U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2007
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________ to __________
Commission File No. 0-21419
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clickNsettle.com, Inc.
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(Exact name of small business issuer as specified in its
charter)
Delaware 23-2753988
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4400 Biscayne Boulevard, Suite 950
Miami, Florida 33137
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(Address of principal executive offices)
(305) 573-4112
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(Issuer's Telephone Number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 []
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [X] No []
On November 9, 2007, the number of shares of outstanding Common Stock of
the issuer was 55,402,762.
Transitional Small Business Disclosure Format (check one) Yes [] No [X]
clickNsettle.com, Inc.
FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2007
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis or Plan of Operation 1
Item 3. Controls and Procedures 3
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 4
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds 4
Item 3. Defaults upon Senior Securities 4
Item 4. Submission of Matters to a Vote of Security Holders 4
Item 5. Other Information 4
ITEM 6. Exhibits 4
SIGNATURES 5
INDEX TO FINANCIAL STATEMENTS F-1
EXHIBIT INDEX 6
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited, condensed financial statements included herein,
commencing at page F-1, have been prepared in accordance with the
requirements of Regulation S-B and, therefore, omit or condense certain
footnotes and other information normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America. In the opinion of management, all adjustments
(including all normal recurring adjustments) necessary for a fair
presentation of the financial information for the interim periods reported
have been made.
Results of operations for the three months ended September 30, 2007, are
not necessarily indicative of the results of operations expected for the year
ending June 30, 2008.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion with regard to our financial condition and
operating results contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current plans and expectations of clickNsettle.com,
Inc. (the "Company" or "CLIK") and involve risks and uncertainties that could
cause actual future activities and results of operations to be materially
different from those set forth in the forward-looking statements. Important
factors that could cause actual results to differ include, among others, our
inability to consummate an acquisition of an operating business or, in the
event that we do consummate a transaction, our ability to successfully manage
and operate the combined business.
The discussion of our financial condition and plan of operation should
be read in conjunction with our unaudited, condensed financial statements and
notes thereto included elsewhere in this Report and the Company's Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission.
CRITICAL ACCOUNTING POLICIES
Please refer to our Annual report on Form 10-KSB for a discussion of our
critical accounting policies, which include income taxes and valuation
allowance. There have been no changes to these policies during the three
months ended September 30, 2007.
FINANCIAL RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007
For the quarter ended September 30, 2007, we recorded a net loss of
approximately $92,800 or less than $0.01 per share. Included in the
financial results for the quarter ended September 30, 2007, were professional
fees of approximately $91,300 and general and administrative expenses of
approximately $2,800, which together constituted our total operating
expenses. Our operating expenses increased in this quarter as a result of
the change of control of the Company that occurred on September 26, 2007. We
had interest income of approximately $1,300 during the quarter.
1
For the three months ended September 30, 2006, the Company recorded a
net loss of approximately $25,100 or less than $0.01 per share. The
Company's operating expenses for the three months ended September 30, 2006,
were approximately $26,400, which was the amount spent to maintain CLIK as a
public company. Interest income during the three months ended September 30,
2006 was also approximately $1,300.
We do not expect to generate operating revenues or income until such
time as we effect a business combination with an operating company. However,
in the event that we do consummate a merger or acquire an operating company,
there can be no assurances that the combined operation will operate
profitably.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2007, the Company had cash of approximately
$1,543,500, following the change of control and the Company's sale of
restricted securities to the new investors. The Company's liabilities at
September 30, 2007 were approximately $92,400, consisting of items in
connection with the change of control that were paid after the end of the
quarter. The Company's cash is invested in money market accounts. We
anticipate that the primary uses of working capital will include general and
administrative expenses, professional fees to maintain CLIK as a reporting
company, and costs associated with seeking to locate and consummate a
business combination. We believe that we have sufficient funds to cover our
expenses for at least the next twelve months.
PLAN OF OPERATION
Management of the Company will devote its efforts to consummating a
merger or acquisition with an operating business. In the event that we
identify an acceptable operating business, we will effect the transaction
utilizing any combination of our common stock, cash on hand, or other funding
sources that we reasonably believe are available. We currently have no
contractual commitments with regard to effecting an acquisition or other
business combination with an operating company.
