UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2009

Commission file number 0-19170

~~JUNIPER GROUP, INC.~~

[Missing Graphic Reference]

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

~~------------------------------------------------------------~~

Nevada 11-2866771

~~---------------------------------------------------------------------------------------------------------------~~

~~(State~~ (State or other jurisdiction of (IRS Employer Identification No.)

Incorporation or organization)

20283 State Road 7, Suite 300

Boca Raton, Florida 33498

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

(Address of principal executive offices)

(561) 807-8990

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

(Issuer's telephone number)

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

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

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

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

Large Accelerated Filer 

Accelerated Filer 

Non-Accelerated Filer 

Smaller Reporting Company x

Number of shares outstanding of the issuer’s common stock as of the latest practicable date: ~~4,991,194,518~~39,389,328 shares of common stock, ~~$.001~~$.0001 par value per share, as of ~~August 12,~~November 13, 2009.

Transitional Small Business Disclosure Format (Check one): Yes  No x

JUNIPER GROUP, INC.

~~FORM 10-Q - INDEX~~

~~PART I. FINANCIAL INFORMATION:~~

~~Item 1.~~	~~Financial Statements~~
	~~Consolidated Balance Sheets as of~~ ~~June 30, 2009 (Unaudited) and~~ ~~December 31, 2008 (Audited)~~	3
	~~Consolidated Statements of Operations for the three and six months ending June 30, 2009 and June 30, 2008 (Unaudited)~~	4
	~~Consolidated Statements of Cash Flows for the six months ending June 30, 2009 and June 30, 2008 (Unaudited)~~	5

	~~Consolidated Statement of Changes of Shareholders' Deficiency for the six months ending June 30, 2009 (Unaudited)~~	6
	~~Notes to Unaudited Interim Consolidated Financial Statements~~	7

~~Item 2.~~	~~Management’s Discussion and Analysis of Financial Conditions and Results of Operations~~	24
~~Item 4T.~~	~~Controls and Procedures~~	34

~~PART II. OTHER INFORMATION~~

~~Item 1.~~	~~Legal Proceedings~~	35
~~Item 1A.~~	~~Risk Factors~~	37
~~Item 2.~~	~~Unregistered Sale of Equity Securities and Use of Proceeds~~	37
~~Item 3.~~	~~Defaults Upon Senior Securities~~	37
~~Item 4.~~	~~Submission of Matters to a Vote of Security Holders~~	38
~~Item 5.~~	~~Other Information~~	38
~~Item 6.~~	~~Exhibits~~	38

~~Signatures~~		38

Table of Contents

PART 1. FINANCIAL INFORMATION

~~- 2 - -~~

~~PART 1—FINANCIAL INFORMATION~~

ITEM 1:1. FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008 (audited) 4

Condensed Consolidated Statements of Operations for the three months ended September 30 2009 and 2008 (unaudited) 5

Condensed Consolidated Statements of Operations for the nine months ended September 30 2009 and 2008 (unaudited) 6

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30 2009 and 2008 (unaudited) 7

Condensed Consolidated Statement of Changes In Stockholders’ Deficit (unaudited) 8

Notes To Condensed Consolidated Financial Statements (unaudited) 9

ITEM 2. Management’s Discussion and Analysis Of Financial Condition 20

ITEM 4T. Controls and Procedures 26

PART II: OTHER INFORMATION

ITEM 1. Legal Proceedings 26

ITEM 1A. Risk Factors 28

ITEM 2. Unregistered Sale of Equity Securities and Use of Proceeds 29

ITEM 3. Defaults upon Senior Securities 30

ITEM 4. Submission of Matters to a Vote of Security Holders 30

ITEM 5. Other Information 30

ITEM 6. Exhibits 30

Signatures &# 160; 31

Index to Exhibits 32

JUNIPER GROUP, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited)
June 30, December 31
2009 2008
ASSETS

Current Assets
Cash $                                    - $ 7
Accounts receivable-trade (net of allowance)             109,073                                    -
Costs in excess of billings on uncompleted projects                                    -                                    -
Prepaid expenses $ 57,516 $ 24,575
166,589 24,582
Film licenses 116,648 123,538
Property and equipment net
Other Assets

                         40,733
                      680,956

                         37,531
                                   -

TOTAL ASSETS $ 1,004,926 $ 185,651
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

Current Liabilities:
Bank Overdraft $ 21,845 $                                    -
Accounts payable and accrued expenses 1,898,562 1,698,600
Notes payable and capitalized leases - current portion 1,133,779 1,395,796
Preferred stock dividend payable 44,111 41,068
Due to officer 821,970 686,127
Due To shareholders & related parties 6,089 56,038
Total current liabilities 3,926,356 3,877,629
Notes payable and capitalized leases, less current portion 3,253,175 1,488,671
Derivative liability related to convertible debentures 23,953,196 62,033,078
Warrant liability related to convertible debentures 62,530 360,2043
Total liabilities $ 31,195,257 $ 67,759,582

Shareholders’ Deficiency

12% Non-voting convertible redeemable preferred stock: $0.10 par value, 875,000 shares authorized:
25,357 shares issued and outstanding at June 30, 2009 and December 31, 2008: aggregate liquidation preference, $50,714 at June 30, 2008 and December 31, 2008, respectively.
2,536 2,536

Voting Convertible Redeemable Series B Preferred Stock $0.10 par value 135,000 shares authorized: 122,840 shares issued and outstanding at  June 30, 2009 and 134,480 shares issued and outstanding at  December 31, 2008
12,284 13,448
Voting Convertible Redeemable Series C Preferred Stock $0.10 par value 300,000 shares authorized:
300,000 shares issued and outstanding at June 30, 2009 and December 31,2008
30,000 30,000
Voting Series D Preferred Stock $0.001 par value 6,500,000 authorized, issued and outstanding at June 30, 2009 and December 31, 2008 6,500 6,500
Common Stock - $0.001 par value, 5,000,000,000 shares authorized;
4,646,933,130 and 245,066,337 issued and outstanding at June 30, 2009 and December 31, 2008, respectively
4,646,933 245,061
Capital contributions in excess of par:
Attributed to 12% preferred stock non-voting 22,606 22,606
Attributed to Series B Preferred Stock voting 2,867,994 3,160,013
Attributed to Series C Preferred stock voting 22,000 22,000
Attributed to Series D Preferred stock voting - -
Attributed to common stock 18,444,345 22,337,581
Deficit (56,245,529 ) (93,413,676 )
Total Shareholders’ deficiency (30,190,331 ) (67,573,931 )
Total liabilities & shareholders’ deficiency $ 1,004,926 $ 185,651

~~The Accompanying Notes are an Integral Part of the Consolidated Financial Statements~~

~~- 3 - -~~

JUNIPER GROUP, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

     THREE MONTHS
       ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,

2009                   2008
2009 2008__
Revenues:

Broadband Installation and Wireless Infrastructure Services
                                     $109,073              $213,673 $                          109,073 $                      494,493
Film Distribution Services                                             -                              7,500                                        -                         7,500

Total Revenues:
109,073                221,163                           109,073 501,993
Cost of Revenues:

Broadband Installation and Wireless Infrastructure Services                                         53,255                 325,502 57,229 571,861
Film Distribution Services                                                -                          2,500                                        -                           7,500
Total Cost of Revenues: 53,255                 328,002 57,229 579,361
                                         55,818              (106,829) 51,844                      (77,368)
Operating Expenses:
Selling, general and administrative expenses                                       325,501                  495,723 560,083 862,738
Impairment of film licenses                                            6,891                      6,890                               6,891 13,780
Interest Expense                                      108,198                    57,684 220,076 114,715
Loss on Asset Disposition                                       -                                -                                        -                                      -
Settlement Expense                                     3,000                         - 16,000                                   -
Unrealized (Gain) Loss on adjustment of Derivative and Warrant Liabilities to Fair Value                                    6,311,243              8,561,923 (38,427,556 ) 1,485,125
Amortization of Debt Discount.                                      335,605                 234,702 505,160 331,699
Total Operating Expenses                                 7,090,438              (9,463,922) (37,119,346) (2,808,057 )

Net Income  ( loss)                               (7,034,620)               (9,463,751) 37,171,190 (2,885,425)
Preferred stock dividend                                       (1,522)                       (1,521)                             (3,043)

                        (3,043)

Net Gain (Loss) available to common stockholders                               $(7,036,142)          $(9,465,272) 37,168,147 $ (2,888,468)
Weighted average number of shares outstanding                              2,626,203,801            5,655,489 1,617,691,490 8,751,933
Basic and diluted net income per common share                                            (0.003)                    (1.67) 0.023 $ (0.33)

The Accompanying Notes are an Integral Part of the Consolidated Financial Statements

~~- 4 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(UNAUDITED)~~

SIX MONTHS ENDED  JUNE 30,

2009 2008
Cash Flow from Operating Activities:
Net income $     37,168,147 $ (2,888,468)
Adjustments to reconcile net cash provided by operating activities:
Bad debt
Amortization of film licenses 6,891                         13,781
Amortization of debt discount                      505,160 331,699
Unrealized (gain) loss of derivative liabilities              (38,427,556 ) 1,485,125
Depreciation and amortization expense                          7,298 57,494
Debt Equity Conversion                                    -                                   -
Payment of compensation to employees and consultants with equity      -                                    -
Impairment of film licenses                                   -                           -
Loss (gain) on disposition of assets                                   -                                    -
Changes in other operating assets and liabilities:
Accounts receivable                     (109,073 )                         77,513
Costs in excess of billings on uncompleted projects                                    -                           6,712
Prepaid and other current assets                       (32,941 )                        64,370
Other assets                            (957)                                    -
Accounts payable and accrued expenses                      284,609                      268,634
Notes payable                                    -                                    -
Due to officers and shareholders                         85,894                       108,581
Preferred stock dividend payable                    ��      3,043                           3,043
Net cash used for operating activities $                     (509,485 ) $                     (471,516 )

Cash Flow from Investing activities:

(Purchase) of equipment and licenses (10,500 )                                   -
Payment for acquisitions net of cash acquired                                    -

Net Cash (used in) investing activities: (10,500 )                                     -

Cash Flow from Financing Activities:
Payment of borrowings                       (14,445 )                        (60,602 )
Proceeds from borrowings                      512,578                      329,888
Proceeds from borrowings from Officers and Shareholders                                    -                                    -
Repayment of Bank Overdraft                                    -                                    -

Net cash provided by financing activities:                      498,133 269,286

Net increase (decrease) in Cash and Equivalents (21,852 ) (202,230)

Cash at beginning of the period                                  7                       202,772

Cash (Overdraft) at end of the period $                        (21,845 ) $ 542
Supplemental Cash information:
Interest paid $                               429 $ 18,682
Taxes paid $                                    - $ 1,085

~~The Accompanying Notes are an Integral Part of the Consolidated Financial Statements~~

~~- 5 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~CONSOLIDATE STATEMENT OF CHANGE IN SHAREHOLDERS’ DEFICIT~~

~~(UNAUDITED)~~

December 31, 2008 Conversion of Convertible Notes Conversion of Preferred Stock to Common Stock Conversion of Current Liabilities to Common Stock Net (loss) for the three months ended March 31, 2009 June 30,    2009

PREFERRED STOCK
Convertible Non-Voting:
Par Value @ $0.10 $ 2,536 - - - - $ 2,536
Capital Contributions in Excess of Par 22,606 - - - - 22,606
Convertible Voting Series B:
Par Value @ $0.10 13,448 - (1,164) - - 12,284
Capital Contributions in Excess of Par 3,160,013 - (292,019) - - 2,867,994
Convertible Voting Series C:
Par Value @ $0.10 30,000 - - - 30,000
Capital Contributions in Excess of Par 22,000 - - - 22,000
Non-Convertible Voting Series D:
Par Value @ $0.001 6,500 - - - - 6,500
Capital Contributions in Excess of Par - - - - - -

COMMON STOCK
Par Value @ $0.001 245,061 917,433 3,144,609 339,830 - 4,646,933
Capital Contributions in Excess of Par 22,337,581                (852,280) (2,801,983) (238,973) - 18,444,345

(DEFICIT) (93,413,676) -             -             - 37,168,147 (56,245,529)

TOTAL DEFICIENCY (67,573,931) 65,153             49,443 100,857 37,168,147 (30,190,331)

- 2 - -

JUNIPER GROUP, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM 1. Financial Statements

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

- 3 - -

JUNIPER GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
	September 30,		December 31,
	2009		2008
	(Unaudited)		(Audited)
ASSETS

Current Assets
Cash	$	14,725	$	7
Accounts receivable-trade (net of allowance)		139,151		-
Prepaid expenses		55,437		24,575
Total current assets		209,313		24,582

Film licenses		109,757		123,538
Property and equipment, net		36,731		37,531
Note receivable		630,000		-
Other assets		1,035		-

Total assets	$	986,836	$	185,651

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Bank overdraft	$	23,216	$	-
Accounts payable and accrued expenses		2,125,578		1,698,601
Notes payable and capitalized leases - current portion		1,880,185		1,395,796
Preferred stock dividend payable		45,633		41,068
Due to officer		846,497		686,127
Due To shareholders & related parties		6,089		56,038
Total current liabilities		4,927,198		3,877,630

Notes payable and capitalized leases, less current portion		749,867		1,488,671
Derivative liability related to convertible debentures		18,821,934		62,033,078
Warrant liability related to convertible debentures		14,000		360,203

Total liabilities		24,512,999		67,759,582

Stockholders’ Deficit:

12% Non-voting convertible redeemable preferred stock: $0.10 par value, 875,000 shares authorized: 25,357 shares issued and outstanding at September 30, 2009 and December 31, 2008: aggregate liquidation preference, $50,714 at September 30, 2009 and December 31, 2008		2,536		2,536
Voting convertible redeemable series B preferred stock $0.10 par value 135,000 shares authorized: 116,653 shares issued and outstanding at September 30, 2009 and 134,480 shares issued and outstanding at December 31, 2008		11,665		13,448
Voting convertible redeemable series C preferred stock $0.10 par value 300,000 shares authorized: 300,000 shares issued and outstanding at September 30, 2009 and December 31,2008		30,000		30,000
Voting non-convertible series D preferred stock $0.001 par value 6,500,000 shares authorized, issued and outstanding at September 30, 2009 and December 31, 2008		6,500		6,500
Voting non-convertible series E preferred stock $0.001 par value, 100,000,000 shares authorized: 31,000,000 shares issued and outstanding at September 30, 2009		31,000		-
Common stock - $0.0001 par value, 10,000,000,000 shares authorized; 20,444,352 shares issued and outstanding at September 30, 2009 and 490,133 shares issued and outstanding at December 31, 2008		2,044		49
Additional paid-in capital:
Attributed to 12% preferred stock non-voting		22,606		22,606
Attributed to series B preferred stock voting		2,731,343		3,160,013
Attributed to series C preferred stock voting		22,000		22,000
Attributed to series D preferred stock voting		-		-
Attributed to series E preferred stock voting		-		-
Attributed to common stock		23,236,578		22,582,593
Accumulated deficit		(49,622,435)		(93,413,676	)

Total stockholders’ deficit		(23,526,163)		(67,573,931	)

Total liabilities & stockholders’ deficit	$	986,836	$	185,651

See Notes to Condensed Consolidated Financial Statements

- 4 - -

JUNIPER GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)


		Three Months Ended September 30,
		2009	2008
Revenues:
Broadband installation and wireless infrastructure services	$	102,451		$	127,120
Film licenses		-			-
Total revenues		102,451			127,120

Operating costs:
Broadband installation and wireless infrastructure services		133,817			64,596
Film licenses		-			-
Total operating costs		133,817			64,596

Gross profit (loss)		(31,366)			62,524

Costs and expenses:
Selling, general and administrative expenses		247,425			321,757
Impairment of film licenses		6,890			6,892
Total costs and expenses		254,315			328,649

Loss from operations		(285,681	)		(266,125	)

Other Income (expense):
Gain (loss) on adjustment of derivative and warrant liabilities to fair value		7,100,560			(53,248,145	)
Amortization of debt discount		(65,624	)		(182,757	)
Interest expense		(119,639	)		(95,689	)
Settlement expense		(5,000)			-
		6,910,297			(53,526,591	)

Income (loss) before provision for income taxes		6,624,616			(53,792,716)

Provision for income taxes		-			-

Net income (loss)		6,624,616			(53,792,716)

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

Net income (loss) available to common stockholders	$	6,623,095		$	(53,794,237)

Weighted average number of shares outstanding		10,466,302			112,617

Basic and diluted net income (loss) per common share	$	0.63		$	(477.67)

See Notes to Condensed Consolidated Financial Statements

- 5 - -

JUNIPER GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SPETEMBER 30 2009 AND 2008 (UNAUDITED)

	Nine Months Ended September 30,
	2009							2008
Revenues:
Broadband installation and wireless infrastructure services	$	211,524			$	621,613
Film licenses		-				7,500
Total revenues		211,524				629,113

Operating costs:
Broadband installation and wireless infrastructure services		191,046				641,457
Film licenses		-				2,500
Total operating costs		191,046				643,957

Gross profit (loss)		20,478				(14,844	)

Costs and expenses:
Selling, general and administrative expenses		807,509				1,184,495
Impairment of film licenses		13,781				20,672
Total costs and expenses		821,290				1,205,167

Loss from operations		(800,812		)		(1,220,011	)

Other Income (expense):
Gain (loss) gain on adjustment of derivative and warrant liabilities to fair value		45,528,116				(54,733,270	)
Amortization of debt discount		(570,784		)		(514,456	)
Interest expense		(339,715		)		(210,404	)
Settlement expense		(21,000		)		-
		44,596,617				(55,458,130	)

Income (loss) before provision for income taxes		43,795,805				(56,678,141	)

Provision for income taxes		-				-

Net income (loss)		43,795,805				(56,678,141	)

Preferred stock dividend		(4,564	)			(4,564	)

Net income (loss) available to common stockholders	$	43,791,241			$	(56,682,705	)

Weighted average number of shares outstanding		5,672,176				44,890

Basic and diluted net income (loss) per common share	$	7.72			$	(1,262.71	)

See Notes to Condensed Consolidated Financial Statements

- 6 - -

JUNIPER GROUP, INC.

