UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

OMB APPROVAL

OMB Number: 3235-0070

Expires: January 31, 2013

Estimated average burden

hours per response . . ..... .187.2

(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

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-27210

Zunicom, Inc.

(Exact name of registrant as specified in its charter)

Texas

(State or other jurisdiction of

incorporation or organization)

75-2408297

(I.R.S. Employer Identification No.)

4315 West Lovers Lane, Dallas, Texas

(Address of principal executive offices)

(214) 352-8674

(Registrant’s telephone number, including area code)

None

(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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ X ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data 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).

[ X ] Yes [ ] 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 o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [ X ] No

As of May 14, 2012, 9,904,257 shares of Common Stock were outstanding.

Zunicom, Inc.

INDEX


	Page ----
PART I - Financial Information

Item 1. Financial Statements

Consolidated Balance Sheet at March 31, 2012 (unaudited) and Consolidated Balance Sheet at December 31, 2011. . . . . . . . . . .	4

Unaudited Consolidated Statements of Operations for the three months ended March 31, 2012 and 2011 . . . . . . . . . . . . . . .	6

Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011 . . . . . . . . . .	7

Notes to Unaudited Consolidated Financial Statements. . . . . . . . . .	8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . . . . .	14

Item 3. Quantitative and Qualitative Disclosures About Market Risk . . .	16

Item 4. Controls and Procedures. . . . . . . . . . . . . . . . . . . . .	16

PART II - Other Information

Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .	16

Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . .	16

Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

Certifications

PART I - FINANCIAL INFORMATION

----------------------------------

Item 1. Financial Statements

ZUNICOM, INC.

CONSOLIDATED BALANCE SHEETS


ASSETS

	March 31, 2012		December 31, 2011
	(unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	3,658,431	$	3,793,507
Accounts receivable - trade, net of allowance for doubtful accounts of $12,000 for each period respectively		47,970		44,283
Inventory		11,253		28,621
Deferred costs		55,615		67,780
Prepaid expenses and other current assets		14,477		29,494
Total current assets		3,787,746		3,963,685

PROPERTY AND EQUIPMENT
Computer equipment		3,147		3,147
Furniture and fixtures		10,000		10,000
Total Property and Equipment		13,147		13,147
Less accumulated depreciation		(4,305)		(3,648)
Net property and equipment		8,842		9,499

INTANGIBLE ASSETS - NET OF ACCUMULATED AMORTIZATION		260,750		290,000

INVESTMENT IN UNCONSOLIDATED INVESTEE		4,695,631		4,575,977
TOTAL ASSETS	$	8,752,969	$	8,839,161

The accompanying footnotes are an integral part of these unaudited

consolidated financial statements.

ZUNICOM, INC.

CONSOLIDATED BALANCE SHEETS - Continued

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable	$	435,410	$	404,750
Accrued expenses		43,681		55,402
Deferred revenue		11,769		13,463
Customer deposits		46,403		51,121
Total current liabilities		537,263		524,736

DEFERRED TAX LIABILITY		2,186,534		2,213,406
TOTAL LIABILITIES		2,723,797		2,738,142

STOCKHOLDERS' EQUITY
Preferred stock - $1.00 par value,		58,708		60,208
1,000,000 shares authorized; 58,708 and
60,208 Class A Shares issued and out-
standing; liquidation preference of $308,217
and $316,092 as of March 31, 2012 and December 31, 2011
Common stock - $0.01 par value; 50,000,000 shares authorized; 9,904,257 and 9,901,257 shares issued and outstanding, respectively		99,043		99,013
Additional paid-in capital		9,200,307		9,194,684
Accumulated deficit		(3,328,886)		(3,252,886)
Total stockholders' equity		6,029,172		6,101,019
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	8,752,969	$	8,839,161

The accompanying footnotes are an integral part of these unaudited

consolidated financial statements.

