QWIKF Qwick Media Inc (CE)

This annual report on Form 20-F includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, and therefore are, or may be deemed to be, "forward-looking statements". These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "seeks", "projects", "intends", "plans", "may", "will" or "should", or their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this annual report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this annual report. Such risks include, but are not limited to: a renewed downturn in international economic conditions; our reliance on key management; our ability to obtain the financing needed to pursue our plan of operations; 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; 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. See the section entitled "Risk Factors" for a complete list of risks relating to an investment in our company.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements are based on assumptions that management believes are reasonable, which include, but are not limited to, assumptions with respect to our future growth potential, results of operations, future prospects and opportunities, execution of our business strategy, maintaining a stable workforce, there being no material variations in the current tax and regulatory environments, future levels of indebtedness, and current economic conditions remaining unchanged, readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this annual report. In addition, even if our results are consistent with the forward‑looking statements contained in this annual report, those results or developments may not be indicative of results or developments in the future.

Any forward-looking statements in this annual report speak only as of the date of such statements, and we do not undertake any obligation to update such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by applicable laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data. All of the forward-looking statements made in this annual report are qualified by these cautionary statements.

In this Form 20-F, unless otherwise stated, references to "we", "us", "our", the "Corporation" and "Qwick" refer to Qwick Media Inc., a Cayman Islands corporation, and include, where applicable, our wholly-owned subsidiary, Qeyos Ad Systems Inc. ("Qeyos"), a British Columbia corporation, and its wholly-owned subsidiary, Wuxi Xun Fu Information Technology Co., Ltd. ("Wuxi"), a company incorporated under the laws of the People's Republic of China (the "PRC"), through which the majority of our operations are conducted.  Unless otherwise stated, "$" refers to United States dollars, being our reporting currency.

 

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

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, 2014. The information presented below for the five year period ended December 31, 2014 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 thereto 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)

Not applicable.

Not applicable.

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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.

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

 

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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, 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.

Because we may be dependent on a limited number of customers for a significant portion of our revenues, we may be vulnerable to the loss of major customers or delays in payments from these customers.

Given our limited operating history and the rapid growth of our industry, we may be dependent on a small number of customers. If we fail to sell our services to one or more key 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 larger customers is significantly delinquent with their payments, our financial condition may be materially and adversely affected.

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 lose our 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. 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.

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, which could have a material and adverse effect on our ability to manage our business, our revenues and net income. Further, 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, and the sale of additional equity securities could result in additional dilution to our shareholders.

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Risks Relating to our Management

Because our president controls a large percentage of our outstanding shares, he has the ability to influence matters affecting our shareholders.

Our president and chief executive officer, Ross Tocher, beneficially owns more than 40% of our issued and outstanding common shares and all of our outstanding preferred shares which also carry voting rights. As a result, he has 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 securities. Because he controls such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated.

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, Mr. Tocher. We rely on the industry expertise, experience in our business operations and sales and marketing abilities, of our senior executives and their working relationships with our employees, other major shareholders, advertising clients, micro-broadcast network sponsors and advertisers, and relevant government authorities. If one or more of our senior executives are unable or unwilling to continue in their present positions, we may 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.

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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 common shares.

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 common shares. 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 Shares

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.

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

There is currently a limited market for our common shares and we can provide no assurance to investors that a liquid market will develop. If a market for our common shares does not develop, our shareholders may not be able to re-sell the common shares 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.

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 common shares 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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ITEM 4

Information on the Company

 

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On March 20, 2015, our common shares were listed for trading on the Canadian Securities Exchange under the symbol "QMI".

On March 20, 2015, we announced a change of our registrar and transfer agent from Empire Stock Transfer Inc. to VStock Transfer, LLC, which is now our primary transfer agent. We also announced the appointment of TMX Equity Transfer Services as our co-transfer agent and registrar for Canadian purposes in connection with the listing of our common shares on the Canadian Securities Exchange.

Takeover offers

We are not aware of any public takeover offers by third parties in respect of our securities, and we have not made any public takeover offers in respect of any other company's securities, during the last or current financial year.

General

Our content management system ("CMS") technology can be used to create incremental revenue in the digital out of home ("DOOH") signage industry. Therefore, our secondary business strategy 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 plan to operate in North American advertising markets.

