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, 2011





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

26-4835457(State or other jurisdiction of incorporation of organization)

(I.R.S. Employer Identification Number)





1111 Kane Concourse, Suite 304, Bay Harbor Islands, Florida 33154


(Address of principal executive office) (zip code)





(786) 309-5190


(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  Noo





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). Yeso    Noo





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 filero
Accelerated fileroNon-accelerated filero
Smaller reporting companyx(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 Nox





As of July 19, 2011, there were 105,375,277 shares of registrant’s common stock issued and outstanding.











1





CLICKER INC.





TABLE OF CONTENTS




Report on Form 10-Q


For the quarter ended May 31, 2011










PagePART I FINANCIAL INFORMATIONItem 1. Financial Statements
3Unaudited Consolidated Balance Sheets at May 31, 2011 and August 31, 2010
3Unaudited Consolidated Statements of Operations for the Three and Nine Month Periods ended May 31, 2011 and 2010
4Unaudited Consolidated Statements of Cash Flows for the Nine Month Periods ended May 31, 2011 and 2010
5Notes to the Unaudited Consolidated Financial Statements
6 – 14Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
15 – 26Item 3. Quantitative and Qualitative Disclosures About Market Risk
26Item 4. Controls and Procedures
26PART II OTHER INFORMATIONItem 1. Legal Proceedings
28Item 1A. Fisk Factors
28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
28Item 3. Defaults upon Senior Securities
29Item 4. RESERVED
29Item 5. Other Information
29Item 6. Exhibits
29Signatures
30











2




PART I – FINANCIAL INFORMATION
 Item 1. Consolidated Financial Statements


CLICKERS INC. AND SUBSIDIARIES
 (Formerly, Financial Media Group)
 CONDENSED CONSOLIDATED BALANCE SHEETS
 AS OF MAY 31, 2011 AND AUGUST 31, 2010
 (UNAUDITED)





ASSETSAs of


As ofMAY 31, 2011


AUGUST 31, 2010CURRENT ASSETS:Cash & cash equivalents

$
4,459


$
44,700Accounts receivable, net


14,081



3,579Marketable securities


-



135,400Other Loan & Current Assets


4,152



95,822Total current assets


22,692



279,501PROPERTY & EQUIPMENT, net


-



7,298Total assets

$
22,692


$
286,800LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable

$
1,311,489


$
1,301,510Accrued expenses


831,410



773,410Derivative liability


1,886,900



364,327Due to related parties


262,956



401,921Notes payable


50,641



170,000Convertible note payble, net


481,861



308,285Total current liabilities


4,825,257



3,319,453STOCKHOLDERS' DEFICIT:Common stock, $0.001 par value, 300,000,000 shares authorized,86,596,706 and 59,697,688 shares issued and outstanding atMay 31, 2011 and August 31, 2010, respectively


86,597



59,698Paid in capital


21,838,178



20,200,737Prepaid consulting


-



(7,292
)Shares to be Issued


15,400



-Unrealized gain (loss) on marketable securities


-



37,194Accumulated deficit


(26,742,740
)


(23,322,990
)Total stockholders' deficit


(4,802,565
)


(3,032,653
)Total liabilities and stockholders' deficit

$
22,692


$
286,800





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






3




CLICKER, INC AND SUBSIDIARIES


(Formerly, Financial Media Group)
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2011 AND 2010
 (UNAUDITED)




For The Three Month Periods Ended

May 31,


For The Nine Month Periods Ended

May 31,2011


2010


2011


2010Net revenues

$
230


$
433,828


$
41,278


$
675,332Operating expensesSelling, general & administrative


287,232



555,015



1,633,670



1,517,653Depreciation


106



7,563



7,297



23,672Impairment expense - marketable securities


98,315



-



98,315



89,970Total operating expenses


385,653



562,578



1,739,282



1,631,295Loss from operations


(385,423
)


(128,750
)


(1,698,006
)


(955,963
)Non-Operating Income (Expense):Interest expense


(823,030
)


(302,603
)


(1,258,182
)


(549,795
)Interest income


-



20,800



-



20,800Gain/(Loss) on sale of marketable securities


-



115,156



-



317,589Change in derivative liability


(765,915
)


317,733



(838,409
)


216,890Gain on debt redemption


(9,254
)


-



21,590



-Other income


358,055



-



358,055



-Total non-operating income (expense)


(1,240,144
)


151,086



(1,716,946
)


5,484Loss before income taxes


(1,625,567
)


22,336



(3,414,950
)


(950,479
)Provision for income tax


-



-



4,800



4,800Net loss


(1,625,567
)


22,336



(3,419,750
)


(955,279
)Other comprehensive gain (loss):Unrealized gain (loss) on marketable securities


(142,873
)


49,719



(37,194
)


(7,278
)Reclassification adjustment






(192,803
)






(2,475
)Comprehensive loss

$
(1,768,440
)

$
(120,748
)

$
(3,456,944
)

$
(965,032
)Basic and diluted net loss per share

$
(0.02
)

$
0.00


$
(0.05
)

$
(0.14
)Basic and diluted weighted average shares of common stock outstanding


77,303,331



19,239,921



66,836,149



6,728,578Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.


