firestone
Communications, Inc. and The Soundtrack Channel, LLC dated August 7, 2003.
(1)10.12
    
    Network Transponder Service Agreement between Firestone and The Documentary
Channel dated July 14, 2005. (1)10.13
    
    Network Service Agreement between Firestone and Voth Network, Inc. dated April
17, 2003. (1)10.14
    
    Agreement to File Schedules, Supplements and Exhibits dated November 2, 2006.
(1)10.15
    
    Employment Agreement dated as of September 14, 2007 between the Registrant and
Herbert Roberts. (4)10.16
    
    Securities Purchase Agreement, dated February 29, 2008. (5)10.17
    
    Form of Class A Warrant, Class B Warrant, Class C Warrant and Rebate Warrant.
(5)10.18
    
    Securities Purchase Agreement, dated February 11, 2009. (6)10.19
    
    Security Agreement, dated February 11, 2009. (6)10.20
    
    Form of Senior Secured Convertible Note. (6)
 39




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##### Table of Contents



Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*32
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*99.1
    
    Firestones financial statements as of December 31, 2006 and 2005 and for the
years ended December 31, 2006 and 2005.(3)
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K dated January 19, 2007.(2)
    
    Incorporated by reference to the Registrants Registration Statement on Form
S-1 (SEC File No. 333-123050).(3)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-KSB
for the year ended December 31, 2006.(4)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K
dated September 14, 2007.(5)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K
dated February 29, 2008.(6)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K
dated February 11, 2009. 40




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##### Table of Contents



Juniper Content Corporation
 INDEX
 PageFinancial Statements:Report of Independent Registered Public Accounting Firm
    
    
    F-2Report of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    F-4Consolidated Statements of Operations, for the years ended
December 31, 2008 and 2007 and the Predecessor Statement of
Operations for the nineteen day period ended January 19,
2007
    
    
    F-5Consolidated Statement of Stockholders Equity for years ended
December 31, 2008 and December 31, 2007
    
    
    F-6Consolidated Statements of Cash Flows for the years ended
December 31, 2008 and 2007, and the Predecessor Statement of
Cash Flows for the nineteen day period ended January 19,
2007
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8  F-27
  
 F-1




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Report of Independent Registered Public Accounting Firm
 
     
 F-2




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Report of Independent Registered Public Accounting Firm
 
    
 F-3




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Juniper Content Corporation
 
 Consolidated Balance Sheets
 December 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    473,993
    
    
    $
    5,251,163Accounts receivable, net of allowances for
doubtful accounts of $6,717 and $-0-,
respectively
    
    
    315,336
    
    
    
    228,946Programming rights
    
    
    265,086
    
    
    
    153,392Current assets of discontinued operations (Note
4)
    
    
    
    
    
    
    3,675Prepaid expenses and other current assets
    
    
    142,588
    
    
    
    150,348Total current assets
    
    
    1,197,003
    
    
    
    5,787,524Long term assets:Programming assets, net
    
    
    28,553
    
    
    
    19,591Property and equipment, net (Note 5)
    
    
    21,936
    
    
    
    119,341Restricted cash
    
    
    95,291
    
    
    
    94,092Intangible assets, net (Note 6)
    
    
    171,084
    
    
    
    10,160,342Goodwill (Note 6)
    
    
    
    
    
    
    157,166Noncurrent assets of discontinued operations
(Note 4)
    
    
    
    
    
    
    2,596,174Programming rights, long term, and other assets
    
    
    322,139
    
    
    
    183,139Total assets
    
    $
    1,836,006
    
    
    $
    19,117,369LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    1,508,432
    
    
    $
    985,580Programming obligations
    
    
    172,174
    
    
    
    177,642Current liabilities of discontinued operations
(Note 4)
    
    
    
    
    
    
    249,425Income taxes payable
    
    
    
    
    
    
    38,803Total current liabilities
    
    
    1,680,606
    
    
    
    1,451,450Long term liabilities:Noncurrent liabilities of
discontinued operations (Note 4)
    
