UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31, 2010

OR

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

OR

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from ____________to ____________________

Commission file number 000-32981

QWICK MEDIA INC.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

The Cayman Islands
(Jurisdiction of incorporation or organization)

780 – 333 Seymour Street
Vancouver, British Columbia, Canada V6B 5A6
(Address of principal executive offices)

Ross Tocher, President,
778.370.1719
rosstocher@trianequities.com
780-333 Seymour Street,
Vancouver British Columbia
Canada, V6B 5A6
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Not Applicable	Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not Applicable
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 51,313,366 common shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] YES [ x ] NO

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[ ] YES [ x ] NO

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.
[ x ] 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). (Not applicable to the registrant at this time) [ ] YES [ ] NO

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ x ]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP [ x ]	International Financial Reporting Standards as issued	Other [ ]
	by the International Accounting Standards Board [ ]

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
[ ] Item 17 [ ] Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] YES [ x ] NO

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

INTRODUCTION AND INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This annual company report on Form 20-F contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, or “continue”, or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, including the risks in the section entitled “Risk Factors” commencing on page 6, uncertainties and other factors, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These risks and uncertainties include: a renewed downturn in international economic conditions; any adverse occurrence with respect to the development or marketing of our technology; any adverse occurrence with respect to any of our licensing agreements; our ability to successfully bring products to market; product development or other initiatives by our competitors; fluctuations in the availability and cost of materials required to produce our products; any adverse occurrence with respect to distribution of our products; potential negative financial impact from claims, lawsuits and other legal proceedings or challenges; and other factors beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of such factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

In this Form 20-F, unless otherwise stated, references to “we”, “us”, “our” and “Qwick” refer to Qwick Media Inc., a Cayman Islands corporation, and references to “Qeyos” refer to our wholly-owned subsidiary, Qeyos Ad Systems Inc., a British Columbia corporation. Unless otherwise stated, “$” refers to United States dollars.

TABLE OF CONTENTS

PART I			5
	ITEM 1	Identity of Directors, Senior Management and Advisers	5
	ITEM 2	Offer Statistics and Expected Timetable	5
	ITEM 3	Key Information	5
	ITEM 4	Information on the Company	19
	ITEM 4A	Unresolved Staff Comments	39
	ITEM 5	Operating and Financial Review and Prospects	39
	ITEM 6	Directors, Senior Management and Employees	42
	ITEM 7	Major Shareholders and Related Party Transactions	49
	ITEM 8	Financial Information	51
	ITEM 9	The Offer and Listing	51
	ITEM 10	Additional Information	52
	ITEM 11	Quantitative and Qualitative Disclosures About Market Risk	55
	ITEM 12	Description of Securities Other Than Equity Securities	55
PART II			55
	ITEM 13	Defaults, Dividend Arrearages and Delinquencies	55
	ITEM 14	Material Modifications to the Rights of Security Holders and Use of Proceeds	56
	ITEM 15	Controls and Procedures	56
	ITEM 15T	Controls and Procedures	57
	ITEM 16	[Reserved]	57
	ITEM 16A	Audit Committee Financial Expert	57
	ITEM 16B	Code of Ethics	57
	ITEM 16C	Principal Accountant Fees and Services	58
	ITEM 16D.	Exemption from the Listing Standards for Audit Committees	59
	ITEM 16E	Purchases of Equity Securities the Company and Affiliated Purchasers	59
	ITEM 16F	Change in Registrant’s Certifying Accountant	59
	ITEM 16G	Corporate Governance	59
	ITEM 17	Financial Statements	59
	ITEM 18	Financial Statements	60
	ITEM 19	Exhibits	61

4

PART I

ITEM 1 Identity of Directors, Senior Management and Advisers

Not applicable.

ITEM 2 Offer Statistics and Expected Timetable

Not applicable.

ITEM 3 Key Information

A. Selected Financial Data

The following financial data summarizes selected financial data for our company prepared in accordance with United States generally accepted accounting principles (“US GAAP”) for the five fiscal years ended December 31, 2010. The information presented below for the five year period ended December 31, 2010 is derived from our financial statements which were examined by our independent auditor. The information set forth below should be read in conjunction with our audited financial statements and related notes included in this annual report, and with the information appearing under the heading “Item 5. Operating and Financial Review and Prospects”. The data is presented in U.S. dollars.

Selected Financial Data
(Stated in U.S. Dollars - Calculated in accordance with US GAAP)
(Audited)

	Year ended Dec. 31, 2010 (audited)	Year ended Dec. 31, 2009 (audited)	Year ended Dec. 31, 2008 (audited)	Year ended Dec. 31, 2007 (audited)	Year ended Dec. 31, 2006 (audited)
Net sales or operating revenue	$ -	$ -	$ -	$ -	$ -
Total expenses	188,016	226,924	104,412	74,191	67,488
Loss from operations and continuing operations	188,016	226,924	104,412	74,191	67,488
Net loss	188,016	226,924	104,412	74,191	67,488
Basic and diluted loss per common share	(0.00)	0.01	0.01	0.01	0.01
Total assets	1,340,858	1,433	659	1,234	396
Total liabilities	439,471	297,030	650,962	547,125	472,096
Total stockholders’ equity (deficiency)	901,387	(295,597)	(650,303)	(545,891)	(471,700)
Capital stock	51,313	51,313	12,538	12,538	12,538
Weighted average number of common shares outstanding	51,313,366	22,311,517	12,538,000	12,538,000	12,538,000
Number of common shares outstanding as at period end	51,313,366	51,313,366	12,538,000	12,538,000	12,538,000
Long-term debt	-	-	-	-	-
Dividends per common share	-	-	-	-	-

B. Capitalization and Indebtedness

Not applicable.

5

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Much of the information included in this annual report includes or is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements include any projections or estimates made by our company and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements.

The common shares of our company are considered speculative. You should carefully consider the following risks and uncertainties in addition to other information in this annual company report in evaluating our company and our business before purchasing any shares of our company. Our business, operating and financial condition could be harmed due to any of the following risks.

Risks Relating to our Business

Our company currently does not generate revenue from its planned operations, and as a result, we face a high risk of business failure.

We have not generated any revenues from our planned operations to date. As of December 31, 2010, we had accumulated $1,141,243 in losses since inception. As a result of the completion of the acquisition of the shares of Qeyos on January 28, 2011, our business is now the development of proprietary software, know-how and hardware. Our software and hardware is used in the digital out-of-home (“DOOH”) media advertising industry. Therefore, our principal business is to provide our clients with advertising opportunities through self-service, interactive digital kiosks, interactive window displays, interactive transit displays and other interactive out-of-home advertising displays, such as digital wall-scapes, spectaculars and mall displays that we own and operate in North American and Chinese advertising markets. Our ability to generate revenues from planned advertising sales depends largely on our ability to provide a large interactive network of digital kiosks and digital TV screens that show our programs in high traffic locations at trade-show exhibitions and large retail stores and shopping malls. This, in turn, requires that we obtain specialized broadcast interactive television (“Micro-broadcast”) contracts or concession rights contracts in order to operate our business. As such, in order to generate revenues, we will incur substantial expenses in the development of our business. We therefore expect to incur significant losses in the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate operating revenues or achieve profitable operations in the future.

If we are not able to effectively protect our intellectual property, our business may suffer a material negative impact and may fail.

The success of our company will be dependent on our ability to protect and develop our technology, however, we have not yet obtained any patents or trademarks. We have applied for a registered U.S. trade-name “Qwick Media”, which is pending under serial number 85,078,835. If we are unable to secure trademark and patent protection for our intellectual property in the future or that protection is inadequate for future products, our business may be materially adversely affected. Further, there is no assurance that our interactive kiosks and displays or other aspects of our business do not or will not infringe upon patents, copyrights or other intellectual property rights held by third parties. Although we are not aware of any such claims, we may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives. In addition, we may incur substantial expenses and diversion of management time in defending against these third-party infringement claims, regardless of their merit. Successful infringement or licensing claims against us may result in substantial monetary liabilities, which may materially and adversely disrupt our business.

6

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $700,996 and a working capital of $261,525 as of December 31, 2010. Although we obtained cash of $2,000,000 as a result of the closing of the private placement on January 28, 2011, if our current sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.

In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:

• investors’ perception of, and demand for, securities of alternative advertising media companies;

• conditions of the U.S. and other capital markets in which we may seek to raise funds;

• our future results of operations, financial condition and cash flows;

• People’s Republic of China (“PRC”) governmental regulation of foreign investment in advertising services companies in the PRC;

• economic, political and other conditions in North America and the PRC; and

• PRC governmental policies relating to foreign currency borrowings.

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition and could cause our business to fail.

Our limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

Qeyos was incorporated and began operations in January 2009. As such, our limited operating history may not provide a meaningful basis for readers to evaluate our business, financial performance and prospects. It is also difficult to evaluate the viability of our interactive digital media Micro-broadcast network and other advertising media dedicated to the DOOH sector because we do not have sufficient experience to address the risks frequently encountered by early stage companies using new forms of advertising media and entering new and rapidly evolving markets. Certain members of our senior management team have worked together for only a relatively short period of time and it may be difficult for readers to evaluate their effectiveness, on an individual or collective basis, and their ability to address future challenges to our business. Given our limited operating history, we may not be able to:

• preserve our position in the interactive digital media markets in North America and China;

• manage our emerging relationships with large retailers and Micro-broadcast sponsors to secure network broadcast and media management contracts or concession rights contracts and obtain such contracts or concession rights contracts to operate interactive digital media platforms in leading retail chains on commercially advantageous terms or at all;

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• obtain, retain and acquire advertising clients;

• manage our emerging relationships with third-party non-advertising content providers;

• secure a sufficient amount of low-cost interactive digital kiosks and digital TV screens from our suppliers;

• manage our expanding operations, including the integration of any future acquisitions;

• increase and diversify our revenue sources by successfully expanding into other complimentary advertising media platforms and replacing third party light box displays to interactive digital frames;

• respond to competitive market conditions;

• maintain adequate control of our expenses; or

• attract, train, motivate and retain qualified personnel.

If we are unsuccessful in addressing any of these risks, our business may be materially and adversely affected.

If advertisers or the viewing public do not accept, or lose interest in, our interactive digital media network, we may be unable to generate sufficient cash flow from our operating activities and our prospects and results of operations could be negatively affected.

The market for interactive digital media networks in North America and China is relatively new and its potential is uncertain. We compete for advertising spending with many forms of more established advertising media, such as television, print media, Internet and other types of out-of-home advertising. Our success depends on the acceptance of our interactive digital media network by advertising clients and agencies and their continuing and increased interest in this medium as a component of their advertising strategies. Our success also depends on the viewing public continuing to be receptive towards our interactive digital media network. Advertisers may elect not to use our services if they believe that consumers are not receptive to our Micro-broadcast network or that our network does not provide sufficient value as an effective advertising medium. Likewise, if consumers find some element of our network to be disruptive or intrusive, large retailing companies may decide not to allow us to operate the interactive digital and interactive TV screens in stores or shopping malls or to place our programs in high traffic areas, and advertisers may view our micro-broadcast network as a less attractive advertising medium compared to other alternatives. In that event, advertisers may determine to decline spending on our Micro-broadcast network and interactive advertising distribution channels.

Interactive DOOH advertising is a new concept in North America and China and in the advertising industry generally. If we are not able to adequately track consumer responses to our programs, in particular tracking the demographics of consumers most receptive to interactive advertising, we will not be able to provide sufficient feedback and data to existing and potential advertising clients to help us generate demand and determine pricing. Without improved market research, advertising clients may reduce their use of interactive advertising and instead turn to more traditional forms of advertising that have more established and proven analytical methods of tracking effectiveness.

If a substantial number of advertisers lose interest in advertising on our Micro-broadcast digital media networks for these or other reasons, or become unwilling to purchase advertising time slots on our network, we will be unable to generate sufficient revenues and cash flow to operate our business, and our revenues, prospects and results of operations could be negatively affected.

8

We plan to derive the majority of our revenues from the provision of advertising services. If there is a downturn in the advertising industry, we may not be able to diversify our revenue sources and our ability to generate revenues and our results of operations could be materially and adversely affected.

We do not have any current plans to expand outside our existing sector and enter into more advertising segments to diversify our revenue sources. As a result, if there were a downturn our advertising sector for any reason, we may not be able to diversify our revenue sources and our ability to generate revenues and our results of operations could be materially and adversely affected.

If we are unable to carry out our plan of operations as specified in proposed contracts or obtain new contracts or concession rights contracts on commercially advantageous terms or at all, we may be unable to maintain or expand our Micro-broadcast network coverage and our costs may increase significantly in the future.

Our ability to generate planned revenues from advertising sales depends largely upon our ability to provide a large interactive network of digital kiosks and digital TV screens that show our programs in high traffic locations of trade-show exhibitions, large retail stores and shopping malls. This, in turn, requires that we obtain Micro-broadcast contracts or concession rights contracts to operate our business. There are no assurances that we will be able to carry out our operations in a manner as specified in such future contracts or that the typical terms of such contracts, ranging from three to five years, will be capable of including any automatic renewal provisions.

We may depend on third-party program producers to provide the non-advertising content that we include in our interactive programs. Failure to obtain high-quality content on commercially reasonable terms could materially reduce the attractiveness of our Micro-broadcast network, harm our reputation and cause our planned revenues to be unrealized or to decline.

We are planning for the majority of our interactive digital kiosks and TV screens to mix advertising and non-advertising content. We do not produce or create any of the non-advertising content included in our programs. The advertisers will provide us with the advertising content that they do not retain us to produce. All of the non-advertising content is provided by third-party content providers such as various local television stations and television production companies. For example, we have plans to include a variety of news and entertainment content provided by third parties on our Micro-broadcast network, without charge, on the condition that their logo is displayed throughout the duration of the provided content. Certain third-party content providers also do not plan to charge us for their content.

There is no assurance that we will be able to secure these contracts or obtain non-advertising content on satisfactory terms, or at all. In addition, some of the third-party content providers that currently do not charge us for their content may do so in the future. To make our programs more attractive, we must continue to secure contracts with these and other third-party content providers. If we fail to obtain a sufficient amount of high-quality content on a cost-effective basis, advertisers may find advertising on our Micro-broadcast networks unattractive and may not wish to purchase advertising time slots on our network, which would materially and adversely affect our ability to generate revenues from our advertising time slots and cause our revenues to decline and our business and prospects to deteriorate.

If we are unable to attract advertisers to purchase advertising time on our Micro-broadcast network, we will be unable to maintain or increase our advertising fees, which could negatively affect our ability to grow our profits.

The fees we charge advertising clients and agencies for time slots on our network depend on the size and quality of our interactive network and the demand by advertisers for advertising time on our network. We believe advertisers will choose to advertise on our Micro-broadcast network in part based on the intended size of our network, the desirability of the locations where we have placed our interactive kiosks and digital TV screens and the attractiveness of our network content. If we fail to establish sufficient critical mass, maintain or increase the number of our interactive displays, solidify our brand name and reputation as a quality interactive digital media provider, or obtain high-quality non-advertising content at commercially reasonable prices, advertisers may be unwilling to purchase time on our Micro-broadcast network or to pay the levels of advertising fees we require to grow our profits.

9

When our planned advertising network of interactive digital kiosks and TV screens reaches saturation in the major retail locations where we seek to operate, we may be unable to offer additional time slots to satisfy all of our advertisers’ needs, which could hamper our ability to generate higher levels of revenues and profitability over time.

When our network of digital TV screens reaches saturation in any particular Micro-broadcast network, we may be unable to offer additional advertising time slots to satisfy all of our expected advertisers’ needs. We would need to increase our advertising rates for advertising in such networks in order to increase our revenues. However, advertisers may be unwilling to accept rate increases, which could hamper our ability to generate higher levels of revenues over time.

Including non-advertising content in our programs may be deemed a form of broadcasting under applicable federal law. If so, we may be required to obtain certain approvals and/or authorizations, the failure of which may make us unable to continue to include non-advertising content in our programs, which may cause our revenues to decline and our business and prospects to deteriorate.

Current laws and regulations in North America and China may prohibit any entities or individuals from broadcasting non-advertising content through television networks without the prior approval of the relevant authorities. Applicable laws and regulations do not, however, expressly classify the display of non-advertising content through digital media networks such as ours as a form of broadcasting. Although we believe we are in compliance with current laws and regulations in the jurisdictions in which we intend to operate we cannot assure you that the relevant authorities will reach the same conclusion.

If we are in fact deemed to be engaged in the broadcasting of non-advertising content, we may be subject to monetary penalties or may be forced to eliminate non-advertising content from the programs included in our Micro-broadcast digital TV screens, all of which could have a material and adverse effect on our intended business operations. In addition, if new laws or regulations are promulgated that characterize our business operations as engaging in the broadcasting of non-advertising content, we would be required to obtain additional approvals and/or authorizations. If we fail to obtain any required approvals and/or authorizations, we may not be able to continue to include non-advertising content in our programs and advertisers may find our network less attractive and be unwilling to purchase advertising time slots on our network, which may cause our revenues to decline and our business and prospects to deteriorate.

Because we may rely on third-party agencies to help source advertising clients, our failure to retain key third-party agencies or attract additional agencies on favorable terms could materially and adversely affect our revenue growth.

We plan to engage third-party agencies to assist us in sourcing advertising clients from time to time. We do not have any long-term or exclusive agreements with these agencies, including our key third-party agencies, and cannot assure that we will obtain or continue to maintain favorable relationships with them. If we fail to obtain and retain key third-party agencies or attract additional agencies, we may not be able to secure or retain advertising clients or attract new advertisers or advertising agency clients and our business and results of operations could be materially adversely affected.

We shall be dependent on a limited number of customers for a significant portion of our revenues and this dependence may continue or reoccur in the future, which would make us more vulnerable to the loss of intended major customers or delays in payments from these customers.

Given our limited operating history and the rapid growth of our industry, we cannot assure that we will not be dependent on a small number of customers in the future. If we fail to sell our services to one or more of our major customers in any particular period, or if a large customer purchases less of our services or fails to purchase additional advertising time on our Micro-broadcast networks, our revenues could be unrealized or could decline and our operating results could be adversely affected. In addition, the dependence on a small number of customers could leave us more vulnerable to delays in payments from these customers. If one of our intended anchor customers is significantly delinquent with their payments, our financial conditions may be materially and adversely affected.

10

If we are unable to adapt to changing advertising trends and the technology needs of advertisers and consumers, we will not be able to compete effectively and we will be unable to realize, increase or maintain our revenues which may materially and adversely affect our business prospects and revenues.

The market for interactive advertising requires us to continuously identify new advertising trends and the technological needs of both advertisers and consumers, which may require us to develop new formats, features and enhancements for our Micro-broadcasting advertising network.

We must be able to quickly and cost-effectively expand into additional advertising media and platforms beyond interactive kiosks and interactive digital TV screens if advertisers find other media and platforms, such as mobile applications, to be more attractive and cost-effective. In addition, as the advertising industry is highly competitive and fragmented with many advertising agencies exiting and emerging, we must closely monitor the trends in the advertising agency community. We must maintain strong relationships with leading advertising agencies to make certain that we are reaching the leading advertisers and are responsive to the needs of both the advertising agencies and the advertisers.

We currently plan to play advertisements in our network primarily through Internet VPN broadband and wireless 3G+ networking, and digital players, respectively. In the future, we may be required to incur development and acquisition costs in order to keep pace with new technology needs but we may not have the financial resources necessary to fund and implement future technological innovations or to replace obsolete technology. Furthermore, we may fail to respond to these changing technology needs. For example, if we fail to implement such changes on our network or fail to do so in a timely manner, our competitors or future entrants into the market who take advantage of such initiatives could gain a competitive advantage over us.

If we cannot succeed in defining, developing and introducing new formats, features and technologies on a timely and cost-effective basis, advertising demand for our advertising network may decrease and we may not be able to compete effectively or attract advertising clients, which would have a material and adverse effect on our business prospects and revenues.