Management of the Company also manages another publicly-traded shell for
which a business combination is being sought. As acceptable operating
businesses are identified, management will determine which public shell is
the appropriate vehicle for the proposed business combination. Although we
believe that we will be successful in consummating a business combination
with an operating company, there can be no assurances that we will enter into
such a transaction in the near term or on terms favorable to the Company, or
that other funding sources will be available.
RISK FACTORS
We face risks. These risks include those described below and may
include additional risks of which we are not currently aware or which we
currently do not believe are material. If any of the events or circumstances
described in the following risks actually occur, our financial condition or
results of operations could be adversely affected. These risks should be
read in conjunction with the other information set forth in this report.
2
WE DO NOT HAVE AN OPERATING BUSINESS, AND, IF THE COMPANY ACQUIRES A NEW
BUSINESS, OUR SHAREHOLDERS WILL SUFFER SIGNIFICANT DILUTION.
On January 13, 2005, the Company sold its ADR business. We are
searching for an operating entity to acquire or with which to enter into a
merger transaction. There can be no assurances that an operating company
will be acquired or that a merger transaction will be consummated. Also, the
Company's cash may not be sufficient to acquire a new operating business or
to enter into a merger transaction. In addition, if we acquire a new
operating business or enter into a merger transaction, we expect that the
transaction will be accomplished through the issuance of stock of the
Company, resulting in significant dilution to existing shareholders.
WE HAVE NO REVENUES, BUT WE INCUR COSTS AND EXPENSES.
CLIK has not had any revenue since January 13, 2005. If we do not
acquire another operating business, we cannot generate revenues. Moreover,
we will continue to incur costs for our public reporting obligations. It is
likely that in order to acquire a new operating business or to enter into a
merger transaction, significant costs will be incurred. There can be no
assurances that the cash on hand will be sufficient to cover such costs.
OUR COMMON STOCK IS TRADED ON THE NASD OTC ELECTRONIC BULLETIN BOARD AND IS
SUBJECT TO THE PENNY STOCK RULES.
Trading in our securities has been conducted in the over-the-counter
market on the NASD's OTC Electronic Bulletin Board. As a result, an investor
may find it more difficult to purchase, dispose of and obtain accurate
quotations as to the value of our securities.
In addition, as the trading price of our common stock has been less than
$5.00 per share, trading in our stock is also subject to the requirements of
Rule 15g-9 under the Securities Exchange Act of 1934. Under that rule,
broker/dealers who recommend such low-priced securities to persons other than
established customers and accredited investors must satisfy special sales
practice requirements, including (a) the requirement that they make an
individualized written suitability determination for the purchaser and (b)
the receipt of the purchaser's written consent prior to the transaction.
The Securities Enforcement Remedies and Penny Stock Reform Act of 1990
also requires additional disclosure in connection with any trades involving a
stock defined as a penny stock (generally, any equity security not traded on
an exchange or quoted on the NASDAQ SmallCap Market that has a market price
of less than $5.00 per share), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock market
and the risks associated therewith. Such requirements could severely limit
the market liquidity of our securities and the ability of stockholders to
sell their securities in the secondary market.
ITEM 3. CONTROLS AND PROCEDURES
As of September 30, 2007, the Company's President and Chief Executive
Officer and its Chief Financial Officer evaluated the Company's disclosure
controls and procedures, and they concluded that the Company maintains
effective disclosure controls and procedures.
3
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In connection with the change of control on September 26, 2007, we
sold 44,921,054 shares of restricted common stock, par value $.001 per share,
to the investors who purchased control. This sale provided working capital
for the Company. The total offering price for these restricted securities
was $1,567,000. The Company 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.
These restricted securities, though sold and paid for in September 2007,
were not issued until October 2007, but are included as outstanding
securities in this Form 10-QSB.
The Company has not made any other unregistered sales of equity
securities during the past three years.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) Exhibits.