    
    
    
    
    
    2,859,409Programming obligations
    
    
    
    
    
    
    37,125Deferred rent
    
    
    
    
    
    
    9,199Deferred tax liability, net
    
    
    
    
    
    
    730,519Total liabilities
    
    
    1,680,606
    
    
    
    5,087,702Commitments and contingencies (Note 8 and 9)Stockholders equity (Note 4, 7, 9 and 10):Preferred stock, par value $.0001 per share, 2,000 shares authorized, no
shares issuedSeries A Preferred stock, par value $.0001 per share, 3,000 shares
authorized, 0 and 847 shares issued and outstanding, respectivelyCommon stock, par value $ .0001 per share, 35,000,000 shares
authorized, 3,201,431 and 5,618,127 shares issued
and outstanding, respectively
    
    
    320
    
    
    
    562Additional paid-in-capital
    
    
    23,014,619
    
    
    
    20,174,023Accumulated deficit
    
    
    (22,859,539
    )
    
    
    (6,144,918
    )Total stockholders equity
    
    
    155,400
    
    
    
    14,029,667Total liabilities and stockholders equity
    
    $
    1,836,006
    
    
    $
    19,117,369
  F-4




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Juniper Content Corporation
 
 Consolidated Statements of Operations
 PredecessorFor theFor the years ended
    
    
    
    Nineteen DayDecember
    
    
    December
    
    
    
    Period Ended31, 2008
    
    
    31, 2007
    
    
    
    January 19, 2007Revenues
    
    $
    1,450,144
    
    
    $
    1,138,671
    
    
    
    $
    116,692Expenses:Operating cost of services
    
    
    1,978,625
    
    
    
    1,051,620
    
    
    
    
    105,768Selling, general and
administrative (Note 6)
    
    
    11,594,586
    
    
    
    4,824,956
    
    
    
    
    93,091Advertising
    
    
    460,152
    
    
    
    443,694
    
    
    
    
    Depreciation and
amortization
    
    
    2,495,598
    
    
    
    2,385,277
    
    
    
    
    25,845Loss from operations
    
    
    (15,078,817
    )
    
    
    (7,566,876
    )
    
    
    
    (108,012
    )Other income (expense):Other income, net
    
    
    
    
    
    
    1,782
    
    
    
    
    82,621Interest income
    
    
    51,068
    
    
    
    369,694Interest expense
    
    
    
    
    
    
    
    
    
    
    
    (21,946
    )Total other income
(expense)
    
    
    51,068
    
    
    
    371,476
    
    
    
    
    60,675Loss from continuing operations before
benefit for income taxes
    
    
    (15,027,749
    )
    
    
    (7,195,400
    )
    
    
    
    (47,337
    )Benefit for income taxes
    
    
    (730,519
    )
    
    
    (2,456,253
    )
    
    
    
    Net loss from
continuing operations
    
    
    (14,297,230
    )
    
    
    (4,739,147
    )
    
    
    
    (47,337
    )Discontinued Operations: (Note 4)Loss from discontinued operations,
net of tax benefit
    
    
    (2,417,390
    )
    
    
    (1,585,201
    )Net loss
    
    $
    (16,714,620
    )
    
    $
    (6,324,348
    )
    
    
    $
    (47,337
    )Basic and diluted net loss per share:Continuing operations
    
    $
    (2.58
    )
    
    $
    (0.85
    )Discontinued operations
    
    
    (0.44
    )
    
    
    (0.28
    )Net loss per share
    
    $
    (3.02
    )
    
    $
    (1.14
    )Weighted average number of shares
outstanding,basic and
diluted
    
    
    5,532,288
    
    
    
    5,563,920
  F-5




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##### Table of Contents



Juniper Content Corporation
 
 Consolidated Statement of Stockholders Equity
 Series
    
    
    
    
    
    
    
    
    
    AccumulatedA (2008) B (2007)
    
    Additional
    
    
    
    
    
