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, 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 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
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    Yes   ̈  No
  ̈





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:  129,392,457as of May 4,
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
                                                    10Item
      3. Quantitative and Qualitative Disclosure About Market
    Risk
                                                    13Item
      4T. Controls and Procedures
                                                    14PART
      II – OTHER INFORMATION
                                                    14Item
      1. Legal Proceedings
                                                    14Item
      1A. Risk Factors
                                                    14Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                                                    15Item
      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


i


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 and 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 dba DollarDays International, Inc.


Consolidated
Balance Sheets


(unaudited)





March
      31,
                      
                      
                      December
      31,2009
                      
                      
                      2008AssetsCash
      and cash equivalents
                      
                      $
                      117,723
                      
                      
                      $
                      20,836Certificates
      of deposit
                      
                      
                      1,711,064
                      
                      
                      
                      2,118,933Accounts
      receivable, net
                      
                      
                      41,419
                      
                      
                      
                      75,457Prepaid
      expenses and other current assets
                      
                      
                      83,975
                      
                      
                      
                      78,723Total
      current assets
                      
                      
                      1,954,181
                      
                      
                      
                      2,293,949Property
      and equipment, net
                      
                      
                      174,532
                      
                      
                      
                      160,641Deposits
      and other assets
                      
                      
                      23,899
                      
                      
                      
                      33,899Total
      assets
                      
                      $
                      2,152,612
                      
                      
                      $
                      2,488,489Liabilities
      and Shareholders' EquityAccounts
      payable
                      
                      $
                      1,210,945
                      
                      
                      $
                      1,176,170Accrued
      expenses
                      
                      
                      381,795
                      
                      
                      
                      771,407Deferred
      revenue
                      
                      
                      28,910
                      
                      
                      
                      15,617Liability
      for unauthorized, unissued shares
                      
                      
                      155,933
                      
                      
                      
                      134,252Other
      liabilities
                      
                      
                      155,902
                      
                      
                      
                      4,652Total
      current liabilities
                      
                      
                      1,933,485
                      
                      
                      
                      2,102,098Shareholders'
      equity:Ordinary
      shares, 1 pence par value, 110,000,000 shares authorized, 129,392,457
      shares to be issued and outstanding  at March 31,
      2009  and 126,682,430 to be issued and  outstanding at
      December 31, 2008 (see Note 1)
                      
                      
                      2,541,182
                      
                      
                      
                      2,503,878Additional
      paid in capital
                      
                      
                      3,880,195
                      
                      
                      
                      3,982,711Accumulated
      deficit
                      
                      
                      (6,202,250
                      )
                      
                      
                      (6,100,198
                      )Total
      shareholders' equity
                      
                      
                      219,127
                      
                      
                      
                      386,391Total
      liabilities and shareholders' equity
                      
                      $
                      2,152,612
                      
                      
                      $
                      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 March
31,2009
                            
                            
                            2008Net
      revenues
                            
                            $
                            2,574,545
                            
                            
                            $
                            2,371,169Cost
      of goods sold
                            
                            
                            1,700,279
                            
                            
                            
                            1,673,503Gross
      profit
                            
                            
                            874,266
                            
                            
                            
                            697,666Operating
      expenses:Sales
      and marketing
                            
                            
                            563,664
                            
                            
                            
                            492,270General
      and administrative
                            
                            
                            496,633
                            
                            
                            
                            398,391Total
      operating expenses
                            
                            
                            1,060,297
                            
                            
                            
                            890,661Operating
      loss
                            
                            
                            (186,031
                            )
                            
                            
                            (192,995
                            )Other
      income (expense):Interest
      expense
                            
                            
                            -
                            
                            
                            
                            (260,762
                            )Mark
      to market gains on liability for unauthorized shares
                            
                            
                            3,036
                            
                            
                            
                            -Advertising
      revenue and other
                            
                            
                            80,943
                            
                            
                            
                            37,304Total
      other income (expense)
                            
                            
                            83,979
                            
                            
                            
                            (223,458
                            )Net
      loss
                            
                            $
                            (102,052
                            )
                            
                            $
                            (416,453
                            )Net
      loss per share:Basic
      and diluted
                            
                            $
                            -
                            
                            
                            $
                            (0.03
                            )Weighted
      average common shares outstandingBasic
      and diluted
                            
                            
                            127,849,617
                            
                            
                            
                            16,209,663





See
accompanying notes to unaudited consolidated financial
statements.


