OptimizeRx
Annual Report 2012

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K [X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 [ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ________ Commission file number: 000-53605 OptimizeRx Corporation(Exact name of registrant as specified in its charter)Nevada26-1265381(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 400 Water Street, Ste. 200Rochester, MI 48307(Address of principal executive offices)(Zip Code) Registrant’s telephone number: 248-651-6568 Securities registered under Section 12(b) of the Exchange Act: Title of each className of each exchange on which registerednonenot applicable Securities registered under Section 12(g) of the Exchange Act: Title of each classCommon Stock, par value of $0.001 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by checkmark 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 duringthe 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 requirementsfor the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes [ ] No [X] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 232.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.Yes [ ] No [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. [ ] Large accelerated filer[ ] Accelerated filer[ ] Non-accelerated filer[X] 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] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter. $10,991,495 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 14,192,496 common shares asof March 12, 20131Table of Contents TABLE OF CONTENTS PagePART I Item 1.Business3Item 2.Properties9Item 3.Legal Proceedings10Item 4.Mine Safety Disclosures10 PART II Item 5.Market for Registrant’s Common Equity and Related Stockholder Matters and IssuerPurchases of Equity Securities10Item 6.Selected Financial Data13Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations13Item 7A.Quantitative and Qualitative Disclosures About Market Risk15Item 8.Financial Statements and Supplementary Data15Item 9.Changes In and Disagreements With Accountants on Accounting and FinancialDisclosure16Item 9A.Controls and Procedures16Item 9B.Other Information16 PART III Item 10.Directors, Executive Officers and Corporate Governance17Item 11.Executive Compensation20Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters22Item 13.Certain Relationships and Related Transactions, and Director Independence23Item 14.Principal Accountant Fees and Services23 PART IV Item 15.Exhibits, Financial Statement Schedules24 2Table of ContentsPART IItem 1. Business Company Overview The 2012 year showed continued growth in our company with an 85% increase in revenues of $2,048,699 in 2012, as compared with our prior year. Our netloss also improved from $1,453,977 in 2011 to $364,345 in 2012. For the fourth quarter of 2012,we more than doubled growth in revenues - from $325,910 in 2011 to $750,719 in 2012. Our bottom line significantlyimproved with net income of $118,993 in the fourth quarter of 2012, as compared with a net loss of $93,143 in the fourth quarter of 2011. Our recent success is largely attributable to leveraging our market position to further acquire more brands and electronic health platforms to integrateeCoupon support within participating physician’s electronic prescribing workflow. We stuck out this year with a solid message to the pharmaceutical industry that was threefold: 1) SampleMD can deliver promotional scale to physicians at point of prescription through interoperability with multiple disparate electronic healthplatforms;2) Electronic health platforms (EMRs, eRx, Patient Portals) are the new digital frontier to reaching physicians and patients as opposed to external web sitesthat have been traditionally the focus of their non-rep marketing; and3) The ability of our SampleMD solution to integrate within multiple application platforms while adhering to compliance and regulatory requirements bydefining and utilizing industry standards was a powerful message to the industry. Throughout 2012, we promoted brand support programs, including eVouchers, eCopay Coupons and Patient Education, from 20 major pharmaceutical andmedical manufacturers. We have also seen our client base increase with new programs initiated with Eli Lilly, Roche Diagnostics, Pfizer, Daiichi Sankyo,Roche Pharmaceutical, Alcon Laboratories and many others. The industry acknowledged SampleMD leadership in the marketplace as we established newpartnerships with DrFirst, and new working relationships with Adheris and Krames Staywell. Additionally, we launched SampleMD’s unique “dashboard reporting” portal to our clients which enables our clients and platform partners to monitor theirprograms in real time and evaluate performance of individual channels and overall program effectiveness. Our SampleMD solution also went live in the Allscripts PRO EMR solution. However, automated access to the additional 25,000 Allscripts PRO basedclinicians has been limited due to doctors having to actively turn the eCoupon feature on. However, we are working with Allscripts senior management tointernally remedy this obstacle because of the clear benefits to the healthcare provider, its patients and the payors looking to improve overall healthcareoutcomes. We anticipate Allscripts PRO moving to an “opt-out” feature to turn the eCoupon tool off as opposed to turning it on, thus automating access tothese providers in the second quarter of 2013. We have begun the integration for SampleMD into HealthTronics, the largest Urology EMR in the country, which serves over 2,200 doctors. This specialtynetwork is very significant to some of our current coupons for brands like Cialis and Vesicare, as well as positioning us to acquire other new brands andmanufacturers who seek to reach these types of specialists. SampleMD is also in direct discussion with some of the largest remaining EMRs and ePrescribingplatforms, along with the largest hospital and health systems.3Table of ContentsTo further escalate our value and growth, we have formalized a partnership agreement with one of the premier and most respective brands in the industry:PDR, also known and Physicians Desk Reference. This allows both companies to leverage synergistic strengths to offer more solutions and reach to thepharmaceutical industry, as well as more value to the electronic health records (EMR/EHR) platforms. SampleMD will be PDR’s eCoupon and Rep inviteplatform, and PDR will enable expansion of SampleMD’s reach to additional EMRs and directly to physicians' offices via a PDR branded downloadabledesktop application of the SampleMD solution. Additionally, SampleMD has entered into a partnership and licensing agreement with LDM Group, a leading provider of patient support. In addition tosettling the legal issues between our companies and giving us full licensing of their patents, LDM allows us to enter into a major new promotional channel:promotion at point of pharmacy. We will be LDMs exclusive eCoupon partner to offer both savings and educational support right when a patient receivestheir prescription fill. In the fourth quarter of 2012, we were awarded a patent for our innovative SampleMD solution (US Patent No. 8,341,015). This award highlighted ourcontinued research and development efforts. The awarded claims cover our ability to electronically process, display and distribute eligible prescriptionsavings on the medications and therapies healthcare providers wish to prescribe for their patients. We have also recently submitted and will be preparingadditional filings to protect our intellectual property on forthcoming solutions that will further assist and support physicians, pharmacists and patients. In addition, we have hired Harness, Dickey & Pierce, a nationally ranked IP firm, to further expand and protect our intellectual property. Through them, wehave filed two additional patents on our technology. We also used the firm to file a patent infringement lawsuit against Physicians Interactive. Managementbelieves the current and expanding IP will allow us to continue being the leader in this rapidly growing space. Adding strength to our organization, we have re-aligned our management team and added Mr. Shad Stastney as the new Chairman and Chief ExecutiveOfficer. Mr. Stastney, 43, has served as an active member of our board since 2009 and has provided us with keen insights and guidance. Mr. Stastney is afounding partner of Vicis Capital LLC, which managed assets that peaked at $5 billion dollars. He graduated from the University of North Dakota in 1990with a B.A. in Political Theory and History, and from Yale Law School in 1994 with a J.D. focusing on corporate and tax law. From 1994 to 1997, he worked as an associate at Cravath, Swaine and Moore in New York, where he worked in the tax and corporate group, focusing onderivatives. In 1997, he joined CSFB's then-combined convertible/equity derivative origination desk. From 1998 through 2001, he worked in CSFB'scorporate equity derivatives origination group, eventually becoming a Director and Head of the Hedging and Monetization Group, a joint venture betweenderivatives and equity capital markets. In 2001, he jointly founded Vicis Capital Management, LP, and in 2004, he jointly founded Vicis Capital LLC. Mr. Harrell became Vice-Chairman and will be responsible for developing corporate strategy and product innovation. David Lester, will continue to managecompany operations as Chief Operating Officer. In summary, we remain committed to working with top organizations to provided better affordability and access to healthcare for the patients we serve. Toachieve this, we will continue to work with leading providers in partnering to provide simple to use solutions. As compliance and regulatory requirements(i.e. meaningful use) continue to surround healthcare providers, OptimizeRx continues through its partnerships and internal R&D to become the “HUB” forproviding access to these ease of use solutions. With these continued efforts, we believe that SampleMD continues to be regarded as the innovative industry leader and setting the standards within this newfrontier of digital EMR solution marketing for patient care. 4Table of ContentsPrincipal Products and Applications Our principal products and applications can be summarized as follows: §SampleMD - Today, almost 60% of doctors’ offices ban or limit drug representatives and the samples they offer. Although samples are still valuable,many healthcare systems and doctors are looking for an easier, more effective way to increase affordable access and adherence to their prescribedbranded medications which led us during the past year to develop our direct to physician solution called SampleMD.SampleMD is a revolutionary virtual "Patient Support Center" that allows doctors and staff to access a universe of sample vouchers, co-pay couponsand the fulfillment and adjudication of claims directly from their or their EMR and/or e-Prescribe systems to search, print or electronically dispensedrug samples , co-pay coupons and patient educational support through a national network of pharmacies. SampleMD eliminates the need forphysicians to manage and store physical drug samples by offering a more convenient and efficient way to allocate, administer and track samples andco-pay savings provided to their patients. §OPTIMIZERx.com – Our Direct to Consumer WebSite is a portal to healthcare savings for patients to centrally review and participate in prescriptionand healthcare savings and support programs. To date, we have over 2.4 million members who have registered. We strive to provide all theinformation and guidance that patients undergoing long-term pharmaceutical treatments may require. Patients can search by their medication ortheir condition in order to access educational information regarding their condition, information regarding their medication, coupons for instantsavings when they purchase their medications, information on free drug trials, and guidance to any other savings programs available to them. Marketing and Sales We continue to extend our marketing efforts to build both brand and capabilities awareness to the market. As mentioned above, we actively participated inindustry and partner events such as exlPharma and the ACE – Allscripts Users Conference. During the course of the year, we also initiated and deliveredsuccessful email marketing campaigns as well as successful public relations and press release communications initiatives. we have enlisted a successfuladvertising campaign through Pharma Exec magazine that netted several responses and qualified leads. We plan to continue these efforts and with our marketing partners, we intend to continue to promote OPTIMIZERx and SampleMD primarily through thefollowing: §Industry and Partner eventEmail ComapignsInternet Marketing§Public Relations Campaigns§Physician Offices§Direct to Consumer Marketing§Trade Media Advertising §Pharmacy