UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





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





For
the fiscal year ended December 31, 2009





OR





o
            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




AMERICA’S
SUPPLIERS, INC.


(Exact
name of Registrant as specified in its charter)





Delaware
              
              27-1445090(State
      or other jurisdiction of
              
              (I.R.S.
      employerincorporation
      or organization)
              
              identification
      number)7575
      E. Redfield RoadSuite
      201Scottsdale,
      AZ
              
              85260(Address
      of principal executive offices)
              
              (Zip
      Code)





(480)
922-8155


(Registrant’s
telephone number)





Securities
registered pursuant to Section 12(b) of the Act:


None





Securities
registered pursuant to Section 12(g) of the Act:


Ordinary
Shares ($0.001par value)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes   o    No   þ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  o      No  þ





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  þ      No  o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K.   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. (Check
one):





Large
accelerated filer  o      Accelerated
filer  o      Non-accelerated
filer  o       Smaller
reporting company þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yes  o      No  þ





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant was approximately $1,292,541 as of June 30,
2009, based upon the closing sale price on the Pink Sheets reported for such
date. Ordinary shares held by each officer and director and by each person who
owns 10% or more of the outstanding ordinary share capital have been excluded in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.





As of
March 15, 2010, there were 12,925,548 common shares of $0.001 par value
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Portions
of our definitive Proxy Statement for our 2010 Annual Meeting of Stockholders
are incorporated by reference into Part III of this Form 10-K.







TABLE
OF CONTENTS





PagePART IItem 1.
                                                    
                                                    Business
                                                    
                                                    4Item 1A.
                                                    
                                                    Risk
      Factors
                                                    
                                                    12Item 1B.
                                                    
                                                    Unresolved
      Staff Comments
                                                    
                                                    21Item 2.
                                                    
                                                    Properties
                                                    
                                                    21Item 3.
                                                    
                                                    Legal
      Proceedings
                                                    
                                                    21Item 4.
                                                    
                                                    Reserved
                                                    
                                                    21PART IIItem 5.
                                                    
                                                    Market
      for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
      Purchases of Equity Securities
                                                    
                                                    22Item 6.
                                                    
                                                    Selected
      Financial Data
                                                    
                                                    24Item 7.
                                                    
                                                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                    
                                                    25Item
      7A.
                                                    
                                                    Quantitative
      and Qualitative Disclosures About Market RiskItem 8.
                                                    
                                                    Financial
      Statements and Supplementary Data
                                                    
                                                    32Item 9.
                                                    
                                                    Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                    
                                                    32Item 9A.
                                                    
                                                    Evaluation
      of Disclosure Controls and Procedures
                                                    
                                                    32Item 9A(T).
                                                    
                                                    Evaluation
      of Internal Controls over Financial ReportingItem 9B.
                                                    
                                                    Other
      Information
                                                    
                                                    33PART IIIItem 10.
                                                    
                                                    Directors,
      Executive Officers and Corporate Governance
                                                    
                                                    34Item 11.
                                                    
                                                    Executive
      Compensation
                                                    
                                                    34Item 12.
                                                    
                                                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                    
                                                    34Item 13.
                                                    
                                                    Certain
      Relationships and Related Transactions, and Director
      Independence
                                                    
                                                    34Item 14.
                                                    
                                                    Principal
      Accountant Fees and Services
                                                    
                                                    34PART IVItem 15.
                                                    
                                                    Exhibits
      and Financial Statement Schedules
                                                    
                                                    34Signatures
                                                    
                                                    
                                                    
                                                    36


2


PART I





Forward-Looking
Information





Unless
otherwise indicated, the terms “America’s Suppliers,” “ASI,” “Insignia Solutions
plc,” “Insignia,” the “Company,” “we,” “us,” and “our” refer to America’s
Suppliers, Inc. and its subsidiaries. In this Annual Report on Form 10-K, 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 Annual Report on Form 10-K that are not historical
fact are forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995), within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The forward-looking statements contained
herein are based on current expectations that involve a number of risks and
uncertainties. These statements can be identified by the use of forward-looking
terminology such as “believes,” “expects,” “may,” “will,” “should,” “intend,”
“plan,” “could,” “is likely,” or “anticipates,” or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. The Company wishes to caution the reader that
these forward-looking statements that are not historical facts are only
predictions. No assurances can be given that the future results indicated,
whether expressed or implied, will be achieved. While sometimes presented with
numerical specificity, these projections and other forward-looking statements
are based upon a variety of assumptions relating to the business of the Company,
which, although considered reasonable by the Company, may not be realized.
Because of the number and range of assumptions underlying the Company’s
projections and forward-looking statements, many of which are subject to
significant uncertainties and contingencies that are beyond the reasonable
control of the Company, some of the assumptions inevitably will not materialize,
and unanticipated events and circumstances may occur subsequent to the date of
this report. These forward-looking statements are based on current expectations
and the Company assumes no obligation to update this information. Therefore, the
actual experience of the Company and the results achieved during the period
covered by any particular projections or forward-looking statements may differ
substantially from those projected. Consequently, the inclusion of projections
and other forward-looking statements should not be regarded as a representation
by the Company or any other person that these estimates and projections will be
realized, and actual results may vary materially. There can be no assurance that
any of these expectations will be realized or that any of the forward-looking
statements contained herein will prove to be accurate.


3





Item
1 —  Business





History





On
December 14, 2009, America’s Suppliers, Inc., a Delaware corporation (“ASI” or
the “Company”), became the holding company of Insignia Solutions plc, a public
limited company incorporated in England and Wales (“Insignia”), pursuant to a
scheme of arrangement under Section 897 of the UK Companies Act of 2006 that was
approved by the Insignia stockholders on November 30, 2009 and the High Court of
Justice in England and Wales on December 14, 2009 (the “Scheme of
Arrangement”).  Pursuant to the Scheme of Arrangement, every ordinary
share, 1 pence par value per share, of Insignia (the “Ordinary Shares”) was
exchanged and cancelled at a ratio of ten Ordinary Shares for one share of
common stock, $.001 par value per share (the “Common Stock”), of ASI (the
“Exchange Ratio”).  All outstanding Insignia options and warrants were
assumed by ASI, adjusted as per the Exchange Ratio, and such options and
warrants are now exercisable for shares of ASI Common Stock.  Insignia
is now a wholly-owned subsidiary of ASI.  The securities issued in the
transaction were issued in reliance on an exemption from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section
3(a)(10) promulgated thereunder.





Insignia
was incorporated under the laws of England and Wales on November 20, 1985 under
the name Diplema Ninety Three Limited. The Company changed its name to Insignia
Solutions Limited on March 5, 1986 and commenced operations on March 17,
1986.  Until April 2007, Insignia developed, marketed and supported
software technologies that enabled mobile operators and phone manufacturers to
update, upgrade and configure the firmware of mobile devices using standard
over-the-air (“OTA”) data networks.





In April
2007, Insignia sold substantially all of its assets to Smith Micro Software,
Inc.  From April 2007 until June 23, 2008, Insignia did not generate
any revenues from operations and 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”).  These transactions consisted of the
following:


·
            DollarDays was formed as a
      Delaware limited liability company on November 5, 2001.  On June
      20, 2008, DollarDays contributed all of its assets and liabilities to
      DollarDays International, Inc., a Delaware corporation, (“DDI Inc.”)
      pursuant to a contribution agreement.    In return for
      DollarDays’ assets and liabilities, DDI Inc. issued 100% of its common
      stock to DollarDays.  Following the contribution, DDI Inc.
      became the operating company, DollarDays has no assets or liabilities
      except for the DDI Inc. common stock issued to
  it.


·
            DDI Inc. merged with Jeode, 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.  In exchange for all of the DDI Inc. capital stock,
      Insignia was required to: (1) issue 73,333,333 American Depository Shares
      (“ADSs”) to DDI Inc. stockholders, (2) issue a warrant to purchase
      8,551,450 ADSs with an exercise price of $.01 per ADS to Peter Engel, the
      Chief Executive Officer of DDI Inc., (3) issue a warrant to purchase
      3,603,876 ADSs with an exercise price of $.13 per ADS to a financial
      advisor of DDI Inc. and (4) issue options to purchase 7,360,533 ADSs, in
      replacement of DDI Inc.
options.


·
            The combined entity was to issue
      an aggregate of 7,682,926 ADSs to a new investor DollarDays (“Amorim”) in
      exchange for $550,000 in cash and conversion of a $450,000
      note.





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 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.




The above
share amounts in the Merger transaction have been exchanged according to the
Exchange Ratio resulting in 7,333,333 shares to DDI Inc. stockholders, 855,145
warrants to Peter Engel, 360,387 warrants to a financial advisor to DDI Inc.,
736,053 options in replacement of DDI Inc. options, and 768,292 shares to
Amorim.




We,
through our wholly-owned subsidiary DDI Inc., develop software programs that
allow us to provide general merchandise from third party manufacturers and
suppliers 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 numbers 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.


4





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 50,000 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 1,500,000 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 26,000 unique customers place an order
with us in 2009 as compared to approximately 21,000 unique customers who placed
an order with us in 2008.  We believe our sales and marketing efforts
make inefficient markets more efficient because:


·
            Our website includes more than
      50,000 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 2008 and 2009, the sales volume of individuals who
purchased through our website four times or more were 38% and 40%,
respectively.





Products
and Services





Manufacturer, Supplier and
Distribution Relationships.





It is
difficult to establish wholesale and closeout buying relationships with
manufacturers and vendors.  Trust and experience gained through past
interactions are important.  We believe our business model reduces the
risk to the manufacturer because its discounted products are sold alongside its
full-priced products.  We enter into standardized contracts with each
of our suppliers.  Our supplier relationships provide us with both
private label and recognized brand-name products.  The table below
identifies some of the brand names often found on our website.





Avon
              
              Fruit
      of the Loom
              
              3MBlack
      & Decker
              
              Gillette
              
              Tommy
      HilfigerCalvin
      Klein
              
              Revlon
              
              TonkaColgate
              
              Kelloggs
              
              Victoria
      SecretDisney
              
              NFL
              
              Ziploc





Our
manufacturer and supplier relationships are based on historical experience with
manufacturers, vendors and liquidation wholesalers. We are not obligated or
entitled to receive merchandise on a long–term or short-term basis, nor do our
contractual terms guarantee the availability of merchandise.  We
control the terms on which products are sold through our
website.


5





Online
Products





Our
customers can locate products on our website by utilizing our proprietary search
function or by navigating through online departments. The departments section is
currently organized into approximately 32 main categories:





America’s
      Boutique Suppliers
              
              Custom
      Imprinting
              
              Medical
      ProductsArts
      & Crafts
              
              Electronics
      & Media
              
              Office
      & School SuppliesAs
      Seen on TV
              
              Food
      Pantry
              
              Pallet
      AssortmentAutomotive
              
              Gift
      Baskets
              
              Party
      SuppliesBaby
      Care
              
              Hardware
              
              PetsBath
      and Body
              
              Holiday
      & Seasonal
              
              ReligiousBooks
      & Calendars
              
              Dome
      Décor
              
              Sports
      & OutdoorsCandles
      & Home Fragrance
              
              Housewares
              
              Stationary
      & Gift WrapCleaning
      Supplies
              
              Jewelry
              
              Store
      FixturesClothing
              
              Lawn
      & Garden
              
              Toys
      & GamesCosmetics
      & Fragrances
              
              Licensed
      Team Products





Our
categories change as our business evolves and from time to time we need to add
or subtract categories to better serve our suppliers and customers. Each of the
departments has multiple categories that more specifically define the products
offered within that department.  For example, the “Toys & Games”
department currently has the following product categories:





Action
      Figures
              
              Games
              
              Remote
      Control ToysAction
      Toys
              
              Glow
      in the Dark
              
              Sport
      Related ToysBingo
      Accessories
              
              Licensed
      Toys
              
              Stuffed
      AnimalsBuilding
      Toys
              
              Novelty
      & fake Money
              
              Teddy
      BearsCars,
      Trucks & Vehicles
              
              Novelty
      Toys
              
              Toy
      AnimalsCostume
      Dress Up/Make Believe
              
              Outdoor
      Toys
              
              Toy
      Musical InstrumentsDolls
      & Doll Accessories
              
              Playing
      Cards & Accessories
              
              Water
      GunsElectronic
      Toys
              
              PuppetsFlashing
      Novelties
              
              Puzzles





Categories
are typically further divided into subcategories to facilitate product
identification.  Individual products can be accessed and viewed from
the category or subcategory pages.  These specific product pages
include product descriptions, color photographs and pricing
information.





The
number of total products we offer has grown from less than 5,000 in 2001, to
more than 50,000 products in 2009.  The number of products and product
categories change throughout the year, as we periodically reorganize our
departments and/or categories to better reflect our current product
offerings.





Sales
and Marketing





We
use a variety of methods to target our consumer audience, including online
campaigns, direct marketing, and trade-shows.  However, our primary
marketing consists of online marketing, including advertising through portals,
keywords, search engines, affiliate marketing programs, banners, and email
campaigns.  We seek to identify and eliminate campaigns that do not
meet our expectations. We generally develop these campaigns
internally.


6





Marketing





Our
marketing initiatives include, but are not limited to, the
following:





Web
      Positioning:  In order to maintain
      favorable positioning and to increase the likelihood of our website being
      “found” by customers looking for wholesale merchandise, we maintain a
      proactive search engine optimization effort to assure continued high
      search engine placement.  We currently have over 350,000 web
      pages indexed in various search engines, including Google,
      Bing, Yahoo, MSN and AOL.  Part of the continuing search
      engine optimization program involves evolution of page content and product
      descriptions for maximum indexing and rank possibilities.  We
      believe our newer categories and higher priced products in existing
      categories help to increase search engine visibility and should,
      therefore, increase visitor counts.  Approximately 75% and 73%
      of our gross sales in 2009 and 2008, respectively, came from “organic”
      (i.e., unpaid) search engine
traffic.





Website
      Design: On April 15,
      2008, we re-launched our website atwww.DollarDays.comwith considerable improved web
      design.  We believe this new design is significantly more user
      friendly and has resulted in more visitors.  We continually
      evaluate our website and make improvements as deemed
      necessary.  Periodically, we intend to re-design our website as
      market factors and technological advances
    necessitate.





Banner
      Ads:  We
      place banner ads in many relevant wholesale
      directories.





Pay-Per-Click
      Advertising:  Pay-per-click
      companies provide advertising space on various relevant websites and
      charge us based on actual user clicks on our ads.  We monitor
      the results of our various pay-per-click programs and evaluate alternative
      advertising outlets.





Promotions:  We offer both broad
      based promotions on our website available to all users, and targeted
      promotions transmitted via email directly to select
      customers.  Promotions include, but are not limited to, price
      discounts, free merchandise or premiums, discount coupons, free shipping,
      and combinations of different promotions.  Free shipping
      promotions have been our most popular
  campaigns.





E-mail
      Campaigns:  We send
      approximately 3 million emails per month offering a variety of promotions,
      as previously discussed.





Platinum
      Program:  Under this
      subscription service, in return for a $49 joining fee and a $15.95
      additional monthly fee, customers can receive a number of discounts and
      savings on goods, services, freight and other products sold on our
      website.  Our platinum program participants purchased more
      products through our website than non-participants and made purchases more
      frequently than prior to participating in the
    program.





Affiliates:  We promote an
      “affiliate” program, where we pay a sales commission to affiliates for
      customers recommended to our website by such
      affiliates.  Approximately 700 affiliates have DollarDays’
      banners on their websites.





Distributors:  We encourage
      Internet entrepreneurs to “clone” our website under the respective
      entrepreneurs’ names.  These “clones”, for which such
      entrepreneurs pay us a $99 annual fee and a $15.99 monthly fee, reflect
      our website atwww.DollarDays.comin every aspect except for the
      difference in name.  We have approximately 300 distributors who
      promote their websites, while we handle all related sales, promotional
      efforts, customer service, collection and other back office matters in the
      same manner we handle orders pertaining to our own website.  We
      pay distributors a commission on all sales generated through their
      independent websites.


7


Sales





No single
customer accounts for more than 5% of our sales.  We have on staff an
average of 13 sales people, for approximately 11 hours of coverage per day, five
days a week.  The primary function of the sales staff is to field
incoming calls and make outgoing calls to solicit new customers, obtain
additional sales from infrequent purchasers and re-contact lapsed
customers.





To
facilitate our sales process, as part of our overall software program we have
implemented a vendor management system (“VMS”), which is an interface between us
and our vendors.  The VMS is the primary platform for a vendor to
place and remove its product on our website, as well as providing inventory
tracking ability for the vendor.  Once a product is listed on the
website, customers and sales staff are able to place and fulfill
orders.





We have
established the DollarDays Institute, which coordinates with our vendors, via
regular telephone seminars, on how to better describe and illustrate their
products and how to best utilize our VMS to their
advantage.  Management believes the visual and verbal depiction of the
products on our website is crucial to sales and establishing a loyal consumer
base.  If a product’s picture is inadequate or its description
incomplete or unpersuasive, the product is unlikely to sell.  We
believe the DollarDays Institute enables our vendors to better promote their
products, and consequently, increase sales.





Our
product mix changes daily based on the availability of the products we buy and
sell.