AND ~~SUBSIDIARY COMPANIES~~SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2009			2008
OPERATING ACTIVITIES:
Net income (loss)	$	43,791,241		$	(56,682,705	)
Adjustments to reconcile net cash provided by operating activities:
Unrealized (gain) loss of derivative liabilities		(45,528,116	)		54,733,270
Amortization of debt discount		570,784			514,456
Depreciation and amortization expense		9,346			86,754
Impairment of film licenses		13,781			20,672
Changes in operating assets and liabilities:
Accounts receivable		(139,151	)		117,464
Costs in excess of billings on unpaid projects		-			6,712
Prepaid and other current assets		(30,862	)		52,450
Other Assets		(1,035	)		-
Accounts payable and accrued expenses		614,772			658,931
Due to officers and shareholders		160,370			267,657
Preferred stock dividend payable		4,565			4,564
Net cash used in operating activities		(534,305	)		(219,775 (2	)

INVESTING ACTIVITIES:
Purchase of equipment and licenses		(8,546	)		(6,565)
Net cash used for investing activities:		(8,546	)		(6,565)

FINANCING ACTIVITIES:
Repayment of borrowings		(138,187	)		(65,313)
Proceeds from borrowings		722,489			474,888
Repayments to officers and shareholders		(49,949)			-
Proceeds from bank borrowings		23,216			-
Repayment of bank overdraft		-			(108,613)
Net cash provided by financing activities:		557,569			300,962

Net increase in cash and equivalents		14,718			74,622
Cash at beginning of the period		7			-
Cash at end of the period	$	14,725		$	74,622
Supplemental Cash information:
Interest paid	$	201		$	22,326
Taxes paid	$	429		$	1,085

See Notes to Condensed Consolidated Financial Statements

- 7 - -

JUNIPER GROUP, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	December 31, 2008	Conversion of Convertible Notes	Conversion of Preferred Stock to Common Stock	Conversion of Current Liabilities to Preferred Stock	Conversion of Current Liabilities to Common Stock	Net income (loss) for the nine months ended September 30, 2009	September 30, 2009

Preferred stock:
Convertible non-voting:
Par value @ $0.10	$ 2,536	-	-	-	-	-	$ 2,536
Capital contributions in excess of par	22,606	-	-	-	-	-	22,606
Convertible voting series B:
Par value @ $0.10	13,448	-	(1,783)	-	-	-	11,665
Capital contributions in excess of par	3,160,013	-	(428,670)	-	-	-	2,731,343
Convertible voting series C:
Par value @ $0.10	30,000	-	-	-	-	-	30,000
Capital contributions in excess of par	22,000	-	-	-	-	-	22,000
Non-convertible voting series D:
Par value @ $0.001	6,500	-	-	-	-	-	6,500
Non-convertible voting series E:
Par value @ $0.001	-	-	-	31,000	-	-	31,000
Common stock:
Par value @ $0.0001	49	264	1,663	-	68	-	2,044
Capital contributions in excess of par	22,582,593	74,960	478,236	-	100,789	-	23,236,578

Accumulated (deficit)	(93,413,676)	-	-	-	-	43,791,241	(49,622,435)

Total stockholders’ deficit	$(67,573,931)	75,224	49,446	31,000	100,857	43,791,241	$(23,526,163)

See Notes to Condensed Consolidated Financial Statements

- 8 - -

JUNIPER GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements for Juniper Group, Inc. and Subsidiaries (“Juniper” or “the Company”) have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company’s most recent annual consolidated financial statements and notes thereto included in its December 31, 2008 Annual Report on Form 10-K. Operating results for the three and nine months ended September 30, 2009 are not indicative of the results that may be expected for the year ending December 31, 2009.

~~NOTE1.~~NOTE 2 - Summary of Significant Accounting Policies

~~Basis~~Accounting Standards Codification. In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance now codified under Accounting Standards Codification (“ASC”) Topic 105-10, which establishes the FASB Accounting Standards Codification (the “Codification”) as the source of ~~Presentation~~

~~The interim~~authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements ~~included herein have been prepared without audit, pursuant to the~~in conformity with GAAP. ASC Topic 105-10 explicitly recognizes rules and ~~regulations~~interpretive releases of the SEC under federal securities laws as authoritative GAAP for Securities and Exchange Commission ~~("SEC"~~(“SEC”)~~. Certain information~~ registrants. Upon adoption of this guidance under ASC Topic 105-10, the Codification superseded all then-existing non-SEC accounting and ~~footnote disclosures, normally~~reporting standards. All other non-grandfathered non-SEC accounting literature not included in the financial statements prepared in accordance with generally accepted accounting principles, have either been condensed or omitted pursuant to SEC rules and regulations; nevertheless, management of Juniper Group, Inc. (which together with its subsidiaries shall be referred to herein asCodification became non-authoritative. The guidance under ASC Topic 105-10 became effective for the "Company") believes that the disclosures herein are adequate to make the information presented not misleading. The financial statements and notes should be read in conjunction with the audited financial statements and notes theretoCompany as of ~~December 31, 2008, included in the Company's Form 10-K filed with the SEC.~~

~~In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary~~September 30, 2009. References made to ~~present fairly the consolidated financial position, results of operations, and cash flow for the periods presented of the Company with respect~~authoritative FASB guidance throughout this document have been updated to the ~~interim financial statements have been made. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.~~

~~Stock Split~~

On July 18, 2008, the company’s shareholders approved a reverse stock split of the Company’s common stock, up to a one-for-two hundred ratio. Accordingly, on June 20, 2008 the Board of Directors authorized a one-for-two hundred reverse split that took effect on July 18, 2008. Unless stated otherwise, all amounts from prior periods have been restated after giving effect to the reverse stock split.

~~Description of Business~~

Juniper Group, Inc. is a corporation incorporated in the State of Nevada in 1997. The Company’s business is composed of two segments: (1) broadband installation and wireless infrastructure constructions and (2) film distribution services. Both of these services are operated through two indirect wholly owned subsidiaries of the Company, which are subsidiaries of Juniper Entertainment, Inc. our wholly owned subsidiary. All of our operations are run out of the Company’s wholly-owned subsidiary. Unless the context otherwise requires, references to “we”, “us”, “our” and “the Company” refer to the Company and its consolidated subsidiary.applicable Codification section.

~~Broadband Installation and Wireless Infrastructure Services~~Consolidation. :

The Company’s broadband installation and wireless infrastructure operations are conducted through one wholly owned subsidiary of Juniper Entertainment, Inc. The Company’s broadband installation and wireless infrastructure operations consist of wireless and cable broadband installation services on a regional basis by providing broadband connectivity services for wireless and cable service providers and over 98% of our revenues are derived from these operations.

On March 16, 2006, Juniper Services, Inc. (“Services”) completed the acquisition of all outstanding shares of New Wave Communication, Inc. (New Wave), making it a wholly owned subsidiary of Services. New Wave was a wireless communications contractor in the Mid-West, specializing in tower erection, extension, modifications and maintenance, as well as cellular, wireless broadband and microwave systems installation. On November 7, 2008, New Wave, filed for bankruptcy and ceased operations. The petition was voluntary dismissed at the request of New Wave Communications, Inc. on March 6, 2009.

In January, 2009, we formed Tower West Communications, Inc. (“Tower West”), a wholly owned subsidiary of Services. Tower West currently operates on the East Coast by subcontracting its contracts to local contractors. As a result, it is capable of sustained work anywhere within the United States. . Our current client roster includes Communication Construction Group supporting Verizon on the FTTP Path Creation (FIOS) project, American Tower, Maxton Technology, BCI Communications, Inc. and SAI . Tower West has added a new dimension to the fundamentals of Services and will allow Services to leverage its customer base in creating a wider market space for its base business.

Services’ direction is to support the increased demand in the deployment and maintenance of wireless/tower system services with leading telecommunication companies in providing them with site surveys, tower construction and antenna installation to tower system integration, hardware and software installations.

~~- 7 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Film Distribution:~~

The Company’s film distribution operations are conducted through one wholly owned subsidiary of Juniper Entertainment, Inc. The Company’s film distribution operations consist of acquiring motion picture rights from independent producers and distributing these rights to domestic and international territories on behalf of the producers to various medias (i.e. DVD, satellite, pay television and broadcast television) and less than 1% of our revenues are derived from these operations.

~~Principles of Consolidation~~

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

Use of ~~Estimates in the Preparation of Financial Statements~~

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

The Company establishes reserves against receivables by customers whenever it is determined that there may be corporate or market issues that could eventually affect the stability or financial status of these customers or their payments to the Company

Revenue and Cost ~~Recognition~~

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

The Company follows the guidance in the ~~Securities and Exchange Commission’s Staff Accounting Bulletin no.101, "revenue recognition”(“SAB 101”).~~ASC 605-25 in recognizing income. Revenue is recognized when all of the following conditions exist: persuasive evidence of an arrangement exists; services have been rendered or delivery occurred; the price is fixed or determinable; and collectability is reasonably assured. The actual costs required to complete a project and, therefore, the profit eventually realized,

- 9 - -

could differ materially in the near term. Costs in excess of billings on uncompleted contracts are shown as a current asset. Anticipated losses on contracts, if any, are recognized when they become evident.

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

Accounts ~~Receivable~~

Receivable. Accounts receivable is stated at the amount billable to customers. The Company provides allowances for doubtful accounts, which are based upon a review of outstanding receivables, historical performance and existing economic conditions. Accounts receivable are ordinarily due 30 to 60 days after issuance of the invoice. The Company establishes reserves against receivables by customers whenever it is determined that there may be corporate or market issues that could eventually affect the stability or financial status of these customers or their payments to the Company. ~~At June 30, 2009, because~~Due to the commencement of ~~the start-up~~operations of Tower West Communications (“Tower West”) and The Ryan Pierce Group, Inc. (“Ryan Pierce”) in earnest in the third quarter of 2009, there were limited accounts receivable ~~balances. Tower West’s billing commenced in the second quarter of~~balances at September 30, 2009. The Company’s policy is not to accrue interest on past due trade receivable.

Unbilled receivables represent revenue on uncompleted infrastructure construction and installation contracts that are not yet billed or billable, pursuant to contract terms.

Concentration of Credit ~~Risk~~

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

~~- 8 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Property and ~~Equipment~~

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

Financial ~~Instruments~~

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

~~Statement of Financial Standards No. 133, “Accounting for Operative Instruments and Hedge Activities”, (SFAS No. 133)~~ASC 815-10 requires that due to indeterminable number of shares which might be issued the imbedded convertible host debt feature of the Callable Secured Convertible Notes, the Company is required to record a liability relating to both the detachable warrants and embedded convertible feature of the notes payable (included in the liabilities as a “derivative liability”) and to all other warrants issued and outstanding as of December 28, 2005, except those issued to employees. The result of adjusting these derivative liabilities to market generated an unrealized gain of approximately ~~$38.4 million.~~$45.5 million for the nine months ended September 30, 2009 and an unrealized loss of $54.7 million for the nine months ended September 30, 2008.

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

- 10 - -

Intangible assets at September 30, 2009 predominantly consist of film licenses. Intangible assets with indefinite lives are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their useful lives. The fair value of the subsidiaries for which the Company has recorded goodwill is tested for impairment after each third quarter. Pursuant to the valuation, and in management's judgment, the carrying amount of goodwill reflects the amount the Company would reasonably expect to pay an unrelated party.

The Company evaluates the recoverability of its long lived assets in accordance with ASC 360, “Accounting for Impairment or Disposal of Long-Lived Assets,” which generally requires the Company to assess these assets for recoverability whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the estimated non-discounted future cash flows expected to result from the use of the asset. If such assets are considered to be impaired, the impairment recognized is measured by comparing projected individual segment discounted cash flow to the asset segment carrying values. The estimation of fair value is in accordance with ASC 926-10 “Accounting by Producers and Distributors of Film” (“ASC 926-10”). Actual results may differ from estimates and as a result the estimation of fair values may be adjusted in the future.

Stock-Based Compensation. In February 2007, the Financial Accounting Standards Board (“FASB”) ASC 825-10 which provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We have adopted this process. There was no compensation expense for stock options calculated in 2009 and 2008.

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

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

Net Income (loss) per Common Share. The provisions of ASC 260-10 "Earnings per Share," which requires the presentation of both net income (loss) per common share and net income (loss) per common share-assuming dilution preclude the inclusion of any potential common shares in the computation of any diluted per-share amounts when a loss from continuing operations exists. Accordingly, for both 2009 and 2008, net income (loss) per common share and net income (loss) per common share-assuming dilution are equal.

Net income (loss) per common share for the three months ended September 30, 2009 and 2008 has been computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding throughout the quarter of 10,466,302 and 112,617, respectively.

Net income (loss) per common share for the nine months ended September 30, 2009 and 2008 has been computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding throughout the quarter of 5,672,176 and 44,890, respectively.

- 11 - -

All of the weighted average number of common shares outstanding have been adjusted to reflect the one-for-two hundred reverse stock split on July 18, 2008 and the one-for-five hundred reverse stock split on August 27, 2009.

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

Reclassifications. Certain amounts in the 2008 consolidated financial statements were reclassified to conform to the 2009 presentation.

New Accounting Pronouncements. In May 2008, the FASB issued ASC 470, which applies to convertible debt that includes a cash conversion feature. Under FSP APB 14-1, the liability and equity components of convertible debt instruments within the scope of this pronouncement shall be separately accounted for in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of the adoption of FSP APB 14-1 on the its consolidated financial statements.

In June 2008, the FASB ratified ASC 815 which provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. ASC 815 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact, if any, on its consolidated financial statements.

In November 2008, the FASB ratified ASC 323 which clarifies the accounting for certain transactions and impairment considerations involving equity method investments. ASC 323 is effective for fiscal years ended after December 15, 2008. The Company is currently assessing the impact of the adoption of ASC 323 on its consolidated financial statements.

Film Licenses. Film costs are stated at the lower of estimated net realizable value determined on an individual film basis, or cost, net of amortization. Film costs represent the acquisition of film rights for cash and guaranteed minimum payments (See Note 5).

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

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

- 12 - -

The Company is currently directing all its resources and efforts toward building the Company's ~~Infrastructure~~infrastructure construction services. Due to the limited availability of capital, personnel and resources, the volume of film sales activity has been significantly diminished.

~~Amortization of Intangibles~~

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

Intangible assets at June 30, 2009 predominantly consist of film licenses. Intangible assets with indefinite lives are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their useful lives. The fair value of the subsidiaries for which the

~~- 9 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Company has recorded goodwill is tested for impairment after each third quarter. Pursuant to the valuation, and in management's judgment, the carrying amount of goodwill reflects the amount the Company would reasonably expect to pay an unrelated party.

~~The Company evaluates the recoverability of its long lived assets~~accompanying condensed consolidated financial statements, in accordance with ~~Statement of Financial Accounting Standards~~FASB ASC No. ~~144, “Accounting for Impairment or Disposal of Long-Lived Assets,” which generally requires~~855, the Company ~~to assess these assets for recoverability whenever~~has reviewed events ~~or changes in circumstance indicate~~ that have occurred after September 30, 2009, through the ~~carrying amount~~date of ~~such assets may not be recoverable. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount~~issuance of the ~~asset to~~financial statements on November 16, 2009. During this period the estimated non-discounted future cash flows expected to result from the use of the asset. If such assets are considered to be impaired, the impairment recognized is measured by comparing projected individual segment discounted cash flow to the asset segment carrying values. The estimation of fair value is in accordance with AICPA Statement of Position 00-2, Accounting by Producers and Distributors of Film. Actual results may differ from estimates and as a result the estimation of fair values may be adjusted in the future.

