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 November 30, 2009





o TRANSITIONAL
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transitional period from ______ to ______





Commission File No.0-32923





CLICKER
INC.


(Exact name of
registrant as specified in its charter)





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





18952 MacArthur Blvd, Suite
210, Irvine, CA 92612


(Address
of principal executive office) (zip code)





(949)
486-3990


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


Yes x  No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o   No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company x(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o No x





As of
January 14, 2010, there were 115,899,775 shares of registrant’s common stock
outstanding.









1









CLICKER
INC.





TABLE
OF CONTENTS







Report on
Form 10-Q


For the
quarter ended November 30, 2009










PagePART
      I FINANCIAL INFORMATIONItem
      1. Financial Statements
            3(Unaudited)
      Consolidated Balance Sheets at November 30, 2009 and August 31,
      2009
            3Unaudited
      Consolidated Statements of Operations for the Three Month Periods ended
      November 30, 2009 and 2008
            4Unaudited
      Consolidated Statements of Cash Flows for the Three Month Periods ended
      November 30, 2009 and 2008
            5Notes
      to the unaudited Consolidated Financial Statements
            6 –
      21Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
            22
      – 29Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
            30Item
      4T. Controls and Procedures
            30PART
      II OTHER INFORMATIONItem
      1. Legal Proceedings
            31Item
      1A. Fisk Factors
            31Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            31Item
      3. Defaults upon Senior Securities
            32Item
      4. Submission of Matters to Vote of Security Holders
            32Item
      5. Other Information
            32Item
      6. Exhibits
            32Signatures
            33











2










PART
I – FINANCIAL INFORMATION


Item
1. Consolidated Financial Statements






CLICKERS
INC. AND SUBSIDIARIES
 (Formerly,
Finanical Media Group)
 CONSOLIDATED
BALANCE SHEETS
 (UNAUDITED)


ASSETSAs
      of
              
              
              As
      ofNovember
      30, 2009
              
              
              August
      31, 2009CURRENT
      ASSETS:Cash
      & cash equivalents
              
              $
              57,964
              
              
              $
              32,380Accounts
      receivable, net
              
              
              -
              
              
              
              27,172Marketable
      securities
              
              
              911,014
              
              
              
              280,566Other
      current assets
              
              
              4,187
              
              
              
              4,152Total
      current assets
              
              
              973,165
              
              
              
              344,270PROPERTY
      & EQUIPMENT, net
              
              
              29,008
              
              
              
              37,128Total
      assets
              
              $
              1,002,172
              
              
              $
              381,398LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Accounts
      payable
              
              $
              1,164,087
              
              
              $
              1,093,436Accrued
      expenses
              
              
              861,386
              
              
              
              819,398Deferred
      revenue
              
              
              20,800
              
              
              
              20,800Derivative
      liability
              
              
              341,005
              
              
              
              116,752Due
      to related parties
              
              
              1,093,289
              
              
              
              1,048,662Note
      payable
              
              
              710,000
              
              
              
              760,000Convertible
      note payble, net
              
              
              112,352
              
              
              
              13,043Total
      current liabilities
              
              
              4,302,919
              
              
              
              3,872,091Commitment
      & contingencies
              
              
              -
              
              
              
              -STOCKHOLDERS'
      DEFICIT:Common
      stock, $0.001 par value, 300,000,000 shares authorized,99,649,082
      and 84,687,548 shares issued and outstanding atNovember
      30, 2009 and August 31, 2009, respectively
              
              
              99,649
              
              
              
              84,687Paid
      in capital
              
              
              12,234,081
              
              
              
              12,155,958Prepaid
      consulting
              
              
              (33,542
              )
              
              
              -Unrealized
      gain on marketable securities
              
              
              723,046
              
              
              
              89,913Accumulated
      deficit
              
              
              (16,323,981
              )
              
              
              (15,821,251
              )Total
      stockholders' deficit
              
              
              (3,300,747
              )
              
              
              (3,490,693
              )Total
      liabilities and stockholders' deficit
              
              $
              1,002,172
              
              
              $
              381,398





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




3






CLICKERS
INC. AND SUBSIDIARIES


(Formerly,
Financial Media Group)


CONSOLIDATED
STATEMENTS OF OPERATIONS
  (UNAUDITED)




For
      The Three Month Periods EndedNovember
      302009
              
              
              2008Net
      revenues
              
              $
              198,920
              
              
              $
              834,787Operating
      expensesSelling,
      general & administrative
              
              
              442,145
              
              
              
              1,010,478Depreciation
              
              
              8,120
              
              
              
              15,135Impairments
              
              
              52,684
              
              
              
              629,245Total
      operating expenses
              
              
              502,949
              
              
              
              1,654,858Loss
      from operations
              
              
              (304,029
              )
              
              
              (820,071
              )Non-Operating
      Income (Expense):Interest
      expense
              
              
              (100,612
              )
              
              
              (7,511
              )Interest
      income
              
              
              267
              
              
              
              50Loss
      on sale of marketable securities
              
              
              -
              
              
              
              (218,238
              )Change
      in derivative liability
              
              
              (93,556
              )
              
              
              -Total
      non-operating expense
              
              
              (193,901
              )
              
              
              (225,699
              )Loss
      before income taxes
              
              
              (497,930
              )
              
              
              (1,045,770
              )Provision
      for income tax
              
              
              4,800
              
              
              
              4,800Net
      loss
              
              
              
              (502,730
              )
              
              
              (1,050,570
              )Other
      comprehensive gain (loss):Unrealized
      gain (loss) on marketable securities
              
              
              633,133
              
              
              
              (515,850
              )Reclassification
      adjustment
              
              
              -
              
              
              
              203,575Comprehensive
      gain (loss)
              
              $
              130,403
              
              
              $
              (1,362,845
              )Basic
      and diluted net loss per share
              
              $
              (0.01
              )
              
              $
              (0.02
              )Weighted
      average shares of common stock outstanding-
      Basic and Diluted
              
              
              90,079,342
              
              
              
              66,098,358
  The
accompanying notes are an integral part of these unaudited consolidated
financial statements.







