Juma Technology Corp. - FORM 10-K

Attached files

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EX-32.1 - Juma Technology Corp.	v216589_ex32-1.htm
EX-31.2 - Juma Technology Corp.	v216589_ex31-2.htm
EX-31.1 - Juma Technology Corp.	v216589_ex31-1.htm
EX-23.1 - Juma Technology Corp.	v216589_ex23-1.htm
EX-32.2 - Juma Technology Corp.	v216589_ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2010

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

For the transition period from __________ to ___________

Commission file number 000-105778

Juma Technology Corp.

(Exact name of registrant as specified in its charter)

Delaware	68-0605151

(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

154 Toledo Street
Farmingdale, NY	11735

(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 300-1000

Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Name of each exchange on which registered

None	None

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

Common Stock, par value $0.0001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.oYes x No

Indicate by check mark whether the registrant (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. xYes ¨No

Indicate by checkmark 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 (§ 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). oYes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¨

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. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨Yes xNo

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2010, the last day of the registrant’s most recently completed second fiscal quarter, was $1,018,546.

As of March 24, 2011, 46,468,945 shares of the registrant’s common stock were issued and outstanding.

TABLE OF CONTENTS

		Page

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Removed and Reserved	18

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	27
Item 9A.	Controls and Procedures	27
Item 9B.	Other Information	27

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	28
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
Item 13.	Certain Relationships and Related Transactions, and Director Independence	37
Item 14.	Principal Accounting Fees and Services	38

PART IV
Item 15.	Exhibits, Financial Statement Schedules	38

PART I

Item 1. Business

Overview

Juma Technology Corp. (the “Company” “we”, “our”, “ours”, “us” or “Juma”) is a highly specialized software development firm with a complete suite of services for the management, monitoring and call routing of an entity’s voice and data systems. Our software and services are offered through Juma’s wholly owned subsidiary Nectar Services Corp. (“Nectar”). We are focused on providing our software for voice and data networks through a sales channel program of Voice over Internet Protocol (“VoIP”) and data integration firms. Our software is marketed and sold, through our sales channel, to end users in all vertical markets and businesses.

Industry and Background

Converged communications has become a major focus for IT managers primarily because moving communications onto IP networks yields cost savings for many businesses. A company can move inter-office voice circuits onto data connections, thereby reducing the number of carrier circuits and recurring monthly fees. In addition, Internet Protocol (“IP”) technology is less expensive to deploy and administer in both existing and new facilities. Reduction in the amount of cabling and the ease of being able to move personnel within facilities are two advantages of convergence.

Savings are not limited only to facilities management and network operations costs. IP telephony services are also emerging in the form of carrier services. Public Switch Telephone Network and voice T-1 lines can be migrated to deliver phone calls over IP directly through the carrier. VoIP carrier services, sometimes referred to as IP Centrex, have entered the mainstream U.S. market and are expected to grow more than five times in the next two years as new services and providers emerge.

It is Juma’s belief that the industry will realize the following growth in the near future:

Voice communications will continue to evolve as an IP network-centric application.

Voice applications and converged voice and data IP networks will continue to be the top areas of concern for IT managers for the next several years. Development of security and firewall features will emerge within voice-centric products to allow more remote network or home worker deployments and more robust internetworking between disparate locations of medium and large enterprises.

Outsourcing and co-management of services, systems and a hybrid of local and hosted infrastructure will continue to grow particularly as cloud-based computing and networking adoption rates increase.

Hosted telephony offers will continue to grow as traditional wire line providers begin to evolve their business models and become more IP-centric. However, these organizations will not have the knowledge and experience necessary to integrate voice, data and network security effectively for clients. Traditional wireline providers will need to rely on systems integrators to sell their communication offerings and engineer customer networks.

Voice equipment manufacturers will evolve away from hardware-centric solutions and become more software-based. The pace at which the communications market is moving will leave manufacturers with less time to develop and test products, thus encouraging them to adopt standardized hardware protocols and concentrate research and development efforts on the software components of their solutions. The importance of monitoring and managing these software-based networks will increase as the mission critical nature of communications, particularly within call center and other customer-facing activities, moves onto IP networks which count on call routing, call quality and ample bandwidth. Nectar Services Corp. is one of a small number of platforms able to view, act upon and report quality of service in real time over disparate networks and interoperating with a broad range of vendors and all major vendors including Avaya, Nortel, Cisco, Juniper, Microsoft, HP, Extreme Networks and others.

The trend in workforce mobilization will continue to grow and be a driving force for converged solutions.

Voice and video conferencing are additional applications that are moving onto converged networks. The physical security surveillance and control markets have also been converting their systems toward network-based applications. The physical security market is considered to be adjacent to the communications market since the same facilities management staff within a company typically administers both systems.

This movement to VoIP and converged communications leads to complexities and management difficulties that have never existed before. Voice traffic over a network is not the same as data traffic over the same network. Voice is a mission critical application and business will not accept poor services or dropped calls. While the industry has been moving forward in the adoption of VoIP there are few tools to truly garner many of the benefits of VoIP and assist in the maintenance and monitoring of these systems to ensure that the systems are operating properly.

Business Model and Concept

Juma believes its key competitive advantage to its monitoring, maintenance and call routing software is due to the Companies lineage in the converged communications services market. Prior to operating exclusively through Nectar, Juma was a converged systems integrator providing both VoIP and data consultative services and solutions focused on the clients’ business needs. The foundation for Juma’s Unified Communications solutions and offerings arose from these two core and distinct practices. This prior experience as a systems integrator highlighted the difficulties that system integrators face installing, managing and maintaining these complex converged systems. In addition, it highlighted the frustration many customers experience with a converged system. After months of implementations customers may not see the cost savings originally anticipated, system complexities may be overwhelming or require a dedicated staff to manage updates and changes and system outages or anomalies result in lower quality of the service and systems. It is as a result of all of these issues that Nectar began developing software tools to address all of these concerns for the various parties involved. A key focus for Juma was to also move from a one-time sales model to a reoccurring revenue line of business. The software products that generate long-term contracts with recurring revenue are:

Converged Management Platform (“CMP”)

Enterprise Session Management (“ESM”)

Hosted Telephony Service (“HTS”)

These respective services are marketed and sold via an indirect channel model. The indirect channel comprises resellers, distributors and agents of IP Telephony and traditional carrier services. At present, Juma’s Nectar Services Corp. has agreements in place with the top 15 Avaya Channel Partners, and several other IT consulting, engineering, outsourcing and managed service providers. The development of the indirect channel optimizes sales dynamics for Juma’s advanced services and provides “white label” opportunities for the larger indirect agents. Juma is therefore able to penetrate the market, from small and medium businesses through enterprise customers without incurring high SG&A costs.

Converged Management Platform - Overview

The Converged Management Platform, a suite of software-based services developed and managed by Nectar Services Corp., is an intelligent distributed platform that converges monitoring of voice and data equipment and also enables remote management of the different layers of a client’s network and systems infrastructure to provide a unified view the health and status of an entire network. Technology elements are mapped to real business processes and user groups, determined by the customer, providing immediate recognition of affected processes. The Platform allows assessments of the overall systems health and the operation and availability of each component contributing to the business services (i.e. voicemail phone registration, call accounting, call center applications, etc.). The software platform is provided as a service to Managed Service Providers in enabling them to monitor and manage their end-clients’ facilities. The service is also sold by Managed Service Providers, or “channel partners,” directly to IT buyers within larger businesses and enterprises enabling them visibility into their IP network environment, enabling them to observe and address performance issues in real-time, regardless of the type of vendor equipment they have in place, including multi-vendor equipment.

Highlights

24/7 Remote monitoring and alarming

Business process correlation and dashboard system

Fault Isolation and analysis services

Remote programming services

Release upgrade management

Application topology and event management

OSS integration

Benefits

Manage applications that span across technology silos and vendors, including PBX’s, switches and servers regardless of application

Map voice and data assessments to business processes and provide for charging back of services to multiple business units

Eliminate capital expenditures usually required by the purchase of a traditional network management software and infrastructure to operate the software

Reduce mean time to repair factors in servicing a client

Enterprise Session Management – Overview

Businesses easily recognize the advantages and cost savings associated with unified communications, but implementing a unified communications system can be a challenge. Often times, companies maintain disparate telephony systems, which are difficult to manage and fail to take advantage of the full benefits associated offered by unified communications. Enterprise Session Management is a managed services software solution that enables customers to preserve their investment in existing telecommunications systems while transitioning to VoIP. The solution can deliver significant cost savings, inherent business continuity, intelligent call-routing and the centralization of both applications and management. With Enterprise Session Management, companies can accelerate their transition to VoIP without discarding their telephony infrastructure investments. Enterprise Session management essentially transforms hundreds or even thousands of disparate PBX systems into a unified, enterprise-wide telephony platform that now takes advantage of intelligent call routing, dynamic business continuity and significant cost savings on carrier services by leveraging existing corporate wide area networks. These services are managed using a simple and intuitive application that can be easily administered by existing staff.

The Enterprise Session Management platform enables carrier class routing and session management functionality that is completely vendor and carrier agnostic made specifically for enterprise or business customers. Using simple and intuitive web-based tools, companies can seamlessly manage their telephony architecture. Current PBX’s and IP PBX’s require the configuration of static trunks between systems that which to communicate with each other. This practice creates design and management complexity that grows exponentially with the number of systems. Enterprise Session Management requires a single signaling trunk and PBX’s are automatically peered assuring numerous benefits.

Benefits

Potential for significant inbound and outbound toll savings leveraging SIP carrier services

Scalability

Wide area data network optimization enabling toll bypass and other cost savings

Disaster recovery (re-routing calls paths enterprise-wide)

Centralized visibility of call traffic

Dynamic capacity management

Carrier diversification

Standards based solution points and delivery method ensure continued future use

Simplified administration

Hybrid telephony environment support

Centralized signaling

Unified Network based dial plan

Robust VoIP security features

Hosted Telephony Service – Overview

The Hosted Telephony Service allows a small to medium size business to gain the features and functionality of Fortune 500 firms without the increased cost of purchasing a corporate Private Branch Exchange (“PBX”) and without equipment overhead and maintenance problems.

Overall Objectives

Deliver feature functionality of Avaya Enterprise Communication Manager to organizations of all sizes at a fixed monthly cost

Service includes carrier services, maintenance of core Data Center equipment, management, moves and changes, and 24x7 monitoring

Unified Messaging links Voice, and Fax messages which can be delivered into a client’s email service enabling one view while maintaining control as to where each is actually stored

Offer flexible hosted service which allows customer to mix and match local dial tone, hosted dial tone, hosted PBX, and on-premise survivable PBX into a custom service that matches the customer’s business and technology requirements while minimizing risk.

Key Messaging

No purchase of corporate PBX system licenses

Cost savings on carrier services with bundled services

Industry’s first high availability hosted telephony platform with carrier and Customer Premise Equipment based fault tolerance options with zero or limited feature loss when running in Customer Premise Equipment survivable mode

One bill for all voice communication needs

All Enterprise Avaya telephony advanced features for any size company

Key Differentiators

Based on an Enterprise Telephony platform, not Small Business focused IP Soft-switch for Centrex replacement.

Survivability - reliable service 24/7

Call Center Features and functionality

Extension to Cellular Technology (leveraging Avaya technology)

Allows customers to use existing carrier dial tone

The Hosted Telephony Service is directly connected (meaning Nectar’s switching equipment in Nectar’s data centers) to the Public Switched Telephone Network.

Hosted Telephony Services can use traditional digital or new IP handsets at the client premises

Competitive Business Conditions

Management is aware of similar products and services that compete directly with our products and services and some of the companies developing these similar products and services are larger, better-financed companies that may develop products superior to ours. Some of our current and prospective competitors are Integrated Research, Avaya and Solarwinds, Inc. These companies are larger and have greater financial resources, which could create significant competitive advantages for those companies. Our future success depends on our ability to compete effectively with our competitors. As a result, we may have difficulty competing with larger, established competitor companies. Generally, these competitors have:

substantially greater financial, technical and marketing resources

larger customer base

better name recognition

potentially more expansive product offerings

These competitors are likely to command a larger market share, which may enable them to establish a stronger competitive position than we have, in part, through greater marketing opportunities. If we fail to address competitive developments quickly and effectively, we may not be able to remain a viable entity.

Sources and Availability of Raw Materials

We rely on third-party suppliers for clients that leverage our platform to connect to the Public Switched Telephone Network, wholesale carrier services suppliers are used, particularly Global Crossing and Level-3. Although we believe we can secure other suppliers, we expect that the deterioration or cessation of any relationship would have a material adverse effect, at least temporarily, until new relationships are satisfactorily in place.

We also run the risk of supplier price increases and component shortages or service limitations. Competition for materials in short supply can be intense, and we may not be able to compete effectively against other purchasers who have higher volume requirements or more established relationships with respect to hardware and increased competition may drive down carrier-services rates industry-wide limiting the value of providing carrier services options to clients through the platform. Even if suppliers have adequate supplies of components or service options, they may be unreliable in meeting delivery schedules, experience their own financial difficulties, provide components of inadequate quality/service or provide them at prices which reduce our profit. Any problems with our third-party suppliers can be expected to have a material adverse effect on our financial condition, business, results of operations and continued growth prospects.

Dependence on Major Customers

We generate our sales through a limited number of Channel Partners, who are comprised of the top 15 Avaya Channel Partners and several other IT consulting, engineering, outsourcing and managed services companies, and do not have a direct sales force. This limits our ability to drive sales or interface with the end customer. If our Channel Partners encounter difficulty selling our products or choose to no longer sell our products our sales will be adversely affected.

Patents, Licenses, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts

As of December 31, 2010, we did not own, legally or beneficially, any patents. However, we have filed for several patent applications (domestically and internationally) which have been published both with the United States Patent and Trademark Office and the Economic Union Patent, Copyright and Trademark Office, and are awaiting examination. We do legally own several trademarks.

Research and Development

We incurred research and development expenditures of $223,036 and $372,023 and for the years ended December 31, 2010 and 2009, respectively. These expenses were related to the development of the Nectar Services Corp. carrier services platforms (i.e. managed, carrier, and hosted telephony services). The Company believes that research and development costs will begin to decrease as the Nectar platform and product offerings are sold into the market.

Existing and Probable Governmental Regulation

The current regulatory environment for our services does not impact our business operations in a significant manner. Nevertheless, the current regulatory environment for our services remains unclear. Our VoIP and other services are not currently subject to all of the same regulations that apply to traditional telephony. It is possible that Congress and some state legislatures may seek to impose increased fees and administrative burdens on VoIP, data, and video providers. The FCC has already required us to meet various emergency service requirements (such as “E911”) and interception or wiretapping requirements, such as the Communications Assistance for Law Enforcement Act (“CALEA”). In addition, the FCC may seek to impose other traditional telephony requirements such as disability access requirements, consumer protection requirements, number assignment and portability requirements, and other obligations, including additional obligations regarding E911 and CALEA. Such regulations could result in substantial costs depending on the technical changes required to accommodate the requirements, and any increased costs could erode our pricing advantage over competing forms of communication and may adversely affect our business.

Compliance with Environmental Laws

We did not incur any costs in connection with the compliance with any federal, state, or local environmental laws.

Employees

As of January 15, 2011, Juma had 49 full-time employees. Juma also engages the services of a number of individual and corporate consultants. We believe our relations with our employees are good. None of our employees are represented by or are members of any labor union, and we are not a party to any collective bargaining agreement.

The Company leases all of its employees from Inspirity, Inc., an unrelated third party. Inspirity provides payroll processing functions, employee benefits administration and other human resource functions for the Company. While the employees are leased from and paid by Inspirity and Inspirity files all required tax returns, the employees are managed exclusively by the Company and the Company sets the terms of all employment agreements, salaries and other terms of employment.

Background

Edmonds 4, Inc. was formed as a Delaware corporation on August 19, 2004 for the purpose of finding a suitable business in which to invest. On March 25, 2005, pursuant to the terms of a Stock Purchase Agreement, Glen Landry purchased 100,000 shares pre-split of the issued and outstanding common stock of Edmonds 4, Inc. from Richard Neussler, the sole officer, director and stockholder of the Company. At such time Glen Landry was appointed as the President, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors.

As a result of this change in control, Edmonds 4, Inc. changed its business plan to the production of cosmetics and creams. On April 8, 2005, the certificate of incorporation was amended to change the name of the Company to Elite Cosmetics, Inc., to better reflect the business plan. On March 2, 2006, the certificate of incorporation was amended to change the name of the Company to X and O Cosmetics, Inc. (“XO”). Immediately prior to the reverse merger described in the following paragraph, XO had two employees, and was controlled by Glen Landry. Mr. Landry beneficially owned 99% of the outstanding stock of XO and was also an officer and director. XO had no income from operations and had a substantial accumulated deficit.

Reverse Merger

On November 14, 2006, XO consummated an agreement with Juma Technology, LLC, pursuant to which XO acquired 100% of Juma Technology, LLC’s member interests in exchange for 33,250,731 shares of our common stock (the “Reverse Merger”). The transaction was treated for accounting purposes as a recapitalization by Juma Technology, LLC as the accounting acquirer.

