clicker_10q-053109.htm

10-Q 1 clicker_10q-053109.htm QUARTERLY REPORT, 05/31/2009 clicker_10q-053109.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended May 31, 2009

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

For the transitional period from ______ to ______

Commission File No. 0-32923

CLICKER INC.

(Exact name of registrant as specified in its charter)

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

18952 MacArthur Blvd, Suite 210, Irvine, CA 92612

(Address of principal executive office) (zip code)

(949) 486-3990

(Registrant’s telephone number, including area code)

Financial Media Group, Inc.

(Former name, if changed since last report)

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

Yes [X] No o

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

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

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

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

Yes o No [X]

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

CLICKER INC.

TABLE OF CONTENTS

Report on Form 10-Q

For the quarter ended May 31, 2009

	Page
PART I FINANCIAL INFORMATION

Item 1. Financial Statements	3

Consolidated Balance Sheets at May 31, 2009 (Unaudited) and August 31, 2008	3

Unaudited Consolidated Statements of Operations for the Three Month Periods and Nine Month Periods ended May 31, 2009 and 2008	4

Unaudited Consolidated Statements of Cash Flows for the Nine Month Periods ended May 31, 2009 and 2008	5

Notes to the unaudited Consolidated Financial Statements	6 – 20

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3. Quantitative and Qualitative Disclosures About Market Risk	28

Item 4T. Controls and Procedures	28

PART II OTHER INFORMATION

Item 1. Legal Proceedings	29

Item 1A. Fisk Factors	29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3. Defaults upon Senior Securities	29

Item 4. Submission of Matters to Vote of Security Holders	29

Item 5. Other Information	29

Item 6. Exhibits	29

Signatures	30

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

CLICKER INC.

(Formerly, Financial Media Group, Inc.)

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	May 31, 2009			August 31, 2008
ASSETS

CURRENT ASSETS:
Cash & cash equivalents	$	1,375		$	73,312
Accounts receivable, net		39,350			53,718
Marketable securities		610,876			2,217,852
Other current assets		38,003			1,793
Total current assets		689,584			2,346,675

PROPERTY & EQUIPMENT, Net		37,160			82,566

DEPOSIT		4,152			34,671

Total assets	$	730,916		$	2,463,912

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	937,287		$	613,929
Accrued expenses		757,721			806,639
Deferred revenue		50,800			424,832
Due to related parties		1,164,554			820,729
Notes payable		690,000			650,000
Total current liabilities		3,600,362			3,316,129

Commitment & contingencies

STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 300,000,000 shares authorized,
80,235,173 and 65,726,873 shares issued and outstanding at
May 31, 2009 and August 31, 2008, respectively		80,235			65,727
Paid in capital		12,105,682			11,339,465
Unrealized gain on marketable securities		45,099			279,130
Accumulated deficit		(15,100,462	)		(12,536,538	)
Total stockholders' deficit		(2,869,446	)		(852,216	)

Total liabilities and stockholders' deficit	$	730,916		$	2,463,912

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

CLICKER INC.

(Formerly, Financial Media Group, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Month periods ended						For the Nine Month periods ended
	May 31, 2009			May 31, 2008			May 31, 2009			May 31, 2008
Revenues
Revenue in the form of cash	$	12,343		$	367,743		$	129,003		$	1,106,238
Revenue in the form of marketable securities		107,050			2,027,844			1,066,982			5,336,989
		119,393			2,395,587			1,195,985			6,443,227
Operating expenses
Selling, general & administrative		339,120			1,349,943			1,972,419			4,344,213
Depreciation		15,135			15,024			45,406			38,938
Impairments		230,606			697,266			1,320,395			3,028,716
Total operating expenses		584,861			2,062,232			3,338,220			7,411,866

Income (Loss) from operations		(465,468	)		333,355			(2,142,710	)		(968,639	)

Non-Operating Income (Expense):
Interest expense		(33,000	)		(2,667	)		(42,749	)		(67,927	)
Loss on sale of marketable securities		(172,392	)		(95,411	)		(610,895	)		(421,056	)
Other income		237,230			-			237,230			(421,056	)
Total non-operating income (expense)		31,838			(98,078	)		(416,414	)		(488,983	)

