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, 2002

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

                         Commission file number 0-28599

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   91-2008633
                      (I.R.S. Employer Identification No.)

 14500 NORTHSIGHT BOULEVARD, SUITE 329, 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: $43,871.

As of March 10, 2003, there were outstanding  52,286,704  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  (46,298,804  shares)  based on the
closing  price of the  issuer's  common  stock as  reported on the NASD Over the
Counter  Bulletin  Board,  or OTCBB,  on March 10,  2003,  was  $3,240,916.  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, 2002

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
PART I

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

  ITEM 2. DESCRIPTION OF PROPERTY...........................................  10

  ITEM 3. LEGAL PROCEEDINGS.................................................  11

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............  11

PART II

  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........  11

  ITEM 6. PLAN OF OPERATION.................................................  12

  ITEM 7. FINANCIAL STATEMENTS..............................................  14

  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE.............................  14

PART III

  ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................  14

  ITEM 10. EXECUTIVE COMPENSATION...........................................  16

  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT AND RELATED STOCKHOLDER MATTERS.....................  25

  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................  26

  ITEM 13. EXHIBITS, LIST, AND REPORTS ON FORM 8-K..........................  27

  ITEM 14, CONTROLS AND PROCEDURES..........................................  27

SIGNATURES .................................................................  28

CERTIFICATIONS .............................................................  29

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.................................. F-1


                 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.  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."

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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

     We are a leading software  developer and Application  Service Provider,  or
ASP,  specializing in the collection,  aggregation,  and unique delivery of both
delayed and real-time  financial  data content via the Internet.  We develop and
license  unique  Web-based  software  components  that deliver  cost  effective,
dynamic  content to websites of potential  customers,  which  include  brokerage
firms, financial institutions, mutual fund companies, portals, public companies,
Fortune 500 companies, and corporate intranets.

     Our unique 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 websites today.

     To facilitate  effective  information  delivery,  QuoteMedia has created an
efficient,  scalable  model that  manages  and streams  information  to multiple
entities  from data centers and content  feeds across the Web. This means that a
website can license financial information software applications,  for monthly or
annual subscription fees, at significantly reduced costs to the user.

     These Web-delivered components are lightweight, reliable, and easy to embed
on a website.  They require  fewer  content  updates and data feeds,  have fewer
maintenance issues than competitors' products, and they are highly customizable,
allowing for seamless  integration  into a client's  website.  To add any of our
many  available  components,  a webmaster  simply copies and pastes a simple one
line  of  our  code  to  the  desired  page.  Any  necessary   assistance   with
implementation  is included in our guarantee of ongoing full  technical  support
for our clients.

     In March of 2003,  we changed the name of our company to  QuoteMedia,  Inc.
from  Quotemedia.com,  Inc., to better reflect the business  climate in which we
operate. We maintain our executive offices at 14500 Northsight Boulevard,  Suite
329, 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, Inc. and our operating divisions.

STRATEGY

     Our business strategy utilizes a multi-level approach to generate revenues.
The first of these strategies includes engaging in the online financial services
market by focusing on private  labeling of our streaming  stock quote  software,
Quotestream(TM)  for  a  monthly  licensing  fee  to  established  Web  portals,
brokerages,  and other financial  services firms which currently do not offer or
offer  inadequate  online  financial  information  and  trading  tools  to their
clients.  The  second  strategy  involves  charging  users  directly  a  monthly
subscription  fees for our  Real-Time  streaming  stock  information.  The third
strategy involves  offering other fee-based  financial tools to a broad spectrum
of  websites,  enabling  them to offer their  users a wider  range of  financial
reporting information than just portfolio-based stock information.  In our view,
these new financial tool applications provide us with a competitive advantage in
a lucrative market due to their exceptional capacity for customization,  extreme
ease of implementation, and very aggressive pricing.

     We are implementing all strategies simultaneously.  By means of this model,
we believe site usage of our products will increase significantly,  accelerating
our  revenue   growth  and   expansion  as  a  company.   We  believe  that  the
subscription/licensing-based  products will comprise the majority of our revenue
base over the long term.  Our goal is to generate  revenue from the new Internet
model  of  streaming  information  syndication.  Under  the  syndication  model,
information is customized to suit the needs of our customers'  websites  without
the typical high up-front cost of customization involved in packaged software or
specific content feeds.

     We currently target businesses  worldwide 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 our marketing and sales
partnership   with  Thomson  Wealth   Management  (a  division  of  The  Thomson
Corporation  TSE:  TOC) will  enable us to gain  access  to  Thomson's  existing

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customer accounts in the Brokerage and Financial sectors.  Potential markets for
our products include the following:

     *    Brokerage firms, banks, and other financial institutions;

     *    Large, established Web portals;

     *    Corporate Intranets;

     *    Small to mid-sized websites;

     *    Public companies;

     *    Mutual fund companies;

     *    Content Publishers;

     *    Individual investors

PRODUCTS

     QuoteMedia  software  applications  comprise a suite of  customizable  Java
Applets,  Javascript  Inserts,  and Java  Servlets,  which combine the depth and
variety of established  financial  databases with the flexibility and efficiency
of the Web to deliver customized content to clients around the globe.

     QuoteMedia's   lightweight  and   fast-loading,   applications   deliver  a
multi-faceted  array of information in a variety of delivery vehicles.  Services
may be purchased  on a  subscription  basis for a wide range of  products,  from
fully integrated backend-compliant systems, to highly portable and user friendly
scripts that can be deployed in minutes to deliver robust and timely data across
the Web.

     We believe our software  applications can provide  extremely cost effective
content  solutions to large-scale  portals,  smaller  websites,  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.

     With our  turnkey  solutions,  users can monitor  investments  in real time
through customizable portfolio trackers,  and research investment  opportunities
via  comprehensive  streaming  financial  data.  For the  online  investor,  our
financial  software  applications  provide a wide  array of  interactive  tools,
products, and services via the Internet.

Our product lines include the following:

QUOTESTREAM(TM)

     Quotestream is a unique,  Web-based  streaming online portfolio  management
system that delivers instant market data to both consumer and corporate markets.
A  platform-independent  solution,  it can be easily  integrated  with  existing
back-end  databases  and provides  streaming  market data to end users through a
flexible interface that can be fully customized by the publisher.

     Quotestream  is available in several  modes,  which  include  Delayed Data,
Real-Time Data, and Level II Data.  Within the application,  users may customize
their  portfolios  and  gather  important   information  via  dynamic  charting,
symbol-based news, corporate filings, and up-to-the second market reports.

     Our Quotestream product line comprises four products  (Quotestream  Bronze,
Quotestream Silver, Quotestream Gold, and Quotestream  Professional),  all based
on the company's revolutionary, proprietary application technology that delivers
a broad range of value-added financial information and services, such as: market
indices;  stock watch lists; static and interactive charts; and both delayed and

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real-time  streaming  (dynamically  updated)  content  in a small  (under  100k)
Web-delivered application that requires no downloads or user-resident software.

     We have designed our Quotestream products specifically for private branding
by brokerages,  financial institutions,  and Web portals ("Corporate Partners"),
and to meet the  individual  needs of their  customers.  Quotestream  enables  a
Corporate Partner to complement their existing product  offering,  differentiate
themselves from their competition, and generate substantial recurring revenue.

     The  Quotestream  application  generates  revenue  streams  for our clients
through a dynamic syndication process. Under the syndication model,  information
is customized to suit the needs of the customer  without the usual high up-front
cost of specific content feeds and integration.  This comprehensive  application
allows  Corporate  Partners to offer  their own  privately  branded  Quotestream
Bronze  product  at  little  cost to the  Partner  Company  and no cost to their
customer.  In addition,  Partners can offer and up-sell the enhanced Quotestream
Bronze, Silver, Gold and Professional products. Partners may even elect to offer
our Quotestream line of products to their client-bases at no cost to themselves,
while enjoying ongoing revenue shares on generated subscriptions.

     FINANCIAL TOOLS

     We have  developed  a full  range of  aggressively  priced  financial  data
applications to serve an expanding  market for timely market data delivered over
the Web.  Clients may choose from full tool  packages or an array of  individual
components to add dynamic,  real-time  financial  information to their websites.
Our tools  offer  businesses  maintenance-free  applications  that  will  retain
traffic and increase overall  customer  activity,  while seamlessly  integrating
into their current site layouts and product offerings.

     Our  Financial   Tools   software   applications   constitute  a  suite  of
customizable  services  that  combine  the  depth of a  variety  of  established
databases with the  flexibility  and efficiency of the Web to deliver  financial
and news information.  These information applications are typically licensed for
a monthly subscription fee.

     Our publishing  partners benefit from access to simple,  low-cost,  locally
hosted  and fully  customizable  applications  that are  subscription-based  and
tailored to individual needs. QuoteMedia financial tools packages and components
include:

     *    CHARTS - Markets  and equity  charting  is  available  in a variety of
          formats.   Static  thumbnails  or  dynamic  interactive   charting  is
          available to allow full market coverage  charting or individual  stock
          performance displays.

     *    STOCK  TICKERS - Vertical  or  horizontally  displayed  tickers  bring
          instant market information alive.

     *    MARKET  INDICES  -  At-a-glance  display  of  market  conditions,  fed
          directly from the major exchanges.

     *    NEWS  HEADLINES  -  Equity-based  lookup of news  stories  relating to
          individual companies, or broader,  demographic-specific  feeds in over
          400 categories.

     *    WATCH  LISTS - Current  values and trends for a group of  user-defined
          equities.

     *    MARKET STATISTICS - Top gainers and losers on the day for a variety of
          exchanges.  Detailed  statistical  analysis  of most  actively  traded
          stocks.

     *    INVESTOR  RELATIONS - Information on current value,  historical  data,
          and news, related to individual public companies, generating a turnkey
          and self-updating investor relations page.

     *    QUOTE MODULES - Completely  customizable  and intuitive  quote modules
          allow  visitors  to enter a stock  symbol  and  return a wide range of
          market data, including charts, news,  historical data, market indices,
          Level II, Current Price, Change, Bid-Ask, Insider Reports, SEC filings
          and more.

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     *    VALUE  PRICED  PREMIUM   PACKAGES  -  Our   Professional,   Executive,
          Enterprise and Investor Relations Packages include various bundling of
          some or all of the above financial  tools, and include the Quotestream
          portfolio management system.

     *    CUSTOMIZED  PACKAGES - Because of the  flexibility  and scalability of
          our  software  applications,  we are able to  accommodate  any  unique
          requirements with specifically tailored solutions.