4




CLICKERS
INC. AND SUBSIDIARIES


(Formerly,
Finanical Media Group)


CONSOLIDATED STATEMENTS OF CASH
FLOWS


(UNAUDITED)




For
      The Three Month Periods EndedNovember 302009
                    
                    
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                    
                    
                    $
                    (502,730
                    )
                    
                    $
                    (1,050,570
                    )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Bad
      debts
                    
                    
                    27,227
                    
                    
                    
                    -Depreciation
      and amortization
                    
                    
                    8,120
                    
                    
                    
                    15,135Revenues
      in form of marketable securities
                    
                    
                    (50,000
                    )
                    
                    
                    (762,332
                    )Impairment
      of marketable securities
                    
                    
                    52,684
                    
                    
                    
                    629,245Loss
      on sale of marketable securities
                    
                    
                    -
                    
                    
                    
                    218,238Change
      in derivative liability
                    
                    
                    93,556
                    
                    
                    
                    -Issuance
      of options and warrants for services
                    
                    
                    39,728
                    
                    
                    
                    74,152Issuance
      of shares for services
                    
                    
                    1,458
                    
                    
                    
                    84,397(Increase)
      decrease in current assets:Receivables
                    
                    
                    -
                    
                    
                    
                    (1,859
                    )Other
      current assets and deposits
                    
                    
                    (90
                    )
                    
                    
                    5,400Increase
      (decrease) in current liabilities:Accounts
      payable
                    
                    
                    70,651
                    
                    
                    
                    132,738Accrued
      expenses and other liabilities
                    
                    
                    164,978
                    
                    
                    
                    126,466Deferred
      revenue
                    
                    
                    -
                    
                    
                    
                    2,040Net
      cash used in operating activities
                    
                    
                    (94,417
                    )
                    
                    
                    (526,951
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      received from sale marketable securities
                    
                    
                    -
                    
                    
                    
                    159,215Net
      cash provided by investing activities
                    
                    
                    -
                    
                    
                    
                    159,215CASH
      FLOWS FROM FINANCING ACTIVITIES:Cash
      proceeds from convertible note
                    
                    
                    120,000
                    
                    
                    
                    -Cash
      received from sale of common stock
                    
                    
                    -
                    
                    
                    
                    299,418Net
      cash provided by financing activities
                    
                    
                    120,000
                    
                    
                    
                    299,418NET
      INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
                    
                    
                    
                    (68,318
                    )CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                    
                    
                    32,380
                    
                    
                    
                    73,312CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                    
                    
                    57,964
                    
                    
                    $
                    4,994Supplemental
      disclosure for cash flow information:Cash
      and cash equivalents paid for interest
                    
                    
                    -
                    
                    
                    $
                    -Cash
      and cash equivalents paid for taxes
                    
                    
                    -
                    
                    
                    $
                    -Supplemental
      disclosure of non-cash flow investing and financing
      activity:Conversion
      of convertible note
                    
                    
                    18,357
                    
                    
                    $
                    -Issaunce
      of shares for service
                    
                    
                    35,000
                    
                    
                    $
                    -
 The
accompanying notes are an integral part of these unaudited consolidated
financial statements.


5








CLICKER
INC.


(Formerly
Financial Media Group, Inc.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE 1  NATURE OF
BUSINESS AND BASIS OF PRESENTATION





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





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





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





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





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





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





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





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










6







In May
2008, the Company launched WallStTV and offer free access to its original video
programming including the 3-Minute Press Show, Sweet Picks, the Analyst’s
Review, and WallSt.net News Magazine (“WSNM”). WSNM half-hour program is run
weekly and distributed through television via the Fox Business
Network.





In
February 2009, the Company launched Forwant.com, a free online classified
website that enables users to search for a variety of items and specializes in
the categories of Jobs, Housing, For Sale, Personals and Services
internationally. The property also has paid premium component.





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. The property has had approximately 700,000 visitors in the last 9
months and has available millions of listings throughout its network. The
property is now incorporated under ForWant Inc and ready to begin operations as
a standalone entity. Competitors for the property are Craigslist, kijiji (an
eBay company), Hotjobs (yahoo), and Monster.





Cashclicker.com
and C2we.com













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








7








Sippinit.com









Sippinit.com
(www.sippinit.com) is
an online pop, entertainment and gossip property that will incorporate social
networking with entertainment gossip. The property is in development and
expected to launch in second quarter 2010. Plans call for the property to be
entertainment and gossip site that pulls entertainment feeds while users will be
able to comment and gossip on the events. The platform will also call for users
to be able to create a social networking pulse about a story or an event. The
property will be advertising driven gathering to the entertainment ad market
that will largely be in the event arenas. Users can promote its events through
social network and anticipated to be paid on a cost per post type model.
Additionally, plans call for conversational marketing to be also
implemented.





ItsMyLocal.com










ItsMyLocal.com
is a reward property incorporates local search and rewards with local peer to
peer social networking and rewards. This site is expected to launch in the
second quarter of 2010. The site is in the concept stage. The strategic plan for
the brand is to provide a social network and rewards to local search whereby
users of local participating patrons can receive coupons from their local
vendors. Plans call for these patrons to become members and rate the established
while offering coupons or special offers to their friends within the network.
Competitors included Local.com and yelp.com.





Sportsgulp.net










Sportsgulp.net
is a social networking website and gossip channel for sports enthusiasts. The
property is in development and expected to launch in third quarter 2010. Plans
call for the property to pull conventional sports feeds while allowing users a
more interactive social networking component whereby the sports community could
be more interactive with each other by incorporating social networking
tools.









8





Wallst.net
and Mywallst.net










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





Financial
Filings Corp.





