Edgar Filing: CLICKNSETTLE COM INC

U.S. 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): September 26, 2007

clickNsettle.com, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware 0-21419 23-2753988
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number Identification No.)

4400 Biscayne Boulevard, Suite 950
Miami, Florida 33137
(Address of principal executive offices)

(305) 573-4112
(Registrant's Telephone Number)

990 Stewart Avenue, First Floor
Garden City, New York 11530
(Former name, former address and former fiscal year,
if changed since last report)

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CRFR 230.425)

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

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

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

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Following the purchase of control described in Item 5.01 of this Current
Report on Form 8-K and after the resignation of directors and officers described
in Item 5.02 of this Current Report on Form 8-K, clickNsettle.com, Inc., a
Delaware corporation (the "Registrant" or the "Company") issued 44,921,052
shares of its common stock, par value $.001 per share, to the persons who
purchased control of the Registrant on September 26, 2007 (the "New Control
Group"). The total offering price for these restricted securities was
$1,567,000. The Registrant claims exemption from registration of these
securities pursuant to Section 4(2) of the Securities Act of 1933. Each
purchaser of these restricted securities is an "accredited investor" as that
term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933 and
is also a purchaser within the New Control Group.

The Company has not made any unregistered sales of equity securities during
the past three years.

Item 5.01 CHANGES IN CONTROL OF REGISTRANT

On September 26, 2007, the New Control Group, headed by Glenn L. Halpryn of
Miami, Florida, and Steven Jerry Glauser of Denver, Colorado, purchased 51.65%
of the outstanding common stock of the Registrant from five shareholders of the
Registrant pursuant to the terms of a stock purchase agreement dated September
26, 2007. Including the restricted securities issued by the Registrant for
working capital following the purchase of control, the New Control Group
beneficially owns 90.75% of the outstanding shares of the Registrant. The total
consideration paid for the purchase of the shares from the five shareholders was
$585,000. The total consideration paid for the purchase of the restricted shares
from the Registrant was $1,567,000. The investors in the New Control Group used
their personal funds to purchase the shares. Control of the Registrant was
previously held by five shareholders, four of whom were officers and directors
of the Registrant, who owned in the aggregate 51.65% of the Registrant's issued
and outstanding shares and who sold control to the New Control Group.

THE BUSINESS

The Company provided alternative dispute resolution services from 1992 to
2005. Since 2005 the Company has not had an operating business.

PLAN OF OPERATION

The New Control Group intends to effect a merger, acquisition or other
business combination with an operating company, but such operating company has
not been identified. Although the Company believes that it will be successful in
consummating a business combination with an operating company, there can be no
assurances that the Company will enter into such a transaction in the near
future or on terms favorable to the Company.

PROPERTY

The Company currently maintains, at no cost to the Company, its executive
offices in approximately 600 square feet of office space located at 4400
Biscayne Boulevard, Suite 950, Miami, Florida 33137. The office space

is leased by companies that are affiliated with Glenn L. Halpryn. Neither Mr.
Halpryn nor his affiliated companies charge the Company for the use of this
office space.

SECURITY OWNERSHIP

The following table sets forth information known to the Company with
respect to the beneficial ownership of its Common Stock as of September 27, 2007
by (i) each stockholder known by the Company to own beneficially more than 5% of
the outstanding Common Stock, (ii) each person expected to be an executive
officer of the Company, (iii) each person expected to be a director of the
Company, and (iv) all directors and executive officers as a group. As of
September 27, 2007, there were 55,150,265 shares of Common Stock outstanding.

Name and Address Shares of Common Stock Percent
of Beneficial Owner Beneficially Owned Owned
------------------------------------------------------------------

Glenn L. Halpryn 5,319,474 9.7%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137

Steven Jerry Glauser 6,735,870 12.2%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137

Ernest M. Halpryn 5,262,672 9.5%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137

Stephen Bittel 4,096,044 7.4%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137

Noah Silver 1,679,604 3.1%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137

Alan Jay Weisberg 502,401 0.9%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137

Curtis Lockshin 90,960 0.2%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137

All Officers and 7,592,439 13.8%
Directors as a Group

Total Shares Outstanding
as of September 27, 2007 55,150,265

It is expected that Glenn L. Halpryn, Alan Jay Weisberg, Noah Silver and
Curtis Lockshin will be elected directors and officers, and their stock
ownership is included in the table above.