3


Insignia
Solutions plc dba DollarDays International, Inc.


Consolidated
Statements of Cash Flows


(unaudited)





Three Months Ended March
31,2009
                    
                    
                    2008Cash
      flows from operating activities:Net
      loss
                    
                    $
                    (102,052
                    )
                    
                    $
                    (416,453
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Mark
      to market gains /losses on liability for unauthorized
    shares
                    
                    
                    (3,036
                    )
                    
                    
                    -Depreciation
      and amortization
                    
                    
                    12,822
                    
                    
                    
                    8,741Amortization
      of debt discount
                    
                    
                    -
                    
                    
                    
                    12,479Bad
      debt expense
                    
                    
                    813
                    
                    
                    
                    -Stock-based
      compensation
                    
                    
                    24,717
                    
                    
                    
                    8,884Changes
      in assets and liabilities:Accounts
      receivable
                    
                    
                    33,225
                    
                    
                    
                    1,733Prepaid
      and other current assets
                    
                    
                    (5,252
                    )
                    
                    
                    (26,655
                    )Deposits
      and other assets
                    
                    
                    10,000
                    
                    
                    
                    -Accounts
      payable
                    
                    
                    34,775
                    
                    
                    
                    (31,506
                    )Accrued
      expenses
                    
                    
                    (389,612
                    )
                    
                    
                    (54,238
                    )Accrued
      interest
                    
                    
                    -
                    
                    
                    
                    215,783Deferred
      revenue
                    
                    
                    13,293
                    
                    
                    
                    5,813Other
      liabilities
                    
                    
                    1,250
                    
                    
                    
                    1,047Net
      cash used in operating activities
                    
                    
                    (369,057
                    )
                    
                    
                    (274,372
                    )Cash
      flows from investing activities:Maturities
      of certificates of deposits
                    
                    
                    407,869
                    
                    
                    
                    -Purchases
      of equipment
                    
                    
                    (26,713
                    )
                    
                    
                    (17,589
                    )Net
      cash provided by (used in) investing activities
                    
                    
                    381,156
                    
                    
                    
                    (17,589
                    )Cash
      flows from financing activities:Proceeds
      from line of credit
                    
                    
                    150,000
                    
                    
                    
                    -Advances
      on line of credit
                    
                    
                    -
                    
                    
                    
                    16,940Proceeds
      from issuance of long-term debt
                    
                    
                    -
                    
                    
                    
                    267,500Shares
      repurchased from converted debtholders
                    
                    
                    (65,212
                    )
                    
                    
                    -Net
      cash provided by financing activities
                    
                    
                    84,788
                    
                    
                    
                    284,440Change
      in cash and cash equivalents
                    
                    
                    96,887
                    
                    
                    
                    (7,521
                    )Cash
      and cash equivalents, beginning of period
                    
                    
                    20,836
                    
                    
                    
                    18,265Cash
      and cash equivalents, end of period
                    
                    $
                    117,723
                    
                    
                    $
                    10,744Supplemental
      cash flow disclosures:Reclassification
      for liability associated with unauthorized, unissued shares to be
      issued
                    
                    $
                    (24,717
                    )
                    
                    $
                    -Cash
      paid for interest
                    
                    $
                    -
                    
                    
                    $
                    32,500





See
accompanying notes to unaudited consolidated financial
statements.


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”).





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
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 the
date of this Report on Form 10-Q, Insignia has issued 44,695,981 American
Depository Shares (“ADS”) to DollarDays Stockholders and 5,596,984 ADSs to
Amorim, representing approximately 49.7% of the issued and outstanding ordinary
shares of Insignia.  Insignia has proposed to shareholders, for their
approval, a resolution to increase the authorized capital of the Company at its
next Annual General Meeting so that Insignia can fulfill its obligations to
issue the remaining consideration under the terms of the
Merger.  Assuming the remaining Merger consideration is issued, 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 and the Company is presenting a liability for the shares
in excess of the authorized shares.  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.





As the
total number of ordinary shares to be issued, 129,392,457 exceeds the currently
authorized number of ordinary shares, the Company recognized a liability of
$155,933 at March 31, 2009 for the fair value of unauthorized, unissued
shares.  The fair value of the liability for unauthorized, unissued
shares has been recorded at market value as of March 31, 2009 and a
corresponding gain of $3,036 has been recognized due to the changes in the fair
value of the liability during the three months ended March 31,
2009.





