Report of Foreign Issuer (6-k)

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report Of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of August 2015

Commission File No. 000-32981

QWICK MEDIA INC.

(Translation of registrant's name into English)

8652 Commerce Court, Burnaby, BC V5A 4N6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F S Form 40-F 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SUBMITTED HEREWITH

99.1 Financial Statements for the period ended June 30, 2015

99.2 Management’s Discussion and Analysis for the period ended June 30, 2015

99.3 CEO Certification

99.4 CFO Certification

99.5 Material Change Report

99.6 News Release dated August 5, 2015

FURNISHED HEREWITH

99.7 News Release dated August 7, 2015

SIGNATURES

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

QWICK MEDIA INC.

/s/ Ross Tocher

Ross Tocher

President & Chief Executive Officer

Date: August 28, 2015

QWICK MEDIA INC.

CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30, 2015 and 2014

(Unaudited)

(Stated in U.S. Dollars)

NOTICE OF NO AUDITOR REVIEW OF

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

In accordance with National Instrument 51‐102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these interim consolidated financial statements they must be accompanied by a notice indicating that these interim consolidated financial statements have not been reviewed by an auditor.

The accompanying unaudited interim consolidated financial statements of the Company for the period ended June 30, 2015 have been prepared in accordance with United States generally accepted accounting principles and are the responsibility of the Company’s management. The Company’s independent auditors have not performed an audit or review of these interim consolidated financial statements.

QWICK MEDIA INC.

CONSOLIDATED BALANCE SHEETS

(Stated in U.S. Dollars)

	JUNE 30,			DECEMBER 31,
	2015			2014
	(Unaudited)
ASSETS

Current
Cash	$	241,678		$	129,319
Receivables		9,301			218,740
Loan receivable		–			97,672
Accrued interest receivable		–			3,879
Inventory		113,210			114,694
Prepaid expenses		43,150			25,842
Total Current Assets		407,339			590,146

Property and equipment		27,820			23,457

Intangible assets		105,625			–

Total Assets	$	540,784		$	613,603

LIABILITIES

Current
Accounts payable and accrued liabilities	$	134,623		$	105,637
Due to related parties		6,767,031			6,340,101
Loans payable to related parties		224,476			–
Accrued dividends payable		734,228			632,830
Total Liabilities		7,860,358			7,078,568

Redeemable Preferred Stock		2,027,945			2,027,945

STOCKHOLDERS’ DEFICIENCY

Common Stock Authorized: 400,000,000 common shares, $0.001 par value; 100,000,000 preferred shares, $0.001 par value, and series as determined by directors. Issued: 71,128,456 common shares at June 30, 2015 and December 31, 2014		71,128			71,128

Additional Paid-in Capital		4,894,468			4,881,391

Deficit		(14,313,115	)		(13,445,429	)
Total Stockholders’ Deficiency		(9,347,519	)		(8,492,910	)

Total Liabilities and Stockholders’ Deficiency	$	540,784		$	613,603

Going Concern, Commitments and Contractual Obligations (Notes 2 and 11)

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

QWICK MEDIA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in U.S. Dollars)

(Unaudited)

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2015			2014			2015			2014

Revenue	$	2,145		$	8,051		$	15,650		$	42,193

Expenses
Advertising and promotion		–			2,410			–			2,593
Amortization		3,424			5,976			4,967			13,902
Consulting fees		9,074			36,178			25,962			37,636
Filing fees		1,226			3,950			15,731			4,978
Foreign exchange		5,086			27,669			(99,899	)		112,085
Interest and bank charges		52,088			52,037			104,093			103,865
Inventory costs		9,146			32,940			24,288			32,940
Management fees		45,881			71,563			94,223			142,266
Office and administrative		79,008			79,364			102,447			137,255
Professional fees		29,826			58,435			44,942			87,004
Rent		41,680			51,290			76,687			116,933
Salaries, wages and benefits		238,320			252,050			481,962			531,506
Travel		6,190			17,545			8,258			32,914
Total Expenses		520,949			691,407			883,661			1,355,877

Operating Loss	$	(518,804	)	$	(683,356	)	$	(868,011	)	$	(1,313,684	)
Other Income
Interest income		(3,125	)		–			325			–

Net Loss For The Period	$	(521,929	)	$	(683,356	)	$	(867,686	)	$	(1,313,684	)

Basic And Diluted Loss Per Common Share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)


Weighted Average Number Of Common Shares Outstanding		71,128,456			71,128,456			71,128,456			71,128,456

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

QWICK MEDIA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

(Unaudited)

	SIX MONTHS ENDED JUNE 30,
	2015			2014

Cash Flows (Used In) Provided By:
Operating Activities
Net loss for the period	$	(867,686	)	$	(1,313,684	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		5,481			13,560
Stock-based compensation		13,077			28,610
Inventory obsolescence		17,841			–

Changes in operating assets and liabilities:
Receivables		209,439			(16,857	)
Loans receivable		16,026			–
Prepaid expenses		(17,308	)		7
Inventory		(16,357	)		13,122
Due to related parties		426,930			1,178,406
Accrued dividends payable		101,398			100,564
Accounts payable and accrued liabilities		28,986			10,855
Net cash (used in) provided by operating activities		(82,173	)		14,583

Investing Activities
Cash paid to acquire business		(27,850	)		−
Purchase of property and equipment		(2,094	)		−
Net cash (used in) investing activities		(29,944	)		−

Financing Activities
Proceeds from loans payable		224,476			−
Net cash provided by financing activities		224,476			−

Net Increase In Cash		112,359			14,583

Cash, Beginning Of Period		129,319			241,327

Cash, End Of Period	$	241,678		$	255,910


Non-cash Investing Activities
Assets acquired through settlement of notes receivable	$	85,525		$	−

Supplemental Disclosure of Cash Flow Information
Interest paid	$	−		$	−
Income taxes paid	$	−		$	−

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

QWICK MEDIA INC.

Notes to the Consolidated Financial Statements

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

(Stated in U.S. Dollars)

1. BASIS OF PRESENTATION

The unaudited interim consolidated financial statements as of June 30, 2015 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these consolidated financial statements be read in conjunction with the December 31, 2014 audited consolidated financial statements and notes thereto. The operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and are expressed in US dollars. These consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly owned subsidiaries, Qeyos Ad Systems Inc., incorporated in Canada, and Wuxi Xun Fu Information Technology Co., Ltd., incorporated in China. The Company’s fiscal year-end is December 31. 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 interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2014.

The Company uses the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended December 31, 2014.

The preparation of financial statements in conformity with US GAAP 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. Management evaluates estimates and judgments on an ongoing basis. 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, stock based compensation, valuation of accounts receivable and inventory, estimated life, amortization rates and impairment of long-lived assets, valuation allowance for income tax purposes, and fair value measurement of financial instruments.

2. 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.”

QWICK MEDIA INC.

Notes to the Consolidated Financial Statements

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

(Stated in U.S. Dollars)

2. NATURE OF OPERATIONS AND GOING CONCERN (Continued)

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 common 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.

