##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10  QSB



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|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended March 31, 2007

Commission File Number: 0-28599



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QUOTEMEDIA,
INC.

(Exact Name of Small Business Issuer as Specified in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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

(Issuers Telephone Number, Including Area Code)



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Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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 is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x.

On April 30, 2007, the Registrant had 65,773,429 shares of common stock outstanding.



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##### Table of Contents

QUOTEMEDIA, INC.

INDEX TO QUARTERLY REPORT

ON FORM 10-QSB



|                              |  |                                                             |  |     
|----------------------------- |  | ----------------------------------------------------------- |  | ----
|                              |  |                                                             |  | Page
|Part I. Financial Information |  |                                                            
|                              |  |                                                            
|Item 1.                       |  | Consolidated Financial Statements (unaudited)               |  |     
|                              |  |                                                            
|                              |  | Consolidated Balance Sheet (unaudited)                      |  | 1   
|                              |  |                                                            
|                              |  | Consolidated Statements of Operations (unaudited)           |  | 2   
|                              |  |                                                            
|                              |  | Consolidated Statements of Cash Flows (unaudited)           |  | 3   
|                              |  |                                                            
|                              |  | Notes to Consolidated Financial Statements (unaudited)      |  | 4   
|                              |  |                                                            
|Item 2.                       |  | Managements Discussion and Analysis                        |  | 13  
|                              |  |                                                            
|Item 3.                       |  | Controls and Procedures                                     |  | 19  
|                              | 
|Part II.
Other Information    |  |                                                            
|                              |  |                                                            
|Item 1.                       |  | Legal Proceedings                                           |  | 20  
|                              |  |                                                            
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds |  | 20  
|                              |  |                                                            
|Item 3.                       |  | Defaults Upon Senior Securities                             |  | 20  
|                              |  |                                                            
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders         |  | 20  
|                              |  |                                                            
|Item 5.                       |  | Other Information                                           |  | 20  
|                              |  |                                                            
|Item 6.                       |  | Exhibits                                                    |  | 20  
|                              | 
|Signatures                    |  | 21                                                         



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##### Table of Contents

QUOTEMEDIA, INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)



|                                                                                                        |  |                |            |  
|------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | -
|                                                                                                        |  | March 31, 2007 |           
|ASSETS                                                                                                  |  |                |            |  
|                                                                                                        | 
|Current assets:                                                                                         |  |                |            |  
|Cash                                                                                                    |  | $              | 1,127,470  |  
|Accounts receivable, net                                                                                |  |                | 162,040    |  
|Prepaid expenses                                                                                        |  |                | 224,465    |  
|Deposits                                                                                                |  |                | 8,135      |  
|                                                                                                        |  |                |            |  
|Total current assets                                                                                    |  |                | 1,522,110  |  
|                                                                                                        | 
|Property and equipment, net                                                                             |  |                | 557,331    |  
|Intangible assets                                                                                       |  |                | 192,924    |  
|                                                                                                        |  |                |            |  
|Total assets                                                                                            |  | $              | 2,272,365  |  
|                                                                                                        |  |                |            |  
|                                                                                                        | 
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                   |  |                |            |  
|                                                                                                        | 
|Current liabilities:                                                                                    |  |                |            |  
|Accounts payable and accrued liabilities                                                                |  | $              | 382,510    |  
|Deferred revenue                                                                                        |  |                | 341,357    |  
|Current portion of amounts due to related parties                                                       |  |                | 454,273    |  
|                                                                                                        |  |                |            |  
|Total current liabilities                                                                               |  |                | 1,178,140  |  
|                                                                                                        |  |                |            |  
|Other long-term liabilities                                                                             |  |                | 6,088      |  
|Long-term portion of amounts due to related parties                                                     |  |                | 2,322,616  |  
|                                                                                                        | 
|Stockholders deficit:                                                                                  |  |                |            |  
|Preferred stock, non designated, 10,000,000 shares authorized, none issued.                             |  |                |           |  
|Common stock, $0.001 par value, 100,000,000 shares authorized, 65,757,882 shares issued and outstanding |  |                | 65,758     |  
|Additional paid-in capital                                                                              |  |                | 6,696,208  |  
|Accumulated deficit                                                                                     |  |                | (7,996,445 | )
|                                                                                                        |  |                |            |  
|Total stockholders deficit                                                                             |  |                | (1,234,479 | )
|                                                                                                        | 
|Total liabilities and stockholders deficit                                                             |  | $              | 2,272,365  |  
|                                                                                                        |  |                |            |  

