Oklahoma
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73-1518725
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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INDEX
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PART I.
|
FINANCIAL INFORMATION
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5
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6
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7
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8-14
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15-22
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22
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22
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PART II.
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OTHER INFORMATION
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23
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24
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24
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25
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25
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25
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25
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26
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MACROSOLVE, INC.
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||||||||
6/30/2012
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12/31/2011
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|||||||
ASSETS
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||||||||
CURRENT ASSETS:
|
||||||||
Cash
|
$ | 99,196 | $ | 273,132 | ||||
Accounts receivable - trade
|
367,266 | 288,201 | ||||||
Prepaid expenses and other
|
135,355 | 240,388 | ||||||
Total current assets
|
601,817 | 801,721 | ||||||
PROPERTY AND EQUIPMENT, at cost:
|
263,836 | 285,976 | ||||||
Less - accumulated depreciation
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(171,906 | ) | (188,016 | ) | ||||
Total cost of revenues
|
||||||||
Net property and equipment
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91,930 | 97,960 | ||||||
OTHER ASSETS:
|
||||||||
Note receivable
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135,577 | 135,577 | ||||||
Software development costs, net of accumulated amortization
|
||||||||
of $169,564 and $36,316 as of June 30, 2012 and
|
||||||||
December 31, 2011, respectively
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1,315,044 | 1,280,903 | ||||||
Other assets
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61,066 | 83,329 | ||||||
Total other assets
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1,511,687 | 1,499,809 | ||||||
TOTAL ASSETS
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$ | 2,205,434 | $ | 2,399,490 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current maturities of long-term debt
|
$ | - | $ | - | ||||
Revolving Line of Credit
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100,000 | 100,000 | ||||||
Note Payable - Shareholder
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459,842 | 169,306 | ||||||
Accounts payable - trade and accrued liabilities
|
370,554 | 631,419 | ||||||
Unearned income
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53,614 | 31,400 | ||||||
Total current liabilities
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984,010 | 932,125 | ||||||
LONG-TERM DEBT, less current maturities
|
||||||||
Oklahoma Technology Commercialization Center
|
237,500 | 237,500 | ||||||
Convertible debentures
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150,000 | 2,621,161 | ||||||
Total long-term debt, less current maturities
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387,500 | 2,858,661 | ||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Common stock, $.01 par value; authorized 500,000,000 shares;
|
||||||||
issued and outstanding 174,952,780 and 122,386,894 shares, at
|
||||||||
June 30, 2012 and December 31, 2011, respectively
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1,749,527 | 1,223,869 | ||||||
Additional paid-in capital
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13,242,622 | 10,059,029 | ||||||
Accumulated deficit
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(14,158,225 | ) | (12,674,194 | ) | ||||
Total stockholders' (deficit) equity
|
833,924 | (1,391,296 | ) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 2,205,434 | $ | 2,399,490 | ||||
The accompanying notes are an integral part of these statements.
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||||||||
MACROSOLVE, INC.
