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: March 31, 2008




Or




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




For the
transition period from ____________ to _____________




Commission
File Number: 0-27012




Insignia
Solutions plc


(Exact
name of small business issuer as specified in its charter)





England
      and Wales
                  
                  Not
      applicable(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  ̈  No x









Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer  ̈
                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 x No  ̈





Indicate
the number of shares outstanding of the issuer’s ordinary shares, as of the
latest practicable date:  50,934,080 as of December 31,
2008.




ii




INSIGNIA
SOLUTIONS PLC





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
                7Item
      3. Controls and Procedures
                10PART
      II – OTHER INFORMATION
                11Item
      1. Legal Proceedings.
                11Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                11Item
      3. Defaults Upon Senior Securities
                11Item
      4. Submission of Matters to a Vote of Security Holders
                11Item
      5. Other Information.
                11Item
      6. Exhibits
                11SIGNATURES
                12




iii




PART
I – FINANCIAL INFORMATION





Forward-Looking
Information




Unless
otherwise indicated, the terms “Insignia,” the “Company,” “we,” “us,” and “our”
refer to Insignia Solutions plc 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.





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 that are not historical facts are 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.





INSIGNIA
SOLUTIONS PLC


CONSOLIDATED
BALANCE SHEETS


(Amounts
in thousands, except for share and per share data)


(unaudited)





March
      31,
                          
                          
                          December
      31,2008
                          
                          
                          2007AssetsCash
      and equivalents
                          
                          $
                          5,167
                          
                          
                          $
                          5,340Other
      receivables
                          
                          
                          13
                          
                          
                          
                          7Prepaid
      expenses and other current assets
                          
                          
                          38
                          
                          
                          
                          37Total
      assets
                          
                          $
                          5,218
                          
                          
                          $
                          5,384Liabilities
      and Stockholders' EquityAccounts
      payable
                          
                          $
                          72
                          
                          
                          $
                          59Accrued
      liabilities
                          
                          
                          879
                          
                          
                          
                          867Total
      liabilities
                          
                          
                          951
                          
                          
                          
                          926Stockholders'
      equity:Preferred
      shares, 1 pence par value, 3,000,000 shares authorized, no stated interest
      rate or dividend preference, no shares issued or
    outstanding.
                          
                          
                          -
                          
                          
                          
                          -Ordinary
      shares, 1 pence par value,
      110,000,000 shares authorized, 50,934,080 and 50,438,247 shares issued and
      outstanding at March 31, 2008 andDecember 31, 2007,
      respectively
                          
                          
                          14,757
                          
                          
                          
                          14,750Ordinary
      share subscription
                          
                          
                          53
                          
                          
                          
                          160Paid-in
      capital
                          
                          
                          70,664
                          
                          
                          
                          70,545Accumulated
      deficit
                          
                          
                          (81,207
                          )
                          
                          
                          (80,997
                          )Total
      stockholders' equity
                          
                          
                          4,267
                          
                          
                          
                          4,458Total
      liabilities and stockholders' equity
                          
                          $
                          5,218
                          
                          
                          $
                          5,384




See
accompanying notes to unaudited financial statements.




2




INSIGNIA
SOLUTIONS PLC


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Amounts
in thousands, except for share and per share data)


(Unaudited)





Three
      Months Ended March 31,2008
                              
                              
                              2007Revenues
                              
                              $
                              -
                              
                              
                              $
                              883Cost
      of goods sold
                              
                              
                              -
                              
                              
                              
                              226Gross
      profit
                              
                              
                              -
                              
                              
                              
                              657Operating
      expenses:Sales
      and marketing
                              
                              
                              -
                              
                              
                              
                              467Research
      and development
                              
                              
                              -
                              
                              
                              
                              354General
      and administrative
                              
                              
                              259
                              
                              
                              
                              1,210Amortization
      of intangible assets
                              
                              
                              -
                              
                              
                              
                              23Total
      operating expenses
                              
                              
                              259
                              
                              
                              
                              2,054Operating
      loss
                              
                              
                              (259
                              )
                              
                              
                              (1,397
                              )Other
      income (expense):Interest
      income (expense), net
                              
                              
                              52
                              
                              
                              
                              (28
                              )Other
      income (expense), net
                              
                              
                              (3
                              )
                              
                              
                              (368
                              )Total
      other income (expense)
                              
                              
                              49
                              
                              
                              
                              (396
                              )Loss
      before income tax provision
                              
                              
                              (210
                              )
                              
                              
                              (1,793
                              )Income
      tax provision
                              
                              
                              -
                              
                              
                              
                              -Net
      loss
                              
                              $
                              (210
                              )
                              
                              $
                              (1,793
                              )Net
      loss per share:Basic
      and diluted
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.04
                              )Weighted
      average common shares outstandingBasic
      and diluted
                              
                              
                              50,904,455
                              
                              
                              
                              50,438,247





See
accompanying notes to unaudited financial statements.




