QUOTEMEDIA INC (Form: 10QSB, Received: 08/12/2003 17:03:23)

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

F ORM 10 – QSB

Quarterly Report under Section 13 or 15 (d) of
the Securities Exchange Act of 1934

The Quarterly period ended June 30, 2003

Commission File Number: 0-28599

QUOTEMEDIA, INC.

(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

91-2008633
(IRS Employer Identification Number)

17100 East Shea Boulevard
Suite 230
Fountain Hills, AZ
(Address of principal executive offices)

85268
(Zip Code)

(480) 905-7311
(Issuer’s Telephone Number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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 o .

On August 8, 2003, the Registrant had 57,239,204 shares of common stock outstanding.

QUOTEMEDIA, INC.
INDEX TO QUARTERLY REPORT
ON FORM 10-QSB

			Page

Part I.	Financial Information

	Item 1.	Financial Statements	3

		Balance Sheet	3

		Statements of Operations	4

		Statements of Cash Flows	5

		Notes to Financial Statements	6

	Item 2.	Management’s Discussion and Analysis	9

	Item 3.	Controls and Procedures	12

Part II.	Other Information

	Item 1.	Legal Proceedings	13

	Item 2.	Changes in Securities	13

	Item 3.	Defaults Upon Senior Securities	13

	Item 4.	Submission of Matters to a Vote of Security Holders	13

	Item 5.	Other Information	13

	Item 6.	Exhibits and Reports on Form 8-K	14

Signatures

QUOTEMEDI A, INC.
BALANCE SHEET
as at June 30, 2003
(Unaudited)

	June 30, 2003

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	55,485
Accounts receivable		22,218
Deposits		18,729

Total current assets		96,432
Fixed assets, net		41,405

	$	137,837

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable	$	111,603
Note payable		118,914
Deferred revenue		13,553
Due to related parties, net		221,109

		465,179

STOCKHOLDERS’ DEFICIENCY
Common stock, $0.001 par value, 100,000,000 shares authorized, 56,986,704 shares issued and outstanding		56,987
Additional paid-in capital		6,193,795
Accumulated deficit		(6,578,124	)

		(327,342	)

	$	137,837

See accompanying notes

QUOTEMEDI A, INC.
STATEMENTS OF OPERATIONS
Six and Three Months Ended June 30, 2003 and 2002
(Unaudited)

	Six months ended June 30, 2003			Six months ended June 30, 2002			Three months ended June 30, 2003			Three months ended June 30, 2002

OPERATING REVENUE
Advertising	$	2,530		$	6,165		$	1,200		$	4,707
Licensing fees		73,927			12,580			57,097			8,147

		76,457			18,745			58,297			12,854
OPERATING EXPENSES
Business development		10,026			4,929			1,172			2,026
Financing expense		64,000			340,250			—			52,500
Office		216,033			322,828			69,888			261,677
Professional fees		22,992			7,325			12,429			2,257
Research and development		179,745			96,070			47,977			51,847
Website content		130,659			96,777			64,003			51,295

		623,455			868,179			195,469			421,602

OPERATING LOSS		(546,998	)		(849,434	)		(137,172	)		(408,748	)
OTHER INCOME AND EXPENSES
Interest income		97			114			7			24

LOSS FOR PERIOD		(546,901	)		(849,320	)		(137,165	)		(408,724	)

NET LOSS PER SHARE
Basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.00	)	$	(0.01	)

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and diluted		55,892,090			35,984,032			56,986,704			37,664,034

SEE ACCOMPANYING NOTES

QUOTEMEDI A, INC.
STATEMENTS OF CASH FLOWS
Six months Ended June 30, 2003 and 2002
(Unaudited)

	Six months ended June 30, 2003			Six months ended June 30, 2002

CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS	$	(546,901	)	$	(849,320	)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation expense		7,005			8,054
Issuance of capital stock for services		213,738			323,750
Changes in assets and liabilities:
Accounts receivable		(9,533	)		(289	)
Deposits		(2,783	)		(44	)
Accounts payable		(68,058	)		(78,583	)
Deferred revenue		12,193			6,000
Due from related parties, net		(16,965	)		224,492

Net cash used in operating activities	$	(411,304	)	$	(365,940	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed assets		(3,411	)		(9,251	)

Net cash used in investing activities		(3,411	)		(9,251	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Share subscription receivable		—			20,000
Repayment of note payable		—			(40,000	)
Issuance of capital stock for cash		280,000			200,000

Net cash provided by financing activities		280,000			180,000

Net decrease in cash		(134,715	)		(195,191	)
Cash, beginning of period		190,200			201,020

Cash, end of period	$	55,485		$	5,829

See supplementary information (note 3)

SEE ACCOMPANYING NOTES

QUOTEMEDI A, INC.
NOTES TO FINANCIAL STATEMENTS
Six Month Period Ended June 30, 2003
(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with the generally accepted accounting principles for interim financial statements and instructions for Form 10 – QSB. 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.