See accompanying notes



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##### Table of Contents

QUOTEMEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                    |  |                                   |            |   |                                   |   |            |  
|----------------------------------- |  | --------------------------------- | ---------- | - | --------------------------------- | - | ---------- | -
|                                    |  | Three months ended March 31, 2007 |            |   | Three months ended March 31, 2006 |  
|OPERATING REVENUE                   |  |                                   |            |   |                                   |   |            |  
|                                    |  |                                  
|Licensing fees                      |  | $                                 | 1,160,700  |   |                                   | $ | 838,266    |  
|Cost of revenue                     |  |                                   | 513,714    |   |                                   |   | 285,253    |  
|                                    |  |                                   |            |   |                                   |   |            |  
|Gross Profit                        |  |                                   | 646,986    |   |                                   |   | 553,013    |  
|                                    |  |                                  
|OPERATING EXPENSES                  |  |                                   |            |   |                                   |   |            |  
|                                    |  |                                  
|Sales and marketing                 |  |                                   | 432,948    |   |                                   |   | 163,834    |  
|General and administrative          |  |                                   | 357,961    |   |                                   |   | 311,774    |  
|Software development                |  |                                   | 174,653    |   |                                   |   | 127,516    |  
|                                    |  |                                   |            |   |                                   |   |            |  
|                                    |  |                                   | 965,562    |   |                                   |   | 603,124    |  
|                                    |  |                                   |            |   |                                   |   |            |  
|OPERATING LOSS                      |  |                                   | (318,576   | ) |                                   |   | (50,111    | )
|                                    |  |                                  
|OTHER INCOME AND EXPENSES           |  |                                   |            |   |                                   |   |            |  
|                                    |  |                                  
|Foreign exchange loss               |  |                                   | (6,455     | ) |                                   |   | (1,387     | )
|Interest expense                    |  |                                   | (47,054    | ) |                                   |   | (20,514    | )
|                                    |  |                                   |            |   |                                   |   |            |  
|                                    |  |                                   | (53,509    | ) |                                   |   | (21,901    | )
|                                    |  |                                   |            |   |                                   |   |            |  
|NET LOSS                            |  | $                                 | (372,085   | ) |                                   | $ | (72,012    | )
|                                    |  |                                   |            |   |                                   |   |            |  
|LOSS PER SHARE                      |  |                                   |            |   |                                   |   |            |  
|                                    |  |                                  
|Basic and diluted loss per share    |  | $                                 | (0.01      | ) |                                   | $ | (0.00      | )
|                                    |  |                                  
|WEIGHTED AVERAGE SHARES OUTSTANDING |  |                                   |            |   |                                   |   |            |  
|                                    |  |                                  
|Basic and diluted                   |  |                                   | 63,599,085 |   |                                   |   | 61,385,842 |  

See accompanying notes



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##### Table of Contents

QUOTEMEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                |  |                                   |           |   |                                   |   |          |  
|------------------------------------------------------------------------------- |  | --------------------------------- | --------- | - | --------------------------------- | - | -------- | -
|                                                                                |  | Three months ended March 31, 2007 |           |   | Three months ended March 31, 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           |  |                                   |           |   |                                   |   |          |  
|                                                                                |  |                                  
|Net loss                                                                        |  | $                                 | (372,085  | ) |                                   | $ | (72,012  | )
|                                                                                |  |                                  
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                   |           |   |                                   |   |          |  
|Depreciation and amortization                                                   |  |                                   | 44,856    |   |                                   |   | 12,253   |  
|Bad debt expense                                                                |  |                                   | 10,475    |   |                                   |   | 25,128   |  
|Stock-based compensation expense                                                |  |                                   | 44,356    |   |                                   |   | 33,855   |  
|Return of capital stock from vendor settlement                                  |  |                                   |          |   |                                   |   | (12,750  | )
|Non-cash advertising revenue                                                    |  |                                   | (90,000   | ) |                                   |   | (75,000  | )
|Non-cash barter advertising expense                                             |  |                                   | 75,000    |   |                                   |   | 75,000   |  
|Changes in assets and liabilities:                                              |  |                                   |           |   |                                   |   |          |  
|Accounts receivable                                                             |  |                                   | (2,482    | ) |                                   |   | 23,262   |  
|Prepaid expenses                                                                |  |                                   | (3,258    | ) |                                   |   | (32,305  | )
|Deposits                                                                        |  |                                   | 3,424     |   |                                   |   | 4,233    |  
|Accounts payable and amounts due to related parties                             |  |                                   | 208,185   |   |                                   |   | 266,348  |  
|Deferred revenue                                                                |  |                                   | (22,428   | ) |                                   |   | 25,025   |  
|                                                                                |  |                                   |           |   |                                   |   |          |  
|Net cash provided by (used in) operating activities                             |  |                                   | (103,957  | ) |                                   |   | 273,037  |  
|                                                                                |  |                                   |           |   |                                   |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                           |  |                                   |           |   |                                   |   |          |  
|Purchase of fixed assets                                                        |  |                                   | (119,546  | ) |                                   |   | (119,466 | )
|                                                                                |  |                                   |           |   |                                   |   |          |  
|Net cash used in investing activities                                           |  |                                   | (119,546  | ) |                                   |   | (119,466 | )
|                                                                                |  |                                   |           |   |                                   |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                           |  |                                   |           |   |                                   |   |          |  
|Repayment of amounts due to related parties                                     |  |                                   | (35,278   | ) |                                   |   | (30,000  | )
|Loans from related parties                                                      |  |                                   | 500,000   |   |                                   |   |         |  
|                                                                                |  |                                   |           |   |                                   |   |          |  
|Net cash provided by (used in) financing activities                             |  |                                   | 464,722   |   |                                   |   | (30,000  | )
|                                                                                |  |                                   |           |   |                                   |   |          |  
|Net increase in cash                                                            |  |                                   | 241,219   |   |                                   |   | 123,571  |  
|                                                                                |  |                                  
|Cash, beginning of period                                                       |  |                                   | 886,251   |   |                                   |   | 670,078  |  
|                                                                                |  |                                   |           |   |                                   |   |          |  
|Cash, end of period                                                             |  | $                                 | 1,127,470 |   |                                   | $ | 793,649  |  
|                                                                                |  |                                   |           |   |                                   |   |          |  

