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~~“smaller reporting ~~company"~~company” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act. (Check one):

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 ~~August 3,~~November 1, 2021.

	June 30, 2021			December 31, 2020			September 30, 2021			December 31, 2020
ASSETS

Current assets:
Cash and cash equivalents	$	627,229		$	417,910		$	271,696		$	417,910
Accounts receivable, net		456,571			698,334			683,849			698,334
Prepaid expenses		203,378			108,477			236,642			108,477
Other current assets		38,895			113,826			38,323			113,826
Total current assets		1,326,073			1,338,547			1,230,510			1,338,547

Deposits		21,297			15,886			16,150			15,886
Property and equipment, net		3,092,739			2,755,537			3,289,262			2,755,537
Goodwill		110,000			110,000			110,000			110,000
Intangible assets		68,416			61,914			66,636			61,914
Operating lease right-of-use assets		857,680			671,402			843,973			671,402

Total assets	$	5,476,205		$	4,953,286		$	5,556,531		$	4,953,286

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	2,393,149		$	2,026,741		$	2,359,299		$	2,026,741
Deferred revenue		739,272			544,902			753,409			544,902
Current portion of operating lease liabilities		181,240			164,843			178,767			164,843
Current portion of finance lease liabilities		2,704			11,951			2,762			11,951
Total current liabilities		3,316,365			2,748,437			3,294,237			2,748,437

Paycheck Protection Program loan (Note 8)		0			133,257			0			133,257
Long-term portion of operating lease liabilities		637,084			504,783			578,383			504,783
Long-term portion of finance lease liabilities		715			2,108			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 June 30, 2021 and December 31, 2020		2,983,857			2,983,857
123,685 at September 30, 2021 and December 31, 2020								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 June 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 September 30, 2021 and December 31, 2020								90,479			90,479
Additional paid-in capital		19,619,761			19,605,883			19,626,700			19,605,883
Accumulated deficit		(21,172,056	)		(21,115,518	)		(21,017,125	)		(21,115,518	)
Total stockholders’ deficit		(1,461,816	)		(1,419,156	)		(1,299,946	)		(1,419,156	)

Total liabilities and stockholders’ deficit	$	5,476,205		$	4,953,286		$	5,556,531		$	4,953,286

	Three-months ended June 30,						Six-months ended June 30,						Three-months ended September 30,						Nine-months ended September 30,
	2021			2020			2021			2020			2021			2020			2021			2020

REVENUE	$	3,833,018		$	3,029,199		$	7,439,236		$	5,995,783		$	3,818,713		$	3,140,358		$	11,257,949		$	9,136,141

COST OF REVENUE		2,186,357			1,589,190			4,249,997			3,088,674			2,033,020			1,706,476			6,283,017			4,795,150

GROSS PROFIT		1,646,661			1,440,009			3,189,239			2,907,109			1,785,693			1,433,882			4,974,932			4,340,991

OPERATING EXPENSES

Sales and marketing		620,122			532,061			1,258,986			1,049,541			623,821			552,960			1,882,807			1,602,501
General and administrative		685,731			612,693			1,292,971			1,262,746			650,191			555,002			1,943,162			1,817,748
Software development		439,045			415,192			846,333			841,019			411,137			405,703			1,257,470			1,246,722
		1,744,898			1,559,946			3,398,290			3,153,306			1,685,149			1,513,665			5,083,439			4,666,971

OPERATING LOSS		(98,237	)		(119,937	)		(209,051	)		(246,197	)
OPERATING INCOME (LOSS)														100,544			(79,783	)		(108,507	)		(325,980	)
																��
OTHER INCOME (EXPENSES)

Foreign exchange gain (loss)		19,880			(5,249	)		22,328			5,957
Foreign exchange gain														55,278			5,930			77,606			11,887
Interest expense		(451	)		(1,191	)		(1,459	)		(2,718	)		(101	)		(701	)		(1,560	)		(3,419	)
Other income (Note 8)		0			0			133,257			0			0			0			133,257			0
		19,429			(6,440	)		154,126			3,239			55,177			5,229			209,303			8,468

NET LOSS BEFORE INCOME TAXES		(78,808	)		(126,377	)		(54,925	)		(242,958	)
NET INCOME (LOSS) BEFORE INCOME TAXES														155,721			(74,554	)		100,796			(317,512	)

