10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended June 30, 2015

OR

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

For the transition period ___________ to___________

Commission File Number: 0-28599

QUOTEMEDIA, INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of Principal Executive Offices)

(480) 905-7311

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

The Registrant has 90,477,798 shares of common stock outstanding as at July 31, 2015.

QUOTEMEDIA, INC.

FORM 10-Q for the Quarter Ended June 30, 2015

INDEX

		Page
Part I.	Financial Information
Item 1.	Financial Statements (unaudited):		3
	Condensed Consolidated Balance Sheets at June 30, 2015 and December 31, 2014		3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014		4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 4.	Controls and Procedures		21
Part II.	Other Information
Item 6.	Exhibits		22
Signatures			23

2

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash	$	231,385		$	423,053
Accounts receivable, net of allowance for doubtful accounts of $90,000 at June 30, 2015 and December 31, 2014		328,958			405,727
Prepaid expenses		65,200			48,985
Other current assets		44,566			40,940
Total current assets		670,109			918,705
Deposits		20,847			19,273
Property and equipment, net		1,477,193			1,486,267
Goodwill		110,000			110,000
Intangible assets		79,499			82,468
Total assets	$	2,357,648		$	2,616,713
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,107,156		$	1,249,659
Deferred revenue		651,195			559,214
Total current liabilities		1,758,351			1,808,873
Long-term portion of amounts due to related parties		8,937,285			8,398,160
Stockholders’ deficit:
Preferred stock, nondesignated, 10,000,000 shares authorized, none issued		-			-
Common stock, $0.001 par value, 150,000,000 shares authorized, 90,477,798 and 90,444,162 shares issued and outstanding		90,479			90,445
Additional paid-in capital		9,288,486			8,998,192
Accumulated deficit		(17,716,953	)		(16,678,957	)
Total stockholders’ deficit		(8,337,988	)		(7,590,320	)
Total liabilities and stockholders’ deficit	$	2,357,648		$	2,616,713

See accompanying notes

3

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Revenue	$	2,203,079		$	2,278,956		$	4,391,396		$	4,503,023
Cost of revenue		1,272,513			1,239,493			2,533,911			2,512,776
Gross profit		930,566			1,039,463			1,857,485			1,990,247
Operating expenses
Sales and marketing		637,953			406,782			1,018,633			820,860
General and administrative		512,853			518,762			996,271			1,058,362
Software development		249,768			298,760			510,108			543,172
		1,400,574			1,224,304			2,525,012			2,422,394
Operating loss		(470,008	)		(184,841	)		(667,527	)		(432,147	)
Other income and (expense)
Foreign exchange gain (loss)		(39,895	)		(48,806	)		58,103			(22,585	)
Interest expense (related party)		(217,701	)		(191,617	)		(426,952	)		(376,845	)
		(257,596	)		(240,423	)		(368,849	)		(399,430	)
Loss before income taxes		(727,604	)		(425,264	)		(1,036,376	)		(831,577	)
Provision for income taxes		(812	)		(917	)		(1,620	)		(1,824	)
Net loss	$	(728,416	)	$	(426,181	)	$	(1,037,996	)	$	(833,401	)
Loss per share
Basic and diluted loss per share		(0.01	)		(0.00	)		(0.01	)		(0.01	)
Weighted average shares outstanding
Basic and diluted		90,461,165			90,444,162			90,452,710			90,444,162

See accompanying notes

4

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six months ended June 30,
	2015			2014
Operating activities:
Net loss	$	(1,037,996	)	$	(833,401	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		443,982			421,610
Bad debt expense		73,456			8,826
Stock-based compensation expense		290,328			5,738
Changes in assets and liabilities:
Accounts receivable		3,313			52,396
Prepaid expenses		(16,215	)		(5,549	)
Other current assets		(3,626	)		(8,081	)
Deposits		(1,574	)		(49	)
Accounts payable and amounts due to related parties		396,622			784,219
Deferred revenue		91,981			74,380
Net cash provided by operating activities		240,271			500,089
Investing activities:
Purchase of fixed assets		(86,341	)		(72,057	)
Capitalized application software		(345,598	)		(403,246	)
Net cash used in investing activities		(431,939	)		(475,303	)
Net increase (decrease) in cash		(191,668	)		24,786
Cash and equivalents, beginning of period		423,053			425,899
Cash and equivalents, end of period	$	231,385		$	450,685

See accompanying notes

5

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 June 30, 2015 through the filing of this report.

These financial statements should be read in conjunction with our financial statements and the notes thereto for the fiscal year ended December 31, 2014 contained in our Form 10-K filed with the Securities and Exchange Commission dated March 31, 2015.

2.  SIGNIFICANT ACCOUNTING POLICIES

a) Nature of operations

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

b) Basis of consolidation

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

c) Foreign currency translation and transactions

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

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 $90,000 as at June 30, 2015 and December 31, 2014.

e) Accounting Pronouncements

New Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard is effective for public entities for annual and interim periods beginning after December 15, 2017. Early adoption is not permitted. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), which makes amendments to the codification topic 718, Accounting for Share-Based Payments, when the terms of an award provide that a performance target could be achieved after the requisite service period. The new accounting standards update becomes effective for the Company on January 1, 2016. The Company does not expect that this guidance will have an impact on its financial position, results of operations or cash flows as the Company does not currently have any outstanding awards with a performance target that could be achieved after the requisite service period.

In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties About an Entity's Ability to Continue as a Going Concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

In April 2015, the FASB issued Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The amendment requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The new standard is limited to the presentation of debt issuance costs and does not affect the recognition or measurement of debt issuance costs. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2015. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

7

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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. FINANCIAL INSTRUMENTS

a) Fair value of financial instruments

FASB ASC 820, Fair Value Measurements and Disclosures establishes three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities (referred to as Level 1), observable inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).

