10QSB 1 file1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the quarterly period ended September 30, 2006
[ ]  Transition report under Section 13 or 15(d) of the Exchange Act
  For the transition period from                          to                         

Commission File Number 000-51240


Juniper Partners Acquisition Corp.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 20-2278320
(State or other Jurisdiction of
Incorporation or Organization)		 (I.R.S. Employer
Identification No.)
56 West 45th Street, Suite 805, New York, New York 10036
(Address of Principal Executive Office)
(212) 398-3112
(Issuer’s Telephone Number, Including Area Code)

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [X]    No [ ]

As of November 13, 2006, 548,100 shares of common stock, par value $.0001 per share, and 2,875,000 shares of Class B common stock, par value $.0001 per share, were issued and outstanding.

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




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Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)

Balance Sheets


  September 30,
2006		 December 31,
2005
  (Unaudited)  
ASSETS  
 
Current Assets:  
 
Cash and cash equivalents $ 202,649
$ 939,203
U.S. Government Securities held in Trust Fund (Note 1) 15,263,297
14,746,925
Prepaid expenses 25,933
54,375
Total current assets 15,491,879
15,740,503
Deferred acquisition costs (Note 1) 634,709
—
Current and total assets $ 16,126,588
$ 15,740,503
LIABILITIES AND STOCKHOLDERS' EQUITY  
 
Current Liabilities:  
 
Accrued acquisition costs (Note 1) $ 260,420
$ —
Accounts payable and accrued expenses 38,798
29,346
Income taxes payable (Note 5) 21,675
9,400
Total current liabilities 320,893
38,746
Common stock, subject to possible conversion, 574,713 shares at conversion value (Note 1) 3,051,133
2,947,910
Commitments (Note 6)  
 
Stockholders' Equity (Notes 7 and 8):  
 
Preferred stock, par value $.0001 per share, 5,000 shares authorized, 0 shares issued and outstanding —
—
Common stock, par value $.0001 per share, 20,000,000 shares authorized, 548,100 shares issued and outstanding 55
55
Common stock, Class B, par value $.0001 per share, 5,000,000 shares authorized, 2,875,000 shares issued and outstanding (which includes 574,713 shares subject to possible conversion) 288
288
Additional paid-in-capital 12,634,197
12,737,420
Earnings accumulated during the development stage 112,759
15,161
Accumulated other comprehensive income 7,263
923
Total stockholders' equity 12,754,562
12,753,847
Total liabilities and stockholders' equity $ 16,126,588
$ 15,740,503

See Notes to Unaudited Financial Statements

3



Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)

Statements of Operations
(Unaudited)


  For the three
months ended
September 30,
2006		 For the three
months ended
September 30,
2005		 For the nine
months ended
September 30,
2006		 From inception
(February 3, 2005)
to September 30,
2005		 From inception
(February 3, 2005)
to September 30,
2006
Revenue $ —
$ —
$ —
$ —
$ —
Operating expenses:  
 
 
 
 
General and administrative expenses (Note 5 and 6) 121,829
105,364
378,598
113,813
590,142
Loss from operations (121,829
)
 (105,364
)
 (378,598
)
 (113,813
)
 (590,142
)
Interest income 191,803
100,671
528,196
100,671
764,301
Income (loss) before provision for income taxes 69,974
(4,693
)
 149,598
(13,142
)
 174,159
Provision for income taxes
(Note 5)		 24,000
—
52,000
—
61,400
Net income (loss) 45,974
(4,693
)
 97,598
(13,142
)
 112,759
Accretion of Trust Fund relating to Class B common stock subject to possible conversion (37,721
)
 (19,507
)
 (103,223
)
 (19,507
)
 (148,835
)
Net income (loss) attributable to other Class B stockholders and common stockholders $ 8,253
$ (24,200
)
 $ (5,625
)
 $ (32,649
)
 $ (36,076
)
Weighted average number of shares outstanding, basic and diluted 3,423,100
2,669,926
3,423,100
1,023,533
 
Net income (loss) per share, basic and diluted $ —
$ (0.01
)
 $ —
$ (0.03
)
  

See Notes to Unaudited Financial Statements

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Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)

Statement of Stockholders’ Equity
From inception (February 3, 2005) to September 30, 2006