Prior to the Reverse Merger, there were 259,830,000 shares of our common stock outstanding. As part of the Reverse Merger, 33,250,731 shares of our common stock were issued to former members of Juma Technology, LLC and their affiliates; and XO’s former officer and director, Glen Landry returned 251,475,731 of his 256,500,000 shares of common stock back to treasury. After giving effect to this share cancellation and the cancellation of 90,000 shares of common stock owned by Mr. Landry’s wife, there were 8,274,269 shares of common stock outstanding at the time of the reverse merger. The 8,274,269 shares were comprised of approximately 3,250,000 shares owned by non-affiliates of XO, 5,024,269 shares owned by Mr. Landry, which shares were held pursuant to the terms of an escrow agreement between Mr. Landry and certain persons, and were subsequently transferred by Mr. Landry in private transactions to certain persons noted in the contribution agreement signed in connection with the reverse merger, and 10,000 shares issued to an employee for services. Following the transaction, there were 41,535,000 shares of common stock issued and outstanding.

On January 28, 2007, XO changed its name to Juma Technology Corp.

The Company has carried on Juma Technology, LLC’s business, as described below.

On March 6, 2007, the Company completed the acquisition of AGN Networks, Inc. (“AGN”) through the merger of AGN into a newly formed wholly owned subsidiary of the Company pursuant to an Agreement and Plan of Merger. The Company acquired AGN networks, Inc. as it is in the business of delivering telephone company service to operators of Voice over Internet Protocol Telephone systems. Its customers include mid range and enterprise sized corporate, institutional and government organizations. AGN’s services enhance functionality and increase fault-tolerance while providing for robust business continuity via disaster recovery mechanisms. Its flagship offering allows Internet Protocol (“IP”) PBX’s to be interconnected to the Public Switched Telephone Network in 30 minutes or less.

In February 2008, AGN Networks Inc. changed its name to Nectar Services Corp.

On March 18, 2011, the Company and Carousel Industries of North America, Inc. (the “Purchaser”) executed and delivered a certain Assignment and Assumption Agreement (the “Agreement”). Upon the terms and subject to the conditions set forth therein, the Agreement provided for the assignment to and the assumption by the Purchaser of a list of scheduled maintenance agreements related to the Company’s telecommunications and systems integration business. The Purchaser paid to the Company an advance against the earn-out payment equal to $250,000, $188,284 of which was paid on behalf of the Company on January 31, 2011 and $61,716 at the closing. The earn-out payment is based on 50% of the profits as defined under the Agreement earned during the 12-month period following the closing.

The Company’s principal executive offices are located at 154 Toledo Street, Farmingdale, NY 11735 and its telephone number is (631) 300-1000.

Item 1A. Risk Factors.

RISK FACTORS

Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this Annual Report on Form 10-K, before purchasing shares of our common stock. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. The risks described below are not the only ones we will face. If any of these risks actually occurs, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment.

Risks Related to Our Business

We may fail to continue as a going concern, in which event you may lose your entire investment in our shares.

Our audited financial statements have been prepared on the assumption that we will continue as a going concern. As indicated by our independent registered public accountants in their report relative to the Company’s financial statements as of December 31, 2010 and as discussed in Note 1 to the financial statements, the Company has incurred significant recurring losses. The realization of a major portion of its assets is dependent upon its ability to meet its future financing needs and the success of its future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

If we fail to continue in business, you will lose your investment in the Company shares that you have acquired.

We have significant short-term debt which we are unable to repay; in the event that this debt is not extended or restructured you may lose your entire investment in our shares.

We owe approximately $19.5 million in short-term debt and $3.6 million in trade payables and accruals as of December 31, 2010. If we are unable to extend or favorably amend the terms we will be forced to cease all operations, as we do not have the funds available to repay these obligations and management believes it would be difficult to obtain new financing from an outside party. If the Company’s creditors demand payment of its obligations they could force the Company into bankruptcy to collect their obligations.

If we are forced into bankruptcy, you will lose your investment in the Company shares that you have acquired.

Because a vendor that was used in connection with our discontinued operations retains a security interest in our assets we may be restricted from pledging, assigning or selling these encumbered assets.

A vendor that was used in connection with our discontinued operations retains a security interest in predominantly all of our assets, including accounts receivable, inventory and work in process. The vendor will release its security interest one hundred and twenty days following payment of all indebtedness incurred under a trade payables agreement entered into in December 2010. This security interest would preclude us from pledging, assigning or selling those assets without their prior approval. Our inability to use our assets as Management deems necessary could hamper our ability to conduct business and could limit our ability to grow and even function as a business. If Management is precluded from making decisions which it feels are in the best interest of the Company then its growth and position in the market could be threatened or diminished.

Because larger and better-financed competitors may affect our ability to operate our business and achieve profitability, our business may fail.

Management is aware of similar products and services that compete directly with our products and services and some of the companies developing these similar products and services are larger, better-financed companies that may develop products superior to ours. Many of our current and prospective competitors are larger and have greater financial resources, which could create significant competitive advantages for those companies. Our future success depends on our ability to compete effectively with our competitors. As a result, we may have difficulty competing with larger, established competitor companies. Generally, these competitors have:

substantially greater financial, technical and marketing resources;

larger customer base;

better name recognition; and

potentially more expansive product offerings.

Because we depend on our key personnel, the loss of their services or the failure to attract additional highly skilled personnel could adversely affect our operations.

If we are unable to maintain our key personnel and attract new employees with high levels of expertise in those areas in which we propose to engage, without unreasonably increasing our labor costs, the execution of our business strategy may be hindered and our growth limited. We believe that our success is largely dependent on the continued employment of our senior management and the hiring of strategic key personnel at reasonable costs. We have entered into written employment agreements with Anthony M. Servidio, Joseph Fuccillo, Anthony Fernandez, David Giangano and Frances Vinci. These agreements provide for terms of one to three years; however, the applicable executive may terminate such agreement on notice. We do not have “key-person” insurance on the lives of any of our key officers or management personnel to mitigate the impact to our company that the loss of any of them would cause. Specifically, the loss of any of our executive officers would disrupt our operations and divert the time and attention of our remaining officers. If any of our current senior managers were unable or unwilling to continue in his or her present position, or if we were unable to attract a sufficient number of qualified employees at reasonable rates, our business, results of operations and financial condition will be materially adversely affected.

Because our revenues are subject to fluctuations due to general economic conditions, we cannot guarantee the success of our business.

Expenditures by businesses tend to vary in cycles that reflect overall economic conditions as well as budgeting and buying patterns. Our revenue could be materially reduced by a decline in the economic prospects of businesses or the economy in general, which could alter current or prospective businesses’ spending priorities or budget cycles or extend our sales cycle. Due to such risks, you should not rely on quarter-to-quarter comparisons of our results of operations as an indicator of our future results.

If we are not able to adequately protect our proprietary rights, our operations would be negatively impacted.

We believe that our ability to compete partly depends on the superiority, uniqueness and value of our technology, including both internally developed technology and technology licensed from third parties. To protect our proprietary rights, we rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Despite these efforts, any of the following may reduce the value of our intellectual property:

our applications for patents, trademarks and copyrights relating to our business may not be granted and, if granted, may be challenged or invalidated;

once issued, patents, trademarks and copyrights may not provide us with any competitive advantages;

our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;

our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop; or

another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products.

In addition, we may not be able to effectively protect our intellectual property rights in certain foreign countries where we may do business in the future or from which competitors may operate.

If we are forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us relating to intellectual property rights, legal fees and court injunctions could adversely affect or end our business.

Disputes regarding the ownership of technologies are common and likely to arise in the future. We may be forced to litigate to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of other parties’ proprietary rights. Any such litigation could be very costly and could distract our management from focusing on operating our business.

If we are later subject to claims that we have infringed the proprietary rights of others or exceeded the scope of licenses, we may be required to obtain a license or pay additional fees or change our designs or technology.

We can give no assurances that infringement or invalidity claims (or claims for indemnification resulting from infringement claims) will not be asserted or prosecuted against us or that any such assertions or prosecutions will not materially adversely affect our business. Regardless of whether any such claims are valid or can be successfully asserted, defending against such claims could cause us to incur significant costs and could divert resources away from our other activities. In addition, assertion of infringement claims could result in injunctions that prevent us from distributing our products. If any claims or actions are asserted against us, we may seek to obtain a license to the intellectual property rights that are in dispute. Such a license may not be available on reasonable terms, or at all, which could force us to change our software designs or other technology.

If we expand into international markets, our inexperience outside the United States would increase the risk that our international expansion efforts will not be successful, which would in turn limit our prospects for growth.

We may explore expanding our business to other countries. Expansion into international markets requires significant management attention and financial resources. In addition, we may face the following risks associated with any expansion outside the United States:

challenges caused by distance, language and cultural differences;

legal, legislative and regulatory restrictions;

currency exchange rate fluctuations;

economic instability;

longer payment cycles in some countries;

credit risk and higher levels of payment fraud;

potentially adverse tax consequences; and

higher costs associated with doing business internationally.

These risks could harm our international expansion efforts, which would in turn harm our business prospects.

If we experience significant fluctuations in our operating results and rate of growth, our business may be harmed.

Our results of operations may fluctuate significantly due to a variety of factors, many of which are outside of our control and difficult to predict. The following are some of the factors that may affect us from period to period and may affect our long-term financial performance:

our ability to retain and increase revenues associated with customers and satisfy customers’ demands;

our ability to be profitable in the future;

our investments in longer-term growth opportunities;

changes to service offerings and pricing by us or our competitors;

changes in the terms, including pricing, of our agreements with our equipment manufacturers;

the effects of commercial agreements and strategic alliances and our ability to successfully integrate them into our business;

technical difficulties, system downtime or interruptions;

the effects of litigation and the timing of resolutions of disputes;

the amount and timing of operating costs and capital expenditures;

changes in governmental regulation and taxation policies; and

changes in, or the effect of, accounting rules, on our operating results, including new rules regarding stock-based compensation.

If we do not successfully enhance existing products and services or fail to develop new products and services in a cost-effective manner to meet customer demand in the rapidly evolving market for internet and IP-based communications services, our business may fail.

The market for communications software is characterized by rapidly changing technology, evolving industry standards, changes in customer needs and frequent new service and product introductions. We are currently focused on delivering software. Our future success will depend, in part, on our ability to develop and use leading technologies effectively, to continue to develop our technical expertise, to enhance our existing software and to develop new software that meets changing customer needs on a timely and cost-effective basis. We may not be able to adapt quickly enough to changing technology, customer requirements and industry standards. If we fail to use new technologies effectively, to develop our technical expertise and software, or to enhance existing software on a timely basis, either internally or through arrangements with third parties, our product offerings may fail to meet customer needs, which would adversely affect our revenues and prospects for growth.

Our software may have technological problems or may not be accepted by consumers. To the extent we pursue commercial agreements, acquisitions and/or strategic alliances to facilitate new product or service activities, the agreements, acquisitions and/or alliances may not be successful. If any of this were to occur, it could damage our reputation, limit our growth, negatively affect our operating results and harm our business.

In addition, if we are unable, for technological, legal, financial or other reasons, to adapt in a timely manner to changing market conditions or customer requirements, we could lose customers, strategic alliances and market share. Sudden changes in user and customer requirements and preferences, the frequent introduction of new products and services embodying new technologies and the emergence of new industry standards and practices could render our existing products, services and systems obsolete. The emerging nature of software in the technology and communications industry and their rapid evolution will require that we continually improve the performance, features and reliability of our software. Our success will depend, in part, on our ability to:

enhance our existing products;

design, develop, launch and/or license new products, services and technologies that address the increasingly sophisticated and varied needs of our current and prospective customers; and

respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

The development of additional products and services and other proprietary technology involves significant technological and business risks and requires substantial expenditures and lead-time. We may be unable to use new technologies effectively. Updating our technology internally and licensing new technology from third parties may also require us to incur significant additional capital expenditures.

Because we rely on third-party suppliers for software, systems and related services, we are at risk of interruption of supply or increase in costs, in which events would harm our business and results of operation.

We rely on third-party suppliers for some of the hardware, software and services necessary for our products and services. Although we believe we can secure other suppliers, we expect that the deterioration or cessation of any relationship would have a material adverse effect, at least temporarily, until new relationships are satisfactorily in place.

We also run the risk of supplier price increases and component shortages. Competition for materials in short supply can be intense, and we may not be able to compete effectively against other purchasers who have higher volume requirements or more established relationships. Even if suppliers have adequate supplies of components and services, they may be unreliable in meeting delivery schedules, experience their own financial difficulties, provide components of inadequate quality or provide them at prices which reduce our profit. Any problems with our third-party suppliers can be expected to have a material adverse effect on our financial condition, business, results of operations and continued growth prospects.

Because we outsource certain operations, we are exposed to losses related to the failure of third-party vendors to deliver their services to us.

We do not develop and maintain all of the products and services that we offer. We rely on various third-party service providers to perform these services on our behalf. In addition, we outsource parts of our operations to third parties and may continue to explore opportunities to outsource others. Accordingly, we are dependent, in part, on the services of third-party service providers, which may raise concerns by our resellers and customers regarding our ability to control the services we offer them if certain elements are managed by another company. In the event that these service providers fail to maintain adequate levels of support, do not provide high quality service or discontinue their lines of business or cease or reduce operations, our business, operations and customer relations may be impacted negatively and we may be required to pursue replacement third-party relationships, which we may not be able to obtain on as favorable terms or at all. Although we continually evaluate our relationships with our third-party service providers and plan for contingencies if a problem should arise with a provider, transitioning services and data from one provider to another can often be a complicated and time consuming process and we cannot assure that if we need to switch from a provider we would be able to do so without significant disruptions, or at all. If we were unable to complete a transition to a new provider on a timely basis, or at all, we could be forced to either temporarily or permanently discontinue certain services which may disrupt services to our customers. Any failure to provide services would have a negative impact on our revenues.

If we experience service interruptions or other impediments to operations, our business could be significantly harmed.

Our network infrastructure and the networks of our third-party providers are vulnerable to damaging software programs, such as computer viruses and worms. Certain of these programs have disabled the ability of computers to access the Internet, requiring users to obtain technical support. Other programs have had the potential to damage or delete computer programs. The development and widespread dissemination of harmful programs has the potential to seriously disrupt Internet usage. If Internet usage is significantly disrupted for an extended period of time, or if the prevalence of these programs results in decreased Internet usage, our business could be materially and adversely impacted.

We depend on the security of our networks and, in part, on the security of the network infrastructures of our third party telecommunications service providers, our outsourced customer support service providers and our other vendors. Unauthorized or inappropriate access to, or use of, our network, computer systems and services could potentially jeopardize the security of confidential information, including credit card information, of our users and of other third parties. Some consumers and businesses have in the past used our network, services and brand names to perpetrate crimes and may do so in the future. Users or other third parties may assert claims of liability against us as a result of any failure by us to prevent these activities. Although we use security measures, there can be no assurance that the measures we take will be successfully implemented or will be effective in preventing these activities. Further, the security measures of our third party network providers, our outsourced customer support service providers and our other vendors may be inadequate. These activities may subject us to legal claims, may adversely impact our reputation, and may interfere with our ability to provide our services.

Our operations and services depend on the extent to which our computer equipment and the computer equipment of our third-party network providers are protected against damage from fire, flood, earthquakes, power loss, telecommunications failures, break-ins, acts of war or terrorism and similar events. We have two technology centers in the U.S., one located in Westchester County, NY and another in Florida, which contain a significant portion of our computer and electronic equipment. These technology centers host and manage our applications and services. Despite precautions taken by us and our third-party network providers, over which we have no control, a natural disaster or other unanticipated problem that impacts this location or our third-party providers’ networks could cause interruptions in the services that we provide. Such interruptions in our services could have a material adverse effect on our ability to provide Internet services to our subscribers and, in turn, on our business, financial condition and results of operations.

The success of our business depends on the capacity, reliability and security of our network infrastructure, including that of our third-party telecommunications providers’ networks. We may be required to expand and improve our infrastructure and/or purchase additional capacity from third-party providers to meet the needs of an increasing number of subscribers and to accommodate the expanding amount and type of information our customers communicate over the Internet. Such expansion and improvement may require substantial financial, operational and managerial resources.

If we are not able to expand or improve our network infrastructure, including acquiring additional capacity from third-party providers, to meet additional demand or changing subscriber requirements on a timely basis and at a commercially reasonable cost, or at all, and our business may fail.

We may experience increases in usage that exceed our available capacity. As a result, users may be unable to register or log on to use our services, may experience a general slow-down in their Internet connection or may be disconnected from their sessions. Inaccessibility, interruptions or other limitations on the ability of customers to access services due to excessive user demand, or any failure of our network to handle user traffic, could have a material adverse effect on our revenues. While our objective is to maintain excess capacity, our failure to expand or enhance our network infrastructure, including our ability to procure excess capacity from third-party providers, on a timely basis or to adapt to an expanding subscriber base or changing subscriber requirements could materially adversely affect our business, financial condition and results of operations.

If we engage in future acquisitions or strategic investments or mergers, we are subject to significant risks and losses related to those acquisitions.

Our long-term growth strategy includes identifying and acquiring or investing in or merging with suitable candidates on acceptable terms. In particular, over time, we may acquire or make investments in or merge with providers of product offerings that complement our business.

Acquisitions involve a number of risks and present financial, managerial and operational challenges, including:

diversion of management attention from running our existing business;

increased expenses, including travel, legal administrative and compensation expenses related to newly hired employees;

high employee turnover amongst the employees of the acquired company;

increased costs to integrate the technology, personnel, customer base and business practices of the acquired company with our own;

potential exposure to additional liabilities;

potential adverse effects on our reported operating results due to possible write-down of goodwill and other intangible assets associated with acquisitions;

potential disputes with sellers of acquired businesses, technologies, services or products; and

inability to utilize tax benefits related to operating losses incurred by acquired businesses.

