SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                     For fiscal year ended December 31, 2000

                         Commission file number 0-28599


                              QUOTEMEDIA.COM, INC.
              (Exact Name of Small Business Issuer in Its Charter)


             NEVADA                                     91-2008633
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


 14500 NORTHSIGHT BOULEVARD, SUITE 312, SCOTTSDALE, ARIZONA 85260 (480) 905-7311
    (Address, including zip code, and telephone number, including area code,
                         of issuer's executive offices)


   Securities registered pursuant to Section 12(b) of the Exchange Act: [NONE]


      Securities registered pursuant to Section 12(g) of the Exchange Act:

                     COMMON STOCK, PAR VALUE $.001 PER SHARE

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

Issuer's revenue for its most recent fiscal year: $44,728.

As of March 16, 2001, there were outstanding  20,595,112  shares of the issuer's
common stock,  par value $.001 per share.  The aggregate  market value of common
stock held by  non-affiliates  of the issuer  (10,182,778  shares)  based on the
closing  price of the issuer's  common stock as reported on the Over the Counter
Bulletin  Board operated by the National  Association  of Securities  Dealers on
December  31,  2000,  was  $1,629,244.  For  purposes of this  computation,  all
executive  officers,  directors,  and 10%  beneficial  owners of the  issuer are
deemed to be affiliates.  Such  determination  should not be deemed an admission
that such officers, directors, or 10% beneficial owners are, in fact, affiliates
of the issuer.

Documents incorporated by reference: None.
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          ANNUAL REPORT ON FORM 10-KSB
                       FISCAL YEAR ENDED DECEMBER 31, 2000

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I

     ITEM 1.  DESCRIPTION OF BUSINESS.......................................   1

     ITEM 2.  DESCRIPTION OF PROPERTY.......................................   9

     ITEM 3.  LEGAL PROCEEDINGS.............................................   9

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........   9

PART II

     ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......  10

     ITEM 6.  PLAN OF OPERATION.............................................  11

     ITEM 7.  FINANCIAL STATEMENTS..........................................  13

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE...........................  13

PART III

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS............  13

     ITEM 10. EXECUTIVE COMPENSATION........................................  14

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT....................................................  17

     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................  17

     ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
              REPORTS ON FORM 8-K...........................................  18

SIGNATURES..................................................................  19

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS..................................  20

                 STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     THE STATEMENTS  CONTAINED IN THIS REPORT ON FORM 10-KSB THAT ARE NOT PURELY
HISTORICAL ARE  FORWARD-LOOKING  STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE  SECURITIES  ACT OF 1933 AND SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF
1934,  INCLUDING   STATEMENTS  REGARDING  OUR  "EXPECTATIONS,"   "ANTICIPATION,"
"INTENTIONS,"  "BELIEFS,"  OR  "STRATEGIES"  REGARDING  THE FUTURE.  THE MANAGED
SERVICES  AND  COMMUNICATIONS  INDUSTRY  IN  GENERAL  AND  THE  MANAGED  NETWORK
SOLUTIONS  INDUSTRY IN PARTICULAR  ARE IN A STATE OF  SIGNIFICANT  CHANGE.  THIS
MAKES US SUSCEPTIBLE  TO VARIOUS  FACTORS THAT MAY AFFECT FUTURE RESULTS SUCH AS
THE  FOLLOWING:  DEPENDENCE ON KEY  CUSTOMERS;  RISKS RELATED TO OUR  TECHNOLOGY
BECOMING  OBSOLETE;  NO ASSURANCE OF  SUCCESSFUL  INTEGRATION  AND  OPERATION OF
ACQUIRED SERVICE PROVIDERS; GROWTH STRATEGY AND DIFFICULTY IN GENERATING GROWTH;
REVENUE MIX;  DEPENDENCE  ON CERTAIN  BUSINESS  RELATIONSHIPS;  RISKS RELATED TO
INTANGIBLE  ASSETS,  HIGH  UTILIZATION OF SERVICES BY CUSTOMERS UNDER FIXED RATE
SERVICE  ARRANGEMENTS;  COMPETITIVE  MARKET  FORCES;  FLUCTUATION  IN  QUARTERLY
RESULTS;  VOLATILITY  OF STOCK PRICE;  AND  DEPENDENCE ON KEY  PERSONNEL.  IT IS
IMPORTANT TO NOTE THAT OUR ACTUAL RESULTS COULD DIFFER  MATERIALLY FROM THOSE IN
THE  FORWARD-LOOKING  STATEMENTS.  AMONG THE  FACTORS  THAT COULD  CAUSE  ACTUAL
RESULTS TO DIFFER  MATERIALLY  ARE THE  FACTORS  DISCUSSED  IN ITEM 1,  "SPECIAL
CONSIDERATIONS."

                                       -i-
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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

     We are a  leading  Internet  software  developer  and  Application  Service
Provider, or ASP, specializing in the collection,  aggregation,  and delivery of
both delayed and  real-time  financial  data and  complementary  content via the
Internet. We develop and license unique plug and play web-based software modules
that deliver cost  effective,  visually  appealing,  and dynamic  content to web
sites of brokerage firms, financial institutions, and Fortune 500 companies.

     Our  unique  plug and  play  product  capabilities  provide  a  competitive
advantage to Internet sites by offering a cost effective and simple  alternative
to the complex and expensive data feed model employed by most web sites today.

     The modules are lightweight,  reliable, and easy to install,  require fewer
content  updates and data feeds,  and have fewer  maintenance  issues.  They are
highly  customizable,  allowing for seamless  integration  into a customer's web
page.  To add a module to a web site, a webmaster  simply  copies and pastes one
line of our code to the desired web page.

     We have also developed unique and proprietary  "Web to Desktop  Convergence
Technologies"  that  allow web sites  and  publishers  to  deliver  content  and
corporate branding directly to a user's desktop outside of the web browser.

     Our  products  allow  existing  web  portals and  brokerage  firms to offer
investment information and services to their clients via the Internet. Investors
can monitor  investments  through our customizable  portfolio tracker,  research
investment opportunities,  watch live video, and execute trades, all from within
their  browser.  We believe that the business model of licensing  turnkey,  cost
effective software solutions to our customers on a private label basis is unique
and timely.  The private  label model  allows our company to take  advantage  of
existing  brand  recognition  and  loyalties  already  established  between  our
customers and their clients.

     We maintain our executive offices at 14500 Northsight Boulevard, Suite 312,
Scottsdale,  Arizona  85260,  and our telephone  number is (480)  905-7311.  All
references to our business  operations in this Report  include the operations of
QuoteMedia.com, Inc. and our operating divisions.

STRATEGY

     Our  business  strategy  is to utilize a  multi-level  approach to generate
revenues.  The  first of  these  strategies  includes  engaging  in the  on-line
financial  services market by focusing on private  labeling our turnkey Internet
products for a monthly licensing fee to established web portals,  brokerage, and
other financial  services firms which currently do not offer or offer inadequate
on-line  financial  information  and trading tools to their clients.  The second
strategy  involves  offering free quote boxes to smaller volume sites,  enabling
them to offer their users free  quotation  services.  Users  accessing  the free
quote boxes will automatically by linked to our site and can avail themselves of
the information offered.  Both strategies are being implemented  simultaneously.
By using this model,  we believe this will  increase  site usage  significantly,
accelerating  our revenue base and growth as a company.  However,  no assurances
can be provided that this will occur.

     We intend to offer financial content engines,  which navigate the Internet,
to on-line  brokerages to offer their clients the ability to conduct  investment
research  by  providing  an  aggregation  of  comprehensive  financial  content,
advisory content,  discussion forums, and virtual communities  complemented with
an improved trading  interface to their existing on-line  brokerage.  We believe
this combination of content and transactional  elements will offer their clients
what we believe to be the first true one-stop, on-line trading experience.

     We have  identified five potential  target markets for our products,  which
include large web portals,  brokerage firms,  banks and financial  institutions,
cyber investors, and corporate advertisers.  Initially, cyber investors will not
be direct  paying  customers  for our basic  service,  because  they will not be
charged to use our

                                        1
<PAGE>
services.  We still deem them extremely  important to our business because cyber
investors  accessing  our site  generate  quantifiable,  site-specific  Internet
traffic and  site-specific  Internet  traffic in turn generates  advertising and
revenue.  In the future,  we will charge cyber investors a monthly  subscription
fee for real-time streaming quotes and analytical tools.

     Public  companies  are  expected  to be  direct  paying  customers  for our
products  and  services   provided  on  our  site.  We  will  charge  commercial
advertisers and publishers for banner  advertising and mutual links on our site.
Financial  institutions  will have the  opportunity to license our interface for
their own  private  label  Internet-based  investment  sites as well as have the
opportunity to have our services to reside on their own corporate Intranets.

     Our goal is to generate  revenue from the new Internet model of information
syndication.  Under the syndication model, information is customized to suit the
needs of our  customer's  web sites  without  the usual  high  up-front  cost of
customization involved in packaged software or specific content feeds.

     We currently target worldwide web sites and offer our  comprehensive  suite
of information software applications at a cost that we believe will be less than
the cost these sites would otherwise  incur.  We believe that potential  markets
for our products include:

     *    brokerage firms, banks, and other financial institutions;

     *    large, established web portals;

     *    corporate intranets via Corporate Tools(TM);

     *    wireless portals; and

     *    many smaller websites,  which can expand content via Financial,  News,
          Sports, or Entertainment Kool Tools(TM).

PRODUCTS

     We believe our software  applications  can provide cost  effective  content
solutions to large-scale portals,  smaller web sites, and Fortune 500 companies,
allowing  them to  present  dynamic,  customizable,  and  interactive  web-based
content  without  the cost  and  time of  internally  developing  the  necessary
applications and feeds. Our product lines include the following:

     *    Kool Tools(TM);

     *    Corporate Tool(TM); and

     *    Private Branded Applications.

KOOL TOOLS(TM)

     Kool  Tools(TM)  software  applications  are a suite of  customizable  Java
applets  and  servlets  that  combine  the  depth of a  variety  of  established
databases with the flexibility  and efficiency of the web to deliver  financial,
news, sports, and entertainment information.  These information applications are
typically licensed for various amounts per month.

     FINANCIAL

     We believe our financial  applications can be seamlessly integrated onto an
existing web site or into an existing business. We can add business information,
trading, and other financial capabilities to a company's web site, which enables
the web business to provide comprehensive financial content and retain their web
visitors without linking them to another site.

     Through  turnkey  solutions,  users can monitor  investments  in real time,
through  customizable  portfolio trackers;  research  investment  opportunities;
watch live video; view streaming financial data; and execute trades. For the web
investor,   our  financial  software   applications  provide  a  wide  array  of
interactive tools, products, and services via the Internet.

                                        2
<PAGE>
     NEWS

     We offer approximately 500 news categories on the static news headlines and
news wire components.  Web pages receive news  headlines/wires via simple-to-use
Java  Script  inserts  that  allow web sites to  display  up to three  different
current news topics  and/or  relevant news wires each  displaying  the five most
recent  headlines.   These  customizable,   lightweight   components   integrate
seamlessly into any web site using the news wizard.  Interactive  headlines link
to full text news stories.