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






4






CLICKERS INC. AND SUBSIDIARIES


(Formerly, Financial Media Group)
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE NINE MONTH PERIODS ENDED MAY 31, 2011 AND 2010
 (UNAUDITED)





2011


2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(3,419,750
)

$
(955,279
)Adjustments to reconcile net loss to net cashused in operating activities:Bad debts


-



28,727Depreciation and amortization


7,297



23,672Revenues in form of marketable securities


-



(297,000
)Write off of liabilities


-



(20,800
)Impairment of marketable securities


98,315



89,970Gain on sale of marketable securities


-



(317,589
)Change in derivative liability


838,409



(216,890
)Gain on debt redemption


(21,590
)


-Issuance of options and warrants for services


762,880



84,294Shares issued for services


76,643



90,508Amortization of debt discount


1,163,413



503,002Other income


358,055



-(Increase) decrease in current assets:Receivables


(10,502
)


(64,951
)Loan and other current assets


52,036



(2,336
)Increase (decrease) in current liabilities:Accounts payable


24,798



192,613Accrued expenses and other liabilities


277,090



99,583Net cash used in operating activities


(509,016
)


(762,475
)CASH FLOWS FROM INVESTING ACTIVITIES:Cash received from sale marketable securities


-



320,064Net cash provided by investing activities


-



320,064CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from officer


-



92,409Cash proceeds from convertible note


373,275



340,000Cash received from sale of common stock


95,500



-Net cash provided by financing activities


468,775



432,409NET DECREASE IN CASH & CASH EQUIVALENTS


(40,241
)


(10,002
)CASH & CASH EQUIVALENTS, BEGINNING BALANCE


44,700



32,380CASH & CASH EQUIVALENTS, ENDING BALANCE

$
4,459


$
22,378Supplemental 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:Face value of notes converted to common stock

$
265,594


$
646,556Fair value of common stock issued upon conversion of notes

$
642,909


$
-Derivative liability of convertible notes at date of issue

$
1,116,379


$
-Derivative liability charged off upon conversion of notes

$
432,214


$
-Unamortized discount charged off upon conversion of notes

$
39,136


$
-Issuance of shares for accrued salaries

$
18,351


$
800,000





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






5






CLICKER INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2011
 (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 and reward properties that leverage content, commerce and advertising for the next generation of global internet users.
 
 Basis of Presentation
 
 The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
 
 In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the consolidated financial position as of May 31, 2011 and the results of operations and cash flows for the three and nine month periods ended May 31, 2011 and 2010. The financial data and other information disclosed in the notes to the interim condensed consolidated financial statements related to these periods are unaudited. The results for the nine month period ended May 31, 2011 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending August 31, 2011.
 
 These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended August 31, 2010, included in the Company’s annual report on Form10-K filed with the SEC on January 13, 2011.
 
 The condensed consolidated financial statements as of August 31, 2010 have been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.
 
 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.
 
 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use of Estimates
 
 The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, and sales returns, and recoverability of long-term assets. Actual results could differ from our estimates.
   6
  
 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. Allowance for doubtful debts amounted to $572,099 and $572,099 as of May 31, 2011 and August 31, 2010, 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.
 
 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.
 
 Fair Value of Financial Instruments
 
 Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree to which the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
 
 The Company's financial instruments primarily consist of cash and cash equivalents, accounts receivable, marketable securities, and accounts payable.
 
 As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments.
 
 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.
 
 
 7
 
 Derivatives
 
 Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.
 
 Revenue Recognition
 
 Revenue is recorded on the basis of services provide to our clients, and is recognized when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.
 
 Our primary source of revenue was generated from building and developing stand alone brands that incorporate social networking, and providing internet based media and advertising services. The services included web designs, integrated social media network, text and display advertising, press releases, e-mail marketing, and promotion across our network of web sites. Revenues from Internet based media and advertising services were recognized and recorded when the performance of such services completed.
 
 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
 
 The Company reports segment information using the “management approach” model. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company allocates its resources and assesses the performance of its sales activities based upon its products and services.
 
 Stock-Based Compensation
 
 The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the consolidated financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). Stock compensation for stock granted to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured.
 
 Comprehensive Income
 
 Comprehensive income is defined to include all changes in equity, except those resulting from investments by owners and distributions to owners.
  
 8
 
 Recent Accounting Pronouncements
 
 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 April 2010, the FASB issued Accounting Standards Update 2010-13 (ASU 2010-13), "Compensation - Stock Compensation (Topic 718)." This Update provides amendments to Topic 718 to clarity that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fisc al years, beginning on or after December 15, 2010. The provisions of ASU 2010-13 are not expected to have a material effect on the Company's consolidated financial statements.
 
 In July 2010, the FASB issued an accounting update to provide guidance to enhance disclosures related to the credit quality of a company's financing receivables portfolio and the associated allowance for credit losses. Pursuant to this accounting update, a company is required to provide a greater level of disaggregated information about its allowance for credit loss with the objective of facilitating users' evaluation of the nature of credit risk inherent in the company's portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. The revised disclosures as of the end of the reporting period are effective for the Company beginning in the second quarter of fiscal 2011, and the revised discourses related to activities during the reporting period are effective for the Company beginning in the third quarter of fiscal 2011. The Company is currently evaluating the impact of this accounting update on its financial disclosures.
 
 
 9
 
 NOTE 3  MARKETABLE SECURITIES
 
 Occasionally, the Company receives securities of unrelated client companies as payment in full for services rendered. The number of shares the Company receives for services is based on upon contracted amounts, 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 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. The Company does not currently have any held-to-maturity or trading securities.
 
 During the three and nine months ended May 31, 2011 and the nine months ended May 31, 2010, the Company recorded impairment of $98,315 and $89,970, respectively, on marketable securities, respectively. The impairment recorded was based upon consideration of current circumstances, including recoverability of recorded cost.
 
 The Company did not sell any marketable securities during three and nine month periods ended May 31, 2011 as compared to realized gains of $115,156 and $317,589 for the three and nine month periods ended May 31, 2010, respectively.
 
