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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Americas Suppliers Inc (GM) | USOTC:AASL | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.80 | 0.00 | 01:00:00 |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
|
|
27-1445090
|
(State or other jurisdiction of
|
|
(I.R.S. employer
|
incorporation or organization)
|
|
identification number)
|
|
|
|
7575 E. Redfield Road
|
|
|
Suite
201
|
|
|
Scottsdale
, AZ
|
|
85260
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
þ
|
|
|
Page
|
|
PART I
|
|
Item 1.
|
Business
|
4
|
Item 1A.
|
Risk Factors
|
10
|
Item 1B.
|
Unresolved Staff Comments
|
16
|
Item 2.
|
Properties
|
17
|
Item 3.
|
Legal Proceedings
|
17
|
Item 4.
|
Mine Safety Disclosures
|
17
|
|
PART II
|
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
17
|
Item 6.
|
Selected Financial Data
|
18
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
19
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
23
|
Item 8.
|
Financial Statements and Supplementary Data
|
23
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
23
|
Item 9A.
|
Controls and Procedures
|
23
|
Item 9B.
|
Other Information
|
24
|
|
PART III
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
25
|
Item 11.
|
Executive Compensation
|
25
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
25
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
25
|
Item 14.
|
Principal Accounting Fees and Services
|
25
|
|
PART IV
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
25
|
Signatures
|
|
26
|
2 | ||
|
3 | ||
|
· | DollarDays was formed as a Delaware limited liability company on November 5, 2001. On June 20, 2008, DollarDays LLC contributed all of its assets and liabilities to DollarDays International, Inc., a Delaware corporation, (“DDI Inc.” or “DollarDays”) pursuant to a contribution agreement. In return for DollarDays LLC’s assets and liabilities, DDI Inc. issued 100% of its common stock to DollarDays LLC. Following the contribution, DDI Inc. became the operating company, and DollarDays LLC had no assets or liabilities except for the DDI Inc. common stock issued to it. |
· | DDI Inc. merged with Jeode, Inc., a Delaware corporation and a wholly-owned subsidiary of Insignia, whereby DDI Inc. was the surviving corporation and a wholly-owned subsidiary of Insignia. In exchange for all of the DDI Inc. capital stock, Insignia was required to: (1) issue 73,333,333 American Depository Shares (“ADSs”) to DDI Inc. stockholders, (2) issue a warrant to purchase 8,551,450 ADSs with an exercise price of $.01 per ADS to Peter Engel, the then-existing Chief Executive Officer of DDI Inc., (3) issue a warrant to purchase 3,603,876 ADSs with an exercise price of $.13 per ADS to a financial advisor of DDI Inc. and (4) issue options to purchase 7,360,533 ADSs, in replacement of DDI Inc. options. |
· | The combined entity was to issue an aggregate of 7,682,926 ADSs to a new investor DollarDays (“Amorim”) in exchange for $550,000 in cash and conversion of a $450,000 note. |
4 | ||
|
· | The website includes more than 270,000 items on any given day and makes available to our users a wide variety of goods; and |
· | We bring buyers and sellers together for lower costs than traditional intermediaries. |
Avon
|
|
Fruit of the Loom
|
|
3M
|
Black & Decker
|
|
Gillette
|
|
Tommy Hilfiger
|
Calvin Klein
|
|
Revlon
|
|
Tonka
|
Colgate
|
|
Kellogg’s
|
|
Victoria
’s Secret
|
Disney
|
|
NFL
|
|
Ziploc
|
5 | ||
|
6 | ||
|
· |
Participation in the VMS program to automatically convey information about out-of-stock items, price changes, new products, changes in product description and other important information to be reflected by the vendor on our website;
|
· |
Use of one of our pre-approved shippers; and
|
· |
Payment of a 2.5% marketing fee, which is automatically deducted from their invoice.
|
7 | ||
|
· | price; |
· | product quality and selection; |
· | ease of shopping experience; |
· | order processing and fulfillment; |
· | customer service; and |
· | company brand recognition. |
· |
local wholesalers tailored to service and supply small independent retailers that carry “fast-selling” general brands, provide personal delivery and who often have interpersonal relations with smaller retailers;
|
· |
catalog sellers, including suppliers from whom we purchase product, such as SMC;
|
· | liquidation e-tailers; |
· |
online general retailers with discount departments such as Amazon.com, Inc., eBay, Inc. and Buy.com, Inc.;
|
· |
online specialty retailers such as BlueNile and BackCountry; and
|
· |
traditional wholesalers such as Costco Wholesale Corporation.
