##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark one)

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

For the quarterly period ended June 30, 2009

OR



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

For the transition period
 to

Commission File Number: 0-28599





QUOTEMEDIA, INC.

(Exact name of registrant as specified in its charter)







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

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

(Address of Principal Executive Offices)

(480) 905-7311

(Registrants Telephone Number, Including Area Code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   þ    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 in Rule 12b-2 of the Exchange Act. (Check one):



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

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

The Registrant has 89,371,320 shares of common stock outstanding as at August 6, 2009.









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##### Table of Contents

QUOTEMEDIA, INC.

FORM 10-Q for the Quarter Ended June 30, 2009

INDEX



|                              |  |                                                                                                 |  |     
|----------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                 |  | Page
|Part I. Financial Information |  |                                                                                                
|                              |  | Item 1. Financial Statements (unaudited):                                                       |  |     
|                              |  | Consolidated Balance Sheets at June 30, 2009 and December 31, 2008                              |  | 3   
|                              |  | Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008 |  | 4   
|                              |  | Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008           |  | 5   
|                              |  | Notes to Consolidated Financial Statements                                                      |  | 6   
|                              |  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations   |  | 18  
|                              |  | Item 4T. Controls and Procedures                                                                |  | 25  
|Part II. Other Information    |  |                                                                                                
|                              |  | Item 6. Exhibits                                                                                |  | 26  
|Signatures                    |  | 26                                                                                             



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##### Table of Contents

QUOTEMEDIA, INC.

CONSOLIDATED BALANCE SHEETS



|                                                                                                                       |  |               |             |   |                   |   |             |  
|---------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                       |  | June 30, 2009 |             |   | December 31, 2008 |  
|                                                                                                                       |  | (Unaudited)   |             |   |                   |  
|ASSETS                                                                                                                 |  |               |             |   |                   |   |             |  
|Current assets:                                                                                                        |  |               |             |   |                   |   |             |  
|Cash and equivalents                                                                                                   |  | $             | 431,460     |   |                   | $ | 536,624     |  
|Accounts receivable, net                                                                                               |  |               | 403,376     |   |                   |   | 317,990     |  
|Forward contract margin deposit                                                                                        |  |               | 76,250      |   |                   |   | 68,750      |  
|Prepaid expenses                                                                                                       |  |               | 290,789     |   |                   |   | 281,929     |  
|Other current assets                                                                                                   |  |               | 159,965     |   |                   |   | 52,231      |  
|                                                                                                                       |  |               |             |   |                   |   |             |  
|Total current assets                                                                                                   |  |               | 1,361,840   |   |                   |   | 1,257,524   |  
|Deposits                                                                                                               |  |               | 23,978      |   |                   |   | 22,998      |  
|Property and equipment, net                                                                                            |  |               | 1,043,020   |   |                   |   | 1,006,693   |  
|Intangible assets                                                                                                      |  |               | 188,768     |   |                   |   | 191,862     |  
|                                                                                                                       |  |               |             |   |                   |   |             |  
|Total assets                                                                                                           |  | $             | 2,617,606   |   |                   | $ | 2,479,077   |  
|                                                                                                                       |  |               |             |   |                   |   |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                  |  |               |             |   |                   |   |             |  
|Current liabilities:                                                                                                   |  |               |             |   |                   |   |             |  
|Accounts payable and accrued liabilities                                                                               |  | $             | 1,003,850   |   |                   | $ | 939,387     |  
|Deferred revenue                                                                                                       |  |               | 398,622     |   |                   |   | 447,246     |  
|Current portion of amounts due to related parties                                                                      |  |               | 775,103     |   |                   |   | 626,729     |  
|                                                                                                                       |  |               |             |   |                   |   |             |  
|Total current liabilities                                                                                              |  |               | 2,177,575   |   |                   |   | 2,013,362   |  
|                                                                                                                       |  |               |             |   |                   |   |             |  
|Long-term portion of amounts due to related parties                                                                    |  |               | 2,333,069   |   |                   |   | 2,049,737   |  
|Stockholders deficit:                                                                                                 |  |               |             |   |                   |   |             |  
|Preferred stock, nondesignated, 10,000,000 shares authorized, none issued                                              |  |               |            |   |                   |   |            |  
|Common stock, $0.001 par value, 100,000,000 shares authorized, 89,371,320 and 89,371,320 shares issued and outstanding |  |               | 89,372      |   |                   |   | 89,372      |  
|Additional paid-in capital                                                                                             |  |               | 8,476,968   |   |                   |   | 8,384,859   |  
|Accumulated deficit                                                                                                    |  |               | (10,459,378 | ) |                   |   | (10,058,253 | )
|                                                                                                                       |  |               |             |   |                   |   |             |  
|Total stockholders deficit                                                                                            |  |               | (1,893,038  | ) |                   |   | (1,584,022  | )
|                                                                                                                       |  |               |             |   |                   |   |             |  
|Total liabilities and stockholders deficit                                                                            |  | $             | 2,617,606   |   |                   | $ | 2,479,077   |  
|                                                                                                                       |  |               |             |   |                   |   |             |  