Our
primary distribution channel is online sales to small businesses, non-profits
and home-based businesses located in the United States.  During 2009
and 2008, sales to domestic customers accounted for approximately 97% and 99% of
our net sales, respectively.





Vendor
Relations





Our
ability to service our customers quickly and efficiently is contingent upon
vendor response time in fulfilling orders for in-stock merchandise and promptly
informing us of out-of-stock products.  To facilitate our vendor
relationships, we enter into agreements with them whereby they agree to the
following:


·
            Participation in the VMS program
      to automatically convey information about out-of-stock items, price
      changes, new products, changes in product description and other important
      information to be reflected by the vendor on our
      website;


·
            Use of one of our pre-approved
      shippers; and


·
            Payment of a 2.5% marketing fee,
      which is automatically deducted from their
  invoice.





Our
merchandising department monitors vendors for compliance with the terms of their
respective agreements.  In the event a vendor does not comply with the
terms of the agreement, such vendor’s products may be removed from our website
and replaced with products from a more suitable vendor.





We have
over 300 vendors and no single vendor accounts for more than 10% of our
sales.




Customer
Service and Sales





We
are committed to providing superior customer service.  We staff our
customer service and sales department with dedicated in-house professionals who
respond to phone and e-mail inquiries on products, ordering, shipping status and
returns.  Our customer service and sales staff processes approximately
2,500 calls per week and up to approximately 3,000 calls per week during peak
periods.


8





Technology





We
use our internally developed software to support our operations.  We
have developed intuitive user interfaces and customer tools to create a
user-friendly website and developed transaction processing, database and network
applications that help enable our users to reliably and securely complete
transactions on our sites.  Our technology infrastructure simplifies
the storage and processing of large amounts of data, eases our operation, and
automates much of the administration.    We use multiple
servers to obtain connectivity over the Internet with one full-time dedicated
server and additional servers housed off-site by third-party
providers.





We
also use a third-party application to provide search, navigation and
merchandising techniques to guide customers through our website.  We
currently employ two full time IT engineers to monitor and maintain the
functionality of our website.




We
also developed a web-based eCommerce property specially tailored for vendors
listing products on our website.  The technology is designed to permit
our vendors to list their own products on our website, subject to our approval,
and remove such products once the respective inventory is
depleted.  This technology eases the burden
on  merchandising personnel to maintain accurate product information
and available quantities.





We
are continually improving our technology to enhance the customer experience and
increase efficiency, scalability and security.





Competition





The
online wholesale market is rapidly evolving, intensely competitive and has
relatively low barriers to entry, as new competitors can launch websites at
relatively low costs.  We believe competition in the online wholesale
market is based predominately on:


·
            price;


·
            product quality and
      selection;


·
            ease of shopping
      experience;


·
            order processing and
      fulfillment;


·
            customer service;
      and


·
            company brand
      recognition.





Our
wholesale services compete with other online retailers and traditional
wholesalers, liquidation “brokers”, importers and manufacturers that sell
general merchandise, some of which may specifically adopt our methods and target
our customers.  We currently or potentially compete with a variety of
companies that can be divided into several broad categories:


·
            local wholesalers tailored to
      service and supply small independent retailers that carry “fast-selling”
      general brands, provide personal delivery and who often have interpersonal
      relations with
  smaller  retailers;


·
            catalog sellers, including
      suppliers from whom we purchase product, such as
    SMC;


·
            liquidation
      e-tailers;


·
            online general retailers with
      discount departments such as Amazon.com, Inc., eBay, Inc. and Buy.com,
      Inc.;


·
            online specialty retailers such
      as BlueNile and BackCountry;
and


traditional
small business wholesalers such as Costco Wholesale Corporation.





As the
market for online wholesale and liquidation grows, we believe that companies
involved in online retail, as well as traditional retailers and liquidation
brokers, will increase their efforts to develop services that compete with our
online services.  We are unable to anticipate which other companies
are likely to offer products and services in the future that will compete with
us.





In
addition, many of our current and potential competitors have greater brand
recognition, longer operating histories, larger customer bases and significantly
greater financial, marketing and other resources than we do, and may enter into
strategic or commercial relationships with larger, more established and
well-financed companies.  Some of our competitors could devote greater
resources to marketing and promotional campaigns and devote substantially more
resources to their websites and systems development than we
can.   New technologies and the continued enhancement of existing
technologies also may increase competitive pressures.  We cannot
ensure that we will be able to compete successfully against current and future
competitors or address increased competitive pressures.


9





Intellectual
Property





We own
the rights associated with the trademarks “America’s Suppliers”, “DollarDays”,
“DollarDay$” and the logo for DollarDays.  We have filed trademark
applications with the United States Patent and Trademark Office seeking
registration of certain service marks and trademarks.  We regard our
domain names and similar intellectual property as critical to our
success.  We rely on a combination of laws and contractual
restrictions with our employees, customers, suppliers, affiliates and others to
establish and protect our proprietary rights.  Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use our intellectual property without authorization.  There can be
no assurance that our applications will be successful or that we will be able to
secure significant protection for our service marks or trademarks in the United
States or elsewhere.  In addition, we cannot ensure that others will
not independently develop similar intellectual property.  Although we
have registered and are pursuing the registration of our key trademarks in the
United States and internationally, some of our trade names are not eligible to
receive trademark protection.  In addition, effective trademark
protection may not be available or may not be sought by us in every country in
which our products and services are made available online, including the United
States.





Third
parties may in the future recruit our employees who have had access to our
proprietary technologies, processes and operations.  These recruiting
efforts expose us to the risk that such employees will misappropriate our
intellectual property.





Legal
and Regulatory Matters





From time
to time, we may receive claims of and become subject to consumer protection,
employment, intellectual property and other commercial litigation related to the
conduct of our business.  Also, we may receive related inquiries from
state and federal agencies which might relate to our business practices, or the
activity of our customers or suppliers.  Such regulatory matters and
commercial litigation could be costly and time consuming and could divert our
management and key personnel from our business operations.  The
uncertainty of litigation increases these risks.  In connection with
such litigation or regulatory inquiries, we may be subject to significant
damages or equitable remedies or fines relating to the operation of our business
and the sale of products on our website.  Any such litigation may
materially harm our business, prospects, results of operations, financial
condition or cash flow.  We are not aware of any outstanding
litigation or any pending or threatened litigation that would be expected to
have a material adverse effect on our financial condition or results of
operations.





These and
other types of claims could result in increased costs of doing business through
legal expenses, adverse judgments, settlements or require us to change our
business practices.





Additional
litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets or to determine the validity and scope of
the proprietary rights of others.  Any litigation, regardless of
outcome or merit, could result in substantial costs and diversion of management
and technical resources, any of which could materially harm our
business.





Government
Regulation





Our
services are subject to federal and state consumer protection laws, including
laws protecting the privacy of non-public consumer information and regulations
prohibiting unfair and deceptive trade practices.  In particular,
under federal and state financial privacy laws and regulations, we must provide
notice to consumers of our policies on sharing non-public information with third
parties, provide advance notice of any changes to our policies and, with limited
exceptions, give consumers the right to prevent sharing of their non-public
personal information with unaffiliated third parties.  Furthermore,
the growth and demand for online commerce could result in more stringent
consumer protection laws that impose additional compliance burdens on online
companies.  These consumer protection laws could result in substantial
compliance costs and could interfere with the conduct of our
business.


10





In many
states, there is currently great uncertainty whether or how existing laws
governing issues such as property ownership, sales and other taxes, libel and
personal privacy apply to the Internet and commercial online services and
whether additional laws and regulations will be enacted.  In addition,
new state tax regulations may subject us to additional state sales and income
taxes.  New legislation or regulation, the application of laws and
regulations from jurisdictions whose laws do not currently apply to our
business, or the application of existing laws and regulations to the Internet
and commercial online services could result in significant additional taxes on
our business.  These taxes could have an adverse effect on our cash
flows and results of operations.  Furthermore, there is a possibility
we may be subject to significant fines or other payments for any past failures
to comply with these requirements.





The
Consumer Product Safety Improvement Act (the “Act”) became effective February
10, 2009.  This law prohibits resellers from selling children’s’
products that exceed specified levels of lead and certain other
chemicals.  Resellers are not required to test the products
themselves.  However, if they do sell such products, they could be
subject to civil and/or criminal penalties.  Since the merchandise
sold through our website it is shipped directly from the manufacturer/importer
to the retailer, we never take physical possession of any merchandise and could
not test the products.  Accordingly, to minimize our risk, we have
undertaken the following steps:





·
            We have discontinued all items
      which, in our judgment, have any significant likelihood of being out of
      compliance with the Act.  The limited exception to this is that
      certain closeouts may date back to a period before testing was
      commonplace.  We have discontinued all items we believe
      constitute a significant risk of containing inappropriate chemicals;
      and


·
            We have requested that all our
      vendors certify that the products they sell are in compliance with the
      Act.    They have all complied except for certain
      vendors of close-outs who cannot know whether the products they are buying
      may have been produced before these maximum levels of permissible lead and
      other chemicals were
established.





Employees





As of
December 31, 2009, we had a total of 30 full time employees.  We have
never had a work stoppage, and none of our employees are represented by a labor
union.  We consider our employee relationships to be
positive.





Reports
to Security Holders





We file
reports with the Securities and Exchange Commission, or SEC, including annual
reports, quarterly reports and other information we are required to file
pursuant to US federal securities laws.  You may read and copy
materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information from the Public
Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC
maintains a website that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC, which
is http://www.sec.gov
..


11





Item
1A – Risk
Factors





We
have a history of significant losses. If we do not achieve profitability, our
financial condition and our stock price could suffer.





We have a
history of losses and accumulated deficit. We will need to generate significant
revenues increases to achieve profitability, and we may not be able to do so.
Even if we do achieve profitability, we may not be able to sustain or increase
profitability on a quarterly or annual basis in the future. If our revenues grow
more slowly than we anticipate, or if our operating expenses exceed our
expectations, our financial results would be harmed.





We will
continue to incur significant operating expenses and capital expenditures to
continue to improve our software and technologies, and:





·
            enhance our distribution and
      order fulfillment
capabilities;


·
            further improve our order
      processing systems and
capabilities;


·
            expand our customer service
      capabilities to better serve our customers’
  needs;


·
            expand or modify our product
      offerings;


·
            rent office
      space;


·
            increase our general and
      administrative functions to support our operations;
    and


·
            maintain or increase our sales,
      branding and marketing activities, including maintaining existing, or
      entering into new online marketing or marketing analytics arrangements,
      and continuing or increasing our direct mail
    campaigns.





Because
we may incur many of these expenses before we receive any revenues from our
efforts, our losses may be greater than the losses we would incur if we
developed our business more slowly. Further, we base our expenses in large part
on our operating plans and future revenue projections. Many of our expenses are
fixed in the short term, and we may not be able to quickly reduce spending if
our revenues are lower than we project. Therefore, any significant shortfall in
revenues would likely harm our business, prospects, operating results and
financial condition. In addition, we may find that these efforts are more
expensive than we currently anticipate, which would further increase our losses.
Also, the timing of these expenses may contribute to fluctuations in our
quarterly operating results.





A
downturn in general economic conditions may adversely affect our results of
operations.





The
success of our operations depends to a significant extent upon a number of
factors relating to discretionary consumer spending, including economic
conditions affecting disposable consumer income such as employment, business
conditions, interest rates and taxation. There can be no assurance that consumer
spending will not be adversely affected by economic conditions, thereby
impacting our growth, financial condition and results of
operations.





We
may experience significant fluctuations in our operating results and growth
rate.





We may
not be able to accurately forecast our growth rate. We base our expense levels
and investment plans on sales estimates. A significant portion of our expenses
and investments is fixed, and we may not be able to adjust our spending quickly
enough if our sales are less than expected.





Our
revenue growth may not be sustainable, and our percentage growth rates may
decrease. Our revenue and operating profit depends on the continued growth of
demand for our products and services, and our business is affected by general
economic and business conditions worldwide. A softening of demand, whether
caused by changes in customer preferences or a weakening of the U.S. or global
economies, may result in decreased revenue or growth.





Our net
sales and operating results will also fluctuate for many other reasons,
including due to risks described elsewhere in this section and the
following:


·
            our ability to retain and
      increase sales to existing customers, attract new customers and satisfy
      our customers’ demands;


·
            our ability to expand our network
      of vendors;


·
            our
      ability to access vendor merchandise and fulfill
  orders;


12





·
            the introduction of competitive
      websites, products and
services;


·
            changes in usage of the Internet
      and e-commerce, both domestically and
    internationally;


·
            timing, effectiveness and costs
      of expansion and upgrades to our systems and
      infrastructure;


·
            the success of our geographic,
      service and product line
expansions;


·
            the outcomes of legal proceedings
      and claims;


·
            variations in the mix of products
      and services we sell;


·
            variations in our level of
      merchandise and vendor
returns;


·
            the extent to which we offer free
      shipping, continue to reduce product prices worldwide, and provide
      additional benefits to our
customers;


·
            increases in the prices of fuel
      and gasoline, as well as increases in the prices of other energy products
      and commodities like paper and packing
  supplies;


·
            the extent to which operators of
      networks between our customers and our website charge fees to grant our
      customers unimpaired and unconstrained access to our online
      services;


·
            our ability to collect amounts
      that may become owed to us;


·
            the extent to which use of our
      services is affected by spyware, viruses, “phishing” and other spam
      emails, “denial of service” attacks, data theft, computer intrusions and
      similar events; and


·
            terrorist attacks and armed
      hostilities.





We
are dependent on a limited number of shipping companies.





We rely
on a limited number of shipping companies to deliver inventory to us and
completed orders to our customers.  If we are not able to negotiate
acceptable terms with these companies or they experience performance problems or
other difficulties, it could negatively impact our operating results and
customer experience.  In addition, our ability to ship completed
orders to customers may be negatively affected by inclement weather, fire,
flood, power loss, earthquakes, labor disputes, acts of war or terrorism, acts
of God and similar factors.  Third parties either drop-ship or
otherwise fulfill our customers’ orders, and we are increasingly reliant on the
reliability, quality and future procurement of their services. The inability of
these other companies to accurately forecast product demand would result in
unexpected costs and other harm to our business and reputation.




Our
business could suffer if we are unsuccessful in making, integrating and
maintaining acquisitions and investments.





We may
acquire, or invest in or enter into joint ventures with additional companies.
These transactions create risks such as:





·
            disruption
      of our ongoing business, including loss of management focus on existing
      businesses;


·
            problems
      retaining key personnel;


13





·
            additional
      operating losses and expenses of the businesses we acquired or in which we
      invested;


·
            the
      potential impairment of amounts capitalized as intangible assets as part
      of the acquisition;


·
            the
      potential impairment of customer and other relationships of the company we
      acquired or in which we invested or our own customers as a result of any
      integration of operations;


·
            the
      difficulty of incorporating acquired technology into our offerings and
      unanticipated expenses related to such
  integration;


·
            the
      difficulty of integrating a new company’s accounting, financial reporting,
      management, information, human resource and other administrative systems
      to permit effective management, and the lack of control if such
      integration is delayed or not
implemented;


·
            the
      difficulty of implementing the controls, procedures and policies
      appropriate for a larger public
company;


·
            potential
      unknown liabilities associated with a company we acquire or in which we
      invest; and


·
            for
      foreign transactions, additional risks related to the integration of
      operations across different cultures and languages, and the economic,
      political, and regulatory risks associated with specific
      countries.





Finally,
as a result of future acquisitions or mergers, we may need to issue additional
equity securities, spend our cash, or incur debt, contingent liabilities, or
amortization expenses related to intangible assets, any of which could reduce
our profitability and harm our business.





The
loss of key senior management personnel could negatively affect our
business.





We depend
on our senior management and other key personnel, particularly Peter Engel, our
Chairman and Chief Executive Officer and Marc Joseph, our President and Chief
Operating Officer.  The loss of these and any of our other executive
officers or key employees could harm our business, future operating prospects
and results of operations.





Additionally,
we do not currently maintain “key person” life insurance policies on the lives
of any of our executive officers.  This lack of insurance means that
we may not have adequate compensation for the loss of the services of these
individuals.





Our
vendor relationships subject us to a number of risks.





We have
significant vendors that are important to our sourcing, manufacturing and
related ongoing servicing of merchandise and content. We do not have long-term
arrangements with most of our vendors to guarantee availability of merchandise,
content, components, or services.  If our current vendors were to stop
selling merchandise, components or services to us on acceptable terms, we may be
unable to procure adequate replacements from other vendors in a timely and
efficient manner or on acceptable terms, or at all.





We
depend on our relationships with third party vendors for the products that we
sell on our website. If we fail to maintain these relationships, our business
will suffer.





At
December 31, 2009, we had fulfillment partner relationships with approximately
290 third parties whose products we offer for sale on our website. We depend on
our fulfillment partners to provide the product selection we offer. We plan to
continue to expand the number of fulfillment partner relationships and the
number of products offered for sale by our fulfillment partners on our
website.  In general, we agree to offer the third parties’ products on
our website and these third parties agree to provide us with information about
their products, honor our customer service policies and ship the products
directly to the customer. If we do not maintain our existing relationships or
build new relationships with third parties on acceptable commercial terms, we
may not be able to offer a broad selection of merchandise, and customers may
refuse to shop at our website. In addition, manufacturers may decide not to
offer particular products for sale on the Internet. If we are unable to maintain
our existing fulfillment partner relationships, or build new ones, or if other
product manufacturers refuse to allow their products to be sold via the
Internet, our business and prospects would suffer severely.


