quotemedia

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

	For the quarterly period ended ~~September 30, 2021~~March 31, 2022

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

	For the transition period _________ to _________

Commission File Number: 0-28599

~~QuoteMedia, Inc.~~QUOTEMEDIA, INC.

(Exact name of registrant as specified in its charter)

Nevada

91-2008633

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification Number)

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

(Address of Principal Executive Offices)

(480) 905-7311

(Registrant’s Telephone Number, Including Area Code)

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

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

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

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)	~~Smaller reporting company~~	☒
			Emerging growth company	☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

The Registrant has 90,477,798 shares of common stock outstanding as at ~~November 1, 2021.~~May 2, 2022.

QUOTEMEDIA, INC.

FORM 10-Q for the Quarter Ended ~~September 30, 2021~~March 31, 2022

INDEX

		Page
Part I.	Financial Information

Item 1.	Financial Statements (unaudited):	3

	Condensed Consolidated Balance Sheets at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	3

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and ~~nine-month periods ended September 30,~~ 2021 ~~and 2020~~	4

	Condensed Consolidated Statements of Changes in Series A Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the three months ended March 31, 2022 and ~~nine-month periods ended September 30,~~ 2021 ~~and 2020~~	5

	Condensed Consolidated Statements of Cash Flows for the ~~nine-month period~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 4.	Controls and Procedures	19

Part II.	Other Information

Item 6.	Exhibits	20

Signatures		21

Table ofOf Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
ASSETS

Current assets:
Cash and cash equivalents	$	271,696		$	417,910		$	395,542		$	258,705
Accounts receivable, net		683,849			698,334			835,409			624,127
Prepaid expenses		236,642			108,477			209,989			220,399
Other current assets		38,323			113,826			22,909			39,226
Total current assets		1,230,510			1,338,547			1,463,849			1,142,457

Deposits		16,150			15,886			16,204			16,005
Property and equipment, net		3,289,262			2,755,537			3,552,189			3,417,977
Goodwill		110,000			110,000			110,000			110,000
Intangible assets		66,636			61,914			63,075			64,856
Operating lease right-of-use assets		843,973			671,402			817,148			829,960

Total assets	$	5,556,531		$	4,953,286		$	6,022,465		$	5,581,255

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	2,359,299		$	2,026,741		$	2,373,264		$	2,434,389
Deferred revenue		753,409			544,902			953,168			622,497
Current portion of operating lease liabilities		178,767			164,843			185,660			180,544
Current portion of finance lease liabilities		2,762			11,951			1,404			2,094
Total current liabilities		3,294,237			2,748,437			3,513,496			3,239,524

Paycheck Protection Program loan (Note 8)		0			133,257
Long-term portion of operating lease liabilities		578,383			504,783			491,115			532,782
Long-term portion of finance lease liabilities		0			2,108

Mezzanine equity:
Series A Redeemable Convertible Preferred stock, $0.001 par value,
550,000 shares designated; Shares issued and outstanding:
123,685 at September 30, 2021 and December 31, 2020		2,983,857			2,983,857

Preferred stock, 10,000,000 shares authorized: Series A Redeemable Convertible Preferred stock, $0.001 par value, 550,000 shares designated; Shares issued and outstanding: 123,685 at March 31, 2022 and December 31, 2021								2,983,857			2,983,857
Stockholders’ deficit:
Common stock, $0.001 par value, 150,000,000 shares authorized, shares issued and outstanding: 90,477,798 at September 30, 2021 and December 31, 2020		90,479			90,479
Common stock, $0.001 par value, 150,000,000 shares authorized, shares issued and outstanding: 90,477,798 at March 31, 2022 and December 31, 2021								90,479			90,479
Additional paid-in capital		19,626,700			19,605,883			19,641,998			19,637,759
Accumulated deficit		(21,017,125	)		(21,115,518	)		(20,698,480	)		(20,903,146	)
Total stockholders’ deficit		(1,299,946	)		(1,419,156	)		(966,003	)		(1,174,908	)

Total liabilities and stockholders’ deficit	$	5,556,531		$	4,953,286		$	6,022,465		$	5,581,255

Table ofOf Contents

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three-months ended September 30,						Nine-months ended September 30,						Three months ended March 31,
	2021			2020			2021			2020			2022			2021

REVENUE	$	3,818,713		$	3,140,358		$	11,257,949		$	9,136,141		$	4,263,796		$	3,606,218

COST OF REVENUE		2,033,020			1,706,476			6,283,017			4,795,150			2,240,116			2,063,640

GROSS PROFIT		1,785,693			1,433,882			4,974,932			4,340,991			2,023,680			1,542,578

OPERATING EXPENSES

Sales and marketing		623,821			552,960			1,882,807			1,602,501			692,643			638,864
General and administrative		650,191			555,002			1,943,162			1,817,748			671,891			607,240
Software development		411,137			405,703			1,257,470			1,246,722			470,056			407,288
		1,685,149			1,513,665			5,083,439			4,666,971			1,834,590			1,653,392

OPERATING INCOME (LOSS)		100,544			(79,783	)		(108,507	)		(325,980	)
OPERATING PROFIT (LOSS)														189,090			(110,814	)
				��
OTHER INCOME (EXPENSES)

Foreign exchange gain		55,278			5,930			77,606			11,887			17,590			2,448
Interest expense		(101	)		(701	)		(1,560	)		(3,419	)		(1,224	)		(1,008	)
Other income (Note 8)		0			0			133,257			0			0			133,257
		55,177			5,229			209,303			8,468			16,366			134,697

NET INCOME (LOSS) BEFORE INCOME TAXES		155,721			(74,554	)		100,796			(317,512	)
INCOME BEFORE INCOME TAXES														205,456			23,883

Income tax expense		(790	)		(751	)		(2,403	)		(2,216	)		(790	)		(796	)

NET INCOME (LOSS)	$	154,931		$	(75,305	)	$	98,393		$	(319,728	)
NET INCOME													$	204,666		$	23,087

EARNINGS (LOSS) PER SHARE
EARNINGS PER SHARE

Basic earnings (loss) per share	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)
Diluted earnings (loss) per share	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)
Basic earnings per share													$	0.00		$	0.00
Diluted earnings per share													$	0.00		$	0.00

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic		90,477,798			90,477,798			90,477,798			90,477,798			90,477,798			90,477,798
Diluted		119,221,520			90,477,798			119,432,085			90,477,798			119,835,799			119,810,697

Table ofOf Contents

QUOTEMEDIA, INC.

CONDENSED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE

PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(UNAUDITED)

Series A Redeemable Convertible
Preferred Stock

Common Stock

Additional

Total Stockholders’

Three-months ended September 30, 2021:

Number of Shares

Amount

Number of
Shares

Amount

Paid-in
Capital

Accumulated Deficit

Equity
(Deficit)

Balance, June 30, 2021

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,619,761

$ (21,172,056 )

$ (1,461,816 )

Stock-based compensation

-

0

-

0

6,939

0

6,939

Net income

-

0

-

0

0

154,931

154,931

Balance, September 30, 2021

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,626,700

$ (21,017,125 )

$ (1,299,946 )

Series A Redeemable
Convertible
Preferred Stock

Common Stock

Additional

Total Stockholders’

Three months ended March 31, 2022:

Number of
Shares

Amount

Number of
Shares

Amount

Paid-in
Capital

Accumulated Deficit

Equity
(Deficit)

Balance, December 31, 2021

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,637,759

$ (20,903,146 )

$ (1,174,908 )

Stock-based compensation

-

0

-

0

4,239

0

4,239

Net income

-

0

-

0

0

204,666

204,666

Balance, March 31, 2022

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,641,998

$ (20,698,480 )