See accompanying notes



3



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QUOTEMEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|------------------------------------ |  | --------------------------- | ---------- | - | ------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                     |  | Three months ended June 30, |            |   | Six months ended June 30, |  
|                                     |  | 2009                        |            |   | 2008                      |   |            | 2009 |  |   | 2008       |  
|REVENUE                              |  | $                           | 1,836,736  |   |                           | $ | 1,724,396  |      |  | $ | 3,747,560  |   |  | $ | 3,412,071  |  
|Cost of revenue                      |  |                             | 816,624    |   |                           |   | 748,420    |      |  |   | 1,602,989  |   |  |   | 1,464,952  |  
|                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Gross profit                         |  |                             | 1,020,112  |   |                           |   | 975,976    |      |  |   | 2,144,571  |   |  |   | 1,947,119  |  
|OPERATING EXPENSES:                  |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Sales and marketing                  |  |                             | 478,600    |   |                           |   | 595,948    |      |  |   | 927,155    |   |  |   | 1,128,737  |  
|General and administrative           |  |                             | 515,698    |   |                           |   | 419,504    |      |  |   | 1,018,092  |   |  |   | 897,739    |  
|Software development                 |  |                             | 250,102    |   |                           |   | 244,875    |      |  |   | 521,651    |   |  |   | 517,934    |  
|                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                     |  |                             | 1,244,400  |   |                           |   | 1,260,327  |      |  |   | 2,466,898  |   |  |   | 2,544,410  |  
|                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|OPERATING LOSS                       |  |                             | (224,288   | ) |                           |   | (284,351   | )    |  |   | (322,327   | ) |  |   | (597,291   | )
|OTHER INCOME AND (EXPENSE):          |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Foreign exchange gain (loss), net    |  |                             | 98,092     |   |                           |   | (10,579    | )    |  |   | 65,444     |   |  |   | 8,793      |  
|Interest expense                     |  |                             | (73,769    | ) |                           |   | (59,895    | )    |  |   | (142,583   | ) |  |   | (113,283   | )
|                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                     |  |                             | 24,323     |   |                           |   | (70,474    | )    |  |   | (77,139    | ) |  |   | (104,490   | )
|                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|NET LOSS BEFORE INCOME TAXES         |  |                             | (199,965   | ) |                           |   | (354,825   | )    |  |   | (399,466   | ) |  |   | (701,781   | )
|Provision for income taxes           |  |                             | (854       | ) |                           |   | (5,933     | )    |  |   | (1,659     | ) |  |   | (13,896    | )
|                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|NET LOSS                             |  |                             | (200,819   | ) |                           |   | (360,758   | )    |  |   | (401,125   | ) |  |   | (715,677   | )
|                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|LOSS PER SHARE:                      |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Basic and diluted loss per share     |  |                             | (0.00      | ) |                           |   | (0.00      | )    |  |   | (0.00      | ) |  |   | (0.01      | )
|WEIGHTED AVERAGE SHARES OUTSTANDING: |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Basic and diluted                    |  |                             | 89,371,320 |   |                           |   | 88,972,419 |      |  |   | 89,371,320 |   |  |   | 88,877,763 |  

See accompanying notes



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QUOTEMEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                |  |                           |          |   |      |   |          |  
|------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                |  | Six months ended June 30, |         
|                                                                                |  | 2009                      |          |   | 2008 |  
|OPERATING ACTIVITIES:                                                           |  |                           |          |   |      |   |          |  
|Net loss                                                                        |  | $                         | (401,125 | ) |      | $ | (715,677 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                           |          |   |      |   |          |  
|Depreciation and amortization                                                   |  |                           | 271,647  |   |      |   | 192,715  |  
|Bad debt expense                                                                |  |                           | 52,480   |   |      |   | 39,740   |  
|Stock-based compensation expense                                                |  |                           | 92,109   |   |      |   | 273,354  |  
|Noncash advertising revenue                                                     |  |                           | (180,000 | ) |      |   | (180,000 | )
|Noncash barter advertising expense                                              |  |                           | 180,000  |   |      |   | 180,000  |  
|Changes in assets and liabilities:                                              |  |                           |          |   |      |   |          |  
|Accounts receivable                                                             |  |                           | (137,866 | ) |      |   | (70,156  | )
|Prepaid expenses                                                                |  |                           | (8,860   | ) |      |   | (16,321  | )
|Other current assets                                                            |  |                           | (107,734 | ) |      |   | (3,520   | )
|Deposits                                                                        |  |                           | (980     | ) |      |   | (34,249  | )
|Accounts payable and amounts due to related parties                             |  |                           | 496,169  |   |      |   | 678,662  |  
|Deferred revenue                                                                |  |                           | (48,624  | ) |      |   | 32,880   |  
|                                                                                |  |                           |          |   |      |   |          |  
|Net cash provided by operating activities                                       |  |                           | 207,216  |   |      |   | 377,428  |  
|                                                                                |  |                           |          |   |      |   |          |  
|INVESTING ACTIVITIES:                                                           |  |                           |          |   |      |   |          |  
|Purchase of fixed assets                                                        |  |                           | (49,080  | ) |      |   | (31,502  | )
|Capitalized application software                                                |  |                           | (255,800 | ) |      |   | (267,528 | )
|Forward contract margin deposit                                                 |  |                           | (7,500   | ) |      |   |         |  
|                                                                                |  |                           |          |   |      |   |          |  
|Net cash used in investing activities                                           |  |                           | (312,380 | ) |      |   | (299,030 | )
|                                                                                |  |                           |          |   |      |   |          |  
|Financing activities:                                                           |  |                           |          |   |      |   |          |  
|Proceeds from exercise of stock options                                         |  |                           |         |   |      |   | 27,500   |  
|                                                                                |  |                           |          |   |      |   |          |  
|Net cash provided by financing activities                                       |  |                           |         |   |      |   | 27,500   |  
|                                                                                |  |                           |          |   |      |   |          |  
|Net increase (decrease) in cash                                                 |  |                           | (105,164 | ) |      |   | 105,898  |  
|Cash and equivalents, beginning of period                                       |  |                           | 536,624  |   |      |   | 357,316  |  
|                                                                                |  |                           |          |   |      |   |          |  
|Cash and equivalents, end of period                                             |  | $                         | 431,460  |   |      | $ | 463,214  |  
|                                                                                |  |                           |          |   |      |   |          |  

See supplementary information (note 6)

See accompanying notes



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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-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.

These financial statements should be read
in conjunction with our financial statements and the notes thereto for the fiscal year ended December 31, 2008 contained in our Form 10-K filed with the Securities and Exchange Commission dated March 31, 2009.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Nature of operations

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

b) Basis of consolidation

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

c) Foreign currency translation and transactions

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

d) 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



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



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

e) 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 are 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 June 30, 2009 and December 31, 2008, $180,000 in unused advertising credits was included in
prepaid expenses.