Our touch-screen interactive kiosks and smart boards support mobile software applications ("Apps") and iPhone/smart phone integration, while enabling users to access relevant information, such as interactive directories, way-finding, promotion incentives, coupons and other instant, on-demand media.

The principal market for our products is North America.  Our CMS technology is intended to support mobile Apps and iPhone/smart phone integration, while enabling our clients' customers to access relevant information and self-service their needs through interactive directories, way-finding, coupons and other instant, on-demand media. We focus our business development on creating opportunities to deploy private channel solutions for large box retailers to empower them to offer private channel digital marketing into high traffic, public spaces; thus, empowering advertisers to target and engage audiences where and when they shop and socialize.

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As of March 31, 2015, we had completed development of our CMS for use on interactive touch screen hardware. The CMS has been tested and proven to improve the ease of use, presentation, and delivery of a wide variety of client based information to those within an organization or to a public audience. It can also be combined with high utility self-service kiosks, such as secure mobile phone charging stations. The CMS is now ready to be marketed and distributed to information technology resellers and consumers around the world.

After rigorous customer use, our proof of technology deployments have been successfully completed with Hilton and Hyatt hotels located in Santa Clara, California.  We are now awaiting the approval of both hotel chains to add us to their approved vendor lists, to open the way to potential further deployments in the United States and abroad.

Production of Interactive Smart Board and Kiosk Products and Support Services

 

We primarily integrate our proprietary touchscreen software products as UIs and content management systems with flat screens, and computer hardware and related peripherals and enclosures provided by third parties, in the expectation of generating recurring fees under end-user licenses. The enterprise level solutions we provide are designed to integrate seamlessly with a customer's IT infrastructure,data and security environments. These solutions are comprised of turn-key software products that include proprietary software, software-embedded hardware, maintenance and support services, content and creative services, installation services and third-party touchscreen displays.

This technology can enable our existing and prospective customers to operate their own private micro-broadcasting networks for delivery of digital, video/audio interactive touch screen content. Nearly four years of product development has now been completed, with systems now being deployed. However, our development work to adapt our content management systems to different potential vertical markets is on-going.  We provide a wide range of professional services for our customers and partners, including installation and training, software and hardware maintenance and support, creative content and advertising management.

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Technology Platform. Our touch screen software is built in C# and Javascript programming languages to interface other applications, utilizing Microsoft's ".NET" stack on Windows®. We also utilize technologies such as WPF, WCF, XNA and Prism to create a tiered cloud content management system. We have distinguished our product offering from that of our known competitors by focusing on ease of use and scalability in the hands of our customers. The result of such development is the creation of a content syncing engine that enables customers to manage their own data from server to interactive sign.  The core platform that we have created is built to be easily extendable and allows addition of Apps dynamically.

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Product Branding. QwickView™ is our proprietary digital media player software.  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. Our proprietary download and content management software is branded Qwick Manager™. The combination of these software products are specifically designed as a comprehensive content management system that can be operated by end users to create and update their own private channel network of both passive digital screens and interactive digital touch screens and kiosks via an intuitive, user-friendly "drag and drop" style of interface.

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Competitive Advantage. What we believe makes our software different from that of our known competitors is our customers do not have to be particularly technically sophisticated to use this new technology. Most users will be capable of operating this software system without needing to rely upon expensive third party programming consultants or computer technicians for system set-up, or when changes to the system broadcast or information updates are desired. Much of the competitive software we have seen in the digital signage world gives end users a set of features restricting how business objectives can be solved within these limited set of features. Once implemented, end users cannot make their own updates or expand their system information to add new information or interactive features. What we believe makes our software unique is that, upon setup of our base software addressing a customer's current business needs, customers may easily add functionality and update information in real time, thereby enabling their private network and interactive digital signage to grow with their further business needs.

Our software design process is standardized and documented so new employees can be readily integrated. Our software development architecture team in Burnaby, British Columbia provides technical and creative guidance for coders in Wuxi, China. It is the equivalent of artists working with engineers. Due to time differences, our employees and consultants program in a 24/7 environment. This strategy leverages software production outsourcing, while high execution speed hardware development is presently managed from Burnaby, British Columbia, and outsourced to certain manufacturers in the United States. To the extent our software development business is conducted in China, it is conducted via Wuxi, our indirect, wholly-owned subsidiary.