EMPLOYEES

     We currently have six full time employees: (1) Mr. David M. Shworan, who is
our Chief Executive Officer,  President,  and director; (2) Mr. R. Keith Guelpa,
our Chief  Operating  Officer and Director;  (3) Mr. Duane  Nelson,  our head of
business  development;  (4) Keith Randall, our Chief Financial Officer; (5) Jeff
Kadanoff,  our lead technical  administrator;  and (6) Madhu  Acharya,  our lead
programmer.

     In addition, we employ seven part-time programmers and administration staff
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 excellent.  With a successful  implementation
of our business  plan,  we may retain  additional  employees in the next year to
handle anticipated growth. We anticipate that we will hire additional  employees
in the areas of  administration,  programming,  sales,  marketing,  and customer
care.

COMPETITION

     We  believe  there is a small  group  of  competitors  for our core  market
competency  as a  developer  of  proprietary  B2B  Web-based  software  for  the
brokerage and financial institution marketplace. There are over 13,000 brokerage
firms,  nearly  10,000  financial  firms and insurance  institutions  in America
today,  and very few of those have a "streaming"  product that is similar to our
product,  thus leaving a large market for  QuoteMedia  to explore.  In addition,
many of  these  companies'  websites  that  do  currently  feature  competitors'
financial  tools  will  realize  significant  savings by  switching  to our more
customizable,  faster-loading,  more  easily  implemented,  and  less  expensive
financial tool applications.

     Many financial  information companies license information to Web businesses
and feed the information to them through industry standard FTP feeds or links, a
business model that syndicates  content. We believe we offer a notably different
product  from  these  companies,  by virtue of 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  and  revolutionary  in the
marketplace  in terms of both  features and  functionality.  Our products  offer
significant  technological  advantages  through our delivery of an  unparalleled
feature aggregate, including, but not limited to:

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

     *    Solutions easily embedded directly onto a website;

     *    Complete  customization  by end users of  content  and  appearance  of
          content delivery;

     *    No requirement for any bandwidth, software, or back-end infrastructure
          from clients' web sites to run our technology;

     *    Extremely lightweight, fast-loading applications;

     *    Integrated   satellite  feed  and  database  for  all  North  American
          securities;

     *    Open architecture Oracle database systems;

     *    UNIX server farm with Arrowpoint load balancing;

     *    Comprehensive statistical logs and tracking systems;

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     *    User-friendly, premium product registration and order system;

     *    Quotestream (Streaming Delayed and Real Time Quotation application);

     *    Firewall-friendly dynamic Java Applets;

     *    Real-time registration and order interfaces;

     *    Top 5% product ranking by Java Applet Rating Service (JARS);

     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.  We  believe  this  makes  our
products and services distinct from other products currently in the marketplace.

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

     We believe that our business  model offers  strong  market  differentiation
through  our  strategy  of  offering  private  labeled  financial  solutions  to
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

     Internet research  suggests that sixty-five  percent of those who go online
seek financial information.  As a result, large portals,  brokerage firms, banks
and other  institutions,  as well as  non-financial  websites of all kinds,  are
increasingly  eager to incorporate and expand  financial  information into their
websites.  An increasing number of online businesses are searching for Web-based
tools that provide additional content and features to retain visitors or enhance
"stickiness." A site's stickiness or ability to keep users for prolonged periods
of time is key to  building  rich  relationships  between a company and its site
visitors.

     QuoteMedia's  financial and news applications can be seamlessly  integrated
onto an existing website  regardless of its size.  Adding business  information,
trading  and  other  financial  capabilities  to  a  company's  website  through
QuoteMedia  enables  businesses  to  provide  comprehensive  news and  financial
content and retain their visitors without linking them to another site.

     Through turnkey "branded" applications,  clients can monitor investments in
real-time  through   customizable   portfolio   trackers,   research  investment
opportunities,  watch live video and view streaming  financial data. In order to
develop a comprehensive  financial Web portal, a company could expend as much as
$100,000.00  plus monthly  content fees,  which alone can reach  $20,000.00  per
month.

     QuoteMedia's    integrated    financial    applications    and    in-depth,
business-related  data offer a comprehensive and easily integrated solution at a
significantly reduced cost than noted above.

                             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 revenue and accumulated deficit of $6,031,223 at
December 31, 2002, 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

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history  and have  generated  minimal  revenues  or  earnings  from our  current
operations.  We will, in all likelihood,  continue to sustain operating expenses
without  corresponding  revenue,  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. 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  stockholders  may not be able to  recover  their  initial
investment.

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,  our cash will fund our operations
through April 2002. Beyond that time, we will require  additional equity or debt
financing  in order  to carry on our  operations.  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  stockholders.  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 model by the markets and customers targeted by us. We
neither have conducted, nor have made available to the market, 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 stockholders 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 revenue,
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  revenue from our business 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 will 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  stockholders.  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 DEPENDS 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   revenue,   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

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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.

     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  revenue.
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 online 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

                                       7
<PAGE>
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
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  stockholders'  or  analysts'
expectations in future quarters.

WE DEPEND ON KEY PERSONNEL AND EXPECT TO HIRE ADDITIONAL PERSONNEL.

     Our  performance  is  substantially  dependent  on the services of David M.
Shworan,  our Chief Executive  Officer and President,  and R. Keith Guelpa,  our
Chief  Operating  Officer.  The loss of Mr. Shworan or 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 DEPEND 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

                                       8
<PAGE>
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.

WE MAY 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  REGULATION 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.

                                       9
<PAGE>
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 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 sublease  approximately  2,200 square feet of executive  office space in
Scottsdale, Arizona. The initial term of this sublease expires in May 2003.

     We also  sublease  approximately  1,100 square feet of office space for web
developers  in Vancouver,  British  Columbia,  Canada.  The initial term of this
sublease expires in November 2003.

     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.

                                       10
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.

     Not applicable.

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

     Not applicable.

                                     PART II

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

     Our  common  stock is quoted on the OTCBB  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, 2001:
  First Quarter..........................................    $  0.63    $  0.11
  Second Quarter.........................................       0.25       0.13
  Third Quarter..........................................       0.34       0.11
  Fourth Quarter.........................................       0.34       0.16

YEAR ENDED DECEMBER 31, 2002:
  First Quarter..........................................    $  0.50    $  0.19
  Second Quarter.........................................       0.25       0.14
  Third Quarter..........................................       0.16       0.07
  Fourth Quarter.........................................       0.14       0.04

YEAR ENDED DECEMBER 31, 2003:
  First Quarter (as of March 10, 2003)...................    $  0.09    $  0.05

     As of March 10, 2003, there were approximately 387 holders of record of our
common stock.  As of March 10, 2003,  the closing price for our common stock was
$0.07.

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

     From October to December  2002,  we issued a total of  2,500,000  shares of
restricted common stock at a price of $0.04 per share, or an aggregate  offering
price of $100,000 as part of a private equity financing.  Two accredited and one
non-accredited  investor participated in the offering. We paid $7,500 and issued
1,250,000  in  restricted  common  stock as  commissions  associated  with  this
offering.  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.

     In  October  2002,  we  issued  1,150,000  shares  registered  under an S-8
registration  statement at a price of $0.09 per share, or an aggregate  offering
price of $103,500 to a consultant as consideration  for services rendered to our
company.

                                       11
<PAGE>
     In November 2002, we issued a total of 800,000 shares of restricted  common
stock at a price of $0.05 per share,  or an aggregate  offering price of $40,000
as  part  of a  private  equity  financing.  Thirteen  non-accredited  investors
participated in the offering. No commissions were associated with this offering.
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.

     In  November  2002,  we issued a total of  2,000,000  shares of  restricted
common stock at a price of $0.05 per share,  or an aggregate  offering  price of
$100,000 as part of a private equity  financing.  Ten  non-accredited  investors
participated in the offering. No commissions were associated with this offering.
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.

     In November and December of 2002, we issued a total of 1,600,000  shares of
restricted common stock at a price of $0.05 per share, or an aggregate  offering
price of  $80,000  as part of a private  equity  financing.  Two  non-accredited
investors participated in the offering. No commissions were associated with this
offering.  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.

     In December 2002, we issued a total of 580,000 shares of restricted  common
stock at a price of $0.05 per share,  or an aggregate  offering price of $29,000
as part of a private equity  financing.  Two accredited and four  non-accredited
investors  participated  in the  offering.  We paid $2,250 and issued  45,000 in
restricted common stock as commissions  associated with this offering. 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.

     In December 2002, we issued 450,000 shares of restricted  common stock at a
price of $0.04  per  share,  or an  aggregate  offering  price of  $18,000  to a
consultant as  consideration  for sales and marketing  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.

     In December 2002, we issued 912,500 shares of restricted  common stock at a
price of $0.08 per  share,  or an  aggregate  offering  price of  $73,000  to an
officer of our company,  as partial  repayment of funds advanced 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.

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. 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  revenue, 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.

                                       12
<PAGE>
RESULTS OF OPERATIONS

REVENUE

     Revenue   consists  of  advertising   fees   generated   from   sponsorship
advertisements  and licensing  fees  generated  from our software  applications.
Revenue for the year ended December 31, 2002 was $43,871 compared to $11,027 for
the year ended  December  31,  2001.  The  increase  is due to the launch of our
subscription based streaming products in 2002.

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, 2002,  were $157,510  compared with $185,675 for the
year ended December 31, 2001. The decrease is due to our  discontinuing  certain
web  content  contracts  and  re-negotiating  lower rates for  existing  website
content.

PROFESSIONAL FEES

     Professional   fees  consist   primarily  of  legal  and  accounting  fees.
Professional fees for the year ended December 31, 2002 were ($369) compared with
$93,173 for the year ending December 31, 2001. The decrease is due to a decrease
in legal and  trademarking  activity in  addition  to higher  than normal  legal
expenses in the previous year due to our settlement of a pending legal case. The
recovery  of  professional  fees  relates to the  cancellation  of shares of our
common  stock  previously  issued for  professional  services.  The shares  were
cancelled  due to  non-performance  and resulted in a reversal of  approximately
$10,000 in professional fees.

RESEARCH AND DEVELOPMENT

     Research and development  expenses  consist  primarily of costs  associated
with the design, programming, and testing of our software applications. Research
and  development  expenses for the year ended  December 31, 2002,  were $167,178
compared with $292,216 for the year ended December 31, 2001. The decrease is due
to the completion of many of the applications previously under development.