14


We
depend upon third-party delivery services to deliver our products to our
customers on a timely and consistent basis. Deterioration in our relationship
with any one of these third parties could decrease our ability to track
shipments, cause shipment delays and increase shipping costs.





We rely
upon multiple third parties for the shipment of our products. We cannot be sure
these relationships will continue on terms favorable to us, if at all.
Unexpected increases in shipping costs or delivery times could harm our
business, prospects, financial condition and results of operations. If our
relationships with these third parties are terminated or impaired or if these
third parties are unable to deliver products for us, whether through labor
shortage, slow down or stoppage, deteriorating financial or business condition,
responses to terrorist attacks or for any other reason, we would be required to
use alternative carriers for the shipment of products to our customers. In
addition, conditions such as adverse weather can prevent carriers from
performing their delivery services, which can have an adverse effect on our
customers’ satisfaction with us. In any of these circumstances, we may be unable
to engage alternative carriers on a timely basis, upon favorable terms, or at
all. Changing carriers would likely have a negative effect on our business,
operating results and financial condition. Potential adverse consequences
include:





·
            reduced visibility of order
      status and package tracking;


·
            delays in order processing and
      product delivery;


·
            increased cost of delivery,
      resulting in reduced gross margins;
and


·
            reduced shipment quality, which
      may result in damaged products and customer
      dissatisfaction.





A
significant number of merchandise returns could harm our business, financial
condition and results of operations.





We allow
our customers to return products. If merchandise returns are significant, our
business, prospects, financial condition and results of operations could be
harmed. We modify our policies relating to returns from time to time and any
policies intended to reduce the number of product returns may result in customer
dissatisfaction and fewer repeat customers.





If the products that we offer on our
website do not reflect our customers’ tastes and preferences, our sales and profit
margins may decrease.





Our
success depends in part on our ability to offer products that reflect consumers’
tastes and preferences. Consumers’ tastes are subject to frequent, significant
and sometimes unpredictable changes. Because some of the products we sell
consist of manufacturers’ and retailers’ excess inventory, we have limited
control over some of the specific products we are able to offer for sale. If our
merchandise fails to satisfy customers’ tastes or respond to changes in customer
preferences, our sales could suffer. In addition, any failure to offer products
in line with customers’ preferences could allow our competitors to gain market
share. This could have an adverse effect on our business, prospects, results of
operations and financial condition.




We
will have to attract and retain customers.





Our
success depends on our ability to attract and retain customers. We have
relationships with online services, search engines, directories and other
website and e-commerce businesses to provide content, advertising banners and
other links that direct customers to our website. We rely on these relationships
as significant sources of traffic to our website and to generate new customers.
If we are unable to develop or maintain these relationships on acceptable terms,
or to develop suitable alternatives, our ability to attract new customers may be
impaired and our financial condition could be harmed. We cannot assure you we
will be able to increase our revenues, if at all, in a cost-effective
manner.





Further,
many online advertisers on whom we may wish to, or presently do, rely on for
services, may be reluctant to enter into or maintain relationships with us
because our competitors may be more attractive advertising clients.
Additionally, failure to achieve sufficient traffic or generate sufficient
revenue from purchases originating from online advertisers may cause online
advertisers to terminate their relationship with us. Without these
relationships, our revenues, business, prospects, financial condition and
results of operations could suffer.


15





We
may not be able to compete successfully against existing or future
competitors.





The
online liquidation services market is rapidly evolving and intensely
competitive. Barriers to entry are minimal, and current and new competitors can
launch new websites at a relatively low cost.





We expect
the online liquidation services market to become even more competitive as
traditional liquidators and online retailers develop services that compete with
ours. In addition, manufacturers and retailers may decide to create their own
websites to sell their own excess inventory and the excess inventory of third
parties. Competitive pressures created by any one of our competitors, or by our
competitors collectively, could harm our business, prospects, financial
condition and results of operations.





Further,
as a strategic response to changes in the competitive environment, we may from
time to time make certain pricing, service or marketing decisions or
acquisitions that could harm our business, prospects, financial condition and
results of operations. To the extent we enter new lines of businesses, we expect
that we would be competing with many established businesses.





Many of
our current and potential competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater financial,
marketing and other resources than we do. In addition, online retailers and
liquidation e-tailers may be acquired by, receive investments from or enter into
other commercial relationships with larger, well-established and well-financed
companies. Some of our competitors may be able to secure merchandise from
manufacturers on more favorable terms, devote greater resources to marketing and
promotional campaigns, adopt more aggressive pricing or inventory availability
policies and devote substantially more resources to website and systems
development than we do. Increased competition may result in reduced operating
margins, loss of market share and a diminished brand. We cannot assure you we
will be able to compete successfully against current and future
competitors.





Our
operating results depend on our website, network infrastructure and
transaction-processing systems. Capacity constraints or system failures would
harm our business and reputation.





Any
system interruptions that result in the unavailability of our website or reduced
performance of our transaction systems would reduce our transaction volume and
the attractiveness of our services to both our customers and vendors and can be
expected to harm our business, prospects, operating results and financial
condition.





We use
internally developed software and systems for our website and certain aspects of
our transaction processing systems. We have experienced periodic systems
interruptions due to server failure, which we believe will continue to occur
from time to time. If the volume of traffic on our website or the number of
purchases made by customers substantially increases, we will need to further
expand and upgrade our technology, transaction processing systems and network
infrastructure.





Our
transaction processing systems and network infrastructure may be unable to
accommodate increases in traffic in the future. We may be unable to project
accurately the rate or timing of traffic increases or successfully upgrade our
systems and infrastructure to accommodate future traffic levels. In addition, we
may be unable to upgrade and expand our transaction processing systems in an
effective and timely manner or to integrate any newly developed or purchased
functionality with our existing systems. Any such difficulties with our
transaction processing systems or other difficulties upgrading, expanding or
integrating various aspects of our systems may cause unanticipated system
disruptions, slower response times, and degradation in levels of customer
service, additional expense, impaired quality and speed of order fulfillment or
delays in reporting accurate information.


16





If
the facility where substantially all of our computer and communications hardware
is located fails, our business, results of operations and financial condition
will be harmed.





Our
success, and in particular, our ability to successfully receive and fulfill
orders and provide high-quality customer service, largely depends on the
efficient and uninterrupted operation of our computer and communications
systems. We have
computer and communications hardware located in the eastern and western United
States that are backed up regularly .
Although we have designed our back-up system in an effort to be able to provide
limited back-up website functionality in the event of a failure of our main
facility, our systems and operations are vulnerable to damage or interruption
from fire, flood, power loss, telecommunications failure, terrorist attacks,
acts of war, break-ins, earthquake and similar events, and our back-up systems
are not designed to handle the volume of transactions normally handled by our
primary systems. Our disaster recovery plan may be inadequate, and our business
interruption insurance may be insufficient to compensate us for losses that may
occur. Despite the implementation of network security measures, our servers are
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions, which could lead to interruptions, delays, loss or public
disclosure of critical data or the inability to accept and fulfill customer
orders. The occurrence of any of the foregoing risks could harm our reputation,
business, prospects, financial condition and results of operations.





We
may be unable to protect our proprietary technology or keep up with that of our
competitors.





Our
success depends to a significant degree upon the protection of our software and
other proprietary intellectual property rights. We may be unable to deter
misappropriation of our proprietary information, detect unauthorized use or take
appropriate steps to enforce our intellectual property rights. In addition, our
competitors could, without violating our proprietary rights, develop
technologies that are as good as or better than our technology.





Our
failure to protect our software and other proprietary intellectual property
rights or to develop technologies that are as good as our competitors’ could put
us at a disadvantage to our competitors. These failures could harm our business,
results of operations and financial condition.





We
may be accused of infringing intellectual property rights of third
parties.





Third
parties may claim we infringe their intellectual property rights. The ready
availability of damages, royalties and potential for injunctive relief has
increased the defense litigation costs of patent infringement claims. Such
claims, whether or not meritorious, may result in significant expenditure of
financial and managerial resources, and the payment of damages or settlement
amounts. Additionally, we may become subject to injunctions prohibiting us from
using software or business processes we currently use or may need to use in the
future, or requiring us to obtain licenses from third parties when such licenses
may not be available on terms acceptable to us or at all. In addition, we may
not be able to obtain on favorable terms, or at all, licenses or other rights
with respect to intellectual property we do not own in providing e-commerce
services.





If
we do not respond to rapid technological changes, our services could become
obsolete and we could lose customers.





To remain
competitive, we must continue to enhance and improve the functionality and
features of our business. We may face material delays in introducing new
services, products and enhancements. If this happens, our customers may forgo
the use of our website and use those of our competitors. The Internet and the
online commerce industry are rapidly changing. If competitors introduce new
products and services using new technologies or if new industry standards and
practices emerge, our existing website and our proprietary technology and
systems may become obsolete. Our failure to respond to technological change or
to adequately maintain, upgrade and develop our computer network and the systems
used to process customers’ orders and payments could harm our business,
prospects, financial condition and results of operations.


17


We
may not be able to obtain trademark protection for our service marks or
trademarks, which could impede our efforts to build brand identity.





We have
filed trademark applications with the Patent and Trademark Office seeking
registration of certain service marks and trademarks. There can be no assurance
that our applications will be successful or that we will be able to secure
significant protection for our service marks or trademarks in the United States
or elsewhere. Our competitors or others could adopt product or service marks
similar to our marks, or try to prevent us from using our marks, thereby
impeding our ability to build brand identity and possibly leading to customer
confusion. Any claim by another party against us or customer confusion related
to our trademarks, or our failure to obtain trademark registration, could
negatively affect our future business prospects.  We may need to apply
for future trademark protection and there can be no assurance that our future
applications will be successful or that we will be able to secure significant
protection for our service marks or trademarks in the United States or
elsewhere.





Our
business and reputation may be harmed by the listing or sale of pirated,
counterfeit or illegal items by third parties.





We have
received in the past, and we anticipate we will receive in the future,
communications alleging that certain items listed or sold through our website
infringe third-party copyrights, trademarks and trade names or other
intellectual property rights or that we have otherwise infringed third parties’
past, current or future intellectual property rights.





We may be
unable to prevent third parties from listing unlawful goods, and we may be
subject to allegations of civil or criminal liability for unlawful activities
carried out by third parties through our website. Any costs incurred as a result
of liability or asserted liability relating to the sale of unlawful goods could
harm our revenues, business, prospects, financial condition and results of
operations.





Resolving
litigation or claims regarding patents or other intellectual property, whether
meritorious or not, could be costly, time-consuming, cause service delays,
divert our management and key personnel from our business operations, require
expensive or unwanted changes in our methods of doing business or require us to
enter into costly royalty or licensing agreements, if available. As a result,
these claims could harm our business. Negative publicity generated as a result
of the foregoing could damage our reputation, harm our business and diminish the
value of our brand name.





We
may be liable if third parties misappropriate our customers’ personal
information.





If third
parties are able to penetrate our network security or otherwise misappropriate
our customers’ personal information or credit card information, or if we give
third parties improper access to our customers’ personal information or credit
card information, we could be subject to liability. This liability could include
claims for unauthorized purchases with credit card information, impersonation or
other similar fraud claims or damages for alleged violations of state or federal
laws governing security protocols for the safekeeping of customers’ personal
information. This liability could also include claims for other misuses of
personal information, including unauthorized marketing purposes. Liability for
misappropriation of this information could adversely affect our business. In
addition, we could incur additional expenses if new regulations regarding the
use of personal information are introduced or if government agencies investigate
our privacy practices.





We rely
on encryption and authentication technology licensed from third parties to
provide the security necessary to effect secure transmission of confidential
information such as customer credit card numbers. We cannot assure you that
advances in computer capabilities, new discoveries in the field of cryptography
or other events or developments will not result in a compromise or breach of the
algorithms we use to protect customer transaction data. If any such compromise
of our security were to occur, it could harm our reputation, business,
prospects, financial condition and results of operations. A party who is able to
circumvent our security measures could misappropriate proprietary information or
cause interruptions in our operations. We may be required to expend significant
capital and other resources to protect against such security breaches or to
alleviate problems caused by such breaches. We cannot assure you that our
security measures will prevent security breaches or that failure to prevent such
security breaches will not harm our business, prospects, financial condition and
results of operations.


18


Our
success is tied to the continued use of the Internet and the adequacy of the
Internet infrastructure.





Our
future revenues and profits, if any, substantially depend upon the continued
widespread use of the Internet as an effective medium of commercial business.
Factors which could reduce the widespread use of the Internet
include:




·
            actual or perceived lack of
      security of information or privacy
  protection;


·
            possible disruptions, computer
      viruses or other damage to Internet servers or to users’
      computers;


·
            significant increases in the
      costs of transportation of goods;
and


·
            governmental
      regulation.





Credit
card fraud could adversely affect our business.





We do not
carry insurance against the risk of credit card fraud, so the failure to
adequately control fraudulent credit card transactions could reduce our net
revenues and our gross margin. We have implemented technology to help us detect
the fraudulent use of credit card information. However, we may in the future
suffer losses as a result of orders placed with fraudulent credit card data even
though the associated financial institution approved payment of the orders.
Under current credit card practices, we may be liable for fraudulent credit card
transactions because we do not obtain a cardholder’s signature. If we are unable
to detect or control credit card fraud, our liability for these transactions
could harm our business, results of operation or financial
condition.





If
one or more states successfully assert that we should collect sales or other
taxes on the sale of our merchandise or the merchandise of third parties that we
offer for sale, our business could be harmed.





We do not
currently collect sales or other similar taxes for physical shipments of goods
into states, other than Arizona. One or more local, state or foreign
jurisdictions may seek to impose sales tax collection obligations on us even
though we are engaged in online commerce, and have no physical presence in those
jurisdictions. The location of our fulfillment centers and customer service
center networks, or any other operations of the Company, establishing a physical
presence in states where we are not now present, may result in additional sales
and other tax obligations. Our business could be adversely affected if one or
more states or any foreign country successfully asserts that we should collect
sales or other taxes on the sale of our merchandise.





Existing
or future government regulation could harm our business.





Today
there are relatively few laws specifically directed towards conducting business
on the Internet. However, due to the increasing popularity and use of the
Internet, many laws and regulations relating to the Internet are being debated
at the state and federal levels. These laws and regulations could cover issues
such as user privacy, freedom of expression, pricing, fraud, quality of products
and services, taxation, advertising, intellectual property rights and
information security. Applicability to the Internet of existing laws governing
issues such as property ownership, copyrights and other intellectual property
issues, taxation, libel, obscenity and personal privacy could also harm our
business. For example, United States and foreign laws regulate our ability to
use customer information and to develop, buy and sell mailing lists. The vast
majority of these laws was adopted prior to the advent of the Internet and do
not contemplate or address the unique issues raised thereby. Those laws that do
reference the Internet are only beginning to be interpreted by the courts and
their applicability and reach are therefore uncertain. These current and future
laws and regulations could harm our business, results of operation and financial
condition.





The
Consumer Product Safety Improvement Act became effective February 10, 2009 and
prohibits resellers from selling children’s products that exceed specified
levels of lead and certain other chemicals.  Resellers are not
required to test the products themselves, however, if they do sell such
products, they could be subject to civil and/or criminal
penalties.  Since the merchandise sold through our website it is
shipped directly from the manufacturer/importer to the retailer, we never take
physical possession of any merchandise and could not test the
products.  Accordingly, to minimize our risk, we have undertaken the
following steps:





·
            We
      have discontinued all items which, in our judgment, have any significant
      likelihood of being out of compliance with the Act.  The limited
      exception to this is that certain closeouts may date back to a period
      before testing was commonplace.  We have discontinued all items
      we believe constitutes a significant risk of containing inappropriate
      chemicals.  However, some products or a garment with an
      inappropriate thread or button may slip through;
  and


19





·
            We have insisted that all our
      vendors certify that the products they sell are in compliance with the
      Act.    They have all complied except for certain
      vendors of close-outs who cannot know whether the products they are buying
      may have been produced before these maximum levels of permissible lead and
      other chemicals were
established.





Despite
our efforts, it is possible we may become subject to litigation under the
Consumer Product Safety Improvement Act.  Any such litigation could be
expected to harm our reputation and may impact our future business prospects and
results of operations.





Laws
or regulations relating to privacy and data protection may adversely affect the
growth of our Internet business or our marketing efforts.





We are
subject to increasing regulation at the federal, state and international levels
relating to privacy and the use of personal user information. For example, we
are subject to various telemarketing laws that regulate the manner in which we
may solicit future suppliers and customers. Such regulations, along with
increased governmental or private enforcement, may increase the cost of growing
our business. In addition, many jurisdictions have laws that limit the uses of
personal user information gathered online or offline or require companies to
establish privacy policies. The Federal Trade Commission has adopted regulations
regarding the collection and use of personal identifying information obtained
from children under 13. Proposed legislation in this country and existing laws
in foreign countries require companies to establish procedures to notify users
of privacy and security policies, obtain consent from users for collection and
use of personal information, and/or provide users with the ability to access,
correct and delete personal information stored by us. Additional legislation
regarding data security and privacy has been proposed in Congress. These data
protection regulations may restrict our ability to collect demographic and
personal information from users, which could be costly or harm our marketing
efforts, and could require us to implement new and potentially costly processes,
procedures and/or protective measures.