Partners§Physician Organizations and Associations§Strategic Relationships We also work through our existing and new partners, including Dr First, Allscripts and PDR, to promote our services.5Table of ContentsResearch and Development We are keen on the opinions and input that we gain from all stake holders by which our products and solutions cross. From the prescribing clinicians thatutilize our solutions to add value to the patients they serve, to the partners we use to leverage their channels for distribution and promotion of the services, weare able to greatly assist the pharmaceutical manufacturing clients that depend on our solutions to increase their brand awareness and assist patients in needof their offerings. This “Voice of the Stake Holder” is a mantra that we leverage in analyzing industry trends and market shifts and identifying enhancementsand new offerings through our SampleMD™ solution. This effort involves all of our officers and directors as part of our continual research development teamwhile monitoring new technologies, trends, services, and partnerships that can help us provide additional services and increased value to the healthcare andpharmaceutical industries and to the patients they serve. We have developed two new key functions involved with allowing a live chat or conversation between the health provider and product manufacturer orservice, as well as a one click way to request a representative visit. This addresses major access barriers that limit doctors interaction with the manufacturerand allows the health system or provider to access needed information when they want it. Last year we added a Director of Technology and Director of Software Development to strengthen our core technical team while further developing our coreportfolio products and solutions, and begin development of new solutions offerings to expand our solutions offerings footprint. We also continue to workwith the Engineering and Information Technology department of Oakland University in Rochester Michigan. As the University has opened the doors of itsnew medical school, it also brings highly skilled technology and application developers whom posses a solid knowledge of medical industry ITrequirements. We continue our commitment to educate both our direct and our extended teams through an understanding of all market dynamics that have the potential toaffect our business in both the short and long term. Our primary goal is to help patients better afford and access the medicines their doctors prescribe, as wellas other healthcare products and services they need. Based on this goal, we continually seek better ways to meet this mission through the use of improvedtechnology, user feedback, and working closely with the pharmaceutical industry. We are continually seeking new ways we can engage the pharmaceuticalindustry to provide new support programs to patients in need of their products.6Table of ContentsCompetition SampleMD has faced some competition based on the growth in the space primarily by Physicians Interactive. As noted, we have filed a patent infringementsuit against the company. The OptimizeRx.com website continues to compete in the highly competitive pharmaceutical and healthcare advertising industry that is dominated by largewell-known companies with established names, solid market niches, wide arrays of product offerings and marketing networks. Our largest competitorsinclude a variety of healthcare website publishers and networks that provide online advertising competition to OPTIMIZERx.com, including Quality Health,WebMD, McKesson, and Drugs.com. -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 diagnosisvia symptoms or research details regarding their previously diagnosed medical conditions. Online support forums are also hosted for patients withparticularly challenging conditions.-McKesson – McKesson Corporation has been providing health care services in the United States for over 175 years. They act as a distributor forpharmaceutical 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. Intellectual Property In the fourth quarter of 2012, we were awarded a patent for our innovative SampleMD solution (US Patent No. 8,341,015). This award highlighted ourcontinued research and development efforts. The awarded claims cover our ability to electronically process, display and distribute eligible prescriptionsavings on the medications and therapies healthcare providers wish to prescribe for their patients. We have also recently submitted and will be preparingadditional filings to protect our intellectual property on forthcoming solutions that will further assist and support physicians, pharmacists and patients.In addition, we have hired Harness, Dickey & Pierce, a nationally ranked IP firm, to further expand and protect our intellectual property. Through them, wehave filed two additional patents on our technology. We also used the firm to file a patent infringement lawsuit against Physicians Interactive. Managementbelieves the current and expanding IP will allow us to continue being the leader in this rapidly growing space.OPTIMIZERx is a licensed trademark. SampleMD is a licensed trademark. Our intellectual property is developed significantly each month. Since inception, we have developed and launched OFFERx and ADHERxE, and we arefurther integrating these platforms to provide more robust offerings. OPTIMIZERx.com and OFFERx are patent pending.7Table of ContentsGovernment Regulation Fraud and Abuse Laws Anti-Kickback Statutes The federal healthcare program Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providingremuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the furnishing, arranging for or recommending agood or service for which payment may be made in whole or part under a federal healthcare program such as Medicare or Medicaid. The definition ofremuneration has been broadly interpreted to include anything of value, including for example gifts, discounts, the furnishing of supplies or equipment,credit arrangements, payments of cash and waivers of payments. Several courts have interpreted the statute's intent requirement to mean that if any onepurpose of an arrangement involving remuneration is to induce referrals or otherwise generate business involving goods or services reimbursed in whole or inpart under federal healthcare programs, the statute has been violated. The law contains a few statutory exceptions, including payments to bona fideemployees, certain discounts and certain payments to group purchasing organizations. Violations can result in significant penalties, imprisonment andexclusion from Medicare, Medicaid and other federal healthcare programs. Exclusion of a manufacturer would preclude any federal healthcare program frompaying for its products. In addition, kickback arrangements can provide the basis for an action under the Federal False Claims Act, which is discussed in moredetail below. The Anti-Kickback Statute is broad and potentially prohibits many arrangements and practices that are lawful in businesses outside of thehealthcare industry. Recognizing that the Anti-Kickback Statute is broad and may technically prohibit many innocuous or beneficial arrangements, theOffice of Inspector General of Health and Human Services, or OIG, issued a series of regulations, known as the safe harbors, beginning in July 1991. Thesesafe harbors set forth provisions that, if all the applicable requirements are met, will assure healthcare providers and other parties that they will not beprosecuted under the Anti-Kickback Statute. The failure of a transaction or arrangement to fit precisely within one or more safe harbors does not necessarilymean that it is illegal or that prosecution will be pursued. However, conduct and business arrangements that do not fully satisfy each applicable safe harbormay result in increased scrutiny by government enforcement authorities such as the OIG. Arrangements that implicate the Anti-Kickback Law, and that do notfall within a safe harbor, are analyzed by the OIG on a case-by-case basis. Government officials have focused recent enforcement efforts on, among otherthings, the sales and marketing activities of healthcare companies, and recently have brought cases against individuals or entities with personnel whoallegedly offered unlawful inducements to potential or existing customers in an attempt to procure their business. Settlements of these cases by healthcarecompanies have involved significant fines and/or penalties and in some instances criminal pleas. In addition to the Federal Anti-Kickback Statute, manystates have their own kickback laws. Often, these laws closely follow the language of the federal law, although they do not always have the same exceptionsor safe harbors. In some states, these anti-kickback laws apply with respect to all payors, including commercial health insurance companies. False Claims Laws Federal false claims laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government orknowingly making, or causing to be made, a false statement to get a false claim paid. Manufacturers can be held liable under false claims laws, even if they donot submit claims to the government, if they are found to have caused submission of false claims. The Federal Civil False Claims Act also includes whistleblower provisions that allow private citizens to bring suit against an entity or individual on behalf of the United States and to recover a portion of anymonetary recovery. Many of the recent highly publicized settlements in the healthcare industry related to sales and marketing practices have been casesbrought under the False Claims Act. The majority of states also have statutes or regulations similar to the federal false claims laws, which apply to items andservices reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor. Sanctions under these federal and state lawsmay include civil monetary penalties, exclusion of a manufacturer's products from reimbursement under government programs, criminal fines andimprisonment. 8Table of ContentsPrivacy and Security The Health Insurance Portability and Accountability Act of 1996, or HIPAA, and the rules promulgated there under require certain entities, referred to ascovered entities, to comply with established standards, including standards regarding the privacy and security of protected health information, or PHI. HIPAAfurther requires that covered entities enter into agreements meeting certain regulatory requirements with their business associates, as such term is defined byHIPAA, which, among other things, obligate the business associates to safeguard the covered entity's PHI against improper use and disclosure. While notdirectly regulated by HIPAA, our customers or distributors might face significant contractual liability pursuant to such an agreement if the business associatebreaches the agreement or causes the covered entity to fail to comply with HIPAA. It is possible that HIPPA compliance could become a substantialregulatory burden and expense to our operations, although we do not believe that this will occur as a general website publisher. Corporate History Optimizer Systems, LLC was formed in the State of Michigan on January 31, 2006. It then became a corporation in the state of Michigan on October 22,2007 and changed its name to OptimizeRx Corporation on October 22, 2007. On April 14, 2008, our company, known at the time as RFID Ltd., entered intoa share exchange agreement with the stockholders of OptimizeRx Corporation, pursuant to which the stockholders of OptimizeRx Corporation exchanged allof the issued and outstanding capital stock of OptimizeRx Corporation for 10,664,000 shares of common stock of RFID Ltd.. As of April 30, 2008, RFID’sofficers and directors resigned their positions and RFID changed its business to OptimizeRx’s business. As a result, the historical discussion and financialstatements included in this annual report are those of OptimizeRx Corporation. On April 15, 2008, RFID Ltd’s corporate name was changed to OptimizeRxCorporation. On September 4, 2008, we then completed a migratory merger, thereby changing our state of incorporation from Colorado to Nevada, resultingin the current corporate structure in which we, OptimizeRx Corporation, a Nevada corporation is the parent corporation, and OptimizeRx Corporation, aMichigan Corporation is our wholly-owned subsidiary. Employees As of December 31, 2012, we had 11 full-time employees and 2 part time / co-op employees in addition to 3 contracted programmers through our establisheda relationship with Oakland University for technical and programming resources. Subsidiaries We conduct our operations through our wholly-owned subsidiary, OptimizeRx Michigan. Item 2. Properties Currently, we do not own any real estate. Our principal executive offices are located at 400 Water Street, Suite 200, Rochester, Michigan, 48307. We haveentered into a 3 year lease for this 2,886 square foot facility, with a cost of approximately$5,049.25 per month. We believe that our properties are adequatefor our current needs, but growth potential may require larger facilities due to anticipated addition of personnel. We do not have any policies regardinginvestments in real estate, securities or other forms of property. 