EXECUTIVE COMPENSATION

It is not currently anticipated that any executive officer will be
compensated for his services in such executive capacity.

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S COMMON STOCK

The Company's Common Stock is traded on the Over-the-Counter Bulletin Board
under the symbol "CLIK".

The following table sets forth, for the periods indicated, the range of
high and low closing bid prices, as reported by the National Quotations Bureau
and the Over-The-Counter Bulletin Board. Quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not represent actual
transactions.

Common Stock Closing Bid High Low
---------------------------------- ------------- ------------

Fiscal Year 2007
First quarter (7/1/06-9/30/06) $0.09 $0.06
Second quarter (10/1/06-12/31/06) 0.10 0.07
Third quarter (1/1/07-3/31/07) 0.22 0.06
Fourth quarter (4/1/07-6/30/07) 0.12 0.07

Fiscal Year 2006
First quarter (7/1/05-9/30/05) $0.15 $0.13
Second quarter (10/1/05-12/31/05) 0.15 0.08
Third quarter (1/1/06-3/31/06) 0.10 0.07
Fourth quarter (4/1/06-6/30/06) 0.09 0.07

The Company has not paid any cash dividends on its stock and does not
anticipate paying any such cash dividends in the foreseeable future.

As of August 23, 2007, prior to the change of control there were
approximately 396 holders of record of the Company's common stock with 9,929,212
shares issued and outstanding.

LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

INDEMNIFICATION OF DIRECTORS

The Company's Certificate of Incorporation provides for indemnification of
directors.

ITEM 5.02 APPOINTMENT OF CERTAIN OFFICERS

On September 26, 2007 in connection with the change of control, all of the
Company's officers and directors resigned and Glenn L. Halpryn was appointed
Acting Chief Executive Officer of the Company and Alan Jay Weisberg was
appointed the Acting Chief Financial Officer of the Company.

On September 26, 2007, the following persons were appointed directors of
the Company to fill vacancies created by directors who resigned in connection
with the change of control:

Glenn L. Halpryn
Alan Jay Weisberg
Noah M. Silver
Curtis Lockshin

Glenn L. Halpryn. Mr. Halpryn was Chairman of the Board and Chief Executive
Officer of Orthodontix, Inc., a public company, from April 2001 until
Orthodontix merged with Protalix BioTherapeutics, Inc. in December 2006. Since
December 2006 Mr. Halpryn has been Chairman of the Board and Chief Executive
Officer of Getting Ready Corporation, a shell company traded on the OTC
Bulleting Board. Mr. Halpryn is also Chief Executive Officer and a director of
Transworld Investment Corporation ("TIC"), serving in such capacity since June
2001. Since 2000, Mr. Halpryn has been an investor and the managing member of
investor groups that were joint venture partners in 26 land acquisition and
development projects with one of the largest home builders in the country. From
1984 to June 2001, Mr. Halpryn served as Vice President/Treasurer of TIC. From
1999, Mr. Halpryn also served as Vice President of Ivenco, Inc. ("Ivenco") until
Ivenco's merger into TIC in June 2001. In addition, since 1984, Mr. Halpryn has
been engaged in real estate investment and development activities. From April
1988 through June 1998, Mr. Halpryn was Vice Chairman of Central Bank, a Florida
state-chartered bank. Since June 1987, Mr. Halpryn has been the President of and
beneficial holder of stock of United Security Corporation ("United Security"), a
broker-dealer registered with the NASD. From June 1992 through May 1994, Mr.
Halpryn served as the Vice President, Secretary-Treasurer of Frost Hanna Halpryn
Capital Group, Inc., a "blank check" company whose business combination was
effected in May 1994 with Sterling Healthcare Group, Inc. From June 1995 through
October 1996, Mr. Halpryn served as a member of the Board of Directors of
Sterling Healthcare Group, Inc. Since October 2002, Mr. Halpryn has been a
director of Ivax Diagnostics, Inc., a publicly held corporation, and is a member
of its audit committee and chairman of its compensation committee.

Alan Jay Weisberg. Mr. Weisberg is the Chief Financial Officer of Getting
Ready Corporation. Mr. Weisberg was the Acting Chief Financial Officer of
Orthodontix, Inc. from 1999 until December 2006 and a director and the Treasurer
of Orthodontix, Inc. from 2001 until December 2006. Since July 1986, Mr.
Weisberg has been a stockholder in the accounting firm of Weisberg Brause & Co.,
Boca Raton, Florida. Mr. Weisberg has been the principal financial officer of
United Security since June 1987.

