qmci_10q.htm

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 March 31, 2025

☐	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)

(602) 830-1443

(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	☐	Smaller reporting company	☒
(Do not check if a 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 ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

The Registrant has 90,477,798 shares of common stock outstanding as of May 6, 2025.

QUOTEMEDIA, INC.

FORM 10-Q for the Quarter Ended March 31, 2025

INDEX

		Page
Part I.	Financial Information

Item 1.	Consolidated financial statements (unaudited):	3

	Condensed Consolidated Balance Sheets at March 31, 2025 and December 31, 2024	3

	Condensed Consolidated Statements of Operations for the three-months ended March 31, 2025 and 2024	4

	Condensed Consolidated Statements of Changes in Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)	5

	Condensed Consolidated Statements of Cash Flows for the three-months ended March 31, 2025 and 2024	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		22

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2025			2024
ASSETS

Current assets:
Cash and cash equivalents	$	173,191		$	585,319
Accounts receivable, net		1,054,667			1,016,915
Prepaid expenses		177,951			175,703
Other current assets		177,408			162,653
Total current assets		1,583,217			1,940,590

Deposits		17,222			16,619
Property and equipment, net		200,342			212,727
Capitalized internal-use software development costs, net		4,788,917			5,041,544
Goodwill		110,000			110,000
Intangible assets		48,782			51,378
Operating lease right-of-use assets (see note 4)		138,157			188,663

Total assets	$	6,886,637		$	7,561,521

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	3,949,427		$	3,564,546
Deferred revenue (see note 3)		1,533,393			1,704,743
Current portion of operating lease liabilities (see note 4)		119,474			147,663
Total current liabilities		5,602,294			5,416,952

Long-term liabilities:
Long-term portion of deferred revenue (see note 3)		356,751			696,736
Long-term portion of operating lease liabilities (see note 4)		11,815			32,245
Total long-term liabilities		368,566			728,981

Stockholders’ equity:
Preferred stock, 10,000,000 shares authorized: Series A Redeemable Convertible Preferred stock, $0.001 par value, 550,000 shares designated; shares issued and outstanding: 123,685 at March 31, 2025 and December 31, 2024 (see note 6)		2,983,857			2,983,857
Common stock, $0.001 par value, 150,000,000 shares authorized, shares issued and outstanding: 90,477,798 at March 31, 2025 and December 31, 2024		90,479			90,479
Additional paid-in capital		19,529,131			19,529,131
Accumulated deficit		(21,687,690	)		(21,187,879	)
Total stockholders’ equity		915,777			1,415,588

Total liabilities and stockholders’ equity	$	6,886,637		$	7,561,521

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

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QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three-months ended March 31,
	2025			2024

REVENUE (see note 3)	$	4,824,356		$	4,679,200

COST OF REVENUE		2,715,855			2,342,114

GROSS PROFIT		2,108,501			2,337,086

OPERATING EXPENSES

Sales and marketing		821,864			777,202
General and administrative		704,494			808,354
Software development		1,019,378			803,322
		2,545,736			2,388,878

OPERATING LOSS		(437,235	)		(51,792	)

OTHER INCOME (EXPENSES), NET

Foreign exchange income		5,962			25,307
Interest expense		(2,387	)		(953	)
		3,575			24,354

NET LOSS BEFORE INCOME TAXES		(433,660	)		(27,438	)

Income tax expense		(66,151	)		(738	)

NET LOSS INCOME	$	(499,811	)	$	(28,176	)

LOSS PER SHARE (see note 7)

Basic loss per share	$	(0.01	)	$	(0.00	)
Diluted loss per share	$	(0.01	)	$	(0.00	)

WEIGHTED AVERAGE SHARES OUTSTANDING (see note 7)

Basic		90,477,798			90,477,798
Diluted		90,477,798			90,477,798

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

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QUOTEMEDIA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE

PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

For the three-months ended March 31, 2025 and 2024

(UNAUDITED)

	Series A Redeemable Convertible Preferred Stock				Common Stock				Additional					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders’ Equity
Balance, December 31, 2024		123,685	$	2,983,857		90,477,798	$	90,479	$	19,529,131	$	(21,187,879	)	$	1,415,588

Net loss		-		-		-		-		-		(499,811	)		(499,811	)

Balance, March 31, 2025		123,685	$	2,983,857		90,477,798	$	90,479	$	19,529,131	$	(21,687,690	)	$	915,777