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 months ended March 31, 2009 are not necessarily
indicative of the operating results for the full year or for any other
subsequent interim period.


5


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.  $407,869 of CDs matured during
the three months ended March 31, 2009.





Note
4:  Line of Credit





The
Company has a $150,000 revolving line of credit with a financial institution and
during the three months ended March 31, 2009, the Company borrowed $150,000
under the terms thereof.  At March 31, 2009, the balance outstanding
on the line of credit was $150,000.   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
                    Exercise Price
                  
                  
                  Weighted-
                    Average
                    Remaining
                    Contractual Term
                    (in years)Outstanding
      at December 31, 2008
                  
                  
                  6,109,715
                  
                  
                  $
                  0.23GrantsForfeitures
                  
                  
                  (294,448
                  )
                  
                  
                  0.23Exercises
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at March 31, 2009
                  
                  
                  5,815,267
                  
                  
                  $
                  0.23
                  
                  
                  
                  2.8Exerciseable
      at March 31, 2009
                  
                  
                  5,815,267
                  
                  
                  $
                  0.23
                  
                  
                  
                  2.8





The
options have no intrinsic value as of March 31, 2009.





The
following table sets forth exercise prices of outstanding options at March 31,
2009:








Exercise Price
                      
                      Number of Shares$0.09
      - $0.20
                      
                      3,914,244$0.21
      - $0.40
                      
                      1,353,503$0.41
      - $0.70
                      
                      507,770$0.71
      - $1.00
                      
                      10,000>
      $1.00
                      
                      29,750





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


·
            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 available authorized shares available for the grant of
restricted stock, the Company will issue the shares at a future date when shares
are available and the vesting conditions and requisite service periods have been
met.  The shares that have vested but have not issued yet were
considered in the unissued share liability calculation described in Note
1.  However, at March 31, 2009 the Company included 3,089,613 shares
as outstanding in connection with the grants described above and recognized
stock based compensation of $24,717 based on the vesting schedule and requisite
service period.


7


Note
7:  Recently Adopted 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.  The adoption of SFAS 141R did not have a material effect
on our financial condition or results of operations.





In
December 2007, the FASB issued SFAS No. 160 “ Non-controlling Interests in
Consolidated Financial Statements ” — an amendment to ARB No. 51 (“SFAS
160”). SFAS 160 will change the accounting and reporting for minority interests,
which will now be termed “non-controlling interests.” SFAS 160 requires
non-controlling interests to be presented as a separate component of equity and
requires the amount of net income attributable to the parent and to the
non-controlling interest to be separately identified on the consolidated
statement of operations. SFAS 160 is effective for fiscal years beginning on or
after December 15, 2008 and, as such, will be effective beginning in the
Company’s fiscal year 2009. The adoption of SFAS 160 did not have a material
impact on our consolidated financial statements.





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
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 adoption of SFAS 159 did not have a material effect on our consolidated
financial position, results of operations or cash flows.


8


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.


9


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, 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 for 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.


10


Reverse
Merger with Insignia Solutions plc





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





•      We
formed a wholly owned Delaware corporation DollarDays International, Inc. (“DDI
Inc.”) and contributed all our 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 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 the
date of this Report on Form 10-Q, Insignia has issued 44,695,981 ADSs to
DollarDays Stockholders and 5,596,984 ADSs to Amorim, representing approximately
49.7% of the issued and outstanding ordinary shares of
Insignia.  Insignia has proposed to shareholders, for their approval,
a resolution to increase the authorized capital of the Company at its next
Annual General Meeting so that Insignia can fulfill its obligations to issue the
remaining consideration under the terms of the Merger.  Assuming the
remaining Merger consideration is issued, 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
      ChangeNet revenues
                
                2009
                
                
                2008
                
                
                Prior Year
                
                
                from Prior YearThree
      months ended March 31,
                
                
                2,574,545
                
                
                
                2,371,169
                
                
                
                203,376
                
                
                
                8.6
                %




Net revenues increased during the three
months ended March 31, 2009 as compared to the three months ended March 31,
2008, as a result of the Company’s continuing marketing efforts 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.




