-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GtYQF0klvo8l0kvxxffuPMfW/Mmxm6PT1Me0yAI0ShmDfGAXHLLuFNUUhERpD1Bv sW3ssRntk7JjXsfOKWEXEg== 0001255294-10-000806.txt : 20100915 0001255294-10-000806.hdr.sgml : 20100915 20100915172605 ACCESSION NUMBER: 0001255294-10-000806 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100915 DATE AS OF CHANGE: 20100915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harrell David CENTRAL INDEX KEY: 0001466061 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 407 SIXTH STREET CITY: ROCHESTER STATE: MI ZIP: 48307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OptimizeRx Corp CENTRAL INDEX KEY: 0001448431 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 261265381 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85653 FILM NUMBER: 101074534 BUSINESS ADDRESS: STREET 1: 407 SIXTH STREET CITY: ROCHESTER STATE: MI ZIP: 48307 BUSINESS PHONE: 248-651-6558 MAIL ADDRESS: STREET 1: 407 SIXTH STREET CITY: ROCHESTER STATE: MI ZIP: 48307 SC 13D 1 mainbody.htm MAINBODY mainbody.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

OPTIMIZERx Corp
(Name of Issuer)

COMMON STOCK, $0.001 PER SHARE PAR VALUE
(Title of Class of Securities)

68401U 105
 (CUSIP Number)

David Harrell
OPTIMIZERx Corp
407 Sixth Street, Rochester, MI 48307
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

__________________
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ]

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

1.
Names of Reporting Persons:
David Harrell
 
I.R.S. Identification Nos. of above persons (entities only):
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  [ ]
 
(b)  [ ]
   
3.
SEC Use Only:
   
4.
Source of Funds (See Instruction):
PF
   
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [         ]
   
   
6.
Citizenship or Place of Organization:
Nevada
   
Number of Shares Beneficially by Owned by Each Reporting Person With:
   
7.
Sole Voting Power:
3,536,250 SHARES
     
8.
Shared Voting Power:
N/A
     
9.
Sole Dispositive Power:
3,536,250 SHARES
     
10.
Shared Dispositive Power:
N/A
     
     
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 3,536,250 SHARES
     
     
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  [ ]
     
     
13.
Percent of Class Represented by Amount in Row (11):  26%
     
     
14.
Type of Reporting Person (See Instructions):  IN
   
 
 
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ITEM 1.                      SECURITY AND ISSUER.

This Statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Shares”), of OPTIMIZERx Corp, a Nevada Corporation (the "Issuer"), and is being filed by David Harrell (the “Reporting Person”).  The Issuer's current principal executive offices are located at 407 Sixth Street, Rochester, MI 48307.

ITEM 2.                      IDENTITY AND BACKGROUND

(a) through (c) and (f). This Statement is being filed by David Harrell (the “Reporting Person”).  The business address of the Reporting Person is 407 Sixth Street, Rochester, MI 48307.  David Harrell is currently the Chairman of the Board of OPTIMIZERx Corp.
 
 
(d) and (e). During the previous five (5) years, the Reporting Person (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been party to a civil proceeding of any of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.                      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Shares to which this statement relates were purchased by David Harrell with his personal funds.

ITEM 4.                      PURPOSE OF TRANSACTION

The purpose of this Schedule 13D is to report the Beneficial Ownership by the Reporting Person of 3,536,250 shares or 26% of the Issuer’s issued and outstanding common stock as of September 13, 2010.

Except as provided below, the Reporting Person does not have any current plans or proposals which would relate to or would result in:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
 
 
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(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any action similar to any of those enumerated above.

ITEM 5.                      INTEREST IN SECURITIES OF THE ISSUER.

(a)
The Reporting Person is currently the beneficial owner of 3,536,250 shares of Common Stock of the Issuer, representing approximately 26% of the Issuer's common stock (based upon 13,608,754 outstanding shares of common stock as of September 13, 2010.)

(b)
The Reporting Person has sole voting and dispositive power over the Shares identified in response to Item 5(a) above.

(c)
See response by Reporting Person to Item 4, above.

(d)
Not applicable.

(e)
Not applicable.

ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Other than as described in this Schedule 13D, the Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.

ITEM 7.                      MATERIAL TO BE FILED AS EXHIBITS.

None.
 
 
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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: September 13, 2010



By: /s/ David Harrell
David Harrell
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