From time to time we utilize forward contracts that are measured at fair market value on a recurring basis based on Level 2 inputs. We had no forward contracts outstanding at June 30, 2015. At December 31, 2014, the fair market value for forward contracts was a liability of $5,297 and was included in accrued liabilities.

b) Derivative instruments

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

We account for derivatives and hedging activities in accordance with FASB ASC 815, Derivatives and Hedging, which requires that all derivative instruments be recorded on the balance sheet at their respective fair values. The accounting for changes in the fair value of a derivative instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship.

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

8

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

	June 30, 2015				December 31, 2014
	Notional Amount		Net Asset (Liability)		Notional Amount		Net Asset (Liability)
Forward contracts		-		-	$	200,000	$	(5,297	)

We are required to maintain a margin deposit with a foreign exchange corporation based on the value of the forward contracts outstanding. There were no margin deposits at June 30, 2015. Margin deposits totaling $11,500 are included in other current assets at December 31, 2014.

4.  RELATED PARTIES

The following table summarizes amounts due to related parties at June 30, 2015 and December 31, 2014:

	June 30, 2015		December 31, 2014
Purchase of business unit	$	170,644	$	171,576
Computer hosting services		45,123		43,579
Office rent		1,014,023		1,005,367
Other		17,276		17,276
Loan		879,123		850,112
Lead generation services		1,220,014		1,160,754
Due to Management		5,591,082		5,149,496
	$	8,937,285	$	8,398,160

As a matter of policy, all related party transactions are subject to review and approval by the Company’s Board of Directors. All repayments of amounts due to related parties must be approved by our Board of Directors. Repayments are subject to our company having sufficient cash on hand and are intended not to impair continuing business operations. All amounts due to related parties have been classified as non-current liabilities as we do not expect to make any repayments within a year of the June 30, 2015 balance sheet date. Our related party creditors have agreed to these repayment terms.

5.  STOCK-BASED COMPENSATION

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.

9

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Total estimated stock-based compensation expense, related to all of the Company’s stock-based awards, recognized for the three and six months ended June 30, 2015 and 2014 was comprised as follows:

	Three months ended June 30,				Six months ended June 30,
	2015		2014		2015		2014
Sales and marketing	$	269,759	$	1,374	$	271,658	$	1,736
General and administrative		12,909		2,001		14,910		4,002
Development		60		-		60		-
Total stock-based compensation	$	282,728	$	3,375	$	286,628	$	5,738

At June 30, 2015 there was $16,306 of unrecognized compensation cost related to non-vested share-based payments which is expected to be recognized over a weighted-average period of 0.70 years.

We calculate the fair value of stock options and warrants granted under the provisions of FASB ASC 718 using the Black-Scholes valuation model with the following assumptions:

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Expected dividend yield		-			-			-			-
Expected stock price volatility		287	%		206	%		287	%		206	%
Risk-free interest rate		4	%		4	%		4	%		4	%
Expected life of options		5.00			5.86			5.00			5.86
Weighted average fair value of options and warrants granted	$	0.11		$	0.03		$	0.11		$	0.03

The following table represents stock option and warrant activity for the six months ended June 30, 2015:

				Weighted-
	Options and			Average
	Warrants			Exercise Price
Outstanding at December 31, 2014		11,877,803		$	0.04
Stock options granted		490,000		$	0.04
Warrants granted		7,968,803		$	0.04
Stock options forfeited/expired		(595,000	)	$	0.04
Warrants forfeited/expired		(7,968,803	)	$	0.04
Outstanding at June 30, 2015		11,772,803		$	0.04

10

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table summarizes our non-vested stock option and warrant activity for the six months ended June 30, 2015:

				Weighted-
	Options and			Average Grant
	Warrants			Date Fair Value
Non-vested stock options and warrants at
December 31, 2014		298,323		$	0.04
Vested during the period		(10,002	)	$	0.07
Non-vested stock options and warrants at
June 30, 2015		288,321		$	0.03

						Options and Warrants
		Options and Warrants Outstanding				Exercisable
			Weighted
		Number	Average	Weighted		Number	Weighted
		Outstanding at	Remaining	Average		Exercisable at	Average
		June 30,	Contractual	Exercise		June 30,	Exercise
		2015	Life	Price		2015		Price
$	0.03-0.07	11,772,803	9.45	$	0.04	11,484,482	$	0.04

On May 15, 2015, the Company’s Board of Directors and Compensation Committee authorized extending the term of a total of 8,458,803 options and warrants held by certain directors, executives, and employees of the Company. The expiry dates of the options and warrants were extended by ten years. All other terms remained unchanged. The extension of the options and warrants was accounted for as an exchange of the original awards for new awards. The incremental increase in fair value of the new awards resulted in additional stock-based compensation expenses totaling $278,828 that was recognized in full in May 2015.

As at June 30, 2015 all new 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. Extended options and warrants that were accounted for as an exchange of the original awards for new awards were granted with the same exercise price as the original awards. There was no cash received from the exercise of stock options or warrants for the six months ended June 30, 2015.

At June 30, 2015 the aggregate intrinsic value of options and warrants outstanding was $641,785. The aggregate intrinsic value of options and warrants exercisable was $625,827. 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.

11

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6.  LOSS PER SHARE

The basic and diluted net loss per share was $(0.01) and $(0.00) per share for the three months ended June 30, 2015 and 2014, respectively. The basic and diluted net loss per share was $(0.01) and $(0.01) per share for the six months ended June 30, 2015 and 2014, respectively. There were 11,772,803 stock options and warrants excluded from the calculation of dilutive loss per share for the three and six months ended June 30, 2015, because they were anti-dilutive. There were 12,377,803 stock options and warrants excluded from the calculation of dilutive loss per share for the comparative three and six months ended June 30, 2014, because they were anti-dilutive.

