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
      1934For
      the quarterly period ended: March 31, 2010Or ̈
                        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: 12,925,348 shares of common stock as
of May 11, 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
              12Item
      3. Quantitative and Qualitative Disclosure About Market
    Risk
              18Item
      4T. Controls and Procedures
              18PART
      II – OTHER INFORMATION
              18Item
      1. Legal Proceedings
              18Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              19Item
      3. Defaults Upon Senior Securities
              19Item
      4. (Removed and Reserved)
              19Item
      5. Other Information
              19Item
      6. Exhibits
              20SIGNATURES
              21




ii


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)




March
      31,
              
              
              December
      31,2010
              
              
              2009AssetsCash
      and cash equivalents
              
              $
              150,520
              
              
              $
              78,095Certificates
      of deposit
              
              
              500,000
              
              
              
              785,000Accounts
      receivable, net
              
              
              125,012
              
              
              
              68,107Prepaid
      expenses and other current assets
              
              
              60,123
              
              
              
              75,129Total
      current assets
              
              
              835,655
              
              
              
              1,006,331Property
      and equipment, net
              
              
              305,931
              
              
              
              274,351Investment
      in Business Calcium
              
              
              69,545
              
              
              
              -Deposits
      and other assets
              
              
              32,254
              
              
              
              32,251Total
      assets
              
              $
              1,243,385
              
              
              $
              1,312,933Liabilities
      and DeficitAccounts
      payable
              
              $
              1,067,832
              
              
              $
              1,037,780Accrued
      expenses
              
              
              490,516
              
              
              
              614,831Deferred
      revenue
              
              
              10,832
              
              
              
              16,243Other
      liabilities
              
              
              5,466
              
              
              
              5,815Total
      current liabilities
              
              
              1,574,646
              
              
              
              1,674,669ASI
      shareholders' deficit:Preferred
      shares, $0.001 par value, 1,000,000 sharesauthorized, no
      shares outstanding at March 31, 2010 and December 31,
      2009
              
              
              -
              
              
              
              -Ordinary
      shares, $0.001 par value, 50,000,000 shares authorized,
      12,925,348 shares outstanding at March 31, 2010
      and December 31, 2009, respectively
              
              
              12,925
              
              
              
              12,925Additional
      paid in capital
              
              
              6,577,173
              
              
              
              6,574,345Accumulated
      deficit
              
              
              (6,926,755
              )
              
              
              (6,949,006
              )Total
      ASI shareholders' deficit
              
              
              (336,657
              )
              
              
              (361,736
              )Noncontrolling
      interest
              
              
              5,396
              
              
              
              -Total
      deficit
              
              
              (331,261
              )
              
              
              (361,736
              )Total
      liabilities and deficit
              
              $
              1,243,385
              
              
              $
              1,312,933


2





AMERICA’S
SUPPLIERS, INC.


Consolidated
Statements of Operations


(unaudited)





Three Months Ended March 31,2010
                    
                    
                    2009Net
      revenues
                    
                    $
                    3,199,464
                    
                    
                    $
                    2,574,545Advertising
      revenue
                    
                    
                    42,088
                    
                    
                    
                    45,154Cost
      of goods sold
                    
                    
                    2,149,600
                    
                    
                    
                    1,700,279Gross
      profit
                    
                    
                    1,091,952
                    
                    
                    
                    919,420Operating
      expenses:Sales
      and marketing
                    
                    
                    609,043
                    
                    
                    
                    563,664General
      and administrative
                    
                    
                    458,343
                    
                    
                    
                    496,633Total
      operating expenses
                    
                    
                    1,067,386
                    
                    
                    
                    1,060,297Operating
      income (loss):
                    
                    
                    24,566
                    
                    
                    
                    (140,877
                    )Other
      income (expense):Loss
      from equity investment
                    
                    
                    (7,459
                    )
                    
                    
                    -Mark
      to market gains on liability for unauthorized shares
                    
                    
                    -
                    
                    
                    
                    3,036Other
      revenue
                    
                    
                    1,353
                    
                    
                    
                    35,789Total
      other income
                    
                    
                    (6,106
                    )
                    
                    
                    38,825Net
      income (loss)
                    
                    
                    18,460
                    
                    
                    
                    (102,052
                    )Less:
      net loss attributable to noncontrolling interest
                    
                    
                    (3,791
                    )
                    
                    
                    -Net
      income (loss) attributable to America's Suppliers, Inc.
                    
