10-Q 1 form10q.htm CLICKER, INC. FORM 10-Q form10q.htm

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

FORM 10-Q

(Mark One)
x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2010

o TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transitional period from ______ to ______

Commission File No. 0-32923

CLICKER INC.
 (Exact name of registrant as specified in its charter)

Nevada
 
33-0198542
(State or other jurisdiction of incorporation of organization)
 
(I.R.S. Employer Identification Number)

18952 MacArthur Blvd, Suite 210, Irvine, CA 92612
(Address of principal executive office) (zip code)

(949) 486-3990
(Registrant’s telephone number, including area code)

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.
Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o   No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes o No x

As of July 15, 2010, there were 58,868,502 shares of registrant’s common stock issued and outstanding.
 

 
 

 
 
CLICKER INC.
 

TABLE OF CONTENTS
 

Report on Form 10-Q
For the quarter ended May 31, 2010
 


 
Page
PART I FINANCIAL INFORMATION
 
   
Item 1. Financial Statements
3
   
Unaudited Consolidated Balance Sheets at May 31, 2010 and August 31, 2009
3
   
Unaudited Consolidated Statements of Operations for the Three and Nine Month Periods ended May 31, 2010 and 2009
4
   
Unaudited Consolidated Statements of Cash Flows for the Nine Month Periods ended May 31, 2010 and 2009
5
   
Notes to the unaudited Consolidated Financial Statements
6 – 18
   
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
19 – 27
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
28
   
Item 4. Controls and Procedures
28
   
PART II OTHER INFORMATION
 
   
Item 1. Legal Proceedings
29
   
Item 1A. Fisk Factors
29
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
29
   
Item 3. Defaults upon Senior Securities
31
   
Item 4. RESERVED
31
   
Item 5. Other Information
31
   
Item 6. Exhibits
31
   
Signatures
32



 
2

 





PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
 
CLICKERS INC. AND SUBSIDIARIES
(Formerly, Finanical Media Group)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

             
ASSETS
           
   
As of
   
As of
 
   
May 31, 2010
   
August 31, 2009
 
CURRENT ASSETS:
           
Cash & cash equivalents
  $ 22,378     $ 32,380  
Accounts receivable, net
    310,396       27,172  
Marketable securities
    228,366       280,566  
Other current assets
    6,488       4,152  
Total current assets
    567,628       344,270  
                 
PROPERTY & EQUIPMENT, net
    13,456       37,128  
                 
Total assets
  $ 581,084     $ 381,398  
                 
           LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES:
               
Accounts payable
  $ 1,286,049     $ 1,093,436  
Accrued expenses
    806,945       819,398  
Deferred revenue
    -       20,800  
Derivative liability
    680,493       116,752  
Due to related parties
    341,071       1,048,662  
Note payable
    270,000       760,000  
Convertible note payble, net
    30,893       13,043  
Total current liabilities
    3,415,451       3,872,091  
                 
Commitment & contingencies
    -       -  
                 
STOCKHOLDERS' DEFICIT:
               
Common stock, $0.001 par value, 300,000,000 shares authorized,
               
  51,748,928 and 282,292 shares issued and outstanding at
               
  May 31, 2010 and August 31, 2009, respectively
    51,746       282  
Paid in capital
    13,826,299       12,240,363  
Prepaid consulting
    (16,042 )     -  
Unrealized gain on marketable securities
    80,160       89,913  
Accumulated deficit
    (16,776,530 )     (15,821,251 )
Total stockholders' deficit
    (2,834,367 )     (3,490,693 )
                 
Total liabilities and stockholders' deficit
  $ 581,084     $ 381,398  
                 

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

 
 
3

 
 
CLICKERS INC. AND SUBSIDIARIES
(Formerly, Financial Media Group)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
 
                         
   
For The Three Month Periods Ended
   
For The Nine Month Periods Ended
 
   
May 31
         
May 31
       
   
2010
   
2009
   
2010
   
2009
 
Net revenues
  $ 433,828     $ 119,393     $ 675,332     $ 1,195,985  
                                 
Operating expenses
                               
Selling, general & administrative
    555,015       339,120       1,517,653       1,972,419  
Depreciation
    7,563       15,135       23,672       45,406  
Impairments
    -       230,606       89,970       1,320,395  
Total operating expenses
    562,578       584,861       1,631,295       3,338,220  
                                 
Loss from operations
    (128,750 )     (465,468 )     (955,963 )     (2,142,710 )
                                 
Non-Operating Income (Expense):
                               
Interest expense
    (302,603 )     (33,000 )     (549,795 )     (42,749 )
Interest income
    20,800       237,230       20,800       237,230  
Gain/(Loss) on sale of marketable securities
    115,156       (172,392 )     317,589       (610,895 )
Change in derivative liability
    317,733       -       216,890       -  
Total non-operating income (expense)
    151,086       31,838       5,484       (416,415 )
                                 
Income /(Loss) before income taxes
    22,336       (433,630 )     (950,479 )     (2,559,125 )
                                 
Provision for income tax
    -       -       4,800       4,800  
                                 
Net income/(loss)
    22,336       (433,630 )     (955,279 )     (2,563,925 )
                                 
Other comprehensive gain (loss):
                               
Unrealized gain (loss) on marketable securities
    49,719       (237,079 )     (7,278 )     692,507  
Reclassification adjustment
    (192,803 )     (148,252 )     (2,475 )     (941,537 )
Comprehensive loss
  $ (121,222 )   $ (819,435 )   $ (965,032 )   $ (2,812,955 )
                                 
Basic net income/(loss) per share
  $ 0.00     $ (1.65 )   $ (0.14 )   $ (10.73 )
                                 
Diluted net income/(loss) per share
  $ 0.00     $ (1.65 )   $ (0.14 )   $ (10.73 )
                                 
Basis weighted average shares of common stock outstanding
    19,239,921       262,535       6,728,578       239,021  
                                 
Diluted Weighted average shares of common stock outstanding
    22,367,815       262,535       6,728,578       239,021  
                                 
 
         
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
 
 
4

 
 
 
 
CLICKERS INC. AND SUBSIDIARIES
           
(Formerly, Finanical Media Group)
           
 CONSOLIDATED STATEMENTS OF CASH FLOWS
           
(UNAUDITED)
           
             
   
For The Nine Month Periods Ended
 
   
May 31
       
   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (955,279 )   $ (2,563,925 )
Adjustments to reconcile net loss to net cash
               
 used in operating activities:
               
Bad debts
    28,727       980  
Depreciation and amortization
    23,672       45,406  
Revenues in form of marketable securities
    (297,000 )     (1,066,507 )
Write off of liabilities
    (20,800 )     -  
Impairment of marketable securities
    89,970       1,320,395  
(Gain)/Loss on sale of marketable securities
    (317,589 )     610,895  
Change in derivative liability
    (216,890 )     -  
Issuance of options and warrants for services
    84,294       202,446  
Issuance of shares for services
    90,508       135,818  
(Increase) decrease in current assets:
               
Receivables
    (64,951 )     13,388  
Other current assets and deposits
    (2,336 )     (5,691 )
Increase (decrease) in current liabilities:
               
Accounts payable
    192,613       323,358  
Accrued expenses and other liabilities
    602,585       434,905  
Deferred revenue
    -       (282,017 )
        Net cash used in operating activities
    (762,475 )     (830,547 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Cash received from sale marketable securities
    320,064       456,146  
        Net cash provided by investing activities
    320,064       456,146  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from officer
    92,409       -  
Cash proceeds from convertible note
    340,000       -  
Cash received from sale of common stock
    -       302,464  
       Net cash provided by financing activities
    432,409       302,464  
                 
NET DECREASE IN CASH & CASH EQUIVALENTS
    (10,002 )     (71,937 )
                 
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
    32,380       73,312  
                 
CASH & CASH EQUIVALENTS, ENDING BALANCE
    22,378     $ 1,375  
                 
Supplemental disclosure for cash flow information:
               
                 
Cash and cash equivalents paid for interest
    -     $ -  
Cash and cash equivalents paid for taxes
    -     $ -  
                 
Supplemental disclosure of non-cash flow investing and financing activity:
         
                 
Conversion of convertible note
    646,556     $ -  
Issuance of shares for accrued salaries
    800,000     $ -  
                 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
 
 
 
5

 
 
CLICKER INC.
(Formerly Financial Media Group, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 1  NATURE OF BUSINESS AND BASIS OF PRESENTATION

Clicker Inc. (the “Company,” "We," or "Clicker"), a corporation incorporated in the State of Nevada, is a web publisher brand builder focused on developing stand alone brands that incorporate social networking. On May 12, 2009, Financial Media Group, Inc (“FMG”) merged with Clicker into a single corporation and ceased its existence and the surviving corporation was named Clicker, Inc.  

