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EX-32.1 - EXHIBIT 32.1 - America's Suppliers, Inc.v311760_ex32-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2012
 
Or
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-27012
 
AMERICA’S SUPPLIERS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 27-1445090
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)
   

7575 E. Redfield Road

Suite 201

Scottsdale, AZ

 

85260

(Address of principal executive offices) (Zip Code)
   
(480) 922-8155

(Registrant’s telephone number, including area code)

 

Not applicable
(Former name, former address and former fiscal year, if changed since last report)
 
     

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
(Do not check if a smaller reporting company)  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 13,970,339 shares of common stock as of May 1, 2012.

 

 
 

 

AMERICA’S SUPPLIERS, INC.

FORM 10-Q FOR QUARTERLY PERIOD ENDED MARCH 31, 2012

 

 

Table of Contents

 

Page

 

PART I – FINANCIAL INFORMATION 1
Item 1. Financial Statements: 2
Consolidated Balance Sheets (unaudited) 2
Consolidated Statements of Operations (unaudited) 3
Consolidated Statements of Cash Flows (unaudited) 4
Notes to Consolidated Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of  Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 12
PART II – OTHER INFORMATION 13
Item 1. Legal Proceedings 13
Item 1A. Risk Factors 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. (Removed and Reserved) 13
Item 5. Other Information 13
Item 6. Exhibits 14
SIGNATURES 15

 

 
 

 

PART I – FINANCIAL INFORMATION

 

Forward-Looking Information

 

Unless otherwise indicated, the terms “America’s Suppliers,” “ASI,” “Insignia Solutions plc,” “Insignia,” the “Company,” “we,” “us,” and “our” refer to America’s Suppliers, Inc. and its subsidiaries. In this Quarterly Report on Form 10-Q, we may make certain forward-looking statements, including statements regarding our plans, strategies, objectives, expectations, intentions and resources that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We do not undertake to update, revise or correct any of the forward-looking information. The following discussion should also be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011.

 

The statements contained in this Quarterly Report on Form 10-Q that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), 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. The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “intend,” “plan,” “could,” “is likely,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The Company wishes to caution the reader that these forward-looking statements are not historical facts but only predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these projections and other forward-looking statements are based upon a variety of assumptions relating to the business of the Company, which, although considered reasonable by the Company, may not be realized. Because of the number and range of assumptions underlying the Company’s projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable control of the Company, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this report. These forward-looking statements are based on current expectations and the Company assumes no obligation to update this information. Therefore, the actual experience of the Company and the results achieved during the period covered by any particular projections or forward-looking statements may differ substantially from those projected. Consequently, the inclusion of projections and other forward-looking statements should not be regarded as a representation by the Company or any other person that these estimates and projections will be realized, and actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.

 

1
 

 

Item 1. Financial Statements.

 

AMERICA’S SUPPLIERS, INC.
CONSOLIDATED BALANCE SHEETS

 

   March 31,   December 31, 
   2012   2011 
   (unaudited)     
Assets          
           
Cash and cash equivalents  $511,850   $655,219 
Certificates of deposit   225,035    425,031 
Accounts receivable, net   195,507    148,905 
Inventory   17,084    38,908 
Note receivable - current portion   50,750    53,008 
Prepaid expenses and other current assets   181,027    62,462 
Total current assets   1,181,253    1,383,533 
Property and equipment, net   465,262    467,263 
Deposits and other assets   7,250    7,250 
Total assets  $1,653,765   $1,858,046 
           
Liabilities and Shareholders' Equity (Deficit)          
           
Accounts payable  $1,447,779   $1,679,366 
Accrued expenses   229,135    138,143 
Deferred revenue   -    30,000 
Other liabilities   -    2,931 
Total current liabilities   1,676,914    1,850,440 
           
ASI shareholders' equity (deficit):          
Preferred shares, $0.001 par value, 1,000,000 shares          
authorized, no shares outstanding at March 31,          
2012 and December 31, 2011   -    - 
Common stock, $0.001 par value, 50,000,000 shares authorized,          
13,970,339 shares issued and outstanding          
at March 31, 2012 and December 31, 2011, respectively   13,970    13,970 
Additional paid in capital   6,716,688    6,703,625 
Accumulated deficit   (6,753,807)   (6,709,989)
Total shareholders' equity (deficit)   (23,149)   7,606 
           
Total liabilities and shareholders' equity (deficit)  $1,653,765   $1,858,046 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

