UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q


(Mark
One)
  x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
quarterly period ended: June 30, 2009
  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 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  o  No o





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  ̈ No x





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:  129,254,116ordinary shares as of August 3,
2009.









INSIGNIA
SOLUTIONS PLC dba DOLLARDAYS INTERNATIONAL, INC.





Table
of Contents




PagePART
      I – FINANCIAL INFORMATION
                  1Item
      1. Financial Statements:.
                  2Consolidated
      Balance Sheets (unaudited)
                  2Consolidated
      Statements of Operations (unaudited)
                  3Consolidated
      Statements of Cash Flows (unaudited)
                  4Notes
      to Consolidated Financial Statements (unaudited)
                  5Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of  Operations
                  9Item
      3. Quantitative and Qualitative Disclosure About Market
    Risk
                  13Item
      4T. Controls and Procedures
                  13PART
      II – OTHER INFORMATION
                  14Item
      1. Legal Proceedings.
                  14Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                  14Item
      3. Defaults Upon Senior Securities
                  15Item
      4. Submission of Matters to a Vote of Security Holders
                  15Item
      5. Other Information.
                  15Item
      6. Exhibits
                  16SIGNATURES
                  17




ii


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 included in our Annual Report on Form
10-K for the year ended December 31, 2008.





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.




Insignia
Solutions plc dba DollarDays International, Inc.


Consolidated
Balance Sheets


(unaudited)




June 30,
                                                  
                                                  
                                                  December 31,2009
                                                  
                                                  
                                                  2008AssetsCash
      and cash equivalents
                                                  
                                                  $
                                                  137,757
                                                  
                                                  
                                                  $
                                                  20,836Certificates
      of deposit
                                                  
                                                  
                                                  1,429,810
                                                  
                                                  
                                                  
                                                  2,118,933Accounts
      receivable, net
                                                  
                                                  
                                                  58,008
                                                  
                                                  
                                                  
                                                  75,457Prepaid
      expenses and other current assets
                                                  
                                                  
                                                  106,358
                                                  
                                                  
                                                  
                                                  78,723Total
      current assets
                                                  
                                                  
                                                  1,731,933
                                                  
                                                  
                                                  
                                                  2,293,949Property
      and equipment, net
                                                  
                                                  
                                                  181,558
                                                  
                                                  
                                                  
                                                  160,641Deposits
      and other assets
                                                  
                                                  
                                                  23,899
                                                  
                                                  
                                                  
                                                  33,899Total
      assets
                                                  
                                                  $
                                                  1,937,390
                                                  
                                                  
                                                  $
                                                  2,488,489Liabilities
      and Shareholders' EquityAccounts
      payable
                                                  
                                                  $
                                                  1,264,143
                                                  
                                                  
                                                  $
                                                  1,176,170Accrued
      expenses
                                                  
                                                  
                                                  310,794
                                                  
                                                  
                                                  
                                                  771,407Deferred
      revenue
                                                  
                                                  
                                                  28,439
                                                  
                                                  
                                                  
                                                  15,617Liability
      for unauthorized, unissued shares
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  134,252Other
      liabilities
                                                  
                                                  
                                                  5,276
                                                  
                                                  
                                                  
                                                  4,652Total
      current liabilities
                                                  
                                                  
                                                  1,608,652
                                                  
                                                  
                                                  
                                                  2,102,098Shareholders'
      equity:Ordinary
      shares, 1 pence par value, 300,000,000 sharesauthorized,
      129,254,116 shares outstanding atJune
      30, 2009 and 126,682,430 to be issued andoutstanding
      at December 31, 2008 (see Note 1)
                                                  
                                                  
                                                  2,539,175
                                                  
                                                  
                                                  
                                                  2,503,878Additional
      paid in capital
                                                  
                                                  
                                                  4,041,455
                                                  
                                                  
                                                  
                                                  3,982,711Accumulated
      deficit
                                                  
                                                  
                                                  (6,251,892
                                                  )
                                                  
                                                  
                                                  (6,100,198
                                                  )Total
      shareholders' equity
                                                  
                                                  
                                                  328,738
                                                  
                                                  
                                                  
                                                  386,391Total
      liabilities and shareholders' equity
                                                  
                                                  $
                                                  1,937,390
                                                  
                                                  
                                                  $
                                                  2,488,489




See
accompanying notes to unaudited consolidated financial statements.




2




Insignia
Solutions plc dba DollarDays International, Inc.


Consolidated
Statements of Operations


(unaudited)




Three Months Ended June 30,
                          
                          
                          Six Months Ended June 30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008Net
      revenues
                          
                          $
                          3,140,282
                          
                          
                          $
                          2,863,477
                          
                          
                          $
                          5,714,827
                          
                          
                          $
                          5,234,647Cost
      of goods sold
                          
                          
                          2,082,917
                          
                          
                          
                          2,035,087
                          
                          
                          
                          3,783,196
                          
                          
                          
                          3,708,590Gross
      profit
                          
                          
                          1,057,365
                          
                          
                          
                          828,390
                          
                          
                          
                          1,931,631
                          
                          
                          
                          1,526,057Operating
      expenses:Sales
      and marketing
                          
                          
                          702,423
                          
                          
                          
                          549,631
                          
                          
                          
