SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)

CLICKER INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.001 PER SHARE

(Title of Class of Securities)

18682T 20 3

 (CUSIP Number)

Junior Capital Inc.

Attn:  Albert Aimers

112 North Curry Street

Carson City, Nevada 89703

Tel: 714-328-5170

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 27, 2011

 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

______________

1           The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No.   18682T 20 3

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS    Junior Capital Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                              (a) x                                                                                                                                                              (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*                             AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Nevada

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER                                                                                                                                       0
EACH REPORTING	9	SOLE DISPOSITIVE POWER                                                                                                  0
PERSON WITH	10	SHARED DISPOSITIVE POWER                                                                                                                                          0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                                      ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                                                                                                                           0%
14	TYPE OF REPORTING PERSON*                                                                                                            CO

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CUSIP No.   18682T 20 3

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS    Albert Aimers
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                              (a) x                                                                                                                                                              (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*                             OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Canada

NUMBER OF SHARES	7	SOLE VOTING POWER                                                                                                                        0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER                                                                                                                                       0
EACH REPORTING	9	SOLE DISPOSITIVE POWER                                                                                                  0
PERSON WITH	10	SHARED DISPOSITIVE POWER                                                                                                                                          0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                                      ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                                                                                                                           0%
14	TYPE OF REPORTING PERSON*                                                                                                            IN

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Explanatory Note

The purpose of this Amendment No. 1 to Schedule 13D is to report the decrease in beneficial ownership by the reporting persons as a result of the sale of their shares pursuant to a stock purchase agreement dated April 27, 2011.

Item 1.  Security and Issuer.

This statement relates to the Common Stock, par value $.001 per share (the “Common Stock”), of CLICKER Inc., a Nevada Corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 1111 Kane Concourse, Suite 304, Bay Harbor Islands, Florida 33154.

Item 2. Identity and Background.

This Amendment No. 1 to Schedule 13D is being filed on behalf of Junior Capital Inc., a Nevada corporation with a business address of 112 North Curry Street, Carson City, Nevada 89703 (“Junior”) and Albert Aimers, an individual residing in California (“Aimers” and together with Junior, the “Reporting Persons”). Aimers is the majority shareholder and sole officer and director of Junior.  Aimers business address is 18952 MacArthur Blvd, Suite 210, Irvine, CA 92612. Aimers is a citizen of Canada.

During the last five years, Aimers has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On April 12, 2010, the Issuer issued 26,666,666 shares of its common stock to Junior, of which Aimers is the majority shareholder and sole officer and director, for the retirement of $800,000 in accrued debt and compensation owed by the Issuer to Aimers.

Item 4. Purpose of Transaction.

The purpose of this transaction is to transfer all of the shares of the Issuer held by the Reporting Persons, pursuant to a stock purchase agreement dated April 18, 2011, to Thalia Woods Management, Inc. in consideration of an aggregate of $35,800.

Item 5.  Interest in Securities of the Issuer.

As of April 27, 2011, Junior may be deemed to own zero shares or 0% of the Issuer’s Common Stock and Aimers may be deemed to own zero shares or 0% of the Issuer’s Common Stock. All percentages set forth in this Schedule 13D are calculated based on 79,816,403 shares of Common Stock outstanding as of April 27, 2011, as per the records of the transfer agent of the Issuer. Junior has not effectuated any other transactions involving the securities in the last 60 days.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

By virtue of the relationship among the Reporting Persons, the Reporting Persons may be deemed to be a “group” under the Federal securities laws. Other than the relationship between the Reporting Persons as described above under Item 2 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons and any other person with respect to any securities of the Issuer.

Item 7.  Material to be Filed as Exhibits.

Exhibit Number	Description
99.1	Joint Filing Agreement
99.2	Stock Purchase Agreement, dated April 27, 2011

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

May 9, 2011

JUNIOR CAPITAL INC.
By:	/s/ ALBERT AIMERS
	Name:  Albert Aimers
	Title: President
	/s/ ALBERT AIMERS
	Albert Aimers

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EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Junior Capital Inc. and Albert Aimers, in compliance with Rule 13d-1(k) of the Securities Exchange Act of 1934, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such person or entity, that each such person or entity is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such person or entity contained therein.

Date: May 9, 2011	Junior Capital Inc.
	/s/ Albert Aimers
	Name:	Albert Aimers
	Title:	President
	/s/ Albert Aimers
	Name:	Albert Aimers

EX-99.2

Exhibit 99.2

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (“Agreement”), dated as of April 27, 2011, is by and between Thalia Woods Management, Inc. ("PURCHASER"), and (a) Albert Aimers; (b) Junior Capital Inc.; and (c) AMC Capital Group Inc. ((a), (b) and (c) are hereinafter collectively referred to as “SELLER”) (collectively, the “PARTIES”).

