-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VfzyjuKw5AVgBcNkH9dHvrc9JCC9/ikK/x4aibD9G5g2eeXgu8M605y3OlRcn5qb Rp4Kkw+/kxTB/vGXR/rFsw== 0001144204-05-036742.txt : 20051118 0001144204-05-036742.hdr.sgml : 20051118 20051118134658 ACCESSION NUMBER: 0001144204-05-036742 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051118 DATE AS OF CHANGE: 20051118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLICKABLE ENTERPRISES INC CENTRAL INDEX KEY: 0001045151 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 820290939 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-23737 FILM NUMBER: 051214757 BUSINESS ADDRESS: STREET 1: 711 SOUTH COLUMBUS AVENUE STREET 2: . CITY: MOUNT VERNON STATE: NY ZIP: 10550 BUSINESS PHONE: 9146995190 MAIL ADDRESS: STREET 1: 711 SOUTH COLUMBUS AVENUE STREET 2: . CITY: MOUNT VERNON STATE: NY ZIP: 10550 FORMER COMPANY: FORMER CONFORMED NAME: ACHIEVEMENT TEC HOLDINGS INC DATE OF NAME CHANGE: 20020711 FORMER COMPANY: FORMER CONFORMED NAME: ACHIEVEMENT TEC HOLDINGS INC /ID/ DATE OF NAME CHANGE: 20020710 FORMER COMPANY: FORMER CONFORMED NAME: ACHIEVEMENT TECH HOLDINGS INC /ID/ DATE OF NAME CHANGE: 19970828 10QSB 1 v029875_10qsb.txt ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (check one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 Commission File Number 000-23737 CLICKABLE ENTERPRISES, INC. --------------------------- (Exact Name Of Small Business Issuer As Specified In Its Charter) Delaware -------- (State Or Other Jurisdiction Of Incorporation Or Organization) 82-0290939 (I.R.S. Employer Identification No.) ------------------------------------ 711 South Columbus Avenue, Mount Vernon, NY 10550 ------------------------------------------------- (Address Of Principal Executive Offices) (914) 699-5190 -------------- (Issuer's Telephone Number) Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes [X] No [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X] As of November 11, 2005, there were 114,776,826 shares of the registrant's common stock, par value $.001 per share, issued and outstanding and 1,200 shares of the registrant's series a preferred stock, par value $.001 per share, issued and outstanding. Transmittal Small Business Disclosure Format (Check One): Yes [ ] No [X] ================================================================================ CLICKABLE ENTERPRISES, INC. INDEX TO FORM 10-QSB PART I-FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets As Of September 30, 2005 (Unaudited) And March 31, 2005 Condensed Consolidated Statements Of Operations For The Three And Six Months Ended September 30, 2005 And 2004 (Unaudited) Condensed Consolidated Statements Of Cash Flows For The Six Months Ended September 30, 2005 And 2004 (Unaudited) Condensed Consolidated Statement Of Changes In Stockholders' Deficiency For The Six Months Ended September 30, 2005 (Unaudited) Notes To Condensed Consolidated Financial Statements As Of September 30, 2005 (Unaudited) ITEM 2. Management's Discussion And Analysis Or Plan Of Operation ITEM 3. Controls And Procedures Part II-Other Information ITEM 1. Legal Proceedings ITEM 2. Unregistered Sales Of Equity Securities And Use Of Proceeds ITEM 3. Defaults Upon Senior Securities ITEM 4. Submission Of Matters To A Vote Of Security Holders ITEM 5. Other Information ITEM 6. Exhibits i In this report, the terms the "Company", "we", "our" and "us" refer to Clickable Enterprises, Inc. and unless the context otherwise requires, the Company's wholly-owned subsidiary, ClickableOil.com, Inc. ("ClickableOil.com"). CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in the "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this quarterly report constitute "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act")) relating to us and our business, which represent our current expectations or beliefs including, but not limited to, statements concerning our operations, performance, financial condition and growth. The Act may, in certain circumstances, limit our liability in any lawsuit based on forward-looking statements that we have made. All statements, other than statements of historical facts, included in this quarterly report that address activities, events or developments that we expect or anticipate will or may occur in the future, including such matters as our projections, future capital expenditures, business strategy, competitive strengths, goals, expansion, market and industry developments and the growth of our businesses and operations are forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "believes," "expects," "anticipates," "could," "estimates," "grow," "plan," "continue," "will," "seek," "scheduled," "goal" or "future" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel, variability of quarterly results, our ability to continue our growth strategy and competition, certain of which are beyond our control. Any or all of our forward-looking statements may turn out to be wrong. They may be affected by inaccurate assumptions that we might make or by known or unknown risks or uncertainties. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements. Because of the risks and uncertainties associated with forward-looking statements, you should not place undo reliance on them. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. ii CLICKABLE ENTERPRISES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, March 31, 2005 2005 ------------- ------------- (Unaudited) ASSETS Current Assets Cash $ 180,576 $ 372,909 Accounts receivable, net of allowance for doubtful accounts of $26,430 and $8,379, respectively 122,931 311,858 Inventory 36,535 16,592 Prepaid expenses 60,188 23,276 Due from related parties 16,626 -- Debt financing costs, net of accumulated amortization of $6,250 and $0, respectively 68,750 -- Other current assets 58,477 -- ------------- ------------- Total Current Assets 544,084 724,635 Property and equipment, net 59,961 64,561 Intangible asset, net of accumulated amortization of $18,188 and $3,285, respectively 700,302 192,465 Other assets 68,575 69,260 ------------- ------------- TOTAL ASSETS $ 1,372,922 $ 1,050,921 ============= ============= LIABILITIES & STOCKHOLDERS' DEFICIENCY Current Liabilities Accounts payable and other accrued expenses $ 370,776 $ 375,556 Notes payable 37,281 120,750 Due to related parties -- 14,711 Customer deposits 111,402 45,003 Accrued interest 552,054 437,382 ------------- ------------- Total Current Liabilities 1,071,513 993,402 Long Term Liabilities Convertible debentures, net of discount of $595,833 and $0 2,370,161 2,517,949 Other Accrued Expenses 100,000 -- Notes payable 86,684 -- ------------- ------------- Total Long Term Liabilities 2,556,845 2,517,949 ------------- ------------- TOTAL LIABILITIES 3,628,358 3,511,351 ------------- ------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIENCY Series A 6% Cumulative Preferred stock, $.001 par value, 1,200 shares authorized, issued and outstanding 1 1 Common stock, $.001 par value, 500,000,000 shares authorized, 94,396,826 and 74,296,826 shares issued and outstanding, respectively 94,397 74,297 Additional paid-in capital 2,744,444 1,845,629 Accumulated deficit (5,094,278) (4,380,357) ------------- ------------- TOTAL STOCKHOLDERS' DEFICIENCY (2,255,436) (2,460,430) ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 1,372,922 $ 1,050,921 ============= =============
