-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B906hrBtvcdky0UGk8Oj5muRoiEb3qRb0wv4blHntjR+L1zgQjupPQ1GhCJtiE6B dgim1cxTxprSWFQ+T8Ta0g== 0000890163-07-000436.txt : 20070717 0000890163-07-000436.hdr.sgml : 20070717 20070716192125 ACCESSION NUMBER: 0000890163-07-000436 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070717 DATE AS OF CHANGE: 20070716 GROUP MEMBERS: PAUL J. SOLIT GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT INC. GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT LLC GROUP MEMBERS: POTOMAC CAPITAL PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT NETWORK GROUP INC CENTRAL INDEX KEY: 0001094814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 481129619 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 07982591 BUSINESS ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9133459315 MAIL ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 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 SC 13G 1 s11-7542_13g.htm SC 13G

SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

The Management Network Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

561693102

(CUSIP Number)

June 29, 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP No. 561693102

	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 Limited Liability Company formed under the laws of the State of New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 6,072,299 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 6,072,299 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,072,299 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) 16.96%.

	12.	Type of Reporting Person (See Instructions) HC; OO (Limited Liability Corporation)


	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 Corporation formed under the laws of the State of New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 6,072,299 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 6,072,299 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,072,299 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) 16.96%.

	12.	Type of Reporting Person (See Instructions) HC; CO

	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. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 23,700

			6.		Shared Voting Power 6,072,299 shares of common stock

			7.		Sole Dispositive Power 23,700

			8.		Shared Dispositive Power 6,072,299 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,095,999 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) 17%.

	12.	Type of Reporting Person (See Instructions) IN; HC

CUSIP No. 561693102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Potomac Capital Partners, LP 13-3984299

	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 Limited Partnership formed under the laws of the State of Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 2,504,830 shares of common stock

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 2,504,830 shares of common stock

			8.		Shared Dispositive Power

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,504,830 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) 7%

	12.	Type of Reporting Person (See Instructions) HC; OO (Limited Liability Corporation)

Item 1.
	(a)	Name of Issuer The Management Network Group, Inc.
	(b)	Address of Issuer's Principal Executive Offices 7300 College Blvd., Suite 302 Overland Park, KS 66210

Item 2.
	(a)	Name of Person Filing Potomac Capital Management LLC
	(b)	Address of Principal Business Office or, if none, Residence 825 Third Avenue 33^rd Floor New York, New York 10022
	(c)	Citizenship Limited Liability Company formed under the laws of the State of New York.

	(a)	Name of Person Filing Potomac Capital Management Inc.
	(b)	Address of Principal Business Office or, if none, Residence 825 Third Avenue 33^rd Floor New York, New York 10022
	(c)	Citizenship Corporation formed under the laws of the State of New York.

	(a)	Name of Person Filing Paul J. Solit
	(b)	Address of Principal Business Office or, if none, Residence c/o Potomac Capital Management LLC 825 Third Avenue 33^rd Floor New York, New York 10022
	(c)	Citizenship U.S. Citizen
	(a)	Name of Person Filing Potomac Capital Partners, LP
	(b)	Address of Principal Business Office or, if none, Residence 825 Third Avenue 33^rd Floor New York, New York 10022
	(c)	Citizenship Limited Partnership formed under the laws of the State of Delaware
	(d)	Title of Class of Securities Common Stock, par value $0.001 per share
	(e)	CUSIP Number 561693102
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable
	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

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.
	(a)	Amount beneficially owned: 6,072,299 shares of common stock
	(b)	Percent of class: 16.96%.
	(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 6,072,299 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 6,072,299 shares of common stock
PAUL J. SOLIT
	(a)	Amount beneficially owned: 6,095,999 shares of common stock
	(b)	Percent of class: 17%.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 23,700

		(ii)	Shared power to vote or to direct the vote 6,072,299 shares of common stock
		(iii)	Sole power to dispose or to direct the disposition of 23,700
		(iv)	Shared power to dispose or to direct the disposition of 6,072,299 shares of common stock

POTOMAC CAPITAL PARTNERS, LP
	(a)	Amount beneficially owned: 2,504,830 shares of common stock
	(b)	Percent of class: 7%.
	(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 : 2,504,830 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 : 2,504,830 shares of common stock

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.

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 16th day of July 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

	POTOMAC CAPITAL PARTNERS, LP

	By: /s/ Paul J. Solit
	Paul J. Solit, Managing Member of the General Partner

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 July 16, 2007 among Potomac Capital Management LLC, Potomac Capital Management, Inc. and Paul J. Solit

EX-99 2 s11-7542_ex99a.htm EXHIBIT 99A

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 Managment 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-R, LP. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc.

(4)	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 Managment LLC.

EX-99 3 s11-7542_ex99b.htm EXHIBIT 99B

Exhibit B

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G, dated July 16, 2007 with respect to the shares of Common Stock of The Management Network Group, Inc. and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

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: July 16, 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

	POTOMAC CAPITAL PARTNERS, LP

	By: /s/ Paul J. Solit
	Paul J. Solit, Managing Member of the General Partner

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