8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported):  August 1, 2011

MACROSOLVE, INC.

(Exact name of registrant as specified in its charter)

Oklahoma	333-150332	73-1518725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1717 South Boulder Ave. Suite 700, Tulsa, Oklahoma 74119

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 280-8693

Copy of correspondence to:

Gregory Sichenzia, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Tel:  (212) 930-9700   Fax:  (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Steve Signoff

Effective August 1, 2011, MacroSolve, Inc. (the “Company”) appointed Steve Signoff as the Company’s Chief Executive Officer.  Since October 2010, Mr. Signoff has been the Chief Executive Officer of Mobile USA, a New York-based mobile roaming company.  Between December 2007 and October 2010, Mr. Signoff was the Chief Sales and Marketing Officer for One Communications, a Boston-based leading competitive local exchange carrier that was acquired by EarthLink, Inc. in 2010.  Between June 2007 and February 2009, Mr. Signoff was the Chairman and Chief Executive Officer of IDPSi, a New York-based provider of two way caller identification protection service.  Between 1989 and September 2006, Mr. Signoff worked for Sprint Corporation, including as VP Strategic Marketing, Business Development, Alliances & Strategy (2002-2006), President – Spring Enterprise Mobility, Inc. (September 2005-May 2006), VP/General Manager of Sprint Europe (2001-2002), President (acting) of Sprint International (2000-2001), VP International Marketing & Channel Management (1999-2000), VP/General Manager of Puerto Rico and Hawaii (1999) and VP Strategic Business Development and Strategy (1998-1999).  Mr. Signoff holds a Bachelor of Arts Degree in Business from Avila University.

Effective August 1, 2011, the Company entered into an employment agreement (the “Agreement”) with Mr. Signoff to serve as Chief Executive Officer.  The Agreement can be terminated at any time by either party upon 60 days prior written notice.  The base salary under the Agreement is initially $330,000, which shall be paid in cash, shares of the Company’s common stock (“Common Stock”) and notes payable.  Mr. Signoff will receive an initial salary of at least $50,000 per annum in cash (“Cash Salary”), notes payable (the “Notes”) in an amount equal to the difference between $180,000 per annum (the “Target”) and the Cash Salary, and shares of Common Stock equal to the difference between the annual salary and the Target.  The notes will accrue interest at a rate of 4% per annum and payment of outstanding Notes will be done quarterly as funds become available, as determined by the Executive Committee of the Board of Directors (the “Executive Committee”).  The Company will pay $2,000 a month for one year for the rental of a condominium in Tulsa, Oklahoma, which amount will be counted as part of the Cash Salary.  The Company shall increase the amount of the Cash Salary as cash is available, as determined by the Executive Committee, until $330,000 per annum is paid.  After the calendar quarter when Mr. Signoff is paid at a rate of $330,000 per annum in cash, the annual salary will increase to $350,000 per annum, payable in cash.

Mr. Signoff received 100,000 shares of Common Stock as a signing bonus.  As well, Mr. Signoff is entitled to receive options to purchase 1,500,000 shares of the Company’s Common Stock, exercisable at $0.50 per share, which shall vest as follows:

(a) Three hundred thousand (300,000) shares upon the Company’s common stock trading at or above $1.00 per share for five consecutive trading days;

(b) Three hundred thousand (300,000) shares upon the Company’s common stock trading at or above $2.00 per share for five consecutive trading days;

(c) Three hundred thousand (300,000) shares upon the Company’s common stock trading at or above $3.00 per share for five consecutive trading days;

(d) Three hundred thousand (300,000) shares upon the Company’s common stock trading at or above $4.00 per share for five consecutive trading days; and

(e) Three hundred thousand (300,000) shares upon the Company’s common stock trading at or above $5.00 per share for five consecutive trading days.

In addition, Mr. Signoff is entitled to participate in any and all benefit plans, from time to time, in effect for the Company’s employees, along with vacation, sick and holiday pay in accordance with its policies established and in effect from time to time.

A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

Resignation of Clint Parr

Effective August 1, 2011 and in conjunction with the appointment of Mr. Signoff, Clint Parr resigned as our Chief Executive Officer.  Mr. Parr remains as our President and a member of the Board of Directors.