     SPORTS

     We are  developing  and  co-branding  a series of  Java-based  applets that
display real-time sports scores and headlines from baseball,  football,  hockey,
basketball,  and  other  sports.  Users  will be able to access  the full  story
through  a linked  headline.  Our  sports  ticker  will  also  provide  the most
comprehensive up-to-date sports stories and information.

     ENTERTAINMENT

     We are developing a series of Java applets and scripts that display top box
office  movies,  music  charts,  and  books  of  the  week.  Each  component  is
interactive,  and users can hyperlink to full movie reviews,  theater locations,
and play times. Top music charts link users to the CDNOW.com CD review and users
have the ability to sample songs from various albums.  The top books' hyperlinks
launch the Amazon.com book review section.

CORPORATE TOOLS(TM)

     We are developing a version of Kool Tools(TM)  called  Corporate  Tools(TM)
that are scheduled to launch in the first quarter of 2001 and will be offered on
a  licensed  and user fee basis to  corporate  intranets  and  larger  financial
corporations. Corporate Tools(TM) are web applications that provide corporations
with  portfolio  manager,  stock watch,  and other  functional  applications  to
provide extra value-added service to their customers or employees.

     QuoteStream(TM)  is a revolutionary  new Java applet that delivers  delayed
and real-time streaming stock quotes in a small web delivered micro-application.
This  comprehensive  micro-application  allows  corporations  to  integrate  the
delivery of real-time,  streaming  financial  data relevant to their  customers'
needs and support their current business model.

PRIVATE BRANDED APPLICATIONS

     We have a number of software applications that can be licensed to web sites
that prefer not to convey our brand.  Our private branded product lines are only
offered in the financial  and news areas.  The  applications  vary in complexity
from a complete financial portal to individual stock or news packages that other
web sites use to present more dynamic and  interactive  content.  We  anticipate
that these  applications  will  account  for a small  percentage  of our overall
market focus.

EMPLOYEES

     We currently have seven full time employees,  (1) Mr. R. Keith Guelpa,  who
is our  Chief  Executive  Officer,  President,  and a  director;  (2) our  chief
internet architect;  (3) our Chief Financial Officer;  (4) a manager of investor
relations;  (5) a vice president of sales; (6) a chief computer programmer;  and
(7) an executive assistant. In addition, we employ five part-time programmers on
a project basis. Our employees are not members of any union, nor have we entered
into any collective bargaining agreements. We believe that our relationship with
our  employees  is good.  In the event we are  successful  in  implementing  our
business plan, we may retain additional employees in the next year to handle the
anticipated growth. We anticipate that we would hire additional employees in the
areas of administration, sales, marketing, and technology customer care.

COMPETITION

     We believe we have very little competition to our core market competency as
a  developer  of  proprietary  B2B  web-based  software  for the  brokerage  and
financial institution market.

                                        3
<PAGE>
     There are over 13,000 brokerage  firms,  nearly 10,000 financial firms, and
insurance  institutions in America today and approximately  four of those have a
"streaming"  product that is similar to our product.  Our product is exclusively
for the institution's VIP customers.

     Many financial  information companies license information to web businesses
and feed it to them through  industry  standard  FTP feeds or links,  a business
model that  syndicates  content.  We believe we offer a different  product  then
these  companies by our focus on the development of software for the delivery of
information.  We package information into flexible software applications to meet
the specific needs of our clients. We have created  application  technology that
we believe is unique in the marketplace in terms of features and  functionality.
Our products offer significant technological advantages through key features by

     *    providing dynamic real-time  information onto the desktop with no need
          to launch the web browser (Active Desktop Mode);

     *    allowing  for the complete  customization  by end users of content and
          appearance of content delivery (an exclusive feature of our company);

     *    not requiring any bandwidth, software, or back-end infrastructure from
          clients' web sites to run our technology; and

     *    entering the market quickly through e-mail.

     We believe our software applications offer a rapidly integrated and updated
financial  information  solution  to  web  sites.  Subscribers  do not  need  to
purchase,  lease,  or  download  any  software.  All of our  financial  software
applications  and  our  financial  information  content  are  available  via the
Internet for a monthly fee.

     We do not attempt to compete in the pure financial information  marketplace
as a raw information provider such as S&P, Reuters, and Comtex. Rather, we offer
reliable,  real-time  financial  and  stock  information  delivered  via our own
proprietary software information  applications or "tools." We believe this makes
our  products  and  services  distinct  from  other  products  currently  in the
marketplace.

     Other companies provide stock quotes and related  information.  Hundreds of
web sites offer stock  quotes and charts on the Web today.  The most popular and
largest of these websites include MSN Investor,  Quicken,  CBS MarketWatch,  The
Street.com,  and PC Quote.  Many online  brokerages  also offer detailed  market
information to their clients, such as E*Trade,  Charles Schwab,  SureTrade,  and
many others.

     We believe that our business  model offers  strong  market  differentiation
through our strategy of offering turnkey private labeled financial web solutions
to large,  well-established web portals and brokerages.  This should allow us to
take advantage of existing brand recognition and loyalties  already  established
between our customers and their clients. We cannot, however,  provide assurances
that this will occur. See "Special Considerations" below.

                             SPECIAL CONSIDERATIONS

     YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING  FACTORS,  IN ADDITION TO THOSE
DISCUSSED ELSEWHERE IN THIS REPORT, IN EVALUATING OUR COMPANY AND OUR BUSINESS.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED A GOING CONCERN OPINION.

     As a result of our lack of revenues and  accumulated  deficit of $3,034,843
at December 31, 2000,  the financial  statements  accompanying  this report have
been  prepared  assuming  that  we  will  continue  as a  going  concern,  which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal  course  of  business.  The  financial  statements  do  not  include  any
adjustment that might result from the outcome of this uncertainty. We have had a
limited  operating  history and have generated minimal revenues or earnings from
our  current  operations.  We  will,  in all  likelihood,  continue  to  sustain
operating expenses without  corresponding  revenues, at least until our business
plan,  as  described  herein,  is  fully  implemented.  This  may  result  in us
continuing to incur a net operating  loss until we are able to generate  profits
from  operations,  which is not expected to occur until the end of year 2001. We
cannot,  however,  make  any  assurances  that we  will  generate  profits  from
operations. Our short operating history makes it difficult to predict our future
financial  results.  If we do not  begin  generating  profits,  the price of our
common stock will suffer and our  shareholders  may not be able to recover their
initial investment.

                                        4
<PAGE>
WE WILL NEED  ADDITIONAL  CAPITAL WITH WHICH TO IMPLEMENT  OUR BUSINESS PLAN AND
THERE IS NO AGREEMENT WITH ANY THIRD PARTY TO PROVIDE SUCH CAPITAL.

     Based on current  levels of operations  and planned  growth,  we anticipate
that we will need  additional  capital to implement  our business  plan.  We are
currently  attempting  to raise up to $2.5  million  of  equity  financing  in a
private  offering,  which may result in  significant  dilution  to our  existing
shareholders.  If we are  successful  in raising  the entire  $2.5  million,  we
believe  this  amount  will be  sufficient  to meet our needs for the  immediate
future.  There can be no assurances,  however,  that we will be able to complete
our current private offering.  In addition,  if we require additional funding or
determine it appropriate to raise additional funding in the future,  there is no
assurance that adequate  funding,  whether through  additional equity financing,
debt  financing,  or other  sources,  will be available  when needed or on terms
acceptable to us. Further,  any such funding may result in significant  dilution
to  existing  shareholders.  The  inability  to  obtain  sufficient  funds  from
operations and external sources when needed would have a material adverse affect
on our business, results of operations, and financial condition.

OUR  PROPOSED  OPERATIONS  ARE  SPECULATIVE.  WE HAVE NOT  CONDUCTED  ANY MARKET
RESEARCH,  NOR DO WE  HAVE A  MARKETING  ORGANIZATION  OTHER  THAN  OUR  CURRENT
MANAGEMENT.

     The success of our proposed  plan of operation  will depend  largely on the
acceptance  of our  business  premise by the  general  public.  We neither  have
conducted,  nor have made  available  to the general  public,  results of market
research  indicating  that market  demand exists for our  contemplated  business
plan.  Moreover,  we do not yet have a formal  marketing  organization.  Even if
demand is identified for our  contemplated  business plan, there is no assurance
that our operations will successfully  generate profits.  Without the ability to
generate profits, our shareholders may not be able to recover their investment.

WE ARE A DEVELOPMENT  STAGE  COMPANY AND HAVE A LIMITED  OPERATING  HISTORY.  WE
ANTICIPATE  CONTINUED  LOSSES IN THE NEAR  FUTURE  AND OUR  FUTURE  RESULTS  ARE
UNCERTAIN.

     We have only a limited  operating history upon which investors can evaluate
our company and  prospects.  Our prospects  must be evaluated with a view to the
risks encountered by a company in an early stage of development, particularly in
light of the uncertainties  relating to the new and evolving markets in which we
have begun to operate  and  whether  there will be  acceptance  of our  business
model.  We will incur  costs as we continue  to develop  software  applications,
establish marketing and distribution relationships,  acquire additional hardware
and  software,  and enhance our  existing  administrative  organization.  To the
extent  that  such  expenses  are  not  subsequently  followed  by  commensurate
revenues, our business,  results of operations,  and financial condition will be
materially adversely affected. There can be no assurance that we will be able to
generate  sufficient  revenues  from our  business  sales to achieve or maintain
profitability  on a  quarterly  or an  annual  basis in the  future.  We  expect
negative  cash flow from  operations to continue,  at least for the  foreseeable
future, as we continue to develop and market our business.  If cash generated by
operations  is  insufficient  to satisfy our liquidity  requirements,  we may be
required to sell debt or additional  equity  securities.  The sale of additional
equity or convertible debt securities would result in additional dilution to our
shareholders.  Further,  there can be no assurances that we will successfully be
able to sell our securities in order to obtain additional capital.

OUR  BUSINESS  PLAN IS  DEPENDENT IN PART ON THE INTERNET AND THERE IS UNCERTAIN
ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR COMMERCE.

     Use of the Internet by consumers  is at an early stage of  development  and
market  acceptance of the Internet as a medium for commerce is subject to a high
level of uncertainty.  Our future success will depend on our ability to generate
significant  revenues,   which  will  require  the  development  and  widespread
acceptance of the Internet as a medium for  commerce.  There can be no assurance
that the Internet will be a successful  retailing channel.  The Internet may not
prove to be a viable commercial marketplace because of inadequate development of
the  necessary   infrastructure,   such  as  reliable  network   backbones,   or
complementary  services,  such as high-speed modems and security  procedures for
financial transactions. The viability of the Internet may prove uncertain due to
delays in the  development  and adoption of new  standards  and  protocols,  for
example,  the next generation  Internet Protocol,  to handle increased levels of
Internet  activity or due to increased  governmental  regulation.  If use of the
Internet does not continue to grow, or if the necessary Internet  infrastructure
or  complementary  services are not developed to effectively  support the growth
that may occur,  our business,  results of operations,  and financial  condition
could be materially adversely affected.

