Quarterly Report (10-q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period _________ to _________

Commission File Number: 0-28599

QUOTEMEDIA, INC.

(Exact name of registrant as specified in its charter)

Nevada	91-2008633
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

17100 East Shea Boulevard, Suite 230, Fountain Hills, AZ 85268

(Address of Principal Executive Offices)

(480) 905-7311

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☑
	Emerging growth company ☐

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

The Registrant has 90,477,798 shares of common stock outstanding as at November 1, 2019.

QUOTEMEDIA, INC.

FORM 10-Q for the Quarter Ended September 30, 2019

INDEX

		Page
Part I.	Financial Information

Item 1.	Financial Statements (unaudited):	3

	Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018	3

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018	4

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018	5

	Condensed Consolidated Statements of Changes in Series A Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the nine months ended September 30, 2019 and 2018	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 4.	Controls and Procedures	20

Part II.	Other Information

Item 6.	Exhibits	21

Signatures		21

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2019	December 31, 2018
ASSETS

Current assets:
Cash and cash equivalents	$974,721	$810,332
Accounts receivable, net	645,034	538,081
Prepaid expenses	90,312	132,356
Other current assets	239,096	170,914
Total current assets	1,949,163	1,651,683

Deposits	18,412	15,339
Property and equipment, net	2,245,948	1,702,875
Goodwill	110,000	110,000
Intangible assets	52,706	57,029
Operating lease right-of-use assets	264,614	-

Total assets	$4,640,843	$3,536,926

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$1,705,652	$1,495,064
Deferred revenue	625,176	707,880
Current portion of operating lease liabilities	163,066	-
Current portion of finance lease liabilities	32,741	30,083
Total current liabilities	2,526,635	2,233,027

Long-term portion of operating lease liabilities	108,638	-
Long-term portion of finance lease liabilities	22,435	46,457

Mezzanine equity:
Series A Redeemable Convertible Preferred stock, $0.001 par value,
550,000 shares designated; Shares issued and outstanding:
123,685 at September 30, 2019 and 125,885 at December 31, 2018	2,983,857	3,037,952

Stockholders’ deficit:
Preferred stock, 10,000,000 shares authorized, 550,000 shares designated	-	-
Common stock, $0.001 par value, 150,000,000 shares authorized, shares issued and
outstanding: 90,477,798 at September 30, 2019 and December 31, 2018, respectively	90,479	90,479
Additional paid-in capital	19,465,645	19,157,202
Accumulated deficit	(20,556,846)	(21,028,191)
Total stockholders’ deficit	(1,000,722)	(1,780,510)

Total liabilities and stockholders’ deficit	$4,640,843	$3,536,926

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended September 30,		Nine months ended September 30,
	2019	2018	2019	2018

LICENSING FEES	$2,963,172	$2,811,872	$8,818,637	$8,277,682

COST OF REVENUE	1,429,308	1,354,498	4,355,110	4,140,222

GROSS PROFIT	1,533,864	1,457,374	4,463,527	4,137,460

OPERATING EXPENSES

Sales and marketing	463,929	470,312	1,393,929	1,406,300
General and administrative	600,329	477,231	1,646,388	1,515,824
Software development	311,028	289,678	923,218	878,336
	1,375,286	1,237,221	3,963,535	3,800,460

OPERATING PROFIT	158,578	220,153	499,992	337,000

OTHER INCOME (EXPENSES)

Foreign exchange loss	(543)	(8,925)	(21,857)	(725)
Interest expense - other	(1,349)	(1,980)	(4,533)	(4,765)
	(1,892)	(10,905)	(26,390)	(5,490)

INCOME BEFORE INCOME TAXES	156,686	209,248	473,602	331,510

Provision for income taxes	(758)	(764)	(2,257)	(2,329)

NET INCOME	$155,928	$208,484	$471,345	$329,181

EARNINGS PER SHARE

Basic earnings per share	$0.00	$0.00	$0.01	$0.00
Diluted earnings per share	$0.00	$0.00	$0.00	$0.00

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic	90,477,798	90,477,798	90,477,798	90,477,798
Diluted	107,173,219	104,007,070	105,577,615	101,577,469

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine months ended September 30,
	2019	2018
OPERATING ACTIVITIES:

Net income	$471,345	$329,181

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	790,563	656,304
Stock-based compensation expense	309,348	336,016
Changes in assets and liabilities:
Accounts receivable	(106,953)	(216,065)
Prepaid expenses	42,044	22,329
Other current assets	(68,182)	(20,808)
Deposits	(3,073)	414
Accounts payable, accrued and other liabilities	217,678	(243,284)
Deferred revenue	(82,704)	123,207
Net cash provided by operating activities	1,570,066	987,294

INVESTING ACTIVITIES:

Purchase of fixed assets	(322,124)	(110,080)
Capitalized application software	(1,007,189)	(654,827)
Net cash used in investing activities	(1,329,313)	(764,907)

FINANCING ACTIVITIES:

Repayment of capital lease financing	(21,364)	(13,330)
Redemption of preferred stock	(55,000)	(30,000)
Net cash used in financing activities	(76,364)	(43,330)

