CLICKER INC. - FORM 10-Q - April 23, 2012

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - CLICKER INC.	ex311.htm
EX-32.1 - EXHIBIT 32.1 - CLICKER INC.	ex321.htm
EX-31.2 - EXHIBIT 31.2 - CLICKER INC.	ex312.htm
EXCEL - IDEA: XBRL DOCUMENT - CLICKER INC.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended February 29, 2012

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

For the transitional period from ______ to ______

Commission File No. 0-32923

CLICKER INC.

(Exact name of registrant as specified in its charter)

Nevada		26-4835457
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification Number)

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

(Address of principal executive office) (zip code)

(786) 309-5190

(Registrant’s telephone number, including area code)

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

Yes x 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 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 April 19, 2012, there were 487,000 shares of registrant’s common stock issued and outstanding.

CLICKER INC.

TABLE OF CONTENTS

Report on Form 10-Q

For the quarter ended February 29, 2012

	Page
PART I FINANCIAL INFORMATION

Item 1. Financial Statements	3

Unaudited Consolidated Balance Sheets at February 29, 2012 and August 31, 2011	3

Unaudited Consolidated Statements of Operations for the Three and Six Month Periods ended February 29, 2012 and February 28, 2011	4

Unaudited Consolidated Statements of Cash Flows for the Six Month Periods ended February 29, 2012 and February 28, 2011	5

Notes to the Unaudited Consolidated Financial Statements	6 – 10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11– 20

Item 3. Quantitative and Qualitative Disclosures About Market Risk	20

Item 4. Controls and Procedures	21

PART II OTHER INFORMATION

Item 1. Legal Proceedings	22

Item 1A. Fisk Factors	22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22 – 23

Item 3. Defaults upon Senior Securities	23

Item 4. Mine Safety Disclosures	23

Item 5. Other Information	23

Item 6. Exhibits	23

Signatures	24

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

CLICKER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF FEBRUARY 29, 2012 AND AUGUST 31, 2011

(Unaudited)

	FEBRUARY 29, 2012			AUGUST 31, 2011
Assets
Current Assets
Cash & cash equivalents	$	63,957		$	303
Accounts receivable, net		230			230
Total current assets		64,187			533

Property and equipment, net of accumulated depreciation of $467 and $0,
respectively		7,935			-

Total assets	$	72,122		$	533

Liabilities and Stockholders' Deficit

Current Liabilities
Accounts payable	$	1,449,535		$	1,367,479
Accrued expenses		1,004,109			981,195
Derivative liability		5,504,419			2,183,694
Due to related parties		22,683			22,683
Note payable		30,366			55,641
Convertible note payble, net		829,010			596,370
Total current liabilities		8,840,122			5,207,062

Redeemable preferred stock, Series B; par value $.001 per share; 100 shares
authorized, 100 and no shares issued and outstanding, respectively		10,000			-

Stockholders' Deficit
Preferred stock, undesignated, par value $.001 per share; 4,999,900 shares authorized,
no shares issued and outstanding
Common stock, $0.001 par value, 500,000,000 shares authorized,
467,000 and 381,251 shares issued and outstanding at
February 29, 2012 and August 31, 2011, respectively		467			381
Paid in capital		22,227,283			22,180,163
Shares to be issued		27,400			15,400
Accumulated deficit		(31,033,150	)		(27,402,473	)
Total stockholders' deficit		(8,778,000	)		(5,206,529	)

Total liabilities and stockholders' deficit	$	72,122		$	533

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

CLICKER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTH PERIODS ENDED FEBRUARY 29, 2012 AND FEBRUARY 28, 2011

(Unaudited)

	THREE MONTHS ENDED						SIX MONTHS ENDED
	February 29,			February 28,			February 29,			February 28,
	2012			2011			2012			2011

Net revenues	$	125		$	16,843		$	366		$	41,048

Operating expenses
Selling, general & administrative		107,617			296,761			221,156			1,346,439
Depreciation		467			2,159			467			7,191
Total operating expenses		108,084			298,920			221,623			1,353,630

Loss from operations		(107,959	)		(282,077	)		(221,257	)		(1,312,582	)

Non-operating income (expense):
Interest expense		(448,472	)		(259,047	)		(776,830	)		(435,152	)
Change in derivative liability		(723,812	)		167,776			(2,648,265	)		(72,494	)
Gain (loss) on debt redemption		(3,239	)		48,341			20,475			30,844
Total non-operating income (expense)		(1,175,523	)		(42,930	)		(3,404,620	)		(476,802	)