                                        5
<PAGE>
     Our future  success  will be  significantly  dependent  upon our ability to
attract paying users to our web-site.  There can be no assurance that we will be
attractive  to a sufficient  number of users to generate  significant  revenues.
There can also be no assurance that we will be able to anticipate,  monitor, and
successfully  respond to rapidly changing  consumer tastes and preferences so as
to continually  attract a sufficient number of users to our web-site.  If we are
unable to develop Internet content that allows us to attract, retain, and expand
a loyal user base, our business,  results of operations, and financial condition
will be materially adversely affected.

THERE IS A RISK OF CHANGES IN TECHNOLOGY.

     Our  success  will also  depend upon our ability to develop and provide new
products and services. The delivery of our products and services on-line is, and
will  continue  to be,  like the  Internet,  characterized  by rapidly  changing
technology,  evolving industry standards, changes in customer requirements,  and
frequent new service and product introductions.  Our future success will depend,
in part, on our ability to effectively  use leading  technologies,  continue our
technological  expertise,  enhance our current  services,  develop services that
meet  changing  customer  requirements,  and  influence  and respond to emerging
industry   standards   and  other   technological   changes   on  a  timely  and
cost-effective  basis.  There can be no assurance  that we will respond to these
changing technological  conditions.  If we do not, the price of our common stock
will likely decrease.

WE ARE SUBJECT TO COMPETITION IN CERTAIN SERVICE AREAS.

     The market for Internet content providers is new, highly  competitive,  and
rapidly changing.  Since the Internet's  commercialization  in the early 1990's,
the number of web sites on the Internet  competing for consumers'  attention and
spending has proliferated. With no substantial barriers to entry, we expect that
competition  will  continue  to  intensify.  Currently,  there are  hundreds  of
real-time  data  information,  research,  and trading  services web sites on the
Internet.  With respect to competing for  consumers'  attention,  in addition to
intense  competition  from Internet  content  providers we also face competition
from traditional brokerage institutions.

     We believe that the primary  competitive  factors in providing our services
via the  Internet are name  recognition,  content  availability  on an exclusive
basis,  the variety of  value-added  services,  ease of use,  price,  quality of
service, availability of customer support, reliability, technical expertise, and
experience.  Our success in this market will depend  heavily upon our ability to
provide high-quality content,  cutting-edge technology, and value-added Internet
services.   We  believe  that  our   business   model   offers   strong   market
differentiation  through  our  strategy  of  offering  turnkey  private  labeled
financial software application solutions to large,  well-established web portals
and  brokerages  for a monthly fee.  This should  allow us to take  advantage of
existing  brand  recognition  and  loyalties  already  established  between  our
customers and their clients. There can be no assurances, however, that this will
occur. If it does not occur, the value of our common stock will likely decrease.

     Our  industry is highly  competitive.  Many of our  current  and  potential
competitors  in the  Internet  and  financial  industry  have  longer  operating
histories,  significantly greater financial, technical, and marketing resources,
greater name recognition,  and larger existing customer bases. These competitors
may be able to respond more quickly to new or emerging  technologies and changes
in customer  requirements  and to devote greater  resources to the  development,
promotion, and sale of their services. There can be no assurance that we will be
able to compete successfully  against current or future competitors.  Failure to
adequately compete will have a negative impact on our value.

     In addition,  the market in which we compete is  characterized  by frequent
new product introductions, rapidly changing technology, and the emergence of new
industry standards. The rapid development of new technologies increases the risk
that current or new  competitors  will develop  products or services that reduce
the competitiveness of and are superior to our products and services. Our future
success  will  depend to a  substantial  degree  upon our ability to develop and
introduce in a timely fashion new products,  services,  and  enhancements to our
existing  products and services that meet  changing  customer  requirements  and
emerging industry standards.  The development of new,  technologically  advanced
products and services is a complex and uncertain  process  requiring high levels
of innovation,  as well as the accurate anticipation of technological and market
trends.  There is a potential for product  development  delay due to the need to
comply with new or modified  standards.  We cannot provide any assurance that we
will be able to identify,  develop, market, support, or manage the transition to
new or enhanced  products or services  successfully,  provide new  products  and
services,  that will be responsive to technological changes or that new products
and  services  will  gain  market   acceptance,   or  respond   effectively   to

                                        6
<PAGE>
announcements  by  competitors,  technological  changes,  or  emerging  industry
standards. Our business, results of operations, and financial condition would be
materially  adversely  affected  if we  were  to be  unsuccessful,  or to  incur
significant  delays,  in developing and introducing new products,  services,  or
enhancements.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY.

     Our quarterly  operating results may fluctuate  significantly in the future
as a result of a variety of factors,  most of which are outside of our  control,
including, but not limited to, the following:

     *    the level of use of the Internet;

     *    number of licenses sold;

     *    Internet advertising;

     *    seasonal   trends  in  Internet  use,   purchases,   and   advertising
          placements;

     *    the level of traffic on our Internet sites;

     *    the amount and timing of capital expenditures and other costs relating
          to the expansion of our Internet operations;

     *    the introduction of new software applications or services by us or our
          competitors;

     *    price competition or pricing changes in the industry;

     *    technical difficulties or system downtime;

     *    general economic conditions; and

     *    economic conditions specific to the Internet and Internet media.

     Due to the foregoing factors, among others, it is likely that our operating
results will fall below our  expectations or our  shareholders'  expectations in
some future quarter.

WE ARE DEPENDENT ON KEY PERSONNEL AND EXPECT TO HIRE ADDITIONAL PERSONNEL.

     Our  performance  is  substantially  dependent  on the services of R. Keith
Guelpa,  our Chief Executive  Officer and President.  The loss of Mr. Guelpa, or
other key employees, could have a material adverse affect on our business, which
will have a negative impact on the value of our company.

     Our  future  success  will also  depend in large  part upon our  ability to
attract and retain highly skilled  management,  technical  engineers,  sales and
marketing personnel,  and finance and technical personnel.  Competition for such
personnel  is  intense  and  there can be no  assurance  that we will be able to
attract  and  retain  such  personnel.  The  loss  of the  services  of any  key
personnel, the inability to attract or retain qualified personnel in the future,
or any delays in hiring required personnel, particularly technical engineers and
sales personnel,  could have a material adverse affect on our business,  results
of operations, and financial condition.

WE  ARE  DEPENDENT  ON  THIRD  PARTIES  FOR  INTERNET   OPERATIONS  AND  PRODUCT
DELIVERIES.

     Our ability to license  financial  software  applications  for use on other
Internet  sites and the  willingness of the owners of such sites to direct users
to our Internet site through  hypertext  links is critical to the success of our
Internet  operations.  We rely  on the  cooperation  of  owners  of  copyrighted
materials and Internet search services and on our relationships with third party
vendors  of  Internet  development  tools  and  technologies.  There  can  be no
assurance that the necessary cooperation from third parties will be available on
acceptable  commercial terms or at all. If we are unable to develop and maintain
satisfactory  relationships  with such third  parties on  acceptable  commercial
terms, or if our competitors are better able to leverage such relationships, our
business,  results of  operations,  and financial  condition  will be materially
adversely affected, which will have a negative impact on our value.

                                        7
<PAGE>
WE MAY NEED TO SPEND  SIGNIFICANT  AMOUNTS OF MONEY TO PROTECT AGAINST  SECURITY
BREACHES.

     A  party  who  is  able  to   circumvent   our  security   measures   could
misappropriate  proprietary  information or cause  interruptions in our Internet
operations.  We may be required to expend  significant  capital and resources to
protect  against the threat of such security  breaches or to alleviate  problems
caused by such breaches.  Consumer concern over Internet  security has been, and
could continue to be, a barrier to commercial  activities requiring consumers to
send  their  credit  card  information  over  the  Internet.  Computer  viruses,
break-ins,  or  other  security  problems  could  lead  to  misappropriation  of
proprietary  information and  interruptions,  delays, or cessation in service to
our customers.  Moreover,  until more  comprehensive  security  technologies are
developed, the security and privacy concerns of existing and potential customers
may inhibit the growth of the  Internet as a  merchandising  medium.  Were these
risks to occur,  our business,  results of operations,  and financial  condition
could be materially adversely affected.

WE MAY BECOME SUBJECT TO SIGNIFICANT  GOVERNMENT  REGULATIONS IN THE FUTURE THAT
COULD NEGATIVELY INFLUENCE OUR PROPOSED BUSINESS.

     We are not currently  subject to direct  federal,  state,  or local laws or
regulations  applicable to access to, or commerce on, the  Internet,  other than
regulations  applicable to businesses generally.  However, due to the increasing
popularity  and use of the Internet and other on-line  services,  it is possible
that a  number  of laws and  regulations  may be  adopted  with  respect  to the
Internet  or  other  on-line  services  covering  issues  such as user  privacy,
"indecent"  materials,  freedom of expression,  pricing,  content and quality of
products and services, taxation, advertising,  intellectual property rights, and
information  security.  The adoption of any such laws or regulations  might also
decrease the rate of growth of Internet  use,  which in turn could  decrease the
demand for our products and services, increase the cost of doing business, or in
some other manner have a material  adverse  effect on our  business,  results of
operations, and financial condition. In addition, applicability of existing laws
governing issues such as property  ownership,  copyrights and other intellectual
property  issues,  taxation,  libel,  obscenity,  and  personal  privacy  to the
Internet is uncertain.  The vast  majority of such laws were adopted  before the
advent of the  Internet  and  related  technologies  and,  as a  result,  do not
contemplate   or  address  the  unique   issues  of  the  Internet  and  related
technologies. We do not believe that such regulations, which were adopted before
the advent of the Internet,  govern the  operations of our business nor have any
claims been filed by any state implying that we are subject to such legislation.
There can be no  assurance,  however,  that a state  will not  attempt to impose
these  regulations upon us in the future or that such imposition will not have a
material  adverse effect on our business,  results of operations,  and financial
condition.

     Several states have also proposed  legislation that would limit the uses of
personal  user  information  gathered  on-line or require  on-line  services  to
establish  privacy  policies.  The Federal Trade  Commission  has also initiated
action  against  at least one  on-line  service  regarding  the  manner in which
personal  information  is collected  from users and  provided to third  parties.
Changes to existing  laws or the passage of new laws  intended to address  these
issues could create  uncertainty in the marketplace that could reduce the demand
for our products and services,  increase our costs of doing business as a result
of litigation costs or increased  service delivery costs, or could in some other
manner have a material  adverse  effect on our business,  results of operations,
and  financial  condition.  In  addition,  because our products and services are
accessible  worldwide,  other  jurisdictions  may claim that we are  required to
qualify to do business as a foreign corporation in a particular state or foreign
country. We are qualified to do business in Nevada and our failure to qualify as
a foreign  corporation  in a  jurisdiction  where we are required to do so could
subject us to taxes and penalties for the failure to qualify and could result in
our inability to enforce contracts in such jurisdictions. Any new legislation or
regulation,  or the application of laws or regulations from jurisdictions  whose
laws do not  currently  apply to our  business,  could have a  material  adverse
effect on our business, results of operations, and financial condition.