Moreover, performance problems with an acquired business, technology, service or product could also have a material adverse impact on our reputation as a whole. In addition, any acquired business, technology, service or product could significantly under-perform relative to our expectations, and we may not achieve the benefits we expect from our acquisitions.

For all these reasons, our pursuit of an acquisition and/or investment and/or merger strategy or any individual acquisition or investment or merger, could have a material adverse effect on our business, financial condition and results of operations.

Because director and officer liability is limited, investors may have no recourse against them personally should the business fail.

As permitted by Delaware law, our certificate of incorporation, limits the personal liability of directors to the fullest extent permitted by the provisions of Delaware Corporate Law. As a result of our charter provision and Delaware law, stockholders may have limited rights to recover against directors for breach of fiduciary duty. In addition, our certificate of incorporation does not limit our power to indemnify our directors and officers to the fullest extent permitted by law.

Risks Relating to our Industry

If the market for VoIP and other communication services does not develop as anticipated, our business would be adversely affected.

The success of our VoIP services and software depends on growth in the number of VoIP users, which in turn depends on wider public acceptance of VoIP telephony. The VoIP communications medium is in its early stages and may not develop a broad audience. Potential new users may view VoIP as unattractive relative to traditional telephone services for a number of reasons, including the need to purchase computer headsets or the perception that the price advantage for VoIP is insufficient to justify the perceived inconvenience. Potential users may also view more familiar online communication methods, such as e-mail or instant messaging, as sufficient for their communications needs. There is no assurance that VoIP will ever achieve broad public acceptance.

Similarly, our other communications services offerings are technologically advanced and new to most users. There is a chance that potential clients will not be comfortable with including emerging technologies into their corporate infrastructure. Such reluctance would have a measurable and adverse impact on our profitability.

If we are unable to generate significant volumes of sales from our Channel Partners then our revenue may not grow as expected or may decline.

We generate our sales through Channel Partners and do not have a direct sales force. This limits our ability to drive sales or interface with the end customer. If our Channel Partners encounter difficulty selling our products or choose to no longer sell our products our sales will be adversely affected.

Because we may be subject to various government regulations, costs associated with those regulations may materially adversely affect our business.

The current regulatory environment for our services remains unclear. Our VoIP and other services are not currently subject to all of the same regulations that apply to traditional telephony. It is possible that Congress and some state legislatures may seek to impose increased fees and administrative burdens on VoIP, data, and video providers. The FCC has already required us to meet various emergency service requirements (such as “E911”) and interception or wiretapping requirements, such as the Communications Assistance for Law Enforcement Act (“CALEA”). In addition, the FCC may seek to impose other traditional telephony requirements such as disability access requirements, consumer protection requirements, number assignment and portability requirements, and other obligations, including additional obligations regarding E911 and CALEA. Such regulations could result in substantial costs depending on the technical changes required to accommodate the requirements, and any increased costs could erode our pricing advantage over competing forms of communication and may adversely affect our business.

The use of the Internet and private IP networks to provide voice, video and other forms of real-time, two-way communications services is a relatively recent development. Although the provisioning of such services is currently permitted by United States law and largely unregulated within the United States, several foreign governments have adopted laws and/or regulations that could restrict or prohibit the provisioning of voice communications services over the Internet or private IP networks. More aggressive domestic or international regulation of the Internet in general, and Internet telephony providers and services specifically, may materially and adversely affect our business, financial condition, operating results and future prospects, particularly if increased numbers of governments impose regulations restricting the use and sale of IP telephony services.

In addition to regulations addressing Internet telephony and broadband services, other regulatory issues relating to the Internet in general could affect the Company’s ability to provide services. Congress has adopted legislation that regulates certain aspects of the Internet, including online content, user privacy, taxation, liability for third-party activities and jurisdiction. In addition, a number of initiatives pending in Congress and state legislatures would prohibit or restrict advertising or sale of certain products and services on the Internet, which may have the effect of raising the cost of doing business on the Internet generally.

If there are large numbers of business failures and mergers in the communications industry, our ability to manage costs or increase our subscriber base may be adversely affected.

The intensity of competition in the communications industry has resulted in significant declines in pricing for communications services. The intensity of competition and its impact on communications pricing have caused some communications companies to experience financial difficulty. Our prospects for maintaining or further improving communications costs could be negatively affected if one or more key communications providers were to experience serious enough difficulties to impact service availability, if communications companies merge reducing the number of companies from which we purchase wholesale services, or if communications bankruptcies and mergers reduce the level of competition among communications providers.

Risk Relating to our Common Stock

Since our common stock is quoted on a service, its stock price may be subject to wide fluctuations.

Our common stock is not currently listed on any exchange; but it is authorized for quotation on the OTC Bulletin Board. Accordingly, the market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

technological innovations or new products and services by us or our competitors;

intellectual property disputes;

additions or departures of key personnel;

sales of our common stock;

our ability to execute our business plan;

operating results that fall below expectations;

loss of any strategic relationship;

industry developments;

economic and other external factors; and

period-to-period fluctuations in our financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Common Stock.

Because we do not expect to pay dividends in the foreseeable future, any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as our board of directors may consider relevant. If we do not pay dividends, a return on an investment in our common stock will only occur if our stock price appreciates.

Because we have become public by means of a reverse merger, we may not be able to attract the attention of major brokerage firms.

There may be risks associated with Juma’s becoming public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us. No assurance can be given that brokerage firms will, in the future, assign analysts to cover the Company or want to conduct any secondary offerings on our behalf.

Because our common stock may be deemed a “penny stock,” Investors may find it more difficult to sell their shares.

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or that have tangible net worth of less than $5.0 million ($2.0 million if the company has been operating for three or more years) or that have average revenues less than $6.0 million for the past three years. These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. Remaining subject to the penny stock rules for any significant period could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

Furthermore, for companies whose securities are traded in the OTC Bulletin Board, it is more difficult to obtain accurate quotations, obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and obtain needed capital.

If there are large sales of a substantial number of shares of our common stock, our stock price may significantly decline.

If our stockholders sell substantial amounts of our common stock in the public market, including shares issued in connection with certain financings, which financings are described in the Management’s Discussion of Financial Condition and Results of Operations below, the market price of our common stock could fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Because our directors, executive officers and entities affiliated with them beneficially own a substantial number of shares of our common stock, they have significant control over certain major decisions on which a stockholder vote is required and they may discourage an acquisition of us.

Our executive officers, directors and affiliated persons currently beneficially own, in the aggregate, a majority of our outstanding common stock. See Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The interests of our current officers and directors may differ from the interests of other stockholders. As a result, these current officers, directors and affiliated persons will have significant influence over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:

elect or defeat the election of our directors;

amend or prevent amendment of our certificate of incorporation or by-laws;

effect or prevent a merger, sale of assets or other corporate transaction; and

control the outcome of any other matter submitted to the stockholders for vote.

Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

If we raise additional funds through the issuance of equity securities, or determine in the future to register additional common stock, existing stockholders’ percentage ownership will be reduced, they will experience dilution which could substantially diminish the value of their stock and such issuance may convey rights, preferences or privileges senior to existing stockholders’ rights which could substantially diminish their rights and the value of their stock.

We may issue shares of common stock for various reasons and may grant additional stock options to employees, officers, directors and third parties. If our board determines to register for sale to the public additional shares of common stock or other debt or equity securities in any future financing or business combination, a material amount of dilution can be expected to cause the market price of the common stock to decline. One of the factors which generally affect the market price of publicly traded equity securities is the number of shares outstanding in relationship to assets, net worth, earnings or anticipated earnings. Furthermore, the public perception of future dilution can have the same effect even if actual dilution does not occur.

In order for us to obtain additional capital or complete a business combination, we may find it necessary to issue securities, including but not limited to debentures, options, warrants or shares of preferred stock, conveying rights senior to those of the holders of common stock. Those rights may include voting rights, liquidation preferences and conversion rights. To the extent senior rights are conveyed, the value of the common stock may decline.

Because being a public company increases our administrative costs and adds other burdens to our operations, our business may be materially adversely affected.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, rules implemented by the Securities and Exchange Commission, or SEC, and new listing requirements of the NASDAQ National Market have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These new rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly those serving on our audit committee.

Because we are a public reporting company, we are exposed to additional risks relating to evaluations of our internal controls over financial reporting required by section 404 of the Sarbanes-Oxley act of 2002.

As a public company, absent an available exemption, we will be required to comply with Section 404 of the Sarbanes-Oxley Act by no later than December 31, 2010. However, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations. Furthermore, upon completion of this process, we may identify control deficiencies of varying degrees of severity that remain un-resolved. As a public company, we will be required to report, among other things, control deficiencies that constitute a “material weakness.” A “material weakness” is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. If we fail to implement the requirements of Section 404 in a timely manner, we might be subject to sanctions or investigation by regulatory agencies such as the SEC. In addition, failure to comply with Section 404 or the report by us of a material weakness may cause investors to lose confidence in our financial statements and the trading price of our common stock may decline. If we fail to remedy any material weakness, our financial statements may be inaccurate, our access to the capital markets may be restricted and the trading price of our common stock may decline.

Item 2. Properties.

The Company leases various facilities including, the Company’s Long Island headquarters and New York City office, pursuant to leasing and sublease agreements accounted for as operating leases.

The Long Island headquarters are leased from Toledo Realty LLC, whose members are made up of certain officers and employees of the Company, and thus is a related party. The Long Island headquarters are under a ten-year non-cancelable lease which expires on May 31, 2016. The Long Island headquarters consist of approximately 7,000 square feet. Among other provisions, the lease provides for monthly rental payments of $10,500 per month and includes provisions for scheduled increases to the monthly rental. In addition, the Company is required to reimburse Toledo for the real estate taxes on the building. The lease agreement also provides for two five-year lease extensions. Pursuant to the lease, the Company was required to provide a security deposit totaling $21,000. The Company has provided this deposit to Toledo.

The New York City premise is under a five-year lease which expires on November 30, 2011. The space consists of approximately 2,081 square feet with a gross annual rent of approximately $88,950.

Both of the above referenced offices have been recently renovated and management believes that the condition of each facility is excellent but the Long Island headquarters may have insufficient space in the foreseeable future.

Item 3. Legal Proceedings.

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 4. Removed and Reserved.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is traded on the OTC Bulletin Board under the symbol “JUMT.OB”. Our shares of common stock began being quoted on the OTC Bulletin Board effective June 14, 2007.

The following table contains information about the range of high and low bid prices for our common stock for each quarterly period indicated based upon reports of transactions on the OTC Bulletin Board.

Fiscal Quarter End	Low Bid		High Bid
March 31, 2009	$	0.15	$	0.30
June 30, 2009	$	0.18	$	0.30
September 30, 2009	$	0.11	$	0.22
December 31, 2009	$	0.13	$	0.27
March 31, 2010	$	0.11	$	0.24
June 30, 2010	$	0.04	$	0.14
September 30, 2010	$	0.05	$	0.09
December 31, 2010	$	0.02	$	0.06

The source of these high and low prices was the OTC Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions. The high and low prices listed have been rounded up to the next highest two decimal places.

It is anticipated that the market price of our common stock will be subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market for the products we distribute, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance. On March 23, 2011, the closing bid price of our common stock as reported by the OTC Bulletin Board was $0.04 per share.

Holders of Our Common Stock

As of March 23, 2011, we had approximately 37 stockholders of record.

Dividends

We have not declared any dividends since our incorporation. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. Delaware Corporate Law, however, does prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

We would not be able to pay our debts as they become due in the usual course of business; or

Our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not paid any dividends on our common stock. Subject to the following paragraph, we currently intend to retain any earnings for use in our business, and therefore do not anticipate paying cash dividends in the foreseeable future.

The holders of Series A Convertible Preferred Stock are entitled to receive, out of any assets at the time legally available therefor and as declared by the board of directors, dividends at the rate of 6% of the stated Liquidation Preference Amount ($0.60 per share, plus accrued but unpaid dividends) payable quarterly commencing on the date that is 150 days after the issuance date (or, if earlier, the date of effectiveness of a registration statement) and on the last business day of each subsequent calendar quarter period. Each dividend payment may, at the Company’s option, be paid in cash or registered shares of common stock. Under its agreement with the holders of the Series A Convertible Preferred Stock, the Company may not pay any dividends to holders of common stock unless at the time of such dividend the Company shall have paid all accrued and unpaid dividends on the outstanding shares of Series A Preferred Stock.

The holders of Series B and Series C Convertible Preferred Stock are not entitled to receive any dividends.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Historical results and trends should not be taken as indicative of future operations. Management’s statements contained in this report that are not historical facts are forward-looking statements. Actual results may differ materially from those included in the forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, significant restructuring and acquisition activities, and generally accepted accounting principles. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included herein and in the Company’s other filings with the SEC.

Information regarding market and industry statistics contained in this Report is included based on information available to the Company that it believes is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. The Company does not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.

Results of Operations for the Years Ended December 31, 2010 and 2009

Management’s main focus when considering its operating results is on the overall sales growth and gross margin. Management monitors sales growth as an indicator of our ability to capture additional market share and how the industry and channel is operating overall. Since the Company is operating as a going concern, Management is specifically concerned with sales and cash flow. Management continues to look for additional sources of capital, but there can be no assurance that additional capital can be raised nor is there any assurance additional capital will be available at acceptable terms. On March 18, 2011, the Company entered into an agreement to sell all maintenance contracts related to the Company’s telecommunications and systems integration business, and will subsequently discontinue all operations connected with this line of business.

Revenues for the year ended December 31, 2010 increased $871,930 or 80% to $1,958,502 compared with revenues of $1,086,572 for the year ended December 31, 2009. The increase in revenues is predominantly due to an increase in Converged Management Platform sales that was attributable to an increase in marketing efforts.

Cost of goods sold for the year ended December 31, 2010 increased $197,573 or 16% to $1,426,714 compared to $1,229,141 for the year ended December 31, 2009. The increase is attributable to increased data usage charges.

Gross margin for the year ended December 31, 2010 increased $674,357 or 473% to $531,788 compared to $(142,569) for the year ended December 31, 2009. The increase is primarily attributable to an increase in sales.

Selling expenses increased by $284,924 or 67% to $708,093 for the year ended December 31, 2010, compared to $423,169 for the year ended December 31, 2009. The increase was predominantly due to a increase in marketing efforts.

Research and development expenses decreased to $223,036 for the year ended December 31, 2010 compared to $372,023 for the year ended December 31, 2009. The decrease is primarily attributable to a decrease in the use of consultants.

General and administrative expenses decreased by $1,255,827 or 23% to $4,177,274 for the year ended December 31, 2010, compared to $5,433,101 for the year ended December 31, 2009. The Company recognized a gain from early extinguishment of debt of $301,893 for the year ended December 31, 2010 and a loss from early extinguishment of debt of $1,116,192 for the year ended December 31, 2009.

Amortization of discounts on notes decreased $2,165,307 or 45% to $2,638,349 for the year ended December 31, 2010 compared to $4,803,656 for the year ended December 31, 2009. The recognition of beneficial conversion features decreased approximately $2,974,000 in the year ended December 31, 2010 compared to the year ended December 31, 2009. The beneficial conversion features were expensed when recognized since the notes can be converted at any time. Amortization of discounts on convertible notes payable over the term of the note increased approximately $809,000 in the year ended December 31, 2010 compared to the year ended December 31, 2009.

Interest expense (net) totaled $1,965,260 for the year ended December 31, 2010 compared to $1,333,507 for the year ended December 31, 2009. The increase is primarily attributable to interest expense associated with the issuance of additional convertible promissory notes.

The Company incurred a net loss from continuing operations of $9,194,335 for the year ended December 31, 2010 compared to a net loss of $12,518,612 for the year ended December 31, 2009. The Company expects losses to continue until new sales outpace the current level of costs.

In April 2010, the Company recognized a beneficial conversion feature of $591,227 in connection with the issuance of 1,970,756 shares of the Company’s series C preferred stock in exchange for warrants to purchase 32,845,936 shares of the Company’s stock. The beneficial conversion feature was recorded as a dividend since the preferred stock can be converted at any time.

In May 2009 Company recognized a deemed dividend to preferred shareholders of approximately $1,666,000 as a result of a decrease in the per share conversion price of the series A preferred stock from $0.25 to $0.15 pursuant to its price protection provisions. In February 2009 the Company recognized a deemed dividend to preferred shareholders of approximately $5,599,000 as a result of a decrease in the per share conversion price of the series B preferred stock from $0.50 $0.25 pursuant to its price protection provisions.

Liquidity and Capital Resources

As of December 31, 2010, the Company had total current assets of $2,419,689, and total current liabilities of $23,280,431, resulting in a current working capital deficit of $20,860,742. Also, at December 31, 2010 the Company had $452,897 in cash. Management does not believe that these amounts will be sufficient for the upcoming year, nor does it believe that the current business will be able to sustain the anticipated growth of the operations. Management will attempt to rely on external sources of capital to finance the execution of our business plan. We do not have any firm commitments to raise additional capital nor is there any assurance additional capital will be available at acceptable terms. We continue to seek additional sources of funding for working capital purposes. As reflected in the accompanying financial statements, the Company’s net loss from continuing operations for the year ended December 31, 2010 was $9,194,335 and raises substantial doubt about the Company’s ability to continue as a going concern.