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||||||||||||||||
For the Quarters Ended
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Year to Date
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|||||||||||||||
For the Periods Ended June 30,
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6/30/2012
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6/30/2011
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2012
|
2011
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||||||||||||
|
||||||||||||||||
REVENUES:
|
||||||||||||||||
Software products and licensing
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$ | 237,309 | $ | 52,244 | $ | 1,009,435 | $ | 72,560 | ||||||||
Solution services
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335,127 | 167,187 | 416,082 | 262,871 | ||||||||||||
Net revenues
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572,436 | 219,431 | 1,425,517 | 335,431 | ||||||||||||
COST OF REVENUES:
|
||||||||||||||||
Software products and licensing
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74,512 | - | 367,948 | - | ||||||||||||
Solution services
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169,096 | 98,629 | 230,295 | 145,413 | ||||||||||||
Total cost of revenues
|
243,608 | 98,629 | 598,243 | 145,413 | ||||||||||||
Gross profit
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328,828 | 120,802 | 827,274 | 190,018 | ||||||||||||
OPERATING EXPENSES:
|
||||||||||||||||
Solution services
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156,069 | 49,339 | 322,804 | 174,797 | ||||||||||||
Depreciation and amortization
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94,550 | 62,047 | 196,619 | 123,727 | ||||||||||||
Marketing and sales
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357,981 | 132,668 | 750,698 | 162,586 | ||||||||||||
General and administrative
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445,868 | 540,134 | 868,301 | 869,421 | ||||||||||||
Total operating expenses
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1,054,468 | 784,188 | 2,138,422 | 1,330,531 | ||||||||||||
Loss from operations
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(725,640 | ) | (663,386 | ) | (1,311,148 | ) | (1,140,513 | ) | ||||||||
OTHER INCOME (EXPENSE):
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||||||||||||||||
Interest income
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20 | 61 | 28 | 86 | ||||||||||||
Interest expense
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(32,012 | ) | (30,607 | ) | (116,156 | ) | (36,919 | ) | ||||||||
Loss on sale of asset
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- | (235 | ) | (761 | ) | (235 | ) | |||||||||
Stock based compensation
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(21,802 | ) | (28,550 | ) | (56,427 | ) | (52,538 | ) | ||||||||
Total other expense
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(53,794 | ) | (59,331 | ) | (173,316 | ) | (89,606 | ) | ||||||||
LOSS BEFORE INCOME TAXES
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(779,434 | ) | (722,717 | ) | (1,484,464 | ) | (1,230,119 | ) | ||||||||
INCOME TAXES
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- | - | - | - | ||||||||||||
NET LOSS
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$ | (779,434 | ) | $ | (722,717 | ) | $ | (1,484,464 | ) | $ | (1,230,119 | ) | ||||
LOSS ALLOCABLE TO COMMON STOCKHOLDERS:
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||||||||||||||||
Net loss
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$ | (779,434 | ) | $ | (722,717 | ) | $ | (1,484,464 | ) | $ | (1,230,119 | ) | ||||
Loss allocable to common stockholders
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$ | (779,434 | ) | $ | (722,717 | ) | $ | (1,484,464 | ) | $ | (1,230,119 | ) | ||||
Basic and diluted loss per share
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
The accompanying notes are an integral part of these statements.
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||||||||||||||||
MACROSOLVE, INC.
|
||||||||
For the Periods Ended June 30,
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6/30/2012
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6/30/2011
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||||||
OPERATING ACTIVITIES:
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||||||||
Net loss
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$ | (1,484,464 | ) | $ | (1,230,119 | ) | ||
Adjustments to reconcile net loss to net cash
|
||||||||
(used in) provided by operating activities:
|
||||||||
Depreciation and amortization
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196,618 | 123,727 | ||||||
Stock based compensation
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60,834 | 51,386 | ||||||
Issuance of stock for services
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223,500 | 415,000 | ||||||
Changes in current assets and liabilities:
|
||||||||
(Increase) in accounts receivable - trade
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(79,065 | ) | (41,741 | ) | ||||
Decrease in inventory
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- | 11,017 | ||||||
Decrease (Increase) in prepaid expenses and other
|
110,466 | (108,257 | ) | |||||
(Decrease) Increase in accounts payable - trade and
|
||||||||
accrued liabilities
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(131,349 | ) | 62,915 | |||||
Increase in accrued debenture interest
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102,981 | - | ||||||
Increase in unearned income
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22,214 | 19,717 | ||||||
Net cash (used in) operating activities
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(978,265 | ) | (696,355 | ) | ||||
INVESTING ACTIVITIES:
|
||||||||
Purchase of equipment
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(8,580 | ) | (12,405 | ) | ||||
Disposal of equipment
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760 | 237 | ||||||
Software development costs
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(212,220 | ) | (309,788 | ) | ||||
Net cash (used in) provided by investing activities
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(220,040 | ) | (321,956 | ) | ||||
FINANCING ACTIVITIES:
|
||||||||
Debenture financing converted to common stock
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(2,971,161 | ) | - | |||||
Common stock issued for debenture conversions
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2,971,161 | - | ||||||
Proceeds from shareholder loan, including accrued interest
|
727,782 | 100,224 | ||||||
Repayment of shareholder loan, including accrued interest
|
(437,246 | ) | (50,224 | ) | ||||
Proceeds from debenture financing
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500,000 | 1,675,000 | ||||||
Repayment of debenture financing
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- | (725,000 | ) | |||||
Proceeds from sale of common stock
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250,000 | - | ||||||
Repayment of accrued debenture interest
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(232,497 | ) | - | |||||
Common stock issued for accrued debenture interest
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216,330 | - | ||||||
Repayments of notes payable
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- | (29,857 | ) | |||||
Deferred offering costs
|
- | (26,175 | ) | |||||
Proceeds from bank line of credit
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- | 200,000 | ||||||
Repayment of bank line of credit
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- | (100,000 | ) | |||||
Net cash provided by financing activities
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1,024,369 | 1,043,968 | ||||||
NET INCREASE IN CASH
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(173,936 | ) | 25,657 | |||||
CASH, beginning of period
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273,132 | 187,025 | ||||||
CASH, end of period
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$ | 99,196 | $ | 212,682 | ||||
The accompanying notes are an integral part of these statements.