See accompanying notes to condensed consolidated financial statements 1 CLICKABLE ENTERPRISES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For The Three Months Ended For The Six Months Ended September 30, September 30, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ NET FUEL SALES (including related party sales of $9,382 and $7,065, respectively) $ 375,505 $ 119,135 $ 782,391 $ 350,230 COST OF SALES 352,447 117,510 743,159 324,132 ------------ ------------ ------------ ------------ GROSS PROFIT 23,058 1,625 39,232 26,098 ------------ ------------ ------------ ------------ OPERATING EXPENSES Selling, general and administrative 269,651 169,922 534,940 355,435 Depreciation and amortization 20,088 21,812 30,588 56,246 ------------ ------------ ------------ ------------ TOTAL OPERATING EXPENSES 289,739 191,734 565,528 411,681 ------------ ------------ ------------ ------------ LOSS FROM OPERATIONS (266,681) (190,109) (526,296) (385,583) OTHER INCOME (EXPENSE) Other income 13,810 1 16,984 22 Interest expense (119,340) (189,766) (169,314) (428,397) ------------ ------------ ------------ ------------ TOTAL OTHER (EXPENSE) (105,530) (189,765) (152,330) (428,375) ------------ ------------ ------------ ------------ Loss before provision for income taxes (372,211) (379,874) (678,626) (813,958) Provision for income taxes -- -- -- -- ------------ ------------ ------------ ------------ NET LOSS (372,211) (379,874) (678,626) (813,958) Amortization of beneficial conversion feature of Series A preferred stock (17,647) -- (35,294) -- ------------ ------------ ------------ ------------ Net loss available to common stockholders $ (389,858) $ (379,874) $ (713,920) $ (813,958) ============ ============ ============ ============ Net loss per share, basic and diluted $ (0.00) $ (0.01) $ (0.01) $ (0.01) ============ ============ ============ ============ Weighted average number of common shares outstanding - basic and diluted 82,498,783 74,136,826 78,726,225 74,136,826 ============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements 2 CLICKABLE ENTERPRISES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
For The Six Months Ended September 30, -------------------------- 2005 2004 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (678,626) $ (813,958) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 30,588 56,246 Provision for bad debts 12,295 32,913 Amortization of beneficial conversion debt discount expense 54,167 300,000 Recognition of deferred compensation -- 118,750 Changes in operating assets and liabilities: (Increase) decrease in: Accounts receivable 152,597 95,997 Inventory (19,944) 1,234 Prepaid expenses 38,088 (2,595) Other assets 685 6,078 Increase (decrease) in: Accounts payable and accrued expenses (200,532) (136,803) Accrued interest 114,672 127,805 Customer deposits 66,399 40,576 ----------- ----------- Net cash used in operating activities (429,611) (173,758) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment (4,835) (9,155) Acquisition of other current assets (34,442) -- Acquisition of intangible assets (223,775) -- ----------- ----------- Net cash used in investing activities (263,052) (9,155) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments of financing costs (75,000) -- Increase (decrease) in due to related parties (31,337) 84,335 Proceeds from issuance of convertible debentures 606,667 -- ----------- ----------- Net cash provided by financing activities 500,330 84,335 ----------- ----------- NET INCREASE IN CASH (192,333) (98,578) CASH AT BEGINNING OF PERIOD 372,909 130,902 ----------- ----------- CASH AT END OF PERIOD $ 180,576 $ 32,325 =========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: During the six months ended September 30, 2005, convertible debentures in the principal amount of $201,955 were converted into 18,600,000 shares of common stock. During the six months ended September 30, 2005, stock purchase warrants exercisable for 6,500,000 shares of common stock were issued in connection with a closing on $650,000 of convertible debentures, resulting in an aggregate discount on the convertible debentures of $606,667, with a corresponding increase in additional paid-in capital. During the six months ended September 30, 2005, a supply agreement, recorded as an intangible asset, was purchased for $30,000, with a corresponding increase in accounts payable of $25,000. During the six months ended September 30, 2005, in connection with the pending acquisition of a business, the entire $24,036 balance of accounts receivable due from the seller was reclassified from accounts receivable to intangible assets. During the six months ended September 30, 2005, in connection with an acquisition of a business, $285,687 of the purchase price was recorded as notes payable and accrued expenses, $87,281 in current liabilities, and $198,406 in long-term liabilities. See accompanying notes to condensed consolidated financial statements 3 CLICKABLE ENTERPRISES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2005 (UNAUDITED)
Series A Preferred Stock Common Stock Additional --------------- --------------------------- Paid in Accumulated Shares Amount Shares Amount Capital Deficit Total ------ ------ ------------ ------------ ------------ ------------ ------------- Balance, April 1, 2005 1,200 $ 1 74,296,826 $ 74,297 $ 1,845,629 ($ 4,380,357) ($ 2,460,430) Conversion of Debentures -- -- 18,600,000 18,600 183,355 -- 201,955 Beneficial conversion feature of convertible debentures -- -- -- -- 21,665 -- 21,665 Warrants issued with convertible debentures -- -- -- -- 585,000 -- 585,000 Amortization of Series A Preferred Stock beneficial conversion -- -- -- -- 35,295 (35,295) -- Stock issued to consultants for services -- -- 1,500,000 1,500 73,500 -- 75,000 Amortization of Deferred Equity Compensation -- -- -- -- -- -- -- Net loss for the period -- -- -- -- -- (678,626) (678,626) ------ ------ ------------ ------------ ------------ ------------ ------------ Balance, September 30, 2005 1,200 $ 1 94,396,826 $ 94,397 $ 2,744,444 ($ 5,094,278) ($ 2,255,439) ====== ====== ============ ============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements 4 CLICKABLE ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (A) Organization And Recent Company History Clickable Enterprises, Inc., through its wholly-owned subsidiary ClickableOil.com, Inc. ("ClickableOil.com") (incorporated in the State of Delaware on April 4, 2000), provides a low cost and highly efficient means of servicing the heating oil market through an Internet-based approach. Clickable Enterprises, Inc. and ClickableOil.com, Inc. (collectively, the "Company") streamline the process of heating oil ordering and delivering through providing a more accessible point of contact for the customer. The Company subcontracts with local delivery companies to deliver heating oil to its customers. (B) Principles Of Consolidation The condensed consolidated financial statements include the accounts of Clickable Enterprises, Inc. and its wholly-owned subsidiary ClickableOil.com, Inc. (collectively, the "Company"). (C) Use Of Estimates In preparing condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. (D) Loss Per Share Basic and diluted net loss per common share for the three and six months ended September 30, 2005 and 2004 are computed based upon the weighted-average number of common shares outstanding. The assumed conversion of common stock equivalents was not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive due to net losses incurred in all periods presented. The Company's common stock was not listed and trading on September 30, 2004; however, based on the closing market price of the Company's common stock on September 30, 2005, the conversion of its convertible debentures and Series A convertible preferred stock would have resulted in the issuance of additional common shares in the amount of 142,883,053 and 35,294,118, respectively. Additionally, 10,500,000 and 4,500,000 stock purchase warrants were exercisable at September 30, 2005 and September 30, 2004, respectively, and also were not included in the weighted-average number of common shares outstanding. (E) Interim Condensed Consolidated Financial Statements The condensed consolidated financial statements as of and for the three and six months ended September 30, 2005 and 2004 are unaudited. In the opinion of management, such condensed consolidated financial statements include all adjustments (consisting only of normal recurring accruals) necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. The consolidated results of operations for the three and six months ended September 30, 2005 and 2004 are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet information as of March 31, 2005 was derived from the audited consolidated financial statements included in the Company's annual report Form 10-KSB for the year ended March 31, 2005. The interim condensed consolidated financial statements should be read in conjunction with that report. NOTE 2. RELATED PARTY TRANSACTIONS During the six months ended September 30, 2005, the Company's due from (due to) related parties for oil purchases and non-interest bearing cash advances from NRG Heat & Power, LLC ("NRG") and Flaw, Inc. ("Flaw"), oil suppliers that are owned and managed by Messrs. Cirillo and Pipolo, officers of the Company, changed by $31,334, with a balance of $16,626 included in due to related parties in current assets on September 30, 2005 compared to a balance of $14,711 included in due from related parties in current liabilities on September 30, 2005. As of September 30, 2005, accrued interest due to related parties was $ 0. During the six months ended September 30, 2005 and 2004, the Company purchased oil for resale from NRG and Flaw in the amount of $256,759 and $99,410, respectively, or 37.9% and 37%, respectively, of total heating oil purchased, and had fuel sales to NRG and Flaw in the amount of $9,382 and $7,065, respectively. 