W I T N E S S E T H

WHEREAS, SELLER is the owner of 28,250,239 shares of Common Stock, as set forth on Schedule A attached hereto of Clicker, Inc., a Nevada corporation (the “Company”).

WHEREAS, SELLER desires to transfer to PURCHASER certain of the shares of common stock of the Company (the "Shares") in consideration of $35,800, as further set forth in the escrow agreement in the form attached hereto as Exhibit 1 among PURCHASER, SELLER and Sichenzia Ross Friedman Ference LLP (the “Escrow Agreement”).

NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the PARTIES hereto as follows:

ARTICLE 1

SALE AND PURCHASE OF THE SHARES

1.1           Purchase and Sale of the Shares. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), SELLER agrees to sell the Shares to PURCHASER and PURCHASER agrees to purchase the Shares from SELLER, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.

1.2           Consideration for the Shares.  SELLER will transfer the Shares to PURCHASER in consideration of an aggregate of $35,800, of which $5,800 has been paid by PURCHASER to SELLER and $30,000 shall be paid upon closing pursuant to the terms of the Escrow Agreement. SELLER agrees that its receipt of such funds shall constitute payment in full for the Shares.

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ARTICLE 2

CLOSING

2.1           Time and Place of Closing.  The closing of the transactions contemplated by this Agreement (the "Closing") is taking place simultaneously with the execution of this Agreement and the Escrow Agreement, at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor, New York, New York 10006, at the date first set forth above (hereinafter the "Closing Date").

2.2           Delivery by SELLER.  At the Closing, SLLER shall deliver to PURCHASER, certificates representing the Shares and executed Stock Power(s) or other documents satisfactory to PURCHASER permitting transfer to PURCHASER of the Shares.

2.3           Delivery by PURCHASER.  At the Closing, PURCHASER shall deliver to the SELLER the sum of Thirty Thousand Dollars ($30,000).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

SELLER hereby represents and warrants to PURCHASER as follows:

3.1           Status of SELLER and Shares.  SELLER is the sole beneficial owner of the Shares, and owns the Shares, free and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances, security interests, obligations or other claims.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

PURCHASER hereby represents and warrants to SELLER as follows:

4.1           Investment Purposes.  PURCHASER is acquiring the Shares for his own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Shares, or any interest therein, for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of such Shares made in full compliance with all applicable provisions of the Securities Act of 1993 (the "Act") and the Securities Exchange Act of 1934 ("Exchange Act"), and the Rules and Regulations promulgated by the Securities and Exchange Commission thereunder, all as amended; and that such Shares must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.

4.2           Sophisticated Investor.  PURCHASER has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits and risks of purchasing such Shares and has had substantial experience in previous private and public purchases of securities.

4.3           Legend.  PURCHASER acknowledges that the certificates representing the Shares which will be issued shall contain a legend which provides as follows:

THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

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ARTICLE 5

MISCELLANEOUS

5.1           Further Assurances.  After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.

5.2           Entire Agreement.  This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof.  No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

5.3           Notices.  Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by facsimile, personal delivery, overnight delivery, or mailed by registered or certified mail, postage prepaid, with return receipt requested.  If notice is given by facsimile, personal delivery, or overnight delivery in accordance with the provisions of this Section, said notice shall be conclusively deemed given at the time of such delivery.  If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given seven days after deposit thereof in the United States mail.

5.4           Waiver and Amendment.  Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof.  The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same.  No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty.  No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all parties hereto.

5.5           Choice of Law.  This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

5.6           Jurisdiction.  The parties submit to the jurisdiction of the Courts of the County of New York, State of New York or a Federal Court empaneled in the State of New York for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

5.7           Counterparts.  This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

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5.8           Severability.  If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date first written hereinabove.

SELLER
JUNIOR CAPITAL, INC.		AMC CAPITAL GROUP INC.
By:	/s/ Albert Aimers	By:	/s/ Albert Aimers
Name:	Albert Aimers	Name:	Albert Aimers
Title:		Title:
ALBERT AIMERS
	/s/ Albert Aimers
PURCHASER
THALIA WOODS MANAGEMENT, INC.
By:	/s/ Michael Brodsky
	Michael Brodsky
	President

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SCHEDULE A

Name of Seller	Certificate Number	Number of Shares
Albert Aimers	50021	1,484,125 (4,948 post-split shares)
Junior Capital Inc.	50093	25,000,000
Junior Capital Inc.	50094	1,666,666
AMC Capital Group Inc.	ZQ00000078	14,450,000 (48,167 post-split shares)
AMC Capital Group Inc.	FMG 0219	14,638,750 (48,796 post-split shares)
AMC Capital Group Inc.	118	(14 post-split shares)
AMC Capital Group Inc.	123	(39 post-split shares)
AMC Capital Group Inc.	138	(394 post-split shares)
AMC Capital Group Inc.	50001	(2,038 post-split shares)
TOTAL		28,250,239

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