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: September 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 November 1, 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
                
                11Item
      3. Quantitative and Qualitative Disclosure About Market
    Risk
                
                15Item
      4T. Controls and Procedures
                
                15PART
      II – OTHER INFORMATION
                
                16Item
      1. Legal Proceedings.
                
                16Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                
                16Item
      3. Defaults Upon Senior Securities
                
                16Item
      4. (Removed and Reserved)
                
                16Item
      5. Other Information.Item
      6. Exhibits
                
                17SIGNATURES
                
                18


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)





September
      30,
                              
                              
                              December
      31,2010
                              
                              
                              2009AssetsCash
      and cash equivalents
                              
                              $
                              652,436
                              
                              
                              $
                              78,095Certificates
      of deposit
                              
                              
                              700,000
                              
                              
                              
                              785,000Accounts
      receivable, net
                              
                              
                              89,955
                              
                              
                              
                              68,107Inventory
                              
                              
                              1,237
                              
                              
                              
                              -Prepaid
      expenses and other current assets
                              
                              
                              60,526
                              
                              
                              
                              75,129Total
      current assets
                              
                              
                              1,504,154
                              
                              
                              
                              1,006,331Property
      and equipment, net
                              
                              
                              356,504
                              
                              
                              
                              274,351Investment
      in Business Calcium
                              
                              
                              85,527
                              
                              
                              
                              -Deposits
      and other assets
                              
                              
                              57,260
                              
                              
                              
                              32,251Total
      assets
                              
                              $
                              2,003,445
                              
                              
                              $
                              1,312,933Liabilities
      and DeficitAccounts
      payable
                              
                              $
                              1,670,614
                              
                              
                              $
                              1,037,780Accrued
      expenses
                              
                              
                              419,168
                              
                              
                              
                              614,831Deferred
      revenue
                              
                              
                              15,993
                              
                              
                              
                              16,243Other
      liabilities
                              
                              
                              4,766
                              
                              
                              
                              5,815Total
      current liabilities
                              
                              
                              2,110,541
                              
                              
                              
                              1,674,669ASI
      shareholders' deficit:Preferred
      shares, $0.001 par value, 1,000,000 sharesauthorized,
      no shares outstanding at September 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 issued and outstandingat September 30, 2010
      and December 31, 2009, respectively
                              
                              
                              14,106
                              
                              
                              
                              12,925Additional
      paid in capital
                              
                              
                              6,608,295
                              
                              
                              
                              6,574,345Accumulated
      deficit
                              
                              
                              (6,729,497
                              )
                              
                              
                              (6,949,006
                              )Total
      deficit
                              
                              
                              (107,096
                              )
                              
                              
                              (361,736
                              )Total
      liabilities and deficit
                              
                              $
                              2,003,445
                              
                              
                              $
                              1,312,933





See
accompanying notes to unaudited consolidated financial
statements.


2





AMERICA’S
SUPPLIERS, INC.


Consolidated
Statements of Operations


(unaudited)





Three
      Months Ended September 30,
                                      
                                      
                                      Nine
      Months Ended September 30,2010
                                      
                                      
                                      2009
                                      
                                      
                                      2010
                                      
                                      
                                      2009Net
      revenues
                                      
                                      $
                                      4,542,949
                                      
                                      
                                      $
                                      3,551,417
                                      
                                      
                                      $
                                      11,300,347
                                      
                                      
                                      $
                                      9,266,244Advertising
      revenue
                                      
                                      
                                      55,356
                                      
                                      
                                      
                                      51,273
                                      
                                      
                                      
                                      168,080
                                      
                                      
                                      
                                      149,095Cost
      of goods sold
                                      
                                      
                                      3,081,502
                                      
                                      
                                      
                                      2,359,939
                                      
                                      
                                      
                                      7,567,726
                                      
                                      
                                      
                                      6,143,135Gross
      profit
                                      
                                      
                                      1,516,803
                                      
                                      
                                      
                                      1,242,751
                                      
                                      
                                      
                                      3,900,701
                                      
                                      
                                      
                                      3,272,204Operating
      expenses:Sales
      and marketing
                                      
                                      
                                      858,199
                                      
                                      
                                      
                                      740,343
                                      
                                      
                                      
                                      2,214,199
                                      
                                      
                                      
                                      2,006,430General
      and administrative
                                      
                                      
                                      461,701
                                      
                                      
                                      