$ (966,003 )

Series A Redeemable Convertible
Preferred Stock

Common Stock

Additional

Total Stockholders’

Nine-months ended September 30, 2021:

Number of Shares

Amount

Number of
Shares

Amount

Paid-in
Capital

Accumulated Deficit

Equity
(Deficit)

Balance, December 31, 2020

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,605,883

$ (21,115,518 )

$ (1,419,156 )

Stock-based compensation

-

0

-

0

20,817

0

20,817

Net income

-

0

-

0

0

98,393

98,393

Balance, September 30, 2021

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,626,700

$ (21,017,125 )

$ (1,299,946 )

Series A Redeemable Convertible
Preferred Stock

Common Stock

Additional

Total
Stockholders’

Three-months ended September 30, 2020:

Number of Shares

Amount

Number of
Shares

Amount

Paid-in
Capital

Accumulated Deficit

Equity
(Deficit)

Balance, June 30, 2020

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,592,005

$ (20,713,617 )

$ (1,031,133 )

Stock-based compensation

-

0

-

0

6,939

0

6,939

Net loss

-

0

-

0

0

(75,305 )

(75,305 )

Balance, September 30, 2020

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,598,944

$ (20,788,922 )

$ (1,099,499 )

Series A Redeemable Convertible
Preferred Stock

Common Stock

Additional

Total Stockholders’

Nine-months ended September 30, 2020:

Number of Shares

Amount

Number of
Shares

Amount

Paid-in
Capital

Accumulated Deficit

Equity
(Deficit)

Balance, December 31, 2019

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,568,011

$ (20,469,194 )

$ (810,704 )

Stock-based compensation

-

0

-

0

30,933

0

30,933

Net loss

-

0

-

0

0

(319,728 )

(319,728 )

Balance, September 30, 2020

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,598,944

$ (20,788,922 )

$ (1,099,499 )

Series A Redeemable
Convertible
Preferred Stock

Common Stock

Additional

Total
Stockholders’

Three months ended March 31, 2021:

Number of
Shares

Amount

Number of
Shares

Amount

Paid-in
Capital

Accumulated
Deficit

Equity
(Deficit)

Balance, December 31, 2020

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,605,883

$ (21,115,518 )

$ (1,419,156 )

Stock-based compensation

-

0

-

0

6,939

0

6,939

Net income

-

0

-

0

0

23,087

23,087

Balance, March 31, 2021

123,685

$ 2,983,857

90,477,798

$ 90,479

$ 19,612,822

$ (21,092,431 )

$ (1,389,130 )

5
Table ofOf Contents

QUOTEMEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Nine-months ended September 30,

Three months ended March 31,

2021

2020

2022

2021

OPERATING ACTIVITIES:

Net income (loss)

$ 98,393

$ (319,728 )
Net income

$ 204,666

$ 23,087

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1,182,917

971,274

487,095

347,788

Stock-based compensation expense

20,817

30,933

4,239

6,939

Gain on forgiveness of PPP loan (Note 8)

(133,257 )

0

0

(133,257 )
Changes in assets and liabilities:

Accounts receivable

14,485

(47,981 )

(211,282 )

205,174

Prepaid expenses

(128,165 )

(31,936 )

10,410

(97,139 )
Other current assets

75,503

(42,470 )

16,317

75,064

Deposits

(264 )

(671 )

(199 )

(208 )
Accounts payable, accrued and other liabilities

247,511

454,803

(84,864 )

511,619

Deferred revenue

208,507

87,173

330,671

(3,040 )
Net cash provided by operating activities

1,586,447

1,101,397

757,053

936,027

INVESTING ACTIVITIES:

Purchase of fixed assets

(89,627 )

(111,060 )

(13,374 )

(31,059 )
Purchase of intangible assets

(9,999 )

(17,127 )

0

(9,999 )
Capitalized application software

(1,621,738 )

(1,225,899 )

(606,152 )

(489,307 )
Net cash used in investing activities

(1,721,364 )

(1,354,086 )

(619,526 )

(530,365 )

FINANCING ACTIVITIES:

Paycheck Protection Program loan

-

141,257

Repayment of finance lease obligations

(11,297 )

(25,503 )

(690 )

(8,073 )
Net cash provided by (used) in financing activities

(11,297 )

115,754

Net cash used in financing activities

(690 )

(8,073 )

Net decrease in cash

(146,214 )

(136,935 )
Net increase in cash

136,837

397,589

Cash and equivalents, beginning of period

417,910

815,487

258,705

417,910

Cash and equivalents, end of period

$ 271,696

$ 678,552

$ 395,542

$ 815,499

6
Table ofOf Contents

QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles for interim financial statements and instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for a full year. In connection with the preparation of the condensed consolidated financial statements, the Company evaluated subsequent events after the balance sheet date of ~~September 30, 2021~~March 31, 2022 through the filing of this report.

As of ~~September 30, 2021,~~March 31, 2022, the Company has a working capital deficit of ~~$2,063,727.~~$2,049,647. Our current liabilities include deferred revenue of ~~$753,409.~~$953,168. The costs expected to be incurred to realize the deferred revenue in the next 12 months are minimal.

The Company has a plan in place for the next 12 months to ensure ongoing expenditures are balanced with the expected growth rate and believes cash on hand and cash generated will be sufficient to fund operations for the next 12 months. However, to implement our business plan may require additional financing. Additional financings may come from future equity or debt offerings that could result in dilution to our stockholders. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.

These financial statements should be read in conjunction with our financial statements and the notes thereto for the fiscal year ended December 31, ~~2020~~2021 contained in our Form 10-K filed with the Securities and Exchange Commission dated March ~~26, 2021.~~30, 2022.

Risks and Uncertainties

~~We are continuing~~Recent events in the Ukraine and Russia have caused disruptions in the global financial markets. While we do not have any operations or customers in the Ukraine or Russia, we will continue to ~~closely~~ monitor the situation as a prolonged conflict could impact ~~of the COVID-19 pandemic on all aspects of~~ our business, including how it will impact team members, customers, suppliers, and global markets. While our licensed-based revenue is generally more recurring in nature, the uncertainty caused by the COVID-19 pandemic has led some clients to delay purchasing decisions, product and service implementations or cancel or reduce spending with us.business.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Nature of operations

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

b) Basis of consolidation

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

c) Foreign currency translation and transactions

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

d) Allowances for doubtful accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company determines the allowance by reviewing the age of the receivables and assessing the anticipated ability of customers to pay. No collateral is required for any of the receivables and the Company does not usually apply financing charges to outstanding accounts receivable balances. If the financial condition of our customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The allowance for doubtful accounts was ~~$175,000~~$150,000 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. Bad debt expense was ~~$9,866~~$5,558 and ~~$25,664~~$19,822 for the ~~three-months~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively. Bad debt expense was $88,210 and $120,509 for the nine-months ended September 30, 2021 and 2020,~~ respectively.

7
Table ofOf Contents

QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

e) Accounting Pronouncements

Recently Adopted

~~In December 2019,~~There are no new recently adopted accounting pronouncements for the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted this Topic 740 on January 1, 2021. The adoption of the new tax standard did not have a material effect on our consolidated financial statements.three months ended March 31, 2022.

Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting ASU 2016-13 on the Company’s consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The new standard is effective for the Company for fiscal years beginning after December 15, 2023. The Company is currently assessing the timing and impact of adopting ASU 2020-06 on the Company’s consolidated financial statements.
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

3. REVENUE

Disaggregated Revenue

The Company provides market data, financial web content solutions and cloud-based applications. Our revenue by type of service consists of the following:

Three-months ended September 30,

Nine-months ended September 30,

Three months ended March 31,

2021

2020

2021

2020

2022

2021

Portfolio Management Systems

Portfolio Management Systems:

Corporate Quotestream

$ 1,665,555

$ 1,127,941

$ 4,754,698

$ 3,158,076

$ 1,716,097

$ 1,454,072

Individual Quotestream

571,201

485,392

1,725,404

1,379,518

553,461

562,787

Interactive Content & Data Application

1,581,957

1,527,025

4,777,847

4,598,547

Interactive Content and Data APIs

1,994,238

1,589,359

Total revenue

$ 3,818,713

$ 3,140,358

$ 11,257,949

$ 9,136,141

$ 4,263,796

$ 3,606,218

Deferred Revenue

Changes in deferred revenue for the period were as follows:

Balance at December 31, 2020

$ 544,902

Balance at December 31, 2021

$ 622,497

Revenue recognized in the current period from the amounts in the beginning balance

(392,540 )

(208,768 )
New deferrals, net of amounts recognized in the current period

603,296

539,390

Effects of foreign currency translation

(2,249 )

49

Balance at September 30, 2021

$ 753,409

Balance at March 31, 2022

$ 953,168

Practical Expedients

As permitted under ASU 2014-09 (and related ASUs), unsatisfied performance obligations are not disclosed, as the original expected duration of substantially all of our contracts is one year or less.

8
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

4. RELATED PARTIES

The Company entered into a five-year office lease with 410734 B.C. Ltd. effective May 1, 2021 for approximately ~~$6,800~~$6,500 per month. David M. Shworan is a control person of 410734 B.C. Ltd. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were no0 amounts due to 410734 B.C. Ltd.

The Company entered into a marketing agreement with Bravenet Web Services, Inc. (“Bravenet”) effective November 28, 2019 for approximately $2,500 per month. David M. Shworan is a control person of Bravenet. At ~~September 30, 2021~~March 31, 2022 and December ~~31,2020,~~31, 2021, there was ~~$7,500~~$12,383 and $11,970, respectively, due to Bravenet related to this agreement. As a matter of policy all related party transactions are subject to review and approval by the Company’s Board of Directors.

5. LEASES

We have operating leases for corporate offices and finance leases for certain equipment. Our leases have remaining lease terms of 1 year to 5 years. We determine if an arrangement is a lease at inception. Operating lease assets and liabilities are included in operating lease right-of-use assets and operating lease liabilities, respectively, on our consolidated balance sheets. Finance lease assets and liabilities are included in property and equipment and finance lease liabilities, respectively, on our consolidated balance sheets.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. We elected the short-term lease exception and therefore only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. When determining lease terms, we factor in options to extend or terminate leases when it is reasonably certain that we will exercise that option. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases we account for the lease and non-lease components as a single lease component.

Supplemental balance sheet information related to leases was as follows:


September 30,
2021

December 31,
2020

March 31,
2022

December 31,
2021

Operating Leases

Operating lease right-of-use assets

$ 843,973

$ 671,402

$ 817,148

$ 829,960

Current portion of operating lease liability

$ 178,767

$ 164,843

$ 185,660

$ 180,544

Long-term portion of operating lease liability

578,383

504,783

491,115

532,782

Total operating lease liability

$ 757,150

$ 669,626

$ 676,775

$ 713,326

Finance Leases

Computer equipment on financing lease

$ 11,929

$ 101,049

$ 11,929

$ 11,929

Less: accumulated depreciation

11,333

85,936

11,929

11,929

Property and equipment, net

$ 596

$ 15,113

$ -

$ -

Current portion of finance lease liability

2,762

11,951

1,404

2,094

Long-term portion of finance lease liability

0

2,108

0

0

Total finance lease liability

$ 2,762

$ 14,059

$ 1,404

$ 2,094

September 30,
2021

December 31,
2020

March 31,
2022

December 31,
2021

Weighted Average Remaining Lease Term

Operating leases

3.9 years

4.1 years

3.4 years

3.6 years

Finance leases

1.0 years

0.9 years

0.5 years

0.8 years

Weighted Average Discount Rate

Operating leases

9.7 %

9.7 %

9.8 %

9.8 %
Finance leases

7.5 %

8.8 %

7.5 %

7.5 %

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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Maturities of lease liabilities were as follows:

Operating
Leases

Finance
Leases

2021 (excluding the nine-months ended September 30, 2021)

$ 63,554

$ 717

2022

242,018

2,151

Year ending December 31,

Operating
Leases

Finance
Leases

2022 (excluding the three months ended March 31, 2022)

$ 182,538

$ 1,433

2023

229,347

0

232,736

0

2024

215,455

0

218,854

0

2025

144,344

0

146,621

0

Thereafter

20,441

0

2026

20,762

0

Total lease payments

915,159

2,868

801,511

1,433

Less imputed interest

(158,009 )

(106 )

(124,736 )

(29 )
Total

$ 757,150

$ 2,762

$ 676,775

$ 1,404

The components of lease expense for the three months ended March 31, 2022 and ~~nine-month periods ended September 30,~~ 2021 ~~and 2020~~ were as follows:

Three-months ended September 30,

Nine-months ended September 30,

2021

2020

2021

2020

2022

2021

Operating lease costs:

Operating lease costs

$ 64,215

$ 62,235

$ 195,027

$ 176,396

$ 63,027

$ 65,627

Short-term lease costs

29,880

20,661

67,229

71,660

22,403

22,403

Total operating lease costs

$ 94,095

$ 82,896

$ 262,256

$ 248,056

$ 85,430

$ 88,030

Finance lease costs:

Amortization

$ 1,326

$ 8,763

$ 14,517

$ 26,289

$ 0

$ 10,595

Interest

233

645

381

2,415

35

142

Total finance lease costs

$ 1,559

$ 9,408

$ 14,898

$ 28,704

Total finance lease cost

$ 35

$ 10,737

Supplemental cash flow information for the ~~nine-month period~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ related to leases was as follows:

2021

2020

2022

2021

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$ 198,147

$ 118,985

$ 85,820

$ 67,563

Operating cash flows from finance leases

381

2,415

35

142

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

233,978

507,753

Financing cash flows from finance leases

690

8,073

There were no additional right of use assets obtained in exchange for lease obligations for the three months ended March 31, 2022 and 2021.

6. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

a) Redeemable Convertible Preferred Stock

We are authorized to issue up to 10,000,000 non-designated preferred shares at the Board of Directors’ discretion.

A total of 550,000 shares of the Company’s Preferred Stock are designated as “Series A Redeemable Convertible Preferred Stock.” The Series A Redeemable Convertible Preferred Stock has no dividend or voting rights.

At ~~September 30, 2021,~~March 31, 2022, 123,685 shares of Series A Redeemable Convertible Preferred Stock were outstanding. No shares of Series A Redeemable Convertible Preferred Stock were issued or redeemed during the three months ended March 31, 2022 and ~~nine-months ended September 30, 2021 and 2020.~~2021.

Redemption Rights

Holders of Series A Redeemable Convertible Preferred Stock shall have the right to convert their shares into shares of common stock at the rate of 83.33 shares of common stock for one share of Series A Redeemable Convertible Preferred Stock, at any time following the date the closing price of a share of common stock on a securities exchange or actively traded over-the-counter market has exceeded $0.30 for ninety (90) consecutive trading days. The conversion rights are subject to the availability of authorized but unissued shares of common stock.