WallStreet Direct, Inc. (“WallStreet”), a wholly-owned subsidiary of Clicker was incorporated in the State of Nevada on January 5, 2005 as a financial holding company specializing as a provider of financial news, tools and content for the global investment community. On January 15, 2005, WallStreet acquired 100% of the assets and outstanding shares of Digital WallStreet, Inc. which was 100% owned by the majority shareholder (86%) of the Company, in exchange for two promissory notes of $1,500,000 each, carrying interest at 6% per annum, due and payable on January 31, 2007 and January 31, 2010. As this merger was between entities under the common control, the issuance of the promissory notes to the majority shareholder was recorded as a distribution to the majority shareholder. The merger has been accounted for on historical cost basis. The company provides Internet based media and advertising services through its network of financial websites. The company provides full array of customized investor awareness programs such senior management interviews, text and display advertising, press releases, conferences and seminars, and email marketing.

Digital WallStreet, Inc. was incorporated in Nevada on June 12, 2002, and commenced its operations during the first quarter of 2003. WallStreet is a full service financial media company focused on applications that enable investors to collaborate directly with publicly traded companies. The company provides internet media and advertising services through its network of financial websites.

On January 6, 2006, Clicker acquired 100% of the equity in WallStreet pursuant to an Agreement and Plan of Reorganization dated September 19, 2005 by and between WallStreet and the Company. Clicker, formerly known as Financial Media Group, Inc., and prior to that known as Giant Jr. Investments Corp., was incorporated in Nevada in 1984 as Business Development Company, Inc. Pursuant to the acquisition of WallStreet, WallStreet became the wholly-owned subsidiary of Clicker, Inc. The former shareholders of WallStreet received 19,998,707 shares or 82% of the issued and outstanding shares of the Company’s common stock in exchange for all the issued and outstanding shares of WallStreet.

The acquisition of WallStreet was accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of WallStreet obtained control of the consolidated entity. Accordingly, the reorganization of the two companies was recorded as a recapitalization of WallStreet, with WallStreet being treated as the continuing operating entity. The historical financial statements presented herein will be those of WallStreet. The continuing entity retained August 31 as its fiscal year end.

On February 10, 2006, Financial Media Group, Inc. established a 100% wholly owned subsidiary Financial Filings Corp. This business unit focuses on providing edgarization and newswire services to small and mid-sized public companies. These compliance services provide formatting of pertinent SEC filings and distribution of news in more than 30 languages to media outlets in more than 135 countries.

On June 13, 2006, Financial Media Group, Inc. established a wholly-owned subsidiary My WallStreet, Inc. and launched in January 2007, http://my.wallst.net, an online community for investors

In January 2007, the Company acquired the trade name “The Wealth Expo” and formed a wholly owned subsidiary The Wealth Expo Inc. on June 12, 2007. The Wealth Expo provides a broad range of information on investing techniques, and tools to investors through workshops and exhibits held throughout the United States.
 
 
 
6

 
 
 
NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 

Basis of Presentation
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited financial statements for the year ended August 31, 2009 were filed on December 21, 2009 with the Securities and Exchange Commission and is hereby incorporated by reference. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months period ended May 31, 2010 are not necessarily indicative of the results that may be expected for the year ended August 31, 2010.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries WallStreet Direct, Inc., Digital Wall Street, Inc., Financial Filings, Corp., My WallStreet, Inc. and Wealth Expo Inc. All significant inter-company accounts and transactions have been eliminated.

Use of Estimates

In preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. Account receivable amounted to $310,396 and $27,172, net of allowance for doubtful debts amounted to $229,099 and $201,872 as of May 31, 2010 and August 31, 2009, respectively.

Marketable Securities

The Company’s investments in securities are classified as available-for-sale and, as such, are carried at fair value based on quoted market prices. Securities classified as available-for-sale may be sold in response to changes in interest rates, liquidity needs, and for other purposes.

Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s equity. Realized and unrealized gains and losses for securities classified as available-for-sale are included in the statement of operations and comprehensive gain, respectively.

 
7

 

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets from three to five years. Expenditures for maintenance and repairs are charged to expense as incurred.

Revenue Recognition Policy

We recorded revenues on the basis of services provide to our client for a fixed determinable fee pursuant to a contractual agreement. In lieu of providing services, we receive from our clients’ cash and/or securities, as compensation for providing such services.

Our primary source of revenue is generated from building and developing stand alone brands that incorporate social networking, providing Internet based media and advertising services, and a full array of customized investor awareness programs to small and medium sized companies through its financial websites www.wallst.net and my.wallst.net. The services includes web developing, audio and video production of senior management interviews, text and display advertising, press releases, e-mail marketing, and promotion across our network of web sites. These services are provided by our subsidiaries WallStreet Direct, Inc. and Digital WallStreet, Inc. Revenues from Internet based media and advertising services are recognized and recorded when the performance of such services completed. We adhere to the guidelines established under Staff Accounting Bulletin 104 whereby, we execute a contractual agreement with the client for a fixed fee to perform services, delivery of services had occurred when we perform the contracted services, and collectibility of the fees have occurred when we receive cash and/or marketable securities in satisfaction for services provide.

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107 (ASC 825), Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying, as financial instruments are a reasonable estimate of fair value.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk are cash, accounts receivable and marketable securities. The Company places its cash with financial institutions deemed by management to be of high credit quality. The amount on deposit in any one institution that exceeds federally insured limits is subject to credit risk. All of the Company’s investment in marketable securities are considered “available-for-sale” and are carried at their fair value, with unrealized gains and losses (net of income taxes) that are temporary in nature recorded in accumulated other comprehensive income (loss) in the accompanying balance sheets. The fair values of the Company’s investments in marketable securities are determined based on market quotations. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required.

Reporting Segments

Statement of financial accounting standards No.131 (ASC 250), Disclosures about segments of an enterprise and related information SFAS No. 131 (ASC 250) , which superseded statement of financial accounting standards No. 14, Financial reporting for segments of a business enterprise, establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements regarding products and services, geographic areas and major customers. SFAS No. 131(ASC 250) defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances.
 
 
 
8

 

 
The Company offers a broad range of services to its clients and its primary source of revenue is generated from providing web developing into internet based media and advertising services and a full array of customized investor awareness programs to small and medium sized companies through its financial websites http://www.wallst.net, http://my.wallst.net and http://tv.wallst.net. The Company also provides newswire and compliance services including preparation of registration statements, electronic filings and reporting of SEC documents (EDGAR), preparation of proxy materials and news distribution to the same types of clients whom the Company provides Internet based media and advertising services. The Company started to offer a broad range of information on investing techniques and education tools to investors through workshops, exhibition sales, speaking presentation sales, collateral material sales and advertising sales.

However, the revenue generated, assets and net loss from the two sources, i.e. news wire and compliance services, and investing techniques and education tools services, is less than 10% of the total revenue, total assets and total net loss, respectively. Hence, SFAS 131 has no effect on the Company's financial statements as substantially all of the Company's operations are conducted in one primary industry segment i.e. providing Internet based media and advertising services and a full array of customized investor awareness programs to small and medium sized companies.

Stock-Based Compensation

The Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS No. 123R”) (ASC 718), under the modified-prospective transition method on January 1, 2006. SFAS No. 123R requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value

Issuance of Shares for Services

The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.

Comprehensive Income

Statement of financial accounting standards No. 130 (ASC 220), “Reporting Comprehensive Income,” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity, except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in financial statements that are displayed with the same prominence as other financial statements.

Recent Accounting Pronouncements

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have a material impact on its consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity. The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
 
 
 
 
9

 

 
In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
 
In February 2010, FASB issued ASU No. 2010-9 –Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The amendment is effective for interim and annual reporting periods in fiscal year ending after June 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.

Reclassifications

Certain comparative amounts have been reclassified to conform to the current period’s presentation.

