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 February 28, 2010





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


For the transitional period from ______ to ______





Commission File No.0-32923





CLICKER INC.


(Exact name of registrant as specified in its charter)





Nevada

33-0198542(State or other jurisdiction of incorporation of organization)

(I.R.S. Employer Identification Number)





18952 MacArthur Blvd, Suite 210, Irvine, CA 92612


(Address of principal executive office) (zip code)





(949) 486-3990


(Registrant’s telephone number, including area code)





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





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





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





Large accelerated filer o
Accelerated filer 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 April 15, 2010, there were 27,187,666shares of registrant’s common stock issued and outstanding.












CLICKER INC.







TABLE OF CONTENTS







Report on Form 10-Q


For the quarter ended February 28, 2010










PagePART I FINANCIAL INFORMATIONItem 1. Financial Statements
3(Unaudited) Consolidated Balance Sheets at February 28, 2010 and August 31, 2009
3Unaudited Consolidated Statements of Operations for the Three and Six Month Periods ended February 28, 2010 and 2009
4Unaudited Consolidated Statements of Cash Flows for the Three and Six Month Periods ended February 28, 2010 and 2009
5Notes to the unaudited Consolidated Financial Statements
6 – 18Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
19 – 27Item 3. Quantitative and Qualitative Disclosures About Market Risk
26Item 4. Controls and Procedures
27PART II OTHER INFORMATIONItem 1. Legal Proceedings
28Item 1A. Fisk Factors
28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
28Item 3. Defaults upon Senior Securities
29Item 4. RESERVED
29Item 5. Other Information
29Item 6. Exhibits
29Signatures
30











2





PART I – FINANCIAL INFORMATION


Item 1. Consolidated Financial Statements






CLICKERS INC. AND SUBSIDIARIES


(Formerly, Finanical Media Group)
 CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)


ASSETSAs of


As ofFebruary 28, 2010


August 31, 2009CURRENT ASSETS:Cash & cash equivalents


163,469


$
32,380Accounts receivable, net


2,400



27,172Marketable securities


372,478



280,566Other current assets


4,187



4,152Total current assets


542,535



344,270PROPERTY & EQUIPMENT, net


21,019



37,128Total assets


563,553


$
381,398LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable


1,281,056


$
1,093,436Accrued expenses


839,869



819,398Deferred revenue


-



20,800Derivative liability


998,226



116,752Due to related parties


1,159,713



1,048,662Note payable


170,000



760,000Convertible note payble, net


252,446



13,043Total current liabilities


4,701,311



3,872,091STOCKHOLDERS' DEFICIT:Preferred stock, $0.001 par value, 5,000,000 shares authorized


-



-Common stock, $0.001 par value, 300,000,000 shares authorized,519,098 and 282,292 shares issued and outstanding atFebruary 28, 2010 and August 31, 2009, respectively


519



282Paid in capital


12,462,138



12,240,363Prepaid consulting


(24,792
)


-Unrealized gain on marketable securities


223,244



89,913Accumulated deficit


(16,798,867
)


(15,821,251
)Total stockholders' deficit


(4,137,758
)


(3,490,693
)Total liabilities and stockholders' deficit


563,553


$
381,398
   The accompanying notes are an integral part of these unaudited consolidated financial statements.


3




CLICKERS INC. AND SUBSIDIARIES


(Formerly, Financial Media Group)


CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)


For The Three Month Periods Ended


For The Six Month Periods EndedFebruary 28





February 282010


2009


2010


2009Net revenues

$
42,584


$
241,805


$
241,504


$
1,076,592Operating expensesSelling, general & administrative


520,494



622,821



962,638



1,633,299Depreciation


7,989



15,136



16,109



30,271Impairments


37,286



460,544



89,970



1,089,789Total operating expenses


565,769



1,098,501



1,068,717



2,753,359Loss from operations


(523,185
)


(856,696
)


(827,213
)


(1,676,767
)Non-Operating Income (Expense):Interest expense


(147,486
)


(2,288
)


(248,098
)