|
8 | ||
|
· |
We have discontinued all items which, in our judgment, have any significant likelihood of being out of compliance with the Act. The limited exception to this is that certain closeouts may date back to a period before testing was commonplace. We have discontinued all items we believe constitute a significant risk of containing inappropriate chemicals; and
|
· |
We have requested that all our vendors certify that the products they sell are in compliance with the Act. They have all complied except for certain vendors of close-outs who cannot know whether the products they are buying may have been produced before these maximum levels of permissible lead and other chemicals were established.
|
9 | ||
|
· | enhance our distribution and order fulfillment capabilities; |
· | improve our order processing systems and capabilities; |
· | expand our customer service capabilities to better serve our customers’ needs; |
· | expand or modify our product offerings; |
· | increase our general and administrative functions to support our operations; and |
· | maintain or increase our sales, branding and marketing activities, including maintaining existing, or entering into new online marketing or marketing analytics arrangements, and continuing or increasing our direct mail campaigns. |
· | our ability to retain and increase sales to existing customers, attract new customers and satisfy our customers’ demands; |
· | our ability to expand our network of vendors; |
· | our ability to access vendor merchandise and fulfill orders; |
· | the introduction of competitive websites, products and services; |
· | changes in usage of the Internet and e-commerce, both domestically and internationally; |
· | timing, effectiveness and costs of expansion and upgrades to our systems and infrastructure; |
· | the success of our geographic, service and product line expansions; |
· | variations in the mix of products and services we sell; |
10 | ||
|
· |
variations in our level of merchandise and vendor returns;
|
· |
the extent to which we offer free shipping, continue to reduce product prices worldwide, and provide additional benefits to our customers;
|
· |
increases in the prices of fuel and gasoline, as well as increases in the prices of other commodities like paper and packing supplies;
|
· |
the extent to which operators of networks between our customers and our websites charge fees to grant our customers unimpaired and unconstrained access to our online services;
|
· |
our ability to collect amounts that may become owed to us;
|
· |
the extent to which use of our services is affected by spyware, viruses, “phishing” and other spam emails, “denial of service” attacks, data theft, computer intrusions and similar events; and
|
· |
terrorist attacks and armed hostilities.
|
· |
disruption of our ongoing business, including loss of management focus on existing businesses;
|
· | problems retaining key personnel; |
· |
additional operating losses and expenses of the businesses we acquired or in which we invested;
|
· |
the potential impairment of amounts capitalized as intangible assets as part of the acquisition;
|
· |
the potential impairment of customer and other relationships of the company we acquired or in which we invested or our own customers as a result of any integration of operations;
|
· |
the difficulty of incorporating acquired technology into our offerings and unanticipated expenses related to such integration;
|
· |
the difficulty of integrating a new company’s accounting, financial reporting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
|
· |
the difficulty of implementing the controls, procedures and policies appropriate for a larger public company;
|
· |
potential unknown liabilities associated with a company we acquire or in which we invest; and
|
· |
for foreign transactions, additional risks related to the integration of operations across different cultures and languages, and the economic, political, and regulatory risks associated with specific countries.