                    $
                    22,251
                    
                    
                    $
                    (102,052
                    )Net
      income (loss) per share:Basic
                    
                    $
                    -
                    
                    
                    $
                    (0.01
                    )Diluted
                    
                    $
                    -
                    
                    
                    $
                    (0.01
                    )Weighted
      average common shares outstandingBasic
                    
                    
                    12,925,348
                    
                    
                    
                    12,784,898Diluted
                    
                    
                    12,925,348
                    
                    
                    
                    12,784,898





See
accompanying notes to unaudited consolidated financial
statements.


3





AMERICA’S
SUPPLIERS, INC.


Consolidated
Statements of Cash Flows


(unaudited)





Three Months Ended March 312010
                
                
                2009Cash
      flows from operating activities:Net
      income (loss)
                
                $
                22,251
                
                
                $
                (102,052
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Loss
      from equity investment
                
                
                7,459
                
                
                
                -Mark
      to market gains /losses on liability for unauthorized
    shares
                
                
                -
                
                
                
                (3,036
                )Loss
      attributable to noncontrolling interest
                
                
                (3,791
                )
                
                
                -Depreciation
      and amortization
                
                
                18,941
                
                
                
                12,822Bad
      debt expense
                
                
                16
                
                
                
                813Stock-based
      compensation
                
                
                2,828
                
                
                
                24,717Changes
      in assets and liabilities:Accounts
      receivable
                
                
                (56,921
                )
                
                
                33,225Prepaid
      and other current assets
                
                
                15,006
                
                
                
                (5,252
                )Deposits
      and other assets
                
                
                (3
                )
                
                
                10,000Accounts
      payable
                
                
                30,052
                
                
                
                34,775Accrued
      expenses
                
                
                (124,315
                )
                
                
                (389,612
                )Deferred
      revenue
                
                
                (5,411
                )
                
                
                13,293Other
      liabilities
                
                
                (349
                )
                
                
                1,250Net
      cash used in operating activities
                
                
                (94,237
                )
                
                
                (369,057
                )Cash
      flows from investing activities:Maturities
      (purchases) of certificates of deposits
                
                
                285,000
                
                
                
                407,869Investment
      in Business Calcium
                
                
                (67,817
                )
                
                
                -Purchases
      of equipment and website development costs
                
                
                (50,521
                )
                
                
                (26,713
                )Net
      cash provided by investing activities
                
                
                166,662
                
                
                
                381,156Cash
      flows from financing activities:Proceeds
      from line of credit
                
                
                -
                
                
                
                150,000Shares
      repurchased from converted debtholders
                
                
                -
                
                
                
                (65,212
                )Net
      cash (used in) provided by financing activities
                
                
                -
                
                
                
                84,788Change
      in cash and cash equivalents
                
                
                72,425
                
                
                
                96,887Cash
      and cash equivalents, beginning of period
                
                
                78,095
                
                
                
                20,836Cash
      and cash equivalents, end of period
                
                $
                150,520
                
                
                $
                117,723Supplemental
      cash flow disclosures:Reclassification
      for liability associated with unauthorized, unissued shares to be
      issued
                
                $
                -
                
                
                $
                (24,717
                )Cash
      paid for interest
                
                $
                -
                
                
                $
                -





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 financial statements, but does not include all disclosures required
by accounting principles generally accepted in the United States. The results of
operations for the three months ended March 31, 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.





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 in exchange 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 $135,000 has been paid as of March 31,
2010.




5




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 exerciseable in
December 2011. At March 31, 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 $77,004 for its investment
in Business Calcium (which includes $9,187 that Business Calcium’s 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 $57,753 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 March 31, 2010. At March 31, 2010, Business
Calcium had assets of $37,981, consisting of $28,879 of cash and $9,102 of
equipment.




