JUNIPER GROUP INC - FORM 10-Q/A

Attached files

file	filename
EX-32 - EXHIBIT 32 FOR AMENDED 10Q QUARTER ENDING MARCH 31, 2010 - JUNIPER GROUP INC	restatedexhibit_32.htm
EX-31 - EXHIBIT 31 FOR AMENDED 10Q QUARTER ENDING MARCH 31, 2010 - JUNIPER GROUP INC	restatedexhibit_31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q /A

Amendment No. 1

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

¨ 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 0-19170

[Missing Graphic Reference]

(Exact name of small business issuer as specified in its charter)

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

20283 State Road 7, Suite 300

Boca Raton, Florida 33498

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

(Address of principal executive offices)

(561) 807-8990

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

(Issuer's telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer 

Accelerated Filer 

Non-Accelerated Filer 

Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No x

Number of shares outstanding of the issuer’s common stock as of the latest practicable date: 176,832,388 shares of common stock, $.0001 par value per share, as of May 12, 2010.

EXPLANATORY NOTE

We are filing this amendment to our Form 10-Q for the quarter ended March 31, 2010 to correct the calculation pertaining to the derivative liability relating to convertible debentures and the resulting gain on adjustment of derivative and warrant liabilities to fair value.

JUNIPER GROUP, INC. and SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

INDEX

PART I:	FINANCIAL INFORMATION	PAGE NO.

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009 (audited)	4

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (unaudited)	6

	Condensed Consolidated Statement of Changes in Stockholders’ Deficit (unaudited) for the three months ended March 31, 2010	7

	Notes To Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition	18

Item 4.	Controls and Procedures	24

PART II:	OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Removed and Reserved	29

Item 5.	Other Information	29

Item 6.	Exhibits	29

	SIGNATURES	30

	Index to Exhibits	31

- 2 -

PART 1. FINANCIAL INFORMATION

As used herein, the terms “Us,” “Ours,” “We,” "Juniper" or "the Company" refers to Juniper Group, Inc., a Nevada corporation, its subsidiary corporations and predecessors unless otherwise indicated. The accompanying unaudited, condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of our financial position, results of operations, cash flows and stockholders' equity in conformity with generally accepted accounting principles in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

This Quarterly Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. In this Quarterly Report there are statements concerning our future operating and future financial performance. Words such as “expects”, “anticipates”, “believes”, “estimates”, “may”, “will”, “should”, “could”, “potential”, “continue”, “intends”, “plans” and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors. Factors that may cause such differences to occur include, but are not limited to:

the level of our revenues;

competition from existing competitors and new competitors entering our industry;

demand for our services;

the cost of industry conditions;

changes in the laws or regulations affecting the industry in which we operate;

the outcome of litigation and other proceedings, including the matters described under Part II, Item 1. Legal Proceedings and Note 10 of the condensed consolidated financial statements;

general economic conditions in the areas in which we operate;

the state of the market for debt securities and bank loans;

the level of our expenses; and

the factors described in our filings with the Securities and Exchange Commission, including under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

- 3 -

Item 1. Financial Statements

JUNIPER SERVICES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

				March 31,		December 31,
				2010		2009
				(Unaudited)		(Audited)
ASSETS

Current Assets
		Cash	$	35,966	$	87,663
		Accounts receivable-trade (net of allowance)		201,999		466,041
		Unbilled accounts receivable		600,933		99,462
		Inventory		13,844		-
		Prepaid expenses and other current assets		49,775		33,679
		Total current assets		902,517		686,845

Property and equipment, net				154,975		122,034
Note receivable				605,000		605,000
Other assets				14,050		14,050
Total assets			$	1,676,542	$	1,427,929

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
		Accounts payable and accrued expenses	$	3,182,820	$	2,802,868
		Notes payable and capitalized leases – current portion		2,283,374		2,256,056
		Preferred stock dividend payable		48,675		47,154
		Due to officer		917,958		866,503
		Due to shareholders & related parties		12,495		12,495
		Total current liabilities		6,445,322		5,985,076

Notes payable and capitalized leases, less current portion				1,036,563		924,336
Derivative liability related to convertible debentures				14,191,684		16,053,105
Warrant liability related to convertible debentures				3,449		7,550

Total liabilities				21,677,018		22,970,067

Stockholders’ Deficit:

12% Non-voting convertible redeemable preferred stock: $0.10 par value, 25,357 shares authorized: 25,357 shares issued and outstanding at March 31, 2010 and December 31, 2009: aggregate liquidation preference, $50,714 at March 31, 2010 and December 31, 2009


				2,536		2,536
Voting convertible redeemable series B preferred stock: $0.10 par value 135,000 shares authorized: 106,294 shares issued and outstanding at March 31, 2010, and 106,670 shares issued and outstanding at December 31, 2009

				10,629		10,667
Voting convertible redeemable series C preferred stock: $0.10 par value 300,000 shares authorized, issued and outstanding at March 31, 2010 and December 31, 2009
				30,000		30,000
Voting non-convertible series D preferred stock: $0.001 par value 6,500,000 shares authorized, issued and outstanding at March 31, 2010 and December 31, 2009
				6,500		6,500
Voting non-convertible series E preferred stock: $0.001 par value, 100,000,000 shares authorized: 31,000,000 shares issued and outstanding at March 31, 2010 and December 31, 2009
				31,000		31,000
Common Stock: $0.0001 par value, 10,000,000,000 shares authorized; 142,946,426 shares issued and outstanding at March 31, 2010 and 81,807,548 shares issued and outstanding at December 31, 2009
				14,295		8,181
Additional paid-in capital:
	Attributed to 12% preferred stock non-voting			22,606		22,606
	Attributed to series B preferred stock voting			2,433,113		2,444,367
	Attributed to series C preferred stock voting			22,000		22,000
	Attributed to common stock			23,789,330		23,628,851
Accumulated deficit				(46,362,486)		(47,748,846)

Total stockholders’ deficit				(20,000,477)		(21,542,138)

Total liabilities & stockholders’ deficit			$	1,676,542	$	1,427,929

See Notes to Condensed Consolidated Financial Statements

- 4 -

JUNIPER GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (UNAUDITED)

			Three Months Ended March 31,
			2010		2009

Revenues:
	Wireless infrastructure services	$	990,671	$	-
Total revenues			990,671		-

Operating costs:
	Wireless infrastructure services		813,660		3,974
Total operating costs			813,660		3,974

Gross profit (loss)			177,011		(3,974)

Costs and expenses:
	Selling, general and administrative expenses		562,094		254,399
	Impairment of film licenses		-		27,563
Total costs and expenses			562,094		281,962

Net (loss) before other income (expense)			(385,083)		(285,936)

Other income (expense):
	Gain on adjustment of derivative and warrant liabilities to fair value		2,156,772		44,738,799
	Amortization of debt discount		(245,019)		(169,555)
	Interest expense		(138,789)		(111,878)
	Settlement Income		-		13,000
			1,772,964		44,470,366

Income before provision for income taxes			1,387,881		44,184,430

Provision for income taxes			-		-

Income before preferred stock dividends			1,387,881		44,184,430

Preferred stock dividend			(1,521)		(1,521)

Net income available to common stockholders		$	1,386,360	$	44,182,909

Weighted average number of shares outstanding			99,983,471		1,195,947
Basic net income per common share		$	0.01	$	36.94
Fully diluted weighted average number of shares o/s			117,430,273		1,866,548
Fully diluted net income per common share		$	0.01	$	23.67

See Notes to Condensed Consolidated Financial Statements

- 5 -

JUNIPER GROUP, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(UNAUDITED)

			Three Months Ended March 31,
			2010		2009
Operating Activities:
Net income		$	1,386,360	$	44,182,909
Adjustments to reconcile net cash provided by operating activities:
	Unrealized (gain) loss of derivative liabilities		(2,156,772)		(44,738,798)
	Amortization of debt discount		245,019		169,555
	Depreciation		7,955		1,032
	Issuance of convertible debentures in exchange for goods and services		49,956		-
Changes in operating assets and liabilities:
	Accounts receivable		264,042		-
	Unbilled accounts receivable		(501,471)		-
	Inventory		(13,844)		-
	Prepaid and other current assets		(16,097)		12,508
	Accounts payable and accrued expenses		542,352		61,379
	Due to officers and shareholders		51,455		91,847
	Preferred stock dividend payable		1,521		1,521
Net cash used in operating activities			(139,524)		(218,047)

Investing activities:
	Purchase of equipment and licenses		(27,107)		-
Net cash used for investing activities:			(27,107)		-

Financing activities:
	Repayment of borrowings		(25,166)		(14,445)
	Proceeds from borrowings		140,100		221,555
Net cash provided by financing activities:			114,934		207,110

Net cash increase in cash and equivalents			(51,697)		(10,937)
Cash at beginning of the period			87,663		7
Cash at end of the period		$	35,966	$	(10,930)
Supplemental cash information:
Interest paid		$	-	$	429
Taxes paid		$	-	$	-