Income (loss) from operations before income taxes		(433,631	)		235,276			(2,559,125	)		(1,457,623	)

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

Net Income (loss)		(433,631	)		235,276			(2,563,925	)		(1,462,423	)

Other comprehensive gain (loss):
Unrealized gain (loss) on marketable securities		(237,079	)		(1,042,372	)		692,507			525,008
Reclassification Adjustment		(148,252	)		(39,659	)		(941,537	)		121,988

Comprehensive loss	$	(819,435	)	$	(846,755	)	$	(2,812,955	)	$	(815,427	)


Basic & diluted net earnings (loss) per share	$	(0.006	)	$	0.004		$	(0.04	)	$	(0.034	)

Weighted average shares of share capital outstanding*
- basic& diluted		78,760,540			61,362,532			71,706,282			48,430,034

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

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

CLICKER INC.

(Formerly, Financial Media Group, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Month periods ended May 31,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,563,925	)	$	(1,462,423	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debts		980			86,714
Depreciation and amortization		45,406			38,938
Revenues in form of marketable securities		(1,066,507	)		(5,336,989	)
Impairment of marketable securities		1,320,395			3,028,716
Loss on sale of marketable securities		610,895			421,056
Issuance of warrants and options for services		202,446			140,636
Issuance of shares for services		135,818			33,000
(Increase) decrease in current assets:
Receivables		13,388			(484,558	)
Other current assets and deposits		(5,691	)		55,068
Increase (decrease) in current liabilities:
Accounts payable		323,358			207,535
Accrued expenses and other liabilities		434,905			291,420
Deferred revenues		(282,017	)		207,703
Net cash used in operating activities		(830,547	)		(2,773,184	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property & equipment		-			(53,583	)
Cash received from disposal of marketable securities-net		456,146			1,164,119
Net cash provided by investing activities		456,146			1,110,537

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of note payable to officer		-			(7,500	)
Cash received from loan from third party		-			88,000
Proceeds from sale of common stock		302,464			1,446,812
Net cash provided by financing activities		302,464			1,527,312

NET DECREASE IN CASH & CASH EQUIVALENTS		(71,937	)		(135,335	)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE		73,312			172,013

CASH & CASH EQUIVALENTS, ENDING BALANCE	$	1,375		$	36,678

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

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

CLICKER INC.

(Formerly Financial Media Group, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 NATURE OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

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

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

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

On June 13, 2006, Financial Media Group, Inc. established a wholly-owned subsidiary My WallStreet, Inc. and launched in January 2007, http://my.wallst.net, an online community for investors. The website offers free membership and provides social networking applications including messaging, blogs, message boards, video and audio uploads, and personal profile pages. In addition, members of MyWallSt can participate in the “Rookie Challenge,” a proprietary virtual stock trading simulator that allows members to compete against each other for a weekly cash prize. Members can also communicate with another, rate individual stocks, post comments on individual stocks, and compile their own Watch list of stocks, which can be viewed and commented on by other members of the online community. Unlike other social network services including MySpace and Face Book, MyWallSt members have one interest in common: they want to become better investors. MyWallSt also provides a venue for investors to interact with public company executives, many of whom have active profiles on the website.

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

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

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

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited financial statements for the year ended August 31, 2008 were filed on December 12, 2008 with the Securities and Exchange Commission and is hereby incorporated by reference. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine months period ended May 31, 2009 are not necessarily indicative of the results that may be expected for the year ended August 31, 2009.

Principles of Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

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

Accounts Receivable

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

Marketable Securities

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

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

Property and Equipment

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

Revenue Recognition Policy

The Company’s primary source of revenue is generated from providing Internet based media and advertising services and a full array of customized investor awareness programs to small and medium sized companies through its financial websites www.wallst.net and my.wallst.net. The services include audio and video production of senior management interviews, newsletters and editorials, small cap companies’ conferences and seminars, e-mail mailings and forums, media and advertising. These services are provided by the Company’s subsidiaries WallStreet Direct, Inc. and Digital WallStreet, Inc. Revenues from Internet based media and advertising services are recognized and recorded when the performance of such services are completed. The Company adheres to the guidelines established under Staff Accounting Bulletin 104 whereby, the Company executes a contractual agreement with the client for a fixed fee to perform services, delivery of services has occurred when the Company performed the contracted services, and collectability of the fees has occurred when the Company receives cash and/or marketable securities in satisfaction for services provided.