On February 7, 2007, the Company began offering up to $2,000,000 of Convertible Promissory Notes (“Notes”). The Notes are non-interest bearing, mature in eighteen months and are convertible, at the holder’s option, into common stock of the Company at $1.00 per share. Each investor will also receive one-half share of common stock for each dollar of the principal amount of the Notes purchased. As of September 30, 2007, the Company had sold $2,225,000 in Notes. Of this amount $100,000 has been converted into common stock; $932,500 has been repaid and the notes cancelled; and $1,000,000 bearing annual interest of 14% was exchanged for a new convertible note of $1,000,000 bearing annual interest of 14% and 1,065,790 shares of the Company’s common stock as further described below.

On July 28, 2008 the holder of $1,000,000 of convertible promissory notes comprised of a $500,000 note with maturity date in October 2008 and another $500,000 note with a maturity date in December 2008 exchanged these notes for new convertible promissory notes with face value $1,000,000 maturing in December 2009 and 1,065,790 shares of the Company’s common stock. The new notes bear interest at an annual rate of 14% and are convertible into shares of common stock at a conversion price of $0.67 per share. The new notes were valued at $1,104,185 and the value of the notes and the common stock issued exceeded the carrying value of the old notes by $767,384, which was recorded as an early extinguishment of debt.

On November 29, 2007, the Company entered into a Note and Warrant Purchase Agreement with Vision Opportunity Master Fund, Ltd. (“Purchaser”) with respect to the sale of Notes in an aggregate principal amount of up to $6,000,000. Also on November 29, 2007, the Company entered into Amendment No. 1 to the Note Purchase Agreement. Under the Note Purchase Agreement, as amended, the Company executed and delivered to Vision Opportunity Master Fund, Ltd. (a) the Company’s $2,500,000 principal amount, senior secured 10% convertible promissory note, (b) the Company’s $600,000 principal amount, senior secured 10% convertible promissory note and, (c) one warrant to purchase an aggregate of 7,300,000 shares of the Company’s common stock, and (d) one warrant to purchase an aggregate of 1,000,000 shares of the Company’s common stock.

On March 7, 2008, the Company closed the second tranche under the Note Purchase Agreement. The Company issued an additional convertible promissory note to the Purchaser in the principal amount of $1,450,000. And on June 20, 2008, the Company closed the third tranche under the Note Purchase Agreement. The Company issued an additional convertible promissory note to the Purchaser in the principal amount of $1,450,000.

The Notes accrue interest at 10% per annum from the date of issuance, and are payable, at the Company’s option, in cash or shares of its common stock, quarterly in arrears commencing on December 31, 2007, March 31, 2008 and June 30, 2008, respectively. The maturity date of the Notes is November 2010. The Note contains various events of default such as failing to make a payment of principal or interest when due, which if not cured, would require the Company to repay the holder immediately the outstanding principal sum of and any accrued interest on the Notes. Each Note requires the Company to prepay under the Note if certain “Triggering Events” or “Major Transactions” occur while the Note is outstanding.

On June 20, 2008, the Company made several amendments to the convertible notes outstanding with aggregate principal amount $6,000,000 issued under the agreement dated November 29, 2007, including a reduction in the conversion price per share from $0.75 to $0.60. In addition, the exercise price of the warrants outstanding to purchase in aggregate 8,300,000 shares of common stock issued under the same agreement was reduced from $0.90 to $0.72. At the same time the Company and the holder entered into an agreement whereby the holder tendered all the warrants to purchase an aggregate 8,300,000 shares of common stock and the Company issued 498,000 shares of Series B Convertible Preferred Stock to the holder. All the warrants tendered were cancelled.

In order to facilitate the issuance of the Series B Convertible Preferred Stock, the Company first filed with the Delaware Secretary of State a Certificate Reducing the Number of Authorized Shares of Series A Convertible Preferred Stock from 10,000,000 shares to 8,333,333 shares and then the Company filed with the Delaware Secretary of State a Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock. Under the Certificate of Designation, 1,666,667 shares of the Company’s authorized preferred stock have been designated as Series B Convertible Preferred Stock.

On September 12, 2008 the exercise price of the series A warrants to purchase 8,333,333 shares of common stock was reduced from $0.90 per share to $0.72 per share. At the same time all these warrants were exchanged for 500,000 shares of series B convertible preferred stock.

On September 12, 2008, the exercise price under the series C warrants was increased from $0.90 to $4.00; the class of stock receivable upon exercise of the series C warrants was changed from common to series B convertible preferred stock; the number of series C warrants outstanding was deceased from 2,777,778 to 625,000. In addition, the holders exercised 312,500 series C warrants, receiving 312,500 shares of series B convertible preferred stock in exchange for $1,250,000.

On October 15, 2008 the expiration date of the Series C Warrants issued to Vision Opportunity Master Fund on August 16, 2007 was changed from October 16, 2008 to November 16, 2008. On November 13, 2008 the exercise price per share of the Series C Warrants was changed from $4.00 to $3.512 and the number of shares of Series B Preferred Stock to be issued upon complete exercise was changed from 312,500 to 356,000. And on November 14, 2008 the outstanding part of the Series C Warrant was entirely exercised. The Company received $1,250,272 in cash and issued 356,000 shares of Series B Convertible Preferred Stock.

On November 13, 2008 the exercise price per share of the Series B Warrants was changed from $0.75 to $0.46. Also on November 13, 2008 the per share conversion price of the Series A Convertible Preferred Stock was changed from $0.60 to $0.25. And also on November 13, 2008, the per share conversion price of the Series B Convertible Preferred Stock was changed from $0.60 to $0.50.

On February 9, 2009 the Company issued to Vision Opportunity Master Fund a convertible promissory note with principal amount $1,500,000 and a warrant to purchase 3,000,000 shares of common stock in exchange for $1,500,000 in cash. The promissory note matures one year from the date of issuance, bears interest at an annual rate of 10% and is initially convertible into shares the Company’s common stock at a conversion price of $0.25. The warrants have an exercise price of $0.25. The conversion price of the promissory notes and the exercise price of the warrants are subject to adjustment upon the occurrence of certain events. If the Company receives at least $2,000,000 in gross proceeds from the issuance of convertible preferred stock or fixed-price convertible notes by June 9, 2009 the promissory notes will be subject to mandatory conversion into the securities then issued.

On May 21, 2009 the Company issued to Vision Opportunity Master Fund a convertible promissory note with principal amount $4,542,500 and a warrant to purchase 15,141,667 shares of common stock in exchange for cancellation of the promissory note with principal amount $1,500,000 issued on February 9, 2009 and $3,000,000 in cash. The promissory note issued matures one year from the date of issuance, bears interest at an annual rate of 10% and is initially convertible into shares of the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 per share and a term of five years. In addition, the following price protection provisions were invoked: the conversion price on all convertible notes held by Vision was reduced from $0.25 to $0.15; the conversion price of the Series A Preferred Stock was reduced from $0.25 to $0.15; and the exercise price of the Series B Warrants held by Vision was reduced from $0.46 to $0.25.

On September 24, 2009 the Company issued to Vision Capital Advantage Fund, LP a convertible promissory note with principal amount $1,036,281 and a warrant to purchase 3,454,268 shares of common stock in exchange for $1,036,281 in cash. The promissory note matures in May 2010, bears interest at an annual rate of 10% and is initially convertible into shares the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 and expire in May 2014. The conversion price of the promissory notes and the exercise price of the warrants are subject to adjustment upon the occurrence of certain events.

On December 23, 2009, Company issued to Vision Opportunity Master Fund, Ltd., a convertible promissory note with principal amount $500,000 and a warrant to purchase 1,666,667 shares of the Company’s common stock in exchange for $500,000 in cash. The promissory note matures in May 2010, bears interest at an annual rate of 10% and is initially convertible into shares of the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 and expire in May 2014. The conversion price of the promissory notes and the exercise price of the warrants are subject to adjustment upon the occurrence of certain events. In addition pursuant to price protection provision, the exercise price on warrants to purchase 3,000,000 shares of the Company’s common stock issued in February 2009 was reduced from $0.25 to $0.15 per share.

On January 28, 2010 the Company issued to Vision Opportunity Master Fund, Ltd. a convertible promissory note with principal amount $500,000 and a warrant to purchase 1,666,667 shares of common stock in exchange for $500,000 in cash. The promissory note matures in May 2010, bears interest at an annual rate of 10% and is initially convertible into shares of the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 and expire in May 2014. On April 30, 2010 the warrants were exchanged for shares of the Company’s series C preferred stock, and on May 21, 2010 the maturity date of the notes was extended to November 29, 2010.

On February 25, 2010 the Company issued to Vision Opportunity Master Fund, Ltd. a convertible promissory note with principal amount $500,000 and a warrant to purchase 1,666,667 shares of common stock in exchange for $500,000 in cash. The promissory note matures in May 2010, bears interest at an annual rate of 10% and is initially convertible into shares of the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 and expire in May 2014. On April 30, 2010 the warrants were exchanged for shares of the Company’s series C preferred stock, and on May 21, 2010 the maturity date of the notes was extended to November 29, 2010.

On March 31, 2010 the Company issued to Vision Opportunity Master Fund, Ltd. a convertible promissory note with principal amount $2,000,000 and a warrant to purchase 6,666,666 shares of the Company’s common stock in exchange for $2,000,000 in cash. The promissory note matures in May 2010, bears interest at an annual rate of 10% and is initially convertible into shares of the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 and expire in May 2014. On May 21, 2010 the maturity date of the notes was extended to November 29, 2010.

On April 30, 2010 Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund, L.P. exchanged their holdings of warrants to purchase 32,845,936 shares of the Company’s common stock for 1,970,756 shares of the Company’s Series C Preferred Stock. Warrants to purchase 23,595,936 shares at $0.15 per share expiring in May 2014, 3,000,000 shares at $0.15 per share expiring in February 2014 and 6,250,000 shares at $0.25 per share expiring in August 2012 were exchanged. Vision Opportunity Master Fund, Ltd. retained their holding of warrants to purchase 6,666,666 shares at $0.15 expiring in March 2015.

On June 25, 2010, August 6, 2010 and September 29, 2010 the Company issued to Vision Opportunity Master Fund, Ltd. a non-convertible promissory notes with principal amount $500,000 and a warrants to purchase 3,333,333 shares of the Company’s common stock in exchange for $500,000 in cash. The promissory notes mature in November 2010 and bear interest at an annual rate of 10%. The warrants have an exercise price of $0.15 and expire in March 2015.

On November 29, 2010, the Company changed the maturity date of promissory notes issued to Vision Master Fund, Ltd. and Vision Capital Advantage Fund, LP with principal amount of $17,078,781 from November 29, 2010 to five days after demand for payment. These notes bear interest of 10% annually and principal amount of $15,078,781 of these notes are convertible into the Company’s common stock at a conversion price of $0.15.

On December 30, 2010 the Company issued to Vision Opportunity Master Fund, Ltd. a non-convertible promissory note with principal amount $150,000 and warrants to purchase 1,000,000 shares of the Company’s common stock in exchange for $150,000 in cash. The promissory notes are payable five days after demand for payment and bear interest at an annual rate of 10%. The warrants have an exercise price of $0.15 and expire in March 2015.

Cash flows used in operations totaled $6,074,718 for the year ended December 31, 2010 compared to $4,929,491 for the year ended December 31, 2009. The increase in cash flow used in operations is primarily attributable to a decrease in amortization of discount on notes payable of approximately $2,165,000, a decrease in early extinguishment of debt of approximatley $814,000 and a decrease in the change in accounts receivable of approximately $598,000. These were offset by decrease in net loss of approximately $2,265,000.

Cash flows used in investing activities was $54,438 for the year ended December 31, 2010 compared to cash flows used in investing activities of $148,440 for the year ended December 31, 2009. The decrease in cash flows used in investing activities is due to a decrease in acquisition of fixed assets and other assets.

Cash flows provided by financing activities decreased to $5,621,052 for the year ended December 31, 2010 compared to cash flows provided by financing activities of $5,674,886 for the year ended December 31, 2009. The decrease was predominantly due to a decrease in issuance of promissory notes of approximately $861,000 and an increase in repayment of convertible promissory notes of approximately $406,000. These were offset by an increase in notes payable for accounts payable and accrued interest payable of approximately $1,127,000.

The following summarizes the Company’s principal contractual obligations as of December 31, 2010:

	Total		2011		2012		2013		2014		2015		2016 and Thereafter
Capital Lease Obligations (1)	$	26,537	$	26,537	$	0	$	0	$	0	$	0	$	0
Operating Lease Obligations (2)		934,089		243,797		148,625		153,084		157,676		162,406		68,501
Contractual Obligations (3)		1,880,630		870,000		870,000		140,630		0		0		0
	$	2,841,256	$	1,140,334	$	1,018,625	$	293,714	$	157,676	$	162,406	$	68,501

(1)

Includes contractual future principal and interest payments.

(2)

Includes minimum annual lease payments on the Company’s facilities and office equipment.

(3)

Includes minimum contractual amounts dues certain executive officers over the lives of their respective employment contracts.

Off Balance Sheet Arrangements

As of December 31, 2010, there were no off balance sheet arrangements.

Critical Accounting Policies

Our accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require our management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported. The following are critical accounting policies which are important to the portrayal of our financial condition and results of operations and which require some of management’s most difficult, subjective and complex judgments. The accounting for these matters involves the making of estimates based on current facts, circumstances and assumptions which could change in a manner that would materially affect management’s future estimates with respect to such matters. Accordingly, future reported financial conditions and results could differ materially from financial conditions and results reported based on management’s current estimates.

Cash Equivalents

Juma considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company derives revenue primarily from the provision of telecommunications-related services that are delivered using proprietary software. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable, collectability is reasonably assured, contractual obligations have been satisfied, and title and risk of loss have been transferred to the customer. In general, revenue is recognized when the services are provided.

Advertising and Promotional Costs

The Company expenses advertising and promotional costs as incurred. Advertising and promotional costs totaled $92,525 and $82,092 for the years ended December 31, 2010 and 2009, respectively.

Earnings Per Share

Basic earnings per share are calculated by dividing net income (loss) by the weighted average of common shares outstanding during the year. Diluted earnings per share is calculated by using the weighted average of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, warrants, convertible loans and other convertible securities utilizing the treasury stock method. The effect of the potentially dilutive shares for the years ended December 31, 2010 and 2009 have been ignored, as their effect would be antidilutive. Total potentially dilutive shares excluded from diluted weighted shares outstanding at December 31, 2010 and 2009 totaled 195,281,895 and 162,791,229, respectively.

Allowance for Bad Debts

The balance in allowance for doubtful accounts at December 31, 2010 and 2009 was $264,271 and $213,471, respectively. Bad debt expense for the years ended December 31, 2010 and 2009 was $252,421 and $(83,821), respectively.

Fixed Assets

Fixed assets are recorded at cost. Maintenance, repairs and minor renewals are charged to operations as incurred. Major renewals and betterments, which substantially extend the useful life of the property, are capitalized at cost. Upon sale or other disposition of assets, the costs and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected in income.

Depreciation is computed using the straight-line method based on the estimated useful lives as follows:

Office equipment	5 years
Software	5 years
Vehicles	5 years
Furniture and fixtures	7 years

Leasehold improvements are depreciated over their lease terms, or useful lives if shorter. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Fair Value

The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2010 and 2009 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded if there is uncertainty as to the realization of deferred tax assets.

Leased Employees

Estimates

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

Research and Development Costs

Research and development costs are charged to expense as incurred. Equipment used in research and development with alternative uses is capitalized. Research and development costs include direct costs and payments for leased employees and consultants. Research and development costs totaled $223,036 and $372,023 for the years ended December 31, 2010 and 2009, respectively.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. The Company believes that concentration with regards to accounts receivable is limited due to its customer base. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000 per institution. The Company had uninsured cash balances at December 31, 2010 of $176,805.

Recent Accounting Pronouncements

In October 2009, the FASB issued ASU 2009-13 regarding ASC Subtopic 605-25 “Revenue Recognition—Multiple-element Arrangements.” This ASU addresses criteria for separating the consideration in multiple-element arrangements. ASU 2009-13 will require companies to allocate the overall consideration to each deliverable by using a best estimate of the selling price of individual deliverables in the arrangement in the absence of vendor-specific objective evidence or other third-party evidence of the selling price. In October 2009, the FASB also issued ASU 2009-14 regarding ASC Topic 985 “Software: Certain Revenue Arrangements That Include Software Elements.” This ASU modifies the scope of ASC Subtopic 985-605, “Software Revenue Recognition,” to exclude (a) non-software components of tangible products and (b) software components of tangible products that are sold, licensed or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. The changes under ASU 2009-13 and 2009-14 will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company will adopt the changes under ASU 2009-13 and 2009-14 effective January 1, 2011. The Company believes that the adoption of ASU 2009-13 and 2009-14 will not have a material impact on its consolidated statements of financial position, results of operations or cash flows.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements:

Audited Financial Statements:

F-2	Report of Independent Registered Public Accounting Firm	F-2

F-3	Consolidated Balance Sheets as of December 31, 2010 and 2009	F-3

F-4	Consolidated Statements of Operations for the years ended December 31, 2010 and 2009	F-4

F-5	Consolidated Statements of Changes in Stockholders’ Deficiency for the years ended December 31, 2010 and 2009	F-5

F-6	Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009	F-6

F-7	Consolidated Notes to Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors

Juma Technology Corp.