 NOTE 4  PROPERTY AND EQUIPMENT
 
 Property and equipment consist of the following:
 
 May 31, 2011


August, 31, 2010Office and computer equipment

$
191,653


$
191,653Less accumulated depreciation:


(191,653
)


(184,355
)$
-


$
7,298
 
 Depreciation expense for the three month periods ended May 31, 2011 and 2010 was $106 and $7,563, respectively. Depreciation expense for the nine month periods ended May 31, 2011 and 2010 was $7,297 and $23,672 respectively. Property and equipment are carried at cost less accumulated depreciation.
 
 NOTE 5    LOAN AND OTHER ASSETS
 
 As of May 31, 2011 and August 31, 2010, other assets consisted of the following:
 
 May 31, 2011


August 31, 2010Loan Receivable

$
-


$ 91,670Rent deposit


4,152



4,152Total


4,152



95,822
 
 Loan to others are due on demand, interest free, and unsecured.
 
 
 10
 
 
 
 
 
 NOTE 6   ACCRUED EXPENSES
 
 Accrued expenses consist of the following:
 
 May 31, 2011


August 31, 2010Accrued consulting fees

$
49,331


$
126,700Accrued interest


98,073



18,232Accrued salaries and payroll taxes


481,952



447,508Professional fees and others


202,054



180,970$
831,410


$
773,410
 
 NOTE 7   DUE TO RELATED PARTIES
 
 Due to officers and an entity owned by an officer, consist of the following:
 
 May 31, 2011


August 31, 2010Accrued officer’s compensation

$
14,583


$
153,548Accrued interest on a loan paid off


248,373



248,373$
262,956


$
401,921
 
 The due balances were interest free, due on demand, and unsecured as of May 31, 2011 and August 31, 2010, respectively.
 
 NOTE 8   NOTES PAYABLE
 
 On March 5, 2010, the Company executed an unsecured promissory note of $170,000 to a third party. The note was interest free and due on September 5, 2010. During the nine months ended May 31, 2011, the Company paid $39,634 in cash to the note holder and further issued 250,000 shares of common stock with a fair valued of $107,500. In connection with this partial settlement, the Company recorded a loss on partial debt settlement of $7,500. The remaining balance of $30,366 is interest free and due on demand.
 
 During the nine months ended May 31, 2011 the Company entered into two promissory notes in the aggregate amount of $20,275. The notes bear no interest and are repayable upon the consummation of the Company’s next round of financing.
 
 NOTE 9   CONVERTIBLE NOTES
 
 From 2009 through May 31, 2011 (the “Dates of Issuance”), the Company issued multiple secured convertible notes to related and unrelated parties (the “Holders”), in the total amount of $1,785,034 (the “Secured Convertible Notes” or the “Notes”). The Secured Convertible Notes have various maturity dates ranging from 9 to 12 months and have annual interest rates ranging from of 0% to 10% per annum. The Holders have the right from and after the Date of Issuance, and until any time until the Secured Convertible Notes are fully paid, to convert any outstanding and unpaid principal portion of the Secured Convertible Notes, and accrued interest, into fully paid and non-assessable shares of Common Stock with an ownership limit of 4.99%. The Secured Convertible Notes have a variable conversion price and full reset feature. The percentage of market conversion rates range from 20% to 50% of the average closing trading price of the Company’s common stock on consecutive trading days immediately preceding the date of conversion, which in the terms of the note agreements range from 3 days to 10 days. The Holders were not issued warrants with the Secured Convertible Notes. In the event of default for the Notes, the amount of principal and interest not paid when due bear interest at the rate of 18% per annum and the notes become immediately due and payable. Should that occur, the Company is liable to pay 105% of the then outstanding principal and interest.
 
 The Company has recorded the embedded conversion feature in the Secured Convertible Notes as derivative liabilities due to the full reset provisions.
    11
 
 During the year ended August 31, 2010, the note due to the former Chief Financial Officer was amended into a 10% convertible note. The note is derivative instrument because the agreement does not contain an explicit limit on the number of shares to be delivered in a share settlement. However, because of the terms detailed in the note agreements stipulate that the total value of the shares to be issued is capped at the amount of principal and interest, the derivative liability is zero.
 
 The Company has valued the derivative liability for secured convertible notes using the Black – Sholes model as of May 31, 2011 and for the three month period ended May 31, 2011. Prior to March 1, 2011 the Company used a probability weighted discounted cash flow model.
 
 As of May 31, 2011 and May 31, 2010, the fair value of the conversion features subject to derivative accounting was $1,886,900, and $364,327, respectively. The value of the conversion features as of May 31, 2011 was determined using the Black-Scholes method based on the following assumptions:  (1) risk free interest rates of 0.35% - 0.147%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 238% - 391%; and (4) an expected life of the conversion features of 1.5 months – 9 months.
 
 NOTE 10  EQUITY TRANSACTIONS
 
 Common Stock
 
 On April 1, 2010, we affected a consolidation of all our outstanding common shares with a record date of February 18, 2010. This consolidation was in effect a 300:1 reverse stock split, which 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.
 
 For the nine-months ended May 31, 2011 the Company issued 23,367,728 shares of common stock (post reverse split) at conversion prices from $0.0024 to $0.47 per share for aggregate redemption of $577,449 note payable and convertible notes payable.
 
 For the nine-months ended May 31, 2011,  the Company also issued 3,320,000 shares of common stock to consultants valued at $69,351 in exchange for their services.
 
