-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R41sXi+7RhBDA57IhNHhzpJg+VpUI1zYgoc5qOiuyz3jOJ4qUUiICGm/RIFM5yu6 w7gUOAuJJtovdUS1vinKMg== 0001169232-03-005331.txt : 20030819 0001169232-03-005331.hdr.sgml : 20030819 20030819151639 ACCESSION NUMBER: 0001169232-03-005331 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUNIPER GROUP INC CENTRAL INDEX KEY: 0000864921 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112866771 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-19170 FILM NUMBER: 03855601 BUSINESS ADDRESS: STREET 1: 111 GREAT NECK RD STE 604 CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 5168294670 MAIL ADDRESS: STREET 1: 111 GREAT NECK ROAD STREET 2: STE 604 CITY: GREAT NECK STATE: NY ZIP: 11021 FORMER COMPANY: FORMER CONFORMED NAME: JUNIPER FEATURES LTD DATE OF NAME CHANGE: 19930328 10QSB 1 d56749_10qsb.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 ------------------------------------------------- Commission file number 0-19170 JUNIPER GROUP, INC. ------------------------------------------------------------------------------ (Exact name of small business issuer as specified in its charter) Nevada 11-2866771 - ------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 111 Great Neck Road, Suite 604, Great Neck, New York 11021 - ------------------------------------------------------------------------------- (Address of principal executive offices) (516) 829-4670 - ------------------------------------------------------------------------------- (Issuer's telephone number) As of August 15, 2003, 2,287,976 shares of our common stock, par value, $.001, were outstanding. Transitional Small Business Disclosure Format: Yes No X --- --- JUNIPER GROUP, INC. FORM 10-QSB - INDEX PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Pages ----- Consolidated Balance Sheets at June 30, 2003 (unaudited) and December 31, 2002 (audited) 2 Consolidated Statements of Income for the Three Month Periods Ended June 30, 2003 and 2002 (unaudited) 3 Consolidated Statements of Income for the Six Month Periods Ended June 30, 2003 and 2002 (unaudited) 4 Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 2003 and 2002 (unaudited) 5 Consolidated Statement of Shareholders' Equity for the Six Month Period Ended June 30, 2003 (unaudited) 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis or Plan of Operation 13 Item 3. Controls and Procedures 19 PART II. OTHER INFORMATION Item 1. Legal Proceedings 20 Item 2. Changes in Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Submission of Matters to a Vote of Security Holders 21 Item 5. Other Information 21 Item 6. Exhibits and Reports on Form 8-K 21 Signatures 22 1 PART I - FINANCIAL INFORMATION ITEM 1: Financial Statements JUNIPER GROUP, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS June December ASSETS 30, 2003 31, 2002 --------- --------- (Unaudited) (Audited) Current Assets Cash............................................ $ 8,832 $ 6,889 Accounts receivable - trade..................... 156,366 194,382 Prepaid expenses and other current assets....... 557,422 668,031 ---------- ---------- Total current assets ......................... 722,620 869,302 Film licenses .................................. 2,285,190 2,328,659 Property and equipment net of accumulated depreciation of $432,471 and $345,483 respectively ................................. 583,443 445,876 Other investments............................... 417,365 366,115 Goodwill ....................................... 209,106 209,106 Other assets.................................... 4,724 3,032 ----------- ----------- $ 4,222,448 $ 4,222,090 ============ =========== LIABILITIES AND SHAREHOLDER'S EQUITY Current Liabilities: Accounts payable and accrued expenses........... $ 830,062 $ 1,011,562 Notes payable - current......................... 191,084 193,021 Due to officer ................................. 153,435 220,639 Due to shareholders............................. 7,000 7,000 ----------- ----------- Total current liabilities .................... 1,181,581 1,432,222 Notes payable - long term ...................... 493,661 188,559 Due to producers - long term ................... 911 911 ----------- ------------ Total liabilities ............................ 1,676,153 1,621,692 Shareholder's Equity 12% Non-voting convertible redeemable preferred stock: $.10 par value, 875,000 shares authorized 25,357 and 26,857 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively: aggregate liquidation preference, $50,714 and $53,714, at June 30, 2003, and December 31, 2002, respectively.............. 2,536 2,686 Common Stock - $.001 par value, 75,000,000 shares authorized, 1,848,231 and 573,541 issued and outstanding at June 30, 2003 and December 31, 2002, respectively ......................... 1,848 573 Capital contributions in excess of par: Attributed to preferred stock................... 22,606 23,943 Attributed to common stock ..................... 18,879,819 17,680,057 Retained earnings (deficit)...................... (16,258,858) (15,003,683) Preferred stock dividend payable................. 3,344 1,822 ----------- ---------- 2,651,295 2,705,398 Less: Note for subscription receivable............ (105,000) (105,000) ----------- ----------- Total shareholders' equity ....................... 2,546,295 2,600,398 ----------- ----------- $ 4,222,448 $ 4,222,090 ============ =========== See Notes to Consolidated Financial Statements 2 JUNIPER GROUP, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, 2003 2002 ------------- ------------- Revenues: Entertainment and Technology Services........ $ 283,173 $ 189,478 Healthcare .................................. - - ---------- ---------- 283,173 189,478 ---------- ---------- Operating Costs: Entertainment and Technology Services........ 393,819 165,682 Healthcare .................................. - - Selling, general and administrative expenses. 606,918 520,693 Revaluation of film licenses ................ 28,469 28,470 Preferred stock dividend..................... 1,521 3,042 ---------- ---------- 1,030,727 717,887 ---------- ---------- Net income (loss) ........................... $ (747,554) $ (528,409) ========== ========== Weighted average number of shares outstanding 1,100,208 122,533 ========== ========== Per share data: Basic and diluted net income (loss).......... $ (0.68) $ (4.32) ========== ========== See Notes to Consolidated Financial Statements 3 JUNIPER GROUP, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Six Months Ended June 30, 2003 2002 ------------- ------------- Revenues: Entertainment and Technology Services........ $ 577,929 $ 358,741 Healthcare .................................. - - ---------- --------- 577,929 358,741 ---------- --------- Operating Costs: Entertainment and Technology Services........ 