We
may be subject to product liability claims if people or property are harmed by
the products we sell or if the products do not comply with government
regulations.





Although
we do not take legal title to any of the merchandise sold on our website, some
of the products we sell may expose us to product liability claims relating to
personal injury, death or property damage, and may require product recalls or
other actions. If the products we sell do not comply with government
regulations, we may also be exposed to product liability
claims.  Although we maintain liability insurance, we cannot be
certain that our coverage will be adequate for liabilities actually incurred or
that insurance will continue to be available to us on economically reasonable
terms, or at all. In addition, some of our agreements with vendors and sellers
do not indemnify us from product liability.





We
are subject to payment related risks.





We accept
payments using a variety of methods, including credit card, debit card, credit
accounts (including promotional financing), gift certificates, direct debit from
a customer’s bank account, physical bank check and payment upon delivery. For
certain payment methods, including credit and debit cards, we pay interchange
and other fees, which may increase over time and raise our operating costs and
lower our profit margins. We rely on third parties to provide payment processing
services, including the processing of credit cards, debit cards, electronic
checks, and promotional financing, and it could disrupt our business if these
companies become unwilling or unable to provide these services to us. We are
also subject to payment card association operating rules, certification
requirements and rules governing electronic funds transfers, which could change
or be reinterpreted to make it difficult or impossible for us to comply. If we
fail to comply with these rules or requirements, we may be subject to fines and
higher transaction fees and lose our ability to accept credit and debit card
payments from our customers, process electronic funds transfers, or facilitate
other types of online payments, and our business and operating results could be
adversely affected.


20




We
recently reincorporated our company from a UK company to a Delaware company
pursuant to an exemption under the Securities Act of 1933, as amended, and the
SEC did not pass upon either the adequacy or procedural requirements of the
reincorporation.





On
December 14, 2009, we reincorporated from a company formed under the laws of
England and Wales to a Delaware corporation.  The ordinary shares of
the UK based company were exchanged for shares of common stock in the Delaware
based company at a ratio of 10 ordinary shares for one share of common
stock.  The securities issued in the transaction were issued in
reliance on an exemption from the registration requirements of the Securities
Act, pursuant to Section 3(a)(10) promulgated thereunder. Therefore, no U.S.
governmental agency, state or federal, has reviewed the adequacy or procedural
aspects of the reincorporation. In the event any such procedural requirements
were not fully met, the exemption relied upon by the Company may not be
available, which could require the Company to expend substantial time and
resources to properly register the common stock, during which time holders may
not be able to dispose of common stock in the public market or on otherwise
acceptable terms.





Item
1B —  Unresolved
Staff Comments





None.





Item
2 —  Properties





ASI,
through its wholly-owned subsidiary DollarDays, leases approximately 5,500
square feet in Scottsdale, Arizona, which houses the corporate headquarters and
all business functions.  The lease term expires October 31,
2011.  Rent payable in 2010 is $128,863, with incremental
increases.  ASI believes this facility is adequate to meet its current
operating needs.





In March
2006, Insignia relocated its headquarters and principal management facility to
Campbell, California. In connection with the sale of substantially all of
Insignia’s assets in April 2007, Smith Micro assumed Insignia’s lease
obligations in Campbell, California, Stockholm, Sweden and Seoul, South Korea,
and contracted to allow Insignia to occupy an office in the Campbell
facility.  The Company no longer utilizes the Campbell
facility.





In 2006,
Insignia entered into a sub-lease agreement for its UK office in High Wycombe,
United Kingdom with Norwest Holt Limited.  The original lease was
signed in 1998 for a term of 15 years at an annual rent of 105,000 British
Pounds, subject to periodic price adjustments.





Item
3 —  Legal
Proceedings





We have
no material proceedings pending nor are we aware of any pending investigation or
threatened litigation by any third party.





On November 13, 2009, a lawsuit was
filed in the United States District Court, Central District of California, under
Civil Action No. 09-9307, by Bravado International Group Merchandising Services,
Inc. (“Bravado”) against DollarDays International, LLC, Alan Shrem a/k/a Allan
Shrem a/k/a Allan Chrem a/k/a Alan Chrem, Kennedy-Shrem International, Inc., and
OPC, LLC. Bravado
alleges that DollarDays,
as well as the other defendants,violated the Lanham Trademark Act (15
U.S.C. § 1051 et seq.), the Copyright Act (17 U.S.C. § 101 et seq.) and various
Californiastate unfair competition civil codes
(the “Action”) by transacting businessasan unlicensed distributor of certain
trademarks.  DollarDays denies these allegations and has requested
Bravado to discontinue the Action against it.  DollarDays is currently
awaiting a response from Bravado.  If Bravado refuses to discontinue the
Action against DollarDays, DollarDays will interpose an answer with various
affirmative defenses in response to the Action. DollarDays does not believe this
is a material claim.




Item
4 —  Reserved





This item
is not applicable.


21




PART
II





Item 5 —Market  for
Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities





Price
Range of Ordinary Shares





Prior to
December 14, 2009, our stockholders held American Depositary Shares (“ADSs”),
each representing one ordinary share of 1 pence nominal value.  The
ADSs traded under the symbol “INSGY” from Insignia’s initial public offering in
November 1995 to December 24, 2000. Since December 24, 2000, our ADSs traded
under the symbol “INSG”, except between November 25, 2005 to December 21, 2005
when our trading symbol changed to “INSGE” due to a filing delinquency. Our
stock traded on the NASDAQ National Market from November 1995 to January 2003,
and then traded on the NASDAQ SmallCap Market until April 24, 2006. Our trading
symbol changed to “INSGY” on April 25, 2006. Quotations for our stock currently
appear in the National Daily Quotations Journal, often referred to as the “pink
sheets”, where subscribing dealers can submit bid and ask prices on a daily
basis.  On December 14, 2009, ASI became the holding company of
Insignia pursuant to a scheme of arrangement under Section 897 of the UK
Companies Act of 2006 that was approved by the Insignia stockholders on November
30, 2009 and the High Court of Justice in England and Wales on December 14,
2009.  Pursuant to the Scheme of Arrangement, every Ordinary Share of
Insignia was exchanged and cancelled at a ratio of ten Ordinary Shares for one
share of Common Stock of ASI.  As a result of the Scheme of
Arrangement, the ASI shares are now quoted on the Over-the-Counter Bulletin
Board (the “OTCBB”) under the trading symbol “AASL”, and the Insignia ADSs were
cancelled on the pink sheets.  The following table sets forth the high
and low sales prices for our ADSs and Common Stock, for the respective periods
indicated, as reported by the NASDAQ National Market or NASDAQ SmallCap Market,
or on the “pink sheets” and the OTCBB:




ADSs on pink
sheets





2009 Quarters EndedDec 14
                
                
                Sept 30
                
                
                June 30
                
                
                Mar 31Quarterly
      per share stock price:High
                
                $
                0.04
                
                
                $
                0.05
                
                
                $
                0.02
                
                
                $
                0.02Low
                
                $
                0.01
                
                
                $
                0.01
                
                
                $
                0.01
                
                
                $
                0.01




2008 Quarters EndedDec 31
                
                
                Sept 30
                
                
                June 30
                
                
                Mar 31Quarterly
      per share stock price:High
                
                $
                0.03
                
                
                $
                0.04
                
                
                $
                0.05
                
                
                $
                0.07Low
                
                $
                0.01
                
                
                $
                0.02
                
                
                $
                0.02
                
                
                $
                0.05





Common Stock on
OTCBB





2009 Quarter EndedDec
      31Quarterly
      per share stock price:High
                      
                      $
                      1.00Low
                      
                      $
                      0.01


22





As of
December 31, 2009 our transfer agents reported there were approximately 66
holders of record of our Common Stock.  In addition we believe a
substantial number of holders of Common Stock are held in nominee or street name
by brokers.





Dividends





We have
not declared or paid any cash dividends on our ordinary shares, and our present
policy is to retain earnings for use in our business. As of December 31, 2009
and 2008, we had accumulated deficits of approximately $6.9 million and $6.1
million, respectively, and accordingly, we do not expect to pay dividends on our
Common Stock for the foreseeable future.





Securities
Authorized for Issuance Under Equity Incentive Compensation Plans





1995 Incentive Stock Option
Plan





We have a
1995 Incentive Stock Option Plan for U.S. employees (the “1995 Plan”), which
provide for the issuance of stock options to employees and outside consultants
of ASI to purchase shares of Common Stock. As of the date of this report, no
shares are available for issuance under the 1995 Plan.  Stock options
are generally granted at prices of not less than 100% of the fair market value
of the ordinary shares on the date of grant. Options granted under our option
plans generally vest over a four year period. Options are exercisable until the
tenth anniversary of the date of grant unless they lapse before that
date.





Number of securities to be
                          issued upon exercise of
                          outstanding options,
                          warrants and rights
                          (a)
                        
                        
                        Weighted-average exercise
                          price of outstanding
                          options, warrants and
                          rights
                          (b)
                        
                        
                        Number of securities
                          remaining available for
                          future issuance under
                          equity compensation plans
                          (excluding securities
                          reflected in column (a))Equity
      compensation plans approved by security holders
                        
                        
                        574,776
                        
                        
                        $
                        2.28
                        
                        
                        
                        0Equity
      compensation plans not approved by security holders
                        
                        
                        0
                        
                        
                        
                        n/a
                        
                        
                        
                        0Total
                        
                        
                        574,776
                        
                        
                        $
                        2.28
                        
                        
                        
                        0





2009 Long Term Incentive
Compensation Plan





We have a
2009 Long Term Incentive Compensation Plan (the “2009 Plan”), which provide for
the issuance of stock options to employees and outside consultants of ASI to
purchase shares of Common Stock. As of the date of this report, 1,000,000 shares
are available for issuance under the 2009 Plan.  Stock options are
generally granted at prices of not less than 100% of the fair market value of
the commons tock on the date of grant. Options granted under our option plans
generally vest over a four year period. Options are exercisable until the tenth
anniversary of the date of grant unless they lapse before that
date.





Number of securities to be
                          issued upon exercise of
                          outstanding options,
                          warrants and rights
                          (a)
                        
                        
                        Weighted-average exercise
                          price of outstanding
                          options, warrants and
                          rights
                          (b)
                        
                        
                        Number of securities
                          remaining available for
                          future issuance under
                          equity compensation plans
                          (excluding securities
                          reflected in column (a))Equity
      compensation plans approved by security holders
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        1,000,000Equity
      compensation plans not approved by security holders
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Total
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        1,000,000




23


The
tables above reflect the status of the Company’s equity compensation plans as of
December 31, 2009.





Recent
Sales of Unregistered Securities





None.





Item
6 — Selected Unaudited
Quarterly Financial Data





The
tables that follow present portions of our consolidated financial statements and
are not complete. You should read the following selected unaudited consolidated
financial data in conjunction with our consolidated financial statements and
related notes thereto and with “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” included elsewhere in this
Report. The consolidated statements of operations data for the years ended
December 31, 2009, and 2008 are derived from our audited financial statements
that are included elsewhere in this Report. The historical quarterly results
presented below are not necessarily indicative of the results to be expected for
any future fiscal year. In the opinion of our management, the quarterly
information includes all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the results for the interim
periods.  See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” included elsewhere in this
Report.





Quarter Ended31-Dec
                  
                  
                  30-Sep
                  
                  
                  30-Jun
                  
                  
                  31-Mar(Unaudited, in thousands, except per share amounts)2009Revenues
                  
                  $
                  3,278
                  
                  
                  $
                  3,551
                  
                  
                  $
                  3,140
                  
                  
                  $
                  2,575Gross
      profit
                  
                  
                  1,143
                  
                  
                  
                  1,242
                  
                  
                  
                  1,110
                  
                  
                  
                  920Loss
      from operations
                  
                  
                  (562
                  )
                  
                  
                  (48
                  )
                  
                  
                  (107
                  )
                  
                  
                  (187
                  )Other
      income (expense)
                  
                  
                  3
                  
                  
                  
                  9
                  
                  
                  
                  5
                  
                  
                  
                  38Net
      income (loss)
                  
                  
                  (559
                  )
                  
                  
                  (39
                  )
                  
                  
                  (102
                  )
                  
                  
                  (149
                  )Basic
      net income (loss) per share
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )Diluted
      net income (loss) per share
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )2008Revenues
                  
                  $
                  3,199
                  
                  
                  $
                  3,624
                  
                  
                  $
                  2,863
                  
                  
                  $
                  2,371Gross
      profit
                  
                  
                  1,128
                  
                  
                  
                  1,179
                  
                  
                  
                  886
                  
                  
                  
                  736Loss
      from operations
                  
                  
                  (408
                  )
                  
                  
                  (268
                  )
                  
                  
                  (236
                  )
                  
                  
                  (154
                  )Other
      income (expense)
                  
                  
                  396
                  
                  
                  
                  14
                  
                  
                  
                  1,021
                  
                  
                  
                  (262
                  )Net
      income (loss)
                  
                  
                  (12
                  )
                  
                  
                  (254
                  )
                  
                  
                  785
                  
                  
                  
                  (416
                  )Basic
      net income (loss) per share
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  0.03
                  
                  
                  $
                  (0.03
                  )Diluted
      net income (loss) per share
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  0.03
                  
                  
                  $
                  (0.03
                  )


24




Item 7 —Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





Except for the historical
information contained in this Annual Report on Form 10-K, the matters discussed
herein are forward-looking statements. Words such as
“anticipates,”
“believes,” “expects,” “future,” and “intends,” and similar expressions are used to
identify forward-looking statements. These and other statements regarding matters that
are not historical are forward-looking statements. These matters involve risks and
uncertainties that could cause actual results to differ materially from those in the
forward-looking statements. Factors that could cause or contribute to such
differences in results and outcomes include without limitation those discussed below as
well as those discussed elsewhere in this Report. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect
management’s analysis only as of the date hereof. We assume no obligation to update these
forward-looking statements to reflect actual results or changes in factors or assumptions
affecting such forward-looking statements.





Executive
Overview





Until
April 2007, we developed, marketed and supported software technologies that
enabled mobile operators and phone manufacturers to update, upgrade and
configure the firmware of mobile devices using standard over-the-air (“OTA”)
data networks.





In April
2007 we sold substantially all of our assets to Smith Micro Software,
Inc.  From April 2007 until June 23, 2008, we did not generate any
revenues from operations and operated as a shell company.  On June 23,
2008, we entered into the Merger with DollarDays.  The Merger was
accounted for as a reverse merger where DollarDays is the accounting
acquirer.  As a result, the amounts presented in this form 10-K are
those of DollarDays prior to the Merger and the combined results of Insignia and
DollarDays subsequent to the Merger.  See “Recent
Developments”.





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 50,000 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.


25




Our
website has a registered base of approximately 1,500,000 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.





Recent
Developments





America’sSuppliers, Inc. becomes Parent of
Insignia Solutions plc





On
December 14, 2009, ASI became the holding company of Insignia pursuant to a
Scheme of Arrangement under Section 897 of the UK Companies Act of 2006 that was
approved by the Insignia stockholders on November 30, 2009 and the High Court of
Justice in England and Wales on December 14, 2009.  Pursuant to the
Scheme of Arrangement, every Ordinary Share of Insignia was exchanged at a ratio
of ten Ordinary Shares for one share of Common Stock of ASI.  All
outstanding Insignia options and warrants were assumed by ASI, adjusted as per
the Exchange Ratio, and such options and warrants are now exercisable for shares
of ASI Common Stock.  Insignia is now a wholly-owned subsidiary of
ASI.  The securities issued in the transaction were issued in reliance
on an exemption from the registration requirements of the Securities Act of
1933, as amended, pursuant to Section 3(a)(10) promulgated
thereunder.





Changes
to the Board of Directors





On
December 15, 2009, Filipe Sobral resigned from our Board of Directors and Hugo
Domingos was appointed to the Board of Directors to fill the vacancy in the
Board of Directors created by the resignation of Mr. Sobral.





On
January 11, 2010, Hugo Domingos resigned from our Board of Directors and
Justiniano Gomes was appointed to the Board of Directors to fill the vacancy in
the Board of Directors created by the resignation of Mr. Domingos.





For
further information regarding the Scheme of Arrangement or changes to the Board
of Directors, please see the Current Reports on Form 8-K filed December 18, 2009
and January 15, 2010, respectively.





Merger
Agreement with DollarDays International, Inc.





