Quotemedia Inc 10-K for FY2024

Quotemedia Inc (QMCI)

10-K 2025-04-15 For: 2024-12-31

Added on April 06, 2026

About this 10-K

Quotemedia Inc filed this 10-K on April 15, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $18.74M; down 0.9% from $18.91M a year earlier
Net loss: $1.33M; compared with net income of $361.58K a year earlier
Diluted EPS: -$0.01; compared with $0.00 a year earlier

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Title of each class		Name of exchange on which registered
Common stock, par value $.001 per share		OTCQB tier of the OTC Markets

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

		Page
PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	12
ITEM 1C	CYBERSECURITY	12
ITEM 2.	PROPERTIES	12
ITEM 3.	LEGAL PROCEEDINGS	12
ITEM 4.	MINE SAFETY DISCLOSURES	12
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.	13
ITEM 6.	[RESERVED]	13
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	20
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	20
ITEM 9A.	CONTROLS AND PROCEDURES	20
ITEM 9B.	OTHER INFORMATION	22
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	22
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	23
ITEM 11.	EXECUTIVE COMPENSATION	24
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	27
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	31
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	32
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	33
ITEM 16.	FORM 10-K SUMMARY	33
SIGNATURES		34
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

	·	Streaming Real-time Data Feeds
	·	Dynamic Content Web Displays
	·	Data APIs, XML and JSON Data
	·	News Feed Aggregation and Delivery
	·	Mobile App Solutions
	·	Complete Portfolio Management
	·	Corporate Investor Relations Solutions
	·	Research Information Supply
	·	Custom Software Application Development

	·	A risk disclosure document.

	·	Disclosure of market quotations, if any.

	·	Disclosure of the compensation of the broker-dealer and its salesperson in the transaction; and

	·	Monthly account statements showing the market values of our securities held in the customer's accounts.

	Years ended December 31
	2024		2023		Change($)			Change(%)

Corporate Quotestream	$	7,219,382	$	7,275,615	$	(56,233	)		(1	)%
Individual Quotestream		1,833,633		1,861,396		(27,763	)		(1	)%
Total Portfolio Management Systems		9,053,015		9,137,011		(83,996	)		(1	)%
Interactive Content and Data APIs		9,689,237		9,770,714		(81,477	)		(1	)%
Total Licensing Revenue	$	18,742,252	$	18,907,725	$	(165,473	)		(1	)%

	Years ended December 31,
	2024			2023

Foreign exchange gain (loss)	$	103,736		$	(45,017	)
Interest expense		(2,508	)		(1,846	)
Total other income (expenses)	$	101,228		$	(46,863	)

Name	Age	Position

Robert J. Thompson	82	Chairman of the Board

Keith J. Randall	58	Chief Executive Officer and Chief Financial Officer, and Director

David M. Shworan	57	President and Chief Executive Officer of QuoteMedia, Ltd., and Director

Name and Principal Position	Year	Salary ($)		Bonus ($)		Option Awards ($) (1),(4),(5)		All Other Compensation ($) (2)		Total ($)

Keith J. Randall (3)	2024	$	230,000		-		-		-	$	230,000
Chief Executive Officer &	2023	$	210,000		-		-		-	$	210,000
CFO, QuoteMedia, Inc.

David M. Shworan (4)	2024	$	450,000		-		-		-	$	450,000
Chief Executive Officer,	2023	$	400,000		-		-		-	$	400,000
QuoteMedia, Ltd.

	(1)	Options Awards represent the fair value of option awards granted, repriced, or otherwise modified, computed in accordance with FASB ASC 718, Stock Compensation.
	(2)	The executive officers listed also received certain perquisites, the aggregate value of which did not exceed $10,000 for any year presented.
	(3)	Mr. Randall is our Chief Financial Officer, and effective March 31, 2018, was also appointed Chief Executive Officer, and Director. Mr. Randall has retained his role as Chief Financial Officer and will serve as both “Principal Executive Officer” and “Principal Financial and Accounting Officer.”
	(4)	Mr. Shworan is President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of QuoteMedia, Inc.