BUSINESS DEVELOPMENT

     Business  development  consists primarily of sales and marketing,  investor
relations,  travel, and printing expenses. Business development expenses for the
year ended December 31, 2002 were  ($161,512)  compared to $784,705 for the year
ended December 31, 2001. The recovery of business  development  expenses relates
to the cancellation of shares of our common stock previously issued for business
development   expenses  issues  in  2001.  The  shares  were  cancelled  due  to
non-performance and resulted in a reversal of approximately $351,750 in business
development expenses .

OFFICE

     Office expenses consist  primarily of salaries,  rent,  computer  equipment
leases, computer maintenance and storage expenses.  Office expenses for the year
ended December 31, 2002,  were $321,316  compared to $748,864 for the year ended
December  31, 2001.  The  decrease is due to lower salary and premises  expenses
during the year and shares issued for consulting services issued in 2001.

FINANCING EXPENSE

     During the year ended December 31, 2002, we incurred  $388,250 in financing
fees associated with loans and private equity  financing  transacted  during the
year compared to $329,265 for the year ended  December 31, 2001. Of the $388,250
in  financing  fees  incurred  in 2002,  $339,500  related  to the  issuance  of
1,330,000 shares of our common stock as a financing fee.

                                       13
<PAGE>
INTEREST AND OTHER INCOME

     Interest  and other  income  consist of  interest  earned on cash and money
market  investments  and gains and losses  realized  from the sale of marketable
securities.  Interest and other income for the year ended  December 31, 2002 was
$126  compared to a loss of $2,633 for the year ended  December  31,  2001.  The
increase is due to a loss on marketable securities incurred in 2001.

LOSS FOR THE PERIOD

     As a result  of the  foregoing,  we  incurred  a loss  for the  year  ended
December 31, 2002, of $828,376 or approximately $(0.02) per share, compared to a
loss of  $2,425,504  or  approximately  $(0.10)  per  share,  for the year ended
December 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     Our cash totaled  $190,200 at December  31,  2002,  compared to $201,020 at
December  31,  2001,  a decrease  of $10,820.  Net cash of $686,534  was used in
operations  for the year ended December 31, 2002,  primarily  resulting from our
net loss for the  year and the  decrease  in  accounts  payable,  offset  by the
increase  in due to  related  parties  and the  issuance  of  capital  stock for
services.  Net cash used in investing activities for the year ended December 31,
2002,  was  $12,534,  resulting  from the  purchase  of fixed  assets.  Net cash
provided by financing  activities  for the year ended  December  31,  2002,  was
$688,248,  resulting  from the  issuance  of new  capital  stock,  offset by the
decrease in note payable.

     Subsequent to December 31, 2002,  we issued a total of 1,600,000  shares of
restricted  common stock for total proceeds of $80,000.  We believe that cash on
hand will be sufficient to fund our current operations through April 2002. After
that date,  we will require  additional  financings,  which may come from future
equity or debt  offerings  that could  result in dilution  to our  stockholders.
Adequate  working  capital  may not be  available  and the lack of such  working
capital could adversely affect our ability to continue business operations.

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 AND EXECUTIVE OFFICERS OF THE REGISTRANT.

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

         NAME             AGE                     POSITION
         ----             ---                     --------
Robert J. Thompson......   60  Chairman Of the Board
David M. Shworan........   35  President, Chief Executive Officer, and Director
R. Keith Guelpa.........   56  Chief Operating Officer and Director
Keith J. Randall........   36  Treasurer, Chief Financial Officer, and Secretary

     Our listed  officers and directors will serve until the next annual meeting
of  stockholders  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

                                       14
<PAGE>
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.

     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 providing employee
behavior assessment reports 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. 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 & Whinney. He has served as
a director on many boards and until recently  served as Chairman of C.M.  Oliver
Inc., a Canadian-based investment dealer.

     DAVID M. SHWORAN has served as our President,  Chief Executive Officer, and
a director since November 2002. Mr. Shworan is a veteran of online marketing and
Internet business. Mr. Shworan is the co-founder of Bravenet Web Services, Inc.,
a webmaster  tools and services site for web  developers,  and has served as the
Chief  Executive  Officer of Bravenet since  September  1997. Mr. Shworan is the
founder of several  Internet  companies,  and has been a consultant  to Internet
companies for the past three years.

     R. KEITH GUELPA has served as our Chief  Operating  Officer since  November
2002 and as a director  since July 1999.  Mr. Guelpa served as our President and
Chief  Executive  Officer,  from July 1999 until November 2002.  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.

     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,  2002,  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.

                                       15
<PAGE>
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, 2000, 2001, and 2002 earned
by our Chief  Executive  Officer  and one other  officer who served as our Chief
Executive Officer during fiscal 2002. None of our other executive  officers cash
salary and bonus exceeded $100,000 during fiscal 2002.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                LONG TERM
                                                              COMPENSATION
                                                              ------------
                                                                 AWARDS
                                                              ------------
                                                               SECURITIES
                                                               UNDERLYING         ALL OTHER
NAME AND PRINCIPAL POSITION            YEAR    SALARY($)(1)    OPTIONS(#)      COMPENSATION ($)
---------------------------            ----    ------------   ------------     ----------------
<S>                                    <C>     <C>            <C>              <C>
David M. Shworan....................   2002    $     -- (3)   20,000,000(3)       $      --
  Chief Executive Officer (2)
R. Keith Guelpa.....................   2002    $  36,458(5)      871,875(5)       $  30,000(6)
  Chief Operating Officer,             2001    $ 125,000              --          $  50,000(6)
  President, and Director (4)          2000    $ 175,000         350,000          $      --
</TABLE>

----------
(1)  The executive officers listed also received certain perquisites,  the value
     of which did not exceed 10% of his salary during any year presented.

(2)  Mr. Shworan was named our Chief Executive  Officer  effective  November 13,
     2002.

(3)  Pursuant to his employment agreement,  we will not pay or accrue salary for
     Mr.  Shworan until  determined by us and him at a later date. In connection
     with his employment, we granted to Mr. Shworan as a signing bonus five-year
     warrants to purchase 4,000,000 shares of common stock, which were vested as
     of the date of grant,  and  warrants to purchase an  additional  16,000,000
     shares of common  stock,  which  vest  pursuant  to our  company  achieving
     various monthly net revenue targets and common stock price targets.

(4)  Mr. Guelpa served as our Chief Executive Officer from July 1999 to November
     2002. Effective November 13, 2002, Mr. Guelpa was named our Chief Operating
     Officer.

(5)  During 2001, $73,983 of Mr. Guelpa's salary was accrued but remained unpaid
     at December 31, 2001. During 2002, Mr. Guelpa forgave $23,983 of the salary
     payable.  The  remaining  $50,000 was paid to Mr. Guelpa and loaned back to
     us.  During  2002,  Mr.  Guelpa also agreed to receive a reduced  salary of
     $36,458 in exchange for receiving  warrants to purchase  871,875  shares of
     common  stock  at an  average  exercise  price  of  $0.09.  See  "Executive
     Compensation - Option Grants."

(6)  In May 2000, we loaned Mr. Guelpa $80,000 to provide relocation assistance.
     During 2001, our Board of Directors approved forgiving $50,000 of the loan.
     During  2002,  our Board of  Directors  approved  forgiving  the  remaining
     $30,000 of loan and the accrued interest.

                                       16
<PAGE>
OPTION GRANTS

The  following  table  provides  information  on stock  options  granted  to the
officers listed during the fiscal year ended December 31, 2002.


                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                    INDIVIDUAL GRANTS
                                  NUMBER OF
                                  SECURITIES      % OF TOTAL
                                  UNDERLYING        OPTIONS      EXERCISE
                                    OPTIONS       GRANTED IN       PRICE      EXPIRATION
NAME                              GRANTED (#)     FISCAL YEAR    ($/SH)(1)       DATE
----                              -----------     -----------    ---------       ----
<S>                              <C>              <C>            <C>          <C>
David M. Shworan.......           4,000,000(2)       18.6%         $0.05       11/13/07
                                 16,000,000(3)       74.6%         $0.05       11/13/07

R. Keith Guelpa........             367,875(4)        1.7%         $0.05       10/31/07
                                    324,625(4)        1.5%         $0.09       09/04/07
                                    179,375(4)        1.0%         $0.15       05/24/07
</TABLE>

----------
(1)  The exercise  prices of all options and warrants  granted were equal to the
     fair market value of our common stock on the date of grant.
(2)  The warrants were vested immediately upon grant.
(3)  The warrants vest  pursuant to our company  achieving  various  monthly net
     revenue targets and common stock price targets. See "Executive Compensation
     -- Employment Agreements."
(4)  In exchange for Mr. Guelpa's  agreement to reduce his salary, we granted to
     him warrants to purchase shares of common stock. See "Certain Relationships
     and Related Transactions."

OPTION VALUES

The following  table  provides  information  respecting  the options held by the
officers  listed as of December 31, 2002.  The officers  listed did not exercise
options during fiscal 2002.

                 OPTIONS HELD AND VALUES AS OF DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                       NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                                      UNDERLYING UNEXERCISED            IN-THE MONEY OPTIONS
                                   OPTIONS AT FISCAL YEAR-END(#)      AT FISCAL YEAR-END($)(1)
                                   -----------------------------    -----------------------------
NAME                               EXERCISABLE     UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE
----                               -----------     -------------    -----------     -------------
<S>                                <C>             <C>              <C>             <C>
David M. Shworan........            4,000,000        16,000,000      $  40,000         $ 160,000

R. Keith Guelpa.........            1,221,875                --      $   3,679         $      --
</TABLE>

----------
(1)  Calculated  based upon the closing price of our common stock as reported on
     the OTC  Bulletin  Board on  December  31,  2002 of $0.06  per  share.  The
     exercise prices of certain of the options held by our executive officers on
     December 31, 2002 were greater than $0.06 per share.

                                       17
<PAGE>
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.  In September  1999,  this number was increased to 2,500,000 and
further  increased to 6,000,000  during 2001. As of March 18, 2002, no shares of
our common  stock had been issued upon  exercise  of options  granted  under the
plan,  and there were  outstanding  options to acquire  5,165,000  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 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.

2003 EQUITY INCENTIVE COMPENSATION PLAN

Our Board of Directors has approved our 2003 Equity Incentive Compensation Plan,
approval by our  stockholders  at the annual meeting held on February 14, 2003 .
The  purpose of the 2003  equity  plan is to assist our  company in  attracting,
motivating,   retaining,   and  rewarding  high-quality   executives  and  other
employees,  directors,  officers,  and independent  contractors by enabling such
persons to acquire or increase a proprietary interest in our company in order to
strengthen the mutuality of interests between such persons and our stockholders,
and providing such persons with annual and long-term  performance  incentives to
expend their maximum efforts in the creation of stockholder value.