NOTE 3  MARKETABLE SECURITIES

The Company receives cash and/or securities of client companies as payment in full for services rendered. The numbers of shares the Company receives for services is based on contract amount, and the number of shares is determined based on the bid price at the time of signing the agreement. The securities received from clients are classified as available-for-sale and, as such, are carried at fair value based on the quoted market prices. The securities comprised of shares of common stock of third party customers and securities purchased. Securities classified as available-for-sale may be sold in response to changes in interest rates, liquidity needs, and for other purposes. The Company does not currently have any held-to-maturity or trading securities.
 
Marketable securities classified as available for sale consisted of the following as of May 31, 2010:
 
Name
 
No
   
Cost
   
Market value
   
Accumulated unrealized Gain/(Loss)
 
 Traded on
VOIP PAL.com, Inc. VPLM
    2,500,000     $ 15,000       30,000       15,000  
PK
Sunrise Consulting Group (SNRS.pk)
    515,000,000       51,500       103,000       51,500  
PK
Delta Mining & Exploration Corp. (DMXC.PK)
    10,000,000       50,000       50,000       -  
PK
Others
    88,211,723       31,676       45,366       13,660    
                                   
Total
            148,176       228,366       80,160    
 
 
10

 
 
Marketable securities classified as available for sale consisted of the following as of August 31, 2009
 
Equity Securities Name and Symbol
 
Number of shares held at August 31, 2009
   
Cost
   
Market Value at August 31, 2009
   
Accumulated Unrealized Gain/(Loss)
 
Traded on Pink Sheets (PK) or Bulletin Board (BB)
Sunrise Consulting Group (SNRS.pk)
    515,000,000     $ 51,500     $ 51,500     $ (1 )
PK
FIMA, Inc fima
    357,000       14,994       10,674       (4,320 )
PK
GENCO Corp GNCC
    294,118       17,647       8,824       (8,823 )
PK
GeneThera Inc (GTHR)
    261,000       14,355       23,229          
PK
OneScreen Inc (VidShadow Inc) OSCN
    14,705       44,115       73,562       29,411  
PK
Made in America Entertainment, Inc. (MAEI)
    312,578       250,000       -          
PK
VOIP PAL.com, Inc. VPLM
    2,500,000       15,000       25,000       10,000    
Others - Less than $10,000 cost
    89,659,900       36,040       87,777       63,646    
            $ 443,651     $ 280,566     $ 89,913    
 
 
As of May 31, 2010, the Company evaluated its marketable securities holdings by valuing the securities according to the quoted price of the securities on the stock exchange.

It is the Company’s policy to assess its marketable securities for impairment on a quarterly basis, or more frequently if warranted by circumstances. The Company recognized an impairment loss on the marketable securities of $89,970 for the nine months periods ended May 31, 2010 compared to $1,320,395 for the same periods in 2009.

The Company reviews, on a quarterly basis or more frequently if warranted by circumstances, the carrying value of the marketable securities it receives from its customers for providing services. The Company records impairment expense each quarter when the market value of the securities received show a consistent decline over 90 to 180 days, and the carrying amount of the marketable securities exceeds its fair value by 50% or more, and is deemed not recoverable. As such, the Company records on a quarterly basis in its financial statements the impairment loss for the difference between the carrying amount of the marketable securities and their fair value.

To safeguard the Company with impairments of marketable securities, the Company has revised its contractual terms on its agreements with its clients which provides that, in the event during the term of the agreement, the share bid price declines by more than ten percent (10%) of the share bid price on the date of execution of the agreement, the Client would agree to issue additional shares of their common stock to the Company in order to make up the deficiency caused by the reduction in the value of their stock.
 
 
 
 
 
11

 

 
Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s equity. Realized gains and losses for securities classified as available-for-sale are reported in the statement of operations and comprehensive gain.

The Company sold marketable securities during three months and nine months periods ended May 31, 2010 and recorded realized gain of $115,156 and $317,589 as compared to realized loss of  $172,392 and $610,895  in 2009, respectively.

NOTE 4  PROPERTY AND EQUIPMENT

Property and equipment consist of the following:
 
   
May 31, 2010
   
August,
31, 2009
 
Office and computer equipment
 
$
191,653
   
$
191,653
 
                 
Less accumulated depreciation:
   
(178,197
)
   
(154,525
)
   
$
13,456
   
$
37,128
 

Depreciation expense for the nine months periods ended May 31, 2010 and 2009 was $23,672 and $45,406 respectively.

NOTE 5  ACCRUED EXPENSES

Accrued expenses consist of the following:
 
   
May 31, 2010
   
August 31, 2009
 
Accrued legal & Consulting fees
 
$
157,805
   
$
161,837
 
Accrued interest
   
7,467
     
72,709
 
Accrued salaries and payroll taxes
   
561,673
     
539,852
 
Others
 
 
80,000
     
45,000
 
   
$
806,945
   
$
819,398
 

NOTE 6 DUE TO RELATED PARTIES

Due to officers and an entity owned by an officer, consist of the following:

   
May 31, 2010
   
August 31, 2009
 
Accrued officer’s compensation
 
$
92,698
   
$
796,140
 
Accrued consulting fees
   
-
     
4,149
 
Accrued interest
   
248,373
     
248,373
 
   
$
341,071
   
$
1,048,662
 

The Company recorded an expense of $256,510 and $276,564 for the nine months ended May 31, 2010 and 2009 for compensation and benefits provided to the Chief Executive Officer of the Company. The due balances were interest free, due on demand, and unsecured as of May 31, 2010 and August 31, 2009, respectively
 
 
 
12

 
 

 
NOTE 7  NOTE PAYABLE

Effective August 22, 2009 the Company issued a six month $100,000 unsecured promissory note to Mr. Manu Ohri, the Company’s former Chief Financial Officer (Mr. Ohri).  The Company accrued interest on the outstanding balance on February 22, 2010 at 10% annually. 

On March 5, 20010, the Company executed a promissory note of $170,000 to a third party, unsecured, non-interest bearing and due on September 5, 2010. The promissory note requires an annual interest rate of 10% as default of payment on September 5, 2010.

NOTE 8  CONVERTIBLE NOTE

Between August 2009 through February 2010, CLICKER Inc. (the “Company”) entered into Exchange Agreement with Painted Post Group, Inc (“PPG”), Lotus Funding Group, LLC (“Lotus”), and Greystone Capital Partners, Inc. and in exchange promissory notes to debenture conversion notes. The Debentures do not accrue interest and mature on about December 2009 through February 2010. The debenture holders have the right to convert all or a portion of the principal into shares of common stock of the Company at a conversion price equal to fifty percent (50%) of the average of the closing bid price of the Company’s common stock (“Common Stock”) during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP (the “Conversion Price”).  The debenture to Lotus Funding Group, LLC (“Lotus”) has matured on December 31, 2009, and the debenture holders has two options to either demand the Company to repay the balance in full or convert the remaining balance at twenty percent (20%) of the average of the closing bid price of the Company’s common stock during the five  (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP (the “ Conversion Price”).  The Company has estimated that it will take two (2) years for Lotus to fully convert the remaining balance.
 
On November 18, 2009, CLICKER Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with SBCH Charitable Foundation, an accredited investor (the “Investor”), providing for the sale by the Company to the Investor of a 10% convertible debenture in the principal amount of $120,000 (the “Debenture”). The Debenture accrues interest at 10% and matures on November 18, 2010. At any time, SBCH has the right to convert all or portion of the principal into shares of common stock of the Company a conversion price equal to forty percent (40%) of the average of the closing bid price of the Company’s common stock (“Common Stock”) during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP (the “Conversion Price”).  

On December 10, 2009, the “Company” entered into a private offering under Regulation D of Securities Act of 1993 (the “Private Offering”) of $50,000 convertible debenture with Asher Enterprises, Inc. in which the Debenture accrues interest at 8% and matures on December 10, 2010. At any time, Asher has the right to convert all or portion of the principal into shares of common stock of the Company a conversion price equal to fifty percent (50%) of the average of the closing bid price of the Company’s common stock (“Common Stock”) during the ten (10) trading days immediately preceding the conversion date as quoted by Bloomberg, LP (the “Conversion Price”).  

