8-K

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): December 30, 2008

MacroSolve, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma	73-1518725
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification Number)

 (Address of principal executive offices) (zip code)

(918) 280-8693

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Copies to:

Gregory Sichenzia, Esq.

Matthew Kamen, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (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 Instructions A.2. below):

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

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

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

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

Item 3.02        Unregistered Sales of Equity Securities.

On December 30, 2008, MacroSolve, Inc. (the “Company”) closed a private placement (the "Private Placement") of the sale of units (each a "Unit") for gross proceeds of $1,397,271. The Private Placement was non-brokered and consisted of the sale of 931,514 Units priced at a price of $1.50 per Unit. Each Unit consists of one share of restricted common stock and one common stock purchase warrant (each a "Warrant"). Each Warrant is exercisable at $2.25 per share until December 30, 2011.

In March of 2008 MacroSolve commenced the sale of an aggregate of $950,000 principal amount of promissory notes in a private placement (the “March 2008 Notes”). Under the terms of the March 2008 Notes, holders of the March 2008 Notes were offered the opportunity to exchange their March 2008 Notes for Units in this Private Placement.  Four (4) March 2008 Note holders participated in the Private Placement for a total of 663,176 Units issued reflecting the $950,000 of the total principal outstanding on the March 2008 Notes and total accrued interest of $44,764.73.

Additionally, James McGill, the Company’s Chairman of the Board of Directors (“McGill”) and John Clerico, a director of the Company (“Clerico”) had previously agreed to loan the Company capital funds of up to $250,000 each.  Under the terms of those loan agreements both McGill and Clerico were eligible to participate in this Private Placement.  As of December 30, 2008 both McGill and Clerico had each advanced $200,000 to the Company, making total principal outstanding on the loans $400,000 and total accrued interest of $2,507.54. BothMcGill and Clerico elected to exchange their promissory notes for Units in this Offering for a total of 268,338 Units

The Units were issued to U.S. persons in reliance on Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. The Private Placement has not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The per share price of the Units was arbitrarily determined by the Company’s Board of Directors based upon analysis of certain factors including, but not limited to, the listing of the Company's shares on the OTCBB, industry status, investment climate, perceived investment risks, the Company's assets and net estimated worth. The Investors executed subscription agreements and acknowledged that the securities to be issued have not been registered under the Securities Act of 1933, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from the Company's management concerning any and all matters related to acquisition of the securities.  No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were  accredited investors, business associates or executive officers, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933. The gross proceeds from the Private Placement will be used to fuel growth initiatives designed to create additional high-margin recurring revenue streams for the company.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release of MacroSolve, Inc. dated January 5, 2009

SIGNATURES

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

	MacroSolve, Inc.
Dated: January 5, 2009	By:	/s/ Clint Parr
		Name: Clint Parr
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

MacroSolve Announces Private Placement of $1.35 million

TULSA, Okla., January 5, 2009 – MacroSolve, Inc., (OTCBB:MCVE), parent company of Anyware Mobile Solutions, announced today that it raised $1,350,000 via a private placement of its shares on December 30, 2008, $900,000 of which is from company insiders including MacroSolve chairman Jim McGill and board member John Clerico.

Management plans to use the funds to fuel growth initiatives designed to create additional high-margin recurring revenue streams for the company. These include launch of the mobile business applications industry’s first e-commerce site as well as further development and marketing of its wireless applications including ReForm XT.

About MacroSolve

Through its Anyware Mobile Solutions Division, MacroSolve, Inc. is a leading provider of mobile data and mobile video business solutions. With expansive wireless industry relationships, intellectual property and proven success in enabling mobility, MacroSolve pursues innovative strategies to help businesses gain bottom-line benefits and competitive advantage through mobility. MacroSolve also assists third party application companies in mobilizing their products and marketing them to businesses. For more information, visit www.macrosolve.com or call 800-401-8740.

Safe Harbor Statement

In addition to historical information, this press release may contain statements that constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this press release include the intent, belief or expectations of the Company and members of its management team with respect to the Company's future business operations and the assumptions upon which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Factors that could cause these differences include, but are not limited to, failure to complete anticipated sales under negotiations, lack of revenue growth, client discontinuances, failure to realize improvements in performance, efficiency and profitability, and adverse developments with respect to litigation or increased litigation costs, the operation or performance of the Company's business units or the market price of its common stock. Additional factors that would cause actual results to differ materially from those contemplated within this press release can also be found in the Company's SEC Filings. The Company disclaims any responsibility to update any forward-looking statements.

Investor and Media Contact:

Dilek Mir

(310) 591-5619

dmir@corporateprofile.com

Company Contact:

April Sailsbury

(918) 388-3529

april.sailsbury@macrosolve.com

1717 South Boulder Ave |  Suite 700  |  Tulsa OK  |  74119

800.401.8740  |  www.macrosolve.com