Industry

We believe the proliferation of digital signage in business and out-of-home environments allows advertisers and companies to engage consumers, employees and targeted audiences more effectively than traditional means. The digital signage industry is comprised of hardware, software and professional services that create solutions for advertising and business to business networks. The deployment of digital signage networks has continued to increase through the recent economic downturn.

As digital signage systems have evolved, they have become more cost effective and able to provide richer media content. The initial costs of planning and deploying digital signage infrastructure have dropped, reducing a significant barrier to growth. Today's solutions support remote manageability, energy efficiency and the ability to process and blend rich media content. Customers are recognizing the flexibility and cost-effectiveness digital signage can provide compared to other forms of communication.

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There are several market drivers that are dramatically impacting the traditional digital signage industry and driving increased utilization of digital signage solutions:

Demand for real-time information—Because of increased technology enablement, both organizations and individual consumers expect information to be more available and timely. Digital signage solutions are increasingly providing organizations with multiple ways of distributing content and data instantly and can provide a richer experience if the operator's screens include interactive touch-screen functionality.

Social/Local/Mobile or "SoLoMo"—Social media, the need for localized information, and the proliferation and capabilities of mobile smart phones and tablets, are increasingly driving social and professional interactions, and present an expanded opportunity for growth in the digital signage industry. Digital signage has the ability to leverage social media feeds and present them in an eye-catching manner, delivering a sense of immediacy and engaging viewers on a timely, highly focused basis through constantly refreshed content. When coupled with mobile and proximity technology, digital signage can deliver content to a relevant and specific location at moments of maximum influence and in a timely and personalized experience.

Big Data—Big Data is the collection and re-purposing of disparate data sources from enterprise systems and the cloud, enabling new, emerging capabilities around trend spotting, real-time decision making, performance management, sentiment analysis and customer service. Organizations around the world are making significant investments in Big Data to identify business, marketing, sales and service opportunities that will differentiate them competitively. Deploying digital signage projects using Big Data allows organizations to drive greater content relevance for their constituents.

Digital out-of-home, or DOOH, advertising is a relatively new form of advertising, but is becoming an effective way for advertisers to reach their target audience in captive locations for long periods of time. According to Magna Global, Global Advertising Revenue Forecast and Historical Data, December, 2012, the DOOH advertising market accounted for a small but rapidly growing portion of the $146 billion advertising market in 2011. U.S. DOOH advertising revenue grew to $1.3 billion in 2011, representing a 10-year compound annual growth rate of 20.9%, and is expected to grow to approximately $2.5 billion by 2017. We believe the increase in advertising spending in this medium is largely a result of better research and overall visibility of the medium and digital technology, which have enhanced the reach and the overall value proposition of DOOH advertising for local, regional, national and international advertisers. PQ Media LLC, a custom media search company, states that digital place-based network ("DPN") growth is being driven by a number of factors, including: that consumers are spending more time consuming media outside the home; DPNs are being located close to points of purchase; the media buying process and the corresponding audience metrics are continually improving; and DPNs are resistant to the ad-skipping technology that impacts the television market.

We believe few other marketing media channels can match the value proposition that digital signage delivers: the ability to reach a mass audience with a high level of flexibility to distribute content, change messages and target specific audiences at a lower cost per impression than traditional media.

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Related Digital Signage Business Opportunities

The combined technology created from our software and integrated hardware is capable of being used in the DOOH signage industry. The business challenge is to be able to create a network of sufficient critical mass so as to attract meaningful opportunities. The industry remains highly fragmented. To date, we have not been successful in creating any standalone business opportunities to operate our own proprietary digital signage network of sufficient size and placement to enable us to monetize such technology based upon advertising alone, or at all.  Therefore, it has become our secondary business strategy to seek to provide our clients with revenue sharing based advertising opportunities through creating a network of self-service interactive digital kiosks, interactive window displays, interactive transit displays and other interactive DOOH advertising displays, such as digital wallscapes, spectaculars and mall displays that we plan to introduce into certain North American niche markets, such as land based Indian gaming facilities across the United States.