ZUNICOM, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2012 and 2011

	2012		2011
REVENUE
Sales	$	220,414	$	267,806
Service		83,853		71,300
Total revenue		304,267		339,106

COST OF REVENUE
Cost of goods sold		112,701		93,380
Direct servicing costs		52,056		48,477
Total cost of revenue		164,757		141,857

GROSS PROFIT		139,510		197,249

OPERATING EXPENSES
Selling, general and administrative		326,569		263,920
Depreciation and amortization		29,907		29,750
Total operating expenses		356,476		293,670
LOSS FROM OPERATIONS		(216,966)		(96,421)

OTHER INCOME (EXPENSE)
Interest income		1,973		3,341
Equity in earnings of unconsolidated investee		117,991		154,826
Total other income		119,964		158,167
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES		(97,002)		61,746

INCOME TAXES BENEFIT (EXPENSE)		26,872		(67,540)

LOSS FROM CONTINUING OPERATIONS	$	(70,130)	$	(5,794)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES		-		(6,960)
NET LOSS		(70,130)		(12,754)

Preferred stock dividend		(5,870)		(5,870)
Net loss attributable to
common stockholders	$	(76,000)	$	(18,624)

Basic and diluted net loss per share
attributable to common stockholders:
Loss from continuing operations	$	(0.01)	$	(0.00)
Loss from discontinued operations	$	-	$	(0.00)
Net loss per share	$	(0.01)	$	(0.00)

Number of weighted average shares of common stock outstanding
Basic and diluted		9,902,675		9,733,527

The accompanying footnotes are an integral part of these unaudited

consolidated financial statements.

ZUNICOM, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Three Months Ended March 31, 2012 and 2011

		2012		2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(70,130)	$	(12,754)
Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation and amortization		29,907		29,750
	Equity in earnings of investee		(117,991)		(154,827)
	Stock-based compensation		2,491		12,678
	Deferred income taxes		(26,872)		63,955

Changes in operating assets and liabilities:
	Accounts receivable - trade		(3,688)		3,139
	Inventories		17,366		(45,965)
	Deferred costs		12,165		41,689
	Prepaid expenses and other current assets		15,017		9,158
	Accounts payable		30,663		(58,750)
	Accrued expenses		(11,722)		(28,293)
	Customer deposits		(4,718)		3,707
	Deferred revenue		(1,694)		--
Net cash used in operating activities			(129,206)		(136,513)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Dividends paid on preferred stock		(5,870)		(5,870)
Net cash provided by financing activities			(5,870)		(5,870)

NET DECREASE IN CASH AND CASH EQUIVALENTS			(135,076)		(142,383)

Cash and cash equivalents at beginning of year			3,793,507		4,427,227

Cash and cash equivalents at end of year		$	3,658,431	$	4,284,844

SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW FINANCING ACTIVITIES

Conversion of preferred stock to common stock		$	(1,500)	$	-

The accompanying footnotes are an integral part of these unaudited

consolidated financial statements.

ZUNICOM, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - ORGANIZATION

Zunicom, Inc., ("Zunicom" or the "Company") was formed on January 10, 1992 as a Texas corporation. Zunicom's consolidated wholly-owned subsidiary, AlphaNet Hospitality Systems Inc. ("AlphaNet"), has been a provider of guest communication services to the hospitality market. AlphaNet discontinued this business as of August 31, 2010. Accordingly, the results of this discontinued operation are presented in our Unaudited Consolidated Statements of Operation above. In April of 2010, AlphaNet purchased the assets and business of Action Computer Systems and is now a reseller of point-of-sale software and hardware to restaurants in southern Connecticut, Westchester County, New York, and New York City (Note I). Zunicom also holds a 40.8 percent ownership interest in Universal Power Group, Inc. (UPG), a distributor and supplier to a diverse and growing range of industries of portable power and related synergistic products, provider of third-party logistics services and a custom battery pack assembler.

NOTE B - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included for the three month period ended March 31, 2012. The results for the three month period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012. The unaudited consolidated financial statements included in this filing should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's annual report on form 10-K for the year ended December 31, 2011.

NOTE C - STOCK-BASED COMPENSATION

Stock-based compensation expense recognized in the statements of operations for the three months ended March 31, 2012 and 2011, of $2,491, and $12,678 respectively, represents the amortization of the restricted stock grant to the Company's chairman.

As of June 30, 2011, the 2007 grant of restricted stock to the Company's chairman has been fully expensed.

Amortization of the restricted stock granted to UPG employees for the three months ended March 31, 2012 and 2011 of $1,663 and $10,271, respectively, represents the amortization of the restricted stock grant to UPG employees in 2007 and 2011. The grant of the new restricted shares to UPG officers and employees is accounted for as a contribution of capital. The Company will amortize 59% of that capital contribution as additional equity in earnings (loss) of the investee over the vesting period.