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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, 2014 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, 2014 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: Data Feed Services, Interactive Content and Data Applications, and Portfolio Management Systems.

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

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

13

Our Portfolio Management Systems consist of Quotestream, 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 designed specifically for use by financial services professionals and their support personnel, 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.

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

Business environment and trends

The global financial markets have experienced extreme volatility and disruption in recent years. As a result, financial institutions globally have acted to control or reduce operational spending. While in some areas the anticipated impact of current market conditions may lead to a decision to reduce demand for market data and related services, we expect overall spending on financial information services will grow modestly over the next several years.

The Canadian dollar depreciated an average of 12.7% and 12.5% versus the U.S. dollar for the three and six months ending June 30, 2015 compared to the same periods in 2014. This has resulted in lowering both our reported Canadian dollar revenues and expenses in 2015 compared to 2014 once translated into U.S. dollars. Approximately 27% of our revenues and 28% of our expenses are in Canadian dollars, so while the appreciation of the U.S. dollar will lower 2015 revenue figures compared to 2014, it will have little impact our bottom line in 2015.

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Plan of operation

In 2015 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. Our deployment of native applications for the iPhone, Android and Blackberry mobile devices is an important new development that we are planning to exploit this year. We also plan to continue the growth of our Data Feed Services client base and to increase the sales of its Interactive Content and Data Applications, particularly in the context of large-scale enterprise deployments encompassing solutions ranging across several product lines. Broad expansion of data and news coverage is also a priority for 2015.
 

Important new development projects for the remainder of 2015 include rollout of recently completed trade integration capabilities, allowing our Quotestream to interact with our brokerage clients’ back-end trade execution and reporting platforms to enable on-the-fly trade execution and tracking of holdings. In 2015 we are also launching QMOD, our new Web content and data feed product line, using new dynamically updating data delivery mechanisms and proprietary content libraries, as well as advanced HTML5 solutions that offer dynamically updating real-time market data and next-generation interactivity.

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

Our future performance will be subject to a number of business factors, including those beyond our control, such as a 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 achieve profitable operations.

Results of Operations

Revenue

	2015		2014		Change ($)			Change (%)
Three months ended June 30,
Corporate Quotestream	$	675,037	$	666,499	$	8,538			1	%
Individual Quotestream		408,764		452,124		(43,360	)		(10	)%
Total Portfolio Management Systems		1,083,801		1,118,623		(34,822	)		(3	)%
Interactive Content and Data Applications		1,119,278		1,160,333		(41,055	)		(4	)%
Total Licensing Revenue	$	2,203,079	$	2,278,956	$	(75,877	)		(3	%)

15

Six months ended June 30,
Corporate Quotestream	$	1,360,723	$	1,311,243	$	49,480		4	%
Individual Quotestream		814,661		875,819		(61,158	)	(7	)%
Total Portfolio Management Systems		2,175,384		2,187,062		(11,678	)	(1	)%
Interactive Content and Data Applications		2,216,012		2,315,961		(99,949	)	(4	)%
Total Licensing Revenue	$	4,391,396	$	4,503,023	$	(111,627	)	(2	)%

Total licensing revenue decreased 3% and 2% when comparing the three and six months ended June 30, 2015 and 2014. Our revenue was negatively impacted by the change in average exchange rates from the comparatives periods in 2014. The Canadian dollar has depreciated an average of 12.7% and 12.5% versus the U.S. dollar for the three and six months ending June 30, 2015 compared to the same periods in 2014. This resulted in lowering our reported Canadian dollar revenues by approximately $78,000 and $151,000 for the three and six month periods ending June 30, 2015 once translated into U.S. dollars. Had exchange rates remained unchanged from the comparative periods, revenue would have increased 0.1% and 1% when comparing the three and six months ended June 30, 2015 and 2014.

Our Portfolio Management System revenue decreased by a total of $34,822 (3%) when comparing the three month periods ended June 30, 2015 and 2014. Portfolio Management System revenue decreased by a total of $11,678 (1%) when comparing the six month periods ended June 30, 2015 and 2014.

Corporate Quotestream revenue increased $8,538 (1%) for the three month period ended June 30, 2015 from the comparative period in 2014. Corporate Quotestream revenue increased $49,480 (4%) when comparing the six month periods ended June 30, 2015 and 2014. The increases are due to new contracts signed since the comparative periods, offset by the depreciation of the Canadian dollar. The depreciation of the Canadian dollar resulted in a 4.7% decrease in Corporate Quotestream revenue from the comparative periods as approximately 36% of our Corporate Quotestream revenue is in Canadian dollars.

Individual Quotestream revenue decreased $43,360 (10%) and $61,158 (7%) from the three and six month comparative periods in 2014. The decreases resulted from a decrease in the number of subscribers from the comparative periods and from the depreciation of the Canadian dollar. The depreciation of the Canadian dollar resulted in a 4.6% decrease in Individual Quotestream revenue from the comparative periods as approximately 40% of our individual Quotestream revenue is in Canadian dollars.

Interactive Content and Data Application revenue decreased $41,055 (4%) when comparing the three month periods ended June 30, 2015 and 2014. Interactive Content and Data Application revenue decreased $99,949 (4%) when comparing the six month periods ended June 30, 2015 and 2014. The decreases from the comparative periods are due to a decrease in average revenue per Interactive Content and Data Application client contract. Approximately half (2%) of the decreases were due to the depreciation of the Canadian dollar as 17% of our Interactive Content and Data Application revenue is in Canadian dollars.