Presently,  the number of shares of common  stock  that may be issued  under the
2003 Equity Incentive  Compensation Plan is equal to 10,000,000.  As of December
31,  2002,  no shares of common  stock had been issued upon  exercise of options
granted  under the 2003  Equity  Incentive  Compensation  Plan and there were no
options outstanding under the 2003 Equity Incentive Compensation Plan.

                                       18
<PAGE>
The  terms of the  equity  plan  provide  for  grants  of stock  options,  stock
appreciation   rights,  or  SARs,   restricted  stock,   deferred  stock,  other
stock-related  awards,  and performance or annual  incentive  awards that may be
settled in cash, stock, or other property. The effective date of the equity plan
is November 22, 2002.

Under the equity  plan,  the total  number of shares of common stock that may be
subject to the  granting of awards  under the equity plan at any time during the
term of the equity plan shall not exceed  10,000,000  shares. As of December 31,
2002,  we had not granted any  options to  purchase  shares of our common  stock
under the equity plan. None of these options have been exercised.

In addition,  the equity plan imposes  individual  limitations  on the amount of
certain  awards in part to comply with  Internal  Revenue Code  Section  162(m).
Under these  limitations,  during any fiscal  year the number of options,  SARs,
restricted shares of common stock,  deferred shares of common stock, shares as a
bonus or in lieu of other  company  obligations,  and other  stock-based  awards
granted to any one  participant  may not exceed  1,000,000 for each type of such
award, subject to adjustment in certain  circumstances.  The maximum amount that
may be paid out as an annual  incentive  award or other cash award in any fiscal
year to any one  participant is  $2,000,000,  and the maximum amount that may be
earned as a  performance  award or other cash award in respect of a  performance
period by any one participant is $5,000,000.

We have  authorized a committee to adjust the  limitations  described in the two
preceding paragraphs and to adjust outstanding awards (including  adjustments to
exercise prices of options and other affected terms of awards) in the event that
a dividend or other  distribution  (whether in cash,  shares of common stock, or
other  property),  recapitalization,  forward or reverse split,  reorganization,
merger,  consolidation,  spin-off,  combination,  repurchase, share exchange, or
other similar corporate transaction or event affects the common stock so that an
adjustment is  appropriate  to prevent  dilution or enlargement of the rights of
participants.  The committee is also authorized to adjust performance conditions
and other terms of awards in response to these kinds of events or in response to
changes in applicable laws, regulations, or accounting principles.

ELIGIBILITY AND ADMINISTRATION

The persons  eligible to receive  awards under the equity plan are the officers,
directors,  employees,  and independent  contractors of our company.  The equity
plan is to be administered  by a committee  designated by our Board of Directors
consisting  of not less  than two  directors,  each  member  of which  must be a
"non-employee  director" as defined  under Rule 16b-3 under the Exchange Act and
an  "outside  director"  for  purposes of Section  162(m) of the Code.  However,
except as otherwise  required to comply with Rule 16b-3 of the Exchange  Act, or
Section  162(m) of the Code,  our Board of  Directors  may exercise any power or
authority granted to the committee. Subject to the terms of the equity plan, the
committee or our Board of Directors is authorized to select eligible  persons to
receive  awards,  determine  the type and number of awards to be granted and the
number of shares of common stock to which awards will relate,  specify  times at
which awards will be exercisable or settleable (including performance conditions
that may be required as a condition thereof),  set other terms and conditions of
awards,  prescribe  forms of award  agreements,  interpret and specify rules and
regulations  relating to the equity plan, and make all other determinations that
may be necessary or advisable for the administration of the equity plan.

STOCK OPTIONS AND SARS

The committee or our Board of Directors is  authorized  to grant stock  options,
including both incentive stock options, or ISOs, which can result in potentially
favorable tax treatment to the participant,  and nonqualified stock options, and
SARs  entitling the  participant  to receive the amount by which the fair market
value of a share of common stock on the date of exercise (or defined  "change in
control  price"  following a change in  control)  exceeds the grant price of the
SAR. The exercise price per share subject to an option and the grant price of an
SAR are determined by the committee,  but in the case of an ISO must not be less
than the fair market value of a share of common stock on the date of grant.  For
purposes of the equity plan,  the term "fair market value" means the fair market
value of common stock,  awards, or other property as determined by the committee
or our Board of Directors or under  procedures  established  by the committee or
our Board of  Directors.  Unless  otherwise  determined  by the committee or our
Board of  Directors,  the fair market value of common stock as of any given date
shall be the closing  sales  price per share of common  stock as reported on the
principal  stock  exchange or market on which common stock is traded on the date
as of which such value is being determined or, if there is no sale on that date,
then on the last previous day on which a sale was reported.  The maximum term of
each option or SAR,  the times at which each option or SAR will be  exercisable,

                                       19
<PAGE>
and  provisions  requiring  forfeiture  of  unexercised  options  or  SARs at or
following  termination of employment generally are fixed by the committee or our
Board of Directors,  except that no option or SAR may have a term  exceeding ten
years. Options may be exercised by payment of the exercise price in cash, shares
that  have  been  held for at least six  months,  outstanding  awards,  or other
property  having  a fair  market  value  equal  to the  exercise  price,  as the
committee or our Board of Directors may determine from time to time.  Methods of
exercise  and  settlement  and  other  terms of the SARs are  determined  by the
committee  or our Board of  Directors.  SARs  granted  under the equity plan may
include  "limited  SARs"  exercisable  for a stated  period of time  following a
change in control of our company, as discussed below.

RESTRICTED AND DEFERRED STOCK

The committee or our Board of Directors is authorized to grant  restricted stock
and deferred stock.  Restricted  stock is a grant of shares of common stock that
may not be sold or  disposed  of,  and that  may be  forfeited  in the  event of
certain  terminations  of  employment,  prior to the end of a restricted  period
specified by the  committee or our Board of  Directors.  A  participant  granted
restricted  stock  generally  has  all of the  rights  of a  stockholder  of our
company,  unless otherwise determined by the committee or the Board. An award of
deferred stock confers upon a participant  the right to receive shares of common
stock at the end of a specified deferral period,  subject to possible forfeiture
of the award in the event of certain terminations of employment prior to the end
of a specified  restricted  period.  Prior to  settlement,  an award of deferred
stock carries no voting or dividend rights or other rights associated with share
ownership, although dividend equivalents may be granted, as discussed below.

DIVIDEND EQUIVALENTS

The  committee  or our  Board of  Directors  is  authorized  to  grant  dividend
equivalents  conferring on participants the right to receive,  currently or on a
deferred  basis,  cash,  shares of common stock,  other awards or other property
equal in value to dividends paid on a specific  number of shares of common stock
or other  periodic  payments.  Dividend  equivalents  may be granted alone or in
connection with another award, may be paid currently or on a deferred basis and,
if  deferred,  may be deemed to have been  reinvested  in  additional  shares of
common stock, awards, or otherwise as specified by the committee or our Board of
Directors.

BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS

The  committee or our Board of Directors is authorized to grant shares of common
stock as a bonus free of  restrictions,  or to grant  shares of common  stock or
other awards in lieu of company obligations to pay cash under the equity plan or
other plans or compensatory arrangements, subject to such terms as the committee
or our Board of Directors may specify.

OTHER STOCK-BASED AWARDS

The  committee or our Board of Directors is  authorized to grant awards that are
denominated  or payable in,  valued by reference  to, or  otherwise  based on or
related to shares of common  stock.  Such awards might  include  convertible  or
exchangeable  debt  securities,  other rights  convertible or exchangeable  into
shares of common stock,  purchase rights for shares of common stock, awards with
value and  payment  contingent  upon  performance  of our  company  or any other
factors designated by the committee or our Board of Directors, and awards valued
by  reference  to the book  value of  shares  of  common  stock or the  value of
securities of or the  performance of specified  subsidiaries  or business units.
The committee or our Board of Directors  determines  the terms and conditions of
such awards.

PERFORMANCE AWARDS, INCLUDING ANNUAL INCENTIVE AWARDS

The right of a  participant  to exercise or receive a grant or  settlement of an
award,  and the timing thereof,  may be subject to such  performance  conditions
(including  subjective individual goals) as may be specified by the committee or
our Board of Directors.  In addition, the equity plan authorizes specific annual
incentive awards, which represent a conditional right to receive cash, shares of
common  stock,  or other  awards  upon  achievement  of  certain  preestablished
performance  goals and  subjective  individual  goals during a specified  fiscal
year. Performance awards and annual incentive awards granted to persons whom the
committee  expects will, for the year in which a deduction  arises,  be "covered
employees"  (as  defined  below)  will,  if and to the  extent  intended  by the
committee,  be  subject  to  provisions  that  should  qualify  such  awards  as
"performance-based   compensation"   not  subject  to  the   limitation  on  tax
deductibility  by us under Code Section 162(m).  For purposes of Section 162(m),

                                       20
<PAGE>
the term "covered  employee"  means our chief  executive  officer and each other
person  whose  compensation  is required to be disclosed in our filings with the
SEC by reason of that person being among our four highest  compensated  officers
as of the end of a taxable  year.  If and to the extent  required  under Section
162(m) of the Code,  any power or authority  relating to a performance  award or
annual  incentive  award intended to qualify under Section 162(m) of the Code is
to be exercised by the committee and not our Board of Directors.

Subject to the  requirements  of the equity plan,  the committee or our Board of
Directors will determine  performance  award and annual  incentive  award terms,
including the required levels of performance with respect to specified  business
criteria,  the corresponding  amounts payable upon achievement of such levels of
performance,  termination, and forfeiture provisions and the form of settlement.
In granting annual incentive or performance  awards,  the committee or our Board
of Directors may establish  unfunded award "pools," the amounts of which will be
based upon the  achievement of a performance  goal or goals based on one or more
of certain  business  criteria  described  in the equity  plan  (including,  for
example, total stockholder return, net income, pretax earnings, EBITDA, earnings
per share, and return on investment).  During the first 90 days of a fiscal year
or  performance  period,  the committee or our Board of Directors will determine
who will  potentially  receive annual  incentive or performance  awards for that
fiscal year or performance period, either out of the pool or otherwise.

After the end of each fiscal year or  performance  period,  the committee or our
Board of Directors will determine

     *    the amount of any pools and the  maximum  amount of  potential  annual
          incentive or  performance  awards  payable to each  participant in the
          pools; and

     *    the amount of any other  potential  annual  incentive  or  performance
          awards payable to participants in the equity plan.

