form10k.htm

3.01	Certificate of Incorporation, filed as an exhibit to the Registration Statement on Form 10SB-12G, filed with the Securities Exchange Commission on June 25, 2001 and incorporated herein by reference.
3.02	Certificate of Amendment, filed with the Nevada Secretary of State on May 21, 2004, filed as an exhibit to the annual report on Form 10-K, filed with the Securities Exchange Commission on December 12, 2008 and incorporated herein by reference.
3.03	Certificate of Amendment, filed with the Nevada Secretary of State on November 30, 2004, filed as an exhibit to the annual report on Form 10-K, filed with the Securities Exchange Commission on December 12, 2008 and incorporated herein by reference.
3.04	Certificate of Amendment, filed with the Nevada Secretary of State on September 9, 2005, filed as an exhibit to the annual report on Form 10-K, filed with the Securities Exchange Commission on December 12, 2008 and incorporated herein by reference.
3.05	Bylaws, filed as an exhibit to the Registration Statement on Form 10SB-12G, filed with the Securities Exchange Commission on June 25, 2001 and incorporated herein by reference.
3.06	Plan and Agreement of Reorganization, filed as an exhibit to the Current Report on Form 8-K, filed with the Securities Exchange Commission on September 23, 2005 and incorporated herein by reference.
3.07	Amendments to Plan and Agreement of Reorganization, filed as an exhibit to the Current Report on Form 8-K, filed with the Securities Exchange Commission on January 12, 2006 and incorporated herein by reference.
10.01	Employment Agreement, dated as of December 14, 2009, by and between CLICKER Inc. and Albert Aimers, filed as an exhibit to the annual report on Form 10-K, filed with the Securities and Exchange Commission on December 21, 2009 and incorporated herein by reference.
10.02	2007 Nonqualified Stock Option Plan, filed as an exhibit to the Registration Statement on Form S-8, filed with the Securities Exchange Commission on January 19, 2007 and incorporated herein by reference.
10.03	2007 Equity Incentive Plan, filed as an exhibit to the Annual Report on Form 10-KSB, filed with the Securities Exchange Commission on December 7, 2007 and incorporated herein by reference.
10.04	2009 Nonqualified Stock Option Plan, filed as an exhibit to the annual report on Form 10-K, filed with the Securities Exchange Commission on December 12, 2008 and incorporated herein by reference.
10.05	Exchange Agreement, dated as of August 11, 2009, by and between CLICKER Inc. and Lotus Funding Group, LLC, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on August 17, 2009 and incorporated herein by reference.
10.06	Form of Convertible Debenture, issued August 11, 2009, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on August 17, 2009 and incorporated herein by reference.
10.07	Securities Purchase Agreement, dated as of November 18, 2009, by and between CLICKER Inc. and SBCH Charitable Foundation, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on November 20, 2009 and incorporated herein by reference.
10.08	Form of Convertible Debenture, issued November 18, 2009, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on November 20, 2009 and incorporated herein by reference.
10.09	Exchange Agreement, dated as of December 16, 2009, by and between CLICKER Inc. and Thalia Woods Management, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on December 22, 2009 and incorporated herein by reference.
10.10	Form of Convertible Debenture, issued December 16, 2009, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on December 22, 2009 and incorporated herein by reference.
10.11	Exchange Agreement, dated as of February 1, 2010, by and between CLICKER Inc. and Greystone Capital Partners, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on February 5, 2010 and incorporated herein by reference.
10.12	Form of Convertible Debenture, issued February 1, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on February 5, 2010 and incorporated herein by reference.
10.13	Exchange Agreement, dated as of April 23, 2010, by and between CLICKER Inc. and Cortell Communications, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2010 and incorporated herein by reference.
10.14	Form of $72,100 Convertible Debenture, issued April 23, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2010 and incorporated herein by reference.
10.15	Amendment Agreement, dated as of April 27, 2010, by and between CLICKER Inc. and Cortell Communications, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2010 and incorporated herein by reference.
10.16	Securities Purchase Agreement, dated as of July 2, 2010, by and between CLICKER Inc. and Greystone Capital Partners, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2010 and incorporated herein by reference.
10.17	Form of $50,000 Convertible Debenture, issued July 2, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2010 and incorporated herein by reference.
10.18	Securities Purchase Agreement, dated as of July 2, 2010, by and between CLICKER Inc. and Greystone Capital Partners, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2010 and incorporated herein by reference.
10.19	Form of $20,000 Convertible Debenture, issued July 2, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2010 and incorporated herein by reference.
10.20	Securities Purchase Agreement, dated as of July 26, 2010, by and between CLICKER Inc. and IIG Management LLC, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2010 and incorporated herein by reference.
10.21	Form of Convertible Debenture, issued July 26, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2010 and incorporated herein by reference.
10.22	Securities Purchase Agreement, dated as of December 10, 2010, by and between CLICKER Inc. and Assurance Funding Solutions, LLC, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on December 10, 2010 and incorporated herein by reference.
10.23	Form of Convertible Debenture, issued December 10, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on December 10, 2010 and incorporated herein by reference.
10.24	Securities Purchase Agreement, dated as of January 5, 2011, by and between CLICKER Inc. and IIG Management LLC, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on January 10, 2011 and incorporated herein by reference.
10.25	Form of Convertible Debenture, issued January 5, 2011, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on January 10, 2011 and incorporated herein by reference.
10.26	Amendment No. 1, dated as of January 5, 2011, by and between CLICKER Inc. and IIG Management LLC, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on January 10, 2011 and incorporated herein by reference.
10.27	Securities Purchase Agreement, by and between Clicker Inc. and Asher Enterprises, Inc., dated as of February 7, 2011, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on February 11, 2011 and incorporated herein by reference.

