---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F /A Amendment
  No. 1

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

OR

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

For the fiscal year endedDecember 31,
2009.

OR

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

OR

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

Date of event requiring this shell company
report...............................

For the transition period from _________to ____________

Commission file number 000-32981

QWICK
  MEDIA INC. (formerly
  Tuscany Minerals Ltd.) 
  (Exact name of Registrant as specified in its charter)

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

The Cayman Islands(Jurisdiction of
incorporation or organization)

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

Ross Tocher, President,
778.370.1715 780-333 Seymour Street, Vancouver British Columbia
Canada, V6B 5A6 rosstocher@trianequities.com(Name, Telephone, E-mail
and/or Facsimile number and Address of Company Contact Person)

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|**Not Applicable**  | **Not
      Applicable**                 

---

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

Common Stock, $0.001 par value(Title of
Class)

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

Not Applicable(Title of Class)

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report.

There were 51,313,366 common shares, par value $0.001, issued
and outstanding as of April 23, 2010.

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

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

Note  Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[ X ] YES [ ] NO

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

|Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ X]
|--------------------------- | --------------------- | --------------------------

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

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

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

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

2

---

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

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

3

---

**Explanatory
  Note**

This Form
  20-F/A is being filed at the request of the Securities and Exchange Commission
  solely to include our audited statement of operations and statement of cash
  flows for the year ended December 31, 2007 and to include disclosure with respect
  to our fiscal year ended December 31, 2007 under Item 5 – Operating and
  Financial Review and Prospects. No other portions of this Form 20-F/A have been
  amended or updated to reflect events that occurred subsequent to the initial
  filing of our Form 20-F for the year ended December 31, 2009 on April 29, 2010.

PART I

Forward-Looking Statements

This report contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, intends, expects,
plans, anticipates, believes, estimates, predicts, potential, or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in Item 1A Risk Factors
commencing on page 5 of this report, which may cause our or our industrys
actual results, levels of activity or performance to be materially different
from any future results, levels of activity or performance expressed or implied
by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

In this report, unless otherwise specified, all dollar amounts
are expressed in U.S. dollars and all references to common shares refer to the
common shares in our capital stock.

As used in this report and unless otherwise indicated, the
terms we, us and our refer to Tuscany Minerals Ltd.

ITEM
1              
Identity of Directors, Senior Management and Advisers

Not applicable.

ITEM
2              
Offer Statistics and Expected Timetable

Not applicable.

ITEM
3              
Key Information

*A.*             
*Selected Financial Data*

The following financial data summarizes selected financial data
for our company prepared in accordance with United States generally accepted
accounting principles (US GAAP) for the five fiscal years ended December 31,
2009. Additional information is presented to show the differences which would
result from the application of US GAAP to our financial information. The
information presented below for the five year period ended December 31, 2009 is
derived from our financial statements which were examined by our independent
auditor. The information set forth below should be read in conjunction with our
audited financial statements and related notes included in this annual report
and with the information appearing under the heading Item 5. Operating and
Financial Review and Prospects. The data is presented in U.S. dollars.

4

---

Selected Financial Data(Stated in U.S.
    Dollars - Calculated in accordance with US GAAP)Fiscal Year Ended
    December 31 (Audited)

|                                                           |   | 2009       |   |   | 2008       |   |   | 2007       |   |   | 2006       |   |   | 2005       |  
|---------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | -
|Net Sales or Operating Revenue                             | $ | -          |   | $ | -          |   | $ | -          |   | $ | -          |   | $ | -          |  
|Total Expenses                                             |   | 226,924    |   |   | 104,412    |   |   | 74,191     |   |   | 67,488     |   |   | 49,562     |  
|Income (Loss) from Operations and Continuing Operations    |   | (226,924   | ) |   | (104,412   | ) |   | (74,191    | ) |   | (67,488    | ) |   | (49,562    | )
|Net Income (loss)                                          |   | (226,924   | ) |   | (104,412   | ) |   | (74,191    | ) |   | (67,488    | ) |   | (49,562    | )
|Basic and Diluted Income (loss) per Common Share           |   | (0.01      | ) |   | (0.01      | ) |   | (0.01      | ) |   | (0.01      | ) |   | (0.00      | )
|Total Assets                                               |   | 1,433      |   |   | 659        |   |   | 1,234      |   |   | 396        |   |   | 76         |  
|Total Liabilities                                          |   | 297,030    |   |   | 650,962    |   |   | 545,891    |   |   | 472,096    |   |   | 404,288    |  
|Total Stockholders Equity (Deficiency)                    |   | (295,597   | ) |   | (650,303   | ) |   | (545,891   | ) |   | (471,700   | ) |   | (404,212   | )
|Capital Stock                                              |   | 51,313     |   |   | 12,538     |   |   | 12,538     |   |   | 12,538     |   |   | 12,538     |  
|Weighted Average Number Of Common Shares
      Outstanding |   | 22,311,517 |   |   | 12,538,000 |   |   | 12,538,000 |   |   | 12,538,000 |   |   | 12,538,000 |  
|Number of Common Shares Outstanding as at year end         |   | 51,313,366 |   |   | 12,538,000 |   |   | 12,538,000 |   |   | 12,538,000 |   |   | 12,538,000 |  
|Long-term Debt                                             |   | -          |   |   | -          |   |   | -          |   |   | -          |   |   | -          |  
|Dividends per Common Share                                 |   | -          |   |   | -          |   |   | -          |   |   | -          |   |   | -          |  

*B.*             
*Capitalization and Indebtedness*

Not applicable

*C.*             
*Reasons for the Offer and Use of Proceeds*

Not applicable

*D.*             
*Risk Factors*

Certain statements in this annual report are forward-looking
statements, which reflect our managements expectations regarding our future
growth, results of operations, performance, and business prospects and
opportunities. Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs, plans,
expectations or intentions regarding the future. 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.

An investment in our common stock involves a number of risks.
You should carefully consider the following risks and uncertainties in addition
to other information in this annual report in evaluating our company and our
business before purchasing shares of our companys common stock. Our business,
operations and financial condition could be harmed due to any of the following
risks.

5

---

Risks Relating to Our Company

Our company is a Cayman Islands exempted company and
because the rights of shareholders under Cayman Islands law differ from those
under United States law, you may have fewer protections as a
shareholder.

Our companys affairs are governed by its memorandum of
association and articles of association and we are subject at all times to the
Companies Law (2009 Revision)of the Cayman Islands. The rights of
shareholders to take action against our directors, actions by minority
shareholders and the fiduciary responsibility of directors under Cayman Islands
law are governed by common law principles derived from cases in the Cayman
Islands and other commonwealth and common law countries. The rights of
shareholders and the fiduciary responsibilities of directors under Cayman
Islands law differ somewhat from those established under statutes or judicial
precedent in some jurisdictions in the United States. In particular, the Cayman
Islands has a less developed body of securities law as compared to the United
States which could negatively affect your shareholder rights and
protections.

Our company is a foreign private issuer and exempt from
certain Securities and Exchange Commission requirements that provide
shareholders with certain protections and information that must be made
available to shareholders of United States public companies.

Our company is a foreign private issuer with respect to its SEC
filings, which means we have reduced reporting requirements we under the
Securities and Exchange Act of 1934, as amended, resulting in fewer costs
associated with financial and reporting compliance. For example, we are exempt
from certain provisions applicable to United States public companies,
including:

- the rules requiring the filing with the SEC of quarterly reports on Form
  10-Q, annual reports on Form 10-K and current reports on Form 8-K;
- the sections of the Exchange Act regulating the solicitation of proxies,
  consents or authorizations with respect to a security registered under the
  Exchange Act;
- provisions of Regulation FD aimed at preventing issuers from making
  selective disclosure of material non-public information; and
- the sections of the Exchange Act requiring insiders to file public reports
  of their stock ownership and trading activities and establishing insider
  liability for profits realized from any short swing trading transactions, or
  a purchase and sale, or a sale and purchase, of the issuers equity securities
  within less than six months.

Because of these exemptions, our shareholders will not be
afforded the same protections or information generally available to investors
holding shares in public companies organized in the United States.

Our company may be subject to United States income tax
liabilities which may adversely affect our companys working
capital.

As a result of the recent continuance of our company, our
company was deemed to have disposed of all of its property at its fair market
value. The American Jobs Creation Act of 2004includes provisions the
effect of which is to treat certain corporations that undergo inversion
transactions as United States corporations. There is a risk that the Internal
Revenue Service would interpret the inversion rules so as to treat our company
as a United States corporation even now that the continuance has been
consummated. As a result, our company could continue to be subject to tax on its
worldwide income as if it remained a United States corporation.

Our company may be classified as a Passive Foreign
Investment Company.

Passive Foreign Investment Company (PFIC) rules generally
provide for punitive treatment to U.S. holders (as defined in the section
entitled U.S. Tax Consequences) of PFICs. A foreign corporation is classified
as a PFIC if more than 75% of its gross income is passive income or more than
50% of its assets produce passive income or are held for the production of passive income. Our company may be
classified as a PFIC if it holds the requisite percentage of passive assets,
including cash, or earns the requisite percentage of passive income, including
interest.. If our company is classified as a PFIC, then U.S. holders could be
subject to PFIC provisions which may impose U.S. taxes, in addition to those
normally applicable, on the sale of our companys stock or on a distribution
with respect to our companys stock.

6

---

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

We had cash in the amount of $1,433 and a working capital
deficit of $295,597 as of December 31, 2009. We do not have sufficient funds to
independently finance the acquisition and development of new businesses, nor do
we have the funds to independently finance our daily operating costs. We do not
expect to generate any revenues for the foreseeable future. Accordingly, we will
require additional funds, either from equity or debt financing, to maintain our
daily operations and to locate, acquire and develop a business. Obtaining
additional financing is subject to a number of factors, including investor
acceptance of any business we may acquire in the future and investor sentiment.
Financing, therefore, may not be available on acceptable terms, if at all. The
most likely source of future funds presently available to us is through the sale
of equity capital. Any sale of share capital, however, will result in dilution
to existing shareholders. If we are unable to raise additional funds when
required, we may be forced to delay our plan of operation and our entire
business may fail.

We currently do not generate revenues, and as a result,
we face a high risk of business failure.

We do not hold an interest in any business or revenue
generating property. Historically, we primarily focused on the location and
acquisition of mineral and oil and gas properties. To date, we have not been as
successful as hoped in implementing our business plan. As such, we are now also
seeking business opportunities with established business entities for the merger
of a target business with our company in non-resource related businesses in
order to find the best opportunity for our company to realize value for our
shareholders. We have not generated any revenues to date. In order to generate
revenues, we will incur substantial expenses in the location, acquisition and
development of a business. We therefore expect to incur significant losses into
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 any operating revenues or achieve profitable
operations.

The worldwide macroeconomic downturn may reduce the
ability of our company to obtain the financing necessary to continue our
business and may reduce the number of viable businesses that we may wish to
acquire.

In 2008 and 2009, there was a downturn in general worldwide
economic conditions due to many factors, including the effects of the subprime
lending and general credit market crises, volatile but generally declining
energy costs, slower economic activity, decreased consumer confidence and
commodity prices, reduced corporate profits and capital spending, adverse
business conditions, increased unemployment and liquidity concerns. These
macroeconomic effects, including the resulting recession in various countries
and slowing of the global economy, resulted in decreased business opportunities
as potential target companies faced increased financial hardship. Tightening
credit and liquidity issues also resulted in increased difficulties for our
company to raise capital for our continued operations and to consummate a
business opportunity with a viable business. Although conditions appear to be
becoming more favourable, it is unclear whether such improvements will continue
and whether our company will see any improvements in our ability to raise
capital as a result. If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be forced to delay a new business
acquisition or our entire business may fail.