The committee or our Board of Directors may, in its  discretion,  determine that
the amount payable as an annual  incentive or performance  award will be reduced
from the amount of any potential award.

OTHER TERMS OF AWARDS

Awards may be settled in the form of cash, shares of common stock,  other awards
or other property, in the discretion of the committee or our Board of Directors.
The  committee or our Board of Directors may require or permit  participants  to
defer the  settlement of all or part of an award in  accordance  with such terms
and conditions as the committee or the Board may establish, including payment or
crediting  of interest  or dividend  equivalents  on deferred  amounts,  and the
crediting of earnings,  gains and losses based on deemed  investment of deferred
amounts  in  specified  investment  vehicles.  The  committee  or our  Board  of
Directors is authorized to place cash, shares of common stock, or other property
in trusts or make other  arrangements  to provide for payment of our obligations
under the equity plan. The committee or our Board of Directors may condition any
payment  relating to an award on the withholding of taxes and may provide that a
portion of any shares of common stock or other property to be  distributed  will
be withheld (or previously  acquired shares of common stock or other property be
surrendered  by  the   participant)   to  satisfy   withholding  and  other  tax
obligations.  Awards  granted under the equity plan generally may not be pledged
or otherwise  encumbered and are not transferable  except by will or by the laws
of  descent  and  distribution,   or  to  a  designated   beneficiary  upon  the
participant's death, except that the committee or our Board of Directors may, in
its discretion,  permit  transfers for estate planning or other purposes subject
to any applicable restrictions under Rule 16b-3 promulgated under the Securities
Exchange Act.

Awards under the equity plan are generally  granted  without a requirement  that
the participant pay  consideration in the form of cash or property for the grant
(as distinguished from the exercise),  except to the extent required by law. The
committee or our Board of Directors may,  however,  grant awards in exchange for
other awards under the equity plan,  awards under other company plans,  or other
rights to payment  from us, and may grant  awards in  addition  to and in tandem
with such other awards, rights, or other awards.

ACCELERATION OF VESTING; CHANGE IN CONTROL

The committee or our Board of Directors may in the case of a "change of control"
of our company, as defined in the equity plan, in its discretion, accelerate the
exercisability,  the lapsing of  restrictions,  or the expiration of deferral or
vesting periods of any award (including the cash settlement of SARs and "limited
SARs"  which  may be  exercisable  in the  event of a  change  in  control).  In

                                       21
<PAGE>
addition,  the  committee  or our Board of  Directors  may  provide  in an award
agreement that the  performance  goals relating to any  performance  based award
will be deemed to have been met upon the  occurrence of any "change in control."
Upon  the  occurrence  of a change  in  control,  if so  provided  in the  award
agreement,  stock options and limited SARs (and other SARs which so provide) may
be cashed out based on a defined  "change in control  price,"  which will be the
higher of

     *    the cash and fair market value of property  that is the highest  price
          per   share   paid   (including   extraordinary   dividends)   in  any
          reorganization,  merger, consolidation,  liquidation,  dissolution, or
          sale of substantially all assets of our company; or

     *    the highest  fair market  value per share  (generally  based on market
          prices)  at any time  during  the 60 days  before  and 60 days after a
          change in control.

For purposes of the equity plan, the term "change in control" generally means

     *    approval  by   stockholders   of  any   reorganization,   merger,   or
          consolidation  or other  transaction  or  series  of  transactions  if
          persons   who   were   shareholders    immediately   prior   to   such
          reorganization,  merger, or consolidation or other transaction do not,
          immediately thereafter, own more than 50% of the combined voting power
          of  the   reorganized,   merged,   or   consolidated   company's  then
          outstanding, voting securities, or a liquidation or dissolution of our
          company or the sale of all or  substantially  all of the assets of our
          company (unless the  reorganization,  merger,  consolidation  or other
          corporate   transaction,   liquidation,   dissolution   or   sale   is
          subsequently abandoned),

     *    a change in the  composition  of our Board of Directors  such that the
          persons  constituting  the Board of Directors on the date the award is
          granted, or the Incumbent Board, and subsequent  directors approved by
          the Incumbent Board (or approved by such subsequent directors),  cease
          to constitute at least a majority of our Board of Directors, or

     *    the acquisition by any person,  entity or "group",  within the meaning
          of Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange  Act, of
          more  than 50% of either  the then  outstanding  shares of our  common
          stock or the combined  voting power of our company's then  outstanding
          voting  securities  entitled  to vote  generally  in the  election  of
          directors  excluding,  for this purpose,  any  acquisitions by (1) our
          company,  (2) any person,  entity,  or "group"  that as of the date on
          which the award is  granted  owns  beneficial  ownership  (within  the
          meaning of Rule 13d-3 promulgated  under the Securities  Exchange Act)
          of a  controlling  interest,  or (3) any employee  benefit plan of our
          company.

AMENDMENT AND TERMINATION

Our Board of Directors may amend, alter, suspend,  discontinue, or terminate the
equity  plan or the  committee's  authority  to  grant  awards  without  further
stockholder  approval,  except  stockholder  approval  must be obtained  for any
amendment or  alteration  if such  approval is required by law or  regulation or
under the rules of any stock  exchange or  quotation  system on which  shares of
common  stock are then  listed or quoted.  Thus,  stockholder  approval  may not
necessarily  be  required  for every  amendment  to the equity  plan which might
increase  the cost of the  equity  plan or alter the  eligibility  of persons to
receive  awards.  Stockholder  approval will not be deemed to be required  under
laws or regulations,  such as those relating to ISOs,  that condition  favorable
treatment of participants on such approval, although our Board of Directors may,
in its discretion,  seek  stockholder  approval in any  circumstance in which it
deems  such  approval  advisable.  Unless  earlier  terminated  by our  Board of
Directors,  the equity plan will  terminate  at such time as no shares of common
stock remain available for issuance under the equity plan and we have no further
rights or obligations with respect to outstanding awards under the equity plan.

FEDERAL INCOME TAX CONSEQUENCES OF AWARDS OF OPTIONS

The  following is a brief  description  of the federal  income tax  consequences
generally arising with respect to awards of options under the equity plan.

The grant of an option will create no tax  consequences  for the  participant or
our company.  A participant  will not have taxable income upon exercising an ISO
(except that the alternative  minimum tax may apply).  Upon exercising an option
other than an ISO, the  participant  must generally  recognize  ordinary  income
equal to the difference  between the exercise price and the fair market value of

                                       22
<PAGE>
the freely transferable and  non-forfeitable  shares of common stock acquired on
the date of exercise.

Upon a  disposition  of shares of common stock  acquired upon exercise of an ISO
before the end of the  applicable  ISO holding  periods,  the  participant  must
generally  recognize  ordinary income equal to the lesser of (i) the fair market
value of the shares of common stock at the date of exercise of the ISO minus the
exercise  price,  or (ii) the amount  realized upon the  disposition  of the ISO
shares of common  stock minus the exercise  price.  Otherwise,  a  participant's
disposition  of shares of common stock  acquired  upon the exercise of an option
(including  an ISO for which the ISO  holding  periods are met)  generally  will
result  in  short-term  or  long-term  capital  gain  or  loss  measured  by the
difference between the sale price and the participant's tax basis in such shares
of common  stock  (the tax basis  generally  being the  exercise  price plus any
amount previously  recognized as ordinary income in connection with the exercise
of the option).

We generally will be entitled to a tax deduction equal to the amount  recognized
as ordinary income by the participant in connection with an option. We generally
are not entitled to a tax deduction relating to amounts that represent a capital
gain to a participant. Accordingly, we will not be entitled to any tax deduction
with respect to an ISO if the  participant  holds the shares of common stock for
the ISO holding periods prior to disposition of the shares.

The Omnibus Budget  Reconciliation Act of 1993 added Section 162(m) to the Code,
which generally  disallows a public  company's tax deduction for compensation to
covered  employees in excess of $1 million in any tax year beginning on or after
January 1, 1994. Compensation that qualifies as "performance-based compensation"
is excluded from the $1 million  deductibility  cap, and therefore remains fully
deductible  by the  company  that pays it. As  discussed  above,  we intend that
options and certain other awards granted to employees whom the committee expects
to be covered  employees at the time a deduction  arises in connection with such
awards,  qualify as such  "performance-based  compensation," so that such awards
will not be subject  to the  Section  162(m)  deductibility  cap of $1  million.
Future  changes in Section  162(m) or the  regulations  thereunder may adversely
affect our ability to ensure that  options or other awards under the equity plan
will qualify as "performance-based compensation" that is fully deductible by our
company under Section 162(m).

The foregoing discussion, which is general in nature and is not intended to be a
complete  description of the federal income tax consequences of the equity plan,
is intended for the information of  stockholders  considering how to vote at the
meeting  and not as tax  guidance  to  participants  in the  equity  plan.  This
discussion  does not address the effects of other federal taxes or taxes imposed
under state, local, or foreign tax laws.  Participants in the equity plan should
consult a tax advisor as to the tax consequences of participation.

                                       23
<PAGE>
EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information with respect to our common stock that
may be issued upon the exercise of outstanding options,  warrants, and rights to
purchase shares of our common stock as of December 31, 2002.

<TABLE>
<CAPTION>
                                                                                                     (c)
                                             (a)                                             Number of Securities
                                     Number of Securities               (b)                Remaining Available for
                                      to be Issued Upon           Weighted Average          Future Issuance Under
                                         Exercise of             Exercise Price of        Equity Compensation Plans
                                     Outstanding Options,       Outstanding Options,        (Excluding Securities
        Plan Category                Warrants, and Rights       Warrants, and Rights       Reflected in Column (a))
        -------------                --------------------       --------------------       ------------------------
<S>                                  <C>                        <C>                        <C>
Equity Compensation
  Plans Approved by
  Stockholders..............               2,500,000                   $0.30                            --

Equity Compensation
  Plans Not Approved
  by Stockholders...........              25,866,875 (2)               $0.06                     10,985,000 (1)
                                         -----------                                            -----------

   Total....................              28,366,875                                             10,985,000
                                         ===========                                            ===========
</TABLE>

----------
(1)  Includes  10,000,000  securities  that may be issued  under the 2003 Equity
     Incentive  Compensation  Plan, and 985,000  options  available to be issued
     under our existing 1999 Stock Option Plan.
(2)  Includes  16,000,000  warrants that vest pursuant to our company  achieving
     various monthly net revenue targets and common stock price targets.