See supplementary information (note 6)

See accompanying notes



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2007

(Unaudited)



|1. | BASIS OF PRESENTATION
|-- | ---------------------

The accompanying unaudited
consolidated financial statements have been prepared in accordance with the generally accepted accounting principles for interim financial statements and instructions for Form 10  QSB. 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.

These financial statements should be read in conjunction with our financial statements and the notes thereto for the fiscal year ended December 31, 2006 contained in our Form 10-KSB filed with the Securities and Exchange Commission
dated March 30, 2007.



|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) Revenue recognition

Revenue is recognized over contractual periods as services are performed and when collection of the amount due is reasonably assured. Amounts recognized
as revenue are determined based upon contractually agreed upon fee schedules with our customers. The Company accounts for subscription revenues received in advance of service being performed by deferring such amounts until the related services are
performed. The Company considers the following factors when determining if collection of a fee is reasonably assured: customer credit-worthiness, 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 deferred until collection becomes



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2007

(Unaudited)



reasonably assured, which is generally upon receipt of cash (also see description of barter revenue below).

d) Barter revenue

The Company
licenses one of its portfolio management applications in exchange for advertising services of a customer, referred to as barter revenue, whereby advertising credits were received in exchange for subscription services. This revenue is
recognized in the period in which the applications are licensed based on the fair market value of the services delivered. The Company determines the fair market value of the service delivered based upon amounts charged for similar services in
non-barter arrangements within the previous six-month period. The Company also ensures that the value of barter delivered does not exceed the value of cash based revenue in any period. Unused advertising credits are reflected as prepaid expenses. As
at March 31, 2007, $165,000 in unused advertising credits was included in prepaid expenses.

The following table summarizes our barter
revenue transactions for the three months ended March 31, 2007 and 2006:



|                         |  |                              |  |       
|------------------------ |  | ---------------------------- |  | ------
|                         |  | Three months ended March 31,
|                         |  | 2007                         |  | 2006  
|Barter revenue earned    |  | 90,000                       |  | 75,000
|Advertising credits used |  | 75,000                       |  | 75,000

e) Property and equipment



|                                 |  |      |         |                          |   |                |  |   |        
|-------------------------------- |  | ---- | ------- | ------------------------ | - | -------------- |  | - | -------
|As at March 31, 2007:            |  | Cost |         | Accumulated Depreciation |   | Net Book Value
|Computer equipment               |  | $    | 238,956 |                          | $ | 67,200         |  | $ | 171,756
|Office furniture and equipment   |  |      | 63,297  |                          |   | 17,971         |  |   | 45,326 
|Leasehold improvements           |  |      | 29,478  |                          |   | 7,243          |  |   | 22,235 
|Capitalized application software |  |      | 399,718 |                          |   | 81,704         |  |   | 318,014
|                                 |  |      |         |                          |   |                |  |   |        
|                                 |  | $    | 731,449 |                          | $ | 174,118        |  | $ | 557,331
|                                 |  |      |         |                          |   |                |  |   |        

Property and Equipment are recorded at cost less accumulated depreciation. Depreciation is
calculated on a straight-line basis over the assets estimated useful lives as follows:



|                                 |  |              
|-------------------------------- |  | -------------
|Computer equipment               |  | 5 years      
|Office Furniture and equipment   |  | 5 years      
|Leasehold improvements           |  | Term of lease
|Capitalized application software |  | 3 years      



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##### Table of Contents

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2007

(Unaudited)



For the three months ended March 31, 2007, the Company capitalized $82,592 in costs related to
the development of new software applications and enhancements made to existing software applications. Software applications are used by our subscribers to access, manage and analyze information in our databases. For the three months ended
March 31, 2007 and 2006, amortization expenses associated with the internally developed application software was $28,683 and $4,563 respectively. At March 31, 2007, the remaining book value of the application software was $318,014.

