Unassociated Document

SEC 1745
(02-02)
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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
33rd 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
33rd 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 17th 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