[X]
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31,
2008
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[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |
For
the transition period from _________ to ________
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Commission
file number: 000-53605
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OptimizeRx Corporation
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|||
(Exact
name of registrant as specified in its charter)
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Nevada
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26-1265381
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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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407 Sixth Street, Rochester,
MI
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48307
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number: 248.651.6558
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|
Securities
registered under Section 12(b) of the Exchange Act:
|
|
Title
of each class
|
Name
of each exchange on which registered
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None
|
Not Applicable
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Securities
registered under Section 12(g) of the Exchange Act:
|
|
Title
of each class
|
|
Common Stock, par value
$0.001
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Page
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PART I
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PART II
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PART III
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PART
IV
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Item 15. | Exhibits, Financial Statement Schedules |
o
|
OPTIMIZERx.com
– Our Site is a portal to healthcare savings for patients to centrally
review and participate in prescription and healthcare savings and support
programs. We strive to provide all the information and guidance that
patients undergoing long-term pharmaceutical treatments may require.
Patients can search by their medication or their condition in order to
access educational information regarding their condition, information
regarding their medication, coupons for instant savings when they purchase
their medications, information on free drug trials, and guidance to any
other savings programs available to them.
By
providing information as well as significant savings opportunities to
users of our Site, we hope to become the default medical website for both
patients and the pharmaceutical industry. We feel that the aging of the
baby boom generation, combined with the preponderance of internet usage to
access information and savings in all areas, has created a large potential
market for our Site. The Site is also the launching point for our other
products, OFFERx and ADHERxE.
|
o
|
OFFERx
– We have entered into an exclusive relationship with Cegedim Dendrite’s
OPUS Health division (“OPUS”). OPUS specializes in developing
pharmaceutical sales and marketing programs, having pioneered the use of
pharmacy loyalty cards. They also have the largest pharmacy network in the
industry, having contracted with over 61,000 pharmacies. Through our
relationship with OPUS, we gain access to and have the opportunity to
offer programs for the pharmacies in OPUS’s network. OPUS, in turn,
manages the loyalty cards generated through the program, building their
patient database as well.
Our
turn-key online platform, OFFERx, allows manufactures to create, promote,
and fulfill new medication offering programs directly in all of the
pharmacies that participate in our system, which now includes the over
61,000 pharmacies in OPUS’s network. Through our simple online interface,
pharmaceutical manufacturers can offer coupons, discounts, and free trials
directly to patients on our Site. This gives a significant level of
control to manufacturers regarding the timing and level of their
discounts. It also allows unprecedented flexibility in responding to
market conditions as manufacturers will no longer need to allow for the
long lead times necessary to prepare, print, and distribute the materials
traditional required for such
programs.
|
o
|
ADHERxE
– We have entered into an exclusive relationship with S&H Digital
(“S&H”), the Interactive division of Suddler and Hennessey of WPP
healthcare communications agency. S&H has experience in web
development, search engine marketing, database marketing, reporting, and
analytics, specializing in pharmaceutical marketing. Through our
agreement, S&H is responsible for the creating content and managing
ADHERxE.
AHERxE
is our turn-key online platform that allows manufacturers to engage and
monitor patients each month in exchange for activation of their monthly
co-pay coupons. Pharmaceutical companies that wish to monitor the usage
and effectiveness of their products through online surveys are able to
provide incentives for patients to participate in the surveys by providing
discounts through online coupons available on our Site. Patients complete
an initial survey to determine their treatment status. Each month, when
patients respond to reminder emails and complete the manufacturer’s
ongoing survey, they receive a coupon for discounts on their medications
copays. This helps patients afford their medications and provides a way
for pharmaceutical companies to track patient usage and results of
treatment programs.
|
·
|
Internet
Marketing
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·
|
Public
Relations Campaigns
|
·
|
Physician
Offices
|
·
|
Direct
to Consumer Marketing
|
·
|
Newspaper
and Advertising
|
·
|
Cable
TV
|
·
|
Pharmacy
Partners
|
·
|
Fortune
500 Employers- Benefits Departments
|
·
|
Unions
and Other Church and Civic
organizations
|
·
|
Quality
Health – Quality Health hosts an interactive website that allows users to
research information regarding medical conditions, medications, and
treatments. Visitors to their website can also search for doctors or
health centers in their area, both generally and specific to their
condition.
|
·
|
WebMD
– WebMD provides in-depth reference material regarding medical conditions
and medicines to users. Individuals can search for a diagnosis via
symptoms or research details regarding their previously diagnosed medical
conditions. Online support forums are also hosted for patients with
particularly challenging
conditions.
|
·
|
McKesson
– McKesson Corporation has been providing health care services in the
United States for over 175 years. They act as a distributor for
pharmaceutical companies to a network of pharmacies, and have developed
online solutions for customers, third-party payors, and manufacturers.