Income tax expense		(817	)		(721	)		(1,613	)		(1,465	)		(790	)		(751	)		(2,403	)		(2,216	)

NET LOSS	$	(79,625	)	$	(127,098	)	$	(56,538	)	$	(244,423	)
NET INCOME (LOSS)													$	154,931		$	(75,305	)	$	98,393		$	(319,728	)

LOSS PER SHARE
EARNINGS (LOSS) PER SHARE

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
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	)

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic and diluted		90,477,798			90,477,798			90,477,798			90,477,798
Basic														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

	Series A Redeemable Convertible Preferred Stock				Common Stock				Additional					Total Stockholders’			Series A Redeemable Convertible Preferred Stock				Common Stock				Additional					Total Stockholders’
Three-months ended June 30, 2020:	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Equity (Deficit)
Balance, March 31, 2020		123,685	$	2,983,857		90,477,798	$	90,479	$	19,580,002	$	(20,586,519	)	$	(916,038	)
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		12,003		0			12,003			-		0		-		0		6,939		0			6,939

Net loss		-		0		-		0		0		(127,098	)		(127,098	)		-		0		-		0		0		(75,305	)		(75,305	)

Balance, June 30, 2020		123,685	$	2,983,857		90,477,798	$	90,479	$	19,592,005	$	(20,713,617	)	$	(1,031,133	)
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’			Series A Redeemable Convertible Preferred Stock				Common Stock				Additional					Total Stockholders’
Six-months ended June 30, 2020:	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Equity (Deficit)
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	)		123,685	$	2,983,857		90,477,798	$	90,479	$	19,568,011	$	(20,469,194	)	$	(810,704	)

Stock-based compensation		-		0		-		0		23,994		0			23,994			-		0		-		0		30,933		0			30,933

Net loss		-		0		-		0		0		(244,423	)		(244,423	)		-		0		-		0		0		(319,728	)		(319,728	)

Balance, June 30, 2020		123,685	$	2,983,857		90,477,798	$	90,479	$	19,592,005	$	(20,713,617	)	$	(1,031,133	)
Balance, September 30, 2020																		123,685	$	2,983,857		90,477,798	$	90,479	$	19,598,944	$	(20,788,922	)	$	(1,099,499	)

	Six-months ended June 30,						Nine-months ended September 30,
	2021			2020			2021			2020
OPERATING ACTIVITIES:

Net loss	$	(56,538	)	$	(244,423	)
Net income (loss)							$	98,393		$	(319,728	)

Adjustments to reconcile loss to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		750,866			627,339			1,182,917			971,274
Stock-based compensation expense		13,878			23,994			20,817			30,933
Gain on forgiveness of PPP loan (Note 8)		(133,257	)		0			(133,257	)		0
Changes in assets and liabilities:
Accounts receivable		241,763			(109,956	)		14,485			(47,981	)
Prepaid expenses		(94,901	)		7,058			(128,165	)		(31,936	)
Other current assets		74,931			(19,679	)		75,503			(42,470	)
Deposits		(5,411	)		(757	)		(264	)		(671	)
Accounts payable, accrued and other liabilities		328,828			264,806			247,511			454,803
Deferred revenue		194,370			(206	)		208,507			87,173
Net cash provided by operating activities		1,314,529			548,176			1,586,447			1,101,397

INVESTING ACTIVITIES:

Purchase of fixed assets		(35,628	)		(69,104	)		(89,627	)		(111,060	)
Purchase of intangible assets		(9,999	)		(17,128	)		(9,999	)		(17,127	)
Capitalized application software		(1,048,943	)		(765,232	)		(1,621,738	)		(1,225,899	)
Net cash used in investing activities		(1,094,570	)		(851,464	)		(1,721,364	)		(1,354,086	)

FINANCING ACTIVITIES:

Paycheck Protection Program loan		0			141,257			-			141,257
Repayment of finance lease obligations		(10,640	)		(17,444	)		(11,297	)		(25,503	)
Net cash provided by (used) in financing activities		(10,640	)		123,813			(11,297	)		115,754

Net increase (decrease) in cash		209,319			(179,475	)
Net decrease in cash								(146,214	)		(136,935	)

Cash and equivalents, beginning of period		417,910			815,487			417,910			815,487

Cash and equivalents, end of period	$	627,229		$	636,012		$	271,696		$	678,552

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~~September 30, 2021 through the filing of this report.