|
11 | ||
|
· | reduced visibility of order status and package tracking; |
· | delays in order processing and product delivery; |
· | increased cost of delivery, resulting in reduced gross margins; and |
· | reduced shipment quality, which may result in damaged products and customer dissatisfaction. |
12 | ||
|
13 | ||
|
14 | ||
|
· | actual or perceived lack of security of information or privacy protection; |
· | possible disruptions, computer viruses or other damage to Internet servers or to users’ computers; |
· | significant increases in the costs of transportation of goods; and |
· | governmental regulation. |
15 | ||
|
16 | ||
|
|
|
2013 Quarters Ended
|
|
||||||
|
|
Dec 31
|
|
Sept 30
|
|
June 30
|
|
Mar 31
|
|
Quarterly per share stock price:
|
|
|
|
|
|
|
|
|
|
High
|
|
0.35
|
|
0.15
|
|
0.20
|
|
0.23
|
|
Low
|
|
0.06
|
|
0.06
|
|
0.06
|
|
0.10
|
|
|
|
2012 Quarters Ended
|
|
||||||
|
|
Dec 31
|
|
Sept 30
|
|
June 30
|
|
Mar 31
|
|
Quarterly per share stock price:
|
|
|
|
|
|
|
|
|
|
High
|
|
0.46
|
|
0.22
|
|
0.22
|
|
0.22
|
|
Low
|
|
0.10
|
|
0.13
|
|
0.10
|
|
0.12
|
|
17 | ||
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
Number of securities to be
|
|
Weighted-average exercise
|
|
remaining available for
|
|
|
|
|
issued upon exercise of
|
|
price of outstanding
|
|
future issuance under
|
|
|
|
|
outstanding options,
|
|
options, warrants and
|
|
equity compensation plans
|
|
|
|
|
warrants and rights
|
|
rights
|
|
(excluding securities
|
|
|
|
|
(a)
|
|
(b)
|
|
reflected in column (a))
|
|
|
Equity compensation plans approved by security holders
|
|
2,000
|
|
$
|
17.15
|
|
0
|
|
Equity compensation plans not approved by security holders
|
|
0
|
|
|
n/a
|
|
n/a
|
|
Total
|
|
2,000
|
|
$
|
17.15
|
|
0
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
|
Number of securities to be
|
|
Weighted-average exercise
|
|
remaining available for
|
|
|
|
|
issued upon exercise of
|
|
price of outstanding
|
|
future issuance under
|
|
|
|
|
outstanding options,
|
|
options, warrants and
|
|
equity compensation plans
|
|
|
|
|
warrants and rights
|
|
rights
|
|
(excluding securities
|
|
|
|
|
(a)
|
|
(b)
|
|
reflected in column (a))
|
|
|
Equity compensation plans approved by security holders (1)
|
|
1,016,086
|
|
$
|
0.18
|
|
983,914
|
|
Equity compensation plans not approved by security holders (2)
|
|
450,000
|
|
$
|
0.19
|
|
n/a
|
|
Total
|
|
1,466,086
|
|
$
|
0.18
|
|
983,914
|
|
18 | ||
|
19 | ||
|
20 | ||
|
|
|
|
|
|
|
|
|
Change from
|
|
Percent Change
|
|
|
Revenue
|
|
2013
|
|
2012
|
|
Prior Year
|
|
from Prior Year
|
|
|||
Year Ended December 31,
|
|
$
|
16,631,127
|
|
$
|
16,349,523
|
|
$
|
281,604
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
Change from
|
|
Percent Change
|
|
|
Advertising Revenue
|
|
2013
|
|
2012
|
|
Prior Year
|
|
from Prior Year
|
|
|||
Year Ended December 31,
|
|
$
|
466,627
|
|
$
|
620,197
|
|
$
|
(153,570)
|
|
(24.8)
|
%
|
|
|
|
|
|
|
|
|
Change from
|
|
Percent Change
|
|
|
Cost of Goods Sold
|
|
2013
|
|
2012
|
|
Prior Year
|
|
from Prior Year
|
|
|||
Year Ended December 31,
|
|
$
|
10,954,343
|
|
$
|
10,866,959
|
|
$
|
87,384
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
Change from
|
|
Percent Change
|
|
|
Sales and Marketing
|
|
2013
|
|
2012
|
|
Prior Year
|
|
from Prior Year
|
|
|||
Year Ended December 31,
|
|
$
|
3,611,039
|
|
$
|
3,664,862
|
|
$
|
(53,823)
|
|
(1.5)
|
%
|
21 | ||
|
|
|
|
|
|
|
|
|
Change from
|
|
Percent Change
|
|
|
General and Administrative
|
|
2013
|
|
2012
|
|
Prior Year
|
|
from Prior Year
|
|
|||
Year Ended December 31,
|
|
$
|
2,470,276
|
|
$
|
2,300,469
|
|
$
|
169,807
|
|
7.4
|
%
|
|
|
|
|
|
|
|
|
Change from
|
|
Percent Change
|
|
|
Other Income (Expense)
|
|
2013
|
|
2012
|
|
Prior Year
|
|
from Prior Year
|
|
|||
Year Ended December 31,
|
|
$
|
2,045
|
|
$
|
(52,096)
|
|
$
|
54,141
|
|
103.9
|
%
|
|
|
|
|
|
|
|
|
Change from
|
|
Percent Change
|
|
|
Net Income
|
|
2013
|
|
2012
|
|
Prior Year
|
|
from Prior Year
|
|
|||
Year Ended December 31,
|
|
$
|
64,141
|
|
$
|
91,409
|
|
$
|
(27,268)
|
|
(29.8)
|
%
|
22 | ||
|
2014
|
|
113,392
|
|
2015
|
|
108,213
|
|
2016
|
|
110,552
|
|
2017
|
|
72,253
|
|
Thereafter
|
|
-
|
|
Total
|
|
404,410
|
|
23 | ||
|
24 | ||
|
25 | ||
|
|
AMERICA’S SUPPLIERS, INC.