10.28	Form of Convertible Promissory Note, issued to Asher Enterprises, Inc., issued February 7, 2011, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on February 11, 2011 and incorporated herein by reference.
10.29	Amendment No. 1 to Convertible Promissory Note, by and between Clicker Inc. and Asher Enterprises, Inc. , dated as of February 9, 2011, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on February 11, 2011 and incorporated herein by reference.
10.30	Securities Purchase Agreement, dated as of February 17, 2011, by and between CLICKER Inc. and Greystone Capital Partners, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on February 24, 2011 and incorporated herein by reference.
10.31	Form of Convertible Debenture, issued February 17, 2011, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on February 24, 2011 and incorporated herein by reference.
10.32	Securities Purchase Agreement, dated as of December 10, 2009, by and between CLICKER Inc. and Asher Enterprises, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.33	Form of Convertible Debenture, issued December 10, 2009, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.34	Securities Purchase Agreement, dated as of June 29, 2010, by and between CLICKER Inc. and Asher Enterprises, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.35	Form of Convertible Debenture, issued June 29, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.36	Securities Purchase Agreement, dated as of July 14, 2010, by and between CLICKER Inc. and Lotus Funding Group, LLC, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.37	Form of Convertible Debenture, issued July 14, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.38	Securities Purchase Agreement, dated as of August 18, 2010, by and between CLICKER Inc. and Asher Enterprises, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.39	Form of Convertible Debenture, issued August 18, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.40	Securities Purchase Agreement, dated as of November 1, 2010, by and between CLICKER Inc. and Asher Enterprises, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.41	Form of Convertible Debenture, issued November 1, 2010, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.42	Securities Purchase Agreement, dated as of March 7, 2011, by and between CLICKER Inc. and IIG Management LLC, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.43	Form of Convertible Debenture, issued March 7, 2011, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.44	Separation Agreement, dated as of March 7, 2011, by and between CLICKER Inc. and Albert Aimers, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.45	Share Forfeiture Agreement, dated as of March 7, 2011, by and among CLICKER Inc., Albert Aimers and Junior Capital, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.46	Share Forfeiture Escrow Agreement, dated as of March 7, 2011, by and among CLICKER Inc., Albert Aimers, Junior Capital, Inc. and Sichenzia Ross Friedman Ference LLP, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.47	Lock-Up Agreement, dated as of March 7, 2011, by Albert Aimers, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.48	Lock-Up Agreement, dated as of March 7, 2011, by Junior Capital, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.49	Employment Agreement, dated as of March 7, 2011, by and between CLICKER Inc. and Lloyd Lapidus, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
10.50	Securities Purchase Agreement, dated as of September 21, 2011, by and between CLICKER Inc. and Flyback, LLC, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on September 26, 2011 and incorporated herein by reference.
10.51	Form of Convertible Debenture, issued September 21, 2011, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on September 26, 2011 and incorporated herein by reference.
14.01	Code of Ethics, filed as an exhibit to the annual report on Form 10-K, filed with the Securities and Exchange Commission on December 21, 2009 and incorporated herein by reference.
21.01	List of Subsidiaries of the Registrant, filed as an exhibit to the annual report on Form 10-K, filed with the Securities Exchange Commission on December 12, 2008 and incorporated herein by reference.
23.01	Consent of Kabani & Company, Inc., Independent Registered Public Accounting Firm
31.01	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
31.02	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
32.01	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.

CLICKER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2011 AND 2010

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 and reward properties that leverage content, commerce and advertising for the next generation of global internet users.

On May 12, 2009 the Company, formerly, Financial Media Group, Inc. (“FMG”) acquired all of the outstanding capital stock of Clicker, Inc. in exchange for the issuance of 219,900 shares of common stock to the Clicker Shareholders. Such shares are restricted in accordance with Rule 144 of the 1933 Securities Act. As a result of the acquisition, Clicker became our wholly-owned subsidiary. As if the date of the merger, Financial Media Group, Inc. changed its name to Clicker, Inc.