  Common Stock Common Stock,
Class B		 Additional
Paid-In
Capital		 Earnings
accumulated
during the
development
stage		 Accumulated
other
comprehensive
income		 Total
  Shares Amount Shares Amount
Balance, February 3, 2005 (inception) —
$   —
—
$ —
$ —
$ —
$ —
$ —
Issuance of Common Stock to initial stockholders 100
—
—
—
500
—
—
500
Issuance of 1,625,000 Warrants at $0.05 per Warrant —
—
—
—
81,250
—
—
81,250
Sale of 274,000 Series A units and 1,437,500 Series B units and underwriter's unit purchase option through public offering, net of underwriter's discount and offering expenses
(Note 2)		 548,000
55
2,875,000
288
12,701,282
—
—
12,701,625
Accretion of Trust Fund relating to Class B common stock subject to possible conversion —
—
—
—
(45,612
)
 —
—
(45,612
)
Net income for the period —
—
—
—
—
15,161
—
15,161
Unrealized gain on available-for-sale securities —
—
—
—
—
—
923
923
Comprehensive income  
 
 
 
 
 
 
16,084
Balance, December 31, 2005 548,100
$ 55
2,875,000
$ 288
$ 12,737,420
$ 15,161
$ 923
$ 12,753,847
Accretion of Trust Fund relating to Class B common stock subject to possible conversion (unaudited) —
—
—
—
(103,223
)
 —
—
(103,223
)
Net income for the period (unaudited) —
—
—
—
—
97,598
—
97,598
Unrealized gain on available-for-sale securities (unaudited) —
—
—
—
—
—
6,340
6,340
Comprehensive income (unaudited)  
 
 
 
 
 
 
103,938
Balance, September 30, 2006 (unaudited) 548,100
$ 55
2,875,000
$ 288
$ 12,634,197
$ 112,759
$ 7,263
$ 12,754,562

See Notes to Unaudited Financial Statements

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Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)

Statements of Cash Flows
(Unaudited)


  For the nine
months ended
September 30,
2006		 From inception
(February 3,
2005) to
September 30,
2005		 From inception
(February 3,
2005) to
September 30,
2006
OPERATING ACTIVITIES  
 
 
Net income (loss) for the period $ 97,598
$ (13,142
)
 $ 112,759
Amortization of discount on U.S. Government Securities held in Trust Fund (510,032
)
 (98,286
)
 (737,283
)
Changes in operating asset and liabilities:  
 
 
Decrease (increase) in prepaid expenses 28,442
(79,465
)
 (25,933
)
Increase in accounts payable and accrued expenses 9,452
31,675
38,798
Increase in income taxes payable 12,275
—
21,675
Net cash used in operating activities (362,265
)
 (159,218
)
 (589,984
)
INVESTING ACTIVITIES  
 
 
Purchases of U.S. Government Securities held in Trust Fund (44,805,382
)
 (14,518,750
)
 (71,949,133
)
Maturities of U.S. Government Securities held in Trust Fund 44,805,382
—
57,430,382
Deferred acquisition costs (374,289
)
 —
(374,289
)
Net cash used in investing activities (374,289
)
 (14,518,750
)
 (14,893,040
)
FINANCING ACTIVITIES  
 
 
Proceeds from issuance of common stock to initial stockholders —
500
500
Proceeds from issuance of warrants —
81,250
81,250
Proceeds from note payable to affiliate —
81,250
81,250
Repayment of note payable to affiliate —
(81,250
)
 (81,250
)
Proceeds from issuance of underwriter's unit purchase option —
100
100
Net proceeds from sale of units through public offering —
15,603,823
15,603,823
Deferred registration costs —
65,172
—
Net cash provided by financing activities —
15,750,845
15,685,673
Net increase (decrease) in cash and cash equivalents (736,554
)
 1,072,877
202,649
Cash and Cash Equivalents  
 
 
Beginning of period 939,203
—
—
End of period $ 202,649
$ 1,072,877
$ 202,649
Supplemental disclosure of cash flow information:  
 
 
Cash paid for income taxes $ 39,725
$ —
$ 39,725
Supplemental disclosure of non-cash activity:  
 
 
Accrued Registration Costs $ —
$ 65,172
$ —
Accrued Acquisition Costs $ 260,420
$ —
$ 260,420
Accretion of Trust Fund relating to Class B common stock subject to possible conversion $ 103,223
$ 19,507
$ 148,835

See Notes to Unaudited Financial Statements

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Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)
Notes to Unaudited Financial Statements