5 CLICKABLE ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) NOTE 3. CONVERTIBLE DEBENTURES On June 30, 2005, the Company entered in a Securities Purchase Agreement with AJW Partners, LLC and its related entities for the sale of $900,000 of 10% three-year (due June 30, 2008) secured convertible debentures and for stock purchase warrants exercisable for 9,000,000 shares of common stock expiring June 30, 2010. The debentures are convertible, at the holder's option, into shares of common stock, in whole or in part, at any time after the original issue date. The number of shares of common stock issuable upon a conversion is to be determined by dividing the outstanding principal amount of the debenture to be converted, plus related accrued interest, by the conversion price. The conversion price in effect on any conversion date will be 60% of the average of the three day lowest bid prices during the twenty trading days immediately preceding the applicable conversion date. The stock purchase warrants have an exercise price of $0.15 per share. Also on June 30, 2005, the Company closed on $650,000 of the $900,000 of convertible debentures contemplated by the Securities Purchase Agreement and issued stock purchase warrants exercisable for 6,500,000 shares of common stock in connection therewith. The Company is required to file a registration statement within 60 days of the June 30, 2005 closing registering sufficient underlying shares to be reserved for issuance upon conversion of the convertible debentures and exercise of the stock purchase warrants. The Company has not filed such registration statement and anticipates entering into an amendment to the June 30, 2005 Securities Purchase Agreement eliminating the requirement to have its registration statement be declared effective in order to close on the remaining $250,000 of convertible debentures. In connection with the aforementioned issuance of $650,000 of convertible debentures, of which the Company received net proceeds of $606,667, the Company granted a first priority security interest in all the assets of the Company. The issuance resulted in a beneficial conversion feature in the amount of $21,667, (since it is limited to the amount received net of a discount of $43,333 and warrants having a fair market value of $585,000), which is treated as a discount on the debenture. The initial beneficial conversion expense of $21,667 is deferred as of September 30, 2005 in additional paid in capital. In addition, the debenture holders withheld $43,333 as prepaid interest (through February 28, 2006), which is treated as a discount on the debentures. Additionally, the Company issued warrants to purchase 6,500,000 shares of common stock having a fair value of $585,000, which is being treated as a discount on the debenture and is recorded in additional paid in capital. Debt discount on the debentures aggregating $650,000 will be accreted over the 36-month term of the debentures commencing July 1, 2005 as interest expense in accordance with EITF 00-27: Application of Issue No. 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios to Certain Convertible Instruments". $54,167 has been charged to interest expense during the three months ended September 30, 2005. Debt discount associated with prior issuances of convertible debentures has been accreted as interest expense in full prior to March 31, 2005. As of September 30, 2005, interest of $552,054 has accrued on all of the convertible debentures and is included in current liabilities. During the six months ended September 30, 2005, convertible debentures in the principal amount of $201,955 were converted into 18,600,000 shares of common stock at the election of the holder. On May 13, 2005, the Company entered into a financial services agreement with an unrelated third party to perform financial advisory services, principally in connection with the $650,000 convertible debenture closing on June 30, 2005. The term of the agreement was for a period of three months with automatic extensions for successive one-month terms. Payments for services in the six months ended September 30, 2005 amounted to $50,000, of which $25,000 was a success fee paid upon the aforementioned convertible debenture closing. NOTE 4. COMMITMENTS AND CONTINGENCIES (A) Sales Commitments At September 30, 2005, the Company has an aggregate obligation to deliver at varying prices approximately 400,000 gallons of heating oil to customers under fixed price contracts. (B) Purchase Commitments At September 30, 2005, the Company has an aggregate obligation to purchase approximately 454,000 gallons of heating oil at varying prices under fixed price contracts. 6 CLICKABLE ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) NOTE 5. INTANGIBLE ASSET The Company entered into an Agreement dated September 20, 2005 under which the Company acquired the assets of a heating oil distributor, principally its customer list. The purchase price consists of a $70,000 payment at closing and 36 fixed monthly installment payments of $4,000 each, and potential additional quarterly payments based on gallons sold. The purchase price of $343,965 is included in intangible assets in non-current assets, is being amortized over an eight year period. The additional amount payable is included in accrued expenses. NOTE 6. GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss of $678,626 and a negative cash flow from operations of $445,861 for the six months ended September 30, 2005, as well as working capital deficiency of $527,429 and a stockholders' deficiency of $2,255,436 at September 30, 2005. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital through private or public transactions and implement its business plan. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management's business plan includes increasing revenues by the addition of customers through marketing and advertising as well as acquisitions of competitors' businesses. NOTE 7. SUBSEQUENT EVENT On October 24, 2005, Clickable Enterprises, Inc. (the "Company") closed on an Asset Purchase Agreement that it entered into on July 15, 2005, and Amendment No. 1 to the Asset Purchase Agreement (the "Purchase Agreement") with Allamuchy Transport, Inc. for the Company's purchase of certain assets relating to Allamuchy's home heating oil distribution business. Under the Purchase Agreement, the Company acquired the customer lists and related customer information of Allamuchy's home heating oil business, and certain other intangible assets. The purchase price, included in intangible assets in non-current assets, consisted of a fixed payment of $124,943 that was payable at closing, and a potential additional amount payable on the first anniversary of closing based on a formula utilizing a defined gross profit per gallon realized on heating oil sold to the purchased customers in the 12-month period ending October 24, 2006, less the fixed payment. The additional amount payable is included in accrued expenses. Allamuchy currently also distributes diesel fuel and will retain that business. In addition, under the Purchase Agreement Allamuchy will provide oil delivery services as the Company's subcontractor within Allamuchy's former market area for a five-year period. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following is management's discussion and analysis of certain significant factors that will or have affected our financial condition and results of operations. Certain statements under this section may constitute "forward-looking statements". The following discussion should be read in conjunction with the audited financial statements and notes thereto included in the Company's Form 10-KSB for the year ended March 31, 2005. FINANCIAL CONDITION We had net losses of $714,000 and $814,000 during the six months ended September 30, 2005 and 2004, respectively. As of September 30, 2005, we had a cash balance of $181,000 and current liabilities of $1,071,000 with obligations aggregating $371,000 for trade creditors and accrued expenses, $552,000 in interest payable, $37,000 in a note payable, as well as total long-term obligations in the amount of $2,557,000 to convertible debenture holders. As described in Note 3 to the condensed consolidated financial statements, on June 30, 2005, the Company entered in a Securities Purchase Agreement with AJW Partners, LLC and its related entities for the sale of $900,000 of 10% three-year secured convertible debentures, and closed on the sale of $650,000 of convertible debentures on that date. We believe that the proceeds from the sale of the convertible debentures will be sufficient for the next twelve-month period to meet our working capital needs, including funds needed to (a) attract additional customers through marketing and promotional efforts or (b) acquire customer lists. Our independent auditors have added an explanatory paragraph to their audit opinions issued in connection with our consolidated financial statements for the fiscal years 2005 and 2004, which states that our ability to continue as a going concern depends upon our ability to resolve liquidity problems, principally by obtaining capital, increasing sales and generating sufficient revenues to become profitable. Our ability to obtain additional funding, as well as attracting additional customers as described above, will determine our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. RELATED PARTY TRANSACTIONS During the six months ended September 30, 2005, the Company's liability to related parties for oil purchases and non-interest bearing cash advances from NRG Heat & Power, LLC ("NRG") and Flaw, Inc. ("Flaw"), oil suppliers that are owned and managed by Messrs. Cirillo and Pipolo, officers of the Company, was netted against other payments by the Company and, accordingly, $16,626 was included in due from related parties in current assets. As of September 30, 2005, accrued interest due to related parties was $ 0. COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2005 TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004 Overall Results Of Operations For the three months ended September 30, 2005, we incurred a net loss of $372,000, or $(.00) per share, which was a slight decrease of $8,000 from the net loss of $380,000 or $(.01) per share for the comparable prior year period. The net loss for the three months ended September 30, 2005 and September 30, 2004 included non-cash charges of $54,000 and $125,000, respectively, for debt discount amortization expense, and $24,000 and $59,000, respectively, for amortization of deferred compensation. The decrease in net loss is primarily attributable to the decrease in these expenses, offset by an increase in selling, general and administrative expenses. Sales Total net sales for the three months ended September 30, 2005 was $376,000 compared to $119,000 for the three months ended September 30, 2004. The increase of $257,000, or 215%, can be attributed principally to a substantial increase in the average selling price per gallon of heating oil to $2.28 from $1.46, or 56.3%, caused by world market conditions, and a 101.7% increase in gallons sold in the current period compared to the earlier period. The increase in gallons sold is attributable to a larger customer base that increased through an acquisition in January 2005 and through marketing activities. 8 Gross Profit Gross profit increased to $23,000 for the three months ended September 30, 2005 compared to $2,000 for the three months ended September 30, 2004, or $21,000, with gross margin increasing to 6.1% from 1.4% for the period. Despite the increase, these margins are lower than historical levels and are principally due to the continued increase in product costs caused by world market conditions and rising transportation expenses. Heating oil retailers generally cannot raise selling prices as quickly as product costs increase in a rising market; conversely, selling prices generally do not fall as quickly as product costs decrease in a falling market. In the recent trend toward high prices that has occurred for the past 18 months, fewer customers elected fixed price contracts. Such contracts allow the related purchase requirements to be hedged and, therefore, typically generate greater gross margins than selling and purchasing on the spot market allow. As prices decrease to more traditional levels, or stabilize, it is anticipated that customers will generally elect fixed price contracts in greater proportions. Operating Expenses Total operating expenses increased to $290,000 for the three months ended September 30, 2005, from $192,000 for the three months ended September 30, 2004, or $98,000, attributable to increased employee compensation of $90,000, increased insurance of $17,000 and increased advertising of $19,000 for a home show and direct mailings, offset by lower bad debt expense of $13,000. Other Income (Expense) Interest expense decreased to $119,000 from $190,000 for the three months ended September 30, 2005 as compared with the three months ended September 30, 2004, or $71,000, due principally to a decrease in the debt discount expense to $54,000 from $125,000, as well as the effect of a decrease in the interest rate on convertible debentures to 8% from 10% that was an element of a debt restructuring on October 15, 2004. COMPARISON OF THE SIX MONTHS ENDED SEPTEMBER 30, 2005 TO THE SIX MONTHS ENDED SEPTEMBER 30, 2004 Overall Results Of Operations For the six months ended September 30, 2005, we incurred a net loss of $679,000, or $(.01) per share, which was a decrease of $135,000 from the net loss of $814,000 or $(.01) per share for the comparable prior year period. The net loss for the six months ended September 30, 2005 and September 30, 2004 included non-cash charges of $54,000 and $300,000, respectively, for debt discount amortization expense, and $23,000 and $119,000, respectively, for amortization of deferred compensation. The decrease in net loss is primarily attributable to the decrease in these expenses, partially offset by an increase in selling, general and administrative expenses. Sales Total net sales for the six months ended September 30, 2005 was $782,000 compared to $350,000 for the six months ended September 30, 2004. The increase of $432,000, or 123.4%, can be attributed principally to a substantial increase in the average selling price per gallon of heating oil to $1.98 from $1.30, or 52%, caused by world market conditions, and a 46.5% increase in gallons sold in the current period compared to the earlier period. The increase in gallons sold is attributable to a larger customer base that increased through an acquisition in January 2005 and through marketing activities. Gross Profit Gross profit increased to $39,000 for the six months ended September 30, 2005 compared to $26,000 for the six months ended September 30, 2004, or $13,000, with gross margin decreasing to 5.0% from 7.5% for the period. These margins are lower than historical levels and are principally due to the continued increase in product costs caused by world market conditions and rising transportation expenses. Heating oil retailers generally cannot raise selling prices as quickly as product costs increase in a rising market; conversely, selling prices generally do not fall as quickly as product costs decrease in a falling market. In the recent trend toward high prices that has occurred for the past 18 months, fewer customers elected fixed price contracts. Such contracts allow the related purchase requirements to be hedged and, therefore, typically generate greater gross margins than selling and purchasing on the spot market allow. As prices decrease to more traditional levels, or stabilize, it is anticipated that customers will generally elect fixed price contracts in greater proportions. 