    OtherCommon Stock
    
    Preferred Stock
    
    Paid-in
    
    Accumulated
    
    ComprehensiveShares (1)
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Deficit
    
    Income(Loss)
    
    TotalBalance,January 1, 2007
    
    
    548,100
    
    
    $
    55
    
    
    
    2,875,000
    
    
    $
    288
    
    
    $
    12,596,457
    
    
    $
    179,429
    
    
    $
    5,089
    
    
    $
    12,781,318Value of common stock and
warrants issued in
Merger (Note 3)
    
    
    2,676,127
    
    
    
    268
    
    
    
    
    
    
    
    
    
    
    
    6,611,482
    
    
    
    
    
    
    
    
    
    
    
    6,611,750Conversion of Class B stock
to Common stock, net of
redemptions
    
    
    2,393,900
    
    
    
    239
    
    
    
    (2,875,000
    )
    
    
    (288
    )
    
    
    500,603
    
    
    
    
    
    
    
    
    
    
    
    500,554Share based compensation
(Note 7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    465,481
    
    
    
    
    
    
    
    
    
    
    
    465,481Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,324,348
    )
    
    
    
    
    
    
    (6,324,348
    )Change in value of available
for sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,089
    )
    
    
    (5,089
    )Balance,December 31, 2007
    
    
    5,618,127
    
    
    
    562
    
    
    
    
    
    
    
    
    
    
    
    20,174,023
    
    
    
    (6,144,919
    )
    
    
    
    
    
    
    14,029,666Share based compensation
(Note 7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    342,353
    
    
    
    
    
    
    
    
    
    
    
    342,353Series A convertible preferred
stock issued in a private
placement (Note 10)
    
    
    
    
    
    
    
    
    
    
    691
    
    
    
    
    
    
    
    2,210,000
    
    
    
    
    
    
    
    
    
    
    
    2,210,000Transaction Fees relating to a private
placement (Note 10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (248,745
    )
    
    
    
    
    
    
    
    
    
    
    (248,745
    )Series A convertible preferred stock
issued in a debt extingushiment
transaction with a related party (Notes 4 and 11)
    
    
    
    
    
    
    
    
    
    
    156
    
    
    
    
    
    
    
    187,149
    
    
    
    
    
    
    
    
    
    
    
    187,149Net gain on disposition in Facility
Transactions with related party
shareholder (Notes 4, 9 and 10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    349,597
    
    
    
    
    
    
    
    
    
    
    
    349,597Mason stock transfer and retirement of
Common and Series B Units (Note 9)
    
    
    (2,416,696
    )
    
    
    (242
    )
    
    
    
    
    
    
    
    
    
    
    242
    
    
    
    
    
    
    
    
    
    
    
    Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,714,620
    )
    
    
    
    
    
    
    (16,714,620
    )Balance, December 31, 2008
    
    
    3,201,431
    
    
    $
    320
    
    
    
    847
    
    
    $
    
    
    
    $
    23,014,619
    
    
    $
    (22,859,539
    )
    
    $
    
    
    
    $
    155,400
 
 (1)
    
    As of December 31, 2008 and 2007, there was 481,100 shares of common stock held in treasury by
the Company.  F-6




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##### Table of Contents



Juniper Content Corporation
 
 Consolidated Statements of Cash Flows
 PredecessorFor theFor the Year
    
    
    For the Year
    
    
    
    Nineteen DayEnded
    
    
    Ended
    
    
    
    Period EndedDecember 31,
    
    
    December 31,
    
    
    
    January 19,2008
    
    
    2007
    
    
    
    2007OPERATING ACTIVITIESNet loss
    
    $
    (16,714,620
    )
    
    $
    (6,324,348
    )
    
    
    $
    (47,337
    )Less: Net loss from discontinued operations
    
    
    (2,417,390
    )
    
    
    (1,585,201
    )
    
    
    
    Net loss from continuing operations
    
    
    (14,297,230
    )
    
    
    (4,739,147
    )
    
    
    $
    (47,337
    )Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:Depreciation and amortization
    
    
    2,495,598
    
    
    