Total depreciation and amortization expense for the three months ended March 31, 2007 and 2006 was $44,856 and $12,253 respectively.

f) Intangible assets

As at March 31, 2007:



|                                                   |  |      |         |                         |   |               |  |   |        
|-------------------------------------------------- |  | ---- | ------- | ----------------------- | - | ------------- |  | - | -------
|                                                   |  | Cost |         | AccumulatedAmortization |   | Net BookValue
|Amortized intangible assets:                       |  |      |         |                         |   |               |  |   |        
|Purchase option for office building                |  | $    | 10,000  |                         | $ | 1,250         |  | $ | 8,750  
|                                                   |  |      |         |                         |   |               |  |   |        
|                                                   |  |      | 10,000  |                         |   | 1,250         |  |   | 8,750  
|                                                   |  |      |         |                         |   |               |  |   |        
|Unamortized intangible assets:                     |  |      |         |                         |   |               |  |   |        
|Goodwill associated with purchase of business unit |  |      | 110,000 |                         |   |              |  |   | 110,000
|Perpetual software licenses                        |  |      | 63,522  |                         |   |              |  |   | 63,522 
|Domain names                                       |  |      | 10,652  |                         |   |              |  |   | 10,652 
|                                                   |  |      |         |                         |   |               |  |   |        
|                                                   |  |      | 184,174 |                         |   |              |  |   | 184,174
|                                                   |  |      |         |                         |   |               |  |   |        
|Total intangible assets                            |  | $    | 194,174 |                         | $ | 1,250         |  | $ | 192,924
|                                                   |  |      |         |                         |   |               |  |   |        

Amortization for amortized intangible assets is calculated on a straight-line basis over the
assets estimated useful lives. The useful life of the purchase option is 5 years which is the term of the option. For the three months ended March 31, 2007, amortization expense for amortized intangible assets was $536. There was no
amortization expense for intangible assets in the comparative period.

The Company assesses potential impairments to its unamortized
intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the carrying amount of the unamortized intangible asset is not
recoverable and exceeds its fair value. The carrying amount of an unamortized intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any
required impairment loss is measured as the amount by which the carrying



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2007

(Unaudited)



amount of an unamortized intangible asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to
operating results.

g) Stock-based compensation

The following table summarizes the classification of the stock-based compensation expense recognized in the Consolidated Statements of Operations as follows:



|                                       |  |                              |  |       
|-------------------------------------- |  | ---------------------------- |  | ------
|                                       |  | Three months ended March 31,
|                                       |  | 2007                         |  | 2006  
|Sales and marketing                    |  | 10,950                       |  | 7,974 
|General and administrative             |  | 1,023                        |  | 993   
|Software development                   |  | 32,383                       |  | 24,888
|                                       |  |                              |  |       
|Total stock-based compensation expense |  | 44,356                       |  | 33,855
|                                       |  |                              |  |       

As of March 31, 2007, there was $464,033 of total unrecognized compensation cost related to
non-vested stock-based compensation, which is to be recognized over a weighted average period of 2.88 years.

We calculate the fair value of
stock options granted under the provisions of FAS No. 123R using the Black-Scholes valuation model. Under this method, the weighted average fair value of stock options granted during the three months ended March 31, 2007 and 2006 were nil,
as there were no options granted during the current or comparative period.

h) Software development

Expenditures for software development are expensed as incurred. The Company expensed $174,653 and $127,516 in software development costs during the three
months ended March 31, 2007 and 2006, respectively, primarily related to the maintenance of existing products and services, and the development of new products.

i) New accounting standards

Effective January 1, 2007, the Company adopted FASB Interpretation
No. 48 entitled Accounting for Uncertainty in Income TaxesAn Interpretation of FASB Statement No. 109 (FIN 48). This interpretation prescribes a recognition threshold and measurement method for the recognition
of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance related to uncertain tax positions on the derecognition, measurement (according to the more likely than not criterion), classification, interest and
penalties, accounting in interim periods and disclosure. We have evaluated all tax positions in accordance with FIN 48, and have concluded that there is no impact to our consolidated financial statements. Refer to Note 5 for additional disclosure.

In February 2007, FASB issued SFAS No. 159 entitled The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an amendment of FASB Statement No. 115 (FAS No. 159). FAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not
currently required to be



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2007

(Unaudited)



measured at fair value and establishes presentation and disclosure requirements. Unrealized gains and losses on items for which the fair value option has
been elected will be reported in earnings. FAS No. 159 is effective for fiscal years beginning after November 15, 2007. The impact, if any, that FAS No. 159 will have on our consolidated financial statements is not yet determinable.

j) Reclassification

Certain figures in the comparative period have been reclassified to conform to the current years presentation, with no effect on net loss.



|3. | RELATED PARTIES
|-- | ---------------

In 2004 the Company entered into a
loan agreement with Bravenet Web Services, Inc. (Bravenet). On March 30, 2007, the Company borrowed an additional $500,000. As at March 31, 2007, the Company has borrowed a total of $1,000,000 from Bravenet with interest at
10% per annum. The President and Chief Executive Officer of Quotemedia, Ltd., a wholly owned subsidiary, is a control person of Bravenet. At March 31, 2007, the loan balance due to Bravenet including accrued interest is $1,124,538.

From January 1, 2005 to November 30, 2006, Bravenet provided the Company customer promotion and lead generation services. For the
comparative three months ended March 31, 2006 Quotemedia incurred $90,959 of sales expenses related to customer promotion and lead generation services provided by Bravenet. At March 31, 2007, all amounts due to Bravenet for customer
promotion and lead generation services have been accrued in amounts due to related parties, and total $611,774 including accrued interest at 10% per annum.