See Notes to Condensed Consolidated Financial Statements

- 6 -

JUNIPER GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
AS OF MARCH 31, 2010 (UNAUDITED)
	Preferred Stock				Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Series E Preferred Stock			Common Stock			Accumulated Deficit		Total Stockholders’ Deficit
	Shares		Par	APIC	Shares	Par	APIC	Shares	Par	APIC	Shares	Par	APIC	Shares	Par	APIC	Shares	Par	APIC

Balances at December 31, 2009	25,357	$	2,536	22,606	106,670	10,667	2,444,367	300,000	30,000	22,000	6,500,000	6,500	-	31,000,000	31,000	-	81,807,548	8,181	23,628,851	(47,748,846)	$	(21,542,138)

Common stock issued in exchange for Series B preferred stock					(376)	(38)	(11,254)										4,577,000	457	10,835			-
Common Stock issued in exchange of convertible debentures																	56,561,878	5,657	149,644			155,301
Net income																				1,386,360		1,386,360
Balances at March 31, 2010	25,357	$	2,536	22,606	106,294	10,629	2,433,113	300,000	30,000	22,000	6,500,000	6,500	-	31,000,000	31,000	-	142,946,426	14,295	23,789,330	(46,362,486)	$	(20,000,477)

See Notes to Condensed Consolidated Financial Statements

- 7 -

JUNIPER GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BUSINESS

Our wireless infrastructure services operating subsidiaries primarily focus their activities in the Eastern and Central United States, under a new business model and with new management and new staff. Our focus in 2009 has been on the rebuilding and investing in our wireless infrastructure services after certain alleged actions by former disloyal employees for breaches of various contractual and fiduciary duties owed to the Company, resulting in a reduction in construction activity by major customers. (See Part II Item I – Legal Proceedings) Our intention is to rebuild our presence in order to be able to support the increased demand in the deployment of wireless/tower system services with leading wireless telecommunication companies in providing them with maintenance and upgrading of wireless telecommunication network sites, site acquisitions, site surveys, co-location facilitation, tower construction and antenna installation to tower system integration, hardware and software installations.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements for Juniper Group, Inc. and Subsidiaries (“Juniper” or “the Company”) have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company’s most recent annual consolidated financial statements and notes thereto included in its December 31, 2009 Annual Report on Form 10-K. Operating results for the three ended months March 31, 2010 are not indicative of the results that may be expected for the year ending December 31, 2010.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Standards Codification. In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance now codified under Accounting Standards Codification (“ASC”) Topic 105-10, which establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with GAAP. ASC Topic 105-10 explicitly recognizes rules and interpretive releases of the SEC under federal securities laws as authoritative GAAP for Securities and Exchange Commission (“SEC”) registrants. Upon adoption of this guidance under ASC Topic 105-10, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative. The guidance under ASC Topic 105-10 became effective for the Company as of December 31, 2009. References made to authoritative FASB guidance throughout this document have been updated to the applicable Codification section.

Consolidation. The condensed consolidated financial statements include the accounts of Juniper and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

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

Revenue and Cost Recognition. In the wireless infrastructure construction services, the Company enters into contracts principally on the basis of competitive bids, the final terms and prices of which are frequently negotiated with the customer. Although the terms of its contracts vary considerably, most services are made on a cost- plus or time and materials basis. The Company completes most projects within six months.

- 8 -

The Company follows the guidance in the ASC 605-25 in recognizing income. Revenue is recognized when all of the following conditions exist: persuasive evidence of an arrangement exists; services have been rendered or delivery occurred; the price is fixed or determinable; and collectability is reasonably assured. The actual costs required to complete a project and, therefore, the profit eventually realized, could differ materially in the near term. Costs in excess of billings on uncompleted contracts are shown as a current asset. Anticipated losses on contracts, if any, are recognized when they become evident.

Revenue from film distribution service is recognized when the license period begins and the licensee and the Company become contractually obligated under a non-cancelable agreement. All revenue recognition for license agreements is in compliance with the ASC 926-10.

Accounts Receivable. Accounts receivable is stated at the amount billable to customers. The Company provides allowances for doubtful accounts, which are based upon a review of outstanding receivables, historical performance and existing economic conditions. Accounts receivable are ordinarily due 30 to 60 days after issuance of the invoice. The Company establishes reserves against receivables by customers whenever it is determined that there may be corporate or market issues that could eventually affect the stability or financial status of these customers or their payments to the Company. The Company’s policy is not to accrue interest on past due trade receivable. Unbilled receivables represent revenue on uncompleted infrastructure construction and installation contracts that are not yet billed or billable, pursuant to contract terms.

Concentration of Credit Risk. Financial instruments which potentially subject the Company to significant concentrations of credit risk are principally trade accounts receivable. Concentration of credit risk with respect to the technology and entertainment services segment is primarily subject to the financial condition of the segment's largest customers.

Property and Equipment. Expenditures for normal repairs and maintenance are charged to operations as incurred. The cost of property or equipment retired are otherwise disposed of and the related accumulated depreciation are removed from the accounts in the period of disposal with the resulting gain or loss reflected in earnings or in the cost of the replacement. Depreciable life ranges from 3 to 5 years. Property and equipment including assets under capital leases are stated at cost. Depreciation is computed generally on the straight-line method for financial reporting purposes over their estimated useful lives.

Financial Instruments. The estimated fair values of accounts payable and accrued expenses approximate their carrying values because of the short maturity of these instruments. The Company's debt (i.e., notes payable, convertible debentures and other obligations) does not have a ready market. These debt instruments are shown on a discounted basis using market rates applicable at the effective date. If such debt were discounted based on current rates, the fair value of this debt would not be materially different from their carrying value.

ASC 815-10 requires that due to indeterminable number of shares which might be issued the imbedded convertible host debt feature of the Callable Secured Convertible Notes, the Company is required to record a liability relating to both the detachable warrants and embedded convertible feature of the notes payable (included in the liabilities as a “derivative liability”) and to all other warrants issued and outstanding as of December 28, 2005, except those issued to employees. The result of adjusting these derivative liabilities to market generated an unrealized gain of approximately $2.2 million and $44.7 million for the three months ended March 31, 2010 and 2009, respectively.

Stock-Based Compensation. In February 2007, the Financial Accounting Standards Board (“FASB”) ASC 825-10 which provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We have adopted this process. There was no compensation expense for stock options calculated in 2010 and 2009.

- 9 -

Derivative Instruments. Effective December 28, 2005, the Company adopted ASC 815. ASC 815 requires that all derivative instruments be recorded on the balance sheet at fair value. Changes in the fair value of derivatives are reported as other income or expense in the period of the change.

Income Taxes. The Company provides for income taxes in accordance with ASC 740-10 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities.

Net Income (loss) per Common Share. Earnings per share have been calculated in accordance with Topic 260 “Earnings Per Share” (“EPS”). Topic 260 requires dual presentation of basic EPS and diluted EPS for all entities with complex capital structures. Basic EPS is computed as net income divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants and convertible debentures.

Net income per common share for the three months ended March 31, 2010 and 2009 has been computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding throughout the quarter of 99,204,288 and 1,195,947, respectively.

All of the weighted average number of common shares outstanding has been adjusted to reflect the one-for-five hundred reverse stock split on August 27, 2009.

Warrants Issued With Convertible Debt. The Company has issued and anticipates issuing warrants along with debt and equity instruments to third parties. These issuances are recorded based on the fair value of these instruments. Warrants and equity instruments require valuation using the Black-Scholes model and other techniques, as applicable, and consideration of assumptions including but not limited to the volatility of the Company’s stock, and expected lives of these equity instruments.

Reclassifications. Certain amounts in the 2009 condensed consolidated financial statements were reclassified to conform to the 2010 presentation.

New Accounting Pronouncements. In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No.168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No.162 (the “Codification”) The Codification reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setters into a single source of authoritative accounting principles arranged by topic. The Codification supersedes all existing U.S. accounting standards; all other accounting literature not included in the Codification (other than Securities and Exchange Commission guidance for publicly-traded companies) is considered non-authoritative. The Codification is effective on a prospective basis for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification changed how the Company refers to U.S. GAAP accounting standards but did not impact the Company’s results of operations, financial position or liquidity.

In May 2009, the FASB issued new guidance for accounting for subsequent events. The new guidance, which is now part of Accounting Standards Codification (“ASC”) 855, incorporates the subsequent events guidance contained in the auditing standards literature into authoritative accounting literature. It also requires entities to disclose the date through which they have evaluated subsequent events and whether the date corresponds with the release of their financial statements. ASC 855 is effective for all interim and annual periods ending after September 15, 2009. We adopted ASC 855 upon its issuance and it had no material impact on our financial statements.

Film Licenses. Film costs are stated at the lower of estimated net realizable value determined on an individual film basis, or cost, net of amortization. Film costs represent the acquisition of film rights for cash and guaranteed minimum payments.