On December 16, 2009, CLICKER Inc. (the “Company”) entered into an Exchange Agreement with Thalia Woods Management (“Thalia”), pursuant to which Thalia exchanged a $158,534 promissory note for a $158,534 convertible debenture (the “Debenture”).  The Debenture does not accrue interest and matures on December 16, 2010.  Thalia has the right to convert all or a portion of the principal into shares of common stock of the Company at a conversion price equal to fifty percent (50%) of the average of the closing bid price of the Company’s common stock (“Common Stock”) during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP (the “Conversion Price”).  Thalia’s right and obligation to convert the Debenture and receive Common Stock is restricted such that Thalia’s beneficial ownership shall not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.

On April 30, 2010, the Company entered into agreement to convert Cortell Communication Inc.’s promissory note into a convertible debenture note in the amount of $72,100, which includes the $70,000 principal amount, a $2,100 accrued interest. Cortell Communication Inc. converted full amount of the debenture the quarter ended May 31, 2010. The Company has issued 3,086,221 common shares to exchange full amount of convertible debenture note.

 
 
 
13

 
 

 
The amount of outstanding note payable associate with debt discount as of:

   
May 31, 2010
   
August 31, 2009
 
Convertible Note Payable
  $ 395,479     $ 100,000  
Unamortized discount
    (364,586 )     (86,957 )
Convertible note payable, net
  $ 30,893     $ 13,043  

The amortization of the beneficial conversion features discount was $503,022 and $0 for the nine months ended May 31, 2010 and 2009, respectively.  The amortization of beneficial conversion was recorded in interest expense in the other income (expense) section of the statement of operations. The unamortized amount of beneficial conversion features discount were $364,586 as of May 31, 2010.

NOTE 9   DERIVATIVE LIABILIY

As mention in note 8, the conversion rates for convertible notes were subjected forty percent (40%) to fifty percent (50%) of the average of the closing bid price of the Company’s common stock (“Common Stock”) during the five (5) to ten (10) trading days immediately preceding the conversion date.  As a result, the number of potential conversions could not determined for each reporting period, Therefore, the Company classified all potentially beneficial conversions as derivative liabilities. The beneficial conversion features were analyzed in accordance with (ASC 815), paragraph 9, which requires all contracts classified as liabilities to be measured at fair value, with changes in fair value reported in earnings as long as the contracts remain classified as liabilities.

The Company determined the fair value of beneficial conversion features liability for Lotus Funding Group note to be $116,752 on August 31, 2009.

The Company has issued five additional convertible notes to Painted Post Group (PPG), SBCH Charitable Foundation, Asher Enterprises Inc., Thalia Woods Management Inc., and Greystone Capital Partners during the period of nine months ended May 31, 2010.  At the date of issuance the Company determined the fair value of these five beneficial conversion features liability to be $780,631

The Company determined the fair value of all outstanding beneficial conversion features to be $680,493 as of May 31, 2010, which was calculated using the Black Sholes model with the following assumptions:

·  
risk free rate of return of 0.22%
·  
volatility of 198.91%
·  
dividend yield of 0%; and
·  
an expected terms of 8 to 21 months.

The decrease in the fair value of the beneficial conversion features was determined to be $216,180 for the nine months ended May 31, 2010, and was recorded in the other income (expense) section of the statement of operations.

NOTE 10  EQUITY TRANSACTIONS

Common Stock

On January 26, 2010, we proposed a consolidation of all our outstanding common shares as record date of February 18, 2010, also known as a reverse stock split by 300:1. This reverse stock split reduced the total number of issued and outstanding common shares from 155,729,507 to 521,000. As a result of the reduction in the number of common shares, the market price per common share increased. However, there is no assurance that the post-reverse stock split price will be equal to or greater than the consolidation ratio multiplied by the pre-reverse stock split price on a going forward basis.
 
 
 
 
14

 

 
 
We affected the 300 for 1 reverse stock split of our common stock on April 1, 2010, as a result of which every 300 issued and outstanding shares of common stock has been combined into one share.  Any fractional share as result of the reverse stock split received a whole share in lieu of any fractional share to which they might otherwise have been entitled. The reverse stock split retroactively affected all of our then issued and outstanding shares of common stock, as well as the number of shares issuable upon the exercise of the outstanding stock options and warrants.
 
On April 13, 2010, the Company issued 26,666,666 shares of the company's common stock to Junior Capital Inc. for retirement of $800,000 indebted on behalf of Chief Executive Officer.
 
During the nine months ended May 31, 2010, the Company issued the following shares of common stock:

·  
3,556,011 shares for the payment of $89,847 at conversion prices between $0.001 and $0.034 for Lotus convertible note;
·  
678,876 shares for the payment of $50,000 at conversion prices between $0.001 and $0.043 for Paint Posted convertible note;
·  
5,552,766 shares for the payment of $158,534 at conversion prices between $0.001 and 0.038 for Thalia Woods Management, Inc’s note.
·  
3,086,221 shares for the payment of $72,100 at conversion prices between $0.016 and 0.030 for Cortell Communication Inc.’s note.
·  
11,819,194 shares for the payment of $276,328 at conversion prices between $0.018 and 0.03 for Greystone Capital Partners Inc.’s note.
·  
105,000 shares to consultants valued at $106,550 in exchange for their services.
 
Outstanding Warrants:

The company has no warrants outstanding at May 31, 2010.
 
Outstanding Stock Options:

2007 Non-Qualified Stock Option Plan (“2007 Non-Qualified Plan”):

On January 5, 2007, the Company adopted the 2007 Non-Qualified Plan and reserved a maximum of 3,000,000 shares of common stock as Options to grant to employees, non-employee directors, consultants and advisors. The stock subject to Options granted under the Non-Qualified Plan shall be shares of the Company’s Common Stock, par value $0.001 per share. The 2007 Non-Qualified Plan shall terminate within ten (10) years from the date of adoption by the Board of Directors or sooner, and no Options shall be granted after termination of the plan. The Options have been granted to certain employees and consultants to purchase Common Shares at prices equal to fair market value on the date of grant.

As of May 31, 2010, there are no stock options outstanding under the 2007 Non-Qualified Plan

2008 Non-Qualified Stock Option Plan (“2008 Non-Qualified Plan”):

On July 2, 2008, the Company adopted the 2008 Non-Qualified Plan and the Board of Directors approved the reservation of 2,000,000 shares of the Company’s authorized but unissued common stock for issuance under the plan. As of May 31, 2010, no options have been granted under the 2008 Non-Qualified Plan.
 
 
 
15

 
 

 
2007 Equity Incentive Plan (“2007 Equity Plan”):

On February 6, 2007, the Company adopted the 2007 Equity Plan which was approved by the shareholders on April 11, 2007, and reserved 3,000,000 shares of the Company’s authorized common stock as Options to grant to employees, directors and officers. On August 28, 2008, the shareholders approved reserving an additional 4,000,000 common shares for issuance under the 2007 Equity Plan for a total of 7,000,000 common shares. The stock subject to Options granted under the 2007 Equity Plan shall be the Common Shares of the Company’s common stock, par value $0.001 per share. The 2007 Equity Plan shall become effective and shall remain in effect until all Common Shares subject to the 2007 Equity Plan have been purchased or acquired according to the terms of the 2007 Equity Plan or the 2007 Equity Plan is terminated by the Board or January 4, 2017, whichever is earlier. No stock Options shall be granted after termination of the plan. The Options have been granted to certain employees to purchase Common Shares at prices equal to fair market value on the date of grant.The number and weighted average exercise prices of stock Options granted by the Company at May 31, 2010 are as follows:
 
   
Options
Outstanding
   
Weighted
Average
Exercise Price
   
Aggregate
Intrinsic Value
 
Outstanding - August 31, 2009
   
16,083
   
$
0.08
   
$
-
 
Granted
   
-
     
-
     
-
 
Exercised
   
-
     
-
     
-
 
Expired/forfeited
   
-
     
-
     
-
 
Outstanding – May 31, 2010
   
16,083
   
$
0.08
   
$
1,055
 

Following is a summary of the status of stock Options outstanding at May 31, 2010:

Range of
Exercise Prices
   
Total
Options
Outstanding
   
Weighted
Average
Remaining
Life (Years)
   
Total
Weighted
Average
Life
   
Options
Exercisable
   
Weighted
Average
Exercise Price For Exercisable
 
$ 0.015 - $0.30       16,083       7.15     $ 6.93       15,383     $ 0.07  
          16,083       7.15     $ 6.93       15,383     $ 0.07  

