Juniper Group Inc. (fka JUNP)

[Pipemajors]

SEC investigation

ITEM 8.01. Other Events
On May 12, 2011 Juniper Group, Inc. (the "Company"), received a subpoena issued pursuant to a formal order from the Securities and Exchange Commission (the "SEC"). The subpoena requires the delivery of certain documents related to a matter involving a third party. The SEC states that this investigation is a non-public, fact finding inquiry and it should not be construed as an indication by the SEC that any violations of the law have occurred nor as an adverse reflection upon any person, entity or security. The Company has not been made aware of any allegations by the SEC.

During the period April 1, 2011 through May 20, 2011, the Company approved the conversion of convertible securities (the "Convertible Securities") into unrestricted shares of common stock pursuant to the provisions of Rule
144(b)(1). The Convertible Securities were originally issued under Section 4(2) of the Securities Act of 1933 as private transactions exempt from registration and in all recent conversions the provisions of Rule 144(c)(1) were met in that the Company is a reporting issuer, the recipients were non-affiliates of the Company and each had held the Convertible Securities in excess of six months. A total of 1,536,999,999 shares of unrestricted common stock were issued during the period April 1, 2011 through May 20, 2011 in exchange for the satisfaction of the conversion of $136,575 of Convertible Securities. The conversions were taken in response to the request of the holders of the Convertible Securities and upon satisfactory compliance with the provisions of Rule 144 and its provisions as set forth above.

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

The Company has 4,497,067,398 shares of Common Stock, par value $0.0001 issued and outstanding as of May 20, 2011 of which approximately 1,715,700 are held in brokers' name.