Producers retain a participation in the profits from the sale of film rights; however, producers' share of profits is earned only after payment to the producer exceeds the guaranteed minimum, where minimum guarantees exist. In these instances, the Company records as participation expense an amount equal to the producer’s share of the profits. The Company incurs expenses in connection with its film licenses, and in accordance with license agreements, charges these expenses against the liability to producers. Accordingly, these expenses are treated as payments under the film license agreements. When the Company is obligated to make guaranteed minimum payments over periods greater than one year, all long term payments are reflected at their present value. Accordingly, in such case, original acquisition costs represent the sum of the current amounts due and the present value of the long term payments.

- 10 -

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

The Company is currently directing all its resources and efforts toward building the Company's wireless infrastructure services business. Due to the limited availability of capital, personnel and resources, the volume of film sales activity has been significantly diminished. Although we have not fully discontinued the film distribution business, due to the limited availability of capital and personnel management has determined that it will not aggressively devote resources of the Company in this area.

Subsequent Events. In preparing the accompanying condensed consolidated financial statements, in accordance with FASB ASC No. 855, the Company has reviewed events that have occurred after March 31, 2010, through the date of issuance of the financial statements on May 13, 2010. During this period the Company did not have any material subsequent events that have not been disclosed herein.

NOTE 4 - PREPAID EXPENSES

At March 31, 2010 and December 31, 2009, prepaid expenses and other current assets consisted primarily of prepaid insurance and legal expenses of approximately $46,300 and $25,000, respectively.

NOTE 5 - PROPERTY AND EQUIPMENT

Depreciation expense for the three months ended March 31, 2010 and 2009 was $7,956 and $1,032, respectively. At March 31, 2010 and December 31, 2009, property and equipment consisted of the following:

		March 31,		December 31,
		2010		2009
Vehicles	$	62,266	$	62,266
Equipment		125,626		85,662
Website costs		44,063		43,131
Leasehold improvements		23,337		23,337
Furniture and fixtures		25,388		25,388
Total property and equipment		280,680		239,784
Accumulated depreciation		125,705		117,750
Property and equipment, net	$	154,975	$	122,034

- 11 -

NOTE 6 – CONVERTIBLE DEBENTURES AND NOTES PAYABLE

The following is a summary of the convertible debentures and notes payable on the balance sheet at March 31, 2010 and December 31, 2009.

		March 31,		December 31,
Description		2010		2009
Note payable to bank	$	321,907	$	321,907
Notes payable to others		78,331		106,207
Callable Secured Convertible Notes (net of unamortized debt discount of $428,136 at March 31, 2010 and $576,782 at December 31, 2009)		2,103,978		1,955,330
2009 Convertible Notes (net of unamortized debt discount of $725,696 at March 31, 2010 and $810,970 at December 31, 2009)		246,804		176,530
Convertible Notes (net of unamortized debt discount of $1,422,243 at March 31, 2010 and $1,142,079 December 31, 2009)		568,917		620,418
		3,319,937		3,180,392
Less current portion		2,283,374		2,256,056
	$	1,036,563	$	924,336

A subsidiary of the Company had a bank line of credit of approximately $322,000, including accrued interest, all of which was outstanding at December 31, 2007 at an interest rate of 7.75% with a maturity on June 6, 2008. The obligation to the bank has not been repaid and remains payable at December 31, 2009.

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

Notes payable includes the settlement of a lawsuit against a former consultant for $310,000. Monthly payments are approximately $7,200.

Callable Secured Convertible Notes. The Company has entered into a series of Securities Purchase Agreements with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively referred to hereinafter as “NIR Group”) starting in December 28, 2005, with the last financing for $50,000 occurring on March 11, 2009. Various Callable Secured Notes (the “Callable Notes”) initially bore interest at a rate of 8% with the right to convert into shares of Common Stock at a discount of 65% based upon the average of the three lowest intraday trading prices for the Common Stock for the 20 trading days before, but not including, the conversion date. As a result of various adjustments and the receipt of additional financing from NIR Group, the interest rate on all of the Callable Notes was adjusted to rates of 12% or 15%. Furthermore, the discount conversion rate was increased from 65% to 72% on a majority of the Callable Notes. In connection with the Callable Notes, as adjusted for reverse stock splits, the NIR Group also received warrants to purchase a total of 500,300 shares of Common Stock of the Company at exercise prices ranging from $.50 to $13,000 per share and expire on dates through December 2015 (see footnote 6). On January 31, 2008 and November 10, 2008 the NIR Group agreed to convert an aggregate of $338,642 of accrued interest into Callable Notes. The total principal outstanding relating to all of the Callable Notes at March 31, 2010 was $2,532,114, of which $1,817,282, including $671,703 which is past due, is classified as a current liability in the accompanying condensed consolidated balance sheet.

- 12 -

In addition, the conversion price of the Callable Notes and the exercise price of the warrants will be adjusted in the event that we issue Common Stock at a price below the fixed conversion price, below market price, with the exception of any securities issued in connection with the Securities Purchase Agreement. The conversion price of the Callable Notes and the exercise price of the warrants may be adjusted in certain circumstances such as if we pay a stock dividend, subdivide or combine outstanding shares of Common Stock into a greater or lesser number of shares, or take such other actions as would otherwise result in dilution of the selling stockholder's position. The selling stockholders have contractually agreed to restrict their ability to convert or exercise their warrants and receive shares of our Common Stock such that the number of shares of Common Stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of Common Stock. In addition, NIR Group may have a security interest in substantially all of our assets and registration rights.

2009 Convertible Notes. On May 11, 2009 the Company entered into a financing agreement with JMJ Financial (“JMJ”). The Company issued a Convertible Promissory Note to JMJ (the “JMJ Note”) in the amount of $825,000 with an interest rate of 13.2% and JMJ issued a Secured & Collateralized Promissory Note to the Company in the amount of $750,000 with an interest rate of 12%. Both notes mature three years from the effective date. The interest on both notes was incurred as a one-time charge on the effective date of the notes and is equal to $99,000 on each note. As of March 31, 2010 the Company has received $145,000 toward the satisfaction of the Secured & Collateralized Promissory Note from JMJ. The JMJ Note is convertible into the Common Stock of the Company at a conversion price based on 70% of the lowest trade price in the 20 trading days prior to the conversion. Any conversions by JMJ are limited to the JMJ remaining under 4.99% ownership of the outstanding Common Stock of the Company. Pursuant to the terms of the note, the Company is not permitted to prepay the note unless approved by JMJ.

On August 20, 2009, the Company entered into a $50,000 convertible note with Redwood Management LLC. (“Redwood Note-I”) The Redwood Note-I has a three year term, bears interest at 10% and is convertible into Common Stock at an exercise price equal to 40% of the lowest closing bid price for the 10 trading days prior to conversion. Pursuant to the terms of the Redwood Note-I, the Company may prepay the note in whole or in part at 125% of the amount to be prepaid upon seven (7) days notice prior to redemption.

On October 19, 2009, the Company entered into a $12,500 convertible note with Redwood Management LLC. (“Redwood Note-II”) The Redwood Note-II has a three year term, bears interest at 10% and is convertible into Common Stock at an exercise price equal to 40% of the lowest closing bid price for the 10 trading days prior to conversion. Pursuant to the terms of the Redwood Note-II, the Company may prepay the note in whole or in part at 125% of the amount to be prepaid upon seven (7) days notice prior to redemption.

The JMJ Note together with Redwood Note-I and Redwood Note-II are collectively referred to as the 2009 Convertible Notes. All of the 2009 Convertible Notes, totaling $972,500 at March 31, 2010, are classified as a long term liability in the accompanying condensed consolidated balance sheet.

Convertible Notes. The Company has entered into a series of convertible notes (the “Convertible Notes”) in exchange for cash proceeds, accrued interest payable, goods or services. The Convertible Notes have maturities ranging from two to seven years and accruing interest at rates ranging from 2% to 15%. The Convertible Notes are generally convertible into Common Stock of the Company at an exercise price equal to the lowest closing bid price for the 10 trading days prior to conversion. The Company issued approximately $291,000 of new Convertible Notes during the three months ended March 31, 2010. At March 31, 2010 the Convertible Notes had an outstanding principal balance of approximately $1,990,000 of which approximately $241,000 is classified as a current liability in the accompanying condensed consolidated balance sheet.

Due to the indeterminate number of shares which might be issued under the convertible conversion feature of the Callable Notes, the 2009 Convertible Notes and the Convertible Notes outstanding, the Company is required to record a liability relating to both the detachable warrants and embedded convertible feature of the convertible debentures payable which is included in the liabilities in the accompanying condensed consolidated balance sheets as a “derivative liability”.

The accompanying condensed consolidated financial statements comply with current requirements relating to warrants and embedded derivatives as follows:

The Company treats the full fair market value of the derivative and warrant liability on the convertible secured debentures as a discount on the debentures (limited to their face value). The excess, if any, is recorded as an increase in the derivative liability and warrant liability with a corresponding increase in loss on adjustment of the derivative and warrant liability to fair value.