Restricted Stock

On June 25, 2007, the Board of Directors approved a grant of 996,940 restricted shares of the Company’s common stock to our chairman and certain officers and employees of UPG. Several of the officers and employees of UPG had been officers and employees of the Company prior to the deconsolidation of UPG in December 2006. The Company attributed a value of $205,801 to the restricted stock granted to our chairman and $377,392 to the restricted stock granted to the officers and employees of UPG. The grant was made in recognition of past and future performance, especially with regard to the initial public offering of UPG's common stock in which Zunicom was able to sell 1,000,000 shares of UPG common stock resulting in an $0.80 dividend to shareholders paid in the first quarter of 2007. The restricted stock vested in full on June 25, 2011, but was extended for three years pursuant to a new agreement as described below. Accordingly, the deferred stock compensation to the Company’s chairman has been fully amortized and the unrecognized compensation cost to certain UPG employees has been fully realized as of September 30, 2011.

NOTE C - STOCK-BASED COMPENSATION (CONTINUED)

On January 21, 2009, the chief executive officer of UPG resigned and according to the terms of the restricted stock agreement, forfeited his restricted stock grant. Accordingly, his shares were returned to the Company and the investment in UPG was reduced by $132,925. During 2011, two UPG employees resigned and according to the terms of the restricted stock agreement, forfeited their restricted stock grant. Accordingly, their shares have been returned to the Company and the investment in UPG has been reduced by $4,624.

On June 24, 2011, the Company offered an additional grant of restricted shares to the grantees on condition that the grantees would agree that the original grant remain in escrow and subject to the original restrictions until June 30, 2014. The new grant will also be subject to the same restrictions and remain in escrow for the same period. All remaining grantees accepted the Company’s offer.

Accordingly, on June 24, 2011, the Company issued a grant of 87,952 restricted shares of common stock to the Company’s chairman and a grant of 99,538 restricted shares of common stock to certain employees of UPG. These additional shares will vest on June 30, 2014 and will be held in escrow for the benefit of the grantee subject to the same restrictions and risk of forfeiture as the original shares until the vesting date.

As of March 31, 2012, $7,692 of the restricted stock grant to the Company’s chairman has been amortized and $22,475 remains unamortized and $5,136 of the restricted stock grant to UPG employees has been amortized and $15,007 remains unamortized.

The Company accounted for the grant of the new restricted shares to our chairman as stock based compensation. We accounted for the grant of the new restricted shares to UPG officers and employees as a contribution of capital. The Company will amortize 59% of that capital contribution as additional equity in earnings (loss) of the investee over the vesting period.

Valuation Assumptions

The fair values of option awards are estimated at the grant date using a Black-Scholes option pricing model. There were no options granted in the three months ended March 31, 2012 or 2011.

Activity and Summary

Stock option activity under the 1999 and 2000 stock option plans was as follows:

			Weighted Average
	Number of Shares		Exercise Price
Options outstanding at December 31, 2011	125,000		$	0.71
Granted	--		$	--
Exercised	--		$	--
Canceled, lapsed or forfeited	(25,000	)	$	1.75
Options outstanding at March 31, 2012	100,000			0.45

NOTE C - STOCK-BASED COMPENSATION (CONTINUED)

The following table summarizes stock options outstanding under the 1999 and 2000

stock option plans at March 31, 2012:

	Options Outstanding				Options Exercisable
		Weighted
		Average
		Remaining	Weighted			Weighted
	Number of	Contractual	Average		Number of	Average
Range of	Options	Life	Exercise		Options	Exercise
Exercise Prices	Outstanding	(in years)	Price		Exercisable	Price
$ 0.45	100,000	1.0	$	0.45	100,000	$	0.45

At March 31, 2012, the aggregate intrinsic value of options outstanding and exercisable was $0. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for those awards that have an exercise price currently below the quoted price. At March 31, 2012, all outstanding options were fully vested.

NOTE D - NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss increased by the preferred stock dividends of $5,870 and $5,870 for the three months ended March 31, 2012 and 2011, respectively, by the weighted average number of common shares outstanding for the period.