|
|
|
|
|
|
By:
|
/s/ Marc Joseph
|
|
|
Marc Joseph
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ Jeffrey Dorsey
|
|
|
Jeffrey Dorsey
|
|
|
Vice President of Finance and Operations
|
|
|
(Principal Financial and Accounting Officer)
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Christopher Baker
|
|
Chairman
|
|
March 21, 2014
|
Christopher Baker
|
|
|
|
|
|
|
|
|
|
/s/ Marc Joseph
|
|
Director
|
|
March 21, 2014
|
Marc Joseph
|
|
|
|
|
|
|
|
|
|
/s/ Vincent Pino
|
|
Director
|
|
March 21, 2014
|
Vincent Pino
|
|
|
|
|
|
|
|
|
|
/s/ Justiniano Gomes
|
|
Director
|
|
March 21, 2014
|
Justiniano Gomes
|
|
|
|
|
|
|
|
|
|
/s/ Eric Best
|
|
Director
|
|
March 21, 2014
|
Eric Best
|
|
|
|
|
|
|
|
|
|
/s/
Paul Klapper
|
|
Director
|
|
March 21, 2014
|
Paul Klapper
|
|
|
|
|
|
|
|
|
|
/s/
Byron
Bergren
|
|
Director
|
|
March 21, 2014
|
Byron
Bergren
|
|
|
|
|
26 | ||
|
Document
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
F-2
|
Consolidated Balance Sheets
|
|
F-3
|
Consolidated Statements of Operations
|
|
F-4
|
Consolidated Statements of Changes in Shareholders’ Equity
|
|
F-5
|
Consolidated Statements of Cash Flows
|
|
F-6
|
Notes to Consolidated Financial Statements
|
|
F-7
|
F-1 | ||
|
F-2 | ||
|
|
|
December 31,
|
|
December 31,
|
|
||
|
|
2013
|
|
2012
|
|
||
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
378,069
|
|
$
|
777,650
|
|
Certificates of deposit
|
|
|
251,133
|
|
|
250,000
|
|
Accounts receivable
|
|
|
312,811
|
|
|
107,352
|
|
Inventory
|
|
|
45,620
|
|
|
55,077
|
|
Prepaid expenses and other current assets
|
|
|
218,576
|
|
|
208,822
|
|
Total current assets
|
|
|
1,206,209
|
|
|
1,398,901
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
393,276
|
|
|
502,438
|
|
Deposits and other assets
|
|
|
37,250
|
|
|
37,250
|
|
Total assets
|
|
$
|
1,636,735
|
|
$
|
1,938,589
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,275,244
|
|
$
|
1,630,552
|
|
Accrued expenses and other current liabilities
|
|
|
158,161
|
|
|
176,395
|
|
Total current liabilities
|
|
|
1,433,405
|
|
|
1,806,947
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Preferred stock $0.001 par value, 1,000,000 shares
|
|
|
|
|
|
|
|
authorized, no shares outstanding
|
|
|
-
|
|
|
-
|
|
Common stock, $0.001 par value, 50,000,000 shares authorized,
|
|
|
|
|
|
|
|
13,970,339 shares issued and outstanding at December 31, 2013
|
|
|
|
|
|
|
|
and December 31, 2012, respectively
|
|
|
13,970
|
|
|
13,970
|
|
Additional paid in capital
|
|
|
6,743,799
|
|
|
6,736,252
|
|
Accumulated deficit
|
|
|
(6,554,439)
|
|
|
(6,618,580)
|
|
Total stockholders' equity
|
|
|
203,330
|
|
|
131,642
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
1,636,735
|
|
$
|
1,938,589
|
|
F-3 | ||
|
|
|
Twelve Months Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
16,631,127
|
|
$
|
16,349,523
|
|
Advertising revenue
|
|
|
466,627
|
|
|
620,197
|
|
Cost of goods sold
|
|
|
(10,954,343)
|
|
|
(10,866,959)
|
|
Gross profit
|
|
|
6,143,411
|
|
|
6,102,761
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
3,611,039
|
|
|
3,664,862
|
|
General and administrative
|
|
|
2,470,276
|
|
|
2,300,469
|
|
Total operating expenses
|
|
|
6,081,315
|
|
|
5,965,331
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