As of ~~June~~September 30, 2021, the Company has a working capital deficit of ~~$1,990,292.~~$2,063,727. Our current liabilities include deferred revenue of ~~$739,272.~~$753,409. 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 contained in our Form 10-K filed with the Securities and Exchange Commission dated March 26, 2021.

We are continuing 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. 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. Given the dynamic nature of these circumstances, it is too early to assess the full impact of the COVID-19 pandemic on our ongoing business, results of operations, and overall future financial performance.

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.

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.

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 earnings in the period in which they occur.

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 as of ~~June~~September 30, 2021 and December 31, 2020. Bad debt expense was ~~$58,502~~$9,866 and ~~$23,914~~$25,664 for the three-months ended ~~June~~September 30, 2021 and 2020, respectively. Bad debt expense was ~~$78,324~~$88,210 and ~~$94,845~~$120,509 for the ~~six-months~~nine-months ended ~~June~~September 30, 2021 and 2020, respectively.

In December 2019, the FASB issued ASU ~~No.~~ 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.

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.

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.

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 June 30,				Six-months ended June 30,				Three-months ended September 30,				Nine-months ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020
Portfolio Management Systems
Corporate Quotestream	$	1,635,071	$	1,053,218	$	3,089,143	$	2,030,135	$	1,665,555	$	1,127,941	$	4,754,698	$	3,158,076
Individual Quotestream		591,415		455,492		1,154,202		894,126		571,201		485,392		1,725,404		1,379,518
Interactive Content & Data Application		1,606,532		1,520,489		3,195,891		3,071,522		1,581,957		1,527,025		4,777,847		4,598,547
Total revenue	$	3,833,018	$	3,029,199	$	7,439,236	$	5,995,783	$	3,818,713	$	3,140,358	$	11,257,949	$	9,136,141

Balance at December 31, 2020	$	544,902		$	544,902
Revenue recognized in the current period from the amounts in the beginning balance		(337,480	)		(392,540	)
New deferrals, net of amounts recognized in the current period		533,641			603,296
Effects of foreign currency translation		(1,791	)		(2,249	)
Balance at June 30, 2021	$	739,272
Balance at September 30, 2021				$	753,409

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.

The Company entered into a five-year office lease with 410734 B.C. Ltd. effective May 1, 2021 for approximately $6,800 per month. David M. Shworan is a control person of 410734 B.C. Ltd. At ~~June~~September 30, 2021 and December 31, 2020, there were no 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 ~~June~~September 30, 2021 and December 31,2020, there was ~~$5,000 and~~ $7,500 ~~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.

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.

	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020

Operating Leases

Operating lease right-of-use assets	$	857,680	$	671,402	$	843,973	$	671,402

Current portion of operating lease liability	$	181,240	$	164,843	$	178,767	$	164,843
Long-term portion of operating lease liability		637,084		504,783		578,383		504,783
Total operating lease liability	$	818,324	$	669,626	$	757,150	$	669,626

Finance Leases

Computer equipment on financing lease	$	11,929	$	101,049	$	11,929	$	101,049
Less: accumulated depreciation		10,007		85,936		11,333		85,936
Property and equipment, net	$	1,922	$	15,113	$	596	$	15,113

Current portion of finance lease liability		2,704		11,951		2,762		11,951
Long-term portion of finance lease liability		715		2,108		0		2,108
Total finance lease liability	$	3,419	$	14,059	$	2,762	$	14,059

							September 30, 2021			December 31, 2020
	June 30, 2021			December 31, 2020
Weighted Average Remaining Lease Term
Operating leases	3.8 years			4.1 years			3.9 years			4.1 years
Finance leases	1.5 years			0.9 years			1.0 years			0.9 years
Weighted Average Discount Rate
Operating leases		9.7	%		9.7	%		9.7	%		9.7	%
Finance leases		7.5	%		8.8	%		7.5	%		8.8	%

Year ending December 31,	Operating Leases			Finance Leases
2021 (excluding the six-months ended June 30, 2021)	$	129,647		$	1,434
							Operating Leases			Finance Leases