Mobile and Tablet Solutions

Our CMS technology is intended to support mobile Apps and iPhone/smart phone integration, while enabling our client's customers to access relevant information and self-service their needs through interactive directories, way-finding, coupons and other instant, on-demand media.

Large Box Retailers, Hotel Chains, Conventions, Tradeshows and Airports

We focus our business development on creating opportunities to deploy private channel solutions for large box retailers to empower them to offer 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 location sponsors and their advertising clients.  We intend to derive revenues in the future by selling advertising time slots on private channel networks established by location based sponsorship that we intend to expand across Canada and the United States, to advertising clients and to direct third party advertisers and advertising agencies.

DOOH advertising in North America has experienced significant growth in recent years. By focusing on interactive advertising, we aim to 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 smart board touch screens in high-traffic locations of trade show exhibitions, hotels, airports, shopping malls, and in stores of large chain retailers, particularly in areas where there tends to be significant waiting time.

We seek to integrate 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 our customers' consumers more receptive to the advertisements included in our programs and ultimately makes our programs more effective for end users. Our standard programs include, for each advertiser, six 15-second spots of advertising content during each hour of programming and are usually capable of being shown for approximately 10 hours per day.

We plan to derive incremental revenues by selling advertising time slots on our location sponsors' network to third party advertisers, including both direct advertisers and advertising agencies.

We believe our services provide the following significant benefits to our location sponsors and third party advertisers:

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Enhanced Consumer Experience.  The content provided through an interactive digital media network can provide consumers with an entertaining means to pass time while obtaining relevant information they desire in real time. Our creative team of employees create content to engage users by stimulating their curiosity and driving their fingertips onto our touchscreens, which in turn logs measurable data for evaluating the effectiveness of content engagement. Besides reward marketing principles, another powerful driver is pleasure through entertainment. We believe popular culture conditions users into repetitive consumption through familiarity. Entertainment news is an important engagement mechanism.  We believe our CMS technology enhances the consumer experience and adds value to the interactive services or products provided by our clients' digital signage or touchscreen networks.

•	Incremental Revenue Opportunity. Under the terms of our cooperative services contracts, we offer location sponsors a share in potential revenue as a means of cost recovery in exchange for the concession rights to play our programs in their venues.

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Effective Means of Managing Consumer Traffic.  We provide opportunities to location sponsors and advertisers to utilize non-advertising time on 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 generated through ad placement in TV, radio, newsprint and Internet mediums. We believe the reason for explosive Internet growth is that it provides a non-interruptive mechanism for delivering user driven on-demand content with targeted ads. Traditional media does not provide this instant freedom of interactivity, which appears to have caused losses of audiences to alternative interactive digital mediums that converge content consumption through a digital format.

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Cost-Effective Media Service.  If sufficiently large in scale, we believe a network can allow us to provide our clients' network location 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.

Competitive Conditions

The worldwide digital signage market is vast and diverse.  In addition to the scope of our product and service portfolio, we compete based upon commercial availability, price, visual performance, brand reputation, power usage and customer service.  Customer requirements vary as to products and services, and as to the size and geographic location of the solutions. We compete with a broad range of companies, including local, national and international organizations, whose offerings differ widely. Some competitors offer a range of products and services, while others offer only a single part of an overall digital signage solution. We primarily compete with several different groups of competitors:

·	software developers in the interactive touch screen technology sector, such as Four Winds Interactive LLC, Omnivex and NCR;

·	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

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other advertising media companies, that focus on Internet, street furniture displays, billboard or public transport advertising mediums, or traditional advertising mediums, such as newspapers, television, magazines and radio, some of which may advertise in the large chain retail locations in which we currently have exclusive contract rights to operate interactive digital smart boards.

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We compete for end users for our digital media products primarily on the basis of the ease of use and extensive features of our content management software solutions. We further compete for advertising clients based upon network size and coverage, location, price, quality of our user interface 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 greater financial and operational resources, longer histories in the DOOH advertising industry, and more extensive networks that extend beyond the interactive sector and offer a more diversified portfolio. This may make their products and services more attractive to advertising clients than ours. In addition, we may also face competition from new entrants into the interactive digital media sector in the future.