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





NOTE 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES







Basis
of Presentation







The
accompanying unaudited consolidated financial statements have been prepared in
accordance with the rules and regulations of the Securities and Exchange
Commission for the presentation of interim financial information, but do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. The audited financial
statements for the year ended August 31, 2009 were filed on December 21, 2009
with the Securities and Exchange Commission and is hereby incorporated by
reference. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. Operating results for the three
months period ended November 30, 2009 are not necessarily indicative of the
results that may be expected for the year ended August 31, 2010.





Principles
of Consolidation





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





Use
of Estimates





In
preparation of financial statements in conformity with generally accepted
accounting principles management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results could differ
from those estimates.





Cash
and Cash Equivalents





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






9





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 $229,099 and $201,872 as of November 30, 2009 and
August 31, 2009, respectively.





Marketable
Securities





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





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





Property
and Equipment





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





Revenue
Recognition Policy





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





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





Fair
Value of Financial Instruments





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









10







Concentration
of Credit Risk





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





Reporting
Segments





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





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





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





Stock-Based
Compensation





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





Issuance
of Shares for Services





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








Comprehensive
Income





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






11







Recent
Accounting Pronouncements





In
October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue
Arrangements”, now codified under FASB ASC Topic 605, “Revenue Recognition”,
(“ASU 2009-13”). ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method. ASU 2009-13 should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, with early adoption permitted.
Management is currently evaluating the potential impact of ASU2009-13 on our
financial statements.





In
October, 2009, the FASB issued ASU 2009-15, “Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”,
now codified under FASB ASC Topic 470 “Debt”, (“ASU 2009-15”), and provides
guidance for accounting and reporting for own-share lending arrangements issued
in contemplation of a convertible debt issuance. At the date of issuance, a
share-lending arrangement entered into on an entity’s own shares should be
measured at fair value in accordance with Topic 820 and recognized as an
issuance cost, with an offset to additional paid-in capital. Loaned shares are
excluded from basic and diluted earnings per share unless default of the
share-lending arrangement occurs. The amendments also require several
disclosures including a description and the terms of the arrangement and the
reason for entering into the arrangement. The effective dates of the amendments
are dependent upon the date the share-lending arrangement was entered into and
include retrospective application for arrangements outstanding as of the
beginning of fiscal years beginning on or after December 15, 2009. Management is
currently evaluating the potential impact of ASU 2009-15 on our financial
statements.





In
December, 2009, under FASB ASC Topic 860, “Transfers and Servicing.” New
authoritative accounting guidance under ASC Topic 860, “Transfers and
Servicing,” amends prior accounting guidance to enhance reporting about
transfers of financial assets, including securitizations, and where companies
have continuing exposure to the risks related to transferred financial assets.
The new authoritative accounting guidance eliminates the concept of a
“qualifying special-purpose entity” and changes the requirements for
derecognizing financial assets. The new authoritative accounting guidance also
requires additional disclosures about all continuing involvements with
transferred financial assets including information about gains and losses
resulting from transfers during the period. The new authoritative accounting
guidance under ASC Topic 860 will be effective January 1, 2010 and is not
expected to have a significant impact on the Company’s financial
statements.





Reclassifications





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





NOTE 3  MARKETABLE
SECURITIES





The
Company receives cash and/or securities of client companies as payment in full
for services rendered. The numbers of shares the Company receives for services
is based on contract amount, and the number of shares is determined based on the
bid price at the time of signing the agreement. The securities received from
clients are classified as available-for-sale and, as such, are carried at fair
value based on the quoted market prices. The securities comprised of shares of
common stock of third party customers and securities purchased. Securities
classified as available-for-sale may be sold in response to changes in interest
rates, liquidity needs, and for other purposes. The Company does not currently
have any held-to-maturity or trading securities.







12




Marketable
securities classified as available for sale consisted of the following as of
November 30, 2009:





Equity
      Securities Name and Symbol
              
              Number
      of shares held at November 30, 2009
              
              
              Cost
              
              
              Market
      Value at November 30, 2009
              
              
              Accumulated
      Unrealized Gain
              
              
              Accumulated
      Unrealized Loss
              
              Traded
      on Pink Sheets (PK) or Bulletin Board (BB)XTend
      Medical Corp. (XMDC.PK)
              
              
              12,375,000
              
              
              
              2,475
              
              
              
              618,750
              
              
              
              616,275
              
              
              
              
              PKDelta
      Mining & Exploration Corp. (DMXC.PK)
              
              
              10,000,000
              
              
              
              50,000
              
              
              
              160,000
              
              
              
              110,000
              
              
              
              
              PKSunrise
      Consulting Group (SNRS.PK)
              
              
              515,000,000
              
              
              
              51,500
              
              
              
              51,500
              
              
              
              -
              
              
              
              
              PKVOIP
      PAL.com, Inc. (VPLM.PK)
              
              
              2,500,000
              
              
              
              15,000
              
              
              
              25,000
              
              
              
              10,000
              
              
              
              
              PKGeneThera
      Inc (GTHR.PK)
              
              
              261,000
              
              
              
              14,355
              
              
              
              9,135
              
              
              
              
              
              
              
              (5,220
              )
              PKGENCO
      Corp (GNCC.PK)
              
              
              294,118
              
              
              
              17,647
              
              
              
              8,824
              
              
              
              
              
              
              
              (8,824
              )
              PKOthers
      - Less than $10,000
              
              
              58,689,605
              
              
              
              36,864
              
              
              
              37,806
              
              
              
              8,712
              
              
              
              (7,897
              )$
              187,841
              
              
              $
              911,014
              
              
              $
              744,987
              
              
              $
              (21,941
              )





Marketable
securities classified as available for sale consisted of the following as of
August 31, 2009