                          1,266,087
                          
                          
                          
                          1,041,902General
      and administrative
                          
                          
                          462,031
                          
                          
                          
                          573,159
                          
                          
                          
                          958,664
                          
                          
                          
                          971,551Total
      operating expenses
                          
                          
                          1,164,454
                          
                          
                          
                          1,122,790
                          
                          
                          
                          2,224,751
                          
                          
                          
                          2,013,453Operating
      loss
                          
                          
                          (107,089
                          )
                          
                          
                          (294,400
                          )
                          
                          
                          (293,120
                          )
                          
                          
                          (487,396
                          )Other
      income (expense):Interest
      expense
                          
                          
                          (3,914
                          )
                          
                          
                          86,529
                          
                          
                          
                          (4,500
                          )
                          
                          
                          (174,233
                          )Gain
      on debt conversion
                          
                          
                          -
                          
                          
                          
                          1,113,849
                          
                          
                          
                          -
                          
                          
                          
                          1,113,849Mark
      to market gainson liability for unauthorized shares
                          
                          
                          -
                          
                          
                          
                          (179,896
                          )
                          
                          
                          3,036
                          
                          
                          
                          (179,896
                          )Advertising
      revenue and other
                          
                          
                          61,361
                          
                          
                          
                          59,229
                          
                          
                          
                          142,890
                          
                          
                          
                          96,533Total
      other income (expense)
                          
                          
                          57,447
                          
                          
                          
                          1,079,711
                          
                          
                          
                          141,426
                          
                          
                          
                          856,253Net
      income (loss)
                          
                          $
                          (49,642
                          )
                          
                          $
                          785,311
                          
                          
                          $
                          (151,694
                          )
                          
                          $
                          368,857Net
      income (loss) per share:Basic
                          
                          $
                          -
                          
                          
                          $
                          0.03
                          
                          
                          $
                          -
                          
                          
                          $
                          0.02Diluted
                          
                          $
                          -
                          
                          
                          $
                          0.03
                          
                          
                          $
                          -
                          
                          
                          $
                          0.02Weighted
      average common shares outstandingBasic
                          
                          
                          129,254,116
                          
                          
                          
                          24,707,568
                          
                          
                          
                          128,529,760
                          
                          
                          
                          20,458,616Diluted
                          
                          
                          129,254,116
                          
                          
                          
                          25,146,104
                          
                          
                          
                          128,529,760
                          
                          
                          
                          20,705,292




See
accompanying notes to unaudited consolidated financial statements.





3




Insignia
Solutions plc dba DollarDays International, Inc.


Consolidated
Statements of Cash Flows


(unaudited)




Six
      Months Ended June 30,2009
                  
                  
                  2008Cash
      flows from operating activities:Net
      income (loss)
                  
                  $
                  (151,694
                  )
                  
                  $
                  368,857Adjustments
      to reconcile net income/(loss) tonet
      cash used in operating activities:Gain
      on debt conversion
                  
                  
                  -
                  
                  
                  
                  (1,113,849
                  )Mark
      to market (gains)/losses on liability forunauthorized
      shares
                  
                  
                  (3,036
                  )
                  
                  
                  179,896Depreciation
      and amortization
                  
                  
                  25,575
                  
                  
                  
                  19,036Amortization
      of debt discount
                  
                  
                  -
                  
                  
                  
                  12,480Bad
      debt expense
                  
                  
                  813
                  
                  
                  
                  3,236Stock-based
      compensation
                  
                  
                  28,037
                  
                  
                  
                  131,133Changes
      in assets and liabilities:Accounts
      receivable
                  
                  
                  16,636
                  
                  
                  
                  1,090Prepaid
      and other current assets
                  
                  
                  (27,635
                  )
                  
                  
                  (12,670
                  )Deposits
      and other assets
                  
                  
                  10,000
                  
                  
                  
                  28,757Accounts
      payable
                  
                  
                  87,973
                  
                  
                  
                  (204,083
                  )Accrued
      expenses
                  
                  
                  (460,613
                  )
                  
                  
                  71,021Accrued
      interest
                  
                  
                  -
                  
                  
                  
                  125,354Deferred
      revenue
                  
                  
                  12,822
                  
                  
                  
                  19,813Other
      liabilities
                  
                  
                  624
                  
                  
                  
                  1,754Net
      cash used in operating activities
                  
                  
                  (460,498
                  )
                  
                  
                  (368,175
                  )Cash
      flows from investing activities:Cash
      acquired in connection with reverse merger,net
      of acquisition costs
                  
                  
                  -
                  
                  
                  
                  3,133,692Maturities
      of certificates of deposits
                  
                  
                  689,123
                  
                  
                  
                  -Purchases
      of equipment
                  
                  
                  (46,492
                  )
                  
                  
                  (61,932
                  )Net
      cash provided by investing activities
                  
                  
                  642,631
                  
                  
                  
                  3,071,760Cash
      flows from financing activities:Proceeds
      from equity issuance, net of offering costs
                  
                  
                  -
                  
                  
                  
                  470,000Proceeds
      from line of credit
                  
                  
                  150,000
                  
                  
                  
                  -Payments
      on line of credit
                  
                  
                  (150,000
                  )
                  