NOTE 11  BASIC AND DILUTED NET LOSS PER SHARE

Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128) (ASC 260), “Earnings per share.” SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
 
 
 
 
16

 

 
 
The Company has the following the number of shares issuable upon the exercise of the outstanding stock options, warrants, and convertible notes payable as of May 31, 2010 and August 31, 2009
 
   
May 31, 2010
   
August 31, 2009
 
Options
    16,083       16,083  
Warrants
    -       7,600  
Convertible notes payable
    5,793,252       34,843,206  
Total
    5,809,335       34,866,889  
 
The net earnings/(loss) per shares is computed as follows:
 
   
Three months ended May 31,
   
Nine months ended May 31,
 
   
2010
      2009       2010       2009  
                               
Basis and dilutive net income/(loss) per share
                             
Numerator:
                             
Net income/(loss)
  $ 22,336     $ (433,630 )   $ (955,279 )   $ (2,563,925 )
                                 
Denominator
                               
Basis weighted average number of common shares outstanding
    19,239,921       262,535       6,728,578       239,021  
Basis net income/(loss) per share'
  $ 0.00     $ (1.65 )   $ (0.14 )   $ (10.73 )
                                 
Diluted weighted average number of common shares outstanding
    22,367,815       262,535       6,728,578       239,021  
Diluted net income/(loss) per share
  $ 0.00     $ (1.65 )   $ (0.14 )   $ (10.73 )
 
NOTE 12  SUPPLEMENTAL DISCLOSURES OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as defined under the Financial Accounting Standard No. 95. The Company paid $0 for interest and $0 for income taxes during the nine months ended May 31, 2010 and 2009, respectively.

During the period ended May 31, 2010, the Company has issued common shares to settled $646,556 convertible notes payable to various note holders, $800,000 for accrued salaries to the Chief Executive Office.

NOTE 13  COMMITMENTS AND CONTINGENCIES

Operating Lease

The Company leases its corporate office facilities in California from a third party under an operating lease on monthly basis. Rent expense under the operating lease for the nine months ended May 31, 2010 and 2009 was $193,664 and $311,397, respectively. The Company has no future lease obligations.

Contingencies

From time to time, the Company may be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination or breach of contract actions incidental to the normal operations of the business. The Company is currently in discussions in negotiating the claims and settling the judgments with the parties.

PR Newswire Association, Inc. vs. Financial Filings Corporation, Digital Wall Street, Inc. and WallStreet Direct, Inc., Superior Court of New Jersey, Hudson County, Civil Division #5, Docket No. L-878-09.  On February 12, 2009, PR Newswire filed litigation against us and our subsidiaries to pay $74,194.60 for services provided by PR Newswire. The balance has been included in current liability on the accompanying consolidated financial statements. The company is in negotiations to settle the judgment
 
 
 
17

 
 

 
Axon Networks, Inc. vs. Wall Street Direct, Inc., Superior Court of Arizona in and for the County of Maricopa County Civil Action  #CV2009-00035. On February 4, 2009, Adon Networks filed a action to collect $41,966 in amounts due for services provided to Wall Street Direct.  The amount has not yet been paid and our subsidiary is in negotiations for settlement. The balance has been included in current liability on the accompanying consolidated financial statements. The company is in negotiations to settle the judgment

Renaissance Hotel Management Company, LLC vs. Financial Media Group, Inc., Cook County Court, Illinois, First Municipal District, Case No. 08M110495. On January 22, 2008, litigation claiming $20,250 from us was commenced under the above-entitled action. On September 10, 2008, a judgment was entered against us in the amount of $14,371.87 and said amount remains unpaid and the company is in negotiations to settle the amount. The balance has been included in current liability on the accompanying consolidated financial statements. The company is in negotiations to settle the judgment

CBS Outdoors, Inc. vs. Financial Media Group, Inc., New York City Civil Court Index No. CV-003947-08/NY. On March 27, 2008, a Stipulation of Settlement was entered between CBS Outdoors and us for a sum of $16,800. A default judgment in the amount of $17,794.85 was entered against us on October 16, 2008. The balance has been included in current liability on the accompanying consolidated financial statements

Dow Jones & Company, Inc. DBA Dow Jones Marketwatch as successor in interest to Marketwatch, Inc. vs. Financial Media Group, Inc. Et. Al., Superior Court of California, County of Orange, Case No. 30-2208 00112726. On September 30, 2008, Dow Jones filed a complaint for a breach of contract against us for failing to pay $42,000 in licensing fees for using Marketwatch’s financial information and analytical tools relating to securities pursuant to the terms as required by the License and Service Agreement. On March 4, 2009, a judgment for $48,162.40 was awarded in favor of Dow Jones, and said amount remains unpaid. The balance has been included in current liability on the accompanying consolidated financial statements. The company plans to challenge or settle the judgment

NOTE 14   GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. The Company had an accumulated deficit of $16,776,530 as of May 31, 2010 and has incurred net loss of $955,279 for the nine months ended May 31, 2010. In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort during the period ended February 28, 2010 towards (i) obtaining additional equity financing, (ii) evaluation of its marketing methods and (iii) further streamlining and reducing costs.



 
18

 


Item 2. Management’s Discussion and Analysis of Financial Condition

This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our services, fluctuations in pricing for materials, and competition.

Overview and Recent Transactions
 
On May 12, 2009, we changed our name from Financial Media Group, Inc. to  Clicker Inc.  (the “Company,” "We," or "Clicker"). We are a web publisher brand builder focused on developing stand alone brands that incorporate social networking and reward properties that leverage content, commerce and advertising for the next generation global internet users.

Effective March 23, 2010, we effected a consolidation of all our outstanding common shares, also known as a reverse stock split, by a ratio of 300:1. This reverse stock split reduced the total number of issued and outstanding common shares from 155,729,507 to approximately 521,000. As a result of the reduction in the number of common shares, the market price per common share proportionally increased. However, there is no assurance that the post-reverse stock split price will be equal to or greater than the consolidation ratio multiplied by the pre-reverse stock split price on a going forward basis. Any fractional share as result of the reverse stock split received a whole share in lieu of any fractional share to which they might otherwise have been entitled. The reverse stock split affected all of our then issued and outstanding shares of common stock, as well as the number of shares issuable upon the exercise of then outstanding stock options and warrants.
 
We are attempting to build internet brands from the conceptual level to launch. Our strategy is to focus on the development of “big idea” type web properties. The strategy is to then develop these ideas from proof of concept to a developed website and then position the property to be sold to a larger managing principle and/or partner or continue to own and operate the entity.

The development of these internet websites has four main stages of development:

Stage One:
The idea and concept stage of a potentially good idea. At this stage a budget and timeline for the property is developed. The size of the market and our plan for integration or exit is established. Additionally the business model is introduced at this level.
Stage Two:
The development of the property is laid out. Site layout and design is established. Logic and user flow and finally site architecture and design are established.
Stage Three:
The site is launched and the operational model is implemented in beta form. We begin to scale some web traffic and begin to test the model. The site is officially launched in the beta stage and can be in a few different versions
Stage Four:
Full operation stage and the property should now have gone though a couple stages of beta with the model pretty much established. The property is established for operation as a subsidiary while positioning for sale or executive control.
 
 
 
 
19

 
 

 
Web Properties

Forwant.com

Graphic

ForWant.com is a free classified advertisements site with millions of ads posted by users.  The website allows users to post advertisements for and search a variety of specialized categories including, housing, merchandises, services, personal ads and employment listings in specialized communities in the United States and Canada, as well as other countries such as United Kingdom, India and Ireland.   The website also has paid premium content and sections. The property has millions of visitors in the last three months and has available millions of listings throughout its network. The property is now incorporated under ForWant Inc and ready to begin operations as a standalone entity. Competitors for the property are Craigslist, kijiji (an eBay company), Hotjobs (yahoo), and Monster.

Cashclicker.com and C2we.com

Graphic
Graphic
 
Cashclicker.com is an e-reward site that will reward registered users on everyday consumption of content, commerce and search. C2we.com is the social network site that is affiliated with Cashclicker.com. Both sites, which are currently in development, have been delayed due to capital constraints and are now expected to launch in the fourth quarter of 2010. The model for this property is to provide a rewards program that incorporates Social Networking whereby users are paid to review offers, websites and fill out surveys. The platform for that is through a website with an added search component. Plans call for the revenue model for this property to be largely advertising driven model incorporating CPA (cost per action), CPM (cost per thousand), CPC (cost per click) type ad solutions. Plans also call for a premium membership whereby members can have added benefits.