Loss before income taxes		(1,283,482	)		(325,007	)		(3,625,877	)		(1,789,384	)

Provision for income tax		-			-			4,800			4,800

Net loss		(1,283,482	)		(325,007	)		(3,630,677	)		(1,794,184	)

Other comprehensive gain (loss):
Unrealized gain (loss) on marketable securities		-			122,497			-			105,679
Comprehensive loss	$	(1,283,482	)	$	(202,510	)	$	(3,630,677	)	$	(1,688,505	)

Basic and diluted net loss per share	$	(2.75	)	$	(1.55	)	$	(8.08	)	$	(8.75	)

Basic and diluted weighted average shares of common stock outstanding*		467,000			209,120			449,615			205,053

* 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.

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

CLICKER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTH PERIODS ENDED FEBRUARY 29, 2012 AND FEBRUARY 28, 2011

(Unaudited)

	2012			2011
Cash flows from operating activities:
Net loss	$	(3,630,677	)	$	(1,794,184	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation and amortization		467			7,191
Change in derivative liability		2,648,265			72,494
(Gain) loss on debt redemption		(20,475	)		(30,844	)
Issuance of options and warrants for services		-			717,880
Shares issued for services		-			76,643
Finance cost		10,000			-
Amortization of debt discount		679,443			-
Change in assets and liabilities:
Receivables		-			(10,272	)
Loan and other current assets		-			91,670
Accounts payable		82,056			9,980
Accrued expenses and other liabilities		28,252			501,526
Net cash used in operating activities		(202,669	)		(357,916	)

Cash flows from investing activities:
Cash paid for automobile		(8,402	)		-

Cash flows from financing activities:
Cash payments on notes		(25,275	)		-
Cash proceeds from convertible note		300,000			223,000
Cash received from sale of common stock		-			95,500
Net cash provided by financing activities		274,725			318,500

Net increase (decrease) in cash & cash equivalents		63,654			(39,416	)

Cash & cash equivalents, beginning balance		303			44,700

Cash & cash equivalents, ending balance	$	63,957		$	5,284

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 investing and financing activity:
Face value of notes and interest converted to common stock	$	16,737		$	567,440
Fair value of common stock issued or to be issued upon conversion of notes	$	59,206		$	-
Derivative liability of convertible notes at date of issue	$	344,889		$	-
Derivative liability charged off upon conversion of notes	$	60,379		$	-
Unamortized discount charged off upon conversion of notes	$	1,573		$	-
Preferred stock issued as payment of finance cost	$	10,000		$	-
Issuance of shares for accrued fees and services	$	-		$	69,351

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

CLICKER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 NATURE OF BUSINESS

Clicker Inc. (the “Company,” "We," or "Clicker"), a corporation incorporated in the State of Nevada, is a web publisher brand builder focused on developing stand-alone brands that incorporate social networking and reward properties that leverage content, commerce and advertising for the next generation of global internet users.

NOTE 2 ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial information included herein has been prepared by the Company. In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of February 29, 2012 and its results of operations and its cash flows for the periods presented. The consolidated balance sheet at August 31, 2011 has been derived from the Annual Report on Form 10-K for the fiscal year ended August 31, 2011. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2011. Operating results for the interim periods presented are not necessarily indicative of the results that may be experienced for the fiscal year ending August 31, 2012.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and 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

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, and sales returns, and recoverability of long-term assets. Actual results could differ from our estimates.

Basic and Diluted Net Loss Per Share

Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive. There were 9,469,378 common share equivalents at February 29, 2012 and 249,058 at February 28, 2011. These potential shares of common stock have been excluded from the computation of diluted net loss per share for the three and six month periods ended February 29, 2012 and February 28, 2011, respectively as their effect is anti-dilutive.

Recent Accounting Pronouncements

In December 2011, the FASB issued guidance on offsetting (netting) assets and liabilities. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The new guidance is effective for annual periods beginning after January 1, 2013.

In September 2011, the FASB issued guidance on testing goodwill for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment test is not required. The new guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted.

In June 2011, the FASB issued guidance on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The new guidance is effective for annual periods beginning after December 15, 2011. In December 2011, the FASB issued a deferral of certain portion of this guidance.

In May 2011, the FASB issued guidance to amend the accounting and disclosure requirements on fair value measurements. The new guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the new guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. The new guidance is effective for annual periods beginning after December 15, 2011.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial statements.