~~Recognition of Revenue~~Company did not have any material subsequent events that have not been disclosed herein.

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

For the broadband installation and wireless infrastructure services segment, revenue is reduced for estimated future chargebacks. These estimates are based upon historical return experience and projections of customer acceptance of services.

The cost of operations for the broadband installation services segment is reflected in the statement of operations as incurred. Accordingly, if these costs are greater than the revenue received from fixed price contracts the Company will reflect a loss under these contracts.

~~Operating Costs~~

Operating costs include costs directly associated with earning revenue and include, among other expenses, salary or fees and travel expenses of the individuals performing the services, and sales commissions. Additionally, for film licensing agreements, operating costs include producers' royalties and film amortization using the film forecast method is included in operating costs.

~~Stock-Based Compensation~~

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Options for Financial Assets and Financial Liabilities” (“SFAS”). SFAS 159 provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal year beginning after November 15, 2007. We have adopted this process. However, there was no compensation expense for stock options calculated in 2009 and 2008.

~~Derivative Instruments~~

Effective December 28, 2005, the Company adopted SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133," collectively referred to as SFAS No. 133. SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income.

~~Income Taxes~~

The Company provides for income taxes in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes". SFAS 109 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities.

~~- 10 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Net Income per Common Share~~

The provisions of SFAS No. 128 "Earnings per Share," which requires the presentation of both net income per common share and net income per common share-assuming dilution preclude the inclusion of any potential common shares in the computation of any diluted per-share amounts when a loss from continuing operations exists. Accordingly, for both 2009 and 2008, net income per common share and net income per common share-assuming dilution are equal.

~~Warrants Issued With Convertible Debt~~

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

~~Reclassifications~~

~~Certain amounts in the 2008 financial statements were reclassified to conform to the 2009 presentation.~~

~~New Accounting Pronouncements~~

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133: and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. Management is currently evaluating the effect of this pronouncement on financial statements.

On May 8, 2008, FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The Company is currently assessing the impact of SFAS No. 162 on its financial position and results of operations.

In May 2008, FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts.” SFAS No. 163 clarifies how SFAS No. 60, “Accounting and Reporting by Insurance Enterprises,” applies to financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163.

~~In May 2008, the FASB issued FASB Staff Position APB No. 14-1,~~ ~~Accounting for Convertible Debt Instruments that May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)~~ (“FSP APB 14-1”), which applies to convertible debt that includes a cash conversion feature. Under FSP APB 14-1, the liability and equity components of convertible debt instruments within the scope of this pronouncement shall be separately accounted for in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of the adoption of FSP APB 14-1 on the Company’s financial position or results of operations.

~~In June 2008, the FASB ratified EITF Issue No. 07-5,~~ ~~Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock~~ ~~(“EITF 07-5”). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an~~

~~- 11 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact, if any, on its consolidated financial position and results of operations.

~~In November 2008, the FASB ratified EITF Issue No. 08-6 “Equity Method Investment Accounting Considerations”~~ (“EITF 08-6”). EITF 08-6 clarifies the accounting for certain transactions and impairment considerations involving equity method investments. EITF 08-6 is effective for fiscal years ended after December 15, 2008. The Company is currently assessing the impact of the adoption of EITF 08-6 on the Company’s financial position or results of operations.

NOTE 2-3 - Prepaid Expenses

At ~~June~~September 30, 2009 and December 31, 2008, prepaid expenses and other current assets consisted primarily of prepaid insurance and legal expenses of approximately ~~$58,000~~$55,000 and ~~$25,000.~~$25,000, respectively.

NOTE 34 - Property and Equipment

Depreciation expense for the ~~three~~nine months ended ~~June~~September 30, 2009 and ~~the year ending December 31,~~ 2008 was ~~approximately $7,300~~$9,346 and ~~$114, 500,~~$86,754, respectively. At ~~June~~September 30, 2009 and December 31, 2008, property and equipment consisted of the following:

	2009			2008			September 30, 2009			December 31, 2008
Vehicles	$	62,266		$	51,766		$	57,266		$	51,766
Equipment		23,669			383,531			26,808			74,329
Website Costs		10,310			217,593			10,310			11,768
Leasehold improvements		21,587			53,296			23,337			53,296
Furniture and fixtures		26939			26,939			24,725			26,939
Total property and equipment		144,771			733,125			142,446			218,098
Accumulated depreciation		(104,038	)		(695,594	)		(105,715	)		(180,567	)
Property and equipment, net	$	40,733		$	37,531		$	36,731		$	37,531

NOTE 45 - Film Licenses

The Company evaluates the recoverability of its long lived assets in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” which generally requires the Company to assess these assets for recoverability whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the estimated non-discounted future cash flows expected to result from the use of the asset. If such assets are considered to be impaired, the impairment recognized is measured by comparing projected individual segment discounted cash flow to the asset segment carrying values. The estimation of fair value is in accordance with AICPA Statement of Position 00-2, Accounting by Producers and Distributors of Film. Actual results may differ from estimates and as a result the estimation of fair values may be adjusted in the future.

The Company has historically been engaged in acquiring film rights from independent producers and distributing these rights to domestic and international territories on behalf of the producers to various media (i.e. DVD, satellite, home video, pay-per view, pay television, television, and independent syndicated television stations). For the past several years, we have reduced our efforts in the distribution of film licenses primarily because of the resources required to continue in today's global markets and deal with issues such as electronic media and piracy. At the end of each year, 2007 and 2006, we evaluated our film library, taking into account the revenue generated over the past several years, the resources available to us to continue to pursue opportunities in this area and the resources necessary to maintain our rights against international piracy ~~and copyright infringement. The Company took a charge of approximately $28,000 in 2008.~~ While we have not discontinued this line of business and will engage in the

~~- 12 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

sale or exploitation of film licenses if and when opportunities are available, we will at this time not aggressively devote the resources of the Company in this area.

- 13 - -

Based upon the Company's estimated net present value of future revenue as of December 31, 2008, the following shows the anticipated film forecast revenue.

# of Films	Expiration of Film License & Book Value		Film Forecast Revenue	%

11	2009		650	0.7
2	2010		375	0.4
16	2011		12,525	13.6
13	2013		20,125	21.8
21	2014		44,375	48.2
13	2017		11,125	12.1
5	2019		2,925	3.2
81		$	92,100	100.00

NOTE 5-6 - Notes Payable and Capitalized Leases

The following is a summary of the notes payable and capitalized leases on the balance sheet at ~~June~~September 30, 2009 and December 31, 2008.

Description	June 30, 2009		December 31, 2008		September 30, 2009		December 31, 2008
Various notes due currently with various interest rates	$	57,483	$	105,000	$	128,500	$	105,000
Convertible notes due currently to related parties with interest at various interest rates		1,278,265		882,224
Convertible Notes due to various parties at various interest rates and maturities (net of debt discount of $1,116,773 at September 30, 2009)						212,937		882,224
Note Payable, Bank		321,907		321,907		321,907		321,907
Note Due 2010		79,445		115,556		57,778		115,556
8% Callable Secured Convertible Notes maturing 2011 (net of discount of $(777,266)		2,649,854		1,459,780
Callable Secured Convertible Notes maturing 2011 (net of discount of $1,564,948 at September 30, 2009)						1,908,930		1,459,780
		4,386,954		2,884,467		2,630,052		2,884,467
Less current portion		1,133,779		1,395,796		1,880,185		1,395,796
Long term portion	$	3,253,175	$	1,488,671	$	749,867	$	1,488,671

The Company ~~had~~entered into numerous Securities Purchase Agreements with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively referred to hereinafter as “NIR Group”) starting in December 28, 2005, with the last financing for $50,000 occurring on March 11, 2009. Various Callable Secured Notes (the “Callable Notes”) initially bore interest at a ~~bank line~~rate of ~~credit~~8% with the right to convert into shares of ~~approximately $300,250 which~~common stock at a discount of 65% based upon the average of the three lowest intraday trading prices for the common stock for the 20 trading days before, but not including, the conversion date. As a result of various adjustments and receipt of additional financing from NIR Group, the interest rate on all of the Callable Notes was adjusted to 12% and/or 15%. Furthermore, the discount conversion rate was increased from 65% to 72% on a majority of the Callable Notes. In connection with the Callable Notes, NIR Group also received warrants to purchase a total of 500,300 shares of common stock of the Company. The warrants have various exercise prices and expire on dates through December 2015 (see footnote 6). On January 31, 2008 and November 10, 2008 the NIR Group agreed to convert an aggregate of $338,642 of accrued interest into Callable Notes. The total principal outstanding relating to all of the NIR Groups’ Callable Notes at September 30, 2009 was $2,491,345.

- 14 - -

In addition, the conversion price of the Callable Notes and the exercise price of the warrants will be adjusted in the event that we issue common stock at a price below the fixed conversion price, below market price, with the exception of any securities issued in connection with the Securities Purchase Agreement. The conversion price of the Callable Notes and the exercise price of the warrants may be adjusted in certain circumstances such as if we pay a stock dividend, subdivide or combine outstanding shares of common stock into a greater or lesser number of shares, or take such other actions as would otherwise result in dilution of the selling stockholder's position. The selling stockholders have contractually agreed to restrict their ability to convert or exercise their warrants and receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion or exercise does not include an outstanding interest balance of approximately $21,700, of which all was used at November 11, 2008, the date of New Wave’s bankruptcy filing, at an interest rate of 7.75% with a maturity on June 6, 2008. The obligation to the bank was not repaid and remains payable following the dismissalexceed 4.99% of the ~~New Wave bankruptcy.~~then issued and outstanding shares of common stock. In addition, NIR Group may have a security interest in substantially all of our assets and registration rights.

On May 1, 2007, the Company settled a lawsuit against a former consultant for $310,000 including a Note Payable due 2010 with payments of approximately $7,200 due monthly. As of September 30, 2009 the outstanding balance was $57,778.

On May 11, 2009 the Company entered into a financing agreement ~~for~~with JMJ Financial (“JMJ”). The Company issued a Convertible Promissory Note to JMJ in the amount of $825,000 ~~in exchange for the delivery to the Company~~with an interest rate of 13.2% and JMJ issued a Secured & Collateralized Promissory Note to the Company in the amount of ~~$750,000. The Company has received $70,000 toward satisfaction~~$750,000 with an interest rate of ~~this note as of June 30, 2009.~~

~~- 13 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~The Convertible Promissory Note matures~~12%. Both notes mature three years from the effective ~~date and bears~~date. The interest on both notes was incurred as a one time ~~interest~~charge on the effective date of the notes and is equal to ~~12% and~~$99,000 on each note. The Company has received $120,000 toward satisfaction of the ~~obligation~~Secured & Collateralized Promissory Note from JMJ as of September 30, 2009. The Convertible Promissory Note is convertible into the voting common stock of the Company at a conversion ~~rate~~price based on 70% of the lowest trade price in the 20 trading days ~~previous~~prior to the conversion. Any conversions by ~~the Holder of this note is~~JMJ are limited to the ~~Holder~~JMJ remaining under 4.99% ownership of the outstanding voting common stock of the Company. ByPursuant to the terms of ~~this~~the note, ~~prepayment~~the Company is not permitted to prepay the note unless approved by ~~the lender.~~JMJ

On August 20, 2009, the Company entered into a $50,000 convertible note with Redwood Management LLC (“Redwood”). The ~~Secured & Collateralized Promissory~~note bears interest at 10% and is convertible into common stock at an exercise price equal to 40% of the lowest closing bid price for the 10 trading days prior to conversion. Pursuant to the terms of the note, The Company may prepay the note in whole or in part at 125% of the amount to be prepaid. The Redwood note is classified as a Callable Note in the accompanying condensed consolidated balance sheet.

During 2009, the Company converted approximately $296,000 of loans and advances received from various parties into Convertible Notes. The Convertible Notes mature three years from the effective date ~~and bears a one time interest charge of 13.2% and is secured by securities in the amount of $750,000.~~

As of June 30, 2009 the Company entered into finance agreements for the sale of approximately $220,000 principal amount of Convertible Debentures. Additionally loans and advances of approximately $174,000 from other related parties were converted into Convertible Debentures. The Convertible Debentures mature three years from effective date a bear andwith an interest rate of 14%.

On December 28, 2005, we entered into a financing arrangement involving the sale of an aggregate of $1,000,000 principal amount of callable secured convertible notes and stock purchase warrants buying 1,000,000 shares of our common stock. On December 28, 2005 we closed on $500,000 of principal and 500,000 of stock purchase warrants. The balance of the financing was closed on May 18, 2007. On March 14, 2006, we entered into a financing arrangement involving the sale of an additional $300,000 principal amount of callable secured convertible notes and stock purchase warrants to buy 7,000,000 shares of our

common stock, and on September 13, 2007, we entered into a financing arrangement involving the sale of an additional $600,000 principal amount of callable secured convertible notes and stock purchase warrants to buy 20,000,000 shares of our common stock. As part of the September 2007 financing, our Chief Executive Officer was required to personally guarantee the notes and the discount rate on the market value of our stock used for conversion calculations was reduced from 50% to 32%. The callable secured convertible notes are due and payable, with 8% interest, unless sooner converted into shares of our common stock. On December 26, 2007, we entered into a financing arrangement involving the sale of an additional $100,000 principal amount of callable secured convertible notes and stock purchase warrants buying 1,000,000 shares of our common stock. In addition, any event of default such as our failure to repay the principal or interest when due, our failure to issue shares of common stock upon conversion by the holder, our failure to timely file a registration statement or have such registration statement declared effective, breach of any covenant, representation or warranty in the Securities Purchase Agreement. The registration statement was declared effective on May 11, 2007. The conversion price of the notes is dependent on the publicly traded market price of the Company’s common stock. As such, the conversion price may change as the market value of the Company’s commons stock rises and falls. While we anticipate that the full amount of the callable secured convertible notes will be converted into shares of our common stock, in accordance with the terms of the callable secured convertible notes, the full conversion of these notes is dependent on the amount of the Company’s authorized commons stock. If the Company does not have sufficient authorized commons shares available to meet the conversion request, it may need to increase its authorized shares. As of June 30, 2009, the Company’s authorized common shares would be insufficient to meet a request to convert all of the notes at current market prices. If we are required to repay the callable secured convertible notes, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the notes when required, the note holders could commence legal action against us and foreclose on all of our assets to recover the amounts due. Any such action would require us to curtail or cease operations.

On January 31, 2008, the Company entered into a Securities Purchase Agreement with the holders of its Callable Secured Convertible Notes, whereby $147,542 of accrued interest payable as of November 30, 2007 was converted into the same amount of Callable Secured Convertible Notes on terms similar to those above.

On March 14, 2008, we entered into a financing agreement involving the sale of an additional $50,000 principal amount of callable Secured Notes and stock purchase warrants buying 500,000 shares of our common stock.

On June 20, 2008, we entered into a financing agreement involving the sale of an additional $50,000 principal amount of callable Secured Notes and stock purchase warrants buying 500,000 shares of our common stock.

On July 29, 2008, we entered into a financing agreement involving the sale of an additional $75,000 principal amount of callable Secured Notes and stock purchase warrants to buy 35,000,000 shares of our common stock, and the interest rate on all of the Callable Secured Notes increased to 12%.

~~- 14 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

On September 24, 2008, we entered into a financing agreement involving the sale of an additional $70,000 principal amount of callable Secured Notes and stock purchase warrants buying 50,000,000 shares of our common stock.

On November 5, 2008, we entered into a financing agreement involving the sale of an additional $61,000 principal amount of callable Secured Notes and stock purchase warrants to buy 25.000,000 shares of our common stock, and the interest rate on all the Callable Secured Notes increased to 15% and the discount rate on the market value of our stock used for conversion calculations was reduced from 35% to 28%.

On November 10, 2008, the Company entered into a Securities Purchase Agreement with the holders of its Callable Secured Convertible Notes, whereby approximately $191,100 of accrued interest payable as of that date was converted into the same amount of Callable Secured Convertible Notes on terms similar to those above.

~~On December 3, 2008, we entered into a financing agreement involving the sale of stock purchase warrants to buy 90,000,000 shares of our common stock.~~

On December 5, 2008, we entered into a financing agreement involving the sale of an additional $75,000 principal amount of callable Secured Notes and stock purchase warrants buying 50.000,000 shares of our common stock.