3




INSIGNIA
SOLUTIONS PLC


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Amounts
in thousands)


(Unaudited)





Three
      Months Ended March 31,2008
                  
                  
                  2007Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (210
                  )
                  
                  $
                  (1,793
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                  
                  
                  -
                  
                  
                  
                  120Reclassification
      of other comprehensive loss
                  
                  
                  -
                  
                  
                  
                  461Stock-based
      compensation
                  
                  
                  20
                  
                  
                  
                  72Changes
      in assets and liabilities:Accounts
      receivable
                  
                  
                  -
                  
                  
                  
                  (384
                  )Other
      receivables
                  
                  
                  (6
                  )
                  
                  
                  -Prepaid
      expenses and other current assets
                  
                  
                  (1
                  )
                  
                  
                  27Other
      assets
                  
                  
                  -
                  
                  
                  
                  (6
                  )Accounts
      payable
                  
                  
                  13
                  
                  
                  
                  18Accrued
      liabilities
                  
                  
                  12
                  
                  
                  
                  (31
                  )Deferred
      revenue
                  
                  
                  -
                  
                  
                  
                  20Net
      cash used in operating activities
                  
                  
                  (172
                  )
                  
                  
                  (1,496
                  )Cash
      flows from investing activities:Purchases
      of property and equipment
                  
                  
                  -
                  
                  
                  
                  (19
                  )Additional
      cash payment for business acquisition
                  
                  
                  -
                  
                  
                  
                  (100
                  )Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  (119
                  )Cash
      flows from financing activities:Net
      change in line of credit
                  
                  
                  -
                  
                  
                  
                  99Issuance
      costs of ordinary shares
                  
                  
                  (1
                  )
                  
                  
                  -Proceeds
      from third party debt
                  
                  
                  -
                  
                  
                  
                  1,250Repayment
      of third party debt
                  
                  
                  -
                  
                  
                  
                  (20
                  )Cash
      flows from financing activities
                  
                  
                  (1
                  )
                  
                  
                  1,329Change
      in cash and equivalents
                  
                  
                  (173
                  )
                  
                  
                  (286
                  )Cash
      and equivalents, beginning of period
                  
                  
                  5,340
                  
                  
                  
                  341Cash
      and equivalents, end of period
                  
                  $
                  5,167
                  
                  
                  $
                  55Supplemental
      cash flow informationCash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  14





See
accompanying notes to unaudited financial statements.





4





NOTE
1: BUSINESS





Insignia
Solutions plc (the “Company”) commenced operations in 1986 and until April
2007 developed, marketed and supported Mobile Device Management (“MDM”) software
technologies that enabled mobile operators and phone manufacturers to configure,
update and upgrade mobile devices using standard over-the-air data
networks.




In April
2007, the Company sold substantially all of its assets to Smith Micro Software,
Inc. (Smith Micro) The Company now operates as a holding company with
limited operating activities.  For the remainder of 2007, the
Company’s ongoing operating activities consists of administrative and legal
functions to maintain the Company’s corporate structure in order to identify a
prospective operating entity to merge with.





In June
2008, the Company entered into an Agreement and Plan of Merger with DollarDays
International, Inc. (see Note 5, Subsequent Events).





NOTE
2: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES





The
accompanying unaudited interim consolidated financial statements of Insignia
Solutions plc have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited financial statements and notes thereto contained in the Company’s Form
10-K. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the consolidated financial statements that would substantially duplicate the
disclosures contained in the audited financial statements for fiscal 2007 as
reported in the Form 10-K, have been omitted.





Use of estimates – The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, and the disclosures of contingent
assets and liabilities. Actual results could differ from the
estimates.





Cash and Cash Equivalents–For
purposes of the statement of cash flows, we consider all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.