	Series A Redeemable Convertible Preferred Stock				Common Stock				Additional					Total Stockholders’
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Equity (Deficit)
Balance, December 31, 2023		123,685	$	2,983,857		90,477,798	$	90,479	$	18,910,482	$	(19,860,842	)	$	(859,881	)

Net loss		-		-		-		-		-		(28,176	)		(28,176	)

Balance, March 31, 2024		123,685	$	2,983,857		90,477,798	$	90,479	$	18,910,482	$	(19,889,018	)	$	(888,057	)

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

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QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three-months ended March 31,
	2025			2024
OPERATING ACTIVITIES:

Net loss	$	(499,811	)	$	(28,176	)

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		805,504			728,678
Allowance for doubtful accounts		9,312			13,329
Changes in assets and liabilities:
Accounts receivable		(47,064	)		(145,151	)
Prepaid expenses		(2,248	)		(84,721	)
Other current assets		(14,755	)		(13,520	)
Deposits		(603	)		292
Accounts payable, accrued and other liabilities		386,768			306,622
Deferred revenue		(511,335	)		(49,686	)
Net cash provided by operating activities		125,768			727,667

INVESTING ACTIVITIES:

Purchase of property and equipment		(14,297	)		(10,089	)
Capitalized application software		(523,599	)		(815,315	)
Net cash used in investing activities		(537,896	)		(825,404	)

Net decrease in cash		(412,128	)		(97,737	)

Cash and equivalents, beginning of period		585,319			342,014

Cash and equivalents, end of period	$	173,191		$	244,277

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

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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, management evaluated subsequent events after the balance sheet date of March 31, 2025 through the filing of this report.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2024 contained in the Form 10-K filed with the Securities and Exchange Commission dated April 15, 2025.

Risks and Uncertainties

Adverse macroeconomic conditions, including inflation, slower growth or recession, and higher interest rates could materially adversely affect demand for the Company’s services.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Nature of operations

Quotemedia, Inc. (the “Company”) is a software developer and distributor of financial market data and related services to a global marketplace. The Company specializes in the collection, aggregation, and delivery of both delayed and real-time financial data content via the Internet. The Company develops and licenses 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

These 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 of the 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 year, except for expenses related to balance sheet amounts remeasured at historical exchange rates. Because the U.S. dollar is the functional currency, 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.

d) Allowances for doubtful accounts

The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at March 31, 2025, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its credit practices have not changed significantly over time). The allowance for doubtful accounts was $330,000 as of March 31, 2025 and December 31, 2024, respectively. Bad debt expenses were $9,312 and $13,329 for the three-months ended March 31, 2025 and 2024, respectively.

e) Revenue

The Company generates substantially all of its revenue from subscriptions for access to its software products and related support. The Company licenses financial market data information on a monthly, quarterly, or annual basis. The Company’s products and services are divided into two main categories:

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Interactive Content and Data Applications

	·	Proprietary financial software applications and streaming market data feeds
	·	Subscriptions are typically sold for a fixed fee and revenue is recognized ratably over the term of the subscription.

Portfolio Management and Real-Time Quote Systems

Corporate Quotestream^TM (Business-to-Business)

	o	Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to both professionals and non-professional users.
	o	Revenue is typically earned based on customer usage.

Individual Quotestream (Business-to-Consumer)

	o	Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to non-professional users.
	o	Subscriptions are typically sold for a fixed fee and revenue is recognized ratably over the term of the subscription.

The Company does not provide its customers with the right to take possession of its software products at any time.

The Company determines revenue recognition through the following steps:

	·	Identification of the contract, or contracts, with a customer

	·	Identification of the performance obligations in the contract

	·	Determination of the transaction price

	·	Allocation of the transaction price to the performance obligations in the contract

	·	Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company executes a signed contract with the customer that specifies services to be provided, the payment amounts and terms, and the period of service, among other terms.

Contract Balances

The Company’s corporate customers are invoiced based on fee schedules that are agreed upon in each customer contract. Individual Quotestream customers are charged a subscription fee based on their subscription agreement. The Company recognizes revenue when performance obligations have been satisfied, which is the date the customer has access to the contracted market data. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Upfront set-up or development fees are deferred and recognized evenly from the date performance obligations have been met to the end of the service term of the contract, as set-up and development fees are not distinct from the market data service contracts to which they relate.