16

Cost of Revenue and Gross Profit Summary

	2015			2014			Change ($)			Change (%)
Three months ended June 30,
Cost of revenue	$	1,272,513		$	1,239,493		$	33,020			3	%
Gross profit	$	930,566		$	1,039,463		$	(108,897	)		(10	)%
Gross margin %		42	%		46	%

Six months ended June 30,
Cost of revenue	$	2,533,911		$	2,512,776		$	21,135		1	%
Gross profit	$	1,857,485		$	1,990,247		$	(132,762	)	(7	)%
Gross margin %		42	%		44	%

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

Cost of revenue increased 3% and 1% when comparing the three and six month periods ended June 30, 2015 and 2014. We incurred increased financial content fees from the comparative periods due to new and increased fees levied by a number of content providers, offset by the cost savings from switching data line vendors.

Overall, the cost of revenue increased as a percentage of sales, as evidenced by our gross margin percentages of 42% for the three and six month periods ended June 30, 2015 compared to 46% and 44% in the respective periods in 2014.

Operating Expenses Summary

	2015		2014		Change ($)			Change (%)
Three months ended June 30,
Sales and marketing	$	637,953	$	406,782	$	231,171			57	%
General and administrative		512,853		518,762		(5,909	)		(1	)%
Software development		249,768		298,760		(48,992	)		(16	)%
Total operating expenses	$	1,400,574	$	1,224,304	$	176,270			14	%

17

Six months ended June 30,
Sales and marketing	$	1,018,633	$	820,860	$	197,773		24	%
General and administrative		996,271		1,058,362		(62,091	)	(6	)%
Software development		510,108		543,172		(33,064	)	(6	)%
Total operating expenses	$	2,525,012	$	2,422,394	$	102,618		4	%

Sales and Marketing

Sales and marketing consists primarily of sales and customer service salaries, investor relations, travel and advertising expenses. Sales and marketing expenses increased $231,171 (57%) and $197,773 (24%) when comparing the three and six month periods ended June 30, 2015 and 2014.

The increases are due to the extension of stock options and warrants in May 2015. On May 15, 2015, the Company extended the term of a total of 8,458,803 options and warrants. The extension of the options and warrants was accounted for as an exchange of the original awards for new awards. The incremental increase in fair value of the new awards resulted in additional stock-based compensation expenses totaling $278,828 that was recognized in full in May 2015. Of the $278,828 stock-based compensation expense recognized, $268,493 was classified as sales and marketing expense.

The increases from the comparative periods were offset by the 13% depreciation of the Canadian dollar versus the U.S. dollar from the comparative periods, as the majority of our sales and marketing expenses are incurred in Canadian dollars.

General and Administrative

General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses decreased $5,909 (1%) and $62,091 (6%) for the three and six month periods ended June 30, 2015 when compared to the same periods in 2014. The decreases from the comparative periods are primarily due to a decrease in customer service outsourcing expenses. Starting in July 2013, we outsourced our level 1 customer service functions. This outsourcing agreement was terminated effective May 31, 2014 and customer service functions were moved back in house and included in development expenses.

Software Development

Software development expenses consist primarily of costs associated with the design, programming, and testing of our software applications prior to the establishment of technological feasibility. Software development expenses also include costs incurred to maintain our software applications.

Software development expenses decreased $48,992 (16%) for the three month period ended June 30, 2015 and $33,064 (6%) for the six month period ended June 30, 2015 when compared to the same periods in 2014. The decreases from the comparative periods are due mainly to the depreciation of the Canadian dollar, as the Canadian dollar depreciated an average of 13% versus the U.S. dollar and our development expenses are incurred mainly in Canadian dollars.

18

We capitalized $170,381 and $345,598 of development costs for the three and six months ended June 30, 2015, compared to $209,949 and $403,246 for the same periods in 2014. 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.

Other Income and (Expense) Summary

	2015			2014
Three months ended June 30,
Foreign exchange gain (loss)	$	(39,895	)	$	(48,806	)
Interest expense		(217,701	)		(191,617	)
Total other income and (expenses)	$	(257,596	)	$	(240,423	)

Six months ended June 30,

Foreign exchange gain (loss)	$	58,103		$	(22,585	)
Interest expense		(426,952	)		(376,845	)
Total other income and (expenses)	$	(368,849	)	$	(399,430	)

Foreign Exchange Gain (Loss)

Exchange gains and losses primarily arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars. The change in fair value for outstanding foreign exchange forward contracts is also included in foreign exchanges gains and losses as well as gains and losses recognized from foreign exchange forward contracts exercised during the period.

We recognized a foreign exchange loss of $39,895 and a gain of $58,103 for the three and six month periods ended June 30, 2015, compared to foreign exchange losses of $48,806 and $22,585 for the same periods in 2014. The foreign exchange loss for the three month period ended June 30, 2015 was due to the loss arising from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars, as we have a net Canadian dollar liability and the U.S. dollar depreciated 2.3% versus the Canadian dollar when comparing the foreign exchange rate at March 31, 2015 versus the rate at June 30, 2015.

The foreign exchange gain for the six month period ended June 30, 2015 is due to the gain arising from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars as we have a net Canadian dollar liability and the Canadian dollar depreciated 6.3% versus the U.S. dollar from December 31, 2014 to June 30, 2015. The foreign exchange gain was offset by losses related to foreign currency contracts exercised during Q1 2015.

19

Interest Expense

Interest is accrued on certain amounts owed to related parties. Interest expense increased for the three and six month periods ended June 30, 2015 due to additional borrowings compared to the same periods in 2014. Interest is accrued at 10% per annum. Interest income earned on cash balances is netted against interest expenses.