Subsequent to the initial recording, the change in the fair value of the detachable warrants, determined under the Black-Scholes option pricing formula and the change in the fair value of the embedded derivative (utilizing the Black-Scholes option pricing formula) in the conversion feature of the convertible debentures are recorded as adjustments to the liabilities as of each balance sheet date with a corresponding change in Loss on adjustment of the derivative and warrant liability to fair value.

The expense relating to the change in the fair value of the Company’s stock reflected in the change in the fair value of the warrants and derivatives (noted above) is included in other income in the accompanying consolidated statements of operations.

NOTE 7 - PREFERRED STOCK

Convertible Preferred Stock. The Articles of Incorporation of the Company authorized the issuance of 375,000 shares of 12% non-voting convertible redeemable preferred stock at $0.10 par value per share and up to 500,000 shares of “blank check” preferred stock, from time to time in one or more series. Such shares upon issuance will be subject to the limitations contained in the Articles of Incorporation and any limitations prescribed by law to establish and designate any such series and to fix the number of shares and the relative rights, voting rights and terms of redemption and liquidation preferences. In 2006, the total Preferred Shares authorized was increased to 10 million shares. On April 24, 2008, the Company increased its total authorized Preferred Shares from 10 million shares to 500 million shares. All Preferred Stock authorized by the Company was created from this “blank check” pool.

12% Convertible Non-Voting Preferred Stock. The Company's 12% non-voting convertible redeemable preferred stock (“Preferred Stock”) entitles the holder to dividends equal to 12% of the Preferred Stock liquidation preference of $2.00 per annum, or $.24 per annum per share, payable quarterly on March 1, June 1, September 1, and December 1 in cash or common stock of the Company having an equivalent fair market value. At March 31, 2010 and December 31, 2009, 25,357 shares of the Preferred Stock were issued and outstanding.

On February 15, 2010, the Board of Directors authorized the payment of the accrued Preferred Stock dividend to be settled in shares of the Company's common stock or cash, at the discretion of the Chief Executive Officer. Accrued and unpaid dividends at March 31, 2010 were $48,675. Dividends will accumulate until such time as earned surplus is available to pay a cash dividend or until a post effective amendment to the Company's registration statement covering a certain number of common shares reserved for the payment of the Preferred Stock dividend is filed and declared effective, or if such number of common shares are insufficient to pay cumulative dividends, then until additional common shares are registered with the Securities and Exchange Commission (“SEC”).

The Company's Preferred Stock is convertible into shares of Common Stock at a rate of two shares of Common Stock (subject to adjustments) for each share of Preferred Stock. The Preferred Stock is redeemable at the option of the Company, at any time on not less than 30 days written or published notice to the Preferred Stockholders of record, at a price $2.00 per share (plus all accrued and unpaid dividends). The holders of the Preferred Stock shall have the opportunity to convert shares of Preferred Stock into Common Stock during the notice period. The Company does not have nor does it intend to establish a sinking fund for the redemption of the Preferred Stock.

No dividends have been paid during the three months ended March 31, 2010.

- 13 -

Series B Voting Preferred Stock. The Company filed a Certificate of Designation of Convertible Redeemable Series B Preferred Stock (“Series B Preferred Stock”) on January 4, 2006, pursuant to which the Company authorized for issuance 135,000 shares of Series B Preferred Stock, par value $0.10 per share, which shares are convertible after the earlier of (i) forty-five days after the conversion of the Callable Notes issued in our recent financings, or (ii) 12 months after a registration statement is declared effective, at a conversion price equal to the volume weighted average price of our common stock, as reported by Bloomberg, during the ten consecutive trading days preceding the conversion date. The holders of Series B Preferred Stock have the right to vote together with holders of the Corporation’s common stock, on a 30 votes per share basis, not as a separate class, on all matters presented to the holders of the common stock. As of March 31, 2010 and December 31, 2009, 106,294 and 106,670 shares of Series B Preferred Stock, respectively, were issued and outstanding.

Shares of Series B Preferred Stock are convertible into shares of common stock of the Company at a conversion price equal to 50% of the closing bid price of the Company’s common stock.

Series C Voting Preferred Stock. The Company filed a Certificate of Designation of Convertible Redeemable Series C Preferred Stock (“Series C Preferred Stock”) on March 23, 2006, pursuant to which the Company authorized for issuance 300,000 shares of Series C Preferred Stock, par value $0.10 per share, which shares are convertible after (i) the market price of the common stock is above $1.00 per share; (ii) the Company’s common stock is trading on the OTCBB market or the AMEX; (iii) the Company is in good standing; (iv) the Company must have more than 500 stockholders; (v) the Company must have annual revenue of at least $4 million; (vi) the Company has a minimum of $100,000 EBITA for the fiscal year preceding the conversion request. The holders of the Series C Preferred Stock shall have the right to vote together with the holders of the Corporation’s common stock, on a 30 votes per share basis, not as a separate class, on matters presented to the holders of the common stock. On February 14, 2008, 220,000 shares of Series C Preferred Stock were issued to the Company’s President. As of March 31, 2010 and December 31, 2009, 300,000 shares of Series C Preferred Stock were issued and outstanding.

Non-Convertible Series D Voting Preferred Stock. The Company filed a Certificate of Designation of Series D Preferred Stock (“Series D Preferred Stock”) on February 5, 2007 and a Certificate of Change of Number of Authorized Shares and Par Value of Series D Preferred Stock on March 26, 2007, pursuant to which the Company authorized for issuance 6,500,000 of shares of Series D Preferred Stock, par value $0.001 per share. Holders of the Series D Preferred Stock have the right to vote together with holders of the Company’s common stock, on a 60 votes per share basis, and not as a separate class, on all matters presented to the holders of the common stock. The shares of Series D Preferred Stock are not convertible into common stock of the Company. The Company issued 6,500,000 shares of Series D Preferred Stock to the Company’s President all of which was outstanding at March 31, 2010 and December 31, 2009.

Non-Convertible Series E Voting Preferred Stock. On July 7, 2009 the Board of Directors unanimously approved for issuance 100,000,000 shares of Series E Preferred Stock, par value $0.001 per share The Company filed a Certificate of Designation of Series E Preferred Stock (”Series E Preferred Stock”) on July 10, 2009. Holders of Series E Preferred Stock have the right to vote together with holders of the Company’s common stock, on a 95 votes per share basis, not as a separate class, on all matters presented to the holders of the common stock. The shares of the Series E Preferred Stock are not convertible into common stock of the Company. The Company issued 31,000,000 shares of Series E Preferred Stock to the Company’s President, all of which was outstanding at March 31, 2010 and December 31, 2009.

Warrants. A summary of warrants outstanding at March 31, 2010, after giving effect to the one for five hundred reverse stock split on August 27, 2009 is as follows:

Warrants	Date Issued	Expiration Date	Price
317	Various	Various Dates thru 6/29/15	$500 - $5,000
70,000	7/29/08	7/29/15	$2.50
100,000	9/24/08	9/24/15	$2.50
50,000	11/5/08	12/3/15	$0.50
180,000	12/3/08	12/3/15	$0.50
100,000	12/5/08	12/5/15	$0.25
500,317

- 14 -

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company’s subsidiary, Services, entered into a sublease for its New York offices from a company 100% owned by the Company’s President. The lease and Services sublease on this space expires on November 30, 2016. The rent paid and terms under the sublease are the same as those under the affiliate’s lease agreement with the landlord Rent expense for the three months ended March 31, 2010 and 2009 was approximately $16,000.

Throughout 2010 and 2009, the Company's principal shareholder and officer made loans to, and payments on behalf of, the Company and received payments from the Company from time to time. The net outstanding balance due to the officer at March 31, 2010 and December 31, 2009 was approximately $918,000 and $867,000, respectively

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Employment Agreements

Mr. Hreljanovic has an Employment Agreement with the Company, which expired on August 31, 2008, and provides for his employment as President and Chief Executive Officer at an annual salary of approximately $236,000. The Board of Directors, has authorized an extension of his employment agreement expiring on August 31, 2010, adjusted his annual salary for the CPI and for the reimbursement of certain expenses and insurance. Additionally, the Employment Agreement provides that Mr. Hreljanovic may receive shares of the Company’s Common Stock as consideration for services rendered to the Company. Due to a working capital deficit, Mr. Hreljanovic received in gross of $27,770 and the balance due of $207,814 was accrued and not paid.

Under the terms of this extended employment agreement, our Chief Executive Officer is entitled to receive a cash bonus of a percentage of our pre-tax profits if our pre-tax profit exceeds $100,000.

Mr. Hreljanovic has accrued salary of approximately $918,000 at March 31, 2010. Mr. Hreljanovic incorporated Tower West Communications, Inc. a Florida corporation, organized on January 2009 (“Tower West”) and Ryan Pierce Group, Inc., organized in July 2009 (“Ryan Pierce”). Mr. Hreljanovic paid all fees and costs associated with the organization of these companies. Juniper Services, Inc. owns a 100% interest in Tower West and Ryan Pierce subject to a first position security interest held by Mr. Hreljanovic. Mr. Hreljanovic’s security interest in Tower West and Ryan Pierce extinguishes upon payment in full of all compensation owed him.

