Clicker 10Q 2010 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended November 30, 2009

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

For the transitional period from ______ to ______

Commission File No. 0-32923

CLICKER INC.

(Exact name of registrant as specified in its charter)

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

18952 MacArthur Blvd, Suite 210, Irvine, CA 92612

(Address of principal executive office) (zip code)

(949) 486-3990

(Registrant’s telephone number, including area code)

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

Yes x No o

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

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

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

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

Yes o No x

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

CLICKER INC.

TABLE OF CONTENTS

Report on Form 10-Q

For the quarter ended November 30, 2009

	Page
PART I FINANCIAL INFORMATION

Item 1. Financial Statements	3

(Unaudited) Consolidated Balance Sheets at November 30, 2009 and August 31, 2009	3

Unaudited Consolidated Statements of Operations for the Three Month Periods ended November 30, 2009 and 2008	4

Unaudited Consolidated Statements of Cash Flows for the Three Month Periods ended November 30, 2009 and 2008	5

Notes to the unaudited Consolidated Financial Statements	6 – 21

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	22 – 29

Item 3. Quantitative and Qualitative Disclosures About Market Risk	30

Item 4T. Controls and Procedures	30

PART II OTHER INFORMATION

Item 1. Legal Proceedings	31

Item 1A. Fisk Factors	31

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3. Defaults upon Senior Securities	32

Item 4. Submission of Matters to Vote of Security Holders	32

Item 5. Other Information	32

Item 6. Exhibits	32

Signatures	33

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

CLICKERS INC. AND SUBSIDIARIES

(Formerly, Finanical Media Group)

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


ASSETS
	As of			As of
	November 30, 2009			August 31, 2009
CURRENT ASSETS:
Cash & cash equivalents	$	57,964		$	32,380
Accounts receivable, net		-			27,172
Marketable securities		911,014			280,566
Other current assets		4,187			4,152
Total current assets		973,165			344,270

PROPERTY & EQUIPMENT, net		29,008			37,128

Total assets	$	1,002,172		$	381,398

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	1,164,087		$	1,093,436
Accrued expenses		861,386			819,398
Deferred revenue		20,800			20,800
Derivative liability		341,005			116,752
Due to related parties		1,093,289			1,048,662
Note payable		710,000			760,000
Convertible note payble, net		112,352			13,043
Total current liabilities		4,302,919			3,872,091

Commitment & contingencies		-			-

STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 300,000,000 shares authorized,
99,649,082 and 84,687,548 shares issued and outstanding at
November 30, 2009 and August 31, 2009, respectively		99,649			84,687
Paid in capital		12,234,081			12,155,958
Prepaid consulting		(33,542	)		-
Unrealized gain on marketable securities		723,046			89,913
Accumulated deficit		(16,323,981	)		(15,821,251	)
Total stockholders' deficit		(3,300,747	)		(3,490,693	)

Total liabilities and stockholders' deficit	$	1,002,172		$	381,398

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

CLICKERS INC. AND SUBSIDIARIES

(Formerly, Financial Media Group)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



			For The Three Month Periods Ended
			November 30
			2009			2008

Net revenues			$	198,920		$	834,787

Operating expenses
	Selling, general & administrative			442,145			1,010,478
	Depreciation			8,120			15,135
	Impairments			52,684			629,245
		Total operating expenses		502,949			1,654,858

Loss from operations				(304,029	)		(820,071	)

Non-Operating Income (Expense):
	Interest expense			(100,612	)		(7,511	)
	Interest income			267			50
	Loss on sale of marketable securities			-			(218,238	)
	Change in derivative liability			(93,556	)		-
		Total non-operating expense		(193,901	)		(225,699	)

Loss before income taxes				(497,930	)		(1,045,770	)

Provision for income tax				4,800			4,800

Net loss				(502,730	)		(1,050,570	)

Other comprehensive gain (loss):
	Unrealized gain (loss) on marketable securities			633,133			(515,850	)
	Reclassification adjustment			-			203,575

Comprehensive gain (loss)			$	130,403		$	(1,362,845	)


Basic and diluted net loss per share			$	(0.01	)	$	(0.02	)

Weighted average shares of common stock outstanding
- Basic and Diluted				90,079,342			66,098,358

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

CLICKERS INC. AND SUBSIDIARIES

(Formerly, Finanical Media Group)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


		For The Three Month Periods Ended November 30
		2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(502,730	)	$	(1,050,570	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Bad debts			27,227			-
Depreciation and amortization			8,120			15,135
Revenues in form of marketable securities			(50,000	)		(762,332	)
Impairment of marketable securities			52,684			629,245
Loss on sale of marketable securities			-			218,238
Change in derivative liability			93,556			-
Issuance of options and warrants for services			39,728			74,152
Issuance of shares for services			1,458			84,397
(Increase) decrease in current assets:
	Receivables		-			(1,859	)
	Other current assets and deposits		(90	)		5,400
Increase (decrease) in current liabilities:
	Accounts payable		70,651			132,738
	Accrued expenses and other liabilities		164,978			126,466
	Deferred revenue		-			2,040
Net cash used in operating activities			(94,417	)		(526,951	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received from sale marketable securities			-			159,215
Net cash provided by investing activities			-			159,215

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from convertible note			120,000			-
Cash received from sale of common stock			-			299,418
Net cash provided by financing activities			120,000			299,418

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS						(68,318	)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE			32,380			73,312

CASH & CASH EQUIVALENTS, ENDING BALANCE			57,964		$	4,994

Supplemental disclosure for cash flow information:

Cash and cash equivalents paid for interest			-		$	-
Cash and cash equivalents paid for taxes			-		$	-

Supplemental disclosure of non-cash flow investing and financing activity:

Conversion of convertible note			18,357		$	-
Issaunce of shares for service			35,000		$	-

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

CLICKER INC.

