COMSovereign Holding Corp. - Quarter Report: 2013 September (Form 10-Q)

form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission file number: 333-150332

MACROSOLVE, INC.

(Exact name of registrant as specified in its charter)

Oklahoma		73-1518725
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (zip code)

(918) 932-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No x

Note: The Company is a voluntary filer but has filed all reports it would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months if it was a mandatory filer.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.

As of November 1, 2013 there were 188,644,731 shares of the registrant’s common stock outstanding.

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MACROSOLVE, INC.

INDEX

PART I.	FINANCIAL INFORMATION

	ITEM 1	Financial Statements
		Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012 (Audited)	3

		Statements of Operations for the three and nine months ended September 30, 2013 and 2012 (Unaudited)	4

		Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (Unaudited)	6

		Notes to Interim Unaudited Financial Statements	7-8

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-14

	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	15

	ITEM 4.	Controls and Procedures	15

PART II.	OTHER INFORMATION

	ITEM 1.	Legal Proceedings	16
	ITEM 1A.	Risk Factors	16
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
	ITEM 3.	Defaults Upon Senior Securities	17
	ITEM 4.	Mine Safety Disclosures	17
	ITEM 5.	Other Information	17
	ITEM 6.	Exhibits	17

	SIGNATURES		18

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MACROSOLVE, INC.

Interim Unaudited Financial Statements

For the Period Ended September 30, 2013

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MACROSOLVE, INC.

BALANCE SHEETS
	Unaudited
For the Periods Ended:	9/30/2013			12/31/2012

ASSETS

CURRENT ASSETS:
Cash	$	757,986		$	659,204
Accounts receivable - trade		67,188			74,056
Prepaid expenses and other		97,919			519,330

Total current assets		923,093			1,252,590

PROPERTY AND EQUIPMENT, at cost:		4,237			21,651
Less - accumulated depreciation and amortization		(1,442	)		(19,462	)

Net property and equipment		2,795			2,189

OTHER ASSETS:
Investment in DecisionPoint Systems, Inc.		442,281			579,875
Investment in MEDL Mobile Holdings, Inc.		46,179			-
Investment in Endexx Corporation		10,010			-
Other assets		68,251			64,227


Total other assets		566,721			644,102

TOTAL ASSETS	$	1,492,609		$	1,898,881

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt	$	90,000		$	90,000
Accounts payable - trade and accrued liabilities		139,065			84,062
Unearned income		-			500,000

Total current liabilities		229,065			674,062

LONG-TERM DEBT, less current maturities
Note Payable - Shareholders		579,202			541,752
Oklahoma Technology Commercialization Center		57,500			125,000
Convertible debentures		150,000			150,000
Total long-term debt, less current maturities		786,702			816,752

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; authorized 500,000,000 shares;
issued and outstanding 188,644,731 and179,831,987 shares, at
September 30, 2013 and December 31, 2012, respectively		1,886,447			1,798,320
Additional paid-in capital		13,298,362			13,230,111
Accumulated other comprehensive income		(316,530	)		(170,125	)
Accumulated deficit		(14,391,437	)		(14,450,239	)

Total stockholders' equity		476,842			408,067

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,492,609		$	1,898,881

The accompanying notes are an integral part of these statements.

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MACROSOLVE, INC.

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended							For the Nine Months Ended
For the Periods Ended September 30,		9/30/2013			9/30/2012				9/30/2013			9/30/2012



Net revenues		$	161,246		$	558,738			$	1,129,597		$	1,980,990

Cost of revenues			101,583			261,444				509,699			859,645

Gross profit			59,663			297,294				619,898			1,121,345

Selling, general and administrative expense			169,386			756,628				528,827			2,951,163

(Loss) Income from operations			(109,723	)		(459,334	)			91,071			(1,829,818	)

OTHER INCOME (EXPENSE):
Interest income			1,637			25				5,857			53
Interest expense			(12,820	)		(21,317	)			(38,126	)		(138,186	)

Total other expense			(11,183	)		(21,292	)			(32,269	)		(138,133	)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS			(120,906	)		(480,626	)			58,802			(1,967,951	)

DISCONTINUED OPERATIONS
Loss from operations of discontinued Illume Mobile operations			-			(197,387	)			-			(197,387	)

NET INCOME (LOSS)			(120,906	)		(678,013	)			58,802			(2,165,338	)

OTHER COMPREHENSIVE INCOME, net of tax
Unrealized holding loss arising during the period			(220,008	)		(107,072	)			(146,405	)		(107,072	)

COMPREHENSIVE (LOSS)		$	(340,914	)	$	(785,085	)		$	(87,603	)		(2,272,410	)

INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDERS:
Net income (loss)		$	(120,906	)	$	(678,013	)		$	58,802			(2,165,338	)

Income (loss) allocable to common stockholders		$	(120,906	)	$	(678,013	)		$	58,802			(2,165,338	)

Weighted average number of common shares outstanding			186,551,952			176,710,333				185,026,337			162,690,085

Basic and diluted net income (loss) from continuing operations per share		$	(0.00	)	$	(0.00	)		$	0.00		$	(0.01	)

Basic and diluted net loss from discontinued operations per share		$	0.00		$	(0.00	)		$	0.00		$	(0.00	)

Basic and diluted net income (loss) per share		$	(0.00	)	$	(0.00	)		$	0.00		$	(0.01	)

The accompanying notes are an integral part of these statements.

