Unassociated Document

0000890163-07-000595.txt : 20070917 0000890163-07-000595.hdr.sgml : 20070917 20070917170429 ACCESSION NUMBER: 0000890163-07-000595 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 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: ASPYRA INC CENTRAL INDEX KEY: 0000712815 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953353465 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-34708 FILM NUMBER: 071120664 BUSINESS ADDRESS: STREET 1: 26115 A MUREAU RD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188806700 MAIL ADDRESS: STREET 1: 26115 A MUREAU ROAD CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE COMPUTER APPLICATIONS INC DATE OF NAME CHANGE: 19920703 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 s11-7739_13g.htm SCHEDULE 13G-ASPYRA, INC. Unassociated Document

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

Aspyra, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

04538V104

(CUSIP Number)

August 27, 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. 04538V104

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

			6.		Shared Voting Power 1,480,000

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 1,480,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,480,000 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) 13.7%

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

CUSIP No. 04538V104


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

			6.		Shared Voting Power 1,480,000

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 1,480,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,480,000 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) 13.7%

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

CUSIP No. 04538V104

	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 Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 24,800

			6.		Shared Voting Power 1,480,000

			7.		Sole Dispositive Power 24,800

			8.		Shared Dispositive Power 1,480,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,504,800 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) 13.9%

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

CUSIP No. 04538V104


	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 0

			6.		Shared Voting Power 640,611 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 640,611 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 640,611 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) 5.93%

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

Item 1.
	(a)	Name of Issuer Aspyra, Inc.
	(b)	Address of Issuer's Principal Executive Offices 26115-A Mureau Road Calabasas, CA 91302
Item 2.
	(a)	Name of Person Filing (i) Potomac Capital Management LLC; (ii) Potomac Capital Management Inc.;
	(b)	Address of Principal Business Office or, if none, Residence (i) and (ii) 825 Third Avenue, 33rd Floor New York, New York 10022
	(c)	Citizenship (i) New York (ii) New York

	(a)	Name of Person Filing Paul J. Solit
	(b)	Address of Principal Business Office or, if none, Residence 825 Third Avenue 33^rd Floor New York, New York 10022
	(c)	Citizenship US 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, no par value
	(e)	CUSIP Number 04538V104
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.
	(a)	Amount beneficially owned: 1,480,000
	(b)	Percent of class: 13.7%
	(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 1,480,000
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 1,480,000
Paul J. Solit
	(a)	Amount beneficially owned: 1,504,800
	(b)	Percent of class: 13.9%.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: 24,800
		(ii)	Shared power to vote or to direct the vote : 1,480,000
		(iii)	Sole power to dispose or to direct the disposition of : 24,800
		(iv)	Shared power to dispose or to direct the disposition of : 1,480,000
Potomac Capital Partners, LP
	(a)	Amount beneficially owned: 640,611
	(b)	Percent of class: 5.93%.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: 640,611
		(ii)	Shared power to vote or to direct the vote : 0
		(iii)	Sole power to dispose or to direct the disposition of : 640,611
		(iv)	Shared power to dispose or to direct the disposition of : 0



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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated this 17^th day of September, 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 September 17, 2007 among Potomac Capital Management LLC, Potomac Capital Management, Inc. and Paul J. Solit

EX-99 2 s11-7739_ex99a.htm EXHIBIT A Unassociated Document

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

EX-99 3 s11-7739_ex99b.htm EXHIBIT B Unassociated Document

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.

Dated: September 17, 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