10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 (Mark one)

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

For the quarterly period ended September 30, 2014

OR

o 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 x No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required 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 x 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” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The Registrant has 90,444,162 shares of common stock outstanding as at November 7, 2014.

QUOTEMEDIA, INC.

FORM 10-Q for the Quarter Ended September 30, 2014

INDEX

		Page
Part I.	Financial Information
Item 1.	Financial Statements (unaudited):	3
	Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 4.	Controls and Procedures	20
Part II.	Other Information
Item 6.	Exhibits	21
Signatures		22

2

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash	$	526,864		$	425,899
Accounts receivable, net of allowance for doubtful accounts of $90,000 and $200,000 at September 30, 2014 and December 31, 2013, respectively		446,596			538,995
Prepaid expenses		43,526			42,017
Other current assets		30,271			305,603
Total current assets		1,047,257			1,312,514
Deposits		20,140			20,962
Property and equipment, net		1,471,882			1,377,625
Goodwill		110,000			110,000
Intangible assets		83,952			88,405
Total assets	$	2,733,231		$	2,909,506
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,306,409		$	1,258,374
Deferred revenue		599,999			543,507
Total current liabilities		1,906,408			1,801,881
Long-term portion of amounts due to related parties		8,164,207			7,380,675
Stockholders’ deficit:
Preferred stock, nondesignated, 10,000,000 shares authorized, none issued		-			-
Common stock, $0.001 par value, 150,000,000 shares authorized, 90,444,162 and 90,444,162 shares issued and outstanding		90,445			90,445
Additional paid-in capital		8,940,381			8,930,743
Accumulated deficit		(16,368,210	)		(15,294,238	)
Total stockholders’ deficit		(7,337,384	)		(6,273,050	)
Total liabilities and stockholders’ deficit	$	2,733,231		$	2,909,506

See accompanying notes

3

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Revenue	$	2,292,698		$	2,395,733		$	6,795,721		$	7,160,432
Cost of revenue		1,280,244			1,298,590			3,793,020			3,904,274
Gross profit		1,012,454			1,097,143			3,002,701			3,256,158
Operating expenses
Sales and marketing		390,343			415,270			1,211,203			1,241,560
General and administrative		471,243			493,039			1,529,605			1,545,308
Software development		250,612			233,133			793,784			832,446
		1,112,198			1,141,442			3,534,592			3,619,314
Operating loss		(99,744	)		(44,299	)		(531,891	)		(363,156	)
Other income and (expense)
Foreign exchange gain (loss)		58,995			(17,901	)		36,410			31,834
Interest expense (related party)		(198,903	)		(175,381	)		(575,748	)		(510,693	)
		(139,908	)		(193,282	)		(539,338	)		(478,859	)
Loss before income taxes		(239,652	)		(237,581	)		(1,071,229	)		(842,015	)
Provision for income taxes		(919	)		(961	)		(2,743	)		(2,930	)
Net loss	$	(240,571	)	$	(238,542	)	$	(1,073,972	)	$	(844,945	)
Loss per share
Basic and diluted loss per share		(0.00	)		(0.00	)		(0.01	)		(0.01	)
Weighted average shares outstanding
Basic and diluted		90,444,162			90,039,311			90,444,162			89,596,430

See accompanying notes

4

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine months ended September 30,
	2014			2013
Operating activities:
Net loss	$	(1,073,972	)	$	(844,945	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		636,407			601,513
Bad debt expense		23,988			152,461
Stock-based compensation expense		9,638			7,281
Changes in assets and liabilities:
Accounts receivable		68,411			(95,972	)
Prepaid expenses		(1,509	)		18,728
Other current assets		275,332			(33,078	)
Deposits		822			688
Accounts payable and amounts due to related parties		831,567			581,914
Deferred revenue		56,492			79,740
Net cash provided by operating activities		827,176			468,330
Investing activities:
Purchase of fixed assets		(100,511	)		(73,136	)
Purchase of intangible assets		-			(2,380	)
Capitalized application software		(625,700	)		(603,496	)
Net cash used in investing activities		(726,211	)		(679,012	)
Net increase (decrease) in cash		100,965			(210,682	)
Cash and equivalents, beginning of period		425,899			658,100
Cash and equivalents, end of period	$	526,864		$	447,418

See accompanying notes

5

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 financial statements, the Company evaluated subsequent events after the balance sheet date of September 30, 2014 through the filing of this report.