~~On March 11, 2009, we entered into a financing agreement involving the sale of an additional $50,000 principal amount of callable Secured Notes.~~

On June 30, 2009 the Holders of the above described callable secured convertible notes sent a notice of default to the Company, claiming that they had a right to declare a default. The Company disputes it is in default and no default has been declared by the holders since the June 30, 2009 letter. The Company has not reclassified any of the liabilities in question. Discussions have been ongoing with the Holders, and action has been taken to increase the number of common shares available to the Company to meet the requirements of the holders for additional common stock of the Company.

The conversion price of the notes is dependent on the publicly traded market price of the Company’s common stock. As such, the conversion price may change as the market value of the Company’s common stock rises and falls. While we anticipate that the full amount of the callable secured convertible notes will be converted into shares of our common stock, in accordance with the terms of the callable secured convertible notes, the full conversion of these notes is dependent on the amount of the Company’s authorized commons stock. The Company has filed an Information Statement on July 13, 2009, pursuant to section 14 (c) of the Securities Exchange Act of 1934, as amended, to increase the authorized common shares from 5 billion to 10 billion, a reverse stock split (the “Stock Split”) of the issued and outstanding shares of common stock on a basis of up to 1 for 500, and a decrease in the par value of the common stock from $.001 to $.0001 (the “Par Value Change”).

If we are required to repay the callable secured convertible notes, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the notes when required, the note holders could commence legal action against us and foreclose on all of our assets to recover the amounts due. Any such action would require us to curtail or cease operations. per annum.

Due to the indeterminate number of shares of common stock which ~~might~~may be issued under the ~~embedded convertible host debt~~ conversion feature of ~~these callable secured convertible notes,~~the Callable Notes, the Company is required to record a liability relating to both the detachable warrants and the embedded convertible feature of the ~~callable secured convertible notes payable (included~~Callable Notes. This liability is included in the ~~liabilities~~accompanying condensed consolidated balance sheet as ~~a “derivative liability”).~~derivative liability.

The accompanying condensed consolidated financial statements comply with current requirements relating to warrants and embedded derivatives as described in ~~FAS 133~~ASC 815 as follows:

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

Subsequent to the initial recording, the change in the fair value of the detachable warrants, determined under the Black-Scholes option pricing formula and the change in the fair value of the embedded derivative (utilizing the Black-Scholes

option pricing formula)in the conversion feature of the convertible debentures are recorded as adjustments to the liabilities as of each balance sheet date with a corresponding change in ~~Loss~~gain or loss on adjustment of the derivative and warrant liability to fair value.

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

NOTE 67 - ~~Shareholders' Deficiency~~Preferred Stock

~~Net income per common share for~~Convertible Preferred Stock. The Articles of Incorporation of the ~~quarters ended June 30, 2009 and 2008 has been computed by dividing net income (loss), after~~Company authorized the issuance of 375,000 shares of 12% non-voting convertible redeemable preferred stock ~~dividend requirements~~at $0.10 par value per share and up to 500,000 shares of ~~$1,521~~“blank check” preferred stock, from time to time in ~~both quarters,~~one or more series. Such shares upon issuance will be subject to the limitations contained in the Articles of Incorporation and any limitations prescribed by law to establish and designate any such series and to fix the number of shares and the relative rights, voting rights and terms of redemption and liquidation preferences. In 2006, the total Preferred Shares authorized was increased to 10 million shares. On April 24, 2008, the Company increased its total authorized Preferred Shares from 10 million shares to 500 million shares. All Preferred Stock authorized by the weighted average number of common shares outstanding throughout the quarter of 2,626,203,801 and 5,655,489, respectively, after giving effect to a one for two hundred reverse stock split on July 18, 2008.

Net income per common share for the six months ended June 30, 2009 and 2008 has been computed by dividing net income (loss), after preferred stock dividend requirements of $3,043 in both periods, by the weighted average number of common shares outstanding throughout the quarter of 1,617,691,490 and 8,51,933, respectively, after giving effect to a one for two hundred reverse stock split on July 18, 2008.Company was created from this “blank check” pool.

~~Stock-Based Compensation~~

Financial Accounting Statement No. 123 "Accounting for Stock Based Compensation" (FAS 123), which the Company adopted on December 15, 2005, prescribes the recognition of compensation expense based on the fair value of options on the grant date, allows companies to continue applying APB 25 if certain pro forma disclosures are made assuming hypothetical fair value method application.

~~Options Granted~~

~~A summary of option transactions for the period from December 31, 2008 to June 30, 2009, after giving effect to a one for two hundred reverse stock split on July 18, 2008, follows:~~

Options Weighted average option price
Outstanding at December 31, 2008          4,375 $ 46.00
Granted - -
Exercised - -
Returned/Expired -
Outstanding at December 31, 2008         4,375 $ 46.00
Granted - -
Exercised - -
Returned/Expired       (4,375) (1) -
Outstanding at June 30, 2009 - $

~~(1)~~

~~These options expired in the first quarter of 2009~~

~~Convertible Preferred Stock~~

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

~~- 15 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

12% Convertible Non-Voting Preferred ~~Stock~~

Stock.The Company's 12% non-voting convertible redeemable preferred stock (“Preferred ~~Stock~~Stock”) entitles the holder to dividends ~~equivalent~~equal to ~~a rate of~~ 12% of the Preferred Stock liquidation preference of $2.00 per annum, ~~(or~~or $.24 per ~~annum)~~annum per share, payable quarterly on March 1, June 1,

September 1, and December 1 in cash or common stock of the Company having an equivalent fair market value. At September 30, 2009 and December 31, 2008, 25,357 shares of the ~~Non-Voting~~ Preferred Stock ~~were~~was outstanding.

On February 2, 2009, the Board of Directors authorized the ~~issuance~~payment of the accrued Preferred Stock dividend to be settled in shares of the Company's common stock or cash, ~~which shall be~~ at the discretion of the Chief Executive ~~Officer in order to pay the accrued preferred stock dividends.~~Officer. Accrued and unpaid dividends at ~~June~~September 30, 2009 were ~~$44,111.~~$45,633. Dividends will accumulate until such time as earned surplus is available to pay a cash dividend or until a post effective amendment to the Company's registration statement covering a certain number of common shares reserved for the payment of the Preferred Stock ~~dividends~~dividend is filed and declared effective, or if such number of common shares are insufficient to pay cumulative dividends, then until additional common shares are registered with the Securities and Exchange Commission ~~(SEC)~~(“SEC”).

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

No dividends have been paid during the three months ended ~~June~~September 30, 2009.

Series B Voting Preferred ~~Stock~~

Stock. The Company filed a Certificate of Designation of Convertible Redeemable Series B ~~Convertible~~ Preferred Stock (“Series B Preferred Stock”) on January 4, 2006, pursuant to

- 15 - -

which the Company authorized for issuance 135,000 shares of Series B Preferred Stock, par value $0.10 per share, which shares are convertible after the earlier of (i) forty-five days after the conversion of the ~~8% callable secured convertible notes~~Callable Notes issued in our recent ~~financing,~~financings, or (ii) 12 months after ~~this~~a registration statement is declared effective, at a conversion price equal to the volume weighted average price of our common stock, as reported by Bloomberg, during the ten consecutive trading days preceding the conversion date. ~~We issued an aggregate of 117,493 shares of Series B Preferred Stock to a group of our current shareholders in exchange for an aggregate of 23,498,109 shares of our common stock.~~ The holders of Series B Preferred Stock ~~shall~~ have the right to vote together with holders of the Corporation’s ~~Common Stock,~~common stock, on a 30 votes per share basis, ~~(and~~ not as a separate ~~class),~~class, on all matters presented to the holders of the ~~Common Stock. The foregoing shareholders were existing investors before they did the exchange.~~common stock. As of ~~June~~September 30, 2009 ~~135,000 authorized~~and December 31, 2008, 116,653 and 134,480 shares of Series B Preferred Stock, respectively, were issued and ~~122,840 outstanding~~outstanding.

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

Series C Voting Preferred ~~Stock~~

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

~~- 16 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Non-Convertible Series D Voting Preferred ~~Stock~~

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

Non-Convertible Series E Voting Preferred Stock

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

~~Warrants~~

~~A summary of warrants outstanding at June 30, 2009, after giving effect to a one for two hundred reverse stock split on July 18, 2008.~~

                                    Warrants

                                Date Issued

                         Expiration Date

                                  Price

                                     5,000(a) 7/2004 7/2010 10.000
  668 8/2004 8/2009 140.000

   525 2/2005 2/2010 130.000
   105 4/2005 4/2010 140.000
3,813 10/2005 10/2010 130.000
2,500 12/2005 12/2010 26.000
                         35,000 3/2006 3/2010 20.000
2,500 5/2007 5/2012 26.000
                       100,000 9/2007 9/2014 1.000
5,000 12/26/07 12/2014 1.000
2,500 3/14/08 3/14/15 1.000
2,500 6/20/08 6/29/15 1.000
                 35,000,000 7/29/08 7/29/15 0.005
                 50,000,000 9/24/08 9/24/15 0.005
                 25,000,000 11/5/08 12/3/15 0.001
                 90,000,000 12/3/09 12/3/15 0.001
                 50,000,000 12/5/08 12/5/15 0.001
               250,160,111

~~(a)~~

Represents Options for 2,000, 1,500 and 1,500 shares originally priced at $200.00, $150.00 and $130.00, respectively which were re-priced to $10.00 in October, 2005 (taking effect stock split of the Company’s common stock, up to a one-for-two- hundred- ratio that became effective on July18, 2008.

- 1716 - -

~~JUNIPER GROUP, INC.~~Warrants. A summary of warrants outstanding at September 30, 2009, after giving effect to the one for five hundred reverse stock split on August 27, 2009 is as follows:

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Warrants	Date Issued	Expiration Date	Price
317	Various	Various Dates thru 6/29/15	$500 - $5,000
70,000	7/29/08	7/29/15	$2.50
100,000	9/24/08	9/24/15	$2.50
50,000	11/5/08	12/3/15	$0.50
180,000	12/3/09	12/3/15	$0.50
100,000	12/5/08	12/5/15	$0.25
500,317

NOTE 78 - Related ~~Parties~~Party Transactions

The Company’s subsidiary, Services, entered into a sublease for its New York ~~office~~offices from a company 100% owned by the Company’s ~~President, currently approximately $5,100 per month.~~President. The lease and Services sublease on this space ~~expire~~expires on November 30, 2016. The rent paid and terms under the sublease are the same as those under the affiliate’s lease agreement with the landlord Rent expense for the ~~second quarter~~three months ended ~~June~~September 30, 2009 and 2008 was approximately ~~$16,000 and approximately $16,000, respectively.~~

The Company owns distribution rights to two films, which were acquired through a company affiliated with the Chief Executive Officer that is the exclusive agent for the producers. This exclusive agent is 100% owned by the principal shareholder of the Company, but receives no compensation for the sale of the licensing rights.

Additionally, after recoupment of original acquisition costs, the principal shareholder has a 5% interest as a producer in the revenue received by unaffiliated entities. The Company received no revenue relating to these films during the first six months June30, 2009.$16,000.

Throughout 2009 and 2008, the Company's ~~principal~~CEO and controlling shareholder ~~and officer~~ made loans to, and payments on behalf of the ~~Company and received payments from the Company from time to time.~~Company. The ~~net~~ outstanding balance due to the ~~officer~~CEO at ~~June~~September 30, 2009 and December 31, 2008, was approximately ~~$822,000,~~$26,800 and ~~$686,000,~~$6,500, respectively. Mr. Hreljanovic has a security interest in Tower West and ~~it extinguishes~~Ryan Pierce which expire upon payment in full of the outstanding debt ~~due~~and all accrued and unpaid compensation owed to him.

~~No legal~~Mr. Hreljanovic has an Employment Agreement with the Company, which expired on August 31, 2009, which provides for his employment as President and Chief Executive Officer at an annual salary, adjusted annually for the CPI Index, and for the reimbursement of certain expenses and insurance. Mr. Hreljanovic's base salary in 2009 is scheduled to be approximately $235,700. Additionally, the Employment Agreement provides that Mr. Hreljanovic may receive shares of the Company’s common stock as consideration for services ~~were~~ rendered byto the Company. Due to a working capital deficit, Mr. ~~Huston or his firm~~Hreljanovic was paid $8,400 in 2009 and ~~2008;~~the balance of his salary was accrued and ~~no fees were paid to~~not paid. Mr. ~~Huston or his firm during that time.~~Hreljanovic has accrued salary of approximately $846,000 as of September 30, 2009.

Under the terms of this Extension Agreement, our Chief Executive Officer is entitled to receive a cash bonus of a percentage of the Company’s pre-tax profits if pre-tax profit exceeds $100,000. Additionally, if the Extension Agreement is terminated early by the Company after a change in control (as defined by the Extension Agreement), the Mr. Hreljanovic is entitled to receive all of his accrued and unpaid compensation, in addition to a lump sum cash payment equal to approximately three times his current base salary.

Mr. Hreljanovic incorporated Tower West and Ryan Pierce, both Florida corporations organized in January 2009 and August 2009, respectively, and paid all fees associated with its creation. Services owns a 100% interest in Tower West subject to a first position security interest held by Mr. Hreljanovic. Mr. Hreljanovic’s security interest in Tower West and Ryan Pierce which expire upon payment in full of the outstanding debt and all accrued and unpaid compensation owed to him.

- 17 - -

On July 16, 2009, the Company issues 31,000,000 shares of it Series E Preferred Stock to Vlado P. Hreljanovic pursuant to a Settlement Agreement and Release which partially satisfied back pay in the amount of $31,000. The issuance of the Series E Preferred Stock allowed Mr. Hreljanovic to maintain voting control of the Company.

NOTE 89 - Commitments and Contingencies

In ~~some instances, film licensors have retained an interest in the future sale of distribution rights owned by~~2006 the Company ~~above the guaranteed minimum payments. Accordingly, the Company may become obligated for additional license fees as sales occur in the future.~~

~~Employment Agreements~~

Mr. Hreljanovic has an Employment Agreement with the Company, which expired on August 31, 2008, and that provides for his employment as President and Chief Executive Officer at an annual salary and the Board of Directors, have authorized a an extension of his employment agreement (Extension Agreement) under the same terms and conditions expiring on August 31, 2009 adjusted annually for the CPI Index and for the reimbursement of certain expenses and insurance. Based on the foregoing formula, Mr. Hreljanovic's base salary in 2009 was scheduled to be approximately $235,700. Additionally, the employment agreement provides that Mr. Hreljanovic may receive shares of the Company’s common stock as consideration for services rendered to the Company. Due to a working capital deficit, Mr. Hreljanovic was paid $7,800 and the balance of his salary was accrued and not paid.

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

Mr. Hreljanovic has accrued salary of approximately $822,000 at June 30, 2009. Mr. Hreljanovic incorporated Tower West Communications, Inc. a Florida corporation, organized on January 2009 (Tower) and paid all fees associated with its creation. Juniper Services, Inc. owns a 100% interest in Tower West subject to a first position security interest held by Mr. Hreljanovic. Mr. Hreljanovic’s security interest in Tower West extinguishes upon payment in full of all accrued and not paid compensation owed him.

~~- 18 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Additionally, if the Extension Agreement is terminated early by us after a change in control (as defined by the agreement), the officer is entitled to all his accrued and not paid salary, in addition to a lump sum cash payment equal to approximately three times his current base salary.

~~Litigation~~

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

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

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

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

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

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

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

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

Indeed, in the course of little more than a year from the date that Juniper purchased New Wave from Michael Calderhead and installed the Calderheads as New Wave executives, New Wave had gone from being a growing, profitable business to a business on the verge of financial collapse.

~~- 19 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

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

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

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

~~Regions Bank vs. New Wave Communications Inc~~ State of Indiana, County of Johnson, Johnson County Circuit/ Superior Court Case No. 41D010809. Suit has been filed seeking enforcement of a promissory note date June 6, 2008 in the amount of $300,250 and bearing interest at the rate of 7.75%.

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

~~Unasserted Claims~~

~~The Company learned in 2006~~ that certain sales of its common stock may have violated certain sections of the Securities Act of 1933 and related regulations. The Company is currently unable to determine the amount of damages, costs and expenses, if any, that it may incur as a result of that uncertainty. As ~~June~~September 30, 2009 no shareholders have asserted any claims against the Company.