McKesson has significantly greater financial resources and brand
recognition than we do.
|
·
|
Drugs.com
– Drugs.com provides free, accurate, and independent advice on more than
24,000 prescription drugs, over-the-counter medicines, and natural
products. Their data sources include Micromedex™, Cerner Multum™, Wolters
Kluwer™, and others. Users can search by condition or
medication.
|
App
Number/ Filing
Date
|
Brief
Summary
(Products
Covered)
|
Status
|
S.N.
11/528,292
September
27, 2006
|
System
for providing patient savings and promoting health care product
sales
|
Patent
application
pending.
|
Fiscal
Year Ending December 31, 2008
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||||
Quarter
Ended
|
High
$
|
Low
$
|
||
December
31, 2008
|
4.30
|
1.56
|
||
September
30, 2008
|
4.20
|
3.90
|
||
June
30, 2008
|
15.00
|
3.90
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||
March
31, 2008
|
7.00
|
4.00
|
Fiscal
Year Ending December 31, 2007
|
||||
Quarter
Ended
|
High
$
|
Low
$
|
||
December
31, 2007
|
72.00
|
3.00
|
||
September
30, 2007
|
490.00
|
64.00
|
||
June
30, 2007
|
550.00
|
360.00
|
||
March
31, 2007
|
590.00
|
380.00
|
|
1.
|
We
would not be able to pay our debts as they become due in the usual course
of business; or
|
|
2.
|
Our
total assets would be less than the sum of our total liabilities, plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the
distribution.
|
A
|
B
|
C
|
|
Plan
Category
|
Number
of securities to
be issued
upon
exercise of outstanding
options,
warrants and rights
|
Weighted-average
exercise
price of outstanding
options,
warrants and right
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(A))
|
Equity
compensation plans
approved
by security
holders
|
-
|
-
|
-
|
Equity
compensation plans
not
approved by security
holders
|
7,424,500
|
$1.89
|
1,125,000
|
Total
|
7,424,500
|
$1.89
|
1,125,000
|
·
|
The
online patient savings portal OPTIMIZERx.com and our network
affiliates
|
·
|
OFFERx
to develop, promote and fulfill new offers from pharmaceutical and
healthcare manufactures
|
·
|
ADHERxE
to allow manufacturers to re-engage their customers through the activation
of new savings each month
|
Estimated
Monthly Expenses:
|
Normal
Expected Range
|
Staff
salaries
|
$25,000
- 35,000
|
Independent
Sales Representatives
|
$10,000
- 15,000
|
IT
and Web/Product Development
|
$10,000
- 15,000
|
Rent
and other general expenses
|
$5,000
- 10,000
|
Travel
and other related expenses
|
$5,000
- 10,000
|
Other
expenses
|
$2,000
- 5,000
|
Marketing
& Advertising
|
(Variable:
See comments below)
|
§
|
Pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
§
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with U.S. GAAP, and that
receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company;
and
|
§
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial
statements.
|
§
|
The
company currently only has one employee to oversee bank reconciliations,
posting payables, and so forth, so there are no checks and balances on
internal controls. Mr. David Lester recently assumed responsibilities for
the company as the sole officer. Prior officers of the company
have not implemented checks and balances on internal
controls.
|
Name
|
Age
|
Position(s)
and Office(s) Held
|
David
A. Harrell
|
42
|
Chief
Executive Officer, President and Director
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Thomas
E. Majerowicz
|
57
|
Secretary
and Director
|
Terence
J. Hamilton
|
43
|
Director
|
1.
|
Reviewed
and discussed the audited financial statements with management,
and
|
2.
|
Reviewed
and discussed the written disclosures and the letter from our independent
auditors on the matters relating to the auditor's
independence.
|
SUMMARY
COMPENSATION TABLE
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|||||||||
Name
and
principal
position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
David
Harrell, Former President and CEO
|
2008
2007
2006
|
144,000
144,000
111,000
|
-
-
-
|
-
-
-
|
91,000(1)
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
235,000
144,000
111,000
|
James
Vandeberg, Former CEO of RFID
|
2008
2007
2006
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
(1)
|
Options
to purchase 100,000 shares of Common Stock valued at $0.91 per share with
an exercise price of $1.00 per share. Please see our
Management’s Discussion and Analysis for a discussion on the valuation of
our options .