NOTE 3 GOING CONCERN

The accompanying unaudited condensed consolidated 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 has an accumulated deficit of $31,033,150 as of February 29, 2012 and has incurred a net loss of $3,630,677 for the six months ended February 29, 2012. In addition, The Company’s current liabilities exceed its current assets by $8,775,935 at February 29, 2012. 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 has devoted considerable effort towards (i) obtaining additional equity financing, (ii) evaluation of its marketing methods and (iii) further streamlining and reducing costs.

Management is considering the best ways to maximize the value of the Company’s intellectual assets (which include our website properties) and revive revenue, including a number of options ranging from the sale of certain intellectual assets to investing further capital to build out and take the Company’s potentially productive intellectual assets to market. Management is also contemplating further business development efforts that would result in new website properties that would be incremental to what the Company already has in its existing portfolio. Since the management change management has expended a good deal of effort in managing corporate liabilities and interacting with note holders, many of whose notes have gone into default. Management is also continuing its efforts to raise additional capital for ongoing operations and business development. To that end, the Company raised $300,000 in September 2011 through the sale of a convertible debenture and management is currently determining the optimal ways to deploy that capital to maximize its value to the business.

NOTE 4 FAIR VALUE MEASUREMENTS

The table below summarizes the fair values of the Company’s financial liabilities:

	Fair Value at		Fair Value Measurement Using
	February 29, 2012		Level 1		Level 2		Level 3

Conversion feature derivative liability	$	5,504,419	$	—	$	—	$	5,504,419

	$	5,504,419	$	—	$	—	$	5,504,419

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (warrant derivative liability) for the six month periods ended February 29, 2012 and February 28, 2011.

	2012			2011
Balance at beginning of period	$	2,183,694		$	364,327
Additions to derivative instruments		732,839			673,391
Change in fair value of warrant liability		2,648,265			(408,046	)
Conversion of debentures		(60,379	)		(48,341	)
Balance at end of period	$	5,504,419		$	581,331

These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.

NOTE 5 ACCRUED EXPENSES

Accrued expenses consisted of the following:

	February 29, 2012		August 31, 2011
Accrued consulting fees	$	49,331	$	49,331
Accrued interest		249,743		167,692
Accrued salaries and payroll taxes		597,849		572,818
Professional fees and others		107,186		191,354
	$	1,004,109	$	981,195

NOTE 6 NOTE PAYABLE

During the six months ended February 29, 2012 the Company repaid three promissory notes in the aggregate amount of $25,275.

NOTE 7 CONVERTIBLE NOTES PAYABLE

The Company has issued multiple secured convertible notes (the “Secured Convertible Notes” or the “Notes”) to related and unrelated parties (the “Holders.” The Secured Convertible Notes have various maturity dates ranging from 9 to 12 months and have annual interest rates ranging from of 0% to 10% per annum. The Holders have the right from and after the Date of Issuance, and until any time until the Secured Convertible Notes are fully paid, to convert any outstanding and unpaid principal portion of the Secured Convertible Notes, and accrued interest, into fully paid and non-assessable shares of Common Stock with an ownership limit of 4.99%. The Secured Convertible Notes have a variable conversion price and full reset feature. The percentage of market conversion rates range from 20% to 50% of the average closing trading or bid price of the Company’s common stock on consecutive trading days immediately preceding the date of conversion, which in the terms of the note agreements range from 3 days to 10 days. The Holders were not issued warrants with the Secured Convertible Notes. In the event of default for the Notes, the amount of principal and interest not paid when due bear interest at the rate of 18% per annum and the notes become immediately due and payable. Should that occur, the Company is liable to pay 105% of the then outstanding principal and interest.

The Company has recorded the embedded conversion features in the Secured Convertible Notes as derivative liabilities due to the full reset provisions and the variable conversion rates.

On September 21, 2011, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Flyback, LLC, an accredited investor (the “Investor”), providing for the sale by the Company to the Investor of a 10% convertible debenture in the principal amount of $300,000 (the “Debenture”). The Debenture matures on March 20, 2013 (the “Maturity Date”) and bears interest at the annual rate of 10%. The Company is not required to make any payments until the Maturity Date although the Company has the ability to repay the Debenture at any time without penalty upon five days prior written notice to the Investor.

During the six months ended February 29, 2012 an aggregate of $15,538 of principal and $1,200 of interest was converted into 104,063 shares of common stock (of which 20,000 shares were issued in March 2012).

The Company has valued the derivative liability for secured convertible notes using the Black – Sholes model as of February 29, 2012 and effective as of March 1, 2011. Prior to March 1, 2011 the Company used a probability weighted discounted cash flow model.