Equity
      Securities Name and Symbol
                        
                        Number
      of shares held at August 31, 2009
                        
                        
                        Cost
                        
                        
                        Market
      Value at August 31, 2009
                        
                        
                        Accumulated
      Unrealized Gain
                        
                        
                        Accumulated
      Unrealized Loss
                        
                        Traded
      on Pink Sheets (PK) or Bulletin Board (BB)Sunrise
      Consulting Group (SNRS.pk)
                        
                        
                        515,000,000
                        
                        
                        $
                        51,500
                        
                        
                        $
                        51,500
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        PKFIMA,
      Inc fima
                        
                        
                        357,000
                        
                        
                        
                        14,994
                        
                        
                        
                        10,674
                        
                        
                        
                        
                        
                        
                        
                        (4,320
                        )
                        PKGENCO
      Corp GNCC
                        
                        
                        294,118
                        
                        
                        
                        17,647
                        
                        
                        
                        8,824
                        
                        
                        
                        
                        
                        
                        
                        (8,823
                        )
                        PKGeneThera
      Inc (GTHR)
                        
                        
                        261,000
                        
                        
                        
                        14,355
                        
                        
                        
                        23,229
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        PKOneScreen
      Inc (VidShadow Inc) OSCN
                        
                        
                        14,705
                        
                        
                        
                        44,115
                        
                        
                        
                        73,562
                        
                        
                        
                        29,411
                        
                        
                        
                        
                        
                        PKMade
      in America Entertainment, Inc. (MAEI)
                        
                        
                        312,578
                        
                        
                        
                        250,000
                        
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        PKVOIP
      PAL.com, Inc. VPLM
                        
                        
                        2,500,000
                        
                        
                        
                        15,000
                        
                        
                        
                        25,000
                        
                        
                        
                        10,000Others
      - Less than $10,000 cost
                        
                        
                        89,659,900
                        
                        
                        
                        36,040
                        
                        
                        
                        87,777
                        
                        
                        
                        66,773
                        
                        
                        
                        (3,127
                        )$
                        443,651
                        
                        
                        $
                        280,566
                        
                        
                        $
                        106,184
                        
                        
                        $
                        (16,270
                        )


As of
November 30, 2009, the Company evaluated its marketable securities holdings by
valuing the securities according to the quoted price of the securities on the
stock exchange.





It is the
Company’s policy to assess its marketable securities for impairment on a
quarterly basis, or more frequently if warranted by circumstances. The Company
recognized an impairment loss on the marketable securities of $52,684 for the
three months periods ended November 30th,
2009 compared to $629,245 for the same periods in 2008.





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.






13





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





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





The
Company did not sell any marketable securities during the three months periods
ended November 30, 2009 as compared to a gain of  $218,238 in
2008.





NOTE 4  PROPERTY AND
EQUIPMENT





Property
and equipment consist of the following:





Nov
      30,
              2009
            
            
            August
      31,
              2009Office
      and computer equipment
            
            $
            191,653
            
            
            $
            191,653Less
      accumulated depreciation:
            
            
            (162,645
            )
            
            
            (154,525
            )$
            29,008
            
            
            $
            37,128





Depreciation
expense for the three months periods ended November 30, 2009 and 2008 was $8,120
and $15,135, respectively.





NOTE 5  OTHER
ASSETS





Other
assets consist of the following:





November
      30,
              2009
            
            
            August
      31,
              2009Other
      Current Assets:Employee
      advances
            
            $
            35
            
            
            $
            -Rent
      deposit
            
            $
            4,152
            
            
            $
            4,152Total
      Other Current Assets
            
            $
            4,187
            
            
            $
            4,152





NOTE 6  DEFERRED
REVENUES





The
Company receives marketable securities and cash for services to be provided in
future periods. The Company recognizes revenue on a pro-rata basis over the term
of the agreement. The Company recorded $20,800 and $20,800 in deferred revenues
at November 30, 2009 and at August 31, 2009, respectively.  The
Company is obligated to provide services on demand, in which customers will send
notice directly to company.






14





NOTE 7  ACCRUED
EXPENSES





Accrued
expenses consist of the following:





November
      30,
              2009
            
            
            August
      31,
              2009Accrued
      legal & Consulting fees
            
            $
            176,913
            
            
            $
            161,837Accrued
      interest
            
            
            94,959
            
            
            
            72,709Accrued
      salaries and payroll taxes
            
            
            544,514
            
            
            
            539,852Others
            
            
            45,000
            
            
            
            45,000$
            861,386
            
            
            $
            819,398





NOTE 8  DUE TO RELATED
PARTIES





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





November
      30,
              2009
            
            
            August
      31,
              2009Accrued
      officer’s compensation
            
            $
            840,767
            
            
            $
            796,140Accrued
      consulting fees
            
            
            4,149
            
            
            
            4,149Accrued
      interest
            
            
            248,373
            
            
            
            248,373$
            1,093,289
            
            
            $
            1,048,662





The
Company recorded an expense of $92,188 and $92,188 for the three months ended
November 30, 2009 and 2008 for compensation and benefits provided to the Chief
Executive Officer of the Company.





NOTE 9  NOTE
PAYABLE





On July
20, 2008, the Company executed an unsecured, non-interest bearing promissory
note of $550,000 to a third party due January 20, 2009, (the “BG Capital Note”).
The BG Capital Note originated as a result of conversion of consulting expenses
payable to a third party into a promissory note.  The promissory note
required an annual interest rate of
18% if not paid on the January 20, 2009 due date. Between August 11, 2009 and
October 9, 2009, BG Captial has assigned $150,000 of the promissory note to
third parties and to be converted to debenture conversion notes (Note 10) The
Company is in default on the remaining payment of $400,000 of the promissory
note as of November 30, 2009.





On March
1, 2009, the Company executed a promissory note of $140,000 to a third party,
unsecured, non-interest bearing and due on September 1, 2009. The
promissory note requires an annual interest rate of 10% as default of payment on
September 1, 2009.




