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: June 30, 2010




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 small business issuer 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


(Issuer's
telephone number)




(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 Website, 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   ̈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 (Check one):





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            Smaller
      reporting company  x





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:  14,105,857 shares of common
stock as of August 4, 2010.








AMERICA’S
SUPPLIERS, INC.





Table
of Contents





PagePART
      I – FINANCIAL INFORMATION
                  
                  1Item
      1. Financial Statements:.
                  
                  2Consolidated
      Balance Sheets (unaudited)
                  
                  2Consolidated
      Statements of Operations (unaudited)
                  
                  3Consolidated
      Statements of Cash Flows (unaudited)
                  
                  4Notes
      to Consolidated Financial Statements (unaudited)
                  
                  5Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                  
                  9Item
      3. Quantitative and Qualitative Disclosure About Market
    Risk
                  
                  14Item
      4T. Controls and Procedures
                  
                  14PART
      II – OTHER INFORMATION
                  
                  14Item
      1. Legal Proceedings.
                  
                  14Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                  
                  14Item
      3. Defaults Upon Senior Securities
                  
                  14Item
      4. (Removed and Reserved)
                  
                  15Item
      5. Other Information.
                  
                  15Item
      6. Exhibits
                  
                  16SIGNATURES
                  
                  17




i


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, 2009.





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


(unaudited)





June 30,
                    
                    
                    December 31,2010
                    
                    
                    2009AssetsCash
      and cash equivalents
                    
                    $
                    187,455
                    
                    
                    $
                    78,095Certificates
      of deposit
                    
                    
                    700,000
                    
                    
                    
                    785,000Accounts
      receivable, net
                    
                    
                    188,260
                    
                    
                    
                    68,107Inventory
                    
                    
                    1,102
                    
                    
                    
                    -Prepaid
      expenses and other current assets
                    
                    
                    55,515
                    
                    
                    
                    75,129Total
      current assets
                    
                    
                    1,132,332
                    
                    
                    
                    1,006,331Property
      and equipment, net
                    
                    
                    352,110
                    
                    
                    
                    274,351Investment
      in Business Calcium
                    
                    
                    100,778
                    
                    
                    
                    -Deposits
      and other assets
                    
                    
                    42,257
                    
                    
                    
                    32,251Total
      assets
                    
                    $
                    1,627,477
                    
                    
                    $
                    1,312,933Liabilities
      and DeficitAccounts
      payable
                    
                    $
                    1,444,344
                    
                    
                    $
                    1,037,780Accrued
      expenses
                    
                    
                    485,908
                    
                    
                    
                    614,831Deferred
      revenue
                    
                    
                    12,395
                    
                    
                    
                    16,243Other
      liabilities
                    
                    
                    5,117
                    
                    
                    
                    5,815Total
      current liabilities
                    
                    
                    1,947,764
                    
                    
                    
                    1,674,669ASI
      shareholders' deficit:Preferred
      shares, $0.001 par value, 1,000,000 shares authorized, no shares
      outstanding at June 30, 2010 and December 31, 2009
                    
                    
                    -
                    
                    
                    
                    -Ordinary
      shares, $0.001 par value, 50,000,000 shares authorized, 14,105,857 and
      12,925,348 shares outstanding at June 30, 2010 and December 31, 2009,
      respectively
                    
                    
                    14,106
                    
                    
                    
                    12,925Additional
      paid in capital
                    
                    
                    6,577,837
                    
                    
                    
                    6,574,345Accumulated
      deficit
                    
                    
                    (6,913,274
                    )
                    
                    
                    (6,949,006
                    )Total
      ASI shareholders' deficit
                    
                    
                    (321,331
                    )
                    
                    
                    (361,736
                    )Noncontrolling
      interest
                    
                    
                    1,044
                    
                    
                    
                    -Total
      deficit
                    
                    
                    (320,287
                    )
                    
                    
                    (361,736
                    )Total
      liabilities and deficit
                    
                    $
                    1,627,477
                    
                    
                    $
                    1,312,933





See
accompanying notes to unaudited consolidated financial
statements.