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
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|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
David
Harrell
|
100,000
(1)
|
0
|
0
|
$1.00
|
March
5, 2013
|
0
|
0
|
0
|
0
|
Terry
Hamilton
|
150,000
(1)
|
0
|
0
|
$1.00
|
March
5, 2013
|
0
|
0
|
0
|
0
|
Vernon
Hartman
|
50,000
(1)
|
0
|
0
|
$1.00
|
March
5, 2013
|
0
|
0
|
0
|
0
|
Andrew
Dahl
|
20,000
(1)
|
0
|
0
|
$1.00
|
March
5, 2013
|
0
|
0
|
0
|
0
|
Jay
Pinney, MD
|
25,000
(1)
|
0
|
0
|
$1.00
|
March
5, 2013
|
0
|
0
|
0
|
0
|
Thomas
Majerowicz
|
20,000
(1)
|
0
|
0
|
$1.00
|
March
5, 2013
|
0
|
0
|
0
|
0
|
(1)
|
These
options fully vested on the date of
grant.
|
DIRECTOR
COMPENSATION
|
|||||||
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Thomas
E. Majerowicz
|
-
|
-
|
18,200(1)
|
-
|
-
|
-
|
18,200
|
Terence
J. Hamilton
|
-
|
-
|
136,500(2)
|
-
|
-
|
-
|
?136,500
|
(1)
|
Represents
20,000 options to purchase common stock valued at $0.91 per share with an
exercise price of $1.00 per share. 20,000 options were outstanding at the
end of our fiscal 2008 year. Please see our Management’s Discussion
and Analysis for a discussion on the valuation of our common
stock.
|
(2)
|
Represents
150,000 options to purchase common stock valued at $0.91 per share with an
exercise price of $1.00 per share. 150,000 options were outstanding
at the end of our fiscal 2008 year. Please see our Management’s
Discussion and Analysis for a discussion on the valuation of our common
stock.
|
Title
of class
|
Name
and address of
beneficial owner (1)
|
Amount
of beneficial
ownership
|
Percent
of
class(2)
|
Executive
Officers & Directors:
|
|||
Common
|
David
A. Harrell(3)
|
3,612,250
shares
|
29.21%
|
Common
|
Thomas
E. Majerowicz(4)
|
242,750
shares
|
2.00%
|
Common
|
Terence
J. Hamilton(5)
|
595,500
shares
|
4.80%
|
Total
of All Directors and Executive Officers:
|
4,450,500
shares
|
35.51%
|
|
More
Than 5% Beneficial Owners:
|
|||
Common
|
Richard
J. Kraniak Roth IRA(6)
|
1,250,000
shares
|
10.19%
|
Common
|
Cypress
Trust(7)
|
1,150,000
shares
|
9.38%
|
Common
|
Vicis
Capital Master Fund(8)
|
9,500,000
shares
|
77.47%
(9)
|
Common
|
Cypress
Trust i/t/f Jillene Pinella
|
1,150,000
shares
|
9.38%
|
Total
of All 5% Beneficial Owners:
|
13,050,000
shares
|
60.34%
|
(1)
|
Includes
stock option grants made to officers, directors, employees and/or
consultants under the 2008 Company Stock Option Plan. All
options listed in this table were granted under the 2008 Stock Option
Plan.
|
(2)
|
Applicable
percentage ownership is based on 12,262,958 shares of common stock
outstanding as of December 31, 2008, together with securities exercisable
or convertible into shares of common stock within 60 days of December 31,
2008 for each stockholder. Shares of common stock that are currently
exercisable or exercisable within 60 days of January 30, 2009 are deemed
to be beneficially owned by the person holding such securities for the
purpose of computing the percentage of ownership of such person, but are
not treated as outstanding for the purpose of computing the percentage
ownership of any other person.
|
(3)
|
Includes
options to purchase 100,000 shares of common stock at a price of $1.00 per
share.