9 Operating Expenses Total operating expenses increased to $566,000 for the six months ended September 30, 2005, from $412,000 for the six months ended September 30, 2004, or $154,000, attributable to increased employee compensation of $152,000, increased insurance of $17,000 and increased advertising of $24,000 for a home show and direct mailings, offset by lower bad debt expense of $20,000 and professional fees of $18,000. Other Income (Expense) Interest expense decreased to $169,000 from $428,000 for the six months ended September 30, 2005 as compared with the six months ended September 30, 2004, or $259,000, due principally to a decrease in the debt discount expense to $54,000 from $300,000, as well as a decrease in the interest rate on convertible debentures to 8% from 10% that was an element of a debt restructuring on October 15, 2004. Seasonality Profitability is negatively affected by the seasonality of our business whereby the first two quarters of our fiscal year are traditionally the slowest quarters for deliveries of fuel oil due to warmer weather conditions in our market, the northeastern United States. Demand increases substantially in the third quarter and peaks in the fourth quarter of each fiscal year. Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, and the Company does not have any non-consolidated special purpose entities. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2005, we had a cash balance of $181,000 and a negative cash flow from operations of $430,000 for the six month period then ended. Since inception through the period ended September 30, 2005, we have financed our operations through loans from related parties and through private placements of both debt and equity. On June 30, 2005, the Company entered in a Securities Purchase Agreement with AJW Partners, LLC and its related entities for the sale of $900,000 of 10% three-year secured convertible debentures and closed on the sale of $650,000, before expenses, of convertible debentures on that date. We do not have any available lines of credit and must file and have a registration statement declared effective before effecting the sale of the remaining $250,000 of convertible debentures under the Securities Purchase Agreement. We believe that the September 30, 2005 proceeds from the convertible debentures will be sufficient for the next twelve-month period to meet our working capital needs, including funds needed to (a) attract additional customers through marketing and promotional efforts or (b) acquire customer lists. The holders of Series A Preferred Stock are entitled to receive cumulative cash dividends of six percent (6%) per annum, payable in arrears on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2004, out of funds legally available thereof. As of September 30, 2005, dividend arrearage on the Series A Preferred Stock aggregated approximately $71,000. The Company had a stockholders' deficiency at September 30, 2005; accordingly it did not have legally available funds available to declare and pay a dividend. Other provisions relating to the Series A Preferred Stock include: o In the event dividends are distributed to holders of shares of common stock, the holders of Series A Preferred Stock shall be entitled to receive dividends on a pari passu basis. o In the event of a Liquidation Event, as defined in the Certificate of Designation, Preferences, and Rights of the Series A Preferred Stock (the "Certificate of Designation"), the holders of Series A Preferred Stock shall be entitled to a Liquidation Preference consisting of the Stated Value, accrued and unpaid dividends, and any other amounts owed. o Mandatory redemption provisions are effective if and when the Company fails to issue shares of common stock to holders of the Series A Preferred Stock upon exercise of conversion rights, or the common stock of the Company fails, after having been initially listed, to remain listed on the Over-the-Counter Bulletin Board, NASDAQ National Market, NASDAQ SmallCap Market, New York Stock Exchange or American Stock Exchange, for any reason within the control of the Company. o The Company may elect to optionally redeem the Series A Preferred Stock in an amount equal to 120% of the Stated Value of each share, accrued and unpaid dividends, and any other amounts owed. 10 o Each share of Series A Preferred Stock is convertible into common shares at the Conversion Price generally set at 85% of the average of the lowest three Average Daily Prices, as defined the Certificate of Designation, for the Company's common stock during the 20-day trading period prior to the date of a conversion notice. In connection with this discounted conversion feature, the Company recorded a discount to Series A Preferred Stock in the amount of $211,765, which is being amortized over the 36-month period prior to the automatic conversion date described below, unless conversion occurs prior to that date. During the three-month period ended September 30, 2005, amortization of $17,647 was charged to accumulated deficit. o So long as certain conditions are met, all shares of Series A Preferred Stock issued and outstanding on October 14, 2007, shall be automatically converted into shares of common stock at the Conversion Price. The notes to our condensed consolidated financial statements as of September 30, 2005 contain footnote disclosure regarding an uncertainty with respect to our ability to continue as a going concern. We have not generated sufficient revenues to cover our expenses, and we have an accumulated deficit of $5,094,000. However, we believe that by concentrating on our core business of selling home heating oil, as well as by seeking the possible acquisition of profitable businesses and the addition of customers through marketing and promotional efforts and reserving a portion of the proceeds of the recent sale of convertible debentures, we will generate sufficient revenues and liquidity for the Company to operate for the next twelve months. However, as of September 30, 2005, we had $1,071,000 of current liabilities and there can be no assurances that the Company will be successful in developing its business and achieving a profitable level of operations sufficient to meet its ongoing cash needs. The Company has total liabilities and contractual obligations of $4,224,000 as of September 30, 2005. These contractual obligations, along with the dates on which such payments are due, are described below: Contractual Obligations (as of September 30, 2005) ------------------------------------------------ Total 1 Year or Less More Than 1 Year ---------- ---------------- ---------------- Convertible Debentures $2,966,000 $ -- $ 2,966,000 Accounts Payable and Accrued Expenses 371,000 371,000 -- Note Payable (a) 124,000 37,000 87,000 Accrued Interest 552,000 552,000 -- Other 211,000 111,000 100,000 ---------- ---------------- ---------------- Total Contractual Obligations $4,224,000 $ 1,071,000 $ 3,153,000 ========== ================ ================ - ---------- (a) During the six months ended September 30, 2005, the purchase price of a customer list acquired by the Company included a note payable in the amount