2021 (excluding the nine-months ended September 30, 2021)							$	63,554		$	717
2022		246,816			2,157			242,018			2,151
2023		234,179			0			229,347			0
2024		220,300			0			215,455			0
2025		147,590			0			144,344			0
Thereafter		20,900			0			20,441			0
Total lease payments		999,432			3,591			915,159			2,868
Less imputed interest		(181,108	)		(172	)		(158,009	)		(106	)
Total	$	818,324		$	3,419		$	757,150		$	2,762

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

	Three-months ended June 30,				Six-months ended June 30,				Three-months ended September 30,				Nine-months ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020
Operating lease costs:
Operating lease costs	$	65,185	$	57,205	$	130,812	$	114,161	$	64,215	$	62,235	$	195,027	$	176,396
Short-term lease costs		14,946		25,500		37,349		50,999		29,880		20,661		67,229		71,660
Total operating lease costs	$	80,131	$	82,705	$	168,161	$	165,160	$	94,095	$	82,896	$	262,256	$	248,056

Finance lease costs:
Amortization	$	2,596	$	8,763	$	13,191	$	17,526	$	1,326	$	8,763	$	14,517	$	26,289
Interest		6		821		148		1,770		233		645		381		2,415
Total finance lease costs	$	2,602	$	9,584	$	13,339	$	19,296	$	1,559	$	9,408	$	14,898	$	28,704

Supplemental cash flow information for the ~~six-month~~nine-month period ended ~~June~~September 30, 2021 and 2020 related to leases was as follows:

	2021		2020		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	134,180	$	113,953	$	198,147	$	118,985
Operating cash flows from finance leases		148		1,770		381		2,415
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		231,734		0		233,978		507,753

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 ~~June~~September 30, 2021, 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 and ~~six-months~~nine-months ended ~~June~~September 30, 2021 and 2020.

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.

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.

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.

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

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 and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 and 2020 was comprised as follows:

	Three-months ended June 30,				Six-months ended June 30,				Three-months ended September 30,				Nine-months ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020

Sales and marketing	$	4,239	$	9,303	$	8,478	$	18,594	$	4,239	$	4,239	$	12,717	$	22,833
General and administrative		2,700		2,700		5,400		5,400		2,700		2,700		8,100		8,100
Stock-based compensation expense	$	6,939	$	12,003	$	13,878	$	23,994	$	6,939	$	6,939	$	20,817	$	30,933

The following table summarizes our common stock option and warrant activity for the ~~six-months~~nine-months ended ~~June~~September 30, 2021:

						Common Stock Options and Warrants			Weighted-Average Grant Date Exercise Price
	Common Stock Options and Warrants			Weighted-Average Grant Date Exercise Price
Outstanding at January 1, 2021		26,372,803		$	0.06		26,372,803		$	0.06
Forfeited during the period		(600,000	)	$	0.04		(600,000	)	$	0.04
Outstanding at June 30, 2021		25,772,803		$	0.06
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 ~~six-months~~nine-months ended ~~June~~September 30, 2021:

						Common Stock Options and Warrants			Weighted-Average Grant Date Exercise Price
	Common Stock Options and Warrants			Weighted-Average Grant Date Exercise Price
Non-vested at January 1, 2021		3,700,000		$	0.08		3,700,000		$	0.08
Vested during the period		(425,000	)	$	0.04		(425,000	)	$	0.04
Non-vested at June 30, 2021		3,275,000		$	0.09
Non-vested at September 30, 2021							3,275,000		$	0.09

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

At ~~June~~September 30, 2021, there was ~~$13,878~~$6,939 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 ~~1.3~~1.1 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 ~~June~~September 30, 2021, the aggregate intrinsic value of options and warrants outstanding was ~~$2,890,110.~~$3,405,566. The aggregate intrinsic value of options and warrants exercisable was ~~$2,626,735.~~$3,076,691. 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.

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 ~~June~~September 30, 2021. The probability is re-evaluated each reporting period. As of ~~June~~September 30, 2021, 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 ~~June~~September 30, 2021, there were a total of ~~413,493~~382,243 preferred stock warrants outstanding with a weighted average remaining contractual life of ~~26.5~~24 years. As of ~~June~~September 30, 2021, 31,250 preferred stock warrants were exercisable. No preferred stock warrants were exercised for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 and 2020.