                                      499,352
                                      
                                      
                                      
                                      1,446,469
                                      
                                      
                                      
                                      1,458,016Total
      operating expenses
                                      
                                      
                                      1,319,900
                                      
                                      
                                      
                                      1,239,695
                                      
                                      
                                      
                                      3,660,668
                                      
                                      
                                      
                                      3,464,446Operating
      income (loss):
                                      
                                      
                                      196,903
                                      
                                      
                                      
                                      3,056
                                      
                                      
                                      
                                      240,033
                                      
                                      
                                      
                                      (192,242
                                      )Other
      income (expense):Interest
      expense
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (4,500
                                      )Loss
      from equity investment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (24,055
                                      )
                                      
                                      
                                      -Mark
      to market gainson
      liability for unauthorized shares
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,036Other
      income (expense)
                                      
                                      
                                      (14,172
                                      )
                                      
                                      
                                      9,405
                                      
                                      
                                      
                                      (5,656
                                      )
                                      
                                      
                                      54,473Total
      other income (expense)
                                      
                                      
                                      (14,172
                                      )
                                      
                                      
                                      9,405
                                      
                                      
                                      
                                      (29,711
                                      )
                                      
                                      
                                      53,009Net
      income (loss)
                                      
                                      
                                      182,731
                                      
                                      
                                      
                                      12,461
                                      
                                      
                                      
                                      210,322
                                      
                                      
                                      
                                      (139,233
                                      )Less:  net
      loss attributable to noncontrolling interest
                                      
                                      
                                      (1,043
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (9,187
                                      )
                                      
                                      
                                      -Net
      income (loss) attributable to America's Suppliers, Inc.
                                      
                                      $
                                      183,774
                                      
                                      
                                      $
                                      12,461
                                      
                                      
                                      $
                                      219,509
                                      
                                      
                                      $
                                      (139,233
                                      )Net
      income (loss) per share:Basic
                                      
                                      $
                                      0.01
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      0.02
                                      
                                      
                                      $
                                      (0.01
                                      )Diluted
                                      
                                      $
                                      0.01
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      0.02
                                      
                                      
                                      $
                                      (0.01
                                      )Weighted
      average common shares outstandingBasic
                                      
                                      
                                      12,925,348
                                      
                                      
                                      
                                      12,925,412
                                      
                                      
                                      
                                      12,925,348
                                      
                                      
                                      
                                      12,877,387Diluted
                                      
                                      
                                      13,172,308
                                      
                                      
                                      
                                      13,495,508
                                      
                                      
                                      
                                      13,061,921
                                      
                                      
                                      
                                      12,877,387





See
accompanying notes to unaudited consolidated financial
statements.


3





AMERICA’S
SUPPLIERS, INC.


Consolidated
Statements of Cash Flows


(unaudited)





Nine
      Months Ended September 30,2010
                      
                      
                      2009Cash
      flows from operating activities:Net
      income (loss)
                      
                      $
                      219,509
                      
                      
                      $
                      (139,233
                      )Adjustments
      to reconcile net loss tonet
      cash provided by (used in) operating activities:Loss
      from equity investment
                      
                      
                      24,055
                      
                      
                      
                      -Mark
      to market gains /losses on liability for unauthorized
    shares
                      
                      
                      -
                      
                      
                      
                      (3,036
                      )Loss
      attributable to noncontrolling interest
                      
                      
                      (9,187
                      )
                      
                      
                      -Depreciation
      and amortization
                      
                      
                      60,309
                      
                      
                      
                      39,659Bad
      debt expense
                      
                      
                      4,645
                      
                      
                      
                      981Loss
      on disposal of fixed assets
                      
                      
                      8,708
                      
                      
                      
                      -Stock-based
      compensation
                      
                      
                      35,131
                      
                      
                      
                      31,357Changes
      in assets and liabilities:Accounts
      receivable
                      
                      
                      (26,493
                      )
                      
                      
                      (29,530
                      )Inventory
                      
                      
                      (1,237
                      )
                      
                      
                      -Prepaid
      and other current assets
                      
                      
                      14,603
                      
                      
                      
                      (130,473
                      )Deposits
      and other assets
                      
                      
                      (25,009
                      )
                      
                      
                      10,000Accounts
      payable
                      
                      
                      632,834
                      
                      
                      