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

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

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

The registration statement for the Company's initial public offering (‘‘Offering’’) was declared effective July 13, 2005. On July 20, 2005, the Company consummated the Offering of 250,000 Series A Units (‘‘Series A Units’’) and 1,250,000 Series B Units (‘‘Series B Units’’). On July 29, 2005, the Company consummated the closing of an additional 16,000 Series A Units and 187,500 Series B Units which were subject to the over-allotment option. On August 26, 2005, the Company consummated the further closing of an additional 8,000 Series A Units which were subject to the over-allotment option. The Offering generated total net proceeds of approximately $15.6 million. Of this amount, $14,518,750 was placed in trust. The Company's management has broad authority with respect to the application of the proceeds of such Offering although substantially all of the proceeds of such offering are intended to be applied generally toward consummating a merger with or acquisition of an operating business (a ‘‘Business Combination’’). Pending such a Business Combination, substantially all of the proceeds of the Offering are required to be held in trust (‘‘Trust Fund’’) to be returned to the holders of Class B common stock if a Business Combination is not consummated by January 20, 2007, (such period being referred to as the ‘‘Target Business Acquisition Period’’). In the event there is no Business Combination, the Company will dissolve and any remaining net assets, after the distribution of the Trust Fund to Class B stockholders, will be distributed to the holders of common stock sold in the Offering. The Company has satisfied the extension criteria.

The Company, after signing a definitive agreement for a Business Combination, is obliged to submit such transaction for approval by a majority of the Class B common stockholders of the Company. Class B stockholders that vote against such proposed Business Combination are, under certain conditions, entitled to convert their shares into a pro-rata distribution from the Trust Fund (the ‘‘Conversion Right’’). In this respect, $3,051,133 (including accretion aggregating $148,835 through September 30, 2006) has been classified as common stock subject to possible conversion at September 30, 2006. In the event that holders of a majority of the outstanding shares of Class B common stock vote for the approval of the Business Combination and holders owning 20% or more of the outstanding Class B common stock do not exercise their Conversion Rights, the Business Combination may then be consummated. Upon completion of such Business Combination and the payment of any Conversion Rights (and related cancellation of Class B common stock), the remaining shares of Class B common stock would be converted to common stock.

Recent Events

On August 15, 2006, the Company entered into a stock purchase agreement to acquire all of the outstanding shares of common stock of Firestone Communications, Inc. (‘‘Firestone’’) (the ‘‘Merger’’). The agreement with Firestone specifies that the total purchase price for the Firestone shares will be 2,800,000 shares of common stock, to be adjusted based on the amount of certain Firestone outstanding payables upon consummation of the Merger, and warrants to purchase 250,000 shares of Juniper Common Stock. After giving effect to the Merger and assuming there is no downward adjustment for trade payables and that no Juniper Class B common stockholder votes against the Merger and converts his or her shares to cash, the existing Juniper stockholders will own approximately 55% of the then issued and outstanding common stock of the combined company.

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Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)
Notes to Unaudited Financial Statements

Further contingent consideration may be issued to Firestone shareholders based on the achievement of certain future milestones of the combined company.

The proposed Merger is subject to, among other things, the filing of definitive proxy materials with the Securities and Exchange Commission and approval of the Merger by the Company's Class B stockholders. The Company filed a Joint Proxy Statement/Form S-4 Registration Statement on September 21 and an amendment on November 6, 2006. There can be no assurance that the Merger will be consummated. As of September 30, 2006 the Company has incurred and deferred $634,709 of costs related to the Merger, $260,420 of which was unpaid as of that date.

NOTE 2 – OFFERING

In its initial public offering, effective July 13, 2005, the Company sold to the public an aggregate of 274,000 Series A Units and 1,437,500 Series B Units at a price of $10.50 and $10.10 per unit, respectively. Proceeds from the initial public offering, totaled approximately $15.6 million, which was net of $1,791,927 in underwriting and other expenses. Each Series A Unit consists of two shares of the Company's common stock, five Class W Redeemable Warrants (a ‘‘Class W Warrant’’), and five Class Z Redeemable Warrants (a ‘‘Class Z Warrant’’). Each Series B unit consists of two shares of the Company's Class B common stock, one Class W Warrant, and one Class Z Warrant.

Both the Company’s common stock and Class B common stock have one vote per share. However, the Class B stockholders may, and the common stockholders may not, vote in connection with a Business Combination. Further, should a Business Combination not be consummated during the Target Business Acquisition Period, the Trust Fund would be distributed pro-rata to all of the Class B common stockholders and their Class B common shares would be cancelled and returned to the status of authorized but unissued shares.