We face significant competition in the global advertising industry, and if we do not compete successfully against new and existing competitors in North America and China, we may not realize or may lose our future market share, and our intended profitability may be adversely affected.

We face significant competition in the global advertising industry. We compete for advertising clients primarily on the basis of network size and coverage, location, price, the quality of our programs, the range of services that we offer and brand recognition. We compete for overall advertising spending with other alternative advertising media companies, such as Internet, street furniture, billboard and public transport advertising companies, and with traditional advertising media, such as newspapers, television, magazines and radio. We also compete for advertising dollars spent in the passive display DOOH advertising industry. We must compete with other media platforms of advertising for which we do not have exclusivity, including billboards, light boxes and print media. In addition, we may also face competition from new entrants into interactive advertising in the future.

Significant competition could reduce our planned operating margins and profitability and result in a loss of intended market share. Some of our existing and potential competitors may have competitive advantages, such as significantly greater brand recognition, financial, marketing or other resources and may be able to mimic and adopt our business model. In addition, several of our competitors have significantly larger advertising networks than we do, which gives them an ability to reach a larger number of overall potential consumers and which make them less susceptible to downturns in particular sectors, such as the interactive sector. Moreover, significant competition will provide advertisers with a wider range of media and advertising service alternatives, which could lead to lower prices and decreased revenues, gross margins and profits. We cannot assure you that we will be able to successfully compete against new or existing competitors.

11

Our plan of operations is subject to fluctuations in the demand for interactive DOOH advertising, which is affected by, among other things, seasonality and general economic conditions, and a decrease in the demand for interactive DOOH advertising may make it difficult for us to sell our advertising time slots.

Our planned operations are directly linked to the fortunes of the DOOH advertising industry. Demand for such advertising fluctuates significantly from period to period, is subject to seasonality due to weather conditions, and is particularly susceptible to downturns in the economy, any of which could lead to a reduction in the growth of the DOOH industry in North America and China.

A decrease in demand for our planned advertising services may materially and adversely affect our ability to generate revenues, our financial condition and results of operations.

Demand for our advertising services, and the resulting advertising spending by our clients, may fluctuate due to changes in general economic conditions, and advertising spending typically decreases during periods of economic downturn.

Our clients may reduce the money they spend to advertise on our network for a number of reasons, including:

• a general decline in economic conditions;

• a general decline in the number of consumers and consumer spending;

• a decline in economic conditions in the particular cities where our network plans to be located;

• a decision to shift advertising expenditures to other available advertising media; and

• a decline in advertising spending in general.

A decrease in demand for advertising media in general and for our advertising services in particular would materially and adversely affect our ability to generate revenues from our advertising services, and our financial condition and results of operations.

If we fail to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our expansion strategies or meet the demands of our advertising clients.

Rapid growth and expansion may place significant strain on our management personnel, systems and resources. We must establish and continue to expand our operations to meet the anticipated demands of advertisers for larger and more diverse network coverage. To accommodate our growth, we anticipate that we will need to implement a variety of new and upgraded operational and financial systems, procedures and controls, including the improvement of our accounting and other internal management systems, all of which require substantial management efforts.

We also will need to continue to expand, train, manage and motivate our workforce as well as manage our relationships with our prospective clientele and third-party non-advertising content providers. We must add sales and marketing offices and personnel to service relationships with new Micro-broadcast sponsors that we will aim to add as part of our network. As we add new interactive kiosks and interactive digital TV screens and other media platforms, we will need to incur greater maintenance costs to maintain our equipment.

All of these endeavors will require substantial managerial efforts and skill, as well as the incurrence of additional expenditures. We cannot assure the reader that we will be able to manage our growth effectively, and we may not be able to take advantage of market opportunities, execute our expansion strategies or meet the demands of our advertising clients.

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Future acquisitions may have an adverse effect on our ability to manage our business.

We may acquire businesses, technologies, services or products which are complementary to our core interactive digital media network business. Future acquisitions may expose us to potential risks, including risks associated with:

• the integration of new operations, services and personnel;

• unforeseen or hidden liabilities;

• the diversion of resources from our existing business and technology;

• our potential inability to generate sufficient revenue to offset new costs;

• the expenses of acquisitions; or

• the potential loss of or harm to relationships with both employees and advertising clients resulting from our integration of new businesses.

Any of the potential risks listed above could have a material and adverse effect on our ability to manage our business, our revenues and net income.

We may need to raise additional debt funding or sell additional equity securities to make such acquisitions. The raising of additional debt funding by us, if required, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on our assets, that would restrict our operations. The sale of additional equity securities could result in additional dilution to our shareholders.

Our quarterly and annual operating results are difficult to predict and may fluctuate significantly from period to period in the future.

Our future quarterly and annual operating results are difficult to predict and may fluctuate significantly from period to period based on the seasonality of interactive, consumer spending and corresponding advertising trends in North America and China. In addition, DOOH and advertising spending in North America and China generally tends to increase during holidays and tends to decrease during the fourth quarter. DOOH and advertising spending in North America and China is also affected by certain special events and related government measures. As a result, period-to-period comparisons of our operating results may be unreliable as an indication of our future performance.

We may experience seasonality effects due to the seasonality of DOOH and advertising spending in North America and China. Other factors that may cause our operating results to fluctuate include a deterioration of economic conditions in North America and China and potential changes to the regulation of the advertising industry in North America and China, which are discussed elsewhere in this Form 20-F. If our projected revenues for a particular quarter are lower than we expect, we may be unable to reduce our operating expenses for that quarter by a corresponding amount, which would harm our operating results for that quarter relative to our operating results from other quarters.

We may be subject to, and may expend significant resources in defending against, government actions and civil suits based on the content we provide through our interactive digital media network.

Civil claims may be filed against us for fraud, defamation, subversion, negligence, copyright or trademark infringement or other violations due to the nature and content of the information displayed on our network. If consumers find the content displayed on our network to be offensive, clientele may seek to hold us responsible for any consumer claims or may terminate their relationships with us. Offensive and objectionable content and legal standards for defamation and fraud in China are less defined than in North America and other countries and we may not be able to properly screen out unlawful content.

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In addition, if the security of our content management system is breached and unauthorized images, text or audio sounds are displayed on our network, viewers or the government may find these images, text or audio sounds to be offensive, which may subject us to civil liability or government censure despite our efforts to ensure the security of our content management system. Any such event may also damage our reputation. If our advertising viewers do not believe our content is reliable or accurate, our business model may become less appealing to viewers in North America and China and our advertising clients may be less willing to place advertisements on our network.

We do not have any business liability, disruption or litigation insurance, and any business disruption or litigation we experience might result in our incurring substantial costs and the diversion of resources.

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products and do not, to our knowledge, offer business liability insurance. While business disruption insurance is available to a limited extent in China, we have determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, except for fire insurance, we do not have any business liability, disruption or litigation insurance coverage for our operations in China. Any business disruption or litigation may result in our incurring substantial costs and the diversion of resources.

Risks Related to Regulation of Our Business and to Our Structure

Compliance with advertising laws and regulations may be difficult and could be costly, and failure to comply could subject us to government sanctions.

Advertising laws and regulations require advertisers, advertising operators and advertising distributors, including businesses such as ours, to ensure that the content of the advertisements they prepare or distribute are fair and accurate and are in full compliance with applicable law. Violation of these laws or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, government may revoke a violator’s license for advertising business operations.

As an interactive advertising service provider, we are obligated under laws and regulations to monitor the advertising content that is shown on our network for compliance with applicable law. In general, the advertisements shown on our network have previously been broadcast over public television networks and have been subjected to internal review and verification of such networks. We are still required to independently review and verify these advertisements for content compliance before displaying the advertisements. In addition, if a special government review is required for certain product advertisements before they are shown to the public, we are obligated to confirm that such review has been performed and approval has been obtained. In addition, for advertising content related to certain types of products and services, such as food products, alcohol, cosmetics, pharmaceuticals and medical procedures, we are required to confirm that the advertisers have obtained requisite government approvals including the advertising client’s operating qualifications, proof of quality inspection of the advertised products, government pre-approval of the contents of the advertisement and filing with the local authorities.

We endeavor to comply with such requirements, including by requesting relevant documents from the advertisers. However, we cannot assure the reader that each advertisement that an advertiser or advertising agency client provides to us and which we include in our Micro-broadcast network programs is in compliance with relevant advertising laws and regulations or that the supporting documentation and government approvals provided to us by our advertising clients in connection with certain advertising content are complete. Although we review advertising content for compliance with relevant laws and regulations, the content standards in the PRC are less certain and less clear than in those in countries such as the United States and we cannot assure the reader that we will be able to properly review the content to comply with the standards imposed on us with certainty.

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If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry and in the operating of non-advertising content, we could be subject to severe penalties.

PRC regulations currently permit 100% foreign ownership of companies that provide advertising services. Any foreign entities that invest in the advertising services industry are required to have at least three years of direct operations in the advertising industry outside of China. In addition, PRC regulations currently prohibit foreign investment in the production and operation of any non-advertising content. We do not currently directly operate an advertising business outside of China and thus cannot qualify under PRC regulations until three years after we commence any such operations outside of China or until we acquire a company that has directly operated an advertising business outside of China for the required period of time. Penalties for violations include:

• revoking the business and operating licenses of our pending PRC subsidiaries and affiliates;

• discontinuing or restricting our pending PRC subsidiaries’ and affiliates’ operations;

• imposing conditions or requirements with which we or our pending PRC subsidiaries and affiliates may not be able to comply;

• requiring us or our pending PRC subsidiaries and affiliates to restructure the relevant ownership structure or operations; or

• restricting or prohibiting our use of the proceeds of the concurrent private placement to finance our business and operations in China.

The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

Changes in laws and regulations governing interactive advertising or otherwise affecting our business in North America or China may result in substantial costs and diversion of resources and may materially and adversely affect our business prospects and results of operations.

There are no existing laws or regulations that specifically define or regulate interactive DOOH advertising. It has been reported that the relevant PRC government authorities are currently considering adopting new regulations governing Internet based interactive television advertising. We cannot predict the timing and effects of such new regulations. Changes in laws and regulations governing the content of interactive advertising, our business licenses or otherwise affecting our planned business in China may result in substantial costs and diversion of resources and may materially and adversely affect our business prospects and results of operations.

Risks Related to Doing Business in China

Adverse changes in the political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our services and have a material adverse effect on our competitive position.

Our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments of China. The Chinese economy differs from the economies of most developed countries in many respects, including:

• the amount of government involvement;

• the level of development;

• the growth rate;

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• the control of foreign exchange; and

• the allocation of resources.

While the Chinese economy has experienced significant growth in the past 25 years, growth has been uneven both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may also have a negative effect on us. We cannot predict the future direction of political or economic reforms or the effects such measures may have on our business, financial position or results of operations. Any adverse change in the political or economic conditions in China, including changes in the policies of the PRC government or in laws and regulations in China, could have a material adverse effect on the overall economic growth of China and in the interactive advertising industry. Such developments could have a material adverse effect on our business, lead to reduction in demand for our services and materially and adversely affect our competitive position.

Uncertainties with respect to the PRC legal system could limit the legal protections available to us or result in substantial costs and the diversion of resources and management attention.

We conduct our software development business in part through agreement and assistance from Companion Sino-net Technology Development (Beijing) Co., Ltd., which is an indirect 90% corporate subsidiary and affiliate of R. J. Tocher Holdings Ltd., a company owned by our Chief Executive Officer, Ross James Tocher, which is subject to PRC laws and regulations applicable to foreign investment in China and, in particular, laws applicable to wholly-foreign owned companies. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit the legal protections available to us. In addition, any litigation in China may be protracted and result in substantial costs and the diversion of resources and management attention.

Fluctuations in exchange rates may have a material adverse effect on your investment.

The reporting and functional currency of our company is the U.S. dollar. However, a substantial portion of the expected revenues and expenses of our consolidated operating subsidiaries and affiliate entities may be denominated in CAD and RMB. The value of these currencies against the U.S. dollar may fluctuate and is affected by, among other things, changes in the political and economic conditions in Canada and China. Fluctuations in exchange rates, primarily those involving the U.S. dollar, may affect the relative purchasing power of our working capital and our balance sheet and earnings per share in U.S. dollars. In addition, appreciation or depreciation in the value of the foreign currencies relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we may issue which will be exchanged into U.S. dollars, and earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited so that we may not be able to successfully hedge our exposure at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

Restrictions on currency exchange may limit our ability to receive and use our revenues or financing effectively.

Under China’s existing foreign exchange regulations, we will be permitted to pay dividends in foreign currencies, without prior approval from the State Administration of Foreign Exchange (“SAFE”), by complying with certain procedural requirements. However, we cannot assure you that the PRC government will not take measures in the future to restrict access to foreign currencies for current account transactions.

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Foreign exchange transactions by our planned subsidiary and affiliated entities in China such as Companion Sino-net Technology Development (Beijing) Co., Ltd. continue to be subject to significant foreign exchange controls and require the approval of SAFE or registration with, PRC governmental authorities. In particular, if we or other foreign lenders make foreign currency loans to our subsidiaries or variable interest entities in China, these loans must be registered with the SAFE, and if we finance them by means of additional capital contributions, these capital contributions must be approved or registered by certain government authorities including the SAFE, the Ministry of Commerce or their local counterparts. These limitations could affect the ability of these entities to obtain foreign currencies through debt or equity financing, and could affect our business and financial condition.

Risks Relating to our Management

Because our officers, directors and principal shareholders control a large percentage of our common stock, such insiders have the ability to influence matters affecting our shareholders.

Our officers and directors, in the aggregate, beneficially own 48.59% of the issued and outstanding shares of our common stock. As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and principal shareholders control such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Our business depends substantially on the continuing efforts of our senior executives, and our business may be severely disrupted if we lose their services.

Our future success heavily depends upon the continued services of our senior executives and other key employees. In particular, we rely on the expertise, financial assistance and experience of our chief executive officer, Ross J. Tocher. We rely on the industry expertise, experience in our business operations and sales and marketing, of our Vice-president of Operations, Alan Husejnagic, and Vice-president of Sales, Steve Owst, and their working relationships with our employees, our other major shareholders, our advertising clients, Micro-broadcast network sponsors and advertisers, and relevant government authorities.

If one or more of our senior executives were unable or unwilling to continue in their present positions, we might not be able to replace them easily or at all. If any of our senior executives joins a competitor or forms a competing company, we may lose clients, suppliers, key professionals and staff members. Each of our executive officers has entered into an employment agreement with us, which contains non-competition provisions. However, if any dispute arises between our executive officers and us, we cannot assure you the extent to which any of these agreements could be enforced.

As a majority of our directors and officers are residents of countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company, directors and officers.

A majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company, officers, and directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

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Because executive management is free to devote time to other ventures, shareholders may not agree with their allocation of time.

Our executive officers and directors will devote only that portion of their time which, in their judgment and experience, is reasonably required for the management and operation of our business. Management may have conflicts of interest in allocating management time, services and functions among our company and any present and future ventures which are or may be organized by our officers or directors and/or their affiliates. Management will not be required to direct us as their sole and exclusive function, and they may have other business interests and engage in other activities in addition to those relating to us. This includes rendering advice or services of any kind to other investors and creating or managing other businesses.

Our board of directors may change our operating policies and strategies without prior notice to shareholders or shareholder approval and such changes could harm our business and results of operations, and the value of our stock.

Our board of directors has the authority to modify or waive certain of our current operating policies and strategies without prior notice and without shareholder approval. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and value of our stock. However, such changes could have a material adverse effect on our financial position or otherwise.

Our Articles of Association contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our Articles of Association contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by them in a civil, criminal or administrative action or proceeding to which they are made a party by reason of their being or having been a director or officer of our company.

Risks Relating to Our Common Stock

If our business is unsuccessful, our shareholders may lose their entire investment.

Although shareholders will not be bound by or be personally liable for our expenses, liabilities or obligations beyond their total original capital contributions, should we suffer a deficiency in funds with which to meet our obligations, the shareholders as a whole may lose their entire investment in our company.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment and changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, the Over-the-Counter Bulletin Board is not an exchange and, because trading of securities on the Over-the-Counter Bulletin Board is often more sporadic than the trading of securities listed on an exchange, you may have difficulty reselling any of the shares you purchase from our shareholders.

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

Our constating documents currently authorize the issuance of 400,000,000 shares of common stock with a par value of $0.001 and 100,000,000 preferred shares with a par value of $0.001. If we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

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Penny stock rules will limit the ability of our shareholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

ITEM 4 Information on the Company

A. History and Development

Name

Our legal and commercial name is “Qwick Media Inc.”. We are governed by the corporate laws of the Cayman Islands. Our company is currently a reporting issuer in the Province of British Columbia, Canada.

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Principal Office

Our principal executive offices are located at 3162 Thunderbird Crescent, Burnaby, British Columbia, Canada V5A 3G4. Our telephone number at this address is 778-370-1715 and our fax number is 778-370-1720. Our registered office in the Cayman Islands is at 89 Nexus Way, Camana Bay, George Town, Grand Cayman, Cayman Islands KY1-9007.

Investor inquiries should be directed to us at the address and telephone number of our principal executive offices set forth above. Our website address is http://www.qwickmedia.com. The information contained on our website is not part of this Form 20-F.

Corporate Information and Important Events

We were incorporated on October 5, 2000 under the laws of the state of Nevada. Effective June 26, 2006, we re-domiciled from the State of Nevada to the State of Washington. Effective July 7, 2009, we re-domiciled from the State of Washington to the State of Wyoming for the sole purpose of effecting a continuance to the Cayman Islands. Effective July 28, 2009, we were issued a certificate of registration by way of continuation by the Registrar of Companies of the Cayman Islands. As a result of this transaction, we re-domiciled to the Cayman Islands and became a foreign private issuer.

On October 6, 2009 we received approval from the Financial Industry Regulatory Authority for the change in our name from “Tuscany Minerals, Ltd.” to “Tuscany Minerals Ltd.” and the re-domiciling of our company from the State of Wyoming to the Cayman Islands. Effective at the open of trading on October 6, 2009, our new quotation symbol on the OTC Bulletin Board became “TUSMF”.

On June 22, 2010, we changed our name to “Qwick Media Inc.” with the Registrar of Companies of the Cayman Islands and, on July 15, 2010, we received approval from the Financial Industry Regulatory Authority (FINRA) for that name change. The name change was approved by the shareholders of the Company at its annual and special meeting held on June 18, 2010. On March 15, 2011 we changed our trading symbol to “QWIKF”.

On January 28, 2011 we completed the acquisition of Qeyos Ad Systems Inc. (“Qeyos”), pursuant to which we acquired all of the issued and outstanding common shares of Qeyos from its shareholders in exchange for the issuance of a total of 4,789,035 shares of our common stock on the basis of one share of our common stock for each share of Qeyos. We issued all of such shares to five Qeyos shareholders who are non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

On the same day, we completed a private placement of 10,000,000 common shares at a price of $0.20 per share for aggregate gross proceeds of $2,000,000. We issued these shares to a total of 98 persons, all of whom are non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended. We intend to use the net proceeds from this private placement to fund further capital fund raising and for other general corporate purposes, which may include strategic acquisitions of businesses that could complement our existing capabilities and businesses.

On the same day, we completed the issuance of 637,140 common shares at a deemed price of $0.20 per share in settlement of US$127,428 debt outstanding. We issued these shares to one person, who is a non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Capital Expenditures

During the three fiscal years ended December 31, 2010, 2009 and 2008, we did not undertake any capital expenditures. Our planned capital expenditures for the next twelve months are summarized below under the heading “Liquidity and Capital Resources – Anticipated Cash Requirements”.

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Takeover offers

We are not aware of any indication of any public takeover offers by third parties in respect of our common shares during our last or current financial years.