Provision for Income Taxes

For the three and six month periods ended June 30, 2015, the Company recorded Canadian income tax expense of $812 and $1,620, compared to $917 and $1,824 in the comparative periods in 2014.

Net Loss for the Period

As a result of the foregoing, net loss for the three months ended June 30, 2015 was $(728,416) or $(0.01) per share compared to a net loss of $(426,181) or $(0.00) per share for the three months ended June 30, 2014. The net loss for the six months ended June 30, 2015 was $(1,037,996) or $(0.01) per share compared to a net loss of $(833,401) or $(0.01) per share for the six months ended June 30, 2014.

Liquidity and Capital Resources

Our cash totaled $231,385 at June 30, 2015, as compared with $423,053 at December 31, 2014, a decrease of $191,668. Net cash of $240,271 was provided by operations for the six months ended June 30, 2015, primarily due to the increase in amounts due to related parties and deferred revenue, offset by the net loss for the period adjusted for non-cash charges. Net cash used in investing activities for the six months ended June 30, 2015 was $431,939 resulting from capitalized application software costs and the purchase of new computer equipment. There were no financing activities for the six month period ended June 30, 2015.

For the six months ended June 30, 2015 we had a net loss of $1,037,996, and at June 30, 2015 we have a net working capital deficit of $1,088,242 which represented current assets minus current liabilities.

We have a plan in place for the next 12 months to ensure that our ongoing expenditures are balanced with our expected revenue growth rate. We anticipate that based on product deployments that have recently been completed and are near completion, we will see moderate revenue growth for the next 12 months. Our current liabilities include deferred revenue of $651,195. The costs expected to be incurred to realize the deferred revenue in the next 12 months are minimal. Our long-term liabilities include $8,937,285 due to related parties. All repayments of amounts due to related parties must be approved by our Board of Directors. Repayments are subject to our company having sufficient cash on hand and are intended not to impair continuing business operations.

Based on the factors discussed above, we believe that our cash on hand and cash generated from operations will be sufficient to fund our current operations for at least the next 12 months. However, to implement our business plan may require additional financing. Additional financings may come from future equity or debt offerings that could result in dilution to our stockholders.

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

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ITEM 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 June 30, 2015 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 three months ended June 30, 2015, 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.

21

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.
101	Interactive Data Files (Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2015, furnished in XBRL (eXtensible Business Reporting Language)).

22

SIGNATURES

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

	QUOTEMEDIA, INC.
Dated: August 14, 2015	By:	/s/ R. Keith Guelpa
		R. Keith Guelpa,
		President and Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Keith J. Randall
		Keith J. Randall,
		Chief Financial Officer
		(Principal Accounting Officer)

23

EX-31.1

Exhibit 31.1

CERTIFICATION

I, R. Keith Guelpa, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Quotemedia, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2015

By: /s/ R. Keith Guelpa

R. Keith Guelpa

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Keith J. Randall, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Quotemedia, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2015

By: /s/ Keith J. Randall

Keith J. Randall

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Quotemedia, Inc. (the "Company") for the quarterly period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, R. Keith Guelpa, Chief Executive Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ R. Keith Guelpa

____________________

R. Keith Guelpa

Chief Executive Officer

August 14, 2015

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Quotemedia, Inc. (the "Company") for the quarterly period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Keith J. Randall, Chief Financial Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Keith J. Randall

____________________

Keith J. Randall

Chief Financial Officer

August 14, 2015

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RELATED PARTIES

6 Months Ended

Jun. 30, 2015

Related Parties

Note 4. RELATED PARTIES

The following table summarizes amounts due to related parties at June 30, 2015 and December 31, 2014:

	June 30, 2015		December 31, 2014
Purchase of business unit	$	170,644	$	171,576
Computer hosting services		45,123		43,579
Office rent		1,014,023		1,005,367
Other		17,276		17,276
Loan		879,123		850,112
Lead generation services		1,220,014		1,160,754
Due to Management		5,591,082		5,149,496
	$	8,937,285	$	8,398,160

As a matter of policy, all related party transactions are subject to review and approval by the Company’s Board of Directors. All repayments of amounts due to related parties must be approved by our Board of Directors. Repayments are subject to our company having sufficient cash on hand and are intended not to impair continuing business operations. All amounts due to related parties have been classified as non-current liabilities as we do not expect to make any repayments within a year of the June 30, 2015 balance sheet date. Our related party creditors have agreed to these repayment terms.

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FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2015

Financial Instruments

Note 3. FINANCIAL INSTRUMENTS

a) Fair value of financial instruments

FASB ASC 820, Fair Value Measurements and Disclosures establishes three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities (referred to as Level 1), observable inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).

From time to time we utilize forward contracts that are measured at fair market value on a recurring basis based on Level 2 inputs. We had no forward contracts outstanding at June 30, 2015. At December 31, 2014, the fair market value for forward contracts was a liability of $5,297 and was included in accrued liabilities.

b) Derivative instruments

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

We account for derivatives and hedging activities in accordance with FASB ASC 815, Derivatives and Hedging, which requires that all derivative instruments be recorded on the balance sheet at their respective fair values. The accounting for changes in the fair value of a derivative instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship.

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

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

	June 30, 2015				December 31, 2014
	Notional Amount		Net Asset (Liability)		Notional Amount		Net Asset (Liability)
Forward contracts		-		-	$	200,000	$	(5,297	)

We are required to maintain a margin deposit with a foreign exchange corporation based on the value of the forward contracts outstanding. There were no margin deposits at June 30, 2015. Margin deposits totaling $11,500 are included in other current assets at December 31, 2014.