Exhibit 31.1 Certification of Chief Executive
Officer pursuant to Rule 13a-14(a)
Exhibit 31.2 Certification of Chief Financial
Officer pursuant to Rule 13a-14(a)
Exhibit 32 Certification pursuant to Rule 13a-14(b) and
Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of Section 1350, Title 18, United States Code)
4
SIGNATURES
In accordance with 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: November 13, 2007 By: /s/ Glenn L. Halpryn
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Glenn L. Halpryn
Chairman and President
(Principal Executive Officer)
Dated: November 13, 2007 By: /s/ Alan Jay Weisberg
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Alan Jay Weisberg
Chief Financial Officer
(Principal Financial and
Accounting Officer)
5
INDEX TO FINANCIAL STATEMENTS
Pages
Condensed Balance Sheet as of September 30, 2007 (Unaudited) F-2
Condensed Statements of Operations for the Three Months
Ended September 30, 2007 and 2006 (Unaudited) F-3
Condensed Statement of Changes in Stockholders' Equity for
the Three Months Ended September 30, 2007 (Unaudited) F-4
Condensed Statements of Cash Flows for the Three Months
Ended September 30, 2007 and 2006 (Unaudited) F-5
Notes to Condensed Financial Statements (Unaudited) F-6 - F-11
F-1
clickNsettle.com, Inc.
BALANCE SHEET
(Unaudited)
September 30, 2007
Assets
Current assets:
Cash $1,543,528
Prepaid expenses 3,813
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Total current assets $1,547,341
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Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 74,193
Refundable stock subscription-related party 18,200
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Total current liabilities $ 92,393
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Commitments and Contingencies (See Notes)
Stockholders' equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized;
none issued and outstanding
Common stock, $.001 par value; 300,000,000 shares authorized;
55,402,762 shares issued and outstanding $ 55,403
Additional paid-in capital 11,699,336
Accumulated Deficit (10,190,373)
Less: stock subscription receivable (25,500)
Less: treasury stock (252,502 shares) -- at cost (83,918)
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Total stockholders' equity $ 1,454,948
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Total Liabilities and Stockholders' Equity $ 1,547,341
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The accompanying notes are an integral part of these statements.
F-2
clickNsettle.com, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
September 30,
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2007 2006
Operating Expenses
Professional fees $ 91,326 $ -
General and administrative 2,761 26,392
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Total Operating Expenses 94,087 26,392
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Loss from operations (94,087) (26,392)
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Other Income
Interest Income 1,254 1,318
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Total Other Income 1,254 1,318
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Net Loss $ (92,833) $ (25,074)
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Net loss per share - basic and diluted $ (0.01) $ (0.00)
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Weighted average number of shares
outstanding during the period --
basic and diluted 12,147,837 9,929,212
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The accompanying notes are an integral part of these statements.
F-3
clickNsettle.com, Inc.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
For the Three Months Ended September 30, 2007 and For the Years Ended June 30, 2007 and 2006
Additional Total
Common Stock Paid in Accumulated Treasury Subscription Stockholders'
Shares Amount Capital Deficit Stock Receivable Equity
---------- -------- ----------- ------------- ---------- ------------ -------------
Balance, 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 services provided by
related party - - 19,800 - - - 19,800
Net loss, 2007 - - - (75,444) - - (75,444)
========== ======= =========== ============= =========== ========== ===========
Balance, June 30, 2007 10,181,704 $10,182 $10,232,557 $(10,097,540) $ (83,918) $ - $ 61,281
Issuance of common stock for cash
($0.0349/share) 44,921,054 44,921 1,522,079 - - (25,500) 1,541,500
Issuance of common stock as
finder's fee ($0.001/share) 300,000 300 (300) - - - -
Cash paid as finder's fee - - (55,000) - - - (55,000)
Increase in shares issued due to
reconciliation with transfer agent 4
Net loss for the 3 months ended
September 30, 2007 - - - (92,833) - - (92,833)
---------- -------- ----------- ------------- ---------- ------------ -------------
Balance, September 30, 2007 -
Unaudited 55,402,762 $55,403 $11,699,336 $(10,190,373) $ (83,918) $ (25,500) $1,454,948
The accompanying notes are an integral part of the financial statements.