ITEM 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

10.01 Employment Agreement, effective August 1, 2011, by and between MacroSolve, Inc. and Steve Signoff.

99.01 Press Release of MacroSolve, Inc., dated August 3, 2011.

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SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MACROSOLVE, INC.
Date:  August 3, 2011	By:	/s/ KENDALL CARPENTER
		Kendall Carpenter
		Chief Financial Officer

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EX-10.01

Exhibit 10.01

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into between MacroSolve Inc., an Oklahoma corporation (hereinafter "MacroSolve"), and Steve Signoff of(hereinafter "Employee").

WHEREAS, MacroSolve desires to employ Employee as its Chief Executive Officer and Employee desires to be so employed by MacroSolve upon mutually acceptable terms.

IT IS THEREFORE AGREEDthat MacroSolve shall employ Employee, and Employee agrees to be employed by MacroSolve upon the following terms and conditions and beginning August 1,, 2011 (the "Effective Date"):

1.  Employee's Obligations:  Employee shall serve as the Chief Executive Officer of MacroSolve beginning on the Effective Date.    Employee's services shall be performed under the supervision and direction of the Board of Directors of MacroSolve.

Throughout the term of this contract, Employee agrees to devote such time and effort toward the accomplishment of the goals of MacroSolve as may be necessary for their attainment.  It is anticipated that the Employee will work full time in this capacity performing services as are necessary or desirable for the best interests of MacroSolve.  All services performed by Employee shall be done in a professional manner, consistent with Employee's skill, expertise and the standards of good business practice.

During the term of this Agreement, Employee shall conscientiously perform the duties designated herein, and Employee may not undertake any other employment for compensation during the term of this Agreement without the prior written consent of MacroSolve's Board of Directors.

Employee shall provide an office for himself to perform work for MacroSolve in his home in Florida at no cost to MacroSolve.  Employee shall be paid as a permanent resident of Florida.  MacroSolve is responsible for any income tax Employee may incur due to MacroSolve providing him a Yorktown Condo during the first year of his employment per item 2 below.

2.  MacroSolve's Obligations:  In addition to the specific obligations as otherwise explicitly or implicitly contained herein, MacroSolve shall provide Employee with such materials and supplies, and other support or assistance necessary for Employee to provide the services required pursuant to this Agreement.  MacroSolve's Board of Directors shall provide to Employee such input and assistance as it deems helpful to guide and direct Employee in providing the services required pursuant to this Agreement.  MacroSolve will pay the rental of a condo at the Yorktown Condominiums in Tulsa, Oklahoma (the "Condo"), for Employee's benefit at a rate of $2,000 per month for one year beginning on or before the Effective Date.  Additionally, MacroSolve shall pay Employee a Signing Bonus on the Effective Date consisting of 100,000 shares of MacroSolve Stock, the certificate(s) for which shall bear a standard Rule 144 restrictive legend as shall all Stock issued pursuant to this Agreement.

3.  Compensation:  MacroSolve agrees to pay Employee an annual salary of $350,000 attained in stages as follows:

(a) Initial target annual salary of $330,000 per annum paid in cash and shares of MacroSolve adjusted as set forth below until compensation is paid $350,000 in cash and zero in share compensation.

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(b) MacroSolve shall pay a minimum initial salary of $50,000 per annum in cash, issue notes for the cash shortfall from target, and pay the balance in shares.  The rental of the Condo as set forth above shall be included in the value of compensation.  Notes will be issued annually by MacroSolve covering the difference between cash compensation target of $180,000 per annum and the actual cash compensation including the Condo rental.  All such notes will be unsecured and accrue interest at a rate of 4% per annum.  Payment of any such note(s) will occur quarterly as funds are available from MacroSolve cash flow (including all sources of cash except 25% of the patent settlement recoveries) as determined by MacroSolve's Executive Committee of the Board of Directors, which shall review Employee's cash compensation quarterly and increase the cash compensation as funds are available to support added cash compensation.

(c)  MacroSolve shares issued as compensation will be issued quarterly with the number of shares to be determined by the Executive Committee utilizing the volume weighted average trading price for the three trading days preceding the end of each calendar quarter (the “three day VWAP”).

(d)  As cash is available in the determination of the Executive Committee, Employee's share compensation will be reduced and cash compensation increased until $330,000 per annum is paid as cash compensation.  At the end of the first calendar quarter during which cash compensation is paid at a $330,000 per annum rate and share compensation is zero, cash compensation shall be increased to $350,000 per annum.