We will need to raise additional funds in the near
future. If we are not able to obtain future financing when required, we might be
forced to scale back or cease operations or discontinue our business.

We do not currently have any arrangements for financing and we
can provide no assurance to investors we will be able to find such financing
when such funding is required. Obtaining additional financing would be subject
to a number of factors, including investor acceptance. Furthermore, there is no
assurance that we will not incur further debt in the future, that we will have
sufficient funds to repay our future indebtedness or that we will not default
on our future debts, thereby jeopardizing our business viability.
Finally, we may not be able to borrow or raise additional capital in the future
to meet our needs or to otherwise provide the capital necessary to pursue a new
business opportunity, which might result in the loss of some or all of your
investment in our common stock.

7

---

Our company anticipates that our funds will not be sufficient
to satisfy our cash requirements for the next twelve month period. Also, there
is no assurance that actual cash requirements will not exceed our estimates. We
will depend almost exclusively on outside capital to pay for the continued
operation of our company. Such outside capital may include the sale of
additional stock, shareholder advances and/or commercial borrowing. There can be
no assurance that capital will continue to be available if necessary to meet
these continuing development costs or, if the capital is available, that it will
be on terms acceptable to us. The issuance of additional equity securities by us
will result in a dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments. If we are unable to obtain
financing in the amounts and on terms deemed acceptable to us, we may be forced
to delay a new business acquisition or our entire business may fail.

If we are unable to hire and retain key personnel, we may
not be able to implement our plan of operation and our business may fail.

Our success will be largely dependent on our ability to hire
and retain highly qualified personnel. This is particularly true in the highly
technical businesses of mineral and oil and gas exploration. These individuals
may be in high demand and we may not be able to attract the staff we need. In
addition, we may not be able to afford the high salaries and fees demanded by
qualified personnel, or we may fail to retain such employees after they are
hired. At present, we have not hired any key personnel. Our failure to hire key
personnel when needed will have a significant negative effect on our business.

Because our executive officers do not have formal
training specific to mineral and oil and gas exploration, there is a higher risk
our business will fail.

Our executive officers do not have formal training specific to
mineral and oil and gas exploration. While J. Stephen Barley has experience
managing a mineral exploration company, he does not have formal training as a
geologist. Accordingly, our management may not fully appreciate many of the
specific requirements related to working within the mining and oil and gas
industry. Our management decisions may not take into account standard
engineering or managerial approaches commonly used by such companies.
Consequently, our operations, earnings, and ultimate financial success could be
negatively affected due to our managements lack of experience in the
industry.

Our executive officers have other business interests, and
as a result, may not be willing or able to devote a sufficient amount of time to
our business operations, thereby limiting the success of our
company.

Ross J. Tocher, our president and chief executive officer,
presently spends approximately 15% of his business time on business management
services for our company and J. Stephen Barley, our secretary, treasurer, chief
financial officer and director, presently spends approximately 15% of his
business time on business management services for our company. At present, Mr.
Tocher and Mr. Barley spend a reasonable amount of time in pursuit of our
company's interests. Due to the time commitments from Mr. Tochers and Mr.
Barleys other business interests, however, Mr. Tocher and Mr. Barley may not be
able to provide sufficient time to the management of our business in the future
and our business may be periodically interrupted or delayed as a result of Mr.
Tochers and Mr. Barleys other business interests.

All of our assets and all of our directors and officers
are outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, 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 us or our officers or directors, including
judgments predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof. Consequently, you may be effectively
prevented from pursuing remedies under U.S. federal securities laws against
them.

8

---

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

Our officers and directors, in the aggregate, beneficially own
57.3% of the issued and outstanding shares of our common stock. As a result,
they have the ability to influence matters affecting our shareholders, including
the election of our directors, the acquisition or disposition of our assets, and
the future issuance of our shares. Because our officers, directors and principal
shareholders control such shares, investors may find it difficult to replace our
management if they disagree with the way our business is being operated. Because
the influence by these insiders could result in management making decisions that
are in the best interest of those insiders and not in the best interest of the
investors, you may lose some or all of the value of your investment in our
common stock.

Risks Related to our Common Stock

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

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

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

There is currently a limited market for our common stock and we
can provide no assurance to investors that a market will develop. If a market
for our common stock does not develop, our shareholders may not be able to
re-sell the shares of our common stock that they have purchased and they may
lose all of their investment. Public announcements regarding our company,
changes in government regulations, conditions in our market segment or changes
in earnings estimates by analysts may cause the price of our common shares to
fluctuate substantially. In addition, stock prices for junior mining and oil and
gas companies fluctuate widely for reasons that may be unrelated to their
operating results. These fluctuations may adversely affect the trading price of
our common shares.

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

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

9

---

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

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

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

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

ITEM
4              
Information on the Company

*A.*             
*History and Development of the Company*

We were incorporated on October 5, 2000 under the laws of the
state of Nevada. On May 17, 2006, we incorporated a wholly-owned Washington
subsidiary for the sole purpose of redomiciling to the State of Washington
through a merger with our subsidiary. Effective June 26, 2006, we merged with
and into our subsidiary, Tuscany Minerals, Ltd., a Washington company, with the
surviving company being Tuscany Minerals, Ltd., the Washington company. As a
result of this transaction, we redomiciled from the State of Nevada to the State
of Washington. The existing bylaws of Tuscany Minerals, Ltd., the Washington
company, remained as the bylaws of the surviving corporation. On October 9,
2008, we incorporated our wholly-owned Wyoming subsidiary, Tuscany Minerals Ltd.
for the sole purpose of redomiciling to the State of Wyoming through a merger
with our subsidiary.

Effective July 7, 2009, we merged with our subsidiary, Tuscany
Minerals Ltd., a Wyoming company, with the surviving company being Tuscany
Minerals Ltd., the Wyoming company. Effective July 28, 2009, we were issued a
certificate of registration by way of continuation by the Registrar of Companies
of the Cayman Islands. As a result of this transaction, we redomiciled to the
Cayman Islands and became a foreign private issuer.

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

Our principal business office is located at 780-333 Seymour
Street, Vancouver, British Columbia, Canada V6B 5A6. Our registered office for
service in the State of Wyoming is located at 1821 Logan Avenue, Cheyenne, WY
82001.

10

---

*B.*             
*Business Overview*

We are an exploration stage company that has not yet generated
or realized any revenues from our business operations. We do not currently own
any property interests. We are evaluating new opportunities in both the mineral
exploration business and in other industries unrelated to the resource
sector.

As an exploration stage company, we are seeking opportunities
to acquire prospective or existing mineral properties, prospective or producing
oil and gas properties or other oil and gas resource related projects. To date,
we have not been as successful as hoped in implementing our business plan. As
such, we are now also seeking business opportunities with established business
entities for the merger of a target business with our company in non-resource
related businesses in order to find the best opportunity for our company to
realize value for our shareholders. In certain instances, a target business may
wish to become a subsidiary of us or may wish to contribute assets to us rather
than merge. We are currently in negotiations with one party to enter into a
business opportunity but we have not entered into any definitive agreements to
date and there can be no assurance that we will be able to enter into any
definitive agreements. We anticipate that any new acquisition or business
opportunities by our company will require additional financing. There can be no
assurance, however, that we will be able to acquire the financing necessary to
enable us to pursue our plan of operation. If our company requires additional
financing and we are unable to acquire such funds, our business may fail.

We may seek a business opportunity with entities who have
recently commenced operations, or entities who wish to utilize the public
marketplace in order to raise additional capital in order to expand business
development activities, to develop a new product or service, or for other
corporate purposes. We may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.

In implementing a structure for a particular business
acquisition or opportunity, we may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another corporation
or entity. We may also acquire stock or assets of an existing business. Upon the
consummation of a transaction, it is possible that our present management will
no longer be in control of our company. In addition, it is possible that our
officers and director will, as part of the terms of the acquisition transaction,
resign and be replaced by one or more new officers and directors.

As of the date hereof, management has not entered into any
formal written agreements for a business combination or opportunity.

We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes that there are numerous firms in various industries seeking
the perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.

As an exploration stage company, we are not able to fund our
cash requirements through our current operations. Historically, we have been
able to raise a limited amount of capital through private placements of our
equity stock, but we are uncertain about our continued ability to raise funds
privately. Further, we believe that our company may have difficulties raising
capital until we locate a prospective property or non-resource business. If we
are unable to secure adequate capital to continue our acquisition efforts, our
shareholders may lose some or all of their investment and our business may
fail.

*C.*             
*Organizational Structure*

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

11

---

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

*D.*             
*Property, Plant and Equipment*

Our principal office is located at 780 - 333 Seymour Street,
Vancouver British Columbia V6B 5A6. An officer of our company currently provides
this space to us free of charge. This space may not be available to us free of
charge in the future. We do not own any real property.

ITEM
4A             Unresolved Staff Comments

Not applicable.

ITEM
5              
Operating and Financial Review and Prospects

The information in this section is presented in accordance with
US GAAP.

*A.*             
*Operating Results*

The following summary should be read in conjunction with our
  audited financial statements for the years ended December 31, 2009,
  2008 and 2007
  included herein.

|                                         |   | Year Ended        |   |   | Year Ended        |   |   | **Year
        Ended**  |  
|---------------------------------------- | - | ----------------- | - | - | ----------------- | - | - | ----------------------- | -
|                                         |   | December 31, 2009 |   |   | December 31, 2008 |   |   | December
      31, 2007 |  
|Expenses                                 |   |                   |   |   |                   |   |   |                         |  
|Filing and stock transfer fees           | $ | 8,088             |   | $ | 2,801             |   | $ | 1,258                   |  
|Interest                                 |   | 34,311            |   |   | 31,045            |   |   | 27,743                  |  
|Management fees                          |   | 55,657            |   |   | 15,287            |   |   | 9,000                   |  
|Office and sundry                        |   | 3,968             |   |   | 645               |   |   | 2,388                   |  
|Professional fees                        |   | 106,444           |   |   | 54,634            |   |   | 33,802                  |  
|Loss on debt settlement foreign exchange |   | 18,456            |   |   | -                 |   |   | -                       |  
|Total expenses                           |   | 226,924           |   |   | 104,412           |   |   | 74,191                  |  
|Net Loss                                 |   | (226,924          | ) |   | (104,412          | ) |   | (74,191                 | )

Revenue

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

Expenses

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

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

Year Ended
  December 31, 2008 Compared to Year Ended December 31, 2007

Our operating
  expenses for the year ended December 31, 2008 were $104,412 compared to $74,191
  for the year ended December 31, 2007. This increase in operating expenses of
  $30,221 was primarily due to increases in filing and stock transfer fees, management
  fees and professional fees.

12

---

*B.*             
*Liquidity and Capital Resources*

Our financial position as at December 31, 2009 and December 31,
2008 and the changes for the years then ended are as follows:

|Working Capital              |   |                         |   |   |                         |  
|---------------------------- | - | ----------------------- | - | - | ----------------------- | -
|                             |   |                         |   |   |                         |  
|                             |   | As at                   |   |   | As at                   |  
|                             |   | December
      31, 2009 |   |   | December
      31, 2008 |  
|Current Assets               | $ | 1,433                   |   | $ | 659                     |  
|Current Liabilities          |   | 297,030                 |   |   | 650,962                 |  
|Working Capital (Deficiency) | $ | (295,597                | ) | $ | (650,303                | )

Our working capital deficiency decreased from ($650,303) at
December 31, 2008 to ($295,597) at December 31, 2009 as a result of a decrease
in operational expenses. Effective January 6, 2009, we issued a $9,188
(CDN$11,246) promissory note to In Touch Digital Media Inc., a wholly-owned
company of Ross Tocher, our president and chief executive officer. The
promissory note bore 8% interest, was unsecured and was payable on demand. We
also issued four additional promissory notes to In Touch Digital Media Inc. on
February 18, 2009 in the amount of $23,293 (CDN$28,511), on March 31, 2009 in
the amount of $12,558 (CDN$15,371), on May 8, 2009 in the amount of $31,036
(CDN$35,682), and on July 8, 2009 in the amount of $44,812 (CDN$52,206), all on
the same terms.

