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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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QuoteMedia, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Michael H. Giles Harland Group LLC, 1220 Main Street, Suite 400 Vancouver, WA, 98660 (888) 994-4552 Joseph F. Bailey Ashurst Perkins Coie US LLP, 1120 NW Couch Street, 10th Floor Portland, OR, 97209 (503) 727-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/03/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Harland Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
WASHINGTON
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,007,735.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Michael H. Giles | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
AUSTRALIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,007,735.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
QuoteMedia, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
17100 East Shea Boulevard, Suite 230, Fountain Hills,
ARIZONA
, 85268. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D relates to the Common Stock, par value $0.001 per share (the "Common Stock"), of QuoteMedia, Inc., a Nevada corporation (the "Issuer") and is being filed to amend the initial statement on Schedule 13D filed on December 29, 2022, as amended on May 24, 2023 and November 22, 2024 (the "Schedule 13D").
Except as set forth herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being jointly filed by (i) Harland Group LLC ("Harland Group"), and (ii) Michael H. Giles. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Michael H. Giles is the sole member and sole manager of Harland Group and exercises voting and dispositive power over the shares of the Issuer's Common Stock held by Harland Group. This Schedule 13D relates to the shares of the Issuer's Common Stock directly owned by Harland Group. As a result of the foregoing, as of the date of this Schedule 13D, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Harland Group may be deemed to beneficially own approximately 11.1% of the shares of the Issuer's Common Stock, and Mr. Giles may be deemed to beneficially own approximately 11.1% of the shares of the Issuer's Common Stock each based on the Issuer's shares outstanding as of May 1, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 14, 2026 (the "Report Date"). | |
| (b) | The principal business address of the Reporting Persons is 1220 Main Street, Suite 400, Vancouver, WA 98660. | |
| (c) | The principal business of Harland Group is investments. The principal occupation of Michael H. Giles is an entrepreneur and investor. | |
| (d) | Neither the Reporting Persons, nor, to the best knowledge of the foregoing, any of their controlling persons, have been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Neither the Reporting Persons, nor, to the best knowledge of the foregoing, any of their controlling persons, have been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Harland Group is a limited liability company organized under the laws of the State of Washington. Mr. Giles is an Australian citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On August 3, 2026, Harland Group used cash in the aggregate amount of $165,007 from its working capital to purchase an additional 1,051,000 shares of Common Stock reported herein. No borrowed funds were used to purchase any of those shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons. | |
| (b) | See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. | |
| (c) | On August 3, 2026, Harland Group purchased 1,051,000 shares of Common Stock in the open market at a price per share equal to $0.157. The Reporting Persons have not effected any other transactions in the Common Stock, or securities convertible into, exercisable for or exchangeable for, shares of Common Stock in the last 60 days. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement, dated August 5, 2026, by and between Harland Group LLC and Michael H. Giles | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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