2





AMERICA’S SUPPLIERS, INC.


Consolidated
Statements of Operations


(unaudited)





Three Months Ended June 30,
                            
                            
                            Six Months Ended June 30,2010
                            
                            
                            2009
                            
                            
                            2010
                            
                            
                            2009Net
      revenues
                            
                            $
                            3,557,934
                            
                            
                            $
                            3,140,282
                            
                            
                            $
                            6,757,398
                            
                            
                            $
                            5,714,827Advertising
      revenue
                            
                            
                            70,636
                            
                            
                            
                            52,669
                            
                            
                            
                            112,724
                            
                            
                            
                            97,823Cost
      of goods sold
                            
                            
                            2,336,623
                            
                            
                            
                            2,082,917
                            
                            
                            
                            4,486,223
                            
                            
                            
                            3,783,196Gross
      profit
                            
                            
                            1,291,947
                            
                            
                            
                            1,110,034
                            
                            
                            
                            2,383,899
                            
                            
                            
                            2,029,454Operating
      expenses:Sales
      and marketing
                            
                            
                            746,958
                            
                            
                            
                            702,423
                            
                            
                            
                            1,355,999
                            
                            
                            
                            1,266,087General
      and administrative
                            
                            
                            526,429
                            
                            
                            
                            462,031
                            
                            
                            
                            984,772
                            
                            
                            
                            958,664Total
      operating expenses
                            
                            
                            1,273,387
                            
                            
                            
                            1,164,454
                            
                            
                            
                            2,340,771
                            
                            
                            
                            2,224,751Operating
      income (loss):
                            
                            
                            18,560
                            
                            
                            
                            (54,420
                            )
                            
                            
                            43,128
                            
                            
                            
                            (195,297
                            )Other
      income (expense):Interest
      expense
                            
                            
                            -
                            
                            
                            
                            (3,914
                            )
                            
                            
                            -
                            
                            
                            
                            (4,500
                            )Loss
      from equity investment
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (8,804
                            )
                            
                            
                            -Mark
      to market gains on liability for unauthorized shares
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            3,036Other
      income (expense)
                            
                            
                            (9,433
                            )
                            
                            
                            8,692
                            
                            
                            
                            (6,735
                            )
                            
                            
                            45,067Total
      other income (expense)
                            
                            
                            (9,433
                            )
                            
                            
                            4,778
                            
                            
                            
                            (15,539
                            )
                            
                            
                            43,603Net
      income (loss)
                            
                            
                            9,127
                            
                            
                            
                            (49,642
                            )
                            
                            
                            27,589
                            
                            
                            
                            (151,694
                            )Less:  net
      loss attributable to noncontrolling interest
                            
                            
                            (4,352
                            )
                            
                            
                            -
                            
                            
                            
                            (8,143
                            )
                            
                            
                            -Net
      income (loss) attributable to America's Suppliers, Inc.
                            
                            $
                            13,479
                            
                            
                            $
                            (49,642
                            )
                            
                            $
                            35,732
                            
                            
                            $
                            (151,694
                            )Net
      income (loss) per share:Basic
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            (0.01
                            )Diluted
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            (0.01
                            )Weighted
      average common shares outstandingBasic
                            
                            
                            12,925,348
                            
                            
                            
                            12,925,348
                            
                            
                            
                            12,925,348
                            
                            
                            
                            12,852,912Diluted
                            
                            
                            13,208,609
                            
                            
                            
                            12,925,348
                            
                            
                            
                            13,026,646
                            
                            
                            
                            12,852,912





See
accompanying notes to unaudited consolidated financial
statements.


3


AMERICA’S
SUPPLIERS, INC.