62,096
|
|
|
137,430
|
|
Other income (expense)
|
|
|
2,045
|
|
|
(52,096)
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
64,141
|
|
|
85,334
|
|
Income tax benefit
|
|
|
-
|
|
|
6,075
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
64,141
|
|
$
|
91,409
|
|
|
|
|
|
|
|
|
|
Net income per share
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.00
|
|
$
|
0.01
|
|
Diluted
|
|
$
|
0.00
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
Basic
|
|
|
13,970,339
|
|
|
13,928,371
|
|
Diluted
|
|
|
13,972,332
|
|
|
14,358,024
|
|
F-4 | ||
|
|
|
Common Stock
|
|
Paid in
|
|
Accumulated
|
|
|
|
|
|||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Total
|
|
||||
Balance at December 31, 2011
|
|
13,970,339
|
|
$
|
13,970
|
|
$
|
6,703,625
|
|
$
|
(6,709,989)
|
|
$
|
7,606
|
|
Net income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
91,409
|
|
|
91,409
|
|
Stock based compensation - stock options and awards
|
|
-
|
|
|
-
|
|
|
32,627
|
|
|
-
|
|
|
32,627
|
|
Balance at December 31, 2012
|
|
13,970,339
|
|
$
|
13,970
|
|
$
|
6,736,252
|
|
$
|
(6,618,580)
|
|
$
|
131,642
|
|
Net income
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
64,141
|
|
|
64,141
|
|
Stock based compensation - stock options and awards
|
|
-
|
|
$
|
-
|
|
|
7,547
|
|
$
|
-
|
|
|
7,547
|
|
Balance at December 31, 2013
|
|
13,970,339
|
|
$
|
13,970
|
|
$
|
6,743,799
|
|
$
|
(6,554,439)
|
|
$
|
203,330
|
|
F-5 | ||
|
|
|
Twelve Months Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
64,141
|
|
$
|
91,409
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used
in) operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
145,396
|
|
|
122,711
|
|
Bad debt expense (recovery)
|
|
|
7,760
|
|
|
(8,339)
|
|
Stock-based compensation
|
|
|
7,547
|
|
|
32,627
|
|
Write-off of loan to Business Calcium
|
|
|
-
|
|
|
53,008
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(213,219)
|
|
|
49,892
|
|
Inventory
|
|
|
9,457
|
|
|
(16,169)
|
|
Prepaid and other current assets
|
|
|
(9,754)
|
|
|
(176,360)
|
|
Accounts payable
|
|
|
(355,308)
|
|
|
(48,814)
|
|
Accrued expenses
|
|
|
(18,234)
|
|
|
38,252
|
|
Deferred revenue
|
|
|
-
|
|
|
(30,000)
|
|
Other liabilities
|
|
|
-
|
|
|
(2,931)
|
|
Net cash provided by (used in) operating activities
|
|
|
(362,214)
|
|
|
105,286
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
Maturities of certificates of deposit
|
|
|
(1,133)
|
|
|
175,031
|
|
Purchases of property and equipment
|
|
|
(36,234)
|
|
|
(157,886)
|
|
Net cash provided by (used in) investing activities
|
|
|
(37,367)
|
|
|
17,145
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activity
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
(399,581)
|
|
|
122,431
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
777,650
|
|
|
655,219
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
378,069
|
|
$
|
777,650
|
|
F-6 | ||
|
F-7 | ||
|
F-8 | ||
|
F-9 | ||
|
|
|
Year Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net income
|
|
$
|
64,141
|
|
$
|
91,409
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding
|
|
|
13,970,339
|
|
|
13,928,371
|
|
Add incremental shares for:
|
|
|
|
|
|
|
|
Stock options
|
|
|
1,993
|
|
|
42,607
|
|
Warrants
|
|
|
-
|
|
|
387,046