These financial statements should be read in conjunction with our financial statements and the notes thereto for the fiscal year ended December 31, 2002 contained in our Form 10-KSB filed with the Securities and Exchange Commission dated March 10, 2003.

2. SIGNIFICANT ACCOUNTING POLICIES

These interim financial statements follow the same accounting policies and methods of application as our annual financial statements, except for 2(b).

a) Stock based compensation

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

	Three month ended June 30,						Six month ended June 30,

	2003			2002			2003			2002

Net loss:
As reported	$	(137,165	)	$	(408,724	)	$	(546,901	)	$	(849,320	)
Less: Total stock-based employee compensation expense determined under fair value based method for all awards		(206,931	)		(321,771	)		(441,104	)		(640,688	)

Pro forma		(344,096	)		(730,495	)		(988,005	)		(1,490,008	)
Basic and diluted loss per share:
As reported	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Pro forma		(0.01	)		(0.02	)		(0.02	)		(0.04	)

QUOTEMEDIA, INC.
NOTES TO FINANCIAL STATEMENTS
Six Month Period Ended June 30, 2003
(Unaudited)

We have estimated the fair value of each option on the date of the grant using the Black-Scholes option-pricing model with the following assumptions:

	Three months ended June 30,				Six months ended June 30,

	2003	2002			2003			2002

Expected dividend yield	n/a		—			—			—
Expected stock price volatility	n/a		77	%		110	%		80	%
Risk-free interest rate	n/a		5	%		4	%		5	%
Expected life of options	n/a		1 year			1 year			1 year
Weighted average fair value of options granted	n/a	$	0.09		$	0.03		$	0.08

b) Recent accounting pronouncements

In May 2003, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“FAS”) No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“FAS No. 150”), which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. FAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003. We have adopted FAS No. 150, which had no effect on our financial statements.

In April 2003, the FASB issued FAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“FAS No. 149”), which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under FAS No. 133. FAS No.149 is to be applied prospectively for certain contracts entered into or modified after June 30, 2003. We have adopted FAS No. 149, which had no effect on our financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), which requires the consolidation of a variable interest entity by the primary beneficiary. FIN 46 also requires additional disclosure by both the primary beneficiary and enterprises that hold a significant variable interest in a variable interest entity. FIN 46 is applicable to variable interest entities created after January 31, 2003. Entities created prior to February 1, 2003 must be consolidated effective July 1, 2003. However, because we do not have any variable interest entities, there is no impact on our financial statements.

QUOTEMEDIA, INC.
NOTES TO FINANCIAL STATEMENTS
Six Month Period Ended June 30, 2003
(Unaudited)

In November 2002, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 expands on previously issued accounting guidance and requires additional disclosure by a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of an obligation assumed by issuing a guarantee. The provision for initial recognition and measurement of the liability is applied on a prospective basis to guarantees issued or modified after December 31, 2002. The standard was adopted on January 1, 2003, and is not expected to have a material effect on the financial statements

SUPPLEMENTARY CASH FLOW INFORMATION

Six months ended June 30,	2003		2002

Cash received for interest	$	97	$	114

COMPARATIVE FIGURES

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

SUBSEQUENT EVENTS

In July 2003, we issued 102,500 shares of our restricted common stock at $0.20 for total proceeds of $20,500. Also in July 2003, 50,000 shares of restricted common stock were issued resulting from the exercise of stock options. The stock options had an exercise price of $0.17 for total proceeds of $8,500. No warrants were attached to the common stock issued.

ITEM 2.

Management’s Discussion and Analysis of Financial Conditions and Results 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. We disclaim any obligation to update forward-looking statements.

All references to “we”, “our”, “us”, of “quotemedia” refer to QuoteMedia, Inc., and it predecessors, operating divisions, and subsidiaries.

This report should be read in conjunction with our Form 10-KSB filed with the Securities and Exchange Commission dated March 10, 2002.

Overview

QuoteMedia, Inc. is a leading developer and distributor of Web-based financial data services to a global marketplace. Our applications range from simple components that output current stock market information, to advanced streaming, real-time data delivery solutions for mass-market consumption.

QuoteMedia has developed a complete range of tools and services to cater to an expanded market for data delivery over the Internet that includes brokerage firms, financial institutions, online information portals, media outlets, public companies, and corporate intranets. The flexibility and ease of deployment of QuoteMedia data solutions make our products unique within the financial data services industry. In addition, our streaming wealth management software, Quotestream, is an advanced consumer and professional portfolio-based tracking software application that affords our clients significant cost savings and offers multiple integration options to maximize efficiency on a per client basis.

In response to client feedback and market conditions, QuoteMedia has recently developed a large variety of new, fully customizable Web-based software products, available on subscription, spanning our entire market, from small business clients to transnational corporations. Further, our development team continues to introduce procedures that allow QuoteMedia to deliver this information more quickly, attractively, securely and robustly.

