UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)


[X]  QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
quarterly period ended May 31, 2009







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


For the
transitional period from ______ to ______





Commission File No.0-32923





CLICKER
INC.


(Exact name of
registrant as specified in its charter)





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





18952 MacArthur Blvd, Suite
210, Irvine, CA 92612


(Address
of principal executive office) (zip code)





(949)
486-3990


(Registrant’s
telephone number, including area code)





Financial
Media Group, Inc.


(Former
name, if changed since last report)





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 [X]   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
July 17, 2009, there were 80,235,173 shares of registrant’s common stock
outstanding.




1




CLICKER INC.





TABLE
OF CONTENTS





Report on
Form 10-Q


For the
quarter ended May 31, 2009








PagePART
      I FINANCIAL INFORMATIONItem
      1. Financial Statements
              3Consolidated
      Balance Sheets at May 31, 2009 (Unaudited) and August 31,
    2008
              3Unaudited
      Consolidated Statements of Operations for the Three Month Periods and Nine
      Month Periods ended May 31, 2009 and 2008
              4Unaudited
      Consolidated Statements of Cash Flows for the Nine Month Periods endedMay
      31, 2009 and 2008
              5Notes
      to the unaudited Consolidated Financial Statements
              6 –
      20Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
              21Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
              28Item
      4T. Controls and Procedures
              28PART
      II OTHER INFORMATIONItem
      1. Legal Proceedings
              29Item
      1A. Fisk Factors
              29Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              29Item
      3. Defaults upon Senior Securities
              29Item
      4. Submission of Matters to Vote of Security Holders
              29Item
      5. Other Information
              29Item
      6. Exhibits
              29Signatures
              30





2




PART
I – FINANCIAL INFORMATION





Item
1. Consolidated Financial Statements








CLICKER
INC.


(Formerly,
Financial Media Group, Inc.)


CONSOLIDATED
BALANCE SHEETS


(UNAUDITED)





May
      31, 2009
                                                                    
                                                                    
                                                                    August
      31, 2008ASSETSCURRENT
      ASSETS:Cash
      & cash equivalents
                                                                    
                                                                    $
                                                                    1,375
                                                                    
                                                                    
                                                                    $
                                                                    73,312Accounts
      receivable, net
                                                                    
                                                                    
                                                                    39,350
                                                                    
                                                                    
                                                                    
                                                                    53,718Marketable
      securities
                                                                    
                                                                    
                                                                    610,876
                                                                    
                                                                    
                                                                    
                                                                    2,217,852Other
      current assets
                                                                    
                                                                    
                                                                    38,003
                                                                    
                                                                    
                                                                    
                                                                    1,793Total
      current assets
                                                                    
                                                                    
                                                                    689,584
                                                                    
                                                                    
                                                                    
                                                                    2,346,675PROPERTY
      & EQUIPMENT, Net
                                                                    
                                                                    
                                                                    37,160
                                                                    
                                                                    
                                                                    
                                                                    82,566DEPOSIT
                                                                    
                                                                    
                                                                    4,152
                                                                    
                                                                    
                                                                    
                                                                    34,671Total
      assets
                                                                    
                                                                    $
                                                                    730,916
                                                                    
                                                                    
                                                                    $
                                                                    2,463,912LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Accounts
      payable
                                                                    
                                                                    $
                                                                    937,287
                                                                    
                                                                    
                                                                    $
                                                                    613,929Accrued
      expenses
                                                                    
                                                                    
                                                                    757,721
                                                                    
                                                                    
                                                                    
                                                                    806,639Deferred
      revenue
                                                                    
                                                                    
                                                                    50,800
                                                                    
                                                                    
                                                                    
                                                                    424,832Due
      to related parties
                                                                    
                                                                    
                                                                    1,164,554
                                                                    
                                                                    
                                                                    
                                                                    820,729Notes
      payable
                                                                    
                                                                    
                                                                    690,000
                                                                    
                                                                    
                                                                    
                                                                    650,000Total
      current liabilities
                                                                    
                                                                    
                                                                    3,600,362
                                                                    
                                                                    
                                                                    
                                                                    3,316,129Commitment
      & contingenciesSTOCKHOLDERS'
      DEFICIT:Common stock, $0.001 par value, 300,000,000 shares
    authorized,80,235,173 and 65,726,873 shares issued and outstanding atMay 31, 2009 and August 31, 2008, respectively
                                                                    
                                                                    
                                                                    80,235
                                                                    
                                                                    
                                                                    
                                                                    65,727Paid in capital
                                                                    
                                                                    
                                                                    12,105,682
                                                                    
                                                                    
                                                                    
                                                                    11,339,465Unrealized
      gain on marketable securities
                                                                    
                                                                    
                                                                    45,099
                                                                    
                                                                    
                                                                    
                                                                    279,130Accumulated
      deficit
                                                                    
                                                                    
                                                                    (15,100,462
                                                                    )
                                                                    
                                                                    
                                                                    (12,536,538
                                                                    )Total
      stockholders' deficit
                                                                    
                                                                    
                                                                    (2,869,446
                                                                    )
                                                                    
                                                                    
                                                                    (852,216
                                                                    )Total
      liabilities and stockholders' deficit
                                                                    
                                                                    $
                                                                    730,916
                                                                    
                                                                    
                                                                    $
                                                                    2,463,912




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




3




CLICKER
INC.


(Formerly,
Financial Media Group, Inc.)


CONSOLIDATED
STATEMENTS OF OPERATIONS


(UNAUDITED)





For
      the Three Month periods ended
                            
                            
                            For
      the Nine Month periods endedMay
      31, 2009
                            
                            
                            May
      31, 2008
                            
                            
                            May
      31, 2009
                            
                            
                            May
      31, 2008RevenuesRevenue
      in the form of cash
                            
                            $
                            12,343
                            
                            
                            $
                            367,743
                            
                            
                            $
                            129,003
                            
                            
                            $
                            1,106,238Revenue
      in the form of marketable securities
                            
                            
                            107,050
                            
                            
                            
                            2,027,844
                            
                            
                            
                            1,066,982
                            
                            
                            
                            5,336,989119,393
                            
                            
                            
                            2,395,587
                            
                            
                            
                            1,195,985
                            
                            
                            
                            6,443,227Operating
      expensesSelling,
      general & administrative
                            
                            
                            339,120
                            
                            
                            
                            1,349,943
                            
                            
                            
                            1,972,419
                            
                            
                            
                            4,344,213Depreciation
                            
                            
                            15,135
                            
                            
                            
                            15,024
                            
                            
                            
                            45,406
                            
                            
                            
                            38,938Impairments
                            
                            
                            230,606
                            
                            
                            
                            697,266
                            
                            
                            
                            1,320,395
                            
                            
                            
                            3,028,716Total
      operating expenses
                            
                            
                            584,861
                            
                            
                            
                            2,062,232
                            
                            
                            
                            3,338,220
                            
                            
                            
                            7,411,866Income
      (Loss) from operations
                            
                            
                            (465,468
                            )
                            
                            
                            333,355
                            
                            
                            
                            (2,142,710
                            )
                            
                            
                            (968,639
                            )Non-Operating
      Income (Expense):Interest
      expense
                            
                            
                            (33,000
                            )
                            
                            
                            (2,667
                            )
                            
                            
                            (42,749
                            )
                            
                            
                            (67,927
                            )Loss
      on sale of marketable securities
                            
                            
                            (172,392
                            )
                            
                            
                            (95,411
                            )
                            
                            
                            (610,895
                            )
                            
                            
                            (421,056
                            )Other
      income
                            
                            
                            237,230
                            
                            
                            
                            -
                            
                            
                            