Effective September 30, 2009, we entered into 10 debt
settlement and share subscription agreements dated September 30, 2009 with
certain debtors to settle promissory notes and accounts payable debt totaling
$581,630. We converted such debt into 38,775,366 shares of our common stock
pursuant to the terms of the agreements. Three of the agreements were with
companies with a common officer to settle debt totalling $319,318, including the
promissory notes with In Touch Digital Media Inc described above, in accordance
with which 21,287,895 shares of our common stock were issued. All of the
38,775,366 shares of common stock were issued in offshore transactions in
reliance upon Regulation S and/or Section 4(2) of the United States
Securities Act of 1933, as amended, to persons who are not U.S. Persons
as that term is defined in Regulation S of the United States Securities Act
of 1933.The issuance of the 38,775,366 common shares was also exempt from
the prospectus requirements of applicable Canadian securities laws as all of the
10 subscribers were accredited investors as such term is defined in National
Instrument 45-106 of the Canadian Securities Administrators.

In addition to the issues set out above regarding our ability
to raise capital, global economies are currently undergoing a period of economic
uncertainty related to the tightening of credit markets worldwide. This has
resulted in numerous adverse effects, including unprecedented volatility in
financial markets and stock prices, slower economic activity, decreased consumer
confidence and commodity prices, reduced corporate profits and capital spending,
increased unemployment, liquidity concerns and volatile but generally declining
energy prices. We anticipate that the current economic conditions and the credit
shortage will adversely impact our ability to raise financing. In addition, if
the future economic environment continues to be less favorable than it has been
in recent years, we may experience difficulty in locating a suitable business
opportunity to acquire or enter into a business combination with.

|Cash Flows                                  |   |                         |   |   |                         |   |   |                   |  
|------------------------------------------- | - | ----------------------- | - | - | ----------------------- | - | - | ----------------- | -
|                                            |   |                         |   |   |                         |   |   |                   |  
|                                            |   | Year Ended              |   |   | Year Ended              |   |   | Year
      Ended  |  
|                                            |   | December
      31, 2009 |   |   | December
      31, 2008 |   |   | December 31, 2007 |  
|Net cash used in Operating Activities       | $ | (166,466                | ) | $ | (56,022                 | ) | $ | (37,955           | )
|Net cash provided in Financing Activities   |   | 167,240                 |   |   | 55,447                  |   |   | 38,793            |  
|Increase (decrease) in Cash during the Year | $ | 774                     |   | $ | (575                    | ) | $ | 838               |  
|Cash, Beginning of Year                     |   | 659                     |   |   | 1,234                   |   |   | 396               |  
|Cash, End of Year                           | $ | 1,433                   |   | $ | 659                     |   | $ | 1,234             |  

13

---

During the year ended December 31, 2009, our net cash used in
operating activities increased due to an increased net loss for the year as
compared to the year ended December 31, 2008. During the year ended December 31,
2009, our net cash from financing activities increased over the prior period
ended December 31, 2008 due to funds provided from notes payable that were
issued to related parties.

Anticipated Cash Requirements

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

|1. | $25,000 in connection with locating, evaluating and
      negotiating potential business opportunities;                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                 
|2. | $10,000 for operating expenses; and                                                                                                                             
|   |                                                                                                                                                                 
|3. | $63,000 for management, advisory and administrative costs
      payable pursuant to the terms of the consulting agreement with CHM
      Financial Services Inc.

We will incur additional expenses if we are successful in
entering into an agreement to acquire an interest in a prospective or existing
mineral property, a prospective or producing oil or gas property or a
non-resource business opportunity. If we acquire any property interests or
business, we will require significant funds to develop the property or business
in addition to any acquisition costs. It is not possible to estimate such
funding requirements until such time as we enter into a definitive agreement to
acquire an interest in a property or enter into a business combination.

We require a minimum of approximately $98,000 to proceed with
our plan of operation over the next twelve months, exclusive of any acquisition
or development costs. This amount may also increase if we are required to carry
out due diligence investigations in regards to any prospective property or
business opportunity or if the costs of negotiating the applicable transaction
are greater than anticipated. We do not have sufficient working capital to
enable us to carry out our stated plan of operation for the next twelve months.
We plan to complete private placement sales of our common stock in order to
raise the funds necessary to pursue our plan of operation and to fund our
working capital deficit in order to enable us to pay our accounts payable and
accrued liabilities. We currently do not have any arrangements in place for the
completion of any private placement financings and there is no assurance that we
will be successful in completing any private placement financings.

There can be no assurance that additional financing will be
available when needed or, if available, on commercially reasonable terms. If we
are not able to obtain additional financing on a timely basis, we may not be
able to meet our obligations as they come due and may be forced to scale down or
perhaps even cease business operations.

Going Concern

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended December 31, 2009, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern.

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

*C.*             
*Research and Development, Patents and Licenses etc.*

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

*D.*             
*Trend Information*

We do not currently know of any trends that would be material
to our operations.

14

---

*E.*             
*Off-Balance Sheet Arrangements*

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

*F.*             
*Contractual Obligations*

We do not have any required expenditures pursuant to any
contractual obligations.

ITEM
6              
Directors, Senior Management and Employees

*A.*             
*Directors and Senior Management*

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

|Name                  | Position Held                                                        | Age | Date First Elected or
      Appointed
|--------------------- | -------------------------------------------------------------------- | --- | -------------------------------------
|J. Stephen Barley (1) | Secretary, Treasurer, Chief
      Financial
    Officer and Director | 53  | October 5, 2000                      
|Ross Tocher           | President and Chief Executive
    Officer                            | 47  | September 10, 2008                   

|(1) | Mr. Barley served as our president and chief executive
      officer from October 5, 2000 until September 10, 2008 when he resigned as
      president and chief executive officer and Mr. Tocher was appointed to
      those positions.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

J. Stephen Barley

Mr. Barley has held the positions of Chief Financial Officer,
Secretary, Treasurer and director of our company since October 5, 2000 and
resigned as President and Chief Executive Officer on September 10, 2008. Mr.
Barley received his Bachelor of Commerce degree from the Mount Allison
University in New Brunswick, Canada in 1979. He received his law degree from
Dalhousie University in Nova Scotia, Canada in 1982. Mr. Barley became a member
of the Alberta bar in July 1983 and a member of the British Columbia bar in
1984. In British Columbia, Mr. Barley practiced as a lawyer with Casey &
ONeill and successor firms from 1984 to 1991. Mr. Barley practiced as a lawyer
with J. Stephen Barley Personal Law Corporation from 1992 to 1997. Mr. Barley
specialized in the areas of corporate and securities law during the time of his
private practice as a lawyer with Casey & ONeill and J. Stephen Barley
Personal Law Corporation. Mr. Barleys clients included a number of publicly
traded companies involved in the business of mineral exploration. Mr. Barley has
been involved as a corporate finance consultant and as a director and investor
in several private and public business ventures since 1997. Mr. Barley is a
member in good standing of the Law Society of British Columbia and the Law
Society of Alberta.

Until March 2006, Mr. Barley was a director of Cervus Financial
Group Inc., a company that was listed on the TSX Venture Exchange (the TSXV).
In May 2005, Mr. Barley became a director of OMC Capital Corp., a capital pool
company listed on the TSXV. In June 2007, OMC Capital Corp. amalgamated with
ReMac Zinc Corp. and assumed the name ReMac Zinc Corp. Mr. Barley remains a
director and officer of ReMac Zinc Corp. which is listed on the TSXV. On March
20, 2006, Mr. Barley became a director of Calypso Acquisition Corp., a company
also listed on the TSXV. Calypso Acquisition Corp. subsequently changed its name
to Calypso Uranium Corp. and Mr. Barley is currently president and chief
executive officer of that company. In July 2006, Mr. Barley became an officer
and director of Ontario Hose Specialties Inc., which subsequently changed its
name to Bordeaux Energy Inc. and then subsequently changed its name to
Enterprise Energy Resources Ltd. and is listed on the TSXV. Mr. Barley resigned
as an officer but remains a director of this company. In August 2006, Mr. Barley
became an officer and director of Centillion Industries Inc., a company listed
on the NEX, which subsequently changed its name to Palo Duro Energy Inc. and is now listed on the TSXV.

15

---

Mr. Barley has resigned as
an officer of Palo Duro Energy Inc. but remains as a director. In September
2006, Mr. Barley became a director of Waymar Resources Ltd., a company listed on
the TSXV and subsequently became an officer of that company. Mr. Barley has
subsequently resigned as an officer and director. Also in September 2006, Mr.
Barley became a director of Arrabbiata Capital Corp., which subsequently changed
its name to Olivut Resources Ltd. and is listed on the TSXV. Mr. Barley resigned
as a director of Olivut Resources Ltd. in January 2008. Mr. Barley became a
director of Cap-Link Ventures Ltd. (now, Petrodorado Energy Ltd.), a TSXV listed
company, in June 2007 and subsequently became an officer of that company. Mr.
Barley subsequently resigned as an officer and a director. Mr. Barley became a
director of Thor Explorations Ltd. (NPL) in July 2007 which is listed on the
TSXV and is currently a director and the president of this company. Mr. Barley
became a director of Redhawk Resources Inc., a TSXV listed company, in July 2007
and became Managing Director on October 1, 2008. Mr. Barley is also a director
of ICN Resources Ltd. which company is listed on the TSXV. Mr. Barley is the
President of CHM Financial Services Inc. and a partner in WestPoint Merchant
Ventures Inc., both of which are private corporate finance services
companies.

Ross J. Tocher

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

Significant Employees

We have no significant employees other than the officers of our
company.

Family Relationships

There are no family relationships among our directors or
officers.

*B.*             
*Compensation*

Executive Compensation

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

16

---

|SUMMARY COMPENSATION
      TABLE                                                                  
|--------------------------------------------------------------------------------------------------
|Name and
      Principal Position                                                                 
|J. Stephen Barley 
      Secretary, Chief
    Financial     Officer, Treasurer and Director (1)(2)
|Ross J. Tocher 
      President and Chief
    Executive Officer (3)                               

| | (1) | Mr. Barley was appointed president, chief executive
      officer, chief financial officer, secretary, treasurer and director of our
      company on October 5, 2000 and resigned as president and chief executive
      officer on September 10, 2008.                                                                                                                                                                                                                                                                                                                     
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Compensation attributable to Mr. Barley is paid pursuant
      to a management agreement dated December 1, 2000, between our company and
      CHM Consulting Inc., a company wholly-owned by J. Stephen Barley. This
      agreement was terminated and superseded by a new consulting agreement
      dated November 1, 2008 with CHM Financial Services Inc. CHM Consulting
      Inc. received monthly payments of $750 pursuant to the former agreement
      and CHM Financial Services Inc. receives $5,019 (CDN$5,250) per month pursuant to the
      new agreement.
| | (3) | Mr. Tocher was appointed as our president and chief
      executive officer effective September 10, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (4) | Representing consulting fees of $5,019 (CDN$5,250) per
      month, payable in Canadian dollars, to CHM Financial Services Inc., a
      company wholly-owned by Mr. Barley.                                                                                                                                                                                                                                                                                                                                                                                                 

Compensation Discussion and Analysis

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

The services of J. Stephen Barley, a director and executive
officer, are provided to us pursuant to a consulting agreement dated November 1,
2008 with CHM Financial Services Inc. which replaced the former agreement dated
December 1, 2000 with CHM Consulting Inc., both companies being wholly-owned by
Mr. Barley. Pursuant to the consulting agreement, our company pays CHM Financial
Services Inc. a management fee of $5,019 (CDN$5,250) per month, payable in
Canadian dollars. The fee to CHM Consulting Inc. was $750 per month under the
former agreement.

