SC 13G 1 s11-9043d_sc13g.txt SCHEDULE 13G SEC 1745 Potential persons who are to respond to the collection of information (02-02) contained in this form are not required to respond unless the form displays a currently valid OMB control number. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) 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) FEBRUARY 27, 2009 (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 5. SOLE VOTING POWER SHARES 637,511 shares of common stock BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 637,511 shares of common stock 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,511 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) 5.12% 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 5. SOLE VOTING POWER SHARES 738,689 shares of common stock BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 738,689 shares of common stock 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 738,689 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; 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 5. SHARES BENEFICIALLY OWNED BY EACH SHARES 24,800 shares of common stock BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 1,376,200 shares of common stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 24,800 shares of common stock 8. SHARED DISPOSITIVE POWER 1,376,200 shares of common stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,401,000 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) 11.26% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN; HC 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 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, 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 (A) AMOUNT BENEFICIALLY OWNED: 637,511 (B) PERCENT OF CLASS: 5.12% (C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 637,511 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 0 (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 637,511 Potomac Capital Management Inc. (A) AMOUNT BENEFICIALLY OWNED: 738,689 (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 738,689 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 0 (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 738,689 Paul J. Solit (A) AMOUNT BENEFICIALLY OWNED: 1,401,000 (B) PERCENT OF CLASS: 11.26% (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 1,376,200 (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 24,800 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 27th day of February, 2009 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 EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13G/A: Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G/A. Exhibit B Joint Filing Agreement dated February 27, 2009 among Potomac Capital Management LLC, Potomac Capital Management, Inc., and Paul J. Solit.