    2,385,277
    
    
    
    
    25,845Share based compensation
    
    
    342,353
    
    
    
    465,481
    
    
    
    
    Loss on disposal of fixed assets
    
    
    10,106
    
    
    
    26,577
    
    
    
    
    Bad debt recovery
    
    
    28,368
    
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    (730,519
    )
    
    
    (2,456,253
    )
    
    
    
    Impairment of goodwill and intangible assets
    
    
    6,981,625
    
    
    
    Amortization of discount on securities held
in Trust Fund
    
    
    
    
    
    
    (30,886
    )
    
    
    
    Changes in operating assets and liabilities from continuing operations (net of acquisition of Firestone):Accounts receivable
    
    
    (107,408
    )
    
    
    (79,683
    )
    
    
    
    44,222Programming rights
    
    
    (264,219
    )
    
    
    (52,285
    )
    
    
    
    10,764Programming assets
    
    
    (8,962
    )
    
    
    (145,235
    )
    
    
    
    Prepaid expenses and other current assets
    
    
    7,760
    
    
    
    (138,386
    )
    
    
    
    315Other assets
    
    
    170
    
    
    
    4,238
    
    
    
    
    Accounts payable and accrued expenses
    
    
    113,696
    
    
    
    11,585
    
    
    
    
    (80,979
    )Programming obligations
    
    
    (42,591
    )
    
    
    214,767
    
    
    
    
    Deferred revenue
    
    
    
    
    
    
    
    
    
    
    
    (600
    )Deferred leases
    
    
    
    
    
    
    
    
    
    
    
    Income taxes payable
    
    
    (38,803
    )
    
    
    (12,280
    )
    
    
    
    Deferred rent
    
    
    (9,199
    )
    
    
    9,199
    
    
    
    
    Net cash used in operating activities of continuing operations
    
    
    (5,519,255
    )
    
    
    (4,537,031
    )
    
    
    
    (47,770
    )Net cash used in operating activities of discontinued operations
    
    
    (1,122,554
    )
    
    
    (1,579,407
    )
    
    
    
    INVESTING ACTIVITIESMaturities of Securities held in Trust Fund
    
    
    
    
    
    
    15,477,888
    
    
    
    
    Purchases of property and equipment
    
    
    (12,924
    )
    
    
    (129,835
    )
    
    
    
    Proceeds from sale of property and equipment
    
    
    6,929
    
    
    
    
    
    
    
    
    Merger costs paid, net of cash acquired
    
    
    
    
    
    
    (1,167,997
    )
    
    
    
    Net cash (used in) provided by investing activities of
continuing operations
    
    
    (5,995
    )
    
    
    14,180,056
    
    
    
    
    Net cash used in investing activities of
discontinued operations
    
    
    (89,422
    )
    
    
    (205,546
    )
    
    
    
    FINANCING ACTIVITIESNet proceeds received from series A preferred stock
    
    
    1,961,255
    
    
    
    
    
    
    
    
    500,000Net payments on line-of-credit
    
    
    
    
    
    
    
    
    
    
    
    (694,000
    )Payments on long term debt, related party
    
    
    
    
    
    
    
    
    
    
    
    (100,000
    )Restricted cash
    
    
    (1,199
    )
    
    
    (94,092
    )
    
    
    
    Payments for redemptions of Class B Common Stock
    
    
    
    
    
    
    (2,588,318
    )
    
    
    
    Proceeds from borrowings on long-term debt
    
    
    
    
    
    
    
    
    
    
    
    339,999Net cash provided by (used in) financing activities of
continuing operations
    
    
    1,960,056
    
    
    
    (2,682,410
    )
    
    
    
    45,999Net (decrease) increase in cash and cash equivalents
    
    
    (4,777,170
    )
    
    
    5,175,662
    
    
    
    
    (1,771
    )Cash and Cash EquivalentsBeginning of period
    
    
    5,251,163
    
    
    
    75,501
    
    
    
    
    5,562End of period
    
    $
    473,993
    
    
    $
    5,251,163
    
    
    