742,431 293,002 Healthcare .................................. - - Selling, general and administrative expenses... 1,030,962 1,066,772 Revaluation of film licenses .................. 56,938 56,939 Preferred stock dividend....................... 3,043 3,042 ---------- ---------- 1,833,104 1,419,755 ---------- ---------- Net income (loss) ............................. $(1,255,175) $(1,061,014) ========== ========== Weighted average number of shares outstanding.. 960,537 107,717 ========== ========== Per share data: Basic and diluted net income (loss)............ $ (1.31) $ (9.86) ========== ========== See Notes to Consolidated Financial Statements 4 JUNIPER GROUP, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2003 2002 ------------- ----------- Operating Activities: Net income (loss) $(1,255,175) $(1,061,014) Adjustments to reconcile net cash provided by operating activities: Depreciation and amortization expense......... 86,898 47,713 Loss on disposition of fixes assets........... 8,454 14,633 Allowance for doubtful accounts............... - 48,845 Payment of various liabilities with equity ... 69,188 371,266 Payment of employees'and consultants compensation with equity.................... 390,310 124,549 Preferred stock dividend declared............. 1,522 3,042 Revaluation of film licenses ................. 43,469 56,939 Changes in operating assets and liabilities: Accounts receivable .......................... 38,016 (65,505) Prepaid expenses and other current assets .... 110,609 72,688 Other assets ................................. (1,692) (1,066) Due to/from officers and shareholders ........ (67,204) (29,534) Accounts payable and accrued expenses ........ (181,502) 125,191 ----------- ----------- Net cash provided from (used for) operating activities ................................... (757,107) (302,862) ----------- ----------- Investing activities: Purchase of equipment ........................ (134,141) (54,834) ------------ ----------- Net cash provided from (used for) investing activities ................................... (134,141) (54,834) ------------ ---------- Financing activities: Reduction in borrowings ...................... (32,734) (70,636) Proceeds from borrowings...................... 449,060 12,558 Investments in subsidiaries................... ( 51,250) - Proceeds from private placements ............. 528,115 453,400 ------------ ---------- Net cash provided from (used for) financing Activities ................................. 893,191 395,322 ------------ ----------- Net increase (decrease) in cash .............. 1,943 37,626 Cash at beginning of period .................. 6,889 12,135 ------------ ----------- Cash at end of period ........................ $ 8,832 $ 49,761 ============ =========== Supplemental cash flow information: Interest paid ................................ $ 21,532 $ 15,245 =========== ========== See Notes to Consolidated Financial Statements 5 JUNIPER GROUP, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
Preferred Stock Common Stock --------------------------- --------------------- Capital Capital Contributions Contributions Retained Par Value in Excess Par Value in Excess Earnings at $.10 of Par at $.001 of Par (Deficit) ------------- --------------- -------------- ------------ ------------ Balance, December 31, 2002 $ 2,686 $ 23,943 $ 573 $17,680,057 $(15,003,683) Conversion of Preferred stock to common stock (150) (1,337) 1 1,486 - Shares issued as payment for: Various Expenses - - 50 50,218 - Compensation to Employees/Consultants - - 220 390,089 - Various liabilities - - 253 165,004 - Payment for fixed assets - - 87 65,515 - Private Placement - - 664 527,450 - Net (loss) for the six months Ended June 30, 2003 - - - - (1,255,175) ---------- ---------- ------------ ----------- ------------ Balance, June 30, 2003 $ 2,536 $ 22,606 $ 1,848 $18,879,819 $(16,258,858) ========== ========= ============ =========== ============
See Notes to Consolidated Financial Statements 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - Basis Of Presentation The interim financial statements included herein have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to SEC rules and regulations; nevertheless, management of 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 thereto as of December 31, 2002 included in the Company's Form 10-KSB filed with the SEC. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company with respect 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. Recapitalization On May 27, 2003, the Company's shareholders approved a reverse stock split of the Company's common stock, up to a one-for-ten ratio. Accordingly, the Board of Directors authorized a one-for-eight reverse stock split effective June 5, 2003. Unless stated otherwise, all amounts from prior periods have been restated after giving effect to the reverse stock split. NOTE 2 - Summary of Significant Accounting Policies Description of Business The Company's principal businesses are composed of two segments: 1) entertainment and technology services and 2) healthcare. (1) Entertainment and Technology Services: The entertainment and technology operations are conducted through two wholly owned subsidiaries of Juniper Entertainment, Inc., ("JEI") which is a wholly owned subsidiary of the Company. (2) Healthcare: The healthcare operations are conducted through three wholly owned subsidiaries of Juniper Medical Systems, Inc. ("JMSI"), which is a wholly owned subsidiary of the Company. Since 2000, the Company curtailed its efforts in the healthcare business to commit and focus its resources on the growth of the Broadband Internet technology services, which during that time, the Company believes was the most efficient and cost effective strategy for the Company to maximize revenue. Accordingly, from 2000 through June 30, 2003, no services were performed by the JMSI subsidiaries. With regard to Juniper Pictures, Inc., another wholly owned subsidiary of the Company, however, $15,000 in revenue was recognized in the first six months of 2003 and in August 2003, the Company hired a President. Entertainment and Technology Services: a) Broadband Technology Services Juniper Internet Communications Inc. ("JINI"): The Company's technology segment is conducted through Juniper Internet Communications, Inc. 7 JINI's emphasis in technology and broadband focuses on the provision of services to leading Broadband Internet Service Providers such as Cable companies, DSL, Satellite and Wireless services providers, and manufacturers of electronic equipment used by these providers. JINI's ongoing contractual