                      157,823Accrued
      expenses
                      
                      
                      (195,663
                      )
                      
                      
                      (520,454
                      )Deferred
      revenue
                      
                      
                      (250
                      )
                      
                      
                      3,239Other
      liabilities
                      
                      
                      (1,049
                      )
                      
                      
                      1,047Net
      cash provided by (used in) operating activities
                      
                      
                      740,906
                      
                      
                      
                      (578,620
                      )Cash
      flows from investing activities:Maturities
      of certificates of deposits
                      
                      
                      85,000
                      
                      
                      
                      988,933Investment
      in Business Calcium
                      
                      
                      (100,395
                      )
                      
                      
                      -Purchases
      of equipment and website development costs
                      
                      
                      (151,170
                      )
                      
                      
                      (106,189
                      )Net
      cash (used in) provided by investing activities
                      
                      
                      (166,565
                      )
                      
                      
                      882,744Cash
      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
                      
                      
                      574,341
                      
                      
                      
                      238,912Cash
      and cash equivalents, beginning of period
                      
                      
                      78,095
                      
                      
                      
                      20,836Cash
      and cash equivalents, end of period
                      
                      $
                      652,436
                      
                      
                      $
                      259,748Supplemental
      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. (“DollarDays”), 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 nine months ended September
30, 2010 are not necessarily indicative of the operating results for the full
year or for any other subsequent interim period.





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.  The
Company has a remaining obligation of $10,000 for consulting fees which will be
paid in the fourth quarter.





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 September 30, 2010, we 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 September 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 nine months ended September 30,
2010.  During the three and nine months ended September 30, 2010, Wow
incurred net operating losses of $16,720 and $98,153, respectively, which
reflect operating activities which began in January 2010.  No revenues
were generated by Wow during the three or nine months ended September 30,
2010.   At September 30, 2010, Wow had assets of $98,330
consisting of $4,234 of cash and $94,096 of capitalized website development
costs which are included as part of the consolidated balance
sheets.  At September 30, 2010, the noncontrolling interest balance
was $0 which consisted of $9,187 of the original 10% investment from Business
Calcium and offset by losses allocated to the noncontrolling interest of $9,187
from Wow’s operation for the nine months ended September 30,
2010.  Subsequent to September 30, 2010 the Company entered into a
share exchange related to Business Calcium and Wow as described in Note
6.


6
  Note 2:  Equity
Compensation





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;
  and


·
            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.





As of
September 30, 2010, 1,180,509 shares remain unvested as they have not met the
vesting criteria.  The unvested shares are included in shares
outstanding at September 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 related to
this award of $1,185 and $3,320, for the three months ended September 30, 2010
and 2009, respectively, and $5,858 and $31,357 for the nine
months ended September 30, 2010 and 2009, respectively based on the vesting
schedule and requisite service period.





During
the three months ended September 30, 2010, the Company’s CEO Peter Engel passed
away.  The Board of Directors agreed to permit the CEO’s estate to
vest an additional 184,736 shares (representing 35% of his initial grant)
subject to the same stock performance provisions as outlined
above.  The incremental increase in the value of the award immediately
prior to and after the modification was $6,928 after taking into consideration
the estimated probability of the stock performance milestones being
met.   The Company recognized total expense of $1,298 in the
three months ended September 30, 2010 related to Mr. Engel’s award based on the
excess of the sum of a) the fair value of the previously vested portion of
his award and b) the impacts of the modification, as compared to the amounts
previously expensed.





On
September 16, 2010, the Company's Board of Directors agreed to grant shares of
the Company's common stock to members of its Board of Directors as compensation
for their services for the year ended December 31, 2010.  The
recipients vest in their shares on December 31, 2010.  The grant date
fair value of these shares was $18,750, which is being expensed on a straight
line basis over the vesting period.  The Company recognized expense of
$2,679 during the three months ended September 30, 2010.





Stock Options





The
Company has historically granted stock options to certain vendors and employees
as well as in connection with certain financing transactions.  During
the quarter ended September 30, 2010, the Company granted 460,086 stock options
at a strike price of $0.20 and which vest over a three year period; 20% at grant
date, 20% on the first anniversary of the grant, 30% on the second anniversary,
and 30% on the third anniversary.  The grant date fair value of the
award was $25,107 (net of estimated forfeitures of 10%) which was determined
using a Black Scholes option pricing model using the following
assumptions:  volatility of 69%, risk-free rate of return of 0.87%,
stock price of $0.15 and expected term of 3.35 years.  The options
expire in 2015.