For accounting purposes, the acquisition was accounted for at historical carrying values in a manner similar to the pooling of interests method since the chief executive officer and controlling shareholder of the Company was also the chief executive officer and controlling shareholder of Qeyos. Transfers or exchanges of equity instruments between entities under common control are recorded at the carrying amount of the transferring entity at the date of transfer and fair value, goodwill or other intangible asset adjustments are not recorded. Our consolidated financial statements and reported results of operations reflect these carryover values, and our reported results of operations and stockholders’ equity have been retroactively restated for all periods presented to reflect the results of operations of Qeyos and the Company as if the acquisition had occurred on September 30, 2009, the date the Company and Qeyos commenced common control.

On April 19, 2011, the Company incorporated Wuxi Xun Fu Information Technology Co., Ltd. in China, a wholly-owned subsidiary of the Company.

For all periods presented, all significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.

b) Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying consolidated financial statements, the Company has incurred accumulated losses of $14,313,115 as at June 30, 2015. 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. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated 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.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Intangible Assets

Patents, trademarks and other rights have been capitalized in accordance with ASC 350-40 “Intangibles – Goodwill and Other – Internal-Use Software.” Amortization is calculated on a straight line basis over its estimated useful life of 10 years.

If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying value over the fair value of the asset.

b) Impairment of Long-Lived Assets

In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset.

4. ACQUISITION OF WATERFILLZ

On June 25, 2014, the Company advanced $47,310 (CAD$60,000) to Safestar Products Company Limited (operating under the name “Waterfillz") pursuant to a promissory note and general security agreement. On October 3, 2014, the Company further advanced $42,034 (CAD$53,309) to Waterfillz. The loans bore interest at 12% per annum payable monthly, and were due on July 1, 2015.

On January 12, 2015, the Company provided Notices of Intention to Enforce Security to Waterfillz, which made an assignment under the Bankruptcy and Insolvency Act on or about February 4, 2015. On March 9, 2015, the Company appointed a receiver under the general security agreement made between the Company and Waterfillz. On April 9, 2015, the Company made an offer to purchase all of the Waterfillz assets, including certain intellectual property, tradename and design patents. On April 17, 2015, the receiver accepted the Company's offer for a purchase price of $112,990 (CAD$142,000) by debt settlement of the principal amount plus accrued interest. On April 30, 2015, the Company completed the acquisition. The Company assessed the transaction and determined that the acquisition constituted an acquisition of Waterfillz under ASC 805 Business Combinations. Waterfillz produces water delivery system kiosks that manage large volume water provision in high traffic areas.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.

	$

Property, plant and equipment	5,570
Intangible assets	107,420

Total purchase price	112,990

Of the $107,420 of acquired intangible assets, $78,214 was assigned to registered trademarks, $21,818 was assigned to patents and $7,388 was assigned to intellectual property that was recognized at fair value on the acquisition date. The acquired intangible assets are subject to a useful life of approximately 10 years.

The amounts of revenue and losses of Waterfillz included in the Company’s consolidated statement of operations from the acquisition date to the period ending June 30, 2015 are as follows:

	$

Revenue	−
Losses	48,295

The Company has not included pro forma consolidated disclosures as the acquisition of Waterfillz did not represent a material business combination.

5. INVENTORY

	June 30, 2015		December 31, 2014

Computers	$	24,041	$	28,979
Monitors		54,464		66,747
Printers		960		1,398
Parts and enclosures		22,234		3,855
General		11,511		13,715
	$	113,210	$	114,694

6. PROPERTY AND EQUIPMENT

	June 30, 2015
	Cost		Accumulated Amortization		Net Book Value

Computer hardware	$	38,713	$	34,624	$	4,089
Computer software		1,950		1,571		379
Office furniture		26,972		18,542		8,430
Equipment		44,684		29,762		14,922

	$	112,319	$	84,499	$	27,820

	December 31, 2014
	Cost		Accumulated Amortization		Net Book Value

Computer hardware	$	38,713	$	33,888	$	4,825
Computer software		1,950		1,447		503
Office furniture		21,012		17,073		3,939
Equipment		42,590		28,400		14,190


	$	104,265	$	80,808	$	23,457

7. Intangible Assets

	June 30, 2015
	Cost		Accumulated Amortization		Net Book Value

Trademarks	$	78,214	$	1,309	$	76,905
Patents		21,818		363		21,455
Intellectual property		7,388		123		7,265

	$	107,420	$	1,795	$	105,625

The Company did not have any intangible assets at December 31, 2014.

QWICK MEDIA INC.

Notes to the Consolidated Financial Statements

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

(Stated in U.S. Dollars)

8. RELATED PARTY TRANSACTIONS AND AMOUNTS OWING

For the six months ended June 30, 2015, 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.

The following are related party transactions and amounts owing at June 30, 2015 that are not otherwise disclosed elsewhere:

a)	The Company paid management fees of $94,223 (2014 - $142,266) to companies controlled by officers and salaries of $24,159 (2014 - $NIL) to a spouse of an officer of the Company for the six months ended June 30, 2015.

b)	The Company recorded stock-based compensation of $13,077 (2014 - $28,610) as consulting fees paid to directors and officers for the six months ended June 30, 2015.

As of June 30, 2015, amounts owing to related parties consists of (i) $6,767,031 (December 31, 2014 - $6,340,101) owed to a director and companies controlled by a director; (ii) $5,051 (Decemberr 31, 2014 - $16,292) owed to a company controlled by a director; and (iii) $752 (December 31, 2014 - $NIL) to a director. The amounts owed are unsecured, non-interest bearing and due on demand.

During the six months ended June 30, 2015, the President of the Company advanced $200,425 (CAD$250,000) and a director of the Company advanced $24,051(CAD$30,000). At June 30, 2015, the advances are unsecured, non-interest bearing and due on demand. The Company intends to secure the loans through the issuance of convertible debentures. Refer to Note 14(b).

9. STOCK OPTIONS

The Company adopted a Stock Option Plan under which the Company can grant up to 6,620,230 shares of its common stock to the officers, directors, employees and consultants.

The Company did not grant any stock options during the six months ended June 30, 2015 or 2014. During the six months ended June 30, 2015, the Company recorded stock-based compensation of $13,077 (2014 - $28,610) as consulting expense related to the vesting of stock options.

The following table summarizes the continuity of the Company’s stock options:

	Number of Options	Weighted Average Exercise Price	Weighted-Average Remaining Contractual Term (years)


Outstanding, December 31, 2014	2,550,000	$0.22	1.75

Expired during the period	(75,000)	$0.60
Outstanding, June 30, 2015	2,475,000	$0.21	1.30

Exercisable, June 30, 2015	2,275,000	$0.21	1.08

QWICK MEDIA INC.