services are principally provided in various locations in and around the New York Metropolitan area, and it supports integration and installation projects as required throughout the Northeastern United States. JINI provides connections to homes subscribing to the Cable companies and businesses subscribing to DSL companies' Broadband services. JINI services are provided under subcontracts with the Cable companies and the DSL providers to provide these services. Specific services provided by JINI, include systems integration, hardware and software installation, security software installation, email and browser application installation and end-user training orientation. b) Entertainment Juniper Pictures, Inc. ("Pictures") has historically engaged in the acquisition, exploitation and distribution of rights to films to the various media (i.e., Internet and audio streaming, home video, pay-per view, pay television, cable television, networks and independent syndicated television stations) in the domestic and foreign marketplace. In August 2003, the Company engaged a new President for Pictures. The Company expects this new President will put together an experienced team and bring working capital to resuscitate this subsidiary's operations. Healthcare PartnerCare, Inc. ("PCI") is a managed care revenue enhancement company providing various types of services such as: Managed Care Revenue Enhancement, Comprehensive Pricing Reviews to newly evolving integrated hospitals, and Write-off Review, appeals of any third party rejections, denials of accounts, including commercial insurance, managed care, Medicare, Medicaid, Champus, etc. However, since 2001, PCI has not performed any services. Principles of Consolidation The consolidated financial statements include the accounts of all subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 8 Financial Instruments The estimated fair values of accounts receivable, accounts payable and accrued expenses approximate their carrying values because of the short maturity of these instruments. The Company's debt (i.e. Due to Producers, Notes Payable 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. Concentration of Credit Risk Financial instruments which potentially subject the Company to significant concentrations of credit risk are principally trade accounts receivable. Concentration of credit risk with respect to the entertainment and technology services segment are primarily subject to the financial condition of the segment's two largest customers, Cablevision and Time Warner. Film Licenses Film costs are stated at the lower of estimated net realizable value determined on an individual film basis, or cost, net of amortization. Film costs represent the acquisition of film rights for cash and guaranteed minimum payments. Producers retain a participation in the profits from the sale of film rights, however, producers' share of profits is earned only after payment to the producer exceeds the guaranteed minimum, where minimum guarantees exist. In these instances, the Company records as participation expense an amount equal to the producer's share of the profits. The Company incurs expenses in connection with its film licenses, and in accordance with license agreements, charges these expenses against the liability to producers. Accordingly, these expenses are treated as payments under the film license agreements. When the Company is obligated to make guaranteed minimum payments over periods greater than one year, all long term payments are reflected at their present value. Accordingly, in such case, original acquisition costs represent the sum of the current amounts due and the present value of the long term payments. The Company maintains distribution rights to three 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. Amortization of Intangibles Film Licenses 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. Goodwill Intangible assets at June 30, 2003 consist primarily of goodwill and film licenses. In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". 9 Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually, or more frequently if impairment indicators arise, for impairment. Furthermore, under SFAS No. 142, separable intangible assets that are not deemed to have an indefinite life will be amortized over their useful lives. The Company adopted SFAS No. 142 effective January 1, 2002. Upon adoption, the Company ceased the amortization of goodwill. Property and Equipment 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. Recognition of Revenue from License Agreements Revenue from licensing agreements is recognized when the license period begins and the licensee and the Company become contractually obligated under a noncancellable 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. Operating Costs Operating costs include costs directly associated with earning revenue and include salary or fees and travel expenses of the individuals performing the services, and sales commissions. Net Income Per Common Share The provisions of SFAS No. 128 "Earnings per Share," which require 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 2003 and 2002, net income per common share and net income per common share-assuming dilution are equal. NOTE 3 - Accounts Payable and Accrued Expenses At June 30, 2003 and December 31, 2002, respectively, accounts payable and accrued expenses consisted primarily of legal fees of $35,000 and $58,000, payroll taxes of $354,700 and $393,000, and regulatory fees of $72,900 and $62,000, respectively. Other accruals relate to selling, general and administrative expenses incurred in the normal course of business. NOTE 4 - Film Licenses At June 30, 2003 and December 31, 2002, film licenses amounted to $2,285,190 and $2,328,659, respectively. These reflect the lower of the Company's original acquisition price less accumulated amortization for the distribution rights to 77 film licenses or fair market value. The Company has directed predominantly all its time and efforts toward building JINI's business. Since early 1995, due to the limited availability of capital, personnel and resources, the volume of film sales activity was significantly diminished. Although the Company's resources and capital remain limited, the Company has begun directing efforts toward re-establishing a foothold in the film industry. In August 2003, the Company hired a President for its Pictures subsidiary. 