Sales and Marketing

We intend to build separate sales teams to focus on developing the client base for different 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 growing CMS product and service offerings, will provide potential advertising clients with more choices in selecting and combining different interactive advertising platforms that best suit their advertising needs and preferences. Our goal is to increase our competitive position as an interactive digital media network provider in North America and, thereafter, to expand into other areas of the interactive DOOH advertising sector. Accomplishing this goal requires the successful implementation of the following strategies:

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We plan to broaden our CMS products and service offerings through new private channel advertising media platforms within the interactive DOOH advertising sector, in particular by offering an interactive digital media replacement for traditional light box displays, to establish private channel platforms, broaden consumer reach, enhance the effectiveness of advertisements and provide location sponsors and their advertising clients with more choices in selecting and combining different interactive advertising platforms according to their advertising needs and preferences.

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We plan to grow our CMS technology's market position and generate revenues by building local sales teams in additional cities to increase sales of advertising time slots and utilization rates in these cities and to increase the number of interactive smart boards and other interactive displays into emerging private channel network opportunities.

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We will continue to seek out rights to display high quality non-advertising content to make audiences more receptive and ultimately bring greater value to our business and customers in a cost-effective manner.

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We will continue to promote our brand name and the value of interactive smart boards and kiosks through proactive sales and marketing efforts to identify, solidify and broaden our customer base and our emerging relationships with large retail chains and content providers.

To achieve this goal, we intend to:

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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 sales offices in Burnaby, British Columbia and in Las Vegas, Nevada where we maintain our business development and sales network. We plan to build local sales teams in additional cities associated with key regions of location sponsors to strengthen our sales efforts in these cities, further develop relationships with local advertisers, increase direct sales of advertising time slots in these cities, and improve utilization rates, being the percentage of available time slots that we sell to advertisers.

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Increase the Number of Locations for 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 smart boards 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 new opportunities in the future 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.

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 location sponsors and advertisers.

We plan to pursue strategic relationships and acquisitions to 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.

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 have not yet obtained any patents or trademarks other than with respect to certain U.S. trade names. We completed our registration of the U.S. trade-name "Qwick Media", which was issued on September 20, 2011 under number 4,029,739. In addition, on March 30, 2012, we applied under reference number 2065-100 for the Canadian trade name "Qwick Deal", and under application number 85739426 for the United States trade name. The Canadian application remains pending, however, on January 20, 2015, we completed the registration of a United States trade mark for the "Qwick Deal" mark under registration number 4,673,680.

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Legal Proceedings

Our company was not a party to, and none of our property was the subject of, any material legal proceeding since January 1, 2014, nor are we currently party to any material legal proceeding or contemplating any legal proceedings which are material to our business.  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.

We are committed to delivering our advertisers' messages to consumers. This role in the arena of public discourse requires both a defence of free speech and sensitivity to contemporary standards and concerns. We recognize the need to balance these demands and therefore adhere 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.

•	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 laws and regulations set forth certain content requirements for advertisements in North America, including prohibitions on, among other things, misleading content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest. Advertisements for anaesthetic, 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 are subject to censorship by administrative authorities according to relevant laws and administrative regulations. We do not believe that advertisements containing content subject to restriction or censorship comprise a material portion of the advertisements displayed on our private channel network.

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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.

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 (the "Exchange Rules"), and the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996) (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 yuan for capital account items, such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of the State Administration of Foreign Exchange (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.

Particular Matters Related to Business in the United States:

Over the past decade, United States 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 (the "FTC 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 FTC Act, the FTC 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 is not true.  Sellers are responsible for claims they make about their products and services in advertisements. 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 a seller's assurance that the claims are substantiated. In determining whether an advertising agency should be held liable, the FTC looks at the extent of the agency's participation in the preparation of the challenged advertisement, and whether the agency knew or should have known that the advertisement included false or deceptive claims.

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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, also fall 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.

Within the United States 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 the Corporation's 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, or 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 or our business.

Federal United States laws, principally, the Highway Beautification Act of 1965 (the "HBA"), regulate 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).

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 to 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 changes 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, existing regulations that currently do not apply to them by their terms could be revised to impose greater restrictions. For example, these regulations may impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety.