We have audited the accompanying balance sheets of Juma Technology Corp. as of December 31, 2010 and 2009 and the related statements of operations, changes in stockholders’ deficiency and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Juma Technology, Corp. as of December 31, 2010, and 2009 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred significant recurring losses. The realization of a major portion of its assets is dependent upon its ability to meet its future financing needs and the success of its future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

Seligson & Giannattasio, LLP

White Plains, New York

March 30, 2011

F-2

Juma Technology Corp. and Subsidiaries

Consolidated Balance Sheets

	December 31, 2010			December 31, 2009

ASSETS
Current assets:
Cash	$	452,897		$	961,001
Accounts receivable, (net of allowance of $264,271 and $213,471, respectively)		1,818,844			2,175,034
Inventory		-			161,770
Prepaid expenses		21,777			26,837
Other current assets		126,171			133,889
Total current assets		2,419,689			3,458,531

Fixed assets, (net of accumulated depreciation of $1,235,426 and $827,839, respectively)		870,971			1,224,120
Intangible assets		62,789			62,789
Other assets		98,805			185,720
Total assets	$	3,452,254		$	4,931,160

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Notes payable, (net of discount of $23,199 and $0, respectively)	$	3,555,972		$	279,172
Convertible notes payable, (plus premium of $27,227 and net of discount of $604,435, respectively)		15,895,120			12,099,346
Current portion of capital leases payable		25,466			174,115
Accounts payable		823,535			2,022,532
Accrued expenses and taxes payable		232,895			446,454
Accrued interest payable		2,627,142			1,257,670
Deferred revenue		120,301			76,174
Total current liabilities		23,280,431			16,355,463

Capital leases payable, net of current maturities		-			25,466
Convertible notes payable		-			700,000
Total liabilities		23,280,431			17,080,929

Commitments and contingencies

Stockholders' deficiency
Series A Preferred stock, $0.0001 par value, 8,333,333 shares authorized, 8,333,333 shares issued and outstanding, respectively		833			833
Series B Preferred stock, $0.0001 par value, 1,666,667 shares authorized, 1,666,500 and 1,666,500 shares issued and outstanding, respectively		167			167
Series C Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, 1,970,756 and 0 shares issued and outstanding, respectively		197			-
Common stock, $0.0001 par value, 900,000,000 shares authorized, and 46,648,945 shares issued and outstanding, respectively		4,646			4,646
Additional paid in capital		37,950,324			32,901,105
Warrants		1,158,001			3,155,145
Retained deficit		(58,942,345	)		(48,211,665	)
Total stockholders' deficiency		(19,828,177	)		(12,149,769	)
Total liabilities and stockholders' deficiency	$	3,452,254		$	4,931,160

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-3

Juma Technology Corp. and Subsidiaries

Consolidated Statements of Operations

Year Ended December 31,

	2010			2009
Sales	$	1,958,502		$	1,086,572
Cost of goods sold		1,426,714			1,229,141
Gross margin		531,788			(142,569	)

Operating expenses
Selling		708,093			423,169
Research and development		223,036			372,023
General and administrative		4,177,274			5,433,101
Total operating expenses		5,108,403			6,228,293

(Loss) from operations		(4,576,615	)		(6,370,862	)

Amortization of premium and (discount) on notes, net		(2,638,349	)		(4,803,656	)
Interest (expense), net		(1,965,260	)		(1,333,507	)

(Loss) from continuing operations before income taxes		(9,180,224	)		(12,508,025	)
Provision for income taxes		14,111			10,587
(Loss) from continuing operations		(9,194,335	)		(12,518,612	)

Income (loss) from discontinued operations, net of income taxes (Note 2)		(945,118	)		113,918
Net (loss)		(10,139,453	)		(12,404,694	)

Deemed preferred stock dividend		591,227			7,266,107
Net (loss) attributable to common shareholders	$	(10,730,680	)	$	(19,670,801	)

Basic and diluted net (loss) per share:
(Loss) from continuing operations	$	(0.20	)	$	(0.27	)
Income (loss) from discontinued operations		(0.02	)		-
Net (loss) attributable to common shareholders		(0.23	)		(0.42	)

Weighted average common shares outstanding		46,468,945			46,402,507

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4

Juma Technology Corp. and Subsidiaries

Consolidated Statements of Changes in the Stockholders’ Deficiency

Years ended December 31, 2010 and 2009

	Preferred				Common				Additional
	Stock				Stock				Paid-in						Retained			Total
	Shares		Amount		Shares		Amount		Capital			Warrants			Deficit			Equity
Balance - December 31, 2008		9,999,833	$	1,000		46,343,945	$	4,634		21,225,245		$	327,139		$	(28,540,864	)	$	(6,982,846	)

Common shares issued for services						125,000		12		24,988									25,000
Beneficial conversion feature recognized										3,806,853									3,806,853
Stock option expense										786,027									786,027
Deemed dividends on preferred stock										7,266,107						(7,266,107	)		-
Warrants issued for cash													2,509,641						2,509,641
Warrants issued for services													110,250						110,250
Warrant terms modification										(208,115	)		208,115						-
Net loss																(12,404,694	)		(12,404,694	)

Balance - December 31, 2009		9,999,833		1,000		46,468,945		4,646		32,901,105			3,155,145			(48,211,665	)		(12,149,769	)

Beneficial conversion feature recognized										833,334									833,334
Stock option expense										278,900									278,900
Deemed dividends on preferred stock										591,227						(591,227	)		-
Warrants issued for cash													1,227,144						1,227,144
Exchange of warrants for series C preferred stock		1,970,756		197						3,345,758			(3,345,955	)					-
Warrants issued for services													121,667						121,667
Net loss																(10,139,453	)		(10,139,453	)

Balance - December 31, 2010		11,970,589	$	1,197		46,468,945	$	4,646	$	37,950,324		$	1,158,001		$	(58,942,345	)	$	(19,828,177	)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

Juma Technology Corp. and Subsidiaries

Consolidated Statements of Cash Flows

Year ended December 31,

	2010			2009
Operating Activities
Net loss	$	(10,139,453	)	$	(12,404,694	)
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
Depreciation expense		407,587			388,382
Stock option compensation expense		278,900			786,027
Amortization of discount on notes payable		2,638,349			4,803,656
Bad debt expense		252,421			(83,821	)
Amortization of loan costs		86,915			102,820
Early extinguishment of debt		301,893			1,116,192
Common stock and warrants issued for services		121,667			135,249
Changes in operating assets and liabilities:
Accounts receivable		103,769			701,270
Inventory		161,770			92,761
Prepaid expenses		5,060			(9,276	)
Other current assets		7,718			63,033
Accounts payable and accrued expenses		(1,276,063	)		(771,560	)
Accrued interest payable		930,622			1,096,210
Deferred revenue		44,127			(945,740	)
Net cash flows (used) by operating activities		(6,074,718	)		(4,929,491	)

Investing Activities
Acquisition of fixed assets		(54,438	)		(99,967	)
Increase in other assets		-			(48,473	)
Net cash flows (used) by investing activities		(54,438	)		(148,440	)

Financing Activities
Proceeds from issuance of convertible notes payable		3,000,000			6,011,281
Proceeds from issuance of nonconvertible notes payable		2,150,000			-
Repayment of convertible promissory notes		(481,434	)		(75,000	)
Repayment of loan		-			(51,981	)
Note payable issued for accounts payable and accrued interest payable		1,126,601			-
Repayment of capital leases payable		(174,115	)		(209,414	)
Net cash flows provided by financing activities		5,621,052			5,674,886

Net change in cash		(508,104	)		596,955
Cash, beginning of period		961,001			364,046
Cash, end of period	$	452,897		$	961,001

Supplemental Cash Flow Information:
Interest paid	$	140,673		$	189,492
Income taxes paid		14,111			9,518

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Juma Technology, LLC, was formed in the State of New York on July 12, 2002. On November 14, 2006, Juma Technology LLC consummated an agreement with X and O Cosmetics, Inc. to merge 100% of its member interests (“Reverse Merger”) in exchange for 33,250,731 shares of common stock in X and O Cosmetics, Inc. The transaction was treated for accounting purposes as a recapitalization by Juma Technology LLC as the accounting acquirer.

As part of the Reverse Merger, the former officer and director of X and O Cosmetics, Inc., Glen Landry returned 251,475,731 of his shares of common stock back to treasury, so that following the transaction there were 41,535,000 shares of common stock issued and outstanding.

On January 28, 2007, X and O Cosmetics, Inc. changed its name to Juma Technology Corp.

Juma Technology Corp. is a highly specialized software development firm with a complete suite of services for the management, monitoring and call routing of an entity’s voice and data systems. Our software and services are offered through Juma’s wholly owned subsidiary Nectar Services Corp. We are focused on providing our software for voice and data networks through a sales channel program of Voice over Internet Protocol and data integration firms. Our software is marketed and sold, through our sales channel, to end users in all vertical markets and businesses.

While the Company operates through different subsidiaries, management believes that all such subsidiaries constitute a single operating segment since the subsidiaries have similar economic characteristics.

The financial statements include the accounts of the Company and its wholly-owned subsidiaries Nectar Services, Corp. and Juma Acquisition. All material intercompany balances and transactions have been eliminated in the consolidated financial statements.

Basis of Presentation

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the financial statements, the Company’s net loss for the year ended December 31, 2010 was $10,139,453 and raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to obtain financing to repay its current obligations and its ability to achieve profitable operations. Management plans to obtain financing through the issuance of additional debt, the issuance of shares on the exercise of warrants and potentially through future common share private placements. Management hopes to realize sufficient sales in future years to achieve profitable operations, specifically by fully launching the products offered by Nectar Services Corp. and eliminating the current resource burden of that entity on the Company. The resolution of the going concern issue is dependent upon the realization of Management’s plans. There can be no assurance provided that the Company will be able to raise sufficient debt or equity capital from the sources described above on satisfactory terms. If Management is unsuccessful in obtaining financing or achieving profitable operations, the Company may be required to cease operations. The outcome of these matters cannot be predicted at this time.

These financial statements do not give effect to any adjustments which could be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts differing from those reflected in the financial statements.

Cash Equivalents

The Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents.

F-7

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

Revenue Recognition

The Company derives revenue primarily from the provision of telecommunications-related services that are delivered using proprietary software. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable, collectability is reasonably assured, contractual obligations have been satisfied, and title and risk of loss have been transferred to the customer. In general, revenue is recognized when the services are provided.

Advertising and Promotional Costs

The Company expenses advertising and promotional costs as incurred. Advertising and promotional costs totaled $92,525 and $82,092 for the years ended December 31, 2010 and 2009, respectively.

Earnings Per Share

Allowance for Bad Debts

Fixed Assets

Depreciation is computed using the straight-line method based on the estimated useful lives as follows:

Office equipment	5 years
Software	5 years
Vehicles	5 years
Furniture and fixtures	7 years

Leasehold improvements are depreciated over their lease terms or useful lives if shorter. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Fair Value

Income Taxes

F-8

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

Leased Employees

Estimates

Research and Development Costs

Concentration of Credit Risk

Reclassification

Certain amounts included in 2009 financial statements have been reclassified to conform with the 2010 presentation.

Assets Subject to Lien

The Company’s major supplier has a $2,000,000 lien on the Company’s assets.

Subsequent Events

The Company evaluated the effects of all subsequent events through March 30, 2011, the date on which the financial statements were issued.

Recent Accounting Pronouncements

NOTE 2 – DISCONTINUED OPERATIONS

F-9

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

The results of operations for the telecommunications and systems integration business, which are reflected as discontinued operations in the Company's consolidated statements of income for the years ended December 31, 2010 and 2009, were as follows,

	Year Ended December 31,
	2010			2009
Sales	$	8,061,064		$	12,010,130
Income (loss) before income taxes		(945,118	)		113,918
Provision for income taxes		-			-
Income (loss) from discontinued operations	$	(945,118	)	$	113,918

None of the telecommunications and systems integration assets included in the sales agreement are recognized in the Company’s balance sheet as of December 31, 2010.

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

	2010		2009
Billed	$	1,896,997	$	1,814,132
Unbilled		186,118		574,373
Allowance for doubtful accounts		(264,271)		(213,471	)
	$	1,818,844	$	2,175,034

NOTE 4 - NOTE RECEIVABLE

On December 15, 2006, the Company loaned $250,000 to AGN Networks, Inc. a Florida corporation (“AGN”), pursuant to the terms of a Promissory Note (the “Note”). The Note is unsecured and bears interest at the rate of 8% per annum payable to the Company on or about December 15, 2007. On March 6, 2007, the Company entered into and closed on an agreement and plan of merger with AGN and as a result AGN has become a wholly-owned subsidiary of the Company. The Company forgave $125,000 of the Note, which was assumed by Avatel Technologies, Inc.

On September 18, 2007, an addendum to the merger agreement between the Company and AGN stated, among other items, that if the Company does not acquire the business of Avatel Technologies, Inc. then the forgiveness of the $125,000 is void and the $125,000 would be payable to the Company upon written notice. In March 2008, the Company exercised its right to receive payment of $125,000 under this note.

NOTE 5 - FIXED ASSETS

Fixed assets consist of the following at December 31, 2010 and 2009:

	2010		2009
Office equipment	$	1,155,728	$	1,129,088
Furniture and fixtures		129,443		129,443
Software		662,767		634,245
Leasehold improvements		135,003		135,727
Vehicles		23,456		23,456
		2,106,397		2,051,959
Less: Accumulated depreciation		1,235,426		827,839
	$	870,971	$	1,224,120

Depreciation expense for the years ended December 31, 2010 and 2009 totaled $407,587 and $388,382, respectively.

Fixed assets under capital leases are comprised of $393,311 of office equipment, $227,123 of software and $16,350 of vehicles less accumulated depreciation of $424,874 for the year ended December 31, 2010.

F-10

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

NOTE 6 – INTANGIBLE ASSETS

The Company has filed for several patent applications (domestically and internationally) which have been published both with the United States Patent and Trademark Office and the Economic Union Patent, Copyright and Trademark Office, and is awaiting examination. The Company has recorded the cost of these patent applications as assets and has elected to treat them as having indefinite lives; accordingly, no amortization has been recorded in connection with these assets.

NOTE 7 - CAPITAL LEASE OBLIGATIONS

CitiCorp Vendor Finance, Inc.

The Company leases software and computer equipment under capital lease arrangements with CitiCorp Vendor Finance, Inc. Pursuant to the lease, the lessor retains actual title to the leased property until the termination of the lease, at which time the property can be purchased for one dollar.

The lease dated June 2, 2006 is for software and computer equipment for the Company. The term of the lease is sixty months with monthly payments of $3,461, which is equal to the cost to amortize $172,187 over a 5-year period at an interest rate of 7.6% per annum.

Future minimum lease payments are as follows:

Year		Total Payments				Interest Payments				Principal Payments
2011			26,537				1,071				25,466

NOTE 8 - CONVERTIBLE NOTES PAYABLE and WARRANTS TO PURCHASE COMMON STOCK

On February 7, 2007, the Company began offering up to $2,000,000 of convertible promissory notes. The notes are non-interest bearing, mature in eighteen months and are convertible into common stock of the Company at $1.00 per share, at the holder’s option. Each investor will also receive one-half share of common stock for each dollar of the principal amount of the notes purchased. As of March 31, 2009, the Company had sold $2,225,000 in notes. Of this amount $100,000 has been converted into common stock; $932,500 has been repaid and the notes cancelled; and $1,000,000 bearing annual interest at 14% was exchanged for a new note of $1,000,000 bearing annual interest of 14% and 1,065,790 shares of the Company’s common stock as further described below. In connection with the reporting of these convertible notes, the Company has not recorded a beneficial conversion feature as the conversion price was in excess of the stock price on the date the notes were entered into. The Company has recorded a discount of $741,667 to record the cost of the shares issued in lieu of interest.

On July 28, 2008 the holder of $1,000,000 of convertible promissory notes comprised of a $500,000 note with a maturity date in October 2008 and another $500,000 note with a maturity date in December 2008 exchanged these notes for new convertible promissory notes with face value $1,000,000 maturing in December 2009 and 1,065,790 shares of the Company’s common stock. The new notes bear interest at an annual rate of 14% and are convertible into shares of common stock at a conversion price of $0.67 per share. The new notes were valued at $1,104,185 and the value of the notes and the common stock issued exceeded the carrying value of the old notes by $767,384, which was recorded as an early extinguishment of debt.

On November 29, 2007, the Company entered into a Note and Warrant Purchase Agreement with Vision Opportunity Master Fund, Ltd. (“Purchaser”) with respect to the sale of notes in an aggregate principal amount of up to $6,000,000. Also on November 29, 2007, the Company entered into Amendment No. 1 to the Note Purchase Agreement. Under the Note Purchase Agreement, as amended, the Company executed and delivered to Vision Opportunity Master Fund, Ltd. (a) the Company’s $2,500,000 principal amount, senior secured 10% convertible promissory note, (b) the Company’s $600,000 principal amount, senior secured 10% convertible promissory note and, (c) one warrant to purchase an aggregate of 7,300,000 shares of the Company’s common stock and (d) one warrant to purchase an aggregate of 1,000,000 shares of the Company’s common stock. The notes mature in 2010, and the warrants expire in November 2012.

In connection with the issuance of the warrants and beneficial conversion feature, the Company has reflected a value at the date of issuance for the warrants of $1,578,452 and a beneficial conversion feature value of $250,596. The fair value of the warrant grant was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: expected volatility of 15%, risk free interest rate of 6%; and expected lives of between 1 to 5 years.

On March 7, 2008, the Company closed the second tranche under the Note Purchase Agreement. The Company issued an additional convertible promissory note to the Purchaser in the principal amount of $1,450,000. The notes accrue interest at 10% per annum from the date of issuance and mature in November 2010. In connection with this second tranche the Company has recorded a beneficial conversion feature of $46,774 which has been expensed since the notes are convertible into common stock at any time.