10 NOTE 5 - Shareholders' Equity On May 27, 2003, at the Company's annual shareholder meeting, the shareholders approved a reverse stock split of up to one-for-ten. Accordingly, the Board of Directors authorized a one-for-eight reverse stock split. Unless stated otherwise, all shares and share prices have been adjusted for the one-for-eight reverse stock split, which became effective June 5, 2003. Throughout 2003 and 2002, the Company issued common stock through various private placements. The prices at which the shares were negotiated and sold varied, depending upon the bid and ask prices of the Company's common stock quoted on the NASDAQ stock exchange. In the aggregate, the Company received approximately $528,100 through the six months ended June 30, 2003 for approximately 664,700 shares of common stock. Convertible Preferred Stock The Company's 12% non-voting convertible Preferred Stock entitles the holder to dividends equivalent to a rate of 12% of the Preferred Stock liquidation preference of $2.00 per annum (or $.24 per annum) per share payable quarterly on March 1, June 1, September 1, December 1 in cash or common stock of the Company having an equivalent fair market value. At June 30, 2003, 25,357 shares of the Preferred Stock were outstanding. During 2003, 1,500 shares of the Preferred Stock were converted to common shares. On January 14, 2003, the Board of Directors authorized the quarterly payment of preferred stock dividends, which accrue throughout the year ending December 31, 2003. NOTE 6 - Commitments and Contingencies License Agreements In some instances, film licensors have retained an interest in the future sale of distribution rights owned by 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 expires on April 30, 2005, and that 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. Additionally, the employment agreement provides that Mr. Hreljanovic may receive shares of the Company's common stock as consideration for, among other things, raising funds for the Company. Due to a working capital deficit, the Company is unable to pay his entire salary in cash. Mr. Hreljanovic has agreed to forego a portion of his salary for 2003. Pursuant to his employment agreement and in the best interests of the Company, in lieu of cash, Mr. Hreljanovic has agreed to accept the issuance of shares of the Company's common stock as a part of the payment for unpaid salary of 2003, which is under the Equity Incentive Plan. In 2003, the Company issued 46,518 shares of common stock valued at $62,600 as payment of Mr. Hreljanovic's net salary. During the second quarter of 2003, Mr. Hreljanovic forgave $30,149 of his salary. Accordingly, to that extent, the financials reflect no compensation or accrual for such salary for Mr. Hreljanovic during this period. Preemptive Rights Prior to 1997, the Company issued shares of its common stock on a number of occasions without offering preemptive rights to existing Shareholders or procuring waivers of their preemptive rights. 11 No Shareholder has alleged any damage resulting to him as a result of the sale of shares of Common Stock by the Company without offering preemptive rights. The amount of damages incurred by Shareholders by reason of the failure to offer preemptive rights, if any, is not ascertainable with any degree of accuracy. The Company believes that if any such claims were asserted, the Company may have valid defenses. Going Concern As shown in the accompanying financial statements, the Company's revenue increased to $577,900 through the second quarter of 2003, from $358,700 in the second quarter of 2002. Although revenue increased from the comparable prior- year interim period, the Company is still incurring net losses and maintains a negative working capital. Net loss was approximately $1,255,000 in the first half of 2003, and approximately $1,061,000 in the first half of 2002. Working capital was approximately negative $459,000 at June 30, 2003, and negative 563,000 at December 31, 2002. During 2003, 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 $829,000 for working capital and for the payment of debt through loans or the sale of unregistered securities (convertible debentures, notes payable and common stock). Among the obligations that the Company has not had sufficient cash to pay is its payroll, payroll taxes and the funding of its subsidiary. 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, a plan of payment is currently being negotiated. During the first six months of 2003, the Company paid approximately $218,000 for past due payroll taxes. The fact that the Company continued to sustain losses in 2003, has negative working capital at June 30, 2003 and still requires additional sources of outside cash to sustain operations, continues to create uncertainty about the Company's ability to continue as a going concern. The Company has developed a plan to reduce its liabilities and improve cash flow through expanding operations 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 2003 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. NOTE 7 - Income Taxes For the six months ended June 2003 and 2002, no provision was made for Federal and state income taxes due to the losses incurred during these periods. As a result of losses incurred through December 31, 2002, the Company has net operating loss carryforwards of approximately $12,520,000. NOTE 8 - Subsequent Events From July 1, 2003 through August 8, 2003, the Company raised approximately $187,300 from the issuances of loans. Additionally, during this period, the Company issued 614,745 shares of common stock in connection with salary and consulting fees of 439,745 shares, and satisfaction of debt of 175,000 shares. 12 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ----------------------------------------------------------- The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Company's consolidated financial statements and the accompanying notes thereto included herein, and the consolidated financial statements included in its 2002 annual report on Form 10-KSB. This Quarterly Report on Form 10-QSB includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. 