|
1.
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BASIS OF PRESENTATION
|
2.
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DESCRIPTION OF BUSINESS
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3.
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NOTE RECEIVABLE
|
Note receivable at June 30, 2012 and December 31, 2011 | June 30, 2012 | Dec 31, 2011 | ||||||
Consist of the following: | ||||||||
Convertible promissory note with a customer negotiated as part of a strategic alliance. Under the Master Services Agreement, customer may borrow up to $150,000 to finance development work with interest accrued monthly at prime rate plus 5% (8.25% at September 30, 2009), due June 30, 2011. The note may be converted to common stock of the borrower prior to the due date at MacroSolve’s discretion. The Company is currently evaluating the conversion option. | $ | 135,577 | $ | 135,577 | ||||
4.
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DEBENTURES AND NOTES PAYABLE
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Notes payable at June 30, 2012 and December 31, 2011 | June 30, 2012 | Dec 31, 2011 | ||||||
consist of the following: | ||||||||
On February 17, 2012, the Company began offering the Putable-Callable Debenture Series 2012 and Series C Warrants to raise working capital for the expansion of its marketing of products and services. The debentures bear interest at 8% per annum. Each debenture is accompanied by a warrant to purchase, no later than December 31, 2017, common stock equal to 50% of the then unpaid principal amount of the debenture. On that date, the Company sold $500,000 of debentures to four directors who converted $320,000 of short term promissory notes and invested $180,000 in new proceeds. On April 23, 2012, the directors converted $500,000 of debentures and $7,243 in accrued interest to 5,790,452 shares of restricted common stock. | $ | - | $ | - | ||||
On July 17, 2011, the Company began offering its Convertible Debentures Series 2011 and Series B Warrants to purchase common stock to accredited investors. The Debentures mature on December 31, 2016. The Company did not establish a minimum or maximum offering size; its goal was $1,000,000 in aggregate subscriptions exclusive of the exchange of previously issued debentures. The $725,000 proceeds from this offering have been used by the Company for working capital to increase its market share from the sale of mobile apps in dining and other vertical markets and may include working capital for acquired companies. On December 31, 2011, three Directors converted a total of $171,161 in short term promissory notes to the offering. The offering was closed as of December 31, 2011. |
The 2011 Debentures earn interest at the annual rate of 12% which will be paid quarterly exclusively from the Debenture Account. Principal on the Debentures will be prepaid quarterly as the Debenture Account permits. The Debenture Account will be set up with a financial institution for the deposit of 25% of any recovery it receives from any judgment or settlement in any infringement case or claim it prosecutes. The Debentures may be converted to common stock by the holder into the number of shares that could have been purchased with 200% of the principal amount of the Debenture, together with accrued and unpaid interest and the shares valued using the weighted average price for a five-day trading period preceding the Debenture investment provided however, that the conversion price shall not be less than ten cents per share at any time and the conversion price shall not be more than ten cents per share for investments made prior to October 1, 2011. By resolution of the Board on December 16, 2011, the ten cent conversion price per share was extended to investments made after October 1, 2011. The Investors also acquired Common Stock Series B Warrants in an amount equal to the shares of common stock that could be purchased at the Debenture conversion price. Each warrant has a term of five years. | ||||||||
During the first half of 2012, eighteen of the nineteen investors elected to convert a total of $846,161 Debenture Series 2011 plus Series B Warrants into 16,923,227 shares of common stock. A total of $45,941 in accrued interest on the converted debentures was settled with 459,412 shares of common stock. Accrued interest as June 30, 2012 is $4,175. | $ | 50,000 | $ | - | ||||