Each Class W Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00, commencing on the completion of a Business Combination. The Class W Warrants will expire on July 13, 2010 or earlier upon redemption. Each Class Z Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00, commencing on the completion of a Business Combination with a target business. The Class Z Warrants will expire on July 13, 2012 or earlier upon redemption. The Company may redeem the outstanding Class W Warrants and/or Class Z Warrants with the prior consent of HCFP/Brenner Securities LLC (‘‘HCFP’’), the representative of the underwriters of the Offering, in whole and not in part, at a price of $0.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days' prior written notice of redemption, and if, and only if, the last sale price of the Company's common stock equals or exceeds $7.50 per share and $8.75 per share, for a Class W Warrant and Class Z Warrant, respectively, for any 20 trading days within a 30 trading day period ending three business days before the Company sent the notice of redemption.

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

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Interim Financial Statements – The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission

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Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)
Notes to Unaudited Financial Statements

(‘‘SEC’’) and should be read in conjunction with the Company's audited financial statements and footnotes thereto for the period from inception (February 3, 2005) to December 31, 2005 included in the Company's Form 10-KSB filed on March 30, 2006. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company's financial position and results of operations. The operating results for the three and nine months ended September 30, 2006 are not necessarily indicative of the results to be expected for any other interim period of any future year.

Cash and Cash Equivalents – Included in cash and cash equivalents are deposits with financial institutions as well as short-term money market instruments with maturities of three months or less when purchased.

Investments – U.S. Government Securities held in Trust Fund, with maturities exceeding three months have been accounted for in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, ‘‘Accounting for Certain Investments in Debt and Equity Securities’’. The Company classifies all debt securities and all investments in equity securities that have readily determinable fair values as available-for-sale, as the sale of such securities may be required prior to maturity to implement management strategies. Such securities are reported at fair value, with unrealized gains or losses excluded from earnings and included in other comprehensive income, net of applicable taxes.

The Company's investment held in trust at September 30, 2006 consists of an investment in United States of America government treasury securities, with a maturity date of October 19, 2006. The fair market value of the investment was $15,263,297 as of September 30, 2006, including $7,263 of unrealized income, which is reported as a component of other comprehensive income as of September 30, 2006. The Company recognized interest income of $189,061 and $510,032 from amortization of the discount on the investment during the three and nine months ended September 30, 2006, respectively, which is included in interest income on the accompanying statements of operations.

The Company’s restricted investment held in trust at December 31, 2005 consisted of an investment in United States of America government treasury securities, with a maturity date of January 19, 2006. The fair market value of the restricted investment was $14,746,925 as of December 31, 2005, including $923 of unrealized income, which is reported as a component of other comprehensive income as of December 31, 2005.

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

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

Basic earnings (loss) per share excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effect of outstanding warrants to purchase common stock and the UPO is antidilutive as their exercise prices

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Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)
Notes to Unaudited Financial Statements

are greater than the average market price of the underlying securities during the period, they have been excluded from the Company's computation of net income per share. Therefore, basic and diluted income (loss) per share were the same for the three and nine months ended September 30, 2006 and for the three months ended September 30, 2005 and for the period from inception (February 3, 2005) to September 30, 2005.

Fair Value of Financial Instruments – The fair values of the Company's assets and liabilities that qualify as financial instruments under SFAS No. 107 approximate their carrying amounts presented in the balance sheet at September 30, 2006.

Use of Estimates – The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

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

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

New Accounting Pronouncements – The Company does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

NOTE 4 – NOTE PAYABLE TO AFFILIATE

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

NOTE 5 – INCOME TAXES

Provision for income taxes consists of:


  For the three
months ended
September 30,
2006		 For the three
months ended
September 30,
2005		 For the nine
months ended
September 30,
2006		 From inception
(February 3,
2005) to
September 30,
2005		 From inception
(February 3,
2005) to
September 30,
2006
Current:  
 
 
 
 
Federal $ 24,000
$     —
$ 52,000
$     —
$ 61,400
  $ 24,000
$ —
$ 52,000
$ —
$ 61,400

The Company's activities since inception have not given rise to the state or local income taxes as the Company has not been engaged in a trade or business in any state and therefore does not have activities associated with the incurrence of state or local income taxes, considering, among other factors that the Company is a vehicle to effect a Business Combination, does not have any employees, does not compensate its officers and does not have a lease or incur rent for office space. Accordingly no provision for such state or local income taxes has been made on the accompanying financial statements. Upon consummation of a Business Combination the Company will evaluate its state and local income tax requirements based on the business activities at such time.