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. Such forward-looking statements generally are based upon the Company's best estimates of future results, performance or achievement, based upon current conditions, and based upon the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as "may", "will," "expect," "believe," "estimate," "anticipate," "continue" or similar terms, variations of those terms or the negative of those terms. Potential risks and uncertainties include, among other things, such factors as: - - continued historical lack of profitable operations; - working capital deficit; - - the need to raise additional capital to fund operations and growth; - - the success of the expansion into the Broadband integration business, and the ability to provide adequate working capital required for this expansion, and dependence thereon; - - 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, including healthcare, entertainment and broadband technology; - - the ability to attract and retain qualified personnel, particularly the Company's CEO; the president of Juniper Internet Communications, Inc. subsidiary; - - the effect on our financial condition of delays in payments received from third parties; - - the ability to manage a new business with limited management; - rapid technological changes; - economic conditions; and - other factors set forth in our other filings with the Securities and Exchange Commission. OVERVIEW Juniper Group, Inc.'s (the "Company") businesses are composed of two (2) segments: 1) entertainment and technology services; and 2) healthcare. The Company and its subsidiaries operate their business from the Company's Great Neck, New York location. 1. Entertainment and Technology Services: The entertainment and technology operations are conducted through two wholly owned subsidiaries of Juniper Entertainment, Inc., (JEI") which is a wholly owned subsidiary of the Company. 2. Healthcare: The healthcare operations are conducted through two wholly owned subsidiaries of Juniper Entertainment, Inc. ("JEI"), which is a wholly owned subsidiary of the Company: 13 Broadband Technology Services Juniper Internet Communications, the Company's Broadband Installations business, continues to expand its integration and support of broadband connectivity in residential and business environments under local, regional and nationwide contracts with Cable companies, DSL and Wireless network service providers and equipment vendors. JINI also provides logistics services for these Broadband Internet services providers. JINI's Cable, Satellite and Wireless services opportunities to support residential customers continue to be strong, but its DSL activity which is primarily focused on corporate customers has until recently been impacted by the weakness in the business sector of the economy and the overall weakness of the telecommunications industry. JINI is beginning to see indications that this sector is beginning to rebound, and will devote increasing efforts to increase its services in this market segment. JINI continued support for Cablevision in the New York Metropolitan area and in nearby Monmouth, NJ and Suffolk, NY counties has been particularly good during the current quarter. JINI also continues to provide services to Time Warner in areas north of the New York Metropolitan area, servicing the Time Warner Cable Liberty Division. JINI's service performance in support of Cablevision and Time Warner has been strong, as measured by the Company's customers. JINI has outperformed older, more established competitors supporting Cablevision and has been selected to provide services previously performed by these companies. JINI has increased its presence in these key accounts and the Cablevision customer has requested JINI to provide additional technicians and vehicles in the third quarter of this year, supporting Digital Cable, and Broadband Internet installations. JINI's continuing opportunity to exploit the Cablevision demand for its services within the New York Metropolitan area and to take advantage of future Cablevision and Time Warner and Comcast opportunities may be limited by a number of factors. These include its ability to finance continuing growth in vehicles, tools and test equipment, and to fund technician recruitment and training and the financing of receivables from its expansion of its high quality technician services for Cablevision To maximize capital availability for new services the Company evaluates opportunities for services to its customers based on their capital investment requirements and their potential margin contributions, and their accounts receivables payment practices. To maximize capital availability for new services the Company evaluates opportunities for services to its customers based on their capital investment requirements, their potential margin contributions and their accounts receivables payment practices. Outstanding receivables from our current customers are continuously evaluated for their collectibility. Entertainment Juniper Pictures, Inc. ("Pictures") Pictures will implement a plan to exploit existing libraries in the domestic DVD marketplace, as well as pursue licensing the existing titles in the emerging technologies of Video on Demand ("VOD"). Pictures will also pursue expanding the existing library with additional titles. Since 2000, the Company curtailed its efforts, accordingly, Pictures did not generate revenue throughout 2001 and generated a small amount or revenue in 2002. Pictures did generate $15,000 of revenue in the first quarter of 2003 as a settlement for the unauthorized sale of one of its film licenses. 14 Pictures acquires its domestic and/or foreign distribution rights to films for a license period that typically spans between 10 and 20 years, during which time Pictures has the right to distribute such films in various media (Internet video streaming, video, pay cable, syndication and free TV). Pictures earns a distribution fee, which is based upon a percentage of gross receipts received for the license. Healthcare PartnerCare, Inc. ("PCI") Due to the Company's focus on its technology segment, little time and resources have been allocated to the business of PCI. Accordingly, since calendar 2000, no services were performed by this subsidiary. Juniper Healthcare Containment Systems, Inc. ("Containment") Containment is a company capable of developing and providing full service healthcare networks for insurance companies and managed care markets in the Northeast U.S. Due to the Company's focus on its technology segment, little time and resources have been allocated to the business of Containment. Accordingly, since calendar 2000, no services were performed by this subsidiary. RESULTS OF OPERATIONS Three Months Ended June 30, 2003 Vs Three Months Ended June 30, 2002 - ---------------------------------------------------------------------- The entertainment and technology segment recognized revenue of $283,200 in the second quarter of 2003 compared to $189,500 in the second quarter 2002. Revenue in this segment was attributable to JINI. The increase in revenue of JINI was the result of the Company's focus of its resources on the growth of JINI. JINI's growth was primarily in its cable services segment as JINI's DSL services were affected by the general slowdown in the business and telecommunications sectors of the Company's market. The Company is currently utilizing its resources to build the technology portion of its business, and has not