The following table summarizes our barter revenue transactions for the three and six months ended June 30, 2009 and 2008:



|                         |  |                            |        |                          |   |        |  |      |         |  |   |        
|------------------------ |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------- |  | - | -------
|                         |  | Three months endedJune 30, |        | Six months endedJune 30,
|                         |  | 2009                       |        | 2008                     |   | 2009   |  | 2008
|Barter revenue earned    |  | $                          | 90,000 |                          | $ | 90,000 |  | $    | 180,000 |  | $ | 180,000
|Advertising credits used |  |                            | 90,000 |                          |   | 90,000 |  |      | 180,000 |  |   | 180,000

f) Property and equipment



|                                 |  |              |            |   |                  |   |           |  
|-------------------------------- |  | ------------ | ---------- | - | ---------------- | - | --------- | -
|                                 |  | June 30,2009 |            |   | December 31,2008 |  
|Computer equipment               |  | $            | 389,523    |   |                  | $ | 341,674   |  
|Office furniture and equipment   |  |              | 64,783     |   |                  |   | 64,079    |  
|Leasehold improvements           |  |              | 34,395     |   |                  |   | 33,868    |  
|Capitalized application software |  |              | 1,605,114  |   |                  |   | 1,349,314 |  
|                                 |  |              |            |   |                  |   |           |  
|Total property and equipment     |  |              | 2,093,815  |   |                  |   | 1,788,935 |  
|Less: accumulated depreciation   |  |              | (1,050,795 | ) |                  |   | (782,242  | )
|                                 |  |              |            |   |                  |   |           |  
|Property and equipment, net      |  | $            | 1,043,020  |   |                  | $ | 1,006,693 |  
|                                 |  |              |            |   |                  |   |           |  

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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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



For the three and six months ended June 30, 2009, we capitalized $148,874 and $255,800
of costs, respectively, related to the development of new software applications after technological feasibility had been established. We also capitalized costs related to 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 June 30, 2009 and 2008, amortization expenses associated with the internally developed application software was $116,160 and $81,967
respectively. For the six months ended June 30, 2009 and 2008, amortization expenses associated with the internally developed application software was $227,031 and $153,080 respectively. At June 30, 2009, the remaining book value of the
capitalized application software was $804,473. Depreciation expense for equipment and leaseholds for the three months ended June 30, 2009 and 2008 was $21,918 and $18,762 respectively. Depreciation expense for equipment and leaseholds for the
six months ended June 30, 2009 and 2008 was $41,522 and $36,541 respectively.

g) Intangible assets



|                                                   |  |              |         |   |                  |   |         |  
|-------------------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                   |  | June 30,2009 |         |   | December 31,2008 |  
|Amortized intangible assets:                       |  |              |         |   |                  |   |         |  
|Purchase option for office building                |  | $            | 10,000  |   |                  | $ | 10,000  |  
|Software licenses                                  |  |              | 70,256  |   |                  |   | 70,256  |  
|Domain names                                       |  |              | 10,652  |   |                  |   | 10,652  |  
|                                                   |  |              |         |   |                  |   |         |  
|                                                   |  |              | 90,908  |   |                  |   | 90,908  |  
|                                                   |  |              |         |   |                  |   |         |  
|Unamortized intangible assets:                     |  |              |         |   |                  |   |         |  
|Goodwill associated with purchase of business unit |  |              | 110,000 |   |                  |   | 110,000 |  
|                                                   |  |              |         |   |                  |   |         |  
|Total intangible assets                            |  |              | 200,908 |   |                  |   | 200,908 |  
|Less: accumulated amortization                     |  |              | (12,140 | ) |                  |   | (9,046  | )
|                                                   |  |              |         |   |                  |   |         |  
|Intangible assets, net                             |  | $            | 188,768 |   |                  | $ | 191,862 |  
|                                                   |  |              |         |   |                  |   |         |  

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. The useful life of the software licenses and domain names is estimated to be 20 years. For the three months ended June 30, 2009 and 2008,
amortization expense for amortized intangible assets was $1,547. For the six months ended June 30, 2009 and 2008, amortization expense for amortized intangible assets was $3,094. In accordance with SFAS 142, we evaluate goodwill for impairment.
Through June 30, 2009 we have not had any goodwill impairment.

h) Stock-based compensation

SFAS No. 123 (revised), Share-Based Payments 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.



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Total estimated stock-based compensation expense, related to all of the Companys
stock-based awards, recognized for the three and six months ended June 30, 2009 and 2008 was comprised as follows:



|                               |  |                            |        |                          |   |         |  |      |        |  |   |        
|------------------------------ |  | -------------------------- | ------ | ------------------------ | - | ------- |  | ---- | ------ |  | - | -------
|                               |  | Three months endedJune 30, |        | Six months endedJune 30,
|                               |  | 2009                       |        | 2008                     |   | 2009    |  | 2008
|Sales and marketing            |  | $                          | 32,705 |                          | $ | 131,480 |  | $    | 46,550 |  | $ | 194,888
|General and administrative     |  |                            | 5,484  |                          |   | 4,814   |  |      | 8,712  |  |   | 10,288 
|Software development           |  |                            | 21,256 |                          |   | 34,089  |  |      | 36,847 |  |   | 68,178 
|                               |  |                            |        |                          |   |         |  |      |        |  |   |        
|Total stock-based compensation |  | $                          | 59,445 |                          | $ | 170,383 |  | $    | 92,109 |  | $ | 273,354
|                               |  |                            |        |                          |   |         |  |      |        |  |   |        

At June 30, 2009 there was $114,462 of unrecognized compensation cost related to non-vested share-based
payments which is expected to be recognized over a weighted-average period of 1.01 years.

We calculate the fair value of stock options granted under the
provisions of FAS No. 123R using the Black-Scholes valuation model with the following assumptions:



|                                               |  |                            |           |   |                          |   |           |      |  |   |           |   |  |   |           |  
|---------------------------------------------- |  | -------------------------- | --------- | - | ------------------------ | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                               |  | Three months endedJune 30, |           |   | Six months endedJune 30, |  
|                                               |  | 2009                       |           |   | 2008                     |   |           | 2009 |  |   | 2008      |  
|Expected dividend yield                        |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Expected stock price volatility                |  |                            | 214       | % |                          |   | 98        | %    |  |   | 214       | % |  |   | 103       | %
|Risk-free interest rate                        |  |                            | 4         | % |                          |   | 4         | %    |  |   | 4         | % |  |   | 4         | %
|Expected life of options                       |  |                            | 2.6 years |   |                          |   | 5.0 years |      |  |   | 2.6 years |   |  |   | 5.2 years |  
|Weighted average fair value of options granted |  | $                          | 0.06      |   |                          | $ | 0.14      |      |  | $ | 0.06      |   |  | $ | 0.14      |  

Expected volatility is based on the historical volatility of the Companys share price in the period prior to
option grant equivalent to the expected life of the options. The expected term is determined under the simplified method as allowed under the provisions of the Securities and Exchange Commissions Staff Accounting Bulletins
No. 107 and No. 110, and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in
effect at the time of grant.

i) Software development expenses

Software development costs incurred prior to establishing the technological feasibility of our software application products and costs incurred to maintain existing products and services are expensed as incurred. The Company expensed
$250,102 and $244,875 in software development costs during the three months ended June 30, 2009 and 2008, respectively. The Company expensed $521,651 and $517,934 in software development costs during the six months ended June 30, 2009 and
2008, respectively.



