optionable_10k-123112.htm

10-K 1 optionable_10k-123112.htm FORM 10-K optionable_10k-123112.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

o	TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 000-51837

OPTIONABLE, INC.

(Exact name of registrant as Specified in its charter)

Delaware	52-2219407
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

55 St. Marks Place, Suite 4, New York, NY 10003

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number Including Area Code: (914) 773-1100

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock: $0.0001

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o 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 Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 requirements for the past 90 days. Yes x No o

Indicate by checkmark whether the registrant submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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 or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	o	Accelerated filer	o
	Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 29, 2012, the registrant’s most recently completed second fiscal quarter, was approximately $0.9 million.

The number of shares of registrant’s common stock outstanding, as of April 3, 2013 was 48,333,128.

DOCUMENTS INCORPORATED BY REFERENCE

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	4
Item 1B	Unresolved Staff Comments	7
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	10

PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures about Market Risks	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedures	15
Item 9B.	Other Information	16

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13.	Certain Relationship and Related Transactions, and Director Independence	24
Item 14.	Principal Accountant Fees and Services	25
Item 15.	Exhibits, Financial Statement Schedules	25

SIGNATURES		31

Forward-Looking Statements

This Annual Report on Form 10-K (the “Report”), including ”Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of Accelerated Acquisitions IV, Inc. and its consolidated subsidiaries (the “Company”) that are based on management’s current expectations, estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in the “Risk Factors” section in Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

PART I

ITEM 1.

BUSINESS.

Overview

Optionable, Inc. (the “Company”) is a corporation that was formed in Delaware in February 2000. Between April 2001 and July 2007, a substantial portion of our revenues were generated from providing energy derivative brokerage services to brokerage firms, financial institutions, energy traders and hedge funds worldwide.

The Company has not generated any revenues since the third quarter of 2007 as a result of the termination of the business relationship with its largest customer in 2007 together with the combined succession of events since then. The litigation matters listed below and discussed in Item 3 of Part I of this Report, "Legal Proceedings," have had a significantly adverse impact on its business, including current and, likely, future results of operations and financial condition.

The Company’s management is exploring and seeking possible business transactions and new business relationships in areas unrelated to brokerage services. In addition, the Company’s management is exploring and seeking possible sources of additional capital to fund the Company’s litigation activities and other ongoing expenses. There can be no assurance that the Company will be successful in securing new sources of capital or business transactions or relationships in areas unrelated to brokerage services.

The Company is a defendant to two significant legal proceedings, one brought by its largest stockholder, Chicago Mercantile Exchange/ New York Mercantile Exchange (“NYMEX”), and another brought by its former largest customer, Bank of Montreal (“BMO”). Also named in such lawsuits, among others, are one of the Company’s current board members and former president; the Company’s former chief executive officer; and the Company’s former board chairman. Additionally, one of the Company’s current board members and former president along with the Company’s former chief executive officer, are defendants in a claim made by the Securities and Exchange Commission.

On August 15, 2011, a former chief executive officer of the Company plead guilty to conspiracy in violation of Title 18, United States Code, Section 371 before the United States District Court for the Southern District of New York.

On November 7, 2011, one of the Company’s current board members and former president and the Company consented to the entry of a Consent Order of Permanent Injunction, Civil Monetary Penalty and Ancillary Equitable Relief, which was entered by the United States District Court for the Southern District of New York in the matter Commodity Futures Trading Commission v. Kevin Cassidy, Edward O'Connor, Optionable, Inc., David Lee and Robert Moore (08-CIV-9962 (GBD)(JLC)).

Going Concern

Based on its cash and cash equivalents as of the date of this Annual Report on Form 10-K, the Company is unlikely to have sufficient funds to meet its obligations for the next twelve months if the Company is not able to secure new sources of capital or complete a strategic transaction. Even if the Company raises additional capital or completes a strategic transaction, the combination of the anticipated legal costs to defend against current legal proceedings, the potential amounts the Company would have to pay if there are negative outcomes in one or more of such legal proceedings, the Company’s obligations under its indemnification obligations and additional legal and other ongoing expenses incurred by the Company could exceed the Company’s resources before the end of 2013. The legal proceedings also negatively impact the Company’s ability to raise additional capital or enter into strategic transactions with other companies. The Company’s future depends on its ability to satisfactorily resolve the aforementioned issues and there is no assurance it will be able to do so. If the Company fails for any reason, it would not be able to continue as a going concern and could potentially be forced to seek relief through a bankruptcy or other dissolution proceeding. The Company's financial statements do not include any adjustments that might result from the outcome of this uncertainty.

HOW WE OPERATE

We have not had revenue-generating operations since the third quarter of 2007. Our management is responsible for seeking alternatives which would allow us to continue to operate by maximizing our resources, consisting primarily of our cash, while satisfying our financial obligations. To this end, our strategy is to vigorously defend our interests in the various pending legal actions while at the same time pursuing opportunities to secure additional capital to fund our activities and/or various potential merger or investment opportunities which would allow us to resume operating status.

CLIENT CONCENTRATION

Not applicable.

COMPETITION

Not applicable.

EMPLOYEES

We currently have one full-time employee, the Company’s controller, and two other employees---the Chief Executive Officer and the Chief Financial Officer. For 2009 through May 2010, the Company’s sole employee and full-time employee was the previous Chief Executive Officer.

RESEARCH AND DEVELOPMENT

Not applicable.

ITEM 1A. RISK FACTORS

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this report. Each of the following risks may materially and adversely affect our ability to enter into business transactions and relationships, results of operations and financial condition. These risks may cause the market price of our common stock to decline, which may cause you to lose all or a part of the money you paid to buy our common stock.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

The Company may not be able to continue to operate as a going concern.

Unless we find and enter into new business or capital raising transactions, we have no revenues and no potential sources of future revenues or capital resources.

The Company has not had operations or revenue sources since the termination of the development of its OPEX technology in 2008. Our attempts to restore business and generate revenues have been hindered by litigation brought against the Company. Our initial discussions with potential business partners have not progressed beyond an indication of interest in our cash due to pending litigation against the Company and pending litigation against some of the company’s former officers and directors and a current director. There can be no assurance that we can expeditiously resolve all pending litigations against the Company and after the resolution of the pending litigation that we will be able to generate interest that would materialize into an agreement upon terms that are satisfactory to our board of directors. We are also in discussions with a potential source of new funds for the Company, but there can be no assurance that we will be able to secure additional funding in a timely manner.

Although the Company has had no revenues, we continue to incur expenses.

We have not generated revenues since the third quarter 2007. However, we continue to incur expenses, including salaries, auditing and legal expenses necessary to maintain our reporting status and legal fees in connection with our ongoing legal proceedings. In 2012, we incurred expenses of $668,630 in legal fees, advances paid to certain former officers and a current director for their respective legal defenses and expenses associated with intellectual property.

Legal proceedings are pending against the Company and certain of our former directors and officers and a current director. The Company is unable to predict the outcome of these proceedings and can give no assurance that the outcome of these proceedings will not have a material adverse effect on it, or that other proceedings will not be initiated.

CMEG NYMEX Inc. v. Optionable, Inc. et. al., Civ. No. 09-03677 (S.D.N.Y.)

CMEG NYMEX (“NYMEX”) filed the operative complaint in this litigation on April 10, 2009. The complaint alleges, among other things, that Optionable, certain of its former officers and directors, one current director, and other defendants defrauded NYMEX in connection with NYMEX’s purchase of $28.9 million of shares of Optionable common stock pursuant to a Stock and Warrant Purchase Agreement (“SWPA”). NYMEX seeks damages in excess of $28.5 million based on the following causes of action against the Company: violations of Section 10(b) of the Securities Exchange Act; breach of contract and warranty; aiding and abetting common law fraud; and negligent misrepresentation. The Company has denied the allegations in the Complaint. On September 6, 2011, the Company filed counterclaims against NYMEX alleging, among other things, that NYMEX breached its obligations under the SWPA. The counterclaims seek unspecified damages based on the following causes of action: breach of contract; breach of the covenant of good faith and fair dealing; and refusal to pay amounts due and owed of over $740,000. NYMEX filed a motion for partial summary judgment in support of its claims, and the Company also filed a motion for summary judgment in support of its claims.

On August 24, 2012, the United States District Court for the Southern District of New York (the “Court”) issued a Memorandum Decision and Order (the “NYMEX Order”) concerning motions for summary judgment regarding certain of the parties’ claims and counterclaims. In the NYMEX Order, the Court: (i) denied NYMEX’s motion for summary judgment on its breach of warranty claim; (ii) denied NYMEX’s motion to dismiss the Company’s counterclaim for breach of the SWPA; (iii) granted NYMEX’s motion to dismiss the Company’s counterclaims for breach of the covenant of good faith and fair dealing, and refusal to pay amounts due and owed; and (iv) granted NYMEX’s motion to dismiss defendant Mark Nordlicht’s breach of contract counterclaim. The Company is unable to predict the outcome of this litigation.

Bank of Montreal v. Optionable, Inc., et al., Civ. No. 09-07557 (S.D.N.Y.)

Bank of Montreal (“BMO”) filed the operative complaint in this litigation on August 28, 2009. The complaint alleges, among other things, that the Company, certain of its former officers and directors, one current director and other defendants conspired to defraud BMO in connection with large monetary losses experienced by BMO as a result of natural gas option trades made by one of its former employees. BMO seeks unspecified damages based on the following causes of action: fraud; negligent misrepresentation; aiding and abetting fraud; aiding and abetting breach of fiduciary duty; and breach of contract. The Company has denied the allegations in the Complaint. On September 6, 2011, the Company filed counterclaims against BMO alleging, among other things, that BMO launched an unlawful campaign to blame the Company for the losses BMO incurred due to its own fault.

On August 24, 2012, the Court issued a Memorandum Decision and Order granting BMO’s motion to dismiss all of the Company’s counterclaims. The Company is unable to predict the outcome of this litigation.

Claims from former employee

On December 9, 2009, Scott Connor, a co-defendant in the BMO Matter, filed cross-claims against the Company. Mr. Connor claimed rights to indemnity and contribution from the Company for any liability he may have to Bank of Montreal. The Company is unable to predict the outcome of this litigation.