                            237,230
                            
                            
                            
                            (421,056
                            )Total
      non-operating income (expense)
                            
                            
                            31,838
                            
                            
                            
                            (98,078
                            )
                            
                            
                            (416,414
                            )
                            
                            
                            (488,983
                            )Income
      (loss) from operations before income taxes
                            
                            
                            (433,631
                            )
                            
                            
                            235,276
                            
                            
                            
                            (2,559,125
                            )
                            
                            
                            (1,457,623
                            )Provision
      for income tax
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,800
                            
                            
                            
                            4,800Net
      Income (loss)
                            
                            
                            (433,631
                            )
                            
                            
                            235,276
                            
                            
                            
                            (2,563,925
                            )
                            
                            
                            (1,462,423
                            )Other
      comprehensive gain (loss):Unrealized
      gain (loss) on marketable securities
                            
                            
                            (237,079
                            )
                            
                            
                            (1,042,372
                            )
                            
                            
                            692,507
                            
                            
                            
                            525,008Reclassification
      Adjustment
                            
                            
                            (148,252
                            )
                            
                            
                            (39,659
                            )
                            
                            
                            (941,537
                            )
                            
                            
                            121,988Comprehensive
      loss
                            
                            $
                            (819,435
                            )
                            
                            $
                            (846,755
                            )
                            
                            $
                            (2,812,955
                            )
                            
                            $
                            (815,427
                            )Basic
      & diluted net earnings (loss) per share
                            
                            $
                            (0.006
                            )
                            
                            $
                            0.004
                            
                            
                            $
                            (0.04
                            )
                            
                            $
                            (0.034
                            )Weighted
      average shares of share capital outstanding*-
      basic& diluted
                            
                            
                            78,760,540
                            
                            
                            
                            61,362,532
                            
                            
                            
                            71,706,282
                            
                            
                            
                            48,430,034





*
Weighted average number of shares used to compute basic and diluted loss per
share for the three months and nine months periods ended May 31, 2009 and 2008
are the same since the effect of dilutive securities is
anti-dilutive.




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




4




CLICKER
INC.


(Formerly,
Financial Media Group, Inc.)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(UNAUDITED)





For
      the Nine Month periods ended
                      May
      31,2009
                    
                    
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                    
                    $
                    (2,563,925
                    )
                    
                    $
                    (1,462,423
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Bad
      debts
                    
                    
                    980
                    
                    
                    
                    86,714Depreciation
      and amortization
                    
                    
                    45,406
                    
                    
                    
                    38,938Revenues
      in form of marketable securities
                    
                    
                    (1,066,507
                    )
                    
                    
                    (5,336,989
                    )Impairment
      of marketable securities
                    
                    
                    1,320,395
                    
                    
                    
                    3,028,716Loss
      on sale of marketable securities
                    
                    
                    610,895
                    
                    
                    
                    421,056Issuance
      of warrants and options for services
                    
                    
                    202,446
                    
                    
                    
                    140,636Issuance
      of shares for services
                    
                    
                    135,818
                    
                    
                    
                    33,000(Increase)
      decrease in current assets:Receivables
                    
                    
                    13,388
                    
                    
                    
                    (484,558
                    )Other
      current assets and deposits
                    
                    
                    (5,691
                    )
                    
                    
                    55,068Increase
      (decrease) in current liabilities:Accounts
      payable
                    
                    
                    323,358
                    
                    
                    
                    207,535Accrued
      expenses and other liabilities
                    
                    
                    434,905
                    
                    
                    
                    291,420Deferred
      revenues
                    
                    
                    (282,017
                    )
                    
                    
                    207,703Net
      cash used in operating activities
                    
                    
                    (830,547
                    )
                    
                    
                    (2,773,184
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of property & equipment
                    
                    
                    -
                    
                    
                    
                    (53,583
                    )Cash
      received from disposal of marketable securities-net
                    
                    
                    456,146
                    
                    
                    
                    1,164,119Net
      cash provided by investing activities
                    
                    
                    456,146
                    
                    
                    
                    1,110,537CASH
      FLOWS FROM FINANCING ACTIVITIES:Payment
      of note payable to officer
                    
                    
                    -
                    
                    
                    
                    (7,500
                    )Cash
      received from loan from third party
                    
                    
                    -
                    
                    
                    
                    88,000Proceeds
      from sale of common stock
                    
                    
                    302,464
                    
                    
                    
                    1,446,812Net
      cash provided by financing activities
                    
                    
                    302,464
                    
                    
                    
                    1,527,312NET
      DECREASE IN CASH & CASH EQUIVALENTS
                    
                    
                    (71,937
                    )
                    
                    
                    (135,335
                    )CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                    
                    
                    73,312
                    
                    
                    
                    172,013CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                    
                    $
                    1,375
                    
                    
                    $
                    36,678


SUPPLEMENTAL
      DISCLOSURE OF NON-CASH FINANCING ACTIVITY:Issuance
      of common stock for settlement of debt
                      
                      $
                      139,998
                      
                      
                      $
                      -




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




5




CLICKER
INC.


(Formerly
Financial Media Group, Inc.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)




NOTE 1NATURE OF BUSINESS AND BASIS
OF PRESENTATION





Clicker
Inc. (the “Company,” "We," or "Clicker"), a corporation incorporated in the
State of Nevada, is a web publisher brand builder focused on developing stand
alone brands that incorporate social networking and reward properties that
leverage content, commerce and advertising for the next generation global
internet users. 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 is between
entities under the common control, the issuance of the promissory notes to the
majority shareholder has been 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 is 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 is 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.




6





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. The website offers free membership and provides social
networking applications including messaging, blogs, message boards, video and
audio uploads, and personal profile pages. In addition, members of MyWallSt can
participate in the “Rookie Challenge,” a proprietary virtual stock trading
simulator that allows members to compete against each other for a weekly cash
prize. Members can also communicate with another, rate individual stocks, post
comments on individual stocks, and compile their own Watch list of stocks, which
can be viewed and commented on by other members of the online community. Unlike
other social network services including MySpace and Face Book, MyWallSt members
have one interest in common: they want to become better investors. MyWallSt also
provides a venue for investors to interact with public company executives, many
of whom have active profiles on the website.





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.





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





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





NOTE 2SUMMARY 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, 2008 were filed on December 12, 2008
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 nine
months period ended May 31, 2009 are not necessarily indicative of the results
that may be expected for the year ended August 31, 2009.





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.




7





Cash
and Cash Equivalents





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





Accounts
Receivable





The
Company maintains reserves for potential credit losses on accounts receivable.
Management reviews the composition of accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit worthiness,
current economic trends and changes in customer payment patterns to evaluate the
adequacy of these reserves. Reserves are recorded primarily on a specific
identification basis. Allowance for doubtful debts amounted to $201,872 as of
May 31, 2009 and August 31, 2008.





Marketable
Securities





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





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





Property
and Equipment





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





Revenue
Recognition Policy





The
Company’s 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, newsletters and editorials, small
cap companies’ conferences and seminars, e-mail mailings and forums, media and
advertising. These services are provided by the Company’s 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. The Company adheres to the
guidelines established under Staff Accounting Bulletin 104 whereby, the Company
executes a contractual agreement with the client for a fixed fee to perform
services, delivery of services has occurred when the Company performed the
contracted services, and collectability of the fees has occurred when the
Company receives cash and/or marketable securities in satisfaction for services
provided.





The
Company provides 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 the Company’s
subsidiary Financial Filings Corp. Revenues are recognized and recorded when the
performances of such services are completed. The Company adheres to the
guidelines established under Staff Accounting Bulletin 104 whereby, the Company
executes a contractual agreement with the client for a fixed fee to perform
services, delivery of services has occurred when the Company completed the
performed the contracted services, and collectability of the fees has occurred
when the Company receives cash and/or marketable securities in satisfaction of
services provided.