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MACROSOLVE, INC.

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Nine Months Ended September 30,	9/30/2013			9/30/2012


OPERATING ACTIVITIES:
Net income (loss)	$	58,802		$	(2,165,338	)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization		2,536			516,693
Loss on disposal of fixed assets		435			4,246
Stock based compensation		106,408			303,568
Changes in current assets and liabilities:
Decrease in accounts receivable - trade		6,868			102,944
Decrease in note receivable		-			135,577
Decrease in prepaid expenses and other		421,381			235,219
Increase (decrease) in accounts payable - trade and
accrued liabilities		41,473			(290,394	)
Increase in accrued debenture interest		13,530			107,641
Increase in accrued shareholder loan interest		23,950			-
Increase accrued salary - note payable		13,500			-
(Decrease) increase in unearned income		(500,000	)		5,571

Net cash provided by (used in) operating activities		188,883			(1,044,273	)

INVESTING ACTIVITIES:
Cash received from sale of Illume Mobile		-			250,000
Investment in Endexx Corporation		(15,000	)		-
Purchase of equipment		(1,467	)		(8,580	)
Software development costs		-			(233,390	)
Patent costs		(6,134	)		-

Net cash (used in) investing activities		(22,601	)		8,030

FINANCING ACTIVITIES:
Net proceeds from debenture financing		-			500,000
Reduction of accrued debenture interest		-			(233,782	)
Common stock issued for accrued debenture interest		-			216,330
Proceeds from shareholder loans, including accrued interest		-			790,621
Repayment of shareholder loans, including accrued interest		-			(115,247	)
Proceeds from sale of common stock		-			250,000
Shareholder loans converted to debentures		-			(320,000	)
Repayment of bank line of credit		-			(10,000	)
Repayments of notes payable		(67,500	)		-

Net cash (used in) provided by financing activities		(67,500	)		1,077,922

NET INCREASE IN CASH		98,782			41,679

CASH, beginning of period		659,204			273,132

CASH, end of period	$	757,986		$	314,811

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the Nine Months ended September 30:
Interest	$	-		$	46,631
Income taxes	$	-		$	0
Noncash activities for the Nine Months ended September 30:
Stock issued for debenture interest	$			$	216,330
Stock issued for MEDL investment	$	50,000		$	-
Stock received from DecisionPoint Systems for sale of
Illume Mobile assets, less unrealized market loss of $107,072	$	-		$	642,928

The accompanying notes are an integral part of these statements.

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MacroSolve, Inc.

Notes to Interim Unaudited Financial Statements

For the Period Ended September 30, 2013

1.	BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The financial statements as of December 31, 2012 have been audited by an independent registered public accounting firm. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s 10K for the calendar year ended December 31, 2012.

2.	INVESTMENT IN DECISIONPOINT SYSTEMS, INC.

As further described in the 2012 10K, on July 31, 2012, the Company sold the Illume Mobile assets and operations to DecisionPoint Systems, Inc. (DPSI) for $250,000 cash and 617,284 shares of DPSI stock valued at $1.215 per share or a total of $750,000. In accordance with ASU 2011-05, the stock is classified as available-for-sale equity and the unrealized market gains or losses are recorded as Other Comprehensive Income. Due to the volatility and thin trading of DPSI shares, the Company has determined that the fair market value on the measurement date will be computed from the volume-weighted average trading price for the entire third quarter of 2013. The unrealized loss on the investment consists of the following:

	Number
DPSI stock	of Shares		September 30, 2013


Basis at December 31, 2012		617,284	$	579,875

Basis at Report Date		617,284	$	442,281
Unrealized market loss			$	(137,594	)

3.	INVESTMENT IN MEDL MOBILE HOLDINGS, INC.

On March 8, 2013, the Company entered into an agreement with MEDL Mobile Holdings, Inc. (MEDL) to bring forth a program that offers access to the Company’s ‘816’ patent to app developers. MEDL received the right to grant a license to its clients on a ‘per install’ basis on a revenue sharing arrangement with the Company. As a part of the agreement, each Company received $50,000 worth of the other’s stock with the price per share determined by the Volume Weighted Average Price (“VWAP”) for each stock for the last twenty trading days prior to execution of the agreement. The Company received 147,692 shares of MEDL stock priced at $0.34 per share the MEDL received 2,500,000 shares of the Company’s stock priced at $0.02 per share.