The
following table summarizes the Company’s stock option activity during the nine
months ended September 30, 2010:


7





Number
      of
                    Units
                  
                  
                  Weighted-
                    Average
                    Exercise
      Price
                  
                  
                  Weighted-
                    Average
                    Remaining
                    Contractual
      Term
                    (in
      years)Outstanding
      at December 31, 2009
                  
                  
                  574,776
                  
                  
                  $
                  2.28Grants
                  
                  
                  460,086
                  
                  
                  
                  0.20Forfeitures
                  
                  
                  (148,686
                  )
                  
                  
                  3.29Exercises
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at September 30, 2010
                  
                  
                  886,176
                  
                  
                  $
                  1.03
                  
                  
                  
                  3.3Exerciseable
      at September 30, 2010
                  
                  
                  518,107
                  
                  
                  $
                  1.62
                  
                  
                  
                  2.2





The
Company recognized expense of $6,354 during the three months ended September 30,
2010 related to stock option awards.  The Company has an aggregate of
$18,752 of future expense related to nonvested awards which will be recognized
over a weighted average period of 2.1 years.  The options have no
intrinsic value as of September 30, 2010.





The
following table sets forth exercise prices of outstanding options at September
30, 2010:





Exercise
      Price
                    
                    Number
      of
                      Shares$0.01
      - $0.89
                    
                    
                    460,086$0.90
      - $2.00
                    
                    
                    385,071$2.01
      - $4.00
                    
                    
                    37,919$4.01
      - $7.00
                    
                    
                    -$7.01
      - $10.00
                    
                    
                    1,000$10.01
      +
                    
                    
                    2,100886,176





Warrants





During
the quarter ended September 30, 2010, the Company also granted 250,000 warrants
at a price of $0.20 to members of the Company’s Board of Directors for services
rendered which were fully vested at the date of grant.  During the
quarter ended September 30, 2010, the Company expensed the full grant date fair
value of the award of $18,942 which was determined using a Black Scholes option
pricing model using the following assumptions:  volatility of 69%,
risk-free rate of return of 0.87%, stock price of $0.15 and expected term of 5
years.  The warrants expire in 2015.





The
following table summarizes the Company’s warrant activity during the nine months
ended September 30, 2010:


8





Number
      of
                    Units
                  
                  
                  Weighted-
                    Average
                    Exercise
      Price
                  
                  
                  Weighted-
                    Average
                    Remaining
                    Contractual
      Term
                    (in
      years)Outstanding
      at December 31, 2009
                  
                  
                  1,707,447
                  
                  
                  $
                  1.46Grants
                  
                  
                  250,000
                  
                  
                  
                  0.20Forfeitures
                  
                  
                  (314,974
                  )
                  
                  
                  4.58Exercises
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at September 30, 2010
                  
                  
                  1,642,473
                  
                  
                  $
                  0.67
                  
                  
                  
                  2.9Exerciseable
      at September 30, 2010
                  
                  
                  1,642,473
                  
                  
                  $
                  0.67
                  
                  
                  
                  2.9





The
following table sets forth exercise prices of outstanding warrants at September
30, 2010:





Exercise
      Price
                    
                    Number
      of
                      Shares$0.01
      - $0.10
                    
                    
                    855,145$0.20
                    
                    
                    250,000$1.20
      - $1.30
                    
                    
                    417,483$2.50
      - $5.00
                    
                    
                    119,8451,642,473





Note
3:  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.


9


Note
4:  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 and 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 September 30,
                  
                  
                  Nine
      Months Ended September 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Net
      income (loss) attributable to America's Suppliers
                  
                  $
                  183,774
                  
                  
                  $
                  12,461
                  
                  
                  $
                  219,509
                  
                  
                  $
                  (139,233
                  )Basic
      and diluted weighted average common shares outstanding
                  
                  
                  12,925,348
                  
                  
                  
                  12,925,412
                  
                  
                  
                  12,925,348
                  
                  
                  
                  12,877,387Add
      incremental shares for:Stock
      options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Warrants
                  
                  
                  246,960
                  
                  
                  
                  570,096
                  
                  
                  
                  136,573
                  
                  
                  