Noah M. Silver. Mr. Silver is Vice President, Secretary, Treasurer and a
Director of Getting Ready Corporation. Mr. Silver was a director of Orthodontix,
Inc. from 2001 until December 2006. Mr. Silver has been the Chief Financial
Officer of TIC since June 2001, a firm in which Mr. Halpryn is the Chief
Executive Officer and a director. From March 2000, Mr. Silver served as the
Chief Financial Officer of Ivenco, serving in such capacity until Ivenco's
merger into TIC in June 2001. From January 1997 through February 1999, Mr.
Silver was the President of Dryclean USA, Florida Division, and Dryclean USA
Franchise Company. From April 1995 through December 1996, Mr. Silver was the
Florida Division Controller and Vice President of Dryclean USA, the parent
company of Dryclean USA, Florida Division. Mr. Silver is a Certified Public
Accountant and a Certified Management Accountant and has earned a Master of
Accounting Degree.

Curtis Lockshin. Dr. Lockshin is a Director of Getting Ready Corporation.
Since 2003, Dr. Lockshin has been an independent pharmaceutical & life sciences
consultant, focused on small companies that seek to leverage their technology
assets inside healthcare, biotechnology and security sectors. At Sepracor Inc.
from 1998 to 2002, as a Scientist, Associate Director, and Director of Discovery
Biology & Informatics, Dr. Lockshin was instrumental in establishing the New
Leads program, which delivered novel chemical entities into the preclinical
pipeline. In 2002-2003, while Director of Discovery Biology at Beyond Genomics,
Inc., Dr. Lockshin co-developed strategies for utilizing proprietary technology
platforms in clinical trial optimization and prediction of off-target drug
activities. Dr. Lockshin's current activities include a program management
engagement with 3rd Millennium Inc. (Waltham, MA) and a business development
engagement with TelAztec LCC (Burlington, MA). Since 2004, Dr. Lockshin has
served on the Board of Directors of the Ruth K. Broad Biomedical Research
Foundation, a Duke University support corporation, which supports basic research
related to Alzheimer's disease and neurodegeneration via intramural, extramural,
and international grants. Dr. Lockshin was a director of Orthodontix, Inc. from
July until December 2006. Dr. Lockshin is a co-inventor on several U.S. patents
and applications covering pharmaceuticals, biomaterials, and optics for remote
biochemical sensing. He holds a Bachelor's degree in Life Sciences and a PhD in
Biological Chemistry, both from the Massachusetts Institute of Technology.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

INDEX TO EXHIBITS

Exhibit Number Description

99 Press Release dated September 26, 2007

clickNsettle.com, Inc.

INDEX TO FINANCIAL STATEMENTS

Pages

Report of Independent Registered Public Accounting Firm F-2

Financial Statements

Balance Sheet F-3

Statements of Operations F-4

Statements of Changes in Stockholders' Equity F-5

Statements of Cash Flows F-6

Notes to Financial Statements F-7 - F-13

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors
clickNsettle.com, Inc.

We have audited the accompanying balance sheet of clickNsettle.com, Inc. (the
"Company") as of June 30, 2007 and the related statements of operations, changes
in stockholders' equity, and cash flows for each of the years in the two-year
period then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of clickNsettle.com, Inc. as of
June 30, 2007 and the results of their operations and their cash flows for each
of the years in the two-year period then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 2 to the
financial statements, the Company has no operating business. Currently, the
Company is actively searching for a new operating business to acquire or to
enter into a merger transaction. There can be no assurances that an operating
entity will be acquired or that a merger transaction will be consummated. As a
result, there is substantial doubt about the Company's ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ BP AUDIT GROUP, PLLC

Farmingdale, New York
September 18, 2007

F-2

clickNsettle.com, Inc.
BALANCE SHEET

June 30, 2007

Assets

Current assets:
Cash and cash equivalents $ 82,097
Prepaid expenses and other current assets 5,013
----------
Total current assets $ 87,110
==========

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable $ 3,702
Accrued expenses and other liabilities 22,127
----------
Total current liabilities $ 25,829
----------

Commitments and Contingencies (See Notes)

Stockholders' equity:
Preferred stock; $.001 par value; 5,000,000 shares authorized;
0 shares issued
Common stock; $.001 par value; 300,000,000 shares authorized;
10,181,704 shares issued $ 10,18
Additional paid-in capital 10,232,55
Accumulated deficit (10,097,54
Common stock in treasury at cost, 252,492 shares (83,91
----------
Total stockholders' equity $ 61,28
----------
$ 87,11
==========

The accompanying notes are an integral part of these statements.

