Juniper DEF 14C Information statement

Name and Address(1)	Amount and Nature Of Beneficial Ownership	Percentage of Class(1)


Vlado P. Hreljanovic	2,837,214 Common Stock(2)		.72	%
	220,000 Series C Preferred(3)		73.33	%
	6,500,000 Series D Preferred(4)		100	%

(1)

Figures based on an estimated 393,904,792 voting shares of common stock and 403,050,000 voting shares of preferred stock outstanding as of March 1, 2008.

(2)

Includes warrants to purchase 500,000 shares of common stock and 1,423,886 shares owned by the children of Mr. Hreljanovic, all of which Mr. Hreljanovic has the power to vote.

(3)

Series C preferred stock entitled to vote 30 votes per share

(4)

Series D preferred stock entitled to vote 60 votes per share

INFORMATION REGARDING THE PROPOSAL

GENERAL

The proposal to amend the Company's certificate of incorporation is described below. A copy of the certificate of amendment effecting the changes contemplated by the proposals, is attached to this information statement as Exhibit A.

AMENDMENT OF CERTIFICATE OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED SHARES

Average of 3 lowest intra day trading prices	Number of shares of common to be issued assuming all debt is converted	Number of shares outstanding if all convertible securities are converted to common stock
.0002	33,785,043,171	34,520,383,378
.0003* This was the average for the 20 days prior to March 31	23,392,558,867	24,127,899,074

Due to the unpredictable nature of the stock market, the board, and the shareholder that will be impacted the most by the dilutive effect of future stock issuances, believe that it is necessary that the authorized common stock be increased to 40 billion. Our board of directors further believes that the increase in the number of authorized shares of common stock will enable the Company to promptly take advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with holding a special meeting of stockholders. In addition, the board believes that our authorized preferred stock should be increased to 500 million in order to enable us to attract financing in the future. At the present time we only have 300,000 shares of preferred stock that has not been designated or issued. Stockholders of a majority of outstanding votes entitled to vote approved the Increase by written consent on March 1, 2008.

Effect: Issuance by the Company of any additional shares of common stock and convertible preferred stock would dilute both the equity interests and the earnings per share of existing holders of the common stock. Such dilution may be substantial, depending upon the amount of shares issued. The newly authorized shares of common stock will have voting and other rights identical to those of the currently authorized shares of common stock. However, the increase could have a dilutive effect on the voting power of existing shareholders. Such increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the voting rights of persons seeking to obtain control of the Company, even if the persons seeking to obtain control of the Company offer an above-market premium that is favored by a majority of the independent shareholders. Similarly, the issuance of additional shares to certain persons allied with the Company’s management could have the effect of making it more difficult to remove the Company’s current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Company has no plans or proposals to adopt other provisions or enter into other arrangements, except as disclosed, that may have material anti-takeover consequences.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director, executive officer, associate of any director or executive officer, or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposal to amend the certificate of incorporation which is not shared by all other holders of the Company's common stock. See "Security Ownership of Certain Beneficial Owners and Management."

Nevada Anti-Takeover Provisions

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada Corporation Law apply to us. Section 78.438 of the Nevada law prohibits the Company from merging with or selling more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired our shares, unless the transaction is approved by our Board of Directors. The provisions also prohibit us from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a change in control of the Company.

DISSENTERS' RIGHT OF APPRAISAL

Under Nevada law and our certificate of incorporation and by-laws, no shareholder has any right to dissent to our increasing the amount of shares, and no shareholder is entitled to appraisal of or payment for their shares of our stock..

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of the following:

COMMON STOCK

As of the Record Date, there were 750 million shares of common stock authorized with a stated par value of $0.001 per share, of which 393,904,792 shares were issued and outstanding. As of the date hereof there are 699,340,192 shares issued and outstanding. Immediately following approval of the increase in the number of authorized shares of common stock, as described previously, there will be 40 billion shares of common stock authorized, of which 699,340,192 shares will be issued and outstanding and 39,300,659,808 will be authorized but unissued. However, upon conversion of all convertible securities of the Company outstanding today there will be substantially less securities available for issuance, The holders of shares of common stock vote as a single class and are entitled to one vote per share on all matters to be voted on by the shareholders. The holders of shares of common stock are entitled to receive pro rata dividends, when and as declared by the board of directors in its discretion, out of funds legally available therefore, but only if all dividends on the preferred stock have been paid in accordance with the terms of the outstanding shares of preferred stock and there exists no deficiency in the sinking fund for the preferred stock.

Dividends on the common stock are declared by the board of directors. Payment of dividends on the common stock in the future, if any, will be subordinate to the preferred stock, must comply with the provisions of the Nevada Revised Statutes and will be determined by the board of directors. In addition, the payment of any such dividends will depend on the Company's financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevant.

PREFERRED STOCK

The Company is currently authorized to issue up to 10 million shares of preferred stock, par value $.001. As of March 1, 2008, there were outstanding 25,357 shares of 12% non voting preferred stock, 135,000 shares of Series B preferred stock, 300,000 shares of Series C preferred stock, and 6,500,000 shares of Non-Convertible Redeemable Series D preferred stock, respectively.