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding
|
|
|
13,972,332
|
|
|
14,358,024
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.00
|
|
$
|
0.01
|
|
Diluted
|
|
$
|
0.00
|
|
$
|
0.01
|
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
Stock options
|
|
993,086
|
|
647,586
|
|
Warrants
|
|
450,000
|
|
867,483
|
|
|
|
2013
|
|
2012
|
|
Software and website development costs
|
|
629,813
|
|
626,044
|
|
Computer equipment
|
|
297,169
|
|
274,482
|
|
Leasehold improvements
|
|
47,496
|
|
37,718
|
|
|
|
974,478
|
|
938,244
|
|
Less: accumulated depreciation and amortization
|
|
(581,202)
|
|
(435,806)
|
|
|
|
393,276
|
|
502,438
|
|
F-10 | ||
|
2014
|
|
113,392
|
|
2015
|
|
108,213
|
|
2016
|
|
110,552
|
|
2017
|
|
72,253
|
|
Thereafter
|
|
-
|
|
Total
|
|
404,410
|
|
F-11 | ||
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
Weighted-
|
|
Remaining
|
|
Aggregate
|
|
||
|
|
|
|
Average Exercise
|
|
Contractual Term
|
|
Intrinsic
|
|
||
|
|
Number of Units
|
|
Price
|
|
(in years)
|
|
Value
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012
|
|
998,586
|
|
$
|
0.24
|
|
3.3
|
|
$
|
43,083
|
|
Grants
|
|
25,000
|
|
|
0.12
|
|
|
|
|
|
|
Forfeitures
|
|
(5,500)
|
|
|
3.71
|
|
|
|
|
|
|
Exercises
|
|
-
|
|
|
-
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
1,018,086
|
|
$
|
0.22
|
|
2.4
|
|
$
|
15,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and exercisable at December 31, 2013
|
|
913,486
|
|
$
|
0.23
|
|
2.3
|
|
$
|
9,520
|
|
|
|
Number of
|
|
|
|
Exercise
|
|
Shares
|
|
|
|
Price
|
|
Outstanding
|
|
Exerciseable
|
|
|
|
|
|
|
|
$0.12 - $0.20
|
|
1,016,086
|
|
911,486
|
|
$7.50
|
|
1,000
|
|
1,000
|
|
$26.80
|
|
1,000
|
|
1,000
|
|
|
|
|
|
|
|
|
|
1,018,086
|
|
913,486
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
Weighted-
|
|
Remaining
|
|
|
|
|
|
|
|
Number of
|
|
Average
|
|
Contractual Term
|
|
Intrinsic
|
|
||
|
|
Units
|
|
Exercise Price
|
|
(in years)
|
|
value
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012
|
|
1,722,628
|
|
$
|
0.41
|
|
1.1
|
|
$
|
123,169
|
|
Forfeitures
|
|
(1,272,628)
|
|
|
0.49
|
|
|
|
|
|
|
Exercises
|
|
-
|
|
|
-
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
450,000
|
|
$
|
0.19
|
|
2.0
|
|
$
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exerciseable at December 31, 2013
|
|
450,000
|
|
$
|
0.19
|
|
2.0
|
|
$
|
3,000
|
|
F-12 | ||
|
|
|
Number of
|
|
Exercise Price
|
|
Shares
|
|
$0.18
|
|
150,000
|
|
$0.20
|
|
300,000
|
|
|
|
450,000
|
|
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Current (benefit)
|
|
$
|
-
|
|
$
|
(6,075)
|
|
Deferred provision
|
|
|
-
|
|
|
-
|
|
Net income tax provision
|
|
$
|
-
|
|
$
|
(6,075)
|
|
|
|
2013
|
|
|
2012
|
|
||||||
|
|
Amount
|
|
Percent
|
|
|
Amount
|
|
Percent
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal statutory rates
|
|
$
|
21,808
|
|
34
|
%
|
|
$
|
29,014
|
|
34
|
%
|
State income taxes
|
|
|
4,490
|
|
7
|
%
|
|
|
5,973
|
|
7
|
%
|
Permanent differences
|
|
|
(9,723)
|
|
(15)
|
%
|
|
|
9,733
|
|
11
|
%
|
Return to provision adjustments
|
|
|
(22,518)
|
|
(35)
|
%
|
|
|
(48,777)
|
|
(57)
|
%
|
Changes in valuation allowance
|
|
|
5,943
|
|
9
|
%
|
|
|
4,057
|
|
5
|
%
|
Tax Refund
|
|
|
-
|
|
|
|
|
|
(6,075)
|
|
(7)
|
%
|
Effective rate
|
|
$
|
(0)
|
|
(0)
|
%