Sippinit.com
 
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Sippinit.com (www.sippinit.com) is an online pop, entertainment and gossip property that will incorporate social networking with entertainment gossip. The property, which is in development, has been delayed due to capital constraints and is now expected to launch in the fourth quarter of 2010.  Plans call for the property to be entertainment and gossip site that pulls entertainment feeds while users will be able to comment and gossip on the events. The platform will also call for users to be able to create a social networking pulse about a story or an event. The property will be advertising driven gathering to the entertainment ad market that will largely be in the event arenas. Users can promote its events through social network and anticipated to be paid on a cost per post type model. Additionally, plans call for conversational marketing to be also implemented.
 
 
 
 
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ItsMyLocal.com
 
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ItsMyLocal.com is a reward property incorporates local search and rewards with local peer to peer social networking and rewards. The site, which is in the concept stage, has been delayed due to capital constraints and is now expected to launch in the fourth quarter of 2010.  The strategic plan for the brand is to provide a social network and rewards to local search whereby users of local participating patrons can receive coupons from their local vendors. Plans call for these patrons to become members and rate the established while offering coupons or special offers to their friends within the network. Competitors included Local.com and yelp.com.

Sportsgulp.net
 
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Sportsgulp.net is a social networking website and gossip channel for sports enthusiasts. The property, which is in development, has been delayed due to capital constraints and is now expected to launch in the fourth quarter of 2010. Plans call for the property to pull conventional sports feeds while allowing users a more interactive social networking component whereby the sports community could be more interactive with each other by incorporating social networking tools.

Wallst.net and Mywallst.net
 
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Wallst.net & Mywallst.net are a financial social community provides an open forum for likeminded investors to share and collaborate and mentor. The site offers message boards, quotes as well as in depth video interviews which have aired on both internet and/or television. Through its wholly owned subsidiary, Wallstreet Direct Inc, these properties have been the cornerstone and main focus for the company. And while the property is in itself been very successful having been the staple of revenue for the company over the years, the industry as a whole has suffered greatly and the company focus will be more development of the other brands.
 
Financial Filings Corp.

Financial Filings Corp. was launched in March 2006 and provides news distribution and electronic document conversion services to public companies for filing to the EDGAR website of the Securities and Exchange Commission (“SEC”).

Competition

Generally, competitive factors within the internet and web development market include the range and depth of financial tools and dimensions of email offerings, the quality of web site content, and the reliability of reference information provided. We are aware of several companies which are much larger and have greater name recognition, that provide some level of presence and awareness in similar delivery formats.

Results of Operations

Our consolidated results of operations for the three and nine months ended May 31, 2010 and 2009 include our wholly-owned subsidiaries WallStreet, Financial Filings, Corp., My WallStreet, Inc., and The Wealth Expo Inc.
 
We reported net income of $22,336 and a net loss of $955,279 for the three and nine months ended May 31, 2010, respectively, compared to net losses of $433,630 and $2,563,925 for the same periods ended May 31, 2009, respectively. We recorded an increase in net income from a net loss for the three months ended May 31, 2010 compared to the same period in 2009 due to an increase of $317,733 in non-operating income from a change in derivative liability, an increase of $314,435 in revenue, an increase of $287,548 of gains on the sale of marketable securities and a reduction of $230,606 in impairment of marketable securities, which was offset by an increase of $269,603 in interest expense, a decrease of $216,430 of other income and an increase of $215,895 in selling, general and administrative expenses.
 
We recorded a decrease in net loss for the nine months ended May 31, 2010 compared to the same period in 2009 due to a reduction of $1,230,425 in impairment of marketable securities, an increase of $928,484 of gains on the sale of marketable securities, a decrease of $454,766 in selling, general and administrative expenses and $216,890 in non-operating income from a change in derivative liability, which was offset by a decrease of $520,653 in revenue, an increase of $507,046 in interest expense and a decrease of $216,430 of other income.
 
 
 
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Revenues

Revenues for the three and nine month periods ended May 31, 2010 were $433,828 and $675,332, respectively, compared to $119,393 and $1,195,985 for the same periods in 2009, respectively. Revenues increase by $314,435 (263%) for the three months ended May 31, 2010 from the three months ended May 31, 2009, and decreased $520,653 (44%) for nine months ended May 31, 2010 from the nine months ended May 31, 2009, due to significant decrease in advertisements on our website resulting from the current economic conditions and recent downturn in financial markets, which caused our clients to spend significantly less money on internet advertising, and the increase in three months revenue derived from our new line of business as web development and brand builder.

Operating Expenses

Selling, general, and administrative expenses (S,G&A) for the three and nine months ended May 31, 2010 were $555,015 and $1,517,653, respectively, compared to $339,120 and $1,972,419 for the same periods in 2009, respectively. SG&A expenses increased by $215,895 (63%) due to an increase in spending in sales and marketing personnel to promote new line of business and decreased $454,766 (23%) primarily due to reduction in payroll costs, reduction in administrative, sales and marketing personnel due to downsizing during the three and nine months ended May 31, 2010 as compared to the same periods in 2009, respectively.
 
Depreciation expense for the three and nine months ended May 31, 2010 was $7,563 and $23,672 compared to $15,135 and $45,406 for the same periods in 2009, respectively. The decrease in depreciation expense resulted from some equipment having been fully depreciated.
 
Interest expense for the three and nine months ended May 31, 2010 was $302,603 and $549,795 compared to $33,000 and $42,749 for the same periods in 2009, respectively. The increase in interest expense for the three and nine months ended May 31, 2010 resulted from amortization of the beneficial conversion feature interest on convertible notes issued during the three and nine months ended May 31, 2010.

Realized gain on sale of marketable securities for the three and nine months ended May 31, 2010 was $115,156 and $317,589, respectively, compared to realized loss of $172,392 and $610,895 for the same periods in 2009, respectively. We sold marketable securities held in our possession and realized gains on their sale to fund our operating costs. Unrealized gain at May 31, 2010 was $80,160 compared to $692,507 for the same period in 2009. Unrealized gain resulted from the increase in market value of the marketable securities held at May 31, 2010.

We recorded an expense of $317,773 and $216,890 in change of derivative liability for the three and nine months ended May 31, 2010, respectively, as compared to zero for the same periods in 2009. The increased derivative liability resulted from our issuance of six convertible notes for the three and nine months ended May 31, 2010.

Liquidity and Capital Resources

Cash and cash equivalents were $22,378 at May 31, 2010 compared to $32,380 at August 31, 2009. As shown in the accompanying consolidated financial statements, we recorded a loss of $955,279 for the nine months ended May 31, 2010 compared to a loss of $2,563,925 for the same period in 2009. Our current liabilities exceeded our current assets by $2,847,823 at May 31, 2010 and net cash used in operating activities for the nine months ended May 31, 2010 was $762,475. These factors and our ability to meet our debt obligations from current operations, and the need to raise additional capital to accomplish our objectives raises doubt about our ability to continue as a going concern.

We expect significant capital expenditures during the next 12 months, contingent upon raising capital. These anticipated expenditures are for software development, assets additions, administrative overheads and working capital requirements. We do not have sufficient funds to conduct our operations for more than a month and we will need an additional $2,000,000 to fund our anticipated operations for the next 12 months, depending on revenues from operations. We have no contracts or commitments for additional funds and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our historical operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.
 
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.
 
 
 
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Whereas we have been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

-
curtail operations significantly;
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sell significant assets;
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seek arrangements with strategic partners or other parties that may require the company to relinquish significant rights to products, technologies or markets; or
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explore other strategic alternatives including a merger or sale of our company.

We have been able to meet our obligations through liquidation of our “Market Securities” portfolio; however, we have missed opportunities to maximize our value, due to the untimely demands for cash not matching with the highest market value. The components of the current liabilities specifically the “Deferred Revenue” classification, reflects a more informative view. As we enter into sundry contracts for services with our customers, contractually the revenue is earned upon execution of the agreement. We are in compliance with GAAP and amortize this revenue stream over the life of the contract, resulting in a non-cash reduction of this liability.