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 per share for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 and 2020 are as follows:

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 ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 and 2020 are shown below:

	Three-months ended June 30,				Six-months ended June 30,				Three-months ended September 30,				Nine-months ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020

Stock options and warrants to purchase
common stock		15,968,192		12,256,740		16,261,354		13,679,312		-		11,245,134		-		13,021,821
Warrants to purchase redeemable
convertible preferred stock		2,499,900		2,499,900		2,499,900		2,499,900		-		2,499,900		-		2,499,900
Redeemable convertible preferred stock		10,306,671		10,306,671		10,306,671		10,306,671		-		10,306,671		-		10,306,671
Total potential common shares excluded		28,774,763		25,063,311		29,067,925		26,485,883		-		24,051,705		-		25,828,392

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.

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 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 filed with the Securities and Exchange Commission.

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, 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 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, 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 revenue totals.

Our Portfolio Management Systems consist of Quotestream^TM, 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.

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 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.

The global financial markets experienced extreme volatility and disruption over the past year due to the COVID-19 pandemic. While global financial markets are recovering, risk still ~~exists~~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 ~~had~~ led some clients to delay purchasing decisions, product and service implementations or cancel or reduce spending with us in 2020. 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, the Company received 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 on our consolidated statements of operations. See Financial Statement Note 8 – Paycheck Protection Program.

Our revenue grew ~~27%~~22% and ~~24%~~23% when comparing the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 to the comparative 2020 periods. Based on clients currently under contract, we expect to maintain similar revenue growth for the remainder of 2021.

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.

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, 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 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.

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~~maintain profitable operations.

In the 2020 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 ~~six-months~~nine-months ended ~~June~~September 30, 2021. Readers are encouraged to read the 2020 Annual Report in conjunction.

Three-months ended June 30,	2021		2020		Change ($)		Change (%)
Three-months ended September 30,										2021		2020		Change ($)		Change (%)

Corporate Quotestream	$	1,635,071	$	1,053,218	$	581,853		55	%	$	1,665,555	$	1,127,941	$	537,614		48	%
Individual Quotestream		591,415		455,492		135,923		30	%		571,201		485,392		85,809		18	%
Total portfolio management systems		2,226,486		1,508,710		717,776		48	%		2,236,756		1,613,333		623,423		39	%

Interactive content and data applications		1,606,532		1,520,489		86,043		6	%		1,581,957		1,527,025		54,932		4	%

Total subscription revenue	$	3,833,018	$	3,029,199	$	803,819		27	%	$	3,818,713	$	3,140,358	$	678,355		22	%

Six-months ended June 30,	2021		2020		Change ($)		Change (%)
Nine-months ended September 30,										2021		2020		Change ($)		Change (%)

Corporate Quotestream	$	3,089,143	$	2,030,135	$	1,059,008		52	%	$	4,754,698	$	3,158,076	$	1,596,622		51	%
Individual Quotestream		1,154,202		894,126		260,076		29	%		1,725,404		1,379,518		345,886		25	%
Total portfolio management systems		4,243,345		2,924,261		1,319,084		45	%		6,480,102		4,537,594		1,942,508		43	%

Interactive content and data applications		3,195,891		3,071,522		124,369		4	%		4,777,847		4,598,547		179,300		4	%

Total subscription revenue	$	7,439,236	$	5,995,783	$	1,443,453		24	%	$	11,257,949	$	9,136,141	$	2,121,808		23	%

Total revenue increased ~~27%~~22% and ~~24%~~23% when comparing the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 and 2020.

Our total Portfolio Management System revenue increased by ~~48%~~39% and ~~45%~~43% when comparing the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 from the comparative periods, due to increases in both Corporate Quotestream and Individual Quotestream revenue.

Corporate Quotestream revenue increased ~~55%~~48% and ~~52%~~51% for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 from the comparative periods in 2020 primarily due to new contracts signed since the comparative periods and increases in the number of subscribers for existing clients. The increases are ~~attributable~~due to new products added over the past couple years that are continuing to gain traction in ~~part to~~the market, as well as improvements and upgrades made to our existing Portfolio Management products as ~~the additional~~we continue to improve functionality and add new data ~~offerings and improved functionality have contributed~~offerings. The increases are also due to stock exchange fee price increases inpassed on to our average revenue per customer. We have also been able to take advantage of new opportunities arising from the economic downturn related to COVID-19 as financial sector firms are looking for more efficient and cost-effective solutions to their data and technology needs. We alsocustomers. 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 ~~30%~~18% and ~~29%~~25% for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 from the comparative periods in 2020. There were increases in total users and average revenue per user, which can be attributed to new marketing efforts initiated since the comparative periods and more customers working remotely due to COVID-19.