F-4
clickNsettle.com, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended September 30,
2007 2006
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Cash Flows From Operating Activities
Net Loss $ (92,833) $ (25,074)
Adjustments to reconcile net loss
to net cash used in operations
Contributed services-
former related party - 7,800
Changes in operating assets
and liabilities:
Increase (Decrease) in:
Prepaid asset 1,200 5,279
Increase (Decrease) in:
Accounts payable and
accrued liabilities 48,364 (9,222)
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Net Cash Used in Operating Activities (43,269) (21,217)
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Cash Flows From Financing Activities:
Proceeds from sale of common stock 1,541,500 -
Proceeds from refundable stock
subscription-related party 18,200 -
Cash paid as finder's fee (55,000) -
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Net Cash Provided by Financing Activities 1,504,700 -
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Net Increase (Decrease) in Cash
and Cash Equivalents 1,461,431 (21,217)
Cash at Beginning of Period $ 82,097 $ 129,220
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Cash at End of Period $1,543,528 $ 108,003
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Supplemental disclosure of
cash flow information:
Cash paid for interest $ - $ -
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Cash paid for taxes $ - $ -
============ ============
Supplemental disclosure of non-cash
investing and financing activities:
Stock paid as finder's fee
(300,000) shares) (See Note 3) $ 300 $ 300
============ ============
Stock issued for a subscription
receivable (See Note 3) $ 25,500 $ -
============ ============
The accompanying notes are an integral part of these statements.
F-5
clickNsettle.com, Inc.
Notes to Financial Statements
September 30, 2007
(Unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information. Accordingly, they do
not include all the information and footnotes necessary for a comprehensive
presentation of financial position and results of operations.
It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made that are
necessary for a fair financial statement presentation. The results for the
interim period are not necessarily indicative of the results to be expected
for the year.
For further information, refer to the audited financial statements and
footnotes of the Company for the year ended June 30, 2007, included in the
Company's Form 10-KSB.
2. Nature of Operations and Summary of Significant Accounting Policies
(A) Nature of Operations and Liquidity
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 CLIK's Chief Executive Officer primarily
owned, 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"). Such subsidiary was
inactive and had no operations or net assets. Previously, the Company
dissolved its other 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 and has no operations.
F-6
On September 26, 2007, the Company issued 45,221,054 shares of
restricted common stock in connection with a change in control. (See Note 4)
The accompanying unaudited financial statements have been prepared on
the basis which assumes that the Company will continue to operate as a going
concern and which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. As
reflected in the accompanying financial statements, the Company has a net
loss of $92,833 and net cash used in operations of $43,269, respectively, for
the three months ended September 30, 2007. The Company has positive working
capital of $1,454,948 at September 30, 2007, and has the ability to meet all
obligations due over the course of the next twelve months.
The Company currently intends to effect a merger, acquisition or other
business combination with an operating company utilizing any combination of
its common stock, cash on hand or other funding sources that the Company
believes are available. There can be no assurances that management's efforts
to consummate a merger, acquisition or business combination with an operating
company or management's efforts to identify other funding sources will be
successful.
(B) Use of Estimates
In preparing financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements, and revenues and expenses during the periods
presented. Actual results may differ from these estimates.
(C) Cash and Cash Equivalents
The Company minimizes its credit risk associated with cash by
periodically evaluating the credit quality of its primary financial
institution. The balance at times may exceed federally insured limits. At
September 30, 2007, there was cash maintained in a money market trust account
held by Company's counsel. The balance exceeded the federally insured limit
by $1,388,245.
The Company maintains interest bearing money market accounts and has
recognized related interest income of $1,254 and $1,318 for the three months
ended September 30, 2007 and 2006, respectively.
(D) Net Loss per Share
Basic earnings (loss) per share is computed by dividing the net loss
less preferred dividends for the period by the weighted average number of
shares outstanding. Diluted loss per share is computed by dividing net loss
less preferred dividends by the weighted average number of shares outstanding
including the effect of share equivalents.
At September 30, 2007 and 2006, the Company had outstanding common stock
equivalents consisting of 213,990 and 433,974 stock options that could
potentially dilute loss per share. All common stock equivalents existing at
these dates were antidilutive due to the reported net loss; as such, there
was no separate computation for diluted earnings per share.
F-7
(E) Income Taxes
The Company accounts for income taxes under the liability method in
accordance with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Under this method, deferred income tax assets
and liabilities are determined based on differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.