Customer service improvements, in tandem with our expanded offerings, ensure that our clients receive prompt attention and ongoing technical assistance for the life of their contracts. With flexibility of service infrastructure and a multitude of pricing and delivery options, QuoteMedia tools and services are finding a niche within our market for economical, efficient and user-friendly data provision to a growing client base.

Results of Operations

Revenue

Revenue consists of licensing fees generated from our software applications along with advertising fees generated from sponsorship advertisements. Revenue for the three month period ended June 30, 2003 was $58,297 compared to $12,854 for the three month period ended June 30, 2002. Revenue for the six month period ended June 30, 2002 was $76,457 compared to $18,745 for the six month period ended June 30, 2002. The increase is due to the increased market acceptance of our subscription based streaming products launched in 2002, and the introduction of new financial tools in 2003.

Operating Expenses

Website Content

Website content expenses consist primarily of fees paid to our strategic partners for providing financial content such as news, stock quotes, charts, company background data, and general information. Website content expenses for the three month period ended June 30, 2003 were $64,003 compared with $51,295 for the three month period ending June 30, 2002. Website content expenses for the six month period ended June 30, 2002 were $130,659 compared with $96,777 for the six month period ending June 30, 2002. The increase is due primarily to increased stock exchange fees associated with an increase in the number of customers receiving real-time financial information.

Professional fees

Professional fees consist primarily of legal and accounting fees. Professional fees for the three month period ended June 30, 2003 were $12,429 compared with $2,257 for the three month period ending June 30, 2002. Professional fees for the six month period ended June 30, 2003 were $22,992 compared with $7,325 for the six month period ending June 30, 2002. The increase is primarily due to the legal costs associated with the Annual Meeting of Stockholders held in February 2003.

Research and Development

Research and development expenses consist primarily of costs associated with the design, programming, and testing of our software applications. Research and development expenses for the three month period ended June 30, 2003 were $47,977 compared with $51,847 for the three month period ended June 30, 2002. Research and development expenses for the six month period ended June 30, 2003 were $179,745 compared to $96,070 for the six month period ended June 30, 2002. The increase is due to $86,250 in development costs incurred resulting in the issuance of 1,125,000 shares of our common stock for development services.

Business Development

Business development consists primarily of marketing, investor relations, travel, and printing expenses Business development expenses for the three month period ended June 30, 2003 were $1,172 compared to $2,026 for the three month period ended June 30, 2002. Business development expenses for the six month period ended June 30, 2003 were $10,026 compared to $4,929 for the six month period ended June 30, 2002.. The increase is due to investor relation expenses associated with the Annual Meeting of Stockholders held in February 2003.

Office

Office expenses consist primarily of rent, computer equipment leases, computer maintenance and storage and salary expenses. Office and administration expenses for the three month period ended June 30, 2003 were $69,888 compared to $261,677 for the three month period ended June 30, 2002. Office and administration expenses for the six month period ended June 30, 2003 were $216,033 compared to $322,828 for the six month period ended June 30, 2002. The decrease is due to $63,488 in non-recurring office expenses incurred in 2002 which resulted in the issuance of 793,600 shares of our common stock for services provided to the Company.

Financing Expense

No financing expenses were incurred for the three months ended June 30, 2003, compared to $52,500 in financing fees incurred for the three months ended June 30, 2002. During the six months ended June 30, 2003, we incurred $64,000 in financing fees resulting from the issuing of 800,000 shares of common stock associated with private equity financings, compared to $340,250 in financing fees during the six months ended June 30, 2002.

Interest income

Interest income consists of interest earned on cash and money market investments. Interest income for the three month period ended June 30, 2003 was $7 compared to $24 for the three month period ended June 30, 2003. Interest income for the six month period ended June 30, 2002 was $97 compared to $114 for the six month period ended June 30, 2002.

Loss for the period

As a result of the foregoing, we incurred a loss for the three months ended June 30, 2003 of $137,165 or approximately $(0.00) per share compared to a loss of $408,724 and $(0.01) per share for the three months ended June 30, 2002. The Company incurred a loss for the six months ended June 30, 2003 of $546,901 or approximately $(0.01) per share compared to a loss of $849,320 and $(0.02) per share for the six months ended June 30, 2002.

Liquidity and Capital Resources

Our cash totaled $55,485 at June 30, 2003, as compared with $190,200 at December 31, 2002, a decrease of $134,715. Net cash of $411,304 was used in operations for the six months ended June 30, 2003, primarily resulting from our net loss for the period and a decrease in accounts payable offset by the issuance of capital stock for services. Net cash used in investing activities for the six months ended June 30, 2003 was $3,411 resulting from the purchase of fixed assets. Net cash provided by financing activities for the six months ended June 30, 2003 was $280,000 resulting from the issuance of common stock for cash.