F-3

clickNsettle.com, Inc.
STATEMENTS OF OPERATIONS

Years Ended
June 30,
------------------------------
2007 2006
----------- -----------

Net revenues $ -- $ --

General and administrative expenses 79,802 98,176

Interest and investment income 4,358 5,372
----------- -----------
Net Loss $ (75,444) $ (92,804)
=========== ===========
Net loss per common share -
basic and diluted $ (0.01) $ (0.01)
=========== ===========

Weighted average shares outstanding -
basic and diluted 9,929,212 9,929,056
=========== ===========

The accompanying notes are an integral part of these statements.

F-4

clickNsettle.com, Inc.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the Years Ended June 30, 2007 and 2006

Additional Common Total
Common Stock Paid in Accumulated Stock in Stockholders'
Shares Amount Capital Deficit Treasury Equity
---------- -------- ----------- ------------- ----------- ---------------

Balances at July 1, 2005 10,181,554 $10,182 $10,179,757 $(9,929,292) $ (83,918) 176,729

Imputed contribution of capital
for accounting services provided by
principal shareholder 33,000 33,000

Net loss (92,804) (92,804)
---------- ------- ----------- ------------ ----------- ---------

Balances at June 30, 2006 10,181,554 10,182 10,212,757 (10,022,096) (83,918) 116,295

Increase in shares issued due to
reconciliation with transfer agent 150

Imputed contribution to capital
for accounting services provided by
principal shareholder 19,800 19,800

Net loss (75,444) (75,444)
========== ======= =========== ============ =========== =========

Balances at June 30, 2007 10,181,704 $10,182 $10,232,557 $(10,097,540) $ (83,918) 61,281

The accompanying notes are an integral part of the financial statements.

F-5

clickNsettle.com, Inc.
STATEMENTS OF CASH FLOWS

Years Ended
June 30,
----------------------------
2007 2006
------------ ------------

Cash flows from operating activities
Net Loss $ (75,444) $ (92,804)

Adjustments to reconcile net loss to net
cash used in operating activities

Imputed contribution to capital for accounting
services provided by principal shareholder 19,800 33,000

Changes in operating assets and liabilities
Decrease in prepaid expenses and other current assets 7,265 14,310

Decrease in amount due to related party buyer of
discontinued operations (620,798)

(Increase) decrease in accounts payable, accrued
expenses and other liabilities 1,256 (75,172)
------------ ------------
Net cash used in operating activities and net
decrease in cash and cash equivalents $ (47,123) $(741,464)

Cash and cash equivalents at beginning of year 129,220 870,684
------------ ------------

Cash and cash equivalents at end of year $ 82,097 $ 129,220
============ ============

The accompanying notes are an integral part of these statements.

F-6

clickNsettle.com, Inc.

Notes to Financial Statements

June 30, 2007 and 2006

1. Organization and Basis of Presentation

clickNsettle.com, Inc. ("CLIK") previously provided a broad range of
Alternative Dispute Resolution ("ADR") services, primarily arbitrations and
mediations, principally in the United States. CLIK incorporated on January 12,
1994 and began operations on February 15, 1994. On October 31, 1994, the
predecessor operating company, which was primarily owned by CLIK's Chief
Executive Officer, was acquired by and became a wholly-owned subsidiary of CLIK.
The transaction was accounted for as a transfer of assets between companies
under common control, with the assets and liabilities of the predecessor
operating company combined with those of CLIK at their historical carrying
values. The predecessor operating company also provided a broad range of ADR
services, including arbitrations and mediations. The predecessor operating
company began operations in March 1992.

