**UNITED STATES SECURITIES ANDEXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

 

**FORM 10-KSB/A**

 

**Amendment No. 1**

 

**x**                              **ANNUAL REPORT UNDER SECTION 13 OR15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934.**

 

**For the fiscal year ended December 31, 2005.**

 

**OR**

 

**o****                                ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.**

 

**For the transition periodfrom                 to                 **

** **

**Commission file number 0-12551**

 

**ASPYRA, INC. formerly known as CREATIVE COMPUTERAPPLICATIONS, INC.**

(Name of Small Business Issuer in Its Charter)
| **California**                                       | ** ** | **95-3353465**       |
|------------------------------------------------------|------------|----------------------|
| (State or Other  Jurisdiction of                     |       | (I.R.S. Employer     |
| Incorporation or  Organization)                      |       | Identification  No.) |
|                                                 |       |                 |
| **26115-A  Mureau Road**                             | ** ** | ** **           |
| **Calabasas,  California**                           | ** ** | **91302**            |
| (Address of  Principal Executive Offices)            |       | (Zip Code)           |
|                                                 |       |                 |
| Issuer’s Telephone Number, Including Area Code: |       | **(818)  880-6700**  |

 

Securitiesregistered under Section 12(b) of the Exchange Act:  **None**

Securitiesregistered under Section 12(g) of the Exchange Act:

**Common Stock, no par value**

(Title of class)

Check whether the issueris not required to file reports pursuant to Section 13 or 15(d) of the ExchangeAct.

o

Check whether the issuer(1) filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that thesmall business issuer was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

Yes x             Noo

Check if there is nodisclosure of delinquent filers in response to Item 405 of Regulation S-Bcontained in this form, and no disclosure will be contained, to the best ofsmall business issuer’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB.

 

                             x

Indicate by check mark whether the small business issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).

           Yes o  No x

Issuer’s revenues for itsmost recent fiscal year ended December 31, 2005 were $ 7,205,757

As ofMarch 30, 2006, the aggregate market value of the voting and non-voting commonequity held by non-affiliates of the Company was approximately $12,745,265

As ofMarch 30, 2006, the Company had 8,489,400 shares of its common stockoutstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portionsof the Company’s Fiscal 2005 Definitive Proxy Statement, which will be filedwithin 120 days of the end of the Company’s fiscal year, are herebyincorporated by reference into Items 10, 11, 12 of Part III of this report.

Transitional SmallBusiness Disclosure Format (check one):

Yes o             Nox

 

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**Explanatory Note**

Aspyra, Inc. is filingthis Amendment No. 1 to its Annual Report on Form 10-KSB to revise theinformation provided under Item 8A. “Controls and Procedures.” The only itemsfiled herewith are Item 8A, the signature page, the consent of our independentregistered public accounting firm and the certifications required by Rule13a-14(a) of the Securities Exchange Act of 1934, as amended and 18 U.S.C.Section 1350. With the exception of the foregoing, no other information in theAnnual Report on Form 10-KSB for the year ended December 31, 2005 has beensupplemented, updated or amended.

**Item 8A.  Controls and Procedures**

Attached as exhibits tothis Annual Report on Form 10-KSB are certifications of ASPYRA’s ChiefExecutive Officer and Chief Financial Officer, which are required in accordancewith Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). This “Controls and Procedures” section includes information concerningthe controls and controls evaluation referred to in the certifications.  This section should be read in conjunctionwith the certifications for a more complete understanding of the topicspresented.

**Evaluationof Disclosure Controls and Procedures**

The Company’s management,with the participation of the Chief Executive Officer and Chief FinancialOfficer, conducted an evaluation of the effectiveness of the Company’sdisclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e),as of the end of the period covered by this Form 10-KSB.  Based on that evaluation, our Chief ExecutiveOfficer and Chief Financial Officer concluded that, as of December 31, 2005,our disclosure controls and procedures are effective to providereasonable assurance that information required to be disclosed by us in thereports that we file or submit under the Exchange Act (i) is recorded,processed, summarized and reported within the time periods specified in theSecurities and Exchange Commission rules and forms, and (ii) is accumulated andcommunicated to our management, including our Chief Executive Officer and ChiefFinancial Officer, as appropriate, to allow timely decisions regarding requireddisclosure.