8





The
Company provides a broad range of information on investing techniques and
education tools to investors through workshops and exhibits. The Company’s
subsidiary Wealth Expo provides revenue streams for the Company 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. The Company adheres to the
guidelines established under Staff Accounting Bulletin 104 whereby, the Company
executes a contractual agreement with the client for a fixed fee to perform
services, delivery of services has occurred when the Company completed the
performed the contracted services, and collectability of the fees has occurred
when the Company receives cash and/or marketable securities in satisfaction of
services provided.





The
Company records revenues on the basis of services provided to its clients for a
fixed determinable fee pursuant to a contractual agreement. In lieu of providing
services, the Company receives from its clients’ cash and/or securities, as
compensation for providing such services. Payments received in advance of
services provided, are recorded as deferred revenue.





Fair
Value of Financial Instruments





Statement
of financial accounting standard No. 107, 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, Disclosures about segments of an
enterprise and related information (SFAS No. 131), 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 defines operating segments as components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performances.





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




9





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





Recent
Accounting Pronouncements





In May
2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
Principles”. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. The Company does not believe this pronouncement will impact its
financial statements.





On May 9,
2008, the FASB issued FASB Staff Position No. APB 14-1 ("FSP APB 14-1"),
"Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement)."  FSP APB 14-1
clarifies that convertible debt instruments that may be settled in cash upon
conversion (including partial cash settlement) are not addressed by paragraph 12
of APB Opinion No. 14, ”Accounting for Convertible Debt and Debt Issued
with Stock Purchase Warrants." Additionally, FSP APB 14-1 specifies that issuers
of such instruments should separately account for the liability and equity
components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. FSP
APB14-1 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. The
Company is currently evaluating the impact that FSP APB 14-1 will have on its
consolidated results of operations or consolidated financial
position.




10





In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and
APB 28-1”). FSP FAS 107-1 and APB 28-1 require companies to disclose in
interim financial statements the fair value of financial instruments within the
scope of FASB Statement No. 107, Disclosures about Fair Value of Financial
Instruments. However, companies are not required to provide in interim periods
the disclosures about the concentration of credit risk of all financial
instruments that are currently required in annual financial statements. The
fair-value information disclosed in the footnotes must be presented together
with the related carrying amount, making it clear whether the fair value and
carrying amount represent assets or liabilities and how the carrying amount
relates to what is reported in the balance sheet. FSP FAS 107-1 and APB
28-1 also requires that companies disclose the method or methods and significant
assumptions used to estimate the fair value of financial instruments and a
discussion of changes, if any, in the method or methods and significant
assumptions during the period. The FSP shall be applied prospectively and is
effective for interim and annual periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. An entity
early adopting FSP FAS 107-1 and APB 28-1 must also early adopt FSP
FAS 157-4 as well as FSP FAS 115-2 and FAS 124-2. The Company
will adopt the disclosure requirements of this pronouncement for the quarter
ended August 31, 2009, in conjunction with the adoption of FSP FAS 157-4,
FSP FAS 115-2 and FAS 124-2.





In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" (“SFAS 165”). SFAS 165
sets forth the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS 165 will be effective for interim or
annual period ending after June 15, 2009 and will be applied prospectively. The
Company will adopt the requirements of this pronouncement for the quarter ended
August 31, 2009. The Company does not anticipate the adoption of SFAS 165 will
have an impact on its consolidated results of operations or consolidated
financial position.





Reclassifications





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





NOTE 3MARKETABLE
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.




11





Marketable
securities classified as available for sale consisted of the following as of May
31, 2009 (Unaudited):




Equity
      Securities Name and Symbol
                              
                              No.
      of Shares
                                Held
      at May
                                31,
      2009
                              
                              
                              Cost
                              
                              
                              Market
                                Value
      at
                                May
      31,
                                2009
                              
                              
                              Accumulated
                                Unrealized
                                Loss
                              
                              
                              Accumulated
                                Unrealized
                                Gain
                              
                              Traded
      on Pink
                                Sheets
      (PK) or
                                Bulletin
      Board
                                (BB)CEO
      America, Inc. (CEOA)
                              
                              
                              1,000,000
                              
                              
                              $
                              9,000
                              
                              
                              $
                              15,000
                              
                              
                              $
                              -
                              
                              
                              $
                              6,000
                              
                              PKExousia
      Advanced Material (EXOU)
                              
                              
                              200,000
                              
                              
                              
                              92,000
                              
                              
                              
                              101,800
                              
                              
                              
                              -
                              
                              
                              
                              9,800
                              
                              OBFIMA,
      Inc (FIMA)
                              
                              
                              357,000
                              
                              
                              
                              14,994
                              
                              
                              
                              10,710
                              
                              
                              
                              (4,284
                              )
                              
                              
                              -
                              
                              PKGENCO
      Corp (GNCC)
                              
                              
                              294,118
                              
                              
                              
                              17,647
                              
                              
                              
                              14,706
                              
                              
                              
                              (2,941
                              )
                              
                              
                              -
                              
                              PKGeneThera
      Inc (GTHR)
                              
                              
                              261,000
                              
                              
                              
                              14,355
                              
                              
                              
                              14,355
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              PKIfinix
      Corp (INIX)
                              
                              
                              30,000,000
                              
                              
                              
                              12,000
                              
                              
                              
                              12,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              PKIngen
      Technologies, Inc. (IGNT)
                              
                              
                              15,000,000
                              
                              
                              
                              30,000
                              
                              
                              
                              28,500
                              
                              
                              
                              (1,500
                              )
                              
                              
                              -
                              
                              PKOneScreen
      Inc. (OSCN)
                              
                              
                              14,705
                              
                              
                              
                              44,116
                              
                              
                              
                              44,116
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              PKRaven
      Moon Entertainment, Inc. (RVENE)
                              
                              
                              2,500,624,843
                              
                              
                              
                              250,000
                              
                              
                              
                              250,062
                              
                              
                              
                              -
                              
                              
                              
                              62
                              
                              PKSunrise
      Consulting Group (SNRS)
                              
                              
                              515,000,000
                              
                              
                              
                              51,500
                              
                              
                              
                              51,500
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              PKVOIP
      PAL.com, Inc. (VPLM)
                              
                              
                              2,500,000
                              
                              
                              
                              15,000
                              
                              
                              
                              25,000
                              
                              
                              
                              -
                              
                              
                              
                              10,000
                              
                              PKOthers
      - Less than $10,000 Cost
                              
                              
                              
                              
                              
                              
                              24,419
                              
                              
                              
                              43,127
                              
                              
                              
                              (3,000
                              )
                              
                              
                              30,960Total
                              
                              
                              
                              
                              
                              $
                              569,031
                              
                              
                              $
                              610,876
                              
                              
                              $
                              (11,725
                              )
                              
                              $
                              56,822




Marketable
securities classified as available for sale consisted of the following as of
August 31, 2008:




Equity
      Securities Name and Symbol
                                      
                                      Number
      of shares
                                        Held
      at August
                                        31,
      2008
                                      
                                      
                                      Cost
                                      
                                      
                                      Market
                                        Value
      at
                                        August
      31,
                                        2008
                                      
                                      
                                      Accumulated
                                        Unrealized
                                        Gain
                                      
                                      
                                      Accumulated
                                        Unrealized
                                        Loss
                                      
                                      Traded
      on Pink
                                        Sheets
      (PK) or
                                        Bulletin
      Board
                                        (BB)Axial
      Vector Engine Corp. (AXVC)
                                      