SEC Matter

On November 18, 2008, the Securities and Exchange Commission filed a complaint against the Company’s former Chief Executive Officer, Kevin Cassidy, its former President (and current Director), Edward O’Connor, and its former employee Scott Connor in the United States District Court for the Southern District of New York. The complaint claims that Cassidy and Mr. O’Connor are liable for violations of Rules 10b-5, 12b-20, 13a-1, 13a-14, 13a-16, 13b2-1, and 13b2-2 and Section 10(b), Section 13(a), Section 13(b)(2) and Section 13(b)(5) of the Exchange Act and Section 17(a) of the Securities Act. The complaint demands, among other things, that Mr. Cassidy and Mr. O’Connor disgorge their alleged ill-gotten gains, be permanently enjoined from certain activities, pay civil penalties, be prohibited from being an officer or director of any issuer that has registered securities or an issuer that is required to file reports pursuant to Section 15(d) of the Exchange Act.

On September 11, 2012, the SEC filed a First Amended Complaint in the action which added the Company as a defendant. On December 4, 2012, without admitting or denying any of the allegations in the Amended Complaint, and without the payment of any amount, in full and final settlement of the action, the Company consented to entry of judgment enjoining the Company from violating, directly or indirectly, Sections 10(b), 13(a), 13(b)(2) or 13(b)(5) of the Securities Exchange Act or any of the rules promulgated thereunder.

While the Company intends to defend itself vigorously against the remaining claims from NYMEX and BMO, there exists the possibility of adverse outcomes that the Company cannot determine. These matters are subject to inherent uncertainties and management’s view of these matters may change in the future.

Our ability to operate in the future and our success in the future will depend upon our ability to attract and retain qualified officers and other personnel.

The Board of Directors hired Brad P. O’Sullivan as Chief Executive Officer and Matthew L. Katzeff as Chief Financial Officer in 2010. Both Mr. O’Sullivan and Mr. Katzeff have an investment banking background.

The success of the Company in finding and engaging in new business opportunities may require hiring additional personnel. However, competition for highly qualified personnel is intense and may require financial resources that the Company does not have. We can make no assurances that we can retain or attract qualified personnel in the future. Our ability to retain and attract qualified personnel could have a material adverse effect on our financial condition and our ability to enter into business transactions.

Some stockholders, if they are able to form a majority, may be able to take stockholder actions without giving other stockholders prior notice and without giving such other stockholders a chance to vote on the matter at a stockholder meeting. You may, therefore, be unable to take preemptive measures that you believe are necessary to protect your investment in the Company.

Section 228 of the Delaware General Corporation Law and our Certificate of Incorporation permits our stockholders to take any action which is otherwise required to be taken, or is permitted to be taken, at an annual or special meeting of the stockholders, without prior notice and without a vote of all the stockholders. Instead of a vote, stockholder actions can be authorized by the written consents to such actions, signed by the holders of the number of shares which would have been required to be voted in favor of such action at a duly called stockholders meeting. We would not be required to give prior notice to all stockholders of actions taken pursuant to the written consents of the stockholders who collectively form a majority.

If we fail to remain current in our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the Over-The-Counter Bulletin Board, such as we are, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTC Bulletin Board, which may have an adverse material effect on our Company.

The Company may be unable to recoup advances made to former officers and directors.

In 2012, we paid approximately $222,033 in legal fees, net of insurance proceeds, to attorneys representing our current and former officers and directors in connection with their defense of lawsuits filed against them relating to their activities at our Company. The Company cannot estimate its total legal fees for future periods. In some but not all instances, the individual has a contractual right to receive such advancements, subject to an undertaking from such individual to repay all such amount to us if he is not entitled to be indemnified under the provisions of our Bylaws, the Delaware General Corporation Law or otherwise. None of the amounts advanced have been collateralized. If, upon the final disposition of these lawsuits, it is determined that one or more of these individuals is required to repay to us any portion of the advancements made to him, he may also be liable for monetary damages, fines and penalties to various third parties. As a result, we may be unable to actually recoup monies advanced even if we are legally entitled to reimbursement. Such amounts could constitute a material portion of our assets.

Future indemnification or advancement obligations could have a material adverse effect on our financial position.

As a result of their involvement in the ongoing legal matters described elsewhere in this Annual Report on Form 10-K, the Company may have indemnification or advancement obligations to certain of its former directors and officers and to a current board member and former president. These indemnification obligations may include, but are not limited to, amounts that would be payable to former directors or officers if they are ultimately successful in the legal matters or are otherwise found eligible for indemnification. The amounts, if any, and timing of such indemnification obligations with respect to such individuals are indeterminable, and, therefore, are not reflected in our financial statements. However, these amounts could be substantial. In addition, our financial statements do not reflect approximately $202,000 of disputed legal fees that are claimed pursuant to an indemnification agreement by the law firm defending a former officer of the Company in various legal actions. The ultimate amount for which the Company will be liable for these disputed amounts is not currently determinable. If we are ultimately required to make any payments in connection with the foregoing indemnification or advancement obligations, it could have a material adverse effect on our financial position.

The Directors and Officers Liability insurance policy under which we have been reimbursed in connection with lawsuits currently pending against the Company, a current director and certain of our former officers or directors has been exhausted.

We paid $506,381 from our cash reserves in 2012 for legal fees because the insurance policy covering the currently pending litigations against the Company, its former officers and directors was exhausted in early 2010. The Company purchased additional Directors and Officers Liability insurance in 2012, but this new insurance policy does not cover the currently pending litigation or any litigation arising out of alleged actions or causes of actions dating before 2010. The Company anticipates that it will pay, without insurance reimbursement, substantial legal fees in 2013 and until the currently pending legal matters are resolved. The Company will have to pay, without insurance reimbursement, legal fees if any new litigation against it arises with respect to any alleged cause of action dating before 2010.

Our common stock is subject to the “penny stock” rules of the SEC, and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

A “penny stock,” for the purposes relevant to us, is any equity security that has a market price of less than $5.00 per share of with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires, among other things:

	o	that a broker or dealer approve a person's account for transactions in penny stocks; and
	o	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

	o	obtain financial information and investment experience objectives of the person; and
	o	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form:

	o	sets forth the basis on which the broker or dealer made the suitability determination; and
	o	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

Our headquarters are located in New York, New York. The office consists of approximately 200 square feet. Our headquarters are leased on a yearly basis with the option to renew for additional yearly periods.

We believe our space is adequate for our current and foreseeable future needs.

ITEM 3. LEGAL PROCEEDINGS.

CMEG NYMEX Inc. v. Optionable, Inc. et. al., Civ. No. 09-03677 (S.D.N.Y.)

NYMEX filed the operative complaint in this litigation on April 10, 2009. The complaint alleges, among other things, that Optionable, certain of its former officers and directors, one current director, and other defendants defrauded NYMEX in connection with NYMEX’s purchase of $28.9 million of shares of Optionable common stock pursuant to a Stock and Warrant Purchase Agreement (“SWPA”). NYMEX seeks damages in excess of $28.5 million based on the following causes of action against the Company: violations of Section 10(b) of the Securities Exchange Act; breach of contract and warranty; aiding and abetting common law fraud; and negligent misrepresentation. The Company has denied the allegations in the Complaint. On September 6, 2011, the Company filed counterclaims against NYMEX alleging, among other things, that NYMEX breached its obligations under the SWPA. The counterclaims seek unspecified damages based on the following causes of action: breach of contract; breach of the covenant of good faith and fair dealing; and refusal to pay amounts due and owed of over $740,000. NYMEX filed a motion for partial summary judgment in support of its claims, and the Company also filed a motion for summary judgment in support of its claims.

Bank of Montreal v. Optionable, Inc. et al., Civ. No. 09-07557 (S.D.N.Y.)

BMO filed the operative complaint in this litigation on August 28, 2009. The complaint alleges, among other things, that the Company, certain of its former officers and directors, one current director and other defendants conspired to defraud BMO in connection with large monetary losses experienced by BMO as a result of natural gas option trades made by one of its former employees. BMO seeks unspecified damages based on the following causes of action: fraud; negligent misrepresentation; aiding and abetting fraud; aiding and abetting breach of fiduciary duty; and breach of contract. The Company has denied the allegations in the Complaint. On September 6, 2011, the Company filed counterclaims against BMO alleging, among other things, that BMO launched an unlawful campaign to blame the Company for the losses BMO incurred due to its own fault.

Claims from former employee

SEC Matter

The actual costs that will be incurred in connection with these actions cannot be quantified at this time and will depend upon many unknown factors. For 2012, the Company incurred approximately $668,630, net of insurance proceeds, in legal costs for these actions and other legal actions against Mr. Cassidy and Mr. O’Connor. The Company’s management anticipates that its costs for these actions in 2013 could be comparable to 2012 or higher.

Other Matters

Since May 2007, the Company has received requests for documents and information from the CFTC, the SEC and the DOJ and the New York County’s District Attorney's Office. Since that time, the Company has complied with such requests and has not received any new requests on such matters since 2007.

ITEM 4. Mine Safety Disclosures

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the OTC Markets QB. Our shares are listed under the symbol "OPBL."

The following table sets forth, for the fiscal quarters indicated, the high and low closing prices per share of our common stock as reported on the OTC QB. The quotations reflect inter dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

	Fiscal 2012				Fiscal 2011
Quarter Ended	High		Low		High		Low
March 31	$	0.03	$	0.02	$	0.02	$	0.02
June 30	$	0.03	$	0.02	$	0.04	$	0.03
September 30	$	0.02	$	0.01	$	0.02	$	0.01
December 31	$	0.02	$	0.01	$	0.03	$	0.03

At April 2, 2013, the closing price for our common stock was $0.019.

At April 3, 2013, there were 48,333,128 shares of our common stock outstanding. There were approximately 22 stockholders of record at April 3, 2013.

The transfer agent of our common stock is Continental Stock Transfer & Trust Company, whose address is 17 Battery Place, New York, NY 10004. The phone number of the transfer agent is (212) 509-4000.

DIVIDENDS

We have not declared any dividends to date. We have no present intention of paying any cash dividends on our common stock in the foreseeable future. The payment by us of dividends, if any, in the future, rests within the discretion of our Board of Directors and will depend, among other things, upon our financial condition, as well as other relevant factors. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. However, we have no current earnings and profits and do not expect to generate earnings and profits in the near future. Our ability to pay dividends may therefore be limited under applicable state corporate law, including the Delaware General Corporation Law.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION

The following table shows information with respect to each equity compensation plan under which our common stock is authorized for issuance at December 31, 2012:


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		2,883,000	$	0.15		4,617,000

Equity compensation plans not approved by security holders		-0-		N/A		-0-

Total		2,883,000	$	0.15		4,617,000

2004 STOCK OPTION PLAN

We adopted our 2004 Stock Option Plan in November 2004, and amended it in March 2011. The plan provides for the grant of options intended to qualify as "incentive stock options" and options that are not intended to so qualify, or "nonstatutory stock options." The total number of shares of common stock reserved for issuance under the plan is 7,500,000, subject to adjustment in the event of a stock split, stock dividend, recapitalization or similar capital change.