On June 23, 2008, Insignia and its
wholly-owned subsidiary, Jeode, entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with DollarDays International, Inc. (“DollarDays”),
providing for the merger of DollarDays into Jeode, which was completed on June
23, 2008. Under the terms of the Merger Agreement, Insignia  (1)
issued American Depositary Receipts ( “ ADR ”s) for approximately 73.3 million
ordinary shares to DollarDays’ shareholders, (2) issued ADRs for approximately
7.7 million ordinary shares to an investor in DollarDays representing repayment
of a note payable, as well as an additional investment in DollarDays, (3) issued
a warrant to purchase  8.5 million ordinary shares at an exercise
price of $0.01 to Peter Engel, the chief executive officer of DollarDays, (4)
issued a warrant to purchase 3.6 million ordinary shares at an exercise price of
$0.13 per ADR to a financial advisor to DollarDays, and (5) issued options to
purchase approximately 6.0 million ADRs, in replacement and cancellation
of  outstanding DollarDays options. The closing of the Merger
Agreement did not require Insignia shareholder approval.





Under the
Merger Agreement, Insignia shareholders maintained approximately 37.1%,
DollarDays shareholders obtained 56.7% and a new investor obtained 6.2% of
the stock of the combined company.  The merger will be accounted for
as a reverse merger whereby DollarDays is the accounting acquirer resulting in a
recapitalization of DollarDays’ equity.  Approximately 64% of the ADRs
contemplated by the Merger were to be issued subsequent to the closing of the
Merger, and the remaining ADRs will be issued following shareholder
authorization of either (i) a reverse split of the then issued and outstanding
ordinary shares or (ii) an increase in Insignia’s authorized share
capital.




The above
share amounts in the Merger transaction have been exchanged according to the
Exchange Ratio resulting in 7,333,333 shares to DDI Inc. stockholders, 855,145
warrants to Peter Engel, 360,387 warrants to a financial advisor to DDI Inc.,
736,053 options in replacement of DDI Inc. options, and 768,292 shares to
Amorim.




26





Release
Agreement with Smith Micro Software, Inc.





On June
23, 2008, Insignia and certain of its subsidiaries entered into a Release
Agreement with Smith Micro and DollarDays. Under the terms of the Release
Agreement, Insignia and Smith Micro agreed to release all claims against each
other pursuant to the Asset Purchase Agreement, including, but not limited to,
claims made by Smith Micro under a holdback certificate dated March 31, 2008
whereby Smith Micro sought indemnification for various alleged breaches of
representations and warranties in the Asset Purchase Agreement resulting in
alleged aggregate losses of between $3.1 million and $6.5 million. Insignia has
also agreed to release its claim for a $1.5 million purchase price holdback
amount held by Smith Micro and to deliver a cash payment of $0.5 million to
Smith Micro.





Critical
Accounting Estimates and Assumptions





The
preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires our management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  As
such, in accordance with the use of accounting principles generally accepted in
the United States of America, our actual realized results may differ from
management’s initial estimates as reported.  Summaries of our
significant accounting policies are detailed in the notes to the consolidated
financial statements, which are an integral component of this
filing.





The
following summarizes critical estimates made by management in the preparation of
the consolidated financial statements.





Accounts
Receivable





Accounts
receivable represent amounts earned but not collected in connection with the
Company’s sales. Trade receivables are carried at their estimated collectible
amounts and generally consist of amounts due from credit card
transactions.





The
Company follows the allowance method of recognizing uncollectible accounts
receivable. The allowance method recognizes bad debt expense as a percentage of
accounts receivable based on a review of individual accounts outstanding, and
prior history of uncollected accounts receivable. The allowance for doubtful
accounts at December 31, 2009 and 2008 was $0 as the Company expected to collect
substantially all amounts due.  Bad debt expense for the years ended
December 31, 2009 and 2008 was $7,481 and $0, respectively.





The
Company follows the allowance method of recognizing sales returns. The allowance
method recognizes sales returns as a percentage of sales based on a prior
history of sales returns. The allowance for sales returns at December 31, 2009
and 2008 was $17,601.  Sales returns expense for the years ended
December 31, 2009 and 2008 was $96,838 and $66,832, respectively.





Property
and Equipment





Property
and equipment are stated at cost, net of accumulated depreciation and
amortization. Depreciation and amortization is computed using the straight-line
method over the estimated useful lives of the respective assets, generally three
to five years. Leasehold improvements and assets recorded under capital leases
are amortized on a straight-line basis over the shorter of the assets' useful
lives or lease terms. Depreciation and amortization expense was $56,277 and
$43,320 for the years ended December 31, 2009 and 2008,
respectively.





The
Company capitalizes website development costs in accordance with the provisions
of Accounting Standards Codification (“ASC”) 350.  Generally, the
Company capitalizes costs incurred to develop its website applications and
infrastructure.  Capitalized website development costs totaled $54,068
and $52,987 for the years ended December 31, 2009 and 2008,
respectively.


27





Long-lived
Assets





In
accordance with ASC 360,  which  requires
that  long-lived assets to be held and used be reviewed for impairment
whenever events or changes
in  circumstances  indicate  that
the  carrying  amount  of an asset  may
not be recoverable.





We
evaluate our long-lived assets for impairment whenever changes in circumstances
indicate that the carrying amount of the asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted cash flows expected to be
generated by the asset. If assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amounts exceed
the fair values of the assets. Assets to be disposed of are reported at the
lower of carrying values or fair values, less costs of disposal. No impairment
of our long-lived assets existed at December 31, 2009 and 2008.





Convertible
Debt





We issued
convertible instruments, which contained embedded conversion features. We
evaluated the application of the provisions of ASC 815 to its embedded
conversion feature within its convertible debt instruments.  We
determined that the conversion feature did not meet the definition of a
liability and therefore did not bifurcate the conversion feature and account for
it as a separate derivative liability.





We
evaluated the conversion feature under ASC 320 and 470 for a beneficial
conversion feature at inception.  The effective conversion price was
then computed based on the allocation of the proceeds to the convertible debt to
determine if a beneficial conversion feature exists.  The effective
conversion price was compared to the market price on the date of the original
note and was deemed to be less than the market value of our stock at the
inception of the note.  A beneficial conversion feature was recognized
and gave rise to a debt discount that is amortized over the stated maturity of
the convertible debt instrument or the earliest potential conversion
date.





Prior to
the Merger, the Company was unable to repay its existing debt obligations, many
of its notes were past due, and management was unable to obtain additional
financing.  Consequently, management entered into an agreement with
the debt holders to convert all existing debt and accrued interest into
equity.





In
accordance with the provisions of ASC 310 and 470, the Company has recognized a
gain of $1,113,849 ($0.01 per share on both a basic and diluted basis) on such
restructuring transactions with non-related parties based on the difference
between the carrying value of the debt of $1,298,198 and the fair value of the
equity securities issued of $184,349.  No gain or loss was recognized
on restructuring transactions with related parties.





Revenue
Recognition





Revenue
is recognized when the four criteria for revenue recognition are met: (1)
persuasive evidence of an arrangement exists; (2) shipment or delivery has
occurred; (3) the price is fixed or determinable and (4) collectability is
reasonably assured.    Cash payments received in advance of
product shipment are deferred as reflected as a deferred revenue liability in
the accompanying balance sheets.  Allowances for sales returns and
discounts are recorded as a component of net sales in the period the allowances
are recognized.





All
amounts billed to customers for shipping and handling costs are included in net
revenues in the accompanying statements of operations.  Actual
shipping costs incurred are reflected as a component of cost of sales in the
accompanying statements of operations.  Total shipping expense
included in cost of sales was $1,519,170 and $1,661,517 for the years ended
December 31, 2009 and 2008, respectively.





We
evaluated the provisions of ASC 605 regarding reporting revenue gross as a
principal or net as an agent, noting that the task force determined that it is a
matter of judgment and a preponderance of the evidence as to whether a company
satisfies the gross versus net indicators.  As a result of our
analysis, we determined that it qualifies for “gross” revenue
recognition


28




Income
Taxes





We
account for income taxes under an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in its financial statements or
tax returns.  In estimating future tax consequences, we generally
consider all expected future events other than enactments of changes in the tax
law or rates.





Fair
Value of Financial Instruments





Our
financial instruments include cash and cash equivalents, short-term investments,
receivables and payables and short-term debt.  The fair value of the
short-term instruments approximates fair value due to the short-term maturities
of such instruments.  Fair value for the convertible debt instruments
and other short-term debt instruments cannot be reasonably estimated as no
market exists for such instruments and competitive market rates for similar
instruments cannot be determined with any reasonable assurance.





As the total number of
ordinary shares to be issued exceeded the authorized number of ordinary shares
at December 31, 2008, we recognized a liability of $134,252 at December 31, 2008
for the fair value of unauthorized, unissued shares based on the quoted market
prices available at the date of the legal commitment.  The fair value
of the liability for unauthorized, unissued shares has been recorded at market
value as of December 31, 2008, and a corresponding gain of $207,337 has been
recognized due to changes in the fair value of the liability during the
year.





Stock-
Based Compensation





Effective
January 1, 2006, the Company adopted the provisions of ASC 718, and accounts for
equity-based compensation cost as measured at the grant date based on the fair
value of the award.  The Company elected the modified-prospective
method upon the adoption of ASC 718.





The
Company uses the Black-Scholes option pricing model to determine the fair value
of stock options and employee stock purchase plan shares.  The
assumption for the expected term was determined using the simplified method
outlined in Staff Accounting Bulletin No. 110.  The risk-free interest
rate is based on the US Treasury rates at the date of grant with maturity dates
approximately equal to the expected term at the grant date. The historical
volatility of a representative group of peer companies’ stock is used as the
basis for the volatility assumption.





Results
of Operations





The
following financial information relates to the results of operations and
analysis of financial condition of DollarDays.  DollarDays completed a
reverse merger with Insignia in 2008 and we do not believe the results of
operations for Insignia prior to the Merger in 2008 or ASI subsequent to the
redomicile, are meaningful to investors as Insignia operated as a shell company
subsequent to their sale of their operating business in 2007 and ASI’s only
assets consist of its ownership of Insignia stock.  Financial
information regarding the financial statements of DollarDays for the years ended
December 31, 2009 and 2008 begin on page F-1 of this current
report.





Net
Revenues





Year Ended
                        December 31,
                      
                      Net
                        Revenues
                      
                      
                      Change from
                        Prior Year
                      
                      
                      Percent Change
                        from Prior Year2009
                      
                      $
                      12,750,550
                      
                      
                      $
                      475,319
                      
                      
                      
                      3.9
                      %2008
                      
                      $
                      12,275,231





Net
revenues increased from 2008 to 2009 due to increased marketing efforts,
targeted advertising and increased search optimization.


29




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.





Cost
of Goods Sold





Year Ended
                        December 31,
                      
                      Cost of Goods Sold
                      
                      
                      Change from
                        Prior Year
                      
                      
                      Percent Change
                        from Prior Year2009
                      
                      $
                      8,335,089
                      
                      
                      $
                      (11,125
                      )
                      
                      
                      (0.1
                      )%2008
                      
                      $
                      8,346,214




Cost
of goods sold decreased from 2008 to 2009 as the Company was able to achieve
greater efficiencies through negotiations with vendors, product mix optimization
and other costs savings measures.





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





Year Ended
                        December 31,
                      
                      Sales and Marketing
                      
                      
                      Change from
                        Prior Year
                      
                      
                      Percent Change
                        from Prior Year2009
                      
                      $
                      2,758,025
                      
                      
                      $
                      377,421
                      
                      
                      
                      15.9
                      %2008
                      
                      $
                      2,380,604





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 from 2008 to 2009 due to increases in marketing,
targeted advertising and web search optimization efforts.





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





General
and Administrative





Year Ended
                      December 31,
                    
                    General and
                      Administrative
                    
                    
                    Change from
                      Prior Year
                    
                    
                    Percent Change
                      from Prior Year2009
                    
                    $
                    2,561,416
                    
                    
                    $
                    (53,398
                    )
                    
                    
                    (2.0
                    )%2008
                    
                    $
                    2,614,814








General
and administrative expense includes management fees, salaries and other
compensation expenses, rent, utilities, general office expenses, insurance and
other costs necessary to conduct business operations.  General and
administrative expenses decreased from 2008 to 2009 due to cost containment
initiatives undertaken by the Company and non-recurring merger related expenses
that were incurred during 2008.





Factors
that can 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.


30


Interest
Expense





Year Ended
                      December 31,
                    
                    Interest Expense
                    
                    
                    Change from
                      Prior Year
                    
                    
                    Percent Change
                      from Prior Year2009
                    
                    $
                    4,500
                    
                    
                    $
                    (172,374
                    )
                    
                    
                    (97.5
                    )%2008
                    
                    $
                    176,874





Interest
expense decreased from 2008 to 2009 as the Company converted or repaid all
outstanding debt during 2008.  Interest expense during 2009 relates to
our line of credit.




Other
Revenue





Year Ended
                      December 31,
                    
                    Other Revenue
                    
                    
                    Change from
                      Prior Year
                    
                    
                    Percent Change
                      from Prior Year2009
                    
                    $
                    56,636
                    
                    
                    $
                    31,551
                    
                    
                    
                    125.8
                    %2008
                    
                    $
                    25,085




Advertising
revenue and other increased from 2008 to 2009 due to additional miscellaneous
income realized in 2009.





Net
Income (Loss)





Year Ended
                          December 31,
                        
                        Net Income (Loss)
                        
                        
                        Change from
                          Prior Year
                        
                        
                        Percent Change
                          from Prior Year2009
                        
                        $
                        (848,808
                        )
                        
                        $
                        (951,804
                        )
                        
                        
                        (924.1
                        )%2008
                        
                        $
                        102,996





We
achieved slight profitability in 2008 primarily due to a gain on debt
conversion.   In 2009 we improved operating margins and decreased
overhead expenses but not to a sufficient level to maintain
profitability.





Liquidity
and Capital Resources





Our
operating cash outflows were $1,058,014 for the year ended December 31, 2008 as
compared to $1,041,475 for the year ended December 31, 2009, an increase in
operating cash flows of $16,539.  Increases in operating efficiencies
in 2009 were offset by the pay down of accounts payable and accrued expenses and
increased marketing expenditures.





We had
net investing cash inflows were $1,163,946 and $938,085 for the years ended
December 31, 2009 and 2008, respectively.  This is due to cash
acquired during the merger and the maturity of investments.





Financing
cash inflows were $122,500 for the year ended December 31, 2008 as compared to
$65,212 used in financing activities for the year ended December 31,
2009.  Financing cash inflows in 2008 consisted of proceeds from the
issuance of debt and equity, offset by payments on outstanding debt. In 2009,
cash used in financing activities consisted of shares repurchased from converted
debtholders.





The
accompanying financial statements have been prepared assuming that 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 negative cash flow
generated from operations and an accumulated deficit at December 31,
2009.





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.


31




Off-balance
sheet arrangements





The
Company did not have any off-balance sheet arrangements at December 31, 2008 and
2007.





New
accounting pronouncements





In May
2009, the FASB amended ASC 855, “Subsequent Events” 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.  The changes to ASC 855 were effective for fiscal
periods ending after June 15, 2009.  The adoption of the changes in
ASC 855 did not have a material effect on our consolidated financial
statements.





Item
8 — Financial Statements and
Supplementary Data





The
financial statements included in this report under this item are set forth
beginning on Page F-1 of this report, immediately following the signature
pages.





Item 9 —Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure





Effective
September 12, 2008, we dismissed Burr, Pilger & Mayer LLP (“BPM”) as our
independent registered public accounting firm and appointed Malone & Bailey,
P.C. (“Malone & Bailey”) as our new independent registered public accounting
firm for the fiscal year ended December 31, 2007. Our board of directors
approved the dismissal of BPM and the appointment of Malone & Bailey as the
Company’s new independent registered public accounting firm.





BPM has
not performed any audit related services regarding the Company’s financial
statements since June 1, 2007 relating to the consolidated financial statements
for fiscal year ended December 31, 2006. BPM’s reports on the consolidated
financial statements of the Company for the fiscal years ended December 31, 2006
and 2005 expressed an unqualified opinion and included an explanatory paragraph
regarding substantial doubt about the Company’s ability to continue as a going
concern.





Through
June 1, 2007, there were been no disagreements with BPM (as defined in Item
304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to BPM’s satisfaction, would have caused BPM to
make reference thereto in their reports on the Company’s financial statements
for such years ended.





Item
9A — Controls and Procedures





Evaluation of Disclosure Controls
and Procedures





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at and as of December 31,
2009. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of the period covered in this
report, our disclosure controls and procedures were 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 Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.


32


Changes in Internal Control Over
Financial Reporting





In our
efforts to continuously improve our internal controls, we have made some
improvements to our internal control structure effective for the preparation of
our financial statements for the year ended December 31, 2009, including the
adoption of a formal accounting policies and procedures manual, and increased
documentation surrounding certain authorization and review controls.




Management’s
Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.




Our
management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2009.  In making this assessment, we used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control — Integrated Framework. Based on our
assessment using those criteria, our management concluded that our internal
control over financial reporting was effective as of December 31,
2009.





This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report. Accordingly, our management's assessment of the
effectiveness of our internal control over financial reporting as of December
31, 2009 has not been audited by our auditors, MaloneBailey, LLP, or any other
independent registered accounting firm.





Changes
in Internal Control over Financial Reporting





In our
efforts to continuously improve our internal controls, management has taken
steps to enhance the following controls and procedures subsequent to the end of
fiscal 2009 as part of our remediation efforts:





·
            Adoption
      of a formal accounting policies and procedures
  manual


·
            Increased
      documentation of control processes


·
            Implementation
      of enhanced review processes


·
            Greater control over access and
      authorization





Item
9B —  Other
Information


33




PART
III





Item
10 —  Directors,
Executive Officers and Corporate Governance





The
information required by this item is incorporated by reference from the
information to the Company’s definitive proxy statement for the Annual Meeting
of Shareholders to be held later this year.