In accordance with ASU 2011-05, the stock is classified as available-for-sale equity and the unrealized market gains or losses are recorded as Other Comprehensive Income. Due to the volatility of MEDL shares, the Company has determined that the fair market value on the measurement date will be computed from the volume-weighted average trading price for the entire third quarter of 2013. The unrealized loss on the investment consists of the following:

	Number
MEDL stock	of Shares		September 30, 2013


Basis at acquisition-March 8, 2013		147,692	$	50,000

Basis at Report Date		147,692	$	46,179
Unrealized market loss			$	(3,821	)

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4.	INVESTMENT IN ENDEXX CORPORATION

On June 5, 2013, the Company entered into six month agreement with Endexx Corporation (EDXC) to coordinate business planning, investor interests and intellectual property for a mobile app venture that uniquely addresses advertising market analytics. Additionally, Endexx received a variable limited ‘816’ license during the course of the business advisory engagement while its app is in development with the agreement that a permanent license will be negotiated upon completion. Endexx will pay the Company $15,000 compensation by issuing 125,000 shares of EDXC restricted stock priced at $.12 per share and the balance to be paid in cash.

In accordance with ASU 2011-05, the stock is classified as available-for-sale equity and the unrealized market gains or losses are recorded as Other Comprehensive Income. Due to the volatility of EDXC shares, the Company has determined that the fair market value on the measurement date will be computed from the daily volume-weighted average trading price for the entire third quarter of 2013. The unrealized loss on the investment consists of the following:


	Number
EDXC stock	of Shares		September 30, 2013


Basis at acquisition-June 13,2013		125,000	$	15,000

Basis at Report Date		125,000	$	10,010
Unrealized market loss			$	(4,990	)

5.	NOTE PAYABLE - SHAREHOLDERS

On September 30, 2013, the Company reclassified $13,500 deferred compensation to a note payable due to Kendall Carpenter as stipulated in her employment agreement. The note bears a 6% interest rate and is due by September 30, 2014. There was no unpaid accrued interest at September 30, 2013. For the first nine months of 2013, the Company accrued $23,950 interest on notes payable to shareholders.

6.	OKLAHOMA TECHNOLOGY COMMERCIALIZATION CENTER

The Company is repaying $7,500 per month, or $67,500 through the first nine months of 2013, on its refundable award from the State of Oklahoma Technology Business Finance Program.

7.	SHAREHOLDERS’ EQUITY

The Company issued a total of 8,812,744 common shares in the nine months ended September 30, 2013, described further as follows:

The Company issued a total of 386,048 shares of common stock to its two independent directors in October 2013 for their third quarter 2013 compensation valued at $4,000 per director. The same directors also received 423,280 shares of common stock in January 2013 for their fourth quarter 2012 compensation valued at $4,000 per director.

The Company issued 1,706,731 shares of common stock in October 2013 to a management employee in lieu of $35,500 cash compensation for services rendered in the third quarter of 2013. The Company issued 868,852 shares of compensation shares in July 2013 to a management executive in lieu of $26,500 cash compensation for services rendered during the second quarter of 2013. The Company issued 1,019,231 shares of common stock in April 2013 to a management employee in lieu of $26,500 cash compensation for services rendered in the first quarter of 2013. The Company issued 1,908,602 shares of common stock in January 2013 to a management employee which had been recorded at a value of $1,909 in stock based compensation based upon individual tax elections made by the recipient. The shares were awarded quarterly on a Restricted Stock Agreement which has a six month time lapse restriction and is subject to forfeiture upon voluntary termination of employment.

As described in Footnote #3, the Company issued 2,500,000 shares of restricted common stock on March 8, 2013 to MEDL Mobile Holdings, Inc. valued at $50,000.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in Management's Discussion and Analysis ("MD&A"), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “would,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate,” or “believe.” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements are subject to a number of risks, uncertainties and developments beyond our control or foresight including changes in the trends of the mobile computing industry, formation of competitors, changes in governmental regulation or taxation, changes in our personnel and other such factors. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers should carefully review the risk factors and related notes included under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 13, 2012.

Business Overview

MacroSolve, Inc. (“MacroSolve,” “we,” “us,” or the “Company”) is an Oklahoma corporation formed on January 17, 1997, under the laws of the State of Oklahoma. We are focused on intellectual property licensing, enforcement of our patent in the mobile app space and other patent services. We also offer consulting and mentoring services to small and medium sized mobile software companies, including strategies for mobile app development, commercialization and financing of mobile apps. Due to the small number of employees, we no longer maintain a physical workspace, but allow our employees to work remotely. Our mailing address is 9521-B Riverside Parkway, #134, Tulsa, Oklahoma 74137.

Since March 2011, we have been protecting our intellectual property rights against entities we have identified as potentially infringing our rights. In October 2010, we received U.S. patent #7,822,816, which addresses mobile information collection systems across all wireless networks, smart phones, tablets, and rugged mobile devices, regardless of carrier and manufacturer. To date, complaints have been filed against 101 defendants and we are continuously identifying potential infringers with numerous potential infringers identified as of the date of this report. Out of these lawsuits, we have received 60 settlements in the form of non-exclusive, perpetual paid-up licenses for licensed products or for royalties based on a percentage of revenue.