    $
    3,791Supplemental disclosure of cash flow informationCash paid for income taxes
    
    $
    
    
    
    $
    47,000
    
    
    
    $
    Cash paid for interest
    
    $
    137,757
    
    
    $
    142,696
    
    
    
    $
    21,946Supplemental disclosure of non-cash activity in continuing opeartionsValue of common stock and warrants issued in Merger
    
    $
    
    
    
    $
    6,611,750
    
    
    
    $
    Supplemental disclosure of non-cash activity in discontinued operationsValue of Preferred stock issued in Facility Transactions
    
    $
    187,149
    
    
    $
    
    
    
    
    $
    Exchange of fixed assets for extinguishment of debt
    
    $
    2,180,806
    
    
    $
    
    
    
    
    $
    Extinguishment of debt, net of debt discount
    
    $
    2,717,552
    
    
    $
    
    
    
    
    $
    
  F-7




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##### Table of Contents



Juniper Content Corporation
 
 Notes to Consolidated Financial Statements
 NOTE 1  ORGANIZATION AND BUSINESS OPERATIONS
 ¡Sorpresa! ¡Sorpresa!
    ¡Sorpresa!
   ¡Sorpresa!
 F-8




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 ¡Sorpresa!
  NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation of Consolidated Financial Statements
 Accounting for Impairment or
Disposal of Long-Lived Assets SFAS No. 144
 Predecessor
  Revenue Recognition
 Revenue Recognition
 F-9




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
   Television Network Subscription Revenue
  Advertising Revenue
 Television Network Advertising Revenue
  Digital Media Advertising Revenue
  F-10




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 Accounting for Revenue Arrangements with Multiple Deliverables.
 Programming Rights and Obligations
 Financial Reporting by Broadcasters SFAS
No. 63"
 Use of Estimates
  Fair Value of Financial Instruments
  Cash and Cash Equivalents
 F-11




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
  Restricted Cash
  Allowance for Doubtful Accounts
  Property and Equipment
   Broadcasting equipment
    
    7 yearsStudio equipment
    
    5 yearsProgramming equipment
    
    3 yearsOther equipment
    
    5 yearsFurniture & fixtures
    
    7 yearsLeasehold Improvements
    
    7 years
 Goodwill
 Business Combinations SFAS No. 142 Goodwill and Intangible Assets,
 F-12




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Juniper Content Corporation
Notes to Consolidated Financial Statements
   Impairment of Intangible Assets and other Long-Lived Assets
  F-13




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
  Deferred Rent
  Advertising Expense
  Net Income (Loss) Per Share
 Earnings Per Share
 Share-Based Compensation
 Share-Based Payment
 F-14




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
  Income Taxes
 Income Taxes SFAS No. 109
   Accounting For Uncertainty in Income Taxes
 F-15




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 Registration Payment Arrangements
 Accounting for Registration Payment Arrangements
 Recently Issued Accounting Pronouncements
 Determining Whether an
Instrument (or Embedded Feature) Is Indexed to an Entitys Own Stock
  Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 F-16




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
  Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active
 Fair Value Measurements
 NOTE 3  MERGER
   Value of 2,676,127 shares of Common Stock
    
    $
    6,529,750Value of warrants
    
    
    82,000Total value of equity issued
    
    $
    6,611,750Acquisition costs
    
    
    1,608,390Total purchase price
    
    $
    8,220,140
 F-17




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
   NOTE 4  DISCONTINUED OPERATIONS AND FACILITY TRANSACTIONS
    F-18




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
    F-19




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 Assets and Liabilities of Discontinued Operations
 December 31,2008
    
    
    2007Cash
    
    $
    
    
    
    $
    Receivables
    
    
    
    
    
    
    3,675Prepaids and other current assets
    
    
    
    
    
    
    Current Assets
    
    
    
    
    
    
    3,675Property, plant and equipment, net
    
    
    
    
    
    
    2,596,174Intangible assets, net
    
    
    
    
    