of $123,965, net of imputed interest. The Company's failure to develop its business and achieve a sufficiently profitable level of operations will likely have a material, adverse effect on the Company's business, results of operations and financial condition and the Company's ability to continue as a going concern. As a consequence of such failure, we may be forced to seek protection under the bankruptcy laws. In that event, it is unclear whether we could successfully reorganize our capital structure and operations, or whether we could realize sufficient value for our assets to satisfy our creditors in full. Accordingly, should we be forced to file for bankruptcy protection, there is no assurance that our stockholders would receive any value. Below is a discussion of our sources and uses of funds for the six months ended September 30, 2005 and 2004. Net Cash Used In Operating Activities Net cash used in operating activities was $430,000 and $174,000 in the six months ended September 30, 2005 and 2004, respectively. The use of cash in operating activities for the six months ended September 30, 2005 was principally the result of a net loss of $679,000 and a seasonable decrease in accounts payable and accrued expenses of $201,000 as heating oil purchasing decrease in the slowest selling quarter, partially offset by a seasonable decrease in accounts receivable of $153,000, non-cash charges of $54,000 and an increase in accrued interest of $115,000. The use of cash in operating activities for the six months ended September 30, 2004 was principally the result of a net loss of $814,000 and a seasonable decrease in accounts payable and accrued expenses of $137,000, offset by non-cash charges of $419,000, a seasonable decrease in accounts receivable of $96,000 and an increase in accrued interest of $128,000. 11 Net Cash Used In Investing Activities We used $258,000 during the six months ended September 30, 2005 for the acquisition of intangible assets, principally customer lists, $5,000 and $9,000 during the six months ended September 30, 2005 and 2004, respectively, for the acquisition of property and equipment. Net Cash Provided By Financing Activities Net cash provided by financing activities for the six months ended September 30, 2005 amounted to $500,000, principally attributable to $607,000 of funds received from the issuance of convertible debentures (net of prepaid interest withheld) offset by transaction costs of $75,000. Net cash provided by financing activities for the six months ended September 30, 2004 was $84,000 from the increase in amounts payable to related parties. RISK FACTORS RISKS RELATED TO OUR BUSINESS: WE HAVE HAD LOSSES SINCE OUR INCEPTION. WE EXPECT LOSSES TO CONTINUE IN THE FUTURE AND THERE IS A RISK WE MAY NEVER BECOME PROFITABLE. For the six months ended September 30, 2005 and 2004, we had net losses of $678,000 and $814,000, respectively. For the fiscal years ended March 31, 2005 and 2004, we had net losses of $1,254,000 and $1,319,000, respectively. We expect to continue to incur significant operating expenses until such time as the volume of heating oil sold increases and/or we add ancillary products or product lines to our business. OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING. In their report dated June 21, 2005 (except for Note 11 as to which the date is July 5, 2005) on our consolidated financial statements for the fiscal year ended March 31, 2005, our independent auditors have expressed doubt about our ability to continue as a going concern. Our ability to continue as a going concern is a result of recurring losses from operations, a stockholders' deficit, and requirement for a significant amount of capital financing to proceed with our business plan. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans where possible. The going concern qualification in the auditor's report increases the difficulty in meeting such goals and there can be no assurances that such methods will prove successful. WE HAVE A WORKING CAPITAL DEFICIT, WHICH MEANS THAT OUR CURRENT ASSETS ON SEPTEMBER 30, 2005 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES ON THAT DATE. We had a working capital deficiency of $527,000 at September 30, 2005 which means that our current liabilities exceeded our current assets by $527,000. Current assets are assets that are expected to be converted into cash within one year and, therefore, may be used to pay current liabilities as they become due. Our working capital position was such that our current assets on September 30, 2005 were not sufficient to satisfy all of our current liabilities on that date. OUR OPERATIONS ARE HAZARDOUS AND COULD EXPOSE US TO THE RISK OF MATERIAL LIABILITIES, LOST REVENUES OR INCREASED EXPENSES. There are risks associated with the handling of oil, such as operational hazards and unforeseen interruptions caused by events beyond our control. These include accidents, the breakdown or failure of equipment or processes, and catastrophic events. Liabilities incurred and interruptions in operations caused by the handling of oil, have the potential to materially impact our consolidated results of operations, financial position and liquidity. OUR OPERATIONS ARE HAZARDOUS AND COULD EXPOSE US TO THE RISK OF ENVIRONMENTAL LIABILITIES. There are environmental risks associated with the risks in the handling of oil mentioned above, which include injury or loss of life and extensive property or environmental damage. In addition, the general handling of oil has the potential for serious impact on human health and the environment. 12 WE MAY HAVE TO CURTAIL OUR BUSINESS IF WE CANNOT FIND ADEQUATE FUNDING. With the exception of a remaining commitment for the purchase of an additional $250,000 of our convertible debentures, we currently have no other legally binding commitments with any third parties to obtain any amount of additional equity or debt financing. Our principal stockholders have limited financial resources and may not be able to continue to lend funds to us. We may not be able to obtain any additional financing in the amounts or at the times that we may require the financing or, if we do obtain any financing, that it would be on acceptable terms because of the following: o we have no additional assets to pledge as security for a loan; and o we may be viewed as a high market risk. As a result, we may not have adequate capital to implement future expansions, to maintain our current levels of operation or to pursue strategic acquisitions. Our failure to obtain sufficient additional financing could result in the delay or abandonment of some or all of our expansion and expenditures, which could harm our business and the value of our common stock. OUR BUSINESS OPERATIONS WILL BE HARMED IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING. Although we closed on $650,000 of convertible debentures on June 30, 2005, our business operations will be harmed if we are unable to obtain additional funding from related parties or from other investors or lenders. We do not know if additional financing will be available when needed, or if it is available, if it will be available on acceptable terms. Insufficient funds may prevent us from implementing our business strategy or may require us to delay, scale back or eliminate certain business opportunities for our product and services. RISKS RELATING TO OUR CURRENT FINANCING AGREEMENTS: POSSIBILITY OF ANOTHER DEFAULT ON OUR CONVERTIBLE DEBENTURES Prior to a restructuring on October 15, 2004, convertible debentures issued in 2001, 2002 and June 2003 aggregating $2,517,949 had matured and were in default. There can be no assurance that we will be successful in generating the cash flow or raising the funds necessary to retire these debentures now with maturity dates of October 14, 2007 and the additional debentures issued on June 30, 2005 with a maturity date of June 30, 2008. The debentures are collateralized by all of our assets and, in the event we are unable to repay or restructure these debentures, there is no assurance that the holders of the debentures will not institute legal proceedings to recover the amounts owed including foreclosure on our assets. THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR CONVERTIBLE DEBENTURES, CONVERTIBLE PREFERRED STOCK AND WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK. As of November 11, 2005, we had 114,776,826 shares of common stock issued and outstanding, outstanding convertible debentures and shares of convertible preferred stock that may be converted into an estimated 254,538,816 shares of common stock at current market prices, and outstanding warrants to purchase up to 10,500,000 shares of common stock. In addition, the number of shares of common stock issuable upon conversion of the outstanding convertible debentures may increase if the market price of our stock declines. The sale of these shares may adversely affect the market price of our common stock. THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE DEBENTURES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES TO THE SELLING STOCKHOLDERS, WHICH WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS. Our obligation to issue shares upon conversion of our convertible securities is essentially limitless. 