On April 11, 2011, the Company began offering its Convertible Debentures Series 2011 and Series A Warrants to purchase common stock to accredited investors. The Debentures mature on December 31, 2016. The Company did not establish a minimum or maximum offering size; its goal was $1,000,000 in aggregate subscriptions exclusive of the exchange of previously issued debentures. The proceeds from this offering were used by the Company for working capital to increase its market share from the sale of mobile apps in dining and other vertical markets and may include working capital for acquired companies. The offering was closed on July 13, 2011 with a total of $950,000 in new investments and $725,000 in converted investments. | ||||||||
The 2011 Debentures earn interest at the annual rate of 12% which will be paid quarterly exclusively from the Debenture Account. Principal on the Debentures will be prepaid quarterly as the Debenture Account permits. The Debenture Account will be set up with a financial institution for the deposit of 25% of any recovery it receives from any judgment or settlement in any infringement case or claim it prosecutes. The Debentures may be converted to common stock by the holder into the number of shares that could have been purchased with 200% of the principal amount of the Debenture, together with accrued and unpaid interest and the shares valued using the weighted average price for a five-day trading period preceding the Debenture investment. The Investors also acquired Common Stock Series A Warrants in an amount equal to the shares of common stock that could be purchased at 50% of the Debenture conversion price. Each warrant has a term of five years. | ||||||||
During the first half of 2012, fifteen of the sixteen investors elected to convert a total of $1,575,000,000 Debenture Series 2011 plus Series A Warrants into 16,831,553 shares of common stock. A total of $179,312 in accrued interest on the converted debentures was settled, $16,167 in cash and $163,145 with 870,543 shares of common stock. Accrued interest as of June 30, 2012 is $106,914. | $ | 100,000 | $ | - | ||||
On November 8, 2010, the Company began selling Convertible Debentures Series 2010 plus Series B Warrants. The Company did not establish a minimum or maximum offering size; however, it exceeded its goal of $750,000 in aggregate subscriptions. The debentures accrue interest at 2.0% per annum with interest paid at maturity. The offering was closed on November 17, 2010. | ||||||||
The Debentures may be converted into Common Stock by the holders after June 30, 2011. Upon conversion the holder will be entitled to receive the number of shares of Common Stock that could be purchased with two hundred percent (200%) of the face amount of the Debentures together with accrued interest and with the Common Stock valued using the weighted average price for the five-day trading period before the notice of conversion. | ||||||||
Investors acquired common stock purchase warrants, designated by the Company as Class B Warrants, in an amount equal to fifty percent (50%) of the shares of common stock that would be issued upon conversion of the Debentures upon issue. The Warrants have a termination date of December 31, 2015 and have an initial exercise price equal to the weighted average price of the common stock upon grant of the Warrants. |
During the first quarter of 2012, the remaining investor elected to convert a total of $50,000 Debenture Series 2010 plus Series B Warrants into 940,734 shares of common stock. Accrued interest of $1,285 is still outstanding at June 30, 2012. | $ | - | $ | 925,000 | ||||
Advancing term loan with a financial institution of up to $100,000 with interest only payable monthly at the greater of 5.75% or prime rate plus 1.0% (4.25% at June 30, 2012), until September 2012, and secured by substantially all assets of the company and the personal guarantees of a company director. In exchange for the guaranty, the director receives a $3,000 commitment fee and a five year warrant to purchase $100,000 of stock with a strike price of ten cents ($0.10) per share. | $ | 100,000 | $ | - | ||||
Note from the State of Oklahoma Technology Business Finance Program (OTCC loan) represented by a $150,000 refundable award to be repaid at two times the amount of the award. The balance includes accrued interest (imputed at 14.27%), through September 2007. The repayment terms were modified in September, 2007 to require 24 equal monthly installments of $12,500, consisting of principal only, beginning May, 2008. The monthly payments were suspended in October 2008 with resumption anticipated upon significant equity raise. | $ | 237,500 | $ | 237,500 |
|
As of June 30, 2012, maturities of long-term debt are: $-0- in 2012 and $387,500 thereafter.