~~Going Concern~~

The Company did not have sufficient cash to pay for the cost of its operations or to pay its current debt obligations. The Company raised approximately $70,000 and $381,000 in 2009 and 2008, respectively, through the sale of 8% Callable Secured Convertible Debentures and approximately $443,000 and $315,000 at June 30, 2009 and December 31, 2008, through Convertible Notes from related parties for working capital, capital purchases and for the payment of debt to date. Among the obligations that the Company has not had sufficient cash to pay are its payroll, payroll taxes and the funding of its subsidiary operations. Certain employees and consultants have agreed, from time to time, to receive the Company’s common stock in lieu of cash. In these instances, the Company has determined the number of shares to be issued to employees and consultants based upon the unpaid compensation and the current market price of the stock. Additionally, the Company registers these shares so that the shares can immediately be sold in the open market.

~~- 20 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

The Company is continuing to incur net losses and maintains a negative working capital. While there was net loss for the six months ending June 30, 2009, excluding the gain on the fair market valuation adjustment of derivative liabilities, the Company incurred a loss of approximately $1,000,000 in the six months ending June 30, 2009, and approximately $1,400,000 in the three months ending June 30, 2008. Working capital deficit approximately $3.8 million at June 30, 2009.

The fact that the Company continued to sustain losses in 2009 and 2008, had negative working capital at June 30, 2009 and still requires additional sources of outside cash to sustain operations, continued to create uncertainty about the Company’s ability to continue as a going concern. We believe that we will not have sufficient liquidity to meet our operating cash requirements for the current level of operations during the remainder of 2009. In addition, any event of default such as our failure to repay the principal or interest when due, our failure to issue shares of common stock upon conversion by the holder, our failure to timely file a registration statement or have such registration statement declared effective, or breach of any covenant, representation or warranty in the Securities Purchase Agreement would have an impact on our ability to meet our operating requirements. We anticipate that the full amount of the callable secured convertible notes will be converted into shares of our common stock, in accordance with the terms of the callable secured convertible notes. If we are required to repay the callable secured convertible notes, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the notes when required, the note holders could commence legal action against us and foreclose on all of our assets to recover the amounts due. Any such action would require us to curtail or cease operations. Our ability to continue as a going concern is dependent upon receiving additional funds either through the issuance of debt or the sale of additional common stock and the success of management's plan to expand operations. Although we may obtain external financing through the sale of our securities, there can be no assurance that such financing will be available, or if available, that any such financing would be on terms acceptable to us. If we are unable to fund our cash flow needs, we may have to reduce or stop planned expansion or scale back operations and reduce our staff.

On June 30, 2009 the Holders of the above described callable secured convertible notes sent notice of default to the Company, claiming that they had a right to declare a default. The Company disputes it is in default and no default has been declared by the holders since the June 30, 2009 letter. Discussions have been ongoing with the Holders, and action has been taken to increase the number of common shares available to the Company to meet the requirements of the holders for additional common stock of the Company

The Chapter 11 case was filed by New Wave Communications, Inc. on November 7, 2008. The reason for the filing was that New Wave Communications sustained irreparable damages which the Company asserted claims against the Calderheads committing serious, material breaches of their agreements with Juniper (see Legal Proceedings).

The Company has developed a plan to reduce its liabilities and improve cash flow through expanding operations by acquisition and raising additional funds either through issuance of debt or equity. The ability of the Company to continue as a going concern

~~is dependent upon the Company's ability to raise additional funds either through the issuance of debt or the sale of additional common stock and the success of Management's plan to expand operations.~~

The Company anticipates that it will be able to raise the necessary funds it may require for the remainder of 2009 through public or private sales of securities. If the Company is unable to fund its cash flow needs, the Company may have to reduce or stop planned expansion, or possibly scale back operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Leases~~

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

Year Amount
2009   58,200
2010   60,100
2011   62,000
2012   64,000
2013   66,100
Thereafter 205,300

~~- 21 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

	Year	Amount
	2009	$41,900
	2010	$60,100
	2011	$62,000
	2012	$64,000
	2013	$66,100
	Thereafter	$205,300

NOTE 910 - Income Taxes

No provision has been made for Federal and state income taxes due to the losses incurred. As a result of losses incurred through September 30, 2009 and December 31, 2008, the Company has net operating loss carry forwards of approximately ~~$28.6~~$28.8 million. These carry forwards expire through 2028.

In accordance with ~~SFAS No. 109 "Accounting for Income Taxes",~~ASC 740, the Company recognized deferred tax assets of ~~$11,639,000~~approximately $11.6 million at December 31, 2008. ~~The Company is dependent on future taxable income to realize deferred tax assets. Due~~A full valuation allowance has been established due to the ~~uncertainty~~uncertainly regarding ~~their utilization~~the Company’s ability to generate income sufficient to utilize the tax losses during the carryforward period.

NOTE 11 -Stock Splits

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

On July 18, 2008, the Company’s shareholders approved a reverse stock split of the Company’s common stock, up to a one-for-two hundred ratio. Accordingly, on June 20, 2008 the Board of Directors authorized a one-for-two hundred reverse split that took effect on July 18, 2008.

- 18 - -

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

NOTE 12 -Going Concern

The Company's condensed consolidated financial statements are prepared using accounting principles generally accepted in the ~~future,~~United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At September 30, 2009 the Company had a working capital deficit of approximately $4.7 million and a stockholders’ deficit of $23.5 million. In addition, the Company has ~~recorded~~defaulted on several of its liabilities and has discontinued the operations of New Wave. These matters raise substantial doubt about the Company’s ability to continue as a ~~related valuation allowance~~going concern.

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

•	Obtain additional wireless and broadband contracts
•	Forming new operating subsidiaries Tower West and Ryan Pierce

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

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

•	Convert certain debt into shares of the Company’s common stock
•	Implement a major marketing campaign to increase the demand for our broadband and wireless services

There can be no assurance that the Company can or will be successful in implementing any of ~~$11,639,000. Deferred tax assets at December 31, 2008 primarily reflect~~its plans or that it will be successful in enabling the ~~tax effect~~Company to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of ~~net operating loss carry forwards.~~this uncertainty.

NOTE 13 – Subsequent Events

On November 2, 2009 Juniper Group, Inc. (the “Company”) received a letter labeled as a default notice regarding its Callable Notes on behalf of the NIR Group notifying the Company that it is in default on the Callable Notes. The letter states that as a result of the defaults the holders are accelerating the repayment of the Callable Notes and demanding payment of the outstanding balances. The Company will take no action until various issues with the holders are resolved to the Company’s satisfaction. (For more information, See Part II ITEM 1 Legal Proceeding in this filing.)

- 19 - -

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion ~~and analysis of financial condition and results of operations~~ should be read in conjunction with ~~the Company’s consolidated~~our financial statements and ~~the accompanying~~ notes thereto included in this report. Information presented herein is based on the nine month periods ended September 30, 2009. Our fiscal year end is December 31.

Company Overview

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

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

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

Broadband Installation and Wireless Infrastructure Services

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

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

Our current clients include: Clearwire, , currently in process of building out nationwide mobile WIMAX network and is on track to cover over 120 million people in 80 markets by the end of 2010, BCI Communications, Inc., American Tower, Maxton Technology, and Communication Construction Group, supporting Verizon on the FTTP Path Creation (FIOS) project. Tower West’s dynamic business protocol has added a new dimension to the Company’s overall business abilities. We expect to utilize our new abilities to provide our wireless and broadband infrastructure services nationwide. In some

- 20 - -

instances, our current clients maybe used as the platform for our national expansion aspirations and fuel what could be substantial future growth.

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

The Company believes the demand for broadband installation and wireless infrastructure services will increase in the wireless broadband segment during the balance of 2009 and beyond through the continued support of the cellular market and through a robust wireless industry. More specifically, consumers are increasingly using more and more bandwidth on millions of wireless devices throughout the United States. This demand is fueling the need to update existing towers or the construction of new towers that support 3G and/or 4G technologies at increasing rates. The increased consumer demand is expected to propel the Company’s business well into the future. Consequently, the Company’s efforts are focused on being able to handle these opportunities with existing and new staff in order to meet its client’s needs utilizing subcontractors.

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

The Company plans to concentrate its ~~2008 Annual Report~~efforts for the balance of 2009 on ~~Form 10-K included~~providing its new services to key national wireless and broadband providers on a national platform with support from its subcontractors. The Company believes that this strategy will allow the Company to grow while maintaining cost controls. As the economic environment improves, the Company believes that its future prospects for the expansion of its services in the ~~Registration Statement~~wireless Infrastructure segment will remain strong. Management believes that infrastructure build-out, technology introduction, new applications and broadband deployment, integration and support will continue to be outsourced to qualified service providers such as Tower West and Ryan Pierce.

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

(i) Financially support national agreements entered into and to finance continuing growth and fund management recruitment, certifications, training and payroll, as well as the financing of operating cash flow requirements to support subcontractor costs. This will require additional financing on ~~Form SB-2 (file #333-131730)~~a timely basis.

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

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

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Results of Operations

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

Revenue

Gross revenues for the three and nine month periods ended September 30, 2009, were $102,451and $211,524, respectively, as compared to $127,120 and $629,113, respectively, for the same periods in 2008. The decrease in revenues for the three and nine months ended September 30, 2009 compared with the same period in 2008 of $24,669 and $417,589,respectively, or 19.4% and 66.4% is due predominantly to terminating the operations of New Wave.

Gross Profit (Loss) and Operating Expenses

Juniper recorded gross profit (loss) of $(31,366) and $20,478 for the three and nine month periods ended September 30, 2009, compared to gross profit (loss) of $62,524 and $(14,844) for the comparable periods in the year 2008. The loss of $31,366 for the three months ended September 30, 2009 was a result of an increase in operating costs from $64,596 for the three months ended September 30, 2008 to $133,817 for the comparable period in 2009.

The gross profit of $20,478 for the nine months ended September 20, 2009 was due to a decrease in operating costs. The operating cost were $643,957 for the nine months ended September 30, 2008 compared to operating costs of $191,046 in the comparable period in 2009 or a decrease of $452,911. The decrease in operating expenses was primarily due to terminating the operations of New Wave.

Net Income (Loss)

Juniper recorded net income of $6,624,616 and $43,795,805 for the three and nine month periods ended September 30, 2009, as compared to net losses of $53,792,716 and $56,678,141 for the comparable periods in 2008. The gain for the three and nine months ended September 30, 2009 was primarily attributable to gains on the adjustment of derivative and warrant liabilities of $7,100,560 and $45,528,116 compared to losses on the adjustment of derivative and warrant liabilities of $53,248,145 and $54,733,270 for the same periods in 2008.

The gain on the adjustment of derivative and warrant liability was the result of the change in the fair market value of the Company’s common stock. Gains and losses on derivative liabilities and amortization of discounts represent significant components of net income and can swing dramatically from period to period based on factors beyond the Company’s control, such as the price of its stock.

Juniper may not operate at a profit through fiscal 2009. Juniper's revenues are tied to its ability to obtain additional wireless and broadband infrastructure construction contracts. Juniper is entering new markets and expects to obtain additional contracts prior to the end of 2009. Nonetheless, management does not anticipate generating sufficient revenues from new contracts such that Juniper will have operating profits by December 31, 2009. There can be no guarantee that profitability or revenue growth can be realized in the future.

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Expenses

General and administrative expenses for the three and nine month periods ended September 30, 2009, were $244,425 and $807,509, respectively, compared to $321,757 and $1,184,495, respectively, for the same periods in 2008. The decrease in three month expenses of $77,332, or 24.0% and the decrease in the nine month expenses of $376,986, or 31.8%, was due primarily to the cessation of operations of New Wave.

Interest expense for the three and nine month periods ended September 30, 2009, was $119,639 and $339,715, respectively, compared to $95,689 and $210,404, respectively, for the same periods in 2008.

The increase in three month interest expense of $23,950, or 25.0%, and the increase in the nine month interest expense of $129,311, or 61.5%, was primarily the result of the increase in debt incurred by the Company in order to meet its cash requirements.

Capital Resources and Liquidity

On September 30, 2009, Juniper had current assets of $209,313 compared to current assets of $24,582 at December 31, 2008 and a working capital deficit of $4,717,885 at September 30, 2009, as compared to a working capital deficit of $3,853,048 at December 31, 2008. The increase in the working capital deficit of $864,837 is due primarily to increases in accounts payable and accrued expenses and an increase in the current portion of notes payable.

Net cash used in operating activities for the nine months ended September 30, 2009 was $534,305 compared to $219,775 for the nine months ended September 30, 2008. The increase of $314,530 in cash used in operating activities was primarily attributable to the expansion of the Company’s broadband installation and wireless infrastructure services business in 2009.

Cash provided by financing activities for the nine months ended September 30, 2009 was $557,569 as compared to $300,962 for the comparable period in 2008. The increase of $226,607 was due the Company’s expanding business and operating requirements in 2009.

Juniper has substantial cash needs in order to fund operations, meet debt service and make capital expenditures necessary to support additional wireless and broadband infrastructure construction contracts. In order to cover these requirements, the Company will need to enter into additional financings and issue shares of its preferred or common stock as payment for services rendered or as satisfaction for various convertible debts

Financing

The Company entered into numerous Securities Purchase Agreements with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively referred to hereinafter as “NIR Group”) starting in December 28, 2005, with the last financing for $50,000 occurring on March 11, 2009. Various Callable Secured Notes (the “Callable Notes”) initially bore interest at a rate of 8% with the right to convert into shares of common stock at a discount of 65% based upon the average of the three lowest intraday trading prices for the common stock for the 20 trading days before, but not including, the conversion date. As a result of various adjustments and receipt of additional financing from NIR Group, the interest rate on all of the Callable Notes was adjusted to 12% and/or 15%. Furthermore, the discount conversion rate was increased from 65% to 72% on a majority of the Callable Notes. In connection with the Callable Notes, NIR Group also received warrants to purchase a total of 500,300 shares of common stock of the Company. The warrants have various exercise prices and expire on dates through December 2015 (See footnote 6 for a schedule with more detail on the warrants

- 23 - -

exercise dates and prices). On January 31, 2008 and November 10, 2008 the NIR Group agreed to convert an aggregate of $338,642 of accrued interest into Callable Notes. The total principal outstanding relating to all of the NIR Groups’ Callable Notes at September 30, 2009 was $2,491,345.

In addition, the conversion price of the Callable Secured Convertible Notes and the exercise price of the warrants will be adjusted in the event that we issue common stock at a price below the fixed conversion price, below market price, with the exception of any securities issued in connection with the Securities Purchase Agreement. The conversion price of the Callable Secured Convertible Notes and the exercise price of the warrants may be adjusted in certain circumstances such as if we pay a stock dividend, subdivide or combine outstanding shares of common stock into a greater or lesser number of shares, or take such other actions as would otherwise result in dilution of the selling stockholder's position. The selling stockholders have contractually agreed to restrict their ability to convert or exercise their warrants and receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. In addition, NIR Group may have a security interest in substantially all of our assets and registration rights. NIR Group contends that the Company is default as of June 2009. See legal proceedings below for more information.

On May 11, 2009 the Company entered into a financing agreement with JMJ Financial (“JMJ”). The Company issued a Convertible Promissory Note to JMJ in the amount of $825,000 with an interest rate of 13.2% and JMJ issued a Secured & Collateralized Promissory Note to the Company in the amount of $750,000 with an interest rate of 12%. Both notes mature three years from the effective date. The interest on both notes was incurred as a one time charge on the effective date of the notes and is equal to $99,000 on each note. The Company has received $120,000 toward satisfaction of the Secured & Collateralized Promissory Note from JMJ as of September 30, 2009. The Convertible Promissory Note is convertible into the voting common stock of the Company at a conversion price based on 70% of the lowest trade price in the 20 trading days prior to the conversion. Any conversions by JMJ are limited to the JMJ remaining under 4.99% ownership of the outstanding voting common stock of the Company. Pursuant to the terms of the note, the Company is not permitted to prepayment the note unless approved by JMJ.

On August 20, 2009, the Company entered into a $50,000 convertible note with Redwood Management LLC (“Redwood”). The note bears interest at 10% and is convertible into common stock at an exercise price equal to 40% of the lowest closing bid price for the 10 trading days prior to conversion. Pursuant to the terms of the note, The Company may prepay the note in whole or in part at 125% of the amount prepaid. The Redwood note is classified as a Callable Note in the accompanying condensed consolidated balance sheet.

During 2009, the Company converted approximately $296,000 of loans and advances received from various parities into Convertible Notes. The Convertible Notes mature three years from the effective date with an interest rate of 14% per annum.

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

A portion of our debt is personally guaranteed by the Company’s Chairman of the Board and Chief Executive Officer. Further changes to these guarantees may affect the financing capacity of the Company.