Diluted net loss per share is computed by dividing net income decreased by the preferred stock dividends by the weighted average number of common shares and common stock equivalents outstanding for the period. The Company's common stock equivalents include all common stock issuable upon conversion of preferred stock and the exercise of outstanding stock options.

The dilutive effect of 100,000 options and the dilutive effect of the conversion of 58,708 shares of preferred stock into 117,416 shares of common stock have not been included in the computation of dilutive net income per share for the three month period ended March 31, 2012 and 2011 as the effect would be anti-dilutive.

NOTE E - UNCONSOLIDATED INVESTEE

The Company's investment in UPG is accounted for under the equity method of accounting for the three month periods ended March 31, 2012 and 2011. Following is a summary of financial information of UPG for the three months ended March 31, 2012 and 2011:

Three Months Ended March 31,

($ in thousands)

		2012		2011

Net revenues	$	26,410	$	21,587

Cost of revenues		21,734		17,278

Gross profit		4,676		4,309

Operating expenses		4,167		3,536

Income from operations		509		773

Interest expense		(144)		(141)
Other, net		125		-
Income from operations before income tax provision		490		632

Income tax provision		(198)		(229)

Net income	$	292	$	403

Following is a summary of the balance sheets for UPG as of

March 31, 2012 and December 31, 2011.

	($ in thousands)
	March 31,	December 31,
	2012	2011
Current assets	45,533	40,990
Noncurrent assets	2,995	3,085
Current liabilities	25,241	21,086
Noncurrent liabilities	204	229
Shareholders' equity	23,083	22,760

NOTE F - FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the hierarchy are described below:

•		Level 1: consists of financial instruments whose value is based on quoted market prices for identical financial instruments in an active market
•		Level 2: consists of financial instruments that are valued using models or other valuation methodologies. These models use inputs that are observable either directly or indirectly; Level 2 inputs include (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument
•		Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation

The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial instruments and their classification within the fair value hierarchy. Financial instruments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. There have been no changes in the classification of any financial instruments within the fair value hierarchy.

NOTE G - SHAREHOLDERS' EQUITY

During the three month periods ended March 31, 2012 and 2011, the Company paid a cash dividend of $5,870, and $5,870, respectively, to the holders of its class A Preferred Stock.

NOTE H - LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. As of March 31, 2012, the Company is not subject to any ongoing legal proceedings.

NOTE I - PURCHASE OF BUSINESS

On March 30, 2010, AlphaNet entered into a binding agreement to acquire the business and the assets of Advanced Computer Software, Inc., a New York corporation, doing business as Action Computer Systems for a purchase price of $495,000. Action Computer Systems is a reseller of point-of-sale software to restaurants in the New York metropolitan area and southern Connecticut. The software, Restaurant Manager, was developed by Action Systems Inc., Silver Spring, Maryland. On April 23, 2010, AlphaNet closed on the acquisition and now provides point-of-sale software, hardware systems and maintenance and support to restaurants in the New York metropolitan area and southern Connecticut.

The Company accounted for this purchase under the acquisition method of accounting. The following represents the purchase price allocation at the date of the acquisition:

Customer Lists	$	335,000
Covenant not to compete		150,000
Fixed Assets		10,000
Purchase price	$	$495,000

NOTE J – DISCONTINUED OPERATIONS

In August 2010, the Company discontinued its guest communications services business. The Company chose to abandon the assets associated with this business and accordingly has written these assets off in the consolidated statements of operations for the year ended December 31, 2010.

The liability related to discontinued operations as of March 31, 2012 and 2011 is accounts payable of $282,725 and $289,102 respectively.

NOTE K - ECONOMIC DEPENDENCE

With the purchase of the business of Action Computer Systems in April 2010, the Company is now a reseller for Action Systems Inc. (ASI) in Silver Spring, Maryland, the developer of Restaurant Manager, a point-of-sale computer software system designed for restaurants. Should ASI fail to develop and issue improvements for the Restaurant Manager software to keep pace with technological developments and the operational needs of restaurants, Restaurant Manager's competitive position could be diminished and the Company's business would be harmed.

Should ASI cease operation of its business, the Company would be forced to identify other point-of-sale software that it could offer to the restaurant industry. The Company has an effective sales and marketing, and service and support infrastructure in place and an installed system base in excess of 500 customers which could make it an attractive reseller for one of the many point-of-sale software systems offered to restaurants. However, there is no guarantee that the Company would be able to identify such a replacement system or, if identified, complete an arrangement satisfactory to the Company or to the system developer.