These financial statements should be read in conjunction with our financial statements and the notes thereto for the fiscal year ended December 31, 2013 contained in our Form 10-K filed with the Securities and Exchange Commission dated March 28, 2014.

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 income in the period in which they occur.

6

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

d) Accounting Pronouncements

New Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), which makes amendments to the codification topic 718, Accounting for Share-Based Payments, when the terms of an award provide that a performance target could be achieved after the requisite service period. The new accounting standards update becomes effective for the Company on January 1, 2016. The Company does not expect that this guidance will have an impact on its financial position, results of operations or cash flows as the Company does not currently have any outstanding awards with a performance target that could be achieved after the requisite service period.

In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties About an Entity's Ability to Continue as a Going Concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

3.  FINANCIAL INSTRUMENTS

a) Fair value of financial instruments

FASB ASC 820, Fair Value Measurements and Disclosures establishes three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities (referred to as Level 1), observable inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).

From time to time we utilize forward contracts that are measured at fair market value on a recurring basis based on Level 2 inputs. The fair market values for forward contracts at September 30, 2014 and December 31, 2013 were liabilities of $4,400 and $6,535, respectively, and were included in accrued liabilities.

7

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

b) Derivative instruments

A significant portion of our expenses are paid in Canadian dollars; therefore, changes to the exchange rate between the U.S. and Canadian dollar affect our operating results. To manage this exchange rate risk, from time to time we utilize forward contracts to purchase Canadian dollars. Our Company policy limits contracts to maturities of one year or less from the date of issuance. We do not enter into foreign exchange forward contracts for trading purposes.

We account for derivatives and hedging activities in accordance with FASB ASC 815, Derivatives and Hedging, which requires that all derivative instruments be recorded on the balance sheet at their respective fair values. The accounting for changes in the fair value of a derivative instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship.

We have chosen not to elect hedge accounting for these forward contracts; therefore, changes in fair value for these instruments are immediately recognized in earnings and included in our foreign exchange gain (loss). The fluctuations in the value of these forward contracts do, however, generally offset the impact of changes in the value of the underlying risk that they are intended to economically hedge.

The following table provides gross notional value of foreign currency derivative financial instruments and the related net asset or liability. The table presents the notional amount (at contract exchange rates) and the fair value of the derivatives in U.S. dollars:

	September 30, 2014					December 31, 2013
	Notional Amount		Net Asset (Liability)			Notional Amount		Net Asset (Liability)
Forward contracts	$	200,000	$	(4,400	)	$	300,000	$	(6,535	)

We are required to maintain a margin deposit with a foreign exchange corporation based on the value of the forward contracts outstanding. Margin deposits totaling $11,000 and $16,900 are included in other current assets on our September 30, 2014 and December 31, 2013 balance sheets, respectively.

8

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4.  RELATED PARTIES

The following table summarizes amounts due to related parties at September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
Purchase of business unit	$	175,350	$	182,910
Computer hosting services		33,806		13,931
Office rent		1,027,672		995,215
Other		17,276		17,276
Loan		841,078		790,983
Lead generation services		1,132,212		1,050,729
Due to Management		4,936,813		4,329,631
	$	8,164,207	$	7,380,675

As a matter of policy, all related party transactions are subject to review and approval by the Company’s Board of Directors. All repayments of amounts due to related parties must be approved by our Board of Directors. Repayments are subject to our company having sufficient cash on hand and are intended not to impair continuing business operations. All amounts due to related parties have been classified as non-current liabilities as we do not expect to make any repayments within a year of the September 30, 2014 balance sheet date. Our related party creditors have agreed to these repayment terms.

5.  STOCK-BASED COMPENSATION

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, 2014 and 2013 was comprised as follows:

	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
Sales and marketing	$	1,899	$	426	$	3,635	$	1,278
General and administrative		2,001		2,001		6,003		6,003
Total stock-based compensation	$	3,900	$	2,427	$	9,638	$	7,281

At September 30, 2014 there was $28,006 of unrecognized compensation cost related to non-vested share-based payments which is expected to be recognized over a weighted-average period of 1.57 years.