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Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)
Notes to Unaudited Financial Statements

The Company is incorporated in Delaware and accordingly is subject to franchise taxes which are included in general and administrative expenses. During the three and nine months ended September 30, 2006 Delaware franchise tax expense of $7,000 and $22,000, respectively, was incurred. During the three months ended September 30, 2005 and for the period from inception (February 3, 2005) to September 30, 2005, $19,000 of Delaware franchise tax expense was incurred. Cumulatively, for the period from inception (February 3, 2005) to September 30, 2006, $48,151 of Delaware franchise tax expense was incurred.

NOTE 6 – COMMITMENTS

The Company pays an affiliate of a stockholder, $7,500 per month, commencing on the effective date of the Offering, for office, secretarial and administrative services which is included in general and administrative expenses on the accompanying statements of operations. Amounts of $22,500 and $67,500 for the three and nine months ended September 30, 2006, respectively, were incurred. For the three months ended September 30, 2005 and for the period from inception (February 3, 2005) to September 30, 2005 $22,500 was incurred. Cumulatively, $112,500 for the period from inception (February 3, 2005) to September 30, 2006 was incurred.

The Company has engaged HCFP, on a non-exclusive basis, to act as its agent for the solicitation of the exercise of the Company’s Class W Warrants and Class Z Warrants. In consideration for solicitation services, the Company has agreed to pay HCFP a commission equal to 5% of the exercise price for each Class W Warrant and Class Z Warrant exercised more than one year after the date of the Offering if the exercise is solicited by HCFP. No solicitation services were provided by HCFP since inception (February 3, 2005) to September 30, 2006.

HCFP has been engaged by the Company to act as the Company's non-exclusive investment banker in connection with a proposed Business Combination (Note 1). For assisting the Company in structuring and negotiating the terms of a Business Combination, the Company is obligated to pay HCFP a cash transaction fee equal to 5% of the first $5 million of total consideration, as defined in the Underwriting Agreement, and 4% of total consideration paid over $5 million, with a maximum fee to be paid of $400,000. The recognition and payment of such fee is contingent upon consummation of the Merger and as a result no amounts for such fees are accrued at September 30, 2006.

NOTE 7 – PREFERRED STOCK 

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

NOTE 8 – WARRANTS AND OPTION TO PURCHASE COMMON STOCK

In February 2005, the Company issued Class W Warrants to purchase 812,500 shares of the Company’s common stock, and Class Z Warrants to purchase 812,500 shares of the Company’s common stock, for an aggregate purchase price of $81,250, or $0.05 per warrant.

The Class W Warrants and Class Z Warrants outstanding prior to the Offering, all of which are held by the Company’s initial securityholders or their affiliates, shall not be redeemable by the Company as long as such warrants continue to be held by such initial securityholders or their affiliates.

The Class W Warrants entitle the holder to purchase shares at $5.00, subject to adjustment in certain circumstances, for a period commencing on the completion of a Business Combination and ending July 12, 2010.

The Class Z Warrants entitle the holder to purchase shares at $5.00, subject to adjustment in certain circumstances, for a period commencing on the completion of a Business Combination and ending July 12, 2012.

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Table of Contents

Juniper Partners Acquisition Corp.
(a corporation in the development stage)
Notes to Unaudited Financial Statements

The Company has issued an option, for $100, to HCFP/Brenner Securities LLC, the representative of the underwriters in the Offering, to purchase up to 12,500 Series A Units at an exercise price of $17.325 per unit and/or up to 62,500 Series B Units at an exercise price of $16.665 per unit. The Series A Units and Series B Units underlying the UPO will be exercisable in whole or in part solely at HCFP's discretion, commencing on the consummation of a Business Combination and will expire on July 12, 2010. The fair value of the option, inclusive of the receipt of the $100 cash payment, was accounted as an expense of the Offering resulting in a charge directly to stockholders' equity. The option may be exercised for cash or on a ‘‘cashless’’ basis, at the holder's option, such that the holder may use the appreciated value of the option (the difference between the exercise prices of the option and the underlying warrants and the market price of the units and underlying securities) to exercise the option without the payment of any cash. Each of the Series A Units and Series B Units are identical to the Series A Units and Series B Units sold in the Offering, except that the exercise price of the Class W Warrants and Class Z Warrants underlying the Series A Units and Series B Units shall only be exercisable until July 12, 2010.