Prior to January 1, 2006, the accompanying financial statements of
clickNsettle.com, Inc. included the accounts of its wholly-owned subsidiaries,
Michael Marketing LLC and clickNsettle.com LLC (collectively referred to herein
as the "Company"). As of January 1, 2006, the Company transferred ownership of
its wholly-owned subsidiary, Michael Marketing LLC, to National Arbitration and
Mediation, Inc. ("NAMI") (see Note 2 below). Such subsidiary was inactive and
had no operations or net assets. Previously, the Company dissolved its
wholly-owned subsidiary, clickNsettle,com LLC, as it was also inactive and had
no operations or net assets. As such, the Company no longer owns any
subsidiaries or has any operations. There is substantial doubt about the
Company's ability to continue as a going concern. See Note 2.

2. Going Concern

On January 13, 2005, the Company sold the assets of its dispute resolution
business (the "ADR business") to NAMI, a company owned by the Company's Chief
Executive Officer, Roy Israel. In consideration, NAMI assumed all current and
future liabilities and commitments of the ADR business. Specifically, the
Company was released from its lease agreements for office space in Great Neck
and Brooklyn, New York and from its employment agreements with its President and
Chief Financial Officer. Additionally, NAMI paid all the remaining payments on
leases of a Company automobile and of a postage meter. The Company remained
contingently liable for payables and other obligations assumed by NAMI of
approximately $20,380 as of June 30, 2007. See Note 8.

The liabilities and assets other than cash were transferred to NAMI as of
January 13, 2005, while the cash balances were transferred thereafter. As such,
the Company incurred interest expense on the unpaid balance. The interest rate
charged was equal to the interest rate earned on invested balances. The cash
balances were fully transferred from the Company to NAMI during the period from
August 2005 through February 2006. The interest

F-7

charge for the year ended June 30, 2006 was $3,250. Since the consummation of
the sale, the Company has no operating business. Currently, the Company is
actively searching for a new operating business to acquire or to enter into a
merger transaction. There can be no assurances that an operating entity will be
acquired or that a merger transaction will be consummated. The Company's
controlling shareholders have signed a letter of intent with a third party for
the sale of their common stock. If a sale is consummated, a change in control of
the Company would result. If a sales agreement is executed, it is expected that
the Company will seek to increase its authorized common shares and effect a
reverse stock split. The purchaser, a non-operating entity, intends to effect a
merger with, or an acquisition of, an operating company at a later date. No
acquisition target has been identified at this time. There is no assurance that
the stock sale will be completed, or if completed, that the post-stock sale
transaction company will be able to effectuate a merger with, or an acquisition
of, an operating company.

As a result of continued losses, limited cash and other resources and the
uncertainty as to the Company's ability to effect a merger or a similar
transaction with the intent to acquire a different operating business, there is
substantial doubt about the Company's ability to continue as a going concern.
The accompanying financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.

3. Summary of Significant Accounting Policies

A summary of the significant accounting and reporting policies applied on a
consistent basis which conforms with accounting principles generally accepted in
the United States of America follows:

a. Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the revenues and expenses during the
reporting period. Actual results may differ from those estimates.

b. Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and money market
funds. The Company considers all unrestricted highly liquid investments
purchased with a maturity of less than three months to be cash equivalents.

c. Income Taxes

The Company follows the asset and liability method of accounting for
income taxes by applying statutory tax rates in effect at the balance sheet date
to differences between the book and tax bases of assets and liabilities. The
resulting deferred tax liabilities or assets are adjusted to reflect changes in
tax laws or rates by means of charges or credits to income tax

F-8

expense. A valuation allowance is recognized to the extent a portion or all of a
deferred tax asset may not be realizable.

d. Loss Per Common Share

Basic loss per share is based on the weighted-average number of common
shares outstanding without consideration of potential common stock. Diluted loss
per share is based on the weighted-average number of common and potential common
shares outstanding. The calculation takes into account the shares that may be
issued upon exercise of stock options, reduced by the shares that may be
repurchased with the funds received from the exercise, based on the average
price during the period. Diluted loss per share is the same as basic loss per
share, as potential common shares of 213,990 and 448,974, at June 30, 2007 and
2006, respectively, would be antidilutive as the Company incurred net losses for
the years ended June 30, 2007 and 2006.

e. Effect of Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard No. 123R, Share-based Payment
("SFAS No. 123R"). SFAS No. 123R established standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods and
services. This statement focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment transactions.
SFAS No. 123R requires that the fair value of such equity instruments be
recognized as an expense in the historical financial statements as services are
performed. Prior to SFAS No. 123R, only certain pro-forma disclosures of fair
value were required. The Company adopted SFAS No. 123R as of July 1, 2006. The
adoption of this statement did not have a material impact on the financial
statements of the Company as the Company has not issued any stock options since
June 30, 2004. Additionally, the Company's Incentive and Nonqualified Stock
Option Plan automatically terminated on April 1, 2006 and therefore no
additional options may be issued pursuant to this plan.