9

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We calculate the fair value of stock options and warrants granted under the provisions of FASB ASC 718 using the Black-Scholes valuation model with the following assumptions:

	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014			2013
Expected dividend yield		N/A		N/A		-			N/A
Expected stock price volatility		N/A		N/A		206	%		N/A
Risk-free interest rate		N/A		N/A		4	%		N/A
Expected life of options		N/A		N/A		5.86			N/A
Weighted average fair value of options and warrants granted		N/A		N/A	$	0.03			N/A

The following table represents stock option and warrant activity for the nine months ended September 30, 2014:

			Weighted-
	Options and		Average
	Warrants		Exercise Price
Outstanding at December 31, 2013		12,027,803	$	0.05
Stock options granted		350,000	$	0.03
Outstanding at September 30, 2014		12,377,803	$	0.05

10

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table summarizes our non-vested stock option and warrant activity for the nine months ended September 30, 2014:

				Weighted-
	Options and			Average Grant
	Warrants			Date Fair Value
Non-vested stock options and warrants at
December 31, 2013		375,551		$	0.04
Stock options granted		350,000		$	0.03
Vested during the period		(329,179	)	$	0.04
Non-vested stock options and warrants at
September 30, 2014		396,372		$	0.04

								Options and Warrants
		Options and Warrants Outstanding						Exercisable
				Weighted
		Number		Average		Weighted		Number		Weighted
		Outstanding at		Remaining		Average		Exercisable at		Average
		September 30,		Contractual		Exercise		September 30,		Exercise
		2014		Life		Price		2014		Price
$	0.03-0.10		11,877,803		1.62	$	0.04		11,481,431	$	0.04
$	0.11-0.40		500,000		0.13	$	0.40		500,000	$	0.40

As at September 30, 2014 all stock options and warrants have been granted with exercise prices equal to or greater than the market value of the underlying common shares on the date of grant.

The options and warrants outstanding and exercisable at September 30, 2014 had no intrinsic value. 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.

6.  LOSS PER SHARE

The basic and diluted net loss per share was $(0.00) and $(0.00) per share for the three months ended September 30, 2014 and 2013, respectively. The basic and diluted net loss per share was $(0.01) and $(0.01) per share for the nine months ended September 30, 2014 and 2013, respectively. There were 12,377,803 stock options and warrants excluded from the calculation of dilutive loss per share for the three and nine months ended September 30, 2014, because they were anti-dilutive. There were 13,727,803 stock options and warrants excluded from the calculation of dilutive loss per share for the comparative three and nine months ended September 30, 2013, because they were anti-dilutive.

11

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, 2013 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, 2013 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: Data Feed Services, Interactive Content and Data Applications, and Portfolio Management Systems.

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 to be offered to our customers. Currently, QuoteMedia’s Data Feed services include complete coverage of North American exchanges and over 70 exchanges worldwide.

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.

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Our Portfolio Management Systems consist of Quotestream, 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 designed specifically for use by financial services professionals and their support personnel, 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 biannual 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.

On average, the U.S. dollar exchange rate has appreciated versus the Canadian dollar since the comparative periods in 2013. This has resulted in lowering both our reported Canadian dollar revenues and expenses in 2014 compared to 2013 once translated into U.S. dollars. Approximately 29% of our revenues and 36% of our expenses are in Canadian dollars, so while the appreciation of the U.S. dollar has lowered revenue figures compared to 2013, it also has positively impacted our bottom line in 2014.

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Plan of operation

For the remainder of 2014 and for 2015 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. Our deployment of native applications for the iPhone, Android and Blackberry mobile devices is an important new development that we are planning to exploit this year. We also plan to continue the growth of our Data Feed Services client base and to increase 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. Broad expansion of data and news coverage is also an ongoing priority.

Important new development projects for remainder of 2014 and for 2015 include completion of trade integration capabilities, allowing our Quotestream to interact with our brokerage clients’ back-end trade execution and reporting platforms to enable on-the-fly trade execution and tracking of holdings. Additionally, we will be adding transactional and enhanced reporting functionality to our portfolio management systems and launching new Web content solutions and data feed products using new dynamically updating data delivery mechanisms, proprietary content libraries and advanced HTML5 solutions.