Consolidated
Statements of Cash Flows


(unaudited)





Six Months Ended June 30,2010
                    
                    
                    2009Cash
      flows from operating activities:Net
      income (loss)
                    
                    $
                    35,732
                    
                    
                    $
                    (151,694
                    )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Loss
      from equity investment
                    
                    
                    8,804
                    
                    
                    
                    -Mark
      to market gains /losses on liability for unauthorized
    shares
                    
                    
                    -
                    
                    
                    
                    (3,036
                    )Loss
      attributable to noncontrolling interest
                    
                    
                    (8,143
                    )
                    
                    
                    -Depreciation
      and amortization
                    
                    
                    39,264
                    
                    
                    
                    25,575Bad
      debt expense
                    
                    
                    16
                    
                    
                    
                    813Loss
      on disposal of fixed assets
                    
                    
                    8,708
                    
                    
                    
                    -Stock-based
      compensation
                    
                    
                    4,673
                    
                    
                    
                    28,037Changes
      in assets and liabilities:Accounts
      receivable
                    
                    
                    (120,169
                    )
                    
                    
                    16,636Inventory
                    
                    
                    (1,102
                    )
                    
                    
                    -Prepaid
      and other current assets
                    
                    
                    19,614
                    
                    
                    
                    (27,635
                    )Deposits
      and other assets
                    
                    
                    (10,006
                    )
                    
                    
                    10,000Accounts
      payable
                    
                    
                    406,564
                    
                    
                    
                    87,973Accrued
      expenses
                    
                    
                    (128,923
                    )
                    
                    
                    (460,613
                    )Deferred
      revenue
                    
                    
                    (3,848
                    )
                    
                    
                    12,822Other
      liabilities
                    
                    
                    (698
                    )
                    
                    
                    624Net
      cash provided by (used in) operating activities
                    
                    
                    250,486
                    
                    
                    
                    (460,498
                    )Cash
      flows from investing activities:Maturities
      of certificates of deposits
                    
                    
                    85,000
                    
                    
                    
                    689,123Investment
      in Business Calcium
                    
                    
                    (100,395
                    )
                    
                    
                    -Purchases
      of equipment and website development costs
                    
                    
                    (125,731
                    )
                    
                    
                    (46,492
                    )Net
      cash (used in) provided by investing activities
                    
                    
                    (141,126
                    )
                    
                    
                    642,631Cash
      flows from financing activities:Proceeds
      from line of credit
                    
                    
                    -
                    
                    
                    
                    150,000Payments
      on line of credit
                    
                    
                    -
                    
                    
                    
                    (150,000
                    )Shares
      repurchased from converted debtholders
                    
                    
                    -
                    
                    
                    
                    (65,212
                    )Net
      cash used in financing activities
                    
                    
                    -
                    
                    
                    
                    (65,212
                    )Change
      in cash and cash equivalents
                    
                    
                    109,360
                    
                    
                    
                    116,921Cash
      and cash equivalents, beginning of period
                    
                    
                    78,095
                    
                    
                    
                    20,836Cash
      and cash equivalents, end of period
                    
                    $
                    187,455
                    
                    
                    $
                    137,757Supplemental
      cash flow disclosures:Reclassification
      for liability associated with unauthorized, unissued shares to be
      issued
                    
                    $
                    -
                    
                    
                    $
                    (24,717
                    )Reclassification
      for liability associated with unauthorized, unissued shares
      issued
                    
                    $
                    -
                    
                    
                    $
                    155,933Cash
      paid for interest
                    
                    $
                    -
                    
                    
                    $
                    4,500





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





On
December 14, 2009, America’s Suppliers, Inc., a Delaware corporation (“ASI” or
the “Company”), became the holding company of Insignia Solutions plc, a public
limited company incorporated in England and Wales (“Insignia”), pursuant to a
scheme of arrangement under Section 897 of the UK Companies Act of 2006 that was
approved by the Insignia stockholders on November 30, 2009 and the High Court of
Justice in England and Wales on December 14, 2009 (the “Scheme of
Arrangement”).  Pursuant to the Scheme of Arrangement, every ordinary
share, 1 pence par value per share, of Insignia (the “Ordinary Shares”) was
exchanged and cancelled at a ratio of ten Ordinary Shares for one share of
common stock, $0.001 par value per share (the “Common Stock”), of ASI (the
“Exchange Ratio”).  All data for common stock, options and warrants
have been adjusted to reflect the one-for-ten reverse split for all periods
presented. In addition, all common stock prices and per share data for all
periods presented have been adjusted to reflect the one-for-ten reverse stock
split.  Insignia is now a wholly-owned subsidiary of ASI. The
securities issued in the transaction were issued in reliance on an exemption
from the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 3(a)(10) promulgated thereunder.