(9,749
)Interest income


640



-



906



-Gain/(Loss) on sale of marketable securities


202,433



(220,265
)


202,433



(438,503
)Change in derivative liability


(7,288
)






(100,843
)


-Total non-operating income (expense)


48,299



(222,553
)


(145,602
)


(448,252
)Loss before income taxes


(474,886
)


(1,079,249
)


(972,815
)


(2,125,019
)-Provision for income tax


-



-



4,800



4,800Net loss


(474,886
)


(1,079,249
)


(977,615
)


(2,129,819
)Other comprehensive gain (loss):Unrealized gain (loss) on marketable securities


(690,130
)


1,445,436



(56,997
)


929,586Reclassification adjustment


190,328



(996,860
)


190,328



(793,285
)Comprehensive loss

$
(974,688
)

$
(630,673
)

$
(844,284
)

$
(1,993,518
)Basic and diluted net loss per share

$
(0.004
)


(0.02
)

$
(0.01
)

$
(0.03
)Weighted average shares of common stock outstanding- Basic and Diluted


130,535,415



70,165,497



110,195,621



68,120,692*Weighted average number of shares used to compute basic and diluted loss per share are the same since the effect of dilutive securities are anti-dilutive.
  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 Six Month Periods EndedFebruary 282010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(977,615
)

$
(2,129,819
)Adjustments to reconcile net loss to net cashused in operating activities:Bad debts


27,507



1,088Depreciation and amortization


16,109



30,271Revenues in form of marketable securities


(50,000
)


(959,932
)Impairment of marketable securities


89,970



1,089,789Write off of liability


(20,800
)


-(Gain)/Loss on sale of marketable securities


(202,433
)


438,503Change in derivative liability


100,843Issuance of options and warrants for services


60,256



265,322Issuance of shares for services


81,758



139,998(Increase) decrease in current assets:Receivables


(2,735
)


9,565Other current assets and deposits


(35
)


24,274Increase (decrease) in current liabilities:Accounts payable


187,620



247,891Accrued expenses and other liabilities


335,713



162,935Deferred revenue


-



12,059Net cash used in operating activities


(353,842
)


(668,058
)CASH FLOWS FROM INVESTING ACTIVITIES:Cash received from sale marketable securities


203,880



306,070Net cash provided by investing activities


203,880



306,070CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from officer


111,051



-Cash proceeds from convertible note


170,000



-Cash received from sale of common stock


-



302,464Net cash provided by financing activities


281,051



302,464NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS


131,089



(59,524
)CASH & CASH EQUIVALENTS, BEGINNING BALANCE


32,380



73,312CASH & CASH EQUIVALENTS, ENDING BALANCE


163,469


$
13,788Supplemental 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


55,205


$
-Issaunce of shares for service


106,550


$
-














5


CLICKER INC.


(Formerly Financial Media Group, Inc.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE 1  NATURE OF BUSINESS AND BASIS OF PRESENTATION





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





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





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





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





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





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





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





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




6





NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Basis of Presentation




The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited financial statements for the year ended August 31, 2009 were filed on December 21, 2009 with the Securities and Exchange Commission and is hereby incorporated by reference. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months period ended February 28, 2010 are not necessarily indicative of the results that may be expected for the year ended August 31, 2010.





Principles of Consolidation





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





Use of Estimates





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





Cash and Cash Equivalents





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





Accounts Receivable





The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. Account receivable balance was $2,400 and 27,172 with allowance for doubtful debts amounted to $229,099 and $201,872 as of February 28, 2010 and August 31, 2009, respectively.





Marketable Securities





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





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




7





Property and Equipment





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





Revenue Recognition Policy





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





Our primary source of revenue is generated from 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.





Concentration of Credit Risk





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





Reporting Segments





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




8





The Company offers a broad range of services to its clients and its primary source of revenue is generated from providing 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” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity, except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in financial statements that are displayed with the same prominence as other financial statements.





Recent Accounting Pronouncements





In 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.




9





In December, 2009, under FASB ASC Topic 860, “Transfers and Servicing,” new authoritative accounting guidance amended 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.