Net increase in cash	164,389	179,057

Cash and equivalents, beginning of period	810,332	451,151

Cash and equivalents, end of period	$974,721	$630,208

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE

PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	Series A Redeemable Convertible Preferred Stock		Common Stock
Three and nine months ended September 30, 2019:	Number of Shares	Amount	Number of Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders’ Equity (Deficit)
Balance, December 31, 2018	125,885	$3,037,952	90,477,798	$90,479	$19,157,202	$(21,028,191)	$(1,780,510)

Preferred shares issued (redeemed)	(1,400)	(34,424)			(576)		(576)

Stock-based compensation					206,232		206,232

Net income						315,417	3 15,417

Balance, June 30, 2019	124,485	3,003,528	90,477,798	90,479	19,362,858	(20,712,774)	(1,259,437)

Preferred shares issued (redeemed)	(800)	(19,671)			(329)		(329)

Stock-based compensation					103,116		103,116

Net income						155,928	155,928

Balance, September 30, 2019	123,685	$2,983,857	90,477,798	$90,479	$19,465,645	$(20,556,846)	$(1,000,722)

	Series A Redeemable Convertible Preferred Stock		Common Stock
Three and nine months ended September 30, 2018:	Number of Shares	Amount	Number of Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders’ Equity (Deficit)
Balance, December 31, 2017	127,685	$3,082,211	90,477,798	$90,479	$18,727,661	$(21,526,062)	$(2,707,922)

Costs associated with forgiveness of debt					(8,850)		(8,850)

Stock-based compensation					226,232		226,232

Net income						120,697	120,697

Balance, June 30, 2018	127,685	3,082,211	90,477,798	90,479	18,945,043	(21,405,365)	(2,369,843)

Preferred shares issued (redeemed)	(1,200)	(29,506)			(494)		(494)

Stock-based compensation					109,784		109,784

Net income						208,484	208,484

Balance, September 30, 2018	126,485	$3,052,705	90,477,798	$90,479	$19,054,333	$(21,196,881)	$(2,052,069)

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles for interim financial statements and instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for a full year. In connection with the preparation of the condensed consolidated financial statements the Company evaluated subsequent events after the balance sheet date of September 30, 2019 through the filing of this report.

As of September 30, 2019, the Company has a working capital deficit of $577,472. Our current liabilities include deferred revenue of $625,176. The costs expected to be incurred to realize the deferred revenue in the next 12 months are minimal.

The Company has a plan in place for the next 12 months to ensure ongoing expenditures are balanced with the expected growth rate and believes cash on hand and cash generated will be sufficient to fund operations for the next 12 months. However, to implement our business plan may require additional financing. Additional financings may come from future equity or debt offerings that could result in dilution to our stockholders. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.

These financial statements should be read in conjunction with our financial statements and the notes thereto for the fiscal year ended December 31, 2018 contained in our Form 10-K filed with the Securities and Exchange Commission dated March 29, 2019.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Nature of operations

We are a software developer and distributor of financial market data and related services to a global marketplace. We specialize in the collection, aggregation, and delivery of both delayed and real-time financial data content via the Internet. We develop and license software components that deliver dynamic content to banks, brokerage firms, financial institutions, mutual fund companies, online information and financial portals, media outlets, public companies, and corporate intranets.

b) Basis of consolidation

The consolidated financial statements include the operations of QuoteMedia, Ltd., a wholly owned subsidiary of QuoteMedia, Inc. All intercompany transactions and balances have been eliminated.

c) Foreign currency translation and transactions

The U.S. dollar is the functional currency of all our company's operations. Foreign currency asset and liability amounts are remeasured into U.S. dollars at end-of-period exchange rates, except for equipment and intangible assets, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the period, except for expenses related to balance sheet amounts remeasured at historical exchange rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in earnings in the period in which they occur.

d) Allowances for doubtful accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company determines the allowance by reviewing the age of the receivables and assessing the anticipated ability of customers to pay. No collateral is required for any of the receivables and the Company does not usually apply financing charges to outstanding accounts receivable balances. If the financial condition of our customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The allowance for doubtful accounts was $73,500 and $100,000 as of September 30, 2019 and December 31, 2018, respectively.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

e) Accounting Pronouncements

Recently Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases. This ASU is intended to improve the reporting of leasing transactions to provide users of financial statements with more decision-useful information. This ASU will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The Company adopted the new leasing standards on January 1, 2019, using a modified retrospective transition approach to be applied to leases existing as of, or entered into after, January 1, 2019. Upon adoption of the new leasing standards, we recognized an initial lease liability and related right-of-use asset on our consolidated balance sheet of $307,549. The impact of adoption of the new leasing standards had an immaterial impact to our consolidated statements of operations and cash flows.

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718). This ASU expands the scope of FASB ASC 718, Stock Compensation, by accounting for share-based payments granted to nonemployees for goods and services. The Company adopted the new stock compensation standards on January 1, 2019. There was no impact upon adoption to our consolidated financial statements and related disclosures.