9Table of ContentsItem 3. Legal Proceedings Aside from the following, we are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us. On November 5, 2012, LDM Group, LLC commenced an action against us in the United States District Court for the Eastern District of Missouri, EasternDivision. The complaint alleges that we infringed on a patent issued on February 21, 2012 in favor of LDM. LDM alleges that its patent is an invention of amethod for making available targeted content to a prescription medication patient while the patient is still in the physician’s office. According to LDM, ourIntegrated SampleMD uses systems and methods that perform the elements of the LDM patent and, therefore, infringes on its patent. We intend to vigorously defend the action brought by LDM. On February 6, 2013, we filed a Complaint for Patent Infringement against Physicians Interactive Inc., Physicians Interactive Holdings,Inc. andSkyscape.com, in which we allege that one or more of those entities has infringed on United States Patent No. 8,341,015. As of March 11, 2013, no furtheraction has occurred in that case. Item 4. Mine Safety Disclosures Not applicable. PART II Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is quoted under the symbol “OPRX” on the OTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and theOTCQB operated by OTC Markets Group, Inc. Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA.Consequently, market makers that once quoted our shares on the OTCBB system may no longer be posting a quotation for our shares. As of the date of thisreport, however, our shares are quoted by several market makers on the OTCQB. The criteria for listing on either the OTCBB or OTCQB are similar andinclude that we remain current in our SEC reporting. Our reporting is presently current and, since inception, we have filed our SEC reports on time. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained.Therefore, a shareholder may be unable to resell his securities in our company. 10Table of Contents The following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by the OTCQB. Thesequotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Fiscal Year Ending December 31, 2012Quarter EndedHigh $Low $December 31, 20121.610.85September 30, 20121.850.43June 30, 20121.350.75March 31, 20121.230.53 Fiscal Year Ending December 31, 2011Quarter EndedHigh $Low $December 31, 20111.370.25September 30, 20111.440.21June 30, 20111.080.45March 31, 20111.090.60 On March 11, 2013, the last sales price per share of our common stock was $1.25. Penny Stock The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securitieswith a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, providedthat current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules requirea broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains adescription of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of thebroker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or otherrequirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and thesignificance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significantterms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, includinglanguage, type size and format, as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or othercomparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value ofeach penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make aspecial written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of thereceipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitabilitystatement. These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty sellingour securities.11Table of ContentsHolders of Our Common Stock As of March 12, 2013, we had 14,232,496 shares of our common stock issued and outstanding, held by 310 shareholders of record, not including those heldin street name. Dividends We currently intend to retain future earnings for the operation of our business. We have never declared or paid cash dividends on our common stock, and wedo not anticipate paying any cash dividends in the foreseeable future. In the event that a dividend is declared, common stockholders on the record date are entitled to share ratably in any dividends that may be declared fromtime to time on the common stock by our board of directors from funds legally available. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, doprohibit us from declaring dividends where, after giving effect to the distribution of the dividend: 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 whohave preferential rights superior to those receiving the distribution. Securities Authorized for Issuance under Equity Compensation Plans We are currently in the process of establishing a new stock incentive plan for employees, directors and consultants that provide valuable services to ourcompany. We expect to have the plan adopted by our board of directors in the coming months. Equity Compensation Plans as of December 31, 2012 ABCPlan CategoryNumber of securities to be issuedupon exercise of outstandingoptions, warrants and rightsWeighted-average exercise price ofoutstanding options, warrants and rightNumber of securities remainingavailable for future issuanceunder equity compensation plans(excluding securities reflected incolumn (A))Equity compensation plansapproved by security holders---Equity compensation plans notapproved by security holders13,411,1002.14-Total13,411,1002.14- Recent Sales of Unregistered Securities The information set forth below describes our issuance of securities without registration under the Securities Act of 1933, as amended, during the year endedDecember 31, 2012, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K:12Table of Contents On October 12, 2012, we issued a five year option to a consultant to purchase 25,000 shares of our common stock at an exercise price of $1.58 per share. These issuances were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended, since, among otherthings, the transactions did not involve a public offering, the investors were accredited investors and / or qualified institutional buyers, the investors hadaccess to information about the Company and their investment, the investors took the securities for investment and not resale, and the Company tookappropriate measures to restrict the transfer of the securities. Item 6. Selected Financial Data A smaller reporting company is not required to provide the information required by this Item. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, andexpected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statementsgenerally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “willbe,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that aresubject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or theactual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects ona consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates,competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statementsand undue reliance should not be placed on such statements. Results of Operations for the Years Ended December 31, 2012 and 2011 Revenues Our total revenue reported for year ended December 31, 2012 was $2,048,699, an increase from $1,111,520 from the prior year. Our increased revenue for the year ended December 31, 2012 as compared with the prior year is a result of the continued viability of our SampleMD solutionand the setup and integration fees for pharmaceutical manufacturers whom are participating within this offering. Operating Expenses Operating expenses increased to $2,413,044 for the year ended December 31, 2012 from $2,565,497 for the year ended December 31, 2011. Our majorexpenses for the year ended December 31, 2012 were advertising expenses of $57,218, professional fees of $263,396, consulting expenses of $19,148,salaries, wages, and benefits of $1,184,367, rent of $62,362, depreciation and amortization of $187,104, stock based compensation of $285,605 and generaland administrative expenses of $353,844. In comparison, our operating expenses for the year ended December 31, 2011 were advertising expenses of$544,071, professional fees of $342,503, consulting expenses of $185,174, salaries, wages, and benefits of $864,655, rent of $37,868, depreciation andamortization of $145,315 and general and administrative expenses of $445,911. Our expenses decreased in 2012 as compared with 2011 largely as a result of decreased advertising costs, professional fees, consulting expenses and generaland administrative costs. .13Table of Contents Other Income/Expenses Other income was $369 for year ended December 31, 2012 an increase from other expenses of $666,785 for same period ended 2011. We had $958,641 ininterest expenses in 2011 over only $100 in 2012, which mostly accounted for the difference. Net Loss Net loss for the year ended December 31, 2012 was $363,976, compared to net loss of $ $2,120,762 for the year ended December 31, 2011. Notwithstanding the net loss for the year, we believe that our company is starting to show real signs of improvement. In our fourth quarter 2012, we hadrevenues of $750,719, as compared to revenues of $325,910 for our fourth quarter 2011. Liquidity and Capital Resources As of December 31, 2012, we had total current assets of $969,219 and total assets in the amount of $2,175,404. Our total current liabilities as of December 31,2012 were $679,945. We had working capital of $289,274 as of December 31, 2012. Operating activities used $624,033 in cash for the year ended December 31, 2012. Our net loss of $363,976 along with $282,019 in accounts payable,$60,000 in accrued expenses, $151,851 in accounts receivable, and $281,353 in deferred revenue were the primary components of our negative operatingcash flow, offset mainly by $180,640 in stock-based compensation, $187,104 in depreciation and amortization and $50,874 in prepaid expenses. Investing activities used $50,870 during the year ended December 31, 2012 largely as a result of website development costs. On September 16, 2011, we entered into a Securities Purchase Agreement with Vicis Capital Master Fund for sale of up to 50 shares of our Series B PreferredStock and warrants to purchase up to 3,333,334 shares of our common stock with an exercise price of $3.00 per share. We have sold 15 shares of Series B Preferred Stock and a warrant to purchase 1,000,000 shares of our common stock at the above exercise price for$1,500,000. This money was used to pay off a promissory note we had with Physicians Interactive and the balance is for working capital. Our financing deal with Vicis has lapsed according to the terms of the Securities Purchase Agreement. However, we are in discussions with Vicis, who we feelis a committed financial partner, to address our capital needs as we continue to generate revenues and our business expands. There is no written agreement inplace for such financing, but we will update our disclosures if and when such financing becomes available. On January 10, 2013, we entered into a Securities Redemption Option Agreement with Vicis that provides us with an option to purchase all of theoutstanding shares and derivative securities held by Vicis for total payment of nine million dollars ($9,000,000). The shares and derivative securities includethe Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock, and warrants to purchase shares of Series A ConvertiblePreferred Stock and Series B Convertible Preferred Stock held by Vicis. Our option expires on December 31, 2013 and may be extinguished if Vicis sells itssecurities before we exercise our option. As of December 31, 2012 with the current level of financing and cash on hand, we have sufficient cash to operate our business at the current level for the nexttwelve months but insufficient cash to achieve our business goals unless we: a) realize cash revenues on sales generated; and/or b) receive financing fromVicis. We are uncertain what type of financing we will need as we continue to ramp up our revenue stream. As mentioned, we are continually in contact withVicis about our financing needs and hope to have something in place if we need more cash.14Table of ContentsOff Balance Sheet Arrangements As of December 31, 2012, there were no off balance sheet arrangements. Critical Accounting Policies In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SECindicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requiresmanagement’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherentlyuncertain. Our critical accounting policies are set forth in Note 2 to the financial statements. Recently Issued Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results ofoperation, financial position or cash flow. Item 7A. Quantitative and Qualitative Disclosures About Market Risk A smaller reporting company is not required to provide the information required by this Item. Item 8. Financial Statements and Supplementary Data Index to Financial Statements Required by Article 8 of Regulation S-X: Audited Financial Statements: F-1Report of Independent Registered Public Accounting Firm;F-2Consolidated Balance Sheets as of December 31, 2012 and 2011;F-3Consolidated Statements of Operations for the years ended December 31, 2012 and 2011;F-4Consolidated Statement of Stockholders’ Equity as of December 31, 2012;F-5Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011;andF-6Consolidated Notes to Financial Statements. 