On September 29, 2006, Quotemedia, Ltd. purchased of the Bravenet business unit that was responsible for providing the Company customer promotion and lead generation services. The $110,000 purchase price due to
Bravenet has been accrued in amounts due to related parties, and remains unpaid as at March 31, 2007. At March 31, 2007, the balance due to Bravenet for the unpaid purchase price is $111,263, which includes interest accrued at 10%.

Commencing May 1, 2006, Bravenet began providing computer hosting and maintenance services to the Company for approximately $6,000 per
month. At March 31, 2007, all amounts due to Bravenet related to computer hosting and maintenance services have been accrued in amounts due to related parties. At March 31, 2007, the balance due to Bravenet for unpaid computer hosting and
maintenance services is $98,794. This amount includes interest accrued at 10%.

Commencing May 1, 2006, the Company began leasing
office space from Harrison Avenue Holdings Ltd. (Harrison) for approximately $9,200 per month. The President and Chief Executive Officer of Quotemedia, Ltd., a wholly owned subsidiary, is a control person of Harrison. At March 31,
2007, all amounts due to Harrison related to the leased office space



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2007

(Unaudited)



have been accrued in amounts due to related parties. As at March 31, 2007, the balance due to Harrison for unpaid office rent is $113,003. This amount
includes interest accrued at 10%.

At March 31, 2007, the Company owed $661,595 to an officer of the Company for accrued salary. This
amount includes interest accrued at 10%.

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.



|4. | STOCKHOLDERS DEFICIT
|-- | ---------------------

a) Preferred shares

We are authorized to issue up to 10,000,000 non-designated preferred shares at the Board of Directors discretion. As at
March 31, 2007 no preferred shares have been issued.

b) Common stock

During the three months ended March 31, 2007, we issued a total of 534,149 shares of common stock to employees of the Company pursuant to the
exercise of stock options. The employees exercised a total of 806,975 stock options at exercise prices ranging from $0.05 to $0.20. The Company repurchased a total of 272,826 shares of common stock to pay the total exercise cost of $85,145. The
repurchased common stock was valued at stock prices ranging from $0.29 to $0.37 per share which were the closing prices of our common stock on the dates of the transactions. Pursuant to the terms of the option agreements, the Companys Board of
Director is required to approve the repurchase of the shares. The average of the value of the shares repurchased and surrendered was $0.31 per share.

c) Stock option plan

We have stock option plans whereby shares of our common stock may be issued
pursuant to the exercise of stock options granted to employees, officers, directors, advisors, and our independent contractors. The exercise price of the common stock underlying an option will be determined by the Board of Directors or compensation
committee and may be equal to, greater than, or less than the market value of our common stock at the date of grant but in no event less than 50% of such market value. The options generally vest in one to four years unless, at the discretion of the
Board of Directors, alternative vesting methods are allowed. The term of each option is determined at the time of grant and may extend to a maximum of ten years. At March 31, 2006, we had reserved 12,500,000 options for issuance under the stock
option plan. Options may also be granted outside our stock option plan. Options granted outside the plan generally contain terms that are more restrictive in nature and have



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2007

(Unaudited)



a maximum expiration term of ten years. We may grant an unlimited number of options outside our stock option plan at the discretion of the Board of
Directors.

The following table represents stock option and warrant activity for the three months ended March 31, 2007:



|                                 |  |                     |   |  |                                 |     
|-------------------------------- |  | ------------------- | - |  | ------------------------------- | ----
|                                 |  | Options andWarrants |   |  | Weighted-Average Exercise Price
|Outstanding at December 31, 2006 |  | 39,969,357          |   |  | $                               | 0.13
|Stock options exercised          |  | (525,000            | ) |  | $                               | 0.05
|Warrants exercised               |  | (281,975            | ) |  | $                               | 0.20
|Forfeited/Expired                |  | (100,000            | ) |  | $                               | 0.40
|                                 |  |                     |   |  |                                 |     
|Outstanding at March 31, 2007    |  | 39,062,382          |   |  | $                               | 0.14
|                                 |  |                     |   |  |                                 |     

The following table summarizes our non-vested stock option activity for the three months ended
March 31, 2007:



|                                                           |  |                     |   |  |                                        |     
|---------------------------------------------------------- |  | ------------------- | - |  | -------------------------------------- | ----
|                                                           |  | Options andWarrants |   |  | Weighted- Average Grant Date
FairValue
|Non-vested stock options and warrants at December 31, 2006 |  | 2,601,000           |   |  | $                                      | 0.36
|Vested during the period                                   |  | (222,375            | ) |  | $                                      | 0.37
|Forfeited during the period                                |  | (40,000             | ) |  | $                                      | 0.40
|                                                           |  |                     |   |  |                                        |     
|Non-vested stock options and warrants at March 31, 2007    |  | 2,338,625           |   |  | $                                      | 0.36
|                                                           |  |                     |   |  |                                        |     



|                        |  |                                     |  |                                          |  |                              |      |                                    |            |                               |   |     
|----------------------- |  | ----------------------------------- |  | ---------------------------------------- |  | ---------------------------- | ---- | ---------------------------------- | ---------- | ----------------------------- | - | ----
|                        |  | Options and Warrants Outstanding    |  | Options and Warrants Exercisable        
|Range of Exercise Price |  | NumberOutstanding at March 31, 2007 |  | WeightedAverageRemainingContractual Life |  | WeightedAverageExercisePrice |      | NumberExercisable atMarch 31, 2007 |            | WeightedAverageExercise Price
|$0.05-0.10              |  | 28,206,026                          |  | 0.71                                     |  | $                            | 0.05 |                                    | 28,206,026 |                               | $ | 0.05