2
 

 

AMERICA’S SUPPLIERS, INC.
Consolidated Statements of Operations
(unaudited)

 

   Three Months Ended March 31, 
   2012   2011 
         
Net revenues  $3,344,979   $3,293,427 
Advertising revenue   118,857    61,524 
Cost of goods sold   2,204,026    2,195,198 
Gross profit   1,259,810    1,159,753 
Operating expenses:          
Sales and marketing   748,492    717,495 
General and administrative   556,177    570,628 
           
Total operating expenses   1,304,669    1,288,123 
           
Operating loss   (44,859)   (128,370)
Other income   1,041    1,583 
           
Loss before income taxes   (43,818)   (126,787)
Income tax expense   -    - 
           
Net loss  $(43,818)  $(126,787)
           
Net loss per share:          
Basic  $-   $(0.01)
Diluted  $-   $(0.01)
           
           
Weighted average common shares outstanding          
Basic   13,801,543    13,075,348 
Diluted   13,801,543    13,075,348 

 

See accompanying notes to unaudited consolidated financial statements.

 

3
 

 

AMERICA’S SUPPLIERS, INC.
Consolidated Statements of Cash Flows
(unaudited)

 

   Three Months Ended March 31, 
   2012   2011 
Cash flows from operating activities:          
           
Net loss  $(43,818)  $(126,787)
Adjustments to reconcile net loss to          
net cash used in operating activities:          
Depreciation and amortization   23,004    21,746 
Bad debt expense   12,792    7,319 
Stock-based compensation   13,063    22,366 
Write-off of deferred financing costs   -    40,000 
Changes in assets and liabilities:          
Accounts receivable   (59,394)   (69,844)
Inventory   21,824    200 
Prepaid and other current assets   (118,565)   (3,420)
Deposits and other assets   -    (10,761)
Accounts payable   (231,587)   (54,887)
Accrued expenses   90,992    (105,572)
Accrued interest on loan to Business Calcium   2,258    - 
Deferred revenue   (30,000)   (8,569)
Other liabilities   (2,931)   (145)
Net cash used in operating activities   (322,362)   (288,354)
           
Cash flows from investing activities:          
Maturities of certificates of deposit   199,996    500,000 
Loans to Business Calcium   -    (30,000)
Purchases of property and equipment   (21,003)   (7,787)
        Net cash provided by investing activities   178,993    462,213 
           
Cash flows from financing activities   -    - 
           
Change in cash and cash equivalents   (143,369)   173,859 
           
Cash and cash equivalents, beginning of period   655,219    397,209 
           
Cash and cash equivalents, end of period   511,850    571,068 

 

See accompanying notes to unaudited consolidated financial statements.

 

4
 

 

AMERICA’S SUPPLIERS, INC.

Notes to the Consolidated Financial Statements

(unaudited)

 

Note 1: Organization and Basis of Presentation

 

Background

 

America’s Suppliers, Inc. (the “Company”) is an Internet-based provider of general merchandise through our wholly owned subsidiaries, DollarDays International, Inc. (“DollarDays”), and WowMyUniverse.com (“Wow”). DollarDays is a wholesaler of general merchandise to small independent resellers through its website www.DollarDays.com. Wow targets general consumers through its website WowMyUniverse.com. Orders are placed by customers through the Company’s websites where, upon successful payment, the merchandise is shipped directly from the vendors’ warehouses.

 

Basis of Presentation

 

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2011. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2011 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end consolidated balance sheet data presented for comparative purposes was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period.

 

Certain reclassifications have been made to prior period reported amounts to conform to current year presentation.

 

Note 2: Balance Sheet Information

 

Deferred Financing Costs

 

At December 31, 2010, the Company maintained a balance of $40,000 of deferred financing costs paid to a third party to assist with raising capital to expand the Company’s WowMyUniverse.com. By March 31, 2011, it was determined that these capital efforts were unsuccessful, and the Company wrote off its $40,000 asset during the three months ended March 31, 2011.

 

Note Receivable

 

On October 1, 2010, the Company entered into an agreement to exchange its 25% ownership in Business Calcium Inc. (“Business Calcium”) for its 10% interest in our consolidated subsidiary, WowMyUniverse.com, thereby making WowMyUniverse a wholly-owned subsidiary. As part of the consideration in the transaction, the Company agreed to loan Business Calcium $50,000 with interest at 6%. Pursuant to the terms of the note repayments were to commence in July 2011 with the remaining balance due December 31, 2012. The Company has yet to receive principal payments on this note, but has been receiving interest payments and is currently in negotiations to receive payment in kind in the form of inventory and product for resale. The Company fully expects to collect on this note during the next three months.

