[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended March 31,
2009
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[ ]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period to __________
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Commission
File Number: 000-53605
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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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(IRS
Employer Identification No.)
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407
6th
Street
Rochester, MI,
48307
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(Address
of principal executive offices)
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248-651-6558
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(Issuer’s
telephone number)
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_______________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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[ ]
Large accelerated filer Accelerated filer
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[ ]
Non-accelerated filer
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[X]
Smaller reporting company
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Page
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PART I – FINANCIAL
INFORMATION
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||
PART II – OTHER
INFORMATION
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F-1 | |
F-2 | |
F-3 | |
F-4 |
Unaudited
Consolidated Statements of Cash Flow for the three months ended March 31,
2009 and 2008 and for the period from January 31, 2006 (Inception) to
March 31, 2009;
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F-5 | Notes to Consolidated Financial Statements |
ASSETS
|
|||||
3/31/09
(unaudited)
|
12/31/08
(audited)
|
||||
CURRENT
ASSETS
|
|||||
Cash
and cash equivalents
|
$ | 1,822,771 | $ | 2,502,657 | |
Prepaid
expenses
|
3,205 | 3,292 | |||
Loan
receivable - employee
|
0 | 1,346 | |||
TOTAL
CURRENT ASSETS
|
1,825,976 | 2,507,295 | |||
PROPERTY
AND EQUIPMENT
|
|||||
Furniture
and equipment
|
16,888 | 16,888 | |||
Less
accumulated depreciation
|
(2,040) | (1,617) | |||
NET
PROPERTY AND EQUIPMENT
|
14,848 | 15,271 | |||
OTHER
ASSETS
|
|||||
Website
development costs, net
|
113,030 | 120,737 | |||
TOTAL
OTHER ASSETS
|
113,030 | 120,737 | |||
$ | 1,953,854 | $ | 2,643,303 | ||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||
CURRENT
LIABILITIES
|
|||||
Accounts
payable - trade
|
$ | 182,800 | $ | 172, 796 | |
Payroll
taxes payable
|
0 | 24,091 | |||
Accrued
expenses
|
6,273 | 16,939 | |||
Note
payable - related parties
|
4,000 | 4,000 | |||
TOTAL
CURRENT LIABILITIES
|
193,073 | 217,799 | |||
LONG
TERM LIABILITIES
|
|||||
Notes
payable - related parties
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0 | 0 | |||
TOTAL
LONG TERM LIABILITIES
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0 | 0 | |||
TOTAL
LIABILITIES
|
193,073 | 217,799 | |||
STOCKHOLDERS'
EQUITY
|
|||||
Common
stock, $.001 par value, 500,000,000 shares authorized,
12,422,958 shares issued and outstanding
|
12,423 | 12,263 | |||
Series
A Convertible Preferred stock, $.001 par value 1,000
shares authorized, 35 shares issued and
outstanding. Redemption date September 5,
2010.
|
0 | 0 | |||
Stock
warrants
|
16,905,280 | 16,905,280 | |||
Additional
paid-in-capital
|
695,840 | 0 | |||
Deficit
accumulated during the development stage
|
(15,852,762) | (14,492,039) | |||
STOCKHOLDERS'
EQUITY
|
1,760,781 | 2,425,504 | |||
$ | 1,953,854 | $ | 2,643,303 |
3/31/09
(unaudited)
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3/31/08
(unaudited)
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Inception
through 3/31/09(unaudited)
|
||||||
REVENUE
|
||||||||
Sales
|
$ | 1,271 | $ | 50,527 | $ | 185,275 | ||
TOTAL
REVENUE
|
1,271 | 50,527 | 185,275 | |||||
EXPENSES
|
||||||||
Operating
expenses
|
1,376,304 | 266,109 | 3,608,612 | |||||
TOTAL
EXPENSES
|
1,376,304 | 266,109 | 3,608,612 | |||||
OPERATING
LOSS
|
(1,375,033) | (215,582) | (3,423,337) | |||||
OTHER
INCOME (EXPENSE)
|
||||||||
Interest
income
|
13,088 | 0 | 18,178 | |||||
Other
income
|
1,471 | 100 | 1,471 | |||||
Interest