SBCH Private Placement

On November 18, 2009the Company entered into a Securities Purchase Agreement (the “SBCH Purchase Agreement”) with SBCH Charitable Foundation, an accredited investor (“SBCH”), providing for the sale by the Company to SBCH of a 10% convertible debenture in the principal amount of $120,000 (the “SBCH Debenture”).

The SBCH Debenture matures on the first anniversary of the date of issuance (the “SBCH Maturity Date”) and bears interest at the annual rate of 10%.  The Company is not required to make any payments until the SBCH Maturity Date.

SBCH may convert, at any time, the outstanding principal and accrued interest on the SBCH Debenture into shares of the Company’s common stock (“Common Stock”) at a conversion price per share equal to the lesser of (i) forty percent (40%) of the average of the closing bid price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP or (ii) $0.00192.

SBCH has agreed to restrict its ability to convert the SBCH Debenture and receive shares of Common Stock such that the number of shares of common stock held by SBCH in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.

Thalia Woods Debt Conversion

On December 16, 2009, the Company entered into an Exchange Agreement with Thalia Woods Management (“Thalia”), pursuant to which Thalia exchanged a $158,534.44 promissory note for a $158,534.44 convertible debenture (the “Thalia Debenture”).  The Thalia Debenture does not accrue interest and matures on December 16, 2010.  Thalia has the right to convert all or a portion of the principal into shares of Common Stock of the Company at a conversion price equal to fifty percent (50%) of the average of the closing bid price of the Company’s Common Stock during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP.  Thalia’s right and obligation to convert the Thalia Debenture and receive Common Stock is restricted such that Thalia’s beneficial ownership shall not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.

 
 
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Greystone Debt Conversion

On February 1, 2010, the Company entered into an Exchange Agreement with Greystone Capital Partners, Inc. (“Greystone”), pursuant to which Greystone exchanged a $491,400 promissory note for a $491,400 convertible debenture (the “Greystone Debenture”).  The Greystone Debenture does not accrue interest and matures on February 1, 2011.  Greystone has the right to convert all or a portion of the principal into shares of common stock of the Company at a conversion price equal to fifty percent (50%) of the average of the closing bid price of the Company’s Common Stock during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP.  Greystone’s right and obligation to convert the Debenture and receive Common Stock is restricted such that Greystone’s beneficial ownership shall not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.

Cortell Debt Conversion

On April 23, 2010, the Company entered into an Exchange Agreement with Cortell Communications, Inc. (“Cortell”), which was amended on April 27, 2010, pursuant to which Cortell exchanged an outstanding promissory note in the face amount of $70,000, which had accrued interest of $2,100, for a $72,100 convertible debenture (the “Cortell Debenture”).  The Cortell Debenture does not accrue interest and matures on April 23, 2011.  Cortell has the right to convert all or a portion of the principal into shares of common stock of the Company at a conversion price per share equal to the lesser of (i) forty percent (40%) of the average of the closing bid price of the Company’s Common Stock during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP or (ii) forty percent (40%) of the closing price of the Common Stock on April 23, 2010.

Greystone Private Placement

On July 2, 2010, the Company entered into two Securities Purchase Agreements with Greystone providing for the sale by the Company to Greystone of (i) a convertible debenture in the principal amount of $50,000 (the “First Debenture”) and (ii) a convertible debenture in the principal amount of $20,000 (the “Second Debenture”, and together with the First Debenture, the “Greystone Debentures”).

The Greystone Debentures mature on the first anniversary of the date of issuance (the “Greystone Maturity Date”) and bear interest at the annual rate of 10%.  The Company is not required to make any payments on the Greystone Debentures until the Greystone Maturity Date.

Greystone may convert, at any time, the outstanding principal and accrued interest on the First Debenture into shares of Common Stock at a conversion price per share equal to the lesser of (i) forty percent (40%) of the lowest closing price of the Common Stock during the 10 trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP or (ii) forty percent (40%) of the closing price of the Common Stock on July 2, 2010.

Greystone may convert, at any time, the outstanding principal and accrued interest on the Second Debenture into Common Stock at a conversion price per share equal to the lesser of (i) thirty-five percent (35%) of the lowest closing price of the Common Stock during the 10 trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP or (ii) thirty-five percent (35%) of the closing price of the Common Stock on July 2, 2010.

Greystone has agreed to restrict its ability to convert the Greystone Debentures and receive shares of Common Stock such that the number of shares of Common Stock held by Greystone in the aggregate and its affiliates after such conversion does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.
 
 
 
 
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Operating Activities

Net cash used in operating activities for the nine months ended May 31, 2010 was $762,475, which resulted due to a increase in receivables and other current assets of $67,286, an increase in accounts payable of $192,613 and an increase in accrued expenses and other liabilities of $602,585.

Investing Activities

Net cash provided by investing activities for the nine months ended May 31, 2010 was $320,064 compared to $456,146 in same period 2009, due to a decrease in marketable securities sold.

Financing Activities

Net cash provided by financing activities for the nine months ended may 31, 2010 was $432,409 from the issuance of convertible notes and payment proceed to officers.

As a result of the above activities, we experienced a net decrease in cash of $10,002 for the nine months ended May 31, 2010 compared to decrease of $71,937 for the same period 2009. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or through the sale of our marketable securities.
 
Application of Critical Accounting Policies

Marketable Securities and Impairments

Our investments in securities are classified as available-for-sale and, as such, are carried at fair value based on quoted market prices. Securities classified as available-for-sale may be sold in response to changes in interest rates, liquidity needs, and for other purposes.

Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s equity. Realized and unrealized gains and losses for securities classified as available-for-sale are included in the statement of operations and comprehensive gain, respectively.

We review, on a quarterly basis or more frequently if warranted by circumstances, the carrying value of the marketable securities we receive from our customers for providing services. We record impairment expense each quarter when the market value of the securities received show a consistent decline over 90 to 180 days, and the carrying amount of the marketable securities exceeds its fair value by 50% or more, and is deemed not recoverable. As such, we record on a quarterly basis in our financial statements the impairment loss for the difference between the carrying amount of the marketable securities and their fair value.

At the end of each quarter, we evaluate the marketable securities that show a consistent decline in market value than the cost over a period of 90 to 180 days for any possible impairment. We evaluate various factors relating to the securities one of which is the length of the time and the extent to which the market value has been less than cost. Our accounting policy is consistent with SFAS 115 and SAB Topic 5M, whereby we record impairment expense each quarter when the market value of the securities show a consistent decline over 90 to 180 days, and the cost of the marketable securities exceeds its fair value by a material amount (50% or more), and is deemed not recoverable. In those instances where impairment charges have been taken, the cost of the marketable securities on a quarterly basis is brought down to the market value of securities in our financial statements. The marketable securities are written down to zero only if the marketable securities are either de-listed or not traded. However, after an impairment for certain securities is recorded in a period, further impairment is recorded if the fair value of the securities in future period falls substantially (more than 50%) below the cost (after impairment adjustment) and if the decline in market value is consistent for a period of time. Accordingly, after the first impairment, we may record an unrealized loss for some period till we are convinced that there is further impairment in the marketable securities.
 
 
 
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Revenue Recognition

We record revenues on the basis of services provided to our client for a fixed determinable fee pursuant to a contractual agreement. In lieu of providing services, we receive from our clients’ cash and/or securities, as compensation for providing such services.
 
Our primary source of revenue is generated from providing Internet based media and advertising services and a full array of customized investor awareness programs to small and medium sized companies through its financial websites www.wallst.net and my.wallst.net. The services include audio and video production of senior management interviews, text and display advertising, press releases, e-mail marketing, and promotion across our network of web sites. These services are provided by our subsidiaries WallStreet Direct, Inc. and Digital WallStreet, Inc. Revenues from Internet based media and advertising services are recognized and recorded when the performance of such services are completed. We adhere to the guidelines established under Staff Accounting Bulletin 104 whereby, we execute a contractual agreement with the client for a fixed fee to perform services, delivery of services has occurred when we performed the contracted services, and collectability of the fees has occurred when we receive cash and/or marketable securities in satisfaction for services provided.