Interactive Content and Data Application revenue increased ~~6% and~~ 4% when comparing the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 and 2020, mainly attributable to ~~increases~~an increase in ~~the average revenue per client.~~new customers. The ~~launch~~success 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 ~~larger clients to replace some of our smaller clients lost due to the economic hardship related to COVID-19.~~clients.

Three-months ended June 30,	2021			2020			Change ($)		Change (%)
Three-months ended September 30,												2021			2020			Change ($)		Change (%)

Cost of revenue	$	2,186,357		$	1,589,190		$	597,167		38	%	$	2,033,020		$	1,706,476		$	326,544		19	%
Gross profit	$	1,646,661		$	1,440,009		$	206,652		14	%	$	1,785,693		$	1,433,882		$	351,811		25	%
Gross margin %		43	%		48	%							47	%		46	%

Six-months ended June 30,	2021			2020			Change ($)		Change (%)
Nine-months ended September 30,												2021			2020			Change ($)		Change (%)

Cost of revenue	$	4,249,997		$	3,088,674		$	1,161,323		38	%	$	6,283,017		$	4,795,150		$	1,487,867		31	%
Gross profit	$	3,189,239		$	2,907,109		$	282,130		10	%	$	4,974,932		$	4,340,991		$	633,941		15	%
Gross margin %		43	%		48	%							44	%		48	%

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 a major growth initiative in early 2020, investing in infrastructure, new product development, data collection, and the expansion of our global market coverage. As a result, our cost of revenue increased ~~38%~~19% and 31% for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 from the comparative periods in ~~2020.~~2020, respectively. We incurred increased stock exchange fees related to increased usage and new market data added since the comparative periods, and increased amortization expenses associated with internally developed application software.

Overall, the cost of revenue ~~increased~~decreased as a percentage of sales, as evidenced by our gross margin percentage that ~~decreased~~increased to ~~43%~~47% for the three ~~and six-month periods~~months ended ~~June~~September 30, 2021 from 46% in the comparative period. The gross margin percentage decreased to 44% for the nine months ended September 30, 2021 from 48% in the comparative ~~periods. Our~~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 ~~also been impacted by~~decreased due to the change in our revenue mix, as our Portfolio Management System revenue has been growing at a higher rate than our Interactive Content revenue which typically has higher gross margins.

Three-months ended June 30,	2021		2020		Change ($)		Change (%)
Three-months ended September 30,										2021		2020		Change ($)		Change (%)

Sales and marketing	$	620,122	$	532,061	$	88,061		17	%	$	623,821	$	552,960	$	70,861		13	%
General and administrative		685,731		612,693		73,038		12	%		650,191		555,002		95,189		17	%
Software development		439,045		415,192		23,853		6	%		411,137		405,703		5,434		1	%
Total operating expenses	$	1,744,898	$	1,559,946	$	184,952		12	%	$	1,685,149	$	1,513,665	$	171,484		11	%

Six-months ended June 30,	2021		2020		Change ($)		Change (%)
Nine-months ended September 30,										2021		2020		Change ($)		Change (%)

Sales and marketing	$	1,258,986	$	1,049,541	$	209,445		20	%	$	1,882,807	$	1,602,501	$	280,306		17	%
General and administrative		1,292,971		1,262,746		30,225		2	%		1,943,162		1,817,748		125,414		7	%
Software development		846,333		841,019		5,314		1	%		1,257,470		1,246,722		10,748		1	%
Total operating expenses	$	3,398,290	$	3,153,306	$	244,984		8	%	$	5,083,439	$	4,666,971	$	416,468		9	%

Sales and marketing consist primarily of sales and customer service salaries, investor relations, travel and advertising expenses. Sales and marketing expenses increased by ~~17%~~13% and ~~20%~~17% when comparing the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 from the comparative periods in 2020. The increases are a result of additional sales personnel hired to support our growth initiative.

General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses ~~remained relatively unchanged from the comparative periods, increasing 12%~~increased 17% and 2%7% when comparing the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 to the same periods in 2020. The ~~12% increase for the three months ended June 30, 2021 was~~increases were due to ~~a large bad debt~~some significant non-recurring professional fees incurred during the ~~quarter.~~third quarter of 2021.