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

Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such service. Members of special or standing
committees may be allowed similar reimbursement and compensation for attending
committee meetings. During the year ended December 31, 2009, we did not pay any
compensation or grant any stock options to our sole director.

17

---

Grants of Plan-Based Awards

There were no grants of plan-based awards made to our executive
officers during the year ended December 31, 2009.

Outstanding Equity Awards at Fiscal Year-End

As at December 31, 2009, there were no unexercised options,
stock that had not vested or equity incentive plan awards held by our executive
officers.

Option Exercises and Stock Vested

There were no stock options exercised during the year ended
December 31, 2009, no stock options held by, and no stock vested to, our
executive officers during year ended December 31, 2009.

Long-Term Incentive Plan

Currently, our company does not have a long-term incentive plan
in favor of any director, officer, consultant or employee of our company.

Pension and Retirement Plans

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

*C.*             
*Board Practices*

Our directors are re-elected and our officers are re-appointed
at the annual general meeting of our shareholders. The last annual general
meeting was held on July 2, 2009 and each of our current directors and officers
will continue to hold his respective office until his successor is elected or
appointed, unless his office is earlier vacated under any of the relevant
provisions of our Articles or of the British Columbia Business Corporations
Act.

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

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

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

*D.*             
*Employees*

Our company is currently operated by Ross Tocher as our
president and chief executive officer, and J. Stephen Barley as our chief
financial officer, secretary, treasurer and director. We anticipate that we will
be conducting most of our business through agreements with consultants and third
parties. Neither Mr. Tocher nor Mr. Barley has an employment agreement with
us.

18

---

*E.*             
*Share Ownership*

As of December 31, 2009, there were 51,313,366 common shares of
our company issued and outstanding. Of the shares issued and outstanding on that
date, our directors and officers owned the following common shares:

|Name and Address of Beneficial Owner                                               | Position Held With the Company                                               | Amount and Nature of Beneficial
      Ownership(1) | Percentage of Class(2)
|---------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | -------------------------------------------------- | ----------------------
|Ross J. Tocher 
      780-333 Seymour Street 
      Vancouver, BC V6B 5A6          | President and Chief
      Executive Officer                                  | 29,387,895                                         | 57.3%                 
|J. Stephen Barley 
      780-333 Seymour Street 
      Vancouver,
      BC V6B 5A6 | Secretary, Treasurer,
      Chief Financial
      Officer
      and Director | 25,000                                             | 0.05%                 
|Directors and Executive Officers as a Group
      (twopersons)                     |                                                                              | 29,412,895                                         | 57.3%                 

|(1) | Beneficial ownership is determined in accordance with the
      rules of the SEC and generally includes voting or investment power with
      respect to securities. Shares of common stock subject to options currently
      exercisable, or exercisable within 60 days of April 23, 2010 are deemed
      outstanding for computing the percentage of the person holding such option
      or warrant but are not deemed outstanding for computing the percentage of
      any other person. As of April 23, 2010, we had no options or warrants
      outstanding.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | Percentage based 51,313,366 shares of common stock
      outstanding on April 23, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

ITEM
7              
Major Shareholders and Related Party Transactions

*A.*             
*Major Shareholders*

There were 51,313,366 common shares issued and outstanding as
of April 23, 2010. The following table sets forth, as of April 23, 2010, persons
known to us to be the beneficial owner of more than five percent (5%) of our
common shares:

|Name of Beneficial Owner | Amount and Nature of Beneficial
      Ownership(1) | Percentage of Class(2)
|------------------------ | -------------------------------------------------- | ----------------------
|Ross J. Tocher           | 29,387,895                                         | 57.3%                 

|(1) | Beneficial ownership is determined in accordance with the
      rules of the SEC and generally includes voting or investment power with
      respect to securities. Shares of common stock subject to options currently
      exercisable, or exercisable within 60 days of April 23, 2010 are deemed
      outstanding for computing the percentage of the person holding such option
      or warrant but are not deemed outstanding for computing the percentage of
      any other person. As of April 23, 2010, we had no options or warrants
      outstanding.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | Percentage based 51,313,366 shares of common stock
      outstanding on April 23, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Our major shareholders do not have different voting rights.
There are no arrangements known to us, the operation of which may at a
subsequent date result in a change in the control of our company.

*B.*             
*Related Party Transactions*

For the year ended December 31, 2009, we carried out a number
of transactions with related parties in the normal course of business. These
transactions were recorded at their exchange amount, which is the amount of
consideration established and agreed to by the related parties.

The following are related party transactions and amounts owing
at December 31, 2009 that are not otherwise disclosed elsewhere:

19

---

| | (a) | We paid a management fee of $55,657 (2008 - $15,287; 2007
      - $9,000) to a company controlled by our director for the year ended
      December 31, 2009. The management services were on a month to month basis
      at $750 per month until September 30, 2008. On November 1, 2008, we
      entered into an agreement with the same party in which we agreed to pay
      $5,019 ($5,250 CAD) per month for management services on a month to month
      basis.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | As of December 31, 2009, accounts payable of $295 (2008 -
      $27,934; 2007 - $27,438) was owing to our director and $10,037 (2008 -
      $51,750; 2007 - $45,000) was owing to a company controlled by the same
      director.                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | Interest expensed relating to notes payable due to a
      company with a common director amounted to $5,327 (2008 - $6,868; 2007 -
      $5,309) for the year ended December 31, 2009.                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | Interest expensed relating to notes payable due to a
      company with a common officer amounted to $6,100 ( 2008 - $304; 2007 -
      Nil) for the year ended December 31, 2009.                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | On September 30, 2009, we entered into debt settlement
      agreements with holders of promissory notes and an assignment of debt
      pursuant to which 21,287,895 shares of our common stock were issued to
      companies with a common officer to settle debt totalling
  $319,318.                                                                                                                                                                               

These transactions were in the normal course of operations.

ITEM
8              
Financial Information

A. Financial Statements and Other Financial
Information

Our financial statements are stated in U.S. dollars and are
prepared in accordance with US GAAP.

Financial Statements filed as part of this Annual
Report

- Independent Auditors Report of Morgan & Company dated April 26,
      2010;
- Report of Independent Registered Public Accounting Firm, Morgan & Company,
      dated April 26, 2010;
- Balance Sheets at December 31, 2009 and 2008;
- Statements of Operations and Comprehensive Loss for the years ended December
      31, 2009, 2008 and 2007,
      and for the period October 5, 2000 (Date of Inception) to December 31, 2009;
- Statements of Cash Flows for the years ended December 31,
      2009, 2008 and 2007,
      and for the period October 5, 2000 (Date of Inception) to December 31, 2009;
- Statement of Shareholders Equity (Deficiency) from October 5, 2000
      (Date of Inception) to December 31, 2009; and
- Notes to the Audited Financial Statements.

The audited financial statements for the years ended December
  31, 2009, 2008 and
  2007 can be found under Item 18 Financial Statements.

*B.*             
*Significant Changes*

No significant change has occurred since the date of our annual
financial statements for the financial year ended December 31, 2009.

20

---

ITEM
9              
The Offer and Listing

*A.*             
*Offer and Listing Details*

Our common shares are quoted on the OTC Bulletin Board under
the trading symbol TUSMF.OB. Our shares have been quoted on the OTC Bulletin
Board since October 2001. There have been no trades in our shares of common
stock since January 1, 2003.

*B.*             
*Plan of Distribution*

Not applicable.

*C.*             
*Markets*

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

*D.*             
*Selling Shareholders*

Not applicable.

*E.*             
*Dilution*

Not applicable.

*F.*             
*Expenses of the Issue*

Not applicable.

ITEM
10              
Additional Information

*A.*             
*Share Capital*

Not applicable.

*B.*             
*Memorandum and Articles of Association*

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

*C.*              *Material Contracts*

We have not entered into any material contracts during the last
twenty-four months.

*D.*              *Exchange Controls*

There are:

- no governmental laws, decrees or regulations in Cayman Islands that
  restrict the export or import of capital, including dividend and other
  payments to holders of shares who are not residents of the Cayman Islands,
  provided that such holders are not resident in countries subject to certain
  sanctions by the United Nations or the European Union; and
- limitations on the right of non-resident or foreign owners imposed by
  Cayman Island law or our Memorandum of Association to hold or vote our shares.

21

---

*E.*             
*Taxation*

Material Cayman Islands Taxation

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

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

Material United States Federal Income Tax
Consequences

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

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

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

*U.S. Holders*

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

22

---

*Distributions*

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

*Capital Gains*

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

*Foreign Tax Credit*

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

*Passive Foreign Investment Corporation*

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

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

23

---

*F.*             
*Dividends and Paying Agents*

Not applicable.

*G.*             
*Statements by Experts*

Not applicable.

*H.*             
*Documents on Display*

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

*I.*             
*Subsidiary Information*

As at the date of this annual report, we do not have any
subsidiaries.

ITEM
11              
Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM
12              
Description of Securities Other Than Equity Securities

Not applicable.

PART II

ITEM
13              
Defaults, Dividend Arrearages and Delinquencies

Not applicable.

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

Not applicable.

ITEM
15              
Controls and Procedures

See item 15T below.

ITEM
15T.            CONTROLS
AND PROCEDURESDisclosure Controls and Procedures

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934 (the
Exchange Act) is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include controls and procedures designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is accumulated and communicated to management
to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, our management, with the participation of our president (our
principal executive officer) and our chief financial officer (our principal
financial officer and principal accounting officer) evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by
this annual report, being December 31, 2009. Our president and our chief
financial officer evaluated our companys disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as
of December 31, 2009.

24

---

Based on this evaluation, these officers concluded that, as of
December 31, 2009, these disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by our company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities Exchange Commission. The conclusion that our disclosure
controls and procedures were not effective was due to the presence of material
weaknesses in internal control over financial reporting as identified below
under the heading Managements Annual Report on Internal Control Over Financial
Reporting. Management anticipates that such disclosure controls and procedures
will not be effective until the material weaknesses are remediated.

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

Managements Annual Report on Internal Control over
Financial Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. The term internal control
over financial reporting is defined as a process designed by, or under the
supervision of, an issuers principal executive and principal financial
officers, or persons performing similar functions, and effected by the issuers
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that:

| | (1) | pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the issuer;                                                                                                                                                                                           
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                    
| | (2) | provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the issuer are being made only in accordance
      with authorizations of management and directors of the issuer;
  and
| |     |                                                                                                                                                                                                                                                                                                                                                                    
| | (3) | provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, or use or disposition of the
      issuers assets that could have a material effect on the financial
      statements.                                                                                                                                   

Under the supervision of our president, being our principal
executive officer, and our chief financial officer, being our principal
financial officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of December 31, 2009 using the
criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation, our
management concluded our internal control over financial reporting was not
effective as at December 31, 2009.

A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of our companys annual or
interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2009, we determined that there were
control deficiencies that constituted material weaknesses which are indicative
of many small companies with small staff, such as:

| | (1) | inadequate segregation of duties and effective risk
      assessment;                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                             
| | (2) | insufficient written policies and procedures for
      accounting and financial reporting with respect to the requirements and
      application of both generally accepted accounting principles in the United
      States and guidelines of the Securities and Exchange Commission;
  and

25

---

| | (3) | inadequate security and restricted access to computers,
      including insufficient disaster recovery plans.
| | --- | -------------------------------------------------------------------------------------------------------------

These control deficiencies resulted in a reasonable possibility
that a material misstatement of the annual or interim financial statements could
not have been prevented or detected on a timely basis. As a result of the
material weaknesses described above, we concluded that we did not maintain
effective internal control over financial reporting as of December 31, 2009,
based on criteria established in Internal ControlIntegrated Frameworkissued by COSO. Our management is currently evaluating remediation plans for
the above deficiencies. During the period covered by this annual report on Form
10-K, we have not been able to remediate the weaknesses described above.
However, we plan to take steps to enhance and improve the design of our internal
control over financial reporting.