 During the nine-months ended May 31, 2011, the Company received a total of $95,500 from consultants upon exercise of existing stock options. The Company issued 211,290 shares against $80,100 received and recorded the remaining of $15,400 as shares to be issued in the accompany financial statements.
 
 Outstanding Warrants:
 
 The company had no warrants outstanding at May 31, 2011 or 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 10,000 shares of common stock for grant to employees, non-employee directors, consultants and advisors. The 2007 Non-Qualified Plan terminates ten (10) years from the date of adoption or sooner, at the discretion of the board of directors. As of May 31, 2011, there are no stock options granted 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 6,667 shares of the Company’s authorized but unissued common stock for issuance under the plan. As of May 31, 2011, no options have been granted under the 2008 Non-Qualified Plan.
    12
 
 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. The Company has reserved 23,333 shares of common stock for grant under this plan, The 2007 Equity Plan terminates ten (10) years from the date of adoption or sooner, at the discretion of the board of directors.  As of May 31, 2011, no options have been granted under the 2007 Equity Incentive Plan.
 
 2010 Incentive Stock Plan
 
 On June 18, 2010, the Company adopted the 2010 Incentive Stock Plan which was approved by the shareholders and reserved 4,000,000 common shares of the Company’s authorized common stock to grant to employees, directors, officers and consultants for services. The stock granted under the 2010 Incentive Stock Plan shall be the Common Shares of the Company’s common stock, par value $0.001 per share. As of February 28, 2011, the Company issued 211,290 common shares to consultants for options exercised.
 
 Options Outstanding
 
 The number and weighted average exercise prices of stock Options granted by the Company at May 31, 2011 are as follows:
 
 Options

Outstanding


Weighted

Average

Exercise Price


Aggregate

Intrinsic ValueOutstanding - August 31, 2010


16,083


$
0.08


$
6,684Granted


4,530,000



0.15



-Exercised


(256,584
)


0.37



-Expired/forfeited


-



-



-Outstanding – May 31, 2011


4,289,499


$
0.13



-
 
 Following is a summary of the status of stock Options outstanding at May 31, 2011:
 
 Range of

Exercise Prices


Total

Options

Outstanding


Weighted

Average

Remaining

Life (Years)




Options

Exercisable


Weighted

Average

Exercise Price$
0.015 - $0.45



4,289,499



4.64





4,289,499


$
0.13
 
 NOTE 11  BASIC AND DILUTED NET LOSS PER SHARE
 
 Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income (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.
   13
 
 Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive. There were 389,582,131 common share equivalents at May 31, 2011 and 5,809,335 common share equivalents at May 31, 2010. These potential shares of common stock have been excluded from the computation of diluted net loss per share as their effect is anti-dilutive.
  NOTE 12  OTHER INCOME
  During quarter-ended May 31, 2011, the Company entered into several settlement agreements with prior officers and directors, whereby the Company was released from $358,055 of prior employment-related obligations. In connection with this release, the Company recorded $358,055 as Other Income.
 NOTE 13  COMMITMENTS AND CONTINGENCIES
 
 Operating Lease
 
 The Company occupies its premises under operating leases on a monthly basis. Rent expense under the operating leases for the nine months ended May 31, 2011 and 2010 was $25,861 and $193,664, 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. Company is not currently involved in any litigation which it believes could have a material adverse effect on its financial position or results of operations.
 
 Separation Agreement
 
 On March 7, 2011, the Company entered into a separation agreement (“Separation Agreement”) with Mr. Albert Aimers (“Aimers”), pursuant to which Aimers’ employment as Chief Executive Officer ended on March 7, 2011.  Aimers agreed to stay with the Company as interim Chief Financial Officer until the earlier of April 19, 2011, the date the Company files its 10-Q for the quarter ended February 28, 2011 or the date the Company terminates Aimers’ services.  For his services as interim Chief Financial Officer, the Company agreed to pay Aimers a sum of $18,750.  Pursuant to the Separation Agreement, the Company paid Aimers $100,000 upon execution and agreed to pay Aimers an additional $25,000 upon filing of the 10-Q for the quarter ended February 28, 2011 provided that the 10-Q is timely filed and signed by Aimers in his capacity as Chief Financial Officer.  Aimers tendered his resignation as Chief Financial Officer on April 15, 2011.  As a result, the Company believes that no further payments to Aimers are due pursuant to the Separation Agreement.
 
 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 $26,742,740 as of May 31, 2011 and has incurred a net loss of $3,419,750 for the nine months ended May 31, 2011. 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 May 31, 2011 towards (i) obtaining additional equity financing, (ii) evaluation of its marketing methods and (iii) further streamlining and reducing costs.








14








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





We are web publishers and internet brand builders focused on developing stand alone brands and properties.





The developments of these internet websites have 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 being established, and ready to leave the “beta” stage, to go on to be scaled accordingly..





Resignation of Tom Hemingway





On March 3, 2011, Tom Hemingway voluntarily resigned as a director of the Company for personal reasons.  In submitting his resignation, Mr. Hemingway did not express any disagreement with the Company on any matter relating to the registrant’s operations, policies or practices.





Appointment of Lloyd Lapidus





On March 7, 2011, the Board appointed Mr. Lloyd Lapidus (“Lapidus”) to serve as a member of the Board to replace Mr. Hemingway.








15








Separation Agreement with Albert Aimers





On March 7, 2011, the Company entered into a separation agreement (“Separation Agreement”) with Mr. Albert Aimers (“Aimers”), pursuant to which Aimers’ employment as Chief Executive Officer ended on March 7, 2011.  Aimers agreed to stay with the Company as interim Chief Financial Officer until the earlier of April 19, 2011, the date the Company files its 10-Q for the quarter ended February 28, 2011 or the date the Company terminates Aimers’ services.  For his services as interim Chief Financial Officer, the Company agreed to pay Aimers a sum of $18,750.