                  -Diluted
      weighted average common shares outstanding
                  
                  
                  13,172,308
                  
                  
                  
                  13,495,508
                  
                  
                  
                  13,061,921
                  
                  
                  
                  12,877,387Net
      income (loss) per share:Basic
                  
                  $
                  0.01
                  
                  
                  $
                  -
                  
                  
                  $
                  0.02
                  
                  
                  $
                  (0.01
                  )Diluted
                  
                  $
                  0.01
                  
                  
                  $
                  -
                  
                  
                  $
                  0.02
                  
                  
                  $
                  (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:





Nine
      Months Ended September 30,2010
                  
                  
                  2009Stock
      options
                  
                  
                  886,176
                  
                  
                  
                  574,901Warrants
                  
                  
                  787,328
                  
                  
                  
                  1,707,450





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 September 30,
2010.





Note
5:  Related Party Transactions





During the quarter ended September 30,
2010, the Company granted awards of restricted stock and warrants to members of
its Board of Directors as described in Note 2.





Note
6:  Subsequent Events





On October 1, 2010, the Company agreed
with Business Calcium to exchange its 25% investment in Business Calcium and a
$50,000 promissory note for Business Calcium’s 10% noncontrolling interest in
WOW.    The unsecured note bears interest at 6%
annually.


10


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 March 23, 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 numerous 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 2.0 million small businesses and
receives approximately 2.8 million monthly page views. We receive an average of
approximately 4,000 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.


11


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.  As of September 30, 2010, the
Company is obligated to pay a remaining $10,000 in consulting fees which will be
paid in the fourth quarter of 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 September 30, 2010, we
assigned a fair value of $0 to this instrument based on the current operating
performance of Wow.





During the nine months ended September
30, 2010, Business Calcium and Wow incurred net operating losses of $96,219 and
$98,153, 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
$24,055 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 $9,187 for the
nine months ended September 30, 2010.





On October 1, 2010, we entered into an
agreement with Business Calcium to exchange our 25% investment in Business
Calcium and a $50,000 promissory note for Business Calcium’s 10% noncontrolling
interest in WOW.    The unsecured note bears interest at 6%
annually.





Recent
Operating Performance





During the first nine months of 2010,
we have generated net income totaling $308,476 from our primary operating
subsidiary, DollarDays.  We have recently made investments in new
business ventures as outlined above which have reduced our profitability, yet we
have generated net income on a consolidated basis for three 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 September 30,
                
                $
                4,542,949
                
                
                $
                3,551,417
                
                
                $
                991,532
                
                
                
                27.9
                %Nine
      months ended September 30,
                
                $
                11,300,347
                
                
                $
                9,266,244
                
                
                $
                2,034,103
                
                
                
                22.0
                %




Net revenues increased for the three
and nine months ended September 30, 2010 as compared to the three and nine
months ended September 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 September 30,
                    
                    $
                    55,356
                    
                    
                    $
                    51,273
                    
                    
                    $
                    4,083
                    
                    
                    
                    8.0
                    %Nine
      months ended September 30,
                    
                    $
                    168,080
                    
                    
                    $
                    149,095
                    
                    
                    $
                    18,985
                    
                    
                    
                    12.7
                    %




12


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




Cost
of Goods Sold




Cost
      of Goods Sold
                
                2010
                
                
                2009
                
                
                Change
      from
                  Prior
      Year
                
                
                Percent
      Change
                  from
      Prior YearThree
      months ended September 30,
                
                $
                3,081,502
                
                
                $
                2,359,939
                
                
                $
                721,563
                
                
                
                30.6
                %Nine
      months ended September 30,
                
                $
                7,567,726
                
                
                $
                6,143,135
                
                
                $
                1,424,591
                
                
                
                23.2
                %




Cost of goods sold increased during the
three and nine months ended September 30, 2010 as compared to the three and nine
months ended September 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.




Gross
margins have decreased only slightly from the comparable periods for both the
three and the nine months ended September 30, 2010.  Margins were 33%
and 34% for the three months ended September 30, 2010 and 2009, respectively and
34% and 35% for the nine months ended September 30, 2010 and 2009,
respectively.  These margins are influenced by the volume and mix of
products sold in the period.