15Table of ContentsSilberstein Ungar, PLLC CPAs and Business AdvisorsPhone (248) 203-0080Fax (248) 281-094030600 Telegraph Road, Suite 2175Bingham Farms, MI 48025-4586www.sucpas.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of DirectorsOptimizeRx CorporationRochester, Michigan We have audited the accompanying consolidated balance sheets of OptimizeRx Corporation as of December 31, 2012 and 2011, and the related consolidatedstatements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company hasdetermined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits includedconsideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessingthe accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of OptimizeRxCorporation, as of December 31, 2012 and 2011 and the results of their operations and cash flows for the years then ended, in conformity with accountingprinciples generally accepted in the United States. /s/ Silberstein Ungar, PLLCSilberstein Ungar, PLLC Bingham Farms, MichiganMarch 8, 2013 F-1Table of ContentsOPTIMIZERx CORPORATIONCONSOLIDATED BALANCE SHEETSAS OF DECEMBER 31, 2012 AND 2011 ASSETS December 31, December 31, 2012 2011Current Assets Cash and cash equivalents $284,263 $959,166 Accounts receivable 616,798 471,870 Prepaid expenses 68,158 119,032 Total Current Assets 969,219 1,550,068 Property and equipment, net 20,685 23,931 Other Assets Patent rights, net 793,236 847,941 Web development costs, net 387,215 465,498 Security deposit 5,049 5,049 Total Other Assets 1,185,500 1,318,488 TOTAL ASSETS $2,175,404 $2,892,487 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable - trade $54,693 $336,712 Accounts payable - related party 570,000 570,000 Accrued expenses 6,000 66,000 Deferred revenue 49,252 330,605 Total Liabilities 679,945 1,303,317 Stockholders' Equity Common stock, $.001 par value, 500,000,000 sharesauthorized, 14,232,496 and 14,192,496 shares issued andoutstanding 14,232 14,192 Preferred stock, $.001 par value, 10,000,000 shares authorized,65 shares issued and outstanding -0- -0- Stock warrants 20,058,051 20,826,934 Additional paid-in-capital 6,164,666 5,125,558 Accumulated deficit (24,741,490) (24,377,514)Total Stockholders' Equity 1,495,459 1,589,170 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,175,404 $2,892,487 The accompanying notes are an integral part of these financial statements.F-2Table of ContentsOPTIMIZERx CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 For the For the year ended year ended December 31, December 31, 2012 2011REVENUE Sales $2,048,699 $1,111,520 TOTAL REVENUE 2,048,699 1,111,520 EXPENSES Operating expenses (See note 17) 2,413,044 2,565,497 TOTAL EXPENSES 2,413,044 2,565,497 LOSS FROM OPERATIONS (364,345) (1,453,977) OTHER INCOME (EXPENSE) Interest income 469 1,290 Other income -0- 290,566 Interest expense (100) (958,641) TOTAL OTHER INCOME (EXPENSE) 369 (666,785) LOSS BEFORE PROVISION FOR INCOME TAXES (363,976) (2,120,762) PROVISION FOR INCOME TAXES -0- -0- NET LOSS $(363,976) $(2,120,762) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:BASIC AND DILUTED 14,215,884 13,921,669 NET LOSS PER SHARE: BASIC AND DILUTED $(0.03) $(0.15) The accompanying notes are an integral part of these financial statements. F-3Table of ContentsOPTIMIZERx CORPORATIONCONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYAS OF DECEMBER 31, 2012 Additional Total Common Stock Preferred Stock Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Warrants Capital Deficit Equity Balance, January 1, 2011 13,606,676 $13,607 50 $-0- $20,281,328 $3,355,615 $(21,756,752) $1,893,798 Outstanding share adjustment 10,000 10 (10) -0- Issuance of common stock: for preferred dividends 475,820 475 499,525 (500,000) -0- for settlement 100,000 100 114,900 115,000 equity issuance costs (172,500) (172,500) Issuance of preferred stock andstock warrants 15 644,540 855,460 1,500,000 Issuance of stock options: for consulting 184,149 184,149 to employees 189,485 189,485 Cancellation of stock warrants: for settlement (98,934) 98,934 -0- Net loss for the year (2,120,762) (2,120,762) Balance, December 31, 2011 14,192,496 14,192 65 — $20,826,934 5,125,558 (24,377,514) 1,589,170 Issuance of stock options: to employees 150,367 150,367 for consulting 75,098 75,098 Issuance of common stock: for services 40,000 40 44,760 44,800 Reclassification for optionspreviously recorded aswarrants (768,883) 768,883 -0- Net loss for the year (363,976) (363,976) Balance, December 31, 2012 14,232,496 $14,232 65 $-0- $20,058,051 $6,164,666 $(24,741,490) $1,495,459 The accompanying notes are an integral part of these financial statements.F-4Table of ContentsOPTIMIZERx CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 For the For the year ended year ended December 31, December 31, 2012 2011CASH FLOWS FROM OPERATING ACTIVITIES: Net loss for the year $(363,976) $(2,120,762)Adjustments to reconcile net loss to net cash used by operatingactivities: Depreciation and amortization 187,104 145,315 Stock issued for services 49,618 83,992 Stock-based compensation 180,640 189,485 Stock options issued for services 40,007 100,157 Amortization of debt discount -0- 916,667 Bad debt expense 6,923 -0- Changes in: Accounts receivable (151,851) (245,870)Prepaid expenses 50,874 (38,981)Accounts payable (282,019) 304,303 Accrued interest -0- (15,000)Accrued expenses (60,000) 54,300 Deferred revenue (281,353) 104,885 NET CASH USED BY OPERATING ACTIVITIES (624,033) (521,509) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (2,230) (13,100)Payment of security deposit -0- (5,049)Website site development costs (48,640) (221,770)NET CASH USED BY INVESTING ACTIVITIES (50,870) (239,919) CASH FLOWS FROM FINANCING ACTIVITIES: Equity issuance costs -0- (57,500)Issuance of preferred stock -0- 855,460 Issuance of warrants in connection with preferred stock -0- 644,540 Payments on loan payable -0- (1,000,000)NET CASH PROVIDED BY FINANCING ACTIVITIES -0- 442,500 NET (DECREASE) IN CASH AND CASH EQUIVALENTS (674,903) (318,928) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 959,166 1,278,094 CASH AND CASH EQUIVALENTS - END OF PERIOD $284,263 $959,166 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $100 $41,974 Cash paid for income taxes $-0- $-0- SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ANDFINANCING ACTIVITIES: Common stock issued to satisfy dividends related to preferred stock $-0- $500,000 Common stock issued for settlement of equity issuance costs $-0- $115,000 The accompanying notes are an integral part of these financial statements.F-5Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 1 – NATURE OF BUSINESS Optimizer Systems, LLC was formed in the State of Michigan on January 31, 2006. It then became a corporation in the State of Michigan on October 22,2007 and changed its name to OptimizeRx Corporation. On April 14, 2008, RFID, Ltd., a Colorado corporation, consummated a reverse merger by enteringinto a share exchange agreement with the stockholders of OptimizeRx Corporation, pursuant to which the stockholders of OptimizeRx Corporationexchanged all of the issued and outstanding capital stock of OptimizeRx Corporation for 1,256,958 shares of common stock of RFID, Ltd., representing100% of the outstanding capital stock of RFID, Ltd. As of April 30, 2008, RFID’s officers and directors resigned their positions and RFID changed itsbusiness to OptimizeRx’s business. On April 15, 2008, RFID, Ltd.’s corporate name was changed to OptimizeRx Corporation. On September 4, 2008, amigratory merger was completed, thereby changing the state of incorporation from Colorado to Nevada, resulting in the current corporate structure, in whichOptimizeRx Corporation, a Nevada corporation, is the parent corporation, and OptimizeRx Corporation, a Michigan corporation, is a wholly-ownedsubsidiary (together, "OptimizeRx" and "the Company"). The wholly-owned subsidiary, OptimizeRx Corporation, is a technology solutions company targeting the health care industry. Their objective is to bringbetter access to better care through connecting patients, physicians and pharmaceutical manufacturers through technology. Once defined as a marketing andadvertising company through its consumer website, OptimizeRx is maturing as a technology solutions provider as it launched its direct to physician solution,SampleMD. SampleMD allows physicians to search, print and send available sample trial vouchers and/or co-pay coupons on behalf of their patients. TheSampleMD solution can either sit on the doctor’s desktop or can be integrated into the ePrescribing or Electronic Medical Records applications. OptimizeRxsolutions provide pharmaceutical manufacturers either a direct to consumer and/or direct to physician channels for communicating and promoting theirproducts. It provides health care providers a means to provide sampling and coupons without having to physically store samples on site, and it providesbetter access and affordability to the patients. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of PresentationThe financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of Americaand are presented in US dollars. Accounting BasisThe Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). TheCompany has adopted a December 31 fiscal year end. Principles of ConsolidationThe financial statements reflect the consolidated results of OptimizeRx Corporation (a Nevada corporation) and its wholly owned subsidiary OptimizeRxCorporation (a Michigan corporation). All material inter-company transactions have been eliminated in the consolidation. ReclassificationsCertain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.F-6Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash and Cash EquivalentsFor purposes of the accompanying financial statements, the Company considers all highly liquid instruments with an initial maturity of three months or lessto be cash equivalents. Fair Value of Financial InstrumentsThe fair value of cash, accounts receivable, prepaid expenses, patent rights, web development costs, accounts payable, accounts payable – related party,accrued expenses and deferred revenue approximates the carrying amount of these financial instruments due to their short-term nature. The fair value of long-term debt, which approximates its carrying value, is based on current rates at which the Company could borrow funds with similar remaining maturities. Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the relatedrevenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors,including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation processrelated to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, whichmay impact the collectability of these receivables or reserve estimates. Bad debt expense was $6,923 and $0 for the years ended December 31, 2012 and2011, respectively. The allowance for doubtful accounts was $0 as of December 31, 2012 and 2011. Property and EquipmentThe capital assets are being depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for bookpurposes. Revenue RecognitionAll revenue is recognized when it is earned. Revenues are generated either through the Company’s website activities, in which we earn revenue fromadvertising and lead generation activities, or from our SampleMD activities, which include offering setup within the systems and our offers, coupons, andvouchers that enable our customers to save money on medical products and services. The Company’s processes are monitored by third parties who collectrevenues from clients on a per activity basis and report and forward the revenue to the Company’s account. Research and DevelopmentThe Company’s key members are part of a continual research development team and monitor new technologies, trends, services and partnerships that canprovide the Company with additional services, value to healthcare and pharmaceutical industries and to the patients it serves. The Company seeks to educate team members through understanding of all market dynamics that have the potential to affect the business both short term andlonger term. The primary goal is to help patients better afford and access the medicines their doctor prescribes, as well as other healthcare products andservices they need. Based on this, the Company continually seeks better ways to meet this mission through technology, better user experiences and new waysto engage industries to provide new support for patients needing their products. The Company is always seeking new services and solutions to offer. At thistime, the three current platforms provide robust opportunities and growth during the next five years.F-7Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income TaxesIncome taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities aredetermined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted taxrates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Concentration of Credit RisksThe Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has notexperienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financialdifficulties. Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. Estimates and assumptions have been made in determining the depreciable lives of such assets and the allowance fordoubtful accounts receivable. Actual results could differ from these estimates. Earnings Per Common and Common Equivalent ShareThe computation of basic earnings per common share is computed using the weighted average number of common shares outstanding during the year. Thecomputation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus common stockequivalents which would arise from the exercise of warrants outstanding using the treasury stock method and the average market price per share during theyear. Options, warrants and convertible preferred stock which are common stock equivalents are not included in the diluted earnings per share calculation forDecember 31, 2012 and 2011, respectively, since their effect is anti-dilutive. Impairment of Long-Lived AssetsThe Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable.When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carryingvalue of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount ofthose assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed ofare reported at the lower of the carrying amount or the fair value less costs to sell. Recently Issued Accounting GuidanceThe Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results ofoperations, financial position or cash flow.F-8Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 3 – PREPAID EXPENSES Prepaid expenses consisted of the following as of December 31, 2012 and 2011: 2012 2011Insurance $6,437 $5,937 Website maintenance 0 17,500 Rent 5,049 0 Consulting 31,672 91,811 Employee advances 0 694 Advertising 0 3,090 Legal 25,000 0 Total prepaid expenses $68,158 $119,032 NOTE 4 – PROPERTY AND EQUIPMENT The Company owned equipment recorded at cost which consisted of the following as of December 31, 2012 and 2011: 2012 2011Computer equipment $22,360 $20,130 Furniture and fixtures 11,088 11,088 Subtotal 33,448 31,218 Accumulated depreciation (12,763) (7,287) Property and equipment, net $20,685 $23,931 Depreciation expense was $5,476 and $2,230 for the years ended December 31, 2012 and 2011, respectively. NOTE 5 – WEB DEVELOPMENT COSTS The Company has capitalized costs in developing their website and web-based products, which consisted of the following as of December 31, 2012 and2011: 2012 2011OptimizeRx web development $154,133 $154,133 SampleMD web development 602,517 553,877 Subtotal, web development costs 756,650 708,010 Accumulated amortization (310,352) (183,429)Impairment (59,083) (59,083) Web development costs, net $387,215 $465,498 Amortization is recorded using the straight-line method over a period of five years. The Company determined that the original OptimizeRx website was nolonger useful so the remaining unamortized balance of $59,083 was impaired as of December 31, 2010. Amortization expense for the web development costswas $126,923 and $88,379 for the years ended December 31, 2012 and 2011, respectively.F-9Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 6 – PATENT RIGHTS AND INTANGIBLE ASSETS On April 26, 2010, the Company acquired from an officer and shareholder the technical contributions and assignment of all exclusive rights to and for theSampleMD patent currently in process in exchange for 300,000 shares of common stock to be granted at the discretion of the seller in addition to 200,000stock options valued at $360,000. The shares were valued on the grant date at $570,000 and have been recorded as a payable to the related party. The Company has capitalized costs in purchasing the SampleMD patent, which consisted of the following as of December 31, 2012 and 2011: 2012 2011Patent rights and intangible assets $930,000 $930,000 Accumulated amortization (136,764) (82,059) Patent rights and intangible assets, net $793,236 $847,941 The Company began amortizing the patent, using the straight-line method over the estimated useful life of 17 years, once it was put into service in July 2010.Amortization expense was $54,705 and $54,706 for the years ended December 31, 2012 and 2011, respectively. NOTE 7 – ACCRUED EXPENSES Accrued expenses consisted of the following as of December 31, 2012 and 2011: 2012 2011Accrued bonuses $0 $60,000 Accrued audit fees 6,000 6,000 Total accrued expenses $6,000 $66,000 NOTE 8 – DEFERRED REVENUE The Company has signed several contracts with customers for either the distribution or redemption of coupons. The payments are not taken into revenue untileither the coupon is distributed to a patient or the coupon has been redeemed depending on the specific contract. The distributions and redemptions aretracked by the company’s administrative tool. Additionally, customer setup contracts that have been paid in full are deferred until the Company hascompleted the obligations of the contacts. Deferred revenue was $49,252 and $330,605 as of December 31, 2012 and 2011 respectively. NOTE 9 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2010, the Company acquired from an officer and shareholder the technical contributions and assignment of all exclusiverights to and for the SampleMD patent currently in process in exchange for 300,000 shares of common stock to be granted at the discretion of the seller inaddition to 200,000 stock options valued at $360,000. The shares were valued on the grant date at $570,000 and have been recorded as a payable to therelated party.F-10Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 10 – COMMON STOCK OptimizeRx Corporation has 500,000,000 shares of $.001 par value common stock authorized as of December 31, 2012. There were 14,232,496 and 14,192,496 common shares issued and outstanding at December 31, 2012 and 2011, respectively. On June 30, 2011, the Company entered into a settlement agreement with Midtown Partners. Under the settlement agreement, the Company will payMidtown Partners $57,500 and grant 100,000 shares of its common stock. The cost of the settlement has been recorded as equity issuance costs. As a result ofthe settlement, the litigation in the Eastern District of Michigan was dismissed. During the year ended December 31, 2011, the Company issued 475,820 shares of common stock to satisfy $500,000 of preferred dividends. The Companyhas not declared any dividends in 2012. On June 1, 2012, the Company entered into a consulting agreement with North Coast Advisors, Inc. for various services. The Company agreed to issue 40,000shares of common stock as of the date of the contract. However, these shares were not issued until July 12, 2012. The Company also agreed to issue anadditional 40,000 shares every six months in alignment with the agreement renewal up to the two years of the agreement. The first 40,000 shares were valuedat the Company’s common stock price as of the date of the contract, which was $1.12/share and has been expensed. No additional shares were issued as ofDecember 31, 2012. NOTE 11 – PREFERRED STOCK Series A Preferred During the year ended December 31, 2008, 35 preferred shares were issued for $3,500,000. Issuance costs totaled $515,000 resulting in net proceeds of$2,985,000. The 35 shares are convertible to 3,500,000 shares of common stock and bear a 10% cumulative dividend. In addition, there was a warrant issuedto purchase 6,000,000 shares of common stock at an exercise price of $2 for a period of seven years. The holders of the preferred stock are entitled to semi-annual dividends payable on the stated value of the Series A preferred stock at a rate of 10% per annum,which shall be cumulative, and accrue daily from the issuance date. The dividends may be paid in cash or shares of the Company's common stock atmanagement’s discretion. If after the conversion eligibility date, the market price for the common stock for any ten consecutive trading days in which thestock trades for over $2 per share and trading exceeds 100,000 shares per day, the preferred shareholders can be required to convert their shares to commonstock. Each share of Series A preferred stock shall also be convertible at the option of the holder into that number of shares of common stock of the Companyat the stated value of such share at a $1 conversion price. The holder may cause this conversion at the time the shares are eligible for resale by the holder. The conversion price is subject to adjustment as hereinafterprovided, at any time, or from time to time upon the terms and in the manner hereinafter set forth in the shareholder agreement. There is no conversionexpiration date, however, the holder must provide 30 days notice for the registration of the conversion.F-11Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 11 – PREFERRED STOCK (CONTINUED) Series A Preferred Continued On May 12, 2010, the Company’s Board declared and issued 236,598 common shares as payment for all cumulative and current semi-annual dividends. OnNovember 16, 2010, the Company’s Board declared and issued 173,922 common shares for its semi-annual dividend payment. On March 25, 2011, theCompany’s Board declared and issued 176,768 common shares for its semi-annual dividend payment. On September 21, 2011, the Company's Board declaredand issued 156,306 common shares for its semi-annual dividend payment. The Company has undeclared dividends that were due in February and September2012 totaling $350,000 as of December 31, 2012. Series B Preferred During the year ended December 31, 2010, 15 preferred shares were issued for $1,500,000. The 15 shares are convertible to 1,500,000 shares of commonstock and bear a 10% cumulative dividend. In addition, there was a warrant issued to purchase 3,000,000 shares of common stock at an exercise price of $3for a period of seven years. The preferred stock was issued for $1,500,000 less associated issuance costs of $350,000 for net proceeds of $1,150,000. Additionally, 3,000,000 commonstock warrants were issued with the preferred stock. Based on the fair values of the preferred stock and common stock warrants on the issue date, $341,100was allocated to preferred stock and $1,158,900 was allocated to the common stock warrants. Equity issuance costs of $350,000 were allocated to thepreferred stock. During the quarter ended September 30, 2011, 15 preferred shares were issued to an investor for $1,500,000. The 15 shares are convertible to 1,500,000 sharesof common stock and bear a 10% cumulative dividend. In addition, there was a warrant issued to purchase 1,000,000 shares of common stock at an exerciseprice of $3 for a period of seven years. Based on the fair values of the preferred stock and common stock warrants on the issue date, $855,460 was allocated topreferred stock and $644,540 was allocated to the common stock warrants. See Note 12. The holders of the preferred stock are entitled to semi-annual dividends payable on the stated value of the Series B preferred stock at a rate of 10% per annum,which shall be cumulative, and accrue daily from the issuance date. The dividends may be paid in cash or shares of the Company's common stock atmanagement’s discretion. If after the conversion eligibility date, the market price for the common stock for any ten consecutive trading days in which thestock trades for over $2 per share and trading exceeds 100,000 shares per day, the preferred shareholders can be required to convert their shares to commonstock. Each share of Series B preferred stock shall also be convertible at the option of the holder into that number of shares of common stock of the Companyat the stated value of such share at a $1.50 conversion price. The holder may cause this conversion at the time the shares are eligible for resale by the holder. The conversion price is subject to adjustment as hereinafterprovided, at any time, or from time to time upon the terms and in the manner hereinafter set forth in the shareholder agreement. On March 25, 2011, theCompany’s Board declared and issued 75,758 common shares for its semi-annual dividend payment. On September 21, 2011, the Company's Board declaredand issued 66,988 common shares for its semi-annual dividend payment. The Company has undeclared dividends that were due in February and September2012 totaling $150,000 as of December 31, 2012.F-12Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 12 – STOCK OPTIONS AND WARRANTS The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718: Compensation - Stock Compensation,which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based ontheir fair values. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring,or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASCTopic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value ofthe services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equityinstrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. On October 1, 2010, the Company issued 25,000 stock options to an employee with a vesting period of one year and an exercise price of $1.21. The optionswere valued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of241%, risk-free interest rate of 1.26% and expected life of 60 months. The options were fully expensed as of December 31, 2011. On April 27, 2011, the Company issued 100,000 stock options to an individual at an exercise price of $0.73. The options were valued on the grant date usingthe Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 221%, risk-free interest rate of 2.06%and expected life of 60 months. The agreement is for a period of six months. The Company recognized expenses of $83,992 during the year endedDecember 31, 2011. On May 31, 2011, the Company issued 285,000 stock options to 3 employees at an exercise price of $1.00. The options were valued on the grant date usingthe Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 218%, risk-free interest rate of 1.68%and expected life of 60 months. The total value of the options was $320,585. The options vest over one year. The Company recognized share-basedcompensation expense of $187,005 during the year ended December 31, 2011. The remaining balance of $133,580 was recognized over the first five monthsof 2012. During the quarter ended September 30, 2011, there was a warrant issued to purchase 1,000,000 shares of common stock at an exercise price of $3 for a periodof seven years. In addition, 15 preferred shares were issued to an investor for $1,500,000. The 15 shares are convertible to 1,500,000 shares of common stockand bear a 10% cumulative dividend. Based on the fair values of the preferred stock and common stock warrants on the issue date, $855,460 was allocated topreferred stock and $644,540 was allocated to the common stock warrants. See Note 11. During the quarter ended December 31, 2011, the Company issued 20,000 stock options to 2 employees at an exercise price of $1.00. The options werevalued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 204-205%, risk-free interest rate of 0.88-0.93% and expected life of 60 months. The total value of the options was $19,270. The options vest over one year. TheCompany recognized share-based compensation expense of $2,480 and $16,790 of expense during the years ended December 31, 2012 and 2011,respectively.F-13Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 12 – STOCK OPTIONS AND WARRANTS (CONTINUED) On November 21, 2011, the Company issued 100,000 stock options to an individual at an exercise price of $0.73. The options were valued on the grant dateusing the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 205%, risk-free interest rate of0.92% and expected life of 60 months. The Company recognized expenses of $8,346 during the year ended December 31, 2011 and $91,811 during the yearended December 31, 2012. During the quarter ended March 31, 2012, the Company issued 50,000 stock options to 4 non-employees at an exercise price of $0.89. The options werevalued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 198%,risk-free interest rate of 0.65% and expected life of 48 months. The total value of the options was $35,091. The options vest over 4 months. The Companyrecognized share-based compensation expense of $35,091 during the six months ended June 30, 2012. During the quarter ended December 31, 2012, the Company issued 25,000 stock options to a non-employee at an exercise price of $1.58. The options werevalued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 200%,risk-free interest rate of 0.67% and expected life of 60 months. The total value of the options was $40,007. The options vest over 1 year. The Companyrecognized share-based compensation expense of $8,335 during the three months ended December 31, 2012. The remaining balance will be recognized in thefollowing year. The Company had the following options outstanding for the years ended December 31, 2012 and 2011: Number of Options Weighted average exercise price Outstanding, January 1, 2011 0 $0.00 Granted - 2011 505,000 1.01 Exercised - 2011 0 0 Expired - 2011 (100,000) (1.00) Balance, December 31, 2011 405,000 1.01 Granted - 2012 75,000 1.17 Exercised - 2012 0 0 Expired - 2012 (455,000) (.98) Balance, December 31, 2012 25,000 $1.58 The Company had the following warrants outstanding for the years ended December 31, 2012 and 2011: Number of Warrants Weighted average exercise price Outstanding, January 1, 2011 11,111,100 $2.26 Granted - 2011 3,333,334 3.00 Exercised - 2011 0 0 Expired - 2011 (100,000) (2.50) Balance, December 31, 2011 14,344,434 2.41 Granted - 2012 0 0 Exercised - 2012 0 0 Expired - 2012 0 0 Balance, December 31, 2012 14,344,434 $2.41 F-14Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 13 – OPERATING LEASES The Company signed a lease for new office space on December 1, 2011 at an approximate rent of $5,000 per month. The new offices are in Rochester,Michigan. The lease is for three years with an option to renew for an additional two years at approximately $5,200 per month with six months advance noticeto exercise the option. Minimum annual rent is as follows for the initial term of the lease: Year ended December 31, 2013 $60,591 2014 55,542 2015 0 Total lease commitment $116,133 NOTE 14 – MAJOR CUSTOMERS The Company had two major customers that accounted for 52% and two major customers that accounted for 50% of the Company’s revenues for the yearsended December 31, 2012 and 2011, respectively. The Company expects to continue to maintain these relationships with the customers. NOTE 15 – INCOME TAXES For the year ended December 31, 2012, the Company incurred a net loss of approximately $364,000 and therefore has no tax liability. The Company beganoperations in 2007 and has previous net operating loss carry-forwards of $13,479,000 through December 31, 2011. The cumulative loss of $13,843,000 willbe carried forward and can be used through the year 2032 to offset future taxable income. In the future, the cumulative net operating loss carry-forward forincome tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting. The provision for Federal income tax consists of the following for the years ended December 31, 2012 and 2011: 2012 2011Federal income tax benefit attributable to: Current operations $123,000 $721,000 Valuation allowance (123,000) (721,000) Net provision for federal income tax $0 $0 The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2012 andDecember 31, 2011: 2012 2011Deferred tax asset attributable to: Net operating loss carryover $4,706,000 $4,583,000 Valuation allowance (4,706,000) (4,583,000) Net deferred tax asset $0 $0 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $13,843,000 for Federalincome tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as touse in future years.F-15Table of ContentsOPTIMIZERx CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2012 NOTE 16 – OPERATING EXPENSES Operating expenses consisted of the following for the years ended December 31, 2012 and 2011, respectively: 2012 2011Advertising $57,218 $544,071 Professional fees 263,396 342,503 Consulting 19,148 185,174 Salaries, wages and benefits 1,184,367 864,655 Rent 62,362 37,868 Depreciation and amortization 187,104 145,315 Stock-based compensation 285,605 0 General and administrative 353,844 445,911 Total Operating Expenses $2,413,044 $2,565,497 NOTE 17 – SUBSEQUENT EVENTS On January 14, 2013, the Company hired a new CEO. The employment agreement requires annual compensation of $175,000 that will be accrued anddeferred until at least January 1, 2014. Additionally, the agreement requires the issuance of 2,000,000 options with an exercise price of $1.00 for a term offive years. The options are not exercisable until at least January 1, 2014. In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2012 through the date these financial statements wereissued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events describedabove.F-16Table of ContentsItem 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure No events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending December 31, 2012. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reportsfiled or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periodsspecified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include without limitation, controls andprocedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated andcommunicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of theeffectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2012. Based on their evaluation, they concluded thatour disclosure controls and procedures were effective. Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer andchief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability ofour financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation ofour financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectivenessof our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation under the criteria established in Internal Control – IntegratedFramework, our management concluded that our internal control over financial reporting was effective as of December 31, 2012. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth inSection 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act. During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or isreasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None16Table of ContentsPART III Item 10. Directors, Executive Officers and Corporate Governance The following information sets forth the names, ages, and positions of our current directors and executive officers as of December 31, 2012. NameAgePosition(s) and Office(s) HeldShad Stastney44Chairman, President, Chief Executive Officerand DirectorDavid Lester55Chief Operating Officer, Secretary, Treasurerand DirectorDavid A. Harrell47Vice Chairman, Chief Strategic Officer andDirectorTerence J. Hamilton47Director and VP of Sales Set forth below is a brief description of the background and business experience of each of our current executive officers and directors. Shad Stastney Mr. Stastney is a member of and the chief operating officer for Vicis Capital, LLC, a company he jointly founded in 2004. Mr. Stastney also jointly foundedVictus Capital Management LLC in 2001. From 1998 through 2001, Mr. Stastney worked with the corporate equity derivatives origination group of CreditSuisse First Boston, eventually becoming a Director and Head of the Hedging and Monetization Group, a joint venture between derivatives and equitycapital markets. In 1997, he joined Credit Suisse First Boston’s then-combined convertible/equity derivative origination desk. From 1994 to 1997, he was anassociate at the law firm of Cravath, Swaine and Moore in New York, in their tax and corporate groups, focusing on derivatives. He graduated from theUniversity of North Dakota in 1990 with a B.A. in Political Theory and History, and from the Yale Law School in 1994 with a J.D. degree focusing oncorporate and tax law. David Lester Mr. Lester is a business veteran whom has accumulated over thirty years of executive experience in the areas of business, marketing, sales, operations,technology, and leadership. Prior to accepting his new role with us, Mr. Lester held the title of Director, Consumer & Industrial Products Marketing forDeloitte LLP. During his tenure at Deloitte, he established Deloitte as a leader through innovative programs and strategic partnerships. Prior to Deloitte, heworked with Sun Microsystems as Director, Industry Strategy & Marketing, and Manufacturing Industries. David Lester has worked with Governor Tommy Thompson, former Secretary of Health & Human Services, on health care reform and cost control; partneredwith Governor Tom Ridge, former head of Homeland Security on defending cyber security initiatives; and as a active participant within the NationalAssociation of Manufacturers and the Manufacturing Institute worked with former Michigan Governor John Engler, now President of the NationalAssociation of Manufacturers, on challenges inhibiting