Pursuant to the Separation Agreement, the Company paid Aimers $100,000 upon execution and agreed to pay Aimers an additional $25,000 upon filing of the 10-Q for the quarter ended February 28, 2011 provided that the 10-Q is timely filed and signed by Aimers in his capacity as Chief Financial Officer.





In connection with the Separation Agreement, Aimers agreed to return all shares of Class A Preferred Stock owned by Aimers or Junior Capital, Inc. (“Junior Capital”) to the Company for cancellation.  In addition, Aimers agreed to return 2,677,105 shares of Common Stock owned by Aimers and/or Junior Capital to the Company for cancellation.  The remaining 23,093,940 shares of Common Stock owned by Aimers and/or Junior Capital are subject to a one-year lock-up agreement and a share forfeiture agreement (“Forfeiture Agreement”).  Pursuant to the Forfeiture Agreement, Aimers and Junior Capital agreed to forfeit the remaining shares of common stock owned by them if the Company achieves an aggregate of $100,000 in gross revenues from operations within 12 months of the date of the Forfeiture Agreement.  The remaining shares are held in escrow pursuant to a share forfeiture escrow agreement. Subsequently, the Company consented to the sale of the Common Stock owned by Aimers and/or Junior Capital to a third party and the Forfeiture Agreement was terminated as result.





Furthermore, pursuant to the Separation Agreement, Aimers agreed to assume certain outstanding liabilities to employees and/or directors of the Company.




Appointment of New Chief Executive Officer





On March 7, 2011, the Board appointed Lapidus as Chief Executive Officer.  On March 7, 2011, the Company entered into an employment agreement (the “Agreement”) with Lloyd Lapidus to serve as Chief Executive Officer.  The Agreement has an initial term of three years.  The Agreement automatically renews for successive one year terms after the initial term unless either party provides prior written cancellation.  The base salary under the Agreement is $160,000, $200,000 and $225,000 for each of the first three years, respectively. Lapidus was paid a bonus of $10,000 upon execution of the Agreement.  Further, Lapidus is entitled to receive bonuses of up to $150,000 in the first year of the Agreement, in the discretion of the Board, based on the performance of the Company, including increases in revenue, increases in shareholder equity, reduction in outstanding debt and capital raising, with any such bonuses paid out on a quarterly basis.  As well, Lapidus is entitled to receive options to purchase the Company’s Common Stock as follows:





(a)
Three million (3,000,000) shares, upon execution of this Agreement, at an exercise price of $0.02 per share, which options shall become fully vested on the Effective Date;





(b)
Two million (2,000,000) shares, upon the Company having assets greater than liabilities (excluding any derivative liabilities) as shown by the Company’s quarterly and annual reports filed with the Securities and Exchange Commission, at an exercise price of $0.15 per share, which options shall become fully vested upon issuance; and





(c)
Four million (4,000,000) shares, upon the Company achieving aggregate revenues in excess of $1,000,000 in any four consecutive quarters, as shown by the Company’s quarterly and annual reports filed with the Securities and Exchange Commission, which options shall become fully vested upon issuance.








16





Options shall be issued pursuant to a stock option/incentive plan adopted by the Company, which plan may be adopted after the execution of the Agreement.  The options shall contain language restricting Lapidus’ ability to exercise the options and receive shares of the Company’s common stock such that the number of shares of common stock held by Lapidus in the aggregate and his affiliates after such exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s common stock, which restriction may be waived by Lapidus by providing written notice to the Company at least 61 days in advance.  In addition, Lapidus is entitled to participate in any and all benefit plans, from time to time, in effect for our employees, along with vacation, sick and holiday pay in accordance with our policies established and in effect from time to time.





Web Properties





Forwant.com










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, and the property has 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












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. Management is currently evaluating the strategy and viability of this property and no further development of this site is planned at this time.








17





Sippinit.com










Sippinit.com is an online pop, entertainment and gossip property that will incorporate social networking with entertainment. We have launched this property under www.celebritymagazineonline.com. We are currently in beta and evolving the social media capabilities of this property.





ItsMyLocal.com








ItsMyLocal.com is a reward property incorporates local search and rewards with local peer to peer social networking and rewards. 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. Management is currently evaluating the strategy and viability of this property and no further development of this site is planned at this time.





Sportsgulp.net












Sportsgulp.net is a social networking website and gossip channel for sports enthusiasts. The website was launched in 2011. We are currently in beta and evolving the social media capabilities of this property.  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










We have re-launched wallst.net as a news consumption property, and advertising platform. This aggregates financial news and information from the web. We are currently in beta with this property and plan on enhancing its personalization, and social media features.








18





Dahoodbuzz.com





We recently acquired dahoodbuzz.com, which is a news consumption property, and advertising platform. This aggregates hip hop and urban news from the web. The site is advertising based, and we are currently evolving the social media and capabilities of this property.





Financial Filings Corp.





Financial Filings Corp. was launched in March 2006 and provided news distribution and electronic document conversion services to public companies for filing to the EDGAR website of the Securities and Exchange Commission. Financial Filings has no current operations.





Telecom and related services reselling




We have entered into a reselling arrangement to resell a wide variety of telecom and data services, including but not limited to data backup, wireless access reselling, conference call hosting, FoIP (Fax over IP), and broadband access reselling. We are currently evaluating and prioritizing our entry into these different categories, as well as undertaking some of our initial website build outs for beta testing.