13 The following is an example of the number of shares of our common stock that is potentially issuable to the holders of our convertible debentures and convertible preferred stock, upon conversion of such securities and their subsequent exercise of warrants, based on market prices 25%, 50% and 75% below our current market price of $.028 per share: Number Percentage of Percentage Price of Shares Outstanding Below Market Per Share Issuable Shares -------------------------------------------------------------- 25% $ 0.0210 291,797,786 79% 50% $ 0.0140 435,696,679 85% 75% $ 0.0070 867,393,358 92% The issuance of shares upon conversion of the convertible debentures and convertible preferred stock and exercise of warrants may result in substantial dilution to the interests of other stockholders since the holders of such securities may ultimately convert and sell the full amount issuable on conversion. Although the holders of our convertible debentures, convertible preferred stock and warrants may not convert and/or exercise such securities if such conversion or exercise would cause them to own more than 4.99% of our outstanding common stock, this restriction does not prevent them from converting and/or exercising some of their holdings and then converting the rest of their holdings. In this way, the holders of our convertible debentures, convertible preferred stock and warrants could sell more than this limit while never holding more than this limit. There is no upper limit on the number of shares that may be issued which will have the effect of further diluting the proportionate equity interest and voting power of all holders of our common stock. IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING CONVERTIBLE DEBENTURES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE CONVERTIBLE DEBENTURES, IF REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE OF SUBSTANTIAL ASSETS. We entered into Securities Purchase Agreements for the sale of an aggregate of $800,000 of convertible debentures in fiscal 2004 and assumed $1,717,949 of convertible debentures in the merger and recapitalization transaction with ClickableOil.com, Inc. that, less an aggregate reduction of $412,000 through November 11, 2005 due to conversions into shares of our common stock, are due and payable, with 8% interest, on October 15, 2007. On June 30, 2005, we closed on an additional $650,000 of convertible debentures that are due and payable, with 10% interest, on June 30, 2008. Unless sooner converted into shares of our common stock, we are required to repay the convertible debentures. To do so, we would be required to use our working capital, if any at that time, and/or raise additional funds. If we were unable to repay the debentures when required, the debenture holders could commence legal action against us to recover the amounts due. Any such action may require us to curtail or cease operations. RISKS RELATING TO OUR COMMON STOCK: OUR BOARD OF DIRECTORS CAN ISSUE PREFERRED STOCK WITHOUT STOCKHOLDER CONSENT AND DILUTE OR OTHERWISE SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING STOCKHOLDERS. Our certificate of incorporation provides that preferred stock may be issued from time to time in one or more series. Our Board of Directors is authorized to determine the rights, preferences, privileges and restrictions granted to and imposed upon any unissued series of preferred stock and the designation of any such shares, without any vote or action by our stockholders. The Board of Directors may authorize and issue preferred stock with voting power or other rights that could adversely affect the voting power or other rights of the holders of common stock. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control, because the terms of preferred stock that might be issued could potentially prohibit the consummation of any merger, reorganization, sale of substantially all of our assets, liquidation or other extraordinary corporate transaction without the approval of the holders of the outstanding shares of the preferred stock. THE PRICE OF OUR COMMON STOCK MAY BE AFFECTED BY A LIMITED TRADING VOLUME AND MAY FLUCTUATE SIGNIFICANTLY. There is a limited public market for our common stock and there can be no assurance that an active trading market will develop. An absence of an active trading market could adversely affect our stockholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock was only relisted by the NASD in March 2005, at which time trading resumed. In the foreseeable future our common stock is likely to experience significant price and volume fluctuations that could adversely affect its market price without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. 14 OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that: o a broker or dealer approve a customer's account for transactions in penny stocks; o the broker or dealer receive from the customer an agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased; and o effective September 12, 2005, the broker or dealer wait for a period of not less than two business days after the broker or dealer sends such agreement before effecting a transaction in a penny stock by, for or with the account of the customer. In order to approve a customer's account for transactions in penny stocks, the broker or dealer must o obtain financial information and investment experience objectives of the customer; o make a reasonable determination that the transactions in penny stocks are suitable for that customer and the customer has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks, o provide a written statement to the customer which sets forth the basis on which the broker or dealer made the suitability determination, and o receive the signed, written agreement from the customer prior to the transaction. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. Disclosures must include the risks of investing in penny stocks in both public offerings and in secondary trading, the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Effective September 12, 2005, the broker or dealer must obtain from a customer a signed and dated acknowledgment of the customer's receipt of the disclosure schedule before the broker or dealer may effect a transaction in a penny stock for such customer. ITEM 3. CONTROLS AND PROCEDURES (A) Evaluation Of Disclosure Controls And Procedures Prior to the filing of this Report on Form 10-QSB, an evaluation was performed under the supervision of and with the participation of the Company's management, including the President and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures. Based on the evaluation, the President and the Chief Financial Officer have concluded that, as of September 30, 2005, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. (B) Changes In Internal Controls During the six months ended September 30, 2005, there were no significant changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 15 PART II-OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Recent Sales Of Unregistered Securities The information required by Item 701 of Regulation S-B regarding our entering into a Securities Purchase Agreement for the private placement of $900,000 of convertible debentures and warrants to purchase shares of common stock on June 30, 2005 and our closing on that date on the sale of $650,000 of such convertible debentures and warrants to purchase 6,500,000 shares of common stock is incorporated herein by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2005. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS Exhibit No. Description(1) - ----------- -------------- 3(i)(a) Articles of Incorporation (Incorporated by reference to our Registration Statement on Form 10-SB filed February 6, 1998). 3(i)(b) Certificate of Amendment (Incorporated by reference to our Registration statement on Form SB-2/A filed on May 14, 2004). 3(i)(c) Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of Clickable Enterprises, Inc. (Incorporated by reference to our Current Report on Form 8-K filed November 16, 2004). 3(ii) Bylaws (Incorporated by reference to our Registration Statement on Form 10-SB filed February 6, 1998). 4.1 Silver Ramona Mining, Inc. 10% Secured Convertible Debenture due June 29, 2003 in the principal sum of $794,119.79, issued to AJW Partners, LLC (Incorporated by reference to our Registration Statement on Form SB-2 filed August 3, 2001). 4.2 Silver Ramona Mining, Inc. 10% Secured Convertible Debenture due June 29, 2003 in the principal sum of $398,829.30, issued to AJW Partners, LLC (Incorporated by reference to our Registration Statement on Form SB-2 filed August 3, 2001). 4.3 Silver Ramona Mining, Inc. 10% Secured Convertible Debenture due August 13, 2003 in the principal sum of $125,000, issued to New Millennium Capital Partners II, LLC (Incorporated by reference to our Current Report on Form 8-K, filed August 14,2001). 4.4 Silver Ramona Mining, Inc. 10% Secured Convertible Debenture due August 13, 2003 in the principal sum of $125,000, issued to AJW Partners, LLC (Incorporated by reference to our Current Report on Form 8-K, filed August 14, 2001). 16 4.5 Security Agreement among the Company and the Initial Purchasers (Incorporated by reference to our Current Report on Form 8-K, filed July 17, 2001). 4.6 Intellectual Property Security Agreement among the Company and the Initial Purchasers (Incorporated by reference to our Current Report on Form 8-K, filed July 17, 2001). 4.7 Secured Convertible Debenture Purchase Agreement dated as of May 8, 2002 among the Company and AJW Partners, LLC, New Millennium Capital Partners II, LLC, Pegasus Capital Partners, LLC and AJW/New Millennium Offshore Ltd. (the "Subsequent Purchasers") (Incorporated by reference to our Registration Statement on SB-2 filed June 21, 2002). 4.8 Registration Rights Agreement dated as of May 8, 2002, among the Company and the Subsequent Purchasers (Incorporated by reference to our Registration Statement on SB-2 filed June 21, 2002). 4.9 Achievement Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003 in the principal sum of $37,500, issued to New Millennium Capital Partners II, LLC (Incorporated by reference to our Registration Statement on SB-2 filed June 21, 2002). 4.10 Achievement Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003 in the principal sum of $37,500, issued to AJW Partners, LLC (Incorporated by reference to our Registration Statement on SB-2 filed June 21, 2002). 4.11 Achievement Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003 in the principal sum of $112,500, issued to Pegasus Capital Partners, LLC (Incorporated by reference to our Registration Statement on SB-2 filed June 21, 2002). 4.12 Achievement Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003 in the principal sum of $112,500, issued to AJW/New Millennium Offshore Ltd. (Incorporated by reference to our Registration Statement on SB-2 filed June 21, 2002). 4.13 Security Agreement among the Company and the Subsequent Purchasers (Incorporated by reference to our Registration Statement on SB-2 filed June 21, 2002). 4.14 Intellectual Property Security Agreement among the Company and the Subsequent Purchasers (Incorporated by reference to our Registration Statement on SB-2 filed June 21, 2002). 4.15 Securities Purchase Agreement among the Company and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC, dated June 30, 2005 (Incorporated by reference to our Form 10-QSB for the period ended June 30, 2005 filed on August 24, 2005). 4.16 Form of Callable Secured Convertible Note entered into in connection with Exhibit 4.15 (Incorporated by reference to our Form 10-QSB for the period ended June 30, 2005 filed on August 24, 2005). 4.17 Form of Stock Purchase Warrant entered into in connection with Exhibit 4.15 (Incorporated by reference to our Form 10-QSB for the period ended June 30, 2005 filed on August 24, 2005). 4.18 Security Agreement among the Company and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC, dated June 30, 2005 (Incorporated by reference to our Form 10-QSB for the period ended June 30, 2005 filed on August 24, 2005). 31.1 Rule 13a-14(a) Certification of Nicholas Cirillo, Jr., Chief Executive Officer (filed herewith). 31.2 Rule 13a-14(a) Certification of Guy Pipolo, Chief Financial Officer (filed herewith). 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). (1) In the case of incorporation by reference to documents filed by the registrant under the Securities Exchange Act of 1934, as amended, the registrant's file number under the Exchange Act is 000-23737. 17 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CLICKABLE ENTERPRISES, INC. By: /s/Nicholas Cirillo, Jr. ------------------------ Name: Nicholas Cirillo, Jr. Title: President (Principal Executive Officer) Date: November 18, 2005 By: /s/Guy Pipolo ------------------------ Name: Guy Pipolo Title: Chief Financial Officer (Principal Accounting Officer) Date: November 18, 2005 EX-31.1 2 v029875_ex31-1.txt EXHIBIT 31.1 CLICKABLE ENTERPRISES, INC. OFFICER'S CERTIFICATE PURSUANT TO SECTION 302 I, Nicholas Cirillo, Jr., the President of Clickable Enterprises, Inc., certify that: 1. I have reviewed this Form 10-QSB of Clickable Enterprises, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 18, 2005 /s/ Nicholas Cirillo, Jr. - ---------------------------- Nicholas Cirillo, Jr. President (Principal Executive Officer) EX-31.2 3 v029875_ex31-2.txt EXHIBIT 31.2 CLICKABLE ENTERPRISES, INC. OFFICER'S CERTIFICATE PURSUANT TO SECTION 302 I, Guy Pipolo, the Chief Financial Officer of Clickable Enterprises, Inc., certify that: 1. I have reviewed this Form 10-QSB of Clickable Enterprises, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 18, 2005 /s/ Guy Pipolo - ------------------------- Guy Pipolo Chief Financial Officer (Principal Accounting Officer) EX-32.1 4 v029875_ex32-1.txt EXHIBIT 32.1 CLICKABLE ENTERPRISES, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Clickable Enterprises, Inc. (the "Company") on Form 10-QSB for the period ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Nicholas Cirillo, Jr., President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This Certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Date: November 18, 2005 /s/ Nicholas Cirillo, Jr. - ------------------------------ Nicholas Cirillo, Jr. President (Principal Executive Officer) EX-32.2 5 v029875_ex32-2.txt EXHIBIT 32.2 CLICKABLE ENTERPRISES, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Clickable Enterprises, Inc. (the "Company") on Form 10-QSB for the period ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Guy Pipolo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This Certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Date: November 18, 2005 /s/ Guy Pipolo - ---------------------- Guy Pipolo Chief Financial Officer (Principal Accounting Officer) A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----