Subsequent to June 30, 2003, we issued 152,500 shares of restricted common stock for total proceeds of $29,000. We believe that cash on hand will be sufficient to fund our current operations through August 2003. After that date, we will require additional financings, which may come from future equity or debt offerings that could result in dilution to our stockholders. Adequate working capital may not be available and the lack of such working capital could adversely affect our ability to continue business operations.

ITEM 3.

Controls and Procedures

We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of June 30, 2003. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that our disclosure controls and procedures are effective to ensure that we record, process, summarize, and report information required to be disclosed by us in our quarterly reports filed under the Securities Exchange Act within the time periods specified by the Securities and Exchange Commission’s rules and forms. During the quarterly period covered by this report, there have not been any changes in our internal controls over financial reporting that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS – NONE

ITEM 2.

CHANGES IN SECURITIES

During April and May 2003, we issued a total of 2,000,000 shares of restricted common stock at a price of $0.05 per share, or an aggregate offering price of $100,000 as part of a private equity financing. Two accredited investors participated in the offering. No commissions were associated with this offering. We issued these shares without registration under the Securities Act in reliance on the exemption provided by Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

During June 2003, we issued 100,000 shares of restricted common stock at a price of $0.20 per share, or an aggregate offering price of $20,000 as part of a private equity financing. One accredited investor participated in the offering. No commissions were associated with this offering. We issued these shares without registration under the Securities Act in reliance on the exemption provided by Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES – NONE

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS – NONE

ITEM 5.

OTHER INFORMATION – NONE

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit Number	Description of Exhibit

10.1	Amended Employment Agreement between the Registrant and David M. Shworan

10.2	Amended 1999 Equity Incentive Compensation Plan

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.

(b) Reports on Form 8-K - None

SIGNATURE S

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			QUOTEMEDIA, INC. Dated: August 8, 2003
			By: /s/ D AVID M . S HWORAN

			David M. Shworan, President (Principal Executive Officer)


			By: /s/ K EITH J . R ANDALL

			Keith J. Randall, C.A., Chief Financial Officer (Principal Accounting Officer)

QuoteMedia, Inc.
17100 Shea Blvd.
Suite 230
Fountain Hills, AZ, 85268
Tel 480.905.7311
Fax 480.905.7207
www.quotemedia.com

May 8, 2003

Mr. Dave Shworan
Suite 202 – 166 Corfield St.
Parksville, BC V6P 2H5

Dear Dave:

This letter, and the Revised Schedule “A” attached to it, will serve as an addendum to the Employment Contract, dated November 13, 2002, (“Original Agreement”) between yourself and QuoteMedia, Inc. (formerly QuoteMedia.com Inc.), a copy of which is also attached.

As a result of both parties to the agreement now having an improved view of the challenges you are required to face and overcome, it is agreed that the following changes and additions are warranted to be made to the agreement effective May 8, 2003, unless otherwise specifically stated.

The following sections supersede or supplement those of the similar index number in the Original Agreement:

3. Remuneration:

Salary to be paid for your position will be determined and will be accrued from June 1, 2003 onward. The salary level will be agreed by the Board of Directors and you at the earliest date possible.

4. Signing Bonus:

An additional 5 million warrants may be awarded to you, with an expiry date of 5 years. 2 million of these will vest on the date that we mutually agree upon your salary but only if the agreement is reached not later than June 30, 2003. 3 million of these will be awarded and vest upon achievement of the performance thresholds specified in Revised Schedule “A”. These warrants will be “Restricted” to being exercised only in the event that there is adequate “free” authorized stock (not issued nor subject to purchase under outstanding option or warrant agreements) available to cover the stock purchase rights of these warrants, and still allow room for the raising of additional capital by the company, if required, in an emergency.

6. Performance Award:

The company will issue you warrants as per Revised Schedule “A”, attached to this letter, exercisable for 5 years from the date of issue, at the strike prices indicated on the schedule. These warrants will vest upon the achievement of the performance thresholds set forth in Revised Schedule “A”. These warrants will be issued as per the standard company policy of “net exercisable” pricing. This warrant award will be subject to the section on “Retractable Warrants” included in the Original Agreement.

11. Special Vesting conditions:

If the Company successfully sells or undergoes a takeover for $0.75 or more per share (fully diluted), or if its stock market per share trading price reaches and stays at $1.00 or greater for at least 3 months, you will be vested with all outstanding warrants not yet vested with you according to the performance chart in Revised Schedule “A”.

Additional Provisions:

It has also been agreed that, as soon as practicable and possible, a bonus pool of 2million warrants will be established, which will be available at the lowest possible strike prices, and under your sole authority, to award to deserving employees and key staff.

The Revised Schedule “A” attached to this letter replaces Schedule “A” attached to the Original Agreement in its entirety.

Please signify your agreement with and acceptance of these revisions by signing below.

Sincerely, QuoteMedia, Inc.
By: /s/ Robert J. Thompson

Robert J. Thompson Chairman of the Board

The revisions to my Employment Contract with QuoteMedia, Inc. are agreed to and accepted this 8 ^th day of May 2003.