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

The Company subleases its New York office from Entertainment Financing Inc. (“EFI”), an entity owned 100% by the Company’s Chief Executive Officer. The master lease and the Company’s sublease on this space expire on November 30, 2016. EFI has agreed that for the term of the sublease the rent paid to it will be substantially the same rent that it pays under its master lease to the landlord. Rent due under the lease with EFI is as follows:

Year	Amount
2010	$48,900
2011	$67,200
2012	$69,200
2013	$71,300
2014	$73,400
Thereafter	$153,500

On March 19, 2010, the Company received a “Notice of Default and Demand for Payment” from JMJ Financial (“JMJ”). The letter states that as a result of the alleged defaults the holder is accelerating the notes and demanded full payment of the outstanding balance of principal and interest on the original Note on or before April 2, 2010. The Company believes it has meritorious defenses and disputes JMJ’s claim.

- 15 -

NOTE 10 - INCOME TAXES

No provision has been made for Federal and state income taxes due to the losses incurred. As a result of losses incurred through December 31, 2009, the Company has net operating loss carry forwards of approximately $28.8 million. These carry forwards expire through 2028.

In accordance with ASC 740, the Company recognized deferred tax assets of approximately $11.6 million at December 31, 2009. A full valuation allowance has been established due to the uncertainly regarding the Company’s ability to generate income sufficient to utilize the tax losses during the carryforward period.

NOTE 11 -STOCK SPLITS

On July 10, 2009, the Company’s shareholders approved a one-for-five hundred reverse stock split of the Company’s common stock. Accordingly, on July 10, 2009 the Board of Directors authorized a one-for-five hundred reverse split that took effect on August 27, 2009. In addition, the authorized common stock of the Company was amended to ten billion shares (10,000,000,000) and the par value was changed to $0.0001 per share

Unless stated otherwise, all amounts from prior periods have been restated after giving effect to the reverse stock split.

NOTE 12 -GOING CONCERN

The Company's condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At March 31, 2010 the Company had a working capital deficit of approximately $5.5 million and a stockholders’ deficit of approximately $20.0 million. In addition, the Company has defaulted on several of its liabilities and has discontinued the operations of New Wave. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Primarily, revenues have not been sufficient to cover the Company’s operating costs. Management’s plans to enable the Company to continue as a going concern include the following:

•	Obtaining additional wireless and broadband contracts;

•	Formulating plans to build or acquire broadband/wireless towers that can be leased to major wireless service providers;
•	Using stock and stock option-based compensation to cover payroll and other permissible labor costs;

•	Raising additional capital through the sale of various debt and/or equity instruments;
•	Leveraging the Companies’ resources by retaining and increasing our work force through subcontractors;
•	Negotiating and settling existing debts for less than current amounts owed;
•	Reducing expenses through consolidating or disposing of certain subsidiary companies;

•	Converting certain debt into shares of the Company’s common stock;
•	Implementing a major marketing campaign to increase the demand for our broadband and wireless services; and
•	Seeking strategic acquisitions candidates to guarantee its growth in the broadband and wireless sectors.

There can be no assurance that the Company can or will be successful in implementing any of its plans or that it will be successful in enabling the Company to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

- 16 -

NOTE 13 - Supplemental Disclosure of Non-Cash Investing and Financing Activities:

During the three months ended March 31, 2010 and 2009 the Company:

issued approximately 56,562,000 and 166,000 shares, respectively, of its Common Stock upon conversion of approximately $155,000 and $8,500, respectively, of its Convertible Debentures;

issued 0 and approximately 680,000 shares, respectively, of its Common Stock upon conversion of approximately $0 and $101,000, respectively, of current liabilities;

issued approximately 4,577,000 and 68,000 shares, respectively, of its Common Stock upon conversion of approximately 380 and 2,060 shares, respectively, of Series B Preferred Stock;

issued 0 and 31,000,000 shares, respectively, of Series E Preferred Stock to the Company’s President as settlement of $31,000 of the accrued compensation due him;

recognized approximately $291,000 and $0, respectively, of unamortized debt discount and $291,000 and $0, respectively, of derivative liability relating to the issuance of new convertible debentures; and

issued $162,000 and $0, respectively, of convertible debentures in exchange for current liabilities.

NOTE 14 – SUBSEQUENT EVENTS

On May 10, 2010 Ryan Pierce and Tower West, both indirect wholly owned subsidiaries of Juniper, secured a temporary restraining order prohibiting certain former employees from soliciting current employees of the subsidiaries or using or disclosing the subsidiaries’ proprietary information pending a preliminary injunction hearing. The two subsidiaries filed suit in the Supreme Court of the State of New York in the county of Nassau against five former employees and a consultant. Among other things the complaint against alleges that the former employees acted in concert and conspired to acted to misappropriate the business, good will, employees and proprietary information of the Company and to intentionally and maliciously damage the business of the Company. The complaint seeks injunctive relief and damages arising out of the actions of the former employees and consultant.

- 17 -

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Information presented herein is based on the three month periods ended March 31, 2010. Our fiscal year end is December 31.

Company Overview

Juniper Group, Inc. is a holding company (herein after referred to as “We,” “Us,” “Our,” “Juniper” or “the Company”). Our business is composed of two segments (1) broadband installation/wireless infrastructure services and (2) film distribution services. Currently, film distribution services consist of a financially insignificant portion of our operations. The Company’s headquarters are located in Boca Raton, FL and our business is conducted through several subsidiaries.

The Company’s predominant focus is on broadband installation and wireless infrastructure service. These services are conducted through Juniper Services, Inc. (“JSI”), which is wholly owned by Juniper Entertainment, Inc. (“JEI”), a wholly owned subsidiary of the Juniper Group, Inc.

Management’s strategic focus is to support the growth of its operations by increasing revenues, managing costs and creating earnings growth. The Company’s strategy is to seek strategic acquisitions to guarantee its growth in the broadband and wireless infrastructure business. The Company is directing its infrastructure services and its marketing effort to a national customer base utilizing subcontractors.

Broadband Installation and Wireless Infrastructure Services

The Company’s broadband installation and wireless infrastructure services are conducted by Tower West and Ryan Pierce both are wholly owned subsidiaries of JSI. The Company’s wireless broadband and wireless installation services are performed on a national basis. Services are aimed at supporting the demand in the deployment and maintenance of wireless, tower systems services with leading telecommunication companies, providing site surveys, tower construction, microwave system and software installations for leading telecommunications companies.

Operations primarily consist of infrastructure services for the maintenance of broadband and wireless towers and other structures. The Company is able to leverage its abilities to perform its infrastructure services on a nationwide basis by using local subcontractors in various regions that it obtains contracts throughout the United States. As a result of using subcontractors, we should be capable of providing our services anywhere within the United States.

Our clients include: Clearwire, currently in process of building out nationwide mobile WIMAX network and is on track to cover over 120 million people in 80 markets by the end of 2010, BCI Communications, Inc., American Tower, Maxton Technology, and Communication Construction Group, supporting Verizon on the FTTP Path Creation (FIOS) project. We expect to utilize our new abilities to provide our wireless and broadband infrastructure services nationwide. In some instances, our current clients maybe used as the platform for our national expansion aspirations and fuel what could be substantial future growth.

- 18 -

Management has or will take the following actions to improve the operating performance of its wireless infrastructure services: (1) utilize subcontractors; (2) hire new management teams and reorganize management’s responsibilities; (3) align labor costs with market conditions; (4) evaluate our geographic footprint outside Indianapolis and customer needs with customer contracts; and (5) utilize accounts receivable financing.

We believe that the demand for broadband installation and wireless infrastructure services will increase in the wireless broadband segment during the balance of 2010 and beyond through the continued support of the cellular market and through a robust wireless industry. More specifically, consumers are increasingly using more and more bandwidth on millions of wireless devices throughout the United States. This demand is fueling the need to update existing towers or the construction of new towers that support third generation (“3G”) and/or fourth generation (“4G”) technologies at increasing rates. The increased consumer demand is expected to propel the Company’s business well into the future. Consequently, the Company’s efforts are focused on being able to handle these opportunities with existing and new staff in order to meet its client’s needs utilizing subcontractors.

The Company through its marketing program is exploring new opportunities in its wireless infrastructure and broadband service business. The Company will seek to achieve a greater more diversified balance in its business base among the various competing segments of rapidly expanding wireless providers. The Company will continue to evaluate potential opportunities in terms of the capital investments required, cash flow requirements of the opportunity, and the margins achievable in each market segment.

The Company plans to concentrate its efforts for the balance of 2010 on providing its services to key national wireless and broadband providers on a national platform with support from its subcontractors. The Company believes that this strategy will allow the Company to grow while maintaining cost controls. As the economic environment improves, the Company believes that its future prospects for the expansion of its services in the wireless Infrastructure segment will remain strong. Management believes that infrastructure build-out, technology introduction, new applications and broadband deployment, integration and support will continue to be outsourced to qualified service providers such as Tower West and Ryan Pierce.