                  
                  -Proceeds
      from issuance of long-term debt
                  
                  
                  -
                  
                  
                  
                  517,500Repayments
      of debt
                  
                  
                  -
                  
                  
                  
                  (265,000
                  )Shares
      repurchased from converted debtholders
                  
                  
                  (65,212
                  )
                  
                  
                  -Net
      cash (used in) provided by financing activities
                  
                  
                  (65,212
                  )
                  
                  
                  722,500Change
      in cash and cash equivalents
                  
                  
                  116,921
                  
                  
                  
                  3,426,085Cash
      and cash equivalents, beginning of period
                  
                  
                  20,836
                  
                  
                  
                  18,265Cash
      and cash equivalents, end of period
                  
                  $
                  137,757
                  
                  
                  $
                  3,444,350Supplemental
      cash flow disclosures:Noncash
      financing and investing activities -conversion
      of convertible debt and othernotes
      payable to equity
                  
                  $
                  -
                  
                  
                  $
                  6,256,046Conversion
      of shareholder advance to equity
                  
                  $
                  -
                  
                  
                  $
                  450,000Net
      noncash liabilities assumed in reverse merger
                  
                  $
                  -
                  
                  
                  $
                  (363,903
                  )Reclassification
      for liability associated with unauthorized, unissued shares to be
      issued
                  
                  $
                  (24,717
                  )
                  
                  $
                  -Reclassification
      for liability associated with unauthorized, unissued shares
      issued
                  
                  $
                  155,933
                  
                  
                  $
                  -Cash
      paid for interest
                  
                  $
                  4,500
                  
                  
                  $
                  102,294


4




Insignia
Solutions plc dba DollarDays International, Inc.


Notes
to the Consolidated Financial Statements


(unaudited)




Note
1:  Background and Basis of Presentation





Background





Until June 23, 2008, Insignia Solutions
plc, a corporation organized under the laws of England and Wales (“Insignia”)
operated as a shell company.  On June 23, 2008, DollarDays
International LLC (“DollarDays”) entered into a series of transactions to effect
a reverse merger with Insignia (the “Merger”).  DollarDays formed a
wholly owned Delaware corporation DollarDays International, Inc. (“DDI Inc.”)
and contributed all its assets and liabilities in exchange for 100% of the stock
of DDI Inc.





Under the agreement and plan of merger,
Insignia shareholders maintained approximately 37.1% ownership of the combined
company, DDI Inc. shareholders obtained 56.7%, and a new investor (“Amorim”)
obtained 6.2% of the combined company stock.  The Merger is accounted
for as a reverse merger whereby DDI Inc. is the accounting acquirer resulting in
a recapitalization of DDI Inc. equity.  Accordingly, the Company has
retroactively restated all equity and per share amounts for periods prior to the
Merger to reflect the equivalent amounts based on the exchange ratio set forth
in the Merger.





DDI Inc.,
through its website, www.DollarDays.com is an Internet based wholesaler of
general merchandise to small independent resellers.  Orders are placed
by customers through the website where, upon successful payment, the merchandise
is shipped directly from the vendors’ warehouses.





The
consolidated financial statements set forth herein include the accounts and
results of DDI Inc and include the results of Insignia and its subsidiaries
beginning with the date of acquisition (collectively the
“Company”).  Because DDI Inc. is the accounting acquirer, all
historical financial information for periods prior to June 23, 2008 are those of
DDI Inc. and do not reflect the activities of Insignia.  All
intercompany amounts are eliminated in consolidation.





As of
June 30, 2009, Insignia has issued 44,695,981 American Depository Shares (“ADS”)
to DollarDays Stockholders and 5,596,984 ADSs to Amorim.  At the
Company’s most recent Annual General Meeting shareholders approved a resolution
to increase the authorized capital of the Company so that Insignia can fulfill
its obligations to issue the remaining consideration under the terms of the
Merger.  Upon issuance of the remaining Merger consideration, the
DollarDays Stockholders will own approximately 63% of the issued and outstanding
ordinary shares of Insignia.





The
Company has not issued all of the consideration required to be issued in
connection with the Merger.  However, the accompanying financial
statements reflect as shares outstanding all amounts that are to be issued under
the terms of the Merger.  The Company believes this presentation
provides the most meaningful information to investors with respect to the
Company’s financial position, capitalization and per share financial
information.





The
Company previously recognized a liability for the total number of ordinary
shares to be issued in excess of authorized number of ordinary
shares.  As shareholders approved a resolution to increase the
authorized capital of the Company, the Company no longer recognizes a liability
for such shares and this amount was reclassified to additional paid-in capital
in the accompanying balance sheet.  The Company has recognized a gain
of $3,036 due to the changes in the fair value of the liability during the six
months ended June 30, 2009, the date at which the liability was
reclassified.





5




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, 2008. The accounting policies are described in
the “Notes to the Consolidated Financial Statements” in the 2008 Annual Report
on Form 10-K and updated, as necessary, in this Form 10-Q. The year end
consolidated balance sheet data presented for comparative purposes was derived
from audited financial statements, but does not include all disclosures required
by accounting principles generally accepted in the United States. The results of
operations for the three and six months ended June 30, 2009 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.