NOTE L – REVERSE/FORWARD STOCK SPLIT

The Company's Board of Directors has approved a 1-for-12 reverse stock split of our Common Stock followed by a 12-for-1 forward stock split of our Common Stock (the" Reverse/Forward Stock Split"). In January 2012 shareholders owing in excess of 50% of the voting power of the Company approved the Reverse/Forward Stock Split. On February 10, 2012, the Company filed Schedules 14C and a 13E-3 Transaction Statement with the Security and Exchange Commission (SEC) in connection with the Reverse/Forward Stock Split. We cannot effectuate the Reverse/Forward Stock Split until twenty days after we mail our Schedule 14C Information Statement to our shareholders. If consummated, the Reverse/Forward Stock Split would provide that all shareholders owning less than 12 shares of our Common Stock would receive a payment of $.65 for each share and would thereafter no longer be shareholders of the Company. The shareholdings of all other shareholders would remain unchanged. The Reverse/Forward Stock Split is part of the Company's plan to terminate the registration of the Common Stock and suspend its reporting requirements under the Exchange Act ("Deregistration" or "Deregister"). Following the effective date of the Reverse/Forward Stock Split, the Company would have fewer than 300 Shareholders of record and would be eligible for Deregistration under the Exchange Act. Therefore, the Reverse/Forward Stock Split is considered a "going private" transaction as defined in Rule 13e-3 promulgated under the Exchange Act. The Company has received comments from the SEC and is in the process of responding to those comments.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with Zunicom's Unaudited Consolidated Interim Financial Statements and notes thereto included elsewhere in this Form 10-Q. Except for the historical information contained herein, the discussion in this Form 10-Q contains certain forward looking statements that involve risks and uncertainties, such as statements of Zunicom's plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. These statements include, without limitation, statements concerning the potential operations and results of the Company described below. Zunicom's actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, without limitation, those factors discussed herein and in Zunicom's Annual Report on Form 10-K for the year ended December 31, 2011.

RESULTS OF OPERATIONS

Currently, the operations of Zunicom are conducted through its wholly-owned subsidiary, AlphaNet. AlphaNet had been a provider of guest communication services to the hospitality market. AlphaNet exited this business as of August 31, 2010. In April 2010, AlphaNet purchased the assets and business of Action Computer Systems and is now a reseller of point-of-sale software and hardware to restaurants in southern Connecticut, Westchester County, New York, and New York City.

Three months ended March 31, 2012

REVENUES

For the three month period ended March 31, 2012, Zunicom, through its wholly owned subsidiary Alphanet, had consolidated revenues of $304,267 compared to $339,106 for the same period in 2011, a decrease of $34,839 or 10.3%. The decrease is due primarily to a decrease in the sales of new systems offset by increases in service and commission revenue. We are encountering increased competition from lower end point-of-sale systems reducing the number of systems sold and decreasing prices and margins on those systems sold.

COST OF REVENUES

For the three month period ended March 31, 2012, cost of revenue was $164,757 compared to $141,857 for the same period in 2011, an increase of $22,900 or 16.1%. The increase primarily reflects increases in the cost of new system components and technician’s wages. In 2011, we were able to purchase a key new system component at a significant discount due to a model change, reducing our cost of sales and increasing our gross profit. The increase in the cost of technicians reflects the increases in service revenue.

GROSS PROFIT

For the three month period ended March 31, 2012, gross profit was $139,510 compared to $197,249 for the same period in 2011, a decrease of $57,739 or 29.3%. Gross profit as a percent of total revenue was 45.8% for the three month period ended March 31, 2012 compared to 58.2% for the same period in 2011. The drop in gross profit reflects the discounted purchase in 2011 and increasing pricing pressure in the market for point-of-sale systems.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

OPERATING EXPENSES

For the three month period ended March 31, 2012, Zunicom's consolidated operating expenses, consisting of selling, general and administrative expenses increased to $326,569 compared to $263,920 for the same period in 2011, an increase of $62,649 or 23.7%. The increase is due to an increase in Zunicom’s legal fees related to the 14C and 13E-3 filings with the Securities and Exchange Commission (see note L in the financial statements) offset by a decrease in stock compensation expense. Operating expenses increased at Action Computer Systems due primarily to an increase in compensation costs reflecting the addition of one marketing and administrative support position, an increase in marketing expenses reflecting efforts to increase the number of customers on service and support contracts, and an increase in health insurance costs, offset by a decrease in sales commissions reflecting the lower volume of new systems sales.