|
5.
|
SHAREHOLDER LOANS
|
6.
|
EMPLOYEE STOCK PLANS
|
Stock Options | Restricted Stock | |||||||||||
Options
|
Weighted
Average
Exercise Price
|
Shares
|
||||||||||
Outstanding – March 31, 2012
|
11,816,613 | $ | 0.52 | 4,874,256 | ||||||||
Exercisable – March 31, 2012
|
5,839,013 | $ | 0.53 | - | ||||||||
Granted
|
27,700,000 | $ | 0.26 | 1,866,986 | ||||||||
Exercised or Vested
|
202,000 | $ | 0.54 | (996,232 | ) | |||||||
Forfeited or Expired
|
(6,180,000 | ) | $ | 0.49 | ( - | ) | ||||||
Outstanding – June 30, 2012
|
33,336,613 | $ | 0.31 | 5,712,010 | ||||||||
Exercisable – June 30, 2012
|
5,761,013 | $ | 0.52 | - |
Stock Options | ||||||||||||
Nonvested Shares
|
Options
|
Weighted-
Average Grant
Date.Calculated Value
|
Restricted
Stock
|
|||||||||
Nonvested - Beginning of Year 2012
|
6,028,450 | $ | - | 2,990,356 | ||||||||
Granted
|
- | $ | - | 3,120,833 | ||||||||
Vested
|
(49,600 | ) | $ | - | (1,206,933 | ) | ||||||
Forfeited
|
(1,250 | ) | $ | - | ( 30,000 | ) | ||||||
Nonvested–Quarter Ended March 31, 2012
|
5,977,600 | $ | - | 4,874,256 | ||||||||
Granted
|
27,700,000 | $ | - | 1,833,986 | ||||||||
Vested
|
(202,000 | ) | $ | - | (996,232 | ) | ||||||
Forfeited or cancelled
|
(5,900,000 | ) | $ | - | - | |||||||
Nonvested–Quarter Ended June 30, 2012
|
27,575,600 | $ | - | 5,712,010 |
|
The Company issued a total of 30,265,835 common shares in the quarter ended June 30, 2012, described further as follows:
|
|
The Company’s independent directors annual compensation is $16,000 to be paid quarterly in restricted stock. The Company issued the directors 194,175 shares of restricted stock on April 1, 2012 for their first quarter 2012 compensation.
|
|
|
The Company issued 1,783,986 shares of common stock to management employees in lieu of $173,750 cash compensation for services rendered in the first quarter of 2012 which had been recorded at a value of $17,840 in stock based compensation based upon individual tax elections made by each recipient. The Company issued 50,000 shares of common stock as a bonus to the Vice President of Operations which was recorded at a value of $500 in stock based compensation based upon the individual’s tax election. The shares vest six months after issuance and are subject to forfeiture upon voluntary termination of employment.
|
|
The Company issued 750,000 shares of restricted stock to a financial advisory firm in exchange for $45,000 in services to be rendered from May 10, 2012 to October 18, 2012. The agreement calls for an additional payment of 750,000 shares of restricted stock in the event the Company files another form S-1. The Company issued 200,000 shares of restricted stock to its securities law firm in exchange for $10,000 in additional services.
|
|
The Company issued 250,000 shares of restricted stock in a 2012 Private Stock Sale to one qualified investor for $25,000. The shares were accompanied by an equal number of warrants with a $0.15 strike price and termination date of December 31, 2017.
|
|
During the second quarter of 2012, twelve of the nineteen investors elected to convert a total of $521,161 Debenture Series 2011 plus Series B Warrants into 10,423,227 shares of common stock. . A total of $28,031 in accrued interest on the converted debentures was settled with 280,315 shares of common stock.