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Plan of Operation

Our business model is predicated upon monetizing our UI and CMS products and service solutions at an enterprise level to derive recurring revenue from licensing.  As a by-product, we seek to establish location sponsored networks in several distinct vertical markets. Such markets include plans for large chain retailers, hotel chains, tradeshow exhibitions and institutions that sponsor their networks by paying for the cost of interactive kiosks and smart boards and internet connectivity or, alternatively, paying for leasing hardware, with integrated UIs and CMS software products comprising such network.  As such, we will require working capital to fund product development and to maintain sufficient hardware inventory, which is largely produced by third parties on a just in time basis, depending on the scope and size of our future network deployments.

As we have not generated significant revenues from our operations to date, we expect we will need to raise additional financing through the issuance of equity or debt or via shareholder loans from our chief executive officer and other insiders. We require approximately $2,000,000 per year to maintain software development operations at their current level and to fund the costs attributed to wages, rents and general and administrative expenses.

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.  The merger with the Wyoming subsidiary was effected solely to allow for the continuance of our company to the Cayman Islands.

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.

On April 19, 2011, Qeyos incorporated Wuxi under the laws of the PRC as a wholly-owned foreign subsidiary of Qeyos, in order to facilitate the conduct of our operations in the PRC.

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The following diagram illustrates the intercorporate relationships among our company and our subsidiaries, Qeyos and Wuxi, as well as the jurisdictions under which each of such entities is incorporated, continued, formed or organized. We, directly and indirectly, beneficially own all of the voting securities of each of Qeyos and Wuzi.

Our principal executive offices and operating headquarters are located in Burnaby, British Columbia, where we lease approximately 1,500 square meters of office and warehouse space. Our branch offices lease approximately 908 square meters of office space in three other locations, including Las Vegas, Nevada and Wuxi, China.

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.

The following summary should be read in conjunction with our audited financial statements for the years ended December 31, 2014, 2013 and 2012, which are included in this annual report on Form 20-F.

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Revenue

We are have not generated significant revenues from our business operations. The decrease in revenue from $110,553 in the year ended December 31, 2013 to $89,526 for the year ended December 31, 2014 is attributable to a decrease in fees earned on custom software projects.

Expenses

Our operating expenses for the year ended December 31, 2014 were $2,119,472 compared to $2,757,381 for the year ended December 31, 2013, as a result of decreases in virtually all expense categories in 2014 in response to our current financial position. The most significant decreases were in the areas of inventory costs (2014: $147,176; 2013: $254,342); office and administrative expenses (2014: $205,244; 2013: $271,134); professional fees (2014: $125,705; 2013: $192,171); and management fees (2014: $214,621; 2013: $241,701).

Our operating expenses for the year ended December 31, 2013 were $2,757,381 compared to $3,279,571 for the year ended December 31, 2012. The decrease from 2013 to 2012 was mainly attributable to decreased advertising and promotion expenses (2013: $13,402; 2012: $89,126); consulting fees (2013: $32,075; 2012: $94,880); management fees (2013: $241,701; 2012: $256,962); office and administrative expenses (2013: $271,134; 2012: $403,223); salaries, wages and benefits (2013: $1,091,594; 2012: $1,675,220); and travel expenses (2013: $90,068; 2012: $124,285).

Our financial position as at December 31, 2014 and December 31, 2013 and the changes for the years then ended were as follows:

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Working Capital

Our working capital deficit increased from a deficit of $4,428,410 at December 31, 2013 to a deficit of $6,488,422 at December 31, 2014, due primarily to a decrease in cash from $241,327 in 2013 to $129,319 in 2014; and an increase in amounts due to related parties from $4,529,913 in 2013 to $6,340,101 in 2014, attributable primarily to additional shareholder loans made by our president.

Cash Flows

During the year ended December 31, 2014, we used cash of $1,334 in in investing activities, for the purchase of equipment, as compared to using $nil in investing activities during the year ended December 31, 2013 and using $36,830 during the year ended Deecmber 31, 2012. Financing activities did not provide any cash during 2014, 2013, or 2012.

Anticipated Cash Requirements

We anticipate that we will require the following funds to conduct our plan of operations over the next twelve months:

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Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our annual financial statements for the year ended December 31, 2014, 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 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, and obtaining debt financing, assuming such financing would be available, will increase our liabilities and future cash commitments.