The plan is presently administered by our board of directors, which selects the eligible persons to whom options shall be granted, determines the number of common shares subject to each option, the exercise price therefor and the periods during which options are exercisable, interprets the provisions of the plan and, subject to certain limitations, may amend the plan. Each option granted under the plan is evidenced by a written agreement between us and the optionee.

Options may be granted to our employees (including officers) and directors and certain of our consultants and advisors.

The exercise price for incentive stock options granted under the plan may not be less than the fair market value of the common stock on the date the option is granted, except for options granted to 10% stockholders which must have an exercise price of not less than 110% of the fair market value of the common stock on the date the option is granted. The exercise price for nonstatutory stock options is determined by the board of directors. Incentive stock options granted under the plan have a maximum term of ten years, except for 10% stockholders who are subject to a maximum term of five years. The term of nonstatutory stock options is determined by the board of directors. With respect to the current directors and officers of the Company, their nonstatutory stock options do not expire until the second year anniversary of their resignation from the Company for Good Reason or termination without Cause ( as these terms are defined in the Plan), or upon the occurrence of certain other events. Options granted under the plan are not transferable, except by will and the laws of descent and distribution.

RECENT SALES OF UNREGISTERED SECURITIES

The Company executed on June 29, 2010 a stock option agreement with its new CEO, Brad P. O’Sullivan. Mr. O’Sullivan was given options of 500,000 shares, with 50,000 vesting on June 29, 2010 and an exercise price of $0.015 per share (the closing price on the grant date). On March 1, 2011, the Company and Mr. O’Sullivan executed an amendment, which among other things increased the exercise price to $0.02 (the closing price on the day immediately prior to the amendment).

In October 2010, the Company granted Chief Financial Officer Matthew L. Katzeff 450,000 stock options, with 45,000 vesting immediately and an exercise price of $0.018 per share. On March 1, 2011, the Company and Mr. Katzeff executed an amendment, which among other things increased the exercise price to $0.02 (the closing price on the day immediately prior to the amendment).

The Company granted 500,000 options in March 2011, as follows: 100,000 options were granted to each of CEO Brad O'Sullivan, CFO Matthew Katzeff, Director Andrew Samaan, Director and former President Edward O’Connor and Comptroller Michael Templeton. On August 3, 2011, the Company granted 100,000 options to Andrew Samaan, a non-employee Director.

The Company granted 600,000 options in May 2012, as follows: 200,000 options were granted to each of CEO Brad O'Sullivan, and CFO Matthew Katzeff; and 100,000 options were granted to each of, Director Andrew Samaan, Director and former President Edward O’Connor. These were the only options granted during the twelve-month period ended December 31, 2012.

All of the aforementioned securities were issued pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the consolidated financial statements and the related notes that appear in this annual report.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2012 COMPARED TO YEAR ENDED DECEMBER 31, 2011

OPTIONABLE, INC.

Results of Operations

	For the year ended December 31,						Increase/ (Decrease) in $ 2012			Increase/ (Decrease) in % 2012
	2012			2011			vs 2011			vs 2011


Operating expenses:
Selling, general and administrative		1,152,031			2,088,625			(936,594	)		-44.8	%
Total operating expenses		1,152,031			2,088,625			(936,594	)		-44.8	%

Operating loss		(1,152,031	)		(2,088,625	)		936,594			-44.8	%

Other income (expense):
Interest income		2,855			17,602			(14,747	)		-83.8	%
Interest expense-related parties		(49,529	)		(127,076	)		(77,547	)		-61.0	%
		(46,674	)		(109,474	)		(62,800	)		-57.4	%

Net loss before income tax		(1,198,705	)		(2,198,099	)		999,394			-45.5	%

Income tax benefit (expense)		-			(87,819	)		87,819			-100.0	%

Net loss	$	(1,198,705	)	$	(2,285,918	)	$	(1,087,213	)		-47.6	%

General and administrative expenses

General and administrative expenses consist primarily of legal fees, incurred in connection with the Company’s attention to the legal proceedings described in Part 1, Item 3, expenses incurred in connection with the handling of certain matters which occur during the course of our operations and compensation of personnel supporting our operations. Legal fees incurred during the twelve-month periods ending December 31, 2012 and 2011 amounted to $668,630 and $1,432,924, respectively.

The decrease of $936,594 in general and administrative expenses during the twelve-month period ended December 31, 2012, in comparison to the comparable period in 2011, is due to decreases in expenses associated with accounting services, insurance, telecommunications, investor relations and other third party services, as well as the effect of Management’s implementation of a general cost reduction policy, as well as a significant reduction in spending on legal fees due to the settlement of the CFTC and other matters in 2011, the realization of the Company’s end of its obligation to continue to either indemnify or advance payments to certain indemnitees, as well as an overall process implemented by Management to manage overall legal and other expense spending in the most effective and efficient manner possible.

As a result of the matters discussed above, we believe that our legal fees for 2013 will continue to constitute a large share of our general and administrative expenses.

Research and development

We did not incur any research and development expenses in 2011 or 2012.

Interest income

Interest income consists primarily of interest earned on interest-bearing cash and cash equivalents. The decrease in interest income during 2012 when compared to 2011, is primarily due to the reduction of the Company’s cash and cash equivalents held in interest bearing-accounts.

Interest expense to related parties

Interest expense to related parties consists of interest charges associated with amounts due to related parties. As of December 31, 2012, the only remaining related party note payable is due to Edward O’Connor, a Director and former President. The decrease in interest expense to related parties during the twelve-month period ended December 31, 2012 in comparison to the comparable period in 2011 is due to the amortization of the discount and an adjustment to correct interest expense in the second quarter of 2012. See Note 4 to Financial Statements.

Income tax

Income tax benefit/expense consists of federal and state current and deferred income tax or benefit based on our net income. The elimination of our deferred income tax benefit during the twelve-month period ended December 31, 2012 from the comparable prior-year period is primarily due to the fact that the Company’s net operating loss was fully used for carryback purposes in 2011. At December 31, 2010, the Company had recorded a Federal income tax refund receivable of $92,393 based on the carry back of the 2009 net operating loss to earlier profitable years. During 2011, the Internal Revenue Service informed the Company that the carry back to the earlier years is barred by statute, and that the Company will need to carry forward this net operating loss to be applied against taxable income of future years. However, since the Company cannot be assured at this time that there will be a future taxable income available to which this loss may be offset, the Company has reserved the full amount of the tax benefit attributable to this loss carry forward. See Note 2 to Financial Statements.

Going Concern

Based on its cash and equivalents as of the date of this Annual Report on Form 10-K, the Company is unlikely to have sufficient funds to meet its obligations for the next twelve months if the Company is not able to secure new sources of capital or complete a strategic transaction. Even if the Company raises additional capital or completes a strategic transaction, the combination of the anticipated legal costs to defend against current legal proceedings, the potential amounts the Company would have to pay if there are negative outcomes in one or more of such legal proceedings, the Company’s obligations under its indemnification obligations and additional legal and other ongoing expenses incurred by the Company could exceed the Company’s resources before the end of 2013. The legal proceedings also negatively impact the Company’s ability to raise additional capital or enter into strategic transactions with other companies. The Company’s future depends on its ability to satisfactorily resolve the aforementioned issues and there is no assurance it will be able to do so. If the Company fails for any reason, it would not be able to continue as a going concern and could potentially be forced to seek relief through a bankruptcy or other dissolution proceeding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance as of December 31, 2012 amounts to approximately $248,000.

During 2012, we used cash for operating activities of approximately $1.04 million, resulting from the net loss incurred by the Company of approximately $1.2 million, adjusted for:

the amortization of debt discount of approximately $49,529 and share-based compensation expense of approximately $14,774;

a decrease in prepaid expenses of approximately $25,411; and

an increase in accounts payable and accrued expenses of approximately $66,393, partially due to invoices submitted by the law firm defending a former officer of the Company in connection with some of the ongoing legal matters described elsewhere in this Annual Report on Form 10-K for expenses it claims its client is entitled to expense advancement from us.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of significant accounting policies is included in Note 2 of the audited financial statements included in this Annual Report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition. Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies for us include the following:

Contingencies

The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. FASB ASC 450-20-25-2 “Contingencies-Loss Contingencies-Recognition,” requires that an estimated loss from a loss contingency such as a legal proceeding or claim should be accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred.

In determining whether a loss should be accrued the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. While the Company believes that it will continue to incur losses from such legal proceedings, it is unable to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our financial position or our results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our Chief Executive Officer and our Principal Financial Officer concluded that, as of December 31, 2012, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, including ensuring that such material information is accumulated and communicated to our Chief Executive Officer and our Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a - 15(f). Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment we believe that, as of December 31, 2012, our internal controls over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our registered public accounting.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information about our executive officers and directors during the fiscal year ended December 31, 2012. Ages are as of April 3, 2013.

Name	Age	Position	Date of Election Or Appointment as a Director
Brad O’Sullivan, Esq.	46	Chief Executive Officer and Director	May 2010
Matthew Katzeff	42	Chief Financial Officer and Director	July 2010
Edward O’Connor	59	Director	March 2001
Andrew Samaan	46	Director	January 2009

Brad P. O’Sullivan, Esq. was appointed Interim Chief Executive Officer and Director of the Company on May 13, 2010, effective May 17, 2010, by the Board of Directors. Mr. O’Sullivan has over twenty years experience in the field of finance, real estate, and law. He was most recently Managing Partner of Patriot Title & Abstract, Inc., a Real Estate Professional Services Company he established and operated for almost seven years. He was responsible for initiating and maintaining all client relationships, as well as successfully closing over 500 transactions. Prior to this, Mr. O’Sullivan was Vice President at Brean Murray Carret & Co., LLC, a boutique investment banking firm in Manhattan with offices in Beijing, China as well as an associate in the Corporate Practice Group at O'Melveny & Myers, LLP. Mr. O’Sullivan also holds a JD from the Georgetown University Law Center, an MBA from Columbia University Business School and graduated with a Bachelor of Arts from Georgetown University.