 

5
 

 

Note 3: Equity Compensation

 

Restricted Stock

 

On February 25, 2009, the Company granted of an aggregate of 1,475,636 common shares that vested in part based upon the Company achieving certain performance criteria as stipulated in the agreement.  On June 10, 2011, 894,991 shares were still outstanding but had yet to be vested.    On June 10, 2011, as consideration for services rendered, the Company modified the award to waive the performance criteria and establish a time-based vesting schedule, with 634,645 shares immediately vested and 260,345 shares vested in February 2012.

 

The Company accounted for this as a share-based payment modification in accordance with the provisions of the FASB Accounting Standards Codification (“ASC”) Section 718. As such, the Company computed the fair value of the restricted stock immediately before and after the modification, and is expensing the incremental difference of $120,824, together with the unrecognized compensation cost attributable to the original grant of $1,738 on a pro rata basis over the remaining service period.

 

The Company recognized total expense of $8,913 during the three months ended March 31, 2012, and no future expense will be recognized related to these restricted stock awards.

 

Stock Options

 

The Company has historically granted stock options to certain vendors and employees as well as in connection with certain financing transactions.

 

During the three months ended March 31, 2012, the Company granted 141,000 stock options at a strike price of $0.15 to certain officers and employees. The grant date fair value of the awards was $8,219 (net of estimated forfeitures of 10%), which was determined using a Black Scholes option pricing model using the following assumptions: volatility of 72%, risk-free rate of return of .36%, stock price of $0.15 and expected term of 2.5 years. The options expire in 2016. The Company is expensing these awards on a straight line basis over the vesting period.

 

The following table summarizes the Company’s stock option activity during the three months ended March 31, 2012:

 

    Number of Units   Weighted- Average Exercise Price   Weighted- Average Remaining Contractual Term (in years) 
                  
 Outstanding at December 31, 2011    1,022,685   $0.81    2.6 
 Grants    141,000    0.15      
 Forfeitures    (109,397)   1.75      
 Exercises    -    -      
 Outstanding at March 31, 2012    1,054,288   $0.62    2.9 
                  
 Exerciseable at March 31, 2012    665,436   $0.88    2.4 

 

The Company recognized expense of $4,150 during the three months ended March 31, 2012 related to stock option awards, including expense associated with awards granted in 2011. The Company has an aggregate of $15,008 of future expense (net of estimated forfeitures) related to non-vested awards which will be recognized over a weighted average period of 2.0 years. The options had no intrinsic value at March 31, 2012.

 

The following table sets forth exercise prices of outstanding options at March 31, 2012.

  

6
 

 

Exercise   Number of Shares    
Price   Outstanding   Exerciseable
         
$0.15-$0.20                     781,086                      392,234
$1.70 - $7.50                     272,202                      272,202
$26.80                         1,000                          1,000
         
                   1,054,288                      665,436

 

Warrants

 

During the quarter ended March 31, 2012, there was no warrant activity. The following table sets forth details regarding outstanding warrants at March 31, 2012:

 

    Number of Units   Weighted- Average Exercise Price   Weighted- Average Remaining Contractual Term (in years)   Intrinsic value 
                  
 Outstanding at March 31, 2012    1,722,628   $0.41    1.9   $17,103 
                       
 Exerciseable at March 31, 2012    1,722,628   $0.41    1.9   $17,103 

  

All warrants have been fully expensed as of March 31, 2012. The following table sets forth exercise prices of outstanding warrants at March 31, 2012:

 

Exercise Price   Number of Shares
     
$0.10                 855,145
$0.18                 150,000
$0.20                 300,000
 $1.20 - $1.30                 417,483
               1,722,628

 

Note 4: Net Income (Loss) Per Share

 

Basic income (loss) per share is computed based on the weighted average number of common shares outstanding and excludes any potential dilution. Diluted loss per share reflects potential dilution from the exercise or conversion of securities into common stock. The effects of certain stock options and warrants are excluded from the determination of the weighted average common shares outstanding for diluted income per share in each of the periods presented as the effects were antidilutive and as the exercise price for the outstanding instruments exceeded or was equal to the average market price for the Company’s common stock.