B. Business Overview

Overview

We develop interactive proprietary software, know-how and hardware. QwickView™ touch screen software is built in C# programming language on a Windows® multi-touch platform. Technically, there are no creative boundaries, such as limits imposed by third party software applications, intellectual bottle-neck, platform stability and external technical support. The software design process is standardized and documented so new employees can be readily integrated. The software development architecture team in Burnaby, British Columbia, Canada provides technical and creative guidance for coders in Wuxi and Beijing, China. It is the equivalent of artists working with engineers. Due to time differences our company programs in a 24/7 environment. This strategy leverages production outsourcing and high execution speed. QwickView™ hardware is the physical product that acts as a point of service terminal for end users. The hardware consists of a skeleton platform, chassis (outside enclosure) and integrated PC equipment and peripherals. Hardware manufacturing and development is managed from Shenzhen, China, thirty minutes west of Hong Kong.

Our software and hardware is used in the DOOH advertising industry. Therefore, our principal business is to provide our clients with advertising opportunities through self-service interactive digital kiosks, interactive window displays, interactive transit displays and other interactive out-of-home advertising displays, such as digital wallscapes, spectaculars and mall displays, that we own or operate in North American advertising markets and in China. Our business in China is conducted via an agreement with Companion Sino-net Technology Development (Beijing) Co., Ltd., which is an indirect 90% corporate subsidiary and affiliate of R. J. Tocher Holdings Ltd., a company owned by our Chief Executive Officer Ross James Tocher.

We go well beyond combining advertising content with non-advertising content, such as news, weather, sports and comedy clips, in our digital TV screen programs. Our interactive hardware is sleekly designed to enhance any public environment and is configured to suit any marketing communications need. QM’s touch-screen interactive kiosks support mobile apps and iPhone/smart phone integration, while enabling shoppers to access relevant information and self-service their needs through interactive directories, wayfinding, coupons and other instant, on-demand media. Marketers are learning to project their brand channels beyond their Web pages. Brand awareness strategies are extending from the home through to the point of sale using digital signage. The emerging trend in advertising is to deliver Micro-broadcast networks and new age advertising content management services to marketing clientele and their consumers. Essentially, we plan to be a complete digital signage company that builds state-of-the-art interactive kiosks and point-of-sale (“POS”) systems, and provides advertising content and Micro-broadcast solutions for private channel digital marketing into high traffic, public spaces; thus, empowering advertisers to target and engage audiences where and when they shop and socialize.

We believe this makes target audiences more receptive to the advertisements to be included in our programs and ultimately makes our programs more effective for Micro-broadcast sponsors and their advertising clients. We intend to derive revenues principally by selling advertising time slots on our Micro-broadcast network, deployed in approximately 80 locations across Canada that we intend to expand to at least 100 locations across Canada, to advertising clients such as Yokohama Tire (Canada) Inc. and direct third party advertisers and advertising agencies.

DOOH advertising in North America and China has experienced significant growth in recent years. By focusing on interactive advertising, we enable our advertising clients to better target consumers, who we believe are an attractive demographic for advertisers due to their higher-than-average disposable income. We strategically place our interactive kiosks and interactive digital TV screens in high-traffic locations of trade show exhibitions, shopping malls, and in stores of large chain retailers, particularly in areas where there tends to be significant waiting time.

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We combine advertising content with non-advertising content, such as news, weather, sports and comedy clips, in our interactive digital TV screen programs. We believe this makes consumers more receptive to the advertisements included in our programs and ultimately makes our programs more effective for our advertising clients. Our standard programs include, for each advertiser, six 15-second spots of advertising content during each hour of programming and are shown for approximately 10 hours per day.

We plan to derive revenues principally by selling advertising time slots on our network to our advertising clients, including both direct advertisers and advertising agencies.

Industry Background

The media and advertising industries have become fragmented in the first decade of the new millennium. Traditional TV, radio and print advertisers have dispersed into the Internet digital spectrum that targets audiences through contextual marketing. The promoters are refining their target market exposure and utilizing measurable means for gauging the success of their campaigns. Many retailers and brands are specializing in search engine optimization, online stores, social network marketing for reaching their online audience and using direct sales channels to generate profits in a hyper competitive marketplace.

Traditional media and advertising are referred to as analog methods because they require physical means. Digital advertising has significantly increased delivery speed and reduced cost of production.

The emerging marketing branches involve DOOH, mobile marketing and interactive marketing. The growth of these marketing segments is rooted in a rapidly growing technological framework and new means of reaching target audiences. Key to our strategic planning is keeping a global perspective on a dynamic and evolving market. Our market is a growth industry as more of us are finding, viewing, and using digital signage more frequently in our daily lives. Recognizing this, companies, organizations, and institutions worldwide are stepping up deployments of digital signage in all its uses and forms. The versatility of interactive kiosks and Micro-broadcasting – as effective, targeted communications hubs – further appeals to this growing demand. This opens several avenues of opportunity for our company. Among them are:

• Shopping malls

• Retail

• Transportation

• Hospitality and convention

• Healthcare

• Corporate

• Financial

• Government

Interactive Advertising.

We believe interactive advertising in North America and China has the following key characteristics:

• Attractive target demographics. We believe the average consumer in North America and China presents an attractive audience group for advertisers who aim to reach consumers with higher-than-average disposable income to promote their products or services.

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• Effective audience reach. We believe the usage periods in time spent at an interactive kiosk or viewing interactive digital TV enables consumers to obtain the information they desire in real time and allows interactive advertising to engage consumers for extended periods of time, which may in turn increase the effectiveness of the advertisements.

• Increasing acceptance. The primary objective is to accomplish consumer engagement through provision of value, entertainment, convenience and communications. Through usability, the system adapts to the geographical target market and creates a virtual real estate for advertisers. We believe interactive digital media networks have been increasingly accepted by the three major groups in the advertising industry: trade show exhibitors and large chain retailers, consumers and advertisers. Interactive digital media networks empower consumers to obtain information they desire or otherwise provide an outlet to fill idle time, which may help to enhance the overall consumer experience and add value to the interactive services or products provided by Micro-broadcast network sponsors and advertisers. We believe advertisers have increasingly chosen interactive advertising due to its high receptivity among consumers and ability to reach favorable and exact demographics.

Our Strengths

Our digital platform allows people to comparison shop on a mass scale, thus creating a consumer paradigm shift on “what the product is worth” rather than “how much it costs”. This is analogous to free market bargaining, negotiation and dynamic perception of value. The digital marketplace has eroded retail systems into a bazaar marketplace: “Wholesale or no sale” mentality. To exploit opportunities, we look to valid data and analysis along with other important market clues to conditions, momentum, and trends. Reported figures are read in context with expert opinion, forecasts, and strategic insight from those inside advertising and digital signage, and from credible industry analysts. We look for patterns, corroborate facts, and apply our own knowledge, experience and collective wisdom. “Being at the right place, at the right time” is critical. The compounding trends of technology, social, environmental and economic factors present a unique timing opportunity for deployment of Micro-broadcasting systems.

We believe we have the following competitive strengths:

• we are positioned to provide a unique interactive digital media network in North America and China dedicated to advertising with broad geographic network coverage, and to provide our advertising clients with the ability to reach a national audience through dedicated Micro-broadcast advertising network;

• our interactive digital media network provides a significant value proposition to Micro-broadcast clientele by offering programs that may enhance the consumer or end user experience, and by providing Micro- broadcast clientele with incremental revenue opportunities, an effective means of managing their consumer’s experience through a cost-effective media service;

• our interactive digital media network provides a significant value proposition to advertisers by offering them extensive viewer reach, social marketing analytics, cost-effective advertising, scheduling flexibility and quality client service;

• we have hired personnel with extensive experience in combining interactive advertising content with non- advertising content to make our Micro-broadcast programs more attractive to consumers and ultimately more effective for their Micro-broadcast sponsors and advertisers;

• we have a highly recognizable brand name in the DOOH sector and are developing strong relationships with potential advertisers; and

• we have a strong management team with extensive related industry experience.

Presented below is a summary of key findings of our market research in four parts: Market Values, Consumer Engagement and Impacts, Corporate Interest and Investment, and Trends.

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Together, they reveal a dynamic digital communications and advertising industry that continues to outpace other sectors with remarkable growth.

Market Values

Digital signage is a multi-billion dollar industry today. Right now, across North America alone, and via approximately 200 networks, there are well over 1.1 million distinct advertising spots playing on place-based screens and kiosks. Sector growth is measured in double digits and deployment, advertising rate cards, and advertising revenues all are pointing up. For a total value estimate in Qwick Media’s context as a full-spectrum digital signage provider, we look to data from the hardware and software side, as well as to revenue reports from the advertising sector and advertiser expenditures. Data gives us a measure of the value of the industry today, and how it is expected to grow.

Key Findings:

• 1,080,000 + : Conservatively estimated number of unique ad spots playing every day on digital out of home displays across US alone (State of Digital Signage Today).

• $3.9 billion: Current market estimate of the total value of the digital signage market, based on revenues of manufacturers of individual components that comprise the systems – primarily displays, media players, set top boxes, computers, networks and software (J Fox IMS DST).

• 20% annual growth: On target forecast of revenues commencing 2009 to 2013. Driving out-performance: new installations and replacement of static displays in retail and transport (J Fox IMS DST).

• + 25% : Revenue Growth rate for the digital place-based advertising sector for the first half of 2010 (M K Arase, DPAA).

• $3.7 billion: Amount DOOH advertising revenues are forecast to grow to by 2013, up from 2.2 billion in 2009 – a 13.5% compound annual growth rate (BIA/Kelsey).

• $1.4 billion: Advertising dollars dedicated to digital out-of-home advertising in 2008, growing 9% annually (State of Digital Signage Today).

• $1 billion + : Estimated digital place-based ad revenue today (M K Arase, DPAA).

• $740 billion: Total transaction value conducted at self-service interactive retail signage/POS/kiosks in 2009 – set to be surpassed in 2010. North American consumers are continuing to embrace self-service technology (Stein, Buzzback, Digital Signage Today).

Increasingly Important Role of Out-of-Home Advertising

DOOH advertising accounts for a larger percentage of total advertising spending in China compared to Europe, the United States and other countries in Asia. Out-of-home advertising has seen rapid development and growth in China in recent years. This form of advertising, which includes billboards, street furniture displays and transit displays such as airport digital TV screens, digital TV screens on airplanes and vehicle wrap display advertising, allows advertisers to effectively target increasingly mobile and urbanized target audiences in a flexible and cost-effective way. We believe that advertisers increasingly choose alternative media over traditional media such as television, radio broadcast and print media given the more limited geographic reach of China’s and North America’s traditional media outlets.

Consumer Engagement and Impacts - Significant Value Proposition.

We believe our services provide the following significant benefits to our network Micro-broadcast network sponsors and advertisers:

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• Enhanced Consumer Experience. The content provided in our interactive digital media network provides consumers with an entertaining means to pass time while obtaining relevant information they desire in real time. Our ads engage users by stimulating their curiosity and driving their fingertips onto our touch screen that in turn logs measurable data for evaluating the effectiveness of content engagement. It is a measurable traffic virtual real estate. Besides reward marketing principles, another powerful driver is pleasure through entertainment. Celebrities and their lifestyles are a public commodity. Popular culture news industry conditions users into repetitive consumption through familiarity. Entertainment news is an important engagement mechanism. We believe our digital media network enhances the consumer experience and adds value to the interactive services or products provided by our Micro-broadcast network.

• Incremental Revenue Opportunity. Under our cooperative services contracts, we offer Micro-broadcast sponsors a share in revenue as a means of cost recovery in exchange for the concession rights to play our programs in their venues. Through these contractual arrangements, individual Micro-broadcast sponsors can deploy a nationwide interactive digital media network to provide high-quality media content to their consumers and their affiliated marketing clientele, who desire to convey their own advertising message to such consumers, under cooperative marketing programs

• Effective Means of Managing Consumer Traffic. Some Micro-broadcast sponsors and advertisers also utilize non-advertising time of our network to provide other information to consumers. The ability to provide timely information to consumers allows our interactive digital media network to aid in the management of consumer traffic. The media broadcasting industry is driven by advertising dollars through ad placement in TV, radio, newsprint and Internet mediums. The reason for explosive Internet growth is the non-interruptive mechanism for delivering user driven on-demand content with targeted ads. Traditional media does not provide this instant freedom of interactivity and thus has appeared to experience loss of audience to alternative interactive digital mediums that converges content consumption through a digital format.

• Cost-Effective Media Service. The large scale of our planned network allows us to provide our network sponsors with a wide range of digital media programs on a cost-effective basis which may otherwise be costly and time consuming for each sponsor to procure individually.

Significant Value Proposition to Advertising Clients.

We operate an interactive digital media network that:

• Offers Extensive Viewer Reach. We strategically place our displays in high-traffic locations. This allows our interactive displays and programs to target consumers at multiple points during their shopping experience, from: “…do you have this?” to “…where can I find it?”.

• Offers Real Analytics. The raw user data compiled by our technology at shopping malls, transit stations, automotive dealerships and other specific locations can be analyzed to measure peak usage, seasonality trends, popular content, user feedback and any other statistical interpretation designed to measure interests and usability.

• Provides Cost-effective Advertising. Our network targets audiences with demographic profiles desirable to advertisers and allows advertisers to reach consumers in a more cost-effective way compared to traditional media. We believe the cost of reaching the same number of consumers with higher-than-average disposable income is significantly lower on our network than advertising through other more traditional media such as television, billboards or newspapers.

• Provides Flexibility for Advertisers. We generally update our programs on a daily and weekly basis, respectively. This gives advertisers scheduling flexibility by allowing them to change their advertising campaigns on short notice and run them for shorter time periods than other media, such as billboards.

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• Offers Quality Client Service. Our program production team consists of both advertising and television production professionals who are skilled in designing effective programming for our advertising clients based on the viewing preferences of consumers. We have also built a sales team experienced in presenting the value of our interactive digital media network and providing suitable advertising services to our potential clients, and we have established national operational synergies, all of which have enabled us to operate and further develop our interactive digital media network. We have also commissioned a third party to provide advertising research and analysis reports to our clients on a regular basis to help our advertising clients better understand the advertising market and various advertising media available to them.

Extensive Experience in Managing Content.

As an early-mover in interactive out of home digital media content, we have accumulated extensive experience in designing, identifying, acquiring and compiling content that is attractive to viewers and advertisers. Our experience and our monitoring of the viewing preferences of consumers helps us to create and update programs with an optimal blend of advertising and non-advertising content for this market. Managing content allows us to improve both the effectiveness of the advertisements in our programs and the attractiveness of our network to our advertising clients.

How many of us are encountering the various digital video displays and interactive media in our daily lives? How does the public feel about interacting with public digital technology when at business, leisure, or when shopping? To what extent does this new breed of marketing tool influence purchase decisions? Does having a digital signage and shopper-focused marketing strategy make a difference for retailers?

Consumers, shoppers, indeed, all of us – feel much the same way about place-based media as we do about all digital media and devices: give us a seamless interface, interactivity, brilliant graphics, relevant information, self-serve functionality – even entertainment now and then – and there we are, engaged, finding our way, searching products, connecting, communicating, compelled and buying.

This receptiveness creates demand that is only encouraged by on-going technological innovation to satisfy a seemingly limitless appetite for connectedness and convenience. The more tools are advanced, the greater the level of engagement.

For marketers, advertisers, and content sponsors, it is the most valuable tool in the box. Companies with digital signage strategies enjoy stronger customer relationships and build brand equity, while gaining valuable shopper metrics to create efficiencies and tailor the customer experience. It all adds up to higher return on investment for advertising.

Our partners have the opportunity to sponsor specific content delivery in targeted locations. The information displayed on QwickViews™ displays is current and it delivers instant news bits on community, regional and world events. These are usually provided as content modules and they can be enabled or disabled based on partner preferences.

Key Findings:

Engagement :

• 76% : Percentage of adult US residents who report viewing/using Digital out of home video displays and media in multiple venues, each month (Arbitron Out-of-Home).

• 72% : Percentage of Canadian adults seeing digital displays. Indoor place-based advertising had strongest recall at 63% (OMAC Mediaplanet Nat. Post).

• 62% : Overall percentage of consumers who are well receptive of digital display screen ads and infotainment (Nielsen survey).

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• 53% : Percentage of American adults reached each month by video displays in retail locations alone (Arbitron Out-of-Home).

• 88% : Percentage of U.S. consumers more likely to choose a company that gives them the ability to interact via online, with mobile, or self-service technologies (Buzzback Digital Signage Today).

• 71% : Percentage of shoppers who describe digital signage as ‘Attention grabbing’ (OMAC Mediaplanet Nat. Post).
  Impact:

• + 28% : Increase in health and beauty departmental sales with integrated digital signage and POS strategy – other departments : over the counter + 23%, food + 13%, electronics + 7% (GMA/Deloitte Walmart).

• + 18% : Sales lift of seasonal push items – other product types : mature item + 7%, item launch + 9%, , rollback items (discounts) + 6% (GMA/Deloitte Walmart).

• + 13 % : Increase in customer advocacy/loyalty achieved by companies using digital signage – compared to an industry average of just 2% using only conventional media (Gladstone Aberdeen Marketwire).

• + 33% : Sales increase of four out of five product brands playing on digital signage media platforms (Nielsen survey).

• + 31% : Increase in awareness and recall rates of Display screen advertising at POS when prompted – 14% unprompted (Nielsen survey).

• +15% : Brand awareness jump enjoyed by companies using digital signage strategies (Digital: A Path Marketwire).

• Expectations: What are changing among target audiences. Organizations are countering declining effects of traditional marketing by turning to digital signage (Gladstone Aberdeen Marketwire).

• The Nielsen study makes one thing perfectly clear: DOOH media have a direct effect on brand awareness and consumer buying patterns, directly boosting sales.

Dirk Hülserman, OVAB Europe (digitalsignageexpo).

Corporate Interest and Investment

Are corporate leaders, decision makers and planners embracing digital signage conduits as the next wave of targeted shopper-centric marketing solutions?

Getting a read on the intentions of executive decision makers can be a challenge. Understandably, they can be somewhat cagey about revealing even general information about marketing strategy, lest the competition gain an advantage.

Questions of digital signage, interactive displays and supporting technology, however, are met with enthusiasm – particularly over the last several months. This suggests that, across sectors, digital systems and the media strategies they support are advancing into marketing plans and onto blueprints. Interactive digital signage is top-of-mind for retailers of every size and shape.

Looking for attitudes and intentions, we find recognition among business that digital signage and interactive media is critical to 21st century marketing strategy. Capital investment to expand these strategies will take this emerging sector into high gear.

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Key Findings:

• Impact: What advertisers understand about digital signage and why they are justifying increasingly greater investments (Hall Danaher Digital Signage Today) .

• 1000 plus: Screen deployment sizes becoming more common – more companies deploying digital signage because it works; a marketing essential within two to three years (State of Digital Porter Digital Signage Today).

• Market leaders: Are mobilizing shopper marketing efforts – allocating more funds, restructuring organizations, investing in tech and resources, and re-evaluating collaboration with partners and service providers (GMA/Deloitte).

• 21% and 26%: C.A.G.R growth rates for shopper marketing budgets of manufacturers and retailers respectively – retailers investing in redesign and improving the customer experience (GMA/Deloitte).

• Insights generation: What retailers are planning to increase dedicated resources to over the next three years (GMA/ Deloitte).

• Digital at retail media budgets: What more companies are growing – these strategies are becoming a standard component of well-rounded media plans (State of Digital Weidauer Digital Signage Today).

• Increased investments: What advertisers are justifying, given validated consumer engagement with digital signage over the last two years (Simpson Selfserviceworld).

• Shopper marketing growth: Why companies will employ better collaboration, insights, targeting tactics, measurements, and tech (GMA/Deloitte).

Industry articles, white papers, studies and expert analysis of market activity and consumer behavior reveals the growing move toward interactive digital signage and private broadcast content and creativities. The most successful companies are seeking out more efficient direct-to-shopper marketing channels that leverage advances in digital network and interactive technology design.