(F) Segment Information
The Company follows Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information." At
September 30, 2007, the Company only operated in one segment; therefore,
segment information has not been presented.
(G) Recent Accounting Pronouncements
In February 2006, the FASB issued SFAS 155, "Accounting for Certain
Hybrid Financial Instruments" (SFAS 155), which amends SFAS No. 133,
"Accounting for Derivatives Instruments and Hedging Activities" (SFAS 133)
and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities" (SFAS 140). SFAS 155 amends SFAS 133 to
narrow the scope exception for interest-only and principal-only strips on
debt instruments to include only such strips representing rights to receive a
specified portion of the contractual interest or principal cash flows. SFAS
No. 155 also amends SFAS No. 140 to allow qualifying special-purpose entities
to hold a passive derivative financial instrument pertaining to beneficial
interests that it is a derivative financial instrument. The Company adopted
SFAS No. 155 on January 1, 2007 and it did not have a material effect on its
financial position, results of operations or cash flows.
In July 2006, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 48, ("FIN 48") "Accounting for Uncertainty in Income
Taxes -- An Interpretation of SFAS No. 109." This Interpretation provides
guidance for recognizing and measuring certain tax positions, as defined in
FASB No. 109, "Accounting for Income Taxes." FIN 48 prescribes a threshold
condition that a tax position must meet for any of the benefit of an
uncertain tax position to be recognized in the financial statements.
Guidance is also provided regarding de-recognition, classification and
disclosure of uncertain tax positions. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Company does not expect that this
Interpretation will have a material impact on their financial position,
results of operations or cash flows.
In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), Fair Value
Measurements. SFAS 157 clarifies the principle that fair value should be
based on the assumptions that market participants would use when pricing an
asset or liability. Additionally, it established a fair value hierarchy that
prioritizes the information used to develop those assumptions. SFAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. The Company does not expect the adoption of SFAS 157 to
have a material impact on their financial position, results of operations or
cash flows.
F-8
In September 2006, the FASB issued SFAS No. 158 ("SFAS 158"),
"Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)." SFAS
158 requires employers to recognize the under funded or over funded status of
a defined benefit postretirement plan as an asset or liability in its
statement of financial position and to recognize changes in the funded status
in the year in which the changes occur through accumulated other
comprehensive income. Additionally, SFAS 158 requires employers to measure
the funded status of a plan as of the date of its year-end statement of
financial position. The new reporting requirements and related new footnote
disclosure rules of SFAS 158 are effective for fiscal years ending after
December 15, 2006. The new measurement date requirement applies for fiscal
years ending after December 15, 2008. The Company adopted SFAS No. 158 on
January 1, 2007 and it did not have a material effect on its financial
position, results of operations or cash flows.
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
of the effects of prior year misstatements in quantifying current year
misstatements for the purpose of a materiality assessment. The guidance of
this SAB is effective for annual financial statements covering the first
fiscal year ending after November 15, 2006, which is June 30, 2007 for the
Company. The Company adopted SAB No. 108 and it did not have an impact on
the Company's financial position, results of operations or cash flows.
In February 2007, the FASB issued SFAS 159, The Fair Value Option for
Financial Assets and Financial Liabilities, which permits entities to choose
to measure many financial instruments and certain other items at fair value.
The unrealized gains and losses on items for which the fair value option has
been elected should be reported in earnings. The decision to elect the fair
value option is determined on an instrument-by-instrument basis, should be
applied to an entire instrument and is irrevocable. Assets and liabilities
measured at fair values pursuant to the fair value option should be reported
separately in the balance sheet from those instruments measured using other
measurement attributes. SFAS No. 159 is effective as of the beginning of the
Company's 2008 fiscal year. The Company adopted SFAS No. 159 on July 1, 2007
and it is not expected to have a material effect on its financial position,
results of operations or cash flows.
Other accounting standards that have been issued or proposed by the FASB
or other standards-setting bodies do not require adoption until a future date
and are not expected to have a material impact on the financial statements
upon adoption.
(H) Reclassifications
Certain amounts in the year 2006 financial statements have been
reclassified to conform to the year 2007 presentation. These
reclassifications had no effect on the financial position, results of
operations or cash flows.