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 231,385	$ 423,053
Accounts receivable, net of allowance for doubtful accounts of $90,000 at June 30, 2015 and December 31, 2014	328,958	405,727
Prepaid expenses	65,200	48,985
Other current assets	44,566	40,940
Total current assets	670,109	918,705
Deposits	20,847	19,273
Property and equipment, net	1,477,193	1,486,267
Goodwill	110,000	110,000
Intangible assets	79,499	82,468
Total assets	2,357,648	2,616,713
Current liabilities:
Accounts payable and accrued liabilities	1,107,156	1,249,659
Deferred revenue	651,195	559,214
Total current liabilities	1,758,351	1,808,873
Long-term portion of amounts due to related parties	$ 8,937,285	$ 8,398,160
Stockholders' deficit:
Preferred stock, nondesignated, 10,000,000 shares authorized, none issued
Common stock, $0.001 par value, 150,000,000 shares authorized, 90,477,798 and 90,444,162 shares issued and outstanding	$ 90,479	$ 90,445
Additional paid-in capital	9,288,486	8,998,192
Accumulated deficit	(17,716,953)	(16,678,957)
Total stockholders' deficit	(8,337,988)	(7,590,320)
Total liabilities and stockholders' deficit	$ 2,357,648	$ 2,616,713

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2015

Basis Of Presentation

Note 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 June 30, 2015 through the filing of this report.

These financial statements should be read in conjunction with our financial statements and the notes thereto for the fiscal year ended December 31, 2014 contained in our Form 10-K filed with the Securities and Exchange Commission dated March 31, 2015.

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STOCK-BASED COMPENSATION (Details 2) - 6 months ended Jun. 30, 2015 - $ / shares	Total
Options and Warrants
Outstanding - Opening Balance	11,877,803
Stock options granted	490,000
Warrants granted	7,968,803
Stock options forfeited/expired	(595,000)
Warrants forfeited/expired	(7,968,803)
Outstanding - Ending Balance	11,772,803
Weighted-Average Exercise Price
Weighted-Average Exercise Price Outstanding - Opening Balance	$ 0.04
Stock options granted	0.04
Warrants granted	0.04
Stock options forfeited/expired	0.04
Warrants forfeited/expired	0.04
Weighted-Average Exercise Price Outstanding - Ending Balance	$ 0.04

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STOCK-BASED COMPENSATION (Details 4) - $ / shares	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Number Outstanding	11,772,803	11,877,803
Weighted-Average Exercise Price	$ 0.04	$ 0.04
0.03-0.07
Number Outstanding	11,772,803
Weighted Average Remaining Contractual Life	9 years 5 months 12 days
Weighted-Average Exercise Price	$ 0.04
Number Exercisable	11,484,482
Weighted-Average Exercise Price	$ 0.04

XML

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2015

Significant Accounting Policies

Note 2. SIGNIFICANT ACCOUNTING POLICIES

a) Nature of operations

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

b) Basis of consolidation

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

c) Foreign currency translation and transactions

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

d) 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 $90,000 as at June 30, 2015 and December 31, 2014.

e) Accounting Pronouncements

New Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard is effective for public entities for annual and interim periods beginning after December 15, 2017. Early adoption is not permitted. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), which makes amendments to the codification topic 718, Accounting for Share-Based Payments, when the terms of an award provide that a performance target could be achieved after the requisite service period. The new accounting standards update becomes effective for the Company on January 1, 2016. The Company does not expect that this guidance will have an impact on its financial position, results of operations or cash flows as the Company does not currently have any outstanding awards with a performance target that could be achieved after the requisite service period.

In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties About an Entity's Ability to Continue as a Going Concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

In April 2015, the FASB issued Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The amendment requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The new standard is limited to the presentation of debt issuance costs and does not affect the recognition or measurement of debt issuance costs. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2015. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

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.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Condensed Consolidated Balance Sheets Parenthetical
Allowance for doubtful accounts	$ 90,000	$ 90,000
Stockholders' deficit:
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	90,477,798	90,444,162
Common stock, shares outstanding	90,477,798	90,444,162

XML

FINANCIAL INSTRUMENTS (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Net Asset (Liability)	$ 0	$ (5,297)
Forward Contracts [Member]
Notional Amount		200,000
Net Asset (Liability)		$ (5,297)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Document And Entity Information
Entity Registrant Name	QUOTEMEDIA INC
Entity Central Index Key	0001101433
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		90,477,798
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

XML

FINANCIAL INSTRUMENTS (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Financial Instruments Details Narrative
Fair market value for forward contract	$ 0	$ (5,297)
Margin deposits totaling	$ 0	$ 11,500

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Consolidated Statements Of Operations
Revenue	$ 2,203,079	$ 2,278,956	$ 4,391,396	$ 4,503,023
Cost of revenue	1,272,513	1,239,493	2,533,911	2,512,776
Gross profit	930,566	1,039,463	1,857,485	1,990,247
Operating expenses
Sales and marketing	637,953	406,782	1,018,633	820,860
General and administrative	512,853	518,762	996,271	1,058,362
Software development	249,768	298,760	510,108	543,172
Total operating expenses	1,400,574	1,224,304	2,525,012	2,422,394
Operating loss	(470,008)	(184,841)	(667,527)	(432,147)
Other income and (expense)
Foreign exchange gain (loss)	(39,895)	(48,806)	58,103	(22,585)
Interest expense (related party)	(217,701)	(191,617)	(426,952)	(376,845)
Total other income and (expense)	(257,596)	(240,423)	(368,849)	(399,430)
Loss before income taxes	(727,604)	(425,264)	(1,036,376)	(831,577)
Provision for income taxes	(812)	(917)	(1,620)	(1,824)
Net loss	$ (728,416)	$ (426,181)	$ (1,037,996)	$ (833,401)
Loss per share
Basic and diluted loss per share	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average shares outstanding
Basic and diluted	90,461,165	90,444,162	90,452,710	90,444,162

XML

SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2015

Significant Accounting Policies Policies

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.

