Edgar Filing: ASPYRA INC

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/A (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)

May 19, 2008

(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 640,611 shares of common stock

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 640,611 shares of common stock

			8.		Shared Dispositive Power 0

	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) 5.15%

	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 839,389 shares of common stock

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 839,389 shares of common stock

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 839,389 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) 6.75%

	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 shares of common stock

			6.		Shared Voting Power 1,480,000 shares of common stock

			7.		Sole Dispositive Power 24,800 shares of common stock

			8.		Shared Dispositive Power 1,480,000 shares of common stock

	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) 12.10%

	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: 640,611
	(b)	Percent of class: 5.15%
	(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

Potomac Capital Management Inc.
	(a)	Amount beneficially owned: 839,389
	(b)	Percent of class: 6.75%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 839,389
		(ii)	Shared power to vote or to direct the vote 0
		(iii)	Sole power to dispose or to direct the disposition of 839,389

Paul J. Solit
	(a)	Amount beneficially owned: 1,504,800
	(b)	Percent of class: 12.10%
	(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



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 22^nd day of May, 2008




	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 May 22, 2008 among Potomac Capital Management LLC, Potomac Capital Management, Inc., and Paul J. Solit.