|
|
$
|
(6,075)
|
|
(7)
|
%
|
|
|
2013
|
|
2012
|
|
||
Deferred tax assets (liabilities) - current:
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
$
|
50,464
|
|
$
|
66,935
|
|
Book-tax differences in operating assets
|
|
|
14,854
|
|
|
27,270
|
|
Total current deferred tax assets (liabilities)
|
|
|
65,318
|
|
|
94,205
|
|
Deferred tax assets (liabilities) - long-term:
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
20,392
|
|
|
7,570
|
|
Net operating loss carryforwards
|
|
|
480,468
|
|
|
458,460
|
|
Total net deferred tax assets
|
|
|
566,178
|
|
|
560,235
|
|
Valuation allowance
|
|
|
(566,178)
|
|
|
(560,235)
|
|
Net deferred tax assets
|
|
$
|
-
|
|
$
|
-
|
|
F-13 | ||
|
F-14 | ||
|
Exhibit Number
|
|
Exhibit Title
|
2.1
|
|
Agreement and Plan of Merger By and Among Insignia Solutions plc, Jeode Inc. and DollarDays International, Inc., dated June 23, 2008, incorporated by reference to Exhibit 2.1 filed with the Registrant’s Current Report on Form 8-K on March 18, 2009
|
|
|
|
2.2
|
|
Scheme of Arrangement, whereas America’s Suppliers, Inc., a Delaware corporation became the holding company of Insignia Solutions plc, a public limited company incorporated in England and Wales, incorporated by reference to the Registrant’s Definitive Proxy Statement filed on December 10, 2009
|
|
|
|
3.1
|
|
Registrant’s Certificate of Incorporation, incorporated by reference to Exhibit 3.1 filed with the Registrant’s Definitive Proxy Statement on December 10, 2009
|
|
|
|
3.2
|
|
Registrant’s By-Laws, incorporated by reference to Exhibit 3.2 filed with the Registrant’s Definitive Proxy Statement on December 10, 2009
|
|
|
|
10.1*
|
|
Registrant ’ s 2009 Long-Term Incentive Compensation Plan, incorporated by reference to Exhibit 4.1 filed with the Registrant’s Form S-8 Registration Statement (No. 333-176223) on August 11, 2011
|
|
|
|
10.2*
|
|
Registrant’s Form of Stock Award Agreement, incorporated by reference to Exhibit 4.2 filed with the Registrant’s Form S-8 Registration Statement (No. 333-176223) on August 11, 2011
|
|
|
|
10.3*
|
|
Employment Agreement, dated as of November 11, 2010, by and between the Registrant and Marc Joseph, incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on November 17, 2010
|
|
|
|
14.1
|
|
Code of Ethics, incorporated by reference to Exhibit 14.1 filed with the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on July 7, 2006
|
|
|
|
21
|
|
List of Subsidiaries of the Registrant
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101
|
|
The following financial statements from America’s Suppliers, Inc.’s Annual Report on Form 10-K, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Balance Sheets as of December 31, 2013 and 2012, (ii) Consolidated Statements of Operations for the years ended December 31, 2013 and 2012, (iii) Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text**
|
|
|
|
|
|
Filed or furnished herewith.
|
|
|
|
*
|
|
Compensatory plan or arrangement.
|
|
|
|
**
|
|
In accordance with Rule 406T of Regulation S-T, the XBRL related to information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
27 | ||
|
1 Year Americas Suppliers (GM) Chart |
1 Month Americas Suppliers (GM) Chart |
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