the competitiveness of manufacturers like health care reform, trade policy, renewable energy, businesstax reform, and sustainability.17Table of ContentsDavid A. Harrell Mr. Harrell founded the Company in January of 2006 and has served as our President and Chief Executive Officer. He became a director when the Companychanged from a limited liability to a corporation in 2007. Mr. Harrell was the Vice President of Development for Meridian Incorporated from 2003-2005 and,prior to that, had been Vice President of Sales and Marketing since 1999 at Advance Graphic Systems. Mr. Harrell has spent two decades leading sales,marketing and business development units within the pharmaceutical and national retail industries. Prior to his work at Advance Graphic Systems, Mr. Harrellserved for ten years at SmithKline Beecham, specializing in the managed markets healthcare segment. As part of the Integrated Health Division, Mr. Harrellwas responsible for contracting and achieving regional revenue growth for SmithKline Beecham's four business units: Pharmaceuticals, Consumer Health,Clinical Labs and Diversified Pharmaceutical Services (PBM). During his tenure with SmithKline Beecham, he was a recipient of numerous national awardsand served as a member of the Division's Strategic Planning Committee. Mr. Harrell graduated from Oakland University with a Bachelor of Science inBusiness Administration. Terence J. Hamilton Mr. Hamilton joined the Company as a Director and VP of Sales in February 2008. Prior to that, Mr. Hamilton was Manager at MedImmune since 2005 andwas Senior National Account Manager for Glaxo SmithKline pharmaceuticals for 13 years prior to that. Mr. Hamilton has spent the last 19 years working inthe pharmaceutical and biotech arenas within various sales, marketing and managed markets management positions. He also has held many positions withinthe pharmaceutical and biotech industries, including District Manager, Brand Manager, Managed Market Specialist, Contract Manager, Government AccountManager. Directors Our bylaws authorize two (2) directors unless changed by the Board of Directors. The board has since changed the number of directors authorized, and wecurrently have four (4) Directors. Term of Office Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office inaccordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. Significant Employees We have no significant employees other than our officers and directors. Family Relationships There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executiveofficers. Involvement in Certain Legal Proceedings To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, oremployee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time ofthe bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding(excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated,of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type ofbusiness, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities FuturesTrading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.18Table of ContentsAudit Committee We do not have a separately-designated standing audit committee. The entire board of directors performs the functions of an audit committee, but no writtencharter governs the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The board ofdirectors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related tofinancial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with managementand the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditingand accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. We do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We believe that we do notrequire an audit committee financial expert at this time because we retain outside consultants who possess these attributes as needed. For the fiscal year ending December 31, 2012, the board of directors: 1. Reviewed and discussed the audited financial statements with management, and2. Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statementsfor the year ended December 31, 2012 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered classof the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equitysecurities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies ofall Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, thefollowing persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year endedDecember 31, 2011: Name and principal positionNumber of late reportsTransactions not timely reportedKnown failures to file a required formShad Stastney Chairman, President, CEO and Director000David Lester COO, Secretary, Treasurer and Director000David A. Harrell Vice Chairman, Chief Strategic Officerand Director000Terence J. Hamilton VP of Sales and Director000Richard Kraniak 10% Holder000 19Table of Contents Code of Ethics As of December 31, 2012, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principalfinancial officer, principal accounting officer or controller, or persons performing similar functions. Item 11. Executive Compensation The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December31, 2012 and 2011. SUMMARY COMPENSATION TABLENameandprincipalpositionYearSalary ($)Bonus($) StockAwards($)OptionAwards($)(2)Non-EquityIncentive PlanCompensation($)NonqualifiedDeferredCompensationEarnings ($)All OtherCompensation($)Total($)Shad Stastney Chairman, President, CEO andDirector20122011(1) 07,20007,200David Lester COO, Secretary, Treasurer and Director20122011 157,500157,50010,000 205,287167,500362,787David A. HarrellVice Chairman, Chief Strategic Officerand Director20122011166,698163,39050,00020,500 177,165216,698361,055Terence J. Hamilton VP of Sales and Director20122011157,500157,500 7,00015,000 143,320 31,487164,500347,407 (1) Only for his services as a director.(2) This amount reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year indicated in accordance with ASCTopic 718 – Stock Compensation, Share Based Payments of awards of restricted stock and stock options, as applicable. Narrative Disclosure to the Summary Compensation Table On January 14, 2013, we entered into a written Employment Agreement with Shad Stastney. Pursuant to the terms and conditions of the EmploymentAgreement: § Mr. Stastney will serve as Chairman and Chief Executive Officer of our company for a period of twelve (12) months;§ Mr. Stastney will earn a base salary of $175,000;§ We will issue to Mr. Stastney an option to acquire two million (2,000,000) shares of our common stock at an exercise price per share of $1.00 with a term of5 years; and§ Mr. Stastney will be entitled to participate in any employee benefit plans, as established by our board of directors. Mr. Stastney also agreed to keep certain information confidential and not compete with or solicit from our company for a period of time.20Table of ContentsOn April 6, 2009, we entered into an employment agreement with Mr. Lester to serve as our Chief Executive Officer. The agreement was amended on January14, 2013 to account for his new positions as COO, Secretary and Treasurer. Under the agreement, we agreed to compensate Mr. Lester $150,000 annually andwe granted him options to purchase 500,000 shares of our common stock, with 25% vesting immediately and 25% vesting after the completion of eachquarter of hire. Mr. Lester is also eligible for additional quarterly and annual bonus compensation, stock options, and stock grants based on performancemetrics outlined by our board of directors. He is entitled to vacation and sick days, and other benefits included in the agreement. On August 1, 2008, we entered into an employment agreement with Mr. Hamilton to serve as our VP of Sales. Under the agreement, we agreed to compensateMr. Hamilton $120,000 annually and we granted him options to purchase 150,000 shares of our common stock in 2009. Mr. Hamilton is also eligible foradditional quarterly and annual bonus compensation, stock options, and stock grants based on performance metrics outlined by our board of directors. He isentitled to vacation and sick days, and other benefits included in the agreement. On March 18, 2010, we entered into an addendum to the employmentagreement to increase his compensation to $150,000 annually. On June 1, 2008, we entered into an employment agreement with Mr. Harrell to serve as our CEO. The agreement was amended on January 14, 2013 toaccount for his new positions as CSO and Vice Chairman. The terms of his compensation, which is still in effect, are an annual salary of $144,000 with a 5%cost of living increase on each 12 month anniversary. Mr. Harrell is also eligible for additional quarterly and annual bonus compensation, stock options, andstock grants based on performance metrics outlined by our board of directors. He is entitled to vacation and sick days, and other benefits included in theagreement. On March 18, 2010, we entered into an addendum to the employment agreement to increase his compensation to $152,004 annually. Outstanding Equity Awards at Fiscal Year-End The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officers as ofDecember 31, 2012. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOPTION AWARDSSTOCK AWARDSNameNumber ofSecuritiesUnderlyingUnexercisedOptions (#)ExercisableNumber ofSecuritiesUnderlyingUnexercisedOptions (#)UnexercisableEquityIncentive PlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (#)OptionExercise Price ($)OptionExpirationDateNumberof Sharesor Unitsof StockThatHave NotVested(#)MarketValueofSharesor UnitsofStockThatHaveNotVested($)EquityIncentive PlanAwards: Number ofUnearned Shares,Units orOther RightsThat Have NotVested (#)EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRightsThat HaveNot Vested (#)David Lester375,000125,00055,000$0.35(1)$0.35(1)$1.0010/1/1412/22/145/31/16David Harrell100,000200,000102,500$1.00$1.81$1.003/5/144/26/155/31/16Terence J. Hamilton150,000127,500$1.00$1.003/5/145/31/16 (1) These are warrants that were revalued on October 1, 2009 to $0.35 per share.21Table of ContentsItem 12. Security Ownership of Certain Beneficial Owners and Management and Related The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of March 12, 2013, by (1) allpersons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executiveofficers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securitiesand Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly orindirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right toacquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to anyperson as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as towhich such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus anyshares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission thatthe named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has solevoting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that personor entity. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 14,192,496 shares of common stock issued andoutstanding on March 13, 2013. Except as otherwise indicated, the address of each person named in this table is c/o OptimizeRx Corporation, 400 WaterStreet, Ste. 200, Rochester, MI 48307. Title of className and address of beneficial ownerAmount of beneficialownershipPercent of classExecutive Officers & Directors:CommonDavid Lester(1)573,000 shares3.88%CommonDavid A. Harrell(2)3,538,750 shares24.24%CommonTerence J. Hamilton(3)747,000 shares5.16%CommonShad Stastney0 shares0%Total of All Directors and Executive Officers:4,858,750 shares31.49% More Than 5% Beneficial Owners:CommonCypress Trust(4)740,990 shares5.2%CommonVicis Capital Master Fund(5)886,340 shares6.2% (1)Includes 18,000 shares held in his name and warrants to purchase 555,000 shares of common stock at a price of $0.35 per share.(2)Includes 3,136,250 shares held in his name, options to purchase 202,500 shares of common stock at a price of $1.00 per share, and options topurchase 200,000 shares of common stock at $1.81 per share.(3)Includes 469,500 shares held in his name and options to purchase 277,500 shares of common stock at a price of $1.00 per share.(4)Linwood C. Meehan III has voting and dispositive control over the shares held by Cypress Trust, which is located at 13750 W. Colonial Dr., Ste.250-317, Winter Garden, Florida 34787.(5)As reported on the Schedule 13D filed by the reporting person. 22Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence Except as follows, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns,directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family(including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction sincethe beginning of our last fiscal year on January 1, 2012 or in any presently proposed transaction which, in either case, has or will materially affect us. Please refer to the section titled Executive Compensation. Our Chief Executive Officer and Director, Shad Stastney, is a partner of Vicis Capital, LLC, which is the investment manager of Vicis Capital Master Fund,our financial partner for some years. Mr. Stastney also owns a minority position in Vicis Capital Master Fund. Item 14. Principal Accounting Fees and Services Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for theyears ended: Financial Statements for theYear Ended December 31Audit ServicesAudit Related FeesTax FeesOther Fees2011$24,850$0$2,400$02012$26,800$0$2,800$0 23Table of Contents PART IV Item 15. Exhibits, Financial Statements Schedules (a) Financial Statements and SchedulesThe following financial statements and schedules listed below are included in this Form 10-K.Financial Statements (See Item 8) (b) Exhibits ExhibitNumberDescription3.1Articles of Incorporation of OptimizeRx Corporation (the “Company”)13.2Amended and Restated Bylaws of the Company13.3Certificate of Designation, filed on September 5, 2008, with the Secretary of State of the State of Nevada by theCompany110.1Termination Agreement and Release, dated September 16, 2011210.2Securities Purchase Agreement, dated September 16, 2011210.3Amended and Restated Guarantee Agreement, dated September 16, 2011210.4Second Amended and Restated Registration Rights Agreement, dated September 16, 2011210.5Third Amended and Restated Security Agreement, dated September 16, 2011210.6Third Amended and Restated Guarantor Security Agreement, dated September 16, 2011210.7Employment Agreement, dated January 14, 2013310.8Securities Redemption Option Agreement, dated January 10, 2013410.9Employment Agreement, dated January 14, 2013510.10Patent Assignment, dated February 6, 201310.11Assignment, dated February 6, 201321.1List of Subsidiaries131.1Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 200232.2Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002 1 Incorporated by reference to the Form S-1, filed by the Company with the Securities and Exchange Commission on November 12, 2008.2 Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on September 21, 2011.3 Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 18, 2013.4 Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 11, 2013.5 Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 18, 2013. 24Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. OptimizeRx Corporation By:/s/ Shad Stastney Shad StastneyChief Executive Officer and Principal Executive Officer March 12, 2013 OptimizeRx Corporation By:/s/ David Lester David LesterChief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director March 12, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantand in the capacities and on the dates indicated. By:/s/ David Harrell David HarrellTitle:DirectorDate:March 12, 2013 By:/s/ David Lester David Lester Title:DirectorDate:March 12, 2013 25 OPTIMIZERx CORPORATION, aNevada Corporation /s/ Shad StastneyBy: Shad StastneyTitle: CEO-OptimizeRx CorporationDate: 2/6/2013PATENT ASSIGNMENT WHEREAS, OptimizeRx Corporation, a Nevada Corporation, with a place of business at 407 Sixth Street, Rochester, Michigan, (hereinafter"ASSIGNOR") is the owner of U.S. Provisional Application No. 611277,161 , for "Method of Distributing and Tracking Prescription Drug Samples andSaving Coupons for Prescriptions Via the Internet";WHEREAS, ASSIGNOR desires to assign all right, title and interest in and to U.S. Patent Provisional Application No. 61 /277,161 to OptimizeRxCorporation, a Michigan Corporation, with a place of business at 407 Sixth Street, Rochester, Michigan (hereinafter "ASSIGNEE"); andWHEREAS, ASSIGNEE is desirous of acquiring the entire right, title and interest in and to U.S. Provisional Application No. 61/277,161 ;NOW, THEREFORE, in consideration of the sum of One Dollar ($1 .00) and other good and valuable consideration, the receipt and adequacy of allof which are hereby acknowledged, ASSIGNOR agrees to assign, and hereby does assign, effective February 6, 2013, all right, title, and interest in and to U.S.Provisional Application No. 61/277,161 , together with any utility applications that claim priority, continuations, continuations in part, divisionals, reissues,reexaminations, and extensions thereof, including the right to claim priority under the laws of the United States, the Paris Convention, and any foreigncountries, and further, including the right to sue for and to recover for past infringements thereof, unto said ASSIGNEE, its successors and assigns.ASSIGNOR represents that at the time of execution of this Patent Assignment, ASSIGNOR is the owner of all right, title, and interest in and to U.S.Provisional Application No. 61/277,161 , and that ASSIGNOR has not assigned, transferred, licensed or encumbered ASSIGNOR'S rights therein, and thatASSIGNOR will not hereafter assign or attempt to assign any rights therein, or take any other action inconsistent with this Patent Assignment.ASSIGNOR agrees to execute such further documents and take such acts as reasonably required by ASSIGNEE or ASSIGNEE'S successor to secureand enforce ASSIGNEE's rights in U.S. Provisional Application No. 61/277,161 , including but not limited to further assignments. 1 STATE OF NEW YORK:COUNTY OF NEW YORK: On this 6th day of February, 2013, before me, a Notary Public, within and for the County of New York, State of New York, personally appeared ShadStastney, to me known to be the person described in and who acknowledged executing the forgoing instrument as a free act and deed, and who alsorepresented that he is authorized to execute the same.IN TESTIMONY WHEREOF, I have hereunto set my hand and seal the date and year last above written. /s/ Andrew ComitoNotary Public My Commission Expires: Sept 15, 20162 ASSIGNMENT WHEREAS, David A. Harrell, a citizen of the State of Michigan, residing at Shelby Township, Michigan (hereinafter referred to as "ASSIGNOR') isthe owner of U.S. Provisional Application No. 61/273,960 and U.S. Patent Application No. 12/655,558 (now U.S. Patent No. 8,341 ,015); WHEREAS, ASSIGNOR desires to assign all right, title and interest in and to U.S. Provisional Application No. 61/273,960 and U.S. PatentApplication No. 12/655,558 (now U.S. Patent No. 8,341 ,015) to OptimizeRx Corporation, a Michigan Corporation, with a place of business at 407 SixthStreet, Rochester, Michigan, (hereinafter "ASSIGNEE' ); and WHEREAS, ASSIGNEE, is desirous of acquiring the entire right, title and interest in and to U.S. Provisional Application No. 61/273,960 and US.Patent Application No. 12/655,558 (now U.S. Patent No. 8,341 ,015); NOW, THEREFOR, in consideration of the sum of One Dollar ($1 .00) and other good and valuable consideration, the receipt and adequacy ofwhich ASSIGNOR hereby acknowledges, ASSIGNOR hereby confirms any prior assignment to ASSIGNEE, and to the extent that ASSIGNOR has not alreadydone so, agrees to assign, and hereby do, sell, assign and transfer unto ASSIGNEE and its successors in interest, the full and exclusive right, title and interestin the United States of America and throughout the world, including the right to claim priority under the laws of the United States, the Paris Convention, andany foreign countries, to the inventions as described in the above-identified applications, to the above-identified applications themselves, and all divisions,continuations, continuations-in-part, or other applications claiming priority directly or indirectly from the above-identified applications, and any UnitedStates or foreign Letters Patent, utility model, or other similar rights which may be granted thereon , including reissues, reexaminations and extensionsthereof, and all copyright rights throughout the world in the aforesaid applications and the subject matter disclosed therein , these rights, title and interest tobe held and enjoyed by ASSIGNEE to the full end of the term for which the Letters Patent, utility model, or other similar rights, are granted and anyextensions thereof as fully and entirely as the same would have been held by ASSIGNOR had this assignment and sale not been made, and the right to sue for,and recover for past infringements of, or liabilities for, any of the rights relating to any of the applications, patents, utility models, or other similar rights,resulting therefrom , and the copyright rights. 1 ASSIGNOR hereby covenants and agrees to execute all instruments or documents required or requested for the making and prosecution of anyapplications of any type for patent, utility model, or other similar rights, and for copyright, in the United States and in all foreign countries including, but notlimited to, any provisional, continuation , continuation-in-part, divisional, renewal or substitute thereof, any derivation proceedings relating thereto, and asto Letters Patent any supplemental examination, derivation proceeding, opposition, post grant review, reissue, re-examination , inter partes review, orextension thereof, and for litigation regarding , or for the purpose of protecting title and to the said invention, the United States application for patent, orLetters Patent therefor, and to testify in support thereof, for the benefit of ASSIGNEE without further or other compensation than that above set forth. ASSIGNOR hereby authorizes and requests the Commissions of Patents and Trademarks of the United States and any official of any country foreignto the United States whose duty it is to issue patents, to issue Letters Patent, Utility Model Registration or other similar right, including any reissues andextensions thereof to said ASSIGNEE in accordance with this Assignment. ASSIGNOR hereby represents and warrants that ASSIGNOR has the full right to convey the entire interest of said applications herein assigned andhas not granted any rights inconsistent with the rights granted herein. /s/ David HarrellBy: David HarrellTitle: Vice ChairmanDate: 2/6/13 STATE OF MICHIGAN:COUNTY OF ______: On this __ day of February, 2013, before me, a Notary Public, within and for the County of ______, State of Michigan, personally appeared DavidHarrell, to me known to be the person described in and who acknowledged executing the forgoing instrument as a free act and deed, and who also representedthat he is authorized to execute the same. IN TESTIMONY WHEREOF, I have hereunto set my hand and seal the date and year last above written. ____________________Notary Public My Commission Expires: _________2 CERTIFICATIONS I, Shad Stastney, certify that; 1.I have reviewed this annual report on Form 10-K for the year ended December 31, 2012 of OPTIMIZERx Corp (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 thestatements 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 thefinancial 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 inExchange 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-15(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, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness 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 recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’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 reasonablylikely 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 controlover financial reporting. Date: March 12, 2013 /s/ Shad StastneyBy: Shad StastneyTitle: Chief Executive OfficerCERTIFICATIONS I, David Lester, certify that; 1.I have reviewed this annual report on Form 10-K for the year ended December 31, 2012 of OPTIMIZERx Corp (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 thestatements 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 thefinancial 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 inExchange 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-15(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, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness 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 recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’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 reasonablylikely 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 controlover financial reporting. Date: March 12, 2013 /s/ David LesterBy: David Lester Title: Chief Financial OfficerBy:/s/ Shad StastneyName:Shad StastneyTitle:Principal Executive OfficerDate:March 12, 2013By:/s/ David LesterName:David LesterTitle:Principal Financial Officer and DirectorDate:March 12, 2013CERTIFICATION OF CHIEF EXECUTIVE OFFICER ANDCHIEF FINANCIAL OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual Report of OPTIMIZERx Corp (the “Company”) on Form 10-K for the year ended December 31, 2012 filed with the Securitiesand Exchange Commission (the “Report”), I, Shad Stastney, Chief Executive Officer of the Company, and I, David Lester, Chief Financial Officer, certify,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 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 datespresented and the consolidated result of operations of the Company for the periods presented. This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 

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