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

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

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

Fair Value of Financial Instruments

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

Concentration of Credit Risk

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

Reporting Segments

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

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

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

Stock-Based Compensation

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

Issuance of Shares for Services

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

Comprehensive Income

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

Recent Accounting Pronouncements

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

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

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

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

Reclassifications

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

NOTE 3 MARKETABLE SECURITIES

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

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

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

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

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

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

It is the Company’s policy to assess its marketable securities for impairment on a quarterly basis, or more frequently if warranted by circumstances. The Company recognized an impairment loss on the marketable securities of $230,606 and $1,320,395 for the three months and nine month periods ended May 31, 2009 compared to $697,266 and $3,028,716 for the same periods in 2008.

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

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

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

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

NOTE 4 PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	May 31, 2009			August 31, 2008
Office and computer equipment	$	191,653		$	191,652

Less accumulated depreciation:		(154,493	)		(109,086	)
	$	37,160		$	82,566

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

NOTE 5 OTHER ASSETS

Other assets consist of the following:

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

Other Assets:
Rent deposit	$	4,152	$	34,671
Total Other Assets	$	4,152	$	34,671

NOTE 6 DEFERRED REVENUES

The Company receives marketable securities and cash for services to be provided in future periods. The Company recognizes revenue on a pro-rata basis over the term of the agreement. The Company recorded $50,800 and $424,832 in deferred revenues at May 31, 2009 and at August 31, 2008, respectively, which will be recognized over the next 12 months.

NOTE 7 ACCRUED EXPENSES

Accrued expenses consist of the following:

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

NOTE 8 DUE TO RELATED PARTIES

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

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

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

NOTE 9 NOTE PAYABLE

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

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

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

NOTE 10 EQUITY TRANSACTIONS

Common Stock

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

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

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

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

Outstanding Warrants:

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

Description of Warrants	Exercise Price		Expiration Date	Warrants Outstanding at August 31, 2008		Warrants Issued During the Period		Warrants Exercised During the Period		Warrants Expired During the Period			Warrants Outstanding at May 31, 2009
Class E	$	3.75	1/25/2009		165,000		-		-		(165,000	)		-

Class A2	$	3.50	9/1/1008		244,667		-		-		(244,667	)		-

Class A	$	0.75	3/16/2009 to 7/28/2009		-		1,760,000		-		(1,240,000	)		520,000

Class B	$	1.50	6/16/2009 to 10/28/2009		-		1,760,000		-		-			1,760,000

Class C	$	3.00	12/16/2009 to 4/28/2010		-		1,760,000		-		-			1,760,000
					409,667		5,280,000		-		(1,649,667	)		4,040,000

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

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

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

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

Outstanding Stock Options:

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

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

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

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

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

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

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

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

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

On July 2, 2008, the Company adopted the 2008 Non-Qualified Plan and the Board of Directors approved the reservation of 2,000,000 shares of the Company’s authorized but unissued common stock for issuance under the plan. As of May 31, 2009, no options have been granted under the 2008 Non-Qualified Plan.

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

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

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

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

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

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

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

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

NOTE 11 BASIC AND DILUTED NET LOSS PER SHARE

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

Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.

NOTE 12 SUPPLEMENTAL DISCLOSURES OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as defined under the Financial Accounting Standard No. 95. The Company paid $5,005 for interest and $0 for income taxes during the nine months ended May 31, 2009. The Company paid $2,100 for interest and $0 for income taxes during the nine months ended May 31, 2008.