|
(4)
|
Includes
options to purchase 20,000 shares of common stock at a price of $1.00 per
share.
|
(5)
|
Includes
options to purchase 150,000 shares of common stock at a price of $1.00 per
share.
|
(6)
|
Richard
J. Kraniak has voting and dispositive control over the shares held by
Richard J. Kraniak Roth IRA, which is located at 101 West Long Lake,
Bloomfield Hills, Michigan 48304.
|
(7)
|
Linwood
C. Meehan III has voting and dispositive control over the shares held by
Cypress Trust, which is located at 13750 W. Colonial Dr., Ste. 250-317,
Winter Garden, Florida 34787.
|
(8)
|
Chris
Phillips holds investment and dispositive power of the shares held by
Vicis Capital Master Fund. Shares beneficially
owned represent an aggregate of 9,500,000 shares of Common Stock,
consisting of (i) 3,500,000 shares issuable upon the conversion of the
Series A Preferred Stock; and (ii) 6,000,000 shares issuable upon the
exercise of the Series A Warrants. The selling stockholder has
informed us that it is not a broker-dealer or affiliate of a
broker-dealer.
|
(9)
|
Percentage
of outstanding shares assumes full conversion and/or exercise of the
Series A Preferred Stock and Series A Warrants,
respectively. The selling stockholders purchased the securities
which are convertible into common shares. The selling
stockholders have contractually agreed to restrict their ability to
convert their shares of Series A Preferred Stock into shares of common
stock and to exercise their warrants to purchase shares of common stock
such that the number of shares of common stock held by them in the
aggregate and their affiliates after such conversion or exercise does not
exceed 4.99% of the then issued and outstanding shares of common stock as
determined in accordance with Section 13(d) of the Exchange Act.
Accordingly, the number of shares of common stock set forth in the table
for the selling stockholders exceeds the number of shares of common stock
that the selling stockholders could own beneficially at any given time
through their ownership of the Series A Preferred Stock and the warrants.
In that regard, the beneficial ownership of the common stock by the
selling stockholder set forth in the table is not determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.
|
§
|
We
had personal loans from private investors to Richard Krankiak and Jillene
Pinella, each consisting of $160,000. Both Mr. Krankiak and Ms. Pinella
are shareholders each holding in excess of 5% of the issued and
outstanding common stock of our company. No interest accrued on
either loan. We paid each loan in full with proceeds from the
September 8, 2008 private placement we conducted with Vicis Capital Master
Fund.
|
§
|
We
engaged David
Harrell for management services under a contract that paid him
$48,000 for the period ended April 30, 2008 and $114,500 for the year
ended December 31, 2008. Mr. Harrell
became an employee of our company beginning on June 1,
2008.
|
§
|
Upon
the transfer of the assets and liabilities from the Optimizer Systems, LLC
to OptimizeRx Corporation, the LLC members were issued promissory notes
totaling $253,750 under a dilution agreement for a portion of their
interests in Optimizer Systems, LLC, except for David Harrell, our
director. Under the exchange agreement, dated April 8, 2008,
Mr. Harrell is entitled to the same benefits other LLC members received,
only against our company in exchange for waiving his anti-dilution
rights.
|
§
|
There
was a note to David Harrell for $4,000 and $24,000 at December 31, 2008
and 2007, respectively.
|
Financial
Statements for the Year Ended December 31
|
Audit
Services
|
Audit
Related Fees
|
Tax
Fees
|
Other
Fees
|
2008
|
$16,475
|
$0
|
$0
|
$0
|
2007
|
$11,927
|
$0
|
$0
|
$0
|
Audited
Financial Statements:
|
|
Exhibit Number
|
Description
|
3.1
|
Articles
of Incorporation of OptimizeRx Corporation (the “Company”)1.
|
3.2
|
Amended
and Restated Bylaws of the Company1.
|
3.3
|
Certificate
of Designation, filed on September 5, 2008, with the Secretary of State of
the State of Nevada by the Company1.
|
10.1
|
Agreement
Concerning the Exchange of Securities, dated on April 14, 2008 by and
among RFID, Ltd., OptimizeRx Corporation and the Security Holders of
OptimizeRx Corporation1.
|
10.2
|
Securities
Purchase Agreement, dated September 8, 2008, by and between the Company
and Vicis Capital Master Fund (“Vicis”)1.