Not Yet Adopted

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the accounting for goodwill by eliminating step 2 from the goodwill impairment test. Under the new ASU, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized for the amount by which the carrying amount exceeds its fair value. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company believes that this pronouncement will have no impact on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which removes, modifies and adds various disclosure requirements around the topic in order to clarify and improve the cost-benefit nature of disclosures. For example, disclosures around transfers between fair value hierarchy Levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs determining Level 3 fair value measurements will be added. This standard is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company believes that this pronouncement will have no impact on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Topic 350, "Intangibles - Goodwill and Other" to determine which implementation costs to capitalize as assets or expense as incurred. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, and an entity can elect to apply the new guidance on a prospective or retrospective basis. The Company is currently evaluating the impact of adopting this guidance.

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

3. REVENUE

Disaggregated Revenue

The Company provides market data, financial web content solutions and cloud-based applications. Our revenue by type of service consists of the following:

	Three months ended September 30,		Nine months ended September 30,
	2019	2018	2019	2018
Portfolio Management Systems
Corporate Quotestream	$944,122	$886,833	$2,864,166	$2,633,853
Individual Quotestream	458,338	451,618	1,383,196	1,395,666
Interactive Content & Data Application	1,560,712	1,473,421	4,571,275	4,248,163
Total revenue	$2,963,172	$2,811,872	$8,818,637	$8,277,682

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Deferred Revenue

Changes in deferred revenue for the period were as follows:

Balance at December 31, 2018	$707,880
Revenue recognized in the current period from the amounts in the beginning balance	547,965
New deferrals, net of amounts recognized in the current period	(636,385)
Effects of foreign currency translation	5,716
Balance at September 30, 2019	$625,176

Practical Expedients

As permitted under ASU 2014-09 (and related ASUs), unsatisfied performance obligations are not disclosed, as the original expected duration of substantially all of our contracts is one year or less.

4. RELATED PARTIES

The Company entered into a five-year office lease with 410734 B.C. Ltd. effective May 1, 2016 for approximately $7,365 per month. David M. Shworan is a control person of 410734 B.C. Ltd. At September 30, 2019, there were no amounts due to 410734 B.C. Ltd. As a matter of policy all related party transactions are subject to review and approval by the Company’s Board of Directors.

5. LEASES

We have operating leases for corporate offices and finance leases for certain equipment. Our leases have remaining lease terms of 1 year to 4 years. We determine if an arrangement is a lease at inception. Operating lease assets and liabilities are included in operating lease right-of-use assets and operating lease liabilities, respectively, on our consolidated balance sheets. Finance lease assets and liabilities are included in property and equipment and finance lease liabilities, respectively, on our consolidated balance sheets.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. We elected the short-term lease exception and therefore only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. When determining lease terms, we factor in options to extend or terminate leases when it is reasonably certain that we will exercise that option. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases we account for the lease and non-lease components as a single lease component.

Supplemental balance sheet information related to leases was as follows:

	September 30, 2019	December 31, 2018

Operating Leases

Operating lease right-of-use assets	$264,614	$-

Current portion of operating lease liability	$163,066	$-
Long-term portion of operating lease liability	108,638	-
Total operating lease liability	$271,704	$-

Finance Leases

Computer equipment on financing lease	$101,049	$101,049
Less: accumulated depreciation	44,125	17,836
Property and equipment, net	$56,924	$83,213

Current portion of finance lease liability	32,741	30,083
Long-term portion of finance lease liability	22,435	46,457
Total finance lease liability	$55,176	$76,540

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	September 30, 2019	December 31, 2018

Weighted Average Remaining Lease Term
Operating leases	2.4 years	-
Finance leases	1.8 years	2.5 years

Weighted Average Discount Rate
Operating leases	9.1%	-
Finance leases	8.9%	8.9%

Maturities of lease liabilities were as follows:

Year ending December 31,	Operating Leases	Finance Leases

2019 (excluding the nine months ended September 30, 2019)	$49,105	$9,084
2020	154,891	36,336
2021	50,678	12,105
2022	28,635	2,152
2023 and thereafter	14,468	-
Total lease payments	297,777	59,677
Less imputed interest	(26,073)	(4,501)
Total	$271,704	$55,176

The components of lease expense were as follows:

	Three months ended September 30, 2019	Nine months ended September 30, 2019
Operating lease costs:
Operating lease costs	$38,440	$130,463
Short-term lease costs	31,765	97,526
Total operating lease costs	$70,205	$227,989

Finance lease costs:
Amortization	$8,763	$26,289
Interest	1,327	4,544
Total finance lease cost	$10,090	$30,833

Supplemental cash flow information related to leases was as follows:

	Three months ended September 30, 2019	Nine months ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$39,496	$131,803
Operating cash flows from finance leases	1,327	4,544
Financing cash flows from finance leases	7,659	22,708

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	67,834	375,383

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. STOCKHOLDERS’ DEFICIT

a) Preferred shares

We are authorized to issue up to 10,000,000 non-designated preferred shares at the Board of Directors’ discretion.

On December 28, 2017, a total of 550,000 shares of the Company’s Preferred Stock were designated as “Series A Redeemable Convertible Preferred Stock.” The Series A Redeemable Convertible Preferred Stock has no dividend or voting rights. Holders of Series A Redeemable Convertible Preferred Stock shall have the right to convert their shares into shares of common stock at the rate of 83.33 shares of common stock for one share of Series A Redeemable Convertible Preferred Stock, at any time following the date the closing price of a share of common stock on a securities exchange or actively traded over-the-counter market has exceeded $0.30 for ninety (90) consecutive trading days. The conversion rights are subject to the availability of authorized but unissued shares of common stock.