Recent Transactions

The Company finalized an agreement on June 5, 2013 with Endexx Corporation (EDXC), a micro-cap company which collaborates with independent software developers, scientists, engineers and other companies to build businesses that can thrive collectively in the equity markets. During the six month engagement, the Company will provide its virtual management team to assist Endexx with coordinating business planning, investor interests and intellectual property for a mobile app venture that uniquely addresses advertising market analytics. The Company is also providing Patent Advisory Services to Endexx. As part of those services, Endexx receives a variable limited ‘816’ license during the course of the business advisory engagement while its app is in development with the agreement that a permanent license will be negotiated upon the app’s completion. Endexx issued 125,000 shares of its restricted stock valued at $15,000 to the Company with the balance of $15,000 to be paid in cash.

The Company finalized an agreement on June 12, 2013 with RIJO Investment Group, a private company based in Los Angeles, California, to provide its virtual management team to assist RIJO with coordinating business planning, investor interests, content expertise and third party technology partners for a venture that uniquely optimizes historical content, GPS and social media. This is initially a two month project during the proof of concept phase and does not include patent advisory services or stock for services. The parties are working together towards a project extension to cover the initial funding and build out phase.

On March 12, 2013, the Company finalized an agreement with MEDL Mobile Holdings, Inc. (“MEDL”), a company involved in the creation, development, marketing and monetization of mobile apps. MEDL has the right to extend its license to the Company’s ‘816 patent to its app development clients on a ‘per install’ basis. The Company will receive a percentage of the passive revenues, which are subject to MEDL achieving minimum performance goals starting in the third quarter of 2013. As a part of the agreement, each company received $50,000 worth of the other’s stock with the price per share determined by the volume weighted average price for each stock for the last twenty trading days prior to execution of the agreement. The Company received 147,692 shares of MEDL stock priced at $0.34 per share and MEDL received 2,500,000 shares of the Company’s stock priced at $0.02 per share. As of September 30, 2013, MEDL did not meet its minimum performance goals and loss certain exclusivity conditions; however, the parties are working together to facilitate MEDL’s licensing strategy to its app development clients.

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As previously reported, the Company sold substantially all of the assets relating to its Illume Mobile business on July 31, 2012. Accordingly, all operating results disclosed in this quarterly report only include the results from continuing operations, and exclude the results for the Illume Mobile business, which are presented as discontinued operations.

Results of Operations

Quarter Ended September 30, 2013 compared to Quarter Ended September 30, 2012 (all references are to the Quarter Ended September 30)

Net Revenues: Net revenues decreased $398,000 or 71%, to $161,000 in the quarter ended September 30, 2013 from $559,000 for the same period in 2012. Sources of revenue were derived primarily from our IP licensing activities, which are subject to fluctuation due to the nature of legal proceedings. As anticipated, the legal proceedings against Defendants GEICO Insurance Agency, GEICO Casualty Company, Governmental Employees Insurance Company and Newegg, Inc., including the September 26, 2013 Markman Hearing which was held in the Eastern District of Texas, impacted the number of IP licenses issued pursuant to settlements in the third quarter. The Company is still awaiting the outcome of the hearing, which will be announced at the Court’s discretion. The decision of the hearing and/or the period of time the Company needs to wait for the decision may impact the operating results in the fourth quarter for 2013. The Company began offering consulting services late in the fourth quarter of 2012. Recognized consulting revenues were less than 1% of the total third quarter 2013 revenues as the Company continues to build its services offerings and prospects list of small or early-stage mobile app companies. To date, consulting engagements have primarily consisted of short term, initial engagements scoped to assist clients with high level business plans for investor presentations. The Company expects to offer consulting and patent advisory services to its current customers who are successful in their fundraising efforts, with more significant consulting revenues expected next year during customers’ implementation stages.

Cost of Revenues and Gross Profit: Cost of revenues for the quarter ended September 30, 2013 decreased $159,000, or 61%, from $261,000 for the quarter ended September 30, 2012 to $102,000 in 2013. Costs include contingent legal fees, which decreased $167,000 over the prior period in relation to the decrease in revenues, and other costs associated with enforcing our intellectual property, which increased $8,000 over the prior period. The resulting gross profit for the quarter ended September 30, 2013 of $59,000 was lower by $239,000, or 80%, than the gross profit for the quarter ended September, 2012 of $298,000. Gross profit margins were 37% and 53% for the third quarters of 2013 and 2012, respectively.

Operating Expenses: Operating expenses primarily consist of selling, general and administrative expenses. Selling, general and administrative expenses decreased by $588,000 or 78%, to $169,000 in the quarter ended September 30, 2013 from $757,000 for the same period in 2012. One reason for this decrease was lower financial advisory services, which decreased $176,000 as the result of payments, both in cash and in stock, for investor relations in 2012 that were not incurred in 2013. Furthermore, as a result of the July 2012 sale of the Illume Mobile division, the Company recognized $294,000 in amortization expense and $136,000 in bad debt expense in the third quarter of 2012 and was reimbursed $16,000 in transition services, which offset third quarter 2012 operating expenses.

Loss from Operations: Loss from operations for the quarter ended September 30, 2013 of ($110,000) was a decrease of $349,000, or 76%, from the loss from operations in 2012 of ($459,000), primarily due to a $588,000 decrease in selling, general and administrative expenses described above and offset by a $239,000 decrease in gross profit.