Trends

Forecasting accurately is difficult enough, but when you have a technological environment advancing at an accelerated rate and it can be even more elusive. New developments can be game-changers, quickly rendering old forecasts obsolete. Communications technology has a way of surprising and delighting us.

So we continuously reassess and further develop our products and services, and revise our forecasts to keep on top of an evolving, dynamic market.

Over the next several years, the typical urban environment will see a wholesale transition to digitally interactive kiosks and signage in centers of retail, community, corporate, institutional and governmental activity – virtually all focal points of commerce and community. Consumers and shoppers will not venture far before engaging with an interactive Micro-broadcasting kiosk.

Organizations slow to adopt innovation will follow suit to compete with tech savvy rivals. New locations will be equipped with state-of-the art technology that automates many routine sales functions, while creating an enhanced experience for the shopper. For others, upgrading is cycling through the industry; existing outlets will continue to retool with the latest in interactive technology.

For the industry, increased strategic partnerships and some consolidation moves are expected over the near and medium term.

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Research gives us an overview of market trends.

Key Findings:

• Kiosks: Large screen projects in the works (State of Digital Gerba Digital Signage Today).

• Mobile devices: Direct interaction with place-based media to continue rapid growth (State of Digital Gerba Digital Signage Today).

• Venues: Screens at gas stations, on buses, digitized billboards, in-store, bars, restaurants, health clubs, public spaces (BIA/Kelesy).

• Marketing’s ‘holy grail’: Potential digital signage/ interactive kiosks technology establish a cause and effect link between message and results. Expect mass adoption of DS and related tech (State of Digital Abbott Digital Signage Today).

• Design: What digital signage and media is becoming fundamental to – where screens are positioned and how they support the shopper will become more understood. Planners will start to integrate screens right from design of retail and environmental planning – already used in next generation and concept stores (State of Digital Gorrie Digital Signage Today).

• Interactive storefront windows: Several chains are leveraging the power of interactive displays to market their products, including Tommy Hilfiger and Nike, shoppers could upload images, even design their own shoe and ‘save’ it for pick-up. Watch for more of this.

• Digital signage: Building on the foundations of this technology, the upturn in interactivity will continue. Expect floor screens, gesture enabled technology, and increased interactive capability between the display (kiosk) and cell phone.

• Self-checkout: Some surveys report that more than 90% of respondents have already used this technology – they appreciate the shorter lines and control of the transaction.

• Self service: Most consumers now perceive a well-designed self service interface as time saving and a way to access additional services at their convenience (Top 100 Customer experience).

Market Speak

There will be further development of strategic partnerships, helping drive the industry. Innovative tech, forward thinking and dedication will prevail.
	Pierre Richer, President COO, NEC Display Solutions (Mediaplanet WSJ)
We see increased interactivity between DS and POS, brands and retailers want to see the impact in their sales in real time. Many are already doing it – I believe it will become commonplace. Jose Avalos, Intel Corp (Mediaplanet WSJ)
Kiosks will come to replace many ATM’s and be used by banks more widely due to their mobility, interactive abilities, and because they are cheaper to operate than a branch – the next step is the digital commerce kiosk with video.
	Raj Dhinsa, Verison Business (Simpson selfserviceworld)
Just like innovations of the last decade, these (DS innovations) will invigorate and transform our world in ways we cannot yet comprehend.
	John Gustavson (Mediaplanet Nat. Post)

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The weight of informed opinion sees a digital media revolution of public spaces. As far as can be reasonably seen, deployments will increase, in frequency in size and in capability. Abundant data, specific analysis and expert commentary support the premise that the out-of-home digital signage market is set to outperform for years to come. Knowing all that we can of our market allows us to anticipate trends, identify opportunities, and target our creative resources. Our industry-leading systems reflect these efforts that, ultimately, enable clients greater ROI in media marketing solutions. A resilient digital signage market is largely credited with sustaining the advertising sector through the worst of the last economic doldrums. And this powerful new medium is attracting a still greater share of advertising dollars.

Our Strategies

We intend to build separate sales teams to focus on developing the client base for each of these new advertising media platforms while promoting the broader value that the overall network and these platforms collectively provide to our advertising clients. We believe the creation of new advertising media platforms within the interactive advertising sector and our broadened service offerings will provide our advertising clients with more choices in selecting and combining different interactive advertising platforms that best suit their advertising needs and preferences. It will also expand the reach of the advertisements shown on our network and allow us to cross-sell different advertising services. We believe that the strong presence that we have built through our existing network provides us with significant opportunities to launch new platforms and services and test new initiatives in a reliable and cost-effective manner. Ultimately, we anticipate these efforts will increase the revenue we can generate.

In addition, with consumers’ increasing acceptance of technology-driven advertising and entertainment media, we intend to identify and take advantage of new opportunities in the China and North American advertising market by developing innovative advertising techniques and media. For example, we plan to explore the field of interactive advertising such as a “shop assist center” in large retailer chain venues, which gives consumers the opportunity to learn about and perhaps test new products or services in person.

Our goal is to extend our competitive position as the leading interactive digital media network provider in North America and China and to successfully expand into other areas of the DOOH advertising sector. Accomplishing this goal requires the successful implementation of the following strategies:

• We plan to broaden our service offerings through new Micro-broadcast advertising media platforms within the DOOH advertising sector, in particular by offering a interactive digital media replacement for traditional light box displays to passive digital frames and establish a Micro-broadcast platform, to broaden consumer reach, enhance the effectiveness of advertisements and provide our Micro-broadcast sponsors and their advertising clients with more choices in selecting and combining different interactive advertising platforms according to their advertising needs and preferences;

• We plan to grow our leading technology into a market position and revenues by building local sales teams in additional cities to increase our sales of advertising time slots and utilization rate in these cities and increase the number of interactive digital TV screens and other interactive displays in our emerging Micro- broadcast network opportunities;

• We will continue to secure high quality non-advertising content to make audiences more receptive to advertisements played on our network and ultimately bring greater value to our business in a cost-effective manner;

• We will continue to promote our brand name and the value of interactive DOOH advertising through proactive sales and marketing efforts to solidify and broaden our customer base and our emerging relationships with large retail chains and content providers; and

• We plan to pursue strategic relationships and acquisitions that expand our business within the DOOH advertising industry, although we are not currently negotiating any material acquisitions.

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Sales and Marketing

We provide a number of services in connection with each client’s advertising campaign. We rely on our experienced sales team to assist advertisers in structuring advertising campaigns by analyzing advertisers’ target audiences and consumer products and services. We conduct market research, consumer surveys, demographic analysis and other advertising industry research for internal use to help our advertisers to create effective advertisements. We actively attend various public relation events to promote our brand image and the value of interactive digital advertising. We also market our advertising services by displaying our name and logo on all of our interactive kiosks and digital TV screens.

We engage third-party agencies to help source advertising clients. Agency fees are calculated based on a pre-set percentage of revenues generated from the clients introduced to us by the agencies.

Increase Our Revenues by Leveraging Our Existing Digital Media Network.

We have the broadest network coverage in China based on the number of Micro-broadcast network sponsors and advertisers covered by our network. We intend to leverage our leading market position to maintain our market leadership, enhance our mass appeal to our advertising clients and increase our fees and revenues. To achieve this goal, we intend to:

• Build Local Sales Teams in Major Additional Cities and Increase our Sales and Utilization Rate of Advertising Time Slots in these Cities. Currently, we have offices in Vancouver and Burnaby, Canada and in Beijing, Wuxi and Shenzhen China where we maintain our business development and sales network. We plan to build local sales teams in several additional cities associated with key locations of Micro-broadcast sponsors to strengthen our sales efforts in these cities, further develop relationships with local advertisers, increase our direct sales of advertising time slots in these cities and improve our utilization rate, or the percentage of available time slots that we sell to advertisers.

• Increase the Number of Locations Our Emerging Network. We intend to enter into further cooperative services contracts for concession rights to increase the number of locations that we can place or operate interactive kiosks and interactive digital TV screens or other displays in order to broaden the viewer reach of the advertisements shown on our network and enhance our current position in many of the most desirable locations.

We will continue to evaluate further opportunities in the future to obtain new opportunities that are not currently in our network. This will help to ensure that our network continues to include the most significant venues in North America and in China. While the rates of advertising fees that we charge our advertising clients are not directly tied to the number of locations in our network, we believe that expanding our network will extend our audience reach, make our digital media network more attractive to national advertisers and ultimately lead to higher fee rates and increased revenues.

Continue to Secure High Quality Non-Advertising Content to Enhance the Attractiveness of Our Network.

The heart of the Qwick Media system is the content production system. Content is a consumable commodity and a renewable source of revenue that supports the Micro-broadcasting system. QM has developed a proprietary engine for production, aggregation and distribution of content throughout its broadcasting network. The automated content such as news, time and weather is pulled through the RSS Internet feeds.

As non-advertising content in our media network constitutes a significant attraction for interactive audiences and makes our clients’ advertisements more effective, we will continue to secure high quality non-advertising content from third-party content providers. We will seek to obtain more diversified content from content providers, develop relationships with additional content providers, add exclusivity and automatic renewal clauses into content provision contracts, and improve the quality of editing and programming to enhance the overall attractiveness of our programs. We believe providing high quality non-advertising content in our network is a cost-effective way of making our programs more effective for our advertising clients.

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Continue to Promote Our Brand Name and the Value of Interactive Advertising.

We will continue to promote our brand name through proactive sales and marketing efforts. We believe this will allow us to broaden our client base as well as strengthen our relationships with Micro-broadcast sponsors, advertisers and content providers. We also seek to extend our leading market position by taking initiatives to highlight the value of interactive advertising relative to other media. We will continue to utilize research tools that enable our clients to better understand how our network can successfully reach their target audiences and promote their advertising campaigns.

In addition, we are working closely with advertisers, advertising agencies and other diversified media companies to develop more sophisticated systems that will provide improved demographic tracking measurements of interactive advertising. We believe that these measurement systems will further enhance the attractiveness of interactive advertising for both existing clients and new advertisers. We will also continue to promote our network as an attractive means for content providers to showcase their programs. The value we provide to our content providers allows us to limit our content acquisition costs.

Pursue Strategic Relationships and Acquisitions.

We plan to pursue strategic relationships and acquisitions that expand our business within the interactive advertising industry. We plan to identify, execute and integrate acquisitions to build scale and enter into complementary businesses and new media platforms that enhance our interactive advertising network and reach. We plan to evaluate strategic acquisition opportunities that we believe will further enhance our market leadership position while also providing an attractive return on investment. When evaluating potential acquisition targets, we will consider factors such as market position, growth and earnings prospects and ease of integration. We are not currently negotiating any material acquisitions.

Advertising and Related Services.

Whether it is shopping malls, trade show exhibitor listings, car dealership inventory, in-store products, office building tenants or any other aggregate information our universal directory engine allows users to intuitively search, filter, sort, save and share information. The universal customizability of our core operating platform allows for quick and personalized deployments. We intend to generate incremental revenues from the advertising services from the following platforms:

• Store and Product Directories

• Maps and Wayfinding

• Printing Coupons

• Price Scanning

• Biometric and RFID Logins

• Cueing software

• Tradeshow Software

• Event Manager

• Web browser and Email

• Keyword Search Engine

• Shop Assist and Gift Ideas

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• Widgets: calculator, weather, news, traffic, time, transportation

• VOIP communications

Touch screen usage enables our interactive QwickView™ software to serve common audience needs in its geographic placement. Modular applications formats allows for a high degree of customizability. The broadcast content stream is loaded with psychological engagement cues. Provision of monetary value is a powerful motivator. The desire for personal gain is also proliferated by having a communication system built into our system, such as instant email, SMS and VOIP so consumers can easily share the deals and invite more participating audience. Such applications can be monetized through sponsorships, customization and content production. It delivers the power of instant information and communications to the users, but unlike (uncensored) Internet, the location provider can control the provision of content.

QM provides software customization services that can enrich the application by catering to advertising client’s specific needs. This is another source of potential revenue for QM and every customization project allows the ability to resell the app as part of the expansion package. For example, if transit authority wants a live transit scheduling system or if a hospital wants a client check-in module, we can service the deployment by recovering our costs and in exchange for wholesale service we can resell the software application in other markets.

Pricing

The list prices of our advertising services vary by the size of Micro-broadcast network and duration of venue in which the advertisement is placed, the demand of advertising services for each sponsor and advertiser, as well as by the duration of the time slot purchased and the duration of the advertising campaign. Prices for the aggregate time slots on our network to be purchased by each advertiser or advertising agency client are planned to be obtained under sales contracts, perhaps at a discount to our list prices.

Customer Service

Our customer service team is responsible for compiling monitoring reports to clients as evidence that their advertisements are played on our network within one week after launching the advertising campaign. We also provide our advertising clients with weekly reports prepared by third parties, which verify the proper functioning of our displays and the proper dissemination of the advertisement by conducting on-site evaluations and polls to analyze the effectiveness of and public reaction to the advertisement. In addition, our network sponsors and advertisers are also intended to be actively involved in the monitoring process and our analytics back-end reporting systems can provide our clients with reports of proof of performance certifying the playing of the advertisements and relevant consumer engagement.

Competition

We compete primarily with several different groups of competitors:

• advertising companies that operate advertising networks, such as CBSDecaux, and DOOH short of the interactive sector, such as Focus Media, Captivate, ClearChannel and others;

• in-house advertising companies of large retail chains that may operate their own advertising networks; and

• other advertising media companies, such as Internet, street furniture displays, billboard and public transport advertising companies, and with traditional advertising media, such as newspapers, television, magazines and radio, some of which may advertise in the large chain retail locations in which we have exclusive contract rights to operate digital TV screens.

We compete for advertising clients primarily on the basis of network size and coverage, location, price, quality of our programs, the range of services that we offer and our brand recognition. Many of our competitors have a variety of competitive advantages over us, such as larger resources. Many competitors have a longer history than us in the DOOH advertising industry and may have a more extensive network that extends beyond the interactive sector and offers a more diversified portfolio. This may make their network more attractive to advertising clients and less reliant on a particular advertising sector. In addition, we may also face competition from new entrants into the interactive advertising sector in the future.

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Employees

We had 18 employees as of April 29, 2011. Generally we enter into standard employment contracts with our officers, managers and other employees. According to these contracts, all of our employees are prohibited from engaging in any other employment during the period of their employment with us. The employment contracts with officers and managers are subject to renewal every three years and the employment contracts with other employees are subject to renewal every year.

In addition, we enter into standard confidentiality agreements with all of our employees including officers and managers that prohibit any employee from disclosing confidential information obtained during their employment with us. Furthermore, the confidentiality agreements include a covenant that prohibits all employees from engaging in any activities that compete with our business within three years after the period of their employment with us.

None of our employees is a member of a labor union and we consider our relationship with our employees to be good.

Intellectual Property

To protect our brand and other intellectual property, we rely on a combination of trademark and trade secret laws as well as confidentiality agreements with our employees, sales agents, contractors and others.

We do not hold any patents or copyrights and cannot be certain that our efforts to protect our intellectual property rights will be adequate or that third parties will not infringe or misappropriate these rights.

Legal Proceedings

We are currently not a party to any material legal proceeding. From time to time, however, we may be subject to various claims and legal actions arising in the ordinary course of business.

Regulation

Advertising regulation comprises laws and rules defining the ways in which products can be advertised in a particular region. Rules can define a wide number of different aspects, such as placement, timing, and content. In the United States, false advertising and health-related ads are regulated the most. Many communities have their own rules, particularly for outdoor advertising.

Self Regulation Practices - Code of Advertising Practices in Digital Media

We are committed to delivering our advertiser’s message to the consumer. This role in the arena of public discourse requires both a defense of free speech and sensitivity to contemporary standards and concerns. Qwick Media recognizes the need to balance these demands and therefore adheres to the following code of advertising practices:

• Establish exclusionary zones which prohibit advertisements of all products illegal for sale to minors that are intended to be read from or within 1000 feet of established places of worship, primary and secondary schools or playgrounds.

• Continue to assert the right to reject creative content that is misleading, sexually explicit, overly suggestive, or in any way reflects upon the character, integrity, or standing of any organization or individual.

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• Continue our traditional commitment at both the national and local levels to display public service messages for worthy community causes.

• Encourage diversity of advertised goods and services in all markets.

Advertising Content in General

Advertising laws and regulations set forth certain content requirements for advertisements in North America and China, which include prohibitions on, among other things, misleading content; superlative wording; in China, socially destabilizing content; or content involving obscenities, superstition, violence, discrimination or infringement of the public interest. Advertisements for anesthetic, psychotropic, toxic or radioactive drugs are also prohibited. The dissemination of tobacco advertisements via media is also prohibited as well as the display of tobacco advertisements in any waiting lounge, theatre, cinema, conference hall, stadium or other public area. There are also specific restrictions and requirements regarding advertisements that relate to matters such as patented products or processes, pharmaceuticals, medical instruments, agrochemicals, foodstuff, alcohol and cosmetics. In addition, all advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals advertised through radio, film, television, newspaper, magazine, out-of-home and other forms of media, together with any other advertisements which are subject to censorship by administrative authorities according to relevant laws and administrative regulations, and in China must be submitted to the relevant administrative authorities for content approval prior to dissemination. We do not believe that advertisements containing content subject to restriction or censorship comprise a material portion of the advertisements displayed on our Micro-broadcast network.

Particular to Business in China

We operate our business in China under a legal regime consisting of the State Council, which is the highest authority of the executive branch of the National People’s Congress, and several ministries and agencies under its authority including the State Administration for Industry and Commerce (“SAIC”).

China’s Advertising Law was promulgated in 1994. In addition, the State Council, SAIC and other ministries and agencies have issued regulations that regulate our business. The principal regulations governing foreign ownership in the advertising industry in China include the Catalogue for Guiding Foreign Investment in Industry (2004); and the Administrative Regulations on Foreign-invested Advertising Enterprises (2004).

These regulations require foreign entities that directly invest in the advertising industry to have at least three years of direct operations in the advertising industry outside of China. Since December 10, 2005, foreign investors have been permitted to directly own a 100% interest in advertising companies in China, but must also have at least three years of direct operations in the advertising industry outside of China. PRC laws and regulations do not permit the transfer of any approvals, licenses or permits, including business licenses containing a scope of business that permits engaging in the advertising industry. In the event we are permitted to acquire the equity interests of our variable interest entities under the rules allowing for complete foreign ownership, our variable interest entities would continue to hold the required advertising licenses consistent with current regulatory requirements.

Since we have not been involved in advertising outside of China for the required number of years, our planned domestic PRC operating subsidiaries are currently ineligible to apply for the required advertising services licenses in China.

Our planned advertising business is currently mainly provided through our contractual arrangements with our indirect affiliated entities in China, including Companion Sino-net Technology Development (Beijing) Co., Ltd. We hold a series of contractual arrangements with our PRC operating affiliates and their respective subsidiaries and shareholders under which we are able to exert effective control over our PRC operating affiliates and their respective subsidiaries; a substantial portion of the economic benefits of our PRC operating affiliates and their respective subsidiaries are transferred to us; and we have an exclusive option to purchase all of the equity interests in our PRC operating affiliates in each case when and to the extent permitted by PRC law. See “Corporate Structure” and “Related Party Transactions.”

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Regulation of Advertising Services in China

The principal regulations governing advertising businesses in China include: the Advertising Law (1994); the Advertising Administrative Regulations (1987); and the Implementing Rules for the Advertising Administrative Regulations (2004). These regulations stipulate that companies that engage in advertising activities must obtain from the SAIC or its local branches a business license which specifically includes within its scope the operation of an advertising business. Companies conducting advertising activities without such a license may be subject to penalties, including fines, confiscation of advertising income and orders to cease advertising operations. The business license of an advertising company is valid for the duration of its existence, unless the license is suspended or revoked due to a violation of any relevant law or regulation. We do not expect to encounter any difficulties in maintaining our business licenses. Each of our variable interest entities, such as Companion Sino-net Technology Development (Beijing) Co., Ltd., has obtained or is in the process of obtaining such a business license from the local branches of the SAIC as required by existing PRC regulations.