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment is made to any holders of any shares of common stock, the holders of shares of Series A Redeemable Convertible Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Company’s capital stock whether such assets are capital, surplus, or earnings, an amount equal to $25.00 per share of Series A Redeemable Convertible Preferred Stock.

At September 30, 2019, 123,685 shares of Series A Redeemable Convertible Preferred Stock were outstanding. During the three and nine months ended September 30, 2019, 800 and 2,200 shares of Series A Redeemable Convertible Preferred Stock were redeemed, respectively. During the three and nine months ended September 30, 2018, 1,200 shares of Series A Redeemable Convertible Preferred Stock were redeemed.

b) Common stock

No shares of common stock were issued during the nine months ended September 30, 2019 and 2018.

c) Stock Options and Warrants

FASB ASC 718, Stock Compensation, requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.

Total estimated stock-based compensation expense, related to all of the Company’s stock-based awards, recognized for the three and nine months ended September 30, 2019 and 2018 was comprised as follows:

	Three months ended September 30,		Nine months ended September 30,
	2019	2018	2019	2018

Sales and marketing	$99,291	$99,291	$297,873	$297,873
General and administrative	2,700	9,368	8,100	34,768
Development	1,125	1,125	3,375	3,375
Stock based compensation expense	$103,116	$109,784	$309,348	$336,016

Common Stock Options and Warrants

There were 26,372,803 common stock warrants and options outstanding at September 30, 2019. No stock options or warrants to purchase common stock were granted or exercised during the nine months ended September 30, 2019 and 2018.

The following table summarizes our non-vested common stock option and warrant activity for the nine months ended September 30, 2019:

	Common Stock Options and Warrants	Weighted-Average Grant Date Exercise Price

Non-vested at January 1, 2019	6,225,000	$0.08
Vested during the period	(500,000)	$0.05
Non-vested at September 30, 2019	5,725,000	$0.08

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding at September 30, 2019:

	Common Stock Options and Warrants Outstanding			Common Stock Options and Warrants Exercisable
		Weighted
	Number	Average	Weighted	Number	Weighted
	Outstanding at	Remaining	Average	Exercisable at	Average
	September 30,	Contractual	Exercise	September 30,	Exercise
	2019	Life (Years)	Price	2019	Price

$0.03-0.10	26,372,803	9.6	$0.06	20,647,803	$0.05

At September 30, 2019, there was $93,507 of unrecognized compensation cost related to non-vested options and warrants granted to purchase common stock which is expected to be recognized over a weighted-average period of 2.8 years.

All stock options and warrants to purchase common stock have been granted with exercise prices equal to or greater than the market value of the underlying common shares on the date of grant. At September 30, 2019, the aggregate intrinsic value of options and warrants outstanding was $3,761,794. The aggregate intrinsic value of options and warrants exercisable was $3,087,169. The intrinsic value of stock options and warrants are calculated as the amount by which the market price of our common stock exceeds the exercise price of the option or warrant.

Preferred Stock Warrants

On December 28, 2017, the Company entered into a Compensation Agreement with David M. Shworan, the President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of Quotemedia, Inc., pursuant to which, in lieu of receiving a cash salary the Company will issue to Mr. Shworan warrants to purchase shares of Series A Redeemable Convertible Preferred Stock (“Compensation Preferred Stock Warrants”). Provided that Mr. Shworan is employed by or otherwise providing services to the Company or its subsidiaries on each of January 1, 2018 and 2019, the Company will issue to Mr. Shworan warrants to purchase up to 15,000 shares of Compensation Preferred Stock Warrants at an exercise price equal to $1.00 per share. A total of $90,000 and $270,000 of stock-based compensation expense was recognized related to the Compensation Preferred Stock Warrants during the three and nine months ended September 30, 2019 and 2018, respectively. At September 30, 2019, there was $90,000 of unrecognized compensation costs related to the 15,000 Compensation Preferred Stock Warrants granted on January 1, 2019 which are expected to be recognized over a weighted-average period of 0.25 years.

Also pursuant to the Compensation Agreement with Mr. Shworan, on December 28, 2017 the Company issued Mr. Shworan warrants to purchase up to 382,243 shares of Series A Redeemable Convertible Preferred Stock at an exercise price equal to $1.00 per share (“Liquidity Preferred Stock Warrant”). The Liquidity Preferred Stock Warrants only vest and become exercisable on the consummation of a Liquidity Event as defined in the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock. The probability of the liquidity event performance condition is not currently determinable or probable; therefore, no compensation expense has been recognized as of September 30, 2019. The probability is re-evaluated each reporting period. As of September 30, 2019, there was $9,173,832 in unrecognized stock-based compensation expense related to these Liquidity Preferred Stock Warrants. Since the Liquidity Preferred Stock Warrants only vest and become exercisable on the consummation of a Liquidity Event which is currently determined not to be probable, we are also unable to determine the weighted-average period over which the unrecognized compensation cost will be recognized.