The Company considers the following factors when determining if collection of a fee is reasonably assured: customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If these factors do not indicate collection is reasonably assured, revenue is not recognized until collection becomes reasonably assured, which is generally upon receipt of cash.

Cost of revenue

Cost of revenue primarily consists of customer support personnel-related compensation expenses, including salaries, bonuses, benefits, payroll taxes, and stock-based compensation expense, as well as expenses related to third-party hosting costs, software license fees, amortization of capitalized software development costs, amortization of acquired technology intangible assets, and allocated overhead.

f) Accounting Pronouncements

Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. Additionally, the amendment requires a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public business entities, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements.

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”). This standard provides transparency to income tax disclosures related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 for public entities with early adoption permitted. The amendments in ASU 2023-09 will be applied prospectively in the consolidated financial statements. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements other than the additional disclosures.

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. Revenue by type of service consists of the following:

	Three-months ended March 31,
	2025		2024
Portfolio Management Systems
Corporate Quotestream	$	1,972,466	$	1,781,685
Individual Quotestream		456,948		469,005
Interactive Content and Data APIs		2,394,942		2,428,510
Total revenue	$	4,824,356	$	4,679,200

Deferred Revenue

Changes in deferred revenue were as follows for the three-month periods ended March 31,

	2025			2024

Beginning balance at Jan 1,	$	2,401,479		$	1,831,949
Revenue recognized in the current period from the amounts in the beginning balance		(726,755	)		(681,276	)
New deferrals, net of amounts recognized in the current period		448,981			624,920
Effects of foreign currency translation		(913	)		6,670
Total deferred revenue	$	2,122,792		$	1,782,263

Current portion of deferred revenue	$	1,533,393		$	1,505,807
Long-term portion of deferred revenue		356,751			276,456
Total deferred revenue	$	1,890,144		$	1,782,263

For contracts greater than one year in duration, revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $5.6 million as of March 31, 2025. We expect to recognize approximately 58% of our total remaining performance obligation revenue over the next 12 months and the remainder thereafter.

Practical Expedients

The Company applies a practical expedient and does not disclose the value of the remaining performance obligations for contracts that are less than one year in duration.

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. RELATED PARTIES

The Company entered into a five-year office lease with 410734 B.C. Ltd. effective May 1, 2021 for approximately $6,500 per month. David M. Shworan, CEO of Quotemedia Ltd., is a control person of 410734 B.C. Ltd. At March 31, 2025 $32,946 was due to 410734 B.C. Ltd. and at December 31, 2024 $13,367 was due to 410734 B.C. Ltd.

The Company pays a monthly marketing service fee of $3,000 to Bravenet Web Services, Inc. (“Bravenet”). At March 31, 2025 and December 31, 2024, there was $37,484 and $28,483 due to Bravenet related to this agreement, respectively. Also, on February 25, 2025, Bravenet advanced the Company $69,000. There are no fixed repayment terms and no interest charged on the advance. David M. Shworan is a control person of Bravenet.

At March 31, 2025 and December 31, 2024, there were $210,885 and $185,002 in unreimbursed expenses owed to Keith Randall, CEO of Quotemedia, Inc., respectively.

Amounts due to related parties are included in accounts payable and accrued liabilities. As a matter of policy all significant related party transactions are subject to review and approval by the Company’s Board of Directors.

5. LEASES

The Company has operating leases for corporate offices. The Company’s leases have remaining lease terms of 1 year to 3 years. Management determines 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 the Company’s consolidated balance sheets. Finance lease assets and liabilities are included in property and equipment and finance lease liabilities, respectively, on the Company’s 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 the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Company 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, the Company factors in options to extend or terminate leases when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases the Company accounts for the lease and non-lease components as a single lease component.