4.  Stock Options:  MacroSolve shall deliver Options to purchase one million five hundred thousand incentive shares of its Stock to Employee at a Strike Price of 50 cents per share, such Options to expire if not exercised in five years from the respective date of delivery and all unvested Options forfeited upon the termination of Employee's employment.  Such Options shall vest as follows:

(a)  An option for 300,000 shares shall vest when MacroSolve's publicly traded shares trade at or over $1.00 per share for five consecutive trading days.

(b)  300,000 shares vest when MacroSolve's publicly traded shares trade at or over $2.00 per share for five consecutive trading days.

(c)  300,000 shares vest when MacroSolve's publicly traded shares trade at or over $3.00 per share for five consecutive trading days.

(d)  300,000 shares vest when MacroSolve's publicly traded shares trade at or over $4.00 per share for five consecutive trading days.

(e)  300,000 shares vest when MacroSolve's publicly traded shares trade at or over $5.00 per share for five consecutive trading days.

The vesting price per share shall be adjusted for stock splits, if any, which may occur during the term of this Agreement.

5.  Benefits:  Employee's benefits will be the standard benefits offered to all employees of MacroSolve as listed on Exhibit "A" attached hereto with the following exceptions:

(a)  Employee shall vacation benefits equal to those enjoyed by other officers of MacroSolve.

(b)  MacroSolve will pay Employee's documented relocation costs incurred in the first 12 months of employment.  This includes relocation to Tulsa as well as relocation away from Tulsa in the case of employment separation during this time period.

6.  Term and Termination:  Either party may terminate this Agreement at any time upon sixty (60) days written notice to the other party.  This is an "at will" employment contract.

7.  Additional Agreements:  MacroSolve and Employee mutually agree:

(a)  That deductions authorized by law or policy shall be made by MacroSolve from monthly installments of the employee compensation due the Employee as set forth herein.

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(b)  Notwithstanding any specification or reference herein, in his management of MacroSolve, Employee shall follow and be subject to all applicable laws of the federal and state governments, and any and all duly adopted policies, rules and regulations of MacroSolve.

(c.)  On or before the Effective Date, Employee shall execute all of MacroSolve's standard employment documents including, but not limited to, the Confidentiality Agreement attached hereto as Exhibit "B".

8.  Miscellaneous Provisions:

Assignment:  Neither party shall have the right to assign its duties and rights under this Agreement without the express, prior, written consent of the other party.

Non-Waiver:  The failure of either party to enforce, at any time, or for any period of time, any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party to enforce each and every provision of the Agreement in the future.

Severability:  If any of the provisions of this Agreement shall be or become invalid or illegal under any provision of applicable law, the remainder of this Agreement shall not be affected.

Information:  The parties hereto agree that each has received such information about the other and has received such counseling, advice and assistance as they deem necessary or appropriate for entering into this Agreement.

9.  Governing Law:  This Agreement shall be governed by the laws of the State of Oklahoma, and should any dispute arise with regard to the terms hereof, the sole venue for such dispute shall be the District Court of Tulsa County, State of Oklahoma.

10.  Entire Agreement:  This Agreement constitutes the entire agreement between the parties hereto the terms hereof may not be modified or amended except in writing in a document signed by the party against whom any such modification or amendment is asserted.

11.  Notices:  All communications required or permitted under this Agreement shall be in writing, addressed as follows:

If to MacroSolve:	If to Employee:
MacroSolve, Inc.	Steve Signoff
1717 South Boulder, Suite 700
Tulsa, Oklahoma 74119
Attention: Chief Financial Officer

THIS AGREEMENT shall be binding upon and inure to the benefit of the successors and assigns of the parties.

Dated the ________day of July, 2011.

MacroSolve Inc.	Employee:
By: /s/ HOWARD JANZEN	/s/ STEVE SIGNOFF
Howard Janzen	Steve Signoff
Chairman of the Board of Directors

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EXHIBIT A

STANDARD EMPLOYEE BENEFITS

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EXHIBIT B

STANDARD EMPLOYMENT DOCUMENTS

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EX-99.01

Exhibit 99.01

MacroSolve Appoints Experienced Telecom Leader,

Steve Signoff, as CEO and Board Member

TULSA, Okla., August 3, 2011 – MacroSolve, Inc. (OTCPK:MCVE) (OTCQB:MCVE) (“MacroSolve” or the “Company”), a leading provider of mobile technologies, apps and solutions for business, today announced it has appointed a new Chief Executive Officer, Steve Signoff, to lead the Company’s revenue growth. Mr. Signoff also joins the Company’s Board of Directors. He is a 20-year seasoned sales, marketing, and executive leader with Fortune 250 and Fortune 1000 companies including Sprint and One Communications, as well as serving as a start-up CEO.

