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.