The following table represents total preferred stock warrant activity for the nine months ended September 30, 2019:

	Preferred Stock Warrants	Weighted-Average Exercise Price

Outstanding at December 31, 2018	398,493	$1.00
Granted during the period	15,000	$1.00
Outstanding at September 30, 2019	413,493	$1.00

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table summarizes the total non-vested preferred stock warrant activity for the nine months ended September 30, 2019:

	Preferred Stock Warrants	Weighted-Average Exercise Price

Outstanding at December 31, 2018	382,243	$1.00
Granted during the period	15,000	$1.00
Vested during the period	(11,250)	$1.00
Outstanding at September 30, 2019	385,993	$1.00

The following table summarizes the weighted average remaining contractual life and exercise price of preferred stock warrants outstanding at September 30, 2019:

	Preferred Stock Warrants Outstanding			Preferred Stock Warrants Exercisable
		Weighted
	Number	Average	Weighted	Number	Weighted
	Outstanding at	Remaining	Average	Exercisable at	Average
	September 30,	Contractual	Exercise	September 30,	Exercise
	2019	Life (Years)	Price	2019	Price

$0.03-0.10	413,493	28.3	$1.00	27,500	$1.00

No preferred stock warrants were exercised for the nine months ended September 30, 2019 and 2018. At September 30, 2019, the total aggregate intrinsic value of preferred stock warrants outstanding was $9,923,832. The aggregate intrinsic value of preferred stock warrants exercisable was $660,000. The intrinsic value of our preferred stock warrants is calculated as the amount by which the liquidation value of our Series A Redeemable Convertible Preferred Stock ($25) exceeds the exercise price of the warrant ($1).

7. EARNINGS PER SHARE

Basic net income per share is computed by dividing net income during the period by the weighted-average number of common shares outstanding, excluding the dilutive effects of common stock equivalents. Common stock equivalents include redeemable convertible preferred stock, stock options and warrants. Diluted net income per share is computed by dividing net income by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated using the treasury stock method by adding to the weighted shares outstanding any potential shares of common stock from outstanding redeemable convertible preferred stock, stock options and warrants that are in-the-money. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, the calculation of basic and dilutive loss per share results in the same value. The calculations for basic and diluted net income per share for the three and nine months ended September 30, 2019 and 2018 are as follows:

	Three months ended September 30,		Nine months ended September 30,
	2019	2018	2019	2018

Net income	$155,928	$208,484	$471,345	$329,181

Weighted average common shares used
to calculate net income per share	90,477,798	90,477,798	90,477,798	90,477,798
Stock options and warrants to purchase
common stock	16,695,421	13,529,272	15,099,817	11,099,671
Weighted average common shares used
to calculate diluted net income per share	107,173,219	104,007,070	105,577,615	101,577,469

Net income per share – basic	$0.00	$0.00	$0.01	$0.00
Net income per share - diluted	$0.00	$0.00	$0.00	$0.00

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The number of shares of potentially dilutive common stock related to options, warrants and redeemable convertible preferred stock that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three and nine months ended September 30, 2019 and 2018 are shown below:

	Three months ended September 30,		Nine months ended September 30,
	2019	2018	2019	2018

Stock options and warrants to purchase
common stock	-	-	-	4,000,000
Warrants to purchase redeemable
convertible preferred stock	2,604,063	1,354,113	2,604,063	1,354,113
Redeemable convertible preferred stock	10,306,671	10,539,995	10,306,671	10,539,995
Total potential common shares excluded	12,910,734	11,894,108	12,910,734	15,894,108

ITEM 2. Management’s Discussion and Analysis

The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this report. We caution readers regarding certain forward looking statements in the following discussion, elsewhere in this report, and in any other statements, made by, or on behalf of our company, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, our company. Uncertainties and contingencies that might cause such differences include those risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2018 and other reports filed from time to time with the SEC.

We disclaim any obligation to update forward-looking statements. All references to “we”, “our”, “us”, or “QuoteMedia” refer to QuoteMedia, Inc., and its predecessors, operating divisions, and subsidiaries.

This report should be read in conjunction with our Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission.

Overview

We are a developer of financial software and a distributor of market data and research information to online brokerages, clearing firms, banks, media properties, public companies and financial service corporations worldwide. Through the aggregation of information from many direct data, news, and research sources, we offer a comprehensive range of solutions for all market-related information provisioning requirements.

We have three general product lines: Interactive Content and Data Applications, Data Feed Services, and Portfolio Management Systems. For financial reporting purposes, our product categories share similar economic characteristics and share costs; therefore, they are combined into one reporting segment.

Our Interactive Content and Data Applications consist of a suite of software applications that provide publicly traded company and market information to corporate clients via the Internet. Products include stock market quotes, fundamentals, historical and interactive charts, company news, filings, option chains, insider transactions, corporate financials, corporate profiles, screeners, market research information, investor relations provisions, level II, watch lists, and real-time quotes. All of our content solutions are completely customizable and embed directly into client Web pages for seamless integration with existing content. We are continuing to develop and launch new modules of QModTM, our new proprietary Web delivery system. QMod was created for secure market data provisioning as well as ease of integration and unlimited customization. Additionally, QMod delivers search engine optimized (SEO) ready responsive content designed to adapt on the fly when rendered on mobile devices or standard Web pages – automatically resizing and reformatting to fit the device on which it is displayed.