	Number of Securities Underlying Unexercised Common Stock Options/Warrants
Name	Exercisable		Unexercisable		Option/Warrant Exercise Price ($)		Option/Warrant Exercise Date

David M. Shworan		200,000		-	$	0.036	15-May-2025
		2,000,000		-	$	0.036	15-May-2025
		3,000,000		-	$	0.036	15-May-2025
		2,400,000		-	$	0.036	15-May-2025
		4,000,000		-	$	0.100	28-Dec-2037

Keith J. Randall		100,000		-	$	0.036	15-May-2025
		50,000		-	$	0.036	15-May-2025
		50,000		-	$	0.036	15-May-2025
		100,000		-	$	0.035	26-Oct-2027

	Number of Securities Underlying Unexercised Preferred Stock Warrants
Name	Exercisable		Unexercisable		Option/Warrant Exercise Price ($)		Option/Warrant Exercise Date

David M. Shworan		1,250		-	$	1.00	28-Dec-2047
		15,000		-	$	1.00	01-Jan-2048
		15,000		-	$	1.00	01-Jan-2049
		-		382,243	$	1.00	28-Dec-2037

(a)	warrants to purchase up to 1,250 shares of Series A Redeemable Convertible Preferred Stock at an exercise price equal to $1.00 per share (the “Preferred Stock Warrant”)
(b)	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 (the “Liquidity Preferred Stock Warrant”)
(c)	warrants to purchase up to 4,000,000 shares of common stock at an exercise price equal to $0.10 per share (which warrant has specific performance vesting thresholds) (the “Common Stock Warrant”)
(d)	provided that Mr. Shworan is employed by or otherwise providing services to the Company or its subsidiaries on each of January 1, 2018, and 2019, the Company will at that time issue to Mr. Shworan warrants to purchase up to 15,000 shares of Series A Preferred Stock at an exercise price equal to $1.00 per share in lieu of paying Mr. Shworan a cash salary.
(e)	provided that Mr. Shworan is employed by or otherwise providing services to the Company or its subsidiaries on January 1, 2020, the Company shall pay Mr. Shworan a base salary at the annual rate of $350,000 during the term of his employment or service with the Company and its subsidiaries.

Name of Beneficial Owner (1)	Number of Shares of Common Stock Owned (2)		Percentage of Common Stock Beneficially Owned (2)

Directors and Executive Officers
David M. Shworan (3)		44,151,800		41.6	%
Robert J. Thompson (4)		1,610,286		1.8	%
Keith J. Randall (5)		793,976		0.9	%

All directors and executive officers as a group		46,556,062		43.4	%

5% Stockholders (6)		8,956,735		9.9	%

(1)	Each person named in the table has sole voting and investment power with respect to all common stock beneficially owned by him or her, subject to applicable community property law, except as otherwise indicated. Except as otherwise indicated, each person may be reached through us at 17100 E. Shea Blvd., Suite 230, Fountain Hills, Arizona 85268.

(2)	The percentages shown are calculated based upon 90,477,798 shares of common stock outstanding on March 19, 2025. The numbers and percentages shown include the shares of common stock actually owned as of March 19, 2025, and the shares of common stock that the identified person or group had the right to acquire within 60 days of such date. In calculating the percentage of ownership, all shares of common stock that the identified person or group had the right to acquire within 60 days of March 19, 2025 upon the exercise of options are deemed to be outstanding for the purpose of computing the percentage of the shares of common stock owned by such person or group but are not deemed to be outstanding for the purpose of computing the percentage of the shares of common stock owned by any other person.

(3)	Represents the following:

	·	11,511,800 shares of common stock owned by Mr. Shworan and vested options and warrants to directly acquire 11,600,000 shares of common stock.

	·	17,002,500 shares owned by Mr. Shworan's wife.

	·	37,500 shares of common stock owned by Bravenet Web Services, Inc. and vested options and warrants to acquire 1,480,000 shares of common stock. Mr. Shworan is the control person of Bravenet Web Services, Inc. and Mr. Shworan disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	·	Vested options and warrants to acquire 2,520,000 shares of common stock owned by Harrison Avenue Holdings Ltd. Mr. Shworan is the control person of Harrison Avenue Holdings Ltd. and Mr. Shworan disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	·	See also Item 11, “Executive Compensation – Employment Agreements.”

	Years ended December 31
	2024			2023			Change ($)			Change(%)

Cost of revenue	$	9,868,830		$	9,263,073		$	605,757			7	%

Gross profit	$	8,873,422		$	9,644,652		$	(771,230	)	(8		%)

Gross margin %		47	%		51	%

	Years ended December 31
	2024		2023		Change ($)		Change (%)

Sales and marketing	$	3,341,673	$	3,130,051	$	211,622		7	%
General and administrative		3,645,321		3,346,157		299,164		9	%
Software development		3,167,712		2,757,031		410,681		15	%
Total operating expenses	$	10,154,706	$	9,233,239	$	921,467		10	%

(4)	Represents 807,483 shares of common stock and vested options and warrants to acquire 802,803 shares of common stock.

(5)	Represents 493,976 shares of common stock and vested options and warrants to acquire 300,000 shares of common stock.

(6)	Represents 8,956,735 shares of our common stock owned by Harland Group LLC.