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



j) Income taxes

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary
differences between income for financial statement purposes and income for tax purposes as well as operating loss carry-forwards. Deferred tax expenses or recoveries result from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance, when, in the opinion of management, it is likely that some portion of the deferred tax asset will not be realized. Deferred taxes are adjusted for the effects of changes in tax laws and
rates. For the three months ended June 30, 2009 and 2008, we recorded Canadian income tax expense of $854 and $5,933, respectively. For the six months ended June 30, 2009 and 2008, we recorded Canadian income tax expense of $1,659 and
$13,896, respectively.

k) New accounting standards

On
December 4, 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations (SFAS 141R). SFAS 141R requires that, upon a business combination, the acquired assets,
assumed liabilities, contractual contingencies and contingent liabilities, be recognized and measured at their fair value at the acquisition date. SFAS 141R also requires that acquisition-related costs be recognized separately from the acquisition
and expensed as incurred. In addition, SFAS 141R requires that acquired in-process research and development be measured at fair value and capitalized as an indefinite-lived intangible asset, and it is therefore not subject to amortization until the
project is completed or abandoned. Moreover, SFAS 141R requires changes in deferred tax asset valuation allowances and acquired income tax uncertainties that are recognized after the measurement period be recognized in income tax expense. SFAS 141R
is to be applied prospectively and is effective for fiscal years beginning on or after December 15, 2008. We adopted the provisions of SFAS 141R effective January 1, 2009. The adoption of SFAS 141R did not have an impact on our
consolidated financial statements.

On December 4, 2007, the FASB issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51 (SFAS 160). SFAS 160 requires that noncontrolling interests (previously referred to as minority interests) be clearly
identified and presented as a component of equity, separate from the parents equity. SFAS 160 also requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income; that changes in ownership interest be accounted for as equity transactions; and that when a subsidiary is deconsolidated, any retained noncontrolling equity investment in that subsidiary
and the gain or loss on the deconsolidation of that subsidiary be measured at fair value. SFAS 160 is to be applied prospectively, except for the presentation and disclosure requirements (which are to be applied retrospectively for all periods
presented) and is effective for fiscal years beginning after December 15, 2008. We adopted the provisions of SFAS 160 effective January 1, 2009. The adoption of SFAS 160 did not have an impact on our consolidated financial statements.



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



In March 2008, the FASB issued statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires entities that use derivative instruments to provide qualitative disclosures about their objectives and strategies for using such
instruments, as well as any details of credit-risk-related contingent features contained within derivatives. SFAS 161 also requires entities to disclose additional information about the amounts and location of derivatives located within the
financial statements, how the provisions of SFAS 133 have been applied, and the impact that hedges have on an entitys financial position, financial performance, and cash flows. We adopted the provisions of SFAS 161 effective January 1,
2009. See Note 3 b) for disclosures about our derivative instruments and hedging activities.

In January 2009, the FASB released Proposed Staff Position
SFAS 107-b and Accounting Principles Board (APB) Opinion No. 28-a, Interim Disclosures about Fair Value of Financial Instruments (SFAS 107-b and APB 28-a). This proposal amends FASB Statement No. 107, Disclosures about
Fair Values of Financial Instruments, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. The proposal also amends APB Opinion No. 28, Interim
Financial Reporting, to require those disclosures in all interim financial statements. This proposal is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after
March 15, 2009. We adopted SFAS 107-b and APB 28-a during second quarter 2009. See Note 3 a) for disclosures about the fair value of our financial instruments. The adoption of this guidance did not have a significant impact on our financial
position, cash flows, or disclosures.

In March 2009, the FASB released Proposed Staff Position SFAS 157-e, Determining Whether a Market Is Not
Active and a Transaction Is Not Distressed (SFAS 157-e). This proposal provides additional guidance in determining whether a market for a financial asset is not active and a transaction is not distressed for fair value measurement purposes as
defined in SFAS 157, Fair Value Measurements. We adopted the provisions of SFAS 157-e during second quarter 2009. See Note 3 a) for disclosures about the fair value of our fair value instruments. The adoption of this guidance did not
have a significant impact on our financial position, cash flows, or disclosures.

In March 2009, the FASB issued Proposed Staff Position SFAS 115-a, SFAS
124-a, and EITF 99-20-b, Recognition and Presentation of Other-Than-Temporary Impairments. This proposal provides guidance in determining whether impairments in debt securities are other than temporary and modifies the presentation and
disclosures surrounding such instruments. We adopted the provisions of this Proposed Staff Position during second quarter 2009. The adoption of this guidance did not have a significant impact on our financial position, cash flows, or disclosures.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent Events, or SFAS No. 165. SFAS No. 165
establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted SFAS No. 165 for the period ending
June 30, 2009, which did not have an impact on our financial position or results of operations.



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



l) Reclassification

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

3. FINANCIAL INSTRUMENTS

a) Fair value of financial instruments

SFAS No. 157 establishes three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities (referred
to as Level 1), observable inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that are significant to the measurement
of fair value of assets or liabilities (referred to as Level 3).

The following table presents our assets and liabilities that are measured at fair value
on a recurring basis at June 30, 2009 consistent with the fair value hierarchy provisions of SFAS No. 157:



|                           |  |                                     |         |                                                            |   |                                            |  |                                        |        |  |   |  
|-------------------------- |  | ----------------------------------- | ------- | ---------------------------------------------------------- | - | ------------------------------------------ |  | -------------------------------------- | ------ |  | - | -
|                           |  |                                     |         | Fair Value Measurement at Reporting Date Using            
|Description                |  | EstimatedFair Value atJune 30, 2009 |         | Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) |   | Significant OtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Assets:                    |  |                                     |         |                                                            |   |                                            |  |                                        |        |  |   |  
|Money market funds (1)     |  | $                                   | 51,040  |                                                            | $ | 51,040                                     |  | $                                      |       |  | $ | 
|Forward Contracts, net (2) |  |                                     | 94,164  |                                                            |   |                                           |  |                                        | 94,164 |  |   | 
|                           |  |                                     |         |                                                            |   |                                            |  |                                        |        |  |   |  
|Total Assets               |  | $                                   | 145,204 |                                                            | $ | 51,040                                     |  | $                                      | 94,164 |  | $ | 
|                           |  |                                     |         |                                                            |   |                                            |  |                                        |        |  |   |  



|(1) | Included in cash and equivalents
|--- | --------------------------------

|(2) | Included in other current assets
|--- | --------------------------------

b) Derivative instruments

A significant portion of our expenses are paid in Canadian dollars, therefore changes to the exchange rate between the U.S. and Canadian dollar affect
our operating results. To manage this exchange rate risk, we utilize forward contracts to purchase Canadian dollars. Our Company policy limits contracts to maturities of one year or less from the date of issuance. The outstanding contracts as of
June 30, 2009 had maturities ranging up to 8 months. We do not enter into foreign exchange forward contracts for trading purposes.