NOTE
3: INCOME (LOSS) PER SHARE




Basic
income (loss) per share is computed based on the weighted average number of
ordinary shares outstanding and excludes any potential dilution. Diluted income
(loss) per share reflect potential dilution from the exercise or conversion of
securities into ordinary shares. The effects of certain stock options and
warrants are excluded from the determination of the weighted average ordinary
shares outstanding for diluted income per share in each of the periods presented
as the effects were antidilutive or the exercise price for the outstanding
options exceeded the average market price for the Company’s ordinary
shares.





The
following ordinary shares were excluded from the computation of net income
(loss) per share because the effects were antidilutive:





Three months ended March 31,2008
                        
                        
                        2007Warrants
                        
                        
                        4,348,211
                        
                        
                        
                        15,957,394Stock
      options
                        
                        
                        2,788,376
                        
                        
                        
                        3,928,403Total
                        
                        
                        7,136,587
                        
                        
                        
                        19,885,797


5




NOTE
4: EQUITY





During
the three months ended March 31, 2008, the Company did not grant any
options.





In
January 2008, the Company issued 495,833 shares to certain warrant holders for
previous warrant exercises and services rendered to the Company.  The
issuances did not result in any proceeds to the Company in January
2008.





Total
stock based compensation was approximately $20 and $72 for the three months
ended March 31, 2008 and 2007, respectively.





NOTE
5:  SUBSEQUENT EVENTS





On June
23, 2008, the Company entered into an Agreement and Plan of Merger with Dollar
Days International, LLC (“DDI”), a Delaware corporation (the “Merger
Agreement”).  Under the terms of the Merger Agreement, these
transactions consisted of the following:





·
            DDI
      formed a wholly-owned Delaware corporation, Dollar Days International,
      Inc. (“DDI Inc.”) and contributed all its assets and liabilities in
      exchange for 100% of the stock of DDI Inc.·
            DDI
      Inc. merged with the Company, whereby the Company agreed to issue
      73,333,333 American Depository Receipts (ADRs), which are ordinary share
      equivalents of the Company for all of the outstanding common stock of
      DDI.·
            The
      combined entity agreed to issue an aggregate of 7,682,926 ADRs to a new
      investor in exchange for cash of
$1,000.





The
Company did not immediately issue all of the ADRs as the Company did not have
sufficient authorized shares to permit such issuances.  The Company
expects to resolve this issue through a shareholder vote in 2009 either to enact
a reverse split or to increase the number of authorized shares the Company may
issue.  There can be no assurance either such measure will be approved
by the shareholders.





Under the
Merger Agreement, the Company’s shareholders maintained approximately 37.1%
ownership interest in the Company, DDI’s shareholders obtained 56.7%, and a new
investor obtained 6.2% of the combined company stock.  The merger will
be accounted for as a reverse merger whereby DDI is the accounting acquirer,
resulting in a recapitalization of DDI’s equity.





Pursuant
to the Merger Agreement, the surviving corporation agreed to issue the following
dilutive securities:





·
            Warrants
      to purchase approximately 6 million ADRs are to be issued in exchange for
      the cancellation of the outstanding options of DDI.·
            Warrants
      to purchase approximately 3.6 million ADRs are to be issued with an
      exercise price of $0.13 per ADR to an investment bank in exchange for
      services related to the merger.·
            Warrants
      to purchase approximately 8.6 million ADRs at an exercise price of $0.01
      per ADR are to be issued to the Company’s
  Chairman.





On June
23, 2008, the Company and certain of its subsidiaries entered into a Release
Agreement with Smith Micro and DDI (the “Release Agreement”). Under the terms of
the Release Agreement, the Company and Smith Micro agreed to release all claims
against each other pursuant to that certain Asset Purchase Agreement between the
Company, Smith Micro, and the other parties thereto dated February 11, 2007, as
amended April 4, 2007 (the “Asset Purchase Agreement”), including, but not
limited to, claims made by Smith Micro under a holdback certificate dated March
31, 2008 whereby Smith Micro sought indemnification for various alleged breaches
of representations and warranties in the Asset Purchase Agreement resulting in
alleged aggregate losses of between approximately $3,100 and $6,500 (as
disclosed on Form 8-K dated June 23, 2008). Insignia has also agreed to release
its claim for a $1,500 purchase price holdback amount held by Smith Micro and to
deliver a cash payment of $500 to Smith Micro.


