s22-9598_potomac.htm

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

Numerex Corp.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

67053A102

(CUSIP Number)

February 22, 2010

(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. 553531104

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 581,007 shares of common stock(1)

Beneficially

Owned by 6. Shared Voting Power

Each 0

Reporting

Person With 7. Sole Dispositive Power

581,007 shares of common stock(1)

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person

581,007 shares of common stock(1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions) [ ]

11. Percent of Class Represented by Amount in Row (9)

3.9% (2)

12. Type of Reporting Person (See Instructions)

HC; OO (Limited Liability Corporation)

---------------------------

(1) Potomac Capital Management LLC may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Potomac Capital Partners, LP. 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) Based on 14,856,858 shares of common stock of Numerex Corp. outstanding as of November 5, 2009.

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

Delaware

Number of 5. Sole Voting Power

Shares 129,142 shares of common stock(3)

Beneficially

Owned by 6. Shared Voting Power

Each 0

Reporting

Person With 7. Sole Dispositive Power

129,142 shares of common stock(3)

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person

129,142 shares of common stock(3)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions) [ ]

11. Percent of Class Represented by Amount in Row (9)

0.9%(4)

12. Type of Reporting Person (See Instructions)

HC; CO

---------------------------

(3) Potomac Capital Management Inc. may be deemed to hold an indirect beneficial

interest in these shares, which are directly beneficially owned by Potomac Capital

International Ltd. and Pleiades Investment Partners-R, LP. Potomac Capital

Management Inc. is the General Partner of both Potomac Capital International Ltd

and Pleiades Investment Partners-R, LP. Mr. Paul J. Solit is the Managing Member

of Potomac Capital Management Inc.

(4) Based on 14,856,858 shares of common stock of Numerex Corp. outstanding

as of November 5, 2009.

1. Names of Reporting Persons. I.R.S. Identification Nos. of above

persons (entities only)

Potomac Capital Management II, LLC.

26-2667126

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

Delaware

Number of 5. Sole Voting Power

Shares 35,100 shares of common stock(5)

Beneficially

Owned by 6. Shared Voting Power

Each 0

Reporting

Person With 7. Sole Dispositive Power

35,100 shares of common stock(5)

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person

35,100 shares of common stock(5)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions) [ ]

11. Percent of Class Represented by Amount in Row (9)

.02%(6)

12. Type of Reporting Person (See Instructions)

HC; OO (Limited Liability Corporation)

---------------------------

(5) Potomac Capital Management II, LLC may be deemed to hold an indirect beneficial interest

in these shares, which are directly beneficially owned by Potomac Capital Partners II, LP.

Potomac Capital Management II, LLC is the General Partner of Potomac Capital Partners II, LP.

Mr. Paul J. Solit is the Managing Member of Potomac Capital Management II, LLC.

(6) Based on 14,856,858 shares of common stock of Numerex Corp. outstanding as

of November 5, 2009.

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. Citizen

Number of 5. Sole Voting Power

Shares 315,812 shares of common stock

Beneficially

Owned by 6. Shared Voting Power

Each 745,249 shares of common stock

Reporting

Person With 7. Sole Dispositive Power

315,812 shares of common stock

8. Shared Dispositive Power

745,249 shares of common stock

9. Aggregate Amount Beneficially Owned by Each Reporting Person

1,061,061 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)

7.1%(4)

12. Type of Reporting Person (See Instructions)

IN; HC

---------------------------

4) Based on 14,856,858 shares of common stock of Numerex Corp. outstanding as of

November 5, 2009.

Item 1.

(a) Name of Issuer

NUMEREX CORP.

(b) Address of Issuer's Principal Executive Offices

1600 Parkwood Circle Suite 200

Atlanta, GA 30339-2119

Item 2.

(a) Name of Person Filing

Potomac Capital Management LLC

(b) Address of Principal Business Office or, if none, Residence

825 Third Avenue

33rd Floor

New York, New York 10022

Limited Liability Company formed under the laws of the State of

New York.

(a) Name of Person Filing

Potomac Capital Management Inc.

(b) Address of Principal Business Office or, if none, Residence

825 Third Avenue

33rd Floor

New York, New York 10022

Corporation formed under the laws of the State of Delaware.

(a) Name of Person Filing

Potomac Capital Management II LLC

(b) Address of Principal Business Office or, if none, Residence

825 Third Avenue

33rd Floor

New York, New York 10022

Limited Liability Company formed under the laws of the State of

Delaware.

(a) Name of Person Filing

Paul J. Solit

(b) Address of Principal Business Office or, if none, Residence

c/o Potomac Capital Management LLC

825 Third Avenue

33rd Floor

New York, New York 10022

U.S. Citizen

(d) Title of Class of Securities

Class A Common Stock, no par value

(e) CUSIP Number

67053A102

Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or

240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;

(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;

the Exchange Act;

(d) [ ] Investment company registered under Section 8 of the

Investment Company Act;

(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

(h) [ ] A savings association as defined in Section 3(b) of

the Federal Deposit Insurance Act;

(i) [ ] A church plan that is excluded from the definition of

an investment company under Section 3(c)(14) of the Investment

Company Act;

(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

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:

581,007

(b) Percentage of class:

3.9%

(i) Sole power to vote or to direct the vote:

581,007

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

581,007

Potomac Capital Management Inc.

(a) Amount beneficially owned:

129,142

(b) Percentage of class:

0.9%

(i) Sole power to vote or to direct the vote:

129,142

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition:

129,142

Potomac Capital Management II LLC

(a) Amount beneficially owned: 35,100

(b) Percentage of class: .02%

(i) Sole power to vote or to direct the vote:

35,100

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition:

35,100

Paul J. Solit

(a) Amount beneficially owned:

1,061,061

(b) Percentage of class:

7.1%

(i) Sole power to vote or to direct the vote:

315,812

(ii) Shared power to vote or to direct the vote:

745,249

(iii) Sole power to dispose or to direct the disposition:

315,812

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 its knowledge and belief,

the undersigned certify that the information set forth in this statement is

true, complete and correct.

Dated this 2nd day of March, 2010

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

POTOMAC CAPITAL MANAGEMENT II LLC

By: /s/ Paul J. Solit

--------------------------------

Paul J. Solit, Managing Member

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 March 2, 2010 among Potomac

Capital Management LLC, Potomac Capital Management II LLC,

Potomac Capital Management, Inc., and Paul J. Solit.