One of our larger clients, Penson Worldwide Inc., filed for Chapter 11 protection in January 2013. The loss of revenue from the Penson Worldwide Inc. contract and its affiliate companies negatively impacted our revenue growth in 2013 and continued to impact our growth for the remainder of 2014. Revenue in 2014 was also negatively impacted by the strength of the U.S. dollar versus the Canadian dollar as discussed above; however, based on new product deployments that have been recently completed or are near completion, we anticipate that we will return to positive revenue growth in 2015.

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.

14

Results of Operations

Revenue

	2014		2013		Change ($)			Change (%)
Three months ended September 30,
Corporate Quotestream	$	697,430	$	742,346	$	(44,916	)		(6	)%
Individual Quotestream		436,366		429,280		7,086			2	%
Total Portfolio Management Systems		1,133,796		1,171,626		(37,830	)		(3	)%
Interactive Content and Data Applications		1,158,902		1,224,107		(65,205	)		(5	)%
Total Licensing Revenue	$	2,292,698	$	2,395,733	$	(103,035	)		(4	%)

Nine months ended September 30,

Corporate Quotestream	$	2,008,673	$	2,224,667	$	(215,994	)	(10	)%
Individual Quotestream		1,312,185		1,246,076		66,109		5	%
Total Portfolio Management Systems		3,320,858		3,470,743		(149,885	)	(4	)%
Interactive Content and Data Applications		3,474,863		3,689,689		(214,826	)	(6	)%
Total Licensing Revenue	$	6,795,721	$	7,160,432	$	(364,711	)	(5	)%

Licensing revenue has decreased 4% and 5% when comparing the three and nine months ended September 30, 2014 and 2013. Our revenue was negatively impacted by the change in average exchange rates from the comparatives periods in 2013. The U.S. dollar has appreciated an average of 4.7% and 6.8% versus the Canadian dollar for the three and nine months ending September 30, 2014 compared to the same periods in 2013. This resulted in lowering our reported Canadian dollar revenues by approximately $30,000 and $132,000 for the three and nine month periods ending September 30, 2014 once translated into U.S. dollars.

Our Portfolio Management System revenue decreased by a total of $37,830 (3%) when comparing the three month periods ended September 30, 2014 and 2013. Portfolio Management System revenue decreased by a total of $149,885 (4%) when comparing the nine month periods ended September 30, 2014 and 2013.

Corporate Quotestream revenue decreased $44,916 (6%) for the three month period ended September 30, 2014 from the comparative period in 2013. Corporate Quotestream revenue decreased $215,994 (10%) when comparing the nine month periods ended September 30, 2014 and 2013. One of our larger clients, Penson Worldwide Inc., filed for Chapter 11 protection in January 2013. We lost the revenue from the Penson Worldwide Inc. contract in the first quarter of 2013, and lost the revenue from its affiliate companies in July 2013 which negatively impacted our results for the first three quarters of 2014 versus the comparative periods in 2013.

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Individual Quotestream revenue increased $7,086 (2%) and $66,109 (5%) from the three and nine month comparative periods in 2013, resulting mainly from an increase in the number of subscribers from the comparative periods.

Interactive Content and Data Application revenue decreased $65,205 (5%) when comparing the three month periods ended September 30, 2014 and 2013. Interactive Content and Data Application revenue decreased $214,826 (6%) when comparing the nine month periods ended September 30, 2014 and 2013. The decreases are due to a decrease in the average monthly dollar value of our Interactive Content and Data Application client contracts.

Cost of Revenue and Gross Profit Summary

		2014			2013			Change ($)		Change (%)
Three months ended September 30,
Cost of revenue	$	1,280,244		$	1,298,590		$	(103,965	)	(1	)%
Gross profit	$	1,012,454		$	1,097,143		$	(84,689	)	(8	)%
Gross margin %		44	%		46	%

Nine months ended September 30,

Cost of revenue	$	3,793,020		$	3,904,274		$	(111,254	)	(3	)%
Gross profit	$	3,002,701		$	3,256,158		$	(253,457	)	(8	)%
Gross margin %		44	%		45	%

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 application software costs. We capitalize the costs associated with developing new products once technological feasibility has been established.

Cost of revenue decreased 1% and 3% when comparing the three and nine month periods ended September 30, 2014 and 2013. The decreases are primarily due to decreases in variable stock exchange fees resulting from losing some larger Quotestream clients as discussed above. The decreases are also due to negotiating more favorable terms for our data feeds and lines. The decreases were offset by increased fixed fees levied by a number of stock exchanges since the comparable periods.