By: /s/ David M. Shworan

David M. Shworan
President

Revised Schedule “A”

For Amended Employment Agreement

Monthly Net Revenue Targets (1)	Unrestricted Warrants Awarded (millions)	Restricted Warrants Awarded (millions)

$ 40,000	3	0
60,000	1	1
100,000	1	1
200,000	1	1

Share Price Targets (2)	Unrestricted Warrants Awarded (millions)

$ 0.25/ share	1
0.35/ share	1
0.50/ share	3
0.75/ share	5

Note (1)

•

Net Revenue is defined as Gross Revenue less user exchange fees.

•

All amounts are expressed in U.S. dollars.

•

All award levels are based on sustaining an average of the target level over a three-month period. The award will not vest until a three-month average of the target level is achieved.

•

Unrestricted warrants carry an exercise price of $ 0.05 as per employment agreement dated Nov 13, 2002.

•

Restricted warrants carry an exercise price of $ 0.075 as per amended employment agreement dated May 8, 2003.

•

“Restricted” warrants are warrants that can only be exercised in the event that there is adequate “free” authorized stock (not issued nor subject to purchase under outstanding option or warrant agreements) available to cover the stock purchase rights of these warrants, and still allow room for the raising of additional capital by the company, if required, in an emergency

Note (2)

•

Share price levels are as per the closing price of QuoteMedia’s stock each day.

•

All amounts are expressed in U.S. dollars.

•

All award levels are based on sustaining an average of the target level over a one-month period. The award will not vest until a one-month average of a target level is achieved.

Exhibit 10.2

QuoteMedia, Inc.

AMENDED 1999 STOCK OPTION PLAN

1. P URPOSE

This Stock Option Plan (the “Plan”) for QuoteMedia, Inc. (the “Company”) is intended to provide incentive to directors, officers, key employees of and consultants to the Company and members of the Company’s Advisory Board by providing those persons with opportunities to purchase shares of the Company’s Common Stock under (a) incentive stock options (“Incentive Stock Options”) as such term is defined under Section 422A of the Internal Revenue Code of 1986, as amended, and (b) other stock options (collectively herein referred to as “Options”).

2. D EFINITIONS

As used in this Plan, the following words and phrases shall have the meanings indicated:

(a)

“Board” shall mean the Board of Directors of the Company.

(b)

“Code” shall mean the Internal Revenue Code of 1986, as amended.

(c)

“Common Stock” shall mean the common stock of the Company, no par value.

(d)

“Company” shall mean QuoteMedia, Inc., the employer, which has established this Plan.

(e)

“Disability” shall mean an Optionee’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

(f)

“Fair Market Value” per share as of a particular date shall mean (i) the closing sales price per share of Common Stock on the principal national securities exchange, if any, on which the shares of Common Stock shall then be listed for the last preceding date on which there was a sale of such Common Stock on such exchange, or (ii) if the shares of Common Stock are not then listed on a national securities exchange, the last sales price per share of Common Stock entered on a national inter-dealer quotation system for the last preceding date on which there was a sale of such Common Stock on such national inter-dealer quotation system, or (iii) if no closing or last sales price per share of Common Stock is entered on a national inter-dealer quotation system, the average of the closing bid and asked prices for the shares of Common Stock in the over-the-counter market for the last preceding date on which there was a quotation for such Common Stock in such market, or (iv) if no price can be determined under the preceding alternatives, then the price per share as most recently determined by the Board, which shall make such determinations of value at least once annually.

(g)

“Incentive Stock Option” means one or more options to purchase Common Stock which, at the time such Options are granted under this Plan or any other such plan of the Company, qualify as incentive stock options under Section 422A of the Code.

(h)

“Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of granting an Option, each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(i)

“Plan” shall mean this Stock Option Plan.

(j)

“Option” shall mean any option issued pursuant to this Plan.

(k)

“Optionee” shall mean any person to whom an Option is granted under this Plan.

(l)

“AB Member” shall mean a member of the Company’s Advisory Board.

(m)

“Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of granting an Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(n)

“Ten Percent Shareholder” shall mean an Optionee who, at the time an Option is granted, owns directly or indirectly (within the meaning of Section 425(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Parent or a Subsidiary.

3. G ENERAL A DMINISTRATION

(a)

The Plan shall be administered by the Board or, in the Board’s sole discretion, a Stock Option Committee (the “Committee”) consisting of not less than three members of the Board; provided, however, that following the registration of the Company’s shares of Common Stock under the Securities Exchange Act of 1934, as amended (the “Act”), the Board shall delegate its duties and authorities with respect to the Plan to a Committee, all members of which shall be “disinterested persons” within the meaning of Section 16b-3 of the Act.

(b)

The Board or the Committee, as the case may be, shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Options; to determine the purchase price of shares of Common Stock covered by each Option (the “Option Price”); to determine the persons to whom, and the time or times at which, Options shall be granted; to determine the number of shares to be covered by each Option; to interpret the Plan; to prescribe, amend and rescind rules and provisions relating to the Plan; to determine the terms and provisions of the

Option Agreements (which need not be identical) entered into in connection with Options granted under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan.