Other Income and Expense: Total other expenses of $11,000 in the third quarter of 2013 decreased $10,000, or 48%, over the total of $21,000 in 2012. This decrease is due to a $8,000 decrease in interest expense incurred in 2012 associated with debentures that were converted to stock in 2012 and a $2,000 increase in interest income received on interest bearing bank accounts and from late charges paid by a licensee on prior period royalties.

Net Loss: Net loss of ($121,000) as of September 30, 2013 decreased $359,000, or 75%, from the net loss for the same quarter in 2012 of ($480,000), primarily as a result of the factors described above.

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Nine Months Ended September 30, 2013 compared to Nine Months Ended September 30, 2012 (all references are to the Nine Months Ended June 30)

Net Revenues: Net revenues decreased $851,000 or 43%, to $1,130,000 in the nine months ended September 30, 2013 from $1,981,000 for the same period in 2012. Prior to the sale of Illume Mobile in July 2012, the Company recognized $516,000 in revenues associated with those operations. IP licensing revenues decreased $362,000 to $1,102,000 from $1,464,000 in the first nine months of 2013, which resulted from decreased IP licensing activities in the third quarter of 2013 as discussed above for results of operations for the three months ended. IP licensing activities are subject to fluctuation due to the nature of legal proceedings. As previously disclosed, the September 26, 2013 Markman Hearing which was held in the Eastern District of Texas, impacted the number of IP licenses issued pursuant to settlements in the third quarter. The Company is still awaiting the outcome of the hearing, which will be announced at the Court’s discretion. The decision of the hearing and/or the period of time the Company needs to wait for the decision may impact the operating results for the fiscal year ending 2013. The Company anticipates revenues will be sufficient to meet operating costs and has ample cash reserves to fund its scaled-back operations. The Company began offering consulting services late in the fourth quarter of 2012 and has recognized consulting revenues of $27,000 through the third quarter of 2013 and continues to grow its pipeline of consulting opportunities. The Company expects to offer consulting and patent advisory services to its current customers who are successful in their fundraising efforts, with more significant consulting revenues expected next year during customers’ implementation stages.

Cost of Revenues and Gross Profit: Cost of revenues for the nine months ended September 30, 2013 decreased $350,000, or 41%, from $860,000 for the nine months ended September 30, 2012 to $510,000 in 2013. Costs include contingent legal fees, which decreased $139,000 over the prior nine month period in relation to the decrease in revenues, and other costs associated with enforcing our intellectual property, which increased $28,000 over the prior nine month period. The resulting gross profit for the nine months ended September 30, 2013 of $620,000 was lower by $501,000, or 45%, than the gross profit for the nine months ended June 30, 2012 of $1,121,000. Gross profit margins were 55% and 57% for the first nine months of 2013 and 2012, respectively.

Operating Expenses: Operating expenses primarily consist of selling, general and administrative expenses. Selling, general and administrative expenses decreased by $2,422,000 or 82%, to $529,000 in the nine months ended September 30, 2013 from $2,951,000 for the same period in 2012. General and administrative expenses decreased by $1,329,000 or 71% from $1,857,000 in the first nine months of 2012 to $528,000 in 2013. The primary reason for this decrease was lower financial advisory services, which decreased $500,000 as the result of payments, both in cash and in stock, for investor relations in 2012 that were not incurred in 2013. Additionally, due to the 2012 sale of Illume Mobile, there was a $488,000 decrease is depreciation and amortization expense, a $136,000 decrease in bad debt expense, a $126,000 decrease in occupancy costs and a $57,000 decrease in legal and accounting costs.

Income from Operations: Income from operations for the nine months ended September 30, 2013 of $91,000 was up $1,921,000, or 105%, from the loss from operations for the nine months ended September 30, 2012 of ($1,830,000), primarily due to a $2,422,000 decrease in selling, general and administrative expenses described above and offset by $501,000 decrease in gross profit.

Other Income and Expense: Total other expenses of $32,000 in the first nine months of 2013 decreased $106,000, or 72%, over the total of $138,000 in the first nine months of 2012. This decrease is primarily due to a $100,000 decrease in interest expense incurred in 2012 associated with debentures that were converted to stock in 2012 and a $6,000 increase in interest income received on interest bearing bank accounts and from late charges paid by a licensee on prior period royalties.

Net Income: Net income of $59,000 for the nine months ended September 30, 2013 was up $2,026,000, or 103%, from the net loss for the period in 2012 of ($1,968,000), primarily as a result of the factors described above.

Liquidity and Capital Resources

As of September 30, 2013, the Company had total current assets of $923,093 and total current liabilities of $229,065 resulting in working capital of $694,028. As of September 30, 2013, the Company had cash and cash equivalents of $757,986 and an accumulated deficit of $14,391,437 since operations commenced in 1997.