As of February 29, 2012 the fair value of the conversion features subject to derivative accounting was $5,504,419. The value of the conversion features as of February 29, 2012 was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rates of 0.17%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock range from 354% - 378%; and (4) expected life of the conversion features range from 1.0 - 1.08 years.

NOTE 8 EQUITY TRANSACTIONS

On January 9, 2012, the Board of Directors of the Company approved a resolution, subject to shareholder approval, to amend its Articles of Incorporation, as amended, to (1) effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $.001 per share (the "Common Stock") at the ratio of 300-for-1 (the “Reverse Stock Split”), and (2) increase the number of authorized shares of Common Stock of the Company from 300,000,000 shares to 500,000,000 shares (the “Authorized Capital Change” and collectively with the Reverse Stock Split, the “Corporate Actions”). On January 10, 2012, a majority of the voting capital stock of the Company took action in lieu of a special meeting of Stockholders and approved the Corporate Actions.

Preferred Stock

On January 9, 2012, the Company adopted a Certificate of Determination of the Powers, Designations, Preferences and Rights, establishing a Series of Preferred Stock of the Company, consisting of 100 shares designed as Series B Preferred Stock (the “Series B Preferred Stock”). Each share of Series B Preferred Stock has a liquidation preference of $0.01 and does not accrue any dividends. Each share of Series B Preferred Stock may be redeemed by the Company at a price of $100.00 per share at any time after six months from the date of issuance, so long as the Company’s Articles of Incorporation have been amended to increase the authorized number of shares of common stock. Each share of Series B Preferred Stock shall be automatically redeemed by the Company at a price of $100.00 per share on the first anniversary of the date of issuance. Each share of Series B Preferred Stock shall entitle the holder thereof to cast such number of votes equal to 0.45% of the total number of votes entitled to be cast at a meeting of shareholders. As a result, the 100 shares of Series B Preferred Stock are entitled to cast 45% of the number of votes entitled to be cast at a meeting of shareholders.

On January 9, 2012, the Company entered into a waiver and modification agreement with Greystone, Lotus, IIG, Assurance and Flyback (collectively, the “Waiving Parties”), pursuant to which the Waiving Parties agreed to waive any defaults or breaches currently existing by the Company for failure to have enough shares of authorized but unissued common stock available for issuance upon conversion of convertible debentures held by the Waiving Parties and to waive any such defaults or breaches in the future so long as such Waiving Party held shares of Series B Preferred Stock. In exchange for the Waiving Parties entering into the waiver agreement, the Company agreed to issue the Waiving Parties an aggregate of 100 shares of Series B Preferred Stock.

The company has recorded a charge of $10,000 in the financial statements, related to the preferred stock issued as payment for the waiver agreement. Since the preferred stock is redeemable on the first anniversary of the issuance, the Company has recorded the value of the preferred stock outside of permanent equity.

Common Stock

During the six months ended February 29, 2012, an aggregate of $15,538 of principal and $1,200 of interest was converted into 104,063 shares of common stock (of which 20,000 shares were issued in March 2012). The value of the shares issued in March 2012, aggregating $12,000, has been recorded as shares to be issued in the accompanying financial statements.

From September 2010 to February 2011 the Company issued 14,724 shares of common stock at conversion prices from $3.00 to $141.00 per share for redemption of $471,855 note payable and convertible notes payable.

During the six months ended February 28, 2011, the Company received total of $95,500 from consultants upon exercise of their stock options, The Company issued 704 shares against $80,100 received and recorded the remaining amount of $15,400 as shares to be issued in the accompanying financial statements.

During the same period the Company issued 11,067 shares of common stock, valued at $69,351, to consultants in exchange for their services.

NOTE 9 INCOME TAXES

Our effective tax rates were approximately 0.0% for the six months ended February 29, 2012 and February 28, 2011. Our effective tax rate was lower than the U.S. federal statutory rate primarily due to the fact that we record a full valuation allowance against our deferred tax assets, which is primarily comprised of net operating losses.

NOTE 10 COMMITMENTS AND CONTINGENCIES

Operating Lease

The Company occupies its premises under operating leases on a monthly basis. Rent expense under the operating leases for the three month periods ended February 29, 2012 and February 28, 2011 was $1,070 and $11,663, respectively. Rent expense under the operating leases for the six month periods ended February 29, 2012 and February 28, 2011 was $1,643 and $23,326, respectively. The Company has no future lease obligations.