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2007

(Unaudited)



|           |  |           |  |      |  |   |      |  |           |  |   |     
|---------- |  | --------- |  | ---- |  | - | ---- |  | --------- |  | - | ----
|$0.11-0.30 |  | 2,601,886 |  | 1.00 |  | $ | 0.16 |  | 2,506,866 |  | $ | 0.16
|$0.31-0.50 |  | 8,254,470 |  | 7.36 |  | $ | 0.41 |  | 6,010,845 |  | $ | 0.42

As at March 31, 2007 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.

At March 31, 2007 the aggregate
intrinsic value of options and warrants outstanding was $9,214,315 and the aggregate intrinsic value of options and warrants exercisable was $9,157,940. Total intrinsic value of options exercised during the three months ended March 31, 2007 was
$156,948. 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.

The Company is authorized to issue up to 100,000,000 common shares and 10,000,000 non-designated preferred shares. Until such time as the Company is able
to increase its authorized number of shares of common stock, in the event that an exercise of warrants or stock options would result in the number of issued common shares exceeding the authorized limit, the Company would designate the preferred
shares with the same rights and preferences as the common shares to accommodate the exercise of the options or warrants.



|5. | INCOME TAXES
|-- | ------------

On January 1, 2007, the Company
adopted the provisions of the Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of Financial Accounting Standards Board No. 109, Accounting for
Income Taxes (FASB 109). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is
more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position
meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. FIN 48 applies to all tax positions related to income taxes subject to FASB 109. Based
on the analysis performed, the Company did not record any unrecognized tax positions as of January 1, 2007 or March 31, 2007.

The
Company is subject to income taxes in the United States and Canada. We recognize potential interest and penalties related to income tax matters in income tax expense. Tax regulations within each jurisdiction are subject to the interpretation of the
related tax laws and regulations and require significant judgment to apply. Tax years ranging from 1999 to 2006 remain subject to examination in the United States and Canada.



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2007

(Unaudited)



|6. | SUPPLEMENTARY CASH FLOW INFORMATION
|-- | -----------------------------------



|                             |  |      |       |      |   |      
|---------------------------- |  | ---- | ----- | ---- | - | -----
|Three months ended March 31, |  | 2007 |       | 2006
|Cash flow information:       |  |      |       |      |   |      
|Cash paid for Interest       |  | $    | 694   |      | $ | 517  
|Cash received for Interest   |  |      | 6,370 |      |   | 4,214
|Cash paid for taxes          |  |      |      |      |   |     

As discussed in Note 4 b), we issued a total of 534,149 shares of common stock to employees of the
Company pursuant to the exercise of stock options. The employees exercised a total of 806,975 stock options at exercise prices ranging from $0.05 to $0.20. The Company repurchased a total of 272,826 shares of common stock to pay the total exercise
cost of $85,145.



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|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 of Form 10-KSB for the year ended December 31, 2006 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, of quotemedia refer to QuoteMedia, Inc., and it predecessors, operating divisions, and subsidiaries.

This report should be read in conjunction with our Form 10-KSB for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission.

Overview

We are a financial software developer and a distributor of market data and research
information to online brokerages, clearing firms, banks, media properties, public companies and financial service corporations world wide. 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 XML market data feeds ready to implement with standardized Document Type Definitions (DTDs).

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.



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Our Portfolio Management Systems consist of Quotestream Desktop, Quotestream Wireless, and
our Web Portfolio Management systems. Quotestream 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 is available to customers in both a desktop version accessible via personal computer and, concurrently, in a companion wireless version accessible via a
wide variety of wireless handheld devices.

We generate recurring revenue from each product line by licensing services to financial
institutions, and websites. Contracts to license Quotestream to our corporate clients typically have a term of two to three years and are automatically renewed unless notice is given within 90 days. 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 two years and are automatically renewed unless notice is given within 90 days.

During the three months ended March 31, 2007, we achieved significant revenue growth compared to the same period in 2006. The growth resulted from increased sales of our Interactive Content and Data Applications
as we continued to expand our line of financial data products and the depth of our data offerings throughout the year. Increased subscriptions to Quotestream during the year also contributed to our revenue growth. Based on revenue earned to date in
2007, and on existing revenue under contract as of the date of this report, we anticipate that our revenue for fiscal 2007 will be significantly greater than the revenue earned in fiscal 2006. We expect revenue growth in 2007 to be primarily driven
by our Financial Data Products and our new Quotestream II product offering. We also anticipate growth as we expand our product line to include international market data consisting of equity quotes from many of the major world exchanges as well as
other additional new data sets. We also anticipate acquiring new customers for our Data Feed Services.

