UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~October~~ November 26, 2012

CLICKER Inc.

(Exact name of registrant as specified in its charter)

Nevada	0-32923	26-4835457
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(Address of principal executive offices)

Registrant’s telephone number, including area code: (786) 309-5190

Copy of correspondence to:

Michael Ference, Esq.

Thomas A. Rose, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Tel: (212) 930-9700 Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Item 25.~~03 Creation~~02 Departure of aDirectors ~~Direct~~or ~~Financial~~Certain ~~Obligation~~Officers; orElection anof ~~Obligation~~Directors; ~~under~~Appointment anof ~~Off-Balance~~Certain ~~Sheet~~Officers; ~~Arrangement~~Compensatory Arrangements of aCertain ~~Registrant~~Officers.

~~Item~~On 3November 26, 2012, the board of directors of Clicker Inc.~~02 Unregistered~~ ~~Sales~~(the “Company”) appointed Willis “Chip” Arndt, Jr. to serve as interim Chief Executive Officer of ~~Equity~~the ~~Securities~~Company. There is no understanding or arrangement between Mr. Arndt and any other person pursuant to which he was selected as an executive officer. Mr. Arndt does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or an executive officer.

OnSince ~~October~~2002, 26Mr. Arndt has been the Managing Partner of Arndt Strategies, ~~2012~~Ltd., ~~CLICKER~~an ~~Inc.~~advisory ~~(the~~firm ~~“Company”)~~that ~~entered~~works ~~into~~with aentrepreneurs ~~Securities~~to ~~Purchase~~develop, ~~Agreement~~initiate, (and execute business ideas focused on leveraging the ~~“Purchase~~internet ~~Agreement”)~~and with ~~Monroe~~established ~~Milstein~~companies to improve management implementation, anoperations, ~~accredited~~operational ~~investor~~efficiency, (operating margins and to increase revenues and clients. Mr. Arndt currently sits on the ~~“Investor”)~~board of directors of FLIMP Rich Video Media, ~~providing~~Couples ~~for~~of ~~the~~Equality ~~sale~~and byMiami ~~the~~Beach ~~Company~~Pride. Between to2006 ~~the~~and ~~Investor~~October 2011, Mr. Arndt served as Executive Vice President of Business Development & Strategy for MerchantAdvantage, LLC, a ~~10%~~Miami, ~~convertible~~Florida ~~debenture~~and inDallas, Texas based eCommerce data mapping and marketing technology company, which he also cofound. Between 2000 and 2002, Mr. Arndt served as the ~~principal~~President ~~amount~~and Trustee of ~~$200~~Tribe Enterprises,~~000~~ (Ltd and Tribe USA, the ~~“Debenture”)~~U.S. subsidiaries of an Australia-based new media company. Between 1997 and 2000, Mr. Arndt served as Executive Producer of Journey Management & Productions, a film and television production company. Previously, Mr. Arndt served as an investment banker with Morgan Stanley & Co. Incorporated. A dedicated philanthropist Mr. Arndt has raised over $10M for dedicated nonprofits and other non-business related organizations since 2002. Mr. Arndt holds a BA in Political History from Yale University and an MBA from Harvard University.

~~The~~On ~~Debenture~~November ~~matures~~26, on2012, ~~October~~the ~~26,~~Company ~~2014~~entered into an employment agreement (the “~~Maturity Date~~Agreement”) ~~and~~with ~~bears~~Mr. ~~interest~~Arndt atto ~~the~~serve ~~annual~~as ~~rate~~interim ofChief ~~10%~~Executive Officer. The ~~Company~~Agreement isruns ~~not~~on ~~required~~a month to ~~make~~month ~~any~~basis, ~~payments~~and ~~until~~can ~~the~~be ~~Maturity~~terminated ~~Date~~by ~~although~~ the Company ~~has~~or ~~the~~Mr. ~~ability~~Arndt toupon ~~repay~~30 days prior written notice. The base salary under the ~~Debenture~~Agreement atis a monthly gross salary of $3,000. Mr. Arndt is entitled to participate in any and all benefit plans, from time ~~without~~to ~~penalty~~time, ~~upon~~in ~~five~~effect ~~days~~for ~~prior~~senior ~~written~~management, ~~notice~~along towith vacation, sick and holiday pay in accordance with the ~~Investor~~Company’s policies established and in effect from time to time.

The ~~Investor~~foregoing ~~may~~information ~~convert,~~is ata ~~any~~summary ~~time,~~of the ~~outstanding~~Agreement ~~principal~~described ~~and~~above, ~~accrued~~is ~~interest~~not oncomplete, ~~the~~and ~~Debenture~~is ~~into~~qualified ~~shares~~in ofits ~~the~~entirety ~~Company’s~~by ~~common~~reference ~~stock (“Common Stock”) at a conversion price per share equal~~ to ~~fifty~~the ~~percent (50%)~~full text of ~~the~~such ~~lowest~~Agreement, ~~closing~~a ~~price~~copy of ~~the~~which ~~Common~~is ~~Stock~~attached ~~during~~as ~~the~~an 10exhibit ~~trading~~to ~~days~~this ~~immediately~~Current ~~preceding~~Report ~~the~~on ~~date~~Form of8-K. ~~conversion~~Readers asshould ~~quoted~~review bysuch ~~Bloomberg,~~Agreement LPfor ora ~~such~~complete ~~other~~understanding ~~quotation~~of ~~service~~the asterms ~~mutually~~and ~~agreed~~conditions toassociated bywith ~~the~~this ~~parties~~transaction.

The Investor has contractually agreed to restrict its ability to convert the Debenture such that the number of shares of the Company common stock held by each of the Investor and its affiliates after such conversion does not exceed 4.99% of the Company’s then issued and outstanding shares of Common Stock.

The foregoing information is a summary of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of such agreements, a copy of which are attached as an exhibit to this Current Report on Form 8-K. Readers should review such agreements for a complete understanding of the terms and conditions associated with these transactions.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.01 ~~Securities~~Employment ~~Purchase~~ Agreement, dated as of ~~October~~November 26, 2012, by and between ~~CLICKER~~Clicker Inc. and ~~Monroe~~Willis ~~Milstein~~“Chip” Arndt, Jr.

~~10.02 Form of Convertible Debenture, dated October 26, 2012, issued to Monroe Milstein.~~2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLICKER INC.
Dated: November 15, 2012	By:	/s/ DOV KONETZ
Dated: November 27, 2012	By:	/s/ WILLIS ARNDT, JR
		Dov Konetz
		Willis Arndt, Jr.
		Director
		Chief Executive Officer

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