Advertisers, advertising operators and advertising distributors are required by PRC advertising laws and regulations to ensure that the content of the advertisements they prepare or distribute are true and in full compliance with applicable law. In providing advertising services, advertising operators and advertising distributors must review the prescribed supporting documents provided by advertisers for advertisements and verify that the content of the advertisements comply with applicable PRC laws and regulations. In addition, prior to distributing advertisements for certain commodities which are subject to government censorship and approval, advertising distributors are obligated to ensure that such censorship has been performed and approval has been obtained. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the SAIC or its local branches may revoke violators’ licenses or permits for advertising business operations. Furthermore, advertisers, advertising operators or advertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties in the course of their advertising business.

Regulations on Foreign Exchange in China

Foreign exchange regulation in China is primarily governed by the following rules: the Foreign Currency Administration Rules (1996), as amended, or the Exchange Rules; and the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.

Under the Exchange Rules, the RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. Conversion of RMB for capital account items, such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of the SAFE.

Under the Administration Rules, foreign-invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from the SAFE. Capital investments by foreign-invested enterprises outside of China are also subject to limitations, including approval by the Ministry of Commerce, the SAFE and the State Development and Reform Commission.

Regulations on Dividend Distribution in China

The principal regulations governing dividend distributions of wholly foreign-owned companies include the Wholly Foreign-Owned Enterprise Law (1986), as amended; and the Wholly Foreign-Owned Enterprise Law Implementing Rules (1990), as amended. Under these regulations, wholly foreign-owned companies in the PRC may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards. In addition, these wholly foreign-owned companies are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds, until the accumulative amount of such fund reaches 50% of its registered capital. At the discretion of these wholly foreign-owned companies, they may allocate a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends.

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North American Regulation

Particular to Business in the United States

Over the past decade, federal and state governments have passed advertising laws that protect consumer privacy and ensure fair and truthful advertising practices online. The Federal Trade Commission Act allows the Federal Trade Commission (the “FTC”) to act in the interest of all consumers to prevent deceptive and unfair acts or practices. In interpreting Section 5 of the Act, the Commission has determined that a representation, omission or practice is deceptive if it is likely to mislead consumers and affect consumers’ behavior or decisions about the product or service. In addition, an act or practice is unfair if the injury it causes, or is likely to cause, is substantial, not outweighed by other benefits and not reasonably avoidable.

The FTC Act prohibits unfair or deceptive advertising in any medium. That is, advertising must tell the truth and not mislead consumers. A claim can be misleading if relevant information is left out or if the claim implies something that’s not true. Sellers are responsible for claims they make about their products and services. Third parties - such as advertising agencies also may be liable for making or disseminating deceptive representations if they participate in the preparation or distribution of the advertising, or know about the deceptive claims. Advertising agencies or website designers are responsible for reviewing the information used to substantiate ad claims. They may not simply rely on an advertiser’s assurance that the claims are substantiated. In determining whether an ad agency should be held liable, the FTC looks at the extent of the agency’s participation in the preparation of the challenged ad, and whether the agency knew or should have known that the ad included false or deceptive claims.

Billboards are the most common example of commercial speech that can be regulated at the local or state level. Additionally, many of the newer out-of-home advertising methods, such as video displays, are also within a city or state’s jurisdiction.

We currently do not operate any significant outdoor advertising business, but may in the future do so with interactive outdoor window displays. The outdoor advertising industry in the United States is subject to governmental regulation at the federal, state and local levels. These regulations may include, among others, restrictions on the construction, repair, maintenance, lighting, upgrading, height, size, spacing and location of and, in some instances, content of advertising copy being displayed on outdoor advertising structures. In addition, the outdoor advertising industry outside of the United States is subject to certain foreign governmental regulation.

Domestically, in recent years, outdoor advertising has become the subject of targeted state and municipal taxes and fees. These laws may affect prevailing competitive conditions in our markets in a variety of ways. Such laws may reduce our expansion opportunities, or may increase or reduce competitive pressure from other members of the outdoor advertising industry. No assurance can be given that existing or future laws or regulations, and the enforcement thereof, will not materially and adversely affect the outdoor advertising industry. However, we contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our outdoor advertising business.

Federal law, principally the Highway Beautification Act of 1965 (the “HBA”), regulates outdoor advertising on Federal — Aid Primary, Interstate and National Highway Systems roads. The HBA requires states to “effectively control” outdoor advertising along these roads, and mandates a state compliance program and state standards regarding size, spacing and lighting. The HBA requires any state or political subdivision that compels the removal of a lawful billboard along a Federal — Aid Primary or Interstate highway to pay just compensation to the billboard owner.

All states have passed billboard control statutes and regulations at least as restrictive as the federal requirements, including laws requiring the removal of illegal signs at the owner’s expense (and without compensation from the state). Although we believe that the number of our billboards that may be subject to removal as illegal is immaterial, and no state in which we operate has banned billboards entirely, from time to time governments have required us to remove signs and billboards legally erected in accordance with federal, state and local permit requirements and laws. Municipal and county governments generally also have sign controls as part of their zoning laws and building codes.

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Using federal funding for transportation enhancement programs, state governments have purchased and removed billboards for beautification, and may do so again in the future. Under the power of eminent domain, state or municipal governments have laid claim to property and forced the removal of billboards. Under a concept called amortization by which a governmental body asserts that a billboard operator has earned compensation by continued operation over time, local governments have attempted to force removal of legal but nonconforming billboards (i.e., billboards that conformed with applicable zoning regulations when built but which do not conform to current zoning regulations). Although the legality of amortization is questionable, it has been upheld in some instances. Often, municipal and county governments also have sign controls as part of their zoning laws, with some local governments prohibiting construction of new billboards or allowing new construction only to replace existing structures.

We may introduce deployment of digital billboards that display static digital advertising copy from various advertisers that change every 10 to 15 seconds. We have encountered some existing regulations that restrict or prohibit these types of digital displays but it has not yet materially impacted our digital deployment. Since digital billboards have only recently been developed and introduced into the market on a large scale, however, existing regulations that currently do not apply to them by their terms could be revised to impose greater restrictions. These regulations may impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety.

In addition, due to their recent development, relatively few large scale studies have been conducted regarding driver safety issues, if any, related to digital billboards. The U.S. Department of Transportation Federal Highway Administration is currently conducting a study on whether the presence of digital billboards along roadways is associated with a reduction of driver safety for the public. If the results of this study include adverse findings, it may result in regulations at the federal or state level that impose greater restrictions on digital billboards. For accounting purposes, the Share Exchange was treated as a common control transaction at historical values in a manner similar to the pooling of interests method since the chief executive officer and controlling shareholder of our company is also the chief executive officer, director and controlling shareholder of Qeyos Ad Systems Inc.

Plan of Operation

Our business model is predicated upon establishing Micro-broadcast networks for large chain retailers and institutions that sponsor their networks by paying for the cost of connectivity and/or paying for or leasing hardware, systems, and customized software development comprising such network. As such we require working capital to fund maintenance of a sufficient amount of inventories of hardware comprising our interactive kiosks and digital screens that are largely produced on a just in time basis, depending on the scope and size of our future Micro-broadcast network deployments. Our practice is to require advance deposits of up to fifty percent (50%) of purchase orders received from Micro-broadcast sponsors.

Additional financing will be required. We have not generated any revenues from our planned operations to date. As of December 31, 2010, we had accumulated $1,141,243 in losses since inception. We require approximately $2,000,000 per year to maintain operations at their current level, to fund the costs attributed to wages, rents, general and administrative expenses.

C. Organizational Structure

On July 7, 2009, we merged with and into our wholly-owned subsidiary, Tuscany Minerals Ltd., a Wyoming company, with the surviving company being Tuscany Minerals Ltd., the Wyoming company. As a result of this transaction, we re-domiciled from the State of Washington to the State of Wyoming. Our bylaws were amended in accordance with the Wyoming Business Corporation Act. A majority of our shareholders approved the merger at our annual and special meeting held on July 2, 2009.

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Upon the completion of the merger of our company with and into our Wyoming subsidiary, we filed an application for continuance with the Registrar of Companies of the Cayman Islands on July 28, 2009 and received a certificate of registration by way of continuation from the Registrar, dated July 28, 2009, on July 29, 2009. In accordance with the resolutions of our shareholders at the meeting held on July 2, 2009, a new memorandum of association and articles of association were adopted in substitution of our existing constating documents, effective July 28, 2009, as a result of the issuance of the certificate of registration. As a result of the continuation, our company became a “foreign private issuer” as defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934.

On January 28, 2011, we completed the acquisition of Qeyos and, as a result, Qeyos is now a wholly-owned subsidiary of our company.

The following chart shows our current corporate structure:

D. Property, Plant and Equipment

Our principal executive offices and operating headquarters are located in Burnaby, British Columbia, where we lease approximately 3,000 square meters of office and warehouse space. Our branch offices lease approximately 908 square meters of office space in three other locations, including Vancouver, British Columbia and Beijing, Shenzhen and Wuxi, China.

ITEM 4A Unresolved Staff Comments

Not applicable.

ITEM 5 Operating and Financial Review and Prospects

The information in this section is presented in accordance with United States generally accepted accounting principles.

A. Operating Results

The following summary should be read in conjunction with our audited financial statements for the years ended December 31, 2010, 2009 and 2008, which are included in this annual report on Form 20-F.

		Year Ended December 31, 2010 (audited)	Year Ended December 31, 2009 (audited)	Year Ended December 31, 2008 (audited)
Expenses
Filing and stock transfer fees	$	838	$                              8,088	2,801
Interest		19,097	34,311	31,045
Management fees		78,903	55,657	15,287
Office and sundry		13,452	3,968	645

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	Year Ended December 31, 2010 (audited)	Year Ended December 31, 2009 (audited)	Year Ended December 31, 2008 (audited)
Professional fees	75,726	106,444	54,634
Loss on debt settlement foreign exchange	-	18,456	-
Total expenses	188,016	226,924	104,412
Net Loss	(188,016 )	(226,924 )	(104,412 )

Revenue

We are a development stage company and have not generated any revenues from our business operations since inception. Our company does not currently own any property interests.

Expenses

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Our operating expenses for the year ended December 31, 2010 were $188,016 compared to $226,924 for the year ended December 31, 2009. This decrease in operating expenses of $38,908 was primarily due to decreases in filing and stock transfer fees, interest, loss on debt settlement foreign exchange and professional fees. Our company also incurred a $23,246 increase in management fees and a $9,484 increase in office and sundry.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Our operating expenses for the year ended December 31, 2009 were $226,924 compared to $104,412 for the year ended December 31, 2008. This increase in operating expenses of $122,512 was primarily due to increases in filing and stock transfer fees, management fees and loss on debt settlement foreign exchange. Our company also incurred a $51,810 increase in professional fees which consisted mostly of legal fees incurred in connection with our company’s compliance with securities laws.

B.           Liquidity and Capital Resources

Our financial position as at December 31, 2010 and December 31, 2009 and the changes for the years then ended are as follows:

Working Capital

	As at December 31, 2010 (audited)	As at December 31, 2009 (audited)
Current Assets	$ 700,996	$ 1,433
Current Liabilities	439,471	297,030
Working Capital (Deficiency)	$ 261,525	$ (295,597)

Our working capital deficiency decreased from ($295,597) at December 31, 2009 to $261,525 at December 31, 2010 as a result of an increase in cash, long-term investments, notes and accrued interest payable and promissory note and accrued interest payable and a decrease in accounts payable. Subsequent to the year ended December 31, 2010, we completed a private placement of 10,000,000 common shares at a price of $0.20 per share for aggregate gross proceeds of $2,000,000 and the issuance of 637,140 common shares at a deemed price of $0.20 per share in settlement of US$127,428 debt outstanding.

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Cash Flows

	Year Ended December 31, 2010 (audited)	Year Ended December 31, 2009 (audited)	Year Ended December 31, 2008 (audited)
Net cash used in Operating Activities	$ (157,525)	$ (166,466)	$ (56,022)
Net cash provided in Financing Activities	1,496,950	167,240	55,447
Net cash provided in Investment Activities	$ (639,862)	$ -	$ -
Increase (decrease) in Cash during the Year	$ 699,563	$ 774	$ (575)
Cash, Beginning of Year	1,433	659	1,234
Cash, End of Year	$ 700,996	$ 1,433	$ 659

Operating activities used cash of $157,525 during the year ended December 31, 2010 as compared to $166,466 during the year ended December 31, 2009. The decrease was primarily due to decreased filing and stock transfer fees, interest fees and professional fees.

During the year ended December 31, 2010, our net cash used in investing activities increased over the period ended December 31, 2009 due to intercorporate loans made to Qeyos Ad Systems Inc., now a wholly-owned subsidiary of the company. Net cash received from financing activities increased over the prior period ended December 31, 2009 due to funds received from private placement subscriptions for 6,925,000 common shares of our company issued at a price of $0.20 per share.

Anticipated Cash Requirements

We anticipate that we will incur the following expenses over the next twelve months:

1.	$100,000 in connection with locating, evaluating and negotiating potential business opportunities;
2.	$1,900,000 for operating expenses; and
3.	$63,000 for management, advisory and administrative costs payable pursuant to the terms of the consulting agreement with CHM Financial Services Inc.

We require a minimum of approximately $2,000,000 to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or development costs. This amount may also increase if we are required to carry out due diligence investigations in regards to any prospective investment or business opportunity or if the costs of negotiating the applicable transaction are greater than anticipated. We have sufficient working capital to enable us to carry out our stated plan of expanding operation over the next twelve months. In addition, we plan to complete private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to carry out expansion of our operation. We are currently in negotiation for the completion of a further $500,000 in private placement financings but there is no assurance that we will be successful in completing any private placement financings.

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There can be no assurance that additional financing will be available when needed or, if available, on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we may not be able to meet our expansion plans.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended December 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon our company locating and acquiring a business opportunity, and achieving a profitable level of operation. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

C. Research and Development, Patents and Licenses etc.

We do not currently, and did not previously, have research and development policies in place. Over the past three fiscal years, no funds were expended by our company on research and development activities.

D. Trend Information

As we have just implemented a new business plan, we do not currently know of any trends that would be material to our operations.

E. Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

F. Contractual Obligations

We do not have any contractual obligations.

G. Safe Harbor

Not applicable.

ITEM 6 Directors, Senior Management and Employees

A. Directors and Senior Management

All directors of our company hold office until the next annual meeting of our shareholders and until such director’s successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. The following table sets forth the names, positions and ages of our executive officers and directors. Our board of directors elects officers and their terms of office are at the discretion of our board of directors.

Name	Position Held	Age	Date First Elected or Appointed
Ross J. Tocher	President, Chief Executive Officer and Director	49	September 10, 2008, January 28, 2011 (1)
Barb Welsh	Director	58	January 28, 2011

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Brian Petersen	Director	44	January 28, 2011
Kevin R. Kortje	Chief Financial Officer	53	January 28, 2011
Gregory G. Dureault	Senior Vice President and General Counsel	50	January 28, 2011
Alan Husejnagic	Vice President of Operations	35	January 28, 2011
Steve Owst	Vice President of Sales	50	January 28, 2011
Scott Lupien	Vice President of Asian Operations	44	January 28, 2011

(1) Mr. Tocher has served as our president and chief executive officer since September 10, 2008. He has served as a director since January 28, 2011.

Ross J. Tocher

Mr. Tocher has held the positions of President and Chief Executive Officer since he was appointed on September 10, 2008. Mr. Tocher has over 30 years of experience managing investment strategies for a variety of family holding companies with interests in different industries. He was one of the founders of British Columbia based Pan-Canadian Mortgage Group Inc., specializing in commercial mortgage investment, and a co-founder of British Columbia based Gateway Casinos Ltd. Mr. Tocher was a trustee of the Gateway Casino Income Fund, Gateway Trust and director of Gateway G.P. Prior to January 2001, he was the President of Marsonn Packaging Ltd., a company specializing in the repackaging of foods. He co-founded Brew King Ltd., a British Columbia company, and manufacturer of commercial and consumer wine-making concentrates that achieved worldwide sales as the largest non-commercial wine producer in North America before being sold, in 1997, to Andres Wines Ltd. Previously, Mr. Tocher was also a senior executive with the Tocher family business. Since 1998, he has gained experience as a director of several private equity companies, including British Columbia based Trian Equities Ltd., and he has been the President of Knight Ventures, Ltd., an investment company.

Barb Welsh

Ms. Welsh is the President and founder of Welsh Sales Solutions Ltd., which she founded in 2002. Ms. Welsh has a marketing background and was successful radio sales person in Canada for over 25 years. From 1971-78 she rose to the top as Senior Account Manager at The Pattison Group, and from 1978-87 as Senior Account Manager at The Rogers Group. Ms. Welsh achieved top sales person at Western International Communications Ltd. (WIC) (now Corus Entertainment Inc.) during 1987-2002 where she sold advertising for CKNW, CFMI (Rock101), CFOX, and CKLG along with selling the play by play for the Vancouver Canucks, BC Lions, and the Vancouver Grizzlies. After selling traditional media for her entire career Ms. Welsh decided to venture into new media and founded Welsh Sales Solutions Ltd., which focuses on new media and the out-of-home video industry. Welsh Sales Solutions Ltd. has become a leader in its emerging industry and the company’s main focus is to provide revenue for video screens and has had exclusive contracts for many of the most successful out-of-home video networks in Canada and the US.

Brian Petersen

Brian spent 16 years with RBC Capital Markets in Toronto, Calgary and Houston where he was involved in all facets of the financing industry gaining significant experience in initial public offerings, public and private equity, public and private debt, trust unit financings and merger & acquisition transactions. Brian has advised on over $20 billion of M&A assignments and nearly $20 billion of equity and fixed income financings, including over $6 billion of income trust IPOs in Canada and the US.

Brian joined RBC Capital Markets in 1989 after completing a Bachelor of Commerce in Finance at the University of British Columbia. Brian Petersen was responsible for the Income Trust Group which works with all industry groups in the origination and execution of equity and merger and acquisitions (M&A) mandates in the Income Trust and Royalty Trust sector. The group also provided coverage support for accounts in the income trust sector. Clients included Pengrowth Energy Trust, Bell Nordiq Income Fund, Keyspan Facilities Income Fund and NAL Oil and Gas Trust. Brian is a member of RBC Capital Markets’ New Names Committee. Brian has had extensive experience in investment banking with RBC Capital Markets in Calgary from 1991 to 1999 and in Houston from 1999 to 2002. He has provided advice to corporations in Canada and the U.S. regarding M&A assignments, debt and equity financing, including an integral role in the Income Trust sector where he has been involved in over $11 billion of equity offerings since 1993. He has been active in the structuring and marketing of many IPO’s in the sector. Between 2005 and 2010 Brian Petersen provided his investment banking expertise to Toronto’s Sprott Securities Inc. and he founded and sold to Versant Partners Inc. his interests in a Calgary-based boutique banking firm Petersen Capital Corp.

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At the beginning of 2011, Brian is the recently announced Managing Director - Head of Energy for the investment banking team at Toronto based Stonecap Securities Inc. He is a Chartered Financial Analyst and a member of the Association for Investment Management and Research. He is also a board member of the Canadian Association of Income Funds (CAIF).

Kevin Kortje

Mr. Kortje was appointed as our chief financial officer on January 28, 2011. Mr. Kortje is a Chartered Accountant with over 25 years accounting, taxation and software development experience. As an entrepreneur, he has been involved in the development of many unique software applications in sports, gaming, lotteries, accounting, payroll, stock market analysis, securities portfolio management, financial services and enterprise management. He has extensive experience with electronic payment processing technologies, and has recently been successful in pioneering the launch of a payroll cash card program as an alternative to paper cheque payments for employees of businesses in the temporary labor industry. Since 2002, Mr. Kortje has been the President and founder of Middle Earth Technologies Ltd.