We account for
derivatives and hedging activities in accordance with SFAS No. 133, which requires that all derivative instruments be recorded on the balance sheet at their respective fair values. The accounting for changes in the fair value of a derivative
instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



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

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



|                  |  |                |           |                      |   |                |  |                      |           |  |   |        |  
|----------------- |  | -------------- | --------- | -------------------- | - | -------------- |  | -------------------- | --------- |  | - | ------ | -
|                  |  | June 30, 2009  |           | December 31, 2008    |  
|                  |  | NotionalAmount |           | Net Asset(Liability) |   | NotionalAmount |  | Net Asset(Liability) |          
|Forward contracts |  | $              | 1,525,000 |                      | $ | 94,164         |  | $                    | 1,375,000 |  | $ | (2,728 | )

We are required to maintain a margin deposit with a foreign exchange corporation equal to 5% of the value of each
forward contract outstanding. We had margin deposits totaling $76,250 and $68,750 related to forward contracts outstanding at June 30, 2009 and December 31, 2008, respectively.

4. RELATED PARTIES

The following table summarizes amounts due to related parties at June 30, 2009 and
December 31, 2008:



|                          |  |              |         |                  |   |           |  |             |         |  |   |          
|------------------------- |  | ------------ | ------- | ---------------- | - | --------- |  | ----------- | ------- |  | - | ---------
|                          |  | June 30,2009 |         | December 31,2008
|                          |  | Current      |         | Non current      |   | Current   |  | Non current
|Purchase of business unit |  | $            | 139,196 |                  | $ |          |  | $           | 125,200 |  | $ |         
|Computer hosting services |  |              | 194,105 |                  |   |          |  |             | 139,218 |  |   |         
|Office rent               |  |              | 424,526 |                  |   |          |  |             | 327,659 |  |   |         
|Other                     |  |              | 17,276  |                  |   |          |  |             | 34,652  |  |   |         
|Loan                      |  |              |        |                  |   | 177,644   |  |             |        |  |   | 169,016  
|Lead generation services  |  |              |        |                  |   | 671,225   |  |             |        |  |   | 638,621  
|Accrued salary            |  |              |        |                  |   | 1,484,200 |  |             |        |  |   | 1,242,100
|                          |  |              |         |                  |   |           |  |             |         |  |   |          
|                          |  | $            | 775,103 |                  | $ | 2,333,069 |  | $           | 626,729 |  | $ | 2,049,737
|                          |  |              |         |                  |   |           |  |             |         |  |   |          

The Company has a loan agreement with Bravenet Web Services, Inc. (Bravenet). The President and Chief
Executive Officer of Quotemedia, Ltd., a wholly owned subsidiary, is a control person of Bravenet. At June 30, 2009, the remaining loan balance due to Bravenet including accrued interest at 10% is $177,644.



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



From January 1, 2005 to November 30, 2006, Bravenet provided the Company customer
promotion and lead generation services. At June 30, 2009, all amounts due to Bravenet for customer promotion and lead generation services have been accrued in amounts due to related parties, and total $671,225 including accrued interest at
10% per annum.

On September 29, 2006, Quotemedia, Ltd. purchased 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 June 30, 2009. At June 30, 2009, the balance due to Bravenet for the
unpaid purchase price is $139,196 which includes interest accrued at 10%.

Bravenet provides computer hosting and maintenance services to the Company for
approximately $6,000 per month. At June 30, 2009, the balance due to Bravenet for unpaid computer hosting and maintenance services is $194,105. This amount includes interest accrued at 10%.

The Company leases office space from Harrison Avenue Holdings Ltd. (Harrison) for approximately $9,500 per month. The President and Chief Executive Officer
of Quotemedia, Ltd., a wholly owned subsidiary, is a control person of Harrison. At June 30, 2009, all amounts due to Harrison related to the leased office space have been accrued in amounts due to related parties. As at June 30, 2009, the
balance due to Harrison for unpaid office rent is $424,526. This amount includes interest accrued at 10%.

At June 30, 2009, the Company owed
$1,484,200 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.

5. 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 June 30, 2009 no preferred shares have been issued.

b) Common
stock

No shares of common stock were issued during the three month period ended June 30, 2009.



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



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 June 30, 2009, 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 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 six months ended June 30, 2009:



|                                        |  |                     |   |  |                                |     
|--------------------------------------- |  | ------------------- | - |  | ------------------------------ | ----
|                                        |  | Options andWarrants |   |  | Weighted-AverageExercise Price
|Outstanding at December 31, 2008        |  | 13,727,803          |   |  | $                              | 0.17
|                                        |  |                     |   |  |                                |     
|Granted under company stock option plan |  | 3,365,000           |   |  | $                              | 0.07
|Warrants granted                        |  | 6,552,803           |   |  | $                              | 0.07
|Stock options exercised                 |  |                    |   |  |                                | n/a 
|Warrants exercised                      |  |                    |   |  |                                | n/a 
|Stock options forfeited/expired         |  | (3,365,000          | ) |  | $                              | 0.19
|Warrants forfeited/expired              |  | (6,552,803          | ) |  | $                              | 0.15
|                                        |  |                     |   |  |                                |     
|Outstanding at June 30, 2009            |  | 13,727,803          |   |  | $                              | 0.11
|                                        |  |                     |   |  |                                |     