(c)

If the Plan is administered by the Committee, the Board shall fill all vacancies, however caused, in the Committee. The Board may from time to time appoint additional members to the Committee, and may at any time remove one or more Committee members and substitute others.

(d)

No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Option granted hereunder.

4. G RANTING OF O PTIONS

Options may be granted under the Plan at any time prior to December 31, 2009.

5. E LIGIBILITY

(a)

Options may be granted to any director, officer, key employee of or consultant to the Company or any AB Member. In determining from time to time the directors, officers, employees, consultants and AB Members to whom Options shall be granted and the number of shares to be covered by each Option, the Board or the Committee, as the case may be, shall take into account the duties of such persons, their present and potential contributions to the success of the Company and such other factors as they shall deem relevant in connection with accomplishing the purposes of the Plan.

(b)

At the time of the grant of each Option under the Plan, the Board or the Committee, as the case may be, shall determine whether such Option is to be designated an Incentive Stock Option. Incentive Stock Options shall not be granted to a director, consultant or AB Member who is not an employee of the Company. Non-incentive stock option may be issued to any persons so designated by the Board or Committee. The length of the exercise period of Incentive Stock Options shall be governed by Section 7(e)(1) of the Plan; the exercise period of all other Options shall be governed by Section 7(e)(2) of the Plan.

6. S TOCK

(a)

The stock subject to the Options shall be shares of the Common Stock. Such shares may, in whole or in part, be authorized but unissued shares contributed directly by the Company or shares which shall have been or which may be acquired by the Company. The aggregate number of shares of Common Stock as to which Options may be granted from time to time under the Plan shall not exceed 2,500,000 shares. The limitation established by the preceding sentence shall be subject to adjustment as provided in Section 7(i) hereof.

(b)

If any outstanding Option under the Plan for any reason expires or is terminated without having been exercised in full, the shares of Common Stock allocable to the unexercised portion of such Option shall (unless the Plan shall have been terminated) become available for subsequent grants of Options under the Plan.

7. T ERMS AND C ONDITIONS OF O PTIONS

Each Option granted pursuant to the Plan shall be evidenced by Option Agreements in such forms as the Board or the Committee, as the case may be, may from time to time approve. Options shall comply with and be subject to the following terms and conditions:

(a)

Option Price . Each Option shall state the Option Price, which in the case of an Incentive Stock Option only shall be not less than one hundred percent (100%) of the Fair Market Value of the shares of Common Stock on the date of grant of the Option; provided, however, that in the case of only Incentive Stock Option granted to a Ten Percent Shareholder, the Option Price shall not be less than one hundred ten percent (110%) of such Fair Market Value. The Option Price for Options that are not Incentive Stock Options shall not be less than fifty percent (50%) of the Fair Market Value of the Shares of Common Stock on the date of grant of the Option. The Option price shall be subject to adjustment as provided in Section 7(i) hereof. The date on which the Board or the Committee, as the case may be, adopts a resolution expressly granting an Option shall be considered the day on which such Option is deemed granted unless other wise specified.

(b)

Restrictions . Any Common Stock issued under the Plan may contain restrictions, on their sale including, but not limited to, limitations on transferability that may constitute substantial risks of forfeiture, as the Board or the Committee, as the case may be, may determine.

(c)

Value of Shares . Options may be granted to any eligible person for shares of Common Stock of any value, provided that the aggregate Fair Market Value (determined at the time the Option is granted) of the stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all the plans of the Company, its Parent and its Subsidiaries) shall not exceed $100,000.

(d)

Medium and Time of Payment . The Option Price shall be paid in full, at the time of exercise, in cash or, with the approval of the Board or the Committee, as the case may be, in shares of Common Stock (“net exercise” Options) having a Fair Market Value in the aggregate equal to such Option Price or in a combination of cash and such shares.

(e)

Term and Exercise of Options .

(1)

Incentive Stock Options . Incentive Stock Options shall be exercisable over the exercise period specified by the Board or the Committee, as the case may be, in the Option Agreement, but in no event shall such period exceed ten (10) years from the date of the grant of each such Incentive Stock Option; provided, however, that in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, the exercise period shall not exceed five (5) years from the date of grant of such Option. The exercise period shall be subject to earlier termination as provided in Section 7(f) and 7(g) hereof and may be accelerated, as specified by the Board or the Committee, as the case may be, in the Option Agreement, upon certain events such as an initial public offering of the Company’s Common Stock. An Incentive Stock Option may be exercised, as to any or all full shares of Common Stock as to which the Incentive Stock Option has become exercisable, by giving written notice

of such exercise to the Board or the Committee, as the case may be; provided that an Incentive Stock Option may not be exercised at any one time as to less than 100 shares (or such number of shares as to which the Incentive Stock Option is then exercisable if such number of shares is less than 100).