Gregory G. Dureault

Mr. Dureault holds Bachelor’s Degrees in Economics and Law from the University of Saskatchewan earned in 1984 and has been a Member of the law Society of British Columbia since June 14, 1985. Mr. Dureault has experience as an international corporate and North American securities lawyer. In addition to his legal experience, Mr. Dureault was founder and president of IBC Investments Limited from 1995 to 2001 with former Canadian federal finance Minister the Honorable Mr. Otto Jelinek, who was a co-director of IBC Investments Limited between 1995 and 2000 based out of Prague, Czech Republic. IBC was involved in the business of acquiring and licensing certain U.S. Patents, each entitled “Methods and Apparatus For Playing Bingo Over A Wide Geographic Area” and registered in the U.S. including No. 5,351,970 issued October 24, 1994, No. 5,569,083 issued October 29, 1996, and No. 5,857,911 issued January 12, 1999, and developing tracking software and related technology underlying such patented know-how that was offered to the government lottery industry. At IBC Investments, Mr. Dureault gained experience in the deployment of television lottery game show content and pattern recognition lottery technologies, Web content and point of sales delivery programs over closed intranet systems that are similar to those offered by the interactive technologies of the Company.

Alan Husejnagic

Mr. Husejnagic is an accomplished professional in the fields of Broadcasting, Marketing and Management. His primary role with the Company is to implement operational strategies for deployment of interactive Kiosks, portable marketing, content production and media distribution. In 2007-08 Mr. Husejnagic specialized in television production as an executive producer of a weekly sports series on The Score Television Network. From 2001-present, Mr. Husejnagic co-founded a number of successful E-commerce ventures, most notably Vancouver Media Group Inc., an agency for advanced digital marketing applications. Mr. Husejnagic holds BSc. Degrees in Chemistry and Psychology from University of British Columbia (1998). He joined Qeyos Ad Systems Inc. as Chief Operating Officer at inception in January 2009.

Steve Owst

Mr. Owst holds a U.K. Royal Air Force Bachelors degree in Aerospace Engineering, and has since become a leader in the creation and support of innovative interactive TV applications for Cable Operators across North America. Mr. Owst has over 25 years experience in the high-technology and telecom sectors. From January 2005 to December 2006 he was employed as a Senior Manager with Telus Corporation, one of Canada’s largest telecom companies. From May 2003 to January 2005 he was the Chief Technical Officer (CTO) of Alternet Systems Inc. From January 2000 to May 2003 he was employed as an account manager for Nokia, Canada. He joined Qeyos Ad Systems Inc. as Chief Technology Officer at inception in January 2009.

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Scott Lupien

Our Vice President of Asian operations in Beijing has been CEO of Companion Sino-net Technology Development (Beijing) Co., Ltd. since 2008 and has eight years of business experience in Asia, six of which are in China. He reads and writes Chinese fluently and brings 15 years of executive leadership to the company. Mr. Lupien has an Economics degree from U.C. Berkeley and spent 14 years running sales and business development for investment information companies in the U.S.A.

Mr. Lupien was a founder of SAM Group International. His background is in security markets, sales of financial services and in real estate development and investing. He moved to Beijing in April 2004 to develop senior housing projects and formed Silver Age International Ltd. in 2005 for this purpose, which has developed one facility in Xiao Tang Shan, Beijing. In addition to forming SAM Group, Mr. Lupien has formed an international trading company, Cazador Internacional Ltd., which specializes in exporting building materials to the States.

Starting as a stock broker for MJT, Inc. in 1991, Mr. Lupien moved into sales of information services for Bridge Information Systems, Inc. He later became VP of West Coast Sales for OptiMark Technologies, Inc., which sold securities trading technology to financial institutions, and VP of Business Development for Risk Management Solutions, Inc., which sold trading and risk management systems to energy trading firms. Since 2000 Mr. Lupien has been an investor and developer of real estate in the western United States. He holds a bachelor’s degree in Economics from The University of California at Berkeley and speaks Mandarin, Spanish, Korean and English.

Relationships

There are no family relationships between any of the directors or executive officers of our company.

There are no arrangements or understandings between any of the directors and/or executive officers and any other person pursuant to which that director and/or executive officer was selected.

B. Compensation

Executive Compensation

The following table sets forth all compensation received during the two years ended December 31, 2010 and December 31, 2009 by our chief executive officer, chief financial officer and each of the other most highly compensated executive officers whose total compensation exceeded $100,000 in such fiscal year.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa tion ($)	Total ($)
J. Stephen Barley Secretary, Treasurer and Director(1)(2)	2010 2009	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$63,885(4) 55,287(4)	$63,885(4) 55,287(4)

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Ross J. Tocher President and Chief Executive Officer and Director (3)	2010 2009	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Kevin Kortje Chief Financial Officer(5)	2010 2009	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Barb Welsh Director(6)	2010 2009	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Brian Petersen Director(6)	2010 2009	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Gregory G. Dureault Senior Vice President and General Counsel(6)	2010 2009	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Alan Husejnagic Vice President of Operations(6)	2010 2009	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Steve Owst Vice President of Sales(6)	2010 2009	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Scott Lupien Vice President of Asian Operations(6)	2010 2009	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A

(1)	Mr. Barley was appointed president, chief executive officer, chief financial officer, secretary, treasurer and director of our company on October 5, 2000. He resigned as president and chief executive officer on September 10, 2008 and as chief financial officer on January 28, 2011. Mr. Barley resigned as the Secretary, Treasurer and a director of our company on March 31, 2011.
(2)	Compensation attributable to Mr. Barley is paid pursuant to a management agreement dated December 1, 2000, between our company and CHM Consulting Inc., a company wholly-owned by J. Stephen Barley. This agreement was terminated and superseded by a new consulting agreement dated November 1, 2008 with CHM Financial Services Inc. CHM Consulting Inc. received monthly payments of $750 pursuant to the former agreement and CHM Financial Services Inc. receives $5,600 (CDN$5,600) per month pursuant to the new agreement.
(3)	Mr. Tocher was appointed as our president and chief executive officer effective September 10, 2008.
(4)	Representing consulting fees of $5,600 (CDN$5,600 per month, payable in Canadian dollars, to CHM Financial Services Inc., a company wholly-owned by Mr. Barley.
(5)	Mr. Kortje was appointed as our chief financial officer effective January 28, 2011.
(6)	Ms. Welsh and Mr. Petersen were appointed as directors and Mr. Dureault, Mr. Husejnagic, Mr. Owst and Mr. Lupien were appointed officers each effective January 28, 2011.

Compensation Discussion and Analysis

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

The services of J. Stephen Barley, a former director and executive officer, were provided to us pursuant to a consulting agreement dated November 1, 2008 with CHM Financial Services Inc. which replaced the former agreement dated December 1, 2000 with CHM Consulting Inc., both companies being wholly-owned by Mr. Barley. Pursuant to the consulting agreement, our company pays CHM Financial Services Inc. a management fee of $5,600 (CDN$5,600) per month, payable in Canadian dollars. The fee to CHM Consulting Inc. was $750 per month under the former agreement. The agreement with CHM Consulting Inc. terminated on February 28, 2011.

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Our compensation program for our executive officers is administered and reviewed by our board of directors which acts as a compensation committee. Historically, executive compensation consists of a combination of base salary and bonuses. Individual compensation levels are designed to reflect individual responsibilities, performance and experience, as well as the performance of our company. The determination of discretionary bonuses is based on various factors, including implementation of our business plan, acquisition of assets, and development of corporate opportunities and completion of financing.

Directors of our company may be paid for their expenses incurred in attending each meeting of the directors. In addition to expenses, directors may be paid a sum for attending each meeting of the directors or may receive a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for such service. Members of special or standing committees may be allowed similar reimbursement and compensation for attending committee meetings. During the year ended December 31, 2010, we did not pay any compensation or grant any stock options to our directors and officers.

Grants of Plan-Based Awards

There were no grants of plan-based awards made to our executive officers during the year ended December 31, 2010.

Outstanding Equity Awards at Fiscal Year-End

As at December 31, 2010, there were no unexercised options, stock that had not vested or equity incentive plan awards held by our executive officers.

Option Exercises and Stock Vested

As of the end of our fiscal year ended December 31, 2010, we had no form of an incentive stock option plan.

New Long-Term Incentive Plan

Our company did not have a prior long-term incentive plan in favor of any director, officer, consultant or employee of our company. In connection with the completion of the acquisition of Qeyos, on January 28, 2011, our board of directors adopted the 2011 Stock Option Plan (the “Plan”), providing for the issuance of up to 6,620,230 shares of our common stock to the officers, directors, employees and consultants of our company and our subsidiaries. Pursuant to the Plan, the Company granted options to purchase an aggregate of 2,400,000 shares of common stock at $0.20 per share to our newly appointed directors and officers that held options to purchase ordinary shares of Qeyos.

The principal terms and conditions of the stock options granted under the Plan are that vesting of the options will occur in three stages: (1) 50% on the date of grant; (2) 25% on January 1, 2012; and (3) 25% on January 1, 2013. The options granted are exercisable at $0.20 per share. Furthermore, the stock options granted under the Plan are generally non transferable other than to a legal or beneficial holder of the options upon the option holder’s death. The rights to vested but unexercised options cease to be effective on the earlier of: (1) 18 months after death of the stock options holder; (2) 6 months after a change of control of our company; (3) 12 months after loss of office due to health related incapacity or redundancy; or (4) 12 months after the retirement of the options holder from a position with us.

The following table sets out particulars of stock options we have granted as of April 29, 2011:

Name	Stock Options Granted	Exercise Price	Expiry Date
Ross J. Tocher Director and Chief Executive Officer	300,000	$0.20	December 29, 2015
Barb Welsh Director	300,000	$0.20	December 29, 2015

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Brian Petersen Director	300,000	$0.20	December 29, 2015
Kevin R. Kortje Chief Financial Officer	300,000	$0.20	December 29, 2015
Gregory G. Dureault Senior Vice President and General Counsel	300,000	$0.20	December 29, 2015
Alan Husejnagic Vice President of Operations	300,000	$0.20	December 29, 2015
Steve Owst Vice President of Sales	200,000	$0.20	December 29, 2015
Scott Lupien Vice President of Asian Operations	400,000	$0.20	December 29, 2015

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees, in the event of retirement.

C. Board Practices

Our directors are re-elected and our officers are re-appointed at the annual general meeting of our shareholders. The last annual general meeting was held on July 2, 2009 and each of our current directors and officers will continue to hold his respective office until his successor is elected or appointed, unless his office is earlier vacated under any of the relevant provisions of our Articles or of the Cayman Island’s Companies Law (Revised) statute.

There are no service contracts between our company and any of our officers, directors or employees providing for benefits upon termination of employment.

As of the date of this annual company report, our entire board functions as our audit committee. The audit committee reviews and approves the scope of the audit procedures employed by our independent auditors, reviews the results of the auditor’s examination, the scope of audits. The audit committee also recommends the selection of independent auditors.

This annual company report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management’s report in this annual company report.

D. Employees

Our company is currently operated by Ross Tocher as our president and chief executive officer and Kevin Kortje as our chief financial officer. We anticipate that we will be conducting most of our business through agreements with consultants and third parties. Neither of Messrs. Tocher or Kortje has an employment agreement with us.

E. Share Ownership

As of April 29, 2011, there were 66,739,541 common shares of our company issued and outstanding. Of the shares issued and outstanding on that date, our directors and officers owned the following common shares:

Name and Address of Beneficial Owner	Position Held With the Company	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Ross J. Tocher 780-333 Seymour Street	President and Chief Executive Officer	30,325,135(2)	45.44%

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Vancouver, BC V6B 5A6
Kevin Kortje 780-333 Seymour Street Vancouver, BC V6B 5A6	Chief Financial Officer	300,000(3)	0.45%
Barb Welsh 780-333 Seymour Street Vancouver, BC V6B 5A6	Director	300,000(3)	0.45%
Brian Petersen 780-333 Seymour Street Vancouver, BC V6B 5A6	Director	300,000(3)	0.45%
Gregory G. Dureault 780-333 Seymour Street Vancouver, BC V6B 5A6	Senior Vice President and General Counsel	300,000(3)	0.45%
Alan Husejnagic 780-333 Seymour Street Vancouver, BC V6B 5A6	Vice President of Operations	300,000(3)	0.45%
Steve Owst 780-333 Seymour Street Vancouver, BC V6B 5A6	Vice President of Sales	200,000(4)	0.30%
Scott Lupien 780-333 Seymour Street Vancouver, BC V6B 5A6	Vice President of Asian Operations	400,000(5)	0.60%
Directors and Executive Officers as a Group (five persons)		32,425,135(6)	48.59%

(1)	Percentage based on 66,739,541 shares of common stock outstanding on April 29, 2011.
(2)	Includes 6,171,021 shares of common stock held by R J Tocher Holdings Ltd., a private company wholly owned by Ross J. Tocher, 15,594,628 shares of common stock held by Concept Financial Inc., a private company wholly owned by Ross J. Tocher, and 8,259,486 shares of common stock held by In Touch Digital Media, a private company wholly owned by Ross J. Tocher. Also includes options to acquire 300,000 common shares at an exercise price of $0.20 per share until December 29, 2015.
(3)	Includes options to acquire 300,000 common shares at an exercise price of $0.20 per share until December 29, 2015.
(4)	Includes options to acquire 200,000 common shares at an exercise price of $0.20 per share until December 29, 2015.
(5)	Includes options to acquire 400,000 common shares at an exercise price of $0.20 per share until December 29, 2015.
(6)	Includes options to acquire 2,100,000 common shares at an exercise price of $0.20 per share until December 29, 2015.

ITEM 7 Major Shareholders and Related Party Transactions

A. Major Shareholders

As of April 29, 2011, there were 66,739,541 common shares of our company issued and outstanding. The following table sets forth persons known to us to be the beneficial owner of more than five (5%) of our common shares as of April 29, 2011:

Name	Number of Common Shares Beneficially Owned	Percentage(1)
Ross J. Tocher(2) 780-333 Seymour Street Vancouver, BC V6B 5A6	30,325,135	45.44%

⁽¹⁾ Based on 66,739,541 shares of common stock issued and outstanding as of April 29, 2011. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

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⁽²⁾ Includes 6,171,021 shares of common stock held by R J Tocher Holdings Ltd., a private company wholly owned by Ross J. Tocher, 15,594,628 shares of common stock held by Concept Financial Inc., a private company wholly owned by Ross J. Tocher, and 8,259,486 shares of common stock held by In Touch Digital Media, a private company wholly owned by Ross J. Tocher. Also includes options to acquire 300,000 common shares at an exercise price of $0.20 per share until December 29, 2015.

The voting rights of our major shareholder do not differ from the voting rights of holders of our company’s shares who are not major shareholders.

As of April 29, 2011, our 66,739,541 issued and outstanding common shares are held as follows:

Location	Number of Shares	Percentage of Shares	Number of Registered Shareholders of Record
Canada	27,296,166	40.90%	134
Bahamas*	600,000	0.90%	1
Barbados	8,259,486	12.38%	1
Belize	28,085,679	42.08%	6
United States	2,498,210	3.74%	1
Total	66,739,541	100%	143

* Less than 1%.

There are no arrangements known to us, the operation of which may at a subsequent date result in a change in the control of our company.

B. Related Party Transactions

For the period beginning on January 1, 2007 until the present, we carried out a number of transactions with related parties in the normal course of business. These transactions were recorded at their exchange amount, which is the amount of consideration established and agreed to by the related parties.

The following are related party transactions and amounts owing that are not otherwise disclosed elsewhere:

a)	We paid a management fee of $63,885 (2009: $55,287; 2008: $15,287) to a company controlled by a director for the year ended December 31, 2010. The management services were on a month to month basis at $750 per month until September 30, 2008. On November 1, 2008, we entered into an agreement with the same party in which we agreed to pay $5,000 plus applicable sales tax in Canadian dollars, per month for management services on a month to month basis.
b)	As of December 31, 2010, accounts payable of $120 (2009: $295) was owing to a director of our company and $Nil (2009: $10,037) was owing to a company controlled by the same director.
c)	As of December 31, 2010, accounts payable of $5,209 (2009: $Nil) was owing to a company controlled by an officer of our company.
d)	Interest expensed by the Company relating to notes payable due to a company with a common director amounted to $Nil (2009: $5,327; 2008: $6,868) for the year ended December 31, 2010.
e)	Interest expensed by the Company relating to notes payable due to a company with a common officer amounted to $158 (2009: $6,100; 2008: $304) for the year ended December 31, 2010.
f)	On September 30, 2009, we entered into debt settlement agreements with holders of promissory notes and an assignment of debt pursuant to which 21,287,895 shares of our common stock were issued to companies with a common officer to settle debt totaling $319,318.

These transactions were in the normal course of operations.

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ITEM 8 Financial Information

A. Financial Statements and Other Financial Information

Our financial statements are stated in U.S. dollars and are prepared in accordance with US GAAP. Financial statements included with this annual company report are listed below:

Audited Annual Financial Statements for Qwick Media Inc. as at December 31, 2010 and 2009, and for the fiscal years ended December 31, 2010, 2009 and 2008:

(a)	Independent Auditor’s Report of Morgan & Company dated May 2, 2011 on the Financial Statements as at December 31, 2010, 2009 and 2008;
(b)	Balance Sheets at December 31, 2010 and 2009;
(c)	Statements of Operations for the years ended December 31, 2010, 2009 and 2008, and for the period October 5, 2000 (Date of Inception) to December 31, 2010;
(d)	Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008, and for the period October 5, 2000 (Date of Inception) to December 31, 2010;
(e)	Statement of Shareholders’ Equity (Deficiency) from October 5, 2000 (Date of Inception) to December 31, 2010; and
(f)	Notes to Financial Statements.

Legal Proceedings

There are no pending legal proceedings to which we are a party or of which any of our property is the subject. There are no legal proceedings to which any director, officer or affiliate of our company or any associate of any such director, officer or affiliate of our company is a party or has a material interest adverse to us.

Dividend Distributions

Holders of our common shares are entitled to receive such dividends as may be declared from time to time by our board, in its discretion, out of funds legally available for that purpose. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.

B. Significant Changes

None.

ITEM 9 The Offer and Listing

A. Offer and Listing Details

Our common shares are quoted on the OTC Bulletin Board under the trading symbol “TUSMF.OB”. Our shares have been quoted on the OTC Bulletin Board since October 2001; however, there have been no trades in our shares of common stock since January 1, 2003.

Our authorized capital consists of 400,000,000 common shares with a par value of $0.001 per share and 100,000,000 preferred shares with a par value of $0.001 per share. Our preferred shares may be issued in one or more series and our directors may fix the number of shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series.

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Holders of our common shares are entitled to vote at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote, receive any dividend declared by our company’s board of directors and, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares, receive the remaining property of our company upon dissolution.

All of our common shares are issued in registered form. The transfer of our common shares is managed by our transfer agent, Pacific Stock Transfer Company, 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119 (Telephone: 702.361.3033; Facsimile: 702.433.1979) .

B. Plan of Distribution

Not applicable.

C. Markets

Since October 2001, our common shares have been quoted exclusively on the OTC Bulletin Board, however the shares have not traded since January 1, 2003.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10 Additional Information

A. Share Capital

Issued and Outstanding – Common Shares
	Number of Shares
Balance, December 31, 2010	51,313,366
Issued since December 31, 2010	15,426,175
Balance, April 29, 2011	66,739,541

Stock Options Outstanding
			Weighted
			Average
	Number		Exercise Price
Balance, December 31, 2010	Nil		N/A
Granted since December 31, 2010	2,400,000	$	0.20
Balance, April 30, 2011	2,400,000	$	0.20

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B. Memorandum and Articles of Association

The information required by this item is incorporated herein by reference from our prospectus filed on June 9, 2009.