The opportunity for Tower West and Ryan Pierce to exploit the broadband installation and wireless infrastructure services and to take advantage of future wireless opportunities are limited by its ability to:

(i) Financially support national agreements entered into and to finance continuing growth and fund management recruitment, certifications, training and payroll, as well as the financing of operating cash flow requirements to support subcontractor costs. This will require additional financing on a timely basis;

(ii) Maximizing capital availability for potential new services being developed by providers in the broadband and wireless market. The Company evaluates opportunities for services to its customers based on capital investment requirements, the potential profit margin, and the customer’s payment practices; and

(iii) Focusing on accounts receivable financing which may increase available cash flow. The issues that rank high on evaluating new business opportunities are the customer’s qualification to meet the accounts receivable financing requirements.

- 19 -

Results of Operations

Reader’s should note that in November 2008 the Company ceased operations of New Wave Communications, Inc. (“New Wave”) due to the alleged malicious acts of Michael and James Calderhead as more fully disclosed under Part II-Item 1 Legal Proceedings. The Calderhead’s alleged bad acts forced Juniper to close New Wave which in turn precipitated the creation of two new operating subsidiaries: Tower West and Ryan Pierce. These new subsidiaries were formed at great expense and the effects of the Calderhead’s alleged malicious behavior have cause financial reverberations throughout the Company’s operations as indicated in the comparisons below.

Revenue

Gross revenues for the three month period ended March 31, 2010, were $990,671 as compared to $0 for the same period in 2009. Revenues for the three month period ended March 31, 2010 are a result of the creation of Tower West and Ryan Pierce and the Company devoting its resources to building its wireless infrastructure services business in 2009 which has continued to develop in 2010. The lack of revenues in 2009 is a direct result of the Company terminating the operations of New Wave in 2008 resulting in no operations or revenues during the first quarter of 2009.

Gross Profit (Loss) and Operating Expenses

Juniper recorded gross profit of $177,011 for the three month period ended March 31, 2010, compared to a gross loss of $3,974 for the comparable period in 2009. The increase in gross profit for the three months ended March 31, 2010 versus the prior year was a result of the Company growing its wireless infrastructure service business versus no operations in the comparable period in the prior year. The gross profit percent of $17.9% was below expectations due to the necessity of keeping crews idle in certain markets while waiting for our customer to assign us work.

Net Income

Juniper recorded a net income of $1,386,360 for the three month period ended March 31, 2010, as compared to net income of $44,182,909 for the comparable period in 2009. The decrease in net income is predominately due to a decrease in the gain on adjustment of derivative and warrant liabilities of $42,582,026 .

Juniper may not operate at a profit through the remainder of 2010. Juniper's revenues are tied to its ability to obtain additional wireless and broadband infrastructure construction contracts. Juniper is entering new markets and expects to obtain additional contracts prior to the end of 2010; however no assurance can be given that such additional contracts will be obtained prior to the end of the year. Nonetheless, management does not anticipate generating sufficient revenues from new contracts such that Juniper will have operating profits by December 31, 2010. There can be no guarantee that profitability or revenue growth can be realized in the future.

Expenses

Selling, general and administrative expenses for the three month periods ended March 31, 2010 and 2009 were $562,094 and $254,399, respectively. The increase of $307,695, or 121%, in 2010 was due primarily to the fortification of the Company’s internal infrastructure in late 2009 and into 2010 in order to support the new business model. This included the three additional sales and marketing personnel (approximately $100,000), travel and entertainment expenses (approximately $22,000), the addition of three support staff and a full time controller (approximately $103,000), and an increase in legal fees (approximately $$17,000).versus the cessation of operations of New Wave in 2008 resulting in minimal selling, general and administrative expenses in 2009.

- 20 -

Impairment of film licenses was $0 for the three months ended March 31, 2010 versus $27,563 for the same period in 2009. In late 2009 we decided not to devote the resources of the Company in the area of film licenses and determined that the film licenses remaining at that time should be fully written off. Although we have not fully discontinued this line of business and will engage in the sale or exploitation of film licenses if and when opportunities are available.

Other Income (Expense)

The gain on the adjustment of derivative and warrant liability decreased to $2,156,773 from $44,738,799 for the three month period ended March 31, 2010 versus 2009, respectively. The decrease is a result of the change in the fair market value of the Company’s common stock. Gains and losses on derivative liabilities and amortization of discounts represent significant components of net income and can swing dramatically from period to period based on factors beyond the Company’s control, most importantly, the fair market value of its common stock.

The loss on the amortization of debt discount increased by $75,464 to ($245,019) in the three month period March 31, 2010 versus ($169,555) for the three months ended March 31, 2009. The increase in the amortization of debt discount is a result of an increase in discounted debt from 2009 to 2010.

Interest expense increased by $26,911 to $138,789 in the three month period ended March 31, 2010 versus $111,878 for the three months ended March 31, 2009. The increase in interest expense is a result of an increase in debt from 2009 to 2010.

Liquidity and Capital Resources

On March 31, 2010, Juniper had current assets of $902,517 compared to current assets of $686,845 at December 31, 2009 and working capital deficit of $5,542,805 at March 31, 2010, as compared to a working capital deficit of $5,298,231 at December 31, 2009. The increase in the working capital deficit of $244,574 is due primarily to increases in accounts payable and accrued expenses of approximately $380,000, an increase in due to officer of approximately $51,000, a decrease in accounts receivable of approximately $264,000 and a decrease in cash of approximately $52,000 offset by an increase in the unbilled accounts receivable of approximately $501,000.

Net cash used in operating activities for the three months ended March 31, 2010 was $139,524 compared to $218,047 for the three months ended March 31, 2009. The decrease of $78,523 in cash used in operating activities was due to the reduction in accounts receivable and an increase in accounts payable and accrued expenses offset by an increase in unbilled accounts receivable. Among the obligations that the Company has not had sufficient cash to pay include certain payroll, payroll taxes and the funding of its subsidiary operations. Certain employees, creditors and consultants have agreed, from time to time, to receive the Company’s Common Stock in lieu of cash. In these instances, the Company has determined the number of shares to be issued based upon the unpaid compensation and the current market price of the stock. Additionally, the Company registers these shares so that the shares can immediately be sold in the open market.

With regard to the balance of the past due payroll taxes, the Company has hired tax counsel to negotiate with New York State and with the Internal Revenue Service and has entered into payment plans with both the New York State Department of Finance and Internal Revenue Service.

- 21 -

Net cash provided by financing activities for the three months ended March 31, 2010 was $114,934 as compared to $207,110 for the comparable period in 2009. The Company also issued a total of $226,155 of convertible debentures in exchange for equipment, goods and services.

We believe that we will not have sufficient liquidity to meet our operating cash requirements for the current level of operations during the remainder of 2010. In addition, any event of default such as our failure to repay the principal or interest on our Convertible Debentures when due, our failure to issue shares of Common Stock upon conversion by the holder, or the breach of any covenant, representation or warranty in the Securities Purchase Agreement would have an impact on our ability to meet our operating requirements. We anticipate that the full amount of the Convertible Debentures will be converted into shares of our Common Stock, in accordance with the terms of the Convertible Debentures. If we are required to repay the Convertible Debentures, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the Convertible Debentures when required, the debenture holders could commence legal action against us and foreclose on all of our assets to recover the amounts due. Any such action would require us to curtail or cease operations. Our ability to continue as a going concern is dependent upon receiving additional funds either through the issuance of debt or the sale of additional Common Stock and the success of management's plan to expand operations. Although we may obtain external financing through the sale of our securities, there can be no assurance that such financing will be available, or if available, that any such financing would be on terms acceptable to us. If we are unable to fund our cash flow needs, we may have to reduce or stop planned expansion or scale back operations and reduce our staff. As discussed more fully in Part II-Item 3 – Legal Proceedings - a complaint has been filed against Juniper which alleges breach of the terms of certain convertible debentures and seeks equitable relief and monetary damages of $7.46 million Juniper has denied the allegations in the complaint and asserted counterclaims. A motion for preliminary injunctive relief is pending. While no estimate of the outcome can be made, the Company believes it has meritorious defenses and will prevail in this matter. However, there can be no assurance that we will be successful in defending against these claims. New Millennium et. al. is the note holder of our Callable Secured Convertible Notes with outstanding principal at March 31, 2010 of approximately $2.6 million.