Contingencies

From time to time, the Company may be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination or breach of contract actions incidental to the normal operations of the business. Company is not currently involved in any litigation which it believes could have a material adverse effect on its financial position or results of operations.

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

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.

The developments of these internet websites have four main stages of development:

Stage One :

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

Stage Two :

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

Stage Three :

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

Stage Four :

Full operation stage and the property should now have gone through a couple stages of beta with the model being established, and ready to leave the “beta” stage, to go on to be scaled accordingly.

OUR WEB PROPERTIES

Forwant.com

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

Cashclicker.com and C2we.com

Cashclicker.com is an e-reward site that will reward registered users on everyday consumption of content, commerce and search. C2we.com is the social network site that is affiliated with Cashclicker.com. Management is currently evaluating the strategy and viability of this property and no further development of this site is planned at this time.

Sippinit.com

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

ItsMyLocal.com

ItsMyLocal.com is a reward property incorporates local search and rewards with local peer to peer social networking and rewards. The strategic plan for the brand is to provide a social network and rewards to local search whereby users of local participating patrons can receive coupons from their local vendors. Plans call for these patrons to become members and rate the established while offering coupons or special offers to their friends within the network. Management is currently evaluating the strategy and viability of this property and no further development of this site is planned at this time.

Sportsgulp.net

Sportsgulp.net is a social networking website and gossip channel for sports enthusiasts. The website was launched in 2011. We are currently in beta and evolving the social media capabilities of this property. Plans call for the property to pull conventional sports feeds while allowing users a more interactive social networking component whereby the sports community could be more interactive with each other by incorporating social networking tools.

Wallst.net and Mywallst.net

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

Dahoodbuzz.com

We acquired dahoodbuzz.com in 2011, which is a news consumption property, and advertising platform. This aggregates hip hop and urban news from the web. The site is advertising based, and we are currently evolving the social media and capabilities of this property.

Financial Filings Corp.

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

Telecom and related services reselling

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

Plan of Operations

As a result of the change in management in March 2011, we are evaluating the strategic direction of the company and exploring additional possible acquisitions and long-term growth opportunities. Due to this change in the direction of the company, we have experienced a decrease in revenue and recorded assets. We are considering the best ways to maximize the value of our intellectual assets (which include our website properties) and revive revenue, including a number of options ranging from the sale of certain intellectual assets to investing further capital to build out and take our potentially productive intellectual assets to market. Management is also contemplating further business development efforts that would result in new website properties that would be incremental to what we already have in our existing portfolio. The current focus of management is working with and coming to terms with potential acquisition targets, at the same time assessing the launch of initiatives within the pre-paid telecom space.

Results of Operations

Our consolidated results of operations for the three and six month periods ended February 29, 2012 and February 28, 2011 include our wholly-owned subsidiaries WallStreet, Financial Filings Corp., My WallStreet, Inc., and The Wealth Expo Inc.

Revenues

Revenues for the three and six month periods ended February 29, 2012 were $125 and $366 compared to $16,843 and $41,048 for the same periods in 2011, respectively. Revenues decreased since we have been unable, to date, to attract new clients for our business of web development and brand builder or generate material revenue to date from any new initiatives.

Operating Expenses

Selling, general, and administrative expenses for the three and six months ended February 29, 2012 were $107,617 and $221,156 compared to $296,761 and $1,346,439 for the same periods in 2011, respectively. Expenses decreased by $189,144 (64%) and $1,125,283 (84%) during the three and six months ended February 28, 2012 as compared to the same periods in 2011, respectively. The decrease for the three month period resulted primarily from decreases in compensation of approximately $76,000, consulting fees of approximately $94,000, rent expense of approximately $10,000 and travel and entertainment of approximately $12,000. The decrease for the six month period resulted primarily from decreases in compensation of approximately $870,000, consulting fees of approximately $194,000, rent expense of approximately $21,000 and travel and entertainment of approximately $32,000. The decreases reflect cost cutting measures implemented after the March 2011 change in management and the reassessment of the strategic direction of the company.

Depreciation expense for the three and six months ended February 29, 2012 was $467 and $467 compared to $2,159 and $7,191 for the same periods in 2011, respectively. The decreases resulted from assets becoming fully depreciated during the 2011 periods, partially offset by depreciation on an automobile acquired in the current period.

Interest expense for the three and six months ended February 29, 2012 was $448,472 and $776,830 compared to $259,047 and $435,152 for the same periods in 2011, respectively. The increases in interest expense resulted primarily from an increase in discounts attributable to the derivative conversion features of convertible notes issued.