The exchange of shares with Clicker was accounted for as a reverse acquisition under the purchase method of accounting since the stockholders of Clicker obtained control of the consolidated entity. Accordingly, the merger of the two companies was recorded as a recapitalization of Clicker, with Clicker, Inc. being treated as the continuing entity. The historical financial statements presented are those of Clicker.

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.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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 accounts amounted to $585,950 and $572,099 as of August 31, 2011 and 2010, 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.

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.

Financial Instruments

The Company's financial instruments primarily consist of cash and cash equivalents, accounts receivable, marketable securities, and accounts payable. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments.

Fair value measurements

We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

·	Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Our Level 3 derivative liabilities are comprised of derivatives for conversion features on our convertible notes payable. In certain cases, market-based observable inputs are not available and we use management judgment to develop assumptions to determine fair value for these derivatives.

Our current financial liabilities have fair values that approximate their carrying values.

The table below summarizes the fair values of the Company’s financial liabilities as of August 31, 2011:

	Fair Value at		Fair Value Measurement Using
	August 31, 2011		Level 1		Level 2		Level 3

Conversion feature derivative liability	$	2,183,694	$	—	$	—	$	2,183,694

	$	2,183,694	$	—	$	—	$	2,183,694

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 years ended August 31, 2011 and 2010.

	2011			2010
Balance at beginning of year	$	364,327		$	116,752
Additions to derivative instruments		1,116,379			1,067,919
Change in fair value of warrant liability		1,197,519			(820,344	)
Conversion of debentures		(494,531	)		-
Balance at end of period	$	2,183,694		$	364,327

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.

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

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.

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

The Company reports segment information using the “management approach” model. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company allocates its resources and assesses the performance of its sales activities based upon its products and services.

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.

Impairment of Long-lived Assets

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

Advertising and Marketing Costs

The Company expenses costs of advertising and marketing as incurred. Advertising and marketing expense for the years ended August 31, 2011 and 2010 amounted to $22,092 and $88,942, respectively.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

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 1,940,060,483 common share equivalents at August 31, 2011 and 3,744,882 at August 31, 2010. These potential shares of common stock have been excluded from the computation of diluted net loss per share for the years ended August 31, 2011 and 2010, respectively as their effect is anti-dilutive.

Comprehensive Income

Comprehensive income is defined to include all changes in equity, except those resulting from investments by owners and distributions to owners. Total other comprehensive loss for the years ended August 31, 2011 and August 31, 2010 comprised primarily of unrealized losses on marketable securities was $37,194 and $52,719.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

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 sureties 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.

Recent Accounting Pronouncements

In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued Accounting Standards Update 2010-13 (ASU 2010-13), "Compensation - Stock Compensation (Topic 718)." This Update provides amendments to Topic 718 to clarity that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The provisions of ASU 2010-13 are not expected to have a material effect on the Company's consolidated financial statements.

In July 2010, the FASB issued an accounting update to provide guidance to enhance disclosures related to the credit quality of a company's financing receivables portfolio and the associated allowance for credit losses. Pursuant to this accounting update, a company is required to provide a greater level of disaggregated information about its allowance for credit loss with the objective of facilitating users' evaluation of the nature of credit risk inherent in the company's portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. The revised disclosures as of the end of the reporting period are effective for the Company beginning in the second quarter of fiscal 2011, and the revised discourses related to activities during the reporting period are effective for the Company beginning in the third quarter of fiscal 2011. The Company is currently evaluating the impact of this accounting update on its financial disclosures. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

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 MARKETABLE SECURITIES

Occasionally, the Company receives securities of unrelated client companies as payment in full for services rendered. The number of shares the Company receives for services is based on upon contracted amounts, 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 quoted market prices.

During the years ended August 31, 2011 and 2010, the Company recorded impairment of $98,442 and $139,970, respectively, based on the inability to dispose of these type of securities. As of August 31, 2011, the Company has not been able to locate the related certificates. Based upon consideration of these circumstances, the Company believes that the probability of recoverability of any related asset may be remote.

The Company did not sell any marketable securities during the year ended August 31, 2011 as compared to realized gains of $317,589 for the year ended August 31, 2010.

Marketable securities classified as available for sale consisted of the following as of August 31, 2010:

Equity Securities Name and Symbol	Number of shares held at August 31, 2010		Cost		Market Value at August 31, 2010		Accumulated Unrealized Gain		Accumulated Unrealized Loss		Traded on Pink Sheets (PK) or Bulletin Board (BB)
Sunrise Consulting Group SNRS		515,000,000	$	51,500	$	51,500	$	-	$	-	PK
VOIP PAL.com, Inc. VPLM		2,500,000		15,000		50,000		35,000		-	PK
Others - Less than $10,000 cost		98,211,723		31,580		33,900		5,544		3,224
			$	98,080	$	135,400	$	40,544	$	3,224

Unrealized gains on marketable securities as of August 31, 2011 and August 31, 2010 were $0 and $37,194, respectively.