F-11

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

On June 20, 2008, the Company closed the third tranche under the Note Purchase Agreement. The Company issued an additional convertible promissory note to the Purchaser in the principal amount of $1,450,000. The notes accrue interest at 10% per annum from the date of issuance and mature in November 2010.

The notes issued under the November 29, 2007 agreement accrue interest at 10% per annum from the date of issuance, and are payable, at the Company’s option in cash on the maturity date, which is November 2010. The notes contain various events of default such as failing to make a payment of principal or interest when due, which if not cured, would require the Company to repay the holder immediately the outstanding principal sum of and any accrued interest on the notes. Each note requires the Company to prepay under the note if certain “Triggering Events” or “Major Transactions” occur while the note is outstanding. The holders of the notes are entitled to convert the notes into shares of the Company’s common stock at any time based on the fixed conversion price of $0.75 per share.

Also, on June 20, 2008, the Company made several amendments to the convertible notes outstanding with aggregate principal amount $6,000,000 issued under the agreement dated November 29, 2007, including a reduction in the conversion price per share from $0.75 to $0.60. In addition, the exercise price of the warrants outstanding to purchase an aggregate of 8,300,000 shares of common stock issued under the same agreement was reduced from $0.90 to $0.72. At the same time the Company and the holder entered into an agreement whereby the holder tendered all the warrants to purchase an aggregate 8,300,000 shares of common stock and the Company issued 498,000 shares of Series B Convertible Preferred Stock to the holder. All the warrants tendered were cancelled.

Using the Black Scholes method it was determined that the reduction in the conversion price per share under the convertible notes from $0.75 to $0.60 resulted in an increase in the fair value of the associated conversion options of $341,000. The increase in the fair value of the conversion options was recorded as a reduction in the carrying value of the convertible notes and an increase in additional paid-in capital. The resulting discount on the convertible notes will be amortized to interest expense over the remaining life of the notes. An expected volatility of 55% and risk free interest rate of 2.88% were used when applying the Black Scholes method.

The issuance of 498,000 shares of Series B Convertible Preferred Stock resulted in a beneficial conversion feature in the amount of $1,112,200, which was recorded as a deemed dividend to preferred shareholders. The fair value of the exchanged warrants before the reduction in exercise price was used to value the preferred stock when calculating the beneficial conversion feature. The fair value of the warrants was calculated using the Black Scholes method with expected volatility of 55% and risk free interest rate of 3.57%.

On August 15, 2008 the expiration date of the series C warrants to purchase 2,777,778 shares of common stock at $0.90 per share issued in August 2007 was extended from August 16, 2008 to October 16, 2008. The extension of the expiration date resulted in a reduction of the amount of additional paid-in capital allocated to warrants.

On September 12, 2008, the exercise price of the series B warrants was reduced from $1.35 per share to $0.75 per share. At the same time the number of shares that can be purchased with these warrants was increased from 2,777,778 to 6,250,000. These modifications resulted in an increase in the amount of additional paid-in capital allocated to warrants.

On September 12, 2008, the exercise price under the series C warrants was increased from $0.90 to $4.00; the class of stock receivable upon exercise of the series C warrants was changed from common to series B convertible preferred stock; the number of series C warrants outstanding was deceased from 2,777,778 to 625,000. These modifications resulted in an increase in the amount of additional paid-in capital allocated to warrants. In addition, and the holders exercised 312,500 series C warrants, receiving 312,500 shares of series B convertible preferred stock in exchange for $1,250,000.

On October 15, 2008 the expiration date of the Series C Warrants issued to Vision Opportunity Master Fund on August 16, 2007 was changed from October 16, 2008 to November 16, 2008. The extension of the expiration date resulted in a reduction of the amount of additional paid-in capital allocated to warrants. On November 13, 2008 the exercise price per share of the Series C Warrants was changed from $4.00 to $3.512 and the number of shares of Series B Preferred Stock to be issued upon complete exercise was changed from 312,500 to 356,000. And on November 14, 2008 the outstanding part of the Series C Warrant was entirely exercised. The Company received $1,250,272 in cash and issued 356,000 shares of Series B Convertible Preferred Stock.

F-12

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

On November 13, 2008 the exercise price per share of the Series B Warrants was changed from $0.75 to $0.46, which resulted in a reduction of the amount of additional paid-in capital allocated to warrants. Also on November 13, 2008 the per share conversion price of the Series A Convertible Preferred Stock was changed from $0.60 to $0.25. This transaction was accounted for as an extinguishment that resulted in recording a deemed dividend to preferred shareholders. And also on November 13, 2008, the per share conversion price of the Series B Convertible Preferred Stock was changed from $0.60 to $0.50. This transaction was accounted for as an extinguishment that resulted in a reduction in deemed dividends to preferred shareholders.

Also, on November 13, 2008, the Company acknowledged that the price protection provision of the convertible notes held by Vision Opportunity Master Fund and Vision Capital Advisors had been triggered resulting in a change in the conversion price from $0.60 to $0.25, which was accounted for as an extinguishment where the cost basis of the new debt was determined to equal the cost basis of the old debt.

On February 9, 2009 the Company issued to Vision Opportunity Master Fund a convertible promissory note with principal amount $1,500,000 and a warrant to purchase 3,000,000 shares of common stock in exchange for $1,500,000 in cash. The promissory note matures one year from the date of issuance, bears interest at an annual rate of 10% and is initially convertible into shares the Company’s common stock at a conversion price of $0.25. The warrants have an exercise price of $0.25 and a term of five years. The conversion price of the promissory notes and the exercise price of the warrants are subject to adjustment upon the occurrence of certain events. The Company recognized a beneficial conversion feature of $360,000 in connection with the issuance of the convertible promissory note, which was expensed since the notes can be converted at any time.

The Company recognized a beneficial conversion feature of approximately $2,422,000 in connection with the convertible promissory notes issued on May 21, 2009. The beneficial conversion feature was expensed immediately since the notes can be converted into shares of common stock at any time. The Company recognized a loss of approximately $97,000 on early extinguishment of debt related to cancellation of the promissory note with principal amount of $1,500,000 issued on February 9, 2009. The reduction in the conversion price on all convertible notes held by Vision from $0.25 to $0.15 resulted in a loss on the early extinguishment of debt of $1,018,810. The reduction in the conversion price of the Series A Preferred Stock from $0.25 to $0.15 resulted in a deemed dividend of $1,666,667. The reduction in the exercise price of the Series B Warrants held by Vision from $0.46 to $0.25 resulted in increase of additional paid-in capital allocated to warrants of $259,516.

On September 24, 2009 the Company issued to Vision Capital Advantage Fund, LP a convertible promissory note with principal amount $1,036,280.53 and a warrant to purchase 3,454,268 shares of common stock in exchange for $1,036,280.53 in cash. The promissory note matures in May 2010, bears interest at an annual rate of 10% and is initially convertible into shares the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 and expire in May 2014. The conversion price of the promissory notes and the exercise price of the warrants are subject to adjustment upon the occurrence of certain events. The Company recognized a beneficial conversion feature of $691,000 in connection with the issuance of the convertible promissory note, which was expensed since the notes can be converted at any time.

F-13

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

On January 28, 2010 the Company issued to Vision Opportunity Master Fund, Ltd. a convertible promissory note with principal amount $500,000 and a warrant to purchase 1,666,667 shares of common stock in exchange for $500,000 in cash. The promissory note matures in May 2010, bears interest at an annual rate of 10% and is initially convertible into shares of the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 and expire in May 2014. The Company recognized a beneficial conversion feature of $166,667 in connection with the issuance of the convertible promissory note, which was expensed since the note can be converted at any time. On April 30, 2010 the warrants were exchanged for shares of the Company’s series C preferred stock, and on May 21, 2010 the maturity date of the notes was extended to November 29, 2010.

On February 25, 2010 the Company issued to Vision Opportunity Master Fund, Ltd. a convertible promissory note with principal amount $500,000 and a warrant to purchase 1,666,667 shares of common stock in exchange for $500,000 in cash. The promissory note matures in May 2010, bears interest at an annual rate of 10% and is initially convertible into shares of the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 and expire in May 2014. The Company recognized a beneficial conversion feature of $266,667 in connection with the issuance of the convertible promissory note, which was expensed since the note can be converted at any time. On April 30, 2010 the warrants were exchanged for shares of the Company’s series C preferred stock, and on May 21, 2010 the maturity date of the notes was extended to November 29, 2010.

On March 31, 2010 the Company issued to Vision Opportunity Master Fund, Ltd. a convertible promissory note with principal amount $2,000,000 and a warrant to purchase 6,666,666 shares of the Company’s common stock in exchange for $2,000,000 in cash. The promissory note matures in May 2010, bears interest at an annual rate of 10% and is initially convertible into shares of the Company’s common stock at a conversion price of $0.15. The warrants have an exercise price of $0.15 and expire in May 2014. The Company recognized a beneficial conversion feature of $400,000 in connection with the issuance of the convertible promissory note, which was expensed since the note can be converted at any time. On May 21, 2010 the maturity date of the notes was extended to November 29, 2010.

On June 25, 2010, August 6, 2010 and September 29, 2010 the Company issued to Vision Opportunity Master Fund, Ltd. non-convertible promissory notes with principal amount $500,000 and warrants to purchase 3,333,333 shares of the Company’s common stock in exchange for $500,000 in cash. The promissory notes mature in November 2010 and bear interest at an annual rate of 10%. The warrants have an exercise price of $0.15 and expire in March 2015.

NOTE 9 - PREFERRED STOCK

In July 2007, the Board of Directors approved an amendment to the Company's certificate of incorporation to authorize 10,000,000 shares of $0.0001 par value preferred stock, subject to shareholder approval.

On August 16, 2007, the Company signed a $5,000,000, 6% convertible promissory note with Vision Opportunity Master Fund, Ltd (“Vision”). Interest on the note is due quarterly and matures within nine months. The note also carries a Mandatory Conversion Option which calls for conversion of the note into Convertible Preferred Stock once the Company is approved to issue preferred stock. The conversion price for this mandatory conversion is $0.60 per share. The Convertible Preferred stock is convertible into Common Stock of the Company at a 4:1 ratio and carries a 6% dividend. The note also carries an optional conversion, at the right of the holder, into Common Stock at $0.60 per share. The note also calls for the issuance of Series A, Series B, and Series C warrants and a potential future investment at the option of the holder. During September 2007, Vision converted the promissory note into 8,333,333 shares of Series A Convertible Preferred Stock.

F-14

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

On June 20, 2008, the Company issued 498,000 shares of Series B Convertible Preferred Stock to Vision Opportunity Master Fund in exchange for warrants to purchase 8,300,000 shares of the Company’s common stock. All the warrants tendered were cancelled. The Series B Convertible Preferred stock is convertible into Common Stock of the Company at a 24:1 ratio.

On September 12, 2008, 8,333,333 series A warrants to purchase common stock were exchanged for 500,000 shares for series B convertible preferred stock.

On September 12, 2008, 312,500 series C warrants were exercised, resulting in the issuance of 312,500 shares of series B convertible preferred stock in exchange for cash payment of $1,250,000.

On November 14, 2008 the outstanding part of the Series C Warrant was entirely exercised. The Company received $1,250,272 in cash and issued 356,000 shares of Series B Convertible Preferred Stock.

On February 9, 2009, the per share conversion price of the series B preferred stock was reduced from $0.50 to $0.25 pursuant to its price protection provisions. The Company recognized a deemed dividend to preferred shareholders of $5,599,440 as a result.

In November 2009, the shareholders of the Company approved an amendment to the Company’s certificate of incorporation increasing the number of authorized shares by 10,000,000 shares of preferred stock.

As of December 31, 2009, there were $996,164 in accrued unpaid dividends on the series A convertible preferred stock.

NOTE 10 - STOCK OPTIONS

On January 28, 2007 the Company adopted the 2006 Stock Option Plan of Juma Technology Corp., (the “2006 Plan”). The Plan provides for up to 6,228,750 shares of incentive and non-qualified options that may be granted to employees, directors and certain key affiliates. Under the Plan, incentive options may be granted at not less than the fair market value on the date of grant and non-statutory options may be granted at or below fair market value. The Company wishes to utilize the Plan to attract, maintain and develop management by encouraging ownership of the Company's Common Stock by key employees, directors, and others. Options under the Plan will be either “incentive options” under Section 422A of the Internal Revenue Code of 1986, as amended, or “non-qualified stock options” which are not intended to so qualify.

On August 31, 2007 the Company adopted the 2007 Stock Option Plan of Juma Technology Corp., (the “2007 Plan”). The Plan provides for up to 6,228,750 shares of incentive and non-qualified options that may be granted to employees, directors and certain key affiliates. Under the Plan, incentive options may be granted at not less than the fair market value on the date of grant and non-statutory options may be granted at or below fair market value. The Company wishes to utilize the Plan to attract, maintain and develop management by encouraging ownership of the Company's Common Stock by key employees, directors, and others. Options under the Plan will be either “incentive options” under Section 422A of the Internal Revenue Code of 1986, as amended, or “non-qualified stock options” which are not intended to so qualify.

On December 17, 2008 the Company adopted the 2008 Stock Option Plan of Juma Technology Corp., (the “2008 Plan”).The Plan provides for up to 6,228,750 shares of incentive and non-qualified options that may be granted to employees, directors and certain key affiliates. Under the Plan, incentive options may be granted at not less than the fair market value on the date of grant and non-statutory options may be granted at or below fair market value. The Company wishes to utilize the Plan to attract, maintain and develop management by encouraging ownership of the Company's Common Stock by key employees, directors, and others. Options under the Plan will be either “incentive options” under Section 422A of the Internal Revenue Code of 1986, as amended, or “non-qualified stock options” which are not intended to so qualify.

F-15

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

On July 16, 2009 the Company adopted the 2009 Stock Option Plan of Juma Technology Corp., (the “2009 Plan”).The Plan provides for up to 10,000,000 shares of incentive and non-qualified options that may be granted to employees, directors and certain key affiliates. Under the Plan, incentive options may be granted at not less than the fair market value on the date of grant and non-statutory options may be granted at or below fair market value. The Company wishes to utilize the Plan to attract, maintain and develop management by encouraging ownership of the Company's Common Stock by key employees, directors, and others. Options under the Plan will be either “incentive options” under Section 422A of the Internal Revenue Code of 1986, as amended, or “non-qualified stock options” which are not intended to so qualify. Through December 31, 2010 no options have been issued under the 2009 Plan.

Equity award activities and related information as of and for the year ended December 31, 2010 is summarized below:

	Outstanding Options
	Number of Shares			Weighted-Average Exercise price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at December 31, 2009		17,348,750		$	0.52
Options granted		205,000			0.17
Options exercised		—			—
Options canceled		(563,500	)		0.33
Balance at December 31, 2010		16,990,250			0.52		3.37	$	0

Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.02 as of December 31, 2010 and the exercise price multiplied by the number of related options.

The following schedule summarizes information about stock options outstanding under all option plans for December 31, 2010:

	Options Outstanding						Options Exercisable
Range of Exercise Price	Number Outstanding		Weighted-Average Remaining Contractual Life		Weighted-Average Exercise Price		Number Exercisable		Weighted-Average Exercise Price
$0.14 - $0.16		5,638,250		3.32	$	0.16		5,689,124	$	0.16
$0.17 - $0.52		2,575,750		6.80		0.42		1,694,815		0.43
$0.58 - $0.60		5,700,000		2.20		0.66		5,311,324		0.60
$1.00 - $1.33		3,076,250		2.74		1.12		3,066,296		1.12
$0.14 - $1.33		16,990,250		3.37	$	0.52		15,761,559	$	0.52

SFAS 123R requires the use of a valuation model to calculate the fair value of stock-based awards. The Company as elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and risk-free interest rates.

The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of the Company’s stock options, adjusted for other relevant factors including implied volatility of market traded options on the Company’s common stock. The expected life of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees, as well as the potential effect from options that had not been exercised at the time.

The assumptions used and the resulting estimate of weighted-average fair value per share of options granted during this period is summarized as follows:

F-16

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

	Year Ended December 31, 2010			Year Ended December 31, 2009
Dividend yield		—			—
Volatility factor		68.30	%		71.63	%
Risk-free interest rate		3.68	%		2.82	%
Expected life (years)		10.0			5.23

NOTE 11 - MAJOR CUSTOMERS

Revenues to a single customer that exceed ten percent (10%) of total revenues during the years ended December 31, 2010 and 2009 are as follows,

	2010		2009
Customer A	$	843,922	$	710,980
Customer B		411,728		—

Customers that accounted for more than 10% of the outstanding accounts receivable at December 31, 2010 and 2009 are as follows,

	2010		2009
Customer C	$	388,754	$	334,199
Customer D		226,092		—

NOTE 12 - MAJOR SUPPLIERS

Purchases from a single supplier that exceed ten percent (10%) of total purchases during the years ended December 31, 2010 and 2009 are as follows,

	2010		2009
Supplier A	$	278,048	$	191,376
Supplier B		219,105		180,858
Supplier C		86,150		—

NOTE 13 - LEASE COMMITMENTS

The Company leases its Farmingdale, NY (from a related party) and its New York, NY premises pursuant to individual sublease agreements accounted for as operating leases. The lease on the Farmingdale, NY premises expires on May 31, 2016, and the lease on the New York, NY premises lease expires on November 30, 2011. Both premises are under a non-cancelable operating lease.

The following is a schedule of future minimum rental payments required under all operating leases:

December 31,
2011	$	243,797
2012		148,625
2013		153,084
2014		157,676
2015 and thereafter		230,907
	$	934,089

Equipment and facilities rental for the year ended December 31, 2010 and 2009 totaled $285,620 and $264,715, respectively.