Note
2:  Going Concern





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





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





Note
3:  Certificates of Deposit





The
Company invests excess funds in Certificates of Deposits (“CDs”) issued by
domestic banks and, at times, may exceed federally insured
limits.  The balance of this account consists of CDs with original
maturities greater than three months.  $689,123 of CDs matured during
the six months ended June 30, 2009.





Note
4:  Line of Credit





The
Company has a $150,000 revolving line of credit with a financial institution and
during the six months ended June 30, 2009, the Company repaid all borrowed
amounts under the terms thereof.  At June 30, 2009, the balance
outstanding on the line of credit was $0.   Interest payments are
due monthly at an annual rate of 6%.  The line of credit has no stated
maturity date.





Note 5:  Stock
Options





The
Company has historically granted stock options to certain vendors and employees
as well as in connection with certain financing transactions.





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





6





Number of
                      Units
                    
                    
                    Weighted-
                      Average
                      ExercisePrice
                    
                    
                    Weighted-
                      Average
                      Remaining
                      ContractualTerm
                      (in years)Outstanding
      at December 31, 2008
                    
                    
                    6,109,715
                    
                    
                    $
                    0.23Grants
                    
                    
                    -
                    
                    
                    
                    -Forfeitures
                    
                    
                    (359,203
                    )
                    
                    
                    0.23Exercises
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      at June 30, 2009
                    
                    
                    5,750,512
                    
                    
                    $
                    0.23
                    
                    
                    
                    2.5Exerciseable
      at June 30, 2009
                    
                    
                    5,750,512
                    
                    
                    $
                    0.23
                    
                    
                    
                    2.5





The
options have no intrinsic value as of June 30, 2009.





The
following table sets forth exercise prices of outstanding options at June 30,
2009:




Exercise
      Price
                          
                          Number
      of
                            Shares$0.09
      - $0.20
                          
                          
                          3,850,739$0.21
      - $0.40
                          
                          
                          1,353,503$0.41
      - $0.70
                          
                          
                          507,770$0.71
      - $1.00
                          
                          
                          10,000>
      $1.00
                          
                          
                          28,500




Note
6:  Restricted Stock





On
February 25, 2009, the Company’s Board of Directors approved the grant of an
aggregate of 14,756,360 shares of restricted stock with a fair value of $47,220
vesting as follows:


·
            Twenty percent at the date of
      grant;


·
            Twenty percent on the first
      anniversary of the date of grant conditional upon the achievement of a
      closing price not less than $0.06 and daily volume of 50,000 shares for 25
      days of the 30 day period immediately prior to the anniversary
      date;


·
            Thirty percent on the second
      anniversary of the date of grant conditional upon the achievement of a
      closing price not less than $0.10 and daily volume of 50,000 shares for 25
      days of the 30 day period immediately prior to the anniversary date;
      and


·
            Thirty percent on the third
      anniversary of the date of grant conditional upon the achievement of a
      closing price not less than $0.15 and daily volume of 50,000 shares for 25
      days of the 30 day period immediately prior to the anniversary
      date.





As the
Company did not have authorized shares available for the grant of restricted
stock, the Company will issue the shares at a future date and as the vesting
conditions and requisite service periods have been met.  At June 30,
2009 the Company included 2,951,272 shares as outstanding in connection with the
grants described above and recognized stock based compensation of $3,320 and
$28,037 for the three and six months ended June 30, 2009, respectively, based on
the vesting schedule and requisite service period.





7




Note
7:  Recently Adopted Accounting Pronouncements





In May
2008, FASB issued FSP APB 14-1, “ Accounting for Convertible Debt
Instruments that may be Settled in Cash upon Conversion (Including Partial Cash
Settlement) ” ("FSP APB 14-1").  FSP APB 14-1 applies to
convertible debt securities that, upon conversion, may be settled by the issuer
fully or partially in cash.  FSP APB 14-1 specifies that issuers of
such instruments should separately account for the liability and equity
components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent
periods.  FSP APB 14-1 is effective January 1, 2009 and did not have a
material effect on our financial condition or results of
operations.





In June
2008, FASB ratified EITF No. 07-05, “ Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock ” ("EITF
07-05").  EITF 07-05 provides that an entity should use a two-step
approach to evaluate whether an equity-linked financial instrument (or embedded
feature) is indexed to its own stock, including evaluating the instrument's
contingent exercise and settlement provisions.  EITF 07-05 was
effective January 1, 2009 and the Company adopted EITF 07-05 during the three
months ended March 31, 2009.  The Company determined that its
outstanding warrants did not contain provisions that would preclude equity
treatment and the adoption of EITF 07-05 did not have a material effect on our
financial condition or results of operations.




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.   The adoption of SFAS 157 did not have a material effect
on our consolidated financial condition or results of operations.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial


statements
are issued or are available to be issued.  SFAS 165 is effective for
fiscal periods ending after June 15, 2009.  The adoption of SFAS 165
did not have a material effect on our consolidated financial
statements.





Note 8:  Subsequent
Events





In July
2009, the Company initiated the process to issue 18,743,731 ADSs of merger
consideration to DollarDays shareholders and Amorim.





The
Company has evaluated subsequent events through August 7, 2009 which is the date
the financial statements were issued.