During 2014 and 2013, software development costs, comprised of salaries, wages and benefits (2014: $979,960; 2013: $1,091,594; 2012: $1,675,220), were charged to operations as the research and development activities for other components of the product and processes have not been completed.

From August 2012 to April 2014, we were engaged in a proof of technology pilot program involving a large retailer based in the United States, the terms of which were protected by a mutual non-disclosure contract. While the pilot program was undertaken, we ceased pursuit of similar business opportunities in the People's Republic of China, resulting in a modest reduction of our costs of operations. We successfully concluded the pilot program in April 2014. Although no agreement was entered into with the retailer upon completion of the pilot program, we intend to use the results of the pilot program to enter into agreements, or undertake new pilot programs, with other potential end-users of our software operating in retailer markets or otherwise.  If we are unable to enter into, or generate revenue from, such agreements, it could result in a reduction in our enterprise value, leading to potential dilution for shareholders, particularly if we are required to raise additional funds though equity or debt financing, as discussed above.

Please refer to the section entitled "Business Overview" for a discussion of the most significant recent trends in our production, sales, costs and selling prices and to the section entitled, "Operating and Financial Review and Prospects", for a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our net operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

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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.

We do not have any contractual obligations.

Not applicable.

ITEM 6

Directors, Senior Management and Employees

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.

(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 founded InTouch Digital Media Inc., an interactive kiosk business, in 2008 to commence business in China.

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Barbara Welsh

Ms. Welsh is the president and founder of Welsh Sales Solutions Ltd., which she founded in 2002, and which is focused on new media and providing revenue for out of home video screens.  Ms. Welsh has a marketing background and was successful radio sales person in Canada for over 25 years.

Brian Petersen

Mr. Petersen is a senior investment and merchant banker with experience in Canada, the U.S. and internationally in all areas of financial advisory services, M&A and capital market products.  He has acted for public and private companies in various sectors with a focus towards energy and energy service companies. He has over 23 years of experience as an investment banker, including 16 years with RBC Capital Markets. He was Head of Energy Investment Banking for Stonecap Securities Inc. from 2011 until 2013. Between 2005 and 2010, Mr. Petersen provided investment banking expertise to Cormark Securities Inc., and founded and sold to Versant Partners Inc. his interest in a boutique banking firm, Petersen Capital Corp. From January to June 2013, Mr. Petersen was the chief executive officer of CIEBA Energy Services. Mr. Petersen is a Chartered Financial Analyst and a member of the Association for Investment Management and Research. He is also a consultant to, and board member of, Ceiba Energy Services Inc.

Kevin Kortje

Mr. Kortje was appointed as our chief financial officer on January 28, 2011.  Mr. Kortje is a Chartered Accountant with over 30 years of 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.

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Gregory Dureault

Mr. Dureault holds Bachelor's Degrees in Economics and Law from the University of Saskatchewan earned in 1984. Mr. Dureault has been a member of the British Columbia Law Society since 1985 and was a founding partner in three Vancouver law firms.  In 2008, he joined Ross Tocher to form InTouch Digital Media Inc. to begin conducting a digital media business in China.

Ted Cowie

Relationships

 

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(1)

Mr. Tocher was appointed as our president and chief executive officer effective September 10, 2008, as our secretary and treasurer effective March 1, 2009 and as a director effective January 28, 2011.

(2)

Mr. Kortje was appointed as our chief financial officer effective January 28, 2011.

(3)

Ms. Welsh and Mr. Petersen were appointed as directors and Mr. Dureault was appointed as an officer effective January 28, 2011.

(4)

Mr. Kortje receives consulting fees of CAD$5,000 per month, payable monthly.  The consulting fees are paid to Mr. Kortje's personal corporation, KII Management Inc.

(5)

Mr. Petersen receives consulting fees of CAD$6,000 per month, payable monthly.  The consulting fees are paid to Mr. Petersen's corporation, B.K. Petersen Holdings Ltd.

(6)

Mr. Cowie was appointed as a director on June 25, 2013.

(7)

Messrs. Koles and LeClair were appointed as directors on April 30, 2014. In connection with their appointments, they were each issued 300,000 options, effective as of April 30, 2014, each of which is exercisable into one of our common shares at a price of $0.20 per share until April 30, 2019.