DollarDays
International, Inc. (“DDI Inc.), our wholly owned subsidiary, is an Internet
based wholesaler of general merchandise to small independent resellers through
its website www.DollarDays.com.  Orders are placed by customers
through the website 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, 2009. The accounting policies are described in
the “Notes to the Consolidated Financial Statements” in the 2009 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 and six months ended June 30,
2010 are not necessarily indicative of the operating results for the full year
or for any other subsequent interim period.





In the
fourth quarter of fiscal 2009, the Company conducted a 1 for 10 reverse stock
split.  All share and per share amounts have been retroactively
restated to reflect this change.





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


5


Noncontrolling
Interest and Investment in Business Calcium





In
December 2009, the Company entered into a series of agreements to develop
WowMyUniverse.com, Inc. (“Wow”), a retail online business to sell directly to
consumers, and Business Calcium, Inc. (“Business Calcium”), a
website-development company. Under these agreements, the Company is obligated to
pay an aggregate of $260,000 beginning in January 2010, consisting of $60,000
for consulting fees and $200,000 for a 25% equity interest in Business Calcium
and a 90% interest in Wow.  These entities are each newly formed and
had no assets or liabilities as of the date of the agreements.  An
aggregate of $230,000 has been paid as of June 30, 2010, of which $30,000 was
for consulting fees.





As part
of these agreements, Business Calcium owns the remaining 10% interest in
Wow.  Business Calcium has a put option which, if exercised, would
require the Company to repurchase this 10% interest in Wow in exchange for a
cash payment equal to 5.7 times Wow’s trailing twelve month
EBITDA.  This put option is exercisable in December
2011.  At June 30, 2010, the Company has assigned a fair value of $0
to this instrument based on the current operating performance of
Wow.





The Company has accounted for its
investment in Business Calcium using the equity method of accounting for
investments.  The Company contributed an aggregate of $109,582 for its
investment in Business Calcium, (which includes $9,187 that Business Calcium
invested in Wow for its 10% ownership stake).  Because the other
shareholder is not obligated to contribute any funding to Business Calcium, the
Company had a difference between its investment and its proportionate interest
in the net assets of Business Calcium of $82,187, which is accounted for as
equity-method goodwill and carried as part of the investment in Business Calcium
on the accompanying consolidated balance sheet at June 30, 2010.





The Company is accounting for Wow as a
consolidated subsidiary and is reflecting Business Calcium’s ownership interest
in Wow as a noncontrolling interest in the accompanying consolidated financial
statements as of and for the three and six months ended June 30,
2010.  During the three and six months ended June 30, 2010, Wow
incurred net operating losses of $43,526 and $81,433, respectively, which
reflect operating activities which began in January 2010.  No revenues
were generated by Wow during the three or six months ended June 30,
2009.   At June 30, 2010, Wow had assets of $94,900 consisting of
$804 of cash and $94,096 of capitalized website development costs which are
included as part of the consolidated balance sheets.  At June 30,
2010, the noncontrolling interest balance was $1,044 which consisted of $9,187
of the original 10% investment from Business Calcium and partially offset by an
allocated loss of $8,143 from Wow’s operation to Business Calcium for the six
months ended June 30, 2010.





Note
2:  Going Concern





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





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




6


Note
3:  Restricted Stock





On
February 25, 2009, the Company granted of an aggregate of 1,475,636 common
shares with a fair value of $47,220 vesting as follows:





·
            20%
      vest immediately.


·
            20%
      of shares granted vest on or after February 25, 2010 if price per share
      equals or exceeds $0.60 and trading volume is at least 5,000 shares per
      day for 25 of 30 consecutive days in a trading
  period.


·
            30%
      of shares granted vest on or after February 25, 2011 if price per share
      equals or exceeds $1.00 and trading volume is at least 5,000 shares per
      day for 25 of 30 consecutive days in a trading
  period.