Notes to the Consolidated Financial Statements

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

(Stated in U.S. Dollars)

9. STOCK OPTIONS (Continued)

A summary of the status of the Company’s non-vested options and changes are presented below:

	Number of Options	Weighted Average Grant Date Fair Value


Non-vested at December 31, 2014	400,000	$0.11

Vested during the period	200,000	$0.11

Non-vested at June 30, 2015	200,000	$0.11

As at June 30, 2015, there was $9,480 (December 31, 2014 – $22,557) in total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 0.83 years.

As at June 30, 2015, the following stock options were outstanding:

Number of Options	Exercise Price	Expiry Date
75,000	$0.60	November 30, 2015
1,800,000	$0.20	December 29, 2015
600,000	$0.20	April 30, 2019
2,475,000

10. REDEEMABLE PREFERRED STOCK

On November 15, 2011, the Company created one series of the 100,000,000 preferred shares it is authorized to issue, consisting of 25,000,000 shares, to be designated as Class A Preferred Shares. The principal terms of the Class A Preferred Shares are as follows:

Voting rights – The Class A Preferred Shares have voting rights (one vote per share) equal to those of the Company’s common stock.

Dividend rights – The Class A Preferred Shares carry a cumulative cash dividend of 10% per annum. The accrued dividends payable are classified as interest expense in the statements of operations.

Conversion rights – The holders of the Class A Preferred Shares have the right to convert the Class A Preferred Shares, from time to time, at the option of the holder, into one common share until July 31, 2015 at the following conversion prices:

i)	$0.60 per Common Share if converted at any time up to and including July 31, 2012;

ii)	$1.00 per Common Share if converted at any time between August 1, 2012 and July 31, 2013; and

iii)	$1.50 per Common Share if converted at any time between August 1, 2013 and July 31, 2015.

QWICK MEDIA INC.

Notes to the Consolidated Financial Statements

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

(Stated in U.S. Dollars)

10. REDEEMABLE PREFERRED STOCK (Continued)

Redemption rights – At any time, the holders of the Class A Preferred Shares may elect to have the Company redeem the Class A Preferred Shares for an amount equal to $1.00 per share. At any time, the Company may redeem the Class A Preferred Shares for an amount equal to $1.00 per share.

The Company has classified the Class A Preferred Shares as liability because they are redeemable beyond the control of the issuer.

During the year ended December 31, 2011, the Company completed a private placement with a company owned by the Company's President and Chief Executive Officer, consisting of the issuance of 1,000,000 Class A Preferred Shares at a price of $1.00 per Class A Share for gross proceeds of $1,000,000, and converted the principal amount of a debenture and accrued interest thereon to the related party, into an aggregate of 1,027,945 Class A Preferred Shares, at a conversion price of $1.00 per Class A Preferred Share. As at December 31, 2014, the holder of the Class A Preferred Shares had agreed to not exercise the retractable rights, to have the Company redeem the Class A Preferred Shares, for the next 2 years.

11. COMMITMENTS AND CONTRACTUAL OBLIGATIONS

The Company had no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements, or other matters other than disclosed below. Management services provided are on a month-to-month basis.

The Company has entered into leases for the provision of facility space until August 31, 2017, and continued on a month-to-month basis. The Company’s future minimum lease payments for the premise leases are as follows:

Fiscal year ending December 31, 2015		$ 26,021 (CDN$33,000)
Fiscal year ending December 31, 2016		54,407 (CDN$69,000)
Fiscal year ending December 31, 2017		37,848 (CDN$48,000)
Total		$118,276 (CDN$150,000)

12. 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 June 30, 2015, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair values:

JUNE 30, 2015	FAIR VALUE INPUT LEVEL	HELD-FOR- TRADING	TOTAL CARRYING VALUE	FAIR VALUE
Financial assets
Cash	1	$ 241,678	$ 241,678	$ 241,678

DECEMBER 31, 2014	FAIR VALUE INPUT LEVEL	HELD-FOR- TRADING	TOTAL CARRYING VALUE	FAIR VALUE
Financial assets
Cash	1	$ 129,319	$ 129,319	$ 129,319

Due to the nature of cash, accounts payable and redeemable preferred stock, the fair value of these instruments approximated their carrying value.

QWICK MEDIA INC.

Notes to the Consolidated Financial Statements

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

(Stated in U.S. Dollars)

13. SEGMENTED INFORMATION

The Company’s business is considered as operating in one segment being the development of software and hardware for use in digital media kiosks.

14. SUBSEQUENT EVENTS

a)	On July 31, 2015, the Company issued 300,000 stock options to a new director of the Company, exercisable into one common share of the Company at $0.20 per share, expiring July 31, 2020. These options will vest 100,000 at July 31, 2015, 100,000 at July 31, 2016 and 100,000 at July 31, 2017.

On August 5, 2015, the Company announced a private placement financing of convertible debentures to raise gross proceeds of up to CAD$3,000,000. The debentures will be secured by a charge over all of the assets of the Company and its wholly-owned subsidiary, Qeyos Ad Systems Inc., will bear interest at the rate of 10% per annum (“Interest”) and will have a maturity date of three years from the date of issuance. The debentures will be convertible, at the option of the holder, into common shares of the Company at a conversion price of CAD$0.20 per share, subject to adjustment. In addition, 20% of the proceeds received by the Company from the sale of each debenture will be placed in a segregated escrow bank account by the Company, to be used solely to pay interest payable per annum on the principal amount of such debenture (“Interest Reserve Account”), unless waived by the applicable subscriber.

The financing is expected to close in multiple tranches, with the first tranche closing on or about August 28, 2015. At June 30, 2015, the Company had received proceeds of CAD$250,000 from the President of the Company and CAD$30,000 from a director of the Company. Subsequent to June 30, 2015, the Company received an additional CAD$300,000 from another director.

For purpose of freeing up additional working capital to the Company, each of the foregoing subscribers to the first tranche of financing in the total principal amount of $580,000 have waived their respective individual right to accrue Interest on the principal amounts so advanced to and including December 31st, 2015. As such the first tranche of financing shall be non-interest bearing until the Company’s fiscal year end. In addition, each of the foregoing subscribers to the first tranche of financing have further waived their respective individual right to require the Company to hold the above mentioned amount of 20% of the proceeds from the sale of each debenture in the first tranche of financing in the Interest Reserve Account.

QWICK MEDIA INC.

(the “Company”)

Management’s Discussion and Analysis of Operations

for the three and six months ended June 30, 2015

August 28, 2015

INTRODUCTION

In this management’s discussion and analysis (“MD&A”), unless otherwise stated, references to “we”, “us”, “our”, the “Company”, and similar terms, 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.

This MD&A is a review of our operations, current financial position and outlook and should be read in conjunction with the Company’s unaudited consolidated financial statements for the three and six months ended June 30, 2015 and the Company’s audited consolidated financial statements for the year ended December 31, 2014. Readers are encouraged to review the Company’s financial statements in conjunction with this document, copies of which are filed on the SEDAR website at www.sedar.com. The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States. All dollar figures included herein are quoted in U.S. dollars unless otherwise noted. This discussion and analysis is prepared as of August 28, 2015.