Marketable securities classified as available for sale consisted of the following as of February 28, 2010:




Name

No


Cost


Market value


Accumulated unrealized

gain / (loss)


Traded onVOIP PAL.com, Inc. VPLM


2,500,000


$
15,000



48,750



33,750


PKSunrise Consulting Group (SNRS.pk)


515,000,000



51,500



51,500



-


PKDelta Mining & Exploration Corp. (DMXC.PK)


10,000,000



50,000



100,000



50,000


PKOthers-less than $10,000


109,549,908



32,608



172,228



139,064Total






149,108



372,478



222,814


10




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




Equity Securities Name and Symbol

Number of shares held at August 31, 2009


Cost


Market Value at August 31, 2009


Accumulated Unrealized Gain / (loss)


Traded on Pink Sheets (PK) or Bulletin Board (BB)Sunrise Consulting Group (SNRS.pk)


515,000,000


$
51,500


$
51,500


$
-


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



66,645$
443,651


$
280,566


$
89,913




As of February 28, 2010, the Company evaluated its marketable securities holdings by valuing the securities according to the quoted price of the securities on the stock exchange.





It is the Company’s policy to assess its marketable securities for impairment on a quarterly basis, or more frequently if warranted by circumstances. The Company recognized an impairment loss on the marketable securities of $89,970 for the six months periods ended February 28, 2010 compared to $1,089,789 for the same periods in 2009.





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





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





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





The Company sold marketable securities during three months and six months periods ended February 28, 2010 and recorded realized gain of $202,433 and $202,433 as compared to realized loss of  $220,265 and $438,503  in 2009, respectively.




11








NOTE 4  PROPERTY AND EQUIPMENT





Property and equipment consist of the following:





February 28, 2010


August,31, 2009Office and computer equipment

$
191,653


$
191,653Less accumulated depreciation:


(170,634
)


(154,525
)$
21,019


$
37,128





Depreciation expense for the six months periods ended February 28, 2010 and 2009 was $16,109 and $30,271, respectively.





NOTE 5  OTHER ASSETS





Other assets consist of the following:





February 28, 2010


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 zero and $20,800 in deferred revenues at February 28, 2010 and at August 31, 2009, respectively.  The Company received money in advance for services to be rendered in the future.








NOTE 7  ACCRUED EXPENSES





Accrued expenses consist of the following:





February 28, 2010


August 31, 2009Accrued legal & Consulting fees

$
153,896


$
161,837Accrued interest


5,567



72,709Accrued salaries and payroll taxes


600,406



539,852Others


80,000



45,000$
839,869


$
819,398





NOTE 8  DUE TO RELATED PARTIES





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





February 28, 2010


August 31, 2009Accrued officer’s compensation

$
911,340


$
796,140Accrued consulting fees


-



4,149Accrued interest


248,373



248,373$
1,159,713


$
1,048,662





The Company recorded an expense of $175,260 and $184,375 for the six months ended February 28, 2010 and 2009 for compensation and benefits provided to the Chief Executive Officer of the Company.





12





NOTE 9  NOTE PAYABLE





On June 9, 2009, the Company issued a $70,000 non-interest bearing note to 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 $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.





As of February 28, 2010, the Company recorded $170,000 in Note Payable compare to $760,000 at the end of August 31, 2009. The Company recorded interest expense of $39,133 and $3,750 for the six months period ended February 28, 2010 and 2009, respectively.





NOTE 10  CONVERTIBLE NOTE





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





On November 18, 2009, CLICKER Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with SBCH Charitable Foundation, an accredited investor (the “Investor”), providing for the sale by the Company to the Investor of a 10% convertible debenture in the principal amount of $120,000 (the “Debenture”). The Debenture accrues interest at 10% and matures on November 18, 2010. At any time, SBCH has the right to convert all or portion of the principal into shares of common stock of the Company a conversion price equal to forty percent (40%) of the average of the closing bid price of the Company’s common stock (“Common Stock”) during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP (the “Conversion Price”).