On June
9, 2009, the Company issued a $70,000 non-interest bearing note to Mr. Gary
Cortell of Cortell Communications Inc., as settlement of an invoice for past
services rendered to the Company.  The promissory note requires an
annual interest rate of 8% if not paid on the December 9, 2009 due
date.





Effective
August 22, 2009 the Company issued a six month 10% $100,000 unsecured promissory
note  to Mr. Manu Ohri, the Company’s former Chief Financial Officer
(Mr. Ohri).  If the Company does not repay the amounts due at maturity
on February 22, 2010, the note will accrue interest at 10%
annually.





15





Notes
payables consist of the following:




November
      30,
                  2009
                
                
                August
      31,
                  2009BG
      Capital Group Inc.
                
                $
                400,000
                
                
                $
                450,000Smart
      Energy Group Inc.
                
                
                140,000
                
                
                
                140,000Cortell
      Communications Inc.
                
                
                70,000
                
                
                
                70,000Mr.
      Manu Ohri
                
                
                100,000
                
                
                
                100,000$
                710,000
                
                
                $
                760,000


The
Company recorded interest expense of $22,250 and $2,250 for the three months
period ended November 30, 2009 and 2008, respectively.





NOTE
10   CONVERTIBLE NOTE





On
October 9, 2009, the “Company” entered into an Exchange Agreement with Painted
Post Group,Inc (“PPG”),
pursuant to which PPG exchanged a $50,000 promissory note for a $50,000
convertible debenture (the “Debenture”).  The Debenture does not
accrue interest and matures on October 9, 2010.  Until November 9,
2009, PPG has the right to convert all or a portion of the principal into shares
of common stock of the Company at a conversion price equal to fifty
percent (50%) of the average of the closing bid price of the Company’s
common stock (“Common Stock”) during the five (5) trading days immediately
preceding the conversion date as quoted by Bloomberg, LP (the “Conversion
Price”).  Any shares received upon conversion may not be sold prior to
November 9, 2009.





On
November 18, 2009, the “Company” enter into private offering under Regulation D
of Securities Act of 1933 (the “Private Offering”) of a $120,000 convertible
debenture with SBCH Charitable Foundation (SBCH) in which the Debenture does not
accrue interest and matures on November 18, 2010. At any time, SBCH has the
right to convert all or portion of the principal into shares of common stock of
the Company a conversion price equal to forty percent (40%) of the average of
the closing bid price of the Company’s common stock (“Common Stock”) during the
five (5) trading days immediately preceding the conversion date as quoted by
Bloomberg, LP (the “Conversion Price”).





On August
11, 2009, the “Company” entered into an Exchange Agreement with Lotus Funding
Group, LLC (“Lotus”), pursuant to which Lotus exchanged a $100,000 promissory
note for a $100,000 convertible debenture (the “Debenture”).  The
Debenture does not accrue interest and matures on December 31,
2009.  Until September 10, 2009, Lotus has the right to convert all or
a portion of the principal into shares of common stock of the Company at a
conversion price equal to fifty percent (50%) of the average of the closing
bid price of the Company’s common stock (“Common Stock”) during the five (5)
trading days immediately preceding the conversion date as quoted by Bloomberg,
LP (the “Conversion Price”).  Any shares received upon conversion may
not be sold prior to September 11, 2009.





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





November
      30, 2009
            
            
            August
      31, 2009Convertible
      Note Payable
            
            $
            251,643
            
            
            $
            100,000Unamortized discount
            
            
            (139,291
            )
            
            
            (86,957
            )Convertible
      note payable, net
            
            $
            112,352
            
            
            $
            13,043





The
amortization of the beneficial conversion features discount was $78,362 for the
three months ended November 30, 2009, and was recorded in interest expense in
the other income (expense) section of the statement of operations which
increased convertible notes.








16


NOTE
11   DERIVATIVE LIABILIY





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





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





Between
October 9, 2009 and November 18, 2009, the Company issued two notes to Painted
Post Group (PPG) and SBCH Charitable Foundation.  At the date of
issuance the Company determined the fair value of these two beneficial
conversion features liability to be $130, 031 using the Black-Scholes model with
the following assumptions:





·
            risk
      free rate of return between .00% to
..001%;


·
            volatility
      range of 249.58%  to
296.14%;


·
            dividend
      yield of 0%; and


·
            an
      expected term of one year.





The
Company determined the fair value of all beneficial conversion features to be
$341,005 as of November 30, 2009, which was calculated using the Black Sholes
model with the following assumptions:





·
            risk
      free rate of return of .00% to
..001%;


·
            volatility
      of 254.02%;


·
            dividend
      yield of 0%; and


·
            an
      expected term of 10 to 11 months.





The
increase in the fair value of the beneficial conversion features was determined
to be $93,556 for the three months ended November 30, 2009, and was recorded in
derivative liability, in the other income (expense) section of the statement of
operations.





NOTE 12  EQUITY
TRANSACTIONS





Common
Stock





During
the year quarter ended November 30, 2009, the Company issued the following
shares of common stock:





·
            9,170,836  shares
      for the payment of $14,957 at conversion prices between $0.0010 and
      $0.0028 for Lotus convertible note;


·
            790,698
      shares for the payment of $3,400 at conversion prices $.0043 for Paint
      Posted convertible note;


·
            5,000,000
      shares to consultants valued at $35,000 in exchange for their
      services







17






Outstanding
Warrants:





Following
is a summary of the various classes of warrants outstanding at November 30,
2009:





Description
      of Warrants
                
                Exercise
      Price
                
                Expiration

                    Date
                
                Warrants
      Outstanding at November 30, 2009
                
                
                Warrants
      Issued during the period
                
                
                Warrants
      Exercised during the period
                
                
                Warrants
      Expired during the period
                
                
                Warrants
      Outstanding at November 30, 2009Class
      C Warrant
                
                $
                3.00
                
                12/16/2009
      – 4/28/2010
                
                
                1,760,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,760,0001,760,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,760,000