|
|
During the second quarter of 2012, ten of the sixteen investors elected to convert a total of $925,000 Debenture Series 2011 plus Series A Warrants into 9,946,762 shares of common stock. A total of $111,266 in accrued interest on the converted debentures was settled with 596,918 shares of common stock.
|
|
During the second quarter of 2012, all four investors elected to convert a total of $500,000 Debenture Series 2012 plus Series C Warrants into 5,707,764 shares of common stock. A total of $7,243 in accrued interest on the converted debentures was settled with 82,688 shares of common stock.
|
|
|
The Company has calculated the loss allocable to the common shareholders for the periods ended June 30, 2012 and 2011:
|
For the Quarters Ended
|
For the Six Months Ended
|
|||||||||||||||
June 30, 2012
|
June 30, 2011
|
June 30, 2012
|
June 30, 2011
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net Loss
|
$ | (779,434 | ) | $ | (722,717 | ) | $ | (1,484,464 | ) | $ | (1,230,119 | ) | ||||
Numerator for basic and diluted
|
$ | (779,434 | ) | $ | (722,717 | ) | $ | (1,484,464 | ) | $ | (1,230,119 | ) | ||||
Denominator:
|
||||||||||||||||
Weighted-average number of
|
||||||||||||||||
common shares outstanding
|
159,819,863 | 101,116,161 | 159,819,863 | 101,161,161 | ||||||||||||
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||||
9.
|
RELATED PARTY TRANSACTION
|
|
There were no related party transactions other than the shareholder loan discussed in footnote five.
|
10.
|
SUBSEQUENT EVENTS
|
|
The Company issued 2,713,170 shares of compensation shares to management employees in lieu of $141,938 cash compensation for services rendered during the second quarter of 2012 which had been recorded at a value of $2,713 in stock based compensation based upon individual tax elections made by each recipient. The shares were awarded on Restricted Stock Agreements which have a six month time lapse restriction and are subject to forfeiture upon voluntary termination of employment.
|
|
The Company’s independent directors annual compensation is $16,000 to be paid quarterly in restricted stock. The Company issued the directors 70,175 shares of restricted stock on July 1, 2012 for their second quarter 2012 compensation. The Company recorded $4,000 in stock based compensation for each of its four independent directors.
|
11.
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
2012
|
2011
|
|||||||
Interest
|
$ | 29,342 | $ | 10,579 | ||||
Income taxes
|
$ | - | $ | - | ||||
Noncash activities are as follows for the Six Months ended June 30, 2012 and 2011 are:
|
||||||||
2012 | 2011 | |||||||
Stock based compensation
|
$ | 60,834 | $ | 52,538 | ||||
Stock issued for services
|
$ | 223,500 | $ | 415,000 | ||||
Stock issued for debenture interest
|
$ | 216,330 | $ | - |
Six Months ended June 30,
|
||||||||
(In thousands)
|
2012
|
2011
|
||||||
Cash flow data:
|
||||||||
Net cash (used in) operating activities
|
$
|
(978
|
)
|
$
|
(696
|
)
|
||
Net cash (used in) investing activities
|
(220
|
)
|
(322
|
)
|
||||
Net cash provided by financing activities
|
1,024
|
1,044
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(174
|
)
|
26
|
|||||
Cash and cash equivalents, beginning of period
|
273
|
187
|
||||||
Cash and cash equivalents, end of period
|
$
|
99
|
$
|
213
|
Filing Date
|
Defendant
|
Case Number
|
Status
|
Date of Disposition (if any)
|
8-Jun-11
|
Agilis Systems, LLC
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
Environmental Systems Research Institute, Inc.
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
Invensys Systems, Inc. (d/b/a Invensys Operations Management)
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
TrueContext Mobile Solutions Corporation
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
Spring Wireless USA, Inc.
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
BizSpeed, Inc.
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
Xora, Inc.
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
Spira Data Corp.
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
The DataMax Software Group Inc.
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
Ventyx Inc.
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
Air2Web Inc.
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
General Data Company, Inc.