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~~QUOTEMEDIA, INC.~~
~~NOTES TO~~ ~~CONDENSED~~ ~~CONSOLIDATED FINANCIAL STATEMENTS~~
~~(UNAUDITED)~~
In addition, 1,000 Series A Redeemable Convertible Preferred Stock may be redeemed at the holder’s option at the liquidation value of $25 per share if the cash balance of the Company as reported at the end of each fiscal quarter exceeds $400,000.
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In accordance with ASC 480-10-S99, because a limited number of Series A Redeemable Convertible Preferred Stock may be redeemed at the holder’s option if the above criteria are met, it was classified as mezzanine equity and not permanent equity.

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment is made to any holders of any shares of common stock, the holders of shares of Series A Redeemable Convertible Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Company’s capital stock whether such assets are capital, surplus, or earnings, an amount equal to $25.00 per share of Series A Redeemable Convertible Preferred Stock.

b) Common stock

No shares of common stock were issued during the three months ended March 31, 2022 and ~~nine-months ended September 30, 2021 and 2020.~~2021.

c) Stock Options and Warrants

FASB ASC 718, Stock Compensation, requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.

Total stock-based compensation expense, related to all of the Company’s stock-based awards, recognized for the three months ended March 31, 2022 and ~~nine-month periods ended September 30,~~ 2021 ~~and 2020~~ was comprised as follows:

Three-months ended September 30,

Nine-months ended September 30,

Three months ended March 31,

2021

2020

2021

2020

2022

2021

Sales and marketing

$ 4,239

$ 4,239

$ 12,717

$ 22,833

$ 4,239

$ 4,239

General and administrative

2,700

2,700

8,100

8,100

0

2,700

Stock-based compensation expense

$ 6,939

$ 6,939

$ 20,817

$ 30,933

Total stock-based compensation expense

$ 4,239

$ 6,939

Common Stock Options and Warrants

~~The following table summarizes our~~There were 25,772,803 common stock ~~option~~warrants and ~~warrant activity for~~options outstanding at March 31, 2022 at a weighted-average grant date exercise price of $0.06. No stock options or warrants to purchase common stock were granted or exercised during the ~~nine-months~~three months ended ~~September 30, 2021:~~March 31, 2022 and 2021.

Common Stock Options
and Warrants

Weighted-Average Grant Date Exercise Price

Outstanding at January 1, 2021

26,372,803

$ 0.06

Forfeited during the period

(600,000 )

$ 0.04

Outstanding at September 30, 2021

25,772,803

$ 0.06

The following table summarizes our non-vested common stock option and warrant activity for the ~~nine-months~~three months ended ~~September 30, 2021:~~March 31, 2022:

Common Stock Options
and Warrants

Weighted-Average Grant Date Exercise Price

Non-vested at January 1, 2021

3,700,000

$ 0.08

Vested during the period

(425,000 )

$ 0.04

Non-vested at September 30, 2021

3,275,000

$ 0.09

Common Stock
Options
and Warrants

Weighted-
Average Grant
Date Exercise
Price

Non-vested at January 1, 2022

2,025,000

$ 0.08

Vested during the period

(525,000 )

$ 0.04

Non-vested at March 31, 2022

1,500,000

$ 0.10

The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding at March 31, 2022:

Common Stock Options and Warrants Outstanding

Common Stock Options  and Warrants Exercisable

Weighted

Average

Weighted

Weighted

Remaining

Average

Average

Number

Contractual

Exercise

Number

Exercise

Outstanding

Life (Years)

Price

Exercisable

Price

$0.03-0.11

25,772,803

7.3

$ 0.06

24,272,803

$ 0.06

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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

~~The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding at September 30, 2021:~~

Common Stock Options and Warrants Outstanding

Common Stock Options
and Warrants Exercisable

Weighted

Average

Weighted

Weighted

Remaining

Average

Average

Number

Contractual

Exercise

Number

Exercise

Outstanding

Life (Years)

Price

Exercisable

Price

$0.03-0.11

25,772,803

7.7

$ 0.06

22,497,803

$ 0.05

At ~~September 30, 2021,~~March 31, 2022, there was ~~$6,939~~$11,274 of unrecognized compensation cost related to non-vested options and warrants granted to purchase common stock which is expected to be recognized over a weighted-average period of ~~1.1~~0.7 years.

All stock options and warrants to purchase common stock have been granted with exercise prices equal to or greater than the market value of the underlying common shares on the date of grant. At ~~September 30, 2021,~~March 31, 2022, the aggregate intrinsic value of options and warrants outstanding was ~~$3,405,566.~~4,178,750. The aggregate intrinsic value of options and warrants exercisable was ~~$3,076,691.~~$3,998,750. The intrinsic value of stock options and warrants are calculated as the amount by which the market price of our common stock exceeds the exercise price of the option or warrant.

Preferred Stock Warrants

Pursuant to the December 28, 2017 Compensation Agreement with David M. Shworan, the President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of Quotemedia, Inc., the Company issued Mr. Shworan warrants to purchase shares of Series A Redeemable Convertible Preferred Stock (“Compensation Preferred Stock Warrants”) in lieu of a cash salary. From the period December 28, 2017 to December 31, 2019 the Company issued a total of 31,250 Compensation Preferred Stock Warrants at an exercise price equal to $1.00 per share.

Also pursuant to the Compensation Agreement with Mr. Shworan, on December 28, 2017 the Company issued Mr. Shworan warrants to purchase up to 382,243 shares of Series A Redeemable Convertible Preferred Stock at an exercise price equal to $1.00 per share (“Liquidity Preferred Stock Warrant”). The Liquidity Preferred Stock Warrants only vest and become exercisable on the consummation of a Liquidity Event as defined in the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock. The probability of the liquidity event performance condition is not currently determinable or probable; therefore, no compensation expense has been recognized as of ~~September 30, 2021.~~March 31, 2022. The probability is re-evaluated each reporting period. As of ~~September 30, 2021,~~March 31, 2022, there was $9,173,832 in unrecognized stock-based compensation expense related to these Liquidity Preferred Stock Warrants. Since the Liquidity Preferred Stock Warrants only vest and become exercisable on the consummation of a Liquidity Event which is currently determined not to be probable, we are also unable to determine the weighted-average period over which the unrecognized compensation cost will be recognized.

As of ~~September 30, 2021,~~March 31, 2022, there were a total of ~~382,243~~413,493 preferred stock warrants outstanding with a weighted average remaining contractual life of 2425.8 years. As of ~~September 30, 2021,~~March 31, 2022, 31,250 preferred stock warrants were exercisable. No preferred stock warrants were granted or exercised for the three months ended March 31, 2022 and ~~nine-month periods ended September 30, 2021 and 2020.~~
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~~QUOTEMEDIA, INC.~~
~~NOTES TO~~ ~~CONDENSED~~ ~~CONSOLIDATED FINANCIAL STATEMENTS~~
~~(UNAUDITED)~~2021.