11




Cost
of Goods Sold




Change
      from
                
                
                Percent
      ChangeCost of goods sold
                
                2009
                
                
                2008
                
                
                Prior Year
                
                
                from Prior YearThree
      months ended March 31,
                
                
                1,700,279
                
                
                
                1,673,503
                
                
                
                26,776
                
                
                
                1.6
                %




Cost of goods sold increased during the
three months ended March 31, 2009 as compared to the three months ended March
31, 2008 due primarily to increased revenues generated by the Company. The
Company achieved improved margins during the quarter 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 March 31,
                
                
                563,664
                
                
                
                492,270
                
                
                
                71,394
                
                
                
                14.5
                %




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 months ended March 31, 2009 as compared to the three months ended
March 31, 2008 due to increased efforts to generate revenues through increased
pay-per-click advertising, increased search optimization fees and greater
shipping promotions.




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 March 31,
                
                
                496,633
                
                
                
                398,391
                
                
                
                98,242
                
                
                
                24.7
                %







General and administrative expenses
increased in the three months ended March 31, 2009 as compared to the three
months ended March 31, 2008 due primarily to increased professional fees as the
Company transitioned from a privately-held company to being
publicly-held.




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.




Interest
Expense




Change
      from
                
                
                Percent
      ChangeInterest expense
                
                2009
                
                
                2008
                
                
                Prior Year
                
                
                from Prior YearThree
      months ended March 31,
                
                
                -
                
                
                
                (260,762
                )
                
                
                260,762
                
                
                
                -100.0
                %




Interest expense represents interest
incurred on our convertible notes and other notes payable.   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.  Therefore, the Company did not generate interest expense during
the three months ended March 31, 2009.




Advertising Revenue and
Other




Change
      from
                
                
                Percent
      ChangeAdvertising revenue and
    other
                
                2009
                
                
                2008
                
                
                Prior Year
                
                
                from Prior YearThree
      months ended March 31,
                
                
                80,943
                
                
                
                37,304
                
                
                
                43,639
                
                
                
                117.0
                %




12




Advertising revenue and other revenue
increased during the three months ended March 31, 2009 as compared to the three
months ended March 31, 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 Loss




Change
      from
                
                
                Percent
      ChangeNet loss
                
                2009
                
                
                2008
                
                
                Prior Year
                
                
                from Prior YearThree
      months ended March 31,
                
                
                (102,052
                )
                
                
                (416,453
                )
                
                
                314,401
                
                
                
                75.5
                %




The Company recognized a smaller net
loss during the three months ended March 31, 2009 as compared to the three
months ended March 31, 2008 due primarily to reduced interest expense and
increased advertising and other revenue.




Liquidity
and Capital Resources




Our operating cash outflows were
$369,057 for the three months ended March 31, 2009, as compared to $274,372 for
the three months ended March 31, 2008, constituting an increase of
$94,685.  This is primarily due to the pay down of various accruals
during the quarter.




Investing cash inflows for the
three months ended March 31, 2009 consisted of $407,869 of cash from the sale of
short-term investments, partially offset by $26,713 of investments in additional
equipment to support our business operations.   We had
investments of $17,589 in additional equipment in the three months ended March
31, 2008.




Financing
cash inflows were $84,788 for the three months ended March 31, 2009 as compared
to $284,440 for the three months ended March 31, 2008.  The decrease
in financing inflows is due to reduced borrowing activities by the Company in
the current year.  We borrowed $150,000 of an available $150,000 under
our revolving line of credit during the three months ended March 31,
2009.  Interest payments are due monthly at an annual rate of
6%.  The line of credit has no stated maturity date.





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.





The
Company intends to generate operating cash flows throught 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 March 31, 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





13




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.





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 March 31, 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.





14




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





Pursuant
to the Merger, Insignia acquired all of the DollarDay’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 DollarDays’
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, Section 4(2), from the registration requirements of the
Securities Act of 1933, as amended.





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.





As the
Company did not have available authorized shares available for the grant of
restricted stock, the Company will issue the shares at a future date when shares
are available.  However, at March 31, 2009 the Company included
3,089,613 shares as outstanding in connection with the grants described above.
The restricted stock was issued pursuant to an exemption, Section 4(2) from
the registration requirements of the Securities Act of 1933, as
amended.





Item
3.   Defaults Upon Senior Securities.





None.





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





None.





Item
5.   Other Information.





None.





15




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


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
      MooreChief
      Financial Officer(Principal
      Financial Officer)


17