expense
|
(249) | 0 | (6,385) | |||||
Stock
warrant expense
|
0 | (333,004) | (2,745,280) | |||||
TOTAL
OTHER INCOME (EXPENSE)
|
14,310 | (332,904) | (2,732,016) | |||||
NET
LOSS
|
$ | (1,360,723) | $ | (548,486) | $ | (6,155,353) | ||
WEIGHTED
AVERAGE NUMBER OF SHARES
OUTSTANDING
|
12,296,736 | 10,400,500 | ||||||
NET
LOSS PER SHARE
|
$ | (0.11) | $ | (0.05) |
Common
Stock
|
Preferred
Stock
|
Stock
|
Additional Paid-in |
Equity
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Warrants
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Capital
|
(Deficit)
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Equity
|
|||||||||||||||
Balance,
January 1, 2007
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0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 40,289 | $ | 40,289 | ||||||||
Member
contributions
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180,000 | 180,000 | ||||||||||||||||||||
Member
distributions
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(253,750) | (253,750) | ||||||||||||||||||||
Issuance
of common stock to former LLC
members
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10,000,000 | 10,000 | (10,000) | 0 | ||||||||||||||||||
Issuance
of common stock, private
offering
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300,000 | 300 | 299,700 | 300,000 | ||||||||||||||||||
Net
loss
|
(361,466) | (361,466) | ||||||||||||||||||||
Balance,
December 31, 2007
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10,300,000 | 10,300 | 0 | 0 | 0 | 289,700 | (394,927) | (94,927) | ||||||||||||||
Issuance
of common stock for
cash
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636,000 | 636 | 635,364 | 636,000 | ||||||||||||||||||
Outstanding
common stock prior to reverse
merger
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1,256,958 | 1,257 | (1,257) | 0 | ||||||||||||||||||
Common
stock issued for
services
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70,000 | 70 | 69,930 | 70,000 | ||||||||||||||||||
Issuance
of stock options
|
|
333,004 | 333,004 | |||||||||||||||||||
Issuance
of preferred stock less issuance
costs
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35 | 0 | 2,985,000 | 2,985,000 | ||||||||||||||||||
Stock
warrants issued
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14,160,000 | (4,311,741) | (9,848,259) | 0 | ||||||||||||||||||
Stock
warrants issued for
services
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2,745,280 | 2,745,280 | ||||||||||||||||||||
Net
loss
|
(4,248,853) | (4,248,853) | ||||||||||||||||||||
Balance,
December 31, 2008
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12,262,958 | $ | 12,263 | 35 | $ | 0 | $ | 16,905,280 | $ | 0 | $ | (14,492,039) | $ | 2,425,504 | ||||||||
Issuance
of common stock
for
services
|
160,000 | 160 | 695,840 | 696,000 | ||||||||||||||||||
Net
loss
|
(1,360,723) | (1,360,723) | ||||||||||||||||||||
Balance,
March 31, 2009
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12,422,958 | $ | 12,423 | 35 | $ | 0 | $ | 16,905,280 | $ | 695,840 | $ | (15,852,762) | $ | 1,760,781 |
3/31/2009 (unaudited) |
3/31/2008 (unaudited) |
Period
from inception
to |
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss
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$ | (1,360,723) | $ | (548,486) | $ | (6,155,353) | ||
Adjustments
to reconcile net income to net cash provided
by operating activities:
|
||||||||
Depreciation
and amortization
|
8,129 | 7,940 | 43,142 | |||||
Stock
issued for services
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696,000 | 0 | 766,000 | |||||
Stock
options issued for compensation
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0 | 333,004 | 333,004 | |||||
Stock
warrants issued for services
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0 | 0 | 2,745,280 | |||||
Changes
in:
|
||||||||
Prepaid
expenses
|
87 | 0 | (3,205) | |||||
Loan
receivable
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1,346 | 0 | 0 | |||||
Accounts
payable
|
10,031 | 26,490 | 182,800 | |||||
Payroll
taxes payable
|
(24,091) | 0 | 0 | |||||
Accrued
expenses
|
(10,667) | (10,018) | 6,273 | |||||
TOTAL
ADJUSTMENTS
|
680,835 | 357,416 | 4,073,294 | |||||
NET
CASH PROVIDED BY OPERATING