·
            30%
      of shares granted vest on or after February 25, 2012 if price per share
      equals or exceeds $1.50 and trading volume is at least 5,000 shares per
      day for 25 of 30 consecutive days in a trading
  period





During
the quarter ended June 30, 2010, all 1,475,636 shares were issued although
1,180,509 shares remain unvested at June 30, 2010 as they have not met the
vesting criteria.  The unvested shares are included in shares
outstanding at June 30, 2010 but are excluded from the weighted average shares
outstanding computation for basic earnings per share in accordance with ASC
260.  The Company recognized stock based compensation of $1,845 and
$3,320, for the three months ended June 30, 2010 and 2009, respectively and
$4,673 and $28,037 for the six months ended June 30, 2010 and 2009,
respectively, based on the vesting schedule and requisite service
period.





Note
4:  Recently Adopted Accounting Pronouncements





In
January 2010, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value
Measurements (ASU 2010-06). This update provides amendments to Subtopic 820-10
and requires new disclosures for 1) significant transfers in and out of Level 1
and Level 2 and the reasons for such transfers and 2) activity in Level 3 fair
value measurements to show separate information about purchases, sales,
issuances and settlements. In addition, this update amends Subtopic 820-10 to
clarify existing disclosures around the disaggregation level of fair value
measurements and disclosures for the valuation techniques and inputs utilized
(for Level 2 and Level 3 fair value measurements). The provisions in ASU 2010-06
are applicable to interim and annual reporting periods beginning subsequent to
December 15, 2009, with the exception of Level 3 disclosures of purchases,
sales, issuances and settlements, which will be required in reporting periods
beginning after December 15, 2010. The adoption of ASU 2010-06 did not impact
the Company’s operating results, financial position or cash flows.





In
February 2010, FASB issued ASU No. 2010-09, Amendments to Certain
Recognition and Disclosure Requirements (ASU 2010-09). This update amends
Subtopic 855-10 and gives a definition to SEC filer, and requires SEC filers to
assess for subsequent events through the issuance date of the financial
statements. This amendment states that an SEC filer is not required to disclose
the date through which subsequent events have been evaluated for a reporting
period. ASU 2010-09 becomes effective upon issuance of the final update. The
Company adopted the provisions of ASU 2010-09 for the period ended June 30,
2010.





In April
2010, the FASB issued ASU No. 2010-12, Accounting for Certain Tax Effects
of the 2010 Health Care Reform Acts (ASU 2010-12). This update clarifies
questions surrounding the accounting implications of the different signing dates
of the Health Care and Education Reconciliation Act (signed March 30, 2010)
and the Patient Protection and Affordable Care Act (signed March 23, 2010).
ASU 2010-12 states that the FASB and the Office of the Chief Accountant at the
SEC would not be opposed to view the two Acts together for accounting purposes.
The Company is currently assessing the impact, if any, the adoption of ASU
2010-12 will have on the Company’s disclosures, operating results, financial
position and cash flows.




7


Note
5:  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, as the exercise price for the outstanding instruments
exceeded the average market price for the Company’s common stock.





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





Three Months Ended June 30,
                      
                      
                      Six Months Ended June 30,2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009Net
      income (loss) attributable to America's Supplier
                      
                      $
                      13,479
                      
                      
                      $
                      (49,642
                      )
                      
                      $
                      35,732
                      
                      
                      $
                      (151,694
                      )Basic
      weighted average common shares outstanding
                      
                      
                      12,925,348
                      
                      
                      
                      12,925,348
                      
                      
                      
                      12,925,348
                      
                      
                      
                      12,852,912Add
      incremental shares for:Stock
      options
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Warrants
                      
                      
                      283,261
                      
                      
                      
                      -
                      
                      
                      
                      101,298
                      
                      
                      
                      -Diluted
      weighted average common shares outstanding
                      
                      
                      13,208,609
                      
                      
                      
                      12,925,348
                      
                      
                      
                      13,026,646
                      
                      
                      
                      12,852,912Net
      income (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:





Six Months Ended June 30,2010
                  
                  
                  2009Stock
      options
                  
                  
                  426,090
                  
                  
                  
                  575,051Warrants
                  
                  
                  537,328
                  
                  
                  
                  1,707,447





Additionally,
an aggregate of 1,180,509 shares of unvested restricted stock were excluded from
the computation of diluted earnings per share as these shares are subject to
market performance conditions that were not met as of June 30,
2010.