|
10.3
|
Form
of Series A Warrant1.
|
10.4
|
Registration
Rights Agreement, dated September 8, 2008, by and between the Company and
Vicis1.
|
10.5
|
Security
Agreement, dated September 8, 2008, by and between the Company and
Vicis1.
|
10.6
|
Guaranty
Agreement, dated September 8, 2008, by and between the Company and
Vicis1.
|
10.7
|
Guarantor
Security Agreement, dated September 8, 2008, by and between the Company
and Vicis1.
|
10.8
|
Form
of Partnership Agreement between the Company and Dendrite International,
Inc. d/b/a/ Cegedim Dendrite, as entered into on June 24, 20081.
|
10.9
|
Letter
of Intent between the Company and Sudler & Hennessy, dated September
30, 20081.
|
21.1
|
List
of Subsidiaries1
|
23.1 | Consent of Maddox Ungar Silberstein, PLLC CPAs and Business Advisors |
By:
|
/s/
David Lester
|
David
Lester
Chief
Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer, Principal Accounting
Officer and Director
|
|
April
15, 2009
|
By:
|
/s/
David Harrell
|
By: | /s/ Terence J. Hamilton |
David
Harrell
Director
|
Terence
J. Hamilton
Director
|
||
April
15, 2009
|
April 15, 2009 | ||
By: | /s/ Thomas E. Majerowicz | ||
Thomas
E. Majerowicz
Director
|
|||
April 15, 2009 |
ASSETS
|
2008
|
2007
|
|||
Current
Assets
|
|||||
Cash
and cash equivalents
|
$ | 2,502,656 | $ | 135,429 | |
Account
receivable – employee
|
1,346 | 0 | |||
Prepaid
expenses
|
3,292 | 2,000 | |||
Total
Current Assets
|
2,507,294 | 137,429 | |||
Property
and Equipment, net
|
15,270 | 5,972 | |||
Website
Development Costs, net
|
120,737 | 151,564 | |||
TOTAL
ASSETS
|
$ | 2,643,301 | $ | 294,965 | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||
Current
Liabilities
|
|||||
Accounts
payable
|
$ | 171,864 | $ | 43,216 | |
Accrued
expenses
|
41,933 | 18,926 | |||
Notes
payable – related parties
|
4,000 | 277,750 | |||
Total
Current Liabilities
|
217,797 | 339,892 | |||
Long
- term Debt
|
|||||
Notes
payable – related party
|
0 | 50,000 | |||
TOTAL
LIABILITIES
|
217,797 | 389,892 | |||
STOCKHOLDERS’
EQUITY (DEFICIT)
|
|||||
Common
stock, par $.001, 450,000,000 shares authorized, 12,222,958 shares issued
and outstanding (10,300,000 – 2007)
|
12,263 | 10,300 | |||
Preferred
stock, par $.001, 10,000,000 shares authorized, 35 shares issued and
outstanding
|
0 | 0 | |||
Stock
warrants
|
16,905,280 | 0 | |||
Paid
in capital
|
0 | 289,700 | |||
Deficit
accumulated during the development stage
|
(14,492,039) | (394,927) | |||
Total
Stockholders’ Equity (Deficit)
|
2,425,504 | (94,927) | |||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 2,643,301 | $ | 294,965 |
2008
|
2007
|
Inception
through December 31, 2008
|
||||||
GROSS
REVENUES
|
$ | 83,686 | $ | 100,318 | $ | 184,004 | ||
OPERATING
EXPENSES
|
1,591,738 | 456,259 | 2,232,308 | |||||
NET
OPERATING LOSS
|
(1,508,052) | (355,941) | (2,048,304) | |||||
OTHER
INCOME (EXPENSES)
|
(2,740,801) | (5,525) | (2,746,326) | |||||
NET
LOSS BEFORE INCOME TAXES
|
(4,248,853) | (361,466) | (4,794,630) | |||||
PROVISION
FOR INCOME TAXES
|
0 | 0 | 0 | |||||
NET
LOSS
|
$ | (4,248,853) | $ | (361,466) | $ | (4,794,630) | ||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
12,014,772 | 2,071,233 | - | |||||
NET
LOSS PER SHARE
|
$ | (0.35) | $ | (0.17) | - |
Common
Stock
|
Preferred
Stock
|
Stock
|
Additional
Paid
in
|
Deficit
Accumulated
During the
Development |
|||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Warrants
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance,
January 1, 2007
|
0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 40,289 | $ | 40,289 | |||||||||
Member
contributions
|