For the three month period ended March 31, 2012, the Company recorded $29,907 in depreciation and amortization expense compared to $29,750 in 2011.

OTHER INCOME / EXPENSE

Zunicom's consolidated interest income for the three month period ended March 31, 2012 was $1,973 compared to interest income of $3,341 for the same period in 2011, a decrease of $1,368, or 40.9%. The decrease is due to a declining cash balance.

Equity in earnings of investee of $117,991 represents Zunicom's share of UPG's net income for the three month period ended March 31, 2012 recorded in accordance with the equity method of accounting for an unconsolidated investee.

LIQUIDITY

Zunicom, on a consolidated basis, had cash and cash equivalents of $3,658,431 at March 31, 2012.

Net cash used in operating activities was $129,206 for the three month period ended March 31, 2012 as compared to $136,513 for the same period in 2011. The cash used in operating activities is primarily attributable to the net loss of $70,130, equity in earnings of investee of $117,991, deferred income taxes of 26,872, offset by depreciation of $29,907, non-cash stock based compensation of $2,491, and changes in operating assets and liabilities of $53,389.

Net cash used in financing activities for the three month period ended March 31, 2012 was $5,870 representing payment of a cash dividend on the Company's preferred stock.

Zunicom management believes that cash on hand will be sufficient to meet its operational needs over the next year.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rates

We currently have no direct borrowings and therefore are not exposed to market rate risk for changes in interest rates.

ITEM 4. CONTROLS AND PROCEDURES

The Company's management, including the Company's principal executive officer and principal financial officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13(a) - 15(e) and 15(d) - 15(e) under the Securities Exchange Act of 1934) as of the three months ended March 31, 2012. Based upon that evaluation, the Company's principal executive officer and principal financial officer have concluded that the disclosure controls and procedures were effective as of March 31, 2012 to insure that the information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934, as amended, was recorded, processed, summarized or reported within the time periods specified in the rules and regulations of the SEC, and included controls and procedures designed to ensure that information required to be disclosed by us in such reports was accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

There were no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. None

Item 6. Exhibits.

The following exhibits are filed as part of this report or incorporated herein as indicated.

3.1	Articles of Incorporation, as amended (incorporated by reference to the Company's Registration Statement on Form SB-2, Commission File No. 33-98662, filed on October 30, 1995 and amended on January 5,1996 and January 23, 1996).

3.2	Certificate of Designation (incorporated by reference to the Company's Registration Statement on Form SB-2, Commission File No. 33-98662, filed on October 30, 1995 and amended on January 5, 1996 and January 23, 1996).

3.2A	Amended Certificate of Designation (incorporated by reference to the Company's Registration Statement on Form SB-2, Commission File No.33-98662, filed on October 30, 1995 and amended on January 5, 1996 and January 23, 1996).

3.3	Bylaws (incorporated by reference to the Company's Registration Statement on Form SB-2, Commission File No. 33-98662, filed on October 30, 1995 and amended on January 5, 1996 and January 23, 1996).

10.1	Second Amended and Restated Creditors Subordination Agreement (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2008, Commission File No. 0-27210, filed August 14, 2008)
10.2	Purchase and Sale agreement between AlphaNet Hospitality Systems, Inc. Advanced Computer Software, Inc. dated March 30, 2010 (incorporated by reference to the Company's Annual Report on Form 10-K for the Fiscal year ended December 31, 2009, Commission File No. 000-27210, filed April 7, 2010)
14.2	Code of Ethics and Business Conduct as adopted March 30, 2004 (incorporated by reference to the Company's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2003, Commission File No. 0-27210, filed March 31, 2004)
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1	Certification of Chief 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 Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

____________

* Filed herewith.

Signature

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.

	Zunicom, Inc.
	(Registrant)

Date: May 15, 2012	/s/ John C. Rudy
	John C. Rudy Chief Financial Officer (principal financial officer)

ZUNICOM INC 10-Q