    
    Noncurrent assets
    
    
    
    
    
    
    2,596,174Total assets
    
    $
    
    
    
    $
    2,599,849Accounts payable
    
    $
    
    
    
    $
    204,578Deferred revenue
    
    
    
    
    
    
    44,847Total Current Liabilities
    
    
    
    
    
    
    249,425Long-term debt, related party, net
    
    
    
    
    
    
    2,642,585Deferred tax liability, net
    
    
    
    
    
    
    216,824Total Liabilities
    
    $
    
    
    
    $
    2,859,409
 Results of Operations of Discontinued Operations
 For the years ended December 31,2008
    
    
    2007Revenues
    
    $
    850,707
    
    
    $
    1,086,132Loss from operations
    
    
    (2,421,495
    )
    
    
    (2,110,478
    )Other income (expense):
    
    
    (212,719
    )
    
    
    (228,408
    )Loss from discontinued operations before
benefit for income taxes
    
    
    (2,634,214
    )
    
    
    (2,338,886
    )Benefit for income taxes
    
    
    (216,824
    )
    
    
    (753,685
    )Loss from discontinued operations,
net of tax benefit
    
    $
    (2,417,390
    )
    
    $
    (1,585,201
    )
 F-20




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 NOTE 5  PROPERTY AND EQUIPMENT
  2008
    
    
    2007Leasehold improvements
    
    $
    
    
    
    $
    11,353Other equipment
    
    
    30,509
    
    
    
    30,589Furniture and fixtures
    
    
    
    
    
    
    87,892Property and equipment
    
    
    30,509
    
    
    
    129,834Accumulated depreciation and amortization
    
    
    (8,573
    )
    
    
    (10,493
    )Property and equipment, net
    
    $
    21,936
    
    
    $
    119,341
  NOTE 6  GOODWILL AND INTANGIBLE ASSETS
  December 31,2008
    
    
    2007Goodwill (Note 2)
    
    $
    
    
    
    $
    157,166Intangible assets with definite lives, net
    
    
    171,084
    
    
    
    10,160,342Total goodwill and intangible assets, net
    
    $
    171,084
    
    
    $
    10,317,508
  F-21




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
  Provision for
    
    
    Provision forEstimated
    
    
    
    
    
    
    
    
    
    
    impairment -
    
    
    impairment -
    
    
    NetUseful Life
    
    
    Original
    
    
    Accumulated
    
    
    Continuing
    
    
    Discontinued
    
    
    Carrying(Years)
    
    
    Cost
    
    
    Amortization
    
    
    Operations
    
    
    Operations
    
    
    ValueSubscribers
    
    5 years
    
    $
    9,500,000
    
    
    $
    3,706,301
    
    
    $
    5,793,699
    
    
    $
    
    
    
    $
    Favorable Lease
    
    5 years
    
    
    600,000
    
    
    
    224,219
    
    
    
    
    
    
    
    375,781
    
    
    
    Customers
    
    5 years
    
    
    500,000
    
    
    
    181,698
    
    
    
    71,179
    
    
    
    247,123
    
    
    
    Marketing
    
    5 years
    
    
    1,000,000
    
    
    
    390,137
    
    
    
    609,863
    
    
    
    
    
    
    
    Employment
    
    3 years
    
    
    1,121,250
    
    
    
    702,498
    
    
    
    247,668
    
    
    
    
    
    
    
    171,084$
    12,721,250
    
    
    $
    5,204,853
    
    
    $
    6,722,409
    
    
    $
    622,904
    
    
    $
    171,084
  EstimatedUseful Life
    
    
    Original
    
    
    Accumulated
    
    
    Net Carrying(Years)
    
    
    Cost
    
    
    Amortization
    
    
    ValueSubscribers
    
    5 years
    
    $
    9,500,000
    
    
    $
    1,806,301
    
    
    $
    7,693,699Favorable Lease
    
    5 years
    
    
    600,000
    
    
    
    114,082
    
    
    
    485,918Customers
    
    5 years
    
    
    500,000
    
    
    