NOTE 13 COMMITMENTS

Operating Lease

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

Twelve months ending May 31,	Amount
2010	$	238,692
	$	238,692

Employment Agreement

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

Twelve months ending May 31,	Amount
2010	$	132,610
	$	132,610

Contingencies

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

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

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

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

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

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

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

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

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

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

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

Overview

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

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

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

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

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

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

Results of Operations

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

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

Revenues

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

Operating Expenses

Selling, general, and administrative expenses (S,G&A) for the three and nine months ended May 31, 2009 were $339,120 and $1,972,419, respectively, compared to $1,349,943 and $4,344,213 for the same periods in 2008, respectively. S,G&A expenses decreased by $1,010,823 (75%) and $2,371,794 (55%), respectively, during the three and nine months ended May 31, 2009 as compared to the same periods in 2008, primarily due to reduction in payroll costs, reduction in costs due to closure of our office in New York City, reduction in overall administrative, sales and marketing personnel due to downsizing as a result of reduction in revenues, and reduction in legal costs.

Impairment of marketable securities for the three and nine months ended May 31, 2009 were $230,606 and $1,320,395, respectively, compared to $697,266 and $3,028,716 for the same periods ended in 2008, respectively. Impairment expense was recorded because the market value of the securities we received as compensation for services declined in excess of 50% of their market value. This reduction in our judgment appeared to be other than temporary reduction in the fair value of the marketable securities. Therefore, we took a conservative approach of recording the impairment expense. Furthermore, to safeguard us with impairments of marketable securities, we have revised our contractual terms on agreements with our clients which provides that, in the event during the term of the agreement, the share bid price of client securities decline by more than 10% of the share bid price on the date of execution of the agreement, the client agrees to issue additional shares of their common stock to us in order to make up the deficiency caused by the reduction in the value of their stock. Implementation of this policy further helped us reduce our impairment expense during the three and nine months ended May 31, 2009.

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

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

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

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

Liquidity and Capital Resources

Cash and cash equivalents were $1,355 at May 31, 2009 compared to $36,678 at May 31, 2008. As shown in the accompanying consolidated financial statements, we recorded a loss of $2,563,925 for the nine months ended May 31, 2009 compared to a loss of $1,462,423 for the same period in 2008. Our current liabilities exceeded our current assets by $2,910,758 at May 31, 2009 and net cash used in operating activities for the nine months ended May 31, 2009 was $830,547. These factors and our ability to meet our debt obligations from current operations, and the need to raise additional capital to accomplish our objectives raises doubt about our ability to continue as a going concern.

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

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

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

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

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

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

Operating Activities

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

Investing Activities

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

Financing Activities

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

As a result of the above activities, we experienced a net decrease in cash of $71,937 for the nine months ended May 31, 2009. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or through the sale of our marketable securities.

Application of Critical Accounting Policies

Marketable Securities and Impairments

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

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

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

Revenue Recognition

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

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

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

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

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

Stock-Based Compensation

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

Issuance of Shares for Service

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

Recent Accounting Pronouncements

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

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

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

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

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

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

Item 3.Quantitative and Qualitative Disclosures about Market Risk

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

Item 4T. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

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

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

(b) Changes in internal control over financial reporting.

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

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

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

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

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

Dow Jones & Company, Inc. DBA Dow Jones Marketwatch as successor in interest to Marketwatch, Inc. vs. Financial Media Group, Inc. Et. Al., Superior Court of California, County of Orange, Case No. 30-2208 00112726

On September 30, 2008, Dow Jones filed a complaint for a breach of contract against us for failing to pay $42,000 in licensing fees for using Marketwatch’s financial information and analytical tools relating to securities pursuant to the terms as required by the License and Service Agreement. On March 4, 2009, a judgment for $47,399.45 was awarded in favor of Dow Jones, and said amount remains unpaid.

PR Newswire Association, Inc. vs. Financial Filings Corporation, Digital Wall Street, Inc. and WallStreet Direct, Inc., Superior Court of New Jersey, Hudson County, Civil Division #5, Docket No. L-878-09

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

Item 1A. Risk Factors

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

Item 2. Changes in Securities

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

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

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

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

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

SIGNATURES

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

	CLICKER INC.

Date: July 17, 2009	By:	/s/ ALBERT AIMERS
		Albert Aimers Chief Executive Officer