e10ksbza

10KSB/A 1 g81473ae10ksbza.htm ACTION PRODUCTS INTERNATIONAL, INC. e10ksbza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB/A-1


(Mark One)
[X]		Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the fiscal year ended December 31, 2002

or

[ ]		Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the transition period from to

000-13118
(Commission File No.)

ACTION PRODUCTS INTERNATIONAL, INC.

(Name of Small Business Issuer in Its Charter)


FLORIDA (State or other jurisdiction of incorporation or organization		59-2095427 (I.R.S. Employer Identification No.)

390 N. ORANGE AVE., SUITE 2185 ORLANDO, FLORIDA (Address of principal executive offices)		32801 (Zip Code)

Issuer’s Telephone Number, including area code: (407) 481-8007

Securities registered under Section 12(b)
of the Securities Exchange Act of 1934:

NONE

Securities registered under Section 12(g)
of the Securities Exchange Act of 1934:

COMMON STOCK, $.001 PAR VALUE

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

Issuer’s revenues for its most recent fiscal year were $6,429,300.

As of March 14, 2003, the aggregate market value of the voting stock held by non-affiliates, based on the average of the high and the low bid and asked prices reported on such date, was $1,064,500.

As of March 14, 2003, there were 3,104,800 shares of issuer’s common stock outstanding.

Transitional Small Business Disclosure Format Yes [ ] No [X]

Introductory Comment

This amendment to the December 31, 2002 Form 10-KSB Annual Report is being filed solely for the purpose of filing the Section 302 Certifications as required under Exchange Act Rule 13a-14. The Section 302 Certifications were erroneously filed as correspondence with the initial filing of Form 10-KSB on March 26, 2003. Other than including the Section 302 Certifications, there are no changes to the issuer's Form 10-KSB for the fiscal year ended December 31, 2002.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, Action Products International, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		ACTION PRODUCTS INTERNATIONAL, INC.



		/s/ RONALD S. KAPLAN Ronald S. Kaplan Chairman of the Board and Chief Executive Officer (principal executive officer)



Date: March 28, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


SIGNATURE	TITLE	DATE

/s/ RONALD S. KAPLAN Ronald S. Kaplan	Chief Executive Officer and Chairman of the Board (principal executive officer)	March 28, 2003

/s/ ROBERT L. BURROWS Robert L. Burrows	Chief Financial Officer and Secretary (principal financial officer and principal accounting officer)	March 28, 2003

Neil Swartz	Director	March 28, 2003

Scott Runkel	Director	March 28, 2003

/s/ JUDITH KAPLAN Judith Kaplan	Director	March 28, 2003

/s/ WARREN KAPLAN Warren Kaplan	Director	March 28, 2003

CERTIFICATION

I, Ronald S. Kaplan, certify that:

1. I have reviewed this annual report on Form 10-KSB of Action Products International, Inc;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiences and material weaknesses.


Date: March 21, 2003		/s/ RONALD S. KAPLAN

		Ronald S. Kaplan Chief Executive Officer

CERTIFICATION

I, Robert L. Burrows, certify that:

1. I have reviewed this annual report on Form 10-KSB of Action Products International, Inc;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of director’s (or persons performing the equivalent functions):

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


Date: March 21, 2003		/s/ ROBERT L. BURROWS

		Robert L. Burrows Chief Financial Officer