FORWARD-LOOKING INFORMATION

This MD&A 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 information” or “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 MD&A 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 MD&A. 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 MD&A. In addition, even if our results are consistent with the forward-looking statements contained in this MD&A, those results or developments may not be indicative of results or developments in the future.

Any forward-looking statements in this MD&A 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 MD&A are qualified by these cautionary statements.

BUSINESS OF THE COMPANY

The Company is a development stage company engaged in the business of developing and customizing software and hardware for use in digital media kiosks. It was incorporated on October 5, 2000 under the laws of the state of Nevada. Effective June 26, 2006, the Company re-domiciled from the State of Nevada to the State of Washington. Effective July 7, 2009, the Company re-domiciled from the State of Washington to the State of Wyoming for the sole purpose of affecting a continuance to the Cayman Islands. Effective July 28, 2009, the Company re-domiciled to the Cayman Islands.

On January 28, 2011, the Company completed the acquisition of Qeyos Ad Systems Inc. (“Qeyos”), pursuant to which the Company 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 common shares of the Company (each, a “Share”) on the basis of one Share for each share of Qeyos.

On April 19, 2011, Qeyos incorporated Wuxi Xun Fu Information Technology Co., Ltd. (“Wuxi”) under the laws of the People’s Republic of China (the “PRC”) as a wholly-owned foreign subsidiary of Qeyos, in order to facilitate the conduct of the Company’s operations in the PRC. Wuxi currently employees 10 people at an aggregate cost of approximately $20,000 per month, who provide the Company with software development services. The Company develops interactive proprietary software, know-how and hardware. Our content management touch screen software is built in C# programming language on a Windows® multi-touch platform. The software development architecture team in Burnaby, British Columbia, Canada provides technical and creative guidance for coders in Wuxi, China. This strategy leverages production outsourcing and high execution speed. We integrate hardware into custom designed enclosures to produce the physical product that acts as a point of service terminal for end users. Hardware manufacturing and development is managed from Nevada, Taiwan and also Shenzhen, China, thirty minutes west of Hong Kong.

The Company’s software and hardware is used in the interactive segment of the digital out-of-home (“DOOH”) advertising industry. Its principal business is to provide clients with advertising opportunities through self-service interactive smart boards and 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 the Company offers in North American advertising markets. The Company’s business in China has been consolidated to software development via Wuxi.

OVERALL PERFORMANCE

We are engaged in the business of developing interactive proprietary software for digital media applications and integrating it with hardware. We primarily integrate our proprietary touchscreen software products as user interfaces (“UIs”) and content management systems with flat LCD/LED screens, and computer hardware and related peripherals and enclosures provided by third parties, in the expectation of generating recurring fees under end-user licenses. Our software development business is based in Burnaby, British Columbia, Canada, and we conduct operations in the PRC through our subsidiary, Wuxi, which is based outside of Shanghai. Sales offices are also maintained in Las Vegas, Nevada, USA.

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.

We incurred increased expenses to fund final development of our proprietary software and deployment of the results of that work on a proof of technology pilot program that was undertaken at various locations of a large U.S. based retailer between August 2012 and April 2014. This pilot program was undertaken in lieu of pursuing other smaller scaled sales opportunities. We expect our revenue will increase and our expenses will decrease while we commence the full scale market release of our product offering into established third party sales distribution channels, using the internet as an alternative to the past costs incurred to employ an internal sales staff. In addition, having reached successful completion of our technology pilot program in the U.S., we must identify new opportunities to enter negotiations for definitive agreements that are expected to enable us to monetize such opportunities for advertisers to utilize our proprietary interactive touch screen technologies in the large retailer arena. While we have taken steps to reduce the size of our internal sales staff, we intend to maintain our current number of programming employees to oversee sales deployment of our completed software products.

During the year ended December 31, 2014, we advanced $51,720 to Safestar Products Company Limited, doing business as “WaterFillz®” (“Safestar”), pursuant to a promissory note and general security agreement each entered into on June 25, 2014. On October 3, 2014, we advanced Safestar an additional $45,952. Interest accrued from each advance date on the aggregate principal amount, which bore interest at the rate of 12% per annum, payable monthly. Amounts owing were to be due on July 1, 2015.

On January 12, 2015, we provided Safestar with notice of our intention to enforce our security. Safestar subsequently made an assignment under the Bankruptcy and Insolvency Act (Canada) on February 4, 2015. On March 9, 2015, the Bowra Group Inc. (“Bowra”) was appointed by Qeyos, our wholly-owned subsidiary, as the receiver of Safestar, pursuant to the general security agreement made between our company, Qeyos and Safestar. On April 9, 2015, Qeyos made an offer to purchase all of Safestar’s assets, including certain intellectual property, such as the trade name “Waterfillz”, registered in Canada under number TMA792340 and in the United States under number 4143431, along with certain design patents registered in Canada under numbers 137034 and 137037, registered in the United States under numbers 651686 and 651279, and registered in the European Community under number 001827320-0001. On April 17, 2015, Bowra accepted Qeyos’ offer for a purchase amount of $115,817 (CAD$142,000) to be settled by forgiveness of the total principal amount of the loans we made to Safestar, plus accrued interest thereon and plus collection costs of $28,546 (CAD$35,000). This transaction closed effective April 30, 2015.

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.

As of the date of this MD&A, we have 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.

As at June 30, 2015, we had a working capital deficiency of $7,453,019 (December 31, 2014: working capital deficiency of $6,488,422), cash of $241,678 (December 31, 2014: $129,319) and accumulated losses of $14,313,115 for the period from inception on October 5, 2000 to June 30, 2015 (inception to December 31, 2014: $13,445,429). We expect to incur further losses in the development of our business, all of which casts substantial doubt on our ability to continue as a going concern. For additional information with respect to the results of our operations for 2015 as compared to 2014, see the section entitled “Discussion of Operations”.

SUMMARY OF QUARTERLY RESULTS

The following table sets out selected financial information for the Company for its eight most recent quarters:

	June 30, 2015 ($)	March 31, 2015 ($)	December 31, 2014 ($)	September 30, 2014 ($)
Revenues	2,145	13,505	42,397	4,935
Operating Expenses	520,949	362,712	289,019	568,195
Net Loss	521,929	345,757	242,528	563,259
Loss per Share (Basic and Diluted)	0.01	0.00	0.00	0.01
	June 30, 2014 ($)	March 31, 2014 ($)	December 31, 2013 ($)	September 30, 2013 ($)
Revenue	8,051	34,142	(1,128)(1)	24,368
Operating Expenses	691,407	664,470	880,209	549,096
Net Loss	683,356	630,328	881,337	524,728
Loss per Share (Basic and Diluted)	0.01	0.01	0.01	0.01

(1)	The Company incurred negative revenue in the fourth quarter of 2013 due to adjustments and write-offs of previously invoiced revenues.

DISCUSSION OF OPERATIONS

Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

The Company generated $2,145 in revenue during the three months June 30, 2015 compared to $8,051 during the three months ended June 30, 2014. The reason for the decrease in revenue was a decrease in fees earned for custom programming of kiosk applications.