NOTE 4 PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	August 31, 2011			August, 31, 2010
Office and computer equipment	$	191,653		$	191,653
Less accumulated depreciation:		(191,653	)		(184,355	)
	$	-		$	7,298

Depreciation expense for the years ended August 31, 2011 and 2010 was $7,298 and $29,830, respectively.

NOTE 5 OTHER CURRENT ASSETS

Other current assets consisted of the following:

	August 31, 2011		August 31, 2010
Loan receivable	$	-	$	91,670
Rent deposit		-		4,152
Total	$	-	$	95,822

Loan receivables are due on demand, interest free, and unsecured.

NOTE 6 ACCRUED EXPENSES

Accrued expenses consisted of the following:

	August 31, 2011		August 31, 2010
Accrued consulting fees	$	49,331	$	126,700
Accrued interest		167,692		18,232
Accrued salaries and payroll taxes		572,818		447,508
Professional fees and others		191,354		180,970
	$	981,195	$	773,410

NOTE 7 DUE TO RELATED PARTIES

Due to related parties consisted of the following:

	August 31, 2011		August 31, 2010
Accrued officer’s compensation	$	14,583	$	153,548
Accrued interest on a loan paid off		8,100		248,373
	$	22,683	$	401,921

The due balances were interest free, due on demand, and unsecured as of August 31, 2011 and 2010, respectively.

NOTE 8 NOTE PAYABLE

On March 5, 2010, the Company executed an unsecured promissory note of $170,000 to a third party. The note was interest free and due on September 5, 2010. During the year ended August 31, 2011, the Company paid $39,634 in cash to the note holder and also issued 250,000 shares of common stock with a fair value of $107,500. In connection with this partial settlement, the Company recorded a loss on partial debt settlement of $7,500. The remaining balance of $30,366 is interest free and due on demand.

During the year ended August 31, 2011 the Company entered into three promissory notes in the aggregate amount of $25,275. The notes bear no interest and are repayable upon the consummation of the Company’s next round of financing.

NOTE 9 CONVERTIBLE NOTE 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 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 feature in the Secured Convertible Notes as derivative liabilities due to the full reset provisions.

During the year ended August 31, 2010, the note due to the former Chief Financial Officer was amended into a 10% convertible note. The total fair value of the note has been recorded as a derivative instrument because the agreement does not contain an explicit limit on the number of shares to be delivered in a share settlement. However, because of the terms detailed in the note agreements stipulate that the total value of the shares to be issued is capped at the amount of principal and interest, the derivative liability is zero.

The Company has valued the derivative liability for secured convertible notes using the Black – Sholes model as of August 31, 2011 and effective as of March 1, 2011. Prior to March 1, 2011 the Company used a probability weighted discounted cash flow model.

As of August 31, 2011 and 2010, the fair value of the conversion features subject to derivative accounting was $2,183,694, and $364,327, respectively. The value of the conversion features as of August 31, 2011 was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rates of 0.1%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 324%; and (4) an expected life of the conversion features of 1 year.

At August 31, 2010 the Company valued the derivative liability based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes. The features in the note that were analyzed and incorporated into the model included the conversion feature with the reset provisions and the call/redemption options. The Company analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. interest rates, stock price, conversion price, etc.). Projections were then made on these underlying factors which led to a set of potential scenarios. Probabilities were assigned to each of these scenarios over the remaining term of the note based on management projections. This led to a cash flow projection over the life of the note and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability at the date of valuation.

NOTE 10 EQUITY TRANSACTIONS

Common Stock

On April 1, 2010, we affected a consolidation of all our outstanding common shares with a record date of February 18, 2010. This consolidation was in effect a 300:1 reverse stock split, which reduced the total number of issued and outstanding common shares from 155,729,507 to 521,000. As a result of the reduction in the number of common shares, the market price per common share increased. However, there is no assurance that the post-reverse stock split price will be equal to or greater than the consolidation ratio multiplied by the pre-reverse stock split price on a going forward basis.

For the year ended August 31, 2011 the Company issued 46,598,172 shares of common stock (post reverse split) at conversion prices from $0.0006 to $0.47 per share for aggregate redemption of $606,203 note payable and convertible notes payable.

For the year ended August 31, 2011, the Company also issued 7,868,127 shares of common stock, valued at $185,962, to professionals and consultants in exchange for their services.

During the year ended August 31, 2011, the Company received a total of $95,500 from consultants upon exercise of existing stock options. The Company issued 211,290 shares against $80,100 received and recorded the remainder of $15,400 as shares to be issued in the accompanying financial statements.

Outstanding Warrants:

The company had no warrants outstanding at August 31, 2011 or 2010.