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category	(a)		(b)		(c)

Equity Compensation Plans approved by stockholders		4,720,000	$	0.04		7,929,628

Equity Compensation Plans not approved by stockholders		21,052,803	$	0.03		N/A
Total		25,772,803				7,329,628

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

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

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

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

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

	2024		2023

Audit Fees	$	250,823	$	241,264
Audit-Related Fees	$	-	$	-
Tax Fees	$	7,990	$	-
All Other Fees	$	12,506	$	11,309

Exhibit Number		Description of Exhibit
3.1		Second Amended and Restated Articles of Incorporation (1)
3.2		Amended and Restated Bylaws (1)
10.4		Amended 1999 Equity Incentive Compensation Plan (2)
10.7		2003 Equity Incentive Compensation Plan (1)
21		List of Subsidiaries
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	(1)	Incorporated by reference to the Annual Report on Form 10-KSB filed with the Commission on March 27, 2003.

	(2)	Incorporated by reference to the Quarterly Report on Form 10-QSB filed with the Commission on August 12, 2003.

Date: April 15, 2025,	QUOTEMEDIA, INC.

	By:	/s/ Keith J. Randall
		Keith J. Randall
		Chief Executive Officer and Chief Financial Officer

/s/ Robert J. Thompson	Chairman of the Board	April 15, 2025
Robert J. Thompson

/s/ David M. Shworan	Director	April 15, 2025
David M. Shworan

/s/ Keith J. Randall	Chief Executive Officer and Chief Financial Officer and Director	April 15, 2025
Keith J. Randall	(Principal Executive and Financial and Accounting Officer)

Report of Independent Registered Public Accounting Firm - MNP LLP PCAOB ID:1930		F-2 – F-3

Consolidated Balance Sheets		F-4

Consolidated Statements of Operations		F-5

Consolidated Statements of Changes in Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)		F-6

Consolidated Statements of Cash Flows		F-7

Notes to Consolidated Financial Statements		F-8 – F-20

	·	Obtained an understanding of the Company's process to identify development projects and development costs qualifying for capitalization;

	·	Evaluated management's listing of active development projects by obtaining an understanding of the nature of the project and the nature of additions of the project, through discussions with development personnel to assess the reasonableness as to whether the activities were demonstrative of the capitalization criteria in accordance with the applicable accounting standard;

	·	Obtained a schedule compiled by management to compute the capitalized costs by project and performed testing over the completeness and mathematical accuracy of the hours and payroll rates included within the schedule;

	·	Tested a sample of the Company’s capitalized costs by validating the nature of the activities performed and time devoted to capitalizable activities through discussion with individual software developers and project managers;

	·	Agreed the calculated amounts for capitalization to underlying payroll data to evaluate the reasonableness of hourly rates used for cost capitalization; and

	·	Assessed the appropriateness of the disclosures in the notes to the consolidated financial statements.

	2024			2023
ASSETS

Current assets:
Cash and cash equivalents	$	585,319		$	342,014
Accounts receivable, net		1,016,915			1,154,787
Prepaid expenses		175,703			133,478
Other current assets		162,653			104,931
Total current assets		1,940,590			1,735,210

Deposits		16,619			16,850
Property and equipment, net (see note 5)		212,727			302,224
Capitalized internal-use software development costs, net (see note 6)		5,041,544			4,552,910
Goodwill (see note 7)		110,000			110,000
Intangible assets (see note 7)		51,378			65,636
Operating lease right-of-use assets (see note 4)		188,663			393,472

Total assets	$	7,561,521		$	7,176,302

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued liabilities	$	3,564,546		$	2,210,933
Deferred revenue (see note 2)		1,704,743			1,456,381
Current portion of operating lease liabilities (see note 4)		147,663			206,146
Total current liabilities		5,416,952			3,873,460

Long-term liabilities:
Long-term portion of deferred revenue (see note 2)		696,736			375,568
Long-term portion of operating lease liabilities (see note 4)		32,245			191,735
Preferred stock warrant liability (see note 9)		-			611,563
Total long-term liabilities		728,981			1,178,866

Mezzanine equity:
Preferred stock, 10,000,000 shares authorized:
Series A Redeemable Convertible Preferred stock, $0.001 par value,
550,000 shares designated; shares issued and outstanding:
123,685 at December 31, 2023 (see note 9)		-			2,983,857

Stockholders’ equity (deficit):
Preferred stock, 10,000,000 shares authorized:
Series A Redeemable Convertible Preferred stock, $0.001 par value,
550,000 shares designated; shares issued and outstanding:
123,685 at December 31, 2024 (see note 9)		2,983,857			-