(2)

Non-Incentive Stock Options . Options, which have not been designated by the Board or the Committee, as the case may be, as Incentive Stock Options, shall be exercisable up to a period of eleven (11) years.

(f)

Termination of Employment . Except as provided in Section 7(g) hereof and except with respect to Options granted to an AB Member or consultant which have not been designated as Incentive Stock Options, (i) an Option may not be exercised unless the Optionee is then a director of or in the employ of the Company or any Parent or Subsidiary of the Company (or a corporation or a Parent or Subsidiary of such corporation issuing or assuming the Option in a transaction to which Section 425(a) of the Code applies), and unless the Optionee has remained continuously a director or so employed, as the case may be, since the date of grant of the Option, and (ii) in the event all association of an Optionee with the Company (as an employee or director) shall terminate (other than by reason of death or Disability), all Options or unexercised portions thereof granted to such Optionee which are then otherwise exercisable shall terminate ninety (90) days following the day on which the Optionee ceases to be an employee and/or director, but in no event later than the date of expiration of the Options unless waived by the Board in writing. A bona fide leave of absence shall not be considered a termination or break in continuity of employment for any purpose of the Plan so long as the period of such leave does not exceed ninety (90) days or such longer period during which the Optionee’s right to reemployment is guaranteed by statute or by contract. Where the period of such leave exceeds ninety (90) days and the Optionee’s right to reemployment is not guaranteed, the Optionee’s employment will be deemed to have terminated on the ninety-first day of such leave. Nothing in the Plan or in any Option granted pursuant hereto shall confer upon an employee any right to continue in the employ of the Company or any of its divisions or Parent or Subsidiaries or interfere in any way with the right of the Company or any such divisions or Parent or Subsidiary to terminate such employment at any time.

(g)

Death or Disability of Optionee . If an Optionee shall die while a director of or employed by the Company or any Parent or Subsidiary of the Company, or if the Optionee’s employment shall terminate by reason of Disability, all Options theretofore granted to such Optionee may, unless earlier terminated in accordance with their terms, be exercised by the Optionee or by the personal representative of the Optionee’s estate or by a person who acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of the death of the Optionee, at any time within nine (9) months after the date of death or Disability of the Optionee, but in no event later than the date of expiration of the Option, provided that during the lifetime of the Optionee any Option granted to him may be exercised only by the Optionee.

(h)

Nontransferability of Options . Options granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution, and Options may be exercised, during the lifetime of the Optionee, only by the Optionee.

(i)

Effect of Certain Changes.

(1)

If there is any change in the number of shares of Common Stock through the declaration of stock dividends, recapitalization resulting in stock splits, or combinations or exchanges of such shares, then the number of shares of Common Stock available for Options, the number of such shares covered by outstanding Options and the price per share of such Options shall be proportionately adjusted to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.

(2)

In the event of the proposed dissolution or liquidation of the Corporation, each Option granted under the Plan shall terminate as of a date to be fixed by the Board; provided, however, that each Optionee shall have the right, immediately prior to such termination, to exercise the Options as to all or any part of the shares of Common Stock covered thereby, including shares as to which such Options would not otherwise be exercisable.

(3)

In the event of any merger, consolidation or reorganization of the Company, the Board or the Committee, as the case may be, shall promptly make an appropriate adjustment to the number and class of shares of Common Stock available for Options, and to the amount and kind of shares or other securities or property receivable upon exercise of any outstanding Options after the effective date of such transaction, and the price thereof (subject to the limitations of Section 425 of the Code) in order to preserve each Optionee’s proportionate interest therein, and in order that the aggregate Option Price remains unchanged. A consolidation of the Company with, or sale of substantially all of the assets of the Company to, or the merger of the Company with, any other person (other than a consolidation or merger in which the Company is the surviving corporation) shall cause each outstanding Option to terminate, provided that each Optionee shall have the right during a ten (10) day period ending on the fifth day prior to such consolidation or merger to exercise his or her Options, in whole or in part, including shares as to which such Options would not otherwise be exercisable.

(4)

In the event of a change in the Common Stock as presently constituted, which is limited to a change of all of its authorized shares with or without par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan.

(5)

To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board or the Committee, as the case may be, whose determination in that respect shall be final, binding and conclusive, provided that each Option granted pursuant to this Plan and designated an Incentive Stock Option shall not be adjusted in a manner that causes the Option to fail to continue to qualify as an Incentive Stock Option within the meaning of Section 422A of the Code.

(6)

Except as hereinbefore expressly provided in this Section 7(i), the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Option Price of shares of Common Stock subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassification, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

(7)

For purposes of the Plan, a “change in control” of the Company occurs if: (a) any “person” (defined as such term as used in Sections 13(d) and 14(d)(2) of the Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty five percent (25%) or more of the combined voting power of the Company’s outstanding securities then entitled to vote for the election of directors; or (b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors cease for any reason to constitute at least a majority thereof; or (c) the Board of Directors shall approve the sale of all or substantially all of the assets of the Company or any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (a) or (b) above.