    95,068
    
    
    
    404,932Marketing
    
    5 years
    
    
    1,000,000
    
    
    
    190,137
    
    
    
    809,863Employment
    
    3 years
    
    
    1,121,250
    
    
    
    355,320
    
    
    
    765,930$
    12,721,250
    
    
    $
    2,560,908
    
    
    $
    10,160,342
   NOTE 7  SHARE-BASED COMPENSATION
 Stock-Based Compensation Plan
  F-22




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
    2008
    
    2007Volatility
    
    
    67  72
    %
    
    
    43  72
    %Risk free rate
    
    
    1.26  4.27
    %
    
    
    3.23  4.83
    %Expected term (in years)
    
    
    3.5  6
    
    
    
    3.5  6Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
   Stock-Based Compensation Plan
 F-23




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 WeightedWeighted
    
    
    
    
    
    AverageAverage
    
    Weighted
    
    RemainingExercise
    
    Average
    
    Contractual
    
    IntrinsicOptions
    
    Price ($)
    
    Fair Value ($)
    
    Life (Years)
    
    Value (1)Nonvested at December 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    894,000
    
    
    
    3.20
    
    
    
    1.11Forfeited
    
    
    (32,000
    )
    
    
    3.20
    
    
    
    1.10Outstanding at December 31, 2007
    
    
    862,000
    
    
    
    3.20
    
    
    
    1.39
    
    
    
    3.25
    
    
    
    Exercisable at December 31, 2007
    
    
    162,500
    
    
    
    3.43
    
    
    
    1.48
    
    
    
    3.25
    
    
    
    Nonvested at December 31, 2007
    
    
    862,000
    
    
    
    3.20
    
    
    
    1.39
    
    
    
    
    
    
    
    Granted
    
    
    174,500
    
    
    
    0.69
    
    
    
    0.36Forfeited
    
    
    (281,000
    )
    
    
    2.73
    
    
    
    1.14
    
    
    
    Outstanding at December 31, 2008
    
    
    755,500
    
    
    
    2.94
    
    
    
    
    
    
    
    6.80
    
    
    
    Exercisable at December 31, 2008
    
    
    332,000
    
    
    
    2.77
    
    
    
    
    
    
    
    7.47
    
    
    
    
 
 (1)
    
    All options were out-of-the-money at December 31, 2008 and 2007.   Year ending December 31, 2009
    
    $
    265,305Year ending December 31, 2010
    
    
    63,235Year ending December 31, 2011
    
    
    2,607$
    331,147
 NOTE 8  COMMITMENTS AND CONTINGENCIES
 Employment Agreements
  F-24




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 Employment Contracts2009
    
    $
    450,0002010
    
    
    18,750Thereafter
    
    
    $
    468,750
  Facility Leases
    2009
    
    $
    192,3202010
    
    
    193,0522011
    
    
    192,260Thereafter
    
    
    77,083$
    654,715
 NOTE 9  RELATED PARTY TRANSACTIONS
    F-25




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
     NOTE 10  CAPITAL STOCK
 Preferred Stock
  Issuance of Series A Convertible Preferred Stock
   F-26




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
     Common Stock
  Warrants
  F-27




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 2008
    
    2007Warrants
    
    Warrants
    
    Exercise Price
    
    ExpirationFounders warrantsClass W
    
    
    812,500
    
    
    
    812,500
    
    
    $
    5.00
    
    
    July 12, 2010Class Z
    
    
    812,500
    
    
    
    812,500
    
    
    $
    5.00
    
    
    July 12, 2012Warrants issued in connection with IPOClass W
    
    
    2,767,665
    
    
    
    2,807,500
    
    
    $
    5.00
    
    
    July 12, 2010Class Z
    
    
    2,767,665
    
    
    
    2,807,500
    
    
    $
    5.00
    
    
    July 12, 2012Warrants issued in connection with MergerClass W
    
    
    125,000
    
    
    