8


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





The
following discussion and analysis provides information that management believes
is relevant for an assessment and understanding of our results of operations and
financial condition.  The following selected financial information is
derived from our historical financial statements and should be read in
conjunction with such financial statements and notes thereto set forth elsewhere
herein and the “Forward-Looking Statements” explanation included
herein.  This information should also be read in conjunction with our
audited historical consolidated financial statements which are included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed
with the Securities and Exchange Commission on March 31, 2009.





Overview





We
develop software programs that allow us to provide general merchandise for
resale to businesses through our website at www.DollarDays.com.  We
have been recognized as a leader in the Internet wholesale market of discounted
merchandise by a leading business periodical and trade
associations.  Our objective is to provide a one-stop discount
shopping destination for general merchandise to smaller distributors, retailers
and non-profits nationwide seeking single and small cased-sized lots at bulk
prices.  We launched our first website in October 2001.  The
site offers customers an opportunity to shop for bargains conveniently, while
offering our suppliers an alternative sales channel.  We believe our
website offers a unique benefit to smaller businesses in that they are able to
purchase goods from wholesalers and importers in single and small case lots,
with no minimum purchase requirements at discounted prices.  We
believe the prevailing reason our business has been able to obtain bulk pricing
for single case lots is our ability to reach smaller distributors, retailers and
non-profits that most general merchandise suppliers cannot economically reach.
We provide all the logistics and customer support to serve this sales channel
and grow our customer base.





We
continually add new, limited inventory products to our website in order to
create an atmosphere that encourages customers to visit frequently and purchase
products before the inventory sells out.  Through our Internet
catalog, we offer approximately 25,000 products, including up to 10,000 closeout
items at further discounted prices.  Closeout merchandise is typically
available in inconsistent quantities and prices.





We
accept orders, either online or via telephone sales staff, collect payment in
the form of credit or debit card, PayPal or similar means, and coordinate with
manufacturers, importers and close-out specialists regarding delivery
particulars.  PayPal refers to the online payment platform located at
www.paypal.com
and its localized counterparts.  Our proprietary software and service
procedures allow us to sell merchandise to a single customer, and bill as a
singer order, items purchased and delivered from multiple
suppliers.  We do not take possession of inventory, but we are
responsible for processing customer claims and returns.





Our
website has a registered base of approximately 1,250,000 small businesses and
receives approximately 2 million monthly page views.  We receive an
average of approximately 3,000 orders per month.  Our target audience
is smaller businesses.





Our
historical success has resulted largely from the size of our community of active
users.  We had approximately 21,000 unique customers place an order
with us in 2008 as compared to approximately 22,000 unique customers who placed
an order with us in 2007.  We believe our sales and marketing efforts
make inefficient markets more efficient because:


·
            our website includes more than
      25,000 items on any given day and makes available to our users a wide
      variety of goods; and


·
            we bring buyers and sellers
      together for lower costs than traditional
      intermediaries.





We have
had increased success throughout the years by attracting repeat
customers.  In 2007 and 2008, the sales volume of individuals who
purchased through our website four times or more increased to 27% and 38%,
respectively.


9




Reverse
Merger with Insignia Solutions plc





On June
23, 2008, we entered into a series of transactions to effect a reverse merger
with DollarDays (the “Merger”).  These transactions consisted of the
following:





•      DollarDays
formed a wholly owned Delaware corporation DollarDays International, Inc. (“DDI
Inc.”) and contributed all their assets and liabilities in exchange for 100% of
the stock of DDI Inc.





•   DDI
Inc. merged with Joede, Inc., a Delaware corporation and a wholly-owned
subsidiary of Insignia, whereby DDI Inc. was the surviving corporation and a
wholly-owned subsidiary of Insignia and Insignia agreed to issue 73,333,333
ADSs, which are common stock equivalents of Insignia represented by underlying
ordinary shares in exchange for all of the outstanding common stock of DDI
Inc.





•      The
combined entity was to issue an aggregate of 7,682,926 ADSs to Amorim in
exchange for cash of $550,000 and the conversion of note payable of
$450,000.





Under the
Agreement and Plan of Merger, Insignia shareholders maintained approximately
37.1% ownership of the combined company, DDI Inc. shareholders obtained 56.7%,
and Amorin obtained 6.2% of the combined company stock.  The Merger is
accounted for as a reverse merger whereby DDI Inc. is the accounting acquirer
resulting in a recapitalization of DDI Inc. equity.  Accordingly, the
Company has retroactively restated all equity and per share amounts for periods
prior to the Merger to reflect the equivalent amounts based on the exchange
ratio set forth in the Merger Agreement.





As a
result of Insignia not having enough authorized capital to issue all of the
consideration due pursuant to the Merger Agreement, as a closing condition to
the Merger Agreement, Insignia was required to (1) issue 46,978,375 ADSs to
DollarDays’ Stockholders at the time of the closing of the Merger, (2) issue
4,921,791 ADSs to Amorin and (3) take all necessary actions, including obtaining
stockholder approval as may be necessary, to authorize and deliver the remaining
consideration due under the terms of the Merger Agreement.