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





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




13





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





February 28, 2010


August 31, 2009Convertible Note Payable

$
914,728


$
100,000Unamortized discount


(662,283
)


(86,957
)Convertible note payable, net

$
252,446


$
13,043





The amortization of the beneficial conversion features discount was $205,305 and zero for the six months ended February 28, 2010 and 2009, respectively.  The amortization of beneficial conversion was recorded in interest expense in the other income (expense) section of the statement of operations. The unamortized amount of beneficial conversion features discount were $662,283 as of February 28, 2010.





NOTE 11   DERIVATIVE LIABILIY





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





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





The Company has issued five additional convertible notes to Painted Post Group (PPG), SBCH Charitable Foundation, Asher Enterprises Inc., Thalia Woods Management Inc., and Greystone Capital Partners during the period of six months ended February 28, 2010.  At the date of issuance the Company determined the fair value of these five beneficial conversion features liability to be $780,631





The Company determined the fair value of all beneficial conversion features to be $998,226 as of February 28, 2010, which was calculated using the Black Sholes model with the following assumptions:





·
risk free rate of return of 0.22%


·
volatility of 198.91%


·
dividend yield of 0%; and


·
an expected terms of 8 to 21 months.





The increase in the fair value of the beneficial conversion features was determined to be $57,333 for the six months ended February 28, 2010, and was recorded in the other income (expense) section of the statement of operations.





14





NOTE 12  EQUITY TRANSACTIONS





Common Stock


On January 26, 2010, the Company proposed a consolidation of all its outstanding common shares as record date of February 18, 2010, also known as a reverse stock split by 300:1.
 
 During the year six months ended February 28, 2010, the Company issued the following shares of common stock:
 
 ·
711,474 shares for the payment of $21,353 at conversion prices between $0.15 and $0.30 for Lotus convertible note;
 ·
42,297 shares for the payment of $25,810 at conversion prices between $0.36 and $1.29 for Paint Posted convertible note;
 ·
18,362 shares for the payment of $8,042 at conversion prices $0.45 for Thalia Woods Management, Inc’s note.
 ·
105,000 shares to consultants valued at $106,550 in exchange for their services.


Outstanding Warrants:





Following is a summary of the various classes of warrants outstanding at February 28, 2010:





Description of Warrants

Exercise Price

Expiration

Date

Warrants Outstanding at February 28, 2010


Warrants Issued during the period


Warrants Exercised during the period


Warrants Expired during the period


Warrants Outstanding at February 28, 2010Class C Warrant

$
3.00

4/28/2010


520,000



-



-



-



520,000520,000



-



-



-



520,000





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


(1,760,000
)


2.56



-Exercised


-



-



-Outstanding – February 28, 2010


520,000


$
3.00



-





Following is the summary of the status of warrants outstanding at February 28, 2010:





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



520,000



0.04


$
3.00



520,000


$
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.




15





As of February 28, 2010, there are no stock options outstanding under the 2007 Non-Qualified Plan





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





On July 2, 2008, the Company adopted the 2008 Non-Qualified Plan and the Board of Directors approved the reservation of 2,000,000 shares of the Company’s authorized but unissued common stock for issuance under the plan. As of February 28, 2010, no options have been granted under the 2008 Non-Qualified Plan.





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 February 28, 2010 are as follows:





Options

Outstanding


Weighted

Average

Exercise Price


Aggregate

Intrinsic ValueOutstanding - August 31, 2009


4,825,000


$
0.08


$
-Granted


-



-



-Exercised


-



-



-Expired/forfeited


-



-



-Outstanding – February 28, 2010


4,825,000


$
0.08


$
-





Following is a summary of the status of stock Options outstanding at February 28, 2010:





Range of

Exercise Prices

Total

Options

Outstanding

Weighted

Average

Remaining

Life (Years)

Total

Weighted

Average

Life

Options

Exercisable

Weighted

Average

Exercise Price For Exercisable$0.015 - $0.30

4,825,000

7.40

$7.19

4,516,944

$0.074,825,000

7.40

$7.19

4,516,944

$0.07











16





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 six month periods ended February 28, 2010 and 2009, respectively.