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##### Table of Contents

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



The following table summarizes our non-vested stock option activity for the six months ended
June 30, 2009:



|                                                           |  |                     |   |  |                                       |     
|---------------------------------------------------------- |  | ------------------- | - |  | ------------------------------------- | ----
|                                                           |  | Options andWarrants |   |  | Weighted-Average GrantDate Fair Value
|Non-vested stock options and warrants at December 31, 2008 |  | 1,909,467           |   |  | $                                     | 0.19
|Granted during the period                                  |  | 4,722,803           |   |  | $                                     | 0.07
|Vested during the period                                   |  | (4,614,039          | ) |  | $                                     | 0.09
|Forfeited during the period                                |  | (1,090,965          | ) |  | $                                     | 0.19
|Non-vested stock options and warrants at                   |  |                     |   |  |                                       |     
|                                                           |  |                     |   |  |                                       |     
|June 30, 2009                                              |  | 927,266             |   |  | $                                     | 0.07
|                                                           |  |                     |   |  |                                       |     



|           |  |                                   |  |                                          |  |                              |      |                                   |            |                              |   |     
|---------- |  | --------------------------------- |  | ---------------------------------------- |  | ---------------------------- | ---- | --------------------------------- | ---------- | ---------------------------- | - | ----
|           |  | Options and Warrants Outstanding  |  | Options and WarrantsExercisable         
|           |  | NumberOutstanding atJune 30, 2009 |  | WeightedAverageRemainingContractual Life |  | WeightedAverageExercisePrice |      | NumberExercisable atJune 30, 2009 |            | WeightedAverageExercisePrice
|$0.05-0.10 |  | 12,217,803                        |  | 3.92                                     |  | $                            | 0.07 |                                   | 11,290,537 |                              | $ | 0.07
|$0.11-0.30 |  | 10,000                            |  | 7.79                                     |  | $                            | 0.19 |                                   | 10,000     |                              | $ | 0.19
|$0.31-0.50 |  | 1,500,000                         |  | 1.87                                     |  | $                            | 0.40 |                                   | 1,500,000  |                              | $ | 0.40

On May 21, 2009, the Companys Board of Directors and Compensation Committee authorized a reduction of
the exercise price of a total of 9,917,803 stock options and warrants granted to employees and directors who held options or warrants with exercise prices greater than $0.07. The new exercise price for those options and warrants were fixed at $0.07
per share, which was the market price of the Companys Common Stock at the time of the repricings. The vesting period and the expiry dates of the repriced options and warrants remained unchanged. The repricing of the options and warrants was
accounted for as an exchange of the original awards for new awards. The incremental increase in fair value of the new awards resulted in additional stock-based compensation expenses totaling $26,781 that was recognized in May 2009.

As at June 30, 2009 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 June 30, 2009 the aggregate intrinsic value of options and warrants outstanding was $122,178, and the aggregate intrinsic
value of options and warrants exercisable was $111,905. 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.



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QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



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.

d) Loss per share

The basic and diluted net loss per share was
$(0.00) per share for the three months ended June 30, 2009 and 2008. The basic and diluted net loss per share was $(0.00) and $(0.01) per share for the six months ended June 30, 2009 and 2008, respectively. There were 13,727,803 stock
options and warrants excluded from the calculation of dilutive loss per share for the three and six months ended June 30, 2009 and 2008 because they were anti-dilutive.

6. SUPPLEMENTARY CASH FLOW INFORMATION



|                    |  |                          |       |      |   |      
|------------------- |  | ------------------------ | ----- | ---- | - | -----
|                    |  | Six months endedJune 30,
|                    |  | 2009                     |       | 2008
|Cash paid for       |  |                          |       |      |   |      
|Interest            |  | $                        | 1,171 |      | $ | 6,192
|                    |  |                          |       |      |   |      
|Cash received for   |  |                          |       |      |   |      
|Interest            |  | $                        | 48    |      | $ | 2,706
|                    |  |                          |       |      |   |      
|Cash paid for taxes |  | $                        |      |      | $ |     
|                    |  |                          |       |      |   |      

7. SUBSEQUENT EVENTS

We have evaluated subsequent events through August 14, 2009, the date that these financial statements were issued.



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##### Table of Contents

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-K for the year ended December 31, 2008 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 it predecessors, operating divisions, and subsidiaries.

This report should be read in conjunction with our Form 10-K for the fiscal
year ended December 31, 2008 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 worldwide. Through the aggregation of information from many direct data, news, and research sources, we offer a comprehensive range of solutions for all market related information provisioning
requirements.

We have three general product lines: Data Feed Services, Interactive Content and Data Applications, and Portfolio Management Systems.

Our Data Feed Services consist of raw streaming real-time market data delivered over the Internet or via dedicated telecommunication lines, and
supplemental fundamental, historical, and analytical data, keyed to the same symbology which provides a complete market data solution to be offered to our customers. Currently, QuoteMedias Data Feed services include complete coverage of North
American exchanges and over 70 exchanges worldwide.

Our Interactive Content and Data Applications consist of a suite of software applications that provide
publicly traded company and market information to corporate clients via the Internet. Products include stock market quotes, fundamentals, historical and interactive charts, company news, filings, option chains, insider transactions, corporate
financials, corporate profiles, screeners, market research information, investor relations provisions, level II, watch lists, and real-time quotes. All of our content solutions are completely customizable and embed directly into client web pages for
seamless integration with existing content.



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##### Table of Contents

Our Portfolio Management Systems consist of Quotestream, Quotestream Professional, Quotestream Wireless, 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 non-professional users.

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

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

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

Business environment and trends

In recent
months, global markets have been negatively impacted by a variety of factors, and the financial services industry in particular has been adversely affected by losses in the mortgage and credit markets. Our business is dependent upon the health of
the financial markets as well as the financial health of the participants in those markets. The current financial crisis has resulted in lower activity levels and has led to the collapse of some market participants. We are also seeing customers
intensify their focus on containing or reducing costs as a result of the challenging market conditions. We expect these trends to continue throughout 2009, which may affect our growth rate and operating results.

Plan of operation

Our plan of operation for the remainder of 2009
will focus on marketing Quotestream for deployments by brokerage firms to their retail clients, and moving strongly into the investment professional market with Quotestream Professional. Licensing Quotestream Wireless, both as a companion to the
Quotestream desktop products, and as a stand-alone solution, will also continue to be a focal point. We will also look to continue the growth of our Data Feed Services client base, and to increase the sales of its Interactive Content and Data
Applications, particularly in the context of large scale enterprise deployments encompassing solutions ranging across several product lines.



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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 continued economic downturn and evolving industry needs and preferences as well as the level of competition and our ability to continue to successfully market our products and technology. There can be no assurance that we will be able to
successfully implement our marketing strategy, continue our revenue growth, or achieve profitable operations.