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 $0.24 per annum) per share payable quarterly on March 1, June 1, September, December 1 in cash or common stock of the Company having an equivalent fair market value. As of March 1, 2008, 25,357 shares of the Non-Voting Preferred Stock were outstanding. Dividends will accumulate until such time as earned surplus is available to pay a cash dividend or until a post effective amendment to the Company’s registration statement covering a certain number of common shares reserved for the payment of Preferred Stock dividend is filed and declared effective, or if such number of common shares are insufficient to pay cumulative dividends, then until additional common shares are registered with the Securities and Exchange Commission (SEC). The Company’s Preferred Stock is redeemable, at the option of the Company, at any time on not less than 30 days’ written or published notice to the Preferred Stockholders of record, at a price of $2.00 per share (plus all accrued and unpaid dividends). The holders of the preferred Stock have the opportunity to convert shares of Preferred Stock into Common Stock during the notice period. The Company does not have nor does it intend to establish a sinking fund for the redemption of the Preferred Stock. As adjusted, the outstanding shares of Preferred Stock would be converted into fifteen shares of Common Stock.

The Company filed a Certificate of Designation of Series B Convertible Preferred Stock on January 4, 2006, pursuant to which the Company authorized for issuance 135,000 shares of Series B Preferred Stock, par value $0.10 per share, which shares are convertible after the earlier of (i) forty-five days after the conversion of the 8% callable secured convertible notes issued in our recent financing, or (ii) 12 months after this registration statement is declared effective, at a conversion price equal to the volume weighted average price of our common stock, as reported by Bloomberg, during the ten consecutive trading days preceding the conversion date. We issued an aggregate of 117,493 shares of Series B Preferred Stock to a group of our current shareholders in exchange for an aggregate of 23,498,109 shares of our common stock. The holders of Series B Preferred Stock shall have the right to vote together with holders of the Corporation's Common Stock, on a 30 votes per share basis (and not as a separate class), all matters presented to the holders of the Common Stock. The foregoing shareholders were existing investors before they did the exchange. The Series B preferred stock is convertible into shares of the common stock at the average of the volume weighted average price of the common stock as reported by Bloomberg during the ten consecutive trading days preceding the conversion date (but not including such date.)

The Company filed a Certificate of Designation of Series C Convertible Preferred Stock on March 23, 2006, pursuant to which the Company authorized for issuance 300,000 shares of Series C Preferred Stock, par value $0.10 per share, which shares are convertible after (i) the market price of the Common Stock is above $1.00 per share; (ii) the Company's Common Stock is trading on the OTCBB market or the AMEX; (iii) the Company is in good standing; (iv) the Company must have more than 500 stockholders; (v) the Company must have annual revenue of at least four million dollars; (vi) the Company does not have at least $100,000 EBITA for the fiscal year preceding the conversion request. The holders of the Series C Preferred Stock shall have the right to vote together with the holders of the Corporation's Common Stock, on a 30 votes per share basis (and not as a separate class), on matters presented to the holders of the Common Stock. Two years from the date of issuance the holder of shares of Series C preferred stock may convert each share of Series C preferred stock into 30 shares of common stock, except that a holder may not convert any share of Series C preferred stock if the following applies: (i) the market price of the common stock is below $1.00 per share; (ii) the common stock is no longer listed on the OTC-BB (unless the Company has secured a listing on the Nasdaq SmallCap or National Market, or AMEX; (iii) the Company is not in good standing; (iv) the Company does not have more than 500 shareholders; (v) the Company does not have annual revenue of at least $4,000,000; (vi) the Corporation does not have at least $100,000 of EBITDA for the fiscal year preceding the conversion request.

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

According to the Company’s corporate charter, 10 million shares of preferred stock have been authorized for issuance. As of March l1, 2008, 6,960,357 shares have been designated for the Company’s 4 classes of preferred stock.

The terms of the Company's authorized but unissued preferred stock, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates, and similar matters, will be determined by the Company's Board of Directors. This will be the case, too, with respect to any additional shares of preferred stock authorized by the amendment to the Company's Articles of Incorporation described in this information statement.

BOARD OF DIRECTORS’ RECOMMENDATION

AND STOCKHOLDER APPROVAL

As of March 1, 2008, our board of directors and stockholder holding a majority of our voting power voted to authorize our board of directors to amend the certificate of incorporation. In the absence of a meeting, the affirmative consent of holder of a majority of the vote represented by our outstanding shares of stock was required to approve the increase in authorized common stock and preferred stock. Because holder of approximately 50.06% of our voting power signed a written consent in favor of the amendment to the certificate of incorporation, we are authorized to amend the certificate of incorporation to increase the authorized common stock of the Company to 40 billion shares and increase the authorized preferred stock to 500 million shares.

The information contained in this information statement constitutes the only notice we will be providing stockholders.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except in their capacity as shareholders, none of our officers, directors or any of their respective affiliates has any interest in the amendment to the Plan.

FORWARD-LOOKING STATEMENTS

This information statement may contain certain “forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our expectations or beliefs regarding our company. These forward-looking statements include, but are not limited to, statements concerning our operations, economic performance, financial condition, and prospects and opportunities. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “might,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including factors discussed in this and other of our filings with the U.S. Securities and Exchange Commission.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the Securities Exchange Act, we file periodic reports, documents, and other information with the Securities and Exchange Commission relating to our business, financial statements, and other matters. These reports and other information may be inspected and are available for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC filings are also available to the public on the SEC’s website at http://www.sec.gov ..

INCORPORATION OF FINANCIAL INFORMATION

We “incorporate by reference” into this Information Statement the information in certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. We incorporate by reference into this information statement the following documents we have previously filed with the SEC: our quarterly report on Form 10-QSB for the quarterly periods ended June 30, 2007 and September 30, 2007. You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

Juniper Group, Inc.

20283 State Road 7, Suite 400

Boca Raton, FL 33498