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.

Foreign currency translation and transactions

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

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 $90,000 as at June 30, 2015 and December 31, 2014.

Accounting Pronouncements

New Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard is effective for public entities for annual and interim periods beginning after December 15, 2017. Early adoption is not permitted. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), which makes amendments to the codification topic 718, Accounting for Share-Based Payments, when the terms of an award provide that a performance target could be achieved after the requisite service period. The new accounting standards update becomes effective for the Company on January 1, 2016. The Company does not expect that this guidance will have an impact on its financial position, results of operations or cash flows as the Company does not currently have any outstanding awards with a performance target that could be achieved after the requisite service period.

In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties About an Entity's Ability to Continue as a Going Concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

In April 2015, the FASB issued Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The amendment requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The new standard is limited to the presentation of debt issuance costs and does not affect the recognition or measurement of debt issuance costs. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2015. The Company is currently evaluating the impact that this guidance will have on our consolidated financial position, results of operations and related disclosures.

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.

XML

LOSS PER SHARE

6 Months Ended

Jun. 30, 2015

Loss Per Share

Note 6. LOSS PER SHARE

The basic and diluted net loss per share was $(0.01) and $(0.00) per share for the three months ended June 30, 2015 and 2014, respectively. The basic and diluted net loss per share was $(0.01) and $(0.01) per share for the six months ended June 30, 2015 and 2014, respectively. There were 11,772,803 stock options and warrants excluded from the calculation of dilutive loss per share for the three and six months ended June 30, 2015, because they were anti-dilutive. There were 12,377,803 stock options and warrants excluded from the calculation of dilutive loss per share for the comparative three and six months ended June 30, 2014, because they were anti-dilutive.

XML

STOCK-BASED COMPENSATION (Details 3) - 6 months ended Jun. 30, 2015 - $ / shares	Total
Options and Warrants
Outstanding - Opening Balance	298,323
Vested during the period	(10,002)
Outstanding - Ending Balance	288,321
Weighted- Average Grant Date Fair Value
Weighted-Average Exercise Price Outstanding - Opening Balance	$ 0.04
Vested during the period	0.07
Weighted-Average Exercise Price Outstanding - Ending Balance	$ 0.03

XML

RELATED PARTIES (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Due to related parties	$ 8,937,285	$ 8,398,160
Purchase of Business Unit
Due to related parties	170,644	171,576
Computer Hosting Services
Due to related parties	45,123	43,579
Office Rent
Due to related parties	1,014,023	1,005,367
Other
Due to related parties	17,276	17,276
Loan
Due to related parties	879,123	850,112
Lead Generation Services
Due to related parties	1,220,014	1,160,754
Due to Management
Due to related parties	$ 5,591,082	$ 5,149,496

XML

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2015

Stock-based Compensation Tables

Total estimated stock-based compensation expense

	Three months ended June 30,				Six months ended June 30,
	2015		2014		2015		2014
Sales and marketing	$	269,759	$	1,374	$	271,658	$	1,736
General and administrative		12,909		2,001		14,910		4,002
Development		60		-		60		-
Total stock-based compensation	$	282,728	$	3,375	$	286,628	$	5,738

Stock option and warrant activity

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Expected dividend yield		-			-			-			-
Expected stock price volatility		287	%		206	%		287	%		206	%
Risk-free interest rate		4	%		4	%		4	%		4	%
Expected life of options		5.00			5.86			5.00			5.86
Weighted average fair value of options and warrants granted	$	0.11		$	0.03		$	0.11		$	0.03

Option and Warrats

				Weighted-
	Options and			Average
	Warrants			Exercise Price
Outstanding at December 31, 2014		11,877,803		$	0.04
Stock options granted		490,000		$	0.04
Warrants granted		7,968,803		$	0.04
Stock options forfeited/expired		(595,000	)	$	0.04
Warrants forfeited/expired		(7,968,803	)	$	0.04
Outstanding at June 30, 2015		11,772,803		$	0.04

Nonvested stock option and warrant activity

				Weighted-
	Options and			Average Grant
	Warrants			Date Fair Value
Non-vested stock options and warrants at
December 31, 2014		298,323		$	0.04
Vested during the period		(10,002	)	$	0.07
Non-vested stock options and warrants at
June 30, 2015		288,321		$	0.03

						Options and Warrants
		Options and Warrants Outstanding				Exercisable
			Weighted
		Number	Average	Weighted		Number	Weighted
		Outstanding at	Remaining	Average		Exercisable at	Average
		June 30,	Contractual	Exercise		June 30,	Exercise
		2015	Life	Price		2015		Price
$	0.03-0.07	11,772,803	9.45	$	0.04	11,484,482	$	0.04

XML

FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2015

Financial Instruments Tables

Fair value of the derivatives

	June 30, 2015				December 31, 2014
	Notional Amount		Net Asset (Liability)		Notional Amount		Net Asset (Liability)
Forward contracts		-		-	$	200,000	$	(5,297	)

XML

RELATED PARTIES (Tables)

6 Months Ended

Jun. 30, 2015

Related Parties Tables

Amounts due to related parties

	June 30, 2015		December 31, 2014
Purchase of business unit	$	170,644	$	171,576
Computer hosting services		45,123		43,579
Office rent		1,014,023		1,005,367
Other		17,276		17,276
Loan		879,123		850,112
Lead generation services		1,220,014		1,160,754
Due to Management		5,591,082		5,149,496
	$	8,937,285	$	8,398,160