- 24 - -

Forward Looking Statements

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

~~Continued~~

·the continued historical lack of profitable operations;

·the continued working capital deficit;

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

·the success of the expansion into the broadband installation and wireless infrastructure services and the ability to

provide adequate working capital required for this expansion, and dependence thereon;

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

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

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

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

· the effect on ~~our~~its financial condition ofresulting from delays in payments received from third parties;

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

· the rapid technological ~~changes;~~changes in the industry; and

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

~~- 22 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~Key Factors Affecting or Potentially Affecting Results of Operations and Financial Conditions~~

~~Statement of Financial Accounting Standards No. 133,~~ ~~”Accounting for Derivative Instruments and Hedging Activities”~~ (SFAS) No. 13 requires that due to the indeterminate number of shares which might be issued under the embedded convertible host debt conversion feature of these Callable Secured Convertible Notes, the Company is required to record a liability relating to both the detachable warrants and embedded convertible feature of the notes payable (included in the liabilities as a “derivative liability”) and to all other warrants and options issued and outstanding as of December 28, 2007, except those issued to employees. The result of adjusting these derivative liabilities to market generated an unrealized gain for the three months ended March 31, 2009 of approximately $44,700,000 and an unrealized gain for the three months ended March 31, 2008 of approximately $7,100,000.

On December 30, 2005, Juniper Services entered into a binding Letter of Intent with New Wave providing for the purchase by Juniper Services of all outstanding shares of New Wave. New Wave’s business is the deployment, construction and maintenance of wireless communications towers and related equipment. The Company, through Juniper Services, agreed to pay New Wave $817,000 as follows: $225,000 in cash and $592,000 paid by the issuance of 19,734 shares of Series B Voting Preferred Stock.

~~On March 16, 2006, Juniper Services consummated the acquisition of New Wave by entering into a Stock Exchange Agreement and Plan of Reorganization with New Wave.~~

On September 15, 2007, the Company, through its subsidiaries, commenced a lawsuit against Michael Calderhead and James Calderhead, disloyal former employees, in the United States District Court for the Eastern District of New York (Case No. 07-CV-2413). The complaint asserts claims against the Calderheads for breaches of a stock exchange agreement, breaches of an employment agreement, and breaches of fiduciary duties owed to Juniper and its wholly-owned affiliate New Wave Communications, Inc. (“New Wave”). Juniper seeks preliminary and permanent injunctions restraining the Calderheads from, among other things, competing with Juniper and New Wave, as well as compensatory damages in the amount believed to be $10,000,000 and punitive damages and exceptional damages, in the amount of $5,000,000 and attorneys fees, costs and expenses.

On September 22, 2007, the Court granted a temporary restraining order against the Calderheads. On July 9, 2007, Juniper’s motion for preliminary injunctive relief was heard before the Hon. A. Kathleen Tomlinson, U.S.M.J. and the court continued the temporary restraining order but has not yet ruled on the preliminary injunctive motion.

On November 7, 2008 New Wave Communications, Inc. a wholly owned subsidiary of Juniper Services, Inc. filed a Certificate of Emergency in requesting relief under Chapter 11 of the United States Bankruptcy Code, case number 08-13975-JKC-11 with the Honorable Judge James K. Coachys. The reason for the filing was that New Wave Communications sustained irreparable damages which the Company asserted claims against former employees, the Calderheads, alleging that they committed serious, material breaches of their agreements with Juniper ( see Legal Proceedings). The petition was voluntary dismissed at the request of New Wave Communications, Inc. on March 6, 2009.

We reserve against receivables from customers whenever it is determined that there may be operational, corporate or market issues that could eventually offset the stability or financial status of these customers or payments to us. There is no assurance that we will be successful in obtaining additional financing for these efforts, nor can it be assured that our services will continue to be provided successfully, or that customer demand for our services will continue despite anticipated customer workloads through 2009.

Although our strategy is to increase the percentage of our business derived from large, financially stable customers in the communication industries, these customers may not continue to fund capital expenditures for infrastructure projects. Even if they do continue to fund projects, we may not be able to increase our share of business due to the alleged interference initiated by James and Michael Calderhead.

On May 9, 2008, Alan Andrus filed a lawsuit against the Company, its Subsidiary Juniper Internet Communications, Inc. (“Juniper Internet”), and Mr. Vlado P. Hreljanovic himself, in United States District Court for the Eastern District of New

~~- 23 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

York. The plaintiff alleges that he is entitled to unpaid consulting fees due to him, $195,077.85 plus interest, from the Juniper Internet. All defendants are vigorously contesting the plaintiff’s claims.

~~Executive Overview of Financial Results~~

Juniper Group, Inc. is a holding company and its business has been composed of two segments (1) broadband installation and wireless infrastructure services and (2) film distribution services. Currently, film distribution services consist of a financially insignificant portion of our operations. The Company’s headquarters are in Boca Raton, FL office and conducts its business indirectly through its wholly-owned subsidiaries.

The Company’s current operating focus is through the broadband installation and wireless infrastructure services in supporting the growth of its operations by increasing revenue and managing costs. These services are conducted through Juniper Services, Inc. (“Services”), which is a wholly owned subsidiary, of Juniper Entertainment, Inc. (“JEI”), which is a wholly owned subsidiary of the Company.

Management’s strategic focus is to support the growth of its operations by increasing revenue and revenue streams, managing costs and creating earnings growth. The Company has, and will continue, to seek strategic acquisitions to guarantee its growth in the broadband and wireless infrastructure business. The Company has redirected its services and its marketing effort to a national customer base utilizing subcontractors in order to control cost which was largely attributed to the Company’s inability to compete in the Indiana regional market and provide services to its New Wave customers due to the alleged interference of James and Michael Calderhead.

Film Distribution Services: The film distribution services is conducted through Juniper Pictures, Inc (“Pictures “), a wholly owned subsidiary of Juniper Entertainment, Inc. (“JEI“), a wholly owned subsidiary of the Company.

~~Broadband Installation and Wireless Infrastructure Services~~

The Company’s broadband installation and wireless infrastructure services are conducted through Juniper Services, Inc. and its subsidiary (“Services”). Services operate the Company’s wireless broadband and wireless installation services on a national basis. Its direction is to support the demand in the deployment and maintenance of wireless/tower system services with leading telecommunication companies in providing them with site surveys, tower construction and microwave system and software installations.

In January, 2009, we formed Tower West Communications, Inc. (“Tower West”); a wholly owned subsidiary of Juniper Services currently operates on the East Coast by subcontracting its contracts to local contractors. As a result, it is capable of sustained work anywhere within the United States. . Our current client roster includes Communication Construction Group supporting Verizon on the FTTP Path Creation (FIOS) project, American Tower, Maxton Technology, and BCI Communications, Inc.

Tower West has changed the Company’s business protocol and has added a new dimension to the fundamentals of Services and will allow Services to leverage its customer base in creating a wider market space for its base business.

The Company has experienced a dramatic reduction in revenue during the second half of 2008 which has continued during the beginning of 2009, largely attributed to the actions of Michael and James Calderhead, former disloyal employees, for their outrageous breaches of various contractual and fiduciary duties owed to the Company, including alleged business interference and employee theft.

~~- 24 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~Management has taken the following corrective actions to improve the operating performance of the wireless infrastructure services:~~

1. 1.Commenced a lawsuit in Federal Court against Michael and James Calderhead, seeking preliminary and permanent injunctions restraining the Calderheads from, among other things, competing with the Company and its subsidiaries, as well as compensatory and punitive damages;

~~2. 2. Hired new management team and reorganized management’s responsibilities.~~

~~3. 3. Aligned labor costs with market conditions;~~

~~4. 4. Utilizing subcontractors;~~

~~Eval5. Evaluating geographic footprint outside Indianapolis and customer need with customer contracts; and~~

~~5 6. Utilizing accounts receivable financing~~

The Company believes the demand for broadband installation and wireless infrastructure services will increase in the wireless broadband segment during 2009 through the continued support of the cellular market and through a robust wireless industry. Services have deployed its efforts to be able to handle new opportunities with existing staff in order to meet its client’s needs.

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

The Company will choose to concentrate its efforts during the balance of 2009 in implementation its new services to key national providers on a national platform with a support of subcontractors. The Company believes that this strategy will allow the Company to grow while maintaining a control on its costs. As the economic environment continues its improvement this year, the Company believes that its prospects for the expansion of its new services in the wireless Infrastructure segment are good for 2009. The Company believes that infrastructure build-out, technology introduction, new applications and broadband deployment, integration and support will continue to be outsourced to qualified service providers such as Services.

~~Services’ opportunity to exploit the broadband installation and wireless infrastructure services and to take advantage of future wireless opportunities are limited by a number of factors:~~

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

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

(iii) The Company will focus on accounts receivable financing, and thereby increasing cash flow. The issues that rank high on evaluating new business opportunities are the customer’s qualification to meet the accounts receivable financing requirements.

~~- 25 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~RESULTS OF OPERATIONS~~

~~Three Months Ending June 30, 2009 vs. Three Months Ending June 30, 2008.~~

~~Executive Overview of Financial Results~~

The Company is currently utilizing its resources to build the broadband installation and wireless infrastructure services, and has not devoted resources toward the promotion and solicitation of its film licenses. The main operations of the Company are the broadband installation and wireless infrastructure services segment. The film operations are insignificant and are included in the discussion of general corporate activity which includes the effect of the Company’s debt service, litigation and other corporate matters. In January, 2009, we formed Tower West Communications, Inc. (“Tower West”); a wholly owned subsidiary of Juniper Services currently operates on the East Coast by subcontracting its contracts to local contractors. As a result, it is capable of sustained work anywhere within the United States

During the three month period ending June 30, 2009 Juniper Pictures generated no revenue. Certain of our films that generate revenue when contracts were signed and are still under license and are currently being aired by licenses.

~~NET INCOME (LOSS)~~

There was net loss available to common stockholders of approximately $7,036,000, or $(0.003) per share on revenue of approximately $109,000, which includes a loss on the fair market evaluation adjustment of derivative liabilities of approximately 6.3 million, the Company incurred a loss of approximately $7,036,000. Compared to a net loss of approximately $9.5 million or $1.67 per share on revenue of approximately $221,000, which includes a loss on the fair market evaluation adjustment of derivative liabilities of approximately $8.6,

~~The Company had approximately $109,100 revenue for the second quarter 2009, compared to revenue of approximately $213,700 for three months ended June 30, 2008.~~

~~Broadband Installation and Wireless Infrastructure Services~~

~~Revenues~~

The broadband installation and wireless infrastructure services generated approximately $109,000 revenues for the three month period ending June 30, 2009 compared to approximately $214,000 for the three month ending June 30, 2008. The decrease in revenue was primarily due to completion of existing customer contract and a decrease in new contracts awards during the bankruptcy proceedings and reorganization of our then principal operating subsidiary. The decrease in revenue was attributable to several factors including the alleged actions by Michael Calderhead and James Calderhead, former disloyal employees for their outrageous breach of various contractual and fiduciary duties owed to the Company.

General and administrative expenses decreased to approximately $326,000 for the three months ending June 30, 2009 compared to $496,000 for the three months ending June 30, 2008 as result of a decrease in payroll expense.

We incurred an amortization of debt discount of approximately $336,000 in the three months ending June 30, 2009 compared to approximately $235,000 in the three months ending June 30 2008. This increase was primarily due to the increase in debt. Accordingly, net loss amounted to approximately $7,036,000 in the three months June 30, 2009 and approximately $9,465,000 in the three months ending June 30, 2008;

Interest expense increased to approximately $108,000 in the three months ending June 30, 2009 compared to approximately $58,000 in the three months ending June 30, 2009. This increase was primarily due to the issuance of additional convertible notes and an increase in the interest rate on outstanding debt.

We recognized a loss on derivatives of approximately $6,311,000 in the three months ending June 30, 2009 compared to a loss of approximately $8,562,000 in the three months ending June 30, 2009. The variance was due to an increase in the estimated market value of the derivative instrument resulting mainly from the decrease in the price of our stock on which the estimated market value is based.

~~Net loss decreased to approximately $7,035,000 in the three months ending June 30, 2009 from approximately $9,465,000 as a result of these items.~~

~~- 26 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~Six Months Ending June 30, 2009 vs. Six Months Ending June 30, 2008.~~

~~NET INCOME (LOSS)~~

There was net gain available to common stockholders of approximately $37,168,000, or $(0.023) per share on revenue of approximately $109,000, which includes a gain on the fair market evaluation adjustment of derivative liabilities of approximately 38.4 million, the Company incurred a gain of approximately $37,168,000. Compared to a net loss of approximately $2.9 million or $0.626 per share on revenue of approximately $502,000, which includes a loss on the fair market evaluation adjustment of derivative liabilities of approximately $1.5 million.

~~Revenues~~

The broadband installation and wireless infrastructure services generated approximately $109,000 revenues for the six month period ending June 30, 2009 compared to approximately $502,000 for the six month ending June 30, 2008.

~~Operating Costs~~

The broadband installation and wireless infrastructure services incurred operating costs of approximately $57,000 (52% of revenue) for the six months ended June 30, 2009, compared to approximately $579,000(115% of revenue) for the six months June 30, 2009

~~Holding Company (Juniper Group)~~

~~Operating Expense~~

The Holding Company does not have any significant income producing operating assets. As such, the operating loss was equal to operating expense. Operating expense consists primarily of employee compensation, legal, accounting, SEC costs, consulting fees and ordinary and customary office expenses.

~~Derivative Expenses and Amortization of Discounts~~

Derivative expenses and amortization of discounts represent significant components of net income and can swing dramatically from period to period based on factors beyond the Company’s control, such as the price of its stock. The gain on derivative securities for the six months ended June 30, 2009 was approximately $38,400,000 compared with a loss of approximately $1,500,000 for the six months ended June 30, 2008. The amortization of the Company’s primary debt instrument amounted to approximately $505,000 for the six months ended June 30, 2009 compared with approximately $330,000 for the six months ended June 30, 2007.

~~Liquidity and Capital Resources~~

At June 30, 2009, we had a working capital deficit of approximately $(3,800,000), compared to a working capital deficit of approximately $(3,853,000) at December 31, 2008. The ratio of current assets to current liabilities was 0.03:1 at June 30, 2009 and 0.06:1 at December 31, 2008. Cash flow used for operations during the six months ended June 30, 2009 was approximately $510,000.

~~Total Debt at June 30, 2009, was approximately $7.2 million.~~

We have incurred losses in the last several years and have funded our operations primarily from the sale of securities in private transactions. We plan to grow the wireless broadband service business and to invest the predominant portion of available resources in the effort. Subject to our ability to continue to fund our operations through the sale of securities in private transactions, we will begin to increase our wireless broadband services.

We are seeking to arrange addition capital financing to support these new wireless broadband service opportunities. There can be no assurances that we will successfully arrange this additional financing or that the anticipated additional business opportunities will be successfully implemented or supported.

~~- 27 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

We are seeking to increase our business base in providing services that have higher margins. With anticipated higher gross profits to be realized for our expanded services and projects, and the initiation of new wireless, construction and maintenance services, we plan to improve the earnings from our services and will apply this additional cash to reducing liabilities.

Our operations during the six months ended June 30, 2008 were funded by the sale of 15% Callable Secured Convertible Secured Notes and 14% Convertible Debentures, as well as the nascent operations of our Tower West subsidiary. Among the obligations that the Company has not had sufficient cash are to pay its payroll, payroll taxes, attorneys and the funding of its subsidiary operations. Certain employees and consultants have agreed, from time to time, to receive the Company’s common stock in lieu of cash. In these instances, the Company has determined the number of shares to be issued to employees and consultants based upon the unpaid compensation and the current market price of the stock. Additionally, the Company registers these shares so that the shares can immediately be sold in the open market.

~~With regard to the balance of the past due payroll taxes, the Company has hired a firm of Tax Attorneys to negotiate with the taxing authorities.~~

The fact that the Company continued to sustain losses in 2009, had negative working capital at June 30, 2009 and still requires additional sources of outside case to sustain operations, continued to increase uncertainty about the Company’s ability to continue as a going concern.

We believe that we will not have sufficient liquidity to meet our operating cash requirements for the current level of operations during the remainder of 2009. We have received all planned rounds of financing. In addition, any event of default such as our failure to repay the principal or interest when due, our failure to issue shares of common stock upon conversion by the holder, our failure to timely file a registration statement or have such registration statement declared effective, or breach of any covenant, representation or warranty in the Securities Purchase Agreement would have an impact on our ability to meet our operating requirements. We anticipate that the full amount of the callable secured convertible notes will be converted into shares of our common stock, in accordance with the terms of the callable secured convertible notes. If we are required to repay the callable secured convertible notes, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the notes when required, the note holders could commence legal action against us and foreclose on all of our assets to recover the amounts due. Any such action would require us to curtail or cease operations. Our ability to continue as a going concern is dependent upon receiving additional funds either through the issuance of debt or the sale of additional common stock and the success of management's plan to expand operations. Although we may obtain external financing through the sale of our securities, there can be no assurance that such financing will be available, or if available, that any such financing would be on terms acceptable to us. If we are unable to fund our cash flow needs, we may have to reduce or stop planned expansion or scale back operations and reduce our staff.