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, 2009, filed
with the Securities and Exchange Commission on June 30, 2010.





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 to smaller distributors, retailers
and non-profits nationwide seeking single and small case-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 85,000 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 1.5 million small businesses and
receives approximately 2 million monthly page views. We receive an average of
approximately 3,000 orders per month. Our target audience is smaller
businesses.





America’s Suppliers,
Inc. becomes Parent of Insignia Solutions plc





On
December 14, 2009, ASI became the holding company of Insignia pursuant to a
Scheme of Arrangement under Section 897 of the UK Companies Act of 2006 that was
approved by the Insignia stockholders on November 30, 2009 and the High Court of
Justice in England and Wales on December 14, 2009.  Pursuant to the
Scheme of Arrangement, every Ordinary Share of Insignia was exchanged at a ratio
of ten Ordinary Shares for one share of Common Stock of ASI.  All
outstanding Insignia options and warrants were assumed by ASI, adjusted as per
the Exchange Ratio, and such options and warrants are now exercisable for shares
of ASI common stock.  Insignia is now a wholly-owned subsidiary of
ASI.  The securities issued in the transaction were issued in reliance
on an exemption from the registration requirements of the Securities Act of
1933, as amended, pursuant to Section 3(a)(10) promulgated
thereunder.




9


New
Business Ventures





In
December 2009, we entered into a series of agreements to develop
WowMyUniverse.com, Inc. (“Wow”), a retail online business to sell directly to
consumers, and Business Calcium, Inc. (“Business Calcium”), a website
development company. Under these agreements, we are obligated to pay an
aggregate of $260,000 beginning in January 2010, consisting of $60,000 for
consulting fees and $200,000 in exchange for a 25% equity interest in Business
Calcium and a 90% interest in Wow.  An aggregate of $230,000 has been
paid as of June 30, 2010.





As part
of these agreements, Business Calcium owns the remaining 10% interest in
Wow.  Business Calcium has a put option which, if exercised, would
require us to repurchase this 10% interest in Wow in exchange for a cash payment
equal to 5.7 times Wow’s trailing twelve month EBITDA.  This put
option is exercisable at December 2011.  At June 30, 2010, we assigned
a fair value of $0 to this instrument based on the current operating performance
of Wow.





During the six months ended June 30,
2010, Business Calcium and Wow incurred net operating losses of $35,214 and
$81,433, respectively, as these entities were in the development stage and have
yet to generate revenues.  Business Calcium is accounted for as an
equity-method investment and our proportionate share of their losses were $8,804
which is reflected in other income (expense) in the accompanying consolidated
income statement.  Wow is accounted for as a consolidated subsidiary,
and the noncontrolling interest in Wow’s losses were $8,143 for the six months
ended June 30, 2010.





Recent
Operating Performance





During the first six months of 2010, we
have generated net income totaling $109,024 from our primary operating
subsidiary, DollarDays.  We have recently made investments in new
business ventures as outline above which has reduced our profitability, yet we
have generated net income on a consolidated basis for two consecutive
quarters.  While there can be no assurance that we will continue to
generate profits in the future, we are excited about the growth of our core
business and the potential of our new investments.





Results
of Operations




Net
Revenues




Net Revenues
                
                2010
                
                
                2009
                
                
                Change from
                  Prior Year
                
                
                Percent Change
                  from Prior YearThree
      months ended June 30,
                
                $
                3,557,934
                
                
                $
                3,140,282
                
                
                $
                417,652
                
                
                
                13.3
                %Six
      months ended June 30,
                
                $
                6,757,398
                
                
                $
                5,714,827
                
                
                $
                1,042,571
                
                
                
                18.2
                %




Net revenues increased for three and
six months ended June 30, 2010 as compared to the three and six months ended
June 30, 2009, as a result of our continuing marketing efforts and increased
business development programs.  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.