Supplemental balance sheet information related to leases was as follows:

	March 31, 2025		December 31, 2024
Operating Leases

Operating lease right-of-use assets	$	138,157	$	188,663

Current portion of operating lease liability	$	119,474	$	147,663
Long-term portion of operating lease liability		11,815		32,245
Total operating lease liability	$	131,289	$	179,908

	March 31, 2025			December 31, 2024

Weighted Average Remaining Lease Term
Operating leases	0.9 years			1.1 years
Weighted Average Discount Rate
Operating leases		9.3	%		9.4	%

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Maturities of lease liabilities were as follows:

Year ending December 31,	Operating Leases

2025 (excluding the three-months ended March 31, 2025)	$	104,325
2026		32,850
Total lease payments		137,175
Less imputed interest		(5,886	)
Total	$	131,289

The components of lease expense for the three-months ended March 31, 2025 and 2024 were as follows:

	Three-months ended March 31,
	2025		2024
Operating lease costs:
Operating lease costs	$	54,338	$	59,041
Short-term lease costs		28,380		27,336
Total operating lease costs	$	82,718	$	86,377

Supplemental cash flow information for the three-months ended March 31, 2025 and 2024 related to leases was as follows:

	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	52,102	$	57,814

There were no additional right of use assets obtained in exchange for lease obligations for the three-months ended March 31, 2025 and 2024.

6. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

a) Redeemable Convertible Preferred Stock

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

A total of 550,000 shares of the Company’s preferred stock are designated as “Series A Redeemable Convertible Preferred Stock.” The Series A redeemable convertible preferred stock has no dividend or voting rights.

At March 31, 2025 and December 31, 2024, 123,685 shares of Series A redeemable convertible preferred stock were outstanding. No shares of Series A redeemable convertible preferred stock were issued or redeemed during the three-months ended March 31, 2025 and 2024.

Redemption 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 Company 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.

Reclassification of Redeemable Convertible Preferred Stock resulting from Amendment to Redemption Rights

Prior to April 26, 2024, 1,000 Series A redeemable convertible preferred stock could be redeemed at the holder’s option at the liquidation value of $25 per share if the cash balance of the Company as reported at the end of each fiscal quarter exceeds $400,000. In accordance with Accounting Standards Update (“ASU”) 480-10-S99, because a limited number of Series A redeemable convertible preferred stock could be redeemed at the holder’s option if the above criteria are met, it was classified as mezzanine equity and not permanent equity.

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On April 26, 2024, the Certificate of Designation of the Series A Redeemable Convertible Preferred Stock was amended removing the above redemption right, at no cost to the Company, resulting in a change in the classification of Series A redeemable preferred stock from mezzanine equity to permanent equity. In addition, the amendment resulted in a change to the classification of warrants to purchase shares of Series A redeemable convertible preferred stock (“preferred stock warrants”) from preferred stock warrant liability to additional paid-in capital. There was no impact on the consolidated statement of operations resulting from the amendment.

b) Common stock

No shares of common stock were issued during the three-months ended March 31, 2025 and 2024.

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.

There were no stock-based compensation expenses related to the Company’s stock-based awards for the three-months ended March 31, 2025 and 2024.

Common Stock Options and Warrants

There were 25,772,803 fully vested common stock warrants and options outstanding at March 31, 2024 and December 31, 2023 at a weighted-average grant date exercise price of $0.06. No stock options or warrants to purchase common stock were granted or exercised during the three-months ended March 31, 2025 and 2024.

The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding and exercisable at March 31, 2025:

Weighted

Average

Weighted

Remaining

Average

Number

Contractual

Exercise

Outstanding

Life (Years)

Price

$0.03-0.11

25,772,803

4.84

0.06

At March 31, 2025, there was no unrecognized compensation cost related to non-vested options and warrants granted to purchase common stock.

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 March 31, 2025, the aggregate intrinsic value of options and warrants outstanding and exercisable was $2,890,110. The intrinsic value of stock options and warrants are calculated as the amount by which the market price of the Company’s common stock exceeds the exercise price of the option or warrant.

Preferred Stock Warrants

Pursuant to the December 28, 2017 Compensation Agreement with David M. Shworan, the President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of Quotemedia, Inc., the Company issued Mr. Shworan warrants to purchase shares of Series A redeemable convertible preferred stock (“compensation preferred stock warrants”) in lieu of a cash salary. From the period December 28, 2017 to December 31, 2019 the Company issued a total of 31,250 Compensation Preferred Stock Warrants at an exercise price equal to $1.00 per share.

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 March 31, 2025. The probability is re-evaluated each reporting period. As of March 31, 2025, there was $7,480,496 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, management is also unable to determine the weighted-average period over which the unrecognized compensation cost will be recognized.

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of March 31, 2025, there were a total of 413,493 preferred stock warrants outstanding with a weighted average remaining contractual life of 22.8 years. As of March 31, 2025, 31,250 preferred stock warrants were exercisable. No preferred stock warrants were granted or exercised for the three-months ended March 31, 2025 and 2024.