THE SUCCESS OF OUR  ANTICIPATED  FUTURE GROWTH IS DEPENDENT  UPON OUR ABILITY TO
SUCCESSFULLY MANAGE THE GROWTH OF OUR PROPOSED OPERATIONS.

     We expect to experience  significant  growth in our number of employees and
scope of  operations.  Our  future  success  will be highly  dependent  upon our
ability to successfully  manage the expansion of our operations.  Our ability to
manage and support our growth effectively will be substantially dependent on our
ability to implement adequate improvements to financial and management controls,
reporting, order entry systems, and other procedures and hire sufficient numbers
of  financial,  accounting,   administrative,   and  management  personnel.  Our
expansion and

                                        8
<PAGE>
the  resulting  growth in the number of our  employees  will result in increased
responsibility for both existing and new management  personnel.  There can be no
assurance  that we will be able to  identify,  attract,  and retain  experienced
accounting and financial personnel.  Our future operating results will depend on
the ability of our  management  and other key employees to implement and improve
our systems for operations, financial control, and information management and to
recruit,  train, and manage our employee base. There can be no assurance that we
will be able to achieve or manage any such growth  successfully  or to implement
and maintain  adequate  financial and management  controls and  procedures.  Any
inability to do so would have a material adverse effect on our business, results
of operations, and financial condition.

     Our future  success  depends upon our ability to address  potential  market
opportunities  while  managing  our  expenses  to match our  ability  to finance
operations.  This need to manage our expenses will place a significant strain on
our  management  and  operational  resources.  If we are  unable to  manage  our
expenses  effectively,  our  business,  results  of  operations,  and  financial
condition will be adversely affected.

PENNY STOCK RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT.

     Our common stock in the past has been,  and from time to time in the future
may be, subject to the "penny stock" rules as  promulgated  under the Securities
Exchange Act of 1934.  In the event that no exclusion  from the  definition of a
"penny stock" under the Exchange Act is available, then any broker engaging in a
transaction in our common stock will be required to provide each customer with

     *    a risk disclosure document;

     *    disclosure of market quotations, if any;

     *    disclosure  of  the   compensation  of  the   broker-dealer   and  its
          salesperson in the transaction; and

     *    monthly account statements showing the market values of our securities
          held in the customer's accounts.

The bid and offer quotation and compensation  information must be provided prior
to  effecting  the   transaction   and  must  be  contained  on  the  customer's
confirmation.  Certain  brokers  are less  willing  to  engage  in  transactions
involving "penny stocks" as a result of the additional  disclosure  requirements
described  above,  which may make it more  difficult  for  holders of our common
stock to dispose of their shares.

INVESTORS SHOULD NOT EXPECT TO RECEIVE A DIVIDEND IN THE FUTURE.

     We have  never  paid any cash  dividends  on our  common  stock  and do not
currently  anticipate  that we will pay  dividends  in the  foreseeable  future.
Instead,  we intend to apply  earnings to the expansion and  development  of our
business.

ITEM 2. DESCRIPTION OF PROPERTY.

     We lease  approximately  4,000  square feet of  executive  office  space in
Scottsdale,  Arizona. The initial term of this lease expires in May 2003, with a
three-year renewal option.

     We  also  sublease  approximately  400  square  feet  of  office  space  in
Vancouver, British Columbia, Canada. This sublease is on a month-to-month basis.

     We believe that our current  leased space is  sufficient  to meet our needs
for the foreseeable  future.  We have no other properties and have no agreements
to acquire any properties.

ITEM 3. LEGAL PROCEEDINGS.

     There is no litigation pending or threatened by or against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

                                        9
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Our  common  stock is quoted on the OTC  Bulletin  Board  under the  symbol
"QMCI."  The  following  table sets forth the high and low sales  prices for our
common stock for the calendar quarters indicated.

                                                                 High      Low
                                                                ------    ------
YEAR ENDED DECEMBER 31, 1999:
  First Quarter...............................................  $ 3.06    $ 0.50
  Second Quarter..............................................    1.50      0.50
  Third Quarter...............................................    2.63      0.59
  Fourth Quarter..............................................    4.72      0.72

YEAR ENDED DECEMBER 31, 2000:
  First Quarter...............................................  $ 4.25    $ 1.37
  Second Quarter..............................................    4.03      1.75
  Third Quarter...............................................    1.93      0.77
  Fourth Quarter..............................................    0.70      0.11

YEAR ENDED DECEMBER 31, 2000:
  First Quarter (as of March 16, 2001)........................  $ 0.69    $ 0.11

     As of March 16, 2001, there were approximately 266 holders of record of our
common stock.  As of March 16, 2001,  the closing price for our common stock was
$0.16.

DIVIDENDS

     For the  foreseeable  future,  we intend to retain any future  earnings  to
finance our operations and do not anticipate  paying cash dividends with respect
to our common stock.  Subject to the  preferences  that may be applicable to any
then-outstanding  preferred  stock,  the  holders  of our  common  stock will be
entitled to receive such  dividends,  if any, as may be declared by our board of
directors from time to time out of legally available funds. Payments of any cash
dividends  in the future  will  depend on our  financial  condition,  results of
operations, and capital requirements as well as other factors deemed relevant by
our board of directors.

RECENT SALES OF UNREGISTERED SECURITIES

     During November 2000, we issued 30,000 shares of common stock at a price of
$0.22 per share,  or an aggregate  offering price of $6,600,  to a consultant as
partial  consideration  for services  rendered to our  company.  We issued these
shares  without  registration  under  the  Securities  Act  in  reliance  on the
exemption  provided by Section 4(2) of the Securities Act as a transaction by an
issuer not involving a public offering.

     During  December  2000, we issued 250,000 shares of common stock at a price
of $0.16 per share, or an aggregate  offering price of $40,000,  to a consultant
in consideration  for services  rendered to our company.  We also issued 500,000
shares of restricted common stock at a price of $0.31 per share, or an aggregate
offering price of $153,503,  in  consideration  for web content  provided to our
company. We issued these shares without registration under the Securities Act in
reliance on the exemption  provided by Section 4(2) of the  Securities  Act as a
transaction by an issuer not involving a public offering.

     During February 2001, we issued 37,500 shares of restricted common stock as
a price of $0.40 per share,  or an  aggregate  offering  price of $15,000,  to a
consultant  in  consideration  for services  rendered to our company.  We issued
these shares  without  registration  under the Securities Act in reliance on the
exemption  provided by Section 4(2) of the Securities Act as a transaction by an
issuer not involving a public offering.

                                       10
<PAGE>
ITEM 6. PLAN OF OPERATION

     Our plan of operation  over the next 12 months will focus  primarily on the
market introduction of our streaming, real-time financial software applications.
In addition,  we will focus on completing other financial software  applications
in the development  stage and bringing those products to market. We also plan to
develop strategic alliances for wireless  applications of our financial software
applications.  These activities may give rise to additional products that may be
commercialized  by our company.  There can be no  assurance,  however,  that our
efforts will result in  marketable  products or products that can be produced at
commercially acceptable costs.

     We  will  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 economic  downturns  and evolving
industry  needs  and  preferences  as well as the level of  competition  and our
ability to  successfully  market our  products and  technology.  There can be no
assurance that we will be able to successfully  implement a marketing  strategy,
generate significant  revenues, or achieve profitable  operations.  In addition,
because our company has had only  limited  operations  to date,  there can be no
assurance that our estimates will prove to be accurate or that unforeseen events
will not occur.

RESULTS OF OPERATIONS

GENERAL

     On July 14, 1999, our company acquired all of the outstanding  common stock
of  Quotemedia.com,  Inc., a Colorado  corporation,  in exchange for  11,000,000
shares of our common stock. As a result of this transaction, the shareholders of
our  predecessor  company  received  shares  of  common  stock  representing  an
aggregate  of 72% of our  outstanding  common  stock,  resulting  in a change in
control of our  company.  As a result of the  merger,  we became  the  surviving
entity and the predecessor company ceased to exist. At this time, we changed our
name to Quotemedia.com, Inc. Following the acquisition, the surviving entity for
accounting  purposes  commenced  operations  on June 28,  1999.  Therefore,  the
results of operations only contain  comparative  information for the period from
June 28, 1999 to December 31, 1999. We were in the development  phase during the
comparative period and,  accordingly,  there are no comparative  revenue figures
and the expenses in this period reflect a lower activity level.

REVENUE

     Revenue consists of licensing fees from our software  applications and fees
generated from sponsorship  advertisements.  Revenue for the year ended December
31, 2000, was $44,728.

WEBSITE CONTENT

     Website content  expenses  consist  primarily of fees paid to our strategic
partners for providing  financial  content such as news,  stock quotes,  charts,
company background data, and general  information.  Website content expenses for
the year ended December 31, 2000,  were $649,393  compared with $121,013 for the
period ended December 31, 1999. The increase is due to the growth of our company
in relation to the comparative  period,  as the  comparative  period reports the
first six months of operations from inception.

PROFESSIONAL FEES

     Professional   fees  consist   primarily  of  legal  and  accounting  fees.
Professional  fees for the year ended  December 31, 2000 were $161,601  compared
with $77,717 for the period ending December 31, 1999. The increase is due to the
growth of our company in relation to the comparative  period, as the comparative
period reports the first six months of operations from inception.

RESEARCH AND DEVELOPMENT

     Research and development  expenses  consist  primarily of costs  associated
with  the  design,   programming,   and  testing  of  the   company's   software
applications. Research and development expenses for the year ended

                                       11
<PAGE>
December  31, 2000,  were  $372,622  compared  with $31,331 for the period ended
December 31, 1999.  The increase is due to the growth of our company in relation
to the  comparative  period,  as the  comparative  period  reports the first six
months of operations from inception.

BUSINESS DEVELOPMENT

     Business development  consists primarily of marketing,  investor relations,
travel, and printing expenses.  Business development expenses for the year ended
December  31,  2000 were  $389,722  compared to  $183,513  for the period  ended
December 31, 1999.  The increase is due to the growth of our company in relation
to the  comparative  period,  as the  comparative  period  reports the first six
months of operations from inception.

OFFICE

     Office  expenses  consist  primarily of premises rent,  computer  equipment
leases,  computer  maintenance and storage,  and salary and recruiting expenses.
Office expenses for the year ended December 31, 2000, were $889,763  compared to
$61,177 for the year ended  December 31, 1999. The increase is due to the growth
of our company in relation to the comparative  period, as the comparative period
reports the first six months of operations from inception.

INTEREST AND OTHER INCOME

     Interest  and other  income  consist of  interest  earned on cash and money
market  investments  and gains realized from the sale of marketable  securities.
Interest  and other income for the year ended  December  31,  2000,  was $40,664
compared to $9,149 for the year ended December 31, 1999. The increase was due to
interest earned on cash and money market investments in the current period.

GAIN ON RELINQUISHMENT OF RIGHTS

     We  relinquished  its claim to future  sales of Skyline  Records,  Inc.  in
exchange  for the  cancellation  of  1,100,000  shares of the  company  owned by
Skyline and a company related to Skyline.  As a result of this  transaction,  we
recognized a gain of $318,895. See Note 6(a) to the Financial Statements.