NOTE 14 - EMPLOYMENT AGREEMENTS

The Company has employment agreements with several of its key employees. The agreements are for a term of either one or three years and are automatically renewed subject to certain conditions.

F-17

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

Each agreement calls for a base salary, which may be adjusted annually at the discretion of the Company’s Board of Directors, and also provides for eligibility in the Company’s benefit plans and incentive bonuses which are payable based upon the attainment of certain profitability goals

The aggregate commitment for future salaries excluding bonuses and benefits and giving effect to employment agreements entered into on February 1, 2010, is as follows:

Year ending December 31,

2011			870,000
2012			870,000
2013			140,630

NOTE 15 - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using the enacted tax rates in effect in the years in which the differences are expected to reverse. Because of the questionable ability of the Company to utilize these deferred tax assets, the Company has established a 100% valuation allowance for the asset. Deferred income taxes are comprised as follows for the years ended December 31, 2010 and 2009,

	2010			2009
Deferred tax assets:
Net operating loss	$	10,220,014		$	7,657,013
Goodwill impairment		432,163			470,448
Other deferred tax assets		114,267			94,006
Depreciation		(190,438	)		(180,385	)
Net deferred tax asset		10,576,006			8,041,082
Valuation allowance		(10,576,006	)		(8,041,082	)
Deferred tax assets	$	—		$	—

The Company's income tax expense consists of the following for the years ended:

	December 31,		December 31,
	2010		2009
Current:
Federal	$	—	$	—
State and local		14,111		10,587
Total		14,111		10,587

Deferred:
Federal		—		—
State and local		—		—
Total		—		—
Provisions for income taxes	$	14,111	$	10,587

The Company files a consolidated income tax return with its wholly-owned subsidiaries and has net operating loss carryforwards of approximately $29,811,000 for federal and state purposes, which expire through 2028. The utilization of this operating loss carryforward may be limited based upon changes in ownership as defined in the Internal Revenue Code.

A reconciliation of the difference between the expected income tax rate using the statutory federal tax rate and the Company’s effective rate is as follows:

F-18

Juma Technology Corp. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010

	December 31,
	2010			2009
U.S. Federal income tax statutory rate		34.0	%		34.0	%
State income taxes, net of federal effect		5.3			5.3
Permanent differences		(9.6	)		(15.3	)
Valuation allowance		(29.7	)		(24.0	)
Effective tax rate		0	%		0	%

NOTE 16 - RELATED PARTY TRANSACTIONS

Facilities Lease

On June 1, 2006, the Company entered into a 10 year non-cancelable lease agreement with Toledo Realty, LLC (“Toldeo”) for its Long Island headquarters. Among other provisions, the lease provides for monthly rental payments of $10,500 per month and includes provisions for scheduled increases to the monthly rental. In addition, the Company is required to reimburse Toledo for the real estate taxes on the building. The lease agreement also provides for two five year lease extensions. Pursuant to the lease, the Company was required to provide a security deposit totaling $21,000.

NOTE 17 - SUBSEQUENT EVENTS

Issuance of Convertible Promissory Notes and Warrants to Purchase Common Stock

On January 13, 2011 the Company issued to Vision Opportunity Master Fund, Ltd. a non-convertible promissory note with principal amount $375,000 and warrants to purchase 2,500,000 shares of the Company’s common stock in exchange for $375,000 in cash. The promissory notes are payable five days after demand for payment and bear interest at an annual rate of 10%. The warrants have an exercise price of $0.15 and expire in March 2015.

Sale of Telecommunications and Systems Integration Business

On March 18, 2011, the Company entered into an agreement to sell all maintenance contracts related to the Company’s telecommunications and systems integration business, and will subsequently discontinue all operations connected with this line of business. The purchaser paid to the Company an advance against the earn-out payment equal to $250,000, $188,284 of which was paid on behalf of the Company on January 31, 2011 and $61,716 at the closing. The earn-out payment is based on 50% of the profits as defined under the agreement earned during the 12-month period following the closing.

F-19

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

No events occurred requiring disclosure under Item 304(b) of Regulation S-K.

Item 9A. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2010. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Mr. Anthony M. Servidio and Chief Financial Officer, Mr. Anthony Fernandez. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2010, our disclosure controls and procedures were effective.

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

Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United States’ generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this assessment, management concluded the Company maintained effective internal control over financial reporting as of December 31, 2010.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance that all necessary information will be disclosed in a timely manner. Our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in the Annual Report.

Changes in Internal Control over Financial Reporting.

There have been no change in the Company’s internal control over financial reporting identified in connection with the evaluation described above that occurred during the Company's fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B. Other information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following sets forth certain information about each of our executive officers and directors and their current positions with the Company.

Name	Age	Position(s) and Office(s) Held
Anthony M. Servidio	64	Chairman and Chief Executive Officer
Robert H. Thomson	34	Director
Robert Rubin	69	Director
Kenneth Archer	52	Director
Joseph Fuccillo	38	President, Chief Technology Officer, Director
Anthony Fernandez	44	Chief Financial Officer
David Giangano	47	President of Global Channels
Frances Vinci	59	Executive Vice President

Set forth below is a brief description of the background and business experience of each of our executive officers and directors of the Company.

Anthony M. Servidio - Chairman and Chief Executive Officer

Mr. Servidio joined the Company as CEO and Chairman in November 2007, after serving as a strategic advisor to the firm since July 2007. Mr. Servidio has a distinguished career in the telecommunications and information technology industries, having contributed to growth and value creation in a variety of roles. From June 2006 to June 2007, Mr. Servidio was Senior Vice President, Strategic Markets, for WestCom Corporation, a telecommunications company providing voice, data and converged IP solutions to the global financial services community. WestCom was sold to IPC Communications in June 2007. From June 2005 to June 2006, Mr. Servidio was President of Cymtec Systems, a network security solutions technology company. From March 2002 to June 2005, Mr. Servidio ran global sales for Moneyline Telerate, which was the world’s third largest financial market data company, before its sale to Reuters in 2004. Prior to Moneyline, Mr. Servidio was Senior Vice President, Global Banking and Finance Solutions, for Global Crossing. Mr. Servidio joined Global Crossing when the company acquired IXnet, a company he helped found in 1995, and grew from its inception to a business generating over $300 million in annual revenues, offering network and advanced trader voice solutions through its combination with IPC. Prior to establishing IXnet, Mr. Servidio was Vice President of Sales for WorldCom, leading its Global Banking and Finance team. Mr. Servidio’s previous missions included sales and management roles with RCA Global Communications, a large Global Telecommunications service provider, where Mr. Servidio began his career in 1965. The Board believes that Mr. Servidio has the experience, qualifications, attributes and skills necessary to serve as Chairman and CEO because of his years of experience in managing businesses.

Robert H. Thomson - Director

Mr. Thomson was initially appointed to our board on March 29, 2008 to fill the remaining portion of a departing director's one-year term and to hold office until the next annual meeting of our stockholders or until removed from office in accordance with our by-laws. In 2007, Mr. Thomson joined Vision Capital Advisors LLC, a New York based fund that makes direct investments in small, high growth businesses. Prior to Vision, Mr. Thomson was the Managing Director of The Arkin Group LLC (New York, NY - 2006) in charge of daily operations, financial management, and growth strategies for this international business intelligence firm. Prior to The Arkin Group LLC, Mr. Thomson was a Research Associate for the Council on Foreign Relations, a New York-based think tank focused on international relations and foreign policy. In February 2010, Mr. Thomson was appointed to the board of T3 Motion, Inc. (OTCBB: TMMM.OB). The Board believes that Mr. Thomson has the experience, qualifications, attributes and skills necessary to serve as a Director because of his years of experience in finance and business.

Robert Rubin - Director

Mr. Rubin was appointed as a director of the Company in November 2007. Mr. Rubin has been the Chief Financial Officer of Solar Thin Films, Inc. (OTCBB: SLTN.OB) since August 2007. He served as Chairman and President of Solar Thin from January 1996 until June 2006 and as CEO from January 1996 until October 2006. He has been a director of Solar Thin since May 1991. Mr. Rubin also has served as the CEO, Chairman and sole director and officer of MIT Holding, Inc. (OTCBB: MITD.OB) since April 2007. Mr. Rubin served as a director of Western Power & Equipment Corp. (OTCBB: WPEC.OB) from November 1992 to February 2005. Mr. Rubin has operated and financed numerous companies including Lifetime Corporation (f/k/a Superior Care, Inc.), for which he was the founder, President, Chief Executive Officer and a director from its inception in 1976 until May 1986, when he resigned as an executive officer. Mr. Rubin continued as a director of Lifetime Corporation until the latter part of 1987. In 1993, Lifetime was sold to Olsten Corporation, a NYSE-listed company. The Board believes that Mr. Rubin has the experience, qualifications, attributes and skills necessary to serve as a Director because of his years of experience in finance and managing businesses.

Kenneth Archer – Director

Mr. Archer was appointed to our board on April 22, 2008 to fill the remaining portion of Mr. Fernandez’s one-year term and to hold office until the next annual meeting of our stockholders or until removed from office in accordance with our by-laws. Mr. Archer joined Prime Communications in 2008 and is responsible for all functional and financial areas of that company. From May 2008 to March 2010, he had been a member of the board of directors of PRG Group, Inc. (PRGJ.PK), which is the holding company for Prime Communications. In 2005, prior to joining Prime Communications, Mr. Archer was the Vice President of North America Channels where he was responsible for the channel strategy, program, operations, partner management team and the supervision of Avaya’s portfolio of authorized partners. In 2004 and 2005, Mr. Archer was the Director of the Direct Response Channel (Direct Marketing Resellers/DMRs) for the Hewlett Packard Company. From 2002 to 2004, Mr. Archer was the Director of Major/National Partner for the Hewlett Packard Company, where he was responsible for certain of Hewlett Packard’s important strategic partners. From 2000 to 2002, Mr. Archer was the Director of Hewlett-Packard’s value added reseller partners. Prior to this time, Mr. Archer had 20 years of other channel and direct sales leadership positions with both the Hewlett Packard Company and with two different channel partners. Mr. Archer earned his BS in Marketing in 1980 from West Chester University in Pennsylvania and his Executive MBA degree in Business Management in 1993 from Fairleigh Dickinson University in New Jersey. The Board believes that Mr. Archer has the experience, qualifications, attributes and skills necessary to serve as a Director because of his years of experience in finance and business.

Joseph Fuccillo - President, Chief Technology Officer and Director

Mr. Fuccillo has been the Company’s President since November 2007, a director since November 2006 and the Company’s Chief Technology Officer since 2003. Prior to becoming the Company’s Chief Technology Officer in 2003, Mr. Fuccillo served as Senior Vice President at Xand Corporation, from 1999 to 2003, an IT hosting and managed services provider, from 1999 to 2003. During his tenure at Xand Corporation, Mr. Fuccillo was credited with building the company’s IT hosting business into a $10 million revenue unit. In 1998, Mr. Fuccillo founded Incisive Technologies, an independent IT consultancy and value added reseller that provided systems design and implementation services. From 1995 to 1998, Mr. Fuccillo led the technology team at Westcon, a major distributor of high-end network and related security products. Mr. Fuccillo began his career as a communications analyst with Orange and Rockland Utilities in 1993. He received a Bachelor of Science degree in Electrical Engineering from Manhattan College and is a certified technician in a variety of areas. The Board believes that Mr. Fuccillo has the experience, qualifications, attributes and skills necessary to serve as a Chief Technology Officer and Director because of his years of experience in technology and business.

Anthony Fernandez, MBA, CPA - Chief Financial Officer

Mr. Fernandez joined the Company in 2006 and is responsible for all financial matters related to the Company. He has served as a member of the Company’s board of directors from November 2006 to until April 2008. In 2005, prior to joining the Company, Mr. Fernandez was the Director of Finance for Lexington Corporate Properties Trust where he was responsible for SEC filings, Sarbanes-Oxley compliance and audit compliance. From 2001 to 2005, Mr. Fernandez was the Corporate Controller for Register.com, Inc. Mr. Fernandez managed a $210 million portfolio, all SEC reporting and compliance, tax compliance and financial computer systems implementations. From 1998 to 2001, Mr. Fernandez was the Chief Financial Officer for 5B Technologies Company, a technology and employee staffing company. Prior to this time, Mr. Fernandez had eight years of public accounting experience with various firms. Mr. Fernandez is a Certified Public Accountant in the state of New York and obtained his MBA in accounting from Hofstra University in 1992.

David Giangano - President of Global Channels

Mr. Giangano was the founder of the Company in 2002 and currently serves as the Company’s President of Global Channels. He has served as the Company’s chief executive officer and president and as a member of the Company’s board of directors from November 2006 to until November 2007. Mr. Giangano has extensive experience in building strategic alliances, structuring joint ventures, and negotiating partnerships. He also brings 20 years of experience designing and developing a broad spectrum of IT solutions, including those that pertain to telecommunications systems, IT systems integration, voice and data convergence, and application development. Mr. Giangano currently holds multiple patents in disciplines ranging from data encryption to specialized data acquisition and digital signal processing applications. His technical writings have been published in NASA and IEEE (Institute of Electrical and Electronics Engineers) journals and magazines. Mr. Giangano has been with the Company since its inception in 2002. From 2000 to 2002, Mr. Giangano was the Senior Vice President of Engineering and System Services at 5B Technologies. From 1997 to 2000, Mr. Giangano founded and operated Tailored Solutions, a voice and data systems integration and consulting firm, which was acquired by 5B Technologies. Mr. Giangano earned a Bachelor of Science degree in Electrical Engineering and spent 10 years with Northrop Grumman Corporation as a Senior Design Engineer and Project Leader.

Frances Vinci - Executive Vice President

Ms. Frances Vinci co-founded the Company in 2002 and currently serves as the Company’s Executive Vice President. She has served as a member of the Company’s board of directors from November 2006 to until November 2007. Ms. Vinci has 20 years of experience as an Operations, Sales and Human Resources Director. Ms. Vinci initiated both the telemarketing and professional services division. Prior to 2002, Ms. Vinci was the Director of Professional services at 5B Technologies from 1999 to 2002. In that capacity, Ms. Vinci created and implemented an IT outsourcing and consulting division. From 1980 to 1999, Ms. Vinci worked at Media Communications Inc. as Vice-President of Sales & Operations, starting two divisions and contributed to the company’s revenue by turning a service based division into a profit center.

Term of Office

Each of our directors is appointed or elected for a one-year term to hold office until the next annual meeting of our stockholders or until removed from office in accordance with our by-laws. On August 31, 2007 at the Company’s annual meeting of stockholders, each of Messrs. Giangano, Fuccillo, Cassano, and Fernandez and Ms. Vinci was elected as a director for a term of one year. In November 2007, each of Messrs Giangano and Cassano and Ms. Vinci resigned. In November 2007, each of Messrs Anthony M. Servidio, Rubin, and Skriloff was appointed as members of the Company’s board of directors. In March 2008, Mr. Skriloff resigned from the Company’s board of directors and Mr. Thomson was appointed as a member of the Company’s board of directors. In April 2008, Mr. Fernandez resigned from the Company’s board of directors and Mr. Archer was appointed as a member of the Company’s board of directors.

Significant Employees

As of December 31, 2010, the Company believes that almost all employees are important to the success of the Company but the only significant individuals are the Company’s’ officers and directors referenced above.

Family Relationships

As of December 31, 2010, there were no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to any director, director nominee or executive officer:

(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities;

(4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

(5) being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i)

any federal or state securities or commodities law or regulation;

(ii)

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii)

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member (covering stock, commodities or derivatives exchanges, or other SROs).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2010, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2010:

Name and principal position

Number of

late reports

Transactions not

timely reported

Known failures to

file a required form

Anthony M. Servidio, Chief Executive Officer and Chairman

—

Robert H. Thomson, Director

—

Robert Rubin, Director

—

Kenneth Archer, Director

—

Joseph Fuccillo, President, Chief Technology Officer and Director

—

Anthony Fernandez, Chief Financial Officer

—

David Giangano, President of Global Channels

—

Frances Vinci, Executive Vice-President

—

Code of Ethics Disclosure

We adopted a Code of Ethics for Financial Executives, which include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics was filed as an exhibit to the annual report on Form 10-KSB for the year ended December 31, 2005 and filed with the SEC on January 30, 2006.

We undertake to provide to any person without charge, upon request, a copy of such code of ethics. Such requests should be addressed to the Company at 154 Toledo Street, Farmingdale, New York 11735; attention Anthony Fernandez, CFO.

Security Holder Nominating Procedures

We do not have any formal procedures by which our stockholders may recommend nominees to our board of directors.

Audit Committee

We do not have a separately-designated standing audit committee and we do not have an audit committee financial expert. The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

For the year ended December 31, 2010, the board of directors:

Reviewed and discussed the audited financial statements with management, and

Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.

Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2010 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

Item 11. Executive Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our current executive officers for each of the last two completed fiscal years.

Name and Principal

Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-

Equity

Incentive

Plan

Compensation

($)

Non-

Qualified

Deferred

Compensation

Earnings

($)

All

Other

Compensation

($)

Total

($)

Anthony M. Servidio

2010

236,719

–

10,000

246,719

CEO & Chairman (1)

2009

236,719

–

140,000

–

10,000

386,719

Joseph Fuccillo

2010

150,155

–

10,000

160,155

President, CTO; Director (2)

2009

150,155

–

36,132

–

10,000

196,287

Anthony Fernandez

2010

150,155

–

10,000

160,155

Chief Financial Officer (3)

2009

150,155

–

60,219

–

10,000

220,374

(1)

Mr. Servidio was appointed CEO and Chairman in November 2007; he had previously served as a consultant to the Company since July 2007.