As of
June 30, 2009, Insignia has issued 44,695,981 American Depository Shares (“ADS”)
to DollarDays Stockholders and 5,596,984 ADSs to Amorim.  At the
Company’s most recent Annual General Meeting shareholders approved a resolution
to increase the authorized capital of the Company so that Insignia can fulfill
its obligations to issue the remaining consideration under the terms of the
Merger.  Upon issuance of the remaining Merger consideration, the
DollarDays Stockholders will own approximately 63% of the issued and outstanding
ordinary shares of Insignia.





Because
DDI Inc. is the accounting acquirer, all historical financial information for
periods prior to June 23, 2008 are those of DDI Inc. and do not reflect the
activities of Insignia.





Results
of Operations




Net
Revenues




Change from
                        
                        
                        Percent ChangeNetrevenues
                        
                        2009
                        
                        
                        2008
                        
                        
                        PriorYear
                        
                        
                        fromPriorYearThree
      months ended June 30,
                        
                        $
                        3,140,282
                        
                        
                        $
                        2,863,477
                        
                        
                        $
                        276,805
                        
                        
                        
                        9.7
                        %Six
      months ended June 30,
                        
                        $
                        5,714,827
                        
                        
                        $
                        5,234,647
                        
                        
                        $
                        480,180
                        
                        
                        
                        9.2
                        %




Net revenues increased during the three
and six months ended June 30, 2009 as compared to the three and six months ended
June 30, 2008, as a result of the Company’s continuing marketing efforts,
increased sales initiatives and resulting organic growth.  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.




10




Cost
of Goods Sold




Change from
                  
                  
                  Percent ChangeCost of goods sold
                  
                  2009
                  
                  
                  2008
                  
                  
                  Prior Year
                  
                  
                  from Prior YearThree
      months ended June 30,
                  
                  $
                  2,082,917
                  
                  
                  $
                  2,035,087
                  
                  
                  $
                  47,830
                  
                  
                  
                  2.4
                  %Six
      months ended June 30,
                  
                  $
                  3,783,196
                  
                  
                  $
                  3,708,590
                  
                  
                  $
                  74,606
                  
                  
                  
                  2.0
                  %




Cost of
goods sold increased during the three and six months ended June 30, 2009 as
compared to the three and six months ended June 30, 2008 due primarily to
increased revenues generated by the Company. The Company achieved improved
margins during the corresponding periods due to more favorable vendor pricing
and improved product mix.




Factors which may influence the cost of
goods sold include our general sales volumes, negotiated terms with vendors and
general economic conditions.




Sales
and Marketing




Change from
                  
                  
                  Percent ChangeSales and marketing
                  
                  2009
                  
                  
                  2008
                  
                  
                  Prior Year
                  
                  
                  from Prior YearThree
      months ended June 30,
                  
                  $
                  702,423
                  
                  
                  $
                  549,631
                  
                  
                  $
                  152,792
                  
                  
                  
                  27.8
                  %Six
      months ended June 30,
                  
                  $
                  1,266,087
                  
                  
                  $
                  1,041,902
                  
                  
                  $
                  224,185
                  
                  
                  
                  21.5
                  %




Sales and marketing expenses include
fees for attracting users to our site, including search engine optimization,
telemarketing and other marketing efforts as well as promotional activities to
increase sales by end users.  Sales and marketing expenses increased
in the three and six months ended June 30, 2009 as compared to the three months
ended June 30, 2008 due to increased efforts to generate revenues through
increased pay-per-click advertising, increased search optimization fees, greater
shipping promotions, and increased sales personnel.




Factors influencing sales and marketing
expenses include strategic decisions with respect to the cost-effectiveness of
each of our marketing activities.




General
and Administrative




Change from
                  
                  
                  Percent ChangeGeneral and administrative
                  
                  2009
                  
                  
                  2008
                  
                  
                  Prior Year
                  
                  
                  from Prior YearThree
      months ended June 30,
                  
                  $
                  462,031
                  
                  
                  $
                  573,159
                  
                  
                  $
                  (111,128
                  )
                  
                  
                  -19.4
                  %Six
      months ended June 30,
                  
                  $
                  958,664
                  
                  
                  $
                  971,551
                  
                  
                  $
                  (12,887
                  )
                  
                  
                  -1.3
                  %




General and administrative expenses
decreased in the three and six months ended June 30, 2009 as compared to the
three and six months ended June 30, 2008 due primarily to our cost containment
initiatives and non-recurring merger related charges incurred in the three
months ended June 30, 2008.




Factors that influence the amount of
general and administrative expenses include the amount and extent by which we
compensate our consultants, executives and directors with stock-based or other
compensation, the rate of growth of our business and the extent to which we
outsource or bring certain activities in-house.


11




Interest
Expense




Change
      from
                  
                  
                  Percent
      ChangeInterest
      expense
                  
                  2009
                  
                  
                  2008
                  
                  
                  Prior
      Year
                  
                  
                  from
      Prior YearThree
      months ended June 30,
                  
                  $
                  (3,914
                  )
                  
                  $
                  86,529
                  
                  
                  $
                  (90,443
                  )
                  
                  
                  -104.5
                  %Six
      months ended June 30,
                  
                  $
                  (4,500
                  )
                  
                  $
                  (174,233
                  )
                  
                  $
                  169,733
                  
                  
                  
                  -97.4
                  %




Interest expense represents interest
incurred on our convertible notes, notes payable and our line of
credit.   In June 2008, our debtholders agreed to convert all but
$600,000 of our outstanding debt into shares of common stock in connection with
the Merger.  The remaining $600,000 outstanding debt was paid in full
as of December 31, 2008.  As the Company’s outstanding debt has
decreased substantially in the three and six months ended June 30, 2009, we
incurred substantially less interest expense during the three and six months
ended June 30, 2009.