                                      
                                      410,958
                                      
                                      
                                      $
                                      127,397
                                      
                                      
                                      $
                                      127,397
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      PKBio-Clean
      International, Inc. (BCLE)
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      4,000
                                      
                                      
                                      
                                      4,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      PKCanAm
      Uranium Corp (CAUI)
                                      
                                      
                                      1,180,000
                                      
                                      
                                      
                                      11,800
                                      
                                      
                                      
                                      8,850
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (2,950
                                      )
                                      BBChina
      YouTV Corp
                                      
                                      
                                      1,400,000
                                      
                                      
                                      
                                      42,000
                                      
                                      
                                      
                                      42,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      BBExousia
      Advanced mat (EXOU)
                                      
                                      
                                      401,538
                                      
                                      
                                      
                                      261,000
                                      
                                      
                                      
                                      244,938
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (16,062
                                      )
                                      BBFIMA,
      Inc (FIMA)
                                      
                                      
                                      357,000
                                      
                                      
                                      
                                      14,994
                                      
                                      
                                      
                                      14,994
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      PKGENCO
      Corp (GNCC)
                                      
                                      
                                      294,118
                                      
                                      
                                      
                                      17,647
                                      
                                      
                                      
                                      38,235
                                      
                                      
                                      
                                      20,588
                                      
                                      
                                      
                                      -
                                      
                                      PKGlobal
      8 Technologies, Inc. (GBLE)
                                      
                                      
                                      331,180
                                      
                                      
                                      
                                      131,860
                                      
                                      
                                      
                                      69,548
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (62,313
                                      )
                                      PKIfinix
      Corp. (INIX)
                                      
                                      
                                      34,500,000
                                      
                                      
                                      
                                      315,000
                                      
                                      
                                      
                                      483,000
                                      
                                      
                                      
                                      168,000
                                      
                                      
                                      
                                      -
                                      
                                      PKInternational
      Food Products Group, Inc. (IFDG)
                                      
                                      
                                      4,000,000
                                      
                                      
                                      
                                      22,000
                                      
                                      
                                      
                                      22,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      PKNexplore
      Corp. (NXPC)
                                      
                                      
                                      200,000
                                      
                                      
                                      
                                      108,000
                                      
                                      
                                      
                                      108,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      PKNutriPure
      Beverages, Inc. (NUBV)
                                      
                                      
                                      250,033,333
                                      
                                      
                                      
                                      10,000
                                      
                                      
                                      
                                      25,003
                                      
                                      
                                      
                                      15,003
                                      
                                      
                                      
                                      -
                                      
                                      PKPRG
      Group, Inc. (PRGJ)
                                      
                                      
                                      454,000
                                      
                                      
                                      
                                      13,620
                                      
                                      
                                      
                                      13,620
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      PKPSM
      Holdings, Inc. (PSMH)
                                      
                                      
                                      157,895
                                      
                                      
                                      
                                      142,106
                                      
                                      
                                      
                                      86,842
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (55,263
                                      )
                                      PKRaven
      Moon Entertainment (RAEM)
                                      
                                      
                                      2,500,624,843
                                      
                                      
                                      
                                      250,000
                                      
                                      
                                      
                                      250,062
                                      
                                      
                                      
                                      62
                                      
                                      
                                      
                                      -
                                      
                                      BBSebastian
      River Holdings, Inc. (SBRH)
                                      
                                      
                                      75,000
                                      
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      67,500
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (32,500
                                      )
                                      PKSignature
      Devices, Inc. (SDVI)
                                      
                                      
                                      3,880,000
                                      
                                      
                                      
                                      39,352
                                      
                                      
                                      
                                      69,840
                                      
                                      
                                      
                                      30,488
                                      
                                      
                                      
                                      -
                                      
                                      PKSunrise
      Consulting Group (SNRS)
                                      
                                      
                                      1,015,000,000
                                      
                                      
                                      
                                      101,500
                                      
                                      
                                      
                                      101,500
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      PKVidShadow
      Inc. (VSHD)
                                      
                                      
                                      147,052
                                      
                                      
                                      
                                      132,800
                                      
                                      
                                      
                                      169,110
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      36,310
                                      
                                      PKVOIP
      PAL.com, Inc. (VPLM)
                                      
                                      
                                      2,500,000
                                      
                                      
                                      
                                      15,000
                                      
                                      
                                      
                                      25,000
                                      
                                      
                                      
                                      10,000
                                      
                                      
                                      
                                      -
                                      
                                      PKWayPoint
      Biomedical Holdings, Inc. (WYPH)
                                      
                                      
                                      715,000
                                      
                                      
                                      
                                      10,725
                                      
                                      
                                      
                                      7,150
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (3,575
                                      )
                                      PKXTend
      Medical Corp. (XMDC)
                                      
                                      
                                      12,375,000
                                      
                                      
                                      
                                      7,425
                                      
                                      
                                      
                                      7,425
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      PKOthers
      - Less than $10,000 cost
                                      
                                      
                                      59,469,863
                                      
                                      
                                      
                                      47,219
                                      
                                      
                                      
                                      230,336
                                      
                                      
                                      
                                      180,572
                                      
                                      
                                      
                                      (9,232
                                      )$
                                      1,926,946
                                      
                                      
                                      
                                      2,217,852
                                      
                                      
                                      $
                                      424,714
                                      
                                      
                                      $
                                      (145,585
                                      )





As of May
31, 2009, the Company evaluated its marketable securities holdings by valuing
the securities according to the quoted price of the securities on the stock
exchange.




12





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 $230,606 and
$1,320,395 for the three months and nine month periods ended May 31, 2009
compared to $697,266 and $3,028,716 for the same periods in 2008.





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





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





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 the three months and nine months
periods ended May 31, 2009 and recorded a realized loss of $172,392 and $610,895
compared to a realized loss of $95,411 and $421,056 during the same periods
ended May 31, 2008, respectively.




NOTE 4PROPERTY AND
EQUIPMENT





Property
and equipment consist of the following:




May
      31,
                      2009
                    
                    
                    August
      31,
                      2008Office
      and computer equipment
                    
                    $
                    191,653
                    
                    
                    $
                    191,652Less
      accumulated depreciation:
                    
                    
                    (154,493
                    )
                    
                    
                    (109,086
                    )$
                    37,160
                    
                    
                    $
                    82,566





Depreciation
expense for the three months and nine months periods ended May 31, 2009 was
$15,135 and $45,406 compared to $15,024 and $38,938 for the same periods ended
May 31, 2008, respectively.





NOTE 5OTHER
ASSETS





Other
assets consist of the following:




May
      31,
                        2009
                      
                      
                      August
      31,
                        2008Other
      Current Assets:Employee
      advances
                      
                      $
                      5,800
                      
                      
                      $
                      -Advances
      to third parties
                      
                      
                      30,000
                      
                      
                      
                      1,550Prepaid
      expenses
                      
                      
                      2,203
                      
                      
                      
                      243Total
      Other Current Assets
                      
                      $
                      38,003
                      
                      
                      $
                      1,793Other
      Assets:Rent
      deposit
                      
                      $
                      4,152
                      
                      
                      $
                      34,671Total
      Other Assets
                      
                      $
                      4,152
                      
                      
                      $
                      34,671





13




NOTE 6DEFERRED
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 $50,800 and $424,832 in deferred revenues
at May 31, 2009 and at August 31, 2008, respectively, which will be recognized
over the next 12 months.





