U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Commission
File Number: 333-155280
Notification of Late
Filing
(Check
One):
[X] Form 10-K
[ ] Form 20-F [ ] Form 11-K [ ]
Form 10-Q [ ] Form N-SAR
For
Period Ended: December 31, 2008
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[ ]
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Transition Report
on Form 10-K
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[ ]
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Transition Report on
Form 20-F
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[ ]
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Transition Report
on Form 11-K
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[ ]
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Transition Report on Form 10-Q
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[ ]
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Transition
Report on Form N-SAR
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For the
Transition Period Ended:
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I - Registrant
Information
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OptimizeRx Corporation
Full
Name of Registrant
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_____________________
Former
Name if Applicable
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407 Sixth Street
Address
of Principal Executive Office (Street and
Number)
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Rochester, MI 48307
City,
State and Zip Code
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Part II - Rules 12b-25(b)
and (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-(b), the following should be
completed. (Check box, if appropriate)
[X] (a)
The reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
[X] (b)
The subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, 11-K or Form N- SAR, or portion thereof will be filed on or before
the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date;
and
[ ] (c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
Part III -
Narrative
State
below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof could not be file within the
prescribed period.
The
Company was unable to compile the necessary financial information required to
prepare a complete filing. Thus, the Company would be unable to file
the periodic report in a timely manner without unreasonable effort or
expense. The Company expects to file within the extension
period.
Part IV - Other
Information
(1) Name
and telephone number of person to contract in regard to this
notification.
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David A. Harrell
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248
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651-6558
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under section 13 or 15(d) of the Securities
Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ]
No
2
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof? [ ] Yes [X] No
If so:
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
OptimizeRx
Corporation
(Name of
Registrant as specified in charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date: March
26, 2009
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By: /s/
David A.
Harrell
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David A. Harrell
Its:
Chief Executive Officer
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