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Table of Contents

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the Company's Unaudited Financial Statements and footnotes thereto contained in this report.

FORWARD LOOKING STATEMENTS

The statements discussed in this Report include forward looking statements that involve risks and uncertainties detailed from time to time in the Company's reports filed with the Securities and Exchange Commission.

ORGANIZATION

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

Recent Events

On August 15, 2006, we entered into a stock purchase agreement to acquire all of the outstanding shares of common stock of Firestone Communications, Inc. (‘‘Firestone’’) (the ‘‘Merger’’). The agreement with Firestone specifies that the total purchase price for the Firestone shares will be 2,800,000 shares of common stock, to be adjusted based on the amount of certain Firestone outstanding payables upon consummation of the Merger, and warrants to purchase 250,000 shares of Juniper Common Stock. After giving effect to the Merger and assuming there is no downward adjustment for trade payables and that no Juniper Class B common stockholder votes against the Merger and converts his or her shares to cash, the existing Juniper stockholders will own approximately 55% of the then issued and outstanding common stock of the combined company. Further contingent consideration may be issued to Firestone shareholders based on the achievement of certain future milestones of the combined company.

The proposed Merger is subject to, among other things, the filing of definitive proxy materials with the Securities and Exchange Commission and approval of the Merger by our Class B stockholders. We filed a Joint Proxy Statement/Form S-4 Registration Statement with the SEC on September 21, 2006 and an amendment to such filing on November 6, 2006. There can be no assurance that the Merger will be consummated.

RESULTS OF OPERATIONS

Net income for the three months ended September 30, 2006 of $45,974 consisted of interest income on the Trust Fund investment of $189,061 and interest on cash and cash equivalents of $2,742, offset by general and administrative expenses of $121,829 which includes $7,000 related to Delaware Franchise tax, $22,500 related to an administrative services agreement with an affiliate of a stockholder, $41,425 of professional fees, insurance expense of $22,065 and other expenses of $28,839, and $24,000 for income taxes.

Net loss for the three months ended September 30, 2005 of $(4,693) consisted of interest income on the Trust Fund investment of $98,286 and interest on cash and cash equivalents of $2,385, offset by general and administrative expenses of $105,364, which includes $19,000 related to Delaware Franchise tax and $22,500 related to an administrative services agreement with an affiliate of a stockholder, $17,708 of insurance expense and other expenses of $46,156.

Net income for the nine months ended September 30, 2006 of $97,598 consisted of interest income on the Trust Fund investment of $510,032 and interest on cash and cash equivalents of $18,164, offset by general and administrative expenses of $378,598 which includes $22,000 related to Delaware Franchise tax, $67,500 related to an administrative services agreement with an affiliate of a stockholder, $143,674 of professional fees, insurance expense of $64,565 and other expenses of $80,859, and $52,000 for income taxes.

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Net loss for the period from February 3, 2005 (inception) through September 30, 2005 of $(13,142) consisted of interest income on the Trust Fund investment of $98,286 and interest on cash and cash equivalents of 2,385, offset by general and administrative expenses of $113,813, which includes $19,000 related to Delaware Franchise tax and $22,500 related to an administrative services agreement with an affiliate of a stockholder, insurance expense of $17,708 and other expenses of $54,605.

Net income for the period from February 3, 2005 (inception) through September 30, 2006 of $112,759 consisted of interest income on the Trust Fund investment of $737,283 and interest on cash and cash equivalents of $27,018, offset by general and administrative expenses of $590,142, which includes $48,151 related to Delaware Franchise tax, $112,500 related to an administrative services agreement with an affiliate of a stockholder, $199,588 of professional fees, insurance expense $103,523 and other expenses of $126,380, and $61,400 for income taxes.

We consummated our initial public offering of 250,000 Series A units and 1,250,000 Series B units on July 20, 2005. On July 29, 2005, we consummated the closing of an additional 16,000 Series A Units and 187,500 Series B Units that were subject to the over-allotment option. On August 26, 2005, we consummated the closing of an additional 8,000 Series A Units that were subject to the over-allotment option. Proceeds from our initial public offering were $15,603,823, net of underwriting and other expenses of $1,791,927, of which $14,518,750 was deposited into the Trust Fund. The remaining proceeds are available to be used by us to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. We may use substantially all of the net proceeds of our initial public offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the Trust Fund as well as any other net proceeds not expended will be used to finance the operations of the target business.