(2)

Mr. Fuccillo was appointed President in November 2007.

(3)

Mr. Fernandez was appointed Chief Financial Officer in April 2006.

The assumptions used in calculating the values of the Option Awards may be found in Footnote 10 to the Consolidated Financial Statements filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 on pages F-15 through F-17.

Employment Agreements

On February 1, 2010, the Company entered into new employment agreements with Anthony M. Servidio, Anthony Fernandez, and Joseph Fuccillo.

Anthony Servidio had entered into an employment agreement with the Company effective as of January 1, 2008. Under his new employment agreement, which supersedes and terminates his original employment agreement with the Company dated January 1, 2008, Mr. Servidio will continue to serve as the Company’s Chief Executive Officer. The new employment agreement terminates on February 28, 2013, subject to automatic renewal for successive one-year terms. Mr. Servidio’s annual base salary for 2010 is $250,000. Thereafter, his base salary, at the sole discretion of the Company’s Board of Directors or Compensation Committee, as the case, may be increased at the rate of five percent (5%), per annum.

Mr. Servidio. shall be entitled to be considered for an annual bonus (the “Annual Bonus”) of up to an aggregate of fifty percent (50%) of his then annual base salary payable in (i) cash and/or (ii) Company common stock, which may include stock options, restricted stock and/or deferred compensation, pursuant to the terms of the executive bonus plan. The award of and the make-up of the Annual Bonus, shall be at the sole discretion of the Company’s Board of Directors or the Company’s Compensation Committee, as the case may be. The payment of any such bonus shall be subject to, among other conditions, Mr. Servidio being employed under his employment agreement at the time the Annual Bonus is awarded and at the time the Annual Bonus is paid and the availability of sufficient cash to meet the Company’s working capital needs. Mr. Servido shall also be entitled to receive a transaction bonus (the “Transaction Bonus”) to be awarded in the event of a change of control or sale of all or substantially all the Company’s assets. The amount of the Transaction Bonus is based on the threshold amounts of gross sales consideration generated in the applicable transaction.

Mr. Servidio shall be entitled to participate in the Company’s employee compensation and other benefit programs. In addition to reimbursement for his documented reasonable expense incurred in connection with the fulfillment of his duties, Mr. Servidio shall all be entitled to an annual automobile allowance of $10,000. The Company may terminate Mr. Servidio’s employment with or without cause. If Mr. Servidio’s employment is terminated without cause or due to a change of control, then he is entitled to a severance payment equal to 18 months’ base pay and 18 months’ benefits. Mr. Servidio may terminate his employment agreement on 90 days’ prior written notice.

Anthony Fernandez has entered into a similar new employment agreement with the Company, which supersedes and terminates his original employment agreement with the Company dated as of November 14, 2006, as amended. Mr. Fernandez will continue to serve as the Company’s Chief Financial Officer. Mr. Fernandez’s annual base salary is $165,000.

Mr. Fernandez’s employment agreement contains employee benefit, bonus, and termination provisions, which are similar to those contained in Mr. Servidio’s employment agreement.

Joseph Fuccillo has entered into a similar new employment agreement with the Company, which supersedes and terminates his original employment agreement with the Company dated as of November 14, 2006, as amended. Mr. Fuccillo will continue to serve as the Company’s Chief Technology Officer and President. Mr. Fuccillo’s annual base salary is $165,000.

Mr. Fuccillo’s employment agreement contains employee benefit, Annual Bonus, and termination provisions, which are similar to those contained in Mr. Servidio’s employment agreement.

Compensation of the Board of Directors

Ordinarily, our directors are not paid any fees or compensation for services as members of our board of directors or any committee thereof.

In April 2008, Mr. Archer was granted five-year options that vest over three years to purchase 50,000 shares of our common stock at an exercise price of $0.60 per share. And in September 2009, Mr. Archer was granted three-year options that vest over one year to purchase 200,000 shares of our common stock at an exercise price of $0.25 per share. Aside from the foregoing, our directors did not receive any compensation for their services as director or committee member during the year ended December 31, 2010.

Outstanding Equity Awards at 2010 Fiscal Year End

The following table sets forth the stock options held by the named executives as of December 31, 2010.

Options Awards

Stock Awards

Name

Number of

Securities

Underlying

Unexercised

Options

Exercisable)

Number of

Securities

Underlying

Unexercised

Options

Unexercisable)

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

($)

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other

Rights That

Have Not

Vested

(#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights that

Have Not

Vested

($)

Anthony M. Servidio(1)

6,616,438

383,562

–

0.16-0.60

04/13-02/14

–

Joseph Fuccillo (2)

1,700,000

–

0.16–1.15

02/12-02/14

–

Anthony Fernandez (3)

1,800,000

–

0.16-1.15

02/12-02/14

–

(1)	Mr. Servidio’s options vest in accordance with the following schedule,

1,250,000 on April 22, 2008

1,250,000 on April 22, 2009

1,250,000 on April 22, 2010

1,250,000 on April 22, 2011

2,000,000 ratably over the year ended February 19, 2010

(2)	Mr. Fuccillo’s options vested in accordance with the following schedule,

100,000 on February 7, 2008

1,000,000 on August 21, 2008

600,000 ratably over the year ended February 19, 2010

(3)	Mr. Fernandez’s options vested in accordance with the following schedule,

100,000 on February 7, 2008

700,000 on August 21, 2008

1,000,000 ratably over the year ended February 19, 2010

The 16,990,250 options outstanding at December 31, 2010 were granted at exercise prices ranging from $0.14 to $1.33. At December 31, 2010 the number of options outstanding held by executive officers and directors was 11,700,000.

Under his employment agreement effective January 1, 2008, Mr. Servidio is entitled to receive 5,000,000 options from the Company’s 2007 stock option, priced as mandated by the plan. 1,250,000 of which shall be vested immediately with 1,250,000 vesting each year for three years.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information about our compensation plans under which shares of common stock may be issued upon the exercise of options as of December 31, 2010.

Plan Category

Number of

Securities to

Be Issued

upon Exercise

Outstanding

Options,

Warrants and

Rights

Weighted-

Average Exercise

Price of

Outstanding

Options,

Warrants and

Rights

Number of

Securities

Remaining

Available for

Future

Issuance under

Equity

Compensation

Plans

(Excluding

Securities

Reflected in

Column A)

Equity compensation plans approved by security holders

16,990,250

0.52

11,372,362

Equity compensation plans not approved by security holders

–

Total

16,990,250

0.52

11,372,362

The following table sets forth, as of January 31, 2011, (a) the number of shares of our common stock owned by (i) each person who is known by us to own of record or beneficially five percent (5%) or more of our outstanding shares, (ii) each of our directors, (iii) each of our executive officers and (iv) all of our directors and executive officers as a group; (b) the number of shares of our Series A Convertible Preferred Stock owned by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group; (c) the number of shares of our Series B Convertible Preferred Stock owned by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group and (d) the number of shares of our Series C Convertible Preferred Stock owned by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares of our common stock beneficially owned.

Title of Class	Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		% of Class (2)
Common	Robert Rubin, Director c/o Juma Technology Corp. 154 Toledo Street, Farmingdale, NY 11735		1,800,000		1

Common	Anthony M. Servidio, CEO & Chairman c/o Juma Technology Corp. 154 Toledo Street, Farmingdale, NY 11735		6,722,603		2

Common	Robert H. Thomson(3)(4), Director 20 W. 55th Street, 5th floor, New York, NY 10019		218,178,802		76

Series A Convertible Preferred Stock	Robert H. Thomson(3)(4), Director 20 W. 55th Street, 5th floor, New York, NY 10019		8,333,333		100

Series B Convertible Preferred Stock	Robert H. Thomson(3)(4), Director 20 W. 55th Street, 5th floor, New York, NY 10019		1,666,500		100

Series C Convertible Preferred Stock	Robert H. Thomson(3)(4), Director 20 W. 55th Street, 5th floor, New York, NY 10019		1,970,756		100

Common	David Giangano, President of Global Channels c/o Juma Technology Corp. 154 Toledo Street, Farmingdale, NY 11735		6,507,300		2

Common	Frances Vinci, EVP c/o Juma Technology Corp. 154 Toledo Street, Farmingdale, NY 11735		5,474,000		2

Common	Joseph Fuccillo, President, CTO and Director c/o Juma Technology Corp. 154 Toledo Street, Farmingdale, NY 11735		7,757,300		3

Title of Class	Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		% of Class (2)

Common	Anthony Fernandez, CFO c/o Juma Technology Corp. 154 Toledo Street, Farmingdale, NY 11735		2,800,000		1

Common	Kenneth Archer, Director c/o Juma Technology Corp. 154 Toledo Street, Farmingdale, NY 11735		246,301		1

Common	Mirus Opportunistic Fund (5) c/o Julius Baer Trust Company (Cayman Ltd.) PO Box 1100 GT Windward III, Regata Office Park Grand Cayman		2,500,000		1

Total of Common Stock-All Directors & Executive Officers (8 persons):			251,986,306		89

Total of Series A Convertible Preferred Stock-All Directors & Executive Officers (8 persons):			8,333,333		100

Total of Series B Convertible Preferred Stock-All Directors & Executive Officers (8 persons):			1,666,500		100

Total of Series C Convertible Preferred Stock-All Directors & Executive Officers (8 persons):			1,970,756		100

(1)

As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days after such date but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table.

(2)	Figures may not add up due to rounding of percentages.

(3)

Robert Thomson has been designated by Vision Opportunity Master Fund, Ltd. to our board of directors. The reported securities are owned directly by Vision Opportunity Master Fund, Ltd. and its affiliate Vision Capital Advantage Fund, L.P. (collectively, the “Vision Entities”), and Mr. Thomson has no direct interest in these shares. The 218,178,802 shares listed represent the aggregate 1,116,705 common shares held by the Vision Entities as well as (all figures given in the aggregate) (a) the series A Warrants to purchase up to 23,499,998 shares of our common stock (b) the Senior Secured 10% Convertible Promissory Notes (the “Notes”) currently convertible into 100,525,207 shares of our common stock and (c) the Series A Convertible Preferred Stock convertible into 33,333,332 share of our common stock (d) the Series B Convertible Preferred Stock convertible into 39,996,000 share of our common stock and (e) the Series C Convertible Preferred Stock convertible into 19,707,560 share of our common stock, which are described in the following footnotes. The Series A Warrants, the Notes, the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock owned by the Vision Entities are subject to a beneficial ownership limitation such that the Vision Entities may not convert or exercise such securities to the extent that the conversion or exercise would cause the Vision Entities’ common stock holdings to exceed 4.99% of our total common shares outstanding, provided that this restriction on conversion can be waived at any time by the funds on 61 days’ notice. Mr. Thomson disclaims beneficial ownership of all securities reported herein.

(4)

The reported shares of Series A Convertible Preferred Stock are owned directly by the Vision Entities; such shares are convertible at any time, at the holders’ election, into 33,333,332 shares of our common stock (the quotient of the liquidation preference amount of $0.60 per share divided by the current conversion price of $0.15 per share times the number of shares of Series A Preferred Stock). The reported shares of Series B Convertible Preferred Stock are owned directly by the Vision Entities; such shares are convertible at any time, at the holders’ election, into 39,996,000 shares of our common stock (the quotient of the liquidation preference amount of $6.00 per share divided by the current conversion price of $0.25 per share times the number of shares of Series B Preferred Stock). The reported shares of Series C Convertible Preferred Stock are owned directly by the Vision Entities; such shares are convertible at any time, at the holders’ election, into 19,707,560 shares of our common stock (the quotient of the liquidation preference amount of $1.00 per share divided by the current conversion price of $0.10 per share times the number of shares of Series B Preferred Stock). The Vision Entities may not acquire shares of common stock upon conversion of the Convertible Preferred Stock to the extent that, upon conversion, the number of shares of common stock beneficially owned by the Vision Entities and its affiliates would exceed 4.99% of the issued and outstanding shares of our common stock; provided, that this restriction on conversion can be waived at any time by the funds on 61 days’ notice. Mr. Thomson disclaims beneficial ownership of all securities reported herein.

(5)

Based on Mirus Opportunistic Fund’s Schedule 13D filed with the Commission on November 14, 2006, Mr. Rolf Schnellman, principal of this Fund, has voting and dispositive power over the shares owned by this Fund. The address of Mr. Schnellman is c/o Helper GmbH Dorfplatz 2, CH – 6422 Steinen, Switzerland.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Except as described in the following paragraphs, none of our directors or executive officers, nor any other related person, such as a person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, or any members of the immediate family (including spouse, parents, children, step-children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of the Company’s last fiscal year or in any presently proposed transaction which, in either case, has or will materially affect us.

Prior to the Reverse Merger, throughout 2006 and 2005, the Company made interest-free advances to Toledo Realty, LLC (“Toledo”), an entity owned by David Giangano, Frances Vinci, Joseph Fuccillo, Joseph Cassano, Elizabeth D’Alesandro, Steven Harper and Paul Stavola, each of whom is either an officer, employee or former employee of the Company. The largest sum of these advances outstanding was $333,265, which was the approximate dollar amount of the related persons’ interest in the transaction. The advances were primarily used for the acquisition and improvements made to a building now owned by Toledo and leased to the Company. This loan was repaid in full by December 31, 2006.

On June 1, 2006, the Company entered into a 10-year non-cancelable lease agreement with Toledo for its Long Island headquarters. Among other provisions, the lease provides for monthly rental payments of $10,500 per month and includes provisions for scheduled increases to the monthly rental. In addition, the Company is required to reimburse Toledo for the real estate taxes on the building. The lease agreement also provides for two five-year lease extensions. Pursuant to the lease, the Company was required to provide a security deposit totaling $21,000. The Company has provided this deposit to Toledo in 2007. The approximate dollar amount involved in this transaction and the approximate dollar amount of the related persons’ interest in the transaction is approximately $911,000.

In August 2007 and November 2007, the Company entered into two financing transactions with Vision Opportunity Master Fund, Ltd. A managing director at Vision Capital Advisors, LLC, an affiliate of Vision Opportunity Master Fund, Ltd., has been a member of our board of directors since November 2007. The basis for appointing a managing director at Vision Capital Advisors, LLC to our board of directors is described under the heading “MANAGEMENT - Arrangements Concerning the Selection of Directors.” The financing transactions set forth above as well as additional financing transactions entered into by the Company and Vision Opportunity Master Fund, Ltd. and one of its affiliates, are described under the heading “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital Resources.”

Board Independence

At this time, the Company is not subject to the requirements of a national securities exchange or an inter-dealer quotation system with respect to the need to have a majority of its directors be independent. In the absence of such requirements, the Company has elected to use the definition established by the NASDAQ independence rule which defines an “independent director” as “a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.” The definition further provides that the following relationships are considered bars to independent regardless of the board’s determination:

Employment by the Company. Employment of the director or a family member by the Company or any parent or subsidiary of the company at any time thereof during the past three years, other than family members in non-executive officer positions.

$60,000 Compensation. Acceptance by the director or a family member of any compensation from the Company or any parent or subsidiary in excess of $60,000 during any twelve month period within three years of the independence determination.

Auditor Affiliation. A director or a family member of the director, being a partner of the Company’s outside auditor or having been a partner or employee of the company’s outside auditor who worked on the Company’s audit, during the past three years.

Based on the foregoing definition, the board of directors has determined that two of the current directors are “independent directors.”

Item 14. Principal Accounting Fees and Services

Audit Fees

The aggregate fees billed by our auditors for professional services rendered in connection with a review of the financial statements included in our quarterly reports on Form 10-Q and the audit of our annual consolidated financial statements for the fiscal years ended December 31, 2010 and December 31, 2009 were approximately $114,000 and $125,550 respectively.

Audit-Related Fees

Our auditors did not bill any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

Tax Fees

The aggregate fees billed by our auditors for professional services for tax compliance, tax advice, and tax planning were $5,000 and $5,000 for the fiscal years ended December 31, 2010 and 2009.

All Other Fees

The aggregate fees billed by our auditors for all other non-audit services, such as attending meetings and other miscellaneous financial consulting, for the fiscal years ended December 31, 2010 and 2009 were $0 and $0 respectively.

Item 15. Exhibits, Financial Statement Schedules.

Exhibit Number		Description

3.1		Articles of Incorporation, as amended (1)

3.2		By-laws, as amended (1)

23.1		Consent of Accountants

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)

Incorporated by reference from prior filings.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Juma Technology Corp. Registrant

	By:	/s/ Anthony M. Servidio
		Anthony M. Servidio
		Chief Executive Officer March 30 , 2011

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

Name/Signature	Title	Date

/s/ Anthony M. Servidio	Chief Executive Officer, Chairman (Principal Executive Officer)	March 30 , 2011
Anthony M. Servidio

/s/ Robert H. Thomson	Director	March 30 , 2011
Robert H. Thomson

/s/ Robert Rubin	Director	March 30 , 2011
Robert Rubin

/s/ Kenneth Archer	Director	March 30 , 2011
Kenneth Archer

/s/ Joseph Fuccillo	President, Chief Technology Officer, Director	March 30 , 2011
Joseph Fuccillo

/s/ Anthony Fernandez	Chief Financial Officer, Director (Principal Financial and Accounting Officer)	March 30 , 2011
Anthony Fernandez

Juma Technology Corp. - FORM 10-K - March 30, 2011

Attached files

Juma Technology Corp. Reports