Overall, the cost of revenue remained relatively unchanged as a percentage of sales, as evidenced by our gross margin percentages of 44% and 44% for the three and nine month periods ended September 30, 2014 compared to 46% and 45% in the respective periods in 2013.

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Operating Expenses Summary

	2014		2013		Change ($)			Change (%)
Three months ended September 30,
Sales and marketing	$	390,343	$	415,270	$	(24,927	)		(6	)%
General and administrative		471,243		493,039		(21,796	)		(4	)%
Software development		250,612		233,133		17,479			7	%
Total operating expenses	$	1,112,198	$	1,141,442	$	(29,244	)		(3	)%

Nine months ended September 30,
Sales and marketing	$	1,211,203	$	1,241,560	$	(30,357	)	(2	)%
General and administrative		1,529,605		1,545,308		(15,703	)	(1	)%
Software development		793,784		832,446		(38,662	)	(5	)%
Total operating expenses	$	3,534,592	$	3,619,314	$	(84,722	)	(2	)%

Sales and Marketing

Sales and marketing consists primarily of sales and customer service salaries, investor relations, travel and advertising expenses. Sales and marketing expenses decreased $24,927 (6%) and $30,357 (2%) for the three and nine month periods ended September 30, 2014. The decreases for the three and nine month periods ending September 30, 2014 are due mainly to the appreciation of the U.S. dollar, as the U.S. dollar appreciated an average of 4.7% and 6.8% versus the Canadian dollar when compared to the same periods in 2013 and our sales and marketing expenses are incurred mainly in Canadian dollars.

General and Administrative

General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses remained relatively unchanged, decreasing $21,796 (4%) and $15,703 (1%) for the three and nine month periods ended September 30, 2014 when compared to the same periods in 2013.

The decreases from the comparative periods was mainly due to a decrease in bad debt expense, as we were able to recover some significant accounts receivable balances that had been previously written off. The decrease for the nine month period ended September was offset by customer service outsourcing expenses. Starting in July 2013, we outsourced our level 1 customer service functions. Prior to outsourcings customer service functions, level 1 customer service functions were performed internally and included in development expenses. This outsourcing agreement was terminated effective May 31, 2014 and customer service functions were moved back in house.

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Software Development

Software development expenses consist primarily of costs associated with the design, programming, and testing of our software applications prior to the establishment of technological feasibility. Software development expenses also include costs incurred to maintain our software applications.

Software development expenses increased $17,479 (7%) for the three month period ended September 30, 2014 and decreased $38,662 (5%) for the nine month period ended September 30, 2014 when compared to the same periods in 2013.

The 7% increase for the three month period ended September 30, 2014 was due to the termination of our agreement to outsource our level 1 customer service functions effective May 31, 2014. We added development personnel in June 2014 to perform all customer service functions internally. Customer service outsourcing expense was recorded in General and Administrative expense. The increase was offset by the 4.7% average appreciation of the U.S. dollar from the comparative period, as our development expenses are incurred mainly in Canadian dollars.

The 5% decrease for the nine month period ending September 30, 2014 is due mainly to the 6.8% appreciation of the U.S. dollar from the comparative period.

We capitalized $222,454 and $625,700 of development costs for the three and nine months ended September 30, 2014, compared to $216,991 and $603,496 for the same periods in 2013. 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.

Other Income and (Expense) Summary

	2014			2013
Three months ended September 30,
Foreign exchange gain (loss)	$	58,995		$	(17,901	)
Interest expense		(198,903	)		(175,381	)
Total other income and (expenses)	$	(139,908	)	$	(193,282	)

Nine months ended September 30,

Foreign exchange gain (loss)	$	36,410		$	31,834
Interest expense		(575,748	)		(510,693	)
Total other income and (expenses)	$	(539,338	)	$	(478,859	)

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Foreign Exchange Gain (Loss)

Exchange gains and losses primarily arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars. The change in fair value for outstanding foreign exchange forward contracts is also included in foreign exchanges gains and losses as well as gains and losses recognized from foreign exchange forward contracts exercised during the period.