- | - | - | - | - | - | 180,000 | 180,000 | |||||||||||||||
Member
distributions
|
- | - | - | - | - | - | (253,750) | (253,750) | |||||||||||||||
Common
stock issued to LLC members
|
10,000,000 | 10,000 | - | - | - | (10,000) | - | - | |||||||||||||||
Common
stock issued for cash
|
300,000 | 300 | - | - | - | 299,700 | - | 300,000 | |||||||||||||||
Net
loss for the year ended December 31, 2007
|
- | - | - | - | - | - | (361,466) | (361,466) | |||||||||||||||
Balance,
December 31, 2007
|
10,300,000 | $ | 10,300 | 0 | $ | 0 | $ | 0 | $ | 289,700 | $ | (394,927) | $ | (94,927) |
Common
Stock
|
Preferred
Stock
|
Stock
|
Additional
Paid
in
|
Deficit
Accumulated
During the
Development
|
|||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Warrants
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance,
December 31, 2007
|
10,300,000 | $ | 10,300 | 0 | $ | 0 | $ | 0 | $ | 289,700 | $ | (394,927) | $ | (94,927) | |||||||||
Issuance
of common stock for cash
|
636,000 | 636 | - | - | - | 635,364 | - | 636,000 | |||||||||||||||
Outstanding
common stock prior to reverse merger
|
1,256,958 | 1,257 | - | - | - | (1,257) | - | - | |||||||||||||||
Common
stock issued for services
|
70,000 | 70 | - | - | - | 69,930 | - | 70,000 | |||||||||||||||
Issuance
of stock options
|
- | - | - | - | - | 333,004 | - | 333,004 | |||||||||||||||
Preferred
stock issued for cash
|
- | - | 35 | - | - | 3,500,000 | - | 3,500,000 | |||||||||||||||
Preferred
stock issuance costs
|
- | - | - | - | - | (515,000) | - | (515,000) | |||||||||||||||
Stock
warrants issued
|
14,160,000 | (4,311,741) | (9,848,259) | 0 | |||||||||||||||||||
Stock
warrants issued for services
|
2,745,280 | 2,745,280 | |||||||||||||||||||||
Net
loss for the year ended December 31, 2008
|
- | - | - | - | - | - | (4,248,853) | (4,248,853) | |||||||||||||||
Balance,
December 31, 2008
|
12,262,958 | $ | 12,263 | 35 | $ | 0 | $ | 16,905,280 | $ | 0 | $ | (14,492,039) | $ | 2,425,504 |
2008
|
2007
|
Inception
through December 31, 2008
|
||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
Loss
|
$ | (4,248,853) | $ | (361,466) | $ | (4,794,630) | ||
Adjustments
to Reconcile Net Loss to Net Cash Used in Operating
Activities:
|
||||||||
Depreciation
and amortization expense
|
32,150 | 2,824 | 35,013 | |||||
Stock
issued for services
|
70,000 | 0 | 70,000 | |||||
Stock
options issued for compensation
|
333,004 | 0 | 333,004 | |||||
Stock
warrants issued for services
|
2,745,280 | 0 | 2,745,280 | |||||
Changes
in Assets and Liabilities
|
||||||||
(Increase)
in prepaid expenses and other current assets
|
(2,638) | (2,000) | (4,638) | |||||
Increase
in accounts payable
|
128,648 | 43,216 | 171,864 | |||||
Increase
in accrued expenses
|
23,007 | 13,793 | 41,933 | |||||
Net
Cash Used in Operating Activities
|
(919,402) | (303,633) | (1,402,174) | |||||
Cash
Flows from Investing Activities:
|
||||||||
Acquisitions
of property and equipment
|
(10,621) | (5,493) | (16,887) | |||||
Website
development costs
|
0 | (120,088) | (154,133) | |||||
Net
Cash Used in Investing Activities
|
(10,621) | (125,581) | (171,020) | |||||
Cash
Flows from Financing Activities:
|
||||||||
Proceeds
from issuance of notes payable
|
320,000 | 70,000 | 394,000 | |||||
Repayments
of notes payable – related parties
|
(643,750) | 0 | (643,750) | |||||
Member
contributions
|
0 | 180,000 | 404,600 | |||||
Net
proceeds from common stock
|
636,000 | 300,000 | 936,000 | |||||
Net
proceeds from preferred stock
|
2,985,000 | 0 | 2,985,000 | |||||
Net
Cash Provided by Financing Activities
|
3,297,250 | 550,000 | 4,075,850 | |||||