Item
11 —  Executive
Compensation





The
information required by this item is incorporated by reference from the
information to the Company’s definitive proxy statement for the Annual Meeting
of Shareholders to be held later this year.





Item 12 —Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters





The
information required by this item is incorporated by reference from the
information to the Company’s definitive proxy statement for the Annual Meeting
of Shareholders to be held later this year.





Item
13 —  Certain
Relationships and Related Transactions





The
information required by this item is incorporated by reference from the
information to the Company’s definitive proxy statement for the Annual Meeting
of Shareholders to be held later this year.





Item
14 —  Principal
Accountant Fees and Services





The
information required by this item is incorporated by reference from the
information to the Company’s definitive proxy statement for the Annual Meeting
of Shareholders to be held later this year.





PART
IV





Item 15
—  Exhibits and Financial Statement Schedules





(a)
Documents filed as part of this report:





1.  Financial Statements and
Reports





The
consolidated financial statements included in Part II, Item 8 of this Annual
Report on Form 10-K are filed as part of this Report.





2.  Financial
Statements Schedule




34




Other
financial statement schedules have been omitted because either the required
information (i) is not present, (ii) is not present in amounts sufficient to
require submission of the schedule or (iii) is included in the Consolidated
Financial Statements and Notes thereto under Part II, Item 8 of this Annual
Report on Form 10-K.





3.  Exhibits





The
exhibit list in the Index to Exhibits is incorporated herein by reference as the
list of exhibits required as part of this Report.


35




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) 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 on March 19, 2010.





AMERICA’S
      SUPPLIERS, INC.By:
              /s/
      Peter EngelPeter
      EngelPresident,
      Chairman  and Chief Executive Officer(Principal
      Executive Officer)By:
              /s/
      Michael MooreMichael
      Moore(Principal
      Financial Officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:





Signature
                
                Capacity
                
                DateAdditional
      Directors:/s/
      Peter Engel
                
                Chairman,
      President
                  and
      CEO
                
                March
      19, 2010Peter
      Engel/s/
      Christopher Baker
                
                Director
                
                March
      19, 2010Christopher
      Baker/s/
      Vincent Pino
                
                Director
                
                March
      19, 2010Vincent
      Pino/s/
      Larry Schafran
                
                Director
                
                March
      19, 2010Larry
      Schafran/s/
      Justiniano Gomes
                
                Director
                
                March
      19, 2010Justiniano
      Gomes




36





INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





Document
                      
                      PageReport
      of Independent Registered Public Accounting Firm
                      
                      F-2Consolidated
      Balance Sheets
                      
                      F-3Consolidated
      Statements of Operations
                      
                      F-4Consolidated
      Statements of Changes in Shareholders’ Equity (Deficit)
                      
                      F-5Consolidated
      Statements of Cash Flows
                      
                      F-6Notes
      to Consolidated Financial Statements
                      
                      F-7










REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


America’s
Suppliers, Inc.


(Formerly
Insignia Solutions, PLC)


Scottsdale,
Arizona





We have audited the accompanying
consolidated balance sheets of America’s Suppliers, Inc. (formerly Insignia Solutions, PLC) (the
“Company”) as of December 31, 2009 and 2008 and the related consolidated
statements of operations, changes in shareholders’ equity
(deficit) and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.





We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.   An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company as
of December 31, 2009 and 2008 and the consolidated results of its operations and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying consolidate financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered an accumulated
deficit which raises substantial doubt about its ability to continue as a going
concern. Management’s plans regarding those matters are described in Note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





/s/ MALONEBAILEY,
LLP





www.malone-bailey.com


Houston,
Texas


March 19,
2010




F-2


AMERICA’S
SUPPLIERS, INC.


(Formerly
Insignia Solutions, PLC)


CONSOLIDATED
BALANCE SHEETS





December 31,
                                                      
                                                      
                                                      December 31,2009
                                                      
                                                      
                                                      2008AssetsCash
      and cash equivalents
                                                      
                                                      $
                                                      78,095
                                                      
                                                      
                                                      $
                                                      20,836Certificates
      of deposit
                                                      
                                                      
                                                      785,000
                                                      
                                                      
                                                      
                                                      2,118,933Accounts
      receivable, net
                                                      
                                                      
                                                      68,107
                                                      
                                                      
                                                      
                                                      75,457Prepaid
      expenses and other current assets
                                                      
                                                      
                                                      75,129
                                                      
                                                      
                                                      
                                                      78,723Total
      current assets
                                                      
                                                      
                                                      1,006,331
                                                      
                                                      
                                                      
                                                      2,293,949Property
      and equipment, net
                                                      
                                                      
                                                      274,351
                                                      
                                                      
                                                      
                                                      160,641Deposits
      and other assets
                                                      
                                                      
                                                      32,251
                                                      
                                                      
                                                      
                                                      33,899Total
      assets
                                                      
                                                      $
                                                      1,312,933
                                                      
                                                      
                                                      $
                                                      2,488,489Liabilities
      and Shareholders' Equity (Deficit)Accounts
      payable
                                                      
                                                      $
                                                      1,037,780
                                                      
                                                      
                                                      $
                                                      1,176,170Accrued
      expenses
                                                      
                                                      
                                                      614,831
                                                      
                                                      
                                                      
                                                      771,407Deferred
      revenue
                                                      
                                                      
                                                      16,243
                                                      
                                                      
                                                      
                                                      15,617Liability
      for unauthorized, unissued shares
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      134,252Other
      liabilities
                                                      
                                                      
                                                      5,815
                                                      
                                                      
                                                      
                                                      4,652Total
      current liabilities
                                                      
                                                      
                                                      1,674,669
                                                      
                                                      
                                                      
                                                      2,102,098Shareholders'
      equity (deficit):Preferred
      shares, $0.001 par value, 1,000,000 sharesauthorized,
      no shares outstanding at December 31,2009
      and 2008
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Ordinary
      shares, $0.001 par value, 50,000,000 sharesauthorized,
      12,925,348 shares outstanding atDecember
      31, 2009 and 12,668,180 to be issued andoutstanding
      at December 31, 2008 (see Note 1)
                                                      
                                                      
                                                      12,925
                                                      
                                                      
                                                      
                                                      12,668Additional
      paid in capital
                                                      
                                                      
                                                      6,574,345
                                                      
                                                      
                                                      
                                                      6,473,921Accumulated
      deficit
                                                      
                                                      
                                                      (6,949,006
                                                      )
                                                      
                                                      
                                                      (6,100,198
                                                      )Total
      shareholders' equity (deficit)
                                                      
                                                      
                                                      (361,736
                                                      )
                                                      
                                                      
                                                      386,391Total
      liabilities and shareholders' equity (deficit)
                                                      
                                                      $
                                                      1,312,933
                                                      
                                                      
                                                      $
                                                      2,488,489





See
accompanying notes to consolidated financial statements.


F-3


AMERICA’S
SUPPLIERS, INC.


(Formerly
Insignia Solutions, PLC)


CONSOLIDATED
STATEMENTS OF OPERATIONS




Year
      Ended December 31,2009
                        
                        
                        2008Net
      revenues
                        
                        $
                        12,544,265
                        
                        
                        $
                        12,057,076Advertising
      revenue
                        
                        
                        206,285
                        
                        
                        
                        218,155Cost
      of goods sold
                        
                        
                        8,335,089
                        
                        
                        
                        8,346,214Gross
      profit
                        
                        
                        4,415,461
                        
                        
                        
                        3,929,017Operating
      expenses:Sales
      and marketing
                        
                        
                        2,758,025
                        
                        
                        
                        2,380,604General
      and administrative
                        
                        
                        2,561,416
                        
                        
                        
                        2,614,814Total
      operating expenses
                        
                        
                        5,319,441
                        
                        
                        
                        4,995,418Operating
      loss
                        
                        
                        (903,980
                        )
                        
                        
                        (1,066,401
                        )Other
      income (expense):Interest
      expense
                        
                        
                        (4,500
                        )
                        
                        
                        (176,874
                        )Gain
      on debt conversion
                        
                        
                        -
                        
                        
                        
                        1,113,849Mark
      to market gainson
      liability for unauthorized shares
                        
                        
                        3,036
                        
                        
                        
                        207,337Advertising
      revenue and other
                        
                        
                        56,636
                        
                        
                        
                        25,085Total
      other income (expense)
                        
                        
                        55,172
                        
                        
                        
                        1,169,397Net
      income (loss)
                        
                        $
                        (848,808
                        )
                        
                        $
                        102,996Net
      income (loss) per share:Basic
                        
                        $
                        (0.07
                        )
                        
                        $
                        0.01Diluted
                        
                        $
                        (0.07
                        )
                        
                        $
                        0.01Weighted
      average common shares outstandingBasic
                        
                        
                        12,889,428
                        
                        
                        
                        7,386,012Diluted
                        
                        
                        12,889,428
                        
                        
                        
                        7,683,521





See
accompanying notes to consolidated financial statements.


F-4




AMERICA’S
SUPPLIERS, INC.


(Formerly
Insignia Solutions, PLC)


CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)




AdditionalOrdinary
      Shares
                          
                          
                          Paid
      in
                          
                          
                          AccumulatedShares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          TotalBalance
      at December 31, 2007
                          
                          
                          1,620,903
                          
                          
                          $
                          1,621
                          
                          
                          $
                          (1,892,935
                          )
                          
                          $
                          (6,203,194
                          )
                          
                          $
                          (8,094,508
                          )Net
      income
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          102,996
                          
                          
                          
                          102,996Shares
      issued in connection with debt conversion
                          
                          
                          5,185,576
                          
                          
                          
                          5,186
                          
                          
                          
                          5,137,011
                          
                          
                          
                          -
                          
                          
                          
                          5,142,197Recapitalization
      from reverse merger - sharesretained
      Insignia's shareholders
                          
                          
                          5,093,408
                          
                          
                          
                          5,093
                          
                          
                          
                          2,514,697
                          
                          
                          
                          -
                          
                          
                          
                          2,519,790Shares
      issued for cash, net of offering costs of $80,000
                          
                          
                          422,561
                          
                          
                          
                          423
                          
                          
                          
                          469,577
                          
                          
                          
                          -
                          
                          
                          
                          470,000Shares
      issued as satisfaction of shareholder advance
                          
                          
                          345,732
                          
                          
                          
                          345
                          
                          
                          
                          449,655
                          
                          
                          
                          -
                          
                          
                          
                          450,000Reclassification
      for liability associated with
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -unauthorized,
      unissued shares
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (341,589
                          )
                          
                          
                          -
                          
                          
                          
                          (341,589
                          )Amortization
      of stock based compensation awards
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          137,505
                          
                          
                          
                          -
                          
                          
                          
                          137,505Balance
      at December 31, 2008
                          
                          
                          12,668,180
                          
                          
                          
                          12,668
                          
                          
                          
                          6,473,921
                          
                          
                          
                          (6,100,198
                          )
                          
                          
                          386,391Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (848,808
                          )
                          
                          
                          (848,808
                          )Restricted
      shares to be issued
                          
                          
                          295,126
                          
                          
                          
                          295
                          
                          
                          
                          (295
                          )
                          
                          
                          -
                          
                          
                          
                          -Unissued
      share liability
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          131,216
                          
                          
                          
                          -
                          
                          
                          
                          131,216Shares
      repurchased from converted debtholders
                          
                          
                          (37,958
                          )
                          
                          
                          (38
                          )
                          
                          
                          (65,174
                          )
                          
                          
                          -
                          
                          
                          
                          (65,212
                          )Amortization
      of stock based compensation awards
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          34,677
                          
                          
                          
                          -
                          
                          
                          
                          34,677Balance
      at December 31, 2009
                          
                          
                          12,925,348
                          
                          
                          
                          12,925
                          
                          
                          
                          6,574,345
                          
                          
                          
                          (6,949,006
                          )
                          
                          
                          (361,736
                          )





See
accompanying notes to consolidated financial statements.


F-5




AMERICA’S
SUPPLIERS, INC.


(Formerly
Insignia Solutions, PLC)




CONSOLIDATED
STATEMENTS OF CASH FLOWS




Year
      Ended December 312009
                              
                              
                              2008Cash
      flows from operating activities:Net
      income (loss)
                              
                              $
                              (848,808
                              )
                              
                              $
                              102,996Adjustments
      to reconcile net 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
                              )
                              
                              
                              (207,337
                              )Depreciation
      and amortization
                              
                              
                              56,277
                              
                              
                              
                              43,320Amortization
      of debt discount
                              
                              
                              -
                              
                              
                              
                              12,479Bad
      debt expense
                              
                              
                              981
                              
                              
                              
                              (8,736
                              )Stock-based
      compensation
                              
                              
                              34,677
                              
                              
                              
                              137,505Changes
      in assets and liabilities:Accounts
      receivable
                              
                              
                              6,369
                              
                              
                              
                              (16,494
                              )Prepaid
      and other current assets
                              
                              
                              3,594
                              
                              
                              
                              (39,599
                              )Deposits
      and other assets
                              
                              
                              1,648
                              
                              
                              
                              56,706Accounts
      payable
                              
                              
                              (138,390
                              )
                              
                              
                              (128,544
                              )Accrued
      expenses
                              
                              
                              (156,576
                              )
                              
                              
                              73,058Accrued
      interest
                              
                              
                              -
                              
                              
                              
                              44,169Deferred
      revenue
                              
                              
                              626
                              
                              
                              
                              (17,642
                              )Other
      liabilities
                              
                              
                              1,163
                              
                              
                              
                              3,954Net
      cash used in operating activities
                              
                              
                              (1,041,475
                              )
                              
                              
                              (1,058,014
                              )Cash
      flows from investing activities:Cash
      acquired in connection with reverse merger,net
      of acquisition costs
                              
                              
                              -
                              
                              
                              
                              3,133,692Maturities
      (purchases) of certificates of deposits
                              
                              
                              1,333,933
                              
                              
                              
                              (2,118,933
                              )Purchases
      of equipment
                              
                              
                              (169,987
                              )
                              
                              
                              (76,674
                              )Net
      cash provided by investing activities
                              
                              
                              1,163,946
                              
                              
                              
                              938,085Cash
      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
                              
                              
                              -
                              
                              
                              
                              (865,000
                              )Shares
      repurchased from converted debtholders
                              
                              
                              (65,212
                              )
                              
                              
                              -Net
      cash (used in) provided by financing activities
                              
                              
                              (65,212
                              )
                              
                              
                              122,500Change
      in cash and cash equivalents
                              
                              
                              57,259
                              
                              
                              
                              2,571Cash
      and cash equivalents, beginning of period
                              
                              
                              20,836
                              
                              
                              
                              18,265Cash
      and cash equivalents, end of period
                              
                              $
                              78,095
                              
                              
                              $
                              20,836Supplemental
      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
                              
                              $
                              -
                              
                              
                              $
                              613,902Reclassification
      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
                              
                              
                              $
                              120,250





See
accompanying notes to consolidated financial statements.


F-6




AMERICA’S
SUPPLIERS, INC.


(Formerly
Insignia Solutions, PLC)





NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE
1: BACKGROUND





On
December 14, 2009, America’s Suppliers, Inc., a Delaware corporation (“ASI” or
the “Company”), became the holding company of Insignia Solutions plc, a public
limited company incorporated in England and Wales (“Insignia”), pursuant to a
scheme of arrangement under Section 897 of the UK Companies Act of 2006 that was
approved by the Insignia stockholders on November 30, 2009 and the High Court of
Justice in England and Wales on December 14, 2009 (the “Scheme of
Arrangement”).  Pursuant to the Scheme of Arrangement, every ordinary
share, 1 pence par value per share, of Insignia (the “Ordinary Shares”) was
exchanged and cancelled at a ratio of ten Ordinary Shares for one share of
common stock, $0.001 par value per share (the “Common Stock”), of ASI (the
“Exchange Ratio”).  All data for common stock, options and warrants
have been adjusted to reflect the one-for-ten reverse split for all periods
presented. In addition, all common stock prices and per share data for all
periods presented have been adjusted to reflect the one-for-ten reverse stock
split.  Insignia is now a wholly-owned subsidiary of
ASI.





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





In April
2007 Insignia sold substantially all its assets to Smith Micro Software,
Inc.  From April 2007 until June 23, 2008, Insignia did not generate
any revenues from operations and 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”).  These transactions consisted of the
following:





·
            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.





·
            DDI Inc. merged with Jeode, 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 issued 7,333,333 American Depository Receipts
      (“ADSs”), which were common stock equivalents of Insignia in exchange for
      all of the outstanding common stock of DDI
  Inc.





·
            The combined entity issued
      768,292 ADSs to a new investor in exchange for $550,000 and the conversion
      of a 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 a new investor 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 ASI, DDI Inc. and the results of Insignia and its subsidiaries
beginning with the date of acquisition of the Merger (collectively the
“Company”).  Because DDI Inc. is the accounting acquirer in the
Merger, 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.


F-7





Certain
reclassifications have been made to prior period reported amounts to conform to
current year presentation.