Our operating expenses were also
significantly greater in the quarter ended March 31, 2007 than in the comparative quarter in 2006. This growth was as result of increasing our staffing and operating capacities over the past 15 months to prepare for our entry into the data feed
market, which we are presently commencing.

Our comparative gross profit margin decreased resulting from the addition, over the course of
2006 and continuing throughout the quarter just ended, of new fixed data costs to support our entry into this major new market segment. Because a significant portion of these cost are fixed, we expect higher gross margins as revenue increases.

Our plan of operation during this year focuses on marketing our new Data Feed capabilities, releasing our new international data sets, as
well as introducing and marketing Quotestream II to the Investment Professional market. We will continue to add new data content to expand our line of Financial Data Products and to licensee our Quotestream Wireless application. 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 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.



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Our future performance will be subject to a number of business factors, including those beyond our
control, such as economic downturns 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. In addition, because our company has had only limited operations to date, there can be no assurance that our estimates will prove to be
accurate or that unforeseen events will not occur.

Results of Operations  Three months ended March 31, 2007 and March 31, 2006

Revenue



|                  |  |                              |           |      |   |            |  |            |         |  |    |  
|----------------- |  | ---------------------------- | --------- | ---- | - | ---------- |  | ---------- | ------- |  | -- | -
|                  |  | Three months ended March 31, |           |      |  
|                  |  | 2007                         |           | 2006 |   | Change ($) |  | Change (%) |        
|Licensing revenue |  | $                            | 1,160,700 |      | $ | 838,266    |  | $          | 322,434 |  | 38 | %

Licensing revenue increased $322,434 (38%) when comparing the three month periods ended
March 31, 2007 and 2006. This increase reflects sales growth for both our Interactive Content and Data Applications and our Portfolio Management Systems.

We expanded our line of Interactive Content and Data Applications, which includes XML market data feeds. This resulted in a $168,027 (30%) increase in Interactive Content and Data Application revenue when
comparing the three month periods ended March 31, 2007 and 2006. The number of Quotestream subscribers and the average subscription revenue per user increased during the period; resulting in a $154,407 (57%) increase in Portfolio
Management System revenue from the comparative period. Portfolio Management System revenue includes revenue from licensing of one of our portfolio management applications in exchange for advertising services, referred to as barter
revenue whereby advertising credits were received for subscription services. This barter revenue amounted to $90,000 for the three month period ended March 31, 2007, compared to $75,000 earned in comparative period.



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##### Table of Contents

Cost of Revenue and Gross Profit Summary



|                |  |                              |         |   |      |   |         |            |  |            |         |  |    |  
|--------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | ---------- |  | ---------- | ------- |  | -- | -
|                |  | Three months ended March 31, |         |   |      |  
|                |  | 2007                         |         |   | 2006 |   |         | Change ($) |  | Change (%) |        
|Cost of revenue |  | $                            | 513,714 |   |      | $ | 285,253 |            |  | $          | 228,461 |  | 80 | %
|                |  |                              |         |  
|Gross profit    |  | $                            | 646,986 |   |      | $ | 553,013 |            |  | $          | 93,973  |  | 17 | %
|                |  |                              |         |  
|Gross margin %  |  |                              | 56      | % |      |   | 66      | %          |  |            |         |  |    |  

Our cost of revenue consists of fixed and variable stock exchange fees, data feed provisioning
costs and bandwidth charges. Cost of revenue increased $228,461 (80%) when comparing the three month periods ended March 31, 2007 and 2006. The increase is primarily due to communication costs associated with our new data feed which was
implemented in February 2006 to support our major technology expansion and reconfiguration program. The increase is also due to additional data feeds and content required to support the new products and features that we have recently launched, and
new products that we plan to introduce to the market in the second and third quarters of 2007. We also incurred increases in variable stock exchange, data feed, and bandwidth usage charges resulting from the growth in the number of clients from the
comparable period. This resulted in the cost of revenue increasing as a percentage of sales, as evidenced by our gross margin percentage which decreased to 56% for the three month period ended March 31, 2007, from 66% in the comparable period.

Operating Expenses Summary



|                           |  |                              |         |      |   |            |  |            |         |  |     |  
|-------------------------- |  | ---------------------------- | ------- | ---- | - | ---------- |  | ---------- | ------- |  | --- | -
|                           |  | Three months ended March 31, |         |      |  
|                           |  | 2007                         |         | 2006 |   | Change ($) |  | Change (%) |        
|Sales and marketing        |  | $                            | 432,948 |      | $ | 163,834    |  | $          | 269,114 |  | 164 | %
|General and administrative |  |                              | 357,961 |      |   | 311,774    |  |            | 46,187  |  | 15  | %
|Software development       |  |                              | 174,653 |      |   | 127,516    |  |            | 47,137  |  | 37  | %
|                           |  |                              |         |      |   |            |  |            |         |  |     |  
|Total operating expenses   |  | $                            | 965,562 |      | $ | 603,124    |  | $          | 362,438 |  | 60  | %
|                           |  |                              |         |      |   |            |  |            |         |  |     |  

Sales and Marketing

Sales and marketing consists primarily of lead generation salaries, investor relations, travel, and advertising expenses. Sales and marketing expenses
increased $269,114 (164%) when comparing the three month periods ended March 31, 2007 and 2006. The increase is due primarily to the Company moving its lead generation services in house effective May 1, 2006. Quotemedia Ltd., a wholly
owned subsidiary of Quotemedia, Inc., now performs lead generation services for Quotemedia, Inc. Prior to May 2006, lead generation services were performed by Bravenet Web Services Inc.