Results of Operations

Revenue



|                            |  |      |           |      |   |            |  |            |         |  |    |  
|--------------------------- |  | ---- | --------- | ---- | - | ---------- |  | ---------- | ------- |  | -- | -
|                            |  | 2009 |           | 2008 |   | Change ($) |  | Change (%) |        
|                            |  |      |           |     
|Three months ended June 30, |  |      |           |      |   |            |  |            |         |  |    |  
|                            |  |      |           |     
|Licensing revenue           |  | $    | 1,836,736 |      | $ | 1,724,396  |  | $          | 112,340 |  | 7  | %
|                            |  |      |           |     
|Six months ended June 30,   |  |      |           |      |   |            |  |            |         |  |    |  
|                            |  |      |           |     
|Licensing revenue           |  | $    | 3,747,560 |      | $ | 3,412,071  |  | $          | 335,489 |  | 10 | %

Licensing revenue has increased 7% and 10% when comparing the three and six months ended June 30, 2009 and
2008. The increases are primarily a result of sales growth from licensing our Portfolio Management Systems.

The number of Quotestream subscribers and the
average subscription revenue per user increased during the periods, resulting in a $172,309 (66%) and $302,188 (53%) increase in Portfolio Management System revenue when comparing the three and six months ended June 30, 2009 and 2008.
Our low cost base of development and operation has allowed us to maintain very competitive pricing which has attracted new customers looking for more cost efficient portfolio management systems. Included in Portfolio Management System revenue is
revenue earned 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 and $180,000 for the three and six months ended June 30, 2009 and 2008.

New sales of our Interactive Content and Data
Applications have been offset by the loss of some of our existing clients who as a result of the current economic downturn have either reduced their spending or have ceased operations altogether. As a result, Interactive Content and Data Application
revenue growth has been relatively flat during the three and six months ended June 30, 2009.



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Interactive Content and Data Application revenue decreased $59,969 (5%) when comparing the three months ended June 30, 2009 and 2008, and increased
$33,302 (1%) when comparing the six months ended June 30, 2009 and 2008.

Cost of Revenue and Gross Profit Summary



|                            |  |      |           |   |      |   |           |            |  |            |         |  |    |  
|--------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---------- |  | ---------- | ------- |  | -- | -
|                            |  | 2009 |           |   | 2008 |   |           | Change ($) |  | Change (%) |        
|                           
|Three months ended June 30, | 
|                            |  |      |           |  
|Cost of revenue             |  | $    | 816,624   |   |      | $ | 748,420   |            |  | $          | 68,204  |  | 9  | %
|Gross profit                |  | $    | 1,020,112 |   |      | $ | 975,976   |            |  | $          | 44,136  |  | 5  | %
|Gross margin %              |  |      | 56        | % |      |   | 57        | %          |  |            |         |  |    |  
|                            |  |      |           |  
|Six months ended June 30,   |  |      |           |   |      |   |           |            |  |            |         |  |    |  
|                            |  |      |           |  
|Cost of revenue             |  | $    | 1,602,989 |   |      | $ | 1,464,952 |            |  | $          | 138,037 |  | 9  | %
|Gross profit                |  | $    | 2,144,571 |   |      | $ | 1,947,119 |            |  | $          | 197,452 |  | 10 | %
|Gross margin %              |  |      | 57        | % |      |   | 57        | %          |  |            |         |  |    |  

Our cost of revenue consists of fixed and variable stock exchange fees and data feed provisioning costs. Cost of
revenue also includes amortization of capitalized application software costs. We capitalize the costs associated with developing new products once technological feasibility has been established.

Cost of revenue increased 9% when comparing the three and six months ended June 30, 2009 and 2008. The increase is primarily due to the acquisition of data content
required to support the new products and features that we have recently developed and the amortization expense related to additional capitalized application software costs. We also incurred increases in variable stock exchange fees resulting from
the growth in the number of clients from the comparable period.

Overall, the cost of revenue remained relatively unchanged as a percentage of sales, as
evidenced by our gross margin percentage which has decreased slightly to 56% for the three months ended June 30, 2009 from 57% in the comparative period in 2008. Gross margin percentage remained unchanged at 57% for the six months ended
June 30, 2009 and 2008.

Operating Expenses Summary



|                            |  |      |           |      |   |            |  |   |            |   |  |     |   
|--------------------------- |  | ---- | --------- | ---- | - | ---------- |  | - | ---------- | - |  | --- | --
|                            |  | 2009 |           | 2008 |   | Change ($) |  |   | Change (%) |  
|                            |  |      |           |     
|Three months ended June 30, |  |      |           |      |   |            |  |   |            |   |  |     |   
|                            |  |      |           |     
|Sales and marketing         |  | $    | 478,600   |      | $ | 595,948    |  | $ | (117,348   | ) |  | (20 | )%
|General and administrative  |  |      | 515,698   |      |   | 419,504    |  |   | 96,194     |   |  | 23  | % 
|Software development        |  |      | 250,102   |      |   | 244,875    |  |   | 5,227      |   |  | 2   | % 
|                            |  |      |           |      |   |            |  |   |            |   |  |     |   
|Total operating expenses    |  | $    | 1,244,400 |      | $ | 1,260,327  |  | $ | (15,927    | ) |  | (1  | )%
|                            |  |      |           |      |   |            |  |   |            |   |  |     |   



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|                           |  |      |           |      |   |            |  |   |            |   |  |     |   
|-------------------------- |  | ---- | --------- | ---- | - | ---------- |  | - | ---------- | - |  | --- | --
|                           |  | 2009 |           | 2008 |   | Change ($) |  |   | Change (%) |  
|                           |  |      |           |     
|Six months ended June 30,  |  |      |           |      |   |            |  |   |            |   |  |     |   
|                           |  |      |           |     
|Sales and marketing        |  | $    | 927,155   |      | $ | 1,128,737  |  | $ | (201,582   | ) |  | (18 | )%
|General and administrative |  |      | 1,018,092 |      |   | 897,739    |  |   | 120,353    |   |  | 13  | % 
|Software development       |  |      | 521,651   |      |   | 517,934    |  |   | 3,717      |   |  | 1   | % 
|                           |  |      |           |      |   |            |  |   |            |   |  |     |   
|Total operating expenses   |  | $    | 2,466,898 |      | $ | 2,544,410  |  | $ | (77,512    | ) |  | (3  | )%
|                           |  |      |           |      |   |            |  |   |            |   |  |     |   

Sales and Marketing

Sales and marketing consists primarily of sales and customer service salaries, investor relations, travel, and advertising expenses. Sales and marketing expenses decreased $117,348 (20%) and $201,582 (18%) for the three and six
months ended June 30, 2009 when compared to same periods in 2008. The decrease from the comparative periods is due to a decrease in stock-based compensation and salary expense for sales personnel. The decrease in salary expense is due to the
depreciation from the comparative periods of the Canadian dollar compared to the U.S. dollar, as salary expenses for sales personnel are incurred primarily in Canadian dollars.