EMPLOYMENT AGREEMENT

On November 13, 2002, we entered into a two-year employment agreement with David
M.  Shworan to serve as our Chief  Executive  Officer.  At that  time,  and as a
condition of his  employment,  Mr.  Shworan  agreed to arrange for an affiliated
company to purchase  800,000  shares of our common stock at a price of $0.05 per
share each six-month period  commencing on November 12, 2002, up to an aggregate
of 4,800,000 shares  ($240,000).  We will not be obligated to pay or accrue cash
compensation to Mr. Shworan until determined by the parties at a future date. In
connection  with his  employment,  we granted to Mr.  Shworan as a signing bonus
five-year  warrants  to  purchase  4,000,000  shares of our  common  stock at an
exercise  price of $0.05 per share.  One-twelfth  of the warrants will vest each
month during the first year of the  agreement.  In  addition,  we granted to Mr.
Shworan warrants to purchase an additional  16,000,000 shares of common stock at
an  exercise  price of $0.05 per  share,  which  vest  pursuant  to our  company
achieving various monthly net revenue targets and common stock price targets, as
follows:

     Monthly Net Revenue Targets (1)                    Warrants Vested
     -------------------------------                    ---------------
               $ 40,000                                    3,000,000
               $ 60,000                                    1,000,000
               $250,000                                    1,000,000
               $750,000                                    1,000,000

         Share Price Targets (2)                        Warrants Vested
         -----------------------                        ---------------
                $0.50                                      1,000,000
                $0.75                                      1,000,000
                $1.00                                      3,000,000
                $1.50                                      2,000,000
                $2.00                                      3,000,000

----------
(1)  The  respective  warrants will vest at such time as our company  records an
     average of the  indicated  target level during a  three-month  period.  The
     warrants  will not vest until a  three-month  average of a target  level is
     achieved.

                                       24
<PAGE>
(2)  The  respective  warrants will vest at such time as the market value of our
     common  stock as quoted on the OTC  Bulletin  Board  achieves  a  one-month
     average of the  indicated  target  level.  We have a  five-year  employment
     agreement with Mr. Guelpa, our Chief Operating Officer, terminating in July
     2004.  The  employment  agreement  was  amended on  November  13,  2002 and
     provides for a base salary of $60,000 per year. The agreement  provides for
     incentive  based  compensation  based upon our  company  achieving  various
     profitability  levels.  In the event we record net income of $10.0 million,
     we will grant to Mr.  Guelpa  options  to  purchase  500,000  shares of our
     common stock.  If we terminate Mr.  Guelpa's  employment  without cause, we
     have agreed to pay Mr.  Guelpa a lump sum payment of two years'  salary and
     all perquisites.  If we terminate Mr. Guelpa following a merger,  takeover,
     or any other event that changes more than 25% ownership of our company,  we
     have agreed to pay Mr. Guelpa a lump sum payment of three years' salary and
     all  perquisites.  Such lump sum payment  will equal one years'  salary and
     perquisities  in the event Mr. Guelpa  terminates his employment  following
     such transaction.
     We offer our employees, including officers, medical benefits. Our executive
     officers  and other key  personnel  are  eligible to receive  discretionary
     bonuses,  and are eligible to receive  stock options under our stock option
     plans.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following table sets forth certain  information  regarding the shares of our
outstanding  common stock beneficially owned as of March 10, 2003 by (i) each of
our directors and executive officers,  (ii) all directors and executive officers
as a group,  and (iii) each other person who is known by us to beneficially  own
or to exercise  voting or  dispositive  control  over more than 5% of our common
stock.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNER(1)                                   NUMBER OF SHARES (2)     PERCENT
-------------------                                   --------------------     -------
<S>                                                   <C>                      <C>
DIRECTORS AND EXECUTIVE OFFICERS

David M. Shworan..................................       5,349,300(3)            9.7%
R. Keith Guelpa...................................      11,278,303(4)           18.7%
Keith J. Randall..................................         991,792(5)            1.9%
Robert J. Thompson................................       1,100,000(6)            2.1%
All executive officers and directors as a group
  (four persons)..................................      18,719,395              28.8%

5% STOCKHOLDERS
Duane Nelson......................................       6,062,317(7)           10.8%
</TABLE>

----------
(1)  Each person  named in the table has sole voting and  investment  power with
     respect to all common stock  beneficially  owned by him or her,  subject to
     applicable community property law, except as otherwise indicated. Except as
     otherwise  indicated,  each  person may be  reached  through us at 14500 N.
     Northsight Blvd. Suite 329, Scottsdale, Arizona 85260.

(2)  The percentages shown are calculated based upon 52,286,704 shares of common
     stock  outstanding  on March 10, 2003.  The numbers and  percentages  shown
     include the shares of common stock  actually owned as of March 10, 2003 and
     the  shares of common  stock  that the  identified  person or group had the
     right to acquire within 60 days of such date. 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 10,  2003 upon the
     exercise  of  options  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.

                                       25
<PAGE>
(3)  Represents  1,011,800  shares  of common  stock  owned by Mr.  Shworan  and
     1,600,000  shares owned by Mr.  Shworan's wife. Also includes 37,500 shares
     of common stock owed by Bravenet Web Services, Inc. of which Mr. Shworan is
     a control  person.  Mr.  Shworan  disclaims  beneficial  ownership of these
     shares  except  to the  extent  of his  pecuniary  interest  therein.  Also
     includes vested options and warrants to acquire  directly  2,200,000 shares
     of common stock and vested  warrants for  Bravenet  Web  Services,  Inc. to
     acquire 500,000 shares of common stock.

(4)  Represents  1,313,600  shares  of  our  common  stock  owned  directly  and
     2,000,000  shares of our common  stock  owned by Mr.  Guelpa's  wife.  Also
     includes  7,964,703  shares of common stock issuable upon exercise of stock
     options and warrants held by Mr. Guelpa. Mr. Guelpa disclaims  ownership of
     any shares of common stock or warrants held by his wife.

(5)  Represents 25,000 shares of common stock and vested options and warrants to
     acquire 966,762 shares of common stock.

(6)  Represents vested options to acquire 1,100,000 shares of common stock.

(7)  Represents  1,392,000  shares of common stock and vested options to acquire
     3,670,317 shares of common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During November 13, 2002, we entered into a two-year  employment  agreement
with Mr.  Shworan  to serve  as our  Chief  Executive  Officer.  See  "Executive
Compensation - Employment  Agreements."  At that time, and as a condition to his
employment,  Mr. Shworan agreed to arrange for an affiliated company to purchase
800,000  shares of our common stock at a price of $0.05 per share each six-month
period  commencing on November 12, 2002, up to an aggregate of 4,800,000 shares.
We will not be obligated to pay or accrue cash compensation to Mr. Shworan until
determined by the parties at a future date. In connection  with his  employment,
we granted to Mr.  Shworan as a signing  bonus  five-year  warrants  to purchase
4,000,000  shares of our common  stock at an exercise  price of $0.05 per share.
One-twelfth  of the  warrants  will vest each month during the first year of the
agreement.  In  addition,  we granted to Mr.  Shworan  warrants  to  purchase an
additional  16,000,000  warrants at an exercise price of $0.05 per share,  which
vest pursuant to our company  achieving  various monthly net revenue targets and
common  stock price  targets,  as  described  under  "Executive  Compensation  -
Employment Agreements."

     In May 2000, we relocated 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.  During 2001,
our Board of Directors approved  forgiving $50,000 of the outstanding  principal
amount of the loan, and during 2002, our Board of Directors  approved  forgiving
the remaining  $30,000 of the outstanding  principal  amount of the loan and the
outstanding  accrued  interest.  During  2001,  Mr.  Guelpa made loans to us and
deferred  salary  that  combined  totaled  $265,000  at December  31,  2001.  To
compensate  Mr.  Guelpa,  we awarded  him a total of  5,395,914  warrants  at an
average price of $0.16. In 2002, Mr. Guelpa loaned us an additional  $53,850, of
which  $26,100  was  repaid  during  2002,  and  agreed to a  reduced  salary of
approximately  $36,500.  In exchange for such reduction in salary, we granted to
Mr.  Guelpa  warrants to purchase  1,098,958  shares of common stock at exercise
prices  ranging from $0.05 to $0.20 per share.  See  "Executive  Compensation  -
Option Grants." Mr. Guelpa also personally incurred costs totaling approximately
$129,000 associated with financing our company. In exchange for agreeing to loan
us this  amount  and in lieu of  interest  paid on  outstanding  loans to us, we
granted to Mr. Guelpa warrants to purchase  5,773,329  shares of common stock at
an exercise prices ranging from $0.09 to $0.20 per share.

                                       26
<PAGE>
ITEM 13. EXHIBITS, LIST,  AND REPORTS ON FORM 8-K.

(a)  EXHIBITS

EXHIBIT
NUMBER    DESCRIPTION OF EXHIBIT
------    ----------------------
  3.1     Second Amended and Restated Articles of Incorporation
  3.2     Amended and Restated Bylaws
  4.1     Form of Pooling Agreement executed by certain of the Company's
          shareholders (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     1999 Stock Option Plan (1)
 10.6     Employment Agreement between the Registrant and David M. Shworan
 10.7     2003 Equity Incentive Compensation Plan
  21      List of Subsidiaries
 23.1     Consent of Allan Hutchison, CPA, Independent Auditors
 99.1     Certification by Chief Executive Officer
 99.2     Certification by Chief Financial Officer

----------
(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.

ITEM 14. CONTROLS AND PROCEDURES

     Based on their evaluation, as of a date within 90 days prior to the date of
the filing of this report, of the  effectiveness of our disclosure  controls and
procedures,  our Chief Executive  Officer and Chief Financial  Officer have each
concluded  that  our  disclosure  controls  and  procedures  are  effective  and
sufficient to ensure that we record, process,  summarize, and report information
required  to  be  disclosed  by us in  our  periodic  reports  filed  under  the
Securities  Exchange Act within the time periods specified by the Securities and
Exchange Commission's rules and forms.

     Subsequent  to the  date of  their  evaluation,  there  have  not  been any
significant  changes in our  internal  controls or in other  factors  that could
significantly affect these controls, including any corrective action with regard
to significant deficiencies and material weaknesses.

                                       27
<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 10, 2003                   QUOTEMEDIA.COM, INC.