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
RealTime Results, LLC
|
6:11-CV-287
|
Open
|
N/A
|
8-Jun-11
|
Millennium Information Technology, Inc. (d/b/a MIT Systems, Inc.)
|
6:11-CV-287
|
Open
|
N/A
|
15-Sep-11
|
Citigroup Inc.
|
6:11-CV-490
|
Open
|
N/A
|
3-Oct-11
|
Whoop, Inc.
|
6:11-CV-523
|
Open
|
N/A
|
21-Dec-11
|
American Airlines, Inc.
|
6:11-CV-685
|
Open
|
N/A
|
21-Dec-11
|
Avis Rent A Car System, LLC
|
6:11-CV-686
|
Open
|
N/A
|
21-Dec-11
|
Continental Airlines, Inc.
|
6:11-CV-687
|
Open
|
N/A
|
21-Dec-11
|
Hipmunk, Inc.
|
6:11-CV-689
|
(b)
|
June 7, 2012
|
21-Dec-11
|
Southwest Airlines Co.
|
6:11-CV-692
|
(a)
|
June 4, 2012
|
21-Dec-11
|
United Air Lines, Inc.
|
6:11-CV-694
|
Open
|
N/A
|
30-Jan-12
|
Facebook, Inc.
|
6:12-CV-44
|
Open
|
N/A
|
30-Jan-12
|
Hyatt Corporation
|
6:12-CV-45
|
Open
|
N/A
|
30-Jan-12
|
Newegg Inc.
|
6:12-CV-46
|
Open
|
N/A
|
30-Jan-12
|
Wal-Mart Stores, Inc.
|
6:12-CV-47
|
Open
|
N/A
|
17-Feb-12
|
GEICO Insurance Agency, Inc.
|
6:12-CV-74
|
Open
|
N/A
|
17-Feb-12
|
GEICO Casualty Company and Government Employees Insurance Company
|
6:12-CV-74
|
Open
|
N/A
|
17-Feb-12
|
Marriott International, Inc.
|
6:12-CV-76
|
Open
|
N/A
|
27-Feb-12
|
AOL INC.
|
6:12-CV-91
|
Open
|
N/A
|
27-Feb-12
|
Inter-continental Hotels Corporation
|
6:12-CV-92
|
Open
|
N/A
|
27-Feb-12
|
Six Continents Hotels, Inc.
|
6:12-CV-92
|
Open
|
N/A
|
23-Mar-12
|
Bank of America Corporation and Bank of America, N.A.
|
6:12-CV-193
|
(b)
|
June 22, 2012
|
23-Mar-12
|
MovieTickets.com
|
6:12-CV-194
|
Open
|
N/A
|
18-Jun-12
|
JPMorgan Chase & Co, JPMorgan Chase Bank, N.A.
|
6:12-CV-384
|
Open
|
N/A
|
18-Jun-12
|
LinkedIn Corporation
|
6:12-CV-385
|
Open
|
N/A
|
19-Jun-12
|
Jetblue Airways Corporation
|
6:12-CV-387
|
Open
|
N/A
|
19-Jun-12
|
Kayak Software Corporation
|
6:12-CV-388
|
Open
|
N/A
|
19-Jun-12
|
Cumulus Media, Inc.
|
6:12-CV-389
|
Open
|
N/A
|
26-Jun-12
|
Fareportal, Inc.
|
6:12-CV-416
|
Open
|
N/A
|
26-Jun-12
|
LQ Management L.L.C.
|
6:12-CV-417
|
Open
|
N/A
|
26-Jun-12
|
Target Corporation
|
6:12-CV-418
|
Open
|
N/A
|
(a) Lawsuit dismissed without prejudice
|
(b) Lawsuit dismissed with prejudice pursuant to a settlement agreement
|
31.01
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.02
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.01
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101 INS
|
XBRL Instance Document*
|
101 SCH
|
XBRL Schema Document*
|
101 CAL
|
XBRL Calculation Linkbase Document*
|
101 LAB
|
XBRL Labels Linkbase Document*
|
101 PRE
|
XBRL Presentation Linkbase Document*
|
101 DEF
|
XBRL Definition Linkbase Document*
|
*
|
The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
|
MACROSOLVE, INC.