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 six months ended February 28, 2010 and 2009, respectively.





NOTE 15  COMMITMENTS





Operating Lease





The Company leases its corporate office facilities in California from a third party under an operating lease on monthly basis. Rent expense under the operating lease for the six months ended February 28, 2010 and 2009 was $182,000 and $222,140, respectively. The Company has no future lease obligations.





Contingencies





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





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





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. The Company is in negotiations to settle the judgment.





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




17





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





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





Elite Financial Communications Group, LLC vs. Financial Media Group, Inc., Superior Court of California, County of Orange, Case No. 30-20090012358.On May 22, 2009, Elite Financial Communications Group, LLC filed a complaint for a breach of contract against us for failing to pay for Investor Relations Services.  On October 1, 2009, a judgment for $61,293 was awarded in favor of Elite Financial Communications, and the amount remains unpaid. The balance has been included in current liability on the accompanying consolidated financial statements. The Company plans to challenge the judgment with countersuit if necessary.





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 $16,798,867 as of February 28, 2010 and has incurred net loss of $977,615 for the six months ended February 28, 2010. In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort during the period ended February 28, 2010 towards (i) obtaining additional equity financing, (ii) evaluation of its distribution and marketing methods, and (iii) further streamlining and reducing costs.





NOTE 17SUBSEQUENT EVENTS





On January 26, 2010, we proposed a consolidation of all our outstanding common shares as record date of February 18, 2010, also known as a reverse stock split by 300:1. This reverse stock split reduced the total number of issued and outstanding common shares from 155,729,507 to 519,098. As a result of the reduction in the number of common shares, the market price per common share increased. However, there is no assurance that the post-reverse stock split price will be equal to or greater than the consolidation ratio multiplied by the pre-reverse stock split price on a going forward basis.




We effected the 300 for 1 reverse stock split of our common stock on April 1, 2010, as a result of which every 300 issued and outstanding shares of common stock has been combined into one share.  Any fractional share as result of the reverse stock split received a whole share in lieu of any fractional share to which they might otherwise have been entitled. The reverse stock split affected all of our then issued and outstanding shares of common stock, as well as the number of shares issuable upon the exercise of then outstanding stock options and warrants.




On April 12, 2010, the Company issued 26,666,666 shares of its common stock to Junior Capital Inc. for the retirement of $800,000 indebted on behalf of Chief Executive Officer.




18





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





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





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





Overview and Recent Transactions





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





We effected the 300 for 1 reverse stock split of our common stock on April 1, 2010, as a result of which every 300 issued and outstanding shares of common stock has been combined into one share.  This reverse stock split reduced the total number of issued and outstanding common shares from 155,729,507 to 519,098. Any fractional share as a result of the reverse stock split received a whole share in lieu of any fractional share to which they might otherwise have been entitled. The reverse stock split affected all of our then issued and outstanding shares of common stock, as well as the number of shares issuable upon the exercise of then outstanding stock options and warrants. Our common stock is currently quoted on the OTCBB under the new symbol CLKZD for a period of 20 days. After such time the D will be dropped and our common stock will continue to be quoted on the OTCBB under the prior symbol CLKZ.  All references to number of shares and per share data in this Form 10-Q, except for the financial statements and notes thereto, reflect the reverse stock split.





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.





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 1,200,000 visitors in the last three months and has available millions of listings throughout its network. The property is now incorporated under ForWant Inc and ready to begin operations as a standalone entity. Competitors for the property are Craigslist, kijiji (an eBay company), Hotjobs (yahoo), and Monster.





Cashclicker.com and C2we.com





Graphic







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.










19








Sippinit.com


Graphic





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.








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 .








20





Financial Filings Corp.





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





Competition





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





Results of Operations





Our consolidated results of operations for the three and six months ended February 28, 2010 and 2009 include our wholly-owned subsidiaries WallStreet, Financial Filings, Corp., My WallStreet, Inc., and The Wealth Expo Inc.