 

7
 

 

Computation of net income (loss) per share is as follows:

 

   Three Months Ended March 31, 
   2012   2011 
         
Net loss attributable to America's Suppliers  $(43,818)  $(126,787)
           
Weighted average common shares outstanding -          
basic and diluted   13,801,543    13,075,348 
           
Net loss per share:          
Basic  $-   $(0.01)
Diluted  $-   $(0.01)

  

The following potentially dilutive securities were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive:

  

   Three Months Ended March 31, 
   2012   2011 
         
Stock options   1,054,288    1,034,950 
Warrants   1,722,628    1,572,628 
Restricted stock   -    1,180,509 

 

8
 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis provides information that management believes is relevant for an assessment and understanding of our results of operations and financial condition.  The following selected financial information is derived from our historical consolidated financial statements and should be read in conjunction with such consolidated financial statements and notes thereto set forth elsewhere herein and the “Forward-Looking Statements” explanation included herein. This information should also be read in conjunction with our audited historical consolidated financial statements which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission on March 14, 2012.

 

Overview

 

We develop software programs that allow us to provide general merchandise for resale to businesses through our website at www.DollarDays.com.  We have been recognized as a leader in the Internet wholesale market of discounted merchandise by a leading business periodical and trade associations.  Our objective is to provide a one-stop discount shopping destination for general merchandise for smaller distributors, retailers and non-profits nationwide seeking single and small cased-sized lots at bulk prices.  We launched our first website in October 2001.  The site offers customers an opportunity to shop for bargains conveniently, while offering our suppliers an alternative sales channel.  We believe our website offers a unique benefit to smaller businesses in that they are able to purchase goods from wholesalers and importers in single and small case lots, with no minimum purchase requirements at discounted prices.  We believe the prevailing reason our business has been able to obtain bulk pricing for single case lots is our ability to reach smaller distributors, retailers and non-profits that most general merchandise suppliers cannot economically reach. We provide all the logistics and customer support to serve this sales channel and grow our customer base.

 

We continually add new, limited inventory products to our website in order to create an atmosphere that encourages customers to visit frequently and purchase products before the inventory sells out.  Through our Internet catalog, we offer approximately 150,000 products, including up to 10,000 closeout items at further discounted prices.  Closeout merchandise is typically available in inconsistent quantities and prices.

 

We accept orders, either online or via telephone sales staff, collect payment in the form of credit or debit card, PayPal or similar means, and coordinate with manufacturers, importers and close-out specialists regarding delivery particulars.  PayPal refers to the online payment platform located at www.paypal.com and its localized counterparts.  Our proprietary software and service procedures allow us to sell merchandise to a single customer, and bill as a singer order, items purchased and delivered from multiple suppliers.  We do not take possession of inventory, but we are responsible for processing customer claims and returns.

 

Our website has a registered base of approximately 230,000 small businesses and receives approximately 3 million monthly page views.  We receive an average of approximately 5,000 orders per month.  Our target audience is smaller businesses.

 

Results of Operations

 

Net Revenues

 

Net Revenues  2012   2011   Change from
Prior Year
   Percent Change
from Prior Year
 
Three months ended March 31,  $3,344,979   $3,293,427   $51,552    1.6%

  

Net revenues increased for the three months ended March 31, 2012, as compared to the three months ended March 31, 2011 , as a result of our continuing marketing efforts and increased business development programs, including new relationships with remarketing companies. Factors that influence future revenue growth include general economic conditions, our ability to attract vendors that offer compelling products and the impact of our marketing activities.

 

9
 

 

Cost of Goods Sold

 

Cost of Goods Sold  2012   2011   Change from
Prior Year
   Percent Change
from Prior Year
 
Three months ended March 31,  $2,204,026   $2,195,198   $8,828    0.4%

 

Cost of goods sold increased during the three months ended March 31, 2012 as compared to the three months ended March 31, 2011 due primarily to the increase in net revenues as discussed above. Gross margins as a percentage of total revenue were relatively consistent at 36.4% for the three month ended March 31, 2012 as compared to 34.6% for the three months ended March 31, 2011. Factors which may influence the cost of goods sold include our general sales volumes, negotiated terms with vendors and general economic conditions.

