COMMON STOCK	3 Months Ended
Sep. 30, 2011
Notes to Financial Statements
COMMON STOCK	OptimizeRx Corporation has 500,000,000 shares of $.001 par value common stock authorized as of September 30, 2011. There were 14,192,496 and 13,606,676 common shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively. On March 11, 2010, the Company issued 12,000 shares of common stock for services valued at $27,960. On April 20, 2010, the Company issued 66,000 shares to board members for services valued at $130,680. Additionally on May 27, 2010, the Company issued 25,000 for services valued at $42,500. On September 27, 2010, the Company issued 100,000 shares of common stock for services valued at $100,000. On October 14, 2010, the Company issued 24,000 shares to a board member or advisory services valued at $30,000. During the year ended December 31, 2010, the Company issued 410,520 shares of common stock to satisfy $700,000 of preferred dividends. On February 19, 2010, 75,400 stock warrants were exercised for 43,039 shares of common stock in a cashless exchange. On May 19, 2010, 25,000 stock warrants were exercised for 25,000 shares of common stock for total proceeds of $8,750. On April 26, 2010, the Company acquired from an officer and shareholder the technical contributions and assignment of all exclusive rights 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 in addition 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 the related party. On June 30, 2011, we entered into a settlement agreement with Midtown Partners. Under the settlement agreement, we will pay Midtown Partners $57,500 and grant 100,000 shares of our common stock. The cost of the settlement has been recorded as equity issuance costs. As a result of the settlement, the litigation in the Eastern District of Michigan will be dismissed. During the nine months ended September 30, 2011, the Company issued 475,820 shares of common stock to satisfy $500,000 of preferred dividends.

COMMON STOCK

3 Months Ended

Sep. 30, 2011

OptimizeRx Corporation has 500,000,000 shares of $.001 par value common stock authorized as of September 30, 2011. There were 14,192,496 and 13,606,676 common shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively.

On March 11, 2010, the Company issued 12,000 shares of common stock for services valued at $27,960.

On April 20, 2010, the Company issued 66,000 shares to board members for services valued at $130,680.

Additionally on May 27, 2010, the Company issued 25,000 for services valued at $42,500.

On September 27, 2010, the Company issued 100,000 shares of common stock for services valued at $100,000.

On October 14, 2010, the Company issued 24,000 shares to a board member or advisory services valued at $30,000.

During the year ended December 31, 2010, the Company issued 410,520 shares of common stock to satisfy $700,000 of preferred dividends.

On February 19, 2010, 75,400 stock warrants were exercised for 43,039 shares of common stock in a cashless exchange.

On May 19, 2010, 25,000 stock warrants were exercised for 25,000 shares of common stock for total proceeds of $8,750.

On April 26, 2010, the Company acquired from an officer and shareholder the technical contributions and assignment of all exclusive rights 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 in addition 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 the related party.

On June 30, 2011, we entered into a settlement agreement with Midtown Partners. Under the settlement agreement, we will pay Midtown Partners $57,500 and grant 100,000 shares of our common stock. The cost of the settlement has been recorded as equity issuance costs. As a result of the settlement, the litigation in the Eastern District of Michigan will be dismissed.

During the nine months ended September 30, 2011, the Company issued 475,820 shares of common stock to satisfy $500,000 of preferred dividends.