Advertising Revenue
and Other




Change from
                  
                  
                  Percent ChangeAdvertising revenue and other
                  
                  2009
                  
                  
                  2008
                  
                  
                  Prior Year
                  
                  
                  from Prior YearThree
      months ended June 30,
                  
                  $
                  61,361
                  
                  
                  $
                  59,229
                  
                  
                  $
                  2,132
                  
                  
                  
                  3.6
                  %Six
      months ended June 30,
                  
                  $
                  142,890
                  
                  
                  $
                  96,533
                  
                  
                  $
                  46,357
                  
                  
                  
                  48.0
                  %




Advertising revenue and other revenue
increased during the three and six months ended June 30, 2009 as compared to the
three and six months ended June 30, 2008 due to increased interest revenue from
short-term investments and increased sales of banner and other website
advertising on the Company’s site.




Net Income
(Loss)




Change from
                  
                  
                  Percent ChangeNet loss
                  
                  2009
                  
                  
                  2008
                  
                  
                  Prior Year
                  
                  
                  from Prior YearThree
      months ended June 30,
                  
                  $
                  (49,642
                  )
                  
                  $
                  785,311
                  
                  
                  $
                  (834,953
                  )
                  
                  
                  106.3
                  %Six
      months ended June 30,
                  
                  $
                  (151,694
                  )
                  
                  $
                  368,857
                  
                  
                  $
                  (520,551
                  )
                  
                  
                  141.1
                  %




The Company recognized a net loss
during the three and six months ended June 30, 2009 as compared to net income
for the three and six months ended June 30, 2008 due a one-time gain recognized
in 2008 related to the Company’s debt conversion in June 2008.




Liquidity
and Capital Resources




Our operating cash outflows were
$460,498 for the six months ended June 30, 2009, as compared to $368,175 for the
six months ended June 30, 2008, constituting an increase of
$92,323.  This is primarily due to the pay down of various accruals
during the current period.




Investing cash inflows for the
six months ended June 30, 2009 consisted of $689,123 of cash from the sale of
short-term investments, partially offset by $46,492 of investments in additional
equipment to support our business operations.   We acquired cash
of $3,133,692 in the reverse merger in June 2008 and had investments of $61,932
in additional equipment in the six months ended June 30, 2008.




Financing
cash outflows were $65,212 for the six months ended June 30, 2009 due to the
repurchase of shares from certain debtholders.  We had financing
inflows of $722,500 for the six months ended June 30, 2008 primarily due to debt
and equity issuances.





Our
financial statements have been prepared assuming we will continue as a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  We have a recent
history of operating losses and operating cash outflows.  These
factors raise substantial doubt about our ability to continue as a going
concern.  The financial statements do not include any adjustments that
might result from this uncertainty.


12





The
Company intends to generate operating cash flows through the growth of its
existing business, the improvement of operating margins and by growth through
acqusitions.  Although there can be no assurance, management believes
such measures will provide it with enough liquidity to operate its 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 June 30, 2009.





Recent
Accounting Pronouncements





Readers
are directed to Part I, Item I, Note 7 for a detailed discussion of the Recently
Adopted Accounting Pronouncements
that may be necessary for an understanding of the financial statements as a
whole.





Item
3.   Quantitative and Qualitative Disclosure About Market
Risk





Not
applicable





Item
4T. Controls and Procedures.





Disclosure 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
      have recently merged with an entity that maintains accounts in foreign
      countries with which we are unfamiliar in doing
  business


·
            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.





We began
remediation efforts in 2009 to address deficiencies in our disclosure controls
and procedures.  We expect most deficiencies to be corrected during
2009.





Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls over financial reporting 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.


13





Changes in Internal Controls
Over Financial Reporting





There
have not been  any changes in our internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that
occurred during the fiscal quarter ending June 30, 2009 that have materially
affected, or are reasonably likely to materially 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.





Pursuant
to the Merger, Insignia acquired all of the DDI Inc.’s  Capital
Stock.  In exchange for all of the DollarDays Capital Stock, Insignia
was required to: (1) issue 73,333,333 ADSs, evidenced by ADSs, to DollarDdays’
Stockholders, with each ADS representing one ordinary share of Insignia, (2)
issue a warrant for 8,551,450 ADSs at a price of $0.01 per ADS to Peter Engel,
the chief executive officer of DollarDays, (3) issue a warrant for 3,603,876
ADSs at a price of $0.13 per ADS to a financial advisor to DollarDays, and (4)
issue options to purchase 7,360,533 ADSs, in replacement of outstanding
DollarDays options.  In addition, Insignia agreed to issue 7,682,926
ADSs at a price of $0.13 to Amorim in repayment of a note.  Also, the
Company will issue warrants to purchase 570,962 shares at an exercise price of
$0.12 per share to an investment bank for merger related services.