The Company’s expenses decreased from $645,137 during the three months ended June 30, 2014 to $520,949 during the three months ended June 30, 2015. The decrease was mainly attributable to decreases in advertising and promotion (2015: $nil; 2014: $2,410), consulting fees (2015: $9,074; 2014: $36,178); filing fees (2015: $1,226; 2014: $3,950), foreign exchange (2015: $5,086; 2014: $27,669), inventory costs (2015: $9,146; 2014: $32,940); management fees (2015: $45,881; 2014: $71,563); professional fees (2015: $29,826; 2014: $58,435), rent (2015: $41,680; 2014: $51,290), salaries, wages and benefits (2015: $238,320; 2014: $252,050) and travel (2015: $6,190; 2014: $17,545).

Net loss decreased by $164,552 from $683,356 during the three months ended June 30, 2014 to $518,804 during three months ended June 30, 2015. The decreased net loss is mainly due to decreases in salaries, wages and benefits, as well as due to decreases in office and administrative expenses, travel expenses, and management fees.

The Company’s total assets decreased by $72,819 from $613,603 as at December 31, 2014 to $540,784 as at June 30, 2015 due primarily to an increase in cash from $129,319 as at December 31, 2014 to $241,678 as at June 30, 2015, and a decrease in receivables from $218,740 as at December 31, 2014 to $9,301 as at June 30, 2015.

The Company’s total liabilities increased by $781,790 from $7,078,568 as at December 31, 2014 to $7,860,358 as at June 30, 2015. The increase in total liabilities was mainly due to an increase of $224,476 in amounts due to related parties from $6,340,101 as at December 31, 2014 to $6,767,031 as at June 30, 2015 and an increase of $224,476 in loans payable to related parties from $nil as at December 31, 2014 to $224,476 as at June 30, 2015.

The tables set out under the heading “Additional Disclosure for Venture Issuers without Significant Revenue” set out the components of the Company’s expenses for the six months ended June 30, 2015.

Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 2014

The Company generated $15,650 in revenue during the six months ended June 30, 2015 compared to $42,193 during the six months ended June 30, 2015. The reason for the decrease in revenue was a decrease in fees earned for custom programming of kiosk applications.

The Company’s expenses decreased from $1,355,877 during the six months ended June 30, 2014 to $883,661 during the six months ended June 30, 2015. The decrease from the six months ended June 30, 2014 to the six months ended June 30, 2015 was mainly due to decreased expenses attributable to: advertising and promotion (2015: $nil; 2014: $2,593), consulting fees (2015: $25,962; 2014: $37,636); foreign exchange (2015: ($99,899); 2014: $112,085), inventory costs (2015: $24,288; 2014: $32,940); management fees (2015: $94,223; 2014: $142,266); office and administrative (2015: $102,447; 2014: $137,255), professional fees (2015: $44,942; 2014: $87,004), rent (2015: $76,687; 2014: $116,933), salaries, wages and benefits (2015: $481,962; 2014: $531,506) and travel (2015: $8,258; 2014: $32,914) which were offset in part by an increase in filing fees (2015: $15,731; 2014: $4,978).

Net loss decreased by $445,998 from $1,313,684 during the six months ended June 30, 2014 to $868,011 during the six months ended June 30, 2015. The increased net loss is mainly due to decreased revenue during the six months ended June 30, 2015 compared to the six months ended June 30, 2014.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The Company has generated minimal revenues since incorporation and it does not have any real property interests. The following table sets out the components of the Company’s general and administrative expenses for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014:

	Six months ended June 30/15 (unaudited) ($)	Six months ended June 30/14 (unaudited) ($)
Advertising and promotion	-	2,593
Amortization	4,967	13,902
Consulting fees	25,962	37,636
Filing fees	15,731	4,978
Foreign exchange	(99,899)	112,085
Interest and bank charges	104,093	103,865
Inventory costs	24,288	32,940
Management fees	94,223	142,266
Office and administrative	102,447	137,255
Professional fees	44,942	87,004
Rent	76,687	116,933
Salaries, wages and benefits	481,962	531,506
Travel	8,258	32,914
Total Expenses	883,661	1,355,877

LIQUIDITY AND CAPITAL RESOURCES

The following table sets out the components of the Company’s liquidity and capital resources at June 30, 2015 as compared to December 31, 2014:

	As at June 30, 2015 (unaudited) ($)	December 31, 2014 (audited) ($)
Cash	241,678	129,319
Working capital (deficit)	(7,453,019)	(6,488,422)
Total assets	540,784	613,603
Total liabilities	7,860,358	7,078,568

The Company’s working capital decreased from a deficit of $6,488,422 at December 31, 2014 to a deficit of $7,453,019 at June 30, 2015 as a result of an increase in amounts due to related parties and accrued dividends payable.

Anticipated Cash Requirements

The Company anticipates that it will incur the following expenses over the next twelve months:

1.	$300,000 for procurement of Waterfillz® and Mobile Phone Charging and Interactive Kiosks to fulfill customer orders;

2.	$200,000 for office and warehouse facilities rent; and

3.	$1,000,000 for other operating expenses.

The Company has reduced its annual minimum requirement of cash to carry out its plan of operations from an amount of approximately $2 million to an amount of approximately $1,500,000, exclusive of any acquisition or development costs. This amount may increase if the Company is required to carry out due diligence investigations in regards to any prospective investment or business opportunity or if the costs of negotiating an applicable transaction are greater than anticipated. The Company does not have sufficient working capital to enable it to carry out its stated plan of expanding operation over the next twelve months. As a result, the Company plans to complete private placement sales of its common shares or of convertible debenture units that are capable of conversion into common shares in order to raise the funds necessary to pursue its plan of operation and to fund its working capital in order to enable it to carry out expansion of its operation. There is no assurance that we will be successful in completing any private placement financings.

Operating Activities

Operating activities used cash of $82,173 during the six months ended June 30, 2015 as compared to providing cash of $14,583 during the six months ended June 30, 2014. This decrease was primarily due to a net loss of $867,686 for the six month period ended June 30, 2015 compared to a net loss of $1,313,684 for the six month period ended June 30, 2014. Additionally, $426,930 of cash was provided by a related party in the six month period ended June 30, 2015 compared to $1,178,406 for the six month period ended June 30, 2014.

Investing Activities

During the six months ended June 30, 2015 investing activities used cash of $29,944 compared to $nil for the six months ended June 30, 2014.

Financing Activities

During the six months ended June 30, 2015 the Company received $224,476 from loans payable compared to $nil for the six months ended June 30, 2014.

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.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its financial condition, changes in financial position, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources that are material to shareholders.

RELATED PARTY TRANSACTIONS

During the six month period ended June 30, 2015, 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.

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

§	we paid management fees of $94,223 (2014: $1442,266) to companies controlled by officers of our company and salaries of $24,159 (2014: $nil) to a spouse of an officer of the Company for the six months ended June 30, 2015.