7. ~~INCOME (LOSS)~~ EARNINGS PER SHARE

Basic net income per share is computed by dividing net income during the period by the weighted-average number of common shares outstanding, excluding the dilutive effects of common stock equivalents. Common stock equivalents include redeemable convertible preferred stock, stock options and warrants. Diluted net income per share is computed by dividing net income by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated using the treasury stock method by adding to the weighted shares outstanding any potential shares of common stock from outstanding redeemable convertible preferred stock, stock options and warrants that are in-the-money. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, the calculation of basic and dilutive loss per share results in the same value. The calculations for basic and diluted ~~loss~~net income per share for the three months ended March 31, 2022 and ~~nine-month periods ended September 30,~~ 2021 ~~and 2020~~ are as follows:

Three-months ended September 30,

Nine-months ended September 30,

2021

2020

2021

2020

Net income (loss)

$ 154,931

$ (75,305 )

$ 98,393

$ (319,728 )

Weighted average shares outstanding - basic and diluted

90,477,798

90,477,798

90,477,798

90,477,798

Stock options and warrants to purchase common stock

15,937,151

-

16,147,716

-

Warrants to purchase redeemable convertible preferred stock

2,499,900

-

2,499,900

-

Redeemable convertible preferred stock

10,306,671

-

10,306,671

-

Weighted average shares outstanding - basic and diluted

119,221,520

90,477,798

119,432,085

90,477,798

Net income (loss) per share – basic

$ 0.00

$ (0.00 )

$ 0.00

$ (0.00 )
Net income (loss) per share – diluted

$ 0.00

$ (0.00 )

$ 0.00

$ (0.00 )

Three months ended March 31,

2022

2021

Net income

$ 204,666

$ 23,087

Weighted average common shares used to calculate net income per share

90,477,798

90,477,798

Warrants to purchase redeemable convertible preferred stock

2,499,900

2,499,900

Redeemable convertible preferred stock

10,306,671

10,306,671

Stock options and warrants to purchase common stock

16,551,430

16,526,328

Weighted average common shares used to calculate diluted net income per share

119,835,799

119,810,697

Net income per share – basic

$ 0.00

$ 0.00

Net income per share – diluted

$ 0.00

$ 0.00

12
Table Of Contents

The number of shares of potentially dilutive common stock related to options, warrants and redeemable convertible preferred stock that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three and nine-month periods ended September 30, 2021 and 2020 are shown below:QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three-months ended September 30,

Nine-months ended September 30,

2021

2020

2021

2020

Stock options and warrants to purchase

common stock

-

11,245,134

-

13,021,821

Warrants to purchase redeemable

convertible preferred stock

-

2,499,900

-

2,499,900

Redeemable convertible preferred stock

-

10,306,671

-

10,306,671

Total potential common shares excluded

-

24,051,705

-

25,828,392

(UNAUDITED)

8. PAYCHECK PROTECTION PROGRAM

On May 4, 2020, the Company received a $133,257 loan under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides qualifying businesses with these proceeds for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The proceeds and accrued interest are forgivable after twenty-four weeks, known as the covered period, as long as the borrower uses the proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The PPP loan was forgiven in its entirety on February 19, 2021. In accordance with ASC 470, Debt, the forgiveness of the loan was recognized as other income on our consolidated statements of ~~operations.~~operations in the comparative 2021 period.

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ITEM 2. Management’s Discussion and Analysis

The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this report. We caution readers regarding certain forward looking statements in the following discussion, elsewhere in this report, and in any other statements, made by, or on behalf of our company, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, our company. Uncertainties and contingencies that might cause such differences include those risk factors disclosed in our annual report on Form 10-K for the year ended December 31, ~~2020~~2021 and other reports filed from time to time with the SEC.

We disclaim any obligation to update forward-looking statements. All references to “we”, “our”, “us”, or “QuoteMedia” refer to QuoteMedia, Inc., and its predecessors, operating divisions, and subsidiaries.

This report should be read in conjunction with our Form 10-K for the fiscal year ended December 31, ~~2020~~2021 filed with the Securities and Exchange Commission.

Overview

We are a developer of financial software and a distributor of market data and research information to online brokerages, clearing firms, banks, media properties, public companies and financial service corporations worldwide. Through the aggregation of information from many direct data, news, and research sources; we offer a comprehensive range of solutions for all market-related information provisioning requirements.

We have three general product lines: Interactive Content and Data ~~Applications,~~APIs, Data Feed Services, and Portfolio Management Systems. For financial reporting purposes, our product categories share similar economic characteristics and share costs; therefore, they are combined into one reporting segment.

Our Interactive Content and Data ~~Applications~~APIs consist of a suite of software applications that provide publicly traded company and market information to corporate clients via the Internet. Products include stock market quotes, fundamentals, historical and interactive charts, company news, filings, option chains, insider transactions, corporate financials, corporate profiles, screeners, market research information, investor relations provisions, level II, watch lists, and real-time quotes. All of our content solutions are completely customizable and embed directly into client Web pages for seamless integration with existing content. We are continuing to develop and launch new modules of ~~QMod~~^TM,QModTM, our new proprietary Web delivery system. QMod was created for secure market data provisioning as well as ease of integration and unlimited customization. Additionally, QMod delivers search engine optimized (SEO) ready responsive content designed to adapt on the fly when rendered on mobile devices or standard Web pages – automatically resizing and reformatting to fit the device on which it is displayed.

Our Data Feed Services consist of raw streaming real-time market data delivered over the Internet or via dedicated telecommunication lines, and supplemental fundamental, historical, and analytical data, keyed to the same symbology, which provides a complete market data solution offered to our customers. Currently, QuoteMedia’s Data Feed services include complete coverage of North American exchanges and over 70 exchanges worldwide. For financial reporting purposes, Data Feed Services revenue is included in the Interactive Content and Data ~~Applications~~APIs revenue totals.

Our Portfolio Management Systems consist of ~~Quotestream~~^TM,QuotestreamTM, Quotestream Mobile, Quotestream Professional, and our Web Portfolio Management systems. Quotestream Desktop is an Internet-based streaming online portfolio management system that delivers real-time and delayed market data to both consumer and corporate markets. Quotestream has been designed for syndication and private branding by brokerage, banking, and Web portal companies. Quotestream’s enhanced features and functionality – most notably tick-by-tick true streaming data, significantly enhanced charting features, and a broad range of additional research and analytical content and functionality – offer a professional-level experience to nonprofessional users.

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

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

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Table ofOf Contents

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

Business Environment and Trends

The global financial markets experienced extreme volatility and disruption over the past ~~year~~couple years due to the COVID-19 pandemic. While global financial markets are recovering, risk still exists; therefore, we will continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact team members, customers, suppliers, and global markets. Most of our employees, particularly in Canada, continue to work remotely.
While our licensed-based revenue is generally more recurring in nature, the uncertainty caused by the COVID-19 ~~pandemic~~ led some clients to delay purchasing decisions, product and service implementations or cancel or reduce spending with us in ~~2020.~~the early stages of the pandemic. While the impact of COVID-19 appears to be diminishing, we are focused on maintaining a strong balance sheet and liquidity position and will continue to closely monitor the potential impact of COVID-19 and adjust our response going forward as circumstances dictate.

~~On May 4, 2020,~~Recent events in the ~~Company received~~Ukraine and Russia have also caused disruptions in the global financial markets. While we do not have any operations or customers in the Ukraine or Russia, we will continue to monitor the situation as a $133,257 loan under the Paycheck Protection Program (“PPP”). On February 19, 2021, the Company received forgiveness from the SBA for its PPP loan in its entirety. The Company recognized the forgiveness of the loan as other income onprolonged conflict could impact our ~~consolidated statements of operations. See Financial Statement Note 8 – Paycheck Protection Program.~~business.

~~Our revenue grew 22%~~In 2022 we finalized a contract with a large multinational financial institution that is retroactively effective January 1, 2022, and ~~23% when comparing the three~~signed a statement of work with another large multinational financial institution to start services while their contract is being finalized. We expect this contract to be effective April 1, 2022 once finalized. The contracts are for a wide range of services that will be included in both portfolio management and ~~nine-month periods ended September 30, 2021 to the comparative 2020 periods.~~interactive content and data API revenue. Based on those new contracts and our other clients currently under contract, we expect ~~to maintain similar~~comparable revenue growth in fiscal 2022 to the 22% revenue growth we achieved in fiscal 2021. We also expect to significantly improve upon the $212,372 net income figure reported for ~~the remainder of 2021.~~fiscal 2021 mainly due to new contracts mentioned above as they have higher gross margins than our typical customer contracts have on average.