                                       By: /s/ David M. Shworan
                                           -------------------------------------
                                           David M. Shworan
                                           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 10, 2003
---------------------------
Robert J. Thompson

/s/ R. Keith Guelpa            Chief Operating Officer,           March 10, 2003
---------------------------    and Director
R. Keith Guelpa


/s/ Keith J. Randall           Vice President, Treasurer,         March 10, 2003
---------------------------    Secretary, and Chief Financial
Keith J. Randall               Officer (Principal Financial and
                               Accounting Officer)

/s/ David M. Shworan           Chief Executive Officer,           March 10, 2003
---------------------------    President and Director
David M. Shworan               (Principal Executive Officer)

                                       28
<PAGE>
                                  CERTIFICATION

     I, Dave Shworan, certify that:

     1. I have reviewed this annual report on Form 10-KSB of Quotemedia, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial condition,  results of operations,  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) Designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c)  Presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent functions):

          a) All significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize,  and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) Any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 10, 2003

                                        /s/ David M. Shworan
                                        ----------------------------------
                                        David M. Shworan
                                        Chief Executive Officer

                                       29
<PAGE>
                                  CERTIFICATION

     I, Keith J. Randall, certify that:

     1. I have reviewed this annual report on Form 10-KSB of Quotemedia, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial condition,  results of operations,  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) Designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c)  Presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent functions):

          a) All significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize,  and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) Any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 10, 2003

                                        /s/ Keith J. Randall
                                        ----------------------------------
                                        Keith J. Randall
                                        Chief Financial Officer

                                       30
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          INDEX TO FINANCIAL STATEMENTS


         Independent Auditors' Report                              F-1

         Balance Sheet                                             F-2

         Statements of Operations                                  F-3

         Statements of Stockholders' Equity                        F-4

         Statements of Cash Flows                                  F-5

         Notes to Financial Statements                             F-6 - F-12
<PAGE>
                             ALLAN G. HUTCHISON, CPA
                          PARADISE VILLAGE OFFICE PARK
                         11811 NORTH TATUM BLVD., #P-199
                           PHOENIX, ARIZONA 85028-1616
                            TELEPHONE: (602) 953-6996
                            FACSIMILE: (602) 953-6993

                          INDEPENDENT AUDITORS' REPORT


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

We have  audited the balance  sheet of  QUOTEMEDIA.COM,  INC. as at December 31,
2002 and the statements of operations,  stockholders' equity, and cash flows for
the years ended  December  31,  2002 and  December  31,  2001.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally  accepted auditing standards
accepted in the United States of America  applied on a consistent  basis.  Those
standards  require  that we plan and  perform  the  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.  We believe our
audit report provides a reasonable basis for our opinion.

In our opinion, the financial statements,  referred to above, present fairly, in
all material respects,  the financial position of the Company as at December 31,
2002 and the  results of its  operations  and its cash flows for the years ended
December 31, 2002 and December 31, 2001, in conformity  with generally  accepted
accounting principals accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net  capital  deficiency,  which  raises  substantial  doubt about its
ability to continue  as a going  concern.  Management's  plans  regarding  these
matters also are  described in Note 1. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


Phoenix, Arizona                        Allan G. Hutchison, CPA
March 21, 2003

                                      F-1
<PAGE>
                              QUOTEMEDIA.COM, INC.
                                  BALANCE SHEET
                             AS AT DECEMBER 31, 2002

ASSETS                                                         DECEMBER 31, 2002
                                                               -----------------
CURRENT ASSETS

  Cash and cash equivalents                                       $   190,200
  Accounts receivable                                                  12,685
  Deposits                                                             15,946
                                                                  -----------
     Total current assets                                             218,831

  Fixed assets, net (Note 3)                                           44,999
                                                                  -----------
                                                                  $   263,830
                                                                  ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                $   186,552
  Note payable                                                        112,023
  Deferred revenue                                                      1,360
  Due to related parties, net                                         238,074
                                                                  -----------
                                                                      538,009
                                                                  -----------


STOCKHOLDERS' EQUITY

  Common stock, $0.001 par value, 50,000,000
   shares authorized, 48,968,104 shares issued
   for 2002 and 33,714,529 issued for 2001 (Note 5)                    48,969
  Additional paid-in capital                                        5,708,075
  Accumulated deficit                                              (6,031,223)
                                                                  -----------
                                                                     (274,179)
                                                                  -----------
                                                                  $   263,830
                                                                  ===========
See accompanying notes

                                      F-2
<PAGE>
                              QUOTEMEDIA.COM, INC.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

                                              YEAR ENDED           YEAR ENDED
                                          DECEMBER 31, 2002    DECEMBER 31, 2001
                                          -----------------    -----------------
OPERATING REVENUE

  Licensing fees                             $     31,330        $      7,856
  Advertising                                      12,541               3,171
                                             ------------        ------------
                                                   43,871              11,027
OPERATING EXPENSES

  Business development (Note 5 (b))              (161,512)            784,705
  Financing expense                               388,250             329,265
  Office (Note 5 (b))                             321,316             748,864
  Professional fees (Note 5 (b))                     (369)             93,173
  Research and development                        167,178             292,216
  Website content                                 157,510             185,675
                                             ------------        ------------
                                                  872,373           2,433,898
                                             ------------        ------------

OPERATING LOSS                                   (828,502)         (2,422,871)

OTHER INCOME
  Interest and other income (loss)                    126              (2,633)
                                             ------------        ------------

                                             ============        ============
LOSS FOR PERIOD                              $   (828,376)       $ (2,425,504)
                                             ============        ============
EARNINGS PER SHARE

  Basic and diluted loss per share           $      (0.02)       $      (0.10)
                                             ============        ============
WEIGHTED AVERAGE SHARES OUTSTANDING

  Basic and diluted                            38,396,310          23,672,406
                                             ============        ============

See accompanying notes

                                      F-3
<PAGE>
                              QUOTEMEDIA.COM, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                         COMMON STOCK
                                   --------------------------    ADDITIONAL       SHARE                         TOTAL
                                   NUMBER OF                       PAID-IN     SUBSCRIPTION    ACCUMULATED   STOCKHOLDERS'
                                     SHARES         AMOUNT         CAPITAL      RECEIVABLE       DEFICIT        EQUITY
                                   -----------    -----------    -----------    -----------    -----------    -----------
<S>                                <C>           <C>            <C>            <C>            <C>            <C>
BALANCE, DECEMBER 31, 2000          20,557,612    $    20,558    $ 2,943,705             --    $(2,777,343)   $   186,920

Shares issued  - for cash            4,285,000          4,285        424,215             --             --        428,500

Shares issued - for
services                             8,156,917          8,157      1,302,250             --             --      1,310,407

Shares issued - for debt               715,000            715         70,785             --             --         71,500

Share subscription
receivable                                  --             --             --        (20,000)            --        (20,000)

Loss for period                             --             --             --             --     (2,425,504)    (2,425,504)

                                   -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2001
                                    33,714,529         33,715      4,740,955        (20,000)    (5,202,847)      (448,177)
                                   ===========    ===========    ===========    ===========    ===========    ===========

 Shares issued  - for cash          12,180,004         12,180        671,820             --             --        684,000

Shares issued - for
services                             5,105,000          5,105        651,645             --             --        656,750

Shares issued - for debt             1,912,500          1,913        171,087             --             --        173,000

Shares canceled (Note 6(b))         (3,943,929)        (3,944)      (527,432)            --             --       (531,376)

Share subscription
receivable                                  --             --             --         20,000             --         20,000

Loss for period                             --             --             --             --       (828,376)      (828,376)

                                   -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2002          48,968,104    $    48,969    $ 5,708,075             --    $(6,031,223)   $  (274,179)
                                   ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

See accompanying notes

                                      F-4
<PAGE>
                              QUOTEMEDIA.COM, INC.
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                              YEAR ENDED        YEAR ENDED
                                                          DECEMBER 31, 2002  DECEMBER 31, 2001
                                                          -----------------  -----------------
<S>                                                          <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

LOSS FOR PERIOD                                              $  (828,376)       $(2,425,504)

ADJUSTMENTS TO RECONCILE LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:
  Depreciation                                                    16,599             14,710
  Loss on sale of marketable securities                               --              2,794

  Issuance of capital stock for services,
   net of canceled shares                                        125,374          1,310,407
CHANGES IN ASSETS AND LIABILITIES:
  Accounts receivable                                            (12,685)             3,443
  Deposits                                                          (542)            15,134
  Accounts payable                                              (158,585)           227,491
  Deferred revenue                                                 1,360             (2,055)
  Due from related parties                                       170,321            337,616
                                                             -----------        -----------
NET CASH USED IN OPERATING ACTIVITIES                           (686,534)          (515,964)
                                                             -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Proceeds from sale of marketable securities                         --             81,626
  Purchase of marketable securities                                   --            (43,000)
  Fixed assets                                                   (12,534)           (16,256)
                                                             -----------        -----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                 (12,534)            22,370
                                                             -----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Increase (decrease) in note payable                                 --            150,000
  Repayment of note payable                                      (15,752)           (69,250)
  Increase in financing fee payable                                   --             47,025
  Share subscription receivable                                   20,000            (20,000)
  Issuance of capital stock for cash                             684,000            428,500
                                                             -----------        -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                        688,248            536,275
                                                             -----------        -----------

NET INCREASE (DECREASE) IN CASH                                  (10,820)            42,681

CASH, BEGINNING OF PERIOD                                        201,020            158,339
                                                             -----------        -----------

CASH, END OF PERIOD                                          $   190,200        $   201,020
                                                             ===========        ===========
</TABLE>

See supplementary information (note 7)

See accompanying notes

                                      F-5
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

1.   GOING CONCERN

     Our financial  statements are prepared using generally accepted  accounting
     principles   applicable  to  a  going  concern,   which   contemplates  the
     realization  of assets and  liquidation of liabilities in the normal course
     of  business.  However,  we have had limited  revenues to date.  Management
     intends to obtain additional  financing,  which may come from future equity
     or debt  offerings.  Financing may not be available,  however,  and without
     realization of additional  capital, it would be unlikely for the Company to
     continue as a going concern.

2.   SIGNIFICANT ACCOUNTING POLICIES

     a)   NATURE OF OPERATIONS

     We are a software developer and Application Service Provider,  specializing
     in the  collection,  aggregation,  and unique  delivery of both delayed and
     real-time  financial data content via the Internet.  We develop and license
     unique Web-based software  components that deliver cost effective,  dynamic
     content to websites of brokerage firms, financial institutions, mutual fund
     companies,  portals, public companies, Fortune 500 companies, and corporate
     intranets.

     b)   CASH AND CASH EQUIVALENTS

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

     c)   FIXED ASSETS

     Fixed   assets  are  recorded  at  cost  less   accumulated   depreciation.
     Depreciation is calculated on a  declining-balance  basis at a rate of 30%.
     In the years of  acquisition  and disposal,  depreciation  is calculated at
     one-half the normal rate. Management believes that this method approximates
     the assets' useful lives.

     d)   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.  For 2002 and 2001, all common stock  equivalents  were
     anti-dilutive.