§	We recorded stock-based compensation of $13,077 (2014: $28,610) as consulting fees paid to directors and officers for the six months ended June 30, 2015.

As of June 30, 2015, amounts owing to related parties consisted of: (i) $6,767,031 (December 31, 2014: $6,340,101) owed to a director and companies controlled by a director; (ii) $5,051 (December 31, 2014: $16,292) owed to a company controlled by a director; and (iii) $752 (December 31, 2014: $nil owed to a director. The amounts owed are unsecured, non-interest bearing and due on demand.

§	During the six months ended June 30, 2015, our president advanced $200,425 and a director of the Company advanced $24,051. At June 30, 2015, the advances are unsecured, non-interest bearing and due on demand. The Company intends to secure the loans through the issuance of convertible debentures.

These transactions were in the normal course of operations. Neither we, nor any of our subsidiaries, have made any loans to or for the benefit of any associates, major shareholders, key management personnel, or their families or related companies.

PROPOSED TRANSACTIONS

Other than as set forth below, the Company has no proposed transaction as of the date of this MD&A.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income” (“ASU No. 2011-05”), which improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in Other Comprehensive Income (“OCI”) by eliminating the option to present components of OCI as part of the statement of changes in stockholders’ equity. The amendments in this standard require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Subsequently in December 2011, the FASB issued Accounting Standards Update No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income” (“ASU No. 2011-12”), which indefinitely defers the requirement in ASU No. 2011-05 to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments in these standards do not change the items that must be reported in OCI, when an item of OCI must be reclassified to net income, or change the option for an entity to present components of OCI gross or net of the effect of income taxes. The amendments in ASU No. 2011-05 and ASU No. 2011-12 are effective for interim and annual periods beginning after December 15, 2011 and are to be applied retrospectively. The adoption of the provisions of ASU No. 2011-05 and ASU No. 2011-12 did not have a material impact on the Company’s consolidated financial position or results of operations.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, “Testing Goodwill for Impairment” (“ASU No. 2011-08”), which allows entities to use a qualitative approach to test goodwill for impairment. ASU No. 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. ASU No. 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of the provisions of ASU No. 2011-08 did not have a material impact on the Company’s consolidated financial position or results of operations.

RISK FACTORS

Much of the information included in this MD&A 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 MD&A 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.

Risks Relating to our Business

We currently do not generate significant revenue from operations and, as a result, we face a high risk of business failure.

We have generated minimal revenues from our planned operations to date. 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, large retail stores and shopping malls, hotels and other locations. This, in turn, requires that we obtain specialized broadcast interactive television (“micro-broadcast”) contracts or concession rights contracts in order to operate our business. In order to generate significant 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 material operating revenues or achieve profitable operations in the future.

If we are not able to effectively protect our intellectual property, our business may fail.

Our success is dependent on our ability to protect and develop our technology; however, we have not yet obtained any patents or trademarks other than our U.S. trade names “Qwick Media” and “Qwick Deal”. The registration of our U.S. trade-name “Qwick Media” was completed on September 20, 2011 under registration number 4,029,739. The registration of our trade name “Qwick Deal” was completed in the United States on January 20, 2015 under registration number 4,673,680. In addition, on March 30, 2012, we applied under reference number 2065-100 for the Canadian registration of the trade name “Qwick Deal”, which application is pending. 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.

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

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 plan to implement an interactive digital media micro-broadcast network and other advertising media dedicated to the digital out-of-home (“DOOH”) advertising 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. It may be difficult for readers to evaluate our senior management team and their effectiveness, on an individual or collective basis, and their ability to address future challenges to our business.

If advertisers or the viewing public do not accept, or lose interest in, our planned 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 is relatively new and its potential is uncertain. 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. 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 planned micro-broadcast digital media networks for these or other reasons, or become unwilling to purchase advertising time slots on our planned 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.

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. All of the non-advertising content is provided by third-party content providers, such as local television stations and television production companies. There is no assurance that we will be able to obtain non-advertising content on satisfactory terms, or at all. 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.

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.

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

Our quarterly and annual operating results are difficult to predict and may fluctuate significantly from period to period based on consumer spending and advertising trends in North America. As a result, period-to-period comparisons of our operating results may be unreliable as an indication of our future performance.

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, customers 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 are defined in North America, but we may not be able to properly screen out unlawful content. 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 and our advertising clients may be less willing to place advertisements on our planned 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.

Insurance companies offer limited business insurance products and do not, to our knowledge, offer business liability insurance suitable to management. While business disruption insurance is available, 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 directors liability and fire insurance, we do not have any business liability, disruption or litigation insurance coverage for our development operations. Any business disruption or litigation may result in our incurring substantial costs and the diversion of resources.

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 laws. 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. We endeavor to comply with applicable laws, including by requesting relevant documents from advertisers. However, we cannot assure 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. We cannot assure that we will be able to properly review advertising content for compliance with applicable standards.

Risks Related to Regulation of Our Business and to Our Structure

We may become, or be deemed to be, a passive foreign investment company, or PFIC, which could result in adverse United States federal income tax consequences to U.S. investors.

Based upon the past and projected composition of our income and valuation of our assets, including goodwill, we believe we were not a passive foreign investment company, or PFIC, for 2014, we do not expect to be a PFIC for 2015, and we do not expect to become one in the future. However, there can be no assurance in this regard. If we become, or are deemed to be, a PFIC, such characterization could result in adverse U.S. federal income tax consequences to U.S. investors. For example, U.S. investors would become subject to increased tax liabilities under U.S. federal income tax laws and regulations and would become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, we will be classified as a PFIC for U.S. federal income tax purposes if either: (i) 75% or more of our gross income in a taxable year is passive income, or (ii) the average percentage of our assets by value in a taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. The calculation of the value of our assets will be based, in part, on the then market value of our common shares, which is subject to change. We cannot assure you that we will not be a PFIC for 2015 or any future taxable year.

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 Wuxi, an indirect, wholly-owned subsidiary, 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.

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

PRC regulations currently permit 100% foreign ownership of companies that provide software development services. Penalties for violations could include: revoking the business and operating licenses of Wuxi, our PRC subsidiary; discontinuing or restricting Wuxi’s operations; imposing conditions or requirements with which we or Wuxi may not be able to comply; requiring us or Wuxi to restructure our ownership structure or operations; or restricting or prohibiting our ability to finance our business and operations in the PRC. The imposition of any of these penalties could result in a material and adverse effect on our ability to conduct our business.

Adverse changes to 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 could be significantly affected by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including with respect to: the amount of government involvement; the level of development; the growth rate; 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.

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

Our reporting and functional currency is the U.S. dollar. However, a substantial portion of the expenses of our operating subsidiaries, Qeyos and Wuxi, may be denominated in the Canadian dollar or renminbi (“RMB”), the official currency of the PRC. 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 will 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 any U.S. dollar-denominated investments we may make in the future. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

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.

As all 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 or officers.

All 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.

Because our directors and officers are free to devote time to other ventures, shareholders may not agree with their allocation of time.

Our executive officers and directors devote only that portion of their time to our business 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.