Plan of Operation

For the remainder of ~~2021 and into~~ 2022 we plan to continue to expand our product lines and improve our infrastructure. We plan to continue to add more features and data to our existing products and release newer versions with improved performance and flexibility for client integration. This expansion is expected to result in both increased revenue and costs for fiscal 2022.

We will maintain our focus on marketing Quotestream for deployments by brokerage firms to their retail clients and continue our expansion into the investment professional market with Quotestream Professional. We also plan to continue the growth of our Data Feed Services client base, particularly through the addition of major new international data feed coverage, as well as new data delivery products.

QuoteMedia will continue to focus on increasing the sales of its Interactive Content and Data ~~Applications,~~APIs, particularly in the context of large-scale enterprise deployments encompassing solutions ranging across several product lines. QMod is a major component of this strategy, given the broad demand for mobile-ready, SEO-friendly Web content.

Important development projects for the remainder of ~~2021~~2022 include broad expansion of data and news coverage, including the addition of a wide array of international exchange data and news and video feeds, expansion of fixed-income coverage, and the introduction of several new and upgraded market information products.

New deployments of our trade integration capabilities, which allow our Quotestream applications to interact with our brokerage clients’ back-end trade execution and reporting platforms (enabling on-the-fly trade execution and tracking of holdings) are underway and will continue to be a priority in the coming year.

We are also creating new proprietary data sets, analytics, and scoring mechanisms. We are now aggregating data direct from the sources to produce data sets that are proprietary to QuoteMedia. This allows us to offer our clients new data products and lower our product costs structure as we replace some of our existing data providers with our own lower cost data.

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Opportunistically, efforts will be made to evaluate and pursue the development of additional new products that may eventually be commercialized by our company. Although not currently anticipated, we may require additional capital to execute our proposed plan of operation. There can be no assurance that such additional capital will be available to our company on commercially reasonable terms or at all.

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Our future performance will be subject to a number of business factors, including those beyond our ~~control;~~control, such as a continuation of market uncertainty and evolving industry needs and preferences, as well as the level of competition and our ability to continue to successfully market our products and technology. There can be no assurance that we will be able to successfully implement our marketing strategy, continue our revenue growth, or maintain profitable operations.

Critical Accounting Policies and Estimates

Critical Accounting Policies and Estimates
In the ~~2020~~2021 Annual Report, we disclose our critical accounting policies and estimates upon which our financial statements are derived. There have been no material changes to these policies since December ~~31, 2020 that are not included in Note 3 of the accompanying consolidated financial statements for the three and nine-months ended September 30, 2021.~~31,2021. Readers are encouraged to read the ~~2020~~2021 Annual Report in conjunction.

Results of Operations

Revenue

Three-months ended September 30,

2021

2020

Change ($)

Change (%)

Corporate Quotestream

$ 1,665,555

$ 1,127,941

$ 537,614

48 %
Individual Quotestream

571,201

485,392

85,809

18 %
Total portfolio management systems

2,236,756

1,613,333

623,423

39 %

Interactive content and data applications

1,581,957

1,527,025

54,932

4 %

Total subscription revenue

$ 3,818,713

$ 3,140,358

$ 678,355

22 %
Nine-months ended September 30,

2021

2020

Change ($)

Change (%)

Three months ended March 31,

2022

2021

Change ($)

Change (%)

Corporate Quotestream

$ 4,754,698

$ 3,158,076

$ 1,596,622

51 %

$ 1,716,097

$ 1,454,072

$ 262,025

18 %
Individual Quotestream

1,725,404

1,379,518

345,886

25 %

553,461

562,787

(9,326 )

(2
%)
Total portfolio management systems

6,480,102

4,537,594

1,942,508

43 %

2,269,558

2,016,859

252,699

13 %

Interactive content and data applications

4,777,847

4,598,547

179,300

4 %
Interactive Content and Data APIs

1,994,238

1,589,359

404,879

25 %

Total subscription revenue

$ 11,257,949

$ 9,136,141

$ 2,121,808

23 %

$ 4,263,796

$ 3,606,218

$ 657,578

18 %

Total subscription revenue increased ~~22% and 23%~~18% when comparing the three months ended March 31, 2022 and ~~nine-month periods ended September 30, 2021 and 2020.~~
~~Our total~~2021. The increase is a result of a 13% increase in revenue from licensing our Portfolio Management ~~System~~Systems and 25% increase in revenue ~~increased by 39%~~from our Interactive Content and ~~43% when comparing the three and nine-month periods ended September 30, 2021 from the comparative periods, due to increases in both Corporate Quotestream and Individual Quotestream revenue.~~Data APIs.

Corporate Quotestream revenue increased ~~48% and 51% for~~18% the three ~~and nine-month periods~~months ended ~~September 30, 2021~~March 31, 2022 from the comparative ~~periods~~period in ~~2020 primarily~~2021 due to new contracts signed since the comparative ~~periods~~period. In particular, the increase was due to the new contract we recently finalized with the large multinational financial institution discussed above in the “Business Environment and ~~increases~~Trends” section. The increase was also due to an increase in the number of subscribers for existing clients. ~~The increases are due to~~We have added new products ~~added~~ over the past couple years that are continuing to gain traction in the market ~~as well as~~and we have made improvements and upgrades ~~made~~ to our existing Portfolio Management products as we continue to improve functionality and add new data offerings. ~~The increases are also due~~These improvements have allowed us to ~~stock exchange fee price increases passed on to~~attract larger customers and increase the average revenue for our existing customers. Finally, we believe there has been an increase in the need for our services for customers working remotely during the pandemic, a trend we expect to continue for the foreseeable future.

Individual Quotestream revenue ~~increased 18% and 25%~~decreased 2% for the three ~~and nine-month periods~~months ended ~~September 30, 2021~~March 31, 2022 from the comparative ~~periods~~period in ~~2020.~~2021. There ~~were increases~~was an increase in total users ~~and average revenue per user,~~ which can be attributed to new marketing efforts initiated since the comparative ~~periods~~period and more customers working remotely due to ~~COVID-19.~~COVID-19, but this increase was more than offset by a decrease in average revenue per subscriber which can fluctuate depending on exchange data selected by our subscribers.

Interactive Content and Data ~~Application~~APIs revenue increased 4%25% when comparing the ~~three~~three-months ended March 31, 2022 and ~~nine-month periods ended September 30,~~ 2021, ~~and 2020, mainly~~ attributable to an increase in ~~new customers.~~the number of clients and an increase in the average revenue per client. The ~~success~~launch of new products ~~introduced over the past couple years such as QMod~~^TM and the expansion of our data coverage have allowed us to attract new, ~~clients.~~larger clients to replace some of our smaller clients lost due to the economic hardship related to COVID-19. In particular, the increase was due to the new contract we recently finalized with the large multinational financial institution as discussed above in the “Business Environment and Trends” section.

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Cost of Revenue and Gross Profit Summary

Three-months ended September 30,

2021

2020

Change ($)

Change (%)

Cost of revenue

$ 2,033,020

$ 1,706,476

$ 326,544

19 %
Gross profit

$ 1,785,693

$ 1,433,882

$ 351,811

25 %
Gross margin %

47 %

46 %

Nine-months ended September 30,

2021

2020

Change ($)

Change (%)

Three months ended March 31,

2022

2021

Change ($)

Change (%)

Cost of revenue

$ 6,283,017

$ 4,795,150

$ 1,487,867

31 %

$ 2,240,116

$ 2,063,640

$ 176,476

9 %
Gross profit

$ 4,974,932

$ 4,340,991

$ 633,941

15 %

$ 2,023,680

$ 1,542,578

$ 481,102

31 %
Gross margin %

44 %

48 %

47 %

43 %

Our cost of revenue consists of fixed and variable stock exchange fees and data feed provisioning costs. Cost of revenue also includes amortization of capitalized internal-use software costs. We capitalize the costs associated with developing new products during the application development stage.

