CONVERTIBLE NOTES PAYABLE	6 Months Ended
CONVERTIBLE NOTES PAYABLE	Feb. 28, 2013
Convertible Notes Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 5 CONVERTIBLE NOTES PAYABLE The Company has issued multiple secured convertible notes (the “Secured Convertible Notes” or the “Notes”) to related and unrelated parties (the “Holders.” The Secured Convertible Notes have various maturity dates ranging from 9 to 24 months and have annual interest rates ranging from of 0% to 10% per annum. The Holders have the right from and after the Date of Issuance, and until any time until the Secured Convertible Notes are fully paid, to convert any outstanding and unpaid principal portion of the Secured Convertible Notes, and accrued interest, into fully paid and non-assessable shares of Common Stock with an ownership limit of 4.99%. The Secured Convertible Notes have a variable conversion price and full reset feature. The percentage of market conversion rates range from 20% to 50% of the average closing trading or bid price of the Company’s common stock on consecutive trading days immediately preceding the date of conversion, which in the terms of the note agreements range from 3 days to 10 days. The Holders were not issued warrants with the Secured Convertible Notes. In the event of default for the Notes, the amount of principal and interest not paid when due bear interest at the rate of 18% per annum and the notes become immediately due and payable. Should that occur, the Company is liable to pay 105% of the then outstanding principal and interest. The Company has recorded the embedded conversion features in the Secured Convertible Notes as derivative liabilities due to the full reset provisions and the variable conversion rates. On October 26, 2012, the Company entered into a Securities Purchase Agreement with Monroe Milstein, an accredited investor (“Milstein”), providing for the sale by the Company to Milstein of a 10% convertible debenture in the principal amount of $200,000 (the “Milstein Debenture”). The Milstein Debenture matures on October 26, 2014 (the “Maturity Date”) and bears interest at the annual rate of 10%. The Company is not required to make any payments until the Maturity Date although the Company has the ability to repay the Milstein Debenture at any time without penalty upon five days prior written notice to the Investor. Milstein may convert, at any time, the outstanding principal and accrued interest on the Milstein Debenture into shares of the Company’s common stock (“Common Stock”) at a conversion price per share equal to fifty percent (50%) of the lowest closing price of the Common Stock during the 10 trading days immediately preceding the date of conversion as quoted by Bloomberg, LP or such other quotation service as mutually agreed to by the parties. Milstein has contractually agreed to restrict its ability to convert the Milstein Debenture such that the number of shares of the Company common stock held by each of Milstein and his affiliates after such conversion does not exceed 4.99% of the Company’s then issued and outstanding shares of Common Stock. The conversion feature of the Milstein Debenture contains a variable conversion rate. As a result, we have classified the conversion feature as a derivative liability in the consolidated financial statements. At issue, we have recorded a conversion feature liability of $399,125. The value of the conversion feature liability was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.25%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 418%; and (4) an expected life of 2 years. The Company has allocated $200,000 to debt discount, to be amortized over the life of the debt, with the balance of $199,125 being charged to expense at issue. During the three and six months ended February 28, 2013 we recorded additions to our derivative conversion liabilities related to the conversion feature attributable to interest accrued during the year. These additions aggregated $133,152 and $231,920 for the three and six months ended February 28, 2013, respectively, which has been charged to interest expense. As of February 28, 2013 the fair value of the conversion features subject to derivative accounting was $4,943,816. The value of the conversion features as of February 28, 2013 was determined using the Black-Scholes method based on the following weighted average assumptions: (1) risk free interest rates of 0.16%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 388%; and (4) an expected life of the conversion features of 1.11 years.

CLICKER INC. 10-Q