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.

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.

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

The Securities and Exchange Commission (the “SEC”) 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 SEC 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 shares.

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 common shares.

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 shares, which may limit your ability to buy and sell our shares and have an adverse effect on the market for our shares.

We do not intend to pay dividends on any investment in our common shares.

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 our share price. This may never happen and investors may lose all of their investment in our company.

DISCLOSURE OF OUTSTANDING SHARE DATA

The Company’s shares are quoted for trading on the OTC Bulletin Board under the symbol “QWIKF”. As of August 28, 2015, the share capital of the Company was as follows:

Class of Shares	Par Value	Number Authorized	Number Issued
Common	$0.001	400,000,000	71,128,456
Preferred Shares	$0.001	100,000,000(1)	2,027,945 Class A

(1)	25,000,000 preferred shares have been designated as Class A Preferred Shares.

Stock Option Plan

As at August 28, 2015, the following stock options were outstanding:

Number Outstanding	Exercise Price	Expiry Date
75,000	$0.60	November 30, 2015
1,800,000	$0.20	December 29, 2015
600,000	$0.20	April 30, 2019
300,000	$0.20	July 31, 2020
2,775,000

The Company has no outstanding warrants or other securities that are convertible into Shares, other than the Class A Preferred Shares.

ADDITIONAL INFORMATION

The Company files annual and other reports and other information with Canadian securities regulatory authorities and with the SEC in the United States. The documents filed with the SEC are available to the public from the SEC’s website at http://www.sec.gov. The documents filed with Canadian securities regulatory authorities are available to the public at http://www.sedar.com.

APPROVAL

The Board of Directors of Qwick Media Inc. has approved the disclosure contained in this interim Management Discussion and Analysis.

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Ross J. Tocher, President and Chief Executive Officer of Qwick Media Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Qwick Media Inc. (the “issuer”) for the interim period ended June 30, 2015.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 28, 2015

“Ross J. Tocher”

Ross J. Tocher

President and Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Kevin R. Kortje, Chief Financial Officer of Qwick Media Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Qwick Media Inc. (the “issuer”) for the interim period ended June 30, 2015.

Date: August 28, 2015

“Kevin R. Kortje”

Kevin R. Kortje

Chief Financial Officer

NOTE TO READER

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Qwick Media Inc. (the “Company”)

8652 Commerce Court

Burnaby, BC V5A 4N6

Item 2 Date of Material Change

July 31, 2015 and August 7, 2015

Item 3 News Release

The news releases were disseminated on August 5, 2015 and August 7, 2015, respectively, through Market News and Stockwatch.

Item 4 Summary of Material Change

The Company announced the appointment of Corrine Tocher as a director of the Company and the grant of 300,000 stock options to Ms. Tocher.

The Company also announced a private placement financing (the “Financing”) of convertible debentures (each, a “Debenture”) to raise gross proceeds of up to CAD$3,000,000. The Financing is expected to close in multiple tranches, with the first tranche closing on or about August 28, 2015. Subscribers to the first tranche of the Financing may be all or substantially comprised of directors of the Company. As such, the closing may be classified as a “related-party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

All dollar amounts set out in this report are in Canadian currency.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced the appointment of Corrine Tocher as a director of the Company. Ms. Tocher is a director and the founder of C E Tocher Holdings Ltd., the Company’s second largest shareholder. She has been a director of Tocher Holdings Ltd. since 1962, where she also previously served as president. Until 1991, Ms. Tocher served as administrator in the Administration and Marketing division of Canadian Northern Shield Insurance Company (CNS). She was instrumental in establishing support systems during its spin-off from the Insurance Corporation of British Columbia (ICBC). CNS was formed in 1985 through the privatization of ICBC's general insurance division, which had been in operation since 1973. Ms. Tocher brings a wealth of project management and investment experience to the Company. She is known in the local business investment community as a team builder, focused upon workplace excellence. With Ms. Tocher’s appointment, the Company’s Board of Directors (the “Board”) is now comprised of seven members.

In connection with Ms. Tocher’s appointment, the Board granted Ms. Tocher 300,000 stock options, each of which is exercisable into one common share of the Company (each, a “Share”) at a price of $0.20 per Share until July 31, 2020, and is subject to the terms of the Company’s stock option plan. The options will vest over a two year period, with one third vesting on the date of grant, one third on the first anniversary date and one third on the second anniversary date.

The Company also announced the Financing, pursuant to which the Company intends to raise up to $3,000,000 by way of the issuance of Debentures having a minimum principal amount of $10,000 per Debenture and bearing interest at the rate of 10% per annum. The Debentures will have a maturity date of three years from the date of issuance (the “Maturity Date”), and will be convertible, at the option of the holder, into common shares of the Company (each, a “Share”) at a conversion price of CAD$0.20 per Share, subject to adjustment as provided for in the terms of the Debentures. The proceeds of the Financing are expected to be used for general working capital purposes. In addition, 20% of the proceeds received by the Company from the sale of each Debenture will be placed in a segregated escrow bank account by the Company, to be used solely to pay interest payable per annum on the principal amount of such Debenture, unless waived by the applicable subscriber.

Repayment by the Company of amounts owing under the Debentures will be secured by a charge over all of the assets of the Company and its wholly-owned subsidiary, Qeyos Ad Systems Inc. (“Qeyos”). All subscribers to the Financing will enter into an agency and inter-lender agreement with the Company, Qeyos and a designated subscriber to the Financing (the “Agent”), pursuant to which the subscribers will appoint the Agent to act on their behalf as to certain matters relating to the Debentures, including with respect to enforcement of the security interest.

The Financing is expected to close in multiple tranches, with the first tranche, which is expected to raise aggregate gross proceeds of at least $580,000, closing on or about August 28, 2015. Subscribers to the first tranche of the Financing may be all or substantially comprised of directors of the Company. As such, the closing may be classified as a “related-party transaction” as such term is defined in MI 61-101. The participation of the insiders in the Financing was approved by disinterested members of the Board.

MI 61-101 requires that issuers obtain a formal valuation and minority shareholder approval of related party transactions, unless an applicable exemption is available. The Company has determined that exemptions from both such requirements are available, given that the aggregate amount of proceeds to be derived from the insiders is less than $2,500,000 and the Company is not listed on a specified market as set out in MI 61-101.

The following table sets out the anticipated effect of the Financing on the percentage of securities of the Company beneficially owned or controlled by each of the insiders that the Company expects will participate in the first tranche of the Financing:

Name and Position	Principal Amount of Debentures to be Acquired	No. of Shares Currently Held	Percentage of Currently Issued and Outstanding Shares(1)	Shares Issuable on Conversion of Debentures	Shares Held after Conversion of Debentures	Percentage of Shares After Conversion of Debentures(1) (5)
Ross Tocher President, CEO and Director	$250,000(3)	30,025,135(4)	42.2%	1,750,000(5)	31,775,135(3)	43.6%
Brian Petersen Director	$30,000(6)	Nil(7)	Nil	210,000(5)	210,000(7)	0.3%
Corinne Tocher Director	$300,000(8)	3,488,935(9)	4.9%	2,100,000(5)	5,588,935(9)	7.6%

(1)	Based on 71,128,456 Shares outstanding as at the date hereof, on an undiluted basis.