The
number and weighted average exercise prices of warrants granted by the Company
are as follows:





Number
              of
      Warrants
            
            
            Weighted
              Average
              Exercise
      Price
            
            
            Aggregate
              Intrinsic
      ValueOutstanding
      - August 31, 2009
            
            
            2,280,000
            
            
            $
            2.66
            
            
            
            -Issued
      during the period
            
            
            -
            
            
            
            -
            
            
            
            -Expired
            
            
            (520,000
            )
            
            
            1.50
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding
      – November 30, 2009
            
            
            1,760,000
            
            
            $
            3.00
            
            
            
            -





Following
is the summary of the status of warrants outstanding at November 30,
2009:





Range
      of
              Exercise
              Prices
            
            
            Total
              Warrants
              Outstanding
            
            
            Weighted
              Average
              Remaining
              Life
              (Years)
            
            
            Weighted
              Average
              Exercise
              Price
            
            
            Warrants
              Exercisable
            
            
            Weighted
              average
      Exercise
              Price
      of
              Exercisable
              Warrants$
            3.00
            
            
            
            1,760,000
            
            
            
            .23
            
            
            $
            3.00
            
            
            
            1,760,000
            
            
            $
            3.00





Outstanding Stock
Options:





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





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





As of
November 30, 2009, there are no stock options outstanding under the 2007
Non-Qualified Plan





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





On July
2, 2008, the Company adopted the 2008 Non-Qualified Plan and the Board of
Directors approved the reservation of 2,000,000 shares of the Company’s
authorized but unissued common stock for issuance under the plan. As of November
30, 2009, no options have been granted under the 2008 Non-Qualified
Plan.






18





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





On
February 6, 2007, the Company adopted the 2007 Equity Plan which was approved by
the shareholders on April 11, 2007, and reserved 3,000,000 shares of the
Company’s authorized common stock as Options to grant to employees, directors
and officers. On August 28, 2008, the shareholders approved reserving an
additional 4,000,000 common shares for issuance under the 2007 Equity Plan for a
total of 7,000,000 common shares. The stock subject to Options granted under the
2007 Equity Plan shall be the Common Shares of the Company’s common stock, par
value $0.001 per share. The 2007 Equity Plan shall become effective and shall
remain in effect until all Common Shares subject to the 2007 Equity Plan have
been purchased or acquired according to the terms of the 2007 Equity Plan or the
2007 Equity Plan is terminated by the Board or January 4, 2017, whichever is
earlier. No stock Options shall be granted after termination of the plan. The
Options have been granted to certain employees to purchase Common Shares at
prices equal to fair market value on the date of grant.





The
number and weighted average exercise prices of stock Options granted by the
Company at November 30, 2009 are as follows:





Options
              Outstanding
            
            
            Weighted
              Average
              Exercise
      Price
            
            
            Aggregate
              Intrinsic
      ValueOutstanding
      - August 31, 2009
            
            
            4,825,000
            
            
            $
            0.088
            
            
            $
            -Granted
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Expired/forfeited
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding
      – November 30, 2009
            
            
            4,825,000
            
            
            $
            0.088
            
            
            $
            -





Following
is a summary of the status of stock Options outstanding at November 30,
2009:





Range
      of
              Exercise
      Prices
            
            
            Total
              Options
              Outstanding
            
            
            Weighted
              Average
              Remaining
              Life
      (Years)
            
            
            Total
              Weighted
              Average
              Exercise
      Price
            
            
            Options
              Exercisable
            
            
            Weighted
              Average
              Exercise
      Price For Exercisable$
            0.015
      - $0.30
            
            
            
            4,825,000
            
            
            
            7.65
            
            
            $
            0.088
            
            
            
            3,825,000
            
            
            $
            0.074,825,000
            
            
            
            7.65
            
            
            $
            0.088
            
            
            
            3,825,000
            
            
            $
            0.07





NOTE 13  BASIC AND
DILUTED NET LOSS PER SHARE





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





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 for the three
month periods ended November 30, 2009 and 2008, respectively.









19





NOTE 14  SUPPLEMENTAL
DISCLOSURES OF CASH FLOWS





The
Company prepares its statements of cash flows using the indirect method as
defined under the Financial Accounting Standard No. 95. The Company paid $0 for
interest and $0 for income taxes during the three months ended November 30,
2009.





NOTE 15 
COMMITMENTS





Operating
Lease





The
Company leases its corporate office facilities in California from a third party
under an operating lease that terminates on February 28, 2010. Rent expense
under the operating lease for the three months ended November 30, 2009 and 2008
was $90,887.10 and $103,958, respectively. The Company has future minimum lease
obligations as follows:





Twelve
      months endingNovember
      30,
            
            Amount2010
            
            $
            79,564


Contingencies





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





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





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.  The amount has not yet been paid and our subsidiary is in
negotiations for settlement. The balance has been included in current liability
on the accompanying consolidated financial statements





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





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





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






20





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





NOTE 16  GOING
CONCERN





The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. This basis of accounting contemplates the recovery
of the Company's assets and the satisfaction of its liabilities in the normal
course of business. The Company had an accumulated deficit of $16,323,981 as of
November 30, 2009 and has incurred net loss of $502,730 for the three months
ended November 30, 2009. 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 November 30, 2009 towards (i) obtaining additional
equity financing, (ii) evaluation of its distribution and marketing methods, and
(iii) further streamlining and reducing costs.









21





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





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





We are
attempting to build internet brands from the conceptual level to launch. Our
strategy is to focus on the development of “big idea” type web properties. The
strategy is to then develop these ideas from proof of concept to a developed
website and then position the property to be sold to a larger managing principle
and/or partner or continue to own and operate the entity.