6


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
Form 10-K for the fiscal year ended December 31, 2007 filed with the Securities
and Exchange Commission on December 23, 2008.





Overview





We were
incorporated under the laws of England and Wales on November 20, 1985 under the
name Diplema Ninety Three Limited. We changed our name to Insignia Solutions
Limited on March 5, 1986 and commenced operations on March 17, 1986 and, until
April 4, 2007, developed, marketed and supported software technologies that
enabled mobile operators and phone manufacturers to update, upgrade and
configure the firmware of mobile devices using standard OTA data networks.
Before 2003, our principal product line was the Jeode tm
platform, based on our EVM technology. The Jeode platform was our implementation
of Sun’s Java® technology tailored for smart devices. During 2001, we began
development of a range of products (“Secure System Provisioning” or “SSP”
products and renamed in 2005 “Device Management Suite” or “IDMS” and “Open
Management Client” or “OMC”) for the mobile phone and wireless operator
industry. The IDMS and OMC products allowed wireless operators and phone
manufacturers to reduce customer care and software recall costs, as well as
increase subscriber revenue by automatically configuring mobile phones to
support existing mobile data services and deploy new mobile services based on
dynamically provisional capabilities.





We
shipped our first mobile device management product in December 2003. In March
2005, we closed our acquisition of Mi4e, a private company headquartered in
Stockholm, Sweden. Its main product, a DMS, is a mobile device management
infrastructure solution for mobile operators that supports the OMA Client
Provisioning Specification. In April 2007, we sold substantially all of our
assets to Smith Micro Software, Inc. As of December 31, 2007, we had no ongoing
revenue generating operations.





Sale
of Assets to Smith Micro Software, Inc.





On
February 11, 2007, we entered into the Asset Purchase Agreement (the “Asset
Purchase Agreement”) with Smith Micro, pursuant to which Smith Micro agreed to
acquire substantially all of our assets (the “Acquisition”).  Pursuant
to the terms of the Acquisition, we agreed to indemnify Smith Micro against any
and all claims and losses incurred or suffered by Smith Micro as a result of,
among other things, any inaccuracy of any representation or warranty of the
Company contained in the Asset Purchase Agreement for a period of one year,
subject to a cap on our indemnity obligation of $5 million. The Acquisition was
consummated on April 4, 2007.  Under the terms of the Asset Purchase
Agreement, the aggregate consideration for the Acquisition was $18.575 million,
consisting of:





·
            $12.5
      million in cash;·
            forgiveness
      of $2.0 million of indebtedness payable by Insignia to Smith Micro under a
      December 2006 Promissory Note; and·
            a
      cash sum equal to the difference of $2.575 million less the dollar amount
      of the Employee Liabilities (as defined in the amended Asset Purchase
      Agreement) assumed by Smith Micro; provided that Smith Micro shall be
      entitled to withhold $0.5 million of this amount until Insignia delivers
      to Smith Micro Insignia’s audited financial statements (including the
      opinion of Insignia’s independent accountants) as of and for the year
      ended December 31, 2006.





Smith
Micro held back $1.5 million of the Acquisition consideration for twelve months
as security for satisfaction of our indemnification obligations under the Asset
Purchase Agreement, as amended.  On June 23, 2008, we and Smith Micro
subsequently reached a settlement agreement and agreed to release all claims
against each other pursuant to the Asset Purchase Agreement.


7





Since the
April 2007 sale of substantially all of our assets, we have not generated any
revenues from operations.  Through March 31, 2008, we operated as a
holding company with limited operating activities and our operations generally
consist of administrative expenses related to maintaining our corporate
structure.




Results
of Operations




Due to
the sale of substantially all of our assets to Smith Micro in April 2007, we
have had no revenue generating activities since that time and limited operating
expenses.




Revenues




Revenues
decreased 100%, from $883,000 for the three months ended March 31, 2007 to $0
for the three months ended March 31, 2008 as a result of the sale of revenue
generating operations to Smith Micro in April 2007.  We currently do
not have revenue generating operations.




Cost of revenue and gross
margin




Cost of
revenues include the cost of software licenses paid to third parties,
amortization of intangibles, and personnel and overhead costs.  Gross
margins for the three months ended March 31, 2008 and 2007 were 0% and 74%,
respectively.