Common stock, $0.001 par value, 150,000,000 shares authorized, shares issued and outstanding: 90,477,798 at December 31, 2024 and December 31, 2023		90,479			90,479
Additional paid-in capital		19,529,131			18,910,482
Accumulated deficit		(21,187,879	)		(19,860,842	)
Total stockholders’ equity (deficit)		1,415,588			(859,881	)

Total liabilities, mezzanine equity and stockholders’ equity (deficit)	$	7,561,521		$	7,176,302

	2024			2023

REVENUE (see note 2)	$	18,742,252		$	18,907,725

COST OF REVENUE		9,868,830			9,263,073

GROSS PROFIT		8,873,422			9,644,652

OPERATING EXPENSES

Sales and marketing		3,341,673			3,130,051
General and administrative		3,645,321			3,346,157
Software development		3,167,712			2,757,031
		10,154,706			9,233,239

OPERATING (LOSS) INCOME		(1,281,284	)		411,413

OTHER INCOME (EXPENSES), NET

Foreign exchange income (loss)		103,736			(45,017	)
Interest expense		(2,508	)		(1,846	)
		101,228			(46,863	)

NET INCOME (LOSS) BEFORE INCOME TAXES		(1,180,056	)		364,550

Income tax expense (see note 8)		(146,981	)		(2,966	)

NET (LOSS) INCOME	$	(1,327,037	)	$	361,584

EARNINGS PER SHARE (see note 10)

Basic earnings (loss) per share	$	(0.01	)	$	0.00
Diluted earnings (loss) per share	$	(0.01	)	$	0.00

WEIGHTED AVERAGE SHARES OUTSTANDING (see note 10)

Basic		90,477,798			90,477,798
Diluted		90,477,798			120,743,864

	Series A Redeemable Convertible Preferred Stock				Common Stock				Additional					Total Stockholders’
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Equity (Deficit)
Balance, December 31, 2023		-	$	-		90,477,798	$	90,479	$	18,910,482	$	(19,860,842	)	$	(859,881	)

Reclassification of preferred stock warrants										611,563					611,563

Reclassification of series A redeemable convertible preferred stock		123,685		2,983,857											2,983,857

Stock-based compensation		-		-		-		-		7,086		-			7,086

Net loss		-		-		-		-		-		(1,327,037	)		(1,327,037	)

Balance, December 31, 2024		123,685	$	2,983,857		90,477,798	$	90,479	$	19,529,131	$	(21,187,879	)	$	1,415,588

	2024			2023
OPERATING ACTIVITIES:

Net (loss) income	$	(1,327,037	)	$	361,584

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,052,676			2,645,906
Allowance for doubtful accounts		330,000			225,000
Stock-based compensation expense – common stock warrants		7,086			7,210
Fair value adjustment		-			(17,812	)
Changes in assets and liabilities:
Accounts receivable		(192,128	)		(469,510	)
Prepaid expenses		(42,225	)		98,216
Other current assets		(57,722	)		(75,839	)
Deposits		231			(1,848	)
Accounts payable, accrued and other liabilities		1,340,449			(289,127	)
Deferred revenue		569,530			665,101
Net cash provided by operating activities		3,680,860			3,148,881

INVESTING ACTIVITIES:

Purchase of property and equipment		(37,662	)		(81,809	)
Capitalized internal-use software development costs		(3,399,893	)		(3,203,045	)
Net cash used in investing activities		(3,437,555	)		(3,284,854	)

Net increase (decrease) in cash and cash equivalents		243,305			(135,973	)

Cash and cash equivalents, beginning of year		342,014			477,987

Cash and cash equivalents, end of year	$	585,319		$	342,014

See supplementary information (Note 11)

	·	Proprietary financial software applications and streaming market data feeds
	·	Subscriptions are typically sold for a fixed fee and revenue is recognized ratably over the term of the subscription.

	o	Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to both professionals and non-professional users.
	o	Revenue is typically earned based on customer usage.

	·	Identification of the contract, or contracts, with a customer
	·	Identification of the performance obligations in the contract
	·	Determination of the transaction price
	·	Allocation of the transaction price to the performance obligations in the contract
	·	Recognition of revenue when, or as, the Company satisfies a performance obligation

	2024		2023
Portfolio Management Systems
Corporate Quotestream	$	7,219,382	$	7,275,615
Individual Quotestream		1,833,633		1,861,396
Interactive Content & Data APIs		9,689,237		9,770,714
Total revenue	$	18,742,252	$	18,907,725

	2024			2023

Beginning balance	$	1,831,949		$	1,166,848
Revenue recognized during the year from the amounts in the beginning balance		(1,480,421	)		(1,033,287	)
New deferrals, net of amounts recognized in the current period		2,020,828			1,695,447
Effects of foreign currency translation		29,123			2,941
Total deferred revenue	$	2,401,479		$	1,831,949