devoted resources toward the promotion and solicitation of its film licenses in 2003. However, the Company has employed a new President to help market and merchandise the existing film library, as well as increasing the library with new product, to newly evolving markets as well as existing markets that are not currently under license. Certain of the Company's films that generated revenue when the contracts were signed are still under license and are currently being aired by the licensees. There was no revenue related to the Company's Healthcare business in the second quarter of 2003 and 2002. The lack of revenue was predominately attributed to an overall redirection of the efforts of the Company toward establishing the business of JINI and to secure market penetration for that business. During the period December 2000 through August 2003, all operations of the Company, other than JINI, were substantially less than that of JINI and, accordingly, recognized a significant reduction in activity. The entertainment and technology segment recognized operating costs of $393,800 in the second quarter of 2003, compared to $165,700 in the second of 2002, which was all attributable to the technology service business. This increase is the result of the growth of JINI's business during this last year and the successful development of the broadband connectivity business. Due to the lack of revenue from the Company's healthcare business, there were no Healthcare operating costs in the second quarters of 2003 and 2002. 15 Selling, general and administrative expenses increased from $520,700 in the second quarter of 2002 to $606,900 in the second quarter of 2003, a 17% increase. This increase is primarily due to increased salaries which resulted from payroll and payroll related taxes. Of the $606,900 in selling, general and administrative expenses for the second quarter of 2003, approximately $179,500 or 30%, was attributable to the operations of JINI. Substantially all the remaining selling, general and administrative expenses (approximately $406,000) is attributable to the Parent Company. Included in total selling, general and administrative expenses were the following non-cash expenses: salary and consulting fees of approximately $154,400 paid with common stock, and depreciation and amortization of approximately $43,700. The Other Expenses were primarily attributed to consulting fees paid to individuals assisting the Company in seeking mergers and acquisitions and developing the healthcare market. These fees were paid in common stock. Six Months Ended June 30, 2003 Vs Six Months Ended June 30, 2002 - ---------------------------------------------------------------------- The entertainment and technology segment recognized revenue of $577,900 in the first half of 2003 compared to $358,700 in the first half 2002. Of the revenue in this segment, $562,900 was attributable to JINI. The increase in revenue of JINI was the result of the Company's focus of its resources on the growth of JINI and the services provided under the Cablevision contract. The Company is currently utilizing its resources to build the technology portion of its business, and has not devoted resources toward the promotion and solicitation of its film licenses in 2003. However, in August 2003, the Company engaged a President to head up Pictures to help market and merchandise the films to newly evolving markets as well as existing markets that are not currently under license. Certain of the Company's films that generated revenue when the contracts were signed are still under license and are currently being aired by the licensees. There was no revenue related to the Company's Healthcare business in the first half of 2003 and 2002. The lack of revenue was predominately attributed to an overall redirection of the efforts of the Company toward establishing the business of JINI and to secure market penetration for that business. During the period December 2000 through May 2003, all operations of the Company, other than JINI, were substantially less than that of JINI and, accordingly, recognized a significant reduction in activity. The entertainment and technology segment recognized operating costs of $742,400 in the first half of 2003, compared to $293,000 in the first half of 2002, which was all attributable to the technology service business. This increase is the result of the growth of JINI's business during this last year and the successful development of the broadband connectivity business. Due to the lack of revenue from the Company's healthcare business, there were no Healthcare operating costs in the first halves of 2003 and 2002. Selling, general and administrative expenses decreased from $1,066,800 in the first half of 2002 to $1,030,700 in the first half of 2003, a 3% decrease. This decrease is primarily due small increases and decreases which substantially offset each other. Of the $1,030,700 in selling, general and administrative expenses for the first half of 2003, approximately $350,900 or 34% was attributable to the operations of JINI. 16 Substantially all the remaining selling, general and administrative expenses (approximately $590,500) is attributable to the Parent Company. Included in total selling, general and administrative expenses were the following non-cash expenses: salary and consulting fees of approximately $390,300 paid with common stock, and depreciation and amortization of approximately $86,900. The Other Expenses were primarily attributed to consulting fees paid to individuals assisting the Company in seeking mergers and acquisitions and developing the healthcare market. These fees were paid in common stock. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- At June 30, 2003, the Company had a working capital deficit of ($454,800), compared to a working capital deficit of ($563,000) at December 31, 2002. The ratio of current assets to current liabilities was 0.61:1 at June 30, 2003, and 0.61:1 at December 31, 2002. Cash flow used for operations during the first six months of 2003 was $757,000, compared to cash flow used for operations during the first six months of 2002, of $302,900. The Company's operations in the first six months of 2003 were funded by the receipt of proceeds from the sale of 664,700 shares of common stock for approximately $528,100. The Company has incurred losses in the last several years and has funded its operations primarily from the sale of securities in private transactions. The Company plans to continue to expand JINI's Broadband service business and to invest the predominant portion of available resources in the effort. In May and June of 2003, the company began a doubling of its services to Cablevision's