ACTIVITIES
|
||||||||
|
(679,888) | (191,070) | (2,082,059) | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases
of property and equipment
|
0 | (7,368) | (16,887) | |||||
Website
site development costs
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0 | 0 | (154,133) | |||||
NET
CASH (USED BY) INVESTING ACTIVITIES
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0 | (7,368) | (171,020) | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Members
capital contributions
|
0 | 0 | 404,600 | |||||
Issuance
of common stock
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0 | 201,000 | 936,000 | |||||
Issuance
of preferred stock
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0 | 0 | 2,985,000 | |||||
Payments
on loan payable
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0 | (20,000) | (643,750) | |||||
Proceeds
from issuance of notes payable
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0 | 200,000 | 394,000 | |||||
NET
CASH PROVIDED BY (USED BY) FINANCING
ACTIVITIES
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0 | 381,000 | 4,075,850 | |||||
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
(679,888) | 182,562 | 1,822,771 | |||||
CASH
AND CASH EQUIVALENTS - BEGIN OF PERIOD
|
2,502,659 | 135,429 | 0 | |||||
CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$ | 1,822,771 | $ | 317,991 | $ | 1,822,771 | ||
SUPPLEMENTAL CASH FLOW
INFORMATION:
|
||||||||
Cash
paid for interest
|
$ | 159 | $ | 0 | $ | 4,612 | ||
Cash
paid for income taxes
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$ | 0 | $ | 0 | $ | 0 | ||
SUPPLEMENTAL
DISCLOSURE OF NONCASH
|
||||||||
INVESTING AND
FINANCING ACTIVITIES:
|
||||||||
Distributions
paid through issuance of notes
|
||||||||
payable-related
party
|
$ | 0 | $ | 0 | $ | 253,750 |
3/31/09
|
12/31/08
|
||||
Computer
equipment
|
$ | 12,594 | $ | 12,594 | |
Furniture
and fixtures
|
4,294 | 4,294 | |||
Subtotal
|
16,888 | 16,888 | |||
Accumulated
depreciation
|
(2,040) | (1,617) | |||
Property
and equipment, net
|
$ | 14,848 | $ | 15,271 |
3/31/09
|
12/31/08
|
||||
Website
costs
|
$ | 154,133 | $ | 154,133 | |
Accumulated
amortization
|
(41,103) | (33,396) | |||
Website
development costs, net
|
$ | 113,030 | $ | 120,737 |
3/31/09
|
12/31/08
|
||||
Accrued
interest
|
$ | 1,773 | $ | 1,683 | |
Accrued
expenses
|
0 | 5,256 | |||
Accrued
audit fees
|
4,500 | 10,000 | |||
Total
accrued expenses
|
$ | 6,273 | $ | 16,939 |
3/31/09
|
12/31/08
|
||||
Note
payable - David Harrell
|
4,000 | 4,000 | |||
Less:
current portion
|
(4,000) | (4,000) | |||
Long-Term
Debt
|
$ | 0 | $ | 0 |
March
31, 2010
|
$ | 30,000 |
March
31, 2011
|
2,500 | |
Total
Lease Obligation
|
$ | 32,500 |
2009
|
2008
|
||||
Deferred
tax asset attributable to:
|
|||||
Net
operating loss carryover
|
$ | 1,976,000 | $ | 1,513,000 | |
Valuation
allowance
|
(1,976,000) | (1,513,000) | |||
Net
deferred tax asset
|
$ | - | $ | - |
§
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The
Site and our network affiliates
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§
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OFFERx
to develop, promote and fulfill new offers from pharmaceutical and
healthcare manufactures
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§
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ADHERxE
to allow manufacturers to re-engage their customers through the activation
of new savings each month
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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)
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Exhibit
Number
|
Description
of Exhibit
|
OptimizeRx
Corporation
|
|
Date:
|
May 21, 2009
|
By: /s/David
Lester
David
Lester
Title: Chief
Executive Officer, Chief Financial Officer, and
Director
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the quarter
ended March 31, 2009 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:
May 20, 2009
|
/s/David
Lester
|
By: David
Lester
|
Title: Chief
Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the quarter ended
March 31, 2009 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:
May 20, 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:
|
May
20, 2009
|