We recorded expenses of $723,812 and $2,648,265 related to the change in value of derivative liabilities for the three and six months ended February 29, 2012 as compared to income of $167,776 and expense of 72,494 for the same periods in 2011, respectively. The increased derivative liability expense resulted from our issuance of convertible notes and the changes in the market price of our stock, conversion feature discounts and the fluctuations in market volatility.

We recorded a loss of $3,239 and income of $20,475 on debt redemptions for the three and six months ended February 29, 2012 compared to income of $48,341 and $30,844 for the same periods in 2011, respectively. The gain or loss on debt redemption resulted from the issuance of common shares in exchange for services or to pay off debt, based on the fair value of the shares issued as compared to the carrying value of the related debt. The closing price on the date of issuance is used to compute the actual fair market value of our common stock in determining the amount of the gain or loss.

Net Loss

We reported net losses of $1,283,482 and $3,630,677 for the three and six months ended February 29, 2012 compared to net losses of $325,007 and $1,794,184 for the same periods in 2011, respectively. We recorded an increase in net loss for the three and six months ended February 29, 2012 compared to the same periods in 2011 due to the factors described above.

Liquidity and Capital Resources

Cash and cash equivalents were $63,957 at February 29, 2012 compared to $303 at August 31, 2011. As shown in the accompanying unaudited condensed consolidated financial statements, we recorded a net loss of $3,630,677 for the six months ended February 29, 2012 compared to a loss of $1,794,184 for the same period in 2011. Our current liabilities exceeded our current assets by $8,775,935 at February 29, 2012 and net cash used in operating activities for the six months ended February 29, 2012 was $202,669. These factors and our ability to meet our debt obligations from current operations, and the need to raise additional capital to accomplish our objectives raise substantial doubt about our ability to continue as a going concern.

We expect significant capital expenditures during the next 12 months, contingent upon raising capital. These anticipated expenditures are for software development, assets additions, administrative overheads and working capital requirements. We do not have sufficient funds to conduct our operations for more than a month and we estimate that we will need an infusion of capital of approximately $1,000,000 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.

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

February 2010 Debt Conversion

On February 1, 2010, we entered into an exchange agreement with Greystone Capital Partners, Inc. (“Greystone”), pursuant to which Greystone exchanged a $491,400 promissory note for a $491,400 convertible debenture (the “Greystone Debenture”). The Greystone Debenture does not accrue interest and matured on February 1, 2011. Greystone has the right to convert all or a portion of the principal into shares of our common stock at a conversion price equal to forty percent (40%) of the average of the closing bid price of our common stock during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP. As of April 19, 2012, $58,469 of principal face value of the Greystone Debenture remains outstanding.

Greystone Private Placement

On July 2, 2010, we entered into two Securities Purchase Agreements with Greystone providing for the sale to Greystone of (i) a convertible debenture in the principal amount of $50,000 (the “First Debenture”) and (ii) a convertible debenture in the principal amount of $20,000 (the “Second Debenture”, and together with the First Debenture, the “Greystone Debentures”).

The Debentures mature on the first anniversary of the date of issuance (the “Maturity Date”) and bear interest at the annual rate of 10%. We are not required to make any payments on the Debentures until the Maturity Date.

Greystone may convert, at any time, the outstanding principal and accrued interest on the First Debenture into shares of Common Stock at a conversion price per share equal to the lesser of (i) forty percent (40%) of the lowest closing price of the Common Stock during the 10 trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP or (ii) forty percent (40%) of the closing price of the Common Stock on July 2, 2010.

Greystone may convert, at any time, the outstanding principal and accrued interest on the Second Debenture into Common Stock at a conversion price per share equal to the lesser of (i) thirty-five percent (35%) of the lowest closing price of the Common Stock during the 10 trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP or (ii) thirty-five percent (35%) of the closing price of the Common Stock on July 2, 2010. As of April 19, 2012, the entire principal face value of the Greystone Debentures remains outstanding.

Lotus Financing

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

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

Lotus may convert, at any time, the outstanding principal and accrued interest on the Lotus Debenture into shares of the Company’s Common Stock at a conversion price per share equal to the lesser of (i) forty percent (40%) of the lowest closing price of the Common Stock during the 10 trading days immediately preceding the conversion date as quoted by Bloomberg, LP or such other quotation service as mutually agreed to by the parties or (ii) $0.408.