~~We launched~~As a result of a major growth initiative, ~~in early 2020,~~which included investing in infrastructure, new product development, data collection, and the expansion of our global market ~~coverage. As a result,~~coverage, our cost of revenue increased ~~19% and 31%~~9% for the three ~~and nine-month periods~~months ended ~~September 30, 2021~~March 31, 2022 from the comparative ~~periods~~period in ~~2020, respectively.~~2021. We incurred increased stock exchange fees related to increased usage and new market data added since the comparative ~~periods,~~period, and increased amortization expenses associated with internally developed application software.

Overall, the cost of revenue decreased as a percentage of sales, as evidenced by our gross margin percentage that increased to 47% for the three months ended ~~September 30, 2021~~March 31, 2022 from ~~46%~~43% in the comparative period. ~~The gross margin percentage decreased to 44% for the nine months ended September 30, 2021 from 48%~~As discussed above in the comparative period. There were non-recurring credits to our cost of revenue that resulted in an increase in gross margin percentage for the quarter, but year to date our gross margins have decreased due to the change in our revenue mix, as our Portfolio Management System revenue has been growing at“Business Environment and Trends” section, we finalized a ~~higher rate than our Interactive Content revenue which typically~~new contract with a large multinational financial institution. This contract has higher gross ~~margins.~~margins than our other customer contracts typically have on average, resulting in a significant increase to our gross margin percentage.

Operating Expenses Summary

Three-months ended September 30,

2021

2020

Change ($)

Change (%)

Sales and marketing

$ 623,821

$ 552,960

$ 70,861

13 %
General and administrative

650,191

555,002

95,189

17 %
Software development

411,137

405,703

5,434

1 %
Total operating expenses

$ 1,685,149

$ 1,513,665

$ 171,484

11 %
Nine-months ended September 30,

2021

2020

Change ($)

Change (%)

Three months ended March 31,

2022

2021

Change ($)

Change (%)

Sales and marketing

$ 1,882,807

$ 1,602,501

$ 280,306

17 %

$ 692,643

$ 638,864

$ 53,779

8 %
General and administrative

1,943,162

1,817,748

125,414

7 %

671,891

607,240

64,651

11 %
Software development

1,257,470

1,246,722

10,748

1 %

470,056

407,288

62,768

15 %
Total operating expenses

$ 5,083,439

$ 4,666,971

$ 416,468

9 %

$ 1,834,590

$ 1,653,392

$ 181,198

11 %

Sales and Marketing

Sales and marketing consist primarily of sales and customer service salaries, investor relations, travel and advertising expenses. Sales and marketing expenses increased by ~~13% and 17%~~8% when comparing the three months ended March 31, 2022 and ~~nine-month periods ended September 30, 2021 from the comparative periods in 2020.~~2021. The ~~increases are~~increase is a result of additional sales personnel hired to support our product growth ~~initiative.~~initiatives.

General and Administrative

General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses increased ~~17% and 7%~~11% when comparing the three months ended March 31, 2022 and ~~nine-month periods ended September 30, 2021~~2021. The increase is a result of additional personnel and other costs incurred to support our growth initiatives, and in particular the ~~same periods~~costs associated with obtaining SOC2 Type II certification. SOC2 certification provides independent assurance that an organization maintains a high level of information security, data integrity and business resiliency. We expect to achieve SOC2 Type II certification in ~~2020. The increases were due to some significant non-recurring professional fees incurred during the third quarter of 2021.~~late 2022.
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Software Development

Software development expenses consist primarily of costs associated with the design, programming, and testing of our software applications during the preliminary project stage. Software development expenses also include costs incurred to maintain our software applications.

Software development expenses ~~remained relatively unchanged from the comparative periods, increasing 1%~~increased 15% for the three ~~and nine-month periods~~months ended ~~September 30,~~March 31, 2022 when compared to the same period in 2021, primarily due to ~~additional development~~new personnel hired since the comparative ~~2020 periods, offset by an increase in development costs capitalized during 2021. Hiring new development personnel was required~~period to ~~expand our product lines and~~ improve our infrastructure, ~~in 2021.~~ security, and business continuity management.
We capitalized ~~$572,795 and $1,621,738~~$606,152 of development costs for the three ~~and nine-month periods~~months ended ~~September 30, 2021,~~March 31, 2022 compared to ~~$460,666 and $1,225,898~~$489,306 in the same ~~periods~~period in ~~2020.~~2021. These costs relate to the development of application software used by subscribers to access, manage, and analyze information in our databases. Capitalized costs associated with application software are amortized over their estimated economic life of three years.

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Other Income and (Expense) Summary

Three-months ended September 30,

2021

2020

Foreign exchange gain

$ 55,278

$ 5,930

Interest expense

(101 )

(701 )
Total other income, net

$ 55,177

$ 5,229

Nine-months ended September 30,

2021

2020

Three months ended March 31,

2022

2021

Foreign exchange gain

$ 77,606

$ 11,887

$ 17,590

$ 2,448

Interest expense

(1,560 )

(3,419 )

(1,224 )

(1,008 )
Other income

133,257

-

-

133,257

Total other income, net

$ 209,303

$ 8,468

Total other income and (expenses), net

$ 16,366

$ 134,697

Foreign Exchange Gain

We incurred foreign exchange gains of ~~$55,278~~$17,590 and ~~$77,606~~$2,448 for the three months ended March 31, 2022 and ~~nine-month periods ended September 30,~~ 2021, ~~compared to foreign exchange gains of $5,930 and $11,887 in the comparative 2020 periods,~~ respectively. Foreign exchange gains and losses arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars and from exchange rate fluctuations between transaction and settlement dates for foreign currency denominated transactions.

Interest Expense

Interest expense relates primarily to the interest expense associated with our finance leases and was relatively unchanged from the comparative ~~periods.~~period. Interest expense of ~~$101 and $1,560~~$1,224 was incurred for the three ~~and nine-month periods~~months ended ~~September 30, 2021,~~March 31, 2022, compared to ~~$701 and $3,419~~$1,008 incurred in the same ~~2020 periods.~~2021 period.

Other Income

~~Other~~There was no other income ~~was $133,257~~ for the ~~nine-month period~~three months ended ~~September 30, 2021.~~March 31, 2022. On May 4, 2020, the Company received a $133,257 loan under the Paycheck Protection Program (“PPP”). The PPP loan was forgiven in its entirety on February 19, 2021 and was recognized as other ~~income. No other~~ income ~~was recognized~~ in the 2021 comparative ~~2020 periods.~~period. See Financial Statement Note 8 “Paycheck Protection Program”.

Provision for Income Taxes

For the three ~~and nine-month periods~~months ended ~~September 30, 2021,~~March 31, 2022, the Company recorded Canadian income tax expense of $790 ~~and $2,403~~ compared to ~~$751 and $2,216~~$796 in the comparative ~~periods~~period in ~~2020.~~2021.