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 ~~6% and~~ 1% for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 ~~when compared to the same periods in 2020, The 6% increase for the three month period ended June 31, 2021 was~~ due to ~~hiring~~ additional development personnel hired since the comparative 2020 periods, offset by an increase in development costs capitalized during ~~the quarter.~~2021. Hiring new development personnel was required to expand our product lines and improve our infrastructure in 2021. We capitalized ~~$489,306~~$572,795 and ~~$1.048,943~~$1,621,738 of development costs for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021, compared to ~~$429,683~~$460,666 and ~~$765,232~~$1,225,898 in the same periods in 2020. 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.

Six-months ended June 30,	2021			2020
Nine-months ended September 30,							2021			2020

Foreign exchange gain	$	22,328		$	5,957		$	77,606		$	11,887
Interest expense		(1,459	)		(2,718	)		(1,560	)		(3,419	)
Other income		133,257			-			133,257			-
Total other income, net	$	154,126		$	3,239		$	209,303		$	8,468

We incurred foreign exchange gains of ~~$19,880~~$55,278 and ~~$22,328~~$77,606 for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 compared to foreign exchange ~~loss~~gains of ~~$5,249~~$5,930 and ~~gain of $5,957~~$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 relates primarily to the interest expense associated with our finance leases and was relatively unchanged from the comparative periods. Interest expense of ~~$451~~$101 and ~~$1,459~~$1,560 was incurred for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021, compared to ~~$1,191~~$701 and ~~$2,718~~$3,419 incurred in the same 2020 periods.

Other income was $133,257 for the ~~three and six-month periods~~nine-month period ended ~~June~~September 30, 2021. 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 comparative 2020 periods. See Financial Statement Note 8 “Paycheck Protection Program”.

For the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021, the Company recorded Canadian income tax expense of ~~$817~~$790 and ~~$1,613~~$2,403 compared to ~~$721~~$751 and ~~$1,465~~$2,216 in the comparative periods in 2020.

As a result of the foregoing, our net ~~losses~~income for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 were ~~$79,625~~$154,931 and ~~$56,538~~$98,393 compared to net losses of ~~$127,098~~$75,305 and ~~$244,423~~$319,728 for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020. Basic and diluted ~~losses~~income per share ~~were~~was $0.00 for the three and nine-month periods ended September 30, 2021, compared to a basic and diluted loss per share of $(0.00) for the three and ~~six-month~~nine-month periods ended ~~June 30, 2021, and $(0.00) for the three and six-month periods ended June~~September 30, 2020.

Our cash totaled ~~$627,229~~$271,696 at ~~June~~September 30, 2021, as compared with $417,910 at December 31, 2020, ~~an increase~~a decrease of ~~$209,319.~~$146,214. Net cash of ~~$1,314,529~~$1,586,447 was provided by operations for the ~~six-month~~nine-month period ended ~~June~~September 30, 2021, primarily due to the net income during the period adjusted for non-cash charges and the increase in accounts ~~payable.~~payable and deferred revenue. Net cash used in investing activities for the ~~six-month~~nine-month period ended ~~June~~September 30, 2021 was ~~$1,094,570~~$1,721,364 resulting primarily from capitalized application software costs. Cash used in financing activities for the ~~six-month~~nine-month period ended ~~June~~September 30, 2021 was ~~$10,640~~$11,297 related to the repayment of capital lease financing.

We typically operate with a working capital deficit. As of ~~June~~September 30, 2021 our working capital deficit is ~~$1,990,292,~~$2,063,727, however current liabilities include ~~$739,272~~$753,409 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 ~~May~~November 2022. 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.

At ~~June~~September 30, 2021, 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”.

Approximately 28% 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.

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

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~~September 30, 2021 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 ~~six-month~~nine-month period ended ~~June~~September 30, 2021, 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.

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.

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

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

			Page
Part I.		Financial Information

Item 1.	Financial Statements (unaudited):		3

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

	Condensed Consolidated Statements of Operations for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 and 2020		4

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

	Condensed Consolidated Statements of Cash Flows for the ~~six-month~~nine-month period ended ~~June~~September 30, 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

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)

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

	For the quarterly period ended ~~June~~September 30, 2021

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

	For the transition period_________ to _________