Our current cash position is approximately $203,000. We have outstanding payables, accrued acquisition costs and other accrued expenses of approximately $321,000 at September 30, 2006, and accordingly our short term liabilities exceed our available cash position by approximately $118,000. We have reached agreement with certain service providers on deferral of payment of fees until the closing of the Merger. If the Merger is not approved by our Class B stockholders and accordingly the entire Trust Fund is distributed to such Class B stockholders, we may not have sufficient funds available to satisfy all of our obligations.

Commencing on July 13, 2005 and ending upon the acquisition of a target business, we began incurring a fee from Hidden Treasures, Inc., an affiliate of Stuart Rekant, our chairman of the board and chief executive officer, and Paul Kramer, a member of our Board of Directors, of $7,500 per month for providing us with office space and certain general and administrative services. In addition, in February 2005, the Company issued a $81,250 non-interest bearing, unsecured note payable to Hidden Treasures, Inc. The note was repaid in full on July 21, 2005 from the proceeds of the offering.

In connection with our initial public offering, we issued an option, for $100, to HCFP/Brenner Securities LLC to purchase up to 12,500 Series A units at an exercise price of $17.325 per unit and/or up to 62,500 Series B units at an exercise price of $16.665 per unit. The Series A units and Series B units included in this option were identical to the units issued in our initial public offering except that the exercise price of the warrants included in the units is $5.50 per share and the Class Z warrants shall be exercisable by the holder until July 12, 2010. We accounted for the fair value of the option, inclusive of the receipt of the $100 cash payment, as an expense of the offering resulting in a charge directly to stockholders' equity. We estimated that the fair value of this option was approximately $220,000 using a Black-Scholes option-pricing model. The fair value of the option granted was estimated as of the date of grant using the following assumptions: (1) expected volatility of 44.5%, (2) risk-free interest rate of 3.89% and (3) contractual life of 5 years. The option may be exercised for cash or on a ‘‘cashless’’ basis, at the holder's option, such that the holder may use the appreciated

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value of the option (the difference between the exercise prices of the option and the underlying warrants and the market price of the units and underlying securities) to exercise the option without the payment of any cash.

ITEM 3.    CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2006. Based upon their evaluation, they concluded that our disclosure controls and procedures were effective.

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

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

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PART II.

OTHER INFORMATION

ITEM 2:    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 20, 2005, we consummated our initial public offering of 250,000 Series A units, with each Series A unit consisting of two shares of our common stock, five Class W warrants and five Class Z warrants, each to purchase one share of our common stock at an exercise price of $5.00 per share, and 1,250,000 Series B units, with each Series B unit consisting of two shares of our Class B common stock, one Class W warrant and one Class Z warrant. On July 29, 2005, we closed on an additional 16,000 Series A units and 187,500 Series B units that were subject to the over-allotment option. On August 26, 2005, we consummated the closing of an additional 8,000 Series A Units that were subject to the over-allotment option. The Series A Units were sold at an offering price of $10.50 per Series A Unit and the Series B Units were sold at an offering price of $10.10 per Series B Unit, generating total gross proceeds of $17,395,750. HCFP/Brenner Securities LLC acted as representative of the underwriters for the initial public offering. The securities sold in the offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-123050). The Securities and Exchange Commission declared the registration statement effective on July 13, 2005.

We paid a total of $1,791,927 in underwriting discounts and commissions related to the offering.

After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering were approximately $15,603,823, of which $14,518,750 was deposited into the trust account and the remaining proceeds are available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

For a description of the use of the proceeds generated in our initial public offering, see Part I, Item 2 of this Form 10-QSB.

ITEM 6:    EXHIBITS

(a)    Exhibits:

31.1 – Section 302 Certification by CEO

31.2 – Section 302 Certification by CFO

32.1 – Section 906 Certification by CEO

32.2 – Section 906 Certification by CFO

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SIGNATURES

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


  JUNIPER PARTNERS
ACQUISITION CORP.
Dated: November 13, 2006  
  /s/ Stuart B. Rekant
  Stuart B. Rekant
Chairman of the Board and Chief Executive Officer
  /s/ Robert B. Becker
  Robert B. Becker
Chief Financial Officer, Treasurer and Secretary

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