Operating
expenses




Sales
and marketing




Sales and
marketing expenses decreased approximately 100% from $467,000 for the three
months ended March 31, 2007 to $0 during the three months ended March 31,
2008.  This is due to the Acquisition and the cessation of sales and
marketing activities at that time.





Research and
development




Our
research and development operations were sold to Smith Micro on April 4, 2007
resulting in a 100% decrease in costs from $354,000 for the quarter ended March
31, 2007 to $0 during the quarter ended March 31, 2008.




General and
administrative




General
and administrative expenses consist primarily of personnel and related overhead
costs for finance, information systems and general
management.  General and administrative expenses decreased 79% from
$1,210,000 during the quarter ended March 31, 2007 to $259,000 for the quarter
ended March 31, 2008.  The decrease is a result of the cessation of
operating activities in April 2007 and the related reduction in personnel,
overhead, information systems and management expenses.





Amortization
of intangible assets





Amortization
of intangible assets decreased 100% from $22,000 to $0 for the three months
ended March 31, 2007 and 2008, respectively.  This is due to the
Acquisition.





Interest
income (expense), net





We
incurred approximately $28,000 of net interest expense during the three months
ended March 31, 2007 and generated approximately $52,000 of net interest income
for the three months ended March 31, 2008.  This was due to our
increased liquidity and cash holdings as a result of the Acquisition and
reduction in on-going debt due to payments made after the
Acquisition.





8




Other
income (expense), net





Other
income (expense) decreased from approximately $368,000 of expenses during the
three months ended December 31, 2007 to approximately $3,000 of expenses during
the three months ended March 31, 2008. This is primarily due to $250,000 in
costs incurred related to cancellation of a joint venture in March
2007.





Liquidity
and Capital Resources





At
December 31, 2007, we had cash and cash equivalents totaling $5.3 million,
current assets of $5.4 million and total current liabilities of $0.9
million.





At March
31, 2008, we had cash and cash equivalents totaling $5.2 million total current
assets of $5.2 million and total current liabilities of $1.0 million. The cash
balance represents the remainder of the proceeds of the
Acquisition.





As of
March 31, 2008, we had no operations and we anticipate we will not generate any
revenue until we consummate a business combination, at the
earliest.  We estimate our capital resources are adequate to fund our
limited operating activities for twelve months from the balance sheet
date.





Off-balance
sheet arrangements





We did
not have any off-balance sheet arrangements at March 31, 2008.





Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141 (revised
2007) “Business Combinations” (“SFAS 141R”). SFAS 141R
establishes the requirements for how an acquirer recognizes and measures the
identifiable assets acquired, the liabilities assumed, any non-controlling
interest in the acquiree and the goodwill acquired. SFAS 141R requires
acquisition costs be expensed instead of capitalized as is required currently
under SFAS 141 and also establishes disclosure requirements for business
combinations. SFAS 141R applies to business combinations for which the
acquisition date is on or after fiscal years beginning on or after
December 15, 2008 and, as such, SFAS 141R is effective beginning in
the Company’s fiscal year 2009.  We are still evaluating the potential
impact on our consolidated financial statements upon adoption of
SFAS 141R.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - including an amendment of FASB
Statement No. 115” (“SFAS 159”). SFAS 159 provides companies with an option to
report selected financial assets and liabilities at fair value. The standard
requires companies to provide additional information that will help investors
and other users of financial statements to more easily understand the effect of
the company’s choice to use fair value on its earnings. It also requires
entities to display the fair value of those assets and liabilities for which the
company has chosen to use fair value on the face of the balance sheet. This
Statement is effective as of the beginning of an entity’s first fiscal year
beginning after November 15, 2007. Early adoption is permitted as of the
beginning of the previous fiscal year provided that the entity makes that choice
in the first 120 days of that fiscal year and also elects to apply the
provisions of Statement 157. The Company is currently evaluating whether the
adoption of SFAS 159 will have a material effect on its
consolidated financial position, results of operations or cash
flows.