We reported net losses of $474,886 and $997,615 for the three and six months ended February 28, 2010 compared to net loss of $1,079,249 and $2,129,819 for the same periods ended February 28, 2009, respectively. The losses decreased due to significant reduction in management and marketing expenses, as more fully explained in "Operating Expenses" below.





Revenues





Revenues for the three and six month periods ended February 28, 2010 were $42,584 and $241,504 compared to $241,805 and $1,076,592 for the same periods in 2009, respectively. Revenues decreased by $199,221 (82%) and $835,088 (77%) during the three months and six months ended February 28, 2010, as compared to the same period in 2008, respectively, due to significant decrease in advertisements on our website resulting from the current economic conditions and recent downturn in financial markets, which caused our clients to spend significantly less money on internet advertising.





Operating Expenses





Selling, general, and administrative expenses (S,G&A) for the three and six months ended February 28, 2010 were $520,494 and $962,638 compared to $622,821 and $1,633,299 for the same periods in 2009, respectively. SG&A expenses decreased by $102,327 (16%) and $670,661 (41%) during the three and six months ended February 28, 2010 as compared to the same periods in 2009, respectively, 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.





Impairment of marketable securities for the three and six months ended February 28, 2010 was $37,286 and $89,970 compared to $460,544 and $1,089,789 for the same periods ended in 2009, respectively. 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 and six months ended February 28, 2010.




21





Depreciation expense for the three and six months ended February 28, 2010 was $7,989 and $16,109 compared to $15,136 and $30,271 for the same periods in 2009, respectively.





Interest expense for the three and six months ended February 28, 2010 was $147,486 and $248,098 compared to $2,288 and $9,749 for the same periods in 2009, respectively. The increase in interest expense for the three and six months ended February 28, 2010 resulted as we amortized the beneficial conversion feature interest on convertible notes issued during the quarter ended February 28, 2010.





Realized gain on sale of marketable securities for the three and six months ended February 28, 2010 was $202,433 and $202,433 compared to realized loss of $220,265 and $438,503 for the same periods in 2009, respectively. We sold marketable securities held in our possession and realized gains on their sale to fund our operating costs. Unrealized gain at February 28, 2010 was $223,244 compared to $929,586 for the same period in 2009. Unrealized gain resulted from the increase in market value of the marketable securities held at February 28, 2010.





We recorded an expense of $7,288 and $100,843 in change of derivative liability for the three and six months ended February 28, 2010 as compared to zero for the same periods in 2009. The increased derivative liability resulted from our issuance of six convertible notes for the quarter ended February 28, 2010.





Liquidity and Capital Resources





Cash and cash equivalents were $163,469 at February 28, 2010 compared to $32,380 at August 31, 2009. As shown in the accompanying consolidated financial statements, we recorded a loss of $977,615 for the six months ended February 28, 2010 compared to a loss of $2,129,819 for the same period in 2009. Our current liabilities exceeded our current assets by $4,158,776 at February 28, 2010 and net cash used in operating activities for the six months ended February 28, 2010 was $353,842. 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.





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.




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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 six months ended February 28, 2010 was $353,842 which resulted due to a decrease in receivables and other current assets of $2,770, an increase in accounts payable of $187,620 and an increase in accrued expenses and other liabilities of $335,713.





Investing Activities





Net cash provided by investing activities for the six months ended February 28, 2010 was 203,880 compared to $306,070 in same period 2009.





Financing Activities





Net cash provided by financing activities for the six months ended February 28, 2010 was $281,051 from the issuance of convertible notes and payment proceed to officers.





As a result of the above activities, we experienced a net increase in cash of $131,089 for the six months ended February 28, 2010 compared to decrease of $59,524 for the same period 2009. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or through the sale of our marketable securities.





Application of Critical Accounting Policies





Marketable Securities and Impairments





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





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





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




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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.




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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 amended 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.




