-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000890163-07-000140.txt : 20070216
<SEC-HEADER>0000890163-07-000140.hdr.sgml : 20070216
<ACCEPTANCE-DATETIME>20070216151409
ACCESSION NUMBER:		0000890163-07-000140
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20070216
DATE AS OF CHANGE:		20070216
GROUP MEMBERS:		PAUL J. SOLIT
GROUP MEMBERS:		POTOMAC CAPITAL MANAGEMENT INC.
GROUP MEMBERS:		POTOMAC CAPITAL MANAGEMENT LLC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INSIGNIA SYSTEMS INC/MN
		CENTRAL INDEX KEY:			0000875355
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS MANUFACTURING INDUSTRIES [3990]
		IRS NUMBER:				411656308
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-43578
		FILM NUMBER:		07631031

	BUSINESS ADDRESS:	
		STREET 1:		6470 SYCAMORE COURT NORTH
		CITY:			MAPLE GROVE
		STATE:			MN
		ZIP:			55369
		BUSINESS PHONE:		7633926200

	MAIL ADDRESS:	
		STREET 1:		6470 SYCAMORE COURT NORTH
		CITY:			MAPLE GROVE
		STATE:			MN
		ZIP:			55369

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			POTOMAC CAPITAL MANAGEMENT LLC
		CENTRAL INDEX KEY:			0001233369
		IRS NUMBER:				133984298
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		825 THIRD AVENUE
		STREET 2:		33RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2125215115

	MAIL ADDRESS:	
		STREET 1:		825 THIRD AVENUE
		STREET 2:		33RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>s11-7124_13g.txt
<DESCRIPTION>SCHEDULE 13G
<TEXT>

                                 UNITED STATES                OMB APPROVAL
                      SECURITIES AND EXCHANGE COMMISSION      OMB Number:
                                                              3235-0145
                            Washington, D.C. 20549            Expires: December
                                                              31, 2005
                                 SCHEDULE 13G                 Estimated average
                                (Rule 13d-102)                burden hours per
                                                              response. . 11



             Information Statement Pursuant to Rules 13d-1 and 13d-2
                    Under the Securities Exchange Act of 1934

                             Insignia Systems, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    45765Y105
                                 (CUSIP Number)

                                February 15, 2007
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

   [   ]   Rule 13d-1(b)
   [ X ]   Rule 13d-1(c)
   [   ]   Rule 13d-1(d)


The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


<PAGE>

CUSIP No.  45765Y105

     1.     Names of Reporting Persons. I.R.S. Identification Nos. of above
            persons (entities only)

            Potomac Capital Management LLC
            13-3984298

     2.     Check the Appropriate Box if a Member of a Group (See Instructions)
            (a)     [   ]
            (b)     [   ]

     3.     SEC Use Only

     4.     Citizenship or Place of Organization

            New York

Number of          5.   Sole Voting Power
Shares                    0
Beneficially
Owned by           6.   Shared Voting Power
Each                    1,040,983 shares of Common Stock
Reporting
Person With        7.   Sole Dispositive Power
                        0

                   8.   Shared Dispositive Power
                        1,040,983 shares of Common Stock

     9.     Aggregate Amount Beneficially Owned by Each Reporting Person

            1,040,983 shares of Common Stock

     10.    Check if the Aggregate Amount in Row (9) Excludes Certain Shares
            (See Instructions)  [     ]

     11.    Percent of Class Represented by Amount in Row (9)

            6.87%

     12.    Type of Reporting Person (See Instructions)

            HC; OO (Limited Liability Corporation)






                                        2
<PAGE>

 CUSIP No.  45765Y105

     1.     Names of Reporting Persons. I.R.S. Identification Nos. of above
            persons (entities only)

            Potomac Capital Management Inc.
            13-3984786

     2.     Check the Appropriate Box if a Member of a Group (See Instructions)
            (a)     [   ]
            (b)     [   ]

     3.     SEC Use Only

     4.     Citizenship or Place of Organization

              New York

Number of          5.   Sole Voting Power
Shares                  0
Beneficially
Owned by           6.   Shared Voting Power
Each                    1,040,983 shares of Common Stock
Reporting
Person With        7.   Sole Dispositive Power
                        0

                   8.   Shared Dispositive Power
                        1,040,983 shares of Common Stock

     9.     Aggregate Amount Beneficially Owned by Each Reporting Person

            1,040,983 shares of Common Stock

     10.    Check if the Aggregate Amount in Row (9) Excludes Certain Shares
            (See Instructions)  [     ]

     11.    Percent of Class Represented by Amount in Row (9)

            6.87%

     12.    Type of Reporting Person (See Instructions)

            HC; CO



                                        3
<PAGE>
CUSIP No. 45765Y105

     1.     Names of Reporting Persons. I.R.S. Identification Nos. of above
            persons (entities only)

            Paul J. Solit

     2.     Check the Appropriate Box if a Member of a Group (See Instructions)
            (a)     [   ]
            (b)     [   ]

     3.     SEC Use Only

     4.     Citizenship or Place of Organization

              U.S.

Number of          5.   Sole Voting Power
Shares                  0
Beneficially
Owned by           6.   Shared Voting Power
Each                    1,040,983 shares of Common Stock
Reporting
Person With        7.   Sole Dispositive Power
                        0

                   8.   Shared Dispositive Power
                        1,040,983 shares of Common Stock

     9.     Aggregate Amount Beneficially Owned by Each Reporting Person

            1,040,983 shares of Common Stock

     10.    Check if the Aggregate Amount in Row (9) Excludes Certain Shares
            (See Instructions)  [     ]

     11.    Percent of Class Represented by Amount in Row (9)

            6.87%

     12.    Type of Reporting Person (See Instructions)

            IN; HC



                                        4



<PAGE>

Item 1.
           (a)  Name of Issuer

                Insignia Systems, Inc.