                                      F-6
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     e)   STOCK BASED COMPENSATION

     We  have  elected   under  FAS  No.  123,   "Accounting   for   Stock-based
     Compensation",  to account for employee  stock  options using the intrinsic
     value  method.  This method is described  in  Accounting  Principles  Board
     ("APB")  Opinion No. 25,  "Accounting  for Stock Issued to Employees",  and
     related  interpretations.  As we grant all stock  options  with an exercise
     price equal to the market value of the underlying common shares on the date
     of the grant,  no compensation  expense is required to be recognized  under
     APB 25.  FAS No. 123 uses a fair value  method of  calculating  the cost of
     stock option grants.  Had  compensation  cost for our employee stock option
     plan been determined by this method,  our net loss and loss per share would
     have been as follows:

                                                 2002            2001
                                             ------------    ------------
     Net income:
        As reported                          $   (828,376)   $ (2,425,504)
        Pro forma                              (1,771,198)     (3,462,135)
     Basic and diluted earnings per share:
        As reported                                 (0.02)          (0.10)
        Pro forma                                   (0.05)          (0.15)

     The weighted  average fair value of the options and warrants granted during
     the year is $0.17 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 2002:  expected  dividend yield of 0%, expected stock price
     volatility  of 166%, a risk free  interest rate of 5%; and an expected life
     of options of one year.

     f)   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. No income taxes were paid in 2002.

                                      F-7
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

     g)   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.

     h)   RESEARCH AND DEVELOPMENT

     We expense research and development costs as they are incurred.  To date we
     have had no significant  software  development costs that would be required
     to be capitalized  pursuant to Financial  Accounting  Standards ("FAS") No.
     86,  "Accounting for the Costs of Computer  Software to Be Sold,  Leased or
     Otherwise Marketed".

     i)   REVENUE RECOGNITION

     We recognize  revenue from sales of products and services upon the later of
     transfer  of title or upon  shipment  of the  product  to the  customer  or
     rendering of the service,  so long as collectibility is reasonably assured.
     We record  deferred  revenue when we receive cash in advance of the revenue
     recognition criteria being met.

     j)   NEW ACCOUNTING STANDARDS

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS No. 144  addresses
     significant  issues  relating  to  the  implementation  of  SFAS  No.  121,
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to Be Disposed Of," and develops a single accounting model, based on
     the  framework  established  in SFAS No.  121 for  long-lived  assets to be
     disposed  of by sale,  whether  such  assets  are or are not deemed to be a
     business.  SFAS No. 144 also modifies the accounting  and disclosure  rules
     for discontinued  operations.  The standard was adopted on January 1, 2002,
     and is not expected to have a material  effect on the financial  statements
     except that any future  discontinued  operations  may be  presented  in the
     financial statements differently under the new rules as compared to the old
     rules.

     In July 2002, the FASB issued Statement of Financial  Accounting  Standards
     No. 146 (FAS 146),  "Accounting for Costs  Associated with Exit or Disposal
     Activities." The statement requires companies to recognize costs associated
     with exit or disposal  activities when they are incurred rather than at the
     date of a  commitment  to an exit or disposal  plan.  Costs  covered by the
     standard include lease  termination  costs and certain  employee  severance
     costs that are associated with a restructuring, plant closing or other exit
     or disposal  activity.  This  statement is  effective  for exit or disposal
     activities initiated after December 31, 2002. FAS 146 may affect the timing
     of our recognition of future exit or disposal costs, if any.

                                      F-8
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

     In December 2002, the FASB issued SFAS No. 148,  Accounting for Stock-Based
     Compensation  -- Transition and Disclosure  ("SFAS No. 148").  SFAS No. 148
     amends SFAS No. 123 to provide  alternative  methods of  transition to SFAS
     No.  123's  fair  value  method  of  accounting  for  stock-based  employee
     compensation.  SFAS No. 148 also amends the  disclosure  provisions of SFAS
     No. 123 and Accounting  Principles Board Opinion No. 28, Interim  Financial
     Reporting,  to require disclosure in the summary of significant  accounting
     policies of the effects of an entity's  accounting  policy with  respect to
     stock-based  employee  compensation on reported net income and earnings per
     share in annual and interim financial statements. The disclosure provisions
     of SFAS No. 148 are applicable to all companies with  stock-based  employee
     compensation,  regardless  of whether  they  account for that  compensation
     using the fair value method of SFAS No. 123 or the  intrinsic  value method
     of APB Opinion No. 25.  SFAS No.  148's  amendment  of the  transition  and
     annual  disclosure  requirements  of SFAS No. 123 are  effective for fiscal
     years ending after December 15, 2002. The additional  disclosures  required
     under SFAS No. 148 have been included in Note 5.

3.   FIXED ASSETS

     Cost                                                         $ 90,875
     Accumulated Depreciation                                      (45,876)
                                                                  --------
         Net Value                                                $ 44,999
                                                                  ========

4.   RELATED PARTY TRANSACTIONS

     On November 13, 2002, we entered into a two-year employment  agreement with
     Mr. David Shworan to serve as our Chief  Executive  Officer.  At that time,
     and as a condition of his employment,  Mr. Shworan agreed to arrange for an
     affiliated  company to  purchase  800,000  shares of our common  stock each
     month, at a price of $0.05 per share, for a six-month period  commencing on
     November 12, 2002, up to an aggregate of 4,800,000 shares.

     In May 2000, we relocated our corporate head office to Scottsdale, Arizona.
     We loaned  Mr.  Keith  Guelpa,  our Chief  Executive  Officer  at the time,
     $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.  During  2001,  our Board of  Directors  approved  forgiving
     $50,000 of the outstanding  principal  amount of the loan, and during 2002,
     our Board of Directors  approved  forgiving  the  remaining  $30,000 of the
     outstanding principal amount of the loan .

                                      F-9
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

5.   STOCKHOLDERS' EQUITY

     a)   PREFERRED SHARES

     We are  authorized  to  issue  up to  10,000,000  non-designated  preferred
     shares. As at December 31, 2002 no preferred shares have been issued.

     b)   CANCELED SHARES OF COMMON STOCK

     During 2002,  we canceled a total of  3,943,929  shares of our common stock
     which  resulted  in  the  reversal  of  $531,376  in  expenses   previously
     recognized.  The shares were canceled due to non-performance.  During 2002,
     100,000  shares  were  canceled  resulting  in the  reversal of $100,000 of
     office  expenses,  8,929 shares were canceled  resulting in the reversal of
     $10,626 of professional  fees, and 2,935,000 shares were canceled resulting
     in the reversal of $420,750 of business development expenses.

     c)   STOCK OPTION PLAN

     We have a stock  option  plan  whereby  shares of our  common  stock may be
     issued  pursuant to the  exercise of stock  options  granted to  employees,
     officers,  directors,   advisors,  and  our  independent  contractors.  The
     exercise price of the common stock  underlying an option will be determined
     by the Board of Directors or  compensation  committee  and may be equal to,
     greater  than, or less than the 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, 2002, we
     had reserved  6,000,000  options for issuance  under the stock option plan.
     Options may also be granted outside our stock option plan.  Options granted
     outside  the plan  generally  contain  terms that are more  restrictive  in
     nature and have a maximum  expiration  term of five years.  We may grant an
     unlimited number of options outside our stock option plan at the discretion
     of the Board of Directors.

                                      F-10
<PAGE>
                              QUOTEMEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

5.   STOCKHOLDERS' EQUITY (CONTINUED)

     The   following   table  sets  forth   certain  stock  option  and  warrant
     information:

                                                   Options and  Weighted-Average
                                                    Warrants     Exercise Price
                                                   -----------    -----------
     Outstanding at December 31, 2000                1,975,000    $      0.55

        Granted under company stock option plan      3,365,000    $      0.19
        Granted outside company stock option plan           --
        Warrants granted                             7,774,764    $      0.16
        Exercised                                      (75,000)   $      2.00
        Cancelled                                     (100,000)   $      0.75
                                                   -----------    -----------

     Outstanding at December 31, 2001               12,939,764    $      0.19
                                                   -----------    -----------

        Granted under company stock option plan        250,000    $      0.13
        Granted outside company stock option plan           --
        Warrants granted                            28,704,900    $      0.07
        Expired                                       (500,000)   $      0.10
        Cancelled                                   (1,727,852)   $      0.18
                                                   -----------    -----------
     Outstanding at December 31, 2002               39,666,812    $      0.10
                                                   ===========    ===========

<TABLE>
<CAPTION>
                            Options and Warrants Outstanding           Options and Warrants Exercisable
                  --------------------------------------------------   --------------------------------
                                      Weighted
                      Number           Average          Weighted            Number         Weighted
   Range of       Outstanding at      Remaining          Average        Exercisable at      Average
Exercise Price    Dec. 31, 2002    Contractual Life   Exercise Price    Dec. 31, 2002    Exercise Price
--------------    -------------    ----------------   --------------    -------------    --------------
<S>              <C>                  <C>              <C>             <C>                 <C>
  $0.05-1.68        12,939,764           4.32             $0.10           19,500,145          $0.16
</TABLE>

     As at December 31, 2002 all stock  options and  warrants  have been granted
     with  exercise  prices  equal to or greater  than the  market  value of the
     underlying  common  shares on the date of grant  therefore no  compensation
     expense has been recognized for grants of stock options and warrants in the
     statement of operations.

                                      F-11
<PAGE>
6.   COMMITMENTS

     We have premise leases and web server storage commitments  totaling $43,126
     extending to May 2003.

7.   SUPPLEMENTARY INFORMATION

                                                         2002         2001
                                                       -------       ------
     Cash flow information:

     Non-cash financing activities
       Issuance of capital stock for debt              173,000       71,500

8.   COMPARATIVE FIGURES

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

9.   SUBSEQUENT EVENTS

     In 2003,  we issued a total of 1,600,000  shares of our  restricted  common
     stock at $0.05 for total proceeds of $80,000.

     In 2003,  our  stockholders  approved a proposal to increase  the number of
     authorized  shares of common stock from  50,000,000 to 100,000,000  shares.
     Stockholders  also approved changing the name of our company to QuoteMedia,
     Inc. from Quotemedia.com, Inc.

                                      F-12