C. Material Contracts

The material contracts to which we are a party which were entered into during the last two years are as follows:

• Share Exchange Agreement dated as of January 28, 2011 between the Company and the shareholders of Qeyos Ad Systems Inc.

D. Exchange Controls

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See “Taxation” below.

E. Taxation

Material Cayman Islands Taxation

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties that may be applicable on instruments executed in, or after execution brought within, the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

No stamp duties are payable on the issue or transfer of shares. An agreement to transfer shares may be subject to stamp duty if the agreement is executed in the Cayman Islands or, if executed outside the Cayman Islands, subsequently brought into the Cayman Islands. The Stamp Duty Law (2007 Revision), as amended, does not provide who is liable to pay stamp duty on any document but, in practice, the person who seeks to rely on the document in any civil court proceedings will be required to pay stamp duty in order to have the document admitted in evidence.

Material United States Federal Income Tax Consequences

The following is a general discussion of certain possible United States Federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all aspects of United States Federal income tax matters and does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. See “Certain Canadian Federal Income Tax Consequences” above.

The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal, business or tax advice to any holder or prospective holder of our common shares, and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares are urged to consult their own tax advisors with respect to Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.

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U.S. Holders

As used herein, a “U.S. Holder” includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for United States tax purposes and any other person or entity whose ownership of our common shares is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

Distributions

The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for United States federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions which are taxable dividends and which meet certain requirements will be “qualified dividend income” and taxed to U.S. Holders at a maximum United States federal rate of 15%. Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent the U.S. Holder’s tax basis in the common shares and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such shares.

Capital Gains

In general, upon a sale, exchange or other disposition of common shares, a U.S. Holder will generally recognize a capital gain or loss for United States federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other distribution and the U.S. Holder’s adjusted tax basis in such shares. Such gain or loss will be a United States source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’s holding period of the shares exceeds one year. If the U.S. Holder is an individual, any capital gain will generally be subject to United States federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the tax credit, among which is an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. The availability of the foreign tax credit and the application of these complex limitations on the tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

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Passive Foreign Investment Corporation

We do not believe that we are a passive foreign investment corporation (a “PFIC”). However, since PFIC status depends upon the composition of a company’s income and assets and the market value of its assets and shares from time to time, there is no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. Holder held shares, certain adverse tax consequences could apply to the U.S. Holder. If we are treated as a PFIC for any taxable year, gains recognized by such U.S. Holder on a sale or other disposition of shares would be allocated ratably over the U.S. Holder’s holding period for the shares. The amount allocated to the taxable year of the sale or other exchange and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as applicable, and an interest charge would be imposed on the amount allocated to such taxable year. Further, any distribution in respect of shares in excess of 125% of the average of the annual distributions on shares received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, would be subject to taxation as described above. Certain elections may be available to U.S. Holders that may mitigate some of the adverse consequences resulting from PFIC status. However, regardless of whether such elections are made, dividends paid by a PFIC will not be “qualified dividend income” and will generally be taxed at the higher rates applicable to other items of ordinary income.

U.S. Holders and prospective holders should consult their own tax advisors regarding the potential application of the PFIC rules to their ownership of our common shares.

F. Dividends and Paying Agents

Not applicable.

G. Statements by Experts

Not applicable.

H. Documents on Display

Documents concerning our company referred to in this annual company report may be viewed by appointment during normal business hours at our registered and records office at Suite 800 - 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3H1.

I. Subsidiary Information

We have one subsidiary, Qeyos Ad Systems Inc., a British Columbia corporation.

ITEM 11 Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 12 Description of Securities Other Than Equity Securities

Not applicable.

PART II

ITEM 13 Defaults, Dividend Arrearages and Delinquencies

Not applicable.

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ITEM 14 Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

ITEM 15 Controls and Procedures Controls and Procedures

A. Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 20-F. Based on this evaluation, these officers concluded that as of the end of the period covered by this Annual Report on Form 20-F, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected.

B. Management’s Report on Internal Control Over Financial Reporting

Our company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of December 31, 2010 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at December 31, 2010 due to the following material weaknesses: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting, financial reporting and corporate governance.

56

Our company has taken steps to enhance and improve the design of our internal controls over financial reporting, however these steps were not complete as of December 31, 2010. During the period covered by this annual report on Form 20-F, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2011: (i) address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting, financial reporting and corporate governance. The remediation efforts set out above are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

C. Changes in Internal Controls Over Financial Reporting

There were no changes in internal controls over financial reporting during the year ended December 31, 2010. However, as a result of the evaluation of our internal control over financial reporting as of December 31, 2010, conducted by our principal executive officer and principal financial officer, we expect to make such changes in the year ended December 31, 2011.

ITEM 15T Controls and Procedures

Not applicable.

ITEM 16	[Reserved]
ITEM 16A	Audit Committee Financial Expert

Our board of directors has determined that Brian Peterson qualifies as an “audit committee financial expert” as defined in Item 16A(b) of Form 20-F, and is “independent” as the term is defined by Nasdaq Marketplace Rule 4200(a)(15).

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining another independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

ITEM 16B Code of Ethics

Code of Ethics

Effective March 15, 2004, our company’s board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company’s president and secretary (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

57

1.	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
3.	compliance with applicable governmental laws, rules and regulations;
4.	the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
5.	accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president or secretary.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s President or Secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the President or Secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission on March 30, 2004 as Exhibit 14.1 to our annual report on Form 10-KSB. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Qwick Media Inc., 780 – 333 Seymour Street, Vancouver, British Columbia V6B 5A6.

ITEM 16C Principal Accountant Fees and Services

Audit Fees. This category includes the fees for the audit of our financial statements and the quarterly reviews of interim financial statements. This category also includes advice on audit and accounting matters that arose during or as a result of the audit or the review of interim financial statements and services in connection with Securities and Exchange Commission filings.

Audit-Related Fees. This category includes assurance and related services that are reasonably related to the performance of the audit or review of the financial statements that are not reported under Audit Fees, and describes the nature of the services comprising the fees disclosed under this category.

Tax Fees. This category includes the fees for professional services rendered for tax compliance, tax advice and tax planning, and describes the nature of the services comprising the fees disclosed under this category.

All Other Fees. This category includes products and services provided by the principal accountant, other than the services reported under Audit Fees, Audit-Related Fees or Tax Fees.

Our current independent public accountants provided audit and other services during the fiscal years ended December 31, 2010 and 2009 as follows:

58

	2010	2009
	($)	($)
Audit Fees	16,349	22,200
Audit-Related Fees	9,741	4,450
Tax Fees	-	-
All Other Fees	-	-
Total Fees	26,090	26,650

We do not use Morgan & Company, Chartered Accountants, for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Morgan & Company, Chartered Accountants, to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Morgan & Company, Chartered Accountants, is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

• approved by our audit committee (which consists of our entire board of directors); or

• entered into pursuant to pre-approval policies and procedures established by our board, provided the policies and procedures are detailed as to the particular service, our board is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management.

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our board either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by Morgan & Company, Chartered Accountants, and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Morgan & Company’s independence.

ITEM 16D. Exemption from the Listing Standards for Audit Committees

Not applicable.

ITEM 16E Purchases of Equity Securities the Company and Affiliated Purchasers

Not applicable.

ITEM 16F Change in Registrant’s Certifying Accountant

Not applicable.

ITEM 16G Corporate Governance

Not applicable.

ITEM 17 Financial Statements

Financial Statements Filed as Part of this Report:

Audited Annual Financial Statements for Qwick Media Inc. as at December 31, 2010, 2009 and 2008:

59

(a)	Independent Auditor’s Report of Morgan & Company dated May 2, 2011 on the Financial Statements as at December 31, 2010, 2009 and 2008;
(b)	Balance Sheets at December 31, 2010 and 2009;
(c)	Statements of Operations for the years ended December 31, 2010, 2009 and 2008, and for the period October 5, 2000 (Date of Inception) to December 31, 2010;
(d)	Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008, and for the period October 5, 2000 (Date of Inception) to December 31, 2010;
(e)	Statement of Stockholders’ Equity (Deficiency) from October 5, 2000 (Date of Inception) to December 31, 2010; and
(f)	Notes to Financial Statements.

60

QWICK MEDIA INC.
(Formerly TUSCANY MINERALS LTD.
An Exploration Stage Company)

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009, and 2008

(Stated in U.S. Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of
Qwick Media Inc.
(formerly Tuscany Minerals Ltd.
An Exploration Stage Company)

We have audited the accompanying balance sheets of Qwick Media Inc. (formerly Tuscany Minerals Ltd., an exploration stage company) as of December 31, 2010 and 2009, and the related statements of operations and cash flows for each of the three years in the period ended December 31, 2010, and for the cumulative period from October 5, 2000 (date of inception) to December 31, 2010, and stockholders’ equity (deficiency) for the cumulative period from October 5, 2000 (date of inception) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, and for the cumulative period from October 5, 2000 (date of inception) to December 31, 2010, in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has negative cash flows, has a stockholders’ deficiency and is dependent upon obtaining adequate financing to fulfil its development activities and upon future profitable operations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	”Morgan & Company”
May 2, 2011	Chartered Accountants

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

BALANCE SHEETS

(Stated in U.S. Dollars)

		DECEMBER 31
		2010			2009
ASSETS
Current
Cash	$	700,996		$	1,433
Promissory Notes Receivable		639,862			-
	$	1,340,858		$	1,433
LIABILITIES
Current
Accounts payable and accrued liabilities	$	36,260		$	25,191
Notes and accrued interest payable		127,428			14,995
Promissory note and accrued interest payable		275,783			256,844
		439,471			297,030
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Capital Stock		51,313			51,313
Additional Paid-in Capital		606,317			606,317
Share Subscriptions Received		1,385,000			-
Deficit Accumulated During The Exploration Stage		(1,141,243	)		(953,227	)
		901,387			(295,597	)
	$	1,340,858		$	1,433

The accompanying notes are an integral part of these financial statements.

F-3

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Stated in U.S. Dollars)

											PERIOD FROM
											DATE OF
											INCEPTION
											OCTOBER 5
											2000 TO
											DECEMBER
		YEARS ENDED DECEMBER 31									31,
		2010			2009			2008			2010
Expenses
Consulting fee	$	−		$	−		$	−		$	3,193
Filing and stock transfer fees		838			8,088			2,801			17,018
Foreign exchange loss on debt settlement		−			18,456			−			18,456
Interest (Note 7)		19,097			34,311			31,045			213,326
Management fee (Note 7)		78,903			55,657			15,287			213,597
Mineral property exploration expenditure		−			−			−			8,500
Mineral property option payment		−			−			−			3,428
Office and sundry		13,452			3,968			645			23,941
Oil and gas property exploration expenditures		−			−			−			202,686
Professional fees		75,726			106,444			54,634			398,610
Travel and business development		−			−			−			38,488
		188,016			226,924			104,412			1,141,243
Net Loss For The Period	$	(188,016	)	$	(226,924	)	$	(104,412	)	$	(1,141,243	)
Basic And Diluted Loss Per Common Share	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted Average Number Of Common Shares Outstanding		51,313,366			22,311,517			12,538,000

The accompanying notes are an integral part of these financial statements.

F-4

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

											PERIOD FROM
											DATE OF
											INCEPTION
											OCTOBER 5,
											2000 TO
		YEARS ENDED DECEMBER 31									DECEMBER 31,
		2010			2009			2008			2010
Cash Flows (Used In) Provided By:
Operating Activities
Net loss for the period	$	(188,016	)	$	(226,924	)	$	(104,412	)	$	(1,141,243	)
Adjustment to reconcile net loss to net cash            used by operating activities:
Foreign exchange loss on debt settlement		−			18,456			−			18,456
Changes in non-cash operating working capital items:
Accounts payable and accrued liabilities		11,069			7,691			17,345			127,916
Accrued interest payable		19,422			34,311			31,045			213,651
		(157,525	)		(166,466	)		(56,022	)		(781,220	)
Investing Activities
Promissory note advances		(639,862	)		−			−			(639,862	)
Financing Activities
Proceeds from notes payable		111,950			167,240			55,447			465,028
Proceeds from promissory note payable		−			−			−			196,050
Proceeds from issuance of common shares		−			−			−			76,000
Proceeds from share subscriptions received		1,385,000			−			−			1,385,000
		1,496,950			167,240			55,447			2,122,078
Net Increase (Decrease) In Cash		699,563			774			(575	)		700,996
Cash, Beginning Of Period		1,433			659			1,234			−
Cash, End Of Period	$	700,996		$	1,433		$	659		$	700,996
Non-cash Financing Activities
Common stock issued to settle debt	$	−		$	581,630		$	−		$	581,630
Supplemental Disclosure of Cash Flow Information
Interest paid	$	−		$	−		$	−		$	−
Income taxes paid	$	−		$	−		$	−		$	−

The accompanying notes are an integral part of these financial statements.

F-5

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

PERIOD FROM INCEPTION, OCTOBER 5, 2000, TO DECEMBER 31, 2010

(Stated in U.S. Dollars)

			COMMON STOCK						DEFICIT
	NUMBER								ACCUMULATED
	OF				ADDITIONAL		SHARE		DURING THE			CUMULATIVE
	COMMON		PAR		PAID-IN		SUBSCRIPTIONS		EXPLORATION			TRANSLATION
	SHARES		VALUE		CAPITAL		RECEIVED		STAGE			ADJUSTMENT			TOTAL
		$		$		$	-	$			$	-		$
Balance, October 5, 2000	-		-		-				-						-
November 2000 - Shares issued for cash at $0.001	6,500,000		6,500		-		-		-			-			6,500
November 2000 - Shares issued for cash at $0.01	6,000,000		6,000		54,000		-		-			-			60,000
December 2000 - Shares issued for cash at $0.25	38,000		38		9,462		-		-			-			9,500
Translation adjustment	-		-		-		-		-			660			660
Net loss for the period	-		-		-		-		(7,310	)		-			(7,310	)
Balance, December 31, 2000	12,538,000		12,538		63,462		-		(7,310	)		660			69,350
Translation adjustment	-		-		-		-		-			(752	)		(752	)
Net loss for the year	-		-		-		-		(54,811	)		-			(54,811	)
Balance, December 31, 2001	12,538,000		12,538		63,462		-		(62,121	)		(92	)		13,787
Translation adjustment	-		-		-		-		-			16			16
Net loss for the year	-		-		-		-		(24,972	)		-			(24,972	)
Balance, December 31, 2002	12,538,000		12,538		63,462		-		(87,093	)		(76	)		(11,169	)
Translation adjustment	-		-		-		-		-			(205	)		(205	)
Net loss for the year	-		-		-		-		(271,508	)		-			(271,508	)
Balance, December 31, 2003	12,538,000		12,538		63,462		-		(358,601	)		(281	)		(282,882	)
Translation adjustment	-		-		-		-		-			281			281
Net loss for the year	-		-		-		-		(72,049	)		-			(72,049	)
Balance, December 31, 2004	12,538,000		12,538		63,462		-		(430,650	)		-			(354,650	)
Net loss for the year	-		-		-		-		(49,562	)		-			(49,562	)
Balance, December 31, 2005	12,538,000		12,538		63,462		-		(480,212	)		-			(404,212	)
Net loss for the year	-		-		-		-		(67,488	)		-			(67,488	)
Balance, December 31, 2006	12,538,000		12,538		63,462		-		(547,700	)		-			(471,700	)
Net loss for the year	-		-		-		-		(74,191	)		-			(74,191	)
Balance, December 31, 2007	12,538,000		12,538		63,462		-		(621,891	)		-			(545,891	)
Net loss for the year	-		-		-		-		(104,412	)		-			(104,412	)
Balance, December 31, 2008	12,538,000		12,538		63,462		-		(726,303	)		-			(650,303	)
September 2009 - Shares issued for settling debt    at $0.015	38,775,366		38,775		542,855		-		-			-			581,630
Net loss for the year	-		-		-		-		(226,924	)		-			(226,924	)
Balance, December 31, 2009	51,313,366		51,313		606,317		-		(953,227	)		-			(295,597	)
Share subscriptions received	-		-		-		1,385,000		-			-			1,385,000
Net loss for the year	-		-		-		-		(188,016	)		-			(188,016	)
Balance, December 31, 2010	51,313,366	$	51,313	$	606,317	$	1,385,000	$	(1,141,243	)	$	-		$	901,387

The accompanying notes are an integral part of these financial statements.

F-6

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

a)	Organization
	Qwick Media Inc. (“the Company”) is governed by the corporate laws of the Cayman Islands. It is currently a reporting issuer in the Province of British Columbia, Canada. Principal executive offices are located in Vancouver, British Columbia, Canada. The registered office is in the Cayman Islands.
	The Company was incorporated on October 5, 2000 under the laws of the State of Nevada. Effective June 26, 2006, it re-domiciled from the State of Nevada to the State of Washington. Effective July 7, 2009, it re-domiciled from the State of Washington to the State of Wyoming for the sole purpose of effecting a continuance to the Cayman Islands. Effective July 28, 2009, the Company re-domiciled to the Cayman Islands and became a foreign private issuer with the US Securities and Exchange Commission (“SEC”).
	On October 6, 2009, the Company changed its name from “Tuscany Mineral, Ltd.” to “Tuscany Minerals Ltd.”. On June 22, 2010, the Company changed its name to “Qwick Media Inc.”
b)	Exploration Stage Activities
	The Company had been in the exploration stage since its formation and has not realized any revenues. The Company had previous exploration activities in the natural gas and oil business in 2003 and in the acquisition and exploration of mining properties prior to 2003. As at December 31, 2010 and 2009, the Company was an inactive shell company.
	On January 28, 2011, the Company acquired Qeyos Ad Systems Inc., which is in the business of developing and customizing software for use in digital media kiosks. Accordingly, subsequent to December 31, 2010, the Company ceased to be an inactive shell company and became a development stage company.
c)	Going Concern
	The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

F-7

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

1.	NATURE OF OPERATIONS AND GOING CONCERN (Continued)
	c)	Going Concern (Continued)
		As shown in the accompanying financial statements, the Company has incurred accumulated losses of $1,141,243 for the period from October 5, 2000 (inception) to December 31, 2010 and has no revenue. The future of the Company is dependent upon its ability to obtain adequate financing and upon future profitable operations. Management has plans to seek additional capital financing through private placement and a public offering of the Company’s common stock and from the issuance of promissory notes. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.
	The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
	a)	Cash and Cash Equivalents
		Cash consists of cash on deposit with high quality major financial institutions. The carrying amounts approximated fair market value due to the liquidity of these deposits. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2011 or 2009.
	b)	Use of Estimates and Assumptions
		The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates. The significant areas requiring management’s estimates and assumptions include the fair value of shares issued to settle debt, valuation allowance for income tax purposes and fair value measurement of financial instruments.

F-8

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	c)	Foreign Currency Translation
		The Company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated in accordance with SFAS 52, Foreign Currency Translation (codified in ASC Topic 830, Foreign Currency Matters), into U.S. dollars and reporting as follows:

i)	monetary items at the exchange rate prevailing at the balance sheet date;
ii)	non-monetary items at the historical exchange rate;
iii)	revenue and expense at the average exchange rate in effect during the applicable accounting period.

	Gains and losses on foreign currency transactions are reported in the statements of operations.
d)	Basic and Diluted Loss Per Share
	The Company computes loss per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128 – “Earnings Per Share” (codified in ASC Topic 260, Earnings Per Share). Under these provisions, basic loss per share is computed using the weighted average number of common stock outstanding during the periods. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period. As the Company generated net losses in the period presented, the basic and diluted loss per share is the same as the exercise of options or warrants would be anti-dilutive.
e)	Fair Value of Financial Instruments
	ASC Topic 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
	These tiers are:

• Level 1 – defined as observable inputs such as quoted prices in active markets;

• Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

F-9

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e)	Fair Value of Financial Instruments (Continued)
	Cash consists of cash on deposit with a high quality major financial institution. The carrying cost approximates fair value due to the liquidity of these deposits. The carrying amounts of other financial assets and liabilities comprising amounts receivable, accounts payable and accrued liabilities, and notes payable, were a reasonable approximation of their fair value.
f)	Income Taxes
	The Company has adopted SFAS No. 109 – “Accounting for Income Taxes” (codified in ASC Topic 740, Income Taxes). This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
g)	Asset Retirement Obligations
	The Company follows SFAS No. 143 (codified in ASC Topic 410 Asset Retirement Obligations), which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset.
	The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate. To date, no asset retirement obligations exist and no liability has been recorded.
h)	Asset Impairment
	Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable, pursuant to guidance established in SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (codified in ASC Topic 360-50, Impairment or Disposal of Long- lived Assets). The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, assets are written down to fair value.