F-9
3. Refundable Stock Subscription -- Related Party
In connection with the funds raised by a private investor group, the
Company's current CEO paid an additional $18,200 for common stock that was
allocated to other investors. The Company will refund the overpayment during
November 2007.
4. Stockholders' Equity
(A) Stock Issued for Cash
On September 26, 2007, the Company sold 44,921,054 shares of restricted
common stock for $1,567,000 ($0.0349/share). The sale resulted in a change
of control of the Company. Of the total shares sold, the Company recorded a
subscription receivable for $25,500. The subscription was paid on October 2,
2007.
(B) Stock Issued as Finder's Fee
On September 26, 2007, the Company issued 300,000 shares of restricted
common stock having a fair value of $300 as a finder's fee relating to the
Company's change in control. The payment had a net effect on equity of $0,
as additional paid in capital was debited and common stock was credited for
the same balance at par value.
(C) Cash Paid as Finder's Fee
On September 26, 2007, the Company paid $55,000 to an individual as a
finder's fee in connection with the purchase of control by the investor
group.
(D) Stock Options
A summary of stock option activity for the three months ended September
30, 2007 (unaudited) and for the year ended June 30, 2007 is as follows:
Weighted
Average
Number of Exercise
Options Price
Stock Options
Balance at June 30, 2006 448,974 $1.42
Granted - -
Exercised - -
Cancelled/Forfeited (234,984) 2.44
----------- -----------
Balance at June 30, 2007 213,990 $0.30
Granted - -
Exercised - -
Cancelled/Forfeited - -
----------- -----------
F-10
Balance at September 30, 2007 (unaudited) 213,990 $0.30
=========== ===========
Options exercisable at September 30, 2007 213,990 $0.30
=========== ===========
Weighted average fair value of options
granted during 2007 $ -
===========
Outstanding Exercisable
------------------------------------- ---------------------
Number Weighted Number
Outstanding Average Weighted Exercisable Weighted-
at Remaining Average at average
Range of September 30 Contractual Exercise September 30 Exercise
Exercise Price 2007 Life Price 2007 Price
----------------------------------------------------------------------------
$ 0.05-$0.1083 150,000 6.25 yrs. $0.0792 150,000 $0.0792
$ 0.1550-$0.20 39,990 4.37 yrs. $0.1830 39,990 $0.1831
$ 0.7815-$1.125 9,000 1.24 yrs. $0.9342 9,000 $0.9342
$ 2.469 15,000 2.75 yrs. $2.469 15,000 $2.469
----------- ---------- ----------- --------- ---------
$ 0.05-$2.469 213,990 4.54 yrs. $0.3021 213,990 $0.3021
=========== ========== =========== ========= =========
F-11
EXHIBIT INDEX
Exhibit No. Description
31.1 Certification of Chief Executive Officer
pursuant to Rule 13a-14(a)
31.2 Certification of Chief Financial Officer
pursuant to Rule 13a-14(a)
32 Certification pursuant to Rule 13a-14(b) and Section 906
of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Title 18, United States Code).
6
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Glenn L. Halpryn, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
clickNsettle.com, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this quarterly
report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:
a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.
Dated: November 13, 2007 /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Alan Jay Weisberg, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
clickNsettle.com, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this quarterly
report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:
a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.
Dated: November 13, 2007 /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Chief Financial Officer
Exhibit 32
CERTIFICATION PURSUANT TO RULE 13a-14(b) AND SECTION 906 OF THE SARBANES-
OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, TITLE 18, UNITED
STATES CODE)
In connection with the Quarterly Report on Form 10-QSB of
clickNsettle.com, Inc. for the period ended September 30, 2007, as filed with
the Securities and Exchange Commission (the "Report"), we, Glenn L. Halpryn,
Acting Chief Executive Officer of clickNsettle.com, Inc., and Alan Jay
Weisberg, Acting Chief Financial Officer of clickNsettle.com, Inc., hereby
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
clickNsettle.com, Inc.
Dated: November 13, 2007 /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Executive Officer
Dated: November 13, 2007 /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Chief Financial Officer
A signed original of this written statement required by Section 906 has been
provided to clickNsettle.com, Inc. and will be retained by clickNsettle.com,
Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.