LOSS FOR THE PERIOD

     As a result  of the  foregoing,  we  incurred  a loss  for the  year  ended
December 31, 2000, of $2,058,814,  or approximately  $(0.11) per share, compared
to a loss of  $465,602,  $(0.03) per share,  for the period  ended  December 31,
1999.

LIQUIDITY AND CAPITAL RESOURCES

     Our cash  totaled  $158,339  at December  31,  2000,  compared  $672,038 at
December 31, 1999, a decrease of $513,699.  Net cash of  $2,186,750  was used in
operations  for the year ended December 31, 2000,  primarily  resulting from our
net loss for the  period.  Net cash used by  investing  activities  for the year
ended December 31, 2000, was $12,801, resulting primarily from proceeds from the
sale of marketable securities,  offset by the purchase of fixed assets. Net cash
provided by financing  activities  for the year ended  December  31,  2000,  was
$1,660,250, resulting from the issuance of new capital stock.

     We cannot predict the timing and amount of future capital expenditures.  We
believe,  however,  that cash on hand  will be  sufficient  to fund our  current
operations  into the  second  quarter  of 2001.  We  intend  to  accelerate  our
development and  infrastructure  spending in the coming calendar  quarters if we
have  sufficient  available  capital  resources.   We  will  require  additional
financings,  which may come from  future  equity or debt  offerings  that  could
result in dilution to our stockholders. Adequate capital may not be available at
that time and the lack of such capital could adversely affect our business.

                                       12
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.

     Reference  is made to the  Consolidated  Financial  Statements,  the  Notes
thereto,  and the Report of Independent Public Accountants thereon commencing at
page F-1 of this Report,  which Consolidated  Financial  Statements,  Notes, and
Report are incorporated herein by reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     Not applicable.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS.

     The following table sets forth certain information  regarding our directors
and executive officers:

        NAME             AGE                  POSITION
        ----             ---                  --------

R. Keith Guelpa.......   54    Chief Executive Officer, President, and Director
Ian D. Lambert........   55    Director
Robert J. Thompson....   58    Chairman of the Board
Keith J. Randall......   34    Treasurer, Chief Financial Officer, and Secretary

     Our listed  officers and directors will serve until the next annual meeting
of the  shareholders  or until their death,  resignation,  retirement,  removal,
disqualification,   or  until  their  successors  have  been  duly  elected  and
qualified.  Vacancies in our existing  Board of Directors are filled by majority
vote of the remaining directors.  Our officers serve at the will of our Board of
Directors.  There is no family  relationship  between any executive  officer and
director.

     R. KEITH GUELPA has served as our President, Chief Executive Officer, and a
director since July 1999.  From March 1999 until June 1999, Mr. Guelpa served as
President  of R.K.  Guelpa &  Associates,  a private  consulting  company.  From
January 1998 until February  1999,  Mr. Guelpa was Chairman and Chief  Executive
Officer of  Mailbank.com,  Inc.,  Vancouver,  Canada,  a privately held Canadian
Internet based  corporation  which owned the largest  registration  of top level
Domain names in the world.  From November 1995 until  December  1997, Mr. Guelpa
served  as   President/CDO  of  C.M.  Oliver  Inc.,  a  publicly  held  Canadian
corporation  offering   brokerage/financial   planning  and  investment  banking
services.  Mr. Guelpa received a Bachelor of Commerce degree from the University
of British Columbia in 1970. He devotes  substantially  all of his business time
to our affairs.

     IAN D. LAMBERT has served as a director since July 1999. Mr. Lambert served
as our  President and a director from May 1994 until July 1999. In July 1999, he
resigned his position as President and was appointed as Secretary.  Mr.  Lambert
resigned his position as  Secretary in July 2000.  In addition to his  positions
with  us,  Mr.  Lambert  has been  President  and a  Director  of  Canasia  Data
Corporation,  Vancouver,  Canada,  a  privately  held  management  services  and
consulting  company,  since 1983. Mr. Lambert is also a director of Tasty Fries,
Inc.,   a  publicly   held   Delaware   corporation   engaged  in   development,
manufacturing,  and  marketing  of a French fry vending  machine,  and  Litewave
Corp.,  a publicly  held  Nevada  corporation  engaged in the  installation  and
operation of voice-over Internet protocol telecom networks. Mr. Lambert received
a Bachelor of Commerce degree in quantitative analysis and computer science from
the University of Saskatchewan in 1970. He devotes  approximately 5% of his time
to our business.

     ROBERT J.  THOMPSON has served as our Chairman of the Board since  February
2000.  Since  May 1996,  Mr.  Thompson  has  served  as the  President  of Bimsi
Marketing  Services,  Inc.,  Vancouver,  Canada,  a privately  held company that
manages the worldwide  marketing  activities  for Birkman  International,  Inc.,
Houston,  Texas,  which is one of the world's  leading  companies in  employment
behavior  assessment  companies utilized by Fortune 500 companies.  From October
1994 until May 1996, he served as President of The Robert Thompson  Partnership,
Certified  Management  Consultants Inc., a division of which was the predecessor
firm of Bimsi Marketing Services.

                                       13
<PAGE>
For  over  30  years,  Mr.  Thompson  practiced  as  a  professional  management
consultant   and  was  a  partner   of  KPMG   Management   Consultants,   Woods
Gordon/Clarkson Gordon, and Ernst & Whitney. He devotes approximately 20% of his
time to our business.

     KEITH J.  RANDALL has served as our Vice  President,  Treasurer,  and Chief
Financial  Officer  since  September  1999 and Secretary  since July 2000.  From
August 1998 until August 1999, Mr. Randall served as controller of C.M. Oliver &
company Ltd., a publicly held Canadian corporation offering  brokerage/financial
planning,  and investment banking services. Mr. Randall served as Vice President
and Chief  Financial  Officer of C.M.  Oliver from August 1999 until March 2000.
From April 1998 until August 1998, Mr. Randall served as a consultant with KPMG,
Inc., an accounting  firm.  From  December  1997 until April 1998,  Mr.  Randall
served as the Chief Financial  Officer for Vantage  Securities  Inc., a Canadian
brokerage firm. From November 1995 until December 1997, Mr. Randall served as an
exchange  examiner for the Vancouver Stock  Exchange.  From September 1991 until
November  1995, Mr.  Randall was employed as a chartered  accountant  with KPMG,
Inc. Mr.  Randall is a licensed  chartered  accountant in Canada.  He received a
Bachelor of Commerce degree with Honors from Queen's  University in May 1991. He
devotes substantially all of his business time to our business.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section  16(a) of the Exchange Act requires our  directors,  officers,  and
persons who own more than 10% of a registered class of our equity  securities to
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange Commission.  Directors, officers, and greater than 10% stockholders are
required by SEC regulations to furnish us with copies of all Section 16(a) forms
they  file.  Based  solely  upon our  review of the copies of such forms that we
received   during  the  fiscal  year  ended   December  31,  2000,  and  written
representations that no other reports were required, we believe that each person
who at any time during the fiscal year was a director,  officer,  or  beneficial
owner of more than 10% of our  common  stock  complied  with all  Section  16(a)
filing requirements during such fiscal year.

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND OTHER COMPENSATION

     The  following  table  sets  forth  certain   information   concerning  the
compensation  for the fiscal years ended  December 31, 1999,  and 2000 earned by
our chief executive  officer.  No other executive  officers earned cash salaries
and bonuses  exceeding  $100,000 during fiscal 2000. We consider Messrs.  Guelpa
and Randall to be our executive officers.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                       LONG TERM
                                                                                      COMPENSATION
                                                                                         AWARDS
                                                                                       SECURITIES
        NAME AND                                                    OTHER ANNUAL       UNDERLYING      ALL OTHER
   PRINCIPAL POSITION           YEAR     SALARY($)     BONUS($)   COMPENSATION($)(2)   OPTIONS (#)   COMPENSATION($)
   ------------------           ----     ---------     --------   ------------------   -----------   ---------------
<S>                             <C>      <C>          <C>             <C>           <C>            <C>
R. Keith Guelpa..............   2000     $175,000        --              --              350,000           --
 Chief Executive Officer,       1999     $ 43,414        --              --                   --           --
 President, and Director (1)
</TABLE>

----------
(1)  Mr. Guelpa became our Chief Executive Officer in July 1999.
(2)  The officer listed also received  certain  perquisites,  the value of which
     did not exceed 10% of his salary during fiscal 1999 and 2000.

                                       14
<PAGE>
OPTIONS GRANTS

     The following  table provides  information on stock options  granted to our
chief executive officer during the fiscal year ended December 31, 2000.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                               NUMBER OF           % OF TOTAL OPTIONS
                        SECURITIES UNDERLYING     GRANTED TO EMPLOYEES    EXERCISE    EXPIRATION
     NAME                 OPTIONS GRANTED(#)         IN FISCAL YEAR         PRICE        DATE
     ----                 ------------------         --------------         -----        ----
<S>                            <C>                        <C>               <C>        <C>   <C>
R. Keith Guelpa........        200,000                    12%               $ 0.50     11/14/05
R. Keith Guelpa........        150,000                     9%               $ 0.24     11/14/05
</TABLE>

YEAR END OPTION VALUES

     The following table provides information respecting the options held by our
Chief  Executive  Officer as of December 31, 2000.  He did not exercise  options
during fiscal 2000.

                      OPTIONS HELD AS OF DECEMBER 31, 2000

                                            NUMBER OF SECURITIES
                                           UNDERLYING UNEXERCISED
                                        OPTIONS AT FISCAL YEAR-END(1)
                                       ------------------------------
        NAME                           EXERCISABLE      UNEXERCISABLE
        ----                           -----------      -------------

R. Keith Guelpa.....................     350,000             --

----------
(1)  None of the  unexercised  options  listed had any value at fiscal  year-end
     because  the  exercise  price  of all of the  options  held  by the  listed
     officers was greater than $0.11,  which was the closing  sales price of our
     common stock as quoted on the OTCBB on December 31, 2000.

1999 STOCK OPTION PLAN

     During March 1999,  we adopted,  and our  stockholders  approved,  the 1999
Stock  Option Plan to advance the  interests of our company by  encouraging  and
enabling key  employees to acquire a financial  interest in our company and link
their interests and efforts to the long-term  interests of our  stockholders.  A
total of 400,000  shares of common  stock was  initially  reserved  for issuance
under the plan.  During  September 1999, this number was increased to 2,500,000.
As of March 16,  2001,  no  shares of our  common  stock  had been  issued  upon
exercise of options granted under the plan, and there were  outstanding  options
to acquire 2,250,000 shares of our common stock under the plan.

     The plan is administered by our board of directors or a committee appointed
by our board.  Our board or the committee  has the  authority to grant  options,
determine  the  purchase  price of shares of our  common  stock  covered by each
option,  determine  the persons who are eligible  under the plan,  interpret the
plan,  determine the terms and provisions of an option  agreement,  and make all
other  determinations  deemed  necessary  for the  administration  of the  plan.
Options may be granted to any director,  officer, key employee,  or any advisory
board member of our  company.  Incentive  stock  options may not be granted to a
director,  consultant,  or advisory  board member that is not an employee of our
company.