Matthew L. Katzeff was appointed by the Board of Directors to the position of Chief Financial Officer on July 27, 2010. In December 2010, he was elected to the Board of Directors. Mr. Katzeff also is the Head of M&A and Managing Director at Ashir Group, Inc., a financial consulting firm. Since beginning his investment banking career at The Blackstone Group, Mr. Katzeff has developed a successful 18 year career predominantly focused upon Mergers & Acquisitions advisory, Private Equity sourcing and execution, as well as the development and execution of debt and equity capital transactions, all across a wide array of industry sectors as well as corporate sizes and situations. Since his tenure at Blackstone, Mr. Katzeff was a member of the M&A teams at SBC Warburg Dillon Read (currently UBS), Credit Suisse First Boston and Peter J. Solomon Company. Mr. Katzeff then became a Vice President with North Atlantic Trading Company, focusing on the sourcing and execution of both stand-alone and “bolt-on” private equity investments, primarily within the consumer products sector. He was also responsible for the financing and refinancing of a number of the company’s investments and acquisitions, including the arrangement of senior debt facilities and high-yield offerings.

Immediately prior to joining Ashir Group, Mr. Katzeff was a Managing Director with J Giordano Securities Group, an investment banking boutique in which he focused upon the development, strategy and execution of debt and equity capital transactions as well as M&A across a number of industry sectors. Mr. Katzeff’s experience at both bulge-bracket institutions as well as boutique investment firms have given him a unique and very well rounded perspective enabling him to be truly value-added with respect to corporate strategy, development and value, while maintaining a very strong sense of creativity.

Mr. Katzeff has closed transactions amounting to an aggregate value of approximately $18 billion, including the Blackstone Group’s acquisition of Wahaha Group Corporation, a large Chinese consumer products company. Sectors in which Mr. Katzeff has operated include telecommunications, consumer products, retail, business process outsourcing, teleservices, IT services, aerospace & defense, healthcare, building materials, gaming, enterprise software, financial institutions, natural resources, alternative fuels, and general industrial & manufacturing. Corporate situations have included public and private entities, family-owned situations, joint ventures, corporate partnerships and defense from hostile acquisitions. Mr. Katzeff graduated from Cornell University, earning a BS in Economics with a concentration in International Finance. He is Series 7, 63 and 79 licensed and is also proficient in Spanish and Japanese.

Edward J. O'Connor has served as a director since March 2001. Mr. O'Connor previously served as our CEO between March 2004 and October 2005 and as our President between March 2001 and January 2009. Since December 1996 to early 2007, Mr. O'Connor served as a director and periodically as a managing director of Capital Energy Services, LLC (formerly Orion Energy Services, LLC), which was an energy options brokerage business on the NYMEX. Mr. O'Connor graduated from Georgetown University in 1977 with a BS degree in Business Administration.

Andrew Samaan has served as one of our directors since January 2009. Mr. Samaan currently works as Principal at Columbia Sports Group, a financial advisory firm specializing in professional minor league sports organizations, which he joined in October 2008. Mr. Samaan worked in various high level positions from April 1998 to September 2008 for Venaca, Inc., a media technology company. Mr. Samaan earned a Bachelor of Arts degree in Political Science from Loyola College and his Juris Doctor/MBA from Fordham University.

DIRECTOR INDEPENDENCE, COMMITTEES OF THE BOARD OF DIRECTORS

One of our members of our Board of Directors, Andrew Samaan is "independent" within the meaning of Nasdaq Marketplace Rule 4200. We have not established any committees, including an Audit Committee, a Compensation Committee, a Nominating Committee, or any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole. Due to the size of the Board and the Company’s limited resources, our Board of Directors believes that the establishment of such committees of the Board is unnecessary and could be considered more form than substance. The Board of Directors has determined that it has one audit committee financial expert, Matthew Katzeff, serving on the Board which acts as a whole as an audit committee. Mr. Katzeff is not “independent” within the meaning of Nasdaq Marketplace Rule 4200.

FAMILY RELATIONSHIPS

There are no family relationships among our executive officers and directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

We are required to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.

To our knowledge, based solely on review of these filings and written representations from certain of the reporting persons, we believe that during the fiscal year ended December 31, 2012, all of our officers, directors and significant stockholders have timely filed all required forms under Section 16(a) of the Exchange Act.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics to provide guiding principles to all of our employees. Our Code of Business Conduct and Ethics does not cover every issue that may arise, but it sets out basic principles to guide our employees and provides that all of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Any employee who violates our Code of Business Conduct and Ethics will be subject to disciplinary action, up to and including termination of his or her employment. Generally, our Code of Business Conduct and Ethics provides guidelines regarding:

	o	compliance with laws, rules and regulations,
	o	conflicts of interest,
	o	insider trading,
	o	corporate opportunities,
	o	competition and fair dealing,
	o	discrimination and harassment,
	o	health and safety,
	o	record keeping,
	o	confidentiality,
	o	protection and proper use of company assets,
	o	payments to government personnel,
	o	waivers of the Code of Business Conduct and Ethics,
	o	reporting any illegal or unethical behavior, and
	o	compliance procedures.

In addition, we have also adopted a Code of Ethics for our Chief Executive Officer and Senior Financial Officer. In addition to our Code of Business Conduct and Ethics, our CEO and CFO are also subject to specific policies regarding:

	o	disclosures made in our filings with the SEC,
	o	deficiencies in internal controls or fraud involving management or other employees who have a significant role in our financial reporting, disclosure or internal controls,
	o	conflicts of interests, and
	o	knowledge of material violations of securities or other laws, rules or regulations to which we are subject.

A copy of the Code of Ethics is filed as an exhibit to our annual report for the fiscal year ended December 31, 2005 as Exhibit 14.1. The Code of Ethics is also posted on our website under Governance Documents under the investor relations section of our website: www.optionable.com.

ITEM 11. EXECUTIVE COMPENSATION.

The following table summarizes all compensation (but excludes compensation for services on the Board of Directors) recorded by us in each of the last two completed fiscal years for our principal executive officer, our principal financial officer, our only two executive officers who were serving as such at December 31, 2012. The value attributable to any option awards is computed in accordance with ASC 718.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in pension value and Non-Qualified Deferred Compensation		All Other Compensation ($)		Total ($)
Brad O’Sullivan	2012		25,000		0		0		3,667		0		0		0		28,667
Chief Executive Officer,	2011		25,000		0		0		9,335		0		0		26,692		61,027
and Director	2010		15,625		0		0		7,001		0		0		26,982		49,606

Matthew --Katzeff,	2012		25,000		0		0		3,667		0		0		0		28,667
Chief Financial Officer,	2011		15,000		0		0		9,335		0		0		23,600		47,935
and Director	2010		8,210		0		0		8,484		0		0		7,200		23,894

EMPLOYMENT AGREEMENTS

On June 29, 2010, Optionable, Inc. executed a compensation agreement with Brad P. O’Sullivan for his services as Interim Chief Executive Officer and Director. The agreement was dated May 17, 2010 to reflect the date on which Mr. O’Sullivan became the Company’s CEO. The terms of Mr. O’Sullivan’s compensation were first disclosed in a Form 8-K filed on May 18, 2010 but the contract was not finalized until June 29, 2010. Mr. O’Sullivan’s annual compensation is $25,000 for his services as CEO and $25,000 for his services as a Director, payable in 12 equal installments.

The Company also executed on June 29, 2010 a stock option agreement with Mr. O’Sullivan. Mr. O’Sullivan was given options of 500,000 shares, with 50,000 vesting on June 29, 2010. The original exercise price was $0.015 per share (the closing price on the grant date) but on March 1, 2011 the Company and Mr. O’Sullivan executed an amendment which increased the exercise price to $0.02 per share (the closing price of the amendment date).

The Company has executed an indemnification agreement with each of Andrew Samaan, who is a Director, Matthew Katzeff, who is a Director and Chief Financial Officer, and Mr. O’Sullivan.

We had a consulting agreement with Marc-Andre Boisseau, who served as our Chief Financial Officer through March 2010. The agreement, as amended, provided that the Company compensate him at $10,417 per month from July 1, 2009 through March 31, 2010.

On July 27, 2010, Optionable, Inc. appointed Matthew L. Katzeff, age 40, to the position of Chief Financial Officer. Per his employment letter, Mr. Katzeff shall receive an annual salary of $20,000, pro rated for the year 2010. Also, the Company’s Board of Directors granted Mr. Katzeff 450,000 stock options, with an exercise price of $0.02 per share.

During 2010, Mr. O’Sullivan and Mr. Katzeff received other compensation from the Company for the provision of business development services in the amounts of $26,982 and $7,200, respectively. These amounts were included as expenses in the Company’s financial statements for the relevant periods, including as presented in the Company’s Form 10K for the period ended December 31, 2010. However, this information was mistakenly omitted from Item 11 – “Executive Compensation” of the Company’s Form 10-K for the period ended December 31, 2010.

During 2011, Mr. O’Sullivan and Mr. Katzeff received other compensation from the Company for the provision of business development services in the amounts of $26,692 and $23,600, respectively.

OUTSTANDING EQUITY AWARDS AT 2012 FISCAL YEAR-END TABLE

The following table sets forth information with respect to grants of options to purchase our common stock to the named executive officers at December 31, 2012.

Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested (#)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Brad O’Sulivan	500,000	-	0	$0.02		(1)(2)	-	-	-	-
	100,000	-	0	$0.02		(1)(2)	-	-	-	-
	80,000	-	120,000	$0.022		(1)(2)(3)	-	-	-	-

Matthew Katzeff	450,000	-	0	$0.02		(1)(2)	-	-	-	-
	100,000	-	0	$0.02		(1)(2)	-	-	-	-
	80,000	-	120,000	$0.022		(1)(2)(3)	-	-	-	-

(1) Notwithstanding any other vesting provision, the options shall vest immediately (i) upon a Change of Control of the Company, (ii) on the effective date of optionee's resignation or termination of optionee’s services to the Company if he resigns for Good Reason or is terminated without Cause, or (iii) if optionee is not nominated for re-election to the Board of Directors without Cause. “Cause” and “Good Reason” have the meanings ascribed thereto in the 2004 Stock Option Plan, as amended. “Change of Control” has the meaning ascribed thereto in the Stock Option Agreement pursuant to which this option was granted.