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Included in sales and marketing expense is $75,000 in non-cash advertising costs incurred in the three
month period ended March 31, 2007. We receive advertising credits in exchange for subscription services. The advertising credits are with a large national magazine and are part of a significant advertising campaign launched in 2006. The
advertising credits are expensed as used, and unused advertising credits are reflected as prepaid expenses. We used $75,000 in advertising credits during the comparative period in 2006.

General and Administrative

General
and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses increased $46,187 (15%) when comparing the three month periods ended March 31,
2007 and 2006. Commencing May 2006, Quotemedia Ltd. rented new office space for its lead generation personnel, resulting in increased office rent expense from the comparative period. The increase in general and administrative expenses is also due to
increased audit and accounting fees compared to same period in 2006. Depreciation expense also increased due to the purchase of new computer equipment and the amortization of capitalized software development costs.

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 $47,137 (37%) when comparing the three month periods ended March 31, 2007 and 2006. Salary expense for software development personnel increased from the
comparative period, as we made competitive salary adjustments for existing employees, and added new software development personnel. Additional software development personnel were required for our technology expansion and reconfiguration program.
This program is being undertaken in preparation for our entry into the raw financial data feed provisioning markets.

The increase in
software development expenses noted above was offset by software development costs capitalized during the period. We capitalized $82,592 of development costs in the three months ended March 31, 2007, compared to $42,757 in same period in 2006.
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 three years which is their
estimated economic life.



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##### Table of Contents

Other Income and (Expense) Summary



|                                  |  |                              |         |   |      |   |         |  
|--------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                  |  | Three months ended March 31, |        
|                                  |  | 2007                         |         |   | 2006 |  
|Foreign exchange loss             |  | $                            | (6,455  | ) |      | $ | (1,387  | )
|Interest expense                  |  |                              | (47,054 | ) |      |   | (20,514 | )
|                                  |  |                              |         |   |      |   |         |  
|Total other income and (expenses) |  | $                            | (53,509 | ) |      | $ | (21,901 | )
|                                  |  |                              |         |   |      |   |         |  

Foreign Exchange Loss

Exchange gains and losses arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars. Exchange gains and losses
vary with the change in associated exchanges rates.

Interest Expense

Interest is accrued on certain amounts owed to related parties. Interest expense increased for the three month period ended March 31, 2007 due to
additional borrowings compared to same period in 2006. Interest is accrued at 10% per annum.

Net income (loss) for the period

As a result of the foregoing, net loss for the three month period ended March 31, 2007 was $(372,085) or $(0.01) per share compared to a loss of $72,012 or less than
$(0.01) per share for the three month period ended March 31, 2006.

Liquidity and Capital Resources

Our cash totaled $1,127,470 at March 31, 2007, as compared with $886,251 at December 31, 2006, an increase of $241,219. Net cash of $103,957 was used in
operations for the three month period ended March 31, 2007, primarily due to the net loss for the period, offset by the increase in accounts payable and amounts due to related parties. Net cash used in investing activities for the three month
period ended March 31, 2007 was $119,546 resulting from the purchase of new equipment and capitalized software development costs. Net cash provided by financing activities for the three month period ended March 31, 2007 was $464,722
resulting from a new $500,000 loan from a related party, offset by the repayment of amounts due to related parties.

Our current liabilities include
$454,273 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. Deferred revenue of $341,357 is also included in our current liabilities. The costs required to be incurred to realize the deferred revenue in the next 12 months are minimal.



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##### Table of Contents

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, to implement our business plan may require additional financing. Additional financings may come from future equity or debt offerings that could result in dilution to
our stockholders.

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 3. | Controls and Procedures
|------- | -----------------------

We have evaluated, with the participation
of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2007. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded
that our disclosure controls and procedures are effective to ensure that we record, process, summarize, and report information required to be disclosed by us in our quarterly reports filed under the Securities Exchange Act within the time periods
specified by the Securities and Exchange Commissions rules and forms. During the quarterly period covered by this report, there have not been any changes in our internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

PART II - OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS -NONE
|------- | -----------------------



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS -NONE
|------- | -----------------------------------------------------------------



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES -NONE
|------- | -------------------------------------



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -NONE
|------- | ---------------------------------------------------------



|ITEM 5. | OTHER INFORMATION -NONE
|------- | -----------------------



|ITEM 6. | EXHIBITS
|------- | --------



|              |  |                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                                                                    
|31.1          |  | Certification of Chief 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 Chief 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 Chief 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 Chief 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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##### Table of Contents

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: May 15, 2007By:

/s/ R. Keith GuelpaR. Keith Guelpa,President and Chief Executive Officer(Principal Executive Officer)By:

/s/ Keith J. RandallKeith J. Randall,Chief Financial Officer(Principal Accounting Officer)




21