Reclassification of Preferred Stock Warrant Liability resulting from Amendment to Redemption Rights

As discussed in note 6 a), the amendment to the redemption rights for the Series A redeemable convertible preferred stock resulted in a change to the classification of preferred stock warrants on April 26, 2024. The preferred stock warrant liability of $611,563 was reclassified to additional paid-in capital. There was no impact on the consolidated statement of operations resulting from the amendment.

7. LOSS PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) 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-months ended March 31, 2025 and 2024 are as follows:

	Three-months ended March 31,
	2025			2024

Net loss	$	(499,811	)	$	(28,176	)

Weighted average common shares used to calculate net income per share		90,477,798			90,477,798
Warrants to purchase redeemable convertible preferred stock		-			-
Redeemable convertible preferred stock		-			-
Stock options and warrants to purchase common stock		-			-
Weighted average common shares used to calculate diluted net income per share		90,477,798			90,477,798

Net loss per share – basic	$	(0.01	)	$	(0.00	)
Net loss per share – diluted	$	(0.01	)	$	(0.00	)

The number of shares of potentially dilutive common stock related to options and warrants that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three-months ended March 31, 2025 and 2024 are shown below:

	Three-months ended March 31,
	2025		2024

Warrants to purchase redeemable convertible preferred stock		2,499,900		2,499,900
Redeemable convertible preferred stock		10,306,671		10,306,671
Stock options and warrants to purchase common stock		15,428,228		16,720,641
Total potential common shares excluded		28,234,799		29,527,212

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. SEGMENT REPORTING

The Company operates in one operating segment and one reportable segment, distributor of financial market data. The Company specializes in the collection, aggregation, and delivery of both delayed and real-time financial data via the Internet. The Company develops 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. The Company derives revenue primarily in North America and manages the business activities on a consolidated basis. The technology used in customer arrangements is based on a single software platform that is deployed to and implemented by customers in a similar manner. The service term for the software arrangements is variable, with the median term being approximately one year.

The accounting policies of the financial market data segment are the same as those described in the summary of accounting policies. The CODM assesses performance and decides how to allocate resources based on consolidated net loss that is also reported on the consolidated statements of operations as consolidated net loss. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The CODM also uses consolidated gross profit to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the financial market data segment or into other parts of the entity, such as for acquisitions. Consolidated gross profit is reported on the consolidated statements of operations as gross profit. Consolidated net loss and gross profit are used to monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation.

All expense categories on the consolidated statements of operations are significant and there are no other significant segment expenses that would require disclosure or are regularly provided to the CODM. Assets provided to the CODM are consistent with those reported on the consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash and cash equivalents.

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ITEM 2. Management’s Discussion and Analysis

The following discussion should be read in conjunction with our consolidated 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, 2024 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, 2024 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 APIs, 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 APIs 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 our content solutions are completely customizable and embedded directly into client Web pages for seamless integration with existing content. We are continuing to develop and launch new modules of QMod^TM, 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. We provide 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 APIs revenue totals.

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 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.

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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 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 five 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 APIs 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 five years and are automatically renewed unless notice is given 90 days prior to the expiration of the contract term.

Business Environment and Trends

While our licensed-based revenue is generally recurring in nature, the uncertainty caused by the recent market downturn and rising inflation may result in some clients delaying purchasing decisions, product and service implementations or cancel or reduce spending with us.

New tariffs proposed by the U.S. government could lead to a general slowdown in economic activity, which could negatively impact our business.

Events in Ukraine and Russia have continued to cause disruptions in the global financial markets. While we do not have any operations or customers in Ukraine or Russia, we will continue to monitor the situation as a prolonged conflict could impact our business.

Approximately 35% of our revenue and 38% of our expenses are denominated in Canadian dollars. The Canadian dollar depreciated against the U.S. dollar when comparing the average exchange rate for the three-months ended March 31, 2025 versus the comparative 2024 period. This decreased both Canadian dollar revenues and expenses once translated into U.S. dollars, but because our Canadian dollar revenue and expenses are evenly matched, the exchange rate fluctuation had minimal impact on our net income and cash flows.