In
September 2006, the FASB issued SFAS No. 157, “ Fair Value
Measurements ” (“SFAS 157”), which defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. SFAS 157 does not
require any new fair value measurements, but provides guidance on how to measure
fair value by providing a fair value hierarchy used to classify the source of
the information. In February 2008, the FASB issued FASB Staff Position 157-1, “
Application of FASB Statement No. 157 to FASB Statement No. 13 and
Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement under Statement 13. ”
(“FSP 157-1”). FSP 157-1 amends SFAS 157 to exclude leasing
transactions accounted for under SFAS 13 and related guidance from the
scope of SFAS 157. In February 2008, the FASB issued FASB Staff Position
157-2 (“FSP 175-2”), “ Effective Date of FASB Statement 157, ” which delays
the effective date of SFAS 157 for all non-financial assets and
non-financial liabilities, except for items that are recognized or disclosed as
fair value in the financial statements on a recurring basis (at least annually).
SFAS 157 is effective for fiscal year 2009, however, FSP 157-2 delays
the effective date for certain items to fiscal year 2010. We are evaluating the
potential impact on our consolidated financial statements upon adoption of
SFAS 157.


9





In
February 2006, the FASB issued SFAS No. 155, “Accounting for Certain
Hybrid Financial Instruments — an Amendment of FASB Statements No. 133
and 140” (“SFAS 155”). SFAS 155 allows financial instruments that
contain an embedded derivative and that otherwise would require bifurcation to
be accounted for as a whole on a fair value basis, at the holders’ election.
SFAS 155 also clarifies and amends certain other provisions of
SFAS 133 and SFAS 140. SFAS 155 was effective beginning with our
2007 fiscal year. The adoption of SFAS 155 did not have a material effect
on our consolidated financial statements.





Item
3. Controls and Procedures.





We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)).  Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were not
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the required time periods and is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.  These controls were not effective based on the following
factors:





·
            We
      recently experienced turnover in the finance part of our organization,
      including the Chief Financial Officer, Corporate Controller and Swedish
      Controller positions.·
            Because
      of our small size and limited financial resources, we have limited finance
      staff, who are not likely to be able to maintain a comprehensive knowledge
      of all relevant elements of changing reporting and accounting
      requirements, and who may not provide adequate resources in all
      circumstances to manage the complex accounting of a software company with
      operations in several countries.·
            We
      have had to rely on contract consulting staff who are less likely to
      remain with us over the long term.·
            Our
      accounting system and related infrastructure was acquired or built to
      handle the finances of a company significantly larger than we are
      currently, and any turnover in our finance staff may lead us to lose the
      ability to operate the system
effectively.





Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures of our
internal controls will prevent all error or fraud.  A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met.  Further, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs.  Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been
detected.





Changes in Internal Control Over
Financial Reporting.





In our
efforts to continuously improve our internal controls, management is taking the
following steps to enhance the following controls and procedures subsequent to
the end of the fiscal quarter reported on this Form 10-Q as part of our
remediation efforts:





·
            Maintaining
      competitive pay rates and retention incentives in an attempt to have
      current staff remain with us.


·
            Simplifying
      where practical our legacy
infrastructure.


·
            Having
      a third party accounting firm to assist with audit preparation, closing
      procedures, the evaluation of complex accounting transactions and the
      preparation of periodic reports.





We have
undertaken such activities in 2008 and expect continued enhancements to our
internal control structure in the remainder of 2008 and throughout
2009.


10





PART
II – OTHER INFORMATION





Item
1. Legal Proceedings.





As of the
date of this report, the Company is not currently involved in any legal
proceedings.





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





None.





Item
3.  Defaults Upon Senior Securities.





None.





Item
4. Submission of Matters to a Vote of Security Holders.





None.





Item
5. Other Information.





None.





Item
6. Exhibits.





Exhibit
                                Number
                              
                              Description
                              
                              By Reference
                                from Document31.1
                              
                              Certification
      of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the
      Securities Exchange Act of 1934
                              
                              *31.2
                              
                              Certification
      of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the
      Securities Exchange Act of 1934
                              
                              *32.1
                              
                              Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002
                              
                              *32.2
                              
                              Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002
                              
                              *




*           Filed
herewith


11


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.





INSIGNIA
      SOLUTIONS PLCJanuary
      28,2009
                    By:
                    /s/  Peter
      EngelDate
                    
                    Peter
      EngelPresident,
      Chairman  and Chief Executive Officer(Principal
      Executive Officer)January
      28,2009
                    By:
                    /s/ Michael
      MooreDate
                    
                    Michael
      MooreChief
      Financial Officer(Principal
      Financial
Officer)


12