Our Data Feed Services consist of raw streaming real-time market data delivered over the Internet or via dedicated telecommunication lines, and supplemental fundamental, historical, and analytical data, keyed to the same symbology, which provides a complete market data solution offered to our customers. Currently, QuoteMedia’s Data Feed services include complete coverage of North American exchanges and over 70 exchanges worldwide. For financial reporting purposes, Data Feed Services revenue is included in the Interactive Content and Data Applications revenue totals.

Our Portfolio Management Systems consist of QuotestreamTM, Quotestream Mobile, Quotestream Professional, and our Web Portfolio Management systems. Quotestream Desktop is an Internet-based streaming online portfolio management system that delivers real-time and delayed market data to both consumer and corporate markets. Quotestream has been designed for syndication and private branding by brokerage, banking, and Web portal companies. Quotestream’s enhanced features and functionality – most notably tick-by-tick true streaming data, significantly enhanced charting features, and a broad range of additional research and analytical content and functionality – offer a professional-level experience to nonprofessional users.

Quotestream Professional is specifically designed for use by financial services professionals, offering exceptional coverage and functionality at extremely aggressive pricing. Quotestream Professional features broad market coverage, reliability, complete flexibility, ultra-low-latency tick-by-tick data, as well as completely customizable screens, advanced charting, comprehensive technical analysis, news and research data.

Quotestream Mobile is a true companion product to the Quotestream desktop products (Quotestream and Quotestream Professional) – any changes made to portfolios in either the desktop or mobile application are automatically reflected in the other.

A key feature of QuoteMedia’s business model is that all of our product lines generate recurring monthly licensing revenue from each client. Contracts to license Quotestream to our corporate clients, for example, typically have a term of one to three years and are automatically renewed unless notice is given at least 90 days prior to the expiration of the current license term. We also generate Quotestream revenue through individual end-user licenses on a monthly or annual subscription fee basis. Interactive Content and Data Applications and Market Data Feeds are licensed for a monthly, quarterly, annual, or semi-annual subscription fee. Contracts to license our Financial Data Products and Data Feeds typically have a term of one to three years and are automatically renewed unless notice is given 90 days prior to the expiration of the contract term.

Business environment and trends

The global financial markets have experienced extreme volatility and disruption in recent years. As a result, financial institutions globally have acted to control or reduce operational spending. While in some areas the anticipated impact of current market conditions may lead to a decision to reduce demand for market data and related services, we expect overall spending on financial information services will grow modestly over the next several years.

The Canadian dollar depreciated 1.0% and 3.2% when comparing average exchange rates for the three and nine months ended September 30, 2019 and 2018. The exchange rate fluctuation decreased both Canadian dollar revenues and expenses once translated into U.S. dollars for the three and nine months ended September 30, 2019 when compared to the same periods in 2018 but had a minimal impact on our net income.

Our revenue grew 5% and 7% when comparing the three and nine months ended September 30, 2019 to the comparative periods in 2018. We expect our positive revenue growth to continue for the remainder of 2019 and into 2020.

Plan of operation

For the remainder of 2019 and for 2020 we will maintain our focus on marketing Quotestream for deployments by brokerage firms to their retail clients and continue our expansion into the investment professional market with Quotestream Professional. We also plan to continue the growth of our Data Feed Services client base, particularly through the addition of major new international data feed coverage, as well as new data delivery products.

QuoteMedia will continue to focus on increasing the sales of its Interactive Content and Data Applications, particularly in the context of large-scale enterprise deployments encompassing solutions ranging across several product lines. QMod is a major component of this strategy, given the broad demand for mobile-ready, SEO-friendly Web content.

Important development projects for the remainder of 2019 and 2020 include broad expansion of data and news coverage, including the addition of a wide array of international exchange data and news and video feeds, expansion of fixed-income coverage, and the introduction of several new and upgraded market information products.

New deployments of our trade integration capabilities, which allow our Quotestream applications to interact with our brokerage clients’ back-end trade execution and reporting platforms (enabling on-the-fly trade execution and tracking of holdings) are underway and will continue to be a priority in the coming year.

Opportunistically, efforts will be made to evaluate and pursue the development of additional new products that may eventually be commercialized by our company. Although not currently anticipated, we may require additional capital to execute our proposed plan of operation. There can be no assurance that such additional capital will be available to our company on commercially reasonable terms or at all.

Our future performance will be subject to a number of business factors, including those beyond our control, such as a continuation of market uncertainty and evolving industry needs and preferences, as well as the level of competition and our ability to continue to successfully market our products and technology. There can be no assurance that we will be able to successfully implement our marketing strategy, continue our revenue growth, or achieve profitable operations.