Plan of Operations





As a result of the recent change in management, we are evaluating the strategic direction of the company and exploring additional possible acquisitions and long-term growth opportunities.





Results of Operations





Our consolidated results of operations for the three and nine months ended May 31, 2011 and 2010 include our wholly-owned subsidiaries WallStreet, Financial Filings Corp., My WallStreet, Inc., and The Wealth Expo Inc.





Revenues





Revenues for the three and nine month periods ended May 31, 2011 were $230 and $41,278 compared to $433,828 and $675,332 for the same periods in 2010, respectively. Revenues decreased by $433,598 (100%) and $634,054 (94%) during the three and nine months ended May 31, 2011, respectively, due to a 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.  To date, we have been unable to attract new clients for 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, 2011 were $287,232 and $1,355,233 compared to $555,015 and $1,517,653 for the same periods in 2010, respectively. S,G&A expenses decreased by $267,783 (48%) and increased by $116,017 (7.6%) during the three and nine months ended May 31, 2011 as compared to the same periods in 2010, respectively. The increase for the nine month period resulted primarily from increases in stock based compensation of approximately $664,000 and professional fees of approximately $105,000, partially offset by decreases in consulting fees of approximately $300,000, rent expense of approximately $168,000, marketing expense of approximately $40,000, payroll tax expense of approximately $21,000, penalties of approximately $31,000, travel and entertainment of approximately $27,000 and bad debt expense of approximately $28,000.





The decrease in the three month period resulted primarily from decreases in consulting fees of approximately $250,000, rent expense of approximately $10,000, marketing expenses of approximately $27,000, payroll tax expense of approximately $26,000, and travel and entertainment of approximately $18,000 partially offset by increases stock based compensation of approximately $40,000 and professional fees of approximately $60,000.









19




Impairment of marketable securities for the three and nine months ended May 31, 2011 were $98,315 for each period, compared to $0 and $89,970 for the same periods in 2010, respectively. During the three months ended May 31, 2011 we fully impaired our marketable securities. The decision to impair the securities was made by our new management based upon a consideration of the current circumstances surrounding the securities.





During 2010 impairment expense was recorded because the market value of the securities we received as compensation for services declined in excess of 50% of their market value. This reduction, in our judgment, appeared to be other than temporary reduction in the fair value of the marketable securities. Therefore, we took a conservative approach of recording the impairment expense. Furthermore, to safeguard us with impairments of marketable securities, we have revised our contractual terms on agreements with our clients which provides that, in the event during the term of the agreement, the share bid price of client securities decline by more than 10% of the share bid price on the date of execution of the agreement, the client agrees to issue additional shares of their common stock to us in order to make up the deficiency caused by the reduction in the value of their stock.





Depreciation expense for the three and nine months ended May 31, 2011 were $106 and $7,297 compared to $7,563 and $23,672 for the same periods in 2010, respectively. The decreases resulted from the assets becoming fully depreciated during 2011. 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.





Interest expense for the three and nine months ended May 31, 2011 was $823,030 and $1,258,182 compared to $302,603 and $549,795 for the same periods in 2010, respectively. The increase in interest expense for the three and nine months ended May 31, 2011 resulted primarily from the discounts attributable to the conversion features of convertible notes issued during the three and nine months ended May 31, 2011.





Realized gain on sale of marketable securities for the three and nine months ended May 31, 2011 were zero compared to realized gains of $115,156 and $317,589 for the same periods in 2010, respectively. We did not sell any securities on hand during the three and nine months ended May 31, 2011.





We recorded expense of $765,915 and $838,409 related to the change in value of derivative liabilities for the three and nine months ended May 31, 2011 as compared to income of $317,733 and $216,890 for the same periods in 2010, respectively. The increased derivative liability expense resulted from our issuance of convertible notes during the three and nine months ended May 31, 2011 and the changes in the market price of our stock, conversion feature discounts and the fluctuations in market volatility.





We recorded a loss on debt redemption of $9,254 in the three months ended May 31, 2011 and a gain of $21,590 for the nine months ended May 31, 2011 compared to zero for the same periods in 2010, respectively. The loss or gain on debt redemption resulted from the issuance of common shares in exchange for services or to pay off debt, based on the fair value of the shares issued as compared to the carrying value of the related debt.





Net Loss





We reported net losses of $1,625,567 and $3,419,756 for the three and nine months ended May 31, 2011 compared to net income of $22,336 and net loss of $955,279 for the same periods in 2010, respectively.  We recorded an increase in net losses for the three and nine months ended May 31, 2011 compared to the same period in 2010 due to the factors described above.





Liquidity and Capital Resources





Cash and cash equivalents were $4,459 at May 31, 2011 compared to $44,700 at August 31, 2010. As shown in the accompanying unaudited condensed consolidated financial statements, we recorded a net loss of $3,419,750 for the nine months ended May 31, 2011 compared to a loss of $955,279 for the same period in 2010. Our current liabilities exceeded our current assets by $4,802,565 at May 31, 2011 and net cash used in operating activities for the nine months ended May 31, 2011 was $509,016. These factors and our ability to meet our debt obligations from current operations, and the need to raise additional capital to accomplish our objectives raise substantial doubt about our ability to continue as a going concern.








20





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 estimate that we will need an infusion of capital of approximately $1,500,000 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.