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In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force).The objective of this ASUis to address the diversity in practice related to the accounting for a distribution to shareholders that offers them the ability to elect to receive their entire distribution in cash or stock of equivalent value with a potential limit on the total amount of cash that shareholders can elect to receive in aggregate. Historically, some entities have accounted for the stock portion of the distribution as a new share issuance that is reflected in earning per share (EPS) prospectively. Other entities have accounted for the stock portion of the distribution as a stock dividend by retroactively restating shares outstanding and EPS for all periods presented. The amendments in this ASU clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or shares with a potential limit on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively.  The stock portion of a distribution to shareholders that allows them to elect to receive cash or shares with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260, Equity and EarningsperShare.The amendments in this ASU are effective for interim and annual periods ending on or after December, 15, 2009, and should be applied on a retrospective basis.





In February 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-11,Derivatives and Hedging (Topic 815)—Scope Exception Related to Embedded Credit Derivatives,to resolve potential ambiguity about the breadth of the embedded credit derivative scope exception in FASB Accounting Standards Codification (ASC) 815-15-15-8:  “Changes in cash flows attributable to changes in the creditworthiness of an interest resulting from securitized financial assets and liabilities (including derivative instruments) that represent the assets or liabilities that are held by the issuing entity shall not be considered an embedded derivative under this Subtopic.”  It is clear that the transfer of credit risk that is only in the form of subordination of one financial instrument to another (thereby redistributing credit risk) is an embedded derivative feature that should not be subject to potential bifurcation and separate accounting.  However, there is some ambiguity in practice about whether other embedded credit derivative features are considered to be embedded derivative features that are not subject to bifurcation and separate accounting as a derivative instrument. The amendments in ASU 2010-11 are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.





Item 3. Quantitative and Qualitative Disclosures about Market Risk





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




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Item 4. Controls and Procedures





(a) Evaluation of disclosure controls and procedures.





Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of February 28, 2010. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.





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





(b) Changes in internal control over financial reporting.





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




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PART II - OTHER INFORMATION





Item 1. Legal Proceedings





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





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





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





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





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





Dow Jones & Company, Inc. DBA Dow Jones Marketwatch as successor in interest to Marketwatch, Inc. vs. Financial Media Group, Inc. Et. Al., Superior Court of California, County of Orange, Case No. 30-2208 00112726.On September 30, 2008, Dow Jones filed a complaint for a breach of contract against us for failing to pay $42,000 in licensing fees for using Marketwatch’s financial information and analytical tools relating to securities pursuant to the terms as required by the License and Service Agreement. On March 4, 2009, a judgment for $48,162.40 was awarded in favor of Dow Jones, and said amount remains unpaid. We plan to contest the judgment if a settlement is not reached as services were supplied to a subsidiary.





Elite Financial Communications Group, LLC vs. Financial Media Group, Inc., Superior Court of California, County of Orange, Case No. 30-20090012358.On May 22, 2009, Elite Financial Communications Group, LLC filed a complaint for a breach of contract against us for failing to pay for Investor Relations Services.  On October 1, 2009, a judgment for $61,293 was awarded in favor of Elite Financial Communications, and the amount remains unpaid. 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 February 28, 2010, the Company issued:





·
40,578 shares for the payment of $6,396 at conversion prices between $0.15 and $0.30 for Lotus convertible note;


·
39,662 shares for the payment of $22,410 at conversion prices between $0.36 and $1.29 for Paint Posted convertible note;


·
18,362 shares for the payment of $8,042 at a conversion price of $0.45 for Thalia Woods Management, Inc’s note; and


·
88,334 shares to consultants valued at $71,550 in exchange for their services.





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Item 3. Defaults Upon Senior Securities





None.





Item 4. RESERVED





Item 5. Other Information





On April 13, 2010, we issued 26,666,666 shares of our common stock to Junior Capital Inc., which is owned by Albert Aimers, our Chief Executive Officer, for the retirement of $800,000 in accrued debt and compensation owed to Mr. Aimers.  This issuance of shares described in this Item is claimed to be exempt pursuant to Section 4(2) of the Securities Act of 1933.





Item 6. Exhibits





31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002











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SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





CLICKER INC.Date: April 19, 2010
By:
/s/ ALBERT AIMERSAlbert Aimers

Chief Executive Officer