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):  January 27, 2014

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.)

9521-B Riverside Parkway, #134, Tulsa, Oklahoma 74137

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 932-2000

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 7.01                      Regulation FD Disclosure.

On January 27, 2014, MacroSolve, Inc. (the “Company”), issued a press release announcing an open letter to the shareholders of the Company, which shareholder letter was posted on the Company’s website.  Copies of the press release and shareholder letter that discuss these matters are filed respectively as Exhibits 99.01 and 99.02, to, and incorporated by reference in, this report.

The information in Item 7.01 of 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, as amended, or otherwise subject to the liabilities of that Section.  The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

ITEM 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

99.01 Press Release, dated January 27, 2014, issued by MacroSolve, Inc.

99.02 Letter to Shareholders, dated January 27, 2014

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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: January 27, 2014	By:	/s/ KENDALL CARPENTER
		Kendall Carpenter
		Chief Financial Officer

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EX-99.01

Exhibit 99.01

MacroSolve Issues Letter to Shareholders

TULSA, OK -- (Marketwired) – 01/27/14 – MacroSolve, Inc. (OTCQB: MCVE) ("MacroSolve" or the "Company"), a leading provider of mobile technology intellectual property and app venture mentorship, announces it has issued a letter to shareholders.

Shareholders and prospective investors may view the letter in full on the Investors Page of the Company’s website at www.macrosolve.com/investors.

The letter provides updates on significant developments at the Company, including:

· The strategy of MacroSolve to continue patent enforcement litigation while providing patent and advisory services to highly-selective candidate companies;

· An update on litigation proceedings, including the Markman hearing that was held in September 2013. On January 21, 2014, the United States District Court for the Eastern District of Texas issued its patent claim construction ruling, or “Markman Order”;

· The Company’s view on the recently-issued Markman Order, which is that the ruling is consistent with MacroSolve’s position in the litigation and is favorable to the strength of its case; and

· Our cost structure remains low and revenues from mobile app advisory services are encouraging.

About MacroSolve

Founded in 1997, MacroSolve is heralded for its robust IP portfolio, while advancing throughout the mobile apps era by innovating key technologies that have laid the foundation for apps and next-gen developers. Today, MacroSolve is empowering a new era of mobile innovators seeking advisory services and IP strength from a source of experience.

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.

Company Contact

MacroSolve, Inc.

info@macrosolve.com

www.macrosolve.com

EX-99.02

Exhibit 99.02

Dear MacroSolve Shareholders,

In May 2013, we updated you on our current operations, which are primarily focused on patent enforcement litigation and our strategy of providing patent and advisory services to highly-selective candidate companies. At that time, we informed you that the enforcement pace was accelerating with a Markman hearing scheduled for late 2013 and trial for mid-2014.

A Markman hearing was held in September 2013. On January 21, 2014, the United States District Court for the Eastern District of Texas issued its patent claim construction ruling, or “Markman Order”, in our ongoing patent infringement action against Geico Insurance Agency, Inc. and Newegg Inc. A Markman Order in a patent infringement case is the culmination of the claim construction process that determines the meaning and scope of the asserted patent claims. It can be a significant factor in the process and outcome of patent infringement litigation.  After considering the briefs, materials and arguments provided by both parties, the Court reduces highly complicated technical issues to their most simple and legally correct essence.  The Court’s interpretation then determines how the construction of the claims in the lawsuit is to be interpreted by the jury. We believe that the recently-issued Markman Order is consistent with MacroSolve’s position in the litigation and is favorable to the strength of our case. Overall, we are very pleased with the results.

           Our services strategy continues to produce new relationships and thus new opportunities.  These relationships take time to mature and we are happy to report that the early relationships are beginning to produce revenues for MacroSolve. Our plan is to reinvest those revenues to further enhance our strategy throughout 2014.

We continue to maintain our fixed cost structure, which involves three employees, all of whom are critical to our operations.   All other resources are outsourced as each new project demands.  This low cost structure reduces risk inherent in the uncertainties and timings of legal proceedings and business in general.

           Our current status as a Voluntary Reporting Entity with the Securities and Exchange Commission, or SEC, allows us to forego the requirement for costly annual shareholder meetings; we encourage you to continue reading our SEC filings and press releases for the latest MacroSolve news. Our website, www.macrosolve.com, and our social media outlets, including Twitter and LinkedIn, are other ways to stay connected with us. We feature three separate blogs to keep investors, mobile app innovators and those interested in intellectual property updated on the latest company and industry developments. You may also contact us by email at investorrelations@macrosolve.com.

We thank our loyal shareholders who have believed in us and we remain focused on rewarding that loyalty via enforcement of our intellectual property rights and execution of our services strategy.

Sincerely,

/s/  James C. McGill

James C. McGill

Chairman of the Board and Chief Executive Officer