(2) The options shall terminate (even if vested) upon the earliest to occur of (i) the effective date of optionee's resignation without Good Cause, (ii) the effective date of termination of services to the Company if such services were terminated for Cause, (iii) the second anniversary of the effective date of optionee’s resignation for Good Reason, (iv) the second anniversary of the effective date of the termination of optionee’s services without Cause, (v) the second anniversary of the termination of optionee’s services as a director after the Board fails without Cause to nominate optionee for re-election to the Board, (vi) the first anniversary of the termination of optionee’s services due to disability, and (vii) the first anniversary of optionee’s death if such death occurred while still he was employed with or serving the Company. “Cause” and “Good Reason” have the meanings ascribed thereto in the 2004 Stock Option Plan, as amended.

(3) The remaining options shall vest as follows: 40,000 on May 2, 2013, 40,000 on November 2, 2013 and an additional 40,000 on May 2, 2012.

Director Compensation

The following table sets forth with respect to the named directors, compensation information inclusive of equity awards and payments made for the fiscal year ended December 31, 2012.

Name (a)	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)	All Other Compensation ($) (g)	Total ($) (h)

Matthew Katzeff	25,000	-	-	-	-	-	25,000
Edward O’Connor	0	-	1,833	-	-	-	1,833
Brad O’Sullivan	25,000	-	-	-	-	-	25,000
Andrew Samaan	50,000	-	1,833	-	-	-	51,833

Director Compensation

The Company agreed to pay Andrew Samaan $25,000 in annual compensation when he joined the Board of Directors in February 2009. Starting on March 31, 2009, his annual compensation was raised to $50,000.

In February 2009, the Board also approved a grant of 250,000 options to Mr. Samaan. Those options have all vested as of March 29, 2011. On March 1, 2011, the Company granted Mr. Samaan 100,000 options. On August 3, 2011, the Company granted Mr. Samaan 100,000 more options. On May 2, 2012, the Company granted Mr, Samaan 100,000 more options.

The Company agreed to give Brad O’Sullivan $25,000 in annual compensation starting in May 2010 for his services on the Board of Directors. Mr. O’Sullivan also receives $25,000 in annual compensation and 500,000 stock options for his services as Chief Executive Officer, as described in the Executive Compensation section above. On March 1, 2011, the Company granted Mr. O’Sullivan 100,000 options. On May 2, 2012, the Company granted Mr, O’Sullivan 200,000 more options.

Matthew Katzeff was appointed to the Board of Directors in December 2010. He is paid $25,000 in annual compensation for such services. As Chief Executive Officer of the Company, Mr. Katzeff is paid $25,000 in annual compensation as an officer and received 450,000 stock options, as described in the Executive Compensation section above. On March 1, 2011, the Company granted Mr. Katzeff 100,000 options. On May 2, 2012, the Company granted Mr, Katzeff 200,000 more options.

Edward J. O'Connor has served as a director since March 2001. Mr. O'Connor previously served as our CEO between March 2004 and October 2005 and as our President between March 2001 and January 2009. On March 1, 2011, the Company granted Mr. O’Connor 100,000 options. On May 2, 2012, the Company granted Mr, O’Connor 100,000 more options.

All of our directors are reimbursed for their reasonable expenses for attending board and board committee meetings.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of December 31, 2012, the number of and percent of our common stock beneficially owned by:

●

all directors and nominees, naming them,

●

our executive officers,

●

our directors and executive officers as a group, without naming them, and

●

persons or groups known by us to own beneficially 5% or more of our common stock:

We believe that all persons named in the table have sole voting and investment power (or shares such powers with his or her spouse) with respect to all shares of common stock beneficially owned by them.

A person is deemed to be the beneficial owner of securities if that person has the power to vote or dispose of such securities or if that person can acquire such securities within 60 days from March 31, 2013 upon the exercise of options, warrants, convertible securities or other rights. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of March 31, 2013 have been exercised and converted.

Title of Class	Name and address of Beneficial Owner	Number of Shares Beneficially Owned			Percent of Total*
Common Stock	Matthew Katzeff c/o Optionable, Inc., 55 Saint Marks Place, Suite 4, New York, NY 10003		670,000	(1)		1.4%

Common Stock	Edward O’Connor(2) c/o Optionable, Inc., 55 Saint Marks Place, Suite 4, New York, NY 10003		3,994,130	(1)(2)		8.3%

Common Stock	Brad O’Sullivan c/o Optionable, Inc., 55 Saint Marks Place, Suite 4, New York, NY 10003		720,000	(1)		1.5%

Common Stock	Andrew Samaan c/o Optionable, Inc., 55 Saint Marks Place, Suite 4, New York, NY 10003		470,000	(1)		1.0%

Common Stock	Mark Nordlicht 152 West 57th Street, 4th Floor, New York, NY 10019		6,181,761(3)			12.8%

Common Stock	Nymex Holdings, Inc. One, North End Avenue World Financial Center New York, NY 10282		10,758,886			22.3%

Common Stock	All Executive Officers and Directors as a Group (4 persons )		5,854,130			12.1%

* Based upon 48,333,128 shares outstanding as of March 31, 2013.

(1) Includes shares issuable pursuant to the exercise of stock options exercisable within 60 days.

(2) Includes 2,682,201 shares owned by Ridgecrest Capital Corp., Inc., a corporation wholly owned by Mr. O'Connor, 901,929 shares owned by Mr. O'Connor's daughter Kathleen O'Connor and 901,929 shares owned by Mr. O'Connor's daughter Erin O'Connor. Mr. O’Connor disclaims beneficial ownership of his daughters’ shares.

(3) Based solely on a Schedule 13-D/A filed on August 2, 2011.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

In 2011, the Company advanced approximately $993,874 to its former President Kevin Cassidy, its former Chairman Mark Nordlicht and its former President (and current Director) Edward O’Connor—all of whom are large stockholders in the Company—for their legal fees regarding the lawsuits described in Item 3 of Part I as well as for Mr. Cassidy’s defense of the Department of Justice action and claims made by the Securities and Exchange Commission against Mr. Cassidy and Mr. O’Connor. None of these advancements have been collateralized. If, upon the final disposition of these lawsuits, it is determined that one or more of these individuals is required to repay a portion of any of the advancements, such individual(s) may also be liable for monetary damages, fines and penalties to various third parties. As a result, we may be unable to actually recoup the advanced monies even if we are legally entitled to reimbursement.

The Company has obligations to Edward O’Connor (a current Director and a former President) which were entered into in April 2005, when the Company received a $765,000 note, which is payable by March 12, 2014. If the Company obtains additional equity or debt financing of at least $1,000,000 following a Capital Raise, the Company will repay Mr. O’Connor up to 5.3% of the Capital Raise, up to $381,250, with the remaining balance and accrued interest of 4.68% from the date of the Capital Raise due on March 12, 2014.

One of our members of our Board of Directors, Andrew Samaan is "independent" within the meaning of Nasdaq Marketplace Rule 4200. The other current members of the Board of Directors—Edward O’Connor, Brad P. O’Sullivan, and Matthew Katzeff—are not “independent.” We have not established any committees, including an Audit Committee, a Compensation Committee, a Nominating Committee, or any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole. Due to the size of the Board and the Company’s limited resources, our Board of Directors believes that the establishment of such committees of the Board is unnecessary and could be considered more form than substance.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

RBSM, LLP and Sherb & Co., LLP, independent registered accounting firms, have audited our financial statements for the years ended December 31, 2012 and 2011. The Company’s stockholders ratified the Board’s selection of RBSM as the Company’s registered accounting firm for the 2012 year-end audit and to review our quarterly financial reports for filing with the Securities and Exchange Commission during fiscal year 2012. The following table shows the fees paid or accrued by us for the audit and other services provided by our accounting firms for fiscal years 2012 and 2011.

	2012		2011

Audit Fees (1)	$	46,000	$	39,000
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-

Total	$	46,000	$	39,000

(1) Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Board of Directors acts as the audit committee, and consults with respect to audit policy, choice of auditors, and approval of out of the ordinary financial transactions. The Board approved all of the services provided by RBSM, LLP, as described above.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit No.		Description

3.1		Certificate of Incorporation of Optionable, Inc., dated February 4, 2000 (incorporated by reference to Exhibit 3(i)(a)to the Registrant's Registration Statement on Form SB-2, filed December 22, 2004, file no. 333-121543 (the "SB-2").

3.2		Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated March 30, 2000 (incorporated by reference to Exhibit 3(i)(b) to the SB-2)

3.3		Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated May 31, 2000 (incorporated by reference to Exhibit 3(i)(c) to the SB-2).

3.4		Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated July 21, 2000 (incorporated by reference to Exhibit 3(i)(d) to the SB-2).

3.5		Corrected Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated January 31, 2003 (incorporated by reference to Exhibit 3(i)(e) to the SB-2).

3.6		Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated June 9, 2004 (incorporated by reference to Exhibit 3(i)(f) to the SB-2).

3.7		Amended and Restated By-laws of Optionable, Inc. (incorporated by reference to Exhibit 3(ii) to the SB-2)


10.1		Master Services Agreement with Capital Energy Services LLC dated April 1, 2004 including the Consulting Agreement as a part thereof and Addendum, dated October 7, 2004 (incorporated by reference to Exhibit 10(ii)(a) to the SB-2)

10.2		Addendum to Master Services Agreement (incorporated by reference to Exhibit 10(ii)(b) to the SB-2)

10.3		Amendment to Master Services Agreement (incorporated reference to the Registrant's Current Report on Form 8-K, dated as of April 10, 2006)

10.4		Termination Agreement (of Master Service Agreement; incorporated by reference to the Registrant's Current Report of Form 8-K, dated as of January 31, 2007)

10.5		Options Order Flow Agreement, dated July 1, 2004, between the Company and Intercontinental Exchange, Inc. (incorporated by reference to Exhibit 10(iii)(a) to the SB-2)

10.6		Superseding Option Order Flow Agreement, dated as of March 2, 2005 (incorporated by reference to Exhibit 10(iii)(b) to the SB-2)

10.7		Employment Agreement, as amended, between the Company and Edward J. O'Connor (incorporated by reference to Exhibit 10(iv) (a) to the SB-2)

10.8		Optionable, Inc. 2004 Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, file number 333-129853, as filed on November 21, 2005 (the "S-8")

10.9		Form of Incentive Stock Option Agreement(incorporated by reference to Exhibit 4.2 to the S-8)

10.10		Nonstatutory Stock Option Agreement(incorporated by reference to Exhibit 4.3 to the S-8)

10.11		Prepaid Commission Agreement, dated February 3, 2003, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(vi) to the SB-2).