           (b)  Address of Issuer's Principal Executive Offices
                6470 Sycamore Court North
                Maple Grove, MN 55367

Item 2.
           (a)  Name of Person Filing

                This statement is being filed by (i) Potomac Capital Management
                LLC; (ii) Potomac Capital Management Inc.; and
                (iii) Paul J. Solit

           (b)  Address of Principal Business Office or, if none, Residence

                (i), (ii), and (iii)

                825 Third Avenue,
                33rd Floor
                New York, New York 10022

           (c)  Citizenship

                (i) New York
                (ii) New York
                (iii) U.S.

           (d)  Title of Class of Securities

                Common Stock, par value $0.01 per share

           (e)  CUSIP Number

                45765Y105

Item 3.    Not Applicable


Item 4.      Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

  Potomac Capital Management LLC
  Potomac Capital Management Inc.
  Paul J. Solit

  (a)  Amount beneficially owned:    1,040,983shares of Common Stock
  (b)  Percent of class:    6.87%
  (c)  Number of shares as to which the person has:
       (i)    Sole power to vote or to direct the vote    0
       (ii)   Shared power to vote or to direct the
              vote    1,040,983 shares of Common Stock.
       (iii)  Sole power to dispose or to direct the disposition of    0
       (iv)   Shared power to dispose or to direct the
              disposition of    1,040,983 shares of Common Stock.


                                        5


<PAGE>

Item 5.      Ownership of Five Percent or Less of a Class

If this Statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ]


Item 6.      Ownership of More than Five Percent on Behalf of Another Person

             Not Applicable.

Item 7.      Identification and Classification of the Subsidiary Which Acquired
             the Security Being Reported on By the Parent Holding Company or
             Control Person

             See Exhibit A attached hereto.

Item 8.      Identification and Classification of Members of the Group

             Not Applicable.

Item 9.      Notice of Dissolution of Group

             Not Applicable.

Item 10.     Certification

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.




                                        6

<PAGE>

                                    Signature

After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.


Dated this 15th day of February, 2007


                                            POTOMAC CAPITAL MANAGEMENT LLC

                                            By:   /s/ Paul J. Solit
                                                  ------------------------------
                                                  Paul J. Solit, Managing Member

                                            POTOMAC CAPITAL MANAGEMENT INC.

                                            By:   /s/ Paul J. Solit
                                                  ------------------------------
                                                  Paul J. Solit, President

                                            PAUL J. SOLIT

                                            By:   /s/ Paul J. Solit
                                                  ------------------------------
                                                  Paul J. Solit


<PAGE>

EXHIBIT INDEX

The following exhibits are filed with this report on Schedule 13G:

Exhibit A         Identification of entities which acquired the shares which are
                  the subject of this report on Schedule 13G

Exhibit B         Joint Filing Agreement dated February 15, 2007 among Potomac
                  Capital Management LLC, Potomac Capital Management,
                  Inc. and Paul J. Solit

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>s11-7124_ex99a.txt
<DESCRIPTION>EXHIBIT 99A
<TEXT>
Exhibit A

Identification of entities which acquired the shares which are the subject of
this report on Schedule 13G.

(1)      Potomac Capital Partners LP, a private investment partnership formed
         under the laws of State of Delaware. Potomac Capital Management LLC is
         the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit
         is the Managing Member of Potomac Capital Management LLC.

(2)      Potomac Capital International Ltd., an international business company
         formed under the laws of the British Virgin Islands. Potomac Capital
         Management Inc. is the Investment Manager of Potomac Capital
         International Ltd. Paul J. Solit is the President and sole owner of
         Potomac Capital Management Inc., and a Director of Potomac Capital
         International Ltd.

(3)      Pleiades Investment Partners-R, LP, a private investment partnership
         formed under the laws of the State of Delaware. Potomac Capital
         Management Inc. is the Investment Manager of a managed account of
         Pleiades Investment Partners, LP. Paul J. Solit is the President and
         sole owner of Potomac Capital Management Inc.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>s11-7124_ex99b.txt
<DESCRIPTION>EXHIBIT 99B
<TEXT>
Exhibit B

                             JOINT FILING AGREEMENT

         This Agreement is filed as an exhibit to Schedule 13G being filed by
Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J.
Solit in compliance with Rule 13d-1(k) of the Securities and Exchange
Commission, which requires an agreement in writing indicating that the Schedule
13G to which this Agreement is attached is filed on behalf of the below-named
entities, that they are each responsible for the timely filing of the Schedule
13G and any amendments thereto and for the completeness and accuracy of the
information concerning such persons contained therein.


         This Agreement may be executed in separate counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.

Dated: February 15, 2007


                                            POTOMAC CAPITAL MANAGEMENT LLC

                                            By:   /s/ Paul J. Solit
                                                  ------------------------------
                                                  Paul J. Solit, Managing Member

                                            POTOMAC CAPITAL MANAGEMENT INC.

                                            By:   /s/ Paul J. Solit
                                                  ------------------------------
                                                  Paul J. Solit, President

                                            PAUL J. SOLIT

                                            By:   /s/ Paul J. Solit
                                                  ------------------------------
                                                  Paul J. Solit

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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