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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

Amendment No. 1





(Mark one)

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

For the fiscal year ended December 31, 2009

OR



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

For the transition period  to

Commission File Number: 0-28599





QUOTEMEDIA, INC.

(Exact name of registrant as specified in its charter)







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

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

(Address of Principal Executive Offices)

(480) 905-7311

(Registrants Telephone Number, Including Area Code)





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



|                                        |  |                                      
|--------------------------------------- |  | -------------------------------------
|Title of each class                     |  | Name of exchange on which registered 
|Common stock, par value $.001 per share |  | FINRA Over the Counter Bulletin Board

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



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

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

As of
March 10, 2010, there were outstanding 89,371,320 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 (51,310,636 shares) based on the closing
price of the issuers common stock as reported on the FINRA Over the Counter Bulletin Board, or OTCBB, on March 10, 2010, was $5,131,064. 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









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TABLE OF CONTENTS



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



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EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the
Original Report) in order to amend Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) and Exhibit 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) to include information that was inadvertently omitted from the Original Report.

Other than the amendments to Exhibits 31.1
and 31.2, this Amendment No. 1 does not affect any other items in our Original Report. We are also filing as exhibits to this Amendment No. 1 the certifications pursuant to section 906 of the Sarbanes-Oxley Act of 2002, which are currently
dated.

Except as otherwise expressly stated for the items amended in this Amendment No. 1, this Amendment No. 1 continues to speak
as of the date of the Original Report and we have not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with our
Original Report.



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SIGNATURES

Pursuant to the requirements of 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: October 29, 2010 |  |  |  | QUOTEMEDIA, INC.
|                       |  |  |  |                 
|                       |  |  |  |                  |  | By: |  | /S/    R. KEITH
GUELPA               
|                       |  |  |  |                  |  |     |  | R. Keith Guelpa                      
|                       |  |  |  |                  |  |     |  | President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, 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 Robert J. Thompson |  | Chairman of the Board                                                                                          |  | October 29, 2010
|                                             |  |                                                                                                               
|/S/    DAVID M.
SHWORAN David M. Shworan     |  | Director                                                                                                       |  | October 29, 2010
|                                             |  |                                                                                                               
|/S/    KEITH J.
RANDALL Keith J. Randall     |  | Vice President, Treasurer, Secretary, and Chief Financial Officer (Principal Financial and Accounting Officer) |  | October 29, 2010
|                                             |  |                                                                                                               
|/S/    R. KEITH
GUELPA R. Keith Guelpa       |  | Chief Executive Officer, President and Director (Principal Executive Officer)                                  |  | October 29, 2010