10.12		Revolving Credit Facility Agreement, dated June 5, 2003, between the Company and Platinum ValueArbitrage Fund LP(incorporated by reference to Exhibit 10(vii)(a) to the SB-2)

10.13		$500,000 Revolving Promissory Note from the Company to Platinum Value Arbitrage Fund LP dated June 5, 2003 (incorporated by reference to Exhibit 10(vii)(b) to the SB-2)

10.14		Prepaid Commission Agreement, dated June 9, 2003, between the Company and Platinum Partners Value Arbitrage Fund LLP(incorporated by reference to Exhibit 10(viii) to the SB-2)

10.15		Loan Agreement, dated February 13, 2004, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(ix)(a) to the SB-2)

10.16		$250,000 Promissory Note, dated February 13, 2004, from the Company to Mark Nordlicht (incorporated by reference to Exhibit 10(ix)(b) to the SB-2)


10.17		$250,000 Promissory Note Extension Agreement, dated September 9, 2004 (incorporated by reference to Exhibit 10(ix)(c) to the SB-2)

10.18		Loan Agreement, dated March 8, 2004, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(x)(a) to the SB-2)

10.19		$50,000 Promissory Note, dated March 8, 2004, from the Company to Mark Nordlicht (incorporated by reference to Exhibit 10(x)(b) to the SB-2)

10.20		$50,000 Promissory Note Extension Agreement, dated September 9, 2004 (incorporated by reference to Exhibit 10(x)(c) to the SB-2)

10.21		Loan Agreement, dated March 22, 2004, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(xi)(a) to the SB-2)

10.22		$5,621,753.18 Promissory Note, dated March 22, 2004, from the Company to Mark Nordlicht (incorporated by reference to Exhibit 10(xi)(b) to the SB-2)

10.23		Addendum to Loan Agreement, dated March 22, 2004 (incorporated by reference to Exhibit 10(xi)(c) to the SB-2)

10.24		Addendum to Promissory Note, dated March 22, 2004 (incorporated by reference to Exhibit 10(xi)(d) to the SB-2)

10.25		Revolving Credit Facility Agreement, dated April 15, 2004, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(xii)(a) to the SB-2)

10.26		$50,000 Promissory Note, dated April 15, 2004, from the Company to Mark Nordlicht (incorporated by reference to Exhibit 10(xii)(b) to the SB-2)

10.27		Warrant Agreement for the Purchase of Common Stock (incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2006)

10.28		Service and Repurchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of January 31, 2007)

10.29		Code of Business Conduct and Ethics (Incorporated by reference to the Registrant’s Form 10-KSB for the fiscal year ended December 31, 2007)

10.30		Acquisition Agreement, dated March 23, 2007, between the Company, Peter Holmquist, Douglas Towne, and Joseph McHugh (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 23, 2007).

10.31		Release, Rescission and Termination Agreement, dated May 18, 2007, by and among Optionable, Inc., Peter Holmquist, Douglas Towne, Joseph McHugh and Nicole Troiani (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of May 18, 2007).

10.32		Separation and Release Agreement, dated July 25, 2007, by and among Optionable, Inc., Opex International, Inc., Kevin DeAndrea, Noah Rothblatt, Kevin Brennan and Nicole Troiani. (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of July 25, 2007).

10.33		Warrant, dated April 10, 2007, issued pursuant to that certain Stock and Warrant Purchase Agreement, dated April 10, 2007, by and among Optionable, Inc., NYMEX Holdings, Inc., Mark Nordlicht, Kevin Cassidy through Pierpont Capital, Inc. and Edward O'Connor through Ridgecrest Capital, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007)

10.34		Stock and Warrant Purchase Agreement, dated April 10, 2007, by and among Optionable, Inc., NYMEX Holdings, Inc., Mark Nordlicht, Kevin Cassidy through Pierpont Capital, Inc. and Edward O'Connor through Ridgecrest Capital, Inc.(portions of this exhibit are subject to a confidential treatment request) (incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007)

10.35		Investor Rights Agreement, dated April 10, 2007, by and among Optionable, Inc., NYMEX Holdings, Inc., Mark Nordlicht, Kevin Cassidy and Edward O'Connor. (incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007)

10.36		Waiver, dated April 10, 2007, by and between Optionable, Inc. and Mark Nordlicht, to that certain Loan Agreement, dated March 22, 2004, by and between Optionable, Inc. and Mark Nordlicht. (incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007)

10.37		Amended and Restated Employment Agreement, dated April 10, 2007, by and between Optionable, Inc. and Kevin Cassidy. (incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007)

10.38		Registration Rights Agreement, dated April 10, 2007, by and between Optionable, Inc. and NYMEX Holdings, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007)

10.39		Separation and Release Letter, dated November 6, 2007, by and between Optionable, Inc. and Albert Helmig (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of November 6, 2007).

10.40		Letter Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Thomas Burchill. (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of November 26, 2007).

10.41		Letter Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Dov Rauchwerger.(incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of November 26, 2007).

10.42		Stock Option Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Thomas Burchill. (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of November 26, 2007).

10.43		Stock Option Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Dov Rauchwerger. (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of November 26, 2007).

10.44		Separation Agreement between Optionable, Inc. and Edward J. O’Connor dated as of January 28, 2009. (incorporated by reference to the Registrant’s Current Report on Form 8-K dated as of February 2, 2009)

10.45		Employment Agreement between Optionable, Inc. and Thomas Burchill dated as of January 28, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated as of February 2, 2009)

10.46		Letter Agreement dated as of January 15, 2009 with respect to compensation to Andrew Samaan (incorporated by reference to the Registrant’s Current Report on Form 8-K dated as of February 2, 2009)

10.47		Settlement and Voting Agreement between Optionable, Inc. and Mark Nordlicht dated as of February 26, 2009 (incorporated by reference to the Registrant’s Current Report on Firm 8-K dated as of February 27, 2009)

10.48		Employment Letter dated May 17, 2010 with respect to compensation to Brad P. O’Sullivan (incorporated by reference to the Registrant’s Current Report on Form 8-K dated as of July 2, 2010)

10.49		Stock Option Agreement dated as of November 26, 2007, by and between Optionable, Inc. and Brad P. O’Sullivan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of July 2, 1010).

10.50		Indemnification Agreement, by and between Optionable, Inc. and Brad P. O’Sullivan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of July 2, 1010).

10.51		Indemnification Agreement, by and between Optionable, Inc. and Andrew Samaan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of July 2, 1010).

10.52		First Amendment to 2004 Stock Option Plan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 4, 2011).

10.53		Amendment to Stock Option Agreement between Optionable, Inc. and Matthew Katzeff (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 4, 2011).

10.54		Amendment to Stock Option Agreement between Optionable, Inc. Brad O’Sullivan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 4, 2011).

10.55		Amendment to Stock Option Agreement between Optionable, Inc. and Andrew Samaan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 4, 2011).

10.56		Nonstatutory Stock Option Agreement dated March 1, 2011 between Optionable, Inc. and Andrew Samaan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 4, 2011).

10.57		Nonstatutory Stock Option Agreement dated March 1, 2011 between Optionable, Inc. and Brad O’Sullivan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 4, 2011).

10.58		Nonstatutory Stock Option Agreement dated March 1, 2011 between Optionable, Inc. and Matthew Katzeff (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 4, 2011).

10.59		Nonstatutory Stock Option Agreement dated March 1, 2011 between Optionable, Inc. and Edward O’Connor (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 4, 2011).

10.60		Nonstatutory Stock Option Agreement dated March 1, 2011 between Optionable, Inc. and Michael Templeton (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of March 4, 2011).

10.61		Nonstatutory Stock Option Agreement dated May 2, 2012 between Optionable, Inc. and Andrew Samaan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of May 5, 2012)

10.62		Nonstatutory Stock Option Agreement dated May 2, 2012 between Optionable, Inc. and Brad O’Sullivan (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of May 5, 2012)

10.63		Nonstatutory Stock Option Agreement dated May 2, 2012 between Optionable, Inc. and Matthew Katzeff (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of May 5, 2012)

10.64		Nonstatutory Stock Option Agreement dated May 2, 2012 between Optionable, Inc. and Edward O’Connor (incorporated by reference to the Registrant's Current Report on Form 8-K, dated as of May 5, 2012)

31.1*		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

31.2*		Certification by Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

32.1*		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

32.2*		Certification by Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

101.INS**		XBRL Instance

101.SCH**		XBRL Taxonomy Extension Schema

101.CAL**		XBRL Taxonomy Extension Calculation

101.DEF**		XBRL Taxonomy Extension Definition

101.LAB**		XBRL Taxonomy Extension Labels

101.PRE**		XBRL Taxonomy Extension Presentation

* Filed herewith

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				Optionable, Inc.


			By:	/s/ Brad P. O’Sullivan
				Brad P. O’Sullivan
				Chief Executive Officer
			Date:	April 9, 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 registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Brad O’Sullivan	Chief Executive Officer and	April 9, 2013
Brad O’Sullivan, Esq	Director

/s/ Matthew Katzeff	Chief Financial Officer and Director	April 9, 2013
Matthew Katzeff

/s/ Edward O’Connor	Director	April 9, 2013
Edward O’Connor

/s/ Andrew Samaan	Director	April 9, 2013
Andrew Samaan

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders Optionable, Inc.

We have audited the accompanying balance sheet of Optionable, Inc. as of December 31, 2012, and the related statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Optionable, Inc. at December 31, 2012, and the results of its operations and its cash flows for each of the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company’s recurring losses from operations and uncertainty regarding pending legal matters raise substantial doubt about its ability to continue as a going concern. Management’s plans as to these matters also are described in Note 1. The December 31, 2012 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSM LLP

New York, New York

April 9, 2013

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Optionable, Inc.

We have audited the accompanying balance sheets of Optionable, Inc. as of December 31, 2011, and the related statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Optionable, Inc. at December 31, 2011, and the results of its operations and its cash flows for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, the Company’s recurring losses from operations and uncertainty regarding pending legal matters raise substantial doubt about its ability to continue as a going concern. Management’s plans as to these matters also are described in Note 1. The December 31, 2011 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sherb & Co., LLP

Certified Public Accountants

New York, New York

March 20, 2012

F-2

OPTIONABLE, INC.