(8)

Mr. Dureault was appointed as our senior vice-president and general counsel effective January 28, 2011.

(9)

Mr. Dureault receives consulting fees of CAD$10,000 per month, payable monthly.  The consulting fees are paid to Mr. Dureault's personal corporation, Greg Dureault Person Law Corp.

We do not provide pension, retirement or similar benefits to our directors or officers.

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 November 3, 2014 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.

Our audit committee is currently comprised of Brian Petersen, William LeClair and Steven Koles, all of whom are considered "independent.  We have determined that Brian Petersen qualifies as an "audit committee financial expert". The audit committee reviews and approves the scope of the audit procedures employed by our independent auditors, and reviews the results of the auditor's examination and the scope of audits.  The audit committee also recommends the selection of independent auditors. We do not have a remuneration or compensation committee.

This annual 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 rules of the SEC that permit our company to provide only management's report in this annual report.

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(1)

Except as otherwise indicated, we believe that the beneficial owners of the securities listed above, based on information furnished by such owners, have sole investment and voting power with respect to such securities, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Common shares subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person

(2)

Includes 6,171,021 common shares held by R J Tocher Holdings Ltd., a private company wholly owned by Mr. Tocher, 15,594,628 common shares held by Concept Financial Inc., a private company wholly owned by Mr. Tocher, and 8,259,486 common shares held by In Touch Digital Media, a private company wholly owned by Mr. Tocher.  Also includes stock options to acquire 300,000 common shares at an exercise price of $0.20 per share until December 29, 2015 that are exercisable within 60 days.

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(3)	Each of Ms. Welsh, Mr. Kortje, Mr. Dureault and Mr. Petersen hold stock options to acquire 300,000 common shares at an exercise price of $0.20 per share until December 29, 2015, all of which are exercisable within 60 days.

(4)	Mr. Cowie holds stock options to acquire 75,000 common shares at an exercise price of $0.20 per share until November 1, 2015, all of which are exercisable within 60 days.

(5)	Each of Messrs. LeClair and Koles hold stock options to acquire 300,000 common shares at an exercise price of $0.20 per share until April 30, 2019.

(6)	Includes 2,175,000 stock options, which are held by the directors and executive officers as a group.

ITEM 7

Major Shareholders and Related Party Transactions

As of April 28, 2015, we had 71,128,456 common shares 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 28, 2015:

(1)

Based on 71,128,456 common shares issued and outstanding as of April 28, 2015. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Common shares subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person

(2)

Includes 6,171,021 common shares held by R J Tocher Holdings Ltd., a private company wholly owned by Mr. Tocher, 15,594,628 common shares held by Concept Financial Inc., a private company wholly owned by Mr. Tocher, and 8,259,486 common shares held by In Touch Digital Media, a private company wholly owned by Mr. Tocher.  Also includes stock options to acquire 300,000 common shares at an exercise price of $0.20 per share until December 29, 2015 that are exercisable within 60 days.

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 28, 2015, our 71,128,456 issued and outstanding common shares are held as follows:

*      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.

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(d)

Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012;

(e)

Statement of Shareholders' Equity (Deficiency) for the years ended December 31, 2014, 2013 and 2012; 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

Our common shares were initially quoted on the OTC Bulletin Board under the trading symbol "TUSMF" in October 2001. On March 15, 2011, we changed our trading symbol to "QWIKF" and our common shares are now quoted on the Pink Sheets operated by OTC Markets. Trading in our shares on the Pink Sheets has been extremely limited and sporadic. There were no trades of our common shares from 2001 until June 2011 and the last trade was on August 9, 2011 at a price of $0.70 per share.

On March 20, 2015, our common shares were listed for trading on the Canadian Securities Exchange under the symbol "QMI" but, to date, none of our shares have traded on the Canadian Securities Exchange.

On March 20, 2015, we announced a change of our registrar and transfer agent from Empire Stock Transfer Inc. to VStock Transfer, LLC, which is now our primary transfer agent. We also announced the appointment of TMX Equity Transfer Services as our co-transfer agent and registrar for Canadian purposes in connection with the listing of our common shares on the Canadian Securities Exchange.

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.

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.

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