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





To finance our operations, we have issued a number of convertible debentures.  Our outstanding convertible debentures are as follows:





February 2010 Debt Conversion





On February 1, 2010, we 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 matured on February 1, 2011.  Greystone has the right to convert all or a portion of the principal into shares of our common stock at a conversion price equal to forty percent (40%) of the average of the closing bid price of our common stock during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP.  As of July 13, 2011, $69,368.30 of principal face value of the Greystone Debenture remains outstanding.








21





Greystone Private Placement





On July 2, 2010, we entered into two Securities Purchase Agreements with Greystone providing for the sale 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 Debentures mature on the first anniversary of the date of issuance (the “Maturity Date”) and bear interest at the annual rate of 10%.  We are not required to make any payments on the Debentures until the 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.  As of July 13, 2011, the entire principal face value of the Greystone Debentures remain outstanding.





Lotus Financing





On July 14, 2010, the Company entered into a Securities Purchase Agreement with Lotus Funding Group, LLC, an accredited investor (“Lotus ”), providing for the sale by the Company to Lotus of a 10% convertible debenture in the principal amount of $55,000 (the “Lotus Debenture”).





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





Lotus may convert, at any time, the outstanding principal and accrued interest on the Lotus Debenture into shares of the Company’s 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 such other quotation service as mutually agreed to by the parties or (ii) $0.408.





Lotus has agreed to restrict its ability to convert the Lotus Debenture and receive shares of the Company’s Common Stock such that the number of shares of common stock held by Lotus 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. As of July 13, 2011, $24,600 of principal face value of the Lotus Debenture remains outstanding.





July 2010 IIG Financing I





On July 26, 2010, we entered into a securities purchase agreement, as amended on January 5, 2011, with IIG Management LLC, an accredited investor (“IIG”), providing for the sale by us to IIG of a 10% convertible debenture in the principal amount of $205,000 (the “IIG Debenture I”).





The IIG Debenture I matures on the first anniversary of the date of issuance and bears interest at the annual rate of 10%.  IIG may convert, at any time, the outstanding principal and accrued interest on the IIG Debenture I into shares of our 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 such other quotation service as mutually agreed to by the parties or (ii) $0.3465.  As of July 13, 2011, the entire principal face value of the IIG Debenture I remains outstanding.








22





Asher Financing





On November 1, 2010, the Company closed on a Securities Purchase Agreement with Asher, providing for the sale by the Company to Asher of an 8% convertible debenture in the principal amount of $30,000 (the “Asher I Debenture”).





The Asher I Debenture matures on August 3, 2011 (the “Asher I Maturity Date”) and bears interest at the annual rate of 8%.  The Company is not required to make any payments until the Asher I Maturity Date.





Asher may convert, at any time, the outstanding principal and accrued interest on the Asher I Debenture into shares of Common Stock at a conversion price per share equal to fifty percent (50%) of the average of the three (3) lowest closing bid prices of the Common Stock during the 10 trading days immediately preceding the conversion date.





Asher agreed to restrict its ability to convert the Asher I Debenture and receive shares of the Company’s Common Stock such that the number of shares of Common Stock held by Asher 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.  As of July 13, 2011, $6,000 of principal face value of the Asher I Debenture remains outstanding.





Assurance Financing





On December 10, 2010, we entered into a securities purchase agreement with Assurance Funding Solutions, LLC, an accredited investor (“Assurance”), providing for the sale by us to Assurance of a 10% convertible debenture in the principal amount of $55,000 (the “Assurance Debenture”).





The Assurance Debenture matures on the first anniversary of the date of issuance and bears interest at the annual rate of 10%.   Assurance may convert, at any time, the outstanding principal and accrued interest on the Assurance Debenture into shares of our common stock at a conversion price per share equal to the lesser of (i) thirty five percent (35%) of the average of the closing bid price of our common stock during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP or (ii) $0.0336.  As of July 13, 2011, $45,145.62 of principal face value of the Assurance Debenture remains outstanding.





IIG Financing II





On January 5, 2011, we entered into a securities purchase agreement with IIG providing for the sale by us to IIG of a 10% convertible debenture in the principal amount of $55,000 (the “Second IIG Debenture”).





The Second IIG Debenture matures on the first anniversary of the date of issuance and bears interest at the annual rate of 10%.  IIG may convert, at any time, the outstanding principal and accrued interest on the Second IIG Debenture into shares of our common stock at a conversion price per share equal to the lesser of (i) thirty-five percent (35%) of the lowest closing price of our common stock during the 10 trading days immediately preceding the conversion date as quoted by Bloomberg, LP or such other quotation service as mutually agreed to by the parties or (ii) $0.0175. As of July 13, 2011, the entire principal face value of the Second IIG Debenture remains outstanding.





Asher Financing II





On January 28, 2011, the Company entered into a Securities Purchase Agreement with Asher, providing for the sale by the Company to Asher of an 8% convertible debenture in the principal amount of $32,500 (the “Asher II Debenture”). The Asher II Debenture was amended on February 9, 2011 to allow us to prepay the Asher II Debenture within the first 180 days after issuance.





The Asher II Debenture matures on November 2, 2011 (the “Asher II Maturity Date”) and bears interest at the annual rate of 8%.  The Company is not required to make any payments until the Asher II Maturity Date.





Asher may convert, at any time, the outstanding principal and accrued interest on the Asher II Debenture into shares of Common Stock at a conversion price per share equal to fifty percent (50%) of the average of the three (3) lowest closing bid prices of the Common Stock during the 10 trading days immediately preceding the conversion date.





Asher agreed to restrict its ability to convert the Asher II Debenture and receive shares of the Company’s Common Stock such that the number of shares of Common Stock held by Asher 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.  As of July 13, 2011, the entire principal face value of the Asher II Debenture remains outstanding.