**Changesin Internal Control over Financial Reporting**

Therewas no change in our internal control over financial reporting that occurredduring the fiscal quarter ended December 31, 2005, that has materiallyaffected, or is reasonably likely to materially affect, our internal controlover financial reporting.

2

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SIGNATURES

In accordance with Section 13 or 15(d) of the ExchangeAct, the small business issuer caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.
|                               | ASPYRA, INC. |
|-------------------------------|--------------|
|                          |         |   |
|                          |         |   |
| Dated:   August 31, 2006 | By:          |   |
|                          |         | /S/ Steven M. Besbeck |   |
|                          |         | Steven M. Besbeck, |
|                          |         | President, and Chief Executive Officer |

 

In accordance with theExchange Act, this report has been signed below by the following persons onbehalf of the small business issuer and in the capacities and on the datesindicated.
| **Signatures**               | ** ** | **Title**                                    | ** **                               | **Date** |
|------------------------------|------------|----------------------------------------------|------------------------------------------|----------|
|                         |       |                                         |                                     |     |
| /S/ Steven M.  Besbeck       |       |                                         | Chairman, President, and Chief Executive |     | August 31, 2006 |
| Steven M.  Besbeck           |       | Officer (principal executive officer)        |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ Bruce M.  Miller         |       |                                         | Chief Technology Officer                 |     | August 31, 2006 |
| Bruce M. Miller              |       |                                         |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ James R.  Helms          |       |                                         | Chief Operations Officer                 |     | August 31, 2006 |
| James R. Helms               |       |                                         |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ Anahita  Villafane       |       |                                         | Chief Financial Officer and Secretary    |     | August 31, 2006 |
| Anahita  Villafane           |       | (principal accounting and financial officer) |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ William W.  Peterson     |       |                                         | Chief Sales and Marketing Officer        |     | August 31, 2006 |
| William W.  Peterson         |       |                                         |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ Samuel G.  Elliott       |       |                                         | Chief International Officer              |     | August 31, 2006 |
| Samuel G.  Elliott           |       |                                         |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ Lawrence S.  Schmid      |       |                                         | Director                                 |     | August 31, 2006 |
| Lawrence S.  Schmid          |       |                                         |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ Robert S.  Fogerson, Jr. |       |                                         | Director                                 |     | August 31, 2006 |
| Robert S.  Fogerson, Jr.     |       |                                         |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ Norman R.  Cohen,        |       |                                         | Director                                 |     | August 31, 2006 |
| Norman R. Cohen              |       |                                         |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ Bradford G.  Peters,     |       |                                         | Director                                 |     | August 31, 2006 |
| Bradford G.  Peters          |       |                                         |                                     |     |
|                         |       |                                         |                                     |     |
| /S/ C. Ian  Sym-Smith,       |       |                                         | Director                                 |     | August 31, 2006 |
| C. Ian Sym-Smith             |       |                                         |                                     |     |

 

3

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**Exhibit Index**

 

The following documentsare filed as exhibits to this registration statement:

 
| 2.  | 1   |   | (1)       |   | Agreement and Plan of  Reorganization, dated August 16, 2005, by and among Creative Computer  Applications, Inc., StorCOMM, Inc. and Xymed.com, Inc.         |
|-----|-----|--------|-----------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.  | 1.1 |   | (1)       |   | Agreement and Plan of  Reorganization Side Letter, dated October 20, 2005, by and among Creative  Computer Applications, Inc., StorCOMM, Inc. and Xymed.com, Inc. |
| 2.  | 2   |   | (2)       |   | Asset Purchase  Agreement.                                                                                                                                        |
| 3.  | 1   |   | (3)       |   | Restated Articles of  Incorporation, as Amended.                                                                                                                  |
| 3.  | 2   |   | (1)       |   | Form of Amendment  to the Restated Articles of Incorporation.                                                                                                |
| 3.  | 3   |   | (3)       |   | By-Laws, as amended.                                                                                                                                              |
| 4.  | 1   |   | (3)       |   | Specimen Share Certificate.                                                                                                                                       |
| 4.  | 2   |   | (4)       |   | Specimen Warrant  Certificate.                                                                                                                                    |
| 4.  | 3   |   | (4)       |   | Form of  Underwriter’s Warrant.                                                                                                                         |
| 4.  | 4   |   | (3)† |   | 1982 Non-Qualified  Stock Option Plan.                                                                                                                            |
| 4.  | 5   |   | (4)† |   | 1982 Incentive Stock  Option Plan, as amended.                                                                                                                    |
| 4.  | 6   |   | (2)† |   | 1992 Incentive Stock  Option Plan.                                                                                                                                |
| 4.  | 7   |   | (5)† |   | 1992 Non-Qualified  Stock Option Plan.                                                                                                                            |
| 4.  | 8   |   | (6)† |   | 1997 Stock Option Plan.                                                                                                                                           |
| 4.  | 9   |   | (2)       |   | Warrant Agreement and  Warrant Certificate between Creative Computer Applications, Inc. and Western  States Pharmacy Consultants, Ltd.                            |
| 4.  | 10  |   | (2)       |   | Warrant Agreement and  Warrant Certificate between Creative Computer Applications, Inc. and James  L.D. Roser.                                                    |
| 4.  | 11  |   | (2)       |   | Warrant Agreement and  Warrant Certificate between Creative Computer Applications, Inc. and The  Roser Partnership.                                               |
| 4.  | 12  |   | (2)       |   | Warrant Agreement and  Warrant Certificate between Creative Computer Applications, Inc. and  Epigen, Inc.                                                    |
| 4.  | 13  |   | (7)       |   | Registration Rights  Agreement.                                                                                                                                   |
| 4.  | 14  |   | (1)       |   | Form of Warrant.                                                                                                                                             |
| 4.  | 15  |   | (1)       |   | Registration Rights  Agreement, dated August 18, 2005.                                                                                                            |
| 4.  | 16  |   | (1)       |   | 2005 Equity Incentive  Plan.                                                                                                                                      |
| 10. | 1   |   | (4)       |   | Warrant Agreement.                                                                                                                                                |
| 10. | 2   |   | (4)       |   | The Company’s product  warranties.                                                                                                                           |
| 10. | 3   |   | (4)† |   | Bruce Miller Employment  Agreement.                                                                                                                               |
| 10. | 4   |   | (4)† |   | Steven M. Besbeck  Employment Agreement.                                                                                                                          |
| 10. | 5   |   | (3)       |   | 14% Subordinated  Convertible Debenture due December 21, 1987.                                                                                               |
| 10. | 6   |   | (3)       |   | Form of 1983  Warrants.                                                                                                                                      |
| 10. | 7   |   | (3)       |   | Form of 1982  Warrant.                                                                                                                                       |
| 10. | 8   |   | (4)       |   | Original Equipment  Manufacturer Contracts.                                                                                                                       |
| 10. | 9   |   | (4)       |   | Michael Miller  Consulting Agreement.                                                                                                                             |
| 10. | 10  |   | (4)       |   | Boehringer Mannheim  (Canada) Joint Marketing Agreement.                                                                                                          |
| 10. | 12  |   | (8)       |   | Lease for Premises at  26664 Agoura Road, Calabasas, California.                                                                                                  |
| 10. | 13  |   | (8)       |   | SAC Shareholders’  Agreement.                                                                                                                                |
| 10. | 14  |   | (7)       |   | Lease for Premises at  26115-A Mureau Road, Calabasas, California.                                                                                                |
| 10. | 15  |   | (7)       |   | Mission Park Agreement.                                                                                                                                           |
| 10. | 16  |   | (9)† |   | Change in Control  Agreements, by and between Creative Computer Applications, Inc. and  Steven M. Besbeck, dated February 7, 2005.                      |
| 10. | 17  |   | (9)† |   | Change in Control  Agreements, by and between Creative Computer Applications, Inc. and  Bruce M. Miller, dated February 7, 2005.                        |
| 10. | 18  |   | (9)† |   | Change in Control  Agreements, by and between Creative Computer Applications, Inc. and  James R. Helms, dated February 7, 2005.                         |