F-10

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

i)	Comprehensive Loss
	SFAS 130, Reporting Comprehensive Income, (codified in ASC Topic 220, Comprehensive Income) establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2010 and 2009, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
j)	Common Share Non-Monetary Consideration
	In situations where common shares are issued and the fair value of the goods or services received is readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of:
	i)	the date at which the counterparty’s performance is complete;
	ii)	the date at which a commitment for performance by the counterparty to earn the common shares is reached; or
	iii)	the date at which the common shares are issued if they are fully vested and non- forfeitable at that date.

3. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2010, FASB issued Accounting Standards Update (“ASU”) 2010-09 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date of the subsequent event in both issued and revised financial statements. Revised financial statements include financial statements reissued as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company adopted ASU 2010-09 in February 2010, and it did not impact the Company’s financial statements.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2010-06, but does not expect its adoption to have a material impact on the Company’s financial position or results of operations.

F-11

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

4.	PROMISSORY NOTES RECEIVABLE
	At December 31, 2010, two promissory notes aggregating $639,862 (2009 - $Nil) are due from a company having the same chief executive officer and controlling shareholder. These amounts are due on demand, are interest free and unsecured.
5.	NOTES AND ACCRUED INTEREST PAYABLE
	Notes payable balance at December 31, 2010 was $127,428 (2009 - $14,995), including accrued interest of $483 (2009 - $228). All notes payable were unsecured, payable on demand, and bore interest at 8% per annum. These amounts are due to a company with a common director or a common officer.
	On September 30, 2009, the Company entered into debt settlement agreements with the note payable holder of principal and interest of $407,191 for shares in the Company’s common stock.
	Interest expense for the year ended December 31, 2010 amounted to $158 (2009 - $15,372; 2008 - $12,055).
6.	PROMISSORY NOTE AND ACCRUED INTEREST PAYABLE
	At December 31, 2010 the promissory note of $196,050 (2009 - $196,050) bore interest at 8% per annum and was repayable in full on January 28, 2004.
	The Company had entered into various loan extension agreements since the initial due date, including a required balloon payout amount of $25,000. At December 31, 2010, the expiry date is January 28, 2011. Since advancement of funds to December 31, 2010 interest has accrued in the amount of $54,733 (2009- $35,794). Interest expensed for the year ended December 31, 2010 amounted to $18,939 (2009 - $18,939; 2008 - $18,991).
	On September 30, 2009 the Company entered into a debt settlement agreement to settle $82,782 of the total accrued interest for 5,518,778 shares in the Company’s common stock.
7.	RELATED PARTY TRANSACTIONS AND AMOUNTS OWING
	For the year ended December 31, 2010, the Company carried out a number of transactions with related parties in the normal course of business. These transactions were recorded at their exchange amount, which is the amount of consideration established and agreed to by the related parties.

F-12

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

7.	RELATED PARTY TRANSACTIONS AND AMOUNTS OWING (Continued)
	The following are related party transactions and amounts owing at December 31, 2010 that are not otherwise disclosed elsewhere:

a)	The Company paid management fees of $63,885 (2009 - $55,287; 2008 - $15,287) to a company controlled by a director for the year ended December 31, 2010. The management services were on a month to month basis at $750 per month until September 30, 2008. On November 1, 2008, the Company entered into an agreement with the same party in which the Company agreed to pay $5,600 (CDN$5,600) per month for management services on a month to month basis.
b)	As of December 31, 2010, accounts payable of $120 (2009 - $295) was owing to a director of the Company and $11,200 (2009 - $10,037) was owing to a company controlled by the same director.
c)	As of December 31, 2010, accounts payable of $5,209 (2009 - $Nil) was owing to a company controlled by an officer of the Company.
d)	Interest expensed by the Company relating to notes payable due to a company with a common director amounted to $Nil (2009 - $5,327; 2008 - $6,868) for the year ended December 31, 2010.
e)	Interest expensed by the Company relating to notes payable due to a company with a common officer amounted to $158 (2009 - $6,100; 2008 - $304) for the year ended December 31, 2010.
f)	On September 30, 2009, the Company entered into debt settlement agreements with holders of promissory notes and an assignment of debt pursuant to which 21,287,895 shares of the Company’s common stock were issued to companies with a common officer to settle debt totalling $319,318.

8. INCOME TAXES

The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% (2009 – 34%) to income before income taxes. The difference results from the following items:

		2010			2009			2008
Computed expected (benefit) income taxes	$	(64,000	)	$	(77,100	)	$	(35,500	)
Increase in valuation allowance		64,000			77,100			35,500
	$	-		$	-		$	-

F-13

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

8. INCOME TAXES (Continued)

Significant components of the Company’s deferred income tax assets are as follows:

		2010			2009			2008
Deferred income tax asset	$	387,100		$	323,100		$	246,900
Valuation allowance		(387,100	)		(323,100	)		(246,900	)
	$	-		$	-		$	-

The Company has net operating losses of approximately $1,141,000 (2009 - $953,000; 2008 - $726,000), which if unutilized, will expire through to 2030. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements and have been offset by a valuation allowance.

9.	CAPITAL STOCK
	a)	Authorized
		At December 31, 2010 and 2009, the Company was authorized to issue the following number and classes of shares:
		400,000,000 common shares, $0.001 par value;
		100,000,000 preferred shares, $0.001 par value, and series as determined by directors.
	b)	Issued, outstanding and fully paid
		During 2010, the Company received $1,385,000 for share subscriptions under a private placement of common shares of the Company at a price of $0.20 per share.
		During 2009, the Company issued 38,775,366 shares of the Company’s common stock to settle debt totaling $581,630, comprised of accounts payable $91,657, notes payable of $407,191 and promissory note and accrued interest of $82,782. This included debt settlement agreements with holders of promissory notes and assignment of debt pursuant to which 21,287,895 common shares of the Company were issued to companies with a common officer to settle debt totaling $319,318.

F-14

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

10.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS
	The Company had no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements, rental premises or other matters. Management services provided are on a month to month basis.
11.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
	The following table presents information about the Company’s financial instruments that have been measured at fair value as of December 31, 2010 and 2009, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair values:

2010	FAIR				LOANS AND
	VALUE				RECEIVABLES/		TOTAL
	INPUT		HELD-FOR-		AMORTIZED		CARRYING		FAIR
	LEVEL		TRADING		COST		VALUE		VALUE
Financial assets
Cash	1	$	700,996	$	-	$	700,996	$	700,996
Promissory notes receivable	3		-		639,862		639,862		639,862
		$	700,996	$	639,862	$	1,340,858	$	1,340,858

			OTHER		TOTAL
			FINANCIAL		CARRYING		FAIR
	LEVEL		LIABILITIES		VALUE		VALUE
Financial liabilities
Accounts payable and accrued liabilities	3	$	36,260	$	36,260	$	36,260
Notes and accrued interest payable	3		127,428		127,428		127,428
Promissory note and accrued interest payable	3		275,783		275,783		275,783
		$	439,471	$	439,471	$	439,471

2009	FAIR
	VALUE				TOTAL
	INPUT		HELD-FOR-		CARRYING		FAIR VALUE
	LEVEL		TRADING		VALUE
Financial assets
Cash	1	$	1,433	$	1,433	$	1,433

15

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

11. FINANCIAL INSTRUMENT AND RISK MANAGEMENT (Continued)

2009			OTHER		TOTAL
			FINANCIAL		CARRYING
	LEVEL		LIABILITIES		VALUE		FAIR VALUE
Financial liabilities
Accounts payable and accrued liabilities	3	$	25,191	$	25,191	$	25,191
Notes and accrued interest payable	3		14,995		14,995		14,995
Promissory note and accrued interest payable	3		256,844		256,844		256,844
		$	297,030	$	297,030	$	297,030

Due to the nature of cash, promissory notes receivable, accounts payable and accrued liabilities, and notes and promissory note payable, the fair value of these instruments approximated their carrying value. Promissory notes receivable, notes and promissory note are recorded at estimated fair value on issue and at amortized cost on an ongoing basis.

12. SUBSEQUENT EVENTS

a)	The Company has entered into negotiations respecting a loan extension agreement to settle the debt or to extend the expiry date of the promissory note and accrued interest due January 28, 2011.
b)	On January 28, 2011, the Company received a further $640,000 for share subscriptions under a private placement of common shares of the Company at a price of $0.20 per share. On January 28, 2011, the Board of Directors of the Company authorized the issuance of 10,000,000 common shares of the Company.
c)	On January 28, 2011, the Board of Directors of the Company authorized the issuance of 637,140 common shares at a deemed price of $0.20 per share in settlement of $127,428 notes and accrued interest payable .
d)	On January, 2011, the Company adopted a stock option plan providing for the issuance of up to 6,620,230 shares of its common stock to the officers, directors, employees and consultants of the Company. Pursuant to this plan, the Company granted 2,400,000 options to purchase common stock at $0.20 per share, expiring on December 29, 2015.

F-16

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

12. SUBSEQUENT EVENTS (Continued)

e)	On January 28, 2011, the Company completed the acquisition of Qeyos Ad Systems Inc. (“Qeyos”), pursuant to which it acquired all of the issued and outstanding common shares of Qeyos from its shareholders in exchange for the issuance of a total of 4,789,035 shares of the Company’s common stock on the basis of one share of common stock for each share of Qeyos. As a result of the acquisition of the Qeyos shares, the Company ceased to be a shell company and is now in the business of developing interactive proprietary software, intellectual property and hardware.
	i)	Basis of Presentation
		The following pro-forma consolidated financial statements of Qwick Media Inc. reflect financial information which gives pro-forma effect to the issuance of common shares of the Company in exchange for a 100% controlling interest in Qeyos. These pro-forma consolidated financial statements have been prepared by management giving effect to the share exchange agreement (the “Agreement”) dated January 28, 2011.
		For accounting purposes, the acquisition is being accounted for at historical values in a manner similar to the pooling of interests method since the chief executive officer and controlling shareholder of the Company is also the chief executive officer and controlling shareholder of Qeyos.
		This information has been derived from the audited financial statements of the Company and the unaudited financial statements of Qeyos as of and for the year ended December 31, 2010. The unaudited pro-forma condensed financial information does not represent the results of the operations that would have occurred had the Agreement been consummated on the dates indicated or the financial position for any future day or period.
	ii)	Pro-Forma Adjustments
		The following unaudited pro-forma adjustments are included in the unaudited pro-forma consolidated balance sheet as of December 31, 2010, and the unaudited pro-forma consolidated statements of operations for the years ended December 31, 2010 and 2009, and the unaudited pro-forma consolidated statement of stockholders’ equity (deficiency) for the year ended December 31, 2010, to reflect the acquisition of Qeyos by the Company:
		a)	To record the issue of 4,789,035 of the Company’s common shares at $0.20 per share in exchange for all of the issued and outstanding shares of Qeyos, pursuant to a share exchange agreement dated January 28, 2011;

F-17

QWICK MEDIA INC.

(formerly TUSCANY MINERALS LTD.

An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Stated in U.S. Dollars)

12. SUBSEQUENT EVENTS (Continued)

ii)	Pro-Forma Adjustments (Continued)
	b)	To record a further $640,000 for share subscription agreements under a private placement of common shares of the Company at a price of $0.20 per share.
	c)	To record the issue of 637,140 common shares at $0.20 per share pursuant to a debt settlement agreement dated January 28, 2011;
	d)	To record the elimination of the investment in and the capital stock of Qeyos.

F-18

QWICK MEDIA INC.

PRO-FORMA CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

									PRO-FORMA
		QWICK MEDIA			QEYOS AD				ADJUSTMENTS			PRO-FORMA
		INC.			SYSTEMS INC		Note					CONSOLIDATE
												D
							12e)ii)
ASSETS
Current
Cash	$	700,996		$	176,852		b)	$	640,000		$	1,517,848
Accounts receivable		-			3,136				-			3,136
Recoverable taxes		-			47,944				-			47,944
Inventory		-			74,848				-			74,848
		700,996			302,780				640,000			1,643,776
Loan Term Investments
Promissory note receivable		639,862			-		d)		(639,862	)		-
Investment in subsidiary		-			-		a)		957,807			-
		-			-		d)		(957,807	)		-
		639,862			-				(639,862	)		-
Property and Equipment		-			84,584				-			84,584
	$	1,340,858		$	387,364			$	(138	)	$	1,728,360
LIABILITIES
Current
Accounts payable and accrued liabilities	$	36,260		$	18,630			$	-		$	54,890
Promissory note payable		-			648,630		d)		(648,630	)		-
Notes and accrued interest payable		127,428			-		c)		(127,428	)		-
Promissory note and accrued interest payable		275,783			-				-			275,783
		439,471			667,260				(776,058	)		330,673
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Capital Stock		51,313			957,886		a)		4,789			56,739
							c)		637
							d)		(957,886	)
Additional Paid-In Capital		606,317			-		a)		953,018			1,686,126
							c)		126,791
Share Subscriptions Received		1,385,000			-		b)		640,000			2,025,000
Deficit		(1,141,243	)		(1,237,782	)	(d)		8,847			(2,370,178	)
		901,387			(279,896	)			776,196			1,397,687
	$	1,340,858		$	387,364			$	(138	)	$	1,728,360

F-19

QWICK MEDIA INC.

PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

YEAR ENDED DECEMBER 31, 2010

								PRO-FORMA
		QWICK MEDIA			QEYOS AD			ADJUSTMENT			PRO-FORMA
								S
		INC.			SYSTEMS INC			(Note 12(e)(ii)(d))			CONSOLIDATED
Revenues
Advertising fees	$	-		$	2,718		$	-		$	2,718
Expenses
Amortization and depreciation		-			320			-			320
Advertising and promotion		-			8,610			-			8,610
Consulting fees		-			74,136			-			74,136
Filing and stock transfer fees		838			-			-			838
Foreign exchange		-			71,045			(8,847	)		62,198
Interest and bank charges		19,097			572			-			19,669
Management fees		78,903			25,153			-			104,056
Office and administrative		13,452			53,212			-			66,664
Professional fees		75,726			48,152			-			123,878
Salary, wages and benefits		-			445,834			-			445,834
Software development		-			179,222			-			179,222
Travel		-			19,490			-			19,490
		188,016			925,746			(8,847	)		1,104,915
Net Loss	$	(188,016	)	$	(923,028	)	$	8,847		$	(1,102,197	)
Basic and Diluted Loss Per Common Share	$	(0.00	)							$	(0.02	)
Weighted Average Number of Common Shares Outstanding		51,313,366			100						66,739,541
YEAR ENDED DECEMBER 31, 2009
								PRO-FORMA
		QWICK MEDIA			QEYOS AD			ADJUSTMENTS			PRO-FORMA
		INC.			SYSTEMS INC						CONSOLIDATED
Expenses
Consulting fees	$	-		$	11,066		$	-		$	11,066
Filing and stock transfer fees		8,088			-			-			8,088
Foreign exchange		18,456			13,703			-			32,159
Interest and bank charges		34,311			361			-			34,672
Management fees		55,657			108,892			-			164,549
Office and administrative		3,968			24,416			-			28,384
Professional fees		106,444			-			-			106,444
Software development		-			156,316			-			156,316
		226,924			314,754			-			541,678
Net Loss	$	(226,924	)	$	(314,754	)	$	-		$	(541,678	)
Basic and Diluted Loss Per Common Share	$	(0.01	)							$	(0.01	)
Weighted Average Number of Common Shares Outstanding		22,311,517			100						37,737,792

F-20

QWICK MEDIA INC.

PRO-FORMA STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

YEAR ENDED DECEMBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

	COMMON STOCK
	NUMBER
	OF				ADDITIONAL		SHARE
	COMMON		PAR		PAID-IN		SUBSCRIPTIONS		ACCUMULATED
	SHARES		VALUE		CAPITAL		RECEIVED		DEFICIT			TOTAL
Balance, December 31, 2009	51,313,366	$	51,313	$	606,317	$	-	$	(953,227	)	$	(295,597	)
Share subscription received
(Note 12 e) ii) b)	-		-		-		2,025,000		-			2,025,000
Pro-forma shares issued:
Share exchange agreement for Qeyos         (Note 12 e) ii) a)	4,789,035		4,789		953,018		-		-			957,807
Debt settlement - notes payable         (Note 12 e) ii) c)	637,140		637		126,791		-		-			127,428
Pro-forma deficit accumulated:
Qeyos as at December 31, 2009	-		-		-		-		(314,754	)		(314,754	)
Pro-forma net loss for the period	-		-		-		-		(1,102,197	)		(1,102,197	)
Pro-forma balance, December 31, 2010	56,739,541	$	56,739	$	1,686,126	$	2,025,000	$	(2,370,178	)	$	1,397,687

F-21

ITEM 18 Financial Statements

Refer to “Item 17. Financial Statements”.

ITEM 19 Exhibits

The following exhibits are being filed as part of this annual company report, or are incorporated by reference where indicated:

Exhibit Number	Description of Exhibit
1.1	Memorandum of Association (incorporated by reference from Exhibit 3.1 to our current report on Form 8-K as filed with the SEC on August 5, 2009)
1.2	Articles of Association (incorporated by reference from Exhibit 3.2 to our current report on Form 8-K as filed with the SEC on August 5, 2009)
4.1	Consulting Agreement with CHM Financial Services Inc. dated November 1, 2008 (incorporated by reference from our Annual Report on Form 20-F as filed with the SEC on April 29, 2010)
4.2	Promissory Note with In Touch Digital Media Inc. dated February 18, 2009
4.3	Promissory Note with In Touch Digital Media Inc. dated March 31, 2009 (incorporated by reference from Exhibit 10.5 to our registration statement on Form S-4 as filed with the SEC on April 9, 2009)
4.4	Promissory Note with In Touch Digital Media Inc. dated May 8, 2009 (incorporated by reference from Exhibit 10.9 to our quarterly report on Form 10-Q as filed with the SEC on May 15, 2009)
4.5	Form of Debt Settlement and Subscription Agreement, effective as of September 30, 2009 (incorporated by reference from our Annual Report on Form 20-F as filed with the SEC on April 29, 2010)
4.6	Share Exchange Agreement with Qeyos Ad Systems Inc. dated January 28, 2011 (incorporated by reference from our Annual Report on Form 20-F as filed with the SEC on February 3, 2011)
4.7	Debt Settlement and Subscription Agreement dated January 28, 2011 with R. J. Tocher Holdings Ltd. (incorporated by reference from our Annual Report on Form 20-F as filed with the SEC on February 3, 2011)
4.8	Form of Private Placement Subscription Agreement (incorporated by reference from our Annual Report on Form 20-F as filed with the SEC on February 3, 2011)
4.9	2011 Stock Option Plan (incorporated by reference from our Annual Report on Form 20-F as filed with the SEC on February 3, 2011)
8.1	Significant Subsidiary of our Company as at January 28, 2011 - Qeyos Ad Systems Inc., a British Columbia corporation
12.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1*	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
13.2*	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

* Filed herewith

61

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual company report on its behalf.

QWICK MEDIA INC.

By:	/s/Ross J. Tocher
Ross J. Tocher,
President and Chief Executive Officer
(Principal Executive Officer)

Date: May 2, 2011

By:	/s/Kevin Kortje
Kevin Kortje
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)

Date: May 2, 2011

62