XML

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Significant Accounting Policies Details Narrative
Allowance for doubtful accounts	$ 90,000	$ 90,000

XML

STOCK-BASED COMPENSATION (Details 1) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock-based Compensation Details 1
Expected dividend yield
Expected stock price volatility	287.00%	206.00%	287.00%	206.00%
Risk-free interest rate	4.00%	4.00%	4.00%	4.00%
Expected life of options	5 years	5 years 10 months 10 days	5 years	5 years 10 months 10 days
Weighted average fair value of options and warrants granted	$ 0.11	$ 0.03	$ 0.11	$ 0.03

XML

LOSS PER SHARE (Details Narrative) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Loss Per Share Details Narrative
Loss per share - basic and diluted	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.01)
Stock options and warrants excluded from the calculation of dilutive loss per share because they were anti-dilutive	11,772,803	12,377,803	11,772,803	12,377,803

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Operating activities:
Net loss	$ (1,037,996)	$ (833,401)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	443,982	421,610
Bad debt expense	73,456	8,826
Stock-based compensation expense	290,328	5,738
Changes in assets and liabilities:
Accounts receivable	3,313	52,396
Prepaid expenses	(16,215)	(5,549)
Other current assets	(3,626)	(8,081)
Deposits	(1,574)	(49)
Accounts payable and amounts due to related parties	396,622	784,219
Deferred revenue	91,981	74,380
Net cash provided by operating activities	240,271	500,089
Investing activities:
Purchase of fixed assets	(86,341)	(72,057)
Capitalized application software	(345,598)	(403,246)
Net cash used in investing activities	(431,939)	(475,303)
Net increase (decrease) in cash	(191,668)	24,786
Cash and equivalents, beginning of period	423,053	425,899
Cash and equivalents, end of period	$ 231,385	$ 450,685

XML

STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2015

Stock-based Compensation

Note 5. STOCK-BASED COMPENSATION

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 estimated stock-based compensation expense, related to all of the Company’s stock-based awards, recognized for the three and six months ended June 30, 2015 and 2014 was comprised as follows:

	Three months ended June 30,				Six months ended June 30,
	2015		2014		2015		2014
Sales and marketing	$	269,759	$	1,374	$	271,658	$	1,736
General and administrative		12,909		2,001		14,910		4,002
Development		60		-		60		-
Total stock-based compensation	$	282,728	$	3,375	$	286,628	$	5,738

At June 30, 2015 there was $16,306 of unrecognized compensation cost related to non-vested share-based payments which is expected to be recognized over a weighted-average period of 0.70 years.

We calculate the fair value of stock options and warrants granted under the provisions of FASB ASC 718 using the Black-Scholes valuation model with the following assumptions:

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Expected dividend yield		-			-			-			-
Expected stock price volatility		287	%		206	%		287	%		206	%
Risk-free interest rate		4	%		4	%		4	%		4	%
Expected life of options		5.00			5.86			5.00			5.86
Weighted average fair value of options and warrants granted	$	0.11		$	0.03		$	0.11		$	0.03

The following table represents stock option and warrant activity for the six months ended June 30, 2015:

				Weighted-
	Options and			Average
	Warrants			Exercise Price
Outstanding at December 31, 2014		11,877,803		$	0.04
Stock options granted		490,000		$	0.04
Warrants granted		7,968,803		$	0.04
Stock options forfeited/expired		(595,000	)	$	0.04
Warrants forfeited/expired		(7,968,803	)	$	0.04
Outstanding at June 30, 2015		11,772,803		$	0.04

The following table summarizes our non-vested stock option and warrant activity for the six months ended June 30, 2015:

				Weighted-
	Options and			Average Grant
	Warrants			Date Fair Value
Non-vested stock options and warrants at
December 31, 2014		298,323		$	0.04
Vested during the period		(10,002	)	$	0.07
Non-vested stock options and warrants at
June 30, 2015		288,321		$	0.03

						Options and Warrants
		Options and Warrants Outstanding				Exercisable
			Weighted
		Number	Average	Weighted		Number	Weighted
		Outstanding at	Remaining	Average		Exercisable at	Average
		June 30,	Contractual	Exercise		June 30,	Exercise
		2015	Life	Price		2015		Price
$	0.03-0.07	11,772,803	9.45	$	0.04	11,484,482	$	0.04

On May 15, 2015, the Company’s Board of Directors and Compensation Committee authorized extending the term of a total of 8,458,803 options and warrants held by certain directors, executives, and employees of the Company. The expiry dates of the options and warrants were extended by ten years. All other terms remained unchanged. The extension of the options and warrants was accounted for as an exchange of the original awards for new awards. The incremental increase in fair value of the new awards resulted in additional stock-based compensation expenses totaling $278,828 that was recognized in full in May 2015.

As at June 30, 2015 all new 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. Extended options and warrants that were accounted for as an exchange of the original awards for new awards were granted with the same exercise price as the original awards. There was no cash received from the exercise of stock options or warrants for the six months ended June 30, 2015.

At June 30, 2015 the aggregate intrinsic value of options and warrants outstanding was $641,785. The aggregate intrinsic value of options and warrants exercisable was $625,827. 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.

XML

Label	Element	Value
Net loss	us-gaap_NetIncomeLoss	$ (426,181)
Net loss	us-gaap_NetIncomeLoss	$ (728,416)

XML

STOCK-BASED COMPENSATION (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Total stock-based compensation	$ 282,728	$ 3,375	$ 286,628	$ 5,738
Selling and marketing
Total stock-based compensation	269,759	1,374	271,658	1,736
General and administrative
Total stock-based compensation	12,909	$ 2,001	14,910	$ 4,002
Development
Total stock-based compensation	$ 60		$ 60