     The price of any  incentive  stock options may not be less than 100% of the
fair  market  value of our common  stock on the date of grant.  The price of any
incentive stock options granted to a person who owns more than 10% of our common
stock may not be less than 110% of the fair market  value of our common stock on
the date of grant. The option price for  non-incentive  stock options may not be
less than 50% of the fair market value of our common stock on the date of grant.
Options may be granted for terms of up to but not  exceeding  ten years from the
date of grant,  however,  in the case of an incentive stock option granted to an
individual who beneficially owns 10% more of

                                       15
<PAGE>
the stock of our company,  the exercise  period shall not exceed five years from
the date of grant. Our board of directors may accelerate the  exerciseability of
any outstanding options at any time for any reason.

     In the event of any change in the number of shares of our common stock, the
number of shares of common stock  covered by  outstanding  options and the price
per share of such  options  will be  adjusted  accordingly  to reflect  any such
changes. Similar changes will also be made if our company engages in any merger,
consolidation,  or  reclassification in which is it the surviving entity. In the
event that we are not the surviving entity, each option shall terminate provided
that each holder will have the right to exercise  during a ten period  ending on
the fifth day prior to such corporate  transaction.  In the event of a change of
control,  our board or the committee may  terminate  each option,  provided that
each  holder  receive  the amount of cash equal to the  difference  between  the
exercise  price of the each  option and the fair  market  value of each share of
stock subject to such option.

     Our board may suspend, terminate,  modify, or amend the plan provided that,
in certain  instances,  the holders of a majority of our common stock issued and
outstanding approve the amendment.

RECENT GRANTS OF STOCK OPTIONS

     From the  period  January  1, 2001 to March 16,  2001 the  company  granted
options to acquire 350,000 shares of our common stock at exercise prices ranging
from $0.26 to $0.29 and an  expiration  date of February 27,  2006.  The Company
also  canceled  and  reissued  950,000  options to acquire  shares of our common
stock.  The  canceled  stock  options  had an  exercise  price of $0.50  and the
reissued stock options had exercise prices ranging from $0.26 to $0.29.

     These options include 200,000 options issued to Keith Guelpa at an exercise
price of $0.29;  350,000  options issued to Robert Thompson at an exercise price
of $0.26;  200,000  options issued to Ian Lambert at an exercise price of $0.26;
and 150,000 options issued to Keith Randall at an exercise price of $0.26.

EMPLOYMENT AGREEMENT

     We have a  five-year  employment  agreement  with  Mr.  Guelpa,  our  Chief
Executive  Officer,  terminating  in July 2004. For the fiscal year beginning on
January 1, 2000, the employment agreement provided for a base salary of $175,000
per year. The agreement provides for incentive based compensation based upon the
performance  of our  company  and Mr.  Guelpa  as  determined  by our  board  of
directors.  The agreement also contains  provisions granting options to purchase
shares of our common stock. In the event of  termination,  we may be required to
make a severance  payment to Mr. Guelpa.  The amount of the payment depends upon
(1) the event causing the termination, and (2) the timing of the termination.

                                       16
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth certain  information  regarding  beneficial
ownership  of our common stock as of March 16, 2001 for (i) all  directors,  our
Chief Executive Officer, and the other executive officer; (ii) all directors and
officers as a group;  and (iii) each person known by us to beneficially own more
than 5% of our common stock.

                                                       SHARES
                                                    BENEFICIALLY
NAME OF BENEFICIAL OWNER                            OWNED (1)(2)     PERCENT (2)
------------------------                            ------------     -----------

DIRECTORS AND EXECUTIVE OFFICERS:
R. Keith Guelpa ...............................     5,079,667(3)        22.9%
Ian D. Lambert ................................       350,000(4)         1.7%
Robert Thompson ...............................       300,000(6)         1.4%

All executive officers and directors
 as a group (4 persons) .......................     5,817,167           25.5%

5% OR GREATER STOCKHOLDER:
Duane Nelson ..................................     3,553,000(7)        16.9%

----------
*    Less than 1%.
(1)  Unless  otherwise  indicated,  all  persons  listed  have sole  voting  and
     investment power,  subject to applicable community property law, over their
     shares unless otherwise  indicated,  and can be reached at 14500 Northsight
     Boulevard, Suite 312, Scottsdale, Arizona, 85260.
(2)  The percentages shown are calculated based upon 20,595,112 shares of common
     stock  outstanding  on March 16, 2001.  The numbers and  percentages  shown
     include the shares of common stock actually owned as of March 16, 2001, and
     the  shares  of  common  stock  that the  person  or group had the right to
     acquire within 60 days of March 16, 2001. In calculating  the percentage of
     ownership,  all shares of common stock that the identified  person or group
     had the right to acquire within 60 days of March 16, 2001 upon the exercise
     of options and  warrants  are deemed to be  outstanding  for the purpose of
     computing the percentage of the shares of common stock owned by such person
     or group, but are not deemed to be outstanding for the purpose of computing
     the percentage of the shares of common stock owned by any other person.
(3)  Includes  3,360,000  shares of our  common  stock held in the name of Keeva
     Trust,  which is the  trustee  for a trust to which Mr.  Guelpa's  wife and
     children are  beneficiaries,  as well as 92,167  shares of our common stock
     owned in the name of Mr.  Guelpa's wife.  Mr. Guelpa  disclaims any and all
     beneficial  ownership of such shares.  Also  includes  1,600,000  shares of
     common stock issuable upon exercise of stock options and warrants.
(4)  Includes  200,000  shares of common stock  issuable  upon exercise of stock
     options.
(5)  Includes  87,500  shares of common stock  issuable  upon  exercise of stock
     options.
(6)  Represents  300,000  shares of common stock issuable upon exercise of stock
     options.
(7)  Includes  400,000  shares of common stock  issuable  upon exercise of stock
     options.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The company held a claim on future  record sales of Skyline  Records,  Inc.
("Skyline"),  a 10%  shareholder  of the  Company.  The value of this  right was
written off in 1999 due to the  uncertainty  of realizing  any benefit from this
right. On October 23, 2000, the company entered into a settlement agreement with
Skyline  whereby the company agreed to relinquish any claim to Skyline's  record
sales and cancel a $99,105 debt to the company in exchange for the  cancellation
of  1,100,000  shares of the company  owned by Skyline and a company  related to
Skyline.  As a result of this  transaction,  the  company  recognized  a gain of
$318,895  during the year,  and Skyline no longer owns 10% of the company and is
therefore no longer a related party or an affiliate.

     In May 2000, we re-located our corporate  offices to  Scottsdale,  Arizona.
Our company loaned Mr. Keith Guelpa,  our Chief  Executive  Officer,  $80,000 to
provide relocation assistance. The loan bears interest at the rate of prime plus
0.5%. Repayment terms are at the discretion of our board of directors.

                                       17
<PAGE>
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     (a) EXHIBITS

        EXHIBIT
        NUMBER                       DESCRIPTION OF EXHIBIT
        ------                       ----------------------

        3.1  Articles of Merger Between Physician Cybernetic System, Inc.
             and Genetic Futures, Inc. (1)

        3.3  Amended and Restated Articles of Incorporation (1)

        3.4  Certificate of Amendment to Articles of Incorporation (1)

        3.5  Certificate of Amendment to Articles of Incorporation (1)

        3.6  Certificate of Amendment to Articles of Incorporation (1)

        3.7  Certificate of Amendment to Articles of Incorporation (1)

        3.8  Articles of Merger Between Skyline Entertainment, Inc. and
             Quotemedia.com, Inc. (1)

        3.9  Bylaws (1)

        4.1  Form of Pooling Agreement executed by certain of the
             Company's shareholders (1)

       10.1  Agreement and Plan of Reorganization between the Company
             and Quotemedia.com, Inc., a Colorado corporation (1)

       10.2  Employment Agreement between the Registrant and R. Keith Guelpa (1)

       10.3  Employment Agreement between the Registrant and Keith Randall (1)

       10.4  Employment Agreement between the Registrant and Duane Nelson (1)

       10.5  Filtered Souls Entertainment 1999 Stock Option Plan

----------
(1)  Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form 10-SB filed with the Commission on December 21, 1999.

     (b) REPORTS ON FORM 8-K.

         Not applicable.

                                       18
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date: March 16, 2001                   QUOTEMEDIA.COM, INC.


                                       By: /s/ R. Keith Guelpa
                                           -------------------------------------
                                           R. Keith Guelpa
                                           President and Chief Executive Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


/s/ Robert J. Thompson      Chairman of the Board                 March 16, 2001
-------------------------
Robert J. Thompson


/s/ R. Keith Guelpa         President, Chief Executive            March 16, 2001
-------------------------   Officer, and Director
R. Keith Guelpa


/s/ Keith J. Randall        Vice President, Treasurer,            March 16, 2001
-------------------------   Secretary, and Chief Financial
Keith J. Randall            Officer (Principal Financial and
                            Accounting Officer)


/s/ Ian D. Lambert          Director                              March 16, 2001
-------------------------
Ian D. Lambert

                                       19
<PAGE>
                                    PART F/S
                              QUOTEMEDIA.COM, INC.
                          INDEX TO FINANCIAL STATEMENTS


Independent Auditor's Report                                          F-1

Balance Sheet                                                         F-2

Statement of Operations                                               F-3

Statement of Cash Flows                                               F-4

Statement of Stockholders' Equity                                     F-5

Notes to Financial Statements                                         F-6 - F-12


                                       20
<PAGE>
                               DUNCAN BUDGE, C.A.
                              CHARTERED ACCOUNTANT
                          STE. #200 - 120 LONSDALE AVE.
                          NORTH VANCOUVER, B.C. V7M 2E8
                            TELEPHONE: (604) 990-6680
                            FACSIMILE: (604) 990-8013

                          INDEPENDENT AUDITOR'S REPORT


The Stockholders and Board of Directors
QUOTEMEDIA.COM, INC.


I have  audited the balance  sheets of  QUOTEMEDIA.COM,  INC. as at December 31,
2000 and 1999 and the statements of operations,  stockholders'  equity, and cash
flows  for the  year  ended  December  31,  2000  and the  period  from  date of
incorporation,  June 28, 1999 to December 31, 1999.  These financial  statements
are the  responsibility  of the Company's  management.  My  responsibility is to
express an opinion on these financial statements based on my audits.

I conducted  my audits in  accordance  with  United  States  generally  accepted
auditing standards.  Those standards require that I plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An audit includes  examining,  on a test basis evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also  includes  assessing the  accounting  principles  used and the  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation.

In my opinion,  these  financial  statements  present  fairly,  in all  material
respects, the financial position of the Company as at December 31, 2000 and 1999
and the results of its operations and its cash flows for the year ended December
31,  2000  and the  period  from  the date of  incorporation,  June 28,  1999 to
December  31,  1999,  in  accordance  with  generally   United  States  accepted
accounting principles applied on a consistent basis.