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





Stage One: The idea and
      concept stage of a potentially good idea. At this stage a budget and
      timeline for the property is developed. The size of the market and our
      plan for integration or exit is established. Additionally the business
      model is introduced at this level.


Stage Two: The
      development of the property is laid out. Site layout and design is
      established. Logic and user flow and finally site architecture and design
      are established.


Stage Three: The site
      is launched and the operational model is implemented in beta form. We
      begin to scale some web traffic and begin to test the model. The site is
      officially launched in the beta stage and can be in a few different
      versions


Stage Four: Full
      operation stage and the property should now have gone though a couple
      stages of beta with the model pretty much established. The property is
      established for operation as a subsidiary while positioning for sale or
      executive control.









22





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. The property has had approximately 700,000 visitors in the last 9
months and has available millions of listings throughout its network. The
property is now incorporated under ForWant Inc and ready to begin operations as
a standalone entity. Competitors for the property are Craigslist, kijiji (an
eBay company), Hotjobs (yahoo), and Monster.





Cashclicker.com
and C2we.com
















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





Sippinit.com









Sippinit.com
(www.sippinit.com) is
an online pop, entertainment and gossip property that will incorporate social
networking with entertainment gossip. The property is in development and
expected to launch in second quarter 2010. Plans call for the property to be
entertainment and gossip site that pulls entertainment feeds while users will be
able to comment and gossip on the events. The platform will also call for users
to be able to create a social networking pulse about a story or an event. The
property will be advertising driven gathering to the entertainment ad market
that will largely be in the event arenas. Users can promote its events through
social network and anticipated to be paid on a cost per post type model.
Additionally, plans call for conversational marketing to be also
implemented.






23





ItsMyLocal.com







ItsMyLocal.com
is a reward property incorporates local search and rewards with local peer to
peer social networking and rewards. This site is expected to launch in the
second quarter of 2010. The site is in the concept stage. The strategic plan for
the brand is to provide a social network and rewards to local search whereby
users of local participating patrons can receive coupons from their local
vendors. Plans call for these patrons to become members and rate the established
while offering coupons or special offers to their friends within the network.
Competitors included Local.com and yelp.com.





Sportsgulp.net







Sportsgulp.net
is a social networking website and gossip channel for sports enthusiasts. The
property is in development and expected to launch in third quarter 2010. Plans
call for the property to pull conventional sports feeds while allowing users a
more interactive social networking component whereby the sports community could
be more interactive with each other by incorporating social networking
tools.








Wallst.net
and Mywallst.net










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






24








Financial
Filings Corp.





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





Competition





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





Results
of Operations





Our
consolidated results of operations for the three months ended November 30, 2009
and 2008 include our wholly-owned subsidiaries WallStreet, Financial Filings,
Corp., My WallStreet, Inc., and The Wealth Expo Inc.





We
reported a net loss of $502,730 for the three ended November 30, 2009
compared to net loss of $1,045,770 for the same periods ended November 30 2008.
The loss was decreased due to significant reduction in management and marketing
expenses, as more fully explained in "Operating Expenses" below.





Revenues





Revenues
for the three months period ended November 30, 2009 were $198,920 compared to
$834,787 for the same period in 2008, respectively. Revenues decreased by
$635,867 (76%) during the three months ended November 30, 2009, as compared to
the same period in 2008, due to significant decrease in advertisements on our
website from the  current economic conditions and recent downturn in
financial markets, resulting in clients spending significantly less money on
internet advertising.





Operating
Expenses





Selling,
general, and administrative expenses (S,G&A) for the three months ended
November 30, 2009 were $442,145 compared to $1,010,478 for the same period in
2008. SG&A expenses decreased by $568,334 (59%) during the three months
ended November 30, 2009 as compared to the same periods in 2008, primarily due
to reduction in payroll costs, reduction in administrative, sales and marketing
personnel due to downsizing as a result of reduction in revenues, and reduction
in legal costs.






25





Impairment of marketable securities for
the three months ended November 30, 2009 were $52,684 compared to $629,245 for
the same periods ended in 2008. We had significant reduction in impairment
compared to last year due to lack of securities available for sale and a
reduction in receipt of securities as payment.  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. Implementation
of this policy further helped us reduce our impairment expense during the three
ended November 30, 2009





Depreciation
expense for the three months ended November 30, 2009 was $8,120 compared to
$15,135 for the same periods in 2008.





Interest
expense for the three months ended November 30, 2009 was $100,612 compared to
$7,511 for the same periods in 2008. Interest expense increased by $93,101 for
the three months ended November 30, 2009 compared to the same period in 2008.
The increase in interest expense for the three months ended November 30, 2009
resulted as we amortized the beneficial conversion feature interest on
convertible notes issued during the quarter ended November 30,
2009.





Realized
loss on sale of marketable securities for the three ended November 30, 2009 was
$0 compared to $218,238 for the same periods in 2008. We sold marketable
securities held in our possession and realized losses on their sale to fund our
operating costs. Unrealized gain at November 30, 2009 was $723,046 compared to
unrealized loss of $33,145 for the same period in 2008. Unrealized gain resulted
from the increase in market value of the marketable securities held at November
30, 2009.





We
recorded an expense of $93,556 in change of derivative liability for the three
months ended November 30, 2009 as compared to zero for the same periods in 2008.
The increased derivative liability resulted from our issuance of three
convertible notes for the quarter ended November 30, 2009.





Liquidity
and Capital Resources





Cash and
cash equivalents were $57,964 at November 30, 2009 compared to $32,380 at August
31, 2009. As shown in the accompanying consolidated financial statements, we
recorded a loss of $502,730 for the three months ended November 30, 2009
compared to a loss of $1,050,570 for the same period in 2008. Our current
liabilities exceeded our current assets by $3,329,754 at November 30, 2009 and
net cash used in operating activities for the three months ended November 30,
2009 was $94,417. These factors and our ability to meet our debt obligations
from current operations, and the need to raise additional capital to accomplish
our objectives raises doubt about our ability to continue as a going
concern.