NOTE 7ACCRUED
EXPENSES





Accrued
expenses consist of the following:




May
      31,
                    2009
                  
                  
                  August
      31,
                    2008Accrued
      legal &consulting fees
                  
                  $
                  145,246
                  
                  
                  $
                  98,649Accrued
      interest
                  
                  
                  33,000
                  
                  
                  
                  36,457Accrued
      salaries and payroll taxes
                  
                  
                  510,775
                  
                  
                  
                  376,038Advances
      from third parties
                  
                  
                  68,700
                  
                  
                  
                  295,495$
                  757,721
                  
                  
                  $
                  806,639





NOTE 8DUE TO RELATED
PARTIES





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





May
      31,
                    2009
                  
                  
                  August
      31,
                    2008Accrued
      officer’s compensation
                  
                  $
                  886,032
                  
                  
                  $
                  539,974Accrued
      consulting fees
                  
                  
                  30,149
                  
                  
                  
                  32,382Accrued
      interest
                  
                  
                  248,373
                  
                  
                  
                  248,373$
                  1,164,554
                  
                  
                  $
                  820,729





The
Company recorded an expense of $92,188 and $276,564 for the three months and
nine months periods ended May 31, 2009 and 2008, respectively, for compensation
and benefits provided to the Chief Executive Officer of the Company. Due to
related parties are due on demand and interest free.





NOTE 9NOTE
PAYABLE





In August
2004, the Company executed a promissory note of $100,000 from a third party,
unsecured, interest at 9% per annum and due on demand. On January 23, 2009, the
Company agreed to convert the promissory note of $100,000 and accrued interest
of $39,998 by issuance of 10,639,998 shares of common stock valued at $139,998
as payment in full and final settlement of the promissory note including
interest.





On July
20, 2008, the Company executed a promissory note of $550,000 to a third party,
unsecured, non-interest bearing and due January 20, 2009. The promissory note
required an annual interest rate of 18% if not paid on due date. The Company is
in default in payment of the promissory note and recorded an interest expense of
$33,000 in the accompanying financial statements for the three months periods
period ended May 31, 2009. The promissory note originated as a result of
conversion of consulting expenses payable to a third party into a promissory
note.




On March
1, 2009, the Company executed a promissory note of $140,000 to a third party,
unsecured, non-interest bearing and due onSeptember 1,
2009.




14


NOTE 10EQUITY
TRANSACTIONS





Common
Stock





Through a
private placement on January 25, 2006 and after the acquisition of WallStreet,
the Company sold 8 units to eight accredited investors for cash consideration of
$120,000. Each unit sold consists of 15,000 common shares, a redeemable Class C
Warrant (the “Class C Warrant”), a redeemable Class D Warrant (the “Class D
Warrant”), and a redeemable Class E Warrant (the “Class E Warrant”) of Financial
Media Group, Inc. Each Class C Warrant entitles the registered holder thereof to
purchase, at any time until the first anniversary of the date of the purchase,
15,000 shares of Common Stock at an exercise price of $1.50 per share, subject
to adjustment. Each Class D Warrant entitles the registered holder thereof to
purchase, at any time until the second anniversary of the date of the purchase,
15,000 shares of Common Stock at an exercise price of $2.25 per share, subject
to adjustment. Each Class E Warrant entitles the registered holder thereof to
purchase, at any time until the third anniversary of the date of the purchase,
15,000 shares of Common Stock at an exercise price of $3.75 per share, subject
to adjustment. The Class C Warrants, the Class D Warrants and the Class E
Warrants (collectively, the “Warrants”) are redeemable by the Company, at a
redemption price of $0.05 per share, upon at least 30 days prior written notice.
Commencing 12 months from the date of the private placement or upon an effective
Registration Statement, whichever is earlier, at the price of $0.05 per Warrant,
upon not less than 30 days notice to the holders of the Warrants called for
redemption, provided that the average closing bid price of the Common Stock
exceeds $2.50 for Class C Warrants, $4.50 for the Class D Warrants and $7.50 for
the Class E Warrants for 20 trading days. The holders of the Warrants called for
redemption shall have exercise rights until the close of business on the date
fixed for redemption. Class C Warrants expired on January 25, 2007, Class D
Warrants expired on January 25, 2008, and Class E Warrants expired on January
25, 2009, respectively.





On June
28, 2007, the Company entered into a Stock Purchase Agreement with an investor
for private placement of shares under Regulation S as promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
During the nine months ended May 31, 2009, the Company sold 335,533 shares of
common stock to the investors and received cash proceeds of $42,464. As of May
31, 2009, the Company has sold 15,483,322 shares of its common stock under
Regulation S to the investors and received cash proceeds of $1,466,228 which
amounted to approximately 34% of the total proceeds from such sale of its
shares. These shares were sold at a price equal to the previous day's last bid
price as traded on the Over the Counter Bulletin Board.





On June
12, 2008, the Company initiated a Private Placement Memorandum offering to sell
250 units for a total cash consideration of $5,000,000. Each Unit consisted of
40,000 shares of Common Stock, par value $0.001 per share and 40,000 Class A
Common Stock Purchase Warrants, 40,000 Class B Common Stock Purchase Warrants
and 40,000 Class C Common Stock Purchase Warrants. The offering entitles the
registered investor redeemable Class A Warrants, redeemable Class B Warrants and
redeemable Class C Warrants to purchase, at any time until the 9-month, 12-month
and 18-month anniversary of the date of purchase of shares, at an exercise price
of $0.75, $1.50 and $3.00, respectively, subject to adjustment. The Class A,
Class B and Class C Warrants (collectively, the “Warrants”) are redeemable by
the Company, at a redemption price of $0.05 per share, upon at least 30 days’
prior written notice, commencing on the effective date of a registration
statement registering the common stock underlying the Warrants (the “Warrant
Shares”) for resale or 12 months after the date of issuance of the Warrant,
whichever is earlier, if the market price per share of the common stock for any
five consecutive trading days prior to a notice of redemption shall exceed $1.50
per share for Class A Warrants, $3.00 per share for the Class B Warrants and
$5.00 per share for Class C Warrants. During the Nine months ended May 31, 2009,
the Company sold 13 units to investors for a cash consideration of $260,000. As
of May 31, 2009, the Company sold 44 units to investors and raised $880,000
pursuant to the June 12, 2008 Private Placement. Pursuant to the terms of
financing, the 44 units sold consisted of an aggregate of 1,760,000 shares of
common stock and 5,280,000 warrants exercisable into 5,280,000 shares of common
stock. The fair market value of 1,760,000 Class A warrants, 1,760,000 Class B
warrants and 1,760,000 Class C warrants was $643,568, $541,990 and $544,238
respectively, calculated using the Black-Scholes option pricing model using the
assumptions of risk free interest rate of 3.5%, volatility of 160%, term ranging
from nine months to 18 months, and dividend yield of 0%.




During
the nine months ended May 31, 2009, the Company issued 673,249 shares to
consultants valued at $42,485 in full settlement of their services, 10,639,998
shares to a third party in settlement of a promissory note and accrued interest
valued at $139,998, 71,500 shares to an employee valued at $25,000 in full
settlement of his services, and 2,268,058 shares to directors valued at $68,333
for their services. The shares were valued at their fair value on the date of
issuance.