Net Income ~~(Loss)~~ for the Period

As a result of the foregoing, our net income for the three ~~and nine-month periods~~months ended ~~September 30, 2021 were $154,931 and $98,393~~March 31, 2022 was $204,666 compared to ~~net losses of $75,305 and $319,728~~$23,087 for the three ~~and nine-month periods~~months ended ~~September 30, 2020.~~March 31, 2021. Basic and diluted ~~income~~earnings per share ~~was~~were $0.00 for the three months ended March 31, 2022 and ~~nine-month periods ended September 30, 2021, compared to a basic and diluted loss per share of $(0.00) for the three and nine-month periods ended September 30, 2020.~~2021.
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Liquidity and Capital Resources

Our cash totaled ~~$271,696~~$395,542 at ~~September 30, 2021,~~March 31, 2022, as compared with ~~$417,910~~$258,705 at December 31, ~~2020, a decrease~~2021, an increase of ~~$146,214.~~$136,837. Net cash of ~~$1,586,447~~$757,053 was provided by operations for the ~~nine-month period~~three months ended ~~September 30, 2021,~~March 31, 2022, primarily due to the net income during the period adjusted for non-cash charges and the increase in deferred revenue, offset by an increase in accounts ~~payable~~receivable and ~~deferred revenue.~~a decrease in accounts payable. Net cash used in investing activities for the ~~nine-month period~~three months ended ~~September 30, 2021~~March 31, 2022 was ~~$1,721,364~~$619,526 resulting primarily from capitalized application software costs. Cash used in financing activities for the ~~nine-month period~~three months ended ~~September 30, 2021~~March 31, 2022 was ~~$11,297~~$690 related to the repayment of ~~capital lease financing.~~finance leases.

We typically operate with a working capital deficit. As of ~~September 30, 2021~~March 31, 2022, our working capital deficit is ~~$2,063,727,~~$2,049,647, however current liabilities include ~~$753,409~~$953,168 in deferred revenue and the expected costs necessary to realize the deferred revenue are minimal. If circumstances dictate, we have the flexibility to reduce development spending to maintain a strong liquidity position.

Based on the factors discussed above, we believe that our cash on hand and cash generated from operations will be sufficient to fund our current operations for at least the next 12 months through ~~November 2022.~~May 2023. However, to implement our business plan may require additional financing. Additional financings may come from future equity or debt offerings that could result in dilution to our stockholders. Further, current adverse capital and credit market conditions could limit our access to capital. We may be unable to raise capital or bear an unattractive cost of capital that could reduce our financial flexibility.

Our long-term liquidity requirements will depend on many factors, including the rate at which we expand our business and whether we do so internally or through acquisitions. To the extent that the funds generated from operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.

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Preferred Stock Redemption Rights

At ~~September 30, 2021,~~March 31, 2022, 123,685 shares of Series A Redeemable Convertible Preferred Stock were outstanding and 1,000 shares may be redeemed at the holder’s option at the liquidation value of $25 per share if the cash balance of the Company as reported at the end of each fiscal quarter exceeds $400,000. See Financial Statement Note 6 a) “Preferred shares”.

Foreign Exchange Risk

Approximately ~~28%~~32% of our consolidated revenue and 34% percent of our consolidated expenses are denominated in Canadian dollars; therefore, our consolidated cashflow may be impacted by foreign exchange fluctuations.

Off-Balance Sheet Arrangements

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we did not have any unconsolidated entities or financial partnerships, or other off-balance sheet arrangements.

ITEM 4. Controls and Procedures

Under the supervision and with the participation of our Chairman of the Board and Chairman of the Audit Committee, Chief Executive Officer and Chief Financial Officer, we completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, we and our management have concluded that our disclosure controls and procedures at ~~September 30, 2021~~March 31, 2022 were effective at the reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and are designed to ensure that information required to be disclosed by us in these reports is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosures. In the ~~nine-month period~~three months ended ~~September 30, 2021,~~March 31, 2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

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

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PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit
Number
Description of Exhibit
31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES

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

QUOTEMEDIA, INC.

By:
/s/ Keith J. Randall

Keith J. Randall

Chief Executive Officer and Chief Financial Officer

(Duly authorized officer and principal financial officer)

Dated: ~~November 10, 2021~~May 13, 2022

21

	Series A Redeemable Convertible Preferred Stock				Common Stock				Additional					Total Stockholders’
Three-months ended September 30, 2021:	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Equity (Deficit)
Balance, June 30, 2021		123,685	$	2,983,857		90,477,798	$	90,479	$	19,619,761	$	(21,172,056	)	$	(1,461,816	)

Stock-based compensation		-		0		-		0		6,939		0			6,939

Net income		-		0		-		0		0		154,931			154,931

Balance, September 30, 2021		123,685	$	2,983,857		90,477,798	$	90,479	$	19,626,700	$	(21,017,125	)	$	(1,299,946	)

	Series A Redeemable Convertible Preferred Stock				Common Stock				Additional					Total Stockholders’
Three months ended March 31, 2022:	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Equity (Deficit)
Balance, December 31, 2021		123,685	$	2,983,857		90,477,798	$	90,479	$	19,637,759	$	(20,903,146	)	$	(1,174,908	)

Stock-based compensation		-		0		-		0		4,239		0			4,239

Net income		-		0		-		0		0		204,666			204,666

Balance, March 31, 2022		123,685	$	2,983,857		90,477,798	$	90,479	$	19,641,998	$	(20,698,480	)	$	(966,003	)

Balance at December 31, 2020	$	544,902
Balance at December 31, 2021				$	622,497
Revenue recognized in the current period from the amounts in the beginning balance		(392,540	)		(208,768	)
New deferrals, net of amounts recognized in the current period		603,296			539,390
Effects of foreign currency translation		(2,249	)		49
Balance at September 30, 2021	$	753,409
Balance at March 31, 2022				$	953,168

	Operating Leases			Finance Leases

2021 (excluding the nine-months ended September 30, 2021)	$	63,554		$	717
2022		242,018			2,151
Year ending December 31,							Operating Leases			Finance Leases
2022 (excluding the three months ended March 31, 2022)							$	182,538		$	1,433
2023		229,347			0			232,736			0
2024		215,455			0			218,854			0
2025		144,344			0			146,621			0
Thereafter		20,441			0
2026								20,762			0
Total lease payments		915,159			2,868			801,511			1,433
Less imputed interest		(158,009	)		(106	)		(124,736	)		(29	)
Total	$	757,150		$	2,762		$	676,775		$	1,404

	Three-months ended September 30,				Nine-months ended September 30,				Three months ended March 31,
	2021		2020		2021		2020		2022		2021

Sales and marketing	$	4,239	$	4,239	$	12,717	$	22,833	$	4,239	$	4,239
General and administrative		2,700		2,700		8,100		8,100		0		2,700
Stock-based compensation expense	$	6,939	$	6,939	$	20,817	$	30,933
Total stock-based compensation expense									$	4,239	$	6,939

	Common Stock Options and Warrants			Weighted-Average Grant Date Exercise Price

Outstanding at January 1, 2021		26,372,803		$	0.06
Forfeited during the period		(600,000	)	$	0.04
Outstanding at September 30, 2021		25,772,803		$	0.06

	Common Stock Options and Warrants			Weighted-Average Grant Date Exercise Price

Non-vested at January 1, 2021		3,700,000		$	0.08
Vested during the period		(425,000	)	$	0.04
Non-vested at September 30, 2021		3,275,000		$	0.09

	Common Stock Options and Warrants			Weighted- Average Grant Date Exercise Price
Non-vested at January 1, 2022		2,025,000		$	0.08
Vested during the period		(525,000	)	$	0.04
Non-vested at March 31, 2022		1,500,000		$	0.10

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

By:	/s/ Keith J. Randall
	Keith J. Randall
	Chief Executive Officer and Chief Financial Officer
	(Duly authorized officer and principal financial officer)