We recognized foreign exchange gains of $58,995 and $36,410 for the three and nine month periods ended September 30, 2014, compared to a foreign exchange loss of $17,901 and a gain of $31,834 for the same periods in 2013. The foreign exchange gain for the three and nine month periods ended September 30, 2014 are due to the gains arising from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars, as we have a net Canadian dollar liability and the U.S. dollar appreciated versus the Canadian dollar. The U.S. dollar appreciated 4.6% when comparing the foreign exchange rate at June 30, 2014 to September 30, 2014 and appreciated 4.3% when comparing the foreign exchange rate at December 31, 2013 to September 30, 2014. The foreign exchange gains were offset by losses on foreign exchange forward contracts exercised during 2014 and outstanding at September 30, 2014.

Interest Expense

Interest is accrued on certain amounts owed to related parties. Interest expense increased for the three and nine month periods ended September 30, 2014 due to additional borrowings compared to the same periods in 2013. Interest is accrued at 10% per annum. Interest income earned on cash balances is netted against interest expenses.

Provision for Income Taxes

For the three and nine month periods ended September 30, 2014, the Company recorded Canadian income tax expense of $919 and $2,743, compared to $961 and $2,930 in the comparative periods in 2013.

Net Loss for the Period

As a result of the foregoing, net loss for the three months ended September 30, 2014 was $(240,571) or $(0.00) per share compared to a net loss of $(238,542) or $(0.00) per share for the three months ended September 30, 2013. The net loss for the nine months ended September 30, 2014 was $(1,073,972) or $(0.01) per share compared to a net loss of $(844,945) or $(0.01) per share for the nine months ended September 30, 2013.

Liquidity and Capital Resources

Our cash totaled $526,864 at September 30, 2014, as compared with $425,899 at December 31, 2013, an increase of $100,965. Net cash of $827,176 was provided by operations for the nine months ended September 30, 2014, primarily due to the increase in amounts due to related parties and deferred revenue, offset by the net loss for the period adjusted for non-cash charges. Net cash used in investing activities for the nine months ended September 30, 2014 was $726,211 resulting from capitalized application software costs and the purchase of new computer equipment. There were no financing activities for the nine month period ended September 30, 2014.

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For the nine months ended September 30, 2014 we had a net loss of $1,073,972, and at September 30, 2014 we have a net working capital deficit of $859,151 which represented current assets minus current liabilities.

We have a plan in place for the next 12 months to ensure that our ongoing expenditures are balanced with our expected revenue growth rate. We anticipate that based on product deployments that have recently been completed and are near completion, we will see moderate revenue growth for the next 12 months. Our current liabilities include deferred revenue of $599,999. The costs expected to be incurred to realize the deferred revenue in the next 12 months are minimal. Our long-term liabilities include $8,164,207 due to related parties. All repayments of amounts due to related parties must be approved by our Board of Directors. Repayments are subject to our company having sufficient cash on hand and are intended not to impair continuing business operations.

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 at least the next 12 months. However, implementing 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.

Our long-term liquidity requirements will depend on many factors, including the rate at which we expand our business, and whether we do so internally or through acquisitions. To the extent that the funds generated from operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. 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.

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, 2014 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 three months ended September 30, 2014, 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.

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PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit Number	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.
101	Interactive Data Files (Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2014, furnished in XBRL (eXtensible Business Reporting Language)).

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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.
Dated: November 12, 2014	By:	/s/ R. Keith Guelpa
		R. Keith Guelpa,
		President and Chief Executive Officer
		(Principal Executive Officer)

Dated: November 12, 2014	By:	/s/ Keith J. Randall
		Keith J. Randall,
		Chief Financial Officer
		(Principal Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, R. Keith Guelpa, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Quotemedia, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2014

By: /s/ R. Keith Guelpa

R. Keith Guelpa

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Keith J. Randall, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Quotemedia, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2014

By: /s/ Keith J. Randall

Keith J. Randall

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Quotemedia, Inc. (the "Company") for the quarterly period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, R. Keith Guelpa, Chief Executive Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ R. Keith Guelpa

____________________

R. Keith Guelpa

Chief Executive Officer

November 12, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Quotemedia, Inc. (the "Company") for the quarterly period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Keith J. Randall, Chief Financial Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Keith J. Randall

____________________

Keith J. Randall

Chief Financial Officer

November 12, 2014