Mr. Signoff joins MacroSolve at a time when the Company is building multiple national sales channels to market and sell its patented suite of mobile apps. Clint Parr, who has served as President and CEO of MacroSolve, will remain as President and focus on the operational execution of the Company’s growth.

“I believe MacroSolve’s investments and visionary platform development have poised the Company for growth, with timing and market demand on our side.  Now is the time to leverage our technology, strong management team and exceptional board members to drive expanding market share in the mobile app space,” stated MacroSolve CEO, Steve Signoff.

“Steve is the kind of CEO we need to lead MacroSolve’s evolution into our next stage of growth. We will be working closely together to capture revenue opportunities by continuing to develop and distribute innovative products into the mobile apps space,” stated MacroSolve’s President, Clint Parr.

“Both Steve and our new chairman, Howard Janzen, have followed the evolution of mobility for a decade and have kept current with MacroSolve. They saw MacroSolve as perfectly positioned to take advantage of the explosion in the growth of mobility and were happy to have the opportunity to jump on board.  The addition of Steve and Howard marks the beginning of strategically selecting new talent at the appropriate time to address the new opportunities that MacroSolve will face,” stated Jim McGill, Vice Chairman of MacroSolve. “Our issue now is speed to market with our major partners as part of a strategy to quickly capture the high ground in several vertical markets. The synergistic talents of Steve Signoff and Clint Parr will accelerate the capture of that high ground.”

Mr. Signoff was most recently Chief Sales and Marketing Officer of One Communications, the largest privately-held, multi-regional integrated telecommunications solutions provider in the United States. He led the company’s sales and marketing organization driving revenue via direct, indirect and wholesale channels in the B2B marketplace.

At Sprint, Mr. Signoff served in leadership positions including assignments as VP of marketing, strategic business development and held P&L accountability for domestic and international businesses. Establishing new markets with accountability from development to post-launch was a key responsibility.

Other positions held by Mr. Signoff during his Sprint career included Vice President of the company’s international business unit as well as Vice President of its European operations. He also served on behalf of Sprint as an executive marketing consultant to the Small Business Division of France Telecom in Paris.  His duties included developing business telecommunications markets in Europe, and entrepreneurial ventures in Spain and Italy.

Mr. Signoff holds a Bachelor of Arts degree having graduated cum laude in business with a major in finance and a minor in economics. He has completed additional post-graduate courses in business development negotiating, marketing and strategic planning with Harvard Law School, Columbia University and the University of Michigan.

He has served on the boards of Vumber, Intelig in Rio de Janeiro, Brazil; Barak in Tel Aviv, Israel; and nonprofit boards including The Kansas City Zoo, the Sprint Foundation and CASA.

About MacroSolve

MacroSolve, Inc. is a pioneer in delivering mobile apps, technologies, and solutions to businesses and government. Founded in 1997, the Company has an extensive network including the top name brands in wireless hardware and software as well as wireless carriers. Leveraging its intellectual property portfolio, MacroSolve is positioned to become a leader in the mobile app space, projected to become a $17.5 billion market by 2012 according to Chetan Sharma Consulting. The Company operates through its subsidiaries including Anyware Mobile Solutions (http://www.goanyware.com) and Illume Mobile (http://www.illumemobile.com). For more information, visit MacroSolve (http://www.macrosolve.com) or call 800-401-8740.

Safe Harbor Statement

This press release contains projections of future results and other forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Important factors that may cause actual results and outcomes to differ materially from those contained in the projections and forward-looking statements included in this press release are described in our publicly filed reports.   Factors that could cause these differences include, but are not limited to, the acceptance of our products, lack of revenue growth, failure to realize profitability, inability to raise capital and market conditions that negatively affect the market price of our common stock. The Company disclaims any responsibility to update any forward-looking statements.

Investor Contact:

Laurel Moody

646-810-0608

lmoody@corporateprofile.com