BALANCE SHEETS

	December 31,
	2012			2011
ASSETS
Current Assets:
Cash and cash equivalents	$	247,684		$	1,290,282
Refundable Income Taxes					-
Prepaid expenses		14,589			40,000
Total current assets		262,273			1,330,282


Total assets	$	262,273		$	1,330,282

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable and accrued expenses	$	176,853		$	110,460
		176,853			110,460

Due to director, net of unamortized discount of $81,580 and $118,167 at December 31, 2012 and 2011, respectively		440,059			390,530
Total liabilities		616,912			500,990

Stockholders' Equity (Deficit):
Preferred Stock; $.0001 par value, 5,000,000 shares authorized, none issued and outstanding at December 31, 2012 and 2011		-			-
Common stock; $.0001 par value, 100,000,000 shares authorized, 52,423,403 shares issued and 48,323,528 shares outstanding at December 31, 2012 and 2011, respectively		5,242			5,242
Additional paid-in capital		162,819,884			162,805,110
Treasury stock at cost, 4,099,875 shares at December 31, 2012 and 2011		(47,552	)		(47,552	)
Accumulated deficit		(163,132,213	)		(161,933,508	)

Total stockholders’ equity (deficit)		(354,639	)		829,292

Total liabilities and stockholders’ equity (deficit)	$	262,273		$	1,330,282

See Notes to Financial Statements.

F-3

OPTIONABLE, INC.

STATEMENTS OF OPERATIONS

	For the year ended December 31
	2012			2011


Operating expenses:
Selling, general and administrative	$	1,152,031		$	2,088,625

Total operating expenses		1,152,031			2,088,625

Operating loss		(1,152,031	)		(2,088,625	)

Other income (expense):
Interest income		2,855			17,602
Interest expense to related parties		(49,529	)		(127,076	)
		(46,674	)		(109,474	)

Loss before income tax benefit		(1,198,705	)		(2,198,099	)

Income tax (expense) benefit		-			(87,819	)

Net loss	$	(1,198,705	)	$	(2,285,918	)

Basic loss per common share	$	(0.02	)	$	(0.05	)

Diluted loss per common share	$	(0.02	)	$	(0.05	)

Basic weighted average common shares outstanding		48,333,128			48,333,128

Diluted weighted average common shares outstanding		48,333,128			48,333,128

See Notes to Financial Statements.

F-4

OPTIONABLE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

From January 1, 2011 to December 31, 2012

	Common Stock Shares		$		Additional Paid-in Capital		Treasury Stock, at Cost			Accumulated Deficit			Total

Balance at January 1, 2011		52,423,403	$	5,242	$	162,792,730	$	(47,552	)	$	(159,647,590	)	$	3,102,830

Fair value of options		-		-		12,380		-			-			12,380
Repurchase of shares		-		-		-					-			-
Net loss		-		-		-		-			(2,285,918	)		(2,285,918	)
Ending balance, December 31, 2011		52,423,403		5,242		162,805,110		(47,552	)		(161,933,508	)		829,292

Fair value of options		-		-		14,774		-			-			14,774
Net loss		-		-		-		-			(1,198,705	)		(1,198,705	)
Ending balance, December 31, 2012		52,423,403	$	5,242	$	162,819,884	$	(47,552	)	$	(163,132,213	)	$	(354,639	)

See Notes to Financial Statements.

F-5

OPTIONABLE, INC.

STATEMENTS OF CASH FLOWS

	For the year ended December 31,
	2012			2011


Cash flows from operating activities:
Net loss	$	(1,198,705	)	$	(2,285,918	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		49,529			127,076
Share-based compensation expense		14,774			12,380
Write-off of income tax refund receivable		-			92,393.00
Changes in operating assets and liabilities:
Prepaid and other assets		25,411			277,033
Accounts payable and accrued expenses		66,393			12,720

Net cash used in operating activities		(1,042,598	)		(1,764,316	)


Net decrease in cash		(1,042,598	)		(1,764,316	)

Cash, beginning of year		1,290,282			3,054,598

Cash, end of year	$	247,684		$	1,290,282

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	-		$	3,279

Cash paid for interest	$	-		$	-

See Notes to Financial Statements.

F-6

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1-Organization, Description of Business and Going Concern

Optionable, Inc. (“the “Company”) was formed in Delaware in February 2000. Between April 2001 and July 2007, a substantial portion of the Company’s revenues were generated from providing energy derivative brokerage services to brokerage firms, financial institutions, energy traders, and hedge funds worldwide.

The Company has not generated any revenues since the third quarter of 2007 as a result of the termination of the business relationship by its largest customer and the succession of events since then. The litigation matters listed below and discussed in Note 6 have had a significant adverse impact on its business and future results of operations and financial condition.

The Company’s management is seeking out possible business transactions and new relationships in areas unrelated to brokerage services.

The Company is a defendant to several legal proceedings, one from its largest shareholder, Chicago Mercantile Exchange/ New York Mercantile Exchange (“NYMEX”), and a second one from its former largest customer, Bank of Montreal (“BMO”). Also named in such lawsuits, among others, are: one of the Company’s current board members and former president, as well as the Company’s former chief executive officer and former chairman. Additionally, the Company’s former chief executive officer and former president are defendants in a claim made by the Securities and Exchange Commission.

Going Concern

Based on its cash and equivalents as of the date of this Annual Report on Form 10-K, the Company is unlikely to have sufficient funds to meet its obligations for the next twelve months if the Company is not able to secure new sources of capital or complete a strategic transaction. Even if the Company raises additional capital or completes a strategic transaction, the combination of the anticipated legal costs to defend against current legal proceedings, the potential amounts the Company would have to pay if there are negative outcomes in one or more of such legal proceedings, the Company’s obligations under its indemnification obligations and additional legal and other ongoing expenses incurred by the Company could exceed the Company’s resources before the end of 2013. The legal proceedings also negatively impact the Company’s ability to raise additional capital or enter into strategic transactions with other companies. The Company’s future depends on its ability to satisfactorily resolve the aforementioned issues and there is no assurance it will be able to do so. If the Company fails for any reason, it would not be able to continue as a going concern and could potentially be forced to seek relief through a bankruptcy or other dissolution proceeding. The Company's December 31, 2012 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-7

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2- Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.

The Company's cash and cash equivalents accounts are held at financial institutions. The Federal Deposit Insurance Corporation ("FDIC") insured up to $100,000 between January 2007 and October 2008. After October 2008, it insured up to $250,000 for interest-bearing accounts and an unlimited amount for noninterest-bearing accounts after October 2008. While the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits, it cannot reasonably alleviate the risk associated with the sudden failure of such financial institutions. The Company’s cash and cash equivalents held at financial institutions exceeded the FDIC insurance limit amount at December 31, 2011.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted Financial Accounting Statement Board (“FASB”) Accounting Standard Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” , for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities

	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data

	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company did not have any Level 2 or Level 3 assets or liabilities as of December 31, 2012 and 2011, with the exception of its due to director. The Company deems that the carrying value of the due to director approximates the fair value as of December 31, 2012.

F-8

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2- Summary of Significant Accounting Policies-Continued

Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of December 31, 2012 and 2011, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy.

In addition, ASC 825-10-25, “Fair Value Option,” was effective January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

Income Taxes

Income taxes are accounted for in accordance with "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company's assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or all deferred tax assets will not be realized. Penalties and interest on underpayment of taxes are reflected in the Company’s effective tax rate.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, the realization of receivables and share-based payments. Actual results will differ from these estimates.

Basic and Diluted Earnings per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). The outstanding options amounted to 2,883,000 and 2,283,000 at December 31, 2012 and 2011, respectively. The outstanding warrants amounted to 0 and 0 at December 31, 2012 and 2011, respectively. The options and warrants outstanding at December 31, 2012 and 2011, respectively, have been excluded from the computation of diluted earnings per share due to their antidilutive effect.

F-9

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2- Summary of Significant Accounting Policies-Continued

Stock Compensation

Under ASC 718- Compensation-Stock Compensation, companies are required to measure the costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued SAB 107. SAB 107 expresses views of the staff regarding the interaction between ASC 718 and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. Compensation cost is measured on the date of grant as its fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Contingencies

The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. FASB ASC 450-20-25-2 “Contingencies- Loss Contingencies-Recognition”, requires that an estimated loss from a loss contingency such as a legal proceeding or claim should be accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred.

Recent Accounting Pronouncements

A variety of accounting standards have been issued or proposed by FASB that do not require adoption until a future date. The Company does not expect the adoption of any of these standards to have a material impact once adopted.

Note 3- Prepaid expenses

Prepaid expenses primarily consists of retainers paid to certain law firms which represent the Company and certain former and current directors in connection with legal proceedings which are described in Note 6-Litigation and Contingencies.

F-10

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4-Due to Related Parties

The terms and amounts of due to related parties at December 31, 2012 and 2011, respectively, are as follows:

One of the Company’s current board members and former president is entitled to a payment of $508,697 (the “Principal Amount”), plus interest, if applicable, upon the following terms. In the event that the Company secures financing of at least $1,000,000 (the “Capital Raise”), this person will be entitled to a payment equal to the lesser of (i) 12.5% of the Capital Raise, (ii) $381,250, and (iii) any unpaid Principal Amount. In the event that upon a Capital Raise, the entire Principal Amount has not been repaid, then this person shall be issued a promissory note (the “Capital Raise Note”) in the principal amount of any then unpaid Principal Amount remaining after the payments described in the preceding sentence. The Capital Raise Note shall be due and payable on April 1, 2014 and shall bear interest at a rate of 4.68% annually. In the event that no Capital Raise shall have occurred prior to April 1, 2014, then the unpaid Principal Amount shall be due and payable as of such date. This liability is recorded on the Company’s balance sheets as follows:

	December 31, 2012			December 31, 2011


	$	508,697		$	508,697
Discount, using initial implied rate of 12%		(68,638	)		(118,167	)
	$	440,059		$	390,530

During April 2005, the Company modified the terms of its due to related parties. The modified terms provide that, in the event of a Capital Raise, among other things, the annual interest rate accrued after such event is reduced from 12% to 4.68%. Additionally, the modified terms provide that the Company may make principal repayments towards the due to a stockholder and former Chairman of the Board and the due to Director amounting to approximately 25% of its cash flows from operating cash flows less capital expenditures. During April 2006, the Company modified the terms of its due to related parties to allow the Company to make principal repayments at its discretion.