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 months ended March 31, 2010. During the three
months ended March 31, 2010, Wow incurred net operating losses of $37,907, which
reflect operating activities which began in January 2010. No revenues were
generated by Wow during the three months ended March 31, 2010. At March 31,
2010, Wow had assets of $53,963 consisting of $5,000 of cash and $48,963 of
capitalized website development costs which are included as part of the
consolidated balance sheets. At March 31, 2010, the noncontrolling interest
balance was $5,396 which consisted of $9,187 of the original 10% investment from
Business Calcium and partially offset by an allocated loss of $3,791 from Wow’s
operation to Business Calcium for the three months ended March 31,
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: Property and Equipment





The
following table sets forth information with respect to property and equipment at
March 31, 2010:





March 31,
                  
                  
                  December 31,2010
                  
                  
                  2009Software
      and website development costs
                  
                  $
                  276,605
                  
                  
                  $
                  227,709Computer
      equipment
                  
                  
                  152,789
                  
                  
                  
                  151,162Leasehold
      improvements
                  
                  
                  36,890
                  
                  
                  
                  36,890466,284
                  
                  
                  
                  415,761Less:
      accumulated depreciation and amortization
                  
                  
                  (160,353
                  )
                  
                  
                  (141,410
                  )$
                  305,931
                  
                  
                  $
                  274,351




7


Note
4: Line of Credit





The
Company has a $150,000 revolving line of credit with a financial institution. At
March 31, 2010 and December 31, 2009, the balance outstanding on the line of
credit was $0. Interest payments are due monthly at an annual rate of 6%. The
line of credit has no stated maturity date.




Note
5: Commitments and Contingencies





Litigation





From time
to time, the Company is party to certain legal proceedings incidental to the
conduct of its business. Management believes that the outcome of pending legal
proceedings will not, either individually or in the aggregate, have a material
adverse effect on its business, financial position, and results of operations,
cash flows or liquidity.





Operating
Leases





We lease
certain offices, facilities, and equipment under non-cancellable operating
leases expiring at various dates through 2013. The Company has the following
future commitments under non-cancelable operating leases as of March 31,
2010.




2010
                      
                      
                      221,3182011
                      
                      
                      275,5522012
                      
                      
                      166,2282013
                      
                      
                      88,6842014
                      
                      
                      -Thereafter
                      
                      
                      -Total
                      
                      $
                      751,782





Other
Commitments





At March 31, 2010, the Company owed an
aggregate of $125,000 under the agreements to acquire Wow and Business Calcium
described in Note 1. The Company also has an obligation to repurchase Business
Calcium’s interest in Wow in December 2011 subject to the exercise of a put
option held by Business Calcium as described in Note 1.





Note
6: Common Stock





Prior to
December 14, 2009, the Company’s stockholders held American Depositary Shares
(“ADSs”), each representing one ordinary share of 1 pence (UK) nominal
value.  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 and cancelled at a ratio of ten Ordinary Shares for one
share of Common Stock of ASI.  As a result of the Scheme of
Arrangement, the ASI shares are now quoted on the Over-the-Counter Bulletin
Board (the “OTCBB”) under the trading symbol “AASL”, and the Insignia ADSs were
cancelled on the Pink Sheets.  All outstanding share amounts in this
Report on Form 10-Q have been restated to reflect the exchange.





Note
7: Stock Options





The
Company has historically granted stock options to certain vendors and employees
as well as in connection with certain financing transactions. There have been no
grants under the Company’s stock option plans since
2006.




8




All stock
compensation expense related to outstanding options has been recognized prior to
December 31, 2008. The Company has a total of 523,505 options outstanding as of
March 31, 2010, which have no intrinsic value as of that date.





The following table summarizes the
Company’s stock option activity:





Number of
                    Units
                  
                  
                  Weighted-
                    Average
                    Exercise Price
                  
                  
                  Weighted-
                    Average
                    Remaining
                    Contractual Term
                    (in years)Outstanding
      at December 31, 2009
                  
                  
                  574,776
                  
                  
                  $
                  2.28Grants
                  
                  
                  -
                  
                  
                  
                  -Forfeitures
                  
                  
                  (51,271
                  )
                  
                  
                  5.17Exercises
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at March 31, 2010
                  
                  
                  523,505
                  
                  
                  $
                  2.00
                  
                  
                  
                  2.0Exerciseable
      at March 31, 2010
                  
                  
                  523,505
                  
                  
                  $
                  2.00
                  
                  
                  
                  2.0




Note
8: Warrants





The following table summarizes warrant
activity for the three months ended March 31, 2010:





Number of
                    Units
                  
                  
                  Weighted-
                    Average
                    Exercise Price
                  
                  
                  Weighted-
                    Average
                    Remaining
                    Contractual Term
                    (in years)Outstanding
      at December 31, 2009
                  
                  
                  1,707,447
                  
                  
                  $
                  1.46Grants
                  
                  
                  -
                  
                  
                  
                  -Forfeitures
                  
                  
                  (132,582
                  )
                  
                  
                  4.03Exercises
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at March 31, 2010
                  
                  
                  1,574,865
                  
                  
                  $
                  1.25
                  
                  
                  
                  2.7Exerciseable
      at March 31, 2010
                  
                  
                  1,574,865
                  
                  
                  $
                  1.25
                  
                  
                  
                  2.7





Note
9: 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.