Net
Increase in Cash and Cash Equivalents
|
2,367,227 | 120,786 | 2,502,656 | |||||
Cash
and Cash Equivalents – Beginning
|
135,429 | 14,643 | 0 | |||||
Cash
and Cash Equivalents – Ending
|
$ | 2,502,656 | $ | 135,429 | $ | 2,502,656 | ||
Supplemental
Cash Flow Information:
|
||||||||
Cash
paid for interest
|
$ | 0 | $ | 4,453 | $ | 4,453 | ||
Cash
paid for income taxes
|
$ | 0 | $ | 0 | $ | 0 | ||
Supplemental
Disclosure of Noncash Investing and Financing Activities:
|
||||||||
Distributions
paid through issuance of notes payable-related party
|
$ | 0 | $ | 253,750 | $ | 253,750 |
2008
|
2007
|
||||
Computer
equipment
|
$ | 12,594 | $ | 1,974 | |
Furniture
and fixtures
|
4,293 | 4,293 | |||
Subtotal
|
16,887 | 6,267 | |||
Accumulated
depreciation
|
(1,617) | (295) | |||
Property
and equipment, net
|
$ | 15,270 | $ | 5,972 |
2008
|
2007
|
||||
Website
costs
|
$ | 154,133 | $ | 154,133 | |
Accumulated
amortization
|
(33,396) | (2,569) | |||
Website
development costs, net
|
$ | 120,737 | $ | 151,564 |
2008
|
2007
|
||||
Accrued
interest
|
$ | 1,683 | $ | 1,072 | |
Accrued
payroll taxes
|
24,091 | 0 | |||
Accrued
expenses
|
6,159 | 10,354 | |||
Accrued
audit fees
|
10,000 | 7,500 | |||
Total
accrued expenses
|
$ | 41,933 | $ | 18,926 |
2008
|
2007
|
||||
Note
payable – Dante Panetta
|
$ | 0 | $ | 50,000 | |
Note
payable – David Harrell
|
4,000 | 24,000 | |||
Notes
payable – LLC members
|
0 | 253,750 | |||
Less:
current portion
|
(4,000) | (277,750) | |||
Long
–Term Debt
|
$ | 0 | $ | 50,000 |
December
31, 2009
|
$ | 30,000 |
December
31, 2010
|
27,500 | |
Total
Lease Obligation
|
$ | 57,500 |
2008
|
2007
|
||||
Interest
income
|
$ | 5,090 | $ | 0 | |
Interest
expense
|
(611) | (5,525) | |||
Stock
warrant expense
|
(2,745,280) | 0 | |||
Total
other income (expenses)
|
$ | (2,740,801) | $ | (5,525) |
2008
|
2007
|
||||
Deferred
tax asset attributable to:
|
|||||
Net
operating loss carryover
|
$ | 1,513,000 | $ | 68,000 | |
Valuation
allowance
|
(1,513,000) | (68,000) | |||
Net
deferred tax asset
|
$ | - | $ | - |
1.
|
I
have reviewed this annual report on Form 10-K for the year ended
December 31, 2008 of OptimizeRx Corporation (the
“registrant”);
|
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-(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 that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
|
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
reasonably 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 control
over financial reporting.
|
Date:
April 15, 2009
|
/s/David Lester
|
By: David
Lester
|
Title: Chief
Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-K for the year ended
December 31, 2008 of OptimizeRx Corporation (the
“registrant”);
|
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-(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 that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
|
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
reasonably 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 control
over financial reporting.
|
Date:
April 15, 2009
|
/s/David
Lester
|
By: David
Lester
|
Title: Chief
Financial Officer
|
1.
|
The
Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934;
and
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the consolidated financial condition of the Company as of the
dates presented and the consolidated result of operations of the Company
for the periods presented.
|
By:
|
/s/David
Lester
|
Name:
|
David
Lester
|
Title:
|
Principal
Executive Officer, Principal
Financial Officer and Director
|
Date:
|
April
15, 2009
|