In June 2006, the FASB issued Financial Accounting Standards Board
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109" ("FIN 48"). The interpretation
clarifies the accounting for uncertainty in income taxes recognized in a
company's financial statements in accordance with FASB Statement No. 109,
"Accounting for Income Taxes." Specifically, the pronouncement prescribes a
recognition threshold and a measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. The interpretation also provides guidance on the related
de-recognition, classification, interest and penalties, accounting for interim
periods, disclosure and transition of uncertain tax positions. The
interpretation is effective for the Company's fiscal year 2008 financial
statements. The adoption of this interpretation is not expected to have a
material impact on the financial statements of the Company.

In September 2006, the U.S. Securities and Exchange Commission (the "SEC")
issued Staff Accounting Bulletin ("SAB") No. 108, which expresses the views of
the SEC staff regarding the process of quantifying financial statement
misstatements. SAB No. 108 provides guidance on the consideration

F-9

of the effects of prior year misstatements in quantifying current year
misstatements for the purpose of a materiality assessment. The Company adopted
SAB No. 108 as of June 30, 2007. The adoption of this statement did not have a
material impact on the financial statements of the Company.

4. Comprehensive Loss

There are no items of comprehensive loss other than net loss.

5. Income Taxes

Temporary differences which give rise to deferred taxes are summarized as
follows:

2007 2006
----------- -----------

Deferred tax assets
Net operating, capital and other loss
carryforwards $ 3,525,800 $ 3,494,400
Other -- 43,000
----------- -----------
Net deferred tax assets before
valuation allowance 3,525,800 3,537,400

Valuation allowance (3,525,800) (3,537,400)
------------ -----------
Net deferred tax asset $ -- $ --
============ ===========

The Company has recorded a full valuation allowance to reflect the
estimated amount of deferred tax assets which may not be realized.

The Company's effective income tax rate differs from the statutory federal
income tax rate as a result of the following:

2007 2006
---------- ----------

Benefit at statutory rate $ (25,651) $ (31,553)
State and local benefit, net of federal tax (3,338) (5,568)
Nondeductible expenses and other-net 40,589 (71,979)
(Decrease) increase in the valuation allowance (11,600) 109,100
---------- ----------
$ -- $ --
========== ==========

F-10

At June 30, 2007, the Company had a net operating loss carryforward for
federal income tax reporting purposes amounting to approximately $9,040,450,
expiring from 2012 through 2027. Additionally, the Company has a net capital
loss carryforward for federal income tax reporting purposes at June 30, 2007 of
approximately $231,161 which expires from 2008 through 2009. No income taxes
were paid in the years ended June 30, 2007 and 2006.

Under current tax law, the utilization of net operating losses will be
restricted if significant changes in the Company's ownership were to occur. In
addition, their use is limited to future earnings of the Company.

6. Stockholders' Equity

a. Preferred Stock

The Company's Board of Directors has authorized 5,000,000 shares of
$.001 par value preferred stock.

b. Common Stock

On January 31, 2007, the Company filed a Certificate of Amendment of
Certificate of Incorporation with the Secretary of the State of Delaware,
pursuant to which the Company increased the number of authorized shares of its
common stock from 25 million to 300 million. In January 2005, the Company's
shareholders had authorized the Board of Directors, in their sole discretion, to
make such an increase. The Board of Directors believed it was appropriate to do
so in order to facilitate a merger transaction or to acquire a different
operating business which the Company has been seeking.

c. Treasury Stock

As of June 30, 2007, the Company had an aggregate of 252,492 treasury
shares, with a total cost of $83,918.

d. Stock Option Plan

The Company previously had an Incentive and Nonqualified Stock Option
Plan (the "Plan") that terminated on April 1, 2006.

In accordance with the Plan, all unvested employee stock options
vested as of the date of the sale of the ADR business on January 13, 2005. As
the Company did not retain any employees subsequent to the sale, all employee
options expired at the close of business on April 13, 2005 unless they were
exercised prior thereto. Accordingly, the only options outstanding subsequent to
April 13, 2005 are those that had been granted to directors, consultants and
advisors.

