SEC 1745  POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
          INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO
(02-02)   RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.






                                 UNITED STATES              OMB APPROVAL
                      SECURITIES AND EXCHANGE COMMISSION    OMB Number:
                                                            3235-0145
                            WASHINGTON, D.C. 20549          Expires: December
                                                            31, 2005
                                 SCHEDULE 13G               Estimated average
                                (RULE 13D-102)              burden hours per
                                                            response. . 11



             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                        *

                   ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    04301R405
                                 (CUSIP Number)

                                   MAY 9, 2005
             (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. 04301R405


     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                  0
BENEFICIALLY
OWNED BY           6.   SHARED VOTING POWER
EACH                    1,006,920
REPORTING
PERSON WITH        7.   SOLE DISPOSITIVE POWER
                        0

                   8.   SHARED DISPOSITIVE POWER
                        1,006,920




     9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,006,920

     10.    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            (SEE INSTRUCTIONS)  [ ]

     11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            8.86%

     12.    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            HC; OO (Limited Liability Company)






                                        2



                               CUSIP NO. 04301R405


     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                  0
BENEFICIALLY
OWNED BY           6.   SHARED VOTING POWER
EACH                    1,006,920
REPORTING
PERSON WITH        7.   SOLE DISPOSITIVE POWER
                        0

                   8.   SHARED DISPOSITIVE POWER
                        1,006,920




     9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,006,920

     10.    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            (SEE INSTRUCTIONS)  [ ]

     11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            8.86%

     12.    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            HC; CO



                                        3





                               CUSIP NO. 04301R405



     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

            New York


NUMBER OF          5.   SOLE VOTING POWER
SHARES                  0
BENEFICIALLY
OWNED BY           6.   SHARED VOTING POWER
EACH                    1,006,920
REPORTING
PERSON WITH        7.   SOLE DISPOSITIVE POWER
                        0

                   8.   SHARED DISPOSITIVE POWER
                        1,006,920




     9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,006,920

     10.    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            (SEE INSTRUCTIONS)  [ ]

     11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            8.86%

     12.    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            IN; HC



                                        4



ITEM 1.
           (A)  NAME OF ISSUER

                Artemis International Solutions Corporations

           (B)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

                4041 MacArthur Blvd, Suite 401
                Newport Beach, CA 92660
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)

                153 E. 53rd Street,
                26th 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, par value $0.001 per share

           (E)  CUSIP NUMBER
                04301R405


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.
           Paul J. Solit

           (A)  AMOUNT BENEFICIALLY OWNED:    1,006,920
                As of the date hereof, each Reporting Person may be deemed the
                beneficial owner of (i) 681,818 shares of Common Stock
                issuable upon conversion of shares of Series A Convertible
                Preferred Stock, par value $0.001, of the Company ("Preferred
                Stock"), (ii) 68,182 shares of Common Stock issuable upon
                exercise of warrants ("Initial Warrants"), (iii) 180,778
                shares of Common Stock purchased on the open market and
                (iv)76,142 shares of Common Stock issued on the exercise on
                January 10, 2005 of its additional 210-day warrants. The
                Preferred Stock was acquired in a privately negotiated
                transaction that was consummated on June 16, 2004 at a price
                of $2.20 per share. In connection with the issuance of the
                Preferred Stock, Potomac Capital received the Initial Warrants
                which have a five year term and an exercise price of $2.60 per
                share.
           (B)  PERCENT OF CLASS:    8.86%
           (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   1,006,920
                (iii)  SOLE POWER TO DISPOSE OR TO DIRECT THE
                       DISPOSITION OF                               0
                (iv)   SHARED POWER TO DISPOSE OR TO DIRECT THE
                       DISPOSITION OF                               1,006,920



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.




                                        5



                                    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 9th day of May, 2005





                                        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:

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 May 9, 2005 among Potomac Capital
           Management LLC, Potomac Capital Management, Inc. and Paul J. Solit