The  accompanying   financial   statements  have  been  prepared  assuming  that
QUOTEMEDIA.COM, INC. will continue as a going concern. As discussed in Note 2 to
the financial  statements,  the Company has limited revenue to date. This raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are described in Note 2. The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


Vancouver, Canada                       /s/ DUNCAN BUDGE, C.A.
March 23, 2001                              CHARTERED ACCOUNTANT

                                      F-1
<PAGE>
                              QUOTEMEDIA.COM, INC.
                                  BALANCE SHEET
                        AS AT DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 2000     DECEMBER 31, 1999
                                                                    -----------------     -----------------
<S>                                                               <C>                    <C>
ASSETS

CURRENT ASSETS

  Cash and cash equivalents                                            $   158,339            $   672,038
  Marketable securities (Note 4)                                            41,420                102,500
  Accounts receivable                                                        3,443                 23,931
  Deposits                                                                  30,538                     --
                                                                       -----------            -----------
     Total current assets                                                  233,740                798,469

  Fixed assets, net (Note 5)                                                47,518                 14,206

  Due from related parties (Note 6 (b))                                     96,863                     --
                                                                       -----------            -----------
                                                                       $   378,121            $   812,675
                                                                       ===========            ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                     $   189,146            $   130,240
  Deferred revenue                                                           2,055                     --
  Due to related parties                                                        --                 13,200
                                                                       -----------            -----------
                                                                           191,201                143,440
                                                                       -----------            -----------

STOCKHOLDERS' EQUITY

  Common stock, $0.001 par value, 50,000,000 shares
   authorized, 20,577,612 shares issued and outstanding (Note 7)            20,558                 17,228
  Additional paid-in capital                                             2,943,705              1,370,536
  Accumulated deficit                                                   (2,777,343)              (718,529)
                                                                       -----------            -----------
                                                                           186,920                669,235
                                                                       -----------            -----------
                                                                       $   378,121            $   812,675
                                                                       ===========            ===========
</TABLE>

"Commitments" (Note 9)

"Contingencies" (Note 10)

"Subsequent Events" (Note 11)

                             See accompanying notes

                                       F-2
<PAGE>
                              QUOTEMEDIA.COM, INC.
                             STATEMENT OF OPERATIONS
                        YEAR ENDED DECEMBER 31, 2000 AND
             PERIOD FROM DATE OF INCORPORATION TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                          PERIOD FROM DATE OF
                                                        YEAR ENDED         INCORPORATION TO
                                                    DECEMBER 31, 2000      DECEMBER 31, 1999
                                                    -----------------      -----------------
<S>                                                   <C>                    <C>
OPERATING REVENUE

  Licensing fees                                      $     24,529           $         --
  Advertising                                               20,199                     --
                                                      ------------           ------------
                                                            44,728                     --

OPERATING EXPENSES
  Business development (marketing)                         389,722                183,513
  Office                                                   889,763                 61,177
  Professional fees                                        161,601                 77,717
  Research and development                                 372,622                 31,331
  Website content                                          649,393                121,013
                                                      ------------           ------------
                                                         2,463,101                474,751
                                                      ------------           ------------

  OPERATING LOSS                                        (2,418,373)              (474,751)

  OTHER INCOME
   Interest and other income                                40,664                  9,149
   Gain on relinquishment of rights (Note 6 (a))           318,895                     --
                                                      ------------           ------------
                                                           359,559                  9,149
                                                      ============           ============

Loss for period                                       $ (2,058,814)          $   (465,602)
                                                      ============           ============
EARNINGS PER SHARE
  Basic loss per share                                $      (0.11)          $      (0.03)
                                                      ============           ============

  Diluted                                             $      (0.10)          $      (0.03)
                                                      ============           ============
WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic                                                 19,428,480             16,159,071
                                                      ============           ============

  Diluted                                               19,804,742             16,275,897
                                                      ============           ============
</TABLE>

                             See accompanying notes

                                      F-3
<PAGE>
                              QUOTEMEDIA.COM, INC.
                             STATEMENT OF CASH FLOWS
                        YEAR ENDED DECEMBER 31, 2000 AND
             PERIOD FROM DATE OF INCORPORATION TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                             PERIOD FROM DATE OF
                                                           YEAR ENDED         INCORPORATION TO
                                                       DECEMBER 31, 2000      DECEMBER 31, 1999
                                                       -----------------      -----------------
<S>                                                       <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

LOSS FOR PERIOD                                           $(2,058,814)           $  (465,602)

ADJUSTMENTS TO RECONCILE LOSS TO NET CASH
  USED IN OPERATING ACTIVITIES
  Depreciation                                                 11,851                    750
  Loss on sale of marketable securities                         3,116                     --
  Gain on relinquishment of rights                           (318,895)                    --
  Issuance of capital stock for services                      334,249                132,500

CHANGES IN ASSETS AND LIABILITIES:
  Accounts receivable                                          20,488                (21,625)
  Deposits                                                    (30,538)                    --
  Accounts payable                                             58,906                 67,146
  Deferred revenue                                              2,055                     --
  Due from related parties                                   (209,168)              (184,875)
                                                          -----------            -----------
NET CASH USED IN OPERATING ACTIVITIES                      (2,186,750)              (471,706)
                                                          -----------            -----------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Proceeds from sale of marketable securities                  57,964                     --
  Fixed assets                                                (45,163)               (12,857)

  Cash acquired on acquisition of subsidiary                       --                  1,100
                                                          -----------            -----------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES            12,801                (11,757)
                                                          -----------            -----------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Issuance of capital stock for cash                        1,660,250              1,155,501
                                                          -----------            -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   1,660,250              1,155,501
                                                          -----------            -----------

NET (DECREASE) INCREASE IN CASH                              (513,699)               672,038

CASH, BEGINNING OF PERIOD                                     672,038                     --
                                                          -----------            -----------

CASH, END OF PERIOD                                       $   158,339            $   672,038
                                                          ===========            ===========
</TABLE>

                             See accompanying notes

                                       F-4
<PAGE>
                              QUOTEMEDIA.COM, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                        YEAR ENDED DECEMBER 31, 2000 AND
             PERIOD FROM DATE OF INCORPORATION TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                               CAPITAL STOCK
                                                         ------------------------      ADDITIONAL
                                                           COMMON                       PAID-IN
                                                           SHARES         AMOUNT        CAPITAL         DEFICIT
                                                         -----------     --------     -----------     -----------
<S>                                                        <C>           <C>          <C>             <C>
BALANCE, JUNE 28, 1999                                     4,393,710     $  4,394     $ 6,317,427     $(6,563,748)

Elimination of deficit and share capital of
 Quotemedia.com, Inc., as at date of acquisition                  --       (3,294)     (6,317,427)      6,563,748

Write off of excess cost of acquisition
  of Quotemedia.com, Inc.                                         --           --              --        (252,927)
                                                         -----------     --------     -----------     -----------
                                                           4,393,710        1,100              --        (252,927)

Shares issued - acquisition of Quotemedia.com, Inc.       11,000,000       11,000              --              --

    Shares issued - for cash                               1,540,669        1,540       1,153,961              --

    Shares issued - for debt                                 176,667          177         132,323              --

    Shares issued - settlement of debt                       116,638          117          87,546              --

    Transfer to par value                                         --        3,294          (3,294)             --

    Loss for period                                               --           --              --        (465,602)
                                                         -----------     --------     -----------     -----------
BALANCE, DECEMBER 31, 1999                                17,227,684       17,228       1,370,536        (718,529)
                                                         ===========     ========     ===========     ===========

    Shares issued - for cash                               3,551,999        3,552       1,656,698              --

    Shares issued - for services                             877,929          878         333,371              --

    Shares cancelled (Note 6 (a))                         (1,100,000)      (1,100)       (416,900)             --

    Loss for period                                               --           --              --      (2,058,814)
                                                         -----------     --------     -----------     -----------
BALANCE, DECEMBER 31, 2000                                20,577,612     $ 20,558     $ 2,943,705     $(2,777,343)
                                                         ===========     ========     ===========     ===========
</TABLE>

                             See accompanying notes

                                       F-5
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINACIAL STATEMENTS
                                DECEMBER 31, 2000


1.   HISTORY AND ORGANIZATION OF THE COMPANY

     The Company ("QuoteMedia") was incorporated June 28, 1999 under the laws of
     the State of  Colorado.  On July 14,  1999,  Skyline  Entertainment,  Inc.,
     ("Skyline")  issued  11,000,000 common shares to acquire 100% of the issued
     and   outstanding   shares  of   QuoteMedia.   This  issuance   represented
     approximately  72% of the issued and  outstanding  shares of Skyline.  As a
     result, the selling  shareholders of QuoteMedia have become the controlling
     shareholders  of Skyline.  This  transaction,  under  which  control of the
     parent  company passes to the former  shareholders  of the  subsidiary,  is
     accounted as a reverse takeover.

     Under  reverse  takeover  accounting,   the  cost  of  the  acquisition  of
     QuoteMedia has been recorded  using the purchase  method,  with  QuoteMedia
     (the legal  subsidiary)  being  recognized  as the  parent  for  accounting
     purposes.

     Under the July 14, 1999 agreement,  immediately after the reverse takeover,
     QuoteMedia  was merged  into  Skyline,  with  Skyline  being the  surviving
     corporation.  Skyline's  name was then changed to  QuoteMedia.com,  Inc.

2.   GOING CONCERN

     The Company's  financial  statements are prepared using generally  accepted
     accounting principals applicable to a going concern, which contemplates the
     realization  of assets and  liquidation of liabilities in the normal course
     of business. However, the Company has had limited revenues to date. Without
     realization of additional  capital, it would be unlikely for the Company to
     continue as a going concern.

3.   SIGNIFICANT ACCOUNTING POLICIES

     a) CASH AND CASH EQUIVALENTS

     Cash  equivalents  include money market  investments that are redeemable on
     demand.

     b) FIXED ASSETS

     Fixed   assets  are  recorded  at  cost  less   accumulated   depreciation.
     Depreciation  is calculated on a  declining-balance  basis at a rate of 30%
     for the computer. In the years of acquisition and disposal, depreciation is
     calculated at one-half the normal rate.

     c) LOSS PER SHARE

     Financial  Accounting  Standards No. 128 "Earnings Per Share"  requires the
     presentation  of basic and diluted  earnings per share.  Basic earnings per
     share are  computed by dividing  income by the weighted  average  number of
     shares  outstanding  during the year. Diluted earnings per share takes into
     account shares  outstanding  (computed  under basic earnings per share) and
     potentially dilutive common shares (such as stock options outstanding). The
     effect  of a stock  split or  reverse  split is  applied  retroactively  to
     preceding periods.