Included in sales and marketing expense is $90,000 and $180,000 in non-cash advertising costs incurred in the three and six months ended June 30, 2009 and 2008. We receive advertising credits with a large
national magazine in exchange for subscription services. The advertising credits are expensed as used, and unused advertising credits are reflected as prepaid expenses.

General and Administrative

General and administrative expenses consist primarily of salaries expense, office rent,
insurance premiums, and professional fees. General and administrative expenses increased $96,194 (23%) and $120,353 (13%) for the three and six months ended June 30, 2009 when compared to fiscal 2008. The increase is primarily due to
the hiring of new personnel and competitive salary adjustments to existing personnel from the comparative periods.

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 $5,227 (2%) and $3,717 (1%) for three and six months ended June 30, 2009 when compared to fiscal 2008. The increases were due to an increase in salary expense for software development personnel, offset by a decrease
in stock-based compensation expense related to stock options granted to development personnel.

We capitalized $148,874 and $255,800 of development costs
for the three and six months ended June 30, 2009, compared to $139,210 and $267,529 for the same periods in 2008. 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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Salary expense for software development personnel increased from the comparative periods due to competitive salary
adjustments made for existing employees and additional new software development personnel. Additional software development personnel were required to develop our next generation Quotestream and Quotestream Professional products, as well as our new
and upgraded versions of our Web-based applications and market data feeds. The increase in salary expense for development personnel was mitigated by the depreciation from the comparative periods of the Canadian dollar compared to the U.S. dollar, as
salary expenses for development personnel are incurred primarily in Canadian dollars.

Other Income and (Expense) Summary



|                                  |  |      |          |   |      |   |          |  
|--------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                  |  | 2009 |          |   | 2008 |  
|                                  |  |     
|Three months ended June 30,       |  |      |          |   |      |   |          |  
|                                  |  |     
|Foreign exchange gain (loss)      |  | $    | 98,092   |   |      | $ | (10,579  | )
|Interest expense                  |  |      | (73,769  | ) |      |   | (59,895  | )
|                                  |  |      |          |   |      |   |          |  
|Total other income and (expenses) |  | $    | 24,323   |   |      | $ | (70,474  | )
|                                  |  |      |          |   |      |   |          |  
|                                  |  |     
|Six months ended June 30,         |  |      |          |   |      |   |          |  
|                                  |  |     
|Foreign exchange gain (loss)      |  | $    | 65,444   |   |      | $ | 8,793    |  
|Interest expense                  |  |      | (142,583 | ) |      |   | (113,283 | )
|                                  |  |      |          |   |      |   |          |  
|Total other income and (expenses) |  | $    | 77,139   | ) |      | $ | (104,490 | )
|                                  |  |      |          |   |      |   |          |  

Foreign Exchange Gain (Loss)

We recognized a foreign exchange gain of $98,092 and $65,444 for the three and six month periods ended June 30, 2009, compared to a foreign exchange loss of $10,579 and a foreign exchange gain of $8,793 for the
same periods in 2008. Exchange gains and losses arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars. The change in fair value for foreign exchange forward contracts is also included in foreign exchanges
gains and losses. The foreign exchange gains for the three and six month periods ended June 30, 2009 resulted from the change in the fair value of our foreign exchange forward contracts. This was partially offset by a loss arising from the
re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars. The re-measurement loss was due to a decrease in the value of the U.S. dollar relative to the Canadian dollar when comparing the exchange rate at December 31,
2008 to June 30, 2009, as we have net Canadian dollar liability at June 30, 2009.

Interest Expense

Interest is accrued on certain amounts owed to related parties. Interest expense increased for the three and six months ended June 30, 2009 due to additional
borrowings compared to the same period in 2008. Interest is accrued at 10% per annum. Interest income earned on cash balances is netted against interest income.



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Provision for Income Taxes

For the three months ended June 30, 2009 and 2008, the Company recorded Canadian income tax expense of $854 and $5,933, respectively. For the six months ended June 30, 2009 and 2008, the Company recorded Canadian income tax
expense of $1,659 and $13,896, respectively.

Net Income (Loss) for the Period

As a result of the foregoing, net loss for the three months ended June 30, 2009 was $(200,819) or $(0.00) per share compared to a net loss of $(360,758) or $(0.00) per share for the three months ended
June 30, 2008. The net loss for the six months ended June 30, 2009 was $(401,125) or $(0.00) per share compared to a net loss of $(715,677) or $(0.01) per share for the three months ended June 30, 2008.

Liquidity and Capital Resources

Our cash totaled $431,160 at
June 30, 2009, as compared with $536,624 at December 31, 2008, a decrease of $105,464. Net cash of $207,216 was provided by operations for the six months ended June 30, 2009, primarily due to the increase in accounts payable and
amounts due to related parties, offset by the net loss for the period and the increase in accounts receivable. Net cash used in investing activities for the six months ended June 30, 2009 was $312,380 resulting from capitalized application
software costs, the purchase of new computer equipment, and an increase in forward contract margin deposits. There were no financing activities for the six month period ended June 30, 2009.

Our current liabilities include $775,103 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 $398,622 is also included in our current liabilities. The costs incurred to realize the deferred revenue in
the next 12 months are minimal.

Based on the factors discussed above, we believe that our cash on hand and cash generated from operations will be
sufficient to fund our current operations for 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.



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ITEM 4T. Controls and Procedures

Under the supervision and with the participation of our Chairman of the Board and Chairman of the Audit Committee, Chief Executive Officer and Chief Financial Officer, we
completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based
on that evaluation, we and our management have concluded that our disclosure controls and procedures at June 30, 2009 were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and are designed to ensure that information required to be disclosed by us in these reports is accumulated and
communicated to our management, as appropriate to allow timely decisions regarding required disclosures. In the three months ended June 30, 2009, there has been no change in our internal control over financial reporting that has materially
affected, or is reasonably likely to affect, our internal control over financial reporting.

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



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PART II - OTHER INFORMATION

ITEM 6. EXHIBITS



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

SIGNATURES

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



QUOTEMEDIA, INC.Dated: Aug 14, 2009By:

/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)




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