As a
result of Insignia not having enough authorized capital to issue all of the
consideration due pursuant to the Merger Agreement, as a closing condition to
the Merger Agreement, Insignia was required to (1) issue 46,978,375 ADSs to
DollarDays’ Stockholders at the time of the closing of the Merger, (2) issue
4,921,791 ADSs to Amorim and (3) take all necessary actions, including obtaining
stockholder approval as may be necessary, to authorize and deliver the remaining
consideration due under the terms of the Merger Agreement.





For the
quarter ended March 31, 2009, Insignia issued 50,292,965 ADSs to DollarDays’
Stockholders which entitled DollarDays’ Stockholders to 50,292,965 ordinary
shares of the Company.  Such ordinary shares were deposited with the
Bank of New York Mellon on March 17, 2009 and were issued to DollarDays’
Stockholders on April 23, 2009.  The ADSs were issued pursuant to an
exemption from registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 4(2).





On
February 25, 2009, the Company’s Board of Directors approved the grant of an
aggregate of 14,756,360 shares of restricted stock to certain officers and
directors of the Company as consideration for past and future services performed
on behalf of the Company.  Such restricted stock vesting as
follows:


·
            Twenty percent at the date of
      grant;


·
            Twenty percent on the first
      anniversary of the date of grant conditional upon the achievement of a
      closing price not less than $0.06 and daily volume of 50,000 shares for 25
      days of the 30 day period immediately prior to the anniversary
      date;


·
            Thirty percent on the second
      anniversary of the date of grant conditional upon the achievement of a
      closing price not less than $0.10 and daily volume of 50,000 shares for 25
      days of the 30 day period immediately prior to the anniversary date;
      and


·
            Thirty percent on the third
      anniversary of the date of grant conditional upon the achievement of a
      closing price not less than $0.15 and daily volume of 50,000 shares for 25
      days of the 30 day period immediately prior to the anniversary
      date.


14





In July
2009, Insignia initiated the process to issue 18,743,731 ADSs to DollarDays’
Stockholders which will entitle DollarDays’ Stockholders to 18,743,731 ordinary
shares of the Company.  Such ordinary shares will be deposited with
the Bank of New York Mellon and subsequently issued to DollarDays’
Stockholders.  The ADSs were issued pursuant to an exemption from
registration requirements of the Securities Act of 1933, as amended, pursuant to
Section 4(2).





Item
3.   Defaults Upon Senior Securities.





None.





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





The
Company held its 2009 Annual Meeting of Stockholders on June 11, 2009 in
Scottsdale, Arizona.





At the
2009 Annual Meeting of Stockholders, the stockholders elected the following
individuals as directors, to serve until the 2009 Annual Meeting of
Stockholders, and until their successors are elected and qualified:





Name
              
              Votes For
              
              Votes WithheldPeter
      Engel
              
              44,970,606
              
              1,897,568Vincent
      Pino
              
              44,926,607
              
              1,941,567Lawrence
      Schafran
              
              44,981,741
              
              1,886,433Filipe
      Sobral
              
              44,969,513
              
              1,898,661Christopher
      Baker
              
              44,969,226
              
              1,898,948





Also, at
the 2009 Annual Meeting of Stockholders the stockholders:





·
            Approved
      the receipt of U.K. statutory accounts of Insignia in respect of the
      financial years ended December 31, 2007 and December 31, 2006, together
      with Directors’ and Auditors’ reports relating to those
      accounts.  This matter did not require a vote of the
      Stockholders.


·
            Approved
      the re-appointment of MacIntyre Hudson as its U.K. statutory auditors and
      independent accountants to perform the audit of the Company’s financial
      statements for the year ending December 31, 2009.  There were
      45,258,346 votes cast for the re-appointment, 1,535,478 votes cast against
      the re-appointment and 74,350
abstentions.


·
            Approved
      and ratified the appointment of Malone & Bailey PC as its U.S.
      independent accountants to perform the audit of Insignia’s financial
      statements for the fiscal years ending December 31, 2008 and December 31,
      2007.  There were 45,293,154 votes cast for the appointment,
      1,543,420 votes cast against the appointment and 31,600
      abstentions.


·
            Approved
      an increase to the authorized share capital of the Company from
      110,000,000 to 300,000,000 ordinary shares.  There were
      42,982,692 votes cast for the increase, 3,795,581 votes cast against the
      increase and 89,901 abstentions.


·
            Approved
      a resolution to grant the directors authority to allot shares in the
      capital of the Company and other relevant securities up to an aggregate
      nominal value of $1,900,000.  There were 42,895,047 votes cast
      for the resolution, 3,887,547 votes cast against the resolution and 85,580
      abstentions.


·
            Approved
      a resolution to authorize directors in certain circumstances to allot
      equity securities for cash other than in accordance with the statutory
      pre-emption rights.  There were 42,965,280 votes cast for the
      resolution, 3,817,184 votes cast against the resolution
      and  85,710 abstentions.


·
            Approved
      adoption of the Company’s 2009 Long Term Incentive Plan. There were
      42,494,681 votes cast for the Long Term Incentive Plan, 3,814,110 votes
      cast against the Long Term Incentive Plan, and 559,383
      abstentions.




Item
5.   Other Information.





None.


15




Item
6.   Exhibits.





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




16


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





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




17