9





·
            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





At March
31, 2010 and 2009, the Company included 295,127 and 295,127 shares,
respectively, as outstanding in connection with the grants described above and
recognized stock based compensation of $2,828 and $24,717 for the three
months then ended based on the vesting schedule and requisite service
period. A total of 295,127 of such shares were not issued on the first
anniversary, February 25, 2010, since the requirements for grant were not
achieved. These shares will vest in the future to the extent that such
performance conditions are met.




Note
10: 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
March 31, 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.





Note
11: 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.




10




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





Three Months Ended March 31,2010
                    
                    
                    2009Stock
      options
                    
                    
                    523,505
                    
                    
                    
                    581,526Warrants
                    
                    
                    1,574,865
                    
                    
                    
                    1,707,447





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 March 31,
2010.


11




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 financial statements and should be read in
conjunction with such 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 March 31, 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 cased-sized lots at bulk
prices.  We launched our first website in October 2001.  The
site offers customers an opportunity to shop for bargains conveniently, while
offering our suppliers an alternative sales channel.  We believe our
website offers a unique benefit to smaller businesses in that they are able to
purchase goods from wholesalers and importers in single and small case lots,
with no minimum purchase requirements at discounted prices.  We
believe the prevailing reason our business has been able to obtain bulk pricing
for single case lots is our ability to reach smaller distributors, retailers and
non-profits that most general merchandise suppliers cannot economically reach.
We provide all the logistics and customer support to serve this sales channel
and grow our customer base.





We
continually add new, limited inventory products to our website in order to
create an atmosphere that encourages customers to visit frequently and purchase
products before the inventory sells out.  Through our Internet
catalog, we offer approximately 25,000 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.




12




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 in exchange for a 25% equity
interest in Business Calcium and a 90% interest in Wow.  An aggregate
of $135,000 has been paid as of March 31, 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 March 31, 2010, we
assigned a fair value of $0 to this instrument based on the current operating
performance of Wow.





During
the three months ended March 31, 2010, Business Calcium and Wow incurred net
operating losses of $29,837 and $37,907, respectively, as these entities are 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 $7,459 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 $3,791 for the three months ended March 31, 2010.





Results
of Operations




Net
Revenues




Three months ended
                    March 31,
                  
                  Net
                    Revenues
                  
                  
                  Change from
                    Prior Year
                  
                  
                  Percent Change
                    from Prior Year2010
                  
                  $
                  3,199,464
                  
                  
                  $
                  624,919
                  
                  
                  
                  24.3
                  %2009
                  
                  $
                  2,574,545




Net
revenues increased for three months ended March 31, 2010 as compared to the
three months ended March 31, 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




Three months ended
                    March 31,
                  
                  Advertising Revenue
                  
                  
                  Change from
                    Prior Year
                  
                  
                  Percent Change
                    from Prior Year2010
                  
                  $
                  42,088
                  
                  
                  $
                  (3,066
                  )
                  
                  
                  (6.8
                  )%2009
                  
                  $
                  45,154




Advertising
revenue decreased during the three months ended March 31, 2010 as compared to
the three months ended March 31, 2009 due to a decline in the number of
advertisers on our site.




13


Cost
of Goods Sold




Three months ended
                    March 31,
                  
                  Cost of Goods Sold
                  
                  
                  Change from
                    Prior Year
                  
                  
                  Percent Change
                    from Prior Year2010
                  
                  $
                  2,149,600
                  
                  
                  $
                  449,321
                  
                  
                  
                  26.4
                  %2009
                  
                  $
                  1,700,279




Cost of goods sold increased during the
three months ended March 31, 2010 as compared to the three months ended March
31, 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




Three months ended
                    March 31,
                  
                  Sales and Marketing
                  
                  
                  Change from
                    Prior Year
                  
                  
                  Percent Change
                    from Prior Year2010
                  
                  $
                  609,043
                  
                  
                  $
                  45,379
                  
                  
                  
                  8.1
                  %2009
                  
                  $
                  563,664




Sales and marketing expenses include
fees for attracting users to our site, including search engine optimization,
telemarketing and other marketing efforts as well as promotional activities to
increase sales by end users.  Sales and marketing expenses increased
in the three months ended March 31, 2010 as compared to the three months ended
March 31, 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.