    125,000
    
    
    $
    5.00
    
    
    July 12, 2010Class Z
    
    
    125,000
    
    
    
    125,000
    
    
    $
    5.00
    
    
    July 12, 2012Warrants issued in connection with
private placementClass A
    
    
    345,312
    
    
    
    
    
    
    $
    0.01
    
    
    February 28, 2013Class B
    
    
    172,656
    
    
    
    
    
    
    $
    2.50
    
    
    February 28, 2013Class C
    
    
    172,657
    
    
    
    
    
    
    $
    5.00
    
    
    February 28, 2013Rebate warrants
    
    
    96,688
    
    
    
    
    
    
    $
    1.00
    
    
    February 28, 20138,197,643
    
    
    
    7,490,000
   Purchase Option
  F-28




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Juniper Content Corporation
Notes to Consolidated Financial Statements
  NOTE 11  RISK CONCENTRATIONS
 Concentration of Credit Risk
  Customer Concentrations
     NOTE 12  TAXES
  Year Ended December 31,2008
    
    
    2007Current (benefit) provision:Federal
    
    $
    
    
    
    $
    State and local
    
    
    
    
    
    
    Deferred (benefit)
    
    
    (730,519
    )
    
    
    (2,456,253
    )(Benefit) for income taxes
    
    $
    (730,519
    )
    
    $
    (2,456,253
    )
   F-29




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 December 31,2008
    
    2007Deferred tax assets:Federal carry forward losses
    
    $
    1,178,533
    
    
    $
    4,310,090State and local carry forward losses
    
    
    572,869
    
    
    
    275,326Stock compensation
    
    
    334,339
    
    
    
    180,828Other, net
    
    
    14,035
    
    
    
    4,933Gross deferred tax assets
    
    
    2,099,776
    
    
    
    4,771,177Less valuation allowance
    
    
    (2,039,192
    )
    
    
    (1,563,853
    )Net deferred tax asset
    
    
    60,584
    
    
    
    3,207,324Deferred tax liabilities:Depreciation
    
    
    (2,415
    )
    
    
    (3,924
    )Intangibles
    
    
    (58,169
    )
    
    
    (3,933,919
    )Net deferred tax liabilities
    
    
    (60,584
    )
    
    
    (3,937,843
    )Net deferred tax assets (liabilities)
    
    $
    (0
    )
    
    $
    (730,519
    )
   2008
    
    2007Statutory U.S. rate (benefit)
    
    
    -34.0
    %
    
    
    -34.0
    %State income taxes, net of federal benefit
    
    
    0.0
    %
    
    
    0.1
    %Sale of assets
    
    
    3.8
    %
    
    
    0.0
    %Change in valuation allowance
    
    
    26.3
    %
    
    
    0.0
    %Non deductible expenses and other
    
    
    -1.0
    %
    
    
    -0.2
    %-4.9
    %
    
    
    -34.1
    %
  F-30




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
 Balance at January 1, 2008
    
    $
    - 0 -Additions for net limitations of operating loss carry-forwards
    
    
    4,935,697Balance at December 31, 2008
    
    $
    4,935,697
   NOTE 13  SUBSEQUENT EVENTS
 Private Placement
  Lease Surrender
  Firestone Facility Lease
 F-31




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##### Table of Contents



Juniper Content Corporation
Notes to Consolidated Financial Statements
  F-32




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##### Table of Contents



SIGNATURES
 th
 JUNIPER CONTENT CORPORATIONBy:
    /s/ Stuart B. RekantStuart B. RekantChairman and Chief Executive Officer
(Principal Executive Officer)  Name
    
    Title
    
    Date/s/ Stuart B. Rekant

Stuart B. Rekant
    
    Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)
    
    April 16, 2009/s/ Herbert J. Roberts

Herbert J. Roberts
    
    Senior Vice President, Chief
Financial Officer and Secretary
(Principal Accounting Officer
and Principal Financial
Officer)
    
    April 16, 2009/s/ Steven G. Chrust

Steven G. Chrust
    
    Director
    
    April 16, 2009
 41