Our revenue increased 3% this quarter versus the comparative period and on an FX-neutral basis our revenue growth was 5%. The FX-neutral results are calculated by translating Canadian dollar denominated revenue into U.S. dollars using the comparative period’s average exchange rate. Based on revenue already under contract we expect our revenue growth to continue to improve for the remainder of fiscal 2025.

We reduced the number of development staff in late 2024 as some of our major development projects are near completion. However, our development cost expense increased this quarter due to a higher percentage of development salaries being expensed rather than capitalized, as more development time was spent on system maintenance and other development activities that did not meet the criteria for capitalization. While this had no impact on our cashflow, it had a negative impact on our earnings as we are expensing development costs in the current period related to past capitalized development. We expect this trend to continue for the remainder of 2025.

Plan of Operation

For the remainder of 2025 we plan to continue to expand our product lines and improve our infrastructure. We plan to continue to add more features and data to our existing products and release newer versions with improved performance and flexibility for client integration. We plan to leverage artificial intelligence (AI) tools, where possible, to automate this process. This expansion is expected to result in both increased revenue and costs for the fiscal year 2025.

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 APIs, 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 2025 include broad expansion of data and news coverage, including the addition of a wide array of international exchange data and news, 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 for the remainder of 2025.

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We are also creating new proprietary data sets, analytics, and scoring mechanisms. We are now aggregating data direct from the sources to produce data sets that are proprietary to QuoteMedia. This allows us to offer our clients new data products and lower our product cost structure as we replace some of our existing data providers with our own lower cost data.

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 maintain profitable operations.

Critical Accounting Policies and Estimates

In the 2024 Annual Report, we disclose our critical accounting policies and estimates upon which our consolidated financial statements are derived. There have been no material changes to these policies since December 31, 2024. Readers are encouraged to read the 2024 Annual Report in conjunction.

Results of Operations

Revenue

Three-months ended March 31,	2025		2024		Change ($)			Change (%)

Corporate Quotestream	$	1,972,466	$	1,781,685	$	190,781			11	%
Individual Quotestream		456,948		469,005		(12,057	)		(3	%)
Total Portfolio Management Systems		2,429,414		2,250,690		178,724			8	%

Interactive Content and Data APIs		2,394,942		2,428,510		(33,568	)		(1	%)

Total subscription revenue	$	4,824,356	$	4,679,200	$	145,156			3	%

Total licensing revenue increased 3% for the three-months ended March 31, 2025 from the comparative 2024 period. On an FX-neutral basis our revenue growth was 5% as the Canadian dollar depreciated versus the U.S. dollar since the comparative period.

Total Portfolio Management Systems revenue increased 8% for the three-months ended March 31, 2025 from the comparative 2024 period. Corporate Quotestream revenue increased 11% from the comparative 2024 period. The increase was due to increases in both the number of customers and the average revenue per customer from the comparative period. The increase was offset by FX rate fluctuations as on an FX-neutral basis Corporate Quotestream revenue grew 13% from the comparative period

Individual Quotestream revenue decreased 3% for the three-months ended March 31, 2025 from the comparative 2024 period due primarily to FX rate fluctuations as on an FX-neutral basis our revenue for the quarter was unchanged from the comparative period.

Interactive Content and Data APIs revenue decreased 1% for the three-months ended March 31, 2025 from the comparative period in 2024 due primarily to FX rate fluctuations as on an FX-neutral basis our quarterly revenue grew 1% from the comparative period.

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Cost of Revenue and Gross Profit Summary

Three-months ended March 31,	2025			2024			Change ($)			Change (%)

Cost of revenue	$	2,715,855		$	2,342,114		$	373,741			16	%
Gross profit	$	2,108,501		$	2,337,086		$	(228,585	)		(10	%)
Gross margin %		44	%		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.

Our cost of revenue increased 16% for the three-months ended March 31, 2025 from the comparative period in 2024. This was mainly due to increased stock exchange fees and increased amortization expenses associated with internally developed application software relating to new product development, data collection, and the expansion of our global market coverage.

Overall, the cost of revenue increased as a percentage of sales, as evidenced by our gross margin percentage that decreased to 44% for the three-months ended March 31, 2025 from 50% in the comparative 2024 period.