Advertising
Revenue




Advertising Revenue
                  
                  2010
                  
                  
                  2009
                  
                  
                  Change from
                    Prior Year
                  
                  
                  Percent Change
                    from Prior YearThree
      months ended June30,
                  
                  $
                  70,636
                  
                  
                  $
                  52,669
                  
                  
                  $
                  17,967
                  
                  
                  
                  34.1
                  %Six
      months ended June 30,
                  
                  $
                  112,724
                  
                  
                  $
                  97,823
                  
                  
                  $
                  14,901
                  
                  
                  
                  15.2
                  %


Advertising revenue increased during
the three and six months ended June 30, 2010 as compared to the three and six
months ended June 30, 2009 as a result of our continuing marketing efforts and
increased business development programs.


10


Cost of Goods Sold




Cost of Goods Sold
                
                2010
                
                
                2009
                
                
                Change from
                  Prior Year
                
                
                Percent Change
                  from Prior YearThree
      months ended June30,
                
                $
                2,336,623
                
                
                $
                2,082,917
                
                
                $
                253,706
                
                
                
                12.2
                %Six
      months ended June 30,
                
                $
                4,486,223
                
                
                $
                3,783,196
                
                
                $
                703,027
                
                
                
                18.6
                %




Cost of goods sold increased during the
three and six months ended June 30, 2010 as compared to the three and six months
ended June 30, 2009, due primarily to the increase in net revenues as discussed
above. 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
                
                2010
                
                
                2009
                
                
                Change from
                  Prior Year
                
                
                Percent Change
                  from Prior YearThree
      months ended June30,
                
                $
                746,958
                
                
                $
                702,423
                
                
                $
                44,535
                
                
                
                6.3
                %Six
      months ended June 30,
                
                $
                1,355,999
                
                
                $
                1,266,087
                
                
                $
                89,912
                
                
                
                7.1
                %




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 and six months ended June 30, 2010 as compared to the three and six
months ended June 30, 2009 due to increased efforts to generate revenues through
increased pay-per-click advertising, increased search optimization fees, greater
shipping promotions, and increased sales personnel.  Additionally, we
added new sales associates to drive revenues, which fees are a percentage of the
resulting sales.




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
                
                2010
                
                
                2009
                
                
                Change from
                  Prior Year
                
                
                Percent Change
                  from Prior YearThree
      months ended June30,
                
                $
                526,429
                
                
                $
                462,031
                
                
                $
                64,398
                
                
                
                13.9
                %Six
      months ended June 30,
                
                $
                984,772
                
                
                $
                958,664
                
                
                $
                26,108
                
                
                
                2.7
                %




General and administrative expenses
increased in the three months ended June 30, 2010 as compared to the three
months ended June 30, 2009 due primarily to $43,526 of expenses associated with
Wow and other miscellaneous cost changes.




General
and administrative expenses increased in the six months ended June 30, 2010 as
compared to the six months ended June 30, 2009 due primarily to $81,433 of
expenses associated with Wow, offset by reduced stock based compensation fees,
board fees and cost containment initiatives during the six months ended June 30,
2010.




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.




11


Other Income
(Loss)




Other Income (Loss)
                
                2010
                
                
                2009
                
                
                Change from
                  Prior Year
                
                
                Percent Change
                  from Prior YearThree
      months ended June 30,
                
                $
                (9,433
                )
                
                $
                4,778
                
                
                $
                (14,211
                )
                
                
                (297.4
                )%Six
      months ended June 30,
                
                $
                (15,539
                )
                
                $
                43,603
                
                
                $
                (59,142
                )
                
                
                (135.6
                )%




Other loss for the three months ended
June 30, 2010 included $1,345 of losses on our investment in Business Calcium
and $8,708 loss on disposal of fixed assets, partially offset by $620 of
interest income.  Other income for the three months ended June 30,
2009 consisted of $3,914 interest expense offset by $8,693 of interest income on
cash balances and short-term investments.