15


Outstanding
Warrants:





Following
is a summary of the various classes of warrants outstanding at May 31,
2009:




Description
                                  of
      Warrants
                                
                                Exercise
                                  Price
                                
                                Expiration
                                  Date
                                
                                Warrants
                                  Outstandingat
                                  August
      31, 2008
                                
                                
                                Warrants
                                  Issued
      During
                                  the
      Period
                                
                                
                                Warrants
                                  Exercised
      During
                                  the
      Period
                                
                                
                                Warrants
                                  Expired
      During
                                  the
      Period
                                
                                
                                Warrants
                                  Outstanding
      at
                                  May
      31, 2009Class
      E
                                
                                $
                                3.75
                                
                                1/25/2009
                                
                                
                                165,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (165,000
                                )
                                
                                
                                -Class
      A2
                                
                                $
                                3.50
                                
                                9/1/1008
                                
                                
                                244,667
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (244,667
                                )
                                
                                
                                -Class
      A
                                
                                $
                                0.75
                                
                                3/16/2009
      to 7/28/2009
                                
                                
                                -
                                
                                
                                
                                1,760,000
                                
                                
                                
                                -
                                
                                
                                
                                (1,240,000
                                )
                                
                                
                                520,000Class
      B
                                
                                $
                                1.50
                                
                                6/16/2009
      to 10/28/2009
                                
                                
                                -
                                
                                
                                
                                1,760,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,760,000Class
      C
                                
                                $
                                3.00
                                
                                12/16/2009
      to 4/28/2010
                                
                                
                                -
                                
                                
                                
                                1,760,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,760,000409,667
                                
                                
                                
                                5,280,000
                                
                                
                                
                                -
                                
                                
                                
                                (1,649,667
                                )
                                
                                
                                4,040,000





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





Number
                          of
      Warrants
                        
                        
                        Weighted
                          Average
                          Exercise
      Price
                        
                        
                        Aggregate
                          IntrinsicValueOutstanding
      - August 31, 2008
                        
                        
                        409,667
                        
                        
                        $
                        3.60
                        
                        
                        
                        -Issued
      during the period
                        
                        
                        5,280,000
                        
                        
                        
                        1.75
                        
                        
                        
                        -Expired
                        
                        
                        (1,649,667
                        )
                        
                        
                        1.46
                        
                        
                        
                        -Exercised
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Outstanding
      - May 31, 2009
                        
                        
                        4,040,000
                        
                        
                        $
                        2.06
                        
                        
                        
                        -




Following
is the summary of the status of warrants outstanding at May 31,
2009:





Rangeof
                  Exercise
                  Prices
                
                Total
                  Warrants
                  Outstanding
                
                Weighted
                  Average
                  Remaining
                  Life
                  (Years)
                
                Weighted
                  Average
                  Exercise
                  Price
                
                Warrants
                  Exercisable
                
                Weighted
                  average
      Exercise
                  Price
      of
                  Exercisable
                  Warrants$0.75
      - $3.00
                
                4,040,000
                
                0.40
                
                $2.06
                
                4,040,000
                
                $2.06


16
 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.





The
number and weighted average exercise prices of options granted by the Company at
May 31, 2009 are as follows:





Options
                      Outstanding
                    
                    
                    Weighted
                      Average
                      Exercise
      Price
                    
                    
                    Aggregate
                      Intrinsic
      ValueOutstanding
      - August 31, 2008
                    
                    
                    2,235,000
                    
                    
                    $
                    0.17
                    
                    
                    $
                    -Granted
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Expired/forfeited
                    
                    
                    (1,735,000
                    )
                    
                    
                    (0.13
                    )
                    
                    
                    -Outstanding
      – May 31, 2009
                    
                    
                    500,000
                    
                    
                    $
                    0.30
                    
                    
                    $
                    -





Following
is a summary of the status of stock options outstanding at May 31,
2009:





Range
      of
                                    Exercise
                                    Prices
                                  
                                  Total
                                    Options
                                    Outstanding
                                  
                                  Weighted
                                    Average
                                    Remaining
                                    Life
      (Years)
                                  
                                  Total
                                    Weighted
                                    Average
                                    Exercise
      Price
                                  
                                  Options
                                    Exercisable
                                  
                                  Weighted
                                    Average
                                    ExercisePrice$0.30
                                  
                                  500,000
                                  
                                  8.56
                                  
                                  $0.30
                                  
                                  240,694
                                  
                                  $0.30500,000
                                  
                                  8.56
                                  
                                  $0.30
                                  
                                  240,694
                                  
                                  $0.30




The
Company issued 2,235,000 options to officers and consultants at the exercise
prices ranging from $0.10 to $0.30 with the fair value of the options valued at
$370,091 calculated using the Black-Scholes option pricing model using the
assumptions of risk free interest rate of 3.50%, volatility of 148%, ten (10)
years term, and dividend yield of 0%.





The stock
option expense for the three months and nine months periods ended May 31, 2009
was $13,152 and $80,678 compared to $42,588 and $0 for the same periods in 2008,
respectively.




17


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





On July
2, 2008, the Company adopted the 2008 Non-Qualified Plan and the Board of
Directors approved the reservation of 2,000,000 shares of the Company’s
authorized but unissued common stock for issuance under the plan. As of May 31,
2009, 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 May 31, 2009 are as follows:




Options
                      Outstanding
                    
                    
                    Weighted
                      Average
                      Exercise
      Price
                    
                    
                    Aggregate
                      Intrinsic
      ValueOutstanding
      - August 31, 2008
                    
                    
                    2,375,000
                    
                    
                    $
                    0.30
                    
                    
                    $
                    -Granted
                    
                    
                    5,534,000
                    
                    
                    
                    0.07
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Expired/forfeited
                    
                    
                    (1,734,000
                    )
                    
                    
                    0.21
                    
                    
                    
                    -Outstanding
      – May 31, 2009
                    
                    
                    6,175,000
                    
                    
                    $
                    0.07
                    
                    
                    $
                    -





Following
is a summary of the status of stock Options outstanding at May 31,
2009:





Range
      of
                    Exercise
      Prices
                  
                  Total
                    Options
                    Outstanding
                  
                  Weighted
                    Average
                    Remaining
                    Life
      (Years)
                  
                  Total
                    Weighted
                    Average
                    Exercise
      Price
                  
                  Options
                    Exercisable
                  
                  Weighted
                    Average
                    Exercise
      Price$0.015
      - $0.30
                  
                  6,175,000
                  
                  7.89
                  
                  $0.07
                  
                  2,094,799
                  
                  $0.196,175,000
                  
                  7.89
                  
                  $0.07
                  
                  2,094,799
                  
                  $0.19




During
the Nine months period ended May 31, 2009, the Company granted 5,534,000 stock
options to employees to purchase common shares of the Company at an exercise
price of $0.015 per share with the fair value of the options valued at $371,464
calculated using the Black-Scholes option pricing model using the assumptions of
risk free interest rate of 3.75%, volatility of 264%, ten (10) years term, and
dividend yield of 0%.




The stock
option expense for the three months and nine months periods ended May 31, 2009
was $24,038 and $98,709 compared to $76,045 and $98,048 for the same periods in
2008, respectively.




18


NOTE 11BASIC 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), “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.





NOTE 12SUPPLEMENTAL 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 $5,005
for interest and $0 for income taxes during the nine months ended May 31, 2009.
The Company paid $2,100 for interest and $0 for income taxes during the nine
months ended May 31, 2008.





NOTE 13COMMITMENTS





Operating
Lease





The
Company leases its corporate office facilities in California from a third party
under an operating lease that terminates on May 31, 2010. Rent expense under the
operating lease for the three months and nine months ended May 31, 2009 was
$89,257 and $311,397 compared to $98,834 and $328,043 for the same periods in
2008, respectively. The Company has future minimum lease obligations as
follows:





Twelve
      months ending
                              May
      31,
                            
                            Amount2010
                            
                            $
                            238,692$
                            238,692





Employment
Agreement





On
January 26, 2007, the Company entered into an employment agreement with its
Chief Financial Officer for a three year period, to provide salary, bonuses, and
other fringe benefits. The Company recorded a compensation expense of $56,834
and $161,873 in general and administrative expenses for the three months and
nine months ended May 31, 2009 compared to $43,125 and $121,875 for the same
periods in 2008, respectively. The Company has future minimum salary commitments
as follows:





Twelve
      months ending
                        May
      31,
                      
                      Amount2010
                      
                      $
                      132,610$
                      132,610





19




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.