Suffolk County operations, and expects these services to reach a level of approximately 30 technicians in third quarter 2003, dedicated solely to Cablevision - Suffolk. The Company plans to expand its services for its current customer in the third quarter, and to negotiate additional support agreements with new customers during this period. Juniper Group is working to arrange additional vehicle and capital financing to support these new Broadband service opportunities. There can be no assurances that the Company will successfully arrange this additional financing or that the anticipated additional business opportunities will be successfully implemented or supported. The Company's subsidiary, JINI has recently added an experienced Regional Vice President of Broadband Service Sales, based in the Philadelphia area. This sales executive brings with him many contacts and a great depth of experience in relationship sales in the Broadband industry, particularly with Broadband vendors. The Company has also added a highly respected 20 year broadband veteran as Operations Manager for its key Cablevision service accounts in the New York area. The Company plans to continue to invest in the sales, operations and administrative talent needed to continue its highly successful services performance, and to support rapid growth of its Broadband Technology business. The Company's subsidiary, Pictures, in August, added an experienced film and television executive to revamp and ramp up Juniper Pictures division. He brings many contacts in the entertainment industry in Hollywood, New York and London that will enable us to take further advantage of our existing library as well pursue untapped opportunities for the titles in the library. We will also look for content provision opportunities as a production service entity for feature films and television product. There can be no assurances that we will experience immediate growth in this division or that business opportunities available will be successfully implemented or supported. 17 The Company believes that it may not have sufficient liquidity to meet its operating cash requirements for the current level of operations during the remainder of 2003. During the first six months of calendar 2003, the Company has raised approximately $528,100 from the sale of its common stock in private transactions. However, the Company will require additional financing to meet its operating objectives. Although the Company may be able to obtain external financing through the sale of its securities, there can be no assurance that financing will be available, or if available, that any such financing would be on terms acceptable to the Company. If the Company is unable to fund its operating cash flow needs, the Company may be required to substantially curtail operations. The Company currently does not have any bank lines of credit. Seasonality - ----------- Juniper Internet Communications continues to find that the residential Broadband business slows down in December and the early part of the year. This is complemented by heavy demand in the March through November period. Juniper Internet Communications corporate Broadband business, primarily for DSL providers, has been impacted more significantly by the slowdown of the economy and the telecommunications sector than by seasonality in the past year. Inflation - --------- The Company believes that inflation has generally not had a material impact on its operations. Backlog - ------- The Company has no Backlog. CRITICAL ACCOUNTING POLICIES - ---------------------------- Our significant accounting policies are described in Note 2 to the financial statements in Item 1 of the Quarterly Report. Our financial statements are prepared in accordance with principles generally accepted in the United States of America. The following policies, we believe, are our most critical accounting policies and are explained below. Principles of Consolidation The consolidated financial statements include the accounts of all subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Financial Instruments The estimated fair values of accounts receivable, accounts payable and accrued expenses approximate their carrying values because of the short maturity of these instruments. The Company's debt (i.e. Due to Producers, Notes Payable 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. Film Licenses Film costs are stated at the lower of estimated net realizable value determined on an individual film basis, or cost, net of amortization. Film costs represent the acquisition of film rights for cash and guaranteed minimum payments. Producers retain a participation in the profits from the sale of film rights, however, producers' share of profits is earned only after payment to the producer exceeds the guaranteed minimum, where minimum guarantees exist. In these instances, the Company records as participation expense an amount equal to the producer's share of the profits. The Company incurs expenses in connection with its film licenses, and in accordance with license agreements, charges these expenses against the liability to producers. Accordingly, these expenses are treated as payments under the film license agreements. When the Company is obligated to make guaranteed minimum payments over periods greater than one year, all long term payments are reflected at their present value. Accordingly, in such case, original acquisition costs represent the sum of the current amounts due and the present value of the long term payments. The Company maintains distribution rights to three 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. Amortization of Intangibles Film Licenses 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. 