Other loss for the six months ended
June 30, 2010 included $8,804 of losses on our investment in Business Calcium
and $8,708 loss on disposal of fixed assets, partially offset by $1,973 of
interest income.  Other income for the six months ended June 30, 2009
consisted of $3,036 of mark-to-market gains on our derivative liability for
previously unauthorized shares, and $26,479 of interest income on cash balances
and short-term investments and other miscellaneous income.




Net Income
(Loss)




Net Income (Loss)
                
                2010
                
                
                2009
                
                
                Change from
                  Prior Year
                
                
                Percent Change
                  from Prior YearThree
      months ended June30,
                
                $
                13,479
                
                
                $
                (49,642
                )
                
                $
                63,121
                
                
                
                127.2
                %Six
      months ended June 30,
                
                $
                35,732
                
                
                $
                (151,694
                )
                
                $
                187,426
                
                
                
                123.6
                %




Our net incomes for the three and six
months ended June 30, 2010 as compared to net losses for the three and six
months ended June 30, 2009 is attributable to improved operating efficiencies
and improved revenues, partially offset by losses incurred by our start-up
ventures, Wow and Business Calcium, during the three and six  months
ended June 30, 2010.




12


Liquidity
and Capital Resources




Our operating cash inflows were
$250,486 for the six months ended June 30, 2010, as compared to outflows of
$460,498 for the six months ended June 30, 2009, constituting an increase in
cash provided by operations of $710,984. The change in net operating cash
inflows is attributable to an improvement in net income of $187,426, an increase
in changes in working capital and other operating assets and liabilities of
$521,625, plus fewer non-cash charges of $1,933.





Investing cash outflows for the
six months ended June 30, 2010 consisted of $85,000 of cash received from the
sale of short-term investments, offset by a net cash outlay of $100,395 for our
investment in Business Calcium (consisting of an aggregate investment of
$109,582, of which $9,187 was used for Business Calcium’s investment in Wow, a
consolidated entity) and $125,731 of investments in equipment and website
development costs to support our business operations and expansion into the
consumer marketplace.  Investing cash inflows for the six months ended
June 30, 2009 consisted of $689,123 of cash from the sale of short-term
investments, partially offset by $46,492 of investments in
equipment.




Financing
cash outflows were $0 for the six months ended June 30, 2010.  We had
financing outflows of $65,212 for the six months ended June 30, 2009 due to the
repurchase of shares from certain debtholders.





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.





13


Off-balance
sheet arrangements





We did
not have any off-balance sheet arrangements at June 30, 2010.




Item
3.   Quantitative and Qualitative Disclosure About Market
Risk





Not
applicable





Item
4. 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.  A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.  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.  During
the period covered by this Quarterly Report, there have not been any changes in
our internal control over financial reporting that have materially affected, or
that are reasonably likely to materially affect, our internal control over
financial reporting.




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 June 30,
2010, that have materially affected, or are reasonably likely to affect, our
internal controls over financial reporting.





PART
II – OTHER INFORMATION





Item
1.   Legal Proceedings.





None.




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





None.





Item
3.   Defaults Upon Senior Securities.





None.


14





Item
4.   Reserved.





Item
5.   Other Information.




Peter
Engel, the Company's CEO and Chairman unexpectedly passed away in July
2010.  Marc Joseph, the Company's President is currently acting in the
capacity of the Principal Executive Officer was elected as a member of the Board
of Directors on July 27, 2010.


15


Item
6.   Exhibits.




Exhibit
                            Number
                          
                          Description31.1
                          
                          Certification
      of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the
      Securities Exchange Act of 193431.2
                          
                          Certification
      of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the
      Securities Exchange Act of 193432.1
                          
                          Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 200232.2
                          
                          Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002




16


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.





AMERICA’S
      SUPPLIERS, INC.By:
              /s/  Marc
  JosephMarc
      JosephPresident(Principal
      Executive Officer)By:
              /s/Michael MooreMichael
      MooreTreasurer
      and Secretary(Principal
      Financial Officer)


17