Lotus has agreed to restrict its ability to convert the Lotus Debenture and receive shares of the Company’s Common Stock such that the number of shares of common stock held by Lotus in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock. As of April 19, 2012, $23,100 of principal face value of the Lotus Debenture remains outstanding.

July 2010 IIG Financing I

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

The IIG Debenture I matures on the first anniversary of the date of issuance and bears interest at the annual rate of 10%. IIG may convert, at any time, the outstanding principal and accrued interest on the IIG Debenture I into shares of our common stock at a conversion price per share equal to the lesser of (i) thirty-five percent (35%) of the lowest closing price of the Common Stock during the 10 trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP or such other quotation service as mutually agreed to by the parties or (ii) $0.3465. As of April 19, 2012, the entire principal face value of the IIG Debenture I remains outstanding.

Assurance Financing

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

The Assurance Debenture matures on the first anniversary of the date of issuance and bears interest at the annual rate of 10%. Assurance may convert, at any time, the outstanding principal and accrued interest on the Assurance Debenture into shares of our common stock at a conversion price per share equal to the lesser of (i) thirty five percent (35%) of the average of the closing bid price of our common stock during the five (5) trading days immediately preceding the conversion date as quoted by Bloomberg, LP or (ii) $0.0336. As of April 19, 2012, $41,108 of principal face value of the Assurance Debenture remains outstanding.

IIG Financing II

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

The Second IIG Debenture matures on the first anniversary of the date of issuance and bears interest at the annual rate of 10%. IIG may convert, at any time, the outstanding principal and accrued interest on the Second IIG Debenture into shares of our common stock at a conversion price per share equal to the lesser of (i) thirty-five percent (35%) of the lowest closing price of our common stock during the 10 trading days immediately preceding the conversion date as quoted by Bloomberg, LP or such other quotation service as mutually agreed to by the parties or (ii) $0.0175. As of April 19, 2012, the entire principal face value of the Second IIG Debenture remains outstanding.

Asher Financing II

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

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

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

Asher agreed to restrict its ability to convert the Asher II Debenture and receive shares of the Company’s Common Stock such that the number of shares of Common Stock held by Asher in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.

Subsequently, the Asher II Debenture was sold to IIG. As of April 19, 2012, the entire principal face value of the Asher II Debenture remains outstanding.

Greystone Financing

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

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

Greystone may convert, at any time, the outstanding principal and accrued interest on the Second Greystone Debenture into shares of Common Stock at a conversion price per share equal to the lesser of (i) thirty-five percent (35%) of the lowest closing price of the Common Stock during the 10 trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP or such other quotation service as mutually agreed to by the parties or (ii) $0.00875. As of April 19, 2012, the entire principal face value of the Second Greystone Debenture remains outstanding.

IIG Financing III

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

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

IIG may convert, at any time, the outstanding principal and accrued interest on the Third IIG Debenture into shares of the Company’s Common Stock at a conversion price per share equal to the lesser of (i) thirty-five percent (35%) of the lowest closing price of the Common Stock during the 10 trading days immediately preceding the conversion date as quoted by Bloomberg, LP or such other quotation service as mutually agreed to by the parties or (ii) $0.00525.

IIG has agreed to restrict its ability to convert the Third IIG Debenture and receive shares of the Company’s Common Stock such that the number of shares of common stock held by IIG in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock. As of April 19, 2012, the entire principal face value of the Third IIG Debenture remains outstanding.

Flyback Financing

On September 21, 2011, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Flyback, LLC, an accredited investor (“Flyback”), providing for the sale by the Company to the Investor of a 10% convertible debenture in the principal amount of $300,000 (the “Flyback Debenture”). The Flyback Debenture matures on March 20, 2013 (the “Maturity Date”) and bears interest at the annual rate of 10%. The Company is not required to make any payments until the Maturity Date although the Company has the ability to repay the Flyback Debenture at any time without penalty upon five days prior written notice to Flyback.

Flyback may convert, at any time, the outstanding principal and accrued interest on the Flyback Debenture into shares of the Company’s common stock (“Common Stock”) at a conversion price per share equal to fifty percent (50%) of the average of the closing prices of the Common Stock during the five trading days immediately preceding the date of conversion as quoted by Bloomberg, LP or such other quotation service as mutually agreed to by the parties. Flyback has agreed to restrict its ability to convert the Flyback Debenture and receive shares of Common Stock such that the number of shares of Common Stock held by Flyback in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock. As of April 19, 2012, the entire principal face value of the Flyback Debenture remains outstanding.