Although there was a net loss in 2012, the Company's independent registered public accounting firm's audit report for the year ended December 31, 2012 did not contain a qualified opinion or an explanatory paragraph regarding the Company's ability to continue as a going concern as it had in prior years. As discussed above, the Company experienced a $(121,000) net loss in the third quarter of 2013 and net income of $59,000 for the nine months ended September 30, 2013 with fourth quarter 2013 results likely to be impacted by fluctuations in the various legal proceedings and slower growth of consulting and patent services revenues. The Company demonstrated profitability after the divestiture of Illume Mobile, improved its financial ratios, and management’s plan does not contemplate the need for future debt or equity raises. The accompanying financial statements have been prepared assuming that the Company continues as a going concern and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The ability of the Company to continue as a going concern on a long-term basis will be dependent upon its ability to create and market innovative products and services and sustain adequate working capital to finance its operations.

We have historically financed our operations through operating revenues, proceeds from bank loans, shareholder loans and sales of equity and debt securities to accredited investors. Since the 2012 divestiture of Illume Mobile and its deficit operation, the Company expects to generate sufficient working capital through operations to support its requirements without additional debt or equity financing.

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2011 Debenture Financing

Between April and June 2011, the Company sold Convertible Debentures Series 2011 (the “2011 Class A Debentures”) with Class A Warrants for gross proceeds of $950,000 and the conversion of $725,000 of 2010 Debentures into 2011 Debentures. Between September and October 2011, the Company sold Convertible Debentures Series 2011 (the “2011 Class B Debentures” and together with the 2011 Class A Debentures, the “2011 Debentures”) with Class B Warrants for gross proceeds of $700,000 and the conversion of $25,000 in accrued compensation.

The 2011 Debentures, which mature on December 31, 2016, earn interest at an annual rate of 12%, which will be paid quarterly exclusively from the Debenture Account. Principal on the 2011 Debentures will be paid quarterly at management’s discretion and as the Debenture Account permits. A Debenture Account has been established with a financial institution for the deposit of 25% of the net funds the Company receives from licensing its intellectual property.

The 2011 Class A Debentures may be converted into shares of Common Stock at the option of the holder. Upon conversion, the holder will be entitled to receive the number of shares of Common Stock that equal to two hundred percent (200%) of the face amount of the 2011 Class A Debentures, together with accrued and unpaid interest, divided by the conversion price, which is the weighted average price for the five-day trading period preceding the 2011 Class A Debenture investment. Any 2011 Class A Debentures that are outstanding on the maturity date that have not been repaid from the Debenture Account will be repaid by the issuance of shares of Common Stock at the conversion price. As of September 30, 2013, there was $100,000 principal amount of 2011 Class A Debentures outstanding that were convertible into approximately 1,587,302 shares of common stock.

The 2011 Class A Debenture investors also received common stock purchase warrants, designated by the Company as Class A Warrants, which expire on December 31, 2016. As of September 30, 2013, there were Class A Warrants outstanding to purchase an aggregate of 18,475,827 shares of common stock at exercise prices ranging between $0.063 and $0.109.

The 2011 Class B Debentures may be converted into shares of Common Stock at the option of the holder. Upon conversion, the holder will be entitled to receive the number of shares of Common Stock that equal to two hundred percent (200%) of the face amount of the 2011 Class B Debentures, together with accrued and unpaid interest, divided by the conversion price, which is the weighted average price for the five-day trading period preceding the 2011 Class B Debenture investment, however 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. Any 2011 Class B Debentures that are outstanding on the maturity date that have not been repaid from the Debenture Account will be repaid by the issuance of shares of Common Stock at the conversion price. As of September 30, 2013, there were $50,000 principal amount of 2011 Class B Debentures outstanding that were convertible into approximately 1,000,000 shares of common stock.

The investors in 2011 Class B Debentures also received common stock purchase warrants, designated by the Company as Class B Warrants, which expire on December 31, 2016. As of September 30, 2013, there were Class B Warrants outstanding to purchase an aggregate of 8,961,614 shares of common stock at exercise prices of $0.10.

Other

In May and June 2012, four directors loaned the Company a total of $449,300 for working capital. In July 2012, three directors loaned a total of $50,000 for working capital. The notes were secured by the unencumbered 75% of patent settlement license fees secondary to the security interest of a financial institution and provided for accrued interest at 12% payable on maturity at September 30, 2012. The total accrued interest on shareholder loans which matured September 30, 2012 was $25,381. Two directors were owed $9,000 for guaranteeing the advancing term loans in 2011 and 2012. The total amount due to the four directors of $533,681, including accrued interest and loan guarantees, was rolled over into new notes dated September 30, 2012. The new notes are secured by the unencumbered 75% of patent settlement license fees and provide for accrued interest at 6% payable on maturity at January 1, 2015. The accrued interest at September 30, 2013 is $32,021.

To lower its required cash expenditures for the quarter ended September 30, 2013, the Company issued 868,852 shares of common stock to management for compensation for services rendered in the second quarter of 2013. As a result of lower revenues in the quarter ended September 30, 2013, CEO James McGill’s monthly salary was reduced to $1,000 per month effective July 1, 2013 and each of the two directors agreed to receive their $4,000 quarterly compensation in common stock. The Company issued a total of 1,706,731 shares of common stock to management and a total of 386,048 shares of common stock to directors in October 2013 for compensation incurred during the quarter ended September 30, 2013.