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 10,000 shares of common stock for grant to employees, non-employee directors, consultants and advisors. The 2007 Non-Qualified Plan terminates ten (10) years from the date of adoption or sooner, at the discretion of the board of directors. As of August 31, 2011, there are no stock options granted 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 6,667 shares of the Company’s authorized but unissued common stock for issuance under the plan. As of August 31, 2011, 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. The Company has reserved 23,333 shares of common stock for grant under this plan, The 2007 Equity Plan terminates ten (10) years from the date of adoption or sooner, at the discretion of the board of directors. As of August 31, 2011, 16,083 options have been granted under the 2007 Equity Incentive Plan.

2010 Incentive Stock Plan

On June 18, 2010, the Company adopted the 2010 Incentive Stock Plan which was approved by the shareholders and reserved 4,000,000 common shares of the Company’s authorized common stock to grant to employees, directors, officers and consultants for services. The stock granted under the 2010 Incentive Stock Plan shall be the Common Shares of the Company’s common stock, par value $0.001 per share. During the year ended August 31, 2011 the Company issued 211,290 common shares to consultants for options exercised. During the year ended August 31, 2010 the Company issued 400,000 shares to consultants in exchange $225,000 worth of services.

On September 2, 2010, the Company granted 780,000 common stock options to employees. The options have an exercise price of $0.45 per share. The options vested upon grant and lapse if unexercised after five years. The options have a grant date fair value of $351,00, determined using the Black-Scholes method based on the following weighted average assumptions: (1) risk free interest rate of 2.13%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 625%; and (4) an expected life of the options of 5 years. During the year ended August 31, 2011 we have recorded an expense of $351,000 related to the fair value of the options that vested.

On October 4, 2010, the Company granted 750,000 common stock options to employees. The options have an exercise price of $0.34 per share. The options vested upon grant and lapse if unexercised after five years. The options have a grant date fair value of $337,500, determined using the Black-Scholes method based on the following weighted average assumptions: (1) risk free interest rate of 2.13%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 657%; and (4) an expected life of the options of 5 years. During the year ended August 31, 2011 we have recorded an expense of $337,500 related to the fair value of the options that vested.

Other 2011 Option Grants

On March 7, 2011, the Company granted 3,000,000 common stock options to our chief executive officer. The options are not covered by any established plan as of August 31, 2011. The options have an exercise price of $0.02 per share. The options vested upon grant and lapse if unexercised after five years. The options have a grant date fair value of $45,000, determined using the Black-Scholes method based on the following weighted average assumptions: (1) risk free interest rate of 1.25%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 648%; and (4) an expected life of the options of 3 years. During the year ended August 31, 2011 we have recorded an expense of $45,000 related to the fair value of the options that vested .

Options Outstanding

Transactions involving our stock options are summarized as follows:

	August 31, 2011					August 31, 2010
	Number			Weighted Average Exercise Price		Number		Weighted Average Exercise Price
Outstanding at beginning of the period		16,083		$	0.08		16,083	$	0.08
Granted during the period		4,530,000			0.15		—		—
Exercised during the period		(256,584	)		0.37		—		—
Terminated during the period		—			—		—		—
Outstanding at end of the period		4,289,499		$	0.13		16,083	$	0.08
Exercisable at end of the period		4,289,499		$	0.13		16,083	$	0.08

At August 31, 2011 employee options outstanding totaled 3,000,000 with a weighted average exercise price of $0.02. These options had no intrinsic value at August 31, 2011 and a weighted average remaining contractual term of 4.5 years.

The weighted average remaining life of the options is 4.38 years.

The number and weighted average exercise prices of stock Options granted by the Company at August 31, 2011 are as follows:

	Options Outstanding			Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding - August 31, 2010		16,083		$	0.08	$	6,684
Granted		4,530,000			0.15		-
Exercised		(256,584	)		0.37		-
Expired/forfeited		-			-		-
Outstanding – August 31, 2011		4,289,499		$	0.13		-

The number and weighted average exercise prices of our options and warrants outstanding as of August 31, 2011 are as follows:

Range of Exercise Prices		Remaining Number Outstanding		Weighted Average Contractual Life (Years)		Weighted Average Exercise Price
$	0.015 - $0.02		3,012,167		4.5	$	0.02
$	0.30		3,917		6.3	$	0.30
$	0.34		568,527		4.0	$	0.34
$	0.45		704,889		4.1	$	0.45

NOTE 11 OTHER INCOME

During the year ended August 31, 2011, the Company entered into several settlement agreements with prior officers and directors, whereby the Company was released from $503,343 of prior employment-related obligations. In connection with this release, the Company recorded $503,343 as Other Income.

NOTE 12 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 years ended August 31, 2011 and 2010 was $30,593 and $212,408, 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.