14


General
and Administrative




Three months ended
                    March 31,
                  
                  General and
                    Administrative
                  
                  
                  Change from
                    Prior Year
                  
                  
                  Percent Change
                    from Prior Year2010
                  
                  $
                  458,343
                  
                  
                  $
                  (38,290
                  )
                  
                  
                  (7.7
                  )%2009
                  
                  $
                  496,633




General and administrative expenses
decreased in the three months ended March 31, 2010 as compared to the three
months ended March 31, 2009 due primarily to reduced board fees and cost
containment initiatives, partially offset by $37,907 of expenses associated with
Wow incurred during the three months ended March 31, 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.




15


Other Income
(Loss)




Three months ended
                      March 31,
                    
                    Other Income (Loss)
                    
                    
                    Change from
                      Prior Year
                    
                    
                    Percent Change
                      from Prior Year2010
                    
                    $
                    (6,106
                    )
                    
                    $
                    (44,931
                    )
                    
                    
                    (115.7
                    )%2009
                    
                    $
                    38,825




Other income (loss) for the three
months ended March 31, 2010 included $7,459 of losses on our investment in
Business Calcium, partially offset by $1,353 of interest
income.  Other income (loss) for the three months ended March 31, 2009
consisted of $3,036 of mark-to-market gains on our derivative liability for
previously unauthorized shares and $35,789 of interest income on cash balances
and short-term investments and other miscellaneous income.




Net Income
(Loss)




Three months ended
                    March 31,
                  
                  Net Income (Loss)
                  
                  
                  Change from
                    Prior Year
                  
                  
                  Percent Change
                    from Prior Year2010
                  
                  $
                  22,251
                  
                  
                  $
                  124,303
                  
                  
                  
                  121.8
                  %2009
                  
                  $
                  (102,052
                  )




Our reduction in our net loss for the
three months ended March 31, 2010 as compared to the three months ended March
31, 2009 is attributable to improved operating efficiencies and improved
margins, partially offset by losses incurred by our start-up ventures, Wow and
Business Calcium, during the three months ended March 31, 2010.




Liquidity
and Capital Resources




Our operating cash outflows were
$94,237 for the three months ended March 31, 2010, as compared to $369,057 for
the three months ended March 31, 2009, constituting a decrease of cash used in
operations of $274,820.    The change in net operating cash
outflows is attributable to a decrease in net loss of $124,303, and a decrease
in changes in working capital and other operating assets and liabilities of
$160,380, partially offset by fewer non-cash charges of $6,072.





Investing cash inflows for the
three months ended March 31, 2010 consisted of $285,000 of cash from the sale of
short-term investments, partially offset by a net cash outlay of $67,817 for our
investment in Business Calcium (consisting of an aggregate investment of
$77,004, of which $9,187 was used for Business Calcium’s investment in Wow, a
consolidated entity) and $50,521 of investments in equipment and website
development costs to support our business operations and expansion into the
consumer marketplace.  Investing cash inflows for the three months
ended March 31, 2009 consisted of $407,869 of cash from the sale of short-term
investments, partially offset by $26,713 of investments in
equipment.




Financing
cash outflows were $0 for the three months ended March 31, 2010.  We
had financing inflows of $84,788 for the three months ended March 31, 2009
primarily due to proceeds from our line of credit, offset by
the  repurchase of shares from certain debtholders in the amount of
$65,212.





Our
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 financial statements do not include any adjustments that
might result from this uncertainty.





16


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.




17


Off-balance
sheet arrangements





We did
not have any off-balance sheet arrangements at March 31, 2010.





Recent
Accounting Pronouncements





Readers
are directed to Part I, Item I, Note 10 for a detailed discussion of the
Recently Adopted Accounting Pronouncements
that may be necessary for an understanding of the financial statements as a
whole.





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 March
31, 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.




18


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





None.





Item
3.   Defaults Upon Senior Securities.





None.





Item
4.   Reserved.




Item
5.   Other Information.





None.




19


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




20


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/  Peter
      EngelPeter
      EngelPresident,
      Chairman  and Chief Executive Officer(Principal
      Executive Officer)By:
                  /s/ Michael
      MooreMichael
      Moore(Principal
      Financial
Officer)




21