NOTE
2: GOING CONCERN





The
accompanying consolidated financial statements have been prepared assuming that
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 negative cash flow
generated from operations and an accumulated deficit at December 31,
2009.  These factors raise substantial doubt about the Company’s
ability to continue as a going concern.  The consolidated financial
statements do not include any adjustments that might result from this
uncertainty.





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





NOTE
3: SIGNIFICANT ACCOUNTING POLICIES





Basis
of presentation and principles of consolidation





The
consolidated financial statements are prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America and include the accounts of the Company and its wholly
owned subsidiaries.  All significant intercompany accounts and
transactions are eliminated in consolidation.





Use
of estimates





The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect amounts reported in the
consolidated financial statements. Actual results could differ from those
estimates.





Cash
and Cash Equivalents





The
Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents. Cash and cash equivalents consist
of cash on deposit with domestic banks and, at times, may exceed federally
insured limits.





Short
Term Investments





Short
term investments consist principally of certificates of deposits (“CDs”) with
original maturities more than three months.  The Company invests in
CDs issued by domestic banks and, at times, may exceed federally insured
limits.





Accounts
Receivable





Accounts
receivable represent amounts earned but not collected in connection with the
Company’s sales. Trade receivables are carried at their estimated collectible
amounts and generally consist of amounts due from credit card
transactions.


F-8





The
Company follows the allowance method of recognizing uncollectible accounts
receivable. The allowance method recognizes bad debt expense as a percentage of
accounts receivable based on a review of individual accounts outstanding, and
prior history of uncollected accounts receivable. The allowance for doubtful
accounts at December 31, 2009 and 2008 was $0 as the Company expected to collect
substantially all amounts due. Bad debt expense for the years ended December 31,
2009 and 2008 was $7,481 and $0, respectively.





The
Company follows the allowance method of recognizing sales returns. The allowance
method recognizes sales returns as a percentage of sales based on a prior
history of sales returns. The allowance for sales returns at December 31, 2009
and 2008 was $17,601. Sales returns expense for the years ended December 31,
2009 and 2008 was $96,838 and $66,832, respectively.





Inventory





Substantially
all of the Company’s sales orders are shipped directly from the Company’s
vendors. Accordingly, such inventory is not reflected on the consolidated
financial statements at December 31, 2009 and 2008, respectively.





Property
and Equipment





Property
and equipment are stated at cost, net of accumulated depreciation and
amortization. Depreciation and amortization is computed using the straight-line
method over the estimated useful lives of the respective assets, generally three
to five years. Leasehold improvements and assets recorded under capital leases
are amortized on a straight-line basis over the shorter of the assets' useful
lives or lease terms. Depreciation and amortization expense was $56,277 and
$43,320 for the years ended December 31, 2009 and 2008,
respectively.





The
Company capitalizes website development costs in accordance with the provisions
of Accounting Standards Codification (“ASC”). Generally, the Company capitalizes
costs incurred to develop its website applications and infrastructure.
Capitalized website development costs totaled $54,068 and $52,987 for the years
ended December 31, 2009 and 2008, respectively.





Long-lived
Assets





In
accordance with ASC 360-10, which requires that long-lived assets to be held and
used be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable.





The
Company evaluates its long-lived assets for impairment annually whenever changes
in circumstances indicate that the carrying amount of the asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted cash flows
expected to be generated by the asset. If assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying
amounts exceed the fair values of the assets. Assets to be disposed of are
reported at the lower of carrying values or fair values, less costs of disposal.
The Company recognized no impairment loss at December 31, 2009 or
2008.





Convertible
Debt





The
Company has issued convertible instruments, which contained embedded conversion
features. The Company has evaluated the application of the provisions of ASC
815-15 to its embedded conversion feature within its convertible debt
instruments. The Company has determined that the conversion feature did not meet
the definition of a liability and therefore did not bifurcate the conversion
feature and account for it as a separate derivative liability.





The
Company evaluated the conversion feature under ASC 470-20 for a beneficial
conversion feature at inception. The effective conversion price was then
computed based on the allocation of the proceeds to the convertible debt to
determine if a beneficial conversion feature exists. The effective conversion
price was compared to the market price on the date of the original note and was
deemed to be less than the market value of the Company’s stock at the inception
of the note. A beneficial conversion feature was recognized and gave rise to a
debt discount that is amortized over the stated maturity of the convertible debt
instrument or the earliest potential conversion date.


F-9





Deferred
Rent





The
Company is a lessee under an operating lease with escalating lease payments (see
Note 7).  In accordance with the provisions of ASC 840, rent expense
is recognized on a straight line basis over the life of
lease.  Deferred rent was $5,815 and $4,652 at December 31, 2009 and
2008, respectively, and is included in other current liabilities in the
accompanying consolidated balance sheets.





Revenue
Recognition





Revenue
is recognized when the four criteria for revenue recognition are met: (1)
persuasive evidence of an arrangement exists; (2) shipment or delivery has
occurred; (3) the price is fixed or determinable and (4) collectability is
reasonably assured.    Cash payments received in advance of
product shipment are deferred as reflected as a deferred revenue liability in
the accompanying consolidated balance sheets.  Allowances for sales
returns and discounts are recorded as a component of net sales in the period the
allowances are recognized.





All
amounts billed to customers for shipping and handling costs are included in net
revenues in the consolidated statement of operations.  Actual shipping
costs incurred are reflected as a component of cost of sales in the accompanying
consolidated statements of operations.  Total shipping expense
included in cost of sales was $1,519,170 and $1,661,517 for 2009 and 2008,
respectively.





The
Company has evaluated the provisions of ASC 605-45 regarding reporting revenue
gross as a principal or net as an agent, noting that the task force determined
that it is a matter of judgment and a preponderance of the evidence as to
whether a company satisfies the gross versus net indicators.  As a
result of its analysis, the Company has determined that it qualifies for “gross”
revenue recognition.





Advertising
revenue is recognized as the service is provided on our website in accordance
with the terms of the advertising arrangement.





Advertising





The
Company’s advertising activities consist of telemarketing, search engine
optimization; Internet based advertising and other advertising
activities.  The Company expenses advertising costs as
incurred.  Advertising expense was $845,875 and $833,696
for  2009 and 2008, respectively.





Income
Taxes





The
Company accounts for income taxes under an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in its financial
statements or tax returns.  In estimating future tax consequences, the
Company generally considers all expected future events other than enactments of
changes in the tax law or rates.





Prior to
the Merger, the Company was an LLC, a pass-through entity for income tax
purposes.  In connection with the Merger, the Company formed a wholly
owned Delaware corporation and contributed all its assets and liabilities in
exchange for 100% of the stock of DDI Inc.   No provision for
income taxes have been reflected on the books of the Company prior to the Merger
based on the pass-through nature of the Company.





Fair
Value of Financial Instruments





The
Company’ financial instruments include cash and cash equivalents, short term
investments, short term receivables and payables and short-term
debt.  The fair value of the short-term instruments approximates fair
value due to the short-term maturities of such instruments.  Fair
value for the convertible debt instruments and other short-term debt instruments
cannot be reasonably estimated as no market exists for such instruments and
competitive market rates for similar instruments cannot be determined with any
reasonable assurance.


F-10





As the
total number of ordinary shares to be issued exceeded the authorized number of
ordinary shares at December 31, 2008, the Company recognized a liability of
$134,252 at December 31, 2008 for the fair value of unauthorized, unissued
shares based on the quoted market prices available at the date of the legal
commitment.  The fair value of the liability for unauthorized,
unissued shares was recorded at market value as of December 31, 2008, and
corresponding gains of $3,036 and $207,337 have been recognized due to changes
in the fair value of the liability during the years ended December 31, 2009 and
2008.  The Company issued all remaining shares to be issued during
2009.  This unissued shares liability was reclassified to equity in
2009 due to the authorized share increase and reverse stock split.





Stock-
Based Compensation





Effective
January 1, 2006, the Company adopted the provisions of ASC 718, and accounts for
equity-based compensation cost as measured at the grant date based on the fair
value of the award.  The Company elected the modified-prospective
method upon the adoption of ASC 718.





The
Company uses the Black-Scholes option pricing model to determine the fair value
of stock options and employee stock purchase plan shares.  The
assumption for the expected term was determined using the simplified method
outlined in Staff Accounting Bulletin No. 110.  The risk-free interest
rate is based on the US Treasury rates at the date of grant with maturity dates
approximately equal to the expected term at the grant date. The historical
volatility of a representative group of peer companies’ stock is used as the
basis for the volatility assumption.





Concentrations
of credit risk





Financial
instruments that potentially subject the Company to a concentration of credit
risk principally consist of cash and cash equivalents and short-term
investments. The Company invests its excess cash primarily in certificates of
deposits with federally insured quality financial institutions.





Recently
Issued Accounting Pronouncements





In May
2009, the FASB amended ASC 855, “Subsequent Events” which establishes general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  The changes to ASC 855 were effective for fiscal
periods ending after June 15, 2009.  The adoption of the changes in
ASC 855 did not have a material effect on our consolidated financial
statements.





NOTE
4: EARNINGS PER SHARE





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




F-11





Net
      income (loss)
                              
                              $
                              (848,808
                              )
                              
                              $
                              102,996Basic
      weighted average common shares outstanding
                              
                              
                              12,889,428
                              
                              
                              
                              7,386,012Add
      incremental shares for:Stock
      options
                              
                              
                              -
                              
                              
                              
                              -Warrants
                              
                              
                              -
                              
                              
                              
                              297,509Diluted
      weighted average common shares outstanding
                              
                              
                              12,889,428
                              
                              
                              
                              7,683,521Net
      income (loss) per share:Basic
                              
                              $
                              (0.07
                              )
                              
                              $
                              0.01Diluted
                              
                              $
                              (0.07
                              )
                              
                              $
                              0.01





NOTE
5:  PROPERTY AND EQUIPMENT





The
following table sets forth information with respect to property and equipment at
December 31, 2009 and 2008:





2009
                            
                            
                            2008Software
      and website development costs
                            
                            $
                            227,709
                            
                            
                            $
                            102,785Computer
      equipment
                            
                            
                            151,162
                            
                            
                            
                            109,147Leasehold
      improvements
                            
                            
                            36,890
                            
                            
                            
                            33,844415,761
                            
                            
                            
                            245,776Less:
      accumulated depreciationand
      amortization
                            
                            
                            (141,410
                            )
                            
                            
                            (85,135
                            )$
                            274,351
                            
                            
                            $
                            160,641




NOTE
6: NOTES PAYABLE





At
December 31, 2009 and 2008, the Company had $0 debt outstanding.





During
2008, the Company engaged in the following debt-related activities:





·
            Converted $6,256,046 of
      convertible and other notes payable into 5,185,576 common
      shares;


·
            Recognized a gain of $1,113,849
      related to the debt conversion associated with non-related party
      debt;


·
            Issued 345,731 common shares in
      satisfaction of $450,000 shareholder
  advance;


·
            Received $67,500 from new debt
      issuance; and


·
            Repaid $865,000 of notes
      payable.





The
Company had several convertible notes outstanding during 2008, a few of which
were issued together with detachable options.  The allocation of a
portion of the proceeds to the conversion features and the options gave rise to
the recognition of a debt discount on these notes.  The Company
allocated $1,990,193 of proceeds to the options and beneficial conversion
feature based on the guidance set forth in Emerging Issues Task Force (EITF) Nos
98-5 and 00-27.  These debt discounts are recognized on a
straight-line basis over the respective life of each of note.  During
the year ended December 31, 2008 the Company recognized an aggregate of $12,479,
of additional interest expense associated with the amortization of debt
discount.




F-12


Gain on 2008 Debt
Conversion





Prior to
the Merger, the Company was unable to repay its existing debt obligations, many
of its notes were past due, and management was unable to obtain additional
financing.  Consequently, management entered into an agreement with
the debt holders to convert all existing debt and accrued interest into
equity.





In
accordance with the provisions of ASC 310 and 470, the Company has recognized a
gain of $1,113,849 ($0.15 per share on a basic $0.14 per share on a diluted
basis) on such restructuring transactions with non-related parties based on the
difference between the carrying value of the debt of $1,298,198 and the fair
value of the equity securities issued of $184,349.  No gain or loss
was recognized on restructuring transactions with related parties.





Line of
Credit





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





NOTE
7:  LEASES





Operating
Leases





The
Company leases office space in Scottsdale, Arizona under an operating lease that
expires in 2011.  Rent expense under these leases totaled $124,782 and
$123,280 for 2009 and 2008, respectively.





In 2006,
Insignia entered into a sub-lease agreement for its UK office in High Wycombe,
United Kingdom with Norwest Holt Limited.  The original lease was
signed in 1998 for a term of 15 years at an annual rent of 105,000 British
Pounds, subject to periodic price adjustments.





In 2008,
the Company entered into an operating lease of its phone
systems.  Lease expense for each of the years ended December 31, 2009
and 2008 was $14,199.





Future
minimum annual lease payments under the operating lease agreements are as
follows for each of the years ended December 31:





2010
                      
                      
                      295,0912011
                      
                      
                      275,5522012
                      
                      
                      166,2282013
                      
                      
                      88,6842014
                      
                      
                      -Thereafter
                      
                      
                      -Total
                      
                      $
                      825,555




NOTE
8:  STOCK OPTIONS





Prior to
the Merger, Insignia had four stock option plans which provided for the issuance
of stock options to employees and outside consultants of Insignia to purchase
ordinary shares.  There have been no grants in these plans since
2006.  In connection with the reverse merger, the Company expects to
no longer issue options under these plans. Options that were outstanding by the
Insignia shell company prior to the Merger are reflected as grants during the
year ended December 31, 2008, the year in which the Merger
occurred.


F-13





The
following sets forth a summary of stock options:





Number of
                    Units
                  
                  
                  Weighted-
                    Average
                    Exercise Price
                  
                  
                  Weighted-
                    Average
                    Remaining
                    Contractual Term
                    (in years)Outstanding
      at December 31, 2007
                  
                  
                  736,023
                  
                  
                  $
                  2.28Grants
                  
                  
                  278,836
                  
                  
                  
                  9.00Forfeitures
                  
                  
                  (403,919
                  )
                  
                  
                  6.70Exercises
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at December 31, 2008
                  
                  
                  610,940
                  
                  
                  $
                  2.28Grants
                  
                  
                  -
                  
                  
                  
                  -Forfeitures
                  
                  
                  (36,164
                  )
                  
                  
                  2.28Exercises
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at December 31, 2009
                  
                  
                  574,776
                  
                  
                  $
                  2.28
                  
                  
                  
                  2.0Exerciseable
      at December 31, 2009
                  
                  
                  574,776
                  
                  
                  $
                  2.28
                  
                  
                  
                  2.0





Due to
the effects of the recapitalization, the above tables reflect the historical
options of the Company.  Options that were outstanding at December 31,
2007 (totaling 736,023) represent options issued as replacement options for
outstanding options in the Company.  The Company recognizes expense
based on the grant date fair value of such awards, and records such expense a
straight-line basis over the requisite service period.  Stock-based
compensation associated with stock options was $0 and $137,505 for the years
ended December 31, 2009 and 2008, respectively, and is included as general and
administrative expenses in the accompanying statements of operations for the
years then ended. At December 31, 2009 and 2008, the Company has an aggregate of
$0 of unrecognized stock compensation expense (net of estimated forfeitures)
that will be recognized over their respective vesting periods.





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





NOTE
9:  RESTRICTED STOCK





On
February 25, 2009, the Company granted of an aggregate of 1,475,636 common
shares with a fair value of $47,220 vesting as follows:


·
            Twenty percent at the date of
      grant;


·
            Twenty percent following the
      first anniversary of the date of grant conditional upon the achievement of
      a closing price not less than $0.60 and daily volume of 5,000 shares for
      25 days of the 30 day period immediately prior to the anniversary
      date;


·
            Thirty percent following the
      second anniversary of the date of grant conditional upon the achievement
      of a closing price not less than $1.00 and daily volume of 5,000 shares
      for 25 days of the 30 day period immediately prior to the anniversary
      date; and


·
            Thirty percent following the
      third anniversary of the date of grant conditional upon the achievement of
      a closing price not less than $1.50 and daily volume of 5,000 shares for
      25 days of the 30 day period immediately prior to the anniversary
      date.





At
December 31, 2009 the Company included 295,127 shares as outstanding in
connection with the grants described above and recognized stock based
compensation of $34,677 for the year then ended based on the vesting schedule
and requisite service period.


F-14


NOTE
10:  WARRANTS





The
following table summarizes warrants outstanding:





Number of
                    Units
                  
                  
                  Weighted-
                    Average
                    Exercise Price
                  
                  
                  Weighted-
                    Average
                    Remaining
                    Contractual Term
                    (in years)Outstanding
      at December 31, 2007
                  
                  
                  -
                  
                  
                  $
                  -Grants
                  
                  
                  1,707,447
                  
                  
                  $
                  1.46Forfeitures
                  
                  
                  -
                  
                  
                  
                  -Exercises
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at December 31, 2008
                  
                  
                  1,707,447
                  
                  
                  $
                  1.46Grants
                  
                  
                  -
                  
                  
                  
                  -Forfeitures
                  
                  
                  -
                  
                  
                  
                  -Exercises
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at December 31, 2009
                  
                  
                  1,707,447
                  
                  
                  $
                  1.46
                  
                  
                  
                  2.7Exerciseable
      at December 31, 2009
                  
                  
                  1,707,447
                  
                  
                  $
                  1.46
                  
                  
                  
                  2.7





The
Company had the following warrant activity during  2008:





·
            Warrants to purchase 434,819
      shares that represent existing pre-Merger outstanding warrants that are
      reflected as grants as of the date of Merger. As these represent existing
      outstanding awards for which the requisite service period has already been
      rendered, no compensation expense has been recorded during
      2008.