Financing

On December 28, 2005, we entered into a financing arrangement involving the sale of an aggregate of $1,000,000 principal amount of Callable Secured Convertible Notes and warrants to purchase 1,000,000 shares of our Common Stock. On December 28, 2005 we closed on $500,000 of principal and 500,000 of stock purchase warrants. The balance of the financing was closed on May 18, 2007. On March 14, 2006, we entered into a financing arrangement involving the sale of an additional $300,000 principal amount of Callable Secured Convertible Notes and stock purchase warrants to purchase 7,000,000 shares of our Common Stock, and on September 13, 2007, we entered into a financing arrangement involving the sale of an additional $600,000 principal amount of Callable Secured Convertible Notes and stock purchase warrants to purchase 20,000,000 shares of our Common Stock. As part of the September 2007 financing, our Chief Executive Officer was required to personally guarantee the notes and the discount rate on the market value of our stock used for conversion calculations was reduced from 50% to 35%. The Callable Secured Convertible Notes are due and payable, with 8% interest, unless sooner converted into shares of our Common Stock. On December 26, 2007, we entered into a financing arrangement involving the sale of an additional $100,000 principal amount of Callable Secured Convertible Notes and warrants to purchase 1,000,000 shares of our Common Stock. On March 14, 2008 we entered into a financing agreement involving the sale of an additional $50,000 principal amount of callable Secured Notes and Stock Purchase Warrants to purchase 500,000 shares of Common Stock. On June 20, 2008, we entered into a financing agreement involving the sale of additional $50,000 principal amount of Callable Secured Notes. On July 29, 2008, we entered into a financing agreement involving the sale of additional $75,000 principal amount of Callable Secured Notes and the interest rate on all of the Callable Secured Notes increased to 12%. On September 24, 2008, we entered into a financing agreement involving the sale of additional $70,000 principal amount of Callable Secured Notes. On November 5, 2008, we entered into a financing agreement involving the sale of additional $61,000 principal amount of Callable Secured Notes and the interest rate on all the Callable Secured Notes increased to 15% and the discount rate on the market value of our stock used for conversion calculations was reduced from 35% to 28%. On December 3, 2008, we sold $4,000 Stock Purchase Warrants to purchase 180,000 shares of Common Stock. On December 5, 2008, we entered into a financing agreement involving the sale of additional $75,000 principal amount of Callable Secured Notes and the interest rate on the Callable Secured Notes at 15% and the discount rate of 28%. On March 11, 2009, we entered into a financing agreement involving the sale of additional $50,000 principal amount of Callable Secured Notes, and the interest rate on the Callable Secured Notes at 15% and the discount rate of 28%. Several of the Callable Secured Notes had warrants attached. Due to the reverse stock splits in 2008 and 2009 the number of shares of Common Stock that can be purchased pursuant to these warrants had been reduced to approximately 500,000 with exercise prices ranging from $0.25 to $5,000.

- 22 -

We currently have approximately $2,400,000 Callable Secured Convertible Notes outstanding, after giving effect to conversions throughout the year. On January 31, 2008 and November 10, 2008, $147,542 and $191,100 respectively, of accrued interest on these notes was converted to a debenture with similar terms and conditions, bearing interest at 2% per annum. In addition, upon any event of default, such as our failure to repay the principal or interest when due, our failure to issue shares of Common Stock upon conversion by the holder, our failure to timely file a registration statement or have such registration statement declared effective, or breach of any covenant, representation or warranty in the Securities Purchase Agreement, the full amount of the Callable Secured Convertible Notes would immediately become due,. The registration statement was declared effective on May 11, 2007. The conversion price of the notes is dependent on the publicly traded market price of the Company’s Common Stock. As such, the conversion price may change as the market value of the Company’s commons stock rises and falls. While we anticipate that the full amount of the Callable Secured Convertible Notes will be converted into shares of our Common Stock, in accordance with the terms of the Callable Secured Convertible Notes, the full conversion of these notes is dependent on the amount of the Company’s authorized Common Stock. The Company filed an Information Statement on September 15, 2008, pursuant to section 14 (c) of the Securities Exchange Act of 1934, as amended, to increase the number of authorized shares of Common Stock, $.001 par value, from 200 million to 5 billion, and our preferred stock, par value $0.001, to 500 million. If we are required to repay the Callable Secured Convertible Notes, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the notes when required, the note holders could commence legal action against us and foreclose on all of our assets to recover the amounts due. Any such action would require us to curtail or cease operations. As discussed more fully in Part II-Item 3 – Legal Proceedings - a complaint has been filed against Juniper which alleges breach of the terms of certain convertible debentures and seeks equitable relief and monetary damages of $7.46 million Juniper has denied the allegations in the complaint and asserted counterclaims. A motion for preliminary injunctive relief is pending. While no estimate of the outcome can be made, the Company believes it has meritorious defenses and will prevail in this matter. However, there can be no assurance that we will be successful in defending against these claims. Millennium et. al. is the note holder of our Callable Secured Convertible Notes with outstanding principal at December 31, 2009 of approximately $2.6 million.

On May 11, 2009 the Company entered into a financing agreement for Convertible Promissory Notes in the amount of $825,000 in exchange for the delivery to the Company of a Secured & Collateralized Promissory Notes in the amount of $750,000. As of December 31, 2009 the Company has received $145,000 toward satisfaction of this note as of this date.

The Convertible Promissory Note matures three years from the effective date and bears a one-time interest equal to 12% and the obligation is convertible into Common Stock of the Company at a conversion rate based on 70% of the lowest trade price in the 20 trading days previous to the conversion. Any conversions by the Holder of these note is limited to the Holder remaining under 4.99% ownership of the outstanding voting Common Stock of the Company. By the terms of this note prepayment is not permitted unless approved by the lender.

- 23 -

The Secured & Collateralized Promissory Notes mature three years from the effective date and bear a one-time interest charge of 13.2% and are secured by securities in the amount of 750,000.

In August 2009 and October 2009 the Company entered into convertible notes in the amount of $50,000 and $12,500, respectively, with Redwood Management LLC (“Redwood”). The notes bear interest at 10% and are convertible into Common Stock at an exercise price equal to 40% of the lowest closing bid price for the 10 trading days prior to conversion. Pursuant to the terms of the note the Company may prepay the note in whole or in part at 125% of the amount prepaid.

During the three month period ended March 31, 2010, the Company converted approximately $162,400 of loans and advances received from various parities and accrued interest payable into Convertible Notes. The Convertible Notes mature three years from the effective date with an interest rates ranging from 2% of 14% per annum.

Due to the indeterminate number of shares of common stock which may be issued under the conversion feature of the Callable Notes. These conversion features pose a significant risk for substantial dilution.

Forward Looking Statements

Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the actual results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements not to occur or be realized. Statements contained in this document, as well as some statements by the Company in periodic press releases and oral statements of Company officials during presentations about the Company constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act). The words “expect,” “estimate,” “anticipate,” “predict,” “believe” and similar expressions and variations thereof are intended to identify forward looking statements. These statements appear in a number of places in this report and include statements regarding the intent, belief or current expectations of the Company, it directors or its officers with respect to, among other things, trends affecting the Company’s financial condition or results of operations. The readers of this report are cautioned that any such forward looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially. Such factors include:

·the continued historical lack of profitable operations;

·the continued working capital deficit;

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

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

· the Company’s revenue is mostly derived from a selected number of customers;

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

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

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

· the effect on its financial condition resulting from delays in payments received from third parties;

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

· the rapid technological changes in the industry; and

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

Seasonality

The provision of services for broadband installation and wireless infrastructure deployment is affected by adverse weather conditions and the spending patterns of our customers, exposing us to variable quarterly results. Inclement weather may lower the demand for our services in the winter months, as well as other times of the year. Furthermore, the weather can delay our crew’s ability to perform services. Natural catastrophes, such as the recent hurricanes in the United States, could also have a negative impact on the economy overall and on our ability to perform outdoor services in affected regions or utilize equipment and crew stationed in those regions, which in turn could significantly impact the results of any one or more reporting periods. However, these natural catastrophes historically have generated additional revenue subsequent to the event.

Inflation

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

Off Balance Sheet Arrangements

We do not have any off-balance sheet financing arrangements.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended March 31, 2010, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 24 -

PART II: OTHER INFORMATION

ITEM 1. Legal Proceedings

Since the filing of Juniper's Form 10-K for the period ended December 31, 2009, no material changes have occurred to the legal proceedings reported therein. For more information, please see Juniper's Form 10-K for the year ended December 31, 2009 filed May 15, 2010.

The litigation involving Michael and James Calderhead is disclosed below due to the alleged significant damage that their actions have caused the Company. The Calderheads’ bad acts forced Juniper to close New Wave Communications, Inc. which in turn precipitated the creation of new operating subsidiaries, Tower West and Ryan Pierce, in the wireless and broadband infrastructure construction services business. These new subsidiaries were formed at great expense and the effects of the Calderhead’s alleged malicious behavior have cause financial reverberations throughout the Company’s operations as noted in the Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations.

Juniper Group, Inc. v. Michael and James Calderhead. On June 15, 2007, the Company, through its subsidiaries, commenced a lawsuit against Michael Calderhead and James Calderhead (the “Calderheads”) former employees, in the United States District Court for the Eastern District of New York (Case No. 07-CV-2413). The complaint asserts claims against the Calderheads for breaches of a stock exchange agreement, breaches of an employment agreement, and breaches of fiduciary duties owed to Juniper and its wholly-owned subsidiary New Wave Communications, Inc. (“New Wave”). Juniper alleges the Calderheads committed serious, material breaches of their agreements with Juniper. Indeed, almost immediately after Juniper’s acquisition of New Wave, and while still employed by Juniper and/or New Wave and bound by their agreements with Juniper, the Calderheads made preparations to form and operate a rival business to compete with Juniper and New Wave.