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

Changes in Internal Controls

There was no change in our internal control over financial
reporting identified in connection with the evaluation of our internal control
over financial reporting described above that occurred during our most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

Attestation Report of Registered Public Accounting
Firm

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

ITEM
16              
[Reserved]

ITEM
16A            Audit Committee Financial Expert

Our board of directors has determined that it does not have an
audit committee member that qualifies as an audit committee financial expert
as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit
committee member is capable of analyzing and evaluating our financial statements
and understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an audit committee financial expert would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated revenues to date.

National Instrument 52-110

We are a reporting issuer in the Province of British Columbia.
National Instrument 52-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning the constitution of our audit committee and our
relationship with our independent auditor. As defined in National Instrument
52-110, as we have only one director, who is also an officer of our company and
is the sole member of our audit committee, we have no independent directors. For
a description of the education and experience of our director that is relevant
to the performance of his responsibilities as audit committee member, please see
the disclosure under the heading Item 6. Directors, Senior Management and
Employees.

J. Stephen Barley, the sole member of our audit committee, is
financially literate, as defined in National Instrument 52-110, as he has the
industry experience necessary to understand and analyze financial statements of
our company, as well as the understanding of internal controls and procedures
necessary for financial reporting.

The audit committee is responsible for review of both interim
and annual financial statements for our company. For the purposes of performing
their duties, the members of the audit committee have the right at all times, to
inspect all the books and financial records of our company and any subsidiaries
and to discuss with management and the external auditors of our company any accounts, records and
matters relating to the financial statements of our company.

26

---

Since the commencement of our companys most recently completed
financial year, our companys board of directors has not failed to adopt a
recommendation of the audit committee to nominate or compensate an external
auditor.

Since the commencement of our companys most recently completed
financial year, our company has not relied on the exemptions contained in
sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis
Non-audit Services)provides an exemption from the requirement that the
audit committee must pre-approve all non-audit services to be provided by the
auditor, where the total amount of fees related to the non-audit services are
not expected to exceed 5% of the total fees payable to the auditor in the fiscal
year in which the non-audit services were provided. Section 8 (Exemptions)permits a company to apply to a securities regulatory authority for an
exemption from the requirements of National Instrument 52-110 in whole or in
part.

The audit committee has adopted specific policies and
procedures for the engagement of non-audit services as set out in the Audit
Committee Charter of our company. A copy of our companys Audit Committee
Charter was filed as Exhibit 10.7 to our annual report on Form 10-K for the year
ended December 31, 2008. We will provide a copy of the Audit Committee Charter
to any person without charge, upon request. Requests can be sent to: Tuscany
Minerals Ltd., 780  333 Seymour Street, Vancouver, British Columbia V6B
5A6.

National Instrument 58-110

We are a reporting issuer in the Province of British Columbia.
National Instrument 58-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning corporate governance disclosure.

Board of Directors

Our board of directors currently acts with only one member,
being J. Stephen Barley. We have determined that Mr. Barley is not independent
as that term is defined in National Instrument 52-110 due to the fact that he is
also the chief financial officer, secretary and treasurer of our company.

Our board of directors facilitates its exercise of independent
supervision over management by endorsing the guidelines for responsibilities of
the board as set out by regulatory authorities on corporate governance in Canada
and the United States. Our boards primary responsibilities are to supervise the
management of our company, to establish an appropriate corporate governance
system, and to set a tone of high professional and ethical standards.

The board is also responsible for:

- selecting and assessing members of the board;
- choosing, assessing and compensating the president, secretary and treasurer
  of our company, approving the compensation of all executive officers and
  ensuring that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our companys internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and

27

---

- reviewing and approving any other issues which, in the view of the board
  or management, may require board scrutiny.

Directorships

Our director is currently a director of the following other
reporting issuers:

|Name of Company                  | Exchange            
|-------------------------------- | --------------------
|ReMac Zinc Corp.                 | TSX Venture Exchange
|Calypso Uranium Corp.            | TSX Venture Exchange
|Enterprise Energy Resources Ltd. | TSX Venture Exchange
|Palo Duro Energy Inc.            | TSX Venture Exchange
|Thor Explorations Ltd.           | TSX Venture Exchange
|Redhawk Resources Inc.           | TSX Venture Exchange
|ICN Resources Ltd.               | TSX Venture Exchange

Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role of the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform them of the information
required to carry out their responsibilities as a board member. This information
includes the most recent board approved budget, the most recent annual report,
the audited financial statements and copies of the interim quarterly financial
statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his or her obligations as directors.

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

Assessments

The board intends that, in the event that we appoint additional
directors, individual director assessments be conducted by other directors,
taking into account each directors contributions at board meetings, service on
committees, experience base, and their general ability to contribute to one or
more of our companys major needs. However, until additional directors are
appointed, and due to our stage of development and our need to deal with other
urgent priorities, the board has not yet implemented such a process of
assessment.

ITEM 16B              Code of Ethics

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

28

---

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

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

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

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

ITEM
16C              
Principal Accountant Fees and Services

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

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

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

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

Our current independent public accountants provided audit and
other services during the fiscal years ended December 31, 2009, 2008 ,  and 2007  as
follows:

29

---

|                   |  | 2009   |  |  | 2008   |  |  | 2007   | 
|------------------ |  | ------ |  |  | ------ |  |  | ------ | 
|                   |  | ($)    |  |  | ($)    |  |  | ($)    | 
|Audit Fees         |  | 22,200 |  |  | 17,950 |  |  | 12,384 | 
|Audit-Related Fees |  | 4,450  |  |  | -      |  |  | -      | 
|Tax Fees           |  | -      |  |  | 1,359  |  |  | -      | 
|All Other Fees     |  | -      |  |  | -      |  |  | -      | 
|Total Fees         |  | 26,650 |  |  | 19,309 |  |  | 12,384 | 

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

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

- approved by our audit committee (which consists of our entire board of
  directors); or
- entered into pursuant to pre-approval policies and procedures established
  by our board, provided the policies and procedures are detailed as to the
  particular service, our board is informed of each service, and such policies
  and procedures do not include delegation of the board of directors
  responsibilities to management.

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

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

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

Not Applicable.

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

Not Applicable.

ITEM
16F              
Change in Registrants Certifying Accounting

Not Applicable.

ITEM
16G              
Corporate Governance

Not Applicable.

PART III

ITEM
17              
Financial Statements

Refer to Item 18 - Financial Statements.

30

---

ITEM
18              
Financial Statements

Financial Statements Filed as Part of this Annual
Report:

- Independent Auditors Report of Morgan & Company dated April 26, 2010
  on the Financial Statements as at December 31, 2009, 2008, and 2007;
- Report of Independent Registered Public Accounting Firm, Morgan &
  Company, dated April 26, 2010;
- Balance Sheets at December 31, 2009 and 2008;
- Statements of Operations and Comprehensive Loss for the years ended
  December 31, 2009, 2008 and 2007 and for the period October 5, 2000 (Date of
  Inception) to December 31, 2009;
- Statements of Cash Flows for the years ended December 31, 2009, 2008 and
  2007 and for the period October 5, 2000 (Date of Inception) to December 31,
  2009;
- Statement of Shareholders Equity (Deficiency) from October 5, 2000 (Date
  of Inception) to December 31, 2009; and
- Notes to Audited Financial Statements.

31

---

TUSCANY MINERALS LTD. (An Exploration Stage
Company)

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2009, 2008, and 2007 (Stated in U.S.
Dollars)

32

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

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

We have audited the accompanying balance sheets of Tuscany
Minerals Ltd. (an exploration stage company) as of December 31, 2009 and 2008,
and the related statements of operations and cash flows for each of the three  years in the period ended December 31, 2009, and for the cumulative period from
October 5, 2000 (date of inception) to December 31, 2009, and stockholders
equity (deficiency) for the cumulative period from October 5, 2000 (date of
inception) to December 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2009 and 2008, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2009, and for
the cumulative period from October 5, 2000 (date of inception) to December 31,
2009, in conformity with United States generally accepted accounting
principles.

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

Vancouver, Canada

|               | Morgan & Company   
|-------------- | ---------------------
|               |                      
|April 26, 2010 | Chartered Accountants

33

---

|TUSCANY MINERALS LTD.         
|------------------------------
|(An Exploration Stage Company)
|                              
|BALANCE SHEETS                
|(Stated in U.S. Dollars)      

|                                                                  |   | DECEMBER 31 |  
|----------------------------------------------------------------- | - | ----------- | -
|                                                                  |   | 2009        |  
|ASSETS                                                            |   |             |  
|Current                                                           |   |             |  
|Cash                                                              | $ | 1,433       |  
|LIABILITIES                                                       |   |             |  
|Current                                                           |   |             |  
|Accounts payable
      and accrued liabilities (Note 6)           | $ | 25,191      |  
|Notes and accrued interest payable (Note 4)                       |   | 14,995      |  
|Promissory note
      and accrued interest payable (Note 5 and 6) |   | 256,844     |  
|                                                                  |   | 297,030     |  
|STOCKHOLDERS DEFICIENCY                                          |   |             |  
|Capital Stock(Note 8)                                             |   | 51,313      |  
|Additional Paid-in Capital                                        |   | 606,317     |  
|Deficit Accumulated During The
      Exploration Stage            |   | (953,227    | )
|                                                                  |   | (295,597    | )
|                                                                  |   |             |  
|                                                                  | $ | 1,433       |  

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

34

---

|TUSCANY MINERALS LTD.         
|------------------------------
|(An Exploration Stage Company)
|STATEMENTS OF OPERATIONS      
|(Stated in U.S. Dollars)      

|                                                           |   |              |   |   |            |   |  |            |   |   | PERIOD FROM |  
|---------------------------------------------------------- | - | ------------ | - | - | ---------- | - |  | ---------- | - | - | ----------- | -
|                                                           |   |              |   |   |            |   |  |            |   |   | DATE OF     |  
|                                                           |   |              |   |   |            |   |  |            |   |   | INCEPTION   |  
|                                                           |   |              |   |   |            |   |  |            |   |   | OCTOBER 5   |  
|                                                           |   | YEAR ENDED   |   |   | 2000 TO    |  
|                                                           |   | DECEMBER 31, |   |   | DECEMBER   |  
|                                                           |   |              |   |   |            |   |  |            |   |   | 31,         |  
|                                                           |   | 2009         |   |   | 2008       |   |  | 2007       |   |   | 2009        |  
|                                                           |   |              |   |   |            |   |  |            |   |   |             |  
|Expenses                                                   |   |              |   |   |            |   |  |            |   |   |             |  
|Consulting fee                                             | $ | -            |   | $ | -          |   |  | -          |   | $ | 3,193       |  
|Filing and stock transfer fees                             |   | 8,088        |   |   | 2,801      |   |  | 1,258      |   |   | 16,180      |  
|Interest (note 6)                                          |   | 34,311       |   |   | 31,045     |   |  | 27,743     |   |   | 194,229     |  
|Management fee (Note 6)                                    |   | 55,657       |   |   | 15,287     |   |  | 9,000      |   |   | 134,694     |  
|Mineral property exploration expenditure                   |   | -            |   |   | -          |   |  | -          |   |   | 8,500       |  
|Mineral property option payment                            |   | -            |   |   | -          |   |  | -          |   |   | 3,428       |  
|Office and sundry                                          |   | 3,968        |   |   | 645        |   |  | 2,388      |   |   | 10,489      |  
|Loss on debt settlement foreign
      exchange             |   | 18,456       |   |   | -          |   |  | -          |   |   | 18,456      |  
|Oil and gas property exploration expenditures              |   | -            |   |   | -          |   |  | -          |   |   | 202,686     |  
|Professional fees                                          |   | 106,444      |   |   | 54,634     |   |  | 33,802     |   |   | 322,884     |  
|Travel and business development                            |   | -            |   |   | -          |   |  | -          |   |   | 38,488      |  
|                                                           |   | 226,924      |   |   | 104,412    |   |  | 74,191     |   |   | 953,227     |  
|                                                           |   |              |   |   |            |   |  |            |   |   |             |  
|Net Loss For The Period                                    | $ | (226,924     | ) | $ | (104,412   | ) |  | (74,191    | ) | $ | (953,227    | )
|                                                           |   |              |   |   |            |   |  |            |   |   |             |  
|Basic And Diluted Loss Per Common Share                    | $ | (0.01        | ) | $ | (0.01      | ) |  | (0.01      | ) |   |             |  
|                                                           |   |              |   |   |            |   |  |            |   |   |             |  
|                                                           |   |              |   |   |            |   |  |            |   |   |             |  
|Weighted Average
      Number Of Common Shares Outstanding |   | 22,311,517   |   |   | 12,538,000 |   |  | 12,538,000 |   |   |             |  