 

4

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| 10. | 19 |   | (10)† |   | Employment Agreement,  by and between Creative Computer Applications, Inc. and Samuel G.  Elliott, dated October 1, 2005.                                                           |
|-----|----|--------|------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10. | 20 |   | (10)† |   | Employment Agreement,  by and between Creative Computer Applications, Inc. and William W.  Peterson, dated October 1, 2005.                                                         |
| 10. | 21 |   | (10)       |   | Shareholder Support  Agreement, by and among StorCOMM, Inc., Steven M. Besbeck, Bruce M.  Miller and James R. Helms, dated September 29, 2005.                            |
| 10. | 22 |   | (10)       |   | Stockholder Support  Agreement, by and among Creative Computer Applications, Inc.,  Xymed.com, Inc., Giving Productively, Inc. and TITAB, LLC, dated  September 29, 2005. |
| 10. | 23 |   | (1)        |   | Common Stock and  Warrant Purchase Agreement, dated August 18, 2005.                                                                                                                |
| 10. | 24 |   | (10)       |   | Option Agreement Side  Letter, by and between Creative Computer Applications, Inc. and  StorCOMM, Inc., dated October 20, 2005.                                                |
| 10. | 25 |   | (10)       |   | Promissory Note dated  September 29, 2005.                                                                                                                                               |
| 14. | 1  |   | **         |   | Code of Ethics.                                                                                                                                                                          |
| 21. | 1  |   | (10)       |   | Subsidiaries of the  Registrant.                                                                                                                                                         |
| 23. | 1  |   | *          |   | Consent of BDO Seidman,  LLP.                                                                                                                                                            |
| 31. | 1  |   | *          |   | Certification of Chief  Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                     |
| 31. | 2  |   | *          |   | Certification of Chief  Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                    |
| 32. | 1  |   | *          |   | Certification of Chief  Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                     |
| 32. | 2  |   | *          |   | Certification of Chief  Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                    |

 

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| (1)          |   | Included as an Annex to  the joint proxy statement/prospectus that is part of the Company’s  Registration Statement on Form S-4, originally filed on October 3, 2005, SEC  File No. 333-128795. |
|--------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)          |   | Previously filed as an  exhibit to the Company’s Form 8-K dated October 21, 1992.                                                                                                               |
| (3)          |   | Previously filed as an  exhibit to the Company’s Registration Statement on Form S-18 dated  September 22, 1983, SEC File No. 2- 85265.                                                |
| (4)          |   | Previously filed as an  exhibit to the Company’s Registration Statement on Form S-1 dated  October 1, 1985 SEC File No. 2-99878.                                                           |
| (5)          |   | Previously filed as an  addendum to the Company’s Proxy Statement and Notice of Annual Meeting of  Shareholders dated April 10, 1992.                                                           |
| (6)          |   | Previously filed as an  exhibit to the Company’s Proxy Statement and Notice of Annual Meeting of  Shareholders dated March 24, 1997.                                                            |
| (7)          |   | Previously filed as an  exhibit to the Company’s Form 10-K for the year ended August 31, 1992.                                                                                             |
| (8)          |   | Previously filed as an  exhibit to the Company’s Form 10-K for the year ended August 31, 1986.                                                                                             |
| (9)          |   | Form of Change in  Control Agreement previously filed as an exhibit to the Company’s Form 8-K  dated February 9, 2005.                                                                          |
| (10)         |   | Previously filed as an  exhibit to the Company’s Registration Statement on Form S-4, originally filed  on October 3, 2005 (SEC File No. 333-128795).                                            |
|  † |   | Executive compensation  plans and arrangements.                                                                                                                                                      |
| *            |   | Filed herewith.                                                                                                                                                                                      |
| **           |   | Previously filed with  the Company’s Annual Report on Form 10-KSB, for the year ended December 31,  2005, as originally filed on April 17, 2006.                                                |

 

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