Results of Operations

Revenue

Three months ended September 30,	2019	2018	Change ($)	Change (%)

Corporate Quotestream	$944,122	$886,833	$57,289	6%
Individual Quotestream	458,338	451,618	6,720	1%
Total portfolio management systems	1,402,460	1,338,451	64,009	5%

Interactive content and data applications	1,560,712	1,473,421	87,291	6%

Total licensing revenue	$2,963,172	$2,811,872	$151,300	5%

Nine months ended September 30,	2019	2018	Change ($)	Change (%)

Corporate Quotestream	$2,864,166	$2,633,853	$230,313	9%
Individual Quotestream	1,383,196	1,395,666	(12,470)	(-1%)
Total portfolio management systems	4,247,362	4,029,519	217,843	5%

Interactive content and data applications	4,571,275	4,248,163	323,112	8%

Total licensing revenue	$8,818,637	$8,277,682	$540,955	7%

Total licensing revenue increased 5% and 7% when comparing the three and nine months ended September 30, 2019 and 2018.

Our Portfolio Management System revenue increased by 5% when comparing the three and nine-month periods ended September 30, 2019 and 2018, due to increases in Corporate Quotestream Revenue.

Corporate Quotestream revenue increased 6% and 9% for the three and nine-month periods ended September 30, 2019 from the comparative periods in 2018 due to new contracts signed and increases in the number of subscribers for existing clients.

Individual Quotestream revenue remained relatively unchanged from the comparative 2018 periods, increasing 1% and decreasing 1% for the three and nine months ended September 30, 2019, respectively. Increases in the number of Individual Quotestream subscribers were offset by decreases in the average revenue per subscriber from the comparative periods. This was mainly due to foreign exchange fluctuations as 55% of our Individual Quotestream revenue is earned in Canadian dollars and the Canadian dollar depreciated 1.0% and 3.2% when comparing average exchange rates for the three and nine months ended September 30, 2019 and 2018.

Interactive Content and Data Application revenue increased 6% and 8% when comparing the three and nine-month periods ended September 30, 2019 and 2018, mainly attributable to an increase in the average revenue per client. The increase in average revenue per client results from the launch of new products such as QMod, our new proprietary Web delivery system, the expansion of our data coverage, as well as the general strengthening of our financial position, all of which have allowed us to attract larger clients.

Cost of Revenue and Gross Profit Summary

Three months ended September 30,	2019	2018	Change ($)	Change (%)

Cost of revenue	$1,429,308	$1,354,498	$74,810	6%
Gross profit	$1,533,864	$1,457,374	$76,490	5%
Gross margin %	52%	52%

Nine months ended September 30,	2019	2018	Change ($)	Change (%)

Cost of revenue	$4,355,110	$4,140,222	$214,888	5%
Gross profit	$4,463,527	$4,137,460	$326,067	8%
Gross margin %	51%	50%

Our cost of revenue consists of fixed and variable stock exchange fees and data feed provisioning costs. Cost of revenue also includes amortization of capitalized internal-use software costs. We capitalize the costs associated with developing new products during the application development stage.

Cost of revenue increased 6% and 5% when comparing the three and nine-month periods ended September 30, 2019 and 2018. The increase in cost of revenue was mainly due to new and increased fees levied by our content providers. It is also due to an increase in the amortization of capitalized internal-use software costs related to the increase in capitalized development costs in 2019.

Overall, our cost of revenue remained relatively unchanged as a percentage of sales, as evidenced by our gross margin percentage which increased to 52% and 51% for the three and nine months ended September 30, 2019 compared to 52% and 50% in the comparative 2018 periods.

Operating Expenses Summary

Three months ended September 30,	2019	2018	Change ($)	Change (%)

Sales and marketing	$463,929	$470,312	$(6,383)	(1%)
General and administrative	600,329	477,231	123,098	26%
Software development	311,028	289,678	21,350	7%
Total operating expenses	$1,375,286	$1,237,221	$138,065	11%

Nine months ended September 30,	2019	2018	Change ($)	Change (%)

Sales and marketing	$1,393,929	$1,406,300	$(12,371)	(1%)
General and administrative	1,646,388	1,515,824	130,564	9%
Software development	923,218	878,336	44,882	5%
Total operating expenses	$3,963,535	$3,800,460	$163,075	4%

Sales and Marketing

Sales and marketing consists primarily of sales and customer service salaries, investor relations, travel and advertising expenses. Sales and marketing expenses remained relatively unchanged from the comparative period, decreasing 1% when compared to the three and nine-month periods ended September 30, 2019 and 2018.

General and Administrative

General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses increased 26% and 9% when comparing the three and nine-month periods ended September 30, 2019 and 2018. Increases were due to increases in salary, health benefit and recruiting expenses due to the hiring of additional personnel in July 2019. We also incurred increased investor relations expenses from the comparative periods.

Software Development

Software development expenses consist primarily of costs associated with the design, programming, and testing of our software applications during the preliminary project stage. Software development expenses also include costs incurred to maintain our software applications.

Software development expenses increased 7% and 5% for the three and nine-month periods ended September 30, 2019 when compared to the same periods in 2018. The increase was mainly due to hiring additional development personnel since the comparative period.

We capitalized $346,949 and $1,007,189 of development costs for the three and nine month periods ended September 30, 2019, compared to $224,045 and $654,827 for the same periods in 2018. These costs relate to the development of application software used by subscribers to access, manage, and analyze information in our databases. Capitalized costs associated with application software are amortized over their estimated economic life of three years. The increase in capitalized development costs from the comparative period is due to new projects outsourced to a third-party software development firm in 2019.