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Greystone Financing





On February 17, 2011, the Company entered into a Securities Purchase Agreement with Greystone providing for the sale by the Company to the Investor of a 10% convertible debenture in the principal amount of $30,500 (the “Second Greystone Debenture”).





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





Greystone may convert, at any time, the outstanding principal and accrued interest on the Second Greystone Debenture into shares of 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 such other quotation service as mutually agreed to by the parties or (ii) $0.00875. As of July 13, 2011, the entire principal face value of the Second Greystone Debenture remains outstanding.





IIG Financing III





On March 7, 2011, the Company entered into a Securities Purchase Agreement with IIG providing for the sale by the Company to IIG of a 10% convertible debenture in the principal amount of $130,000 (the “Third IIG Debenture”).





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





IIG may convert, at any time, the outstanding principal and accrued interest on the Third IIG Debenture into shares of the Company’s 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 such other quotation service as mutually agreed to by the parties or (ii) $0.00525.





IIG has agreed to restrict its ability to convert the Third IIG Debenture and receive shares of the Company’s Common Stock such that the number of shares of common stock held by IIG 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. As of July 13, 2011, the entire principal face value of the Third IIG Debenture remains outstanding.





Operating Activities





Net cash used in operating activities for the nine months ended May 31, 2011 was $509,016 which resulted primarily from a net loss of $3,419,750, which was offset by issuance of stock and options for services of $839,523, impairment of marketable securities of $98,315, an increase in accounts payable, accrued expenses and other liabilities of $301,888, amortization of debt discount of $1,163,413 and changes in derivative liability of convertible notes of $838,409.





Financing Activities





Net cash provided by financing activities was $468,775 for the nine months ended May 31, 2011, of which $95,500 was from the exercise of stock options and $373,275 from the sale of notes and convertible notes.





As a result of the above activities, we experienced a net decrease in cash of $40,241 for the nine months ended May 31, 2011 compared to a decrease of $10,002 for the same period 2010. 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 convertible debentures.







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Application of Critical Accounting Policies





Marketable Securities and Impairments





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.





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 per cent (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.





Revenue Recognition





Revenue is recorded on the basis of services provide to our clients, and is recognized when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.





Our primary source of revenue was generated from building and developing stand alone brands that incorporate social networking, and providing internet based media and advertising services. The services included web designs, integrated social media network, text and display advertising, press releases, e-mail marketing, and promotion across our network of web sites. Revenues from Internet based media and advertising services were recognized and recorded when the performance of such services completed.





Stock-Based Compensation





The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the consolidated financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). Stock compensation for stock granted to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured.








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Recent Accounting Pronouncements





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 April 2010, the FASB issued Accounting Standards Update 2010-13 (ASU 2010-13), "Compensation - Stock Compensation (Topic 718)." This Update provides amendments to Topic 718 to clarity that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The provisions of ASU 2010-13 are not expected to have a material effect on the Company's consolidated financial statements.





In July 2010, the FASB issued an accounting update to provide guidance to enhance disclosures related to the credit quality of a company's financing receivables portfolio and the associated allowance for credit losses. Pursuant to this accounting update, a company is required to provide a greater level of disaggregated information about its allowance for credit loss with the objective of facilitating users' evaluation of the nature of credit risk inherent in the company's portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. The revised disclosures as of the end of the reporting period are effective for the Company beginning in the second quarter of fiscal 2011, and the revised discourses related to activities during the reporting period are effective for the Company beginning in the third quarter of fiscal 2011. The Company is currently evaluating the impact of this accounting update on its financial disclosures.





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, 2011. 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.






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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.





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.





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.





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.





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. On November 15, 2010, the Company agreed to settle judgment and paying $2,000 per month until the amount is paid in full. The Company is not current in these payments.





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.





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 March 3, 2011, we issued 2,173,913 shares of our common stock upon conversion of $15,000 of an outstanding convertible debenture held by Asher Enterprises Inc. The securities were issued in private placement transaction pursuant to Regulation D under the Securities Act.





On March 29, 2011, we issued 3,086,025 shares of our common stock upon conversion of $24,194.43 of an outstanding convertible debenture held by Greystone Capital Partners, Inc. The securities were issued in private placement transaction pursuant to Regulation D under the Securities Act.









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On April 4, 2011, we issued 3,500,000 shares of our common stock upon conversion of $22,400 of an outstanding convertible debenture held by Lotus Funding Group, LLC. The securities were issued in private placement transaction pursuant to Regulation D under the Securities Act.





On April 6, 2011, we issued 1,923,077 shares of our common stock upon conversion of $15,000 of an outstanding convertible debenture held by Asher Enterprises Inc. The securities were issued in private placement transaction pursuant to Regulation D under the Securities Act.





On April 11, 2011, we issued 1,487,179 shares of our common stock upon conversion of $11,600 of an outstanding convertible debenture held by Asher Enterprises Inc. The securities were issued in private placement transaction pursuant to Regulation D under the Securities Act.





On May 10, 2011, we issued 3,030,303 shares of our common stock upon conversion of $10,000 of an outstanding convertible debenture held by Asher Enterprises Inc. The securities were issued in 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





(a) Form 8-K Information





None.





(b) Director Nomination Procedures





We do not have a standing nominating committee nor are we required to have one. We do not have any established procedures by which security holders may recommend nominees to our Board of Directors, however, any suggestions on directors, and discussions of board nominees in general, is handled by the entire Board of Directors.





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 amended31.2

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 amended32.1

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, 2011
By:
/s/ LLOYD LAPIDUSLloyd Lapidus

Chief Executive Officer