In the event of a change in control of the Company, the Board or the Committee, as the case may be, in its discretion, may determine that, upon the occurrence of a transaction described in the preceding paragraph, each Option outstanding hereunder shall terminate within a specified number of days after notice to the holder, and such holder shall receive, with respect to each share of Common Stock subject to such Option, an amount of cash equal to the excess of the Fair Market Value of such share immediately prior to the occurrence of such transaction over the exercise price per share of such Option. The provisions contained in the preceding sentence shall be inapplicable to an Option granted within six (6) months before the occurrence of the transaction described above if the holder of such Option is a director or officer of the Company or a beneficial owner of the Company as defined in Section 16(a) of the Act, unless such holder dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the expiration of such six month period.

Alternatively, the Board or the Committee, as the case may be, may determine, in its discretion, that all then outstanding Options shall immediately become exercisable upon a change of control of the Company.

(j)

Rights as a Shareholder . An Optionee or a transferee of an Option shall have no rights as a shareholder with respect to any shares covered by his Option until the date of the issuance of a stock certificate to him for such shares. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or

other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 7(i) hereof.

(k)

Other Provisions . The Option Agreements authorized under the Plan shall contain such other provisions, including, without limitation, (i) the imposition of restrictions upon the exercise of an Option, and (ii) the inclusion of any condition not inconsistent with such Option qualifying as an Incentive Stock Option, as the Board of the Committee, as the case may be, shall deem advisable, including provisions with respect to compliance with federal and applicable state securities laws.

A GREEMENT BY O PTIONEE R EGARDING W ITHHOLDING T AXES

(a)

No later than the date of exercise of any Option granted hereunder, the Optionee will pay to the Company or make arrangements satisfactory to the Board or the Committee, as the case may be, regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Option; and

(b)

The Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to the Optionee any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Option.

T ERM OF P LAN

Options may be granted pursuant to the Plan from time to time within a period of ten (10) years from the date on which the Plan is adopted by the Board, provided that no Options granted under the Plan shall become exercisable unless and until the Plan shall have been approved by the Company’s shareholders.

10.

S AVINGS C LAUSE

Notwithstanding any other provision hereof, this Plan is intended to qualify as a plan pursuant to which incentive stock options may be issued under Section 422A of the Code. If this Plan or any provision of this Plan shall be held to be invalid or fail to meet the requirements of Section 422A of the Code or the regulations promulgated thereunder, such invalidity or failure shall not affect the remaining parts of this Plan, but rather it shall be construed and enforced as if the Plan or the affected provisions thereof, as the case may be, complied in all respects with the requirements of Section 422A of the Code.

11.

A MENDMENT AND T ERMINATION OF THE P LAN

The Board may at any time and from time to time suspend, terminate, modify or amend the Plan, provided that any amendment that would materially increase the aggregate number of shares of Common Stock as to which Options may be granted under the Plan, materially increase the benefits accruing to participants under the Plan, or materially modify the requirements as to eligibility for participation in the Plan shall be subject to the approval of the holders of a majority of the Common Stock issued and outstanding, except that any such increase or modification that may result from adjustments authorized by Section 7(i) hereof shall not require such approval. Except as provided in Section 8 hereof, no suspension, termination, modification or amendment of the Plan may

adversely affect any Option previously granted unless the written consent of the Optionee is obtained.

ADOPTED by the Board of Directors on June 2, 2003.

	QuoteMedia, Inc. Attest:
	By:	/s/ Keith J. Randall

		Keith J. Randall
		Secretary

Exhibit 31.1

CERTIFICATION

I, David M. Shworan, certify that:

I have reviewed this quarterly report on Form 10-QSB of Quotemedia, Inc.;

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;

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 small business issuer as of, and for, the periods presented in this report;

The small business issuer’s other certifying officer(s) 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)) for the small business issuer 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 small business issuer, 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) Evaluated the effectiveness of the small business issuer’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

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

The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

Date: August 8, 2003
	By:	/s/ D AVID M . S HWORAN

		David M. Shworan Chief Executive Officer and President

Exhibit 31.2

CERTIFICATION

I, Keith J. Randall, certify that:

I have reviewed this quarterly report on Form 10-QSB of Quotemedia, Inc.;

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

Date: August 8, 2003


			By: /s/ K EITH J . R ANDALL

			Keith J. Randall Chief Financial Officer

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-QSB of Quotemedia, Inc. (the “Company”) for the quarterly period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David M. Shworan, 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/ D AVID M . S HWORAN

David M. Shworan Chief Executive Officer August 8, 2003

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-QSB of Quotemedia.com, Inc. (the “Company”) for the quarterly period ended June 30, 2003 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/ K EITH J . R ANDALL

Keith J. Randall Chief Financial Officer August 8, 2003

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