|
|||
Date: August 13, 2012
|
By:
|
/s/ KENDALL CARPENTER
|
|
Kendall Carpenter
|
|||
Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of MacroSolve, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of MacroSolve, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
By:
|
/s/ KENDALL CARPENTER
|
|||
Date: August 13, 2012
|
Name:
|
Kendall Carpenter
|
||
Title:
|
Principal Executive Officer and Chief Financial Officer
|
SUBSEQUENT EVENTS (Details Textuals 2) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Price | $ 500,000 |
Patent license agreement | Software Products
|
|
Acquired Finite-Lived Intangible Assets [Line Items] | |
Net Revenues | 7.50% |
Patent license agreement | Custom Development Services
|
|
Acquired Finite-Lived Intangible Assets [Line Items] | |
Net Revenues | 5.00% |
DEBENTURES AND NOTES PAYABLE (Details Textuals) (USD $)
|
6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jul. 17, 2011
Debenture Series 2011 Plus Series B Warrants
|
Jun. 30, 2012
Debenture Series 2011 Plus Series B Warrants
|
Jun. 30, 2012
Debenture Series 2011 Plus Series B Warrants
investors
|
Dec. 31, 2011
Debenture Series 2011 Plus Series B Warrants
|
Apr. 23, 2012
Putable Callable Debenture Series 2012 and Series C Warrants
|
Feb. 17, 2012
Putable Callable Debenture Series 2012 and Series C Warrants
|
Jul. 13, 2011
Convertible Debentures Series 2011 and Series A Warrants
|
Apr. 11, 2011
Convertible Debentures Series 2011 and Series A Warrants
|
Jun. 30, 2012
Convertible Debentures Series 2011 and Series A Warrants
investors
|
Dec. 31, 2011
Convertible Debentures Series 2011 and Series A Warrants
|
|
Debt Instrument [Line Items] | ||||||||||||
Rate of interest on debentures | 12.00% | 8.00% | 12.00% | |||||||||
Percentage of common stock upto unpaid principal amout of debentures | 50.00% | |||||||||||
Sale of debentures | $ 500,000 | |||||||||||
Conversion of short term promissory notes | 171,161 | 846,161 | 500,000 | 320,000 | 1,575,000,000 | |||||||
Proceeds from debenture financing | 500,000 | 1,675,000 | 725,000 | 180,000 | ||||||||
Accrued interest | 4,175 | 4,175 | 7,243 | 106,914 | ||||||||
Exchange of previously issued debentures | 1,000,000 | 1,000,000 | ||||||||||
Percentage of recovery from settelment | 25.00% | 25.00% | ||||||||||
Percentage of principal amount of debenture | 200.00% | 200.00% | ||||||||||
Number of trading period | 5 days | 5 days | ||||||||||
Term period of warrant | 5 years | 5 years | ||||||||||
Shares issued for conversion of debenture and warrants (in shares) | 10,423,227 | 16,923,227 | 16,831,553 | |||||||||
Accrued interest on converted debentures | 28,031 | 45,941 | 179,312 | |||||||||
New investment | 950,000 | |||||||||||
Converted investments | 725,000 | |||||||||||
Percentage on conversion price | 50.00% | |||||||||||
Accrued interest on converted debentures settlement with cash | 16,167 | |||||||||||
Accrued interest on converted debentures other than cash settlement | $ 163,145 | |||||||||||
Number of investors elected to convert debentures into common stock | 18 | 15 | ||||||||||
Number of investors | 19 | 16 | ||||||||||
Accrued interest on converted debentures settlement with common shares | 280,315 | 459,412 | 5,790,452 | 870,543 |
SUBSEQUENT EVENTS (Details Textuals) (Restricted Stock, USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Subsequent Event [Line Items] | |
Independent Directors Annual Compensation to be paid quarterly | $ 16,000 |
Subsequent Event
|
|
Subsequent Event [Line Items] | |
Shares issued for services to management employees (in shares) | 2,713,170 |
Cash compensation for shares issued for services | 141,938 |
Stock based compensation based upon individual tax elections | 2,713 |
Time lapse of shares awarded | 6 months |
Independent Directors Annual Compensation to be paid quarterly | 16,000 |
Shares issued to director of restricted stock (in shares) | 70,175 |
Recorded value in stock based compensation | $ 4,000 |
Number of intedependent directors | 4 |
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