 

Sales and Marketing

 

Sales and Marketing  2012   2011   Change from
Prior Year
   Percent Change
from Prior Year
 
Three months ended March 31,  $748,492   $717,495   $30,997    4.3%

  

Sales and marketing expenses include fees for attracting users to our site, including search engine optimization, telemarketing and other marketing efforts as well as promotional activities to increase sales by end users. Sales and marketing expenses increased in the three months ended March 31, 2012 as compared to the three months ended March 31, 2011 due to increased efforts to generate revenues through increased trade show appearances and increased sales and telemarketing personnel.

Factors influencing sales and marketing expenses include strategic decisions with respect to the cost-effectiveness of each of our marketing activities.

 

General and Administrative

 

General and Administrative  2012   2011   Change from
Prior Year
   Percent Change
from Prior Year
 
Three months ended March 31,  $556,177   $570,628   $(14,451)   (2.5)%

  

General and administrative expenses decreased in the three months ended March 31, 2012, as compared to the three months ended March 31, 2011, due primarily to decreased stock based compensation expense.

 

Factors that influence the amount of general and administrative expenses include the amount and extent by which we compensate our consultants, executives and directors with stock-based or other compensation, the rate of growth of our business and the extent to which we outsource or bring certain activities in-house.

 

Other Income (Expense)

 

Other Income (Expense)  2012   2011   Change from
Prior Year
   Percent Change
from Prior Year
 
Three months ended March 31,  $1,041   $1,583   $(542)   (34.2)%

  

Other income (expense) for the three months ended March 31, 2012 consisted of interest income on cash balances, short-term investments, notes receivable and other miscellaneous income.

 

10
 

 

Net Income (Loss)

 

Net Income (Loss)  2012   2011   Change from
Prior Year
   Percent Change
from Prior Year
 
Three months ended March 31,  $(43,818)  $(126,787)  $82,969    (65.4)%

  

Our net loss for the three months ended March 31, 2012 decreased as compared to our net loss the three months ended March 31, 2011 primarily due to revenue growth partially offset by cost of sales and increases in sales and marketing expense, each of which is described above.

 

Liquidity and Capital Resources

 

Our operating cash outflows were $322,362 for the three months ended March 31, 2012 as compared to outflows of $288,354 for the three months ended March 31, 2011 constituting an increase in cash used by operations of $34,008. The change in net operating cash outflows is attributable to an increase cash outflows associated with an increase in working capital and other operating assets and liabilities of $74,405, partially offset by a decrease in net loss (excluding noncash charges) of $40,397, which consists of a reduction in net loss of $82,969 partially offset by a decrease in noncash charges of $42,572.

 

Investing cash inflows for the three months ended March 31, 2012 consisted of $199,996 of cash received from the maturities of certificates of deposit, partially offset by $21,003 of investments in equipment and website development costs to support our business operations and expansion into the consumer marketplace. Investing cash inflows for the three months ended March 31, 2011 consisted of $500,000 of cash received from the maturities of certificates of deposit, partially offset by $30,000 of loans to Business Calcium and $7,787 of investments in equipment and website development costs.

Our consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have a recent history of operating losses and operating cash outflows. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from this uncertainty.

 

We intend to generate operating cash flows through the growth of our existing business, the improvement of operating margins and by growth through acquisitions. Although there can be no assurance, management believes such measures will provide enough liquidity to operate our current business and continue as a going concern in the short term.

 

Off-balance sheet arrangements

 

We did not have any off-balance sheet arrangements at March 31, 2012.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

11
 

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, in order to allow timely consideration regarding required disclosures.

 

The evaluation of our disclosure controls by our principal executive officer and principal financial officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Report. Our management, including our principal executive officer and principal financial officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Based on their review and evaluation as of the end of the period covered by this Quarterly Report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective as of the end of the period covered by this report.

 

Changes In Internal Controls Over Financial Reporting

 

There have not been any changes in internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ending March 31, 2012, that have materially affected, or are reasonably likely to affect, our internal controls over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

There have been no material updates to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. (Removed and Reserved).

 

Item 5. Other Information.

 

None.

 

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Item 6. Exhibits.

 

Exhibit
Number
Description
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 8, 2012

AMERICA’S SUPPLIERS, INC.
   
By: /s/  Marc Joseph
  Marc Joseph
  President and Chief Executive Officer
  (Principal Executive Officer)
   
By: /s/   Michael Moore
  Michael Moore
   Chief Financial Officer, Treasurer and Secretary
   (Principal Financial Officer)

 

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