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

35

---

|TUSCANY MINERALS LTD.         
|------------------------------
|(An Exploration Stage Company)
|STATEMENTS OF CASH FLOWS      
|(Stated in U.S. Dollars)      

|                                                                                            |   |              |   |   |              |   |  |         |   |   | PERIOD FROM |  
|------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - |  | ------- | - | - | ----------- | -
|                                                                                            |   |              |   |   |              |   |  |         |   |   | DATE OF     |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   | INCEPTION   |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   | OCTOBER 5,  |  
|                                                                                            |   | YEAR ENDED   |   |   | 2000 TO      |  
|                                                                                            |   | DECEMBER 31, |   |   | DECEMBER 31, |  
|                                                                                            |   | 2009         |   |   | 2008         |   |  | 2007    |   |   | 2009        |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Cash Flows (Used In) Provided By: Operating
      Activities                                |   |              |   |   |              |   |  |         |   |   |             |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Net loss for the period                                                                     | $ | (226,924     | ) | $ | (104,412     | ) |  | (74,191 | ) | $ | (953,227    | )
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Adjustment to reconcile net loss to net cash
      
          used by operating activities: |   |              |   |   |              |   |  |         |   |   |             |  
|Loss
      on debt settlement foreign exchange                                              |   | 18,456       |   |   | -            |   |  | -       |   |   | 18,456      |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Changes in non-cash operating working capital items:                                        |   |              |   |   |              |   |  |         |   |   |             |  
|Accounts
      payable and accrued liabilities                                              |   | 7,691        |   |   | 17,345       |   |  | 8,493   |   |   | 116,847     |  
|Accrued
      interest payable                                                              |   | 34,311       |   |   | 31,045       |   |  | 27,743  |   |   | 194,229     |  
|                                                                                            |   | (166,466     | ) |   | (56,022      | ) |  | (37,955 | ) |   | (623,695    | )
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Financing Activities                                                                        |   |              |   |   |              |   |  |         |   |   |             |  
|Proceeds from notes payable                                                                 |   | 167,240      |   |   | 55,447       |   |  | 38,793  |   |   | 353,078     |  
|Proceeds from promissory note payable                                                       |   | -            |   |   | -            |   |  | -       |   |   | 196,050     |  
|Issuance of common shares                                                                   |   | -            |   |   | -            |   |  | -       |   |   | 76,000      |  
|                                                                                            |   | 167,240      |   |   | 55,447       |   |  | 38,793  |   |   | 625,128     |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Net Increase (Decrease) In Cash                                                             |   | 774          |   |   | (575         | ) |  | 838     |   |   | 1,433       |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Cash, Beginning Of Period                                                                   |   | 659          |   |   | 1,234        |   |  | 396     |   |   | -           |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Cash, End Of Period                                                                         | $ | 1,433        |   | $ | 659          |   |  | 1,234   |   | $ | 1,433       |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Non-cash Financing Activities                                                               |   |              |   |   |              |   |  |         |   |   |             |  
|Common stock issued to settle
      debt (Note 8b))                                         | $ | 581,630      |   | $ | -            |   |  | -       |   | $ | 581,630     |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|                                                                                            |   |              |   |   |              |   |  |         |   |   |             |  
|Supplemental Disclosure of Cash Flow Information                                            |   |              |   |   |              |   |  |         |   |  
|Interest paid                                                                               | $ | -            |   | $ | -            |   |  | -       |   | $ | -           |  
|Income
      taxes paid                                                                     | $ | -            |   | $ | -            |   |  | -       |   | $ | -           |  

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

- 36 -

---

|TUSCANY MINERALS, LTD.                                            
|------------------------------------------------------------------
|(An Exploration Stage Company)                                    
|                                                                  
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)                    
|PERIOD FROM INCEPTION, OCTOBER 5, 2000, TO DECEMBER 31,
      2009
|(Stated in U.S. Dollars)                                          

|                                                          |  | COMMON STOCK |  |   | DEFICIT |  |   |            |  |   |             |  
|--------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ---------- |  | - | ----------- | -
|                                                          |  | NUMBER       |  |   |         |  |   |            |  |   | ACCUMULATED |  
|                                                          |  | OF           |  |   |         |  |   | ADDITIONAL |  |   | DURING THE  |  
|                                                          |  | COMMON       |  |   | PAR     |  |   | PAID-IN    |  |   | EXPLORATION |  
|                                                          |  | SHARES       |  |   | VALUE   |  |   | CAPITAL    |  |   | STAGE       |  
|                                                          |  |              |  |   |         |  |   |            |  |   |             |  
|November - Shares issued for cash at $0.001               |  | 6,500,000    |  | $ | 6,500   |  | $ | -          |  | $ | -           |  
|November - Shares issued for cash at $0.01                |  | 6,000,000    |  |   | 6,000   |  |   | 54,000     |  |   | -           |  
|December - Shares issued for cash at $0.25                |  | 38,000       |  |   | 38      |  |   | 9,462      |  |   | -           |  
|Translation adjustment                                    |  | -            |  |   | -       |  |   | -          |  |   | -           |  
|Net loss for the period                                   |  | -            |  |   | -       |  |   | -          |  |   | (7,310      | )
|Balance, December 31, 2000                                |  | 12,538,000   |  |   | 12,538  |  |   | 63,462     |  |   | (7,310      | )
|Translation adjustment                                    |  | -            |  |   | -       |  |   | -          |  |   | -           |  
|Net loss for the
      year                               |  | -            |  |   | -       |  |   | -          |  |   | (54,811     | )
|Balance, December 31, 2001                                |  | 12,538,000   |  |   | 12,538  |  |   | 63,462     |  |   | (62,121     | )
|Translation adjustment                                    |  | -            |  |   | -       |  |   | -          |  |   | -           |  
|Net loss for the year                                     |  | -            |  |   | -       |  |   | -          |  |   | (24,972     | )
|Balance, December 31, 2002                                |  | 12,538,000   |  |   | 12,538  |  |   | 63,462     |  |   | (87,093     | )
|Translation adjustment                                    |  | -            |  |   | -       |  |   | -          |  |   | -           |  
|Net loss for the
      year                               |  | -            |  |   | -       |  |   | -          |  |   | (271,508    | )
|Balance, December 31, 2003                                |  | 12,538,000   |  |   | 12,538  |  |   | 63,462     |  |   | (358,601    | )
|Translation adjustment                                    |  | -            |  |   | -       |  |   | -          |  |   | -           |  
|Net loss for the year                                     |  | -            |  |   | -       |  |   | -          |  |   | (72,049     | )
|Balance, December 31, 2004                                |  | 12,538,000   |  |   | 12,538  |  |   | 63,462     |  |   | (430,650    | )
|Net loss for the year                                     |  | -            |  |   | -       |  |   | -          |  |   | (49,562     | )
|Balance, December 31, 2005                                |  | 12,538,000   |  |   | 12,538  |  |   | 63,462     |  |   | (480,212    | )
|Net loss for the year                                     |  | -            |  |   | -       |  |   | -          |  |   | (67,488     | )
|Balance, December 31, 2006                                |  | 0            |  |   | 0       |  |   | 0          |  |   | (547,700    | )
|Net loss for the year                                     |  | -            |  |   | -       |  |   | -          |  |   | (74,191     | )
|Balance, December 31, 2007                                |  | 0            |  |   | 0       |  |   | 0          |  |   | (621,891    | )
|Net loss for the year                                     |  | -            |  |   | -       |  |   | -          |  |   | (104,412    | )
|Balance, December 31, 2008                                |  | 0            |  |   | 0       |  |   | 0          |  |   | (726,303    | )
|                                                          |  |              |  |   |         |  |   |            |  |   |             |  
|September - Shares issued for settling debt
    at $0.015 |  | 38,775,366   |  |   | 38,775  |  |   | 542,855    |  |   | -           |  
|Net loss for the year                                     |  |              |  |   |         |  |   |            |  |   | (226,924    | )
|Balance, December 31, 2009                                |  | 51,313,366   |  | $ | 51,313  |  | $ | 606,317    |  | $ | (953,297    | )

- 37 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|1. | NATURE OF OPERATIONS AND GOING CONCERN
|-- | --------------------------------------

| | a) | Organization
| | -- | ------------

The Company was incorporated in the
State of Nevada, U.S.A., on October 5, 2000. The Companys principal executive
officers are in Vancouver, British Columbia, Canada.

On May 17, 2006, the Company
incorporated a wholly-owned Washington subsidiary for the sole purpose of
redomiciling to the State of Washington through a merger with its subsidiary.
Effective June 26, 2006, the Company merged with and into its subsidiary,
Tuscany Minerals, Ltd., a Washington company, with the surviving company being
Tuscany Minerals, Ltd., the Washington company. As a result of this transaction,
the Company redomiciled from the State of Nevada to the State of Washington. The
existing bylaws of Tuscany Minerals, Ltd., the Washington company, remained as
the bylaws of the surviving corporation.

Effective July 7, 2009, the Company
merged with another newly created subsidiary, Tuscany Minerals Ltd., a Wyoming company, with the
surviving company being Tuscany Minerals Ltd., the Wyoming company. Effective
July 28, 2009, the Company was issued a certificate of registration by way of
continuation by the Registrar of Companies of the Cayman Islands. As a result of
this transaction, the Company redomiciled to the Cayman Islands. At the same
time, the Company adopted a new memorandum of association and articles of
association in substitution of its existing constating documents. As a result of
the continuation, the Company became a foreign private issuer as defined in Rule
3b-4 promulgated under the Securities Exchange Act of 1934.

| | b) | Exploration Stage Activities
| | -- | ----------------------------

The Company has been in the exploration
stage since its formation and has not realized any revenues from its planned
operations. As at June 30, 2009 the Company is evaluating new opportunities in
both the mineral exploration business and in other industries unrelated to the
resource sector. The Company had previous exploration activities in the natural
gas and oil business in 2003 and in the acquisition and exploration of mining
properties prior to 2003.

| | c) | Going Concern
| | -- | -------------

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

As shown in the accompanying financial
statements, the Company has incurred a net loss of $953,227 for the period from
October 5, 2000 (inception) to December 31, 2009, has negative working capital, has a
stockholders deficiency and has no sales. The future of the Company is
dependent upon its ability to obtain adequate financing and upon future
profitable operations from the development of its business that it may acquire.
Management has plans to seek additional capital through a private placement and
public offering of any common stock and form the issuance of promissory notes.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

- 38 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES
|-- | --------------------------------------------

In June 2009, the Financial Accounting
Standards Board (FASB) issued its final Statement of Financial Accounting
Standards (SFAS) No. 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles, a replacement of
FASB Statement No. 162 (SFAS 168). SFAS 168 establishes the FASB Accounting
Standards Codification (Codification), which officially launched July 1,
2009, to become the source of authoritative U.S. generally accepted accounting
principles (GAAP) recognized by the FASB to be applied by non-governmental
entities, superseding existing FASB, American Institute of Certified Public
Accountants (AICPA), Emerging Issues Task Force (EITF), and related
accounting literature. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 recognizes the
previously issued GAAP pronouncements into accounting topics and displays them
using a consistent structure. The subsequent issuances of new standards will be
in the form of Accounting Standards Updates (ASU) that will be included in the
Codification. SFAS 168 is effective for the Company as of the year ended
December 31, 2009. As the Codification was not intended to change or alter
existing GAAP, it does not have an impact on the Companys financial statements.
The only impact is that references to authoritative accounting literature are in
accordance with the Codification. The Company has included in its disclosures
the Accounting Standards Codification (ASC) cross-reference along side the
references to the accounting standards issued and adopted prior to the adoption
of Codification.

