LEHMAN & EILEN LLP
20283 State Road 7, Suite 300
Boca Raton, Florida 33498
Tel. (561) 237-0804
Fax (561) 237-0803
April 28, 2006
VIA EDGAR
Ms. Pamela A. Long
Assistant Director
United States Securities
and Exchange Commission
100 F Street, N.E.
Mail Stop 7010
Washington, D.C. 20549
RE: JUNIPER GROUP, INC., PRELIMINARY INFORMATION STATEMENT
FILED ON MARCH 28, 2006, FILE NO. 000-19170
Dear Ms. Long:
Thank you for your letter dated April 5, 2006, letter regarding Juniper Group,
Inc. (the "Company"). Enclosed is an Amended Preliminary Information Statement
on Schedule 14C ("Amended 14C"), which has been marked to show changes from our
prior submission. The changes reflected in the Amended 14C reflect the staff's
comments to the previously submitted material. Also, in order to assist you in
your review of the Amended 14C, we hereby submit a letter responding to the
comments. For your convenience, we have set forth below the staff's numbered
comments in their entirety followed by our responses thereto.
General
1. Please disclose the information required by Item 13(a) of
Schedule 14A. Refer to Item 11(e) of Schedule 14A.
Response: For the following reasons, we believe that the Company
is not required to disclose any information under Item 13(a) of
Schedule 14A.
The instructions to Item 13(a) state that "Notwithstanding the
provisions of this Item, any or all of the information required
by paragraph (a) of this Item not
Ms. Pamela Long
United States Securities
and Exchange Commission
April 28, 2006
Page 2
material for the exercise of prudent judgment in regard to the
matter to be acted upon may be omitted. In the usual case the
information is deemed material to the exercise of prudent
judgment where the matter to be acted upon is the authorization
or issuance of a material amount of senior securities, but the
information is not deemed material where the matter to be acted
upon is the authorization or issuance of common stock, otherwise
than in an exchange, merger, consolidation, acquisition or
similar transaction, the authorization of preferred stock without
present intent to issue or the authorization of preferred stock
for issuance for cash in an amount constituting fair value."
In this regard, the Company's information statement pertains to
(1) authorization of additional shares of common stock otherwise than
in an exchange, merger, consolidation, acquisition or similar
transaction and (2) authorization of additional shares of preferred
stock without present intent to issue."
2. Please remove the statement in the concluding paragraph that you
"information statement is for informational purposes only," as it
suggests to stockholders that they cannot rely on the disclosure
in your information statement.
Response: Complied with.
Voting Securities
3 Please disclose the information required by Item 11(b) of
Schedule 14A.
Response: We have revised this section to ensure that it contains
the information required by Item 202 of Regulation S-K. We have
also specified that the terms of the additional shares of
preferred stock to be authorized will be determined by the board
of directors.
Reasons for Increasing the Amount of Shares of the Company
4 We note the disclosure in the last sentence of the first
paragraph. Please revise to describe in reasonable detail your
plans with respect to the newly authorized shares. In this
regard, we note that it appears that you will reserve a
significant number of these shares for issuance under outstanding
convertible securities. It also appears that you will register a
significant number of these shares by filing a pre-effective
amendment to your Form SB-2 (File No. 333-131730). See Item 11(c)
of Schedule 14A.
Response: Complied with.
Ms. Pamela Long
United States Securities
and Exchange Commission
April 28, 2006
Page 3
On behalf of the Company, we acknowledge that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Please feel free to call me at (561) 237-0804, if you have any
questions or need additional information.
Sincerely,
/s/ Hank Gracin
Hank Gracin
HG:ckg
Enclosures