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





We
presently do not have any available credit, bank financing or other external
sources of liquidity. Due to our historical operating losses, our operations
have not been a source of liquidity. We will need to obtain additional capital
in order to expand operations and become profitable. In order to obtain capital,
we may need to sell additional shares of our common stock or borrow funds from
private lenders. There can be no assurance that we will be successful in
obtaining additional funding.





To the
extent that we raise additional capital through the sale of equity or
convertible debt securities, the issuance of such securities may result in
dilution to existing stockholders. If additional funds are raised through the
issuance of debt securities, these securities may have rights, preferences and
privileges senior to holders of common stock and the terms of such debt could
impose restrictions on our operations. Regardless of whether our cash assets
prove to be inadequate to meet our operational needs, we may seek to compensate
providers of services by issuance of stock in lieu of cash, which may also
result in dilution to existing shareholders. Even if we are able to raise the
funds required, it is possible that we could incur unexpected costs and
expenses, fail to collect significant amounts owed to us, or experience
unexpected cash requirements that would force us to seek alternative
financing.






26





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.





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





Operating
Activities





Net cash
used in operating activities for the nine months ended November 30, 2009 was
$94,417 which resulted due to a decrease in receivables and other current assets
of $90, an increase in accounts payable of $70,651 and an  increase in
accrued expenses and other liabilities of $164,978.





Investing
Activities





Net cash
provided by investing activities for the nine months ended November 30, 2009 was
zero.





Financing
Activities





Net cash
provided by financing activities for the nine months ended November 30, 2009 was
$120,000 from the issuance of a convertible note.





As a
result of the above activities, we experienced a net increase in cash of $25,584
for the three months ended November 30, 2009. Our ability to continue as a going
concern is still dependent on our success in obtaining additional financing from
investors or through the sale of our marketable securities.





Application
of Critical Accounting Policies





Marketable
Securities and Impairments





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





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





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






27





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





Revenue
Recognition





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





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





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





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





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









28





Stock-Based
Compensation





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





Issuance
of Shares for Service





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





Recent
Accounting Pronouncements





In
October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue
Arrangements”, now codified under FASB ASC Topic 605, “Revenue Recognition”,
(“ASU 2009-13”). ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method. ASU 2009-13 should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, with early adoption permitted.
Management is currently evaluating the potential impact of ASU2009-13 on our
financial statements.





In
October, 2009, the FASB issued ASU 2009-15, “Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”,
now codified under FASB ASC Topic 470 “Debt”, (“ASU 2009-15”), and provides
guidance for accounting and reporting for own-share lending arrangements issued
in contemplation of a convertible debt issuance. At the date of issuance, a
share-lending arrangement entered into on an entity’s own shares should be
measured at fair value in accordance with Topic 820 and recognized as an
issuance cost, with an offset to additional paid-in capital. Loaned shares are
excluded from basic and diluted earnings per share unless default of the
share-lending arrangement occurs. The amendments also require several
disclosures including a description and the terms of the arrangement and the
reason for entering into the arrangement. The effective dates of the amendments
are dependent upon the date the share-lending arrangement was entered into and
include retrospective application for arrangements outstanding as of the
beginning of fiscal years beginning on or after December 15, 2009. Management is
currently evaluating the potential impact of ASU 2009-15 on our financial
statements.





In
December, 2009, under FASB ASC Topic 860, “Transfers and Servicing.” New
authoritative accounting guidance under ASC Topic 860, “Transfers and
Servicing,” amends prior accounting guidance to enhance reporting about
transfers of financial assets, including securitizations, and where companies
have continuing exposure to the risks related to transferred financial assets.
The new authoritative accounting guidance eliminates the concept of a
“qualifying special-purpose entity” and changes the requirements for
derecognizing financial assets. The new authoritative accounting guidance also
requires additional disclosures about all continuing involvements with
transferred financial assets including information about gains and losses
resulting from transfers during the period. The new authoritative accounting
guidance under ASC Topic 860 will be effective January 1, 2010 and is not
expected to have a significant impact on the Company’s financial
statements.








29





Item
3.Quantitative and Qualitative Disclosures about Market Risk





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





Item
4T. 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 November 30, 2009. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. In addition, the design of disclosure
controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their
costs.





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





(b) Changes in internal control over
financial reporting.





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









30








PART
II - OTHER INFORMATION





Item 1. Legal
Proceedings





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





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





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





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





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





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
subsidiary.





Elite Financial Communications
Group, LLC vs. Financial Media Group, Inc., Superior Court of California, County
of Orange, Case No. 30-20090012358.On May 22, 2009, Elite Financial
Communications Group, LLC filed a complaint for a breach of contract against us
for failing to pay for Investor Relations Services.  On October 1, 2009, a
judgment for $61,293 was awarded in favor of Elite Financial Communications, and
the amount remains unpaid. We intend to challenge the judgment for improper
service and launch a cross complaint for non performance if a settlement is not
reached





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







During
the three months ended November 30, 2009, the Company issued:





·
            9,170,836  shares
      of common stock upon the conversion of $14,957 principle amount of a
      convertible note held by Lotus Funding Group,
  LLC;


·
            790,698
      shares of common stock upon the conversion of $3,400 principle amount of a
      convertible note held by Painted Post Group, Inc.;
  and


·
            5,000,000
      shares to consultants in exchange for $35,000 in services
      rendered.








31





Item 3. Defaults Upon Senior
Securities





None.





Item 4. Submission of
Matters to a Vote of Securities Holders





None.





Item 5. Other
Information





None.





Item 6. Exhibits





31.1
            
            Certification
      of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      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








32








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:
      January 19, 2010
            By:
            /s/ ALBERT
      AIMERSAlbert
      Aimers
              Chief
      Executive Officer