Separation Agreement

On March 7, 2011, the Company entered into a separation agreement (“Separation Agreement”) with Mr. Albert Aimers (“Aimers”), pursuant to which Aimers’ employment as Chief Executive Officer ended on March 7, 2011. Aimers agreed to stay with the Company as interim Chief Financial Officer until the earlier of April 19, 2011, the date the Company filed its 10-Q for the quarter ended February 28, 2011 or the date the Company terminates Aimers’ services. For his services as interim Chief Financial Officer, the Company agreed to pay Aimers a sum of $18,750. Pursuant to the Separation Agreement, as amended, the Company paid Aimers $100,000 upon execution. Aimers tendered his resignation as Chief Financial Officer on April 15, 2011. As a result, the Company believes that no further payments to Aimers are due pursuant to the Separation Agreement.

NOTE 13 INCOME TAXES

Income tax for the years ended August 31, 2011 and 2010 is summarized as follows:

	August 31,
	2011			2010
Current:
Federal	$	-		$	-
State		4,800			4,800
Deferred taxes		418,319			2,606,619
Change in deferred tax assets		(418,319	)		(2,606,619	)
Income tax expense (benefit)	$	4,800		$	4,800

The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Consolidated Statements of Operations:

	August 31,
	2011			2010
Tax expense (credit) at statutory rate-federal		(34	%)		(34	%)
State tax expense net of federal tax		(6	%)		(6	%)
Valuation allowance		40	%		40	%
Income tax expense (benefit)	$	-		$	-

The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at August 31, 2011 and 2010 are as follows:

	August 31,
	2010			2010
Deferred tax assets:
Net operating loss carry forward	$	4,683,426		$	4,265,107
Total gross deferred tax assets		4,683,426			4,265,107
Less valuation allowance		(4,683,426	)		(4,265,107	)
Net deferred tax assets	$	-		$	-

At August 31, 2011, the Company had net operating loss carry forwards for U.S. federal income tax purposes of approximately $11,700,000, available to offset future taxable income expiring on various dates through 2031. The Company has recorded a 100% valuation allowance on the deferred tax assets due to the uncertainty of its realization.

The Company’s Digital Wallstreet Inc. subsidiary is delinquent in the payment of federal employment taxes. As of August 31, 2011 amounts due to the Internal Revenue Service (IRS) and the Employment Development Department of the State of California (EDD) aggregated approximately $400,000. The amounts are included in the Company’s balance of accrued expenses. The Company is currently working with its tax attorney to develop plans for the orderly payment of delinquent balances.

NOTE 14 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 has an accumulated deficit of $27,402,473 as of August 31, 2011 and has incurred a net loss of $4,079,483 for the year ended August 31, 2011. In addition, The Company’s current liabilities exceed its current assets by $5,206,529 at August 31, 2011. 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 August 31, 2011 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 15 SUBSEQUENT EVENTS

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.

The Investor may convert, at any time, the outstanding principal and accrued interest on the 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. The Investor has agreed to restrict its ability to convert the Debenture and receive shares of Common Stock such that the number of shares of Common Stock held by the Investor 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.

Nevada	33-0198542
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1111 Kane Concourse, Suite 304 Bay Harbor Islands, Florida	33154 (786) 309-5190
(Address of principal executive office)	(Zip Code) (Registrant’s telephone number, Including area code)

Title of each class		Name of each exchange on which registered
Common Stock, $0.001 par value		Over-the-Counter Bulletin Board

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

		PAGE
PART I

Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	(Removed and Reserved)	13

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 8.	Financial Statements and Supplementary Data	22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	22
Item 9A	Controls and Procedures	22
Item 9B.	Other Information	22

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	23
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	27
Item 14.	Principal Accounting Fees and Services	27

PART IV

Item 15.	Exhibits, Financial Statement Schedules	28

	Signatures	30

Period	High		Low
Fiscal Year Ended August 31, 2011:
First Quarter	$	0.581	$	0.14
Second Quarter		0.17		0.006
Third Quarter		0.035		0.005
Fourth Quarter		0.007		0.001
Fiscal Year Ended August 31, 2010:
First Quarter	$	2.55	$	1.80
Second Quarter		0.36		0.24
Third Quarter		0.15		0.15
Fourth Quarter		0.36		0.52

·	Publishers and distributors of traditional media (television, radio and print), such as The Wall Street Journal, CNN and CNBC;
·	General purpose consumer online services such as Craigslist, Kijiji (an Ebay company); Classifieds and Backpage;

·	Online services or web sites targeted to business, finance and investing needs, such as Monster and Yahoo’s Hot jobs; and
·	Affiliate and Multi-level Marketing and other companies, such as Herbalife and Amway, Infoseek, Lycos, and Yahoo!


	·	that a broker or dealer approve a person's account for transactions in penny stocks; and
	·	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.


	·	obtain financial information and investment experience objectives of the person; and
	·	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

	·	sets forth the basis on which the broker or dealer made the suitability determination; and
	·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

-	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.