(2)	Based on 71,128,456 Shares outstanding as at the date hereof, on an undiluted basis, plus, for each person, such number of Shares as may be issuable on conversion of their respective Debentures.

(3)	The Debenture was directly subscribed for by R J Tocher Holdings Ltd., a private company controlled by Mr. Tocher.

(4)

Includes 6,171,021 Shares held by R J Tocher Holdings Ltd., 15,594,628 Shares held by Concept Financial Inc., a private company controlled by Mr. Tocher, and 8,259,486 Shares held by In Touch Digital Media, a private company controlled by Mr. Tocher. Does not include 2,027,945 Class A Shares, Shares that may be issued on conversion of the Debenture, or Shares that may be issued on exercise of any of the 300,000 stock options held by Mr. Tocher, each of which is exercisable into one Share at a price of $0.20 per Share until December 29, 2015.

(5)	Assuming conversion on the Maturity Date of the entire principal amount of the Debenture and interest accrued thereon to the Maturity Date at a deemed conversion price of $0.20 per Share.

(6)	The Debenture was directly subscribed for by BK Petersen Holdings Ltd., a private company controlled by Mr. Petersen.

(7)	Does not include Shares that may be issued on conversion of the Debenture or on exercise of any of the 300,000 stock options held by Mr. Petersen, each of which is exercisable into one Share at a price of $0.20 per Share until December 29, 2015.

(8)	The Debenture was directly subscribed for by C E Tocher Holdings Ltd., a company controlled by Ms. Tocher.

(9)

All of these Shares are registered in the name of C E Tocher Holdings Ltd. Does not include Shares that may be issued on conversion of the Debenture or on exercise of any of the 300,000 stock options held by Ms. Tocher, each of which is exercisable into one Share at a price of $0.20 per Share until July 31, 2020.

There has been no prior valuation with respect to the Company that has been made in the 24 months before the date of this report and the existence of which is known, after reasonable inquiry, to the Company or to any director or officer of the Company.

See attached press releases with respect to the matters described above.

5.2 Disclosure for Restructuring Transactions

N/A

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

N/A

Item 7 Omitted Information

None

Item 8 Executive Officer

Greg C. Dureault

Vice President and General Counsel

Phone: 604.338.8820

Item 9 Date of Report

August 7, 2015

News Release

Qwick Media Announces Appointment of a New Director

Vancouver, BC, August 5, 2015 – Qwick Media Inc. (the “Company”) (CSE: QMI) is pleased to announce the appointment of Corrine Tocher to the Company’s Board of Directors, effective as of July 31, 2015.

Corrine Tocher is a director and the founder of C.E. Tocher Holdings Ltd., the Company’s second largest shareholder. She is a director and has also been the past President of Tocher Holdings Ltd. since 1962. Until 1991, Ms. Tocher served as administrator in the Administration and Marketing division of Canadian Northern Shield Insurance Company (CNS). She was instrumental in establishing support systems during its spin-off from the Insurance Corporation of British Columbia (ICBC). CNS was formed in 1985 through the privatization of ICBC's general insurance division, which had been in operation since 1973.

Ms. Tocher brings a wealth of project management and investment experience to the Company. She is known in the local business investment community as a team builder, focused upon workplace excellence. With Ms. Tocher’s appointment, the Company’s Board of Directors is now comprised of seven members.

The Board of Directors of the Company has authorized the issuance of 300,000 stock options to Ms. Tocher, each of which is exercisable into one common share of the Company at a price of $0.20 per share until July 31, 2020, and is subject to the terms of the Company’s stock option plan. The options will vest over a two year period, with one third vesting on the date of grant, one third on the first anniversary date and one third on the second anniversary date.

About Qwick Media

Qwick Media provides content management systems for the delivery of private channels into high traffic locations. Touch screen media, and interactive signage allow consumers to engage themselves with interactive directories, wayfinding, reward coupons and drive other on-demand media applications. To find out more please visit our new website at: http://www.qwickmedia.com

For further information, contact:

Greg Dureault

Vice-President and General Counsel

Tel. 604 338 8820

Email: greg@qwickmedia.com

News Release

Qwick Media Announces Appointment of a New Director

About Qwick Media

For further information, contact:

Greg Dureault

Vice-President and General Counsel

Tel. 604 338 8820

Email: greg@qwickmedia.com

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

News Release

Qwick Media Announces Convertible Debenture Financing

Vancouver, BC, August 7, 2015 – Qwick Media Inc. (the “Company”) (CSE: QMI) announces that, subject to regulatory approval, it will be conducting a non-brokered private placement financing (the “Financing”) of convertible debentures (each, a “Debenture”) having a minimum principal amount of CAD$10,000 per Debenture, to raise gross proceeds of up to CAD$3,000,000. The Debentures will have a maturity date of three years from the date of issuance (the “Maturity Date”), bear interest at the rate of 10% per annum, and will be convertible, at the option of the holder, into common shares of the Company at a conversion price of CAD$0.20 per share, subject to adjustment as provided for in the terms of the Debentures. The proceeds of the Financing are expected to be used for general working capital purposes. In addition, 20% of the proceeds received by the Company from the sale of each Debenture will be placed in a segregated escrow bank account by the Company, to be used solely to pay interest payable per annum on the principal amount of such Debenture, unless waived by the applicable subscriber.

The Financing is expected to close in multiple tranches, with the first tranche closing on or about August 28, 2015. Subscribers to the first tranche of the Financing may be all or substantially comprised of directors of the Company. As such, the closing may be classified as a “related-party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). MI 61-101 requires that issuers obtain a formal valuation and minority shareholder approval of related party transactions, unless an applicable exemption is available. The Company has determined that exemptions from both such requirements are available.

The Financing remains subject to the acceptance of the Canadian Securities Exchange (the “CSE”). The Debentures and the Shares that may be issuable on conversion thereof will be subject to a statutory hold period expiring on the date that is four months and one day after closing of each respective tranche of the Financing. Finders’ fees may be payable in connection with the Financing in accordance with the policies of the CSE.

About Qwick Media

For further information, contact:

Greg Dureault

Vice-President and General Counsel

Tel. 604 338 8820

Email: greg@qwickmedia.com

Disclaimer for Forward-Looking Information

Certain statements in this press release related to the Financing and the securities issuable thereunder are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the proceeds to be raised pursuant to the Financing, the terms of the Debentures, the security interests of the holders of the Debentures, resale restrictions relating to the Debentures, the use of proceeds of the Financing and receipt of the requisite approval of the CSE. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company’s ability to complete the Financing, including the risk that the Financing may not be completed as expected or at all, that the security interests may not be as set out in this news release, that the proceeds of the Financing may be used other than as set out in this news release, that the CSE may not approve the Financing, and other factors beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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