On
January 22, 2008, litigation claiming $20,250 from the Company was commenced for
providing space rental and management services. On September 10, 2008, a
judgment was entered against the Company in the amount of $14,371.87. The
Company has accrued the expense of $14,371.87 in the accompanying financial
statements as of May 31, 2009.





On March
27, 2008, a Stipulation of Settlement was entered between a third party vendor
and the Company for a sum of $16,800. A default judgment in the amount of
$17,794.85 was entered against the Company on October 16, 2008. The Company has
not paid the judgment as of May 31, 2009. The Company has accrued the expense of
$17,794.85 in the accompanying financial statements as of May 31,
2009.





On
September 30, 2008, a complaint for a breach of contract was filed against the
Company for failing to pay $42,000 in licensing fees for using the vendor’s
financial information and analytical tools relating to securities pursuant to an
agreement. On March 4, 2009, a judgment for $47,399.45 was awarded in favor of
the vendor, and the amount remains unpaid as of May 31, 2009. The Company has
accrued the expense of $47,399.45 in the accompanying financial statements as of
May 31, 2009





On June
20, 2008, a judgment of $19,290.95 was awarded in the favor of a former employee
for compensation of services of which the $9,290.95 remains unpaid. The Company
has accrued the expense of $9,290.95 in the accompanying financial statements as
of May 31, 2009.





On
February 18, 2009, litigation against the Company and its subsidiaries to pay
$74,194.60 for newswire services was filed by a third party vendor. The Company
is reviewing the allegations and plans to contest the claim. The Company has
accrued the expense of $74,194.60 in the accompanying financial statements as of
May 31, 2009.





NOTE 14GOING
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 $15,100,462 as of
May 31, 2009 and has incurred net loss of $2,563,925 for the nine months ended
May 31, 2009. In view of the matters described in the preceding paragraph,
recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to raise
additional capital, obtain financing and to succeed in its future operations.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.




Management
has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. Management devoted considerable effort
during the period ended May 31, 2009 towards (i) obtaining additional equity
financing, (ii) evaluation of its distribution and marketing methods, and (iii)
further streamlining and reducing costs.




20




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





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





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





Overview




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




WallStreet Direct, Inc.
(“WallStreet”), a financial media and advertising company provides
various financial Internet solutions, tools, content and services to individual
investors, media, corporate, and financial services companies. WallStreet also
provides Internet-based media and advertising services through its financial Web
site www.wallst.net. Advertising on WallSt.net consists of continuous or
rotating client profiles on various Web pages within WallSt.net. Delivery of
these profiles is based on a certain number of impressions on WallSt.net
depending on our client agreements. An impression is defined as a single
instance of an advertisement being displayed. Furthermore, WallStreet provides
E-mail services to its clients, which are mailings sent to a targeted list of
e-mail addresses, with delivery consisting solely of transmitting the mailing to
the e-mail targets. E-mail services may be purchased on a per-transmittal basis,
for which revenue is recorded when the transmittal occurs, or on a fixed-fee
basis in which the client receives access to a fixed number of transmittals
per-month. We record the revenue on the fixed-fee basis pro-rated over the term
of the client agreement.





We
established our Financial Filings Corp. subsidiary to leverage WallStreet
Direct, Inc.’s existing client base, by offering Edgarization services to small
and mid-sized public companies. Financial Filings is a provider of news wire and
compliance services to small and mid-sized publicly traded companies worldwide
including preparation of registration statements, electronic filings for SEC
documents (EDGAR), preparation of proxy materials, and news distribution in more
than 30 languages to media outlets in more than 135 countries.





In
January 2007, we acquired the trade name “The Wealth Expo” and formed a wholly
owned subsidiary The Wealth Expo Inc. on June 12, 2007. The Wealth Expo is
designed to provide a broad range of information on investing techniques, and
tools to investors through workshops and exhibits held throughout the United
States. Exhibitors at the Wealth Expo include public and private companies,
franchises, financial newsletter publishers, investor education providers, and
real estate companies. The Wealth Expo provides us several new revenue streams
through exhibition sales, speaking presentation sales, collateral material
sales, and advertising sales. Since its inception, The Wealth Expo has attracted
hundreds of exhibitors and thousands of attendees from around the
world.




21





WallStTV
was launched in May 2008 and offers free access to our original video
programming including the 3-Minute Press Show, Sweet Picks, the Analyst’s
Review, and WSNM. WSNM is also distributed through television via as a paid
advertisement on the Fox Business Network. More than 15 episodes of WSNM have
aired since March 2008. Our half-hour television program at Fox Business Network
is also syndicated on our Web properties, allowing visitors to watch the show on
the Web as well as on television. Revenue from the television program is derived
from the sale of interviews to paid clients, and the sale of segments of the
show where our clients’ press releases are summarized. We incur production costs
related to booking talent, renting studio time, and members of our production
crew.





Our
current operations also include operations of Forwant.com, a FREE online
classified Web site launched by us on February 20, 2009, that enables users to
search for a variety of items and specializes in the categories of Jobs,
Housing, For Sale, Personals and Services internationally. The property also has
paid premium component.





Results
of Operations





Our
consolidated results of operations for the three and nine months ended May 31,
2009 and 2008 include our wholly-owned subsidiaries WallStreet, Financial
Filings, Corp., My WallStreet, Inc., and The Wealth Expo Inc.





We
reported a net loss of $433,106 and $2,563,925 for the three and nine
months  ended May 31, 2009, respectively, compared to a net profit of
$235,276 and a net loss of $1,462,423 for the same periods ended May 31, 2008,
respectively. The increase in loss was principally attributable to the
significant reduction in sales due to current economic downturn and increase in
loss realized on sale of marketable securities in our portfolio, as more fully
explained in "Operating Expenses" below.





Revenues





Revenues
for the three and nine months ended May 31, 2009 were $118,918 and $1,195,510,
compared to $2,395,587 and $6,443,227 for the same periods in 2008,
respectively. Revenues decreased by $2,276,669 (95%) and $5,247,717 (81%) during
the three and nine months ended May 31, 2009 and 2008, respectively, due to
significant decrease in advertisements on our website from
the  current economic conditions and recent downturn in financial
markets, resulting in clients spending significantly less money on internet
advertising.





Operating
Expenses





Selling,
general, and administrative expenses (S,G&A) for the three and nine months
ended May 31, 2009 were $339,120 and $1,972,419, respectively, compared to
$1,349,943 and $4,344,213 for the same periods in 2008, respectively. S,G&A
expenses decreased by $1,010,823 (75%) and $2,371,794 (55%), respectively,
during the three and nine months ended May 31, 2009 as compared to the same
periods in 2008, primarily due to reduction in payroll costs, reduction in costs
due to closure of our office in New York City, reduction in overall
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 nine months ended May 31, 2009 were
$230,606 and $1,320,395, respectively, compared to $697,266 and $3,028,716 for
the same periods ended in 2008, respectively. 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 nine
months ended May 31, 2009.




22





Depreciation
expense for the three and nine months ended May 31, 2009 was $15,135 and
$45,406, respectively, compared to $15,024 and $38,938 for the same periods in
2008, respectively.