NAME		AGE		POSITIONS HELD
Lloyd Lapidus		42		Chairman of the Board, Chief Executive Officer and Chief Financial Officer

	·	A late Form 3 was filed by Lloyd Lapidus relating to his appointment as an officer and director and the acquisition of stock options to acquire 9 million shares of common stock on March 7, 2011.

	·	A late Form 4 was filed by Albert Aimers relating to the disposition on April 27, 2011 of 28,250,239 shares of common stock, including 26,766,114 shares owned by entities that Mr. Aimers controlled.

	·	A late Form 4 was filed by Junior Capital, Inc., an entity controlled by Albert Aimers, relating to the disposition on April 27, 2011 of 26,666,666 shares of common stock.

Name and Principal Position	Year	Salary ($)			Stock Awards ($)		Option Awards ($)			All Other Compensation ($)				Total ($)

Lloyd Lapidus	2011		80,000	(2)		-		45,000	(3)		-				125,000
Chairman, Chief Executive Officer and Director (1)	2010		-			-		-			-				-

Albert Aimers	2011		124,829			-		-			100,000	(5	)		224,829
Former Chief Executive Officer (4)	2010		316,250			20,000		3,352			21,510	(6	)		337,760

-	by each person who is known by us to beneficially own more than 5% of our common stock;
-	by each of our officers and directors; and
-	by all of our officers and directors as a group.

Name And Address Of Beneficial Owner (1)	Number of Shares Owned (2)				Percentage of Class (3)
Lloyd Lapidus		5,000,000	(4	)		3.62	%
All Officers and Directors as a Group (1 person)		5,000,000	(4	)		3.62	%

Thalia Woods Management Inc.
560 Peoples Plaza, #325F
Austin, Texas 78711		26,768,577	(5	)		20.13	%

(3)	Percentage based on 132,964,139 shares of common stock outstanding.
(4)	Represents shares of common stock which may be acquired through the exercise of stock options which were exercisable as of December 5, 2011 or become exercisable within 60 days of that date.
(5)	As reported pursuant to a shareholder list from the Company’s transfer agent on November 28, 2011.

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights		(b) Weighted-average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a) (1)
Equity compensation plan approved by security holders (1)		16,083	$	0.08		7,250

Equity compensation plan approved by security holders (2)		-	$	-		6,667

Equity compensation plan approved by security holders (3)		1,273,416	$	0.40		2,070,000

Total		1,289,499	$	0.40		2,083,917

	CLICKER INC.

Date: December 13, 2011	By:	/s/ LLOYD LAPIDUS
		Lloyd Lapidus
		Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer)

Name	Position	Date

/s/ LLOYD LAPIDUS Lloyd Lapidus	Chairman of the Board	December 13, 2011

	Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	32

CONSOLIDATED BALANCE SHEETS AS OF AUGUST 31, 2011 and 2010	33

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED AUGUST 31, 2011 and 2010	34

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED AUGUST 31, 2011 and 2010	35

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED AUGUST 31, 2011 and 2010	36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	37 - 46






ASSETS
	As of			As of
	AUGUST 31, 2011			AUGUST 31, 2010
CURRENT ASSETS:
Cash & cash equivalents	$	303		$	44,700
Accounts receivable, net		230			3,579
Marketable securities		-			135,400
Other current assets		-			95,822
Total current assets		533			279,501

PROPERTY & EQUIPMENT, net		-			7,298
Total assets	$	533		$	286,798

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	1,367,479		$	1,301,510
Accrued expenses		981,195			773,410
Derivative liability		2,183,694			364,327
Due to related parties		22,683			401,921
Note payable		55,641			170,000
Convertible note payble, net		596,370			308,285
Total current liabilities		5,207,062			3,319,453

STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 300,000,000 shares authorized,
114,375,277 and 59,697,688 shares issued and outstanding at
August 31, 2011 and 2010, respectively		114,375			59,698
Paid in capital		22,066,169			20,200,737
Prepaid consulting		-			(7,292	)
Shares to be issued		15,400			-
Unrealized gain (loss) on marketable securities		-			37,194
Accumulated deficit		(27,402,473	)		(23,322,990	)
Total stockholders' deficit		(5,206,529	)		(3,032,653	)

Total liabilities and stockholders' deficit	$	533		$	286,800

	For The Years Ended August 31,
	2011			2010

Net revenues	$	41,570		$	766,446

Operating expenses
Selling, general & administrative		1,738,806			2,683,727
Depreciation		7,297			29,830
Impairment expense - marketable securities		98,442			139,970
Total operating expenses		1,844,545			2,853,527

Loss from operations		(1,802,975	)		(2,087,081	)

Non-Operating Income (Expense):
Interest expense		(1,364,741	)		(835,695	)
Interest income		-			20,800
Gain/(Loss) on sale of marketable securities		-			317,589
Change in derivative liability		(1,197,519	)		820,344
Gain (loss) on debt redemption		(212,791	)		(5,732,895	)
Other income		503,343			-
Total non-operating income (expense)		(2,271,708	)		(5,409,857	)

Loss before income taxes		(4,074,683	)		(7,496,938	)

Provision for income tax		4,800			4,800

Net loss		(4,079,483	)		(7,501,738	)

Other comprehensive gain (loss):
Unrealized gain (loss) on marketable securities		(37,194	)		(32,919	)
Reclassification adjustment		-			(19,800	)
Comprehensive loss	$	(4,116,677	)	$	(7,554,457	)

Basic and diluted net loss per share	$	(0.05	)	$	(0.38	)

Basic and diluted weighted average shares of common stock outstanding		76,165,171			19,835,327

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.