18 Goodwill Intangible assets at June 30, 2003 consist primarily of goodwill and film licenses. In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually, or more frequently if impairment indicators arise, for impairment. Furthermore, under SFAS No. 142, separable intangible assets that are not deemed to have an indefinite life will be amortized over their useful lives. The Company adopted SFAS No. 142 effective January 1, 2002. Upon adoption, the Company ceased the amortization of goodwill. Property and Equipment 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. Recognition of Revenue from License Agreements Revenue from licensing agreements is recognized when the license period begins and the licensee and the Company become contractually obligated under a noncancellable 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. Operating Costs Operating costs include costs directly associated with earning revenue and include salary or fees and travel expenses of the individuals performing the services, and sales commissions. Net Income Per Common Share The provisions of SFAS No. 128 "Earnings per Share," which require 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 2003 and 2002, net income per common share and net income per common share-assuming dilution are equal. ITEM 3. CONTROLS AND PROCEDURES At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Acting Chief Financial Officer, of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Acting Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. During the third quarter of 2003, there were no changes in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting. 19 PART II: OTHER INFORMATION Item 1. Legal Proceedings Reference is hereby made to Item 3 of our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002 filed on April 14, 2003, and to the references therein, for a discussion of the legal proceeding to which we or any of our subsidiaries are parties. There have been no material developments in any of these legal proceedings since the filing of our Form 10-KSB. Item 2. Changes in Securities and Use of Proceeds Unregistered Shares of Common Stock, $0.001 par value, issued in the second quarter of 2003 were as follows: No. Date Purchaser of Shares Consideration Exemption - ----------- --------- ---------- ----------------------------- --------- 4/1-6/30/03 Employees/ 125,197 Employees/Consultants accepted Consultants payment of compensation in common stock in lieu of cash payment of $154,385 4(2) 4/1-6/30/03 Vendors 12,500 Vendor accepted common stock in lieu of unpaid fees in the amount of $8,125 4(2) 6/27/03 Attorneys 18,750 Payment of legal fees accepted in common stock in the amount of $16,500 4(2) 4/18/03 Investment 4,376 Grant of common stock pursuant to Bankers Investment Banking Agreement in the amount of $2,844 4(2) 4/1-6/30/03 Various 236,686 Payment of capital lease expenses Liabilities in the amount of $46,275 and Notes Payable of $100,000 4(2) 4/1-6/30/03 Fixed Assets 70,253 Deposits and prepayments for the purchase of vehicles in the amount of $45,663 4(2) 4/1-6/30/03 Private 527,666 Satisfaction of indebtedness of Holders $366,725 4(2) Item 3. Defaults Upon Senior Securities No dividends shall be declared or paid on the Common Stock (other than a dividend payable solely in shares of Common Stock) and no Common Stock shall be purchased, redeemed or acquired by the Company unless full cumulative dividends on the Preferred Stock have been paid or declared and set aside for payment. Pursuant to the terms of the Preferred Stock, the Company has the option of making quarterly dividend payments in cash or shares of Common Stock. Prospectively, the Company anticipates making quarterly dividend payments. During January 14, 2003, Company's Board of Directors authorized the quarterly payment of dividends to the Preferred Shareholders as they accrue throughout the year ending December 31, 2003. 20 Item 4. Submission of Matters to a Vote of Security Holders The Company held its annual meeting of shareholders on May 27, 2003. The following resolutions were proposed and the vote tally was set forth next to each resolution: (1) The foregoing nominees for election to the Board of Directors received the number of votes for their election set forth opposite their respective names: VOTES CAST FOR WITHHELD NOMINEES ELECTION AUTHORITY AGAINST - -------- -------- --------- ------- Vlado P. Hreljanovic 4,185,071 3,962 0 Barry S. Huston 4,185,080 3,953 0 Peter W. Feldman 4,185,080 3,953 0 (2) Proposal 2 asked for approval of the Company's 2002 Equity Incentive Plan. The following number of shares were voted by proxy or by ballot, for and against the ratification of the Company's 2002 Equity Incentive Plan. For: 4,157,085 Against: 31,733 Abstain: 215 --------- -------- -------- (3) Proposal 3 asked for approval to grant the Board of Directors the authority to effect up to a one-for-ten reverse stock split. For: 4,159,026 Against: 30,003 Abstain: 4 --------- -------- --- (4) Proposal 4 sought ratification of the appointment of the auditors of the Company for the fiscal year ended December 31, 2003. The following number of shares were voted by proxy or by ballot for and against the ratification of the appointment of the auditors for the year ended December 31, 2002. For: 4,161,283 Against: 27,746 Abstain: 4 --------- ------ ---- Item 5. Other Information Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 - Certification by President and Acting Chief Financial Officer, Vlado P. Hreljanovic, pursuant to U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 - Certification by President and Acting 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. (b) Reports on Form 8-K None 21 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 19, 2003 By:/s/ Vlado P. Hreljanovic ------------------------ Vlado P. Hreljanovic Chairman of the Board, President, Chief Executive Officer/Acting Chief Financial Officer 22 EX-31.1 3 d56749_ex31-1.txt CERTIFICATION PURSUANT TO SECTION 302 Ex.31.1 CERTIFICATION BY PRESIDENT AND ACTING CHIEF FINANCIAL OFFICER, VLADO P. HRELJANOVIC, PURSUANT TO U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. I, Vlado P. Hreljanovic, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Juniper Group, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-15) for the registrant and have: a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation (the "Evaluation Date"); and c) disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of the Registrant's internal controls, over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and weaknesses in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial controls. August 19, 2003 By: /s/ Vlado P. Hreljanovic ----------------------- Chairman of the Board, President, Chief Executive Officer/Acting Chief Financial Officer EX-32.1 4 d56749_ex32-1.txt CERTIFICATION PURSUANT TO SECTION 906 Ex. 32.1 CERTIFICATION BY PRESIDENT AND ACTING 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. In connection with the Quarterly Report of Juniper Group, Inc. (the "Company") on Form 10-QSB for the period ending June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof ("Report"), I, Vlado P. Hreljanovic, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. SEC. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Report fairly represents, in all material respects, the financial condition and result of operations of the Company. /s/ Vlado P. Hreljanovic - -------------------------------- Vlado P. Hreljanovic Chairman of the Board, President Chief Executive Officer and Acting Chief Financial Officer Date: August 19, 2003 -----END PRIVACY-ENHANCED MESSAGE-----