We provide news wire and compliance services to small and medium size publicly traded companies including preparation of registration statements, electronic filings and reporting of SEC documents (EDGAR), preparation of proxy materials and news distribution. Such services are provided by our subsidiary Financial Filings Corp. Revenues are recognized and recorded when the performances of such services are completed. We adhere to the guidelines established under Staff Accounting Bulletin 104 whereby, we execute a contractual agreement with the client for a fixed fee to perform services, delivery of services has occurred when we completed the performed the contracted services, and collectability of the fees has occurred when we receive cash and/or marketable securities in satisfaction of services provided.

We provide a broad range of information on investing techniques and education tools to investors through workshops and exhibits. Our subsidiary, The Wealth Expo, provides us revenue streams through exhibition sales, speaking presentation sales, collateral material sales and advertising sales. Revenues from Wealth Expo services is recognized and recorded when the performance of such services are completed. We adhere to the guidelines established under Staff Accounting Bulletin 104 whereby, we execute a contractual agreement with the client for a fixed fee to perform services, delivery of services has occurred when we completed the performed the contracted services, and collectability of the fees has occurred when we receive cash and/or marketable securities in satisfaction of services provided.

Payments received in advance of services provided, are recorded as deferred revenue.

Stock-Based Compensation

We adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS No. 123R”) (ASC 718), under the modified-prospective transition method on January 1, 2006. SFAS No. 123R requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. Share-based compensation recognized under the modified-prospective transition method of SFAS No. 123R includes share-based compensation based on the grant-date fair value determined in accordance with the original provisions of SFAS No. 123, Accounting for Stock-Based Compensation, for all share-based payments granted prior to and not yet vested as of January 1, 2006 and share-based compensation based on the grant-date fair-value determined in accordance with SFAS No. 123R for all share-based payments granted after January 1, 2006. SFAS No. 123R eliminates the ability to account for the award of these instruments under the intrinsic value method prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and allowed under the original provisions of SFAS No. 123. Prior to the adoption of SFAS No. 123R, the Company accounted for our stock option plans using the intrinsic value method in accordance with the provisions of APB Opinion No. 25 and related interpretations.
 
 
 
 
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Issuance of Shares for Service

We account for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.

Recent Accounting Pronouncements

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have a material impact on its consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity. The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In February 2010, FASB issued ASU No. 2010-9 –Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The amendment is effective for interim and annual reporting periods in fiscal year ending after June 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.
 
 
 
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Item 3.Quantitative and Qualitative Disclosures about Market Risk

Not required under Regulation S-K for “smaller reporting companies.”

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of May 31, 2010. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Except as disclosed below, there are no legal proceedings to which we are a party or to which any of our property is subject, and to the best of our knowledge, no such actions against us is contemplated or threatened.

PR Newswire Association, Inc. vs. Financial Filings Corporation, Digital Wall Street, Inc. and WallStreet Direct, Inc., Superior Court of New Jersey, Hudson County, Civil Division #5, Docket No. L-878-09.  On February 12, 2009, PR Newswire filed litigation against us and our subsidiaries to pay $74,194.60 for services provided by PR Newswire. A judgment was entered against us in the amount of $74,194.60 and said amount remains unpaid and we are in negotiations to settle the judgment.

Adon Networks, Inc. vs. Wall Street Direct, Inc., Superior Court of Arizona in and for the County of Maricopa County Civil Action  #CV2009-00035. On February 4, 2009, Adon Networks filed a action to collect $41,966 in amounts due for services provided to Wall Street Direct.  A judgment was entered against us in the amount of $41,966 and said amount remains unpaid and we are in negotiations to settle the judgment.

Renaissance Hotel Management Company, LLC vs. Financial Media Group, Inc., Cook County Court, Illinois, First Municipal District, Case No. 08M110495. On January 22, 2008, litigation claiming $20,250 from us was commenced under the above-entitled action. On September 10, 2008, a judgment was entered against us in the amount of $14,371.87 and said amount remains unpaid and we are in negotiations to settle the judgment.

 CBS Outdoors, Inc. vs. Financial Media Group, Inc., New York City Civil Court Index No. CV-003947-08/NY. On March 27, 2008, a Stipulation of Settlement was entered between CBS Outdoors and us for a sum of $16,800. A default judgment in the amount of $17,794.85 was entered against us on October 16, 2008 and the company believes it can reach a settlement agreement.

Dow Jones & Company, Inc. DBA Dow Jones Marketwatch as successor in interest to Marketwatch, Inc. vs. Financial Media Group, Inc. Et. Al., Superior Court of California, County of Orange, Case No. 30-2208 00112726. On September 30, 2008, Dow Jones filed a complaint for a breach of contract against us for failing to pay $42,000 in licensing fees for using Marketwatch’s financial information and analytical tools relating to securities pursuant to the terms as required by the License and Service Agreement. On March 4, 2009, a judgment for $48,162.40 was awarded in favor of Dow Jones, and said amount remains unpaid. We plan to contest the judgment if a settlement is not reached as services were supplied to a subsidiary.
 
 
Elite Financial Communications Group, LLC vs. Financial Media Group, Inc., Superior Court of California, County of Orange, Case No. 30-20090012358.On May 22, 2009, Elite Financial Communications Group, LLC filed a complaint for a breach of contract against us for failing to pay for Investor Relations Services.  On October 1, 2009, a judgment for $61,293 was awarded in favor of Elite Financial Communications, and the amount remains unpaid. The balance has been included in current liability on the accompanying consolidated financial statements. The Company plans to challenge the judgment with countersuit if necessary.

Item 1A. Risk Factors
 
Not required under Regulation S-K for “smaller reporting companies.”
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
On April 12, 2010, we issued 26,666,666 shares of our common stock to Junior Capital Inc., a corporation controlled by Albert Aimers, our Chief Executive Officer, for the retirement of $800,000 in accrued debt and compensation owed to Mr. Aimers.  The shares were issued pursuant to an exemption under Section 4(2) of the Securities Act.
 
 
 
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On April 21, 2010, we issued 1,356,664 shares of our common stock upon conversion of $47,211.09 of an outstanding convertible debenture held by Lotus Funding Group, LLC. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 3, 2010, we issued 636,579 shares of our common stock upon conversion of $24,190 of an outstanding convertible debenture held by Painted Post Group, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 3, 2010, we issued 1,431,470 shares of our common stock upon conversion of $54,181.13 of an outstanding convertible debenture held by Thalia Woods Management, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 4, 2010, we issued 1,363,434 shares of our common stock upon conversion of $42,266.45 of an outstanding convertible debenture held by Greystone Capital Partners, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 4, 2010, we issued 1,499,170 shares of our common stock upon conversion of $45,424.85 of an outstanding convertible debenture held by Cortell Communications Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 6, 2010, we issued 1,670,407 shares of our common stock upon conversion of $49,109.96 of an outstanding convertible debenture held by Greystone Capital Partners, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 10, 2010, we issued 1,845,863 shares of our common stock upon conversion of $53,607.09 of an outstanding convertible debenture held by Greystone Capital Partners, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 14, 2010, we issued 1,942,808 shares of our common stock upon conversion of $46,627.40 of an outstanding convertible debenture held by Thalia Woods Management, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.
 
On May 17, 2010, we issued 1,587,051 shares of our common stock upon conversion of $26,675.15 of an outstanding convertible debenture held by Cortell Communications Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 20, 2010, we issued 2,128,200 shares of our common stock upon conversion of $42,564.01 of an outstanding convertible debenture held by Greystone Capital Partners, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 21, 2010, we issued 2,128,200 shares of our common stock upon conversion of $21,282 of an outstanding convertible debenture held by Lotus Funding Group, LLC. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 21, 2010, we issued 2,160,126 shares of our common stock upon conversion of $49,682.91 of an outstanding convertible debenture held by Thalia Woods Management, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

On May 25, 2010, we issued 2,351,750 shares of our common stock upon conversion of $43,272.20 of an outstanding convertible debenture held by Greystone Capital Partners, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.
 
 
 
 
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On May 27, 2010, we issued 2,459,540 shares of our common stock upon conversion of $45,255.54 of an outstanding convertible debenture held by Greystone Capital Partners, Inc. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. RESERVED

Item 5. Other Information

None.
 
Item 6. Exhibits
 
31.1
 
Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
     
31.2
 
Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

 
 
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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.

 
CLICKER INC.
 
       
Date: July 20, 2010
By:
/s/ ALBERT AIMERS
 
   
Albert Aimers
Chief Executive Officer and Chief Financial Officer
 
 
 

 
 
 
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