The Company's stock option awards granted to employees, directors and
consultants as of and for the years ended June 30, 2007 and 2006 are summarized
as follows:

F-11

2007 2006
--------------------- ---------------------
Weighted- Weighted-
average average
exercise exercise
Shares price Shares price
--------- ------- ------- --------

Outstanding at beginning of year 448,974 $ 1.42 448,974 $ 1.42
Awards granted -- -- -- --
Awards exercised -- -- -- --
Awards canceled/forfeited (234,984) $ 2.44 -- --
--------- ------- ------- ------
Outstanding at end of year 213,990 $ 0.30 448,974 $ 1.42
========= ======= ======= ======
Options exercisable at year-end 213,990 $ 0.30 448,974 $ 1.42
========= ======= ======= ======

Weighted-average fair value of
Options granted during the year

The following information applies to options outstanding and exercisable at
June 30, 2007:

Outstanding Exercisable
------------------------------- ----------------------
Weighted-
average Weighted- Weighted-
remaining average average
Range of exercise Number life in exercise Number exercise
Prices outstanding years price exercisable price
----------------- ----------- --------- --------- ----------- ----------

$ 0.05 - $ 0.11 150,000 6.50 $ 0.08 150,000 $ 0.08
$ 0.15 - $ 0.20 39,990 4.62 $ 0.18 39,990 $ 0.18
$ 0.78 - $ 1.13 9,000 1.56 $ 0.93 9,000 $ 0.93
$ 2.47 15,000 3.00 $ 2.47 15,000 $ 2.47
----------- -----------
213,990 213,990
=========== ===========

Stock option awards were granted at prices equal to or above the closing
bid price on the date of grant. No options were granted during the years ended
June 30, 2007 and 2006. No options were exercised during the years ended June
30, 2007 and 2006. As of June 30, 2007, there were no shares available for
granting of options under the Plan as the plan automatically terminated on
April 1, 2006.

F-12

The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option pricing model.

e. Common Stock Reserved

At June 30, 2007, 213,990 shares are reserved for issuance of common
stock for the remaining options still outstanding and exercisable. See Note 6(d)
above.

7. Transactions with Related Parties

On January 13, 2005, the Company sold its ADR business to NAMI, a company
owned by the Company's chief executive officer, Roy Israel. See Note 2.

As part of the agreement of sale, NAMI agreed to contribute accounting
services to the Company after the sale of the ADR business. The value of
services performed during the years ended June 30, 2007 and 2006 was $19,800 and
$33,000, respectively. Charges of such amounts have been imputed to general and
administrative expenses in the accompanying statements of operations with
equivalent offsets to additional paid-in capital.

8. Commitments and Contingencies

In connection with the sale of the ADR business, NAMI assumed the current
and future commitments of the Company. Specifically, the Company was released
from its lease agreements for office space in Great Neck and Brooklyn, New York
and from its employment agreements with its President and Chief Financial
Officer. To the extent that the Company was not released from its commitments,
NAMI has guaranteed any and all payments arising therefrom. The Company remained
contingently liable for payables and assumed obligations of NAMI of
approximately $20,380 as of June 30, 2007.

9. Estimated Fair Value of Financial Instruments

As of June 30, 2007, the Company's financial instruments included cash and
cash equivalents, accounts payable and accrued expenses. The fair values of
these cash and cash equivalents, accounts payable and accrued expenses
approximated carrying values because of the short-term nature of these items.

10. Credit Concentrations

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash equivalents.

The Company's cash and cash equivalents at North Fork Bank consist
primarily of demand deposits and a money market fund. As of June 30, 2007, such
amounts on deposit were within the federally insured limits. Additionally, the
Company maintains other money market accounts at Merrill Lynch, Pierce, Fenner &
Smith Inc. This institution insures such balances against its financial failure.
Additionally, the Securities Investor Protection Corporation protects securities
in the account up to $500,000. As of June 30, 2007, the Company's cash and cash
equivalents were within these insured limits.

F-13

SIGNATURE

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 thereunto duly authorized.

clickNsettle.com, Inc.
(Registrant)

Dated: October 1, 2007 By: /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Acting Chief Executive Officer