Operating Activities

Net cash used in operating activities for the six months ended February 29, 2012 was $202,669, which resulted primarily from a net loss of $3,630,677, which was offset by non-cash items for amortization of debt discount and finance cost of $689,443, change in fair value of derivative liability of convertible notes of $2,648,265 and depreciation of $467, such non-cash expenses partially offset by non-cash gain on conversion of debt of $20,475. We also had a net increase in accounts payable and accrued expenses of $110,308.

Net cash used in operating activities for the six months ended February 28, 2011 was $357,916, which resulted primarily from a net loss of $1,794,184, which was offset by issuance of options and common stock for services of $794,523, an increase in accrued expenses and other liabilities of $501,526 and changes in derivative liability of convertible notes of $72,494.

Investing Activities

Net cash used in investing activities for the six months ended February 29, 2012 was $8,402 for the purchase of an automobile. We had no investing expenditures for the six months ended February 28, 2011.

Financing Activities

Net cash provided by financing activities was $274,725 for the six months ended February 29, 2012. We received $300,000 in proceeds from the sale of a convertible note and repaid $25,275 of notes.

Net cash provided by financing activities was $318,500 for the six months ended February 28, 2011, of which $95,500 was from the sale of common stock and $223,000 from the sale of a convertible note.

As a result of the above activities, we experienced a net increase in cash of $63,654 during the six months ended February 29, 2012 compared to a decrease of $39,416 during the six months ended February 28, 2011. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or through the sale of convertible debentures.

Application of Critical Accounting Policies

Revenue Recognition

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

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

Stock-Based Compensation

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

Derivatives

Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

Recent Accounting Pronouncements

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

a) Evaluation of disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer and Interim 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 the end of the period covered by this Quarterly Report on Form 10-Q. 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 Interim Chief Financial Officer concluded that, as of February 29, 2012, 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 SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

Effective January 18, 2012, we hired Gregory Pippo as our interim Chief Financial Officer, replacing Lloyd Lapidus who was serving as both Chief Executive Officer and Chief Financial Officer. Other than the engagement of Mr. Pippo, there were no changes in our internal control over financial reporting that occurred during the quarter ended February 29, 2012 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.

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 an action to collect $41,966 in amounts due for services provided to Wall Street Direct. A judgment was entered against us in the amount of $41,966 and said amount remains unpaid.

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

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

Dow Jones & Company, Inc. DBA Dow Jones Marketwatch as successor in interest to Marketwatch, Inc. vs. Financial Media Group, Inc. Et. Al., Superior Court of California, County of Orange, Case No. 30-2208 00112726. On September 30, 2008, Dow Jones filed a complaint for a breach of contract against us for failing to pay $42,000 in licensing fees for using Marketwatch’s financial information and analytical tools relating to securities pursuant to the terms as required by the License and Service Agreement. On March 4, 2009, a judgment for $48,162.40 was awarded in favor of Dow Jones, and said amount remains unpaid. We plan to contest the judgment if a settlement is not reached as services were supplied to a subsidiary. On November 15, 2010, the Company agreed to settle judgment and paying $2,000 per month until the amount is paid in full. The Company is not current in these payments.

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

TPF Partners vs. Financial Media Group, Inc., Superior Court of California, County of Orange, Case No. 30-201000363315. On April 15, 2010, TPF filed a complaint for a unlawful retainer against us for unpaid rent, late charges and other amounts in the sum of $28,061.56, as of March 12, 2010. On June 25, 2010, a default judgment was awarded in favor of TPF Partners, and the judgment remains unpaid. The balance has been included in current liability on the accompanying consolidated financial statements.

Item 1A. Risk Factors

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

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

Waiving Party	Shares of Series B Preferred Stock

Greystone Capital Partners, Inc.		16.78
Lotus Funding Group, LLC		2.60
IIG Management LLC		44.61
Assurance Funding Solutions LLC		4.34
Flyback, LLC		31.67

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

31.01

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01

Certifications 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.

101 INS

XBRL Instance Document*

101 SCH

XBRL Schema Document*

101 CAL

XBRL Calculation Linkbase Document*

101 LAB

XBRL Labels Linkbase Document*

101 PRE

XBRL Presentation Linkbase Document*

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

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

	CLICKER INC.

Date: April 23, 2012	By:	/s/ LLOYD LAPIDUS
		Lloyd Lapidus
		Chief Executive Officer (Principal Executive Officer)


Date: April 23, 2012	By:	/s/ GREGORY PIPPO
		Gregory Pippo
		Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Attached files

CLICKER INC. Reports

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