·
            Warrants to purchase 855,145
      shares at an exercise price of $0.10 per share that were granted to the
      Company’s Chairman in connection with Merger related service. All warrants
      were fully vested at the date of grant. The Company recorded stock based
      compensation expense of $115,445 during 2008 associated with this award
      based on the following assumptions used in the Black Scholes
      model:


O
            Stock price:
      $0.02


O
            Volatility :
      58%


O
            Expected life: 5
      years


O
            Risk free rate:
      3.5%


·
            Warrants to purchase 360,387
      shares at an exercise price of $1.30 per share that were granted to an
      investment bank for Merger related services. As these amounts were
      consideration associated with the recapitalization, they were recorded as
      a part of the recapitalization accounting and no expense was recognized
      during 2008.


·
            Warrants to purchase 57,096
      shares at an exercise price of $1.20 per share that were granted to an
      investment bank for Merger related services. As these amounts were
      consideration associated with the recapitalization, they were recorded as
      part of the recapitalization accounting and no expense was recognized
      during 2008.





All
warrants granted during 2008 are immediately vested.  All pre-Merger
outstanding warrants expire between February 2010 and December 2010, and the
warrants granted for Merger related services expire on June 23,
2013.





The
warrants have no intrinsic value as of December 31, 2009.


F-15




NOTE
11:  INCOME TAXES





Prior to
the Merger, the Company was an LLC, a pass-through entity for income tax
purposes.  In connection with the Merger, The Company formed a wholly
owned Delaware corporation and contributed all its assets and liabilities in
exchange for 100% of the stock of DDI Inc.   No provision for
income taxes have been reflected on the books of the Company prior to the Merger
based on the pass-through nature of the Company.





As
      of December 31,2009
                  
                  
                  2008Net
      operating losses
                  
                  $
                  714,000
                  
                  
                  $
                  436,000Less:
      valuation allowance
                  
                  
                  (714,000
                  )
                  
                  
                  ( 436,000
                  )Net
      tax benefit
                  
                  $
                  0
                  
                  
                  $
                  0





Net
operating losses of $1,064,371 expire in 2028 with the balance expiring in
2029.




NOTE
12:  COMMITMENTS AND CONTINGENCIES





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





NOTE
13:  CONCENTRATIONS OF CREDIT RISK





The
Company maintains cash balances at banks in the United
States.  Accounts are insured by the Federal Deposit Insurance
Corporation up to $250,000.   From time to time, bank balances
may exceed federally insured limits.





NOTE
14:  EMPLOYEE BENEFIT PLANS





The
Company has a 401(k) plan covering all full-time employees and participants may
contribute a percentage of their compensation to the plan.  The
Company does not currently match or make contributions to the
plan.  Employee contributions are fully vested and
nonforfeitable.  The assets of the plan are held separately from those
of the Company and is independently managed and administered.





NOTE
15:  SUBSEQUENT EVENTS





The
Company evaluated subsequent events through March 19, 2010.  There
were no subsequent events.


F-16





INDEX
TO EXHIBITS





Exhibit Number
                
                Exhibit Title2.1
                
                Agreement
      and Plan of Merger By and Among Insignia Solutions plc, Jeode Inc. and
      DollarDays International, Inc (33)2.2(34)
                
                Scheme
      of Arrangement, whereas America’s Suppliers, Inc., a Delaware corporation
      became the holding company of Insignia Solutions plc, a public limited
      company incorporated in England and Wales.3.02(1)
                
                Registrant’s
      Articles of Association.3.04(1)
                
                Registrant’s
      Memorandum of Association.4.01(1)
                
                Form
      of Specimen Certificate for Registrant’s Ordinary
  Shares.4.02(2)
                
                Deposit
      Agreement between Registrant and The Bank of New York.4.03(2)
                
                Form
      of American Depositary Receipt (included in Exhibit
  4.02).4.04(3)
                
                American
      Depositary Shares Purchase Agreement dated January 5,
  2004.4.05(3)
                
                Registration
      Rights Agreement dated January 5, 2004.4.06(3)
                
                Form
      of Warrant to Purchase American Depositary Shares dated January 5, 2004
      and issued to the purchasers of American Depositary
  Shares.4.07(3)
                
                Form
      of Warrant to Purchase American Depositary Shares dated January 5, 2004
      and issued to the principals of Nash Fitzwilliams, Ltd., as placement
      agent.4.08(32)
                
                Warrant
      dated February 10, 2005 (reissued on March 15, 2006) and issued to Fusion
      Capital Fund II, LLC.4.09(32)
                
                Warrant
      dated November 4, 2005 (reissued on March 15, 2006) and issued to Fusion
      Capital Fund II, LLC.4.10(32)
                
                Form
      of Warrant to Purchase American Depositary Shares dated July 18, 2005,
      issued to certain investors pursuant to the American Depositary Shares
      Purchase Agreement between the Registrant and the Purchasers, as defined
      therein, dated October 18, 2004.10.01(1)
                
                Registrant’s
      1986 Executive Share Option Scheme, as amended, and related
      documents.10.02(1)
                
                Registrant’s
      1988 U.S. Stock Option Plan, as amended, and related
      documents.10.03(5)
                
                Registrant’s
      1995 Incentive Stock Option Plan for U.S. Employees and related documents,
      as amended.10.04(35)
                
                Registrant’s 2009
      Long-Term Incentive Plan.10.05(1)
                
                Insignia
      Solutions Inc. 401(k) Plan.10.06(1)
                
                Registrant’s
      Small Self-Administered Pension Plan Definitive Deed and
      Rules.10.14(1)
                
                Form
      of Indemnification Agreement entered into by Registrant with each of its
      directors and executive officers.10.28(6)
                
                Registrant’s
      U.K. Employee Share Option Scheme 1996, as amended.10.38(7)
                
                Lease
      Agreement between Insignia Solutions, Inc. and Lincoln-Whitehall Pacific,
      LLC, dated December 22,
1997.








10.42(5)
                
                Registrant’s
      1995 Employee Share Purchase Plan, as amended.10.44(8)
                
                Lease
      agreement between Registrant and Comland Industrial and Commercial
      Properties Limited dated August 12, 1998 for the Apollo House premises and
      the Saturn House premises.10.62(9)
                
                Warrant
      Agreement, dated as of November 24, 2000, between Registrant and Jefferies
      & Company, Inc.10.63(10)
                
                Form
      of ADSs Purchase Warrant issued November 24, 2000.10.64(11)
                
                ADSs
      Purchase Warrant issued to Jefferies & Company, Inc., dated November
      24, 2000.10.67(12)
                
                Warrant
      Agreement, dated as of February 12, 2001, between Registrant and Jefferies
      & Company, Inc.10.68(13)
                
                Form
      of ADSs Purchase Warrant issued February 12, 2001.10.69(14)
                
                ADSs
      Purchase Warrant issued to Jefferies & Company, Inc., dated February
      12, 2001.10.85(15)*
                
                Warrant
      Agreement between the Registrant and International Business Machines
      Corporation dated November 24, 2003.10.87(16)
                
                American
      Depositary Shares Purchase Agreement between the Registrant and the
      Purchasers, as defined therein, dated October 18, 2004 (the “October 2004
      ADS Purchase Agreement”).10.88(16)
                
                Form
      of Warrant issued to Purchasers, as defined in the October 2004 ADS
      Purchase Agreement.10.89(16)
                
                Registration
      Rights Agreement between the Registrant and the Purchasers, as defined in
      the October 2004 ADS Purchase Agreement, dated October 18,
      2004.10.90(17)
                
                Stock
      Purchase and Sale Agreement dated February 9, 2005 between, among others,
      the Registrant, Kenora Ltd and the Sellers (as defined
      therein).10.91(18)
                
                Securities
      Subscription Agreement by and between the Registrant and Fusion Capital
      Fund II, LLC dated February 10, 2005.10.92(18)
                
                Registration
      Rights Agreement by and between the Registrant and Fusion Capital Fund II,
      LLC dated February 10, 2005.10.93(18)
                
                Warrant,
      dated as of February 10, 2005, by and between the Registrant and Fusion
      Capital Fund II, LLC.










10.94(18)
                
                Warrant,
      dated as of February 10, 2005, by and between the Registrant and Fusion
      Capital Fund II, LLC.10.96(19)
                
                Termination
      and Waiver Agreement dated June 30, 2004 between the Registrant and
      Esmertec A.G.10.97(20)
                
                Registration
      Rights Agreement, dated March 16, 2005, between the Registrant, Noel
      Mulkeen and Anders Furehed.10.98(21)
                
                Agreement,
      dated May 21, 2005, amending the Securities Subscription Agreement by and
      between the Registrant and Fusion Capital Fund II, LLC dated February 10,
      2005 and related warrants.10.99(22)
                
                Form
      of Securities Subscription Agreement, dated as of June 30, 2005, by and
      among the Registrant, Insignia Solutions Inc. and the investors in the
      closings of the private placement that took place on June 30, 2005 and
      July 5, 2005 (the “June/July 2005 Private Placement”).10.100(23)
                
                Form
      of Warrant, dated as of June 30, 2005, issued by the Registrant to each of
      the investors in the June/July 2005 Private Placement.10.101(24)
                
                Form
      of Registration Rights Agreement, dated as of June 30, 2005, by and
      between the Registrant and each of the investors in the June/July 2005
      Private Placement.10.102(25)
                
                Agreement,
      dated June 30, 2005, amending the Securities Subscription Agreement by and
      between the Registrant and Fusion Capital Fund II, LLC dated February 10,
      2005.10.103(26)
                
                Agreement,
      dated August 31, 2005, amending the Securities Subscription Agreement by
      and between the Registrant and Fusion Capital Fund II, LLC dated February
      10, 2005.10.104(31)
                
                Employment
      Offer Letter between the Registrant and Richard Noling dated September 14,
      2005.10.105(31)
                
                Loan
      and Security Agreement between the Registrant and Silicon Valley Bank
      dated October 3, 2005.10.106(27)
                
                Employment
      Offer Letter between the Registrant and John Davis dated November 21,
      2005.10.107(28)
                
                Securities
      Subscription Agreement, dated as of December 29, 2005, by and among the
      Registrant, Insignia Solutions Inc. and the investors in the private
      placement that took place on December 29, 2005 (the “December 2005 Private
      Placement”).10.108(29)
                
                Form
      of Warrant, dated as of December 29, 2005, issued by the Registrant to
      each of the investors in the December 2005 Private
    Placement.10.109(30)
                
                Registration
      Rights Agreement, dated as of December 29, 2005, by and between the
      Registrant and each of the investors in the December 2005 Private
      Placement.14.01(32)
                
                Code
      of Ethics.21.01(32)
                
                Subsidiaries
      of the Registrant.23.01†
                
                Consent
      of Malone & Bailey, PC, Independent Registered Public Accounting
      Firm.31.1†
                
                Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of
2002.










31.2†
                
                Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1†
                
                Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2†
                
                Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.99.01(32)
                
                Press
      release dated November 10,
2005.





†
                
                Filed
      or furnished herewith.*
                
                Confidential
      treatment has been granted with respect to certain portions of this
      agreement. Such portions were omitted from this filing and filed
      separately with the Securities and Exchange Commission.(1)
                
                Incorporated
      by reference to the exhibit of the same number from Registrant’s
      Registration Statement on Form F-1 (File No. 33-98230) declared effective
      by the Commission on November 13, 1995.(2)
                
                Incorporated
      by reference to the exhibit of the same number from Registrant’s Annual
      Report on Form 10-K for the year ended December 31,
  1995.(3)
                
                Incorporated
      by reference to the exhibit of the same number from Registrant’s
      Registration Statement on Form S-3 (File No. 333-112607) filed on February
      9, 2004.(4)
                
                Incorporated
      by reference to the exhibit of the same number from Registrant’s Annual
      Report on Form 10-K for the year ended December 31,
  1997.(5)
                
                Incorporated
      by reference to the exhibit of the same number from Registrant’s Quarterly
      Report on Form 10-Q for the quarter ended March 31,
  2004.(6)
                
                Incorporated
      by reference to Exhibit 4.05 from Registrant’s Registration Statement on
      Form S-8 (File No. 333-51760) filed on December 13,
  2000.(7)
                
                Incorporated
      by reference to the exhibit of the same number from Registrant’s Quarterly
      Report on Form 10-Q for the quarter ended March 31,
  1998.(8)
                
                Incorporated
      by reference to the exhibit of the same number from Registrant’s Annual
      Report on Form 10-K for the year ended December 31,
  1998.










(9)
                    
                    Incorporated
      by reference to Exhibit 10.53 from Registrant’s Current Report on Form 8-K
      filed on November 29, 2000.(10)
                    
                    Incorporated
      by reference to Exhibit 4.11 from Registrant’s Current Report on Form 8-K
      filed on November 29, 2000.(11)
                    
                    Incorporated
      by reference to Exhibit 4.12 from Registrant’s Current Report on Form 8-K
      filed on November 29, 2000.(12)
                    
                    Incorporated
      by reference to Exhibit 10.55 from Registrant’s Current Report on Form 8-K
      filed on February 15, 2001.(13)
                    
                    Incorporated
      by reference to Exhibit 4.13 from Registrant’s Current Report on Form 8-K
      filed on February 15, 2001.(14)
                    
                    Incorporated
      by reference to Exhibit 4.14 from Registrant’s Current Report on Form 8-K
      filed on February 15, 2001.(15)
                    
                    Incorporated
      by reference to the exhibit of the same number from Registrant’s Annual
      Report on Form 10-K for the year ended December 31,
  2003.(16)
                    
                    Incorporated
      by reference to the exhibit of the same number from Registrant’s Current
      Report on Form 8-K filed on October 22, 2004.(17)
                    
                    Incorporated
      by reference to the exhibit of the same number from Registrant’s Current
      Report on Form 8-K filed on February 10, 2005 (Items 1.01 and
      9.01).(18)
                    
                    Incorporated
      by reference to the exhibit of the same number from Registrant’s Current
      Report on Form 8-K filed on February 10, 2005 (Items 1.01, 1.02 and
      9.01).(19)
                    
                    Incorporated
      by reference to Exhibit 10.87 from Registrant’s Quarterly Report on Form
      10-Q for the quarter ended June 30, 2004.(20)
                    
                    Incorporated
      by reference to the exhibit of the same number from Registrant’s Current
      Report on Form 8-K filed on March 22, 2005, as amended on July 1,
      2005.(21)
                    
                    Incorporated
      by reference to Exhibit 10.97 from Registrant’s Current Report on Form 8-K
      filed on May 20, 2005.(22)
                    
                    Incorporated
      by reference to Exhibit 10.01 from Registrant’s Current Report on Form 8-K
      filed on July 7, 2005.(23)
                    
                    Incorporated
      by reference to Exhibit 10.02 from Registrant’s Current Report on Form 8-K
      filed on July 7, 2005.(24)
                    
                    Incorporated
      by reference to Exhibit 10.03 from Registrant’s Current Report on Form 8-K
      filed on July 7, 2005.(25)
                    
                    Incorporated
      by reference to Exhibit 10.04 from Registrant’s Current Report on Form 8-K
      filed on July 7, 2005.(26)
                    
                    Incorporated
      by reference to Exhibit 10.01 from Registrant’s Current Report on Form 8-K
      filed on September 7, 2005.(27)
                    
                    Incorporated
      by reference to Exhibit 10.01 from Registrant’s Current Report on Form 8-K
      filed on December 12, 2005.(28)
                    
                    Incorporated
      by reference to Exhibit 10.01 from Registrant’s Current Report on Form 8-K
      filed on January 4, 2006.(29)
                    
                    Incorporated
      by reference to Exhibit 10.02 from Registrant’s Current Report on Form 8-K
      filed on January 4, 2006.(30)
                    
                    Incorporated
      by reference to Exhibit 10.03 from Registrant’s Current Report on Form 8-K
      filed on January 4, 2006.(31)
                    
                    Incorporated
      by reference to the exhibit of the same number from Registrant’s
      Registration Statement on Form S-1 filed on February 14,
    2006.(32)
                    
                    Incorporated
      by reference to the exhibit of the same number from Registrant’s Annual
      Report on Form 10-K for the year ended December 31, 2005 filed on July 7,
      2006.(33)
                    
                    Incorporated
      by reference to exhibit 2.1 from Registrant’s Current Report on Form 8-K
      filed on March 18, 2009.(34)
                    
                    Incorporated
      by reference to the Registrant’s Definitive Proxy Statement on Schedule
      14A filed on December 10, 2009.(35)
                    
                    Incorporated
      by reference to the Registrant’s Definitive Proxy Statement on Schedule
      14A filed on April 30,
2009.