The Company has had a bank line of credit promissory note due June 6, 2008 of $300,250 of which the Company has used $300,250 at an interest rate of 7.75%. The Company is in default on the loan and the Bank has instituted a lawsuit in the State of Indiana, County of Johnson.

~~SEASONALITY~~Seasonality

The provision of services for broadband installation and wireless infrastructure deployment is affected by adverse weather conditions and the spending patterns of our customers, exposing us to variable quarterly results. Inclement weather may lower the demand for our services in the winter months, as well as other times of the year. Furthermore, the weather can delay ~~the~~our crews ability to perform services. Natural catastrophes, such as the recent hurricanes in the United States, could also have a negative impact on the economy overall and on our ability to perform outdoor services in affected regions or utilize equipment and crew stationed in those regions, which

in turn could significantly impact the results of any one or more reporting periods. However, these natural catastrophes historically have generated additional revenue subsequent to the event.

~~INFLATION~~Inflation

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

- 2825 - -

Off Balance Sheet Arrangements

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~We do not have any off-balance sheet financing arrangements.

~~BACKLOG~~

ITEM 4T. Controls and Procedures

~~None~~Evaluation of Disclosure Controls and Procedures

~~FINANCING~~

The Company entered into the following Securities Purchase Agreement with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC: (A) on December 28, 2005 for the sale of (i) $1,000,000 in Callable Secured Convertible Notes and (ii) warrants to buy 1,000,000 shares of our common stock; (B) on March 14, 2006 for the sale of (i) $300,000 in callable secured convertible notes and (ii) stock purchase warrants to buy 7,000,000 shares of our common stock; (C) the Company entered into a Security Purchase Agreement with New Millenium Capital Partners II, LLC, AJW Partners, LLC and AJW Master Fund Ltd. on September 13, 2007 for the sale of (i) $600,000 in Callable Secured Convertible Notes and (ii) Warrants to buy 20,000,000 shares of our common stock; and (D) a Security Purchase Agreement with New Millenium Capital Partners II, LLC, AJW Partners, LLC and AJW Master Fund Ltd. on December 26, 2007 for the sale of (i) $100,000 in Callable Secured Convertible Notes and (ii) Warrants to buy 1,000,000 shares of our common stock . The Company has sold all callable convertible notes.

The Callable Secured Convertible Notes bear interest at 8%, mature on January 15, 2009 with respect to the initial $500,000, on March 14, 2009 with respect to $300,000, on May 11, 2011 with the respect of second $500,000, on September 13, 2010 with respect to $600,000, and on December 26, 2010 with respect to $100,000. The first $1,300,000 are convertible into our common stock, at the investors' option, at the lower of (i) $0.05 or (ii) 32% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date; the $600,000 is convertible into our common stock at the investors’ option, at the lower of (i) $0.0375 or (ii) 32% of the average of the three lowest intraday trading prices for the common stock on a principle market for the 20 trading days before, but not including the conversion date; the $100,000 is convertible into our common stock at the investors’ option, at the lower of (i) $0.0375 or (ii) 32% of the average of the three lowest intraday trading prices for the common stock on a principle market for the 20 trading days before, but not including the conversion date. The full principal amount of the Callable Secured Convertible Notes are due upon default under their terms. The initial 1,000,000 warrants are exercisable until five years from the date of issuance at a purchase price of $0.13 per share; the second Convertible Notes of 7,000,000 warrants are exercisable until five years from the date of issuance purchase price of $0.10 per share; the third Convertible Notes of 20,000,000 warrants are exercisable until seven years from the date of issuance at a purchase price of $0.005 per share; and the final Convertible Notes of 1,000,000 warrants until seven years from the date of issuance at a purchase price of $0.005 per share . In addition, the conversion price of the Callable Secured Convertible Notes and the exercise price of the warrants will be adjusted in the event that we issue common stock at a price below the fixed conversion price, below market price, with the exception of any securities issued in connection with the Securities Purchase Agreement. The conversion price of the Callable Secured Convertible Notes and the exercise price of the warrants may be adjusted in certain circumstances such as if we pay a stock dividend, subdivide or combine outstanding shares of common stock into a greater or lesser number of shares, or take such other actions as would otherwise result in dilution of the selling stockholder's position. The selling stockholders have contractually agreed to restrict their ability to convert or exercise their warrants and receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. In addition, we have granted the investors a security interest in substantially all of our assets and registration rights.

On January 31, 2008, the Company entered into a Securities Purchase Agreement with New Millenium Capital Partners II, LLC, AJW Qualified Partners, LLC, and AJW Master Fund Ltd., whereby $147,542 of accrued interest payable was converted into the same amount of callable Secured Notes at 2% on terms similar to those above.

~~- 29 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

On March 14, 2008, the Company entered into a Securities Purchase Agreement with New Millennium Capital Partners II, LLC, for sale of $50,000 in callable Secured Notes at 8% and stock purchase warrants buying 500,000 shares of our common stock.

On June 20, 2008, the Company entered into a Securities Purchase Agreement with New Millennium Capital Partners II, LLC, for sale of $50,000 in callable Secured Notes at 12% and stock purchase warrants buying 500,000 shares of our common stock. In the same transaction, all of the outstanding 8% Callable Notes were converted to 12% interest, however, these notes will only accrue interest at 12% going forward.

On July 29, 2008, the Company entered into a Securities Purchase Agreement with New Millennium Capital Partners II, LLC, for sale of $75,000 in callable Secured Notes at 12% and stock purchase warrants buying 35,000,000 shares of our common stock.

On September 24, 2008, the Company entered into a Securities Purchase Agreement with New Millennium Capital Partners II, LLC, for sale of $70,000 in callable Secured Notes at 12% and stock purchase warrants buying 50,000,000 shares of our common stock.

On November 5, 2008, the Company entered into a Securities Purchase Agreement with New Millennium Capital Partners II, LLC, for sale of $70,000 in callable Secured Notes at 12% and stock purchase warrants buying 50,000,000 shares of our common stock. In addition, it set forth an agreement to amend the Applicable Percentage and Interest Rate for all the aforementioned Notes, which are convertible into shares of the Company’s common stock.

On November 10, 2008, the Company entered into a Securities Purchase Agreement with New Millenium Capital Partners II, LLC, AJW Qualified Partners, LLC, and AJW Master Fund Ltd., where by approximately $191,100 of accrued interest payable was converted into the same amount of callable Secured Notes at 2% on terms similar to those above.

~~On December 3, 2008, we entered into a financing agreement involving the sale of stock purchase warrants to buy 90.000,000 shares of our common stock.~~

~~On March 11, 2009, we entered into a financing agreement involving the sale of an additional $50,000 principal amount of callable Secured Notes.~~

On May 11, 2009 the Company entered into a financing agreement for Convertible Promissory Notes in the amount of $825,000 in exchange for the delivery to the Company of a Secured & Collateralized Promissory Notes in the amount of $750,000. The Company has received $70,000 toward satisfactionpreparation of this ~~note as of June 30, 2009.~~

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

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

~~- 30 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~into Convertible Debentures. The Convertible Debentures mature three years from effective date a bear and~~Form 10-Q, an ~~interest rate of 14%.~~

The proceeds received from the sale of the callable secured convertible notes have been, and will continue to be, used to pay for the Company’s business development purposes, working capital needs, payment of certain past due taxes, payment of consulting, legal fees and repayment of certain debts.

We will still need additional investments in order to continue operations and have our cash flow break even. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

However, the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to reduce staff and curtail our operations.

~~A significant portion of our debt is personally guaranteed~~evaluation was carried out by the Company’s ~~Chairman~~management, with the participation of the ~~Board and Chief Executive Officer. Further changes to these guarantees may affect the financing capacity of the Company.~~

~~CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES~~

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The following policies, we believe, are our most critical accounting policies, are important to our financial position and results of operations, and require significant judgment and estimates on the part of management. Those policies, that in the belief of management are critical and require the use of judgment in their application, are disclosed on Form 10KSB for the year ended December 31, 2008. Since December 31, 2008, there have been no material changes to our critical accounting policies.

~~We have identified the following policies as critical to our business~~chief executive officer and the ~~understanding~~chief financial officer, of its results of operations. The impact of these policies is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where these policies affect reported and anticipated financial results. Preparation of this report requires our use of estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenue and expense amounts for the periods being reported. On an ongoing basis, we evaluate these estimates, including those related to the valuation of accounts receivable, and the potential impairment of long lived assets. We base the estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

~~USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS~~

The preparation of financial statements in conformity with generally accepted accounting principles require the application of methodologies and judgments by 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.

~~Management believes the following critical accounting policies affect the use of complex judgments and estimates used in the preparation of its consolidated financial statements.~~

~~- 31 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

~~ACCOUNTS RECEIVABLE~~

Valuation of Accounts Receivable Collect ability of accounts receivable is evaluated for each subsidiary based on the subsidiary’s industry and current economic conditions. Other factors include analysis of historical bad debts, projected losses, and current past due accounts.

~~GOODWILL AND OTHER INTANGIBLE ASSETS:~~

We have adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”. In making this assessment, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and market place data. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. Since management’s judgment is involved in performing goodwill and other intangible assets valuation analyses, there is a risk that the carrying value of the goodwill and other intangible assets may be overstated or understated.

We have elected to perform the annual impairment test of recorded goodwill and intangible assets as required by SFAS 142. We recognized impairment based upon the piracy of the film library in 2005 and the future revenue anticipated from the sale of its films.

~~IMPAIRMENT OF LONG-LIVED ASSETS:~~

We evaluate the recoverability of our long lived assets in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets,” which generally requires us to assess these assets for recoverability whenever events or changes in circumstance indicate that the carrying amounts of such assets may not be recoverable. We consider historical performance and future estimated results in our evaluation of potential impairment and then compares the carrying amount of the asset to the estimated non-discounted future cash flows expected to result from the use of the asset. If such assets are considered to be impaired, the impairment recognized is measured by comparing projected individual segment discounted cash flows to the asset segment carrying values. The estimation of fair value is measured by discounting expected future cash flows at the discount rate we utilize to evaluate potential investments. Actual results may differ from these estimates and as a result the estimation of fair value may be adjusted in the future.

~~FILM LICENSES~~

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

~~If the net resalable value of our film licenses is significantly less than management’s estimate, it could have a material affect on our financial condition.~~

We expense the cost of film rights over the film life cycle based upon the ratio of the current period’s gross revenues to the estimated remaining total gross revenues. These estimates are calculated on an individual production basis for film. Estimates of total gross revenues can change significantly due to a variety of factors, including the level of market acceptance of the production and trends in consumer behavior, and potential pirating.

For acquired film libraries, remaining revenues include amounts to be earned for up to twenty years from the date of acquisition. Accordingly, revenue estimates are reviewed periodically and are revised if necessary. A change in revenue projections could have an impact on our results of operations. Costs of film are subject to valuation adjustments pursuant to applicable accounting rules. We have recently revised the value for 2008 of our film library by approximately 4% of its carry value and may revise the

~~- 32 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

value in the future. The net realizable value of the licenses and rights are reviewed by management annually. Estimated values are based upon assumptions about future demand and market conditions. If actual demand or market conditions or impairment indicators arise that are less favorable than our projections, film write-downs may be required.

~~RECOGNITION OF REVENUE FROM LICENSE AGREEMENTS~~

We follow the guidance in the Securities and Exchange Commission’s Staff Accounting Bulletin no. 101, “revenue recognition” (“SAB 101”). We have revenue recognition policies for its various operating segments, which are appropriate to the circumstances of each business. Revenue is recognized when all of the following conditions exist: persuasive evidence of an arrangement exists; services have been rendered or delivery occurred; the price is fixed or determinable; and collect ability is reasonably assured. The cost of operations for the broadband installation and wireless infrastructure segment is reflected in the statement of operations using the completed contract method. Accordingly, any contracts that have estimated costs that are greater than the contacted revenue will accrue a loss for us under these contracts.

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

For our broadband installation and wireless infrastructure segment, we record reductions to revenues for estimated future chargebacks. These estimates are based upon historical return experience and projections of customer acceptance of our services. If we underestimate the level of chargebacks in a particular period, we may record less revenue in later periods when returns exceed the predicted amount. Conversely, if we overestimate the level of returns for a period, we may have additional revenue in later periods when returns are less than predicted.

~~ITEM 4T. CONTROLS AND PROCEDURES~~

~~As required by SEC rules, we have evaluated~~ the effectiveness of the ~~design and operation of our~~Company’s disclosure controls and procedures ~~at the end of the period covered by this report. This evaluation was carried out~~(as defined in Rules 13a-15(e) and 15d-15(e) under the ~~supervision and with the participation~~Securities Exchange Act of our management, including our Chief Executive Officer, who is our principal executive officer and our principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1934 (“Exchange Act”)). Disclosure controls and procedures ~~are our controls and other procedures that~~ are designed to ensure that information required to be disclosed ~~by us~~ in ~~the~~ reports ~~that we file~~filed or ~~submit~~submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the ~~SEC’s~~Commission’s rules and ~~forms. Disclosure controls~~forms and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed by us in the reports that we file under the Exchange Act~~ is accumulated and communicated to ~~our~~ management, including ~~principal~~the chief executive officer and ~~principal~~the chief financial officer, ~~as appropriate,~~ to allow timely decisions regarding required disclosure. In designing and evaluating our controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures 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.

~~- 33 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~disclosures.

~~Changes in internal control over financial reporting.~~

~~We regularly review our system~~Based on that evaluation, the Company’s management concluded, as of ~~internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting that occurred during~~the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended September 30, 2009, that materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

PART II: OTHER INFORMATION

~~Item~~ITEM 1. Legal Proceedings

InSince the ~~ordinary course~~filing of ~~business, we may be involved in~~Juniper's Form 10-K for the period ended December 31, 2008 and its 10-Q for the period ended June 30, 2009, no material changes have occurred to the legal proceedings ~~from time~~reported therein. For more information, please see Juniper's Form 10-K for the year ended December 31, 2008 filed May 15, 2009 and its Form 10-Q for the quarter ended June 30, 2009.

The litigation involving Michael and James Calderhead is disclosed below because of the alleged significant damage that their actions have caused the Company. The Calderheads’ bad acts forced Juniper to ~~time. Although occasional adverse decisions or settlements may occur, management believes that~~close New Wave Communications, Inc. which in turn precipitated the ~~final disposition~~creation of ~~such matters will not~~new operating subsidiaries, Tower West and Ryan Pierce, in the wireless and broadband infrastructure construction services business. These new subsidiaries were formed at great expense and the effects of the Calderhead’s alleged malicious behavior have ~~a material adverse effect on its~~cause financial ~~position, results of~~reverberations throughout the Company’s operations ~~or liquidity.~~as noted in the Part I, Item 2. Management’s Discussion and Analysis.

Juniper Group, Inc. v. Michael and James Calderhead. On June 15, 2007, the Company, through its subsidiaries, commenced a lawsuit against Michael Calderhead and James Calderhead (the “Calderheads”) former employees, in the United States District Court for the Eastern District of New York ~~(Case~~

- 26 - -

(Case No. 07-CV-2413). The complaint asserts claims against the Calderheads for breaches of a stock exchange agreement, breaches of an employment agreement, and breaches of fiduciary duties owed to Juniper and its wholly-owned ~~affiliate~~subsidiary New Wave Communications, Inc. (“New Wave”). Juniper alleges the Calderheads committed serious, material breaches of their agreements with Juniper. Indeed, almost immediately after Juniper’s acquisition of New Wave, and while still employed by Juniper and/or New Wave and bound by their agreements with Juniper, the Calderheads made preparations to form and operate a rival business to compete with Juniper and New Wave.

~~The substantial declines in~~were essentially stolen from New Wave’s business continued throughout early 2007. These declines were not reported to Juniper’s management in a timely manner and, when they were reported, the declines were not explained in a reasonable or clear

~~- 34 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

manner. It was not until May, 2007 that Juniper became aware of CII’s growing presence in the marketplace; the involvement of Michael Calderhead in CII’s business; and that CII was directly competing with New Wave for customers.

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

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

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

- 27 - -

executives, New Wave had gone from being a growing, profitable business to a business on the verge of financial collapse.

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

~~- 35 - -~~

~~JUNIPER GROUP, INC.~~

~~AND SUBSIDIARY COMPANIES~~

The Company’s infrastructure subsidiary had a bank line of credit of $300,000 of which it has used $300,318 as of September 30, 2008 at an interest rate of 7.75% with a maturity on June 6, 2008. The subsidiary has defaulted on its loan and the bank has instituted a motion in the Johnson Circuit on September 25, 2008.