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Sources and Uses of Cash

	Nine Months ended September 30,
(In thousands)	2013			2012
Cash flow data:
Net cash provided by (used in) operating activities	$	189		$	(1,044	)
Net cash (used in) provided by investing activities		(23	)		8
Net cash (used in) provided by financing activities		(67	)		1,078
Net increase in cash and cash equivalents		99			42
Cash and cash equivalents, beginning of period		659			273
Cash and cash equivalents, end of period	$	758		$	315

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2013 was $189,000, an increase of $1,233,000 from the $1,044,000 cash used in operating activities in the first nine months of 2012. Net income of $59,000 for the first nine months of 2013 contributed $2,224,000 more to operating activities than the first nine months of 2012, which had a ($2,165,000) net loss. Depreciation and amortization expense decreased by $514,000 to $2,500 in the first nine months of 2013 compared to $517,000 in the first nine months of 2012, primarily due to the divestiture of Illume Mobile and its assets. The value of stock issued for services in the first nine months of 2013 was $106,000, a $197,000 decrease compared to $303,000 in the first nine months of 2012. Prepaid expenses and other assets decreased by $186,000 in the first nine months of 2013 and unearned income decreased by $506,000 primarily due to the $500,000 write off of the potential earn out from the sale of Illume Mobile in 2012. The Company reclassified $13,500 of accrued compensation liability to an officer to a note payable on September 30, 2013.

Investing Activities

Cash used in investing activities for the nine months ended September 30, 2013 was $23,000, a decrease of $31,000 from the $8,000 cash used in investing activities during the same period in 2012. The decrease was primarily due to the $233,000 in software development costs expended in 2012, offset by the $250,000 cash received from the sale of Illume Mobile and $15,000 stock received from Endexx Corporation in exchange for services.

Financing Activities

Net cash used by financing activities for the nine months ended September 30, 2013 was $67,000 compared with $1,078,000 provided by financing activities for the same period in 2012, a decrease of $1,145,000. In the first nine months of 2012, the Company raised approximately $1,088,000 in debenture financing, net shareholder loans and sale of stock to accredited investors, whereas no new financing occurred in 2013. The Company repaid $10,000 on a bank line of credit in the first nine months of 2013 and the subsequently retired the credit facility. The Company is repaying $7,500 per month, or $67,500 through the first nine months of 2013, on its refundable award from the State of Oklahoma Technology Business Finance Program. The unsecured $150,000 note, which originated in 2003, was to be repaid in five years at two times the amount of the award or less if paid earlier. Interest was imputed at 14.27% and the full $300,000 became payable in September 2007. Monthly payments were suspended in October 2008 and resumed in October 2012 in the amount of $7,500 per month. The loan proceeds were used solely for sales and marketing expenses. As of September 30, 2013, $147,500 of principal and interest remained due and payable on the note.

Critical Accounting Policies

Accounts Receivable and Credit Policies:

Trade accounts receivable consist of amounts due from the sale of patent licenses and consulting services. Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. In many instances, the Company is extending trade terms to customers who have agreed to acquire IP licenses as a result of settlement agreements. At the quarter ended September 30, 2013 and at fiscal year ended December 31, 2012, the Company deems all trade receivable amounts recorded as collectible and, thus has not provided an allowance for uncollectible amounts.

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Property and Equipment:

Property and equipment are recorded at cost. Depreciation is computed using straight-line methods applied to individual property items based on estimated useful lives.

Revenue Recognition and Unearned Income:

Revenues from intellectual property licenses are recognized upon receipt. When intellectual property licenses are received under a contingent fee agreement with the law firm of Antonelli, Harrington & Thompson LLP, and the applicable contingent legal expense is recorded as a cost of sale. The $500,000 in unearned income at December 31, 2012 consisted of the total potential earn-out payment from DecisionPoint Systems from the sale of Illume Mobile assets. The Company reversed the $500,000 income accrual as of March 31, 2013 due to uncertainty that the earn-out payment would be achieved. During the quarter ended September 30, 2013, DecisionPoint Systems reported that the earn-out payment was not achieved.

Consulting services revenues consist primarily of advisory services to third party customers under contract for specific projects. Contracted projects that are fixed price are accounted for under the percentage-of-completion method of accounting. Revenue from contracted projects that are for provision of services is recognized at the time the service is provided.

Long-Lived Assets:

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, “Impairment or Disposal of Long-lived Assets”. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges were incurred during the periods ended September 30, 2013 and December 31, 2012.

Stock-Based Compensation:

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Compensation Costs”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company issues Restricted Stock Awards which vest over six month in the case of salary differential awards and over three years in the case of bonus plans to employees. If the employee elects 83(b) tax treatment of the award, the fair market value is recognized as compensation in the month of the election.