The financial statements of the Company
have been prepared in accordance with generally accepted accounting principles
in the United States. Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates which have
been made using careful judgement.

The financial statements have, in
managements opinion, been properly prepared within reasonable limits of
materiality and within the framework of the significant accounting policies
summarized below:

| | a) | Exploration Stage Company
| | -- | -------------------------

The Company complies with Financial Accounting Standards Board (FASB) Statement No. 7 (codified in ASC Topic 915 entitled Development Stage Entities), and Securities and Exchange Commission (SEC) Act Guide 7 in its characterization as an exploration stage company.

| | b) | Mineral Property Interests
| | -- | --------------------------

Costs of acquisition, exploration,
carrying and retaining unproven mineral properties are expensed as incurred.

- 39 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | -----------------------------------------------------
|   |                                                      
|   | c)                                                   

Cash consists of cash on deposit with
high quality major financial institutions. The carrying amounts approximated
fair market value due to the liquidity of these deposits.

| | d) | Use of Estimates and Assumptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The preparation of financial statements in conformity
      with generally accepted accounting principles in the United States
      requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities, and disclosure of contingent
      assets and liabilities at the date of the financial statements, and the
      reported amounts of revenues and expenses for the reporting period. Actual
      results could differ from these estimates. The significant areas requiring
      managements estimates and assumptions include fair value of shares issued
      to settle debt, valuation allowance for income tax purposes and fair value
      measurement of financial instruments.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | e) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

The Companys functional currency is
the U.S. dollar. Transactions in foreign currency are translated in accordance
with SFAS 52, Foreign Currency Translation (codified in ASC Topic 830, Foreign
Currency Matters), into U.S. dollars and reporting as follows:

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

| | f) | Basic and Diluted Loss Per Share
| | -- | --------------------------------

The Company computes loss per share in
accordance with Statement of Financial Accounting Standards (SFAS) No. 128 
Earnings Per Share (codified in ASC Topic 260, Earnings Per Share). Under these
provisions, basic loss per share is computed using the weighted average number
of common stock outstanding during the periods. Diluted loss per share is
computed using the weighted average number of common and potentially dilutive
common stock outstanding during the period. As the Company generated net losses
in the period presented, the basic and diluted loss per share is the same as any
exercise of options or warrants would anti-dilutive.

- 40 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | -----------------------------------------------------

| | g) | Financial Instruments and Concentration of
    Risk
| | -- | ---------------------------------------------------

The Companys financial instruments
consist of cash on deposit, accounts payable and accrued liabilities, notes
payable and promissory note payable.

Management of the Company does not
believe that the Company is subject to significant interest, currency or credit
risks arising from these financial instruments. The respective carrying values
of financial instruments approximate their fair values. Fair values were assumed
to approximate carrying values since they are short-term in nature or they are
receivable or payable on demand.

| | h) | Income Taxes
| | -- | ------------

The Company has adopted SFAS No. 109 
Accounting for Income Taxes (codified in ASC Topic 740, Income Taxes). This standard
requires the use of an asset and liability approach for financial accounting,
and reporting on income taxes. If it is more likely than not that some portion
or all of a deferred tax asset will not be realized, a valuation allowance is
recognized.

Effective January 1, 2008, the
Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes(FIN 48), (codified in ASC Topic 740-10-25, Income Taxes).
FIN 48 prescribes recognition thresholds that must be met before a tax position
is recognized in the financial statements and provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. Under FIN 48, an entity may only recognize
or continue to recognize tax positions that meet a more likely than not
threshold. The Company did not make any adjustment to opening retained earnings
as a result of the implementation.

Based on its evaluation, the Company
has concluded that there are no significant uncertain tax positions requiring
recognition in its financial statements.

The Companys policy is to recognize
interest and penalties related to income tax issues as components of income tax
expense. The Company did not recognize or have any accrual for interest and
penalties relating to income taxes as of December 31, 2009 or 2008.

| | i) | Asset Retirement Obligations
| | -- | ----------------------------

The Company has adopted SFAS No. 143
(codified in ASC Topic 410 Asset Retirement Obligations), which requires that an asset
retirement obligation (ARO) associated with the retirement of a tangible
long-lived asset be recognized as a liability in the period which it is incurred
and becomes determinable, with an offsetting increase in the carrying amount of
the associated asset.

- 41 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | -----------------------------------------------------

| | i) | Asset Retirement Obligations
(Continued)
| | -- | ----------------------------------------

The cost of the tangible asset,
including the initially recognized ARO, is depleted, such that the cost of the
ARO is recognized over the useful life of the asset. The ARO is recorded at fair
value, and accretion expense is recognized over time as the discounted liability
is accreted to its expected settlement value. The fair value of the ARO is
measured using expected future cash flow, discounted at the Companys
credit-adjusted risk-free interest rate. To date, no asset
retirement obligation exists due to the early stage of exploration. Accordingly,
no liability has been recorded.

| | j) | Asset Impairment
| | -- | ----------------

Long-lived assets are tested for
recoverability whenever events or changes in circumstances indicate the carrying
amount may not be recoverable, pursuant to guidance established in SFAS No. 144,
Accounting for the Impairment or Disposal of Long-lived Assets (codified in
ASC Topic 360-50, Impairment or Disposal of Long-lived Assets). The Company determines
impairment by comparing the undiscounted future cash flows estimated to be
generated by its assets to their respective carrying amounts. If impairment is
deemed to exist the assets will be written down to fair value.

| | k) | Comprehensive Loss
| | -- | ------------------

SFAS 130, Reporting Comprehensive
Income, (codified in ASC Topic 220, Comprehensive Income) establishes
standards for the reporting and display of comprehensive loss and its components
in the financial statements. As at December 31, 2009 and 2008, the Company has
no items that represent a comprehensive loss and, therefore, has not included a
schedule of comprehensive loss in the financial statements.

| | l) | Common Share Non-Monetary
Consideration
| | -- | ---------------------------------------

In situations where common shares are
issued and the fair value of the goods or services received is readily
determinable, the fair value of the common shares is used to measure and record
the transaction. The fair value of the common shares issued in exchange for the
receipt of goods and services is based on the stock price as of the earliest
of:

| | i)   | the date at which the counterpartys performance is
      complete;                                              
| | ---- | -----------------------------------------------------------------------------------------------------------------
| | ii)  | the date at which a commitment for performance by the
      counterparty to earn the common shares is reached; or
| | iii) | the date at which the common shares are issued if they
      are fully vested and non-forfeitable at that date.  

- 42 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | -----------------------------------------------------

| | m) | New authoritative accounting guidance under FASB ASC
      Topic 855, Subsequent Events, establishes general standards of
      accounting for and disclosure of events that occur after the balance sheet
      date but before financial statements are issued or available to be issued.
      FASB ASC Topic 855 defines (i) the period after the balance sheet date
      during which a reporting entitys management should evaluate events or
      transactions that may occur for potential recognition or disclosure in the
      financial statements, (ii) the circumstances under which an entity should
      recognize events or transactions occurring after the balance sheet date in
      its financial statements, and (iii) the disclosures an entity should make
      about events or transactions that occurred after the balance sheet date.
      The new authoritative accounting guidance under FASB ASC Topic 855 became
      effective for the Companys financial statements for periods ending after
      June 15, 2009 and did not have a significant impact on the Companys
      financial statements.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | n) | In August 2009, the FASB issued an update of ASC Topic
      820, Measuring Liabilities at Fair Value. The new guidance provides
      clarification that in circumstances in which a quoted price in an active
      market for the identical liability is not available, a reporting entity is
      required to measure fair value using prescribed techniques. The Company
      adopted the new guidance in the third quarter of 2009. The adoption of
      this standard did not have a significant impact on the Companys financial
      position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|3. | RECENT ACCOUNTING
      PRONOUNCEMENTS
|-- | --------------------------------------

| | In October 2009, the FASB issued ASU No. 2009-13, Revenue
      Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a
      consensus of the FASB Emerging Issues Task Force) which amends ASC 605-25,
      Revenue Recognition: Multiple-Element Arrangements. ASU No. 2009-13
      addresses how to determine whether an arrangement involving multiple
      deliverables contains more than one unit of accounting and how to allocate
      consideration to each unit of accounting in the arrangement. This ASU
      replaces all references to fair value as the measurement criteria with the
      term selling price and establishes a hierarchy for determining the selling
      price of a deliverable. ASU No. 2009-13 also eliminates the use of the
      residual value method for determining the allocation of arrangement
      consideration. Additionally, ASU No. 2009-13 requires expanded
      disclosures. This ASU will become effective for the Company for revenue
      arrangements entered into or materially modified on or after December 1,
      2011. Earlier application is permitted with required transition
      disclosures based on the period of adoption. The Company is currently
      evaluating the application date and the impact of this standard on its
      financial statements.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 43 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|4. | NOTES AND ACCRUED INTEREST
  PAYABLE
|-- | ------------------------------------

Notes payable balance at December 31,
2009 is $14,995 (2008 - $221,119), including accrued interest of
$228 (2008 - $35,282). All notes payable were uncollateralized, payable on demand, and
bore interest at 8% per annum.

On September 30, 2009, the Company
entered into debt settlement agreements with the notes payable holders
aggregating $407,191 for 27,146,092 shares in the Companys common stock (Note
8).

Interest expense for the year ended December 31, 2009
amounted to $15,372 (2008 - $12,055; 2007 - $8,804).