                                      F-6
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINACIAL STATEMENTS
                                DECEMBER 31, 2000


3.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     d) STOCK BASED COMPENSATION

     Statement  of  Financial  Accounting  Standards  No.  123  "Accounting  Per
     Stock-Based Compensation" ("FAS 123") encourages,  but does not require, to
     record the compensation cost for stock-based employee compensation plans at
     fair value. The Company has chosen to account for stock-based  compensation
     using  Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
     Issued to Employees".  Accordingly,  compensation cost for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an  employee  is required to
     pay  for  the  stock.   The  company  has  provided  the  pro-forma   stock
     compensation information required by FAS 123 in note 7 d).

     e) 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 recovery  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.

     f) USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principals  requires management to make estimates and
     assumptions  that  effect the  reported  amount of assets and  liabilities,
     disclosure of contingent  assets and liabilities as at the year end and the
     reported  amount of revenues and expenses  during the year.  Actual results
     may vary from the estimates.

     g) NEW ACCOUNTING STANDARDS

     Statement  of  Financial  Accounting  Standards  No.  133  "Accounting  for
     Derivative  Instruments and Hedging Activities"  establishes accounting and
     reporting  standards for derivative  instruments and hedging activities and
     is  effective  for all fiscal  quarters or years  beginning  after June 15,
     1999. The Company does not  anticipate  that adoption of the statement will
     have a significant impact on its financial statements.

     h) REPORTING ON COSTS OF START-UP ACTIVITIES

     In April 1998,  the  American  Institute of  Certified  Public  Accountants
     issued  Statement  of  Position  98-5:  "Reporting  the  Costs of  Start-Up
     Activities" which provides guidance on the financial  reporting of start-up
     costs and organization  costs. It requires costs of start-up activities and
     organization  costs to be expensed as incurred.  The statement is effective
     for fiscal years  beginning  after  December 15, 1998. The company does not
     anticipate that the statement will have a significant  impact on its future
     financial statements.

                                      F-7
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINACIAL STATEMENTS
                                DECEMBER 31, 2000


4.   MARKETABLE SECURITIES

     TASTY FRIES, INC.

     Number of shares                                                    109,000
     Recorded value                                                      $41,420

     Tasty  Fries,  Inc.,  a U.S.  corporation  trades  on the Over the  Counter
     Bulletin Board operated by the National Association of Security Dealers.

     Tasty Fries,  Inc.  owns the right to  manufacture,  distribute  and sell a
     fully automated  French fry vending  machine.  In addition to acquiring the
     above shares in Tasty Fries,  Inc.  during 1995, the company was interested
     in  become   involved  in  the  business.   The  company  was  granted  the
     distribution  rights  for 15  European  Countries.  Consideration  is  only
     payable to Tasty Fries,  Inc. at the time vending  machines are ordered and
     delivered.  To date,  no  business  has evolved  from this  distributorship
     agreement.

5.   FIXED ASSETS

     Cost                                                              $ 62,085
     Accumulated Depreciation                                           (14,567)
                                                                       --------
     Net Value                                                         $ 47,518
                                                                       ========

6.   RELATED PARTY TRANSACTIONS

     a) The Company held a claim on future record sales of Skyline Records, Inc.
     ("Skyline"),  a 10% shareholder of the Company. The value of this right was
     written off in 1999 due to the  uncertainty  of realizing  any benefit from
     this right.  On October 23,  2000,  the Company  entered  into a settlement
     agreement  with Skyline  whereby the company agreed to relinquish any claim
     to  Skyline's  record  sales and  cancel a $99,105  debt to the  Company in
     exchange for the  cancellation of 1,100,000  shares of the Company owned by
     Skyline and a company related to Skyline. Because of this transaction,  the
     company  recognized  a gain of  $318,895  during the year,  and  Skyline no
     longer owns 10% of the Company and is therefore no longer a related  party.

     b)  In  May  2000,  the  Company's  re-located  its  corporate  offices  to
     Scottsdale,  Arizona.  The  Company  loaned  Mr.  Keith  Guelpa,  the Chief
     Executive Officer of the Company, $80,000 to provide relocation assistance.
     The loan bears  interest at the rate of prime plus 1/2  percent.  Repayment
     terms are at the discretion of the Board of Directors.

                                      F-8
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINACIAL STATEMENTS
                                DECEMBER 31, 2000


7.   CAPITAL STOCK

     a) AUTHORIZED SHARE CAPITAL

             400,000    Series A-1 preferred, $0.001 par value
           1,036,500    Series A-11 preferred, $0.001 par value
           8,563,000    non-designated preferred, $0.001 par value
          50,000,000    common shares, $0.001 par value

     b) ISSUED SHARE CAPITAL

          Preferred,    Series A-1, A-11 and non-designated, none issued

          Common,       20,595,112

     c) ADDITIONAL PAID-IN CAPITAL

     The excess of proceeds  received for common  shares over their par value of
     $0.001 is credited to additional paid in capital.

     d)   STOCK OPTION PLAN

     The Company has a stock option plan whereby shares of the Company's  common
     stock may be issued  pursuant to the exercise of stock  options  granted to
     employees,  officers,  directors,  advisors, and independent contractors of
     the company.  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 fair market value but in no
     event less than 50% of fair market value. The options  generally vest after
     one year unless,  at the discretion of the Board of Directors,  alternative
     vesting  methods are allowed.  The term of each option is determined at the
     time it is granted  and may extend to a maximum of ten years.  At  December
     31, 1999, the Company has reserved 2,500,000 options for issuance under the
     stock option plan.  Options may also be granted  outside the Company  stock
     option plan.  Options granted outside the plan generally contain terms that
     are more  restrictive in nature and have a maximum  expiration term of five
     years. An unlimited number of options may be granted by the Company outside
     the Company stock option plan at the discretion of the Board of Directors.

                                      F-9
<PAGE>
                               QUOTEMEDIA.COM INC.
                          NOTES TO FINACIAL STATEMENTS
                                DECEMBER 31, 2000


7.   CAPITAL STOCK (CONTINUED)

     The following table sets forth certain stock option information:

<TABLE>
<CAPTION>
                                                                           Weighted-Average
                                                           Options          Exercise Price
                                                         -----------       ----------------
<S>                                                       <C>                  <C>
     Outstanding at June 28, 1999                                --                 --
                                                         ----------              -----
         Granted under company stock option plan            750,000              $1.54
         Granted outside company stock option plan          250,000              $0.94
         Exercised                                               --                 --
         Cancelled                                               --                 --
                                                         ----------              -----

     Outstanding at December 31, 1999                     1,000,000              $1.39
                                                         ----------              -----

        Granted under company stock option plan           2,305,000              $0.95
        Granted outside company stock option plan           350,000              $1.64
         Exercised                                         (100,000)             $0.75
         Cancelled                                       (1,580,000)             $1.89
                                                         ----------              -----
     Outstanding at December 31, 2000                     1,975,000              $0.55
                                                         ==========              =====

                                      Options Outstanding                         Options Exercisable
                      --------------------------------------------------   -------------------------------
                                           Weighted
                          Number           Average          Weighted           Number         Weighted
        Range of      Outstanding at      Remaining         Average        Exercisable at      Average
     Exercise Price   Dec. 31, 2000   Contractual Life   Exercise Price    Dec. 31, 1999    Exercise Price
     --------------   -------------   ----------------   --------------    -------------    --------------

       $0.16-1.68       1,975,000           4.55             $0.55           1,420,000          $0.58
</TABLE>

     As explained  in note 3 d), if the Company has adopted only the  disclosure
     provisions of FAS 123 for options granted under the existing employee stock
     option plan.  As at December  31, 2000 all stock  options have been granted
     with  exercise  prices  equal to or greater  than the  market  value of the
     underlying  common  shares on the date of grant  therefore no  compensation
     expense has been  recognized  for the stock option plan in the statement of
     operations.

                                      F-10
<PAGE>
                               QUOTEMEDIA.COM INC.
                          NOTES TO FINACIAL STATEMENTS
                                DECEMBER 31, 2000


7.   CAPITAL STOCK (CONTINUED)

     FAS 123 uses a fair value  method of  calculating  the cost of stock option
     grants.  Had the Company  elected to  recognize  compensation  cost for its
     option  plans based on this method net income and  earnings per share would
     have been as follows:

                                                2000             1999
                                                ----             ----
     Net income:
        As reported                        $ (2,058,814)      $ (465,604)
        Pro forma                            (2,109,046)        (723,813)
     Basic earnings per share:
        As reported                               (0.11)           (0.03)
       Pro forma                                  (0.11)           (0.04)
     Diluted earnings per share:
       As reported                                (0.10)           (0.03)
       Pro forma                                  (0.11)           (0.04)

     The weighted  average fair value of the options  granted during the year is
     $0.49 per share.

     The fair value of each option on the date of grant is  estimated  using the
     Black-Scholes  option-pricing  model with the  following  weighted  average
     assumptions for 2000:  expected  dividend yield of 0%, expected stock price
     volatility  of 247%, a risk free  interest rate of 6%; and an expected life
     of options of one year.

8.   COMPARATIVE FIGURES

     Certain figures in the comparative period have been reclassified to conform
     to the current year's presentation.

9.   COMMITMENTS

     The Company has  contracts  with web content  providers,  and premise lease
     commitments  extending  one to three  years.  Commitments  total  $262,176,
     $210,140 and $50,412 in years 2001, 2002, and 2003, respectively.

                                      F-11
<PAGE>
                               QUOTEMEDIA.COM INC.
                          NOTES TO FINACIAL STATEMENTS
                                DECEMBER 31, 2000


10.  CONTINGENCIES

     Fortress  Entertainment  Group,  Inc.  launched a lawsuit  against  Skyline
     Entertainment, Inc. and Skyline Records, Inc. in which Quotemedia.com, Inc.
     was  also  named  in  the  suit  as  the   successor   company  to  Skyline
     Entertainment, Inc. The lawsuit was settled during the year. The settlement
     requires Skyline Records,  Inc. to pay $65,000 on or before April 15, 2001.
     In the event  that  payment  is not made,  a  Stipulated  Judgment  will be
     entered in the amount of $130,000.  In the event that Skyline Records, Inc.
     fails to make payment,  Quotemedia.com,  Inc. is liable as a named party in
     the suit.

11.  SUBSEQUENT EVENTS

     a) RELATED PARTY TRANSACTIONS

     On February 14, 2001, Keith Guelpa,  President and Chief Executive  Officer
     of the Company, loaned the Company $50,000. The loan is interest bearing at
     8% per annum, due on demand and secured by the  unencumbered  assets of the
     Company.  As  consideration  for this loan,  the Company  issued Mr. Guelpa
     1,250,000  warrants to purchase  common stock of the Company.  The warrants
     have an exercise price of $0.10 and expire on February 14, 2006.

     b) STOCK OPTIONS

     On February 27, 2000, the Company  granted 350,000 stock options inside the
     Company  stock option plan at exercise  prices  ranging from $0.26 to $0.29
     and an expiry date of February 27, 2006.  The Company  also  cancelled  and
     reissued  950,000 stock options  inside the Company Stock Option plan.  The
     cancelled  stock  options had an exercise  price of $0.50 and the  reissued
     stock options had exercise prices ranging from $0.26 to $0.29.

     c) WARRANTS

     On January 8, 2001, the Company  engaged the services of CPP Ventures,  LLP
     ("CPP") for advisory services and to provide news content.  In exchange for
     these services, the Company granted CPP 500,000 warrants to purchase common
     stock of the  Company.  The  warrants  have an exercise  price of $0.10 and
     expire on January 8, 2002.

                                      F-12