Sales
and Marketing




Sales
      and Marketing
                
                2010
                
                
                2009
                
                
                Change
      from
                  Prior
      Year
                
                
                Percent
      Change
                  from
      Prior YearThree
      months ended September 30,
                
                $
                858,199
                
                
                $
                740,343
                
                
                $
                117,856
                
                
                
                15.9
                %Nine
      months ended September 30,
                
                $
                2,214,199
                
                
                $
                2,006,430
                
                
                $
                207,769
                
                
                
                10.4
                %




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 nine months ended September 30,
2010 as compared to the three and nine months ended September 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.




As a percent of revenue, sales and
marketing expenses have decreased 2% to 19% in the three months ended September
30, 2010 compared to 21% the three months ended September 30,
2009.  We believe this decrease is the result of our marketing efforts
in 2010 which have helped our sales to increase at a greater rate than our
marketing spending.  For the nine months ended September 30, 2010 and
2009, sales and marketing as a percent of revenue has remained unchanged at
19%.




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 September 30,
                
                $
                461,701
                
                
                $
                499,352
                
                
                $
                (37,651
                )
                
                
                (7.5
                )%Nine
      months ended September 30,
                
                $
                1,446,469
                
                
                $
                1,458,016
                
                
                $
                (11,547
                )
                
                
                (0.8
                )%




13




General
and administrative expenses decreased in the nine months ended September 30,
2010 as compared to the nine months ended September 30, 2009 for similar reasons
as those mentioned for the three months ended September 30, 2010 and 2009,
respectively.




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.




Other Income
(Loss)




Other
      Income (Loss)
                
                2010
                
                
                2009
                
                
                Change
      from
                  Prior
      Year
                
                
                Percent
      Change
                  from
      Prior YearThree
      months ended September 30,
                
                $
                (14,172
                )
                
                $
                9,405
                
                
                $
                (23,577
                )
                
                
                (250.7
                )%Nine
      months ended September 30,
                
                $
                (29,711
                )
                
                $
                53,009
                
                
                $
                (82,720
                )
                
                
                (156.0
                )%





Other loss for the three months ended
September 30, 2010 included $15,251 of losses on our investment in Business
Calcium partially offset by $1,079 of interest income.  Other income
for the three months ended September 30, 2009 consisted of $64 interest expense
offset by $9,469 of interest income on cash balances and short-term
investments.




Other loss for the nine months ended
September 30, 2010 included $24,055 of losses on our investment in Business
Calcium and $8,708 loss on disposal of fixed assets, partially offset by $3,052
of interest income.  Other income for the nine months ended September
30, 2009 consisted of $3,036 of mark-to-market gains on our derivative liability
for previously unauthorized shares, and $35,949 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 September 30,
                
                $
                183,774
                
                
                $
                12,461
                
                
                $
                171,313
                
                
                
                1374.8
                %Nine
      months ended September 30,
                
                $
                219,509
                
                
                $
                (139,233
                )
                
                $
                358,742
                
                
                
                257.7
                %





Our net income for the three and nine
months ended September 30, 2010 as compared to net losses for the three and nine
months ended September 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
nine  months ended September 30, 2010.


14


Liquidity
and Capital Resources




Our operating cash inflows were
$740,906 for the nine months ended September 30, 2010, as compared to outflows
of $578,620 for the nine months ended September 30, 2009, constituting an
increase in cash provided by operations of $1,319,526.  The change in
net operating cash inflows is attributable to an improvement in net income of
$358,742, an increase in changes in working capital and other operating assets
and liabilities of $906,084, plus fewer non-cash charges of
$54,700.





Investing
cash outflows for the nine months ended September 30, 2010 consisted of $85,000
of cash received from the sale of short-term investments, partially 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 $151,170 of investments
in equipment and website development costs to support our business operations
and expansion into the consumer marketplace.  Investing cash inflows
for the nine months ended September 30, 2009 consisted of $988,933 of cash from
the sale of short-term investments, partially offset by $106,189 of investments
in equipment.




Financing
cash outflows were $0 for the nine months ended September 30,
2010.  We had financing outflows of $65,212 for the nine months ended
September 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.





Off-balance
sheet arrangements





We did
not have any off-balance sheet arrangements at September 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.


15


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
September 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.





Item
4.  Reserved.





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Item
6.  Exhibits.





Exhibit
                      Number
                    
                    Description31.1
                    
                    Certification
      of Principal Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the
      Securities Exchange Act of 193431.2
                    
                    Certification
      of Principal 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


17


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)


18