Effect of Recently Issued Accounting Pronouncements

In December 2011, the FASB issued Accounting Standards Update No. 2011-11, “Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities.” The Boards initially proposed a joint model describing when it is appropriate to offset financial assets and liabilities on the balance sheet that would have been close to the more restrictive IFRS approach, but instead decided to focus on developing common disclosure requirements. New disclosures are required to enable users of financial statements to understand significant quantitative differences in balance sheets prepared under US GAAP and IFRS related to the offsetting of financial instruments. The existing US GAAP guidance allowing balance sheet offsetting, including industry-specific guidance, remains unchanged. The Company does not offset financial instruments and therefore does not expect the adoption of ASU 2011-11 to have a material effect on our financial statements. In January 2013, ASU 2013-013, “Balance Sheet (Topic 210), “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” was issued by the FASB. The ASU addresses offsetting derivative assets and liabilities and will affect comparative financial statements as disclosures will be applied retrospectively. The ASU is effective for fiscal years beginning on or after January 1, 2013 with no early adoption. We have evaluated and adopted the pronouncement and do not expect it to have a material effect on our financial statements.

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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 4 - CONTROLS AND PROCEDURES

a) Evaluation of disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2013, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are not currently aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

We are currently a party to 21 legal proceedings we initiated in the United States District Court Eastern District of Texas against 22 alleged infringers of our United States Patent #7,822,816. In each action, we claimed that each of defendants, directly or through intermediaries, made, has made, used, imported, provided, supplied, distributed, sold, and/or offered for sale products and/or systems that infringed one or more claims of United States Patent #7,822,816. We asked the Court for relief, including permanent injunctions, damages and costs we incurred because of the infringing activities, including interest and attorney fees. Any resulting litigation, however, will be subject to inherent uncertainties and the favorable outcome of any litigation is inestimable.

A summary of the legal proceedings initiated by the Company that are still outstanding and the status of legal proceedings that have been resolved since last reported is as follows:

Filing Date	Defendant	Case Number	Status	Date of Disposition (if any)
21-Dec-11	American Airlines, Inc.	6:11-CV-685	Open		N/A
30-Jan-12	Newegg Inc.	6:12-CV-46	Open		N/A
17-Feb-12	GEICO Casualty Company and Government Employees Insurance Company	6:12-CV-74	Open		N/A
17-Feb-12	GEICO Insurance Agency, Inc.	6:12-CV-74	Open		N/A
4-Dec-12	Sears Holdings Management Corporation et al	6:12-CV-916	(b)	9/25/2013
21-Dec-12	SkyMall, Inc.	6:12-CV-977	(b)	9/11/2013
25-Feb-13	Costco Wholesale Corporation	6:13-CV-198	Open		N/A
25-Feb-13	GameStop Corp, et al	6:13-CV-200	Open		N/A
25-Feb-13	Gilt Groupe Holdings, Inc. et al	6:13-CV-201	Open		N/A
25-Feb-13	Kohl's Department Stores, Inc. et al	6:13-CV-202	Open		N/A
26-Feb-13	Nordstrom, Inc. et al	6:13-CV-204	Open		N/A
26-Feb-13	Pandora Media, Inc.	6:13-CV-205	Open		N/A
26-Feb-13	Staples, Inc. et al	6:13-CV-207	Open		N/A
12-Sep-13	Box, Inc.	6:13-CV-665	Open		N/A
12-Sep-13	Carlson Hotels, Inc., et al	6:13-CV-666	Open		N/A
12-Sep-13	Chipotle Mexican Grill, Inc. et al	6:13-CV-667	Open		N/A
12-Sep-13	Comcast Corporation et al	6:13-CV-668	Open		N/A
12-Sep-13	Discover Financial Services, Inc. et al	6:13-CV-669	Open		N/A
12-Sep-13	Dropbox, Inc.	6:13-CV-670	Open		N/A
12-Sep-13	Five Guys Enterprises, LLC et al	6:13-CV-671	Open		N/A
12-Sep-13	Home Box Office, Inc.	6:13-CV-672	Open		N/A
12-Sep-13	MediaFire, LLC	6:13-CV-673	Open		N/A
12-Sep-13	Meetup, Inc.	6:13-CV-674	Open		N/A
12-Sep-13	Wyndham Hotel Group, LLC et al	6:13-CV-675	Open		N/A

	(a) Lawsuit dismissed without prejudice.
	(b) Lawsuit dismissed with prejudice pursuant to a settlement agreement.

Item 1A. Risk Factors

Not required under Regulation S-K for “smaller reporting companies.”

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Stock issuances

During the quarter ended September 30, 2013, the Company issued 868,852 shares of compensation shares to a management executive in lieu of $26,500 cash compensation for services rendered during the second quarter of 2013 which had been recorded at a value of $26,500 in stock based compensation. 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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

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 Taxonomy Extension Schema Document*

101 CAL

XBRL Taxonomy Calculation Linkbase Document*

101 LAB

XBRL Taxonomy Labels Linkbase Document*

101 PRE

XBRL Taxonomy Presentation Linkbase Document*

101 DEF

XBRL Taxonomy Extension Definition Linkbase Document*

______________________

Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements 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: November 1, 2013	By:	/s/ JAMES C. MCGILL
		James C. McGill
		Chief Executive Officer (Principal Executive Officer)

Date: November 1, 2013	By:	/s/ KENDALL CARPENTER
		Kendall Carpenter
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)