~~Item 1A. Risk Factors~~.

~~Our revenue has declined significantly, and if we are not able to grow our revenue as expected, we will need to cut costs dramatically to obtain profitability~~

~~We had revenue of approximately $109,000 for the six months ending~~ June 30, 2009 ~~compared~~AJW Partners, LLC, AJW Partners II, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd., AJW Offshore II, Ltd., AJW Qualified Partners II, LLC, AJW Master Fund, Ltd., AJW Master Fund II, Ltd., and AJW Qualified Partners, LLC,(collectively referred to ~~approximately $502,000 for six month period ending June 30, 2008. The decrease in was attributed to several factors including~~as the ~~alleged actions~~“NIR Group”) sent a notice of ~~Michael Calderhead and James Calderhead, former disloyal employees for their outrageous breach of various contractual and fiduciary duties owed~~default to the Company. ~~If we~~The Company disputes NIR Group’s default notice.

On November 2, 2009 the Company received a letter labeled as a “Default Notice of Callable Secured Convertible Notes” from AJW Partners, LLC, AJW Partners II, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd., AJW Offshore II, Ltd., AJW Qualified Partners II, LLC, AJW Master Fund, Ltd., AJW Master Fund II, Ltd., and AJW Qualified Partners, LLC. The letter states that as a result of the alleged defaults, the holders are accelerating the notes and demands payment of the outstanding balances. The NIR Group did not ~~able~~specify the amounts which they claim should be accelerated, or their basis for the default. The Company intends to ~~grow our revenues over time, we will need~~take no action until various issues with the NIR Group are resolved to cut costs dramatically to restore profitability, which could result in delays in implementing our business plans. If revenue declines further, or if our expected growth does not occur soon enough, we may not be able to restore profitability at all.the Company’s satisfaction.

ITEM 1A. Risk Factors

There have been no ~~other~~ material changes with regard to the risk factors previously disclosed in our ~~recent~~ Annual Report on Form ~~10-KSB.~~10-K for the period ended December 31, 2008.

- 28 - -

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

On July 16, 2009, the Company issued 31,000,000 shares of it Series E Preferred Stock to Vlado P. Hreljanovic pursuant to a Settlement Agreement and Release which partially satisfied back pay in the amount of $31,000. The issuance of the Series E Preferred Stock allowed Mr. Hreljanovic to maintain voting control of the Company.

On May 11, 2009 the Company entered into a financing agreement ~~documented by~~with JMJ Financial (“JMJ”). The Company issued a Convertible Promissory Note to JMJ in the amount of $825,000 ~~in exchange for the delivery to the Company~~with an interest rate of 13.2% and JMJ issued a Secured & Collateralized Promissory Note to the Company in the amount of ~~$750,000. The Company has received $50,000 toward satisfaction~~$750,000 with an interest rate of ~~this note as of this date.~~

~~The Convertible Promissory Note matures~~12%. Both notes mature three years from the effective ~~date and bears~~date. The interest on both notes was incurred as a one time ~~interest~~ charge on the effective date of the notes and is equal to ~~12% and~~$99,000 on each note. The Company has received $120,000 toward satisfaction of the ~~obligation~~Secured & Collateralized Promissory Note from JMJ as of September 30, 2009. The Convertible Promissory Note is convertible into the voting common stock of the Company at a conversion ~~rate~~price based on 70% of the lowest trade price in the 20 trading days ~~previous~~prior to the conversion. Any conversions by ~~the Holder of this note~~JMJ are limited to the ~~Holder~~JMJ remaining under 4.99% ownership of the outstanding voting common stock of the Company. ByPursuant to the terms of ~~this~~the note, ~~prepayment~~the Company is not permitted to prepayment the note unless approved by ~~the lender.~~JMJ.

The Company approved the conversion of Callable Notes, conversion of Series B Preferred Stock, and ~~bear a one time interest charge~~satisfaction of ~~13.2% and is secured by securities in~~certain convertible liabilities (collectively referred to as the ~~amount of 750,000.~~

~~During the six quarter of 2009, we issued an additional 4,401,866,783~~“Convertible Securities”) into unrestricted shares of common stock pursuant to the provisions of Rule 144(b)(1). The Convertible Securities were originally issued under 4(2) as private transactions exempt from registration and in all recent conversions the provisions of Rule 144(c)(1) were met in that the Company is a reporting issuer, the recipients were non-affiliates of the Company and each had held the Convertible Securities in excess of a full year. A total of 19,954,219 shares of unrestricted stock have been issued during the nine months ended September 30, 2009 in exchange for satisfaction of $654,980 in Convertible Securities conversions. The conversions were taken in response to the request of the holders of the Convertible Securities and upon ~~conversion~~satisfactory compliance with the provisions of ~~11,640 Preferred Shares Series B in the amount of approximately $277,100~~Rule 144 and ~~approximately $227,500 of convertible notes to common stock.~~its provisions as set forth above.

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

- 29 - -

~~Item~~ITEM 3. Defaults upon Senior Securities

~~Not Applicable.~~

On June 30, 2009 AJW Partners, LLC, AJW Partners II, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd., AJW Offshore II, Ltd., AJW Qualified Partners II, LLC, AJW Master Fund, Ltd., AJW Master Fund II, Ltd., and AJW Qualified Partners, LLC,(collectively referred to as the “NIR Group”) sent a notice of default to the Company. The Company disputes NIR Group’s default notice.

On November 2, 2009 the Company received a letter labeled as a “Default Notice of Callable Secured Convertible Notes” from AJW Partners, LLC, AJW Partners II, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd., AJW Offshore II, Ltd., AJW Qualified Partners II, LLC, AJW Master Fund, Ltd., AJW Master Fund II, Ltd., and AJW Qualified Partners, LLC. The letter states that as a result of the alleged defaults, the holders are accelerating the notes and demands payment of the outstanding balances. The NIR Group did not specify the amounts which they claim should be accelerated, or their basis for the default. The total of all NIR Group notes that may be deemed in default as of November 2, 2009 is $2,491,345. The Company intends to take no action until various issues with the NIR Group are resolved to the Company’s satisfaction.

~~- 36 - -~~

~~Item~~ITEM 4. Submission of Matters to a Vote of Security Holders

~~Not Applicable~~

No matters were submitted to a vote of security holders. However, the Company furnished a Schedule 14(c) Information Statement is furnished to the stockholders of in lieu of a special meeting, of the holders of a majority of our common stock authorizing the board of directors of Juniper to: (i) an increase in the number of authorized shares of the common stock of Juniper from 5 billion shares to 10 billion shares, (ii) a reverse stock split of the issued and outstanding shares of common stock on a basis of up to 1 for 500, and (iii) a decrease in the par value of the common stock from $.001 to $.0001.

On July 10, 2009, Juniper obtained the approval of the Actions by written consent of stockholders that are the record owners of 861,600,000 shares of common stock and 37,741,897 shares of our voting preferred stock which represent an aggregate of 4,203,856,910 votes or approximately 50.41% of the voting power as of July 10, 2009. The actions were effected by August 27, 2009.

~~Item~~ITEM 5. Other Information

~~None~~

~~Item 6. Exhibits~~Discuss market expansion….

~~The following exhibits are included herein:~~

~~Exhibits~~ITEM 6.Exhibits And Reports On Form 8-K

~~31.1~~	~~Certification~~ (a)	Exhibits. Exhibits required to be attached by ~~President~~Item 601 of Regulation S-K are listed in the Index to Exhibits on page 32 of this Form 10-Q, and ~~Chief Financial Officer, Vlado P. Hreljanovic, pursuant to U.S.C. Section 13B as adopted pursuant To Section 302 of the Sarbanes-Oxley Act 2002.~~are incorporated herein by this reference.
~~32.1~~	~~Certification~~(b)	Reports on Form 8-K During the period covered by ~~President and Chief Financial Officer, Vlado P. Hreljanovic, pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~this report, Juniper filed no reports on Form 8-K.

Subsequent to the end of the quarter ended September 30, 2009, Juniper has filed 1 Form 8-K reports

(1)

On November 9, 2009, the Company filed a Form 8-K reporting on the notice of default and acceleration on certain callable convertible notes with the related companies referred to as the NIR Group.

- 30 - -

SIGNATURES

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

JUNIPER GROUP, INC.

Date: ~~August 18,~~November 16, 2009

By: /s/ Vlado P. Hreljanovic

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

Vlado P. Hreljanovic

Chairman of the Board, President,

Chief Executive Officer and

Chief Financial Officer

- 31 - -

Index to Exhibits

Exhibit

Description

3(i)(a)

Articles of Incorporation of the Company filed with the State of Nevada on January 16, 1997 (Attached).

3(i)(b)

Amendment to Articles of Incorporation filed with the State of Nevada on August 17, 2009 increasing the authorized shares to 10 Billion shares and restating the par value to $.0001 (Attached).

3(ii)*

By-laws of the Company adopted on September 24, 2008 (incorporated herein by reference from Exhibit No. 3.2 of the Company's Form 10K as filed with the Commission on May 15, 2009).

4(i)	Certificate of Designation Series A Preferred Stock included in Articles Of Incorporation dated on January 16, 1997 (attached hereto as Exhibit 3(i)(a))

4(i)(b)*

Certificate of Designation Series B Preferred Stock (incorporated herein by reference from Exhibit 3.7 of the Company’s Form SB-2/A as filed with the Commission on May 3, 2008).

4(i)(c)

Certificate of Designation Series C Preferred Stock (attached).

4(i)(d)*

Certificate of Designation Series D Preferred Stock (incorporated herein by reference from Exhibit 4.4 of the Company’s Form 10K as filed with the Commission on May 15, 2009).

10(i)

Settlement Agreement and Release

10(i)(a)

Debenture between the Company and Redwood Management LLC for $50,000. (attached)

14(i)(a)*

Code of Ethics adopted December 31, 2008 (incorporated herein by reference from Exhibit No. 14.1 of the Company’s Form 10-K filed with the Commission on May 15, 2009).

14(i)(b)*

Finance Code of Ethics (incorporated herein by reference from Exhibit No. 14.2 of the Company’s Form 10-K filed with the Commission on May 15, 2009).

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

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

*Incorporated by reference from previous filings of the Company.

- 32 - -

JUNIPER GROUP, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
	(Unaudited)			(Audited)
	June 30,			December 31
	2009			2008
ASSETS

Current Assets
Cash	$	-		$	7
Accounts receivable-trade (net of allowance)		109,073			-
Costs in excess of billings on uncompleted projects		-			-
Prepaid expenses	$	57,516		$	24,575
		166,589			24,582
Film licenses		116,648			123,538
Property and equipment net Other Assets		40,733 680,956			37,531 -
TOTAL ASSETS	$	1,004,926		$	185,651
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

Current Liabilities:
Bank Overdraft	$	21,845		$	-
Accounts payable and accrued expenses		1,898,562			1,698,600
Notes payable and capitalized leases - current portion		1,133,779			1,395,796
Preferred stock dividend payable		44,111			41,068
Due to officer		821,970			686,127
Due To shareholders & related parties		6,089			56,038
Total current liabilities		3,926,356			3,877,629
Notes payable and capitalized leases, less current portion		3,253,175			1,488,671
Derivative liability related to convertible debentures		23,953,196			62,033,078
Warrant liability related to convertible debentures		62,530			360,2043
Total liabilities	$	31,195,257		$	67,759,582

Shareholders’ Deficiency

12% Non-voting convertible redeemable preferred stock: $0.10 par value, 875,000 shares authorized: 25,357 shares issued and outstanding at June 30, 2009 and December 31, 2008: aggregate liquidation preference, $50,714 at June 30, 2008 and December 31, 2008, respectively.		2,536			2,536
Voting Convertible Redeemable Series B Preferred Stock $0.10 par value 135,000 shares authorized: 122,840 shares issued and outstanding at June 30, 2009 and 134,480 shares issued and outstanding at December 31, 2008		12,284			13,448
Voting Convertible Redeemable Series C Preferred Stock $0.10 par value 300,000 shares authorized: 300,000 shares issued and outstanding at June 30, 2009 and December 31,2008		30,000			30,000
Voting Series D Preferred Stock $0.001 par value 6,500,000 authorized, issued and outstanding at June 30, 2009 and December 31, 2008		6,500			6,500
Common Stock - $0.001 par value, 5,000,000,000 shares authorized; 4,646,933,130 and 245,066,337 issued and outstanding at June 30, 2009 and December 31, 2008, respectively		4,646,933			245,061
Capital contributions in excess of par:
Attributed to 12% preferred stock non-voting		22,606			22,606
Attributed to Series B Preferred Stock voting		2,867,994			3,160,013
Attributed to Series C Preferred stock voting		22,000			22,000
Attributed to Series D Preferred stock voting		-			-
Attributed to common stock		18,444,345			22,337,581
Deficit		(56,245,529	)		(93,413,676	)
Total Shareholders’ deficiency		(30,190,331	)		(67,573,931	)
Total liabilities & shareholders’ deficiency	$	1,004,926		$	185,651

JUNIPER GROUP, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	THREE MONTHS ENDED JUNE 30,	SIX MONTHS ENDED JUNE 30,
	2009 2008	2009			2008__
Revenues:
Broadband Installation and Wireless Infrastructure Services	$109,073 $213,673	$	109,073		$	494,493
Film Distribution Services	- 7,500		-			7,500

Total Revenues:	109,073 221,163		109,073			501,993
Cost of Revenues:
Broadband Installation and Wireless Infrastructure Services	53,255 325,502		57,229			571,861
Film Distribution Services	- 2,500		-			7,500
Total Cost of Revenues:	53,255 328,002		57,229			579,361
	55,818 (106,829)		51,844			(77,368)
Operating Expenses:
Selling, general and administrative expenses	325,501 495,723		560,083			862,738
Impairment of film licenses	6,891 6,890		6,891			13,780
Interest Expense	108,198 57,684		220,076			114,715
Loss on Asset Disposition	- -		-			-
Settlement Expense	3,000 -		16,000			-
Unrealized (Gain) Loss on adjustment of Derivative and Warrant Liabilities to Fair Value	6,311,243 8,561,923		(38,427,556	)		1,485,125
Amortization of Debt Discount.	335,605 234,702		505,160			331,699
Total Operating Expenses	7,090,438 (9,463,922)		(37,119,346)			(2,808,057	)


Net Income ( loss)	(7,034,620) (9,463,751)		37,171,190			(2,885,425)
Preferred stock dividend	(1,522) (1,521)		(3,043)			(3,043)
Net Gain (Loss) available to common stockholders	$(7,036,142) $(9,465,272)		37,168,147		$	(2,888,468)
Weighted average number of shares outstanding	2,626,203,801 5,655,489		1,617,691,490			8,751,933
Basic and diluted net income per common share	(0.003) (1.67)		0.023		$	(0.33)

The Accompanying Notes are an Integral Part of the Consolidated Financial Statements

	December 31, 2008	Conversion of Convertible Notes	Conversion of Preferred Stock to Common Stock	Conversion of Current Liabilities to Common Stock	Net (loss) for the three months ended March 31, 2009	June 30, 2009

PREFERRED STOCK
Convertible Non-Voting:
Par Value @ $0.10	$ 2,536	-	-	-	-	$ 2,536
Capital Contributions in Excess of Par	22,606	-	-	-	-	22,606
Convertible Voting Series B:
Par Value @ $0.10	13,448	-	(1,164)	-	-	12,284
Capital Contributions in Excess of Par	3,160,013	-	(292,019)	-	-	2,867,994
Convertible Voting Series C:
Par Value @ $0.10	30,000	-		-	-	30,000
Capital Contributions in Excess of Par	22,000	-		-	-	22,000
Non-Convertible Voting Series D:
Par Value @ $0.001	6,500	-	-	-	-	6,500
Capital Contributions in Excess of Par	-	-	-	-	-	-

COMMON STOCK
Par Value @ $0.001	245,061	917,433	3,144,609	339,830	-	4,646,933
Capital Contributions in Excess of Par	22,337,581	(852,280)	(2,801,983)	(238,973)	-	18,444,345

(DEFICIT)	(93,413,676)	-	-	-	37,168,147	(56,245,529)

TOTAL DEFICIENCY	(67,573,931)	65,153	49,443	100,857	37,168,147	(30,190,331)

	Options		Weighted average option price
Outstanding at December 31, 2008	4,375	$	46.00
Granted	-		-
Exercised	-		-
Returned/Expired			-
Outstanding at December 31, 2008	4,375	$	46.00
Granted	-		-
Exercised	-		-
Returned/Expired	(4,375) (1)		-
Outstanding at June 30, 2009	-	$