At December 31, 2009, $14,995 (2008 -
      $109,774) of the notes payable and accrued interest are due to a company
with a common director.

|5. | PROMISSORY NOTE AND ACCRUED INTEREST
      PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | At December 31, 2009 the promissory note of $196,050
      (2008 - $196,050) bore interest at 8% per annum and was
      repayable in full on January 28, 2004.                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company had entered into various loan extension
      agreements since the initial due date, including a required balloon payout
      amount of $25,000. At December 31, 2009, the expiry date is January 28,
      2010. Since advancement of funds to December 31, 2009 interest has been
      accrued of $35,794 (2008- $99,637). Interest expensed for the
      year ended December 31, 2009 amounted to $18,939 (2008 -
      $18,991; 2007 - $18,393).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On September 30, 2009 the Company entered into a debt
      settlement agreement to settle $82,782 of the total accrued interest for
      5,518,778 shares in the Companys common stock (Note 8). After the debt
      settlement agreement, the total accrued interest to December 31, 2009 was
      $35,794 (2008- $99,637).                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | RELATED PARTY TRANSACTIONS AND AMOUNTS
      OWING                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | For the year ended December 31, 2009, 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.                                                                                                                                            

- 44 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|6. | RELATED PARTY TRANSACTIONS AND AMOUNTS OWING(Continued)                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                          
|   | The following are related party transactions and amounts
      owing at December 31, 2009 that are not otherwise disclosed
    elsewhere:
|   |                                                                                                                                          
|   | a)                                                                                                                                       
|   |                                                                                                                                          
|   | b)                                                                                                                                       
|   |                                                                                                                                          
|   | c)                                                                                                                                       
|   |                                                                                                                                          
|   | d)                                                                                                                                       
|   |                                                                                                                                          
|   | e)                                                                                                                                       
|   |                                                                                                                                          
|7. | INCOME TAXES                                                                                                                             

The provision for income taxes differs
from the result which would be obtained by applying the statutory income tax
rate of 34% (2008  34%) to income before income taxes. The difference results
from the following items:

| |                                          |   | 2009    |   |   | 2008    |   |   | 2007    |  
| | ---------------------------------------- | - | ------- | - | - | ------- | - | - | ------- | -
| |                                          |   |         |   |   |         |   | $ |         |  
| | Computed expected (benefit) income taxes | $ | (77,100 | ) | $ | (35,500 | ) |   | (25,200 | )
| | Increase in valuation allowance          |   | 77,100  |   |   | 35,500  |   |   | 25,200  |  
| |                                          | $ | -       |   | $ | -       |   | $ | -       |  

- 45 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|7. | INCOME TAXES (Continued)
|-- | ------------------------

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

| |                           |   | 2009     |   |   | 2008     |   |  | 2007     |  
| | ------------------------- | - | -------- | - | - | -------- | - |  | -------- | -
| |                           |   |          |   |   |          |   |  |          |  
| | Deferred income tax asset | $ | 323,100  |   | $ | (246,900 | ) |  | (211,400 | )
| | Valuation allowance       |   | (323,100 | ) |   | 246,900  |   |  | 211,400  |  
| |                           | $ | -        |   | $ | -        |   |  | -        |  

The Company has net mineral operating
losses of approximately $953,227 (2008 - $726,303), which if unutilized, will expire through to
2029. Future tax benefits, which may arise as a result of these losses, have not
been recognized in these financial statements and have been offset by a
valuation allowance.

|8. | CAPITAL STOCK
|-- | -------------
|   |              
|   | a)           
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   | b)           
|   |              
|   |              

| |                  |   | $       |  |   | SHARES     | 
| | ---------------- | - | ------- |  | - | ---------- | 
| |                  |   |         |  |   |            | 
| | Accounts payable | $ | 91,657  |  | $ | 6,110,496  | 
| | Notes payable    |   | 407,191 |  |   | 27,146,092 | 
| | Promissory note  |   | 82,782  |  |   | 5,518,778  | 
| |                  | $ | 581,630 |  | $ | 38,775,366 | 

- 46 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|9.  | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The Company has no significant commitments or contractual
      obligations with any parties respecting executive compensation, consulting
      arrangements, rental premises or other matters. Management services
      provided are on a month to month basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10. | FAIR VALUE  MEASUREMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Fair value is defined as the exchange price that would be
      received for an asset or paid to transfer a liability (an exit price) in
      the principal or most advantageous market for the asset or liability in an
      orderly transaction between market participants on the measurement date.
      U.S. GAAP requires that valuation techniques maximize the use of
      observable inputs and minimize the use of unobservable inputs. ASC Topic 820-10 Fair Value Measurementsalso establishes a fair value hierarchy
      which prioritizes the valuation inputs into three broad levels. Based on
      the underlying inputs, each fair value measurement in its entirety is
      reported in one of the three levels. These levels are:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Level 1 - Valuation is based upon quoted prices for
      identical instruments traded in active markets. Level 1 assets and
      liabilities include debt and equity securities traded in an active
      exchange market, as well as U.S. Treasury securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Level 2 - Valuation is based upon quoted prices for
      similar instruments in active markets, quoted prices for identical or
      similar instruments in markets that are not active, and model based
      valuation techniques for which all significant assumptions are observable
      in the market or can be corroborated by observable market data for
      substantially the full term of the assets or liabilities.                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Level 3 - Valuation is determined using model-based
      techniques with significant assumptions not observable in the
      market.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Assets and Liabilities Measured at Fair
Value on a Recurring Basis

The
Company has no assets or liabilities subject to recurring measurement.

Assets and Liabilities Measured at Fair
Value on a Nonrecurring Basis

The Company
has no assets or liabilities subject to non-recurring measurement.

- 47 -

---

|TUSCANY MINERALS LTD.                       
|--------------------------------------------
|(An Exploration Stage Company)              
|                                            
|NOTES TO FINANCIAL STATEMENTS               
|                                            
|YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
|(Stated in U.S. Dollars)                    

|10. | FAIR VALUE  MEASUREMENTS (Continued)
|--- | ------------------------------------

Fair Value of Financial Instruments

The following table
reflects the fair value of financial instruments:

| |                                                |  | FAIR VALUE INPUT LEVEL |  |                 | December 31, 2009 |  |                      | December 31, 2008 | 
| | ---------------------------------------------- |  | ---------------------- |  | --------------- | ----------------- |  | -------------------- | ----------------- | 
| |                                                |  |                        |  | Carrying Amount |                   |  | Estimated Fair Value |                   | 
| | Financial Assets:                              |  |                        |  |                 |                   |  |                      |                   | 
| | Cash                                           |  | Level 1                |  | $               | 1,433             |  | $                    | 1,433             | 
| | Financial Liabilities:                         |  |                        |  |                 |                   |  |                      |                   | 
| | Accounts
      payable and accrued liabilities |  | Level 2                |  |                 | 25,191            |  |                      | 25,191            | 
| | Notes and accrued
      interest payable       |  | Level 2                |  |                 | 14,995            |  |                      | 14,995            | 
| | Promissory note and accrued interest payable   |  | Level 2                |  |                 | 256,844           |  |                      | 256,844           | 

|    | Due to the relatively short term nature of cash, accounts
      payable and accrued liabilities, and notes and promissory note payable,
      the fair value of these instruments approximates their carrying value.
      Notes and promissory note are recorded at estimated fair value on issue
      and at amortized cost on an ongoing basis. The carrying amount of the
      Companys note debt approximates the fair value.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Management has evaluated subsequent events through April 26, 2010 and has determined that there are no reportable events except for the following:                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                   

- 48 -

---

ITEM 19              Exhibits

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

|Exhibit Number | Description of Exhibit                                                                                                                                                                                                                                                         
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1            | Articles of Incorporation (incorporated by
      reference from Exhibit 3.1 to our registration statement on Form SB-2, as
      amended, as originally filed with the SEC on June 25, 2001)                                                                                   
|1.2            | Articles of Merger for the State of Nevada, for
      our change of corporate jurisdiction from Nevada to Washington
      (incorporated by reference from Exhibit 3.1 to our current report on Form
      8-K, as filed with the SEC on June 30, 2006)                        
|1.3            | Articles of Merger for the State of Washington,
      for our change of corporate jurisdiction from Nevada to Washington
      (incorporated by reference from Exhibit 3.2 to our current report on Form
      8-K, as filed with the SEC on June 30, 2006)                    
|1.4            | Articles of Merger for the State of Washington,
      for our change of corporate jurisdiction from Washington to Wyoming
      (incorporated by reference from Exhibit 3.1 to our current report on Form
      8-K, as filed with the SEC on July 16, 2009)                   
|1.5            | Articles of Merger for the State of Wyoming,
      for our change of corporate jurisdiction from Washington to Wyoming
      (incorporated by reference from Exhibit 3.2 to our current report on Form
      8-K, as filed with the SEC on July 16, 2009)                      
|1.6            | Certificate of Registration by way of
      Continuation (Cayman Islands) (incorporated by reference from Exhibit 3.3
    to our current report on Form 8-K as filed with the SEC on August 5, 2009)                                                                           
|1.7            | Memorandum of Association (incorporated by
      reference from Exhibit 3.1 to our current report on Form 8-K as filed with
      the SEC on August 5, 2009)                                                                                                                   
|1.8            | Articles of Association (incorporated by
      reference from Exhibit 3.2 to our current report on Form 8-K as filed with
      the SEC on August 5, 2009)                                                                                                                     
|4.1            | Transfer Agreement between Concept Financial
      Inc. and J. Stephen Barley dated September 10, 2008 (incorporated by
      reference from Exhibit 10.1 to our current report on Form 8-K as filed
      with the SEC on September 15, 2008)                                 
|4.2            | Transfer Agreement between Concept Financial
      Inc. and Raymond Mol dated September 10, 2008 (incorporated by reference
      from Exhibit 10.2 to our current report on Form 8-K as filed with the SEC
      on September 15, 2008)                                       
|4.3            | Transfer Agreement between Concept Financial
      Inc. and Joseph Lewis dated September 10, 2008 (incorporated by reference
      from Exhibit 10.3 to our current report on Form 8-K as filed with the SEC
      on September 15, 2008)                                      
|4.4            | Transfer Agreement between Concept Financial
      Inc. and Donna Durning dated September 10, 2008 (incorporated by reference
      from Exhibit 10.4 to our current report on Form 8-K as filed with the SEC
      on September 15, 2008)                                     
|4.5            | Consulting Agreement with CHM Financial Services
      Inc. dated November 1, 2008 (incorporated by reference from Exhibit 4.5 to our annual report on Form 20-F for the year ended December 31, 2009 as filed with the SEC on April 29, 2010)                                 
|4.6            | Promissory Note with In Touch Digital Media
      Inc. dated January 6, 2009 (incorporated by reference from Exhibit 10.8 to
    our annual report on Form 10-K as filed with the SEC on March 27, 2009)                                                                       
|4.7            | Promissory Note with In Touch
        Digital Media Inc. dated February 18, 2009 (incorporated by reference from Exhibit 10.8 to our annual report on Form 10-K for the year ended December 31, 2008 as filed with the SEC on March 27, 2009)                                  
|4.8            | Promissory Note with In Touch Digital Media
      Inc. dated March 31, 2009 (incorporated by reference from Exhibit 10.5 to
      our registration statement on Form S-4 as filed with the SEC on April 9,
      2009)                                                         
|4.9            | Promissory Note with In Touch Digital Media
      Inc. dated May 8, 2009 (incorporated by reference from Exhibit 10.9 to our
    quarterly report on Form 10-Q as filed with the SEC on May 15, 2009)                                                                          
|4.10           | Form of Debt Settlement and
        Subscription Agreement, effective as of September 30, 2009
        (incorporated by reference from Exhibit 4.10 to our annual report on Form
        20-F for the year ended December 31, 2009 as filed with the SEC on April
    29, 2010)
|11.1           | Code of Ethics (incorporated by reference from
      Exhibit 14.1 to our annual report on Form 10-KSB for the year ended
      December 31, 2003 as filed with the SEC on March 30, 2004)                                                                                      
|12.1*          | Certification of Principal Executive Officer
      filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                             
|12.2*          | Certification of Principal Financial Officer
      filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                            
|13.1*          | Certification of Principal Executive Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.                                                                                                             
|13.2*          | Certification of Principal Financial Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.                                                                                                             
|15.1           | Audit Committee Charter (incorporated by
      reference from Exhibit 10.7 to our annual report on Form 10-K for the year
  ended December 31, 2008 as filed with the SEC on March 27, 2009)                                                                                   

* Filed herewith

- 49 -

---

SIGNATURES

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

**QWICK
  MEDIA INC.**

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

Date: January
  7, 2011 
  By: /s/ J. Stephen Barley
  J. Stephen Barley 
  Secretary, Treasurer, 
  Chief Financial Officer and Director
  (Principal Financial Officer 
  and Principal Accounting Officer)

Date: January
  7, 2011

- 50 -

---