Operating Expenses Summary

Three-months ended March 31,	2025		2024		Change ($)			Change (%)

Sales and marketing	$	821,864	$	777,202	$	44,662			6	%
General and administrative		704,494		808,354		(103,860	)		(13	%)
Software development		1,019,378		803,322		216,056			27	%
Total operating expenses	$	2,545,736	$	2,388,878	$	156,858			7	%

Sales and Marketing

Sales and marketing consist primarily of sales and customer service salaries, investor relations, travel and advertising expenses. Sales and marketing expenses increased 6% for the three-months ended March 31, 2025, when compared to the same period in 2024. The increase was mainly due to a non-recurring adjustment of $51,000 lowering sales personnel expense in the comparative period. Without that one-time adjustment Sales and Marketing expenses would be relatively unchanged from the comparative period.

General and Administrative

General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses decreased 13% for the three-months ended March 31, 2025, when compared to the same period in 2024. The decrease is mainly a result of a decrease in professional fees from the comparative period, as well as a general reduction in general and administrative expenses resulting from the overall reduction in our staff count since the comparative period.

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 27% for the three-months ended March 31, 2025 when compared to the same period in 2024. This was due to a decrease in the percentage of development salaries capitalized versus the comparative period as we capitalized 16% of development salaries this quarter versus 25% the comparative period. This increase was offset by the reduction in the number of development personnel as discussed in the Business Environment and Trends section above.

We capitalized $523,599 and $776,225 of development costs for the three-month periods ended March 31, 2025 and 2024, respectively. 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.

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Other Income and (Expense) Summary

Three-months ended March 31,	2025			2024

Foreign exchange gain (loss)	$	5,962		$	25,307
Interest expense, net		(2,387	)		(953	)
Total other income (expense), net	$	3,575		$	24,354

Foreign Exchange Gain

We incurred foreign exchange gains of $5,962 and $25,307 for the three-months periods ended March 31, 2025 and 2024, respectively. Foreign exchange gains and losses arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars and from exchange rate fluctuations between transaction and settlement dates for foreign currency denominated transactions.

Interest Expense, Net

Interest expense is netted against interest earned on cash balances. Net interest expense of $2,387 and $953 were incurred for the three-months periods ended March 31, 2025 and 2024, respectively.

Provision for Income Taxes

For the three-months periods ended March 31, 2025 and 2024, the Company recorded $66,151 and $738 in Canadian income tax expenses, respectively.

Net Loss for the Period

As a result of the foregoing, our net losses for the three-months periods ended March 31, 2025 and 2024 were $499,811 and $28,176, respectively. The basic and diluted loss per share was $(0.01) and (0.00) for the three-months periods ended March 31, 2025 and 2024, respectively.

Liquidity and Capital Resources

Our cash totaled $173,191 at March 31, 2025, as compared with $585,319 at December 31, 2024, a decrease of $412,128. Net cash of $125,768 was provided by operations for the three-months ended March 31, 2025, primarily due to adjustments for non-cash charges and the increase in accounts payable and accrued liabilities, offset by our net loss and an increase in accounts receivable. Net cash used in investing activities for the three-months ended March 31, 2025 was $537,896, due to capitalized application software costs and purchases of computer equipment.

We typically operate with a working capital deficit. As of March 31, 2025, our working capital deficit was $4,019,077, however current liabilities include $1,533,393 in deferred revenue. The expected costs necessary to realize the deferred revenue are minimal. If circumstances dictate, we have the flexibility to reduce development spending to maintain a strong liquidity position.

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 through March 2026. However, implementing our business plan may require additional financing. Additional financing 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.

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.

Foreign Exchange Risk

Currently, approximately 35% of our consolidated revenue and 38% of our consolidated expenses are denominated in Canadian dollars. Since currently our Canadian dollar revenue and expenses are closely matched, our consolidated cashflows are not significantly impacted by foreign exchange fluctuations.

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Off-Balance Sheet Arrangements

At March 31, 2025 and December 31, 2024, we did not have any unconsolidated entities or financial partnerships, or other off-balance sheet arrangements.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chairman of the Board and Chairman of the Audit Committee, Chief Executive Officer and Chief Financial Officer, have evaluated 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”)) as of March 31, 2025, and concluded that our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our management identified the following material weaknesses in our internal control over financial reporting, as described below.

Notwithstanding the material weaknesses described below our management has concluded that our consolidated financial statements for the periods covered by and included in this Quarterly Report are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein.

The following material weaknesses were identified during the preparation and review of the current period financial statements:

There is a lack of segregation of duties in financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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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.

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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.

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

Dated: May 15, 2025