Other Income and (Expense) Summary

Three months ended September 30,	2019	2018

Foreign exchange gain (loss)	$(543)	$(8,925)
Interest expense	(1,349)	(1,980)
Total other income and (expenses)	$(1,892)	$(10,905)

Nine months ended September 30,	2019	2018

Foreign exchange gain (loss)	$(21,857)	$(725)
Interest expense	(4,533)	(4,765)
Total other income and (expenses)	$(26,390)	$(5,490)

Foreign Exchange Gain (Loss)

Foreign exchange gains and losses arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars. We have a net Canadian dollar liability; therefore, we incur a foreign exchange gain when the Canadian dollar depreciates from the period beginning date, and a loss when the Canadian dollar appreciates. Gains and losses arising from exchange rate fluctuations between transaction and settlement dates for foreign currency denominated transactions are also included in foreign exchange gains and losses.

We incurred a small foreign exchange loss of $543 for the three months ended September 30, 2019 as the Canadian dollar remained relatively unchanged versus the U.S. dollar when comparing the foreign exchange rates at September 30, 2019 to the rates at June 30, 2019. We incurred a foreign exchange loss of $8,925 for the same period in 2018 when the Canadian dollar appreciated 1.8% versus the U.S. dollar.

The Canadian dollar appreciated 2.9% versus the U.S. dollar when comparing the foreign exchange rate at September 30, 2019 to the rate at December 31, 2018 resulting in a foreign exchange loss of $21,857 for the nine months ended September 30, 2018. We incurred a foreign exchange loss of $725 for the same period in 2018 arising from exchange rate fluctuations between transaction and settlement dates for foreign currency denominated transactions, offset by a re-measurement gain resulting from the Canadian dollar depreciated 2.8% versus the U.S. dollar.

Interest Expense

Interest expense relates primarily to the interest expense associated with our finance leases and was relatively unchanged from the comparative periods. Interest expense of $1,349 and $4,533 was incurred for the three and nine months ended September 30, 2019, compared to $1,980 and $4,765 incurred in the same 2018 periods.

Provision for Income Taxes

For the three and nine month periods ended September 30, 2019, the Company recorded Canadian income tax expense of $758 and $2,257 compared to $764 and $2,329 in the comparative periods in 2018.

Net Income for the Period

As a result of the foregoing, net income for the three and nine months ended September 30, 2019 was $155,928 and $471,345 compared to net income of $208,484 and $329,181 for the three and nine months ended September 30, 2018. Basic and diluted earnings per share were $0.00 and $0.01 for the three and nine month periods ended September 30, 2019, and $0.00 for the three and nine months period ended September 30, 2018, respectively.

Liquidity and Capital Resources

Our cash totaled $974,721 at September 30, 2019, as compared with $810,332 at December 31, 2018, an increase of $164,389. Net cash of $1,570,066 was provided by operations for the nine months ended September 30, 2019, primarily due to the net income during the period adjusted for non-cash charges and the increase in accounts payable, offset by the increase in accounts receivable. Net cash used in investing activities for the nine months ended September 30, 2019 was $1,329,313 resulting primarily from capitalized application software costs and the purchase of new computer equipment. Cash used in financing activities for the nine months ended September 30, 2019 was $76,364 related to the redemption of 2,200 shares of preferred stock and the repayment of capital lease financing.

We have a working capital deficit of $577,472 as of September 30, 2019, however current liabilities include $625,176 in deferred revenue and the expected costs necessary to realize the deferred revenue are minimal.

Based on the factors discussed above, we believe that our cash on hand and cash generated from operations will be sufficient to fund our current operations for a period of one year after issuance of these Financial Statements. However, to implement our business plan may require additional financing. Additional financings may come from future equity or debt offerings that could result in dilution to our stockholders. Further, current adverse capital and credit market conditions could limit our access to capital. We may be unable to raise capital or bear an unattractive cost of capital that could reduce our financial flexibility.

ITEM 4. Controls and Procedures

Under the supervision and with the participation of our Chairman of the Board and Chairman of the Audit Committee, Chief Executive Officer and Chief Financial Officer, we completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, we and our management have concluded that our disclosure controls and procedures at September 30, 2019 were effective at the reasonable assurance level to ensure that information required to be disclosed by us 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 rules and forms of the SEC, and are designed to ensure that information required to be disclosed by us in these reports is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosures. In the nine months ended September 30, 2019, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

We will consider further actions and continue to evaluate the effectiveness of our disclosure controls and internal controls and procedures on an ongoing basis, taking corrective action as appropriate. Management does not expect that disclosure controls and procedures or internal controls can prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. While management believes that its disclosure controls and procedures provide reasonable assurance that fraud can be detected and prevented, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

ExhibitNumber		Description of Exhibit

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUOTEMEDIA, INC.

Date: November 12, 2019	By:	/s/ Keith J. Randall
		Keith J. Randall
		Chief Executive Officer and Chief Financial Officer
		(Duly authorized officer and principal financial officer)