	Common Stock				Additional		Prepaid			Shares to		Unrealized			Accumulated			Stockholders'
	Shares		Par Value		Paid in Capital		Consulting			be issued		Gain (Loss)			Deficit			Deficit


Balance, August 31, 2009		282,292	$	282	$	12,240,363	$	-		$	-	$	89,914		$	(15,821,251	)	$	(3,490,693	)
Shares issued for Sales of Common Stocks		250,000		250		99,750		-			-		-			-			100,000
Shares issued for Services		455,000		455		356,095		(7,292	)		-		-			-			349,258
Conversion of Convertible Note Payable to Common Stock		31,893,731		31,894		6,548,015		-			-		-			-			6,579,908
Shares issued for CEO & Consultants Accrued Salaries		26,816,666		26,817		848,183		-			-		-			-			875,000
Options issued for services		-		-		108,331		-			-		-			-			108,331
Unrealized gain on marketable securities		-		-		-		-			-		(52,719	)		-			(52,719	)
Net loss		-		-		-		-			-		-			(7,501,738	)		(7,501,738	)
Balance, Aug 31, 2010		59,697,688		59,698		20,200,737		(7,292	)		-		37,194			(23,322,990	)		(3,032,653	)

Amortization of prepaid consulting		-		-		-		7,292			-		-			-			7,292
Exercise of options		211,290		211		79,889		-			15,400		-			-			95,500
Conversion of Note Payable		46,598,172		46,598		844,569		-			-		-			-			891,167
Shares issued for accrued fees		3,320,000		3,320		150,805		-			-		-			-			154,125
Shares issued for services		4,548,127		4,548		27,289													31,837
Options issued for services		-		-		762,880		-			-		-			-			762,880
Unrealized gain on marketable securities		-		-		-		-			-		(37,194	)		-			(37,194	)
Net loss		-		-		-		-			-		-			(4,079,483	)		(4,079,483	)
Balance, August 31, 2011		114,375,277	$	114,375	$	22,066,169	$	-		$	15,400	$	0		$	(27,402,473	)	$	(5,206,529	)


	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,079,483	)	$	(7,501,738	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Bad debts		13,851			371,772
Depreciation and amortization		7,297			29,830
Revenues in form of marketable securities		-			(297,000	)
Write off of liabilities		-			(20,800	)
Impairment of marketable securities		98,442			139,970
Gain on sale of marketable securities		-			(317,589	)
Change in derivative liability		1,197,519			(820,344	)
Loss on debt redemption		212,791			5,732,894
Issuance of options and warrants for services		762,880			108,331
Shares issued for services		7,292			348,908
Amortization of debt discount		1,204,178			578,221
Other income		(503,257	)		-
(Increase) decrease in current assets:
Receivables		(10,502	)		(101,178	)
Loan and other current assets		56,188			(91,670	)
Increase (decrease) in current liabilities:
Accounts payable		83,903			208,074
Accrued expenses and other liabilities		430,729			435,967
Net cash used in operating activities		(518,172	)		(1,196,351	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received from sale marketable securities		-			320,412
Net cash provided by investing activities		-			320,412

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from officer		-			228,259
Cash proceeds from notes		25,275			-
Cash proceeds from convertible note		353,000			560,000
Cash received from sale of common stock		95,500			100,000
Net cash provided by financing activities		473,775			888,259

NET DECREASE IN CASH & CASH EQUIVALENTS		(44,397	)		12,320

CASH & CASH EQUIVALENTS, BEGINNING BALANCE		44,700			32,380

CASH & CASH EQUIVALENTS, ENDING BALANCE	$	303		$	44,700



Face value of notes and interest converted to common stock	$	409,275		$	831,471
Fair value of common stock issued upon conversion of notes	$	891,167		$	-
Derivative liability of convertible notes at date of issue	$	1,116,379		$	-
Derivative liability charged off upon conversion of notes	$	494,531		$	-
Unamortized discount charged off upon conversion of notes	$	141,635		$	-
Issuance of shares for accrued fees and services	$	185,962		$	875,000


	By:	/s/ LLOYD LAPIDUS
Date: December 13, 2011	Name:	Lloyd Lapidus
	Title:	Chief Executive Officer and Chief Financial Officer