The amortization of the discount on the due to related parties amounted to approximately $49,529 and $127,076 during 2012 and 2011, respectively.

Note 5- Stockholders' Equity

Stock Compensation Plan

During November 2004, the Company adopted the 2004 Stock Option Plan ("2004 Plan"), and amended it in March 2011. The 2004 Plan allows for the grant of both incentive stock options and nonstatutory stock options. The 2004 Plan may be administered, interpreted and constructed by the Board of Directors. The number of shares of common stock which may be issued pursuant to options granted under the 2004 Plan may not exceed 7,500,000 shares.

F-11

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5- Stockholders' Equity-continued

During 2012 and 2011, the Company recorded share-based payment expenses amounting to approximately $14,774 and $12,380, respectively, in connection with all options outstanding at the respective measurement dates. The amortization of share-based payment was recorded in general and administrative expenses during 2012 and 2011.

The Company granted 500,000 options in March 2011, as follows: 100,000 options were granted to each of CEO Brad O’Sullivan, CFO Matthew Katzeff, Director Andrew Samaan, Director and former President Edward O’Connor and Comptroller Michael Templeton. The Company granted 100,000 options to Director Andrew Samaan in August 2011. These were the only options granted during the year ended December 31, 2011.

The Company granted 600,000 options in May 2012, as follows: 200,000 options were granted to each of CEO Brad O'Sullivan and CFO Matthew Katzeff and 100,000 options were granted to each of Director Andrew Samaan and Director and former President Edward O’Connor. These were the only options granted during the year ended December 31, 2012.

The fair value of the options granted during the years ended December 31, 2012 and 2011 are based on the Black Scholes Model using the following assumptions:

	600,000 Options Issued On May 2, 2012			100,000 Options Issued On August 3, 2011			500,000 Options Issued On March 1, 2011

Exercise price:	$	0.022		$	0.036		$	0.020

Market price at date of grant:	$	0.022		$	0.036		$	0.020

Volatility:		123	%		162	%		162	%

Expected dividend rate:		0	%		0	%		0	%

Expected terms (years):		5			5			5

Risk-free interest rate:		0.82	%		2.12	%		2.12	%

F-12

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5- Stockholders' Equity-continued

A summary of the activity during 2012 and 2011 of the Company’s stock option plan is presented below:

	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value

Outstanding at January 1, 2011		1,683,000	$	0.26

Granted		600,000		.015
Exercised		-		-
Expired or cancelled		-		-
Outstanding at December 31, 2011		2,283,000		0.015	$	0

Granted		600,000		0.022
Exercised		-		-
Expired or cancelled		-		-
Outstanding at December 31, 2012		2,883,000	$	0.15	$	0

Exercisable and vested at December 31, 2012		2,525,880	$	.21	$	0

The total compensation cost related to nonvested options not yet recognized amounted to approximately

$14,500 at December 31, 2012 and the Company expects that it will be recognized over the following weighted-average period of 15 months.

If any options granted under the 2004 Plan, as amended, expire or terminate without having been exercised or cease to be exercisable, such options will be available again under the 2004 Plan. All employees of the Company and its subsidiaries are eligible to receive incentive stock options and nonstatutory stock options. Non-employee directors and outside consultants who provided bona-fide services not in connection with the offer or sale of securities in a capital raising transaction are eligible to receive nonstatutory stock options. Incentive stock options and nonstatutory stock options may not be granted below the fair market value of the Company's common stock at the time of grant or, if to an individual who beneficially owns more than 10% of the total combined voting power of all stock classes of the Company or a subsidiary, the option price may not be less than 110% of the fair value of the common stock at the time of grant. The expiration date of an incentive stock option may not be longer than ten years from the date of grant. Option holders, or their representatives, may exercise their vested incentive stock options up to three months after their employment termination or one year after their death or permanent and total disability. With respect to the current directors and officers of the Company, their nonstatutory stock options do not expire until the second year anniversary of their resignation from the Company for Good Reason or termination without Cause (as these terms are defined in the Plan), or upon the occurrence of certain other events. The Plan provides for adjustments upon changes in capitalization.

The Company's policy is to issue shares pursuant to the exercise of stock options from its available authorized but unissued shares of common stock. It does not issue shares pursuant to the exercise of stock options from its treasury shares.

F-13

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6- Litigation and Contingencies

CMEG NYMEX Inc. v. Optionable, Inc. et. al. Civ. No. 09-03677 (S.D.N.Y.)

CMEG NYMEX Inc. (“NYMEX”) filed the operative complaint in this litigation on April 10, 2009. The complaint alleges, among other things, that Optionable, certain of its former officers and directors, one current director, and other defendants defrauded NYMEX in connection with NYMEX’s purchase of $28.9 million of shares of Optionable common stock pursuant to a Stock and Warrant Purchase Agreement (“SWPA”). NYMEX seeks damages in excess of $28.5 million based on the following causes of action against Optionable: violations of Section 10(b) of the Securities Exchange Act; breach of contract and warranty; aiding and abetting common law fraud; and negligent misrepresentation. The Company has denied the allegations in the Complaint. On September 6, 2011, the Company filed counterclaims against NYMEX alleging, among other things, that NYMEX breached its obligations under the SWPA. The counterclaims seek unspecified damages based on the following causes of action: breach of contract; breach of the covenant of good faith and fair dealing; and refusal to pay amounts due and owed of over $740,000. NYMEX filed a motion for partial summary judgment in support of its claims, and the Company also filed a motion for summary judgment in support of its claims.

On August 24, 2012, the United States District Court for the Southern District of New York (the “Court”) issued a Memorandum Decision and Order (the “NYMEX Order”) concerning motions for summary judgment regarding certain of the parties’ claims and counterclaims. In the NYMEX Order, the Court: (i) denied NYMEX’s motion for summary judgment on its breach of warranty claim; (ii) denied NYMEX’s motion to dismiss Optionable’s counterclaim for breach of the SWPA; (iii) granted NYMEX’s motion to dismiss Optionable’s counterclaims for breach of the covenant of good faith and fair dealing, and refusal to pay amounts due and owed; and (iv) granted NYMEX’s motion to dismiss defendant Mark Nordlicht’s breach of contract counterclaim. The Company is unable to predict the outcome of this litigation.

Bank of Montreal v. Optionable, Inc. et al. Civ. No. 09-07557 (S.D.N.Y.)

Bank of Montreal (“BMO”) filed the operative complaint in this litigation on August 28, 2009. The complaint alleges, among other things, that Optionable, certain of its former officers and directors, one current director and other defendants conspired to defraud BMO in connection with large monetary losses experienced by BMO as a result of natural gas option trades made by one of its former employees. BMO seeks unspecified damages based on the following causes of action: fraud; negligent misrepresentation; aiding and abetting fraud; aiding and abetting breach of fiduciary duty; and breach of contract. The Company has denied the allegations in the Complaint. On September 6, 2011, the Company filed counterclaims against BMO alleging, among other things, that BMO launched an unlawful campaign to blame the Company for the losses BMO incurred due to its own fault.

On August 24, 2012, the Court issued a Memorandum Decision and Order granting BMO’s motion to dismiss all of Optionable’s counterclaims. The Company is unable to predict the outcome of this litigation.

Claims from former employee

F-14

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6- Litigation and Contingencies-continued

SEC Matter

Indemnification and Advancement Obligations

As a result of their involvement in the matters described in this Note 6, the Company may have indemnification obligations to certain of its past directors and officers and a current board member and former president. These indemnification obligations may include, but are not limited to, amounts that would be payable to former directors or officers if they are ultimately successful in the legal matters or are otherwise found eligible for indemnification. The amounts, if any, and timing of such indemnification obligations with respect to such individuals is indeterminable, and therefore are not reflected in the financial statements. In addition, the financial statements do not reflect approximately $202,000 of disputed legal fees that are claimed pursuant to an indemnification agreement by the law firm defending a former officer of the Company in various legal actions. The ultimate amount for which the Company will be liable for these disputed amounts is not currently determinable.

Note 7-Income Taxes

The components of the benefit for income taxes are as follows

		2012		2011
Current:
Federal	$	-	$	(87,819	)
State		-		-

Total current		-		(87,819	)

Deferred:
Federal		-		-
State		-		-
		-		-

Total benefit (provision) for income taxes	$	-	$	(87,819	)

F-15

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7-Income Taxes-continued

A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows:

	2012			2011
Federal statutory taxes		(35.0	)%		(35.0	)%
State income taxes, net of federal tax benefit		(5.7	)		(5.7	)
Permanent differences		2.3			2.3
Change in valuation allowance		38.4			42.3
Effect of net operating loss carryback/carryforward		-			(3.9	)
		0.00	%		(0.00	)%

The tax effects of principal temporary differences between the carrying amount of assets and their tax bases are summarized below.

Management believes it is more likely than not that it will be able to offset certain deductions associated with these deferred tax assets to its prior or future years’ taxable income:

The components of the deferred tax assets are as follows:

	December 31, 2012			December 31, 2011

Net operating losses	$	2,404,000		$	2,035,000
Allowance for bad debt		-			-
Other		3,000			3,000
State income tax carryforward		10,000			10,000
Intangible assets, net of amortization		133,000			133,000
		2,550,000			2,180,000
Valuation Allowance		(2,550,000	)		(2,180,000	)
Tot Total deferred tax assets- current	$	-		$	-

During 2011, the Internal Revenue Service informed the Company that the carry back to the earlier years is barred by statute, and that the Company will need to carry forward this net operating loss to be applied against taxable income of future years. However, since the Company cannot be assured at this time that there will be a future taxable income available to which this loss may be offset, the Company has reserved the full amount of the tax benefit attributable to this loss carry forward. The tax returns of the Company are subject to examination by Federal and state taxing authorities.

F-16

OPTIONABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7-Income Taxes-continued

The Company has net operating losses of approximately $5,693,000 as of December 31, 2012 for both federal and state tax purposes that expire in 2032.

The valuation allowance of deferred tax assets increased by approximately $398,000 during 2012.

Note 8 – Subsequent Events

In accordance with ASC 855, “Subsequent Events” the Company evaluated subsequent events after the balance sheet date for disclosure or recognition purposes.

F-17