In February 2006, a mere two months after Juniper’s acquisition of New Wave, the Calderheads met with possible financiers to discuss incorporating a new company that would compete with New Wave and Juniper. Juniper alleges that the meeting involved at least James Calderhead, a Juniper executive and the President of New Wave; Michael Calderhead, a New Wave Chief Operating Officers; another New Wave executive who had worked with Michael Calderhead prior to the Juniper acquisition; and a local businessman in Franklin, Indiana, and the owner of several businesses.

At the time of the February 2006 meeting, and at all relevant times thereafter, James Calderhead was subject to the Employment Agreement and Michael Calderhead was subject to the Stock Exchange Agreement. Following the alleged February 2006 meeting, the Calderheads, along with others, continued their efforts to form and operate a new company which came to be called Communications Infrastructure, Inc. (“CII”). According to the online records of the Indiana Secretary of State, CII was organized as a for-profit domestic corporation on January 19, 2007.

According to CII’s advertisements and representations in the marketplace, it is a competitor of Juniper and New Wave. Specifically, CII’s website states that “CII brings the combined experience of its owners in all areas of Cellular Site Construction,” including project management, civil construction, tower erection, and maintenance and troubleshooting.

At no time did the Calderheads inform New Wave or Juniper of the formation of CII, their intentions or activities regarding CII, or their intent or design to form a new company that would compete with New Wave or Juniper. At no time did New Wave or Juniper consent to any activities by the Calderheads with respect to CII or setting up a rival company.

- 25 -

On or about January 17, 2007, Michael Calderhead announced that he would resign from New Wave. Michael Calderhead, however, did not formally end his employment relationship with New Wave until on or about March 27, 2007. Juniper subsequently learned that Michael Calderhead had been working, and was continuing to work, for CII.

In late 2006 and early 2007, New Wave’s business suddenly, and substantially, declined. Contracts were lost, customer and vendor relationships were ended, and new business opportunities were not pursued. New Wave alleged and believes that some former customers of Juniper and New Wave were transferred to CII during this period, and believes that discovery will establish that the Calderheads were involved in soliciting business for CII and soliciting New Wave’s customers and employees were essentially stolen from New Wave.

The substantial declines in New Wave’s business continued throughout early 2007. These declines were not reported to Juniper’s management in a timely manner and, when they were reported, the declines were not explained in a reasonable or clear manner. It was not until May, 2007 that Juniper became aware of CII’s growing presence in the marketplace; the involvement of Michael Calderhead in CII’s business; and that CII was directly competing with New Wave for customers.

On Friday, May 18, 2007, ten New Wave employees abruptly announced that they were resigning their positions at New Wave. Most of these former New Wave employees indicated that they would begin work for CII, joining Michael Calderhead. Indeed, in the course of little more than a year from the date that Juniper purchased New Wave from Michael Calderhead and installed the Calderheads as New Wave executives, New Wave had gone from being a growing, profitable business to a business on the verge of financial collapse.

On Tuesday, May 22, 2007, Juniper terminated James Calderhead for cause. Some, although not all, of the grounds for James Calderhead’s termination are set forth above and in a termination letter.

Juniper seeks injunctions restraining the Calderheads from, among other things, competing with Juniper and New Wave, as well as compensatory damages in the amount believed to be $10,000,000, punitive damages in the amount of $5,000,000 and attorneys fees, costs and expenses. On September 29, 2007, the Court issued a preliminary injunction against Michael Calderhead enjoining him from disclosing Juniper/New Wave’s customer list and from soliciting, directly or indirectly, any of Juniper/New Wave’s existing customers; denied the Calderheads’ motion to dismiss the complaint; and granted Juniper’s motion for expedited discovery.

On October 16, 2007, Michael Calderhead answered the complaint and asserted counterclaims against Juniper for alleged breaches of, and fraud in connection with, the stock exchange agreement and for alleged abuse of process in connection with Juniper’s application for injunctive relief. Michael Calderhead seeks compensatory and punitive damages. On October 16, 2007, James Calderhead answered the complaint and asserted counterclaims against Juniper for alleged breaches of the employment agreement and for alleged abuse of process in connection with Juniper’s application for injunctive relief. James Calderhead seeks compensatory and punitive damages. The Company believes that none of the counterclaims asserted by the Calderheads have any merit.

The Company is vigorously prosecuting the claims asserted against the Calderheads and is vigorously defending the counterclaims asserted by the Calderheads. The outcome of this litigation may materially affect the Company.

- 26 -

On May 8, 2008, Alan Andrus filed an action against Juniper Group, Inc. in the United States District Court for the Eastern District of New York Index No. 08 Civ. 1900. The complaint, against us, a subsidiary and Mr. Hreljanovic, asserts claims for fees of $195,000 plus interest for services rendered. Discovery is ongoing and while no estimate of the outcome can be made, the Company believes it has meritorious defenses and will prevail in this matter.

In Re New Wave Communications, Inc. a Chapter 11 Bankruptcy petition was filed on November 7, 2008 in the U.S. Bankruptcy Court for the Southern District of Indiana (Indianapolis) and assigned case #08-13975-JKC-11. The petition was voluntarily dismissed at the request of New Wave Communications, Inc. on March 6, 2009.

On December 18, 2009, New Millennium Capital Partners III, LLC; ASW Partners, LLC; ASW Offshore II, Ltd.; ASW Qualified Partners II, LLC; ASW Master Fund II, Ltd.; (“NIR Group”) filed an action entitled New Millennium, et. al. versus Juniper Group, Inc. in the Supreme Court of the State of New York County of New York Index No. 603782/09. The complaint alleges breach of the terms of certain convertible debentures and seeks equitable relief and monetary damages of $7.46 million Juniper has denied the allegations in the complaint and asserted counterclaims. A motion for preliminary injunctive relief is pending. While no estimate of the outcome can be made, the Company believes it has meritorious defenses and will prevail in this matter. However, there can be no assurance that we will be successful in defending against these claims. The NIR Group is the note holder of our Callable Secured Convertible Notes with outstanding principal at December 31, 2009 of approximately $2.6 million.

Potential Litigation

On March 19, 2010, the Company received a “Notice of Default and Demand for Payment” from JMJ Financial (“JMJ”). The letter states that as a result of the alleged defaults the holder is accelerating the notes and is demanding full payment of the outstanding balance of principal and interest on the original Note on or before April 2, 2010. The Company believes it has meritorious defenses and disputes JMJ’s claim.

ITEM 1A. Risk Factors

There have been no material changes with regard to the risk factors previously disclosed in our Annual Report on Form 10-K for the period ended December 31, 2009.

- 27 -

ITEM 2. Unregistered Sale of Equity Securities and Use of Proceeds

The Company approved the conversion of Callable Notes and the conversion of Series B Preferred Stock, (collectively referred to as the “Convertible Securities”) into unrestricted shares of common stock pursuant to the provisions of Rule 144(b)(1). The Convertible Securities were originally issued under 4(2) as private transactions exempt from registration and in all recent conversions the provisions of Rule 144(c)(1) were met in that the Company is a reporting issuer, the recipients were non-affiliates of the Company and each had held the Convertible Securities in excess of a full year. A total of 61,138,878 shares of unrestricted stock were issued during the three months ended March 31, 2010 in exchange for satisfaction of $155,301 in Convertible Securities conversions. The conversions were taken in response to the request of the holders of the Convertible Securities and upon satisfactory compliance with the provisions of Rule 144 and its provisions as set forth above.

We relied on exemptions from registration afforded by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D of the General Rules and Regulations thereunder for the sale of the Convertible Notes and warrants to investors and the issue of shares upon conversion of convertible notes, debentures and preferred stock. We believe that we have complied with the manner of sale, access to information and investor accreditation requirements of such exemptions.

ITEM 3. Defaults upon Senior Securities

Potential Litigation

On March 19, 2010, the Company received a “Notice of Default and Demand for Payment” from JMJ Financial (“JMJ”). The letter states that as a result of the alleged defaults the holder is accelerating the notes and is demanding full payment of the outstanding balance of principal and interest on the original Note on or before April 2, 2010. The Company believes it has meritorious defenses and disputes JMJ’s claim.

- 28 -

ITEM 4. Removed and Reserved

ITEM 5. Other Information

None.

ITEM 6.Exhibits

31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed by the undersigned, thereunto duly authorized.

JUNIPER GROUP, INC.

Date: December 21, 2010

By: /s/ Vlado P. Hreljanovic

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

Vlado P. Hreljanovic

Chairman of the Board, President,

Chief Executive Officer and

Chief Financial Officer

- 30 -

Index to Exhibits

Exhibit

Description

31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).

- 31 -

JUNIPER GROUP INC - FORM 10-Q/A - December 21, 2010

Attached files

JUNIPER GROUP INC Reports