(Formerly Financial Media Group, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 NATURE OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

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

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

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

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

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

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

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

Web Properties

Forwant.com

ForWant.com is a free classified advertisements site with millions of ads posted by users. The website allows users to post advertisements for and search a variety of specialized categories including, housing, merchandises, services, personal ads and employment listings in specialized communities in the United States and Canada, as well as other countries such as United Kingdom, India and Ireland. The website also has paid premium content and sections. The property has had approximately 700,000 visitors in the last 9 months and has available millions of listings throughout its network. The property is now incorporated under ForWant Inc and ready to begin operations as a standalone entity. Competitors for the property are Craigslist, kijiji (an eBay company), Hotjobs (yahoo), and Monster.

Cashclicker.com and C2we.com

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

Sippinit.com

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

ItsMyLocal.com

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

Sportsgulp.net

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

Wallst.net and Mywallst.net

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

Financial Filings Corp.

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

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

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

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis.

Allowance for doubtful debts amounted to $229,099 and $201,872 as of November 30, 2009 and August 31, 2009, respectively.

Marketable Securities

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

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

Property and Equipment

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

Revenue Recognition Policy

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

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

Fair Value of Financial Instruments

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

Concentration of Credit Risk

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

Reporting Segments

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

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

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

Stock-Based Compensation

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

Issuance of Shares for Services

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

Comprehensive Income

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

Recent Accounting Pronouncements

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

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

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

Reclassifications

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

NOTE 3 MARKETABLE SECURITIES

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

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

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

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


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

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

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

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

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

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

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

NOTE 4 PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Nov 30, 2009			August 31, 2009
Office and computer equipment	$	191,653		$	191,653

Less accumulated depreciation:		(162,645	)		(154,525	)
	$	29,008		$	37,128

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

NOTE 5 OTHER ASSETS

Other assets consist of the following:

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

NOTE 6 DEFERRED REVENUES

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

NOTE 7 ACCRUED EXPENSES

Accrued expenses consist of the following:

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

NOTE 8 DUE TO RELATED PARTIES

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

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

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

NOTE 9 NOTE PAYABLE

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

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

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

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

Notes payables consist of the following:

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

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

NOTE 10 CONVERTIBLE NOTE

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

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

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

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

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

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

NOTE 11 DERIVATIVE LIABILIY

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

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

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

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

·	volatility range of 249.58% to 296.14%;

·	dividend yield of 0%; and

·	an expected term of one year.

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

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

·	volatility of 254.02%;

·	dividend yield of 0%; and

·	an expected term of 10 to 11 months.

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

NOTE 12 EQUITY TRANSACTIONS

Common Stock

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

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

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

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

Outstanding Warrants:

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


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

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

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

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

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

Outstanding Stock Options:

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

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

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

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

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

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

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

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

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

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

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

NOTE 13 BASIC AND DILUTED NET LOSS PER SHARE

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

Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive for the three month periods ended November 30, 2009 and 2008, respectively.

NOTE 14 SUPPLEMENTAL DISCLOSURES OF CASH FLOWS

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

NOTE 15 COMMITMENTS

Operating Lease

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

Twelve months ending November 30,		Amount
2010		$	79,564

Contingencies

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

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

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

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

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

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

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

NOTE 16 GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. The Company had an accumulated deficit of $16,323,981 as of November 30, 2009 and has incurred net loss of $502,730 for the three months ended November 30, 2009. In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort during the period ended November 30, 2009 towards (i) obtaining additional equity financing, (ii) evaluation of its distribution and marketing methods, and (iii) further streamlining and reducing costs.

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

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

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

Overview

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

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

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

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

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

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

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

Web Properties

Forwant.com

Cashclicker.com and C2we.com

Sippinit.com

ItsMyLocal.com

Sportsgulp.net

Wallst.net and Mywallst.net

Financial Filings Corp.

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

Competition

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

Results of Operations

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

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

Revenues

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

Operating Expenses

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

Impairment of marketable securities for the three months ended November 30, 2009 were $52,684 compared to $629,245 for the same periods ended in 2008. We had significant reduction in impairment compared to last year due to lack of securities available for sale and a reduction in receipt of securities as payment. Impairment expense was recorded because the market value of the securities we received as compensation for services declined in excess of 50% of their market value. This reduction in our judgment appeared to be other than temporary reduction in the fair value of the marketable securities. Therefore, we took a conservative approach of recording the impairment expense. Furthermore, to safeguard us with impairments of marketable securities, we have revised our contractual terms on agreements with our clients which provides that, in the event during the term of the agreement, the share bid price of client securities decline by more than 10% of the share bid price on the date of execution of the agreement, the client agrees to issue additional shares of their common stock to us in order to make up the deficiency caused by the reduction in the value of their stock. Implementation of this policy further helped us reduce our impairment expense during the three ended November 30, 2009

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

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

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

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

Liquidity and Capital Resources

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

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

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

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

Whereas we have been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

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

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

Operating Activities

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

Investing Activities

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

Financing Activities

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

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

Application of Critical Accounting Policies

Marketable Securities and Impairments

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

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.

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

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

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

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

Stock-Based Compensation

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

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

Item 3.Quantitative and Qualitative Disclosures about Market Risk

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

Item 4T. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of November 30, 2009. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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

(b) Changes in internal control over financial reporting.

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

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

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

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

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

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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

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

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

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

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 amended

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

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

SIGNATURES

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

	CLICKER INC.

Date: January 19, 2010	By:	/s/ ALBERT AIMERS
		Albert Aimers Chief Executive Officer

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Clicker (CLKZ) Inactive 10-Q2010 Q1 Quarterly report

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