Interest
expense for the three and nine months ended May 31, 2009 was $33,000 and
$42,749, respectively, compared to $2,667 and $67,927 for the same periods in
2008, respectively. Interest expense increased by $30,333 for the three months
ended May 31, 2009 compared to the same period in 2008, and decreased by $25,178
for the nine months ended May 31, 2009 compared to the same period in 2008. The
increase in interest expense for the three months ended May 31, 2009 resulted as
we were charged the default interest rate of 18% per annum for not paying the
promissory note due on January 20, 2009. The decrease in interest expense for
the nine months ended May 31, 2009 resulted because we previously converted
$3,000,000 promissory notes due to an officer into 15,000,000 shares of common
stock and interest was charged on the $3,000,000 promissory notes for the nine
months ended May 31, 2008.





Realized
loss on sale of marketable securities for the three and nine months ended May
31, 2009 was $172,392 and $610,895, respectively, compared to $95,411 and
$421,056 for the same periods in 2008, respectively. We sold marketable
securities held in our possession and realized losses on their sale to fund our
operating costs. Unrealized gain at May 31, 2009 was $692,507 compared to
$525,008 for the same period in 2008. Unrealized gain resulted from the increase
in market value of the marketable securities held at May 31, 2009 and August 31,
2008, respectively.





Other
income for the three and nine months ended May 31, 2009 was $237,230 compared to
zero for the same periods in 2008, respectively. During the three months ended
May 31, 2009, we received marketable securities valued at $237,230 that were
previously impaired in the prior periods due to the significant decline in their
market value.





Liquidity
and Capital Resources





Cash and
cash equivalents were $1,355 at May 31, 2009 compared to $36,678 at May 31,
2008. As shown in the accompanying consolidated financial statements, we
recorded a loss of $2,563,925 for the nine months ended May 31, 2009 compared to
a loss of $1,462,423 for the same period in 2008. Our current liabilities
exceeded our current assets by $2,910,758 at May 31, 2009 and net cash used in
operating activities for the nine months ended May 31, 2009 was $830,547. 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.




23





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.





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





Operating
Activities





Net cash
used in operating activities for the nine months ended May 31, 2009 was $830,547
which resulted due to decrease in receivables of $13,388, increase in other
current assets and deposits of $5,691, increase in accounts payable of $323,358,
increase in accrued expenses and other liabilities of $294,907, and decrease in
deferred revenues of $282,017.





Investing
Activities





Net cash
provided by investing activities for the nine months ended May 31, 2009 was
$456,146 from sale of marketable securities.





Financing
Activities





Net cash
provided by financing activities for the nine months ended May 31, 2009 was
$302,464 from the sale of common stock.





As a
result of the above activities, we experienced a net decrease in cash of $71,937
for the nine months ended May 31, 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.




24





Application
of Critical Accounting Policies





Marketable
Securities and Impairments





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





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





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





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





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.




25





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





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





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





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





Stock-Based
Compensation





We
adopted SFAS No. 123 (Revised 2004), Share Based Payment(“SFAS
No. 123R”), 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
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for our fiscal year beginning
October 1, 2009. Management is currently evaluating the effect of this
pronouncement on financial statements.




26





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after our fiscal year beginning October 1, 2009. While
we have not yet evaluated this statement for the impact, if any, that SFAS No.
141(R) will have on our consolidated financial statements, we will be required
to expense costs related to any acquisitions after September 30,
2009.





FASB
Staff Position on FAS No.115-1 and FAS No. 124-1 (“the FSP”), “The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments,” was
issued in November 2005 and addresses the determination of when an investment is
considered impaired, whether the impairment on an investment is
other-than-temporary and how to measure an impairment loss. The FSP also
addresses accounting considerations subsequent to the recognition of
other-than-temporary impairments on a debt security, and requires certain
disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. The FSP replaces the impairment guidance on
Emerging Issues Task Force (EITF) Issue No. 03-1 with references to
existing authoritative literature concerning other-than-temporary
determinations. Under the FSP, losses arising from impairment deemed to be
other-than-temporary, must be recognized in earnings at an amount equal to the
entire difference between the securities cost and its fair value at the
financial statement date, without considering partial recoveries subsequent to
that date. The FSP also required that an investor recognize other-than-temporary
impairment losses when a decision to sell a security has been made and the
investor does not expect the fair value of the security to fully recover prior
to the expected time of sale. The FSP is effective for reporting periods
beginning after December 15, 2005. The adoption of this statement will not have
a material impact on our consolidated financial statements.





In March
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. FASB Statement
No. 161 achieves these improvements by requiring disclosure of the fair values
of derivative instruments and their gains and losses in a tabular format. It
also provides more information about an entity’s liquidity by requiring
disclosure of derivative features that are credit risk–related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important. Based on current conditions, we do not expect the adoption
of SFAS 161 to have a significant impact on our results of operations or
financial position.





In May of
2008, FSAB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
Principles”. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. We do not believe this pronouncement will impact our financial
statements.





In May of
2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60”. The scope of the
statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. We not believe this pronouncement will impact our financial
statements.




In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" (“SFAS 165”). SFAS 165
sets forth the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS 165 will be effective for interim or
annual period ending after June 15, 2009 and will be applied prospectively. The
Company will adopt the requirements of this pronouncement for the quarter ended
August 31, 2009. The Company does not anticipate the adoption of SFAS 165 will
have an impact on its consolidated results of operations or consolidated
financial position.




27


Item
3.Quantitative and Qualitative Disclosures about Market Risk





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





Item
4T. Controls and Procedures





(a)
Evaluation of disclosure controls and procedures.





Our
management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as
of May 31, 2009. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. In addition, the design of disclosure
controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their
costs.





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





(b) Changes in internal control over financial
reporting.





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




28


PART
II - OTHER INFORMATION





Item 1. Legal Proceedings





Renaissance
Hotel Management Company, LLC vs. Financial Media Group, Inc., Cook County
Court, Illinois, First Municipal District, Case No. 08M1104953





On
January 22, 2008, litigation claiming $20,250 from us was commenced under the
above-entitled action. On September 10, 2008, a judgment was entered against us
in the amount of $14,371.87 and said amount remains unpaid.




CBS
Outdoors, Inc. vs. Financial Media Group, Inc., New York City Civil Court Index
No. CV-003947-08/NY





On March
27, 2008, a Stipulation of Settlement was entered between CBS Outdoors and us
for a sum of $16,800. A default judgment in the amount of $17,794.85 was entered
against us on October 16, 2008. We have not paid the judgment.





Matthew
Turner vs. Financial Media Group, Inc., Superior Court of California, County of
Orange, Case No. 18-69884 KV





On June
20, 2008, a judgment of $19,290.95 was awarded by the Labor Commissioner,
Department of Industrial Relations, in favor of Plaintiff, of which $9,290.95
remains unpaid.





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 $47,399.45 was awarded in favor of Dow Jones, and said amount
remains unpaid.





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 18, 2009, PR Newswire filed litigation against us and our subsidiaries
to pay $74,194.60 for services provided by PR Newswire. We are disputing the
allegations and contesting the claims. Our counsel is currently in negotiations
with the plaintiff in settling the dispute.




Item
1A. Risk Factors





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





Item 2. Changes in Securities





During
the three months ended May 31, 2009, the Company issued 1,833,327 shares of
common stock valued at $15,000 to its directors for their services.





Item 3. Defaults Upon Senior
Securities





None.





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





None.





Item 5. Other Information





None.




Item 6. Exhibits




31.1
              
              Certification
      of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      amended31.2
              
              Certification
      of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      amended32.1
              
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002




29




SIGNATURES





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





CLICKER
      INC.Date:
      July 17, 2009
                            By:
                            /s/ ALBERT AIMERSAlbert
      Aimers
                              Chief
      Executive Officer






30