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 December 31, 2007
---------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________ to __________
Commission File No. 0-21419
-----------------------------------
clickNsettle.com, Inc.
- ---------------------------------------------------------------------------
(Exact name of small business issuer as specified in its
charter)
Delaware 23-2753988
- ---------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4400 Biscayne Boulevard, Suite 950
Miami, Florida 33137
- ---------------------------------------------------------------------------
(Address of principal executive offices)
(305) 573-4112
- ---------------------------------------------------------------------------
(Issuer's Telephone Number)
- ---------------------------------------------------------------------------
(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 January 31, 2008, the number of shares of outstanding Common Stock of
the issuer was 55,150,260.
Transitional Small Business Disclosure Format (check one) Yes [] No [X]
clickNsettle.com, Inc.
FORM 10-QSB
QUARTER ENDED DECEMBER 31, 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 4
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 5
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds 5
Item 3. Defaults upon Senior Securities 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Item 5. Other Information 5
ITEM 6. Exhibits 5
SIGNATURES 6
INDEX TO FINANCIAL STATEMENTS F-1
EXHIBIT INDEX 7
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 and six months ended December 31,
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 December 31, 2007.
FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2007
For the quarter ended December 31, 2007, we recorded a net loss of
approximately $45,500 or less than $0.01 per share. Included in the
financial results for the quarter ended December 31, 2007, were professional
fees of approximately $27,000 and general and administrative expenses of
approximately $31,900, which together constituted our total operating
expenses. Our operating expenses were less in this quarter than in the three
months ended September 30, 2007 when we incurred higher professional fees in
1
connection with the change of control of the Company that occurred on
September 26, 2007. We had interest income of approximately $13,500 during
the most recent quarter. The interest income is significantly higher than we
have previously had as a result of the working capital contributed to the
Company in connection with the change of control.
For the three months ended December 31, 2006, the Company recorded a net
loss of approximately $17,800 or less than $0.01 per share. The Company's
operating expenses for the three months ended December 31, 2006, were
approximately $18,700, which was the amount spent to maintain CLIK as a
public company. Interest income during the three months ended December 31,
2006 was approximately $900.
For the six months ended December 31, 2007, we recorded a net loss of
approximately $138,300 or less than $0.01 per share. Included in the
financial results for the six months were administrative expenses of
approximately $34,700. We had interest income of approximately $14,800
during the six months, of which approximately $13,500 was earned following
the change of control on September 26, 2007. Expenses were approximately
$94,100 greater in the quarter ended September 30, 2007 than in the quarter
ended December 31, 2007 as a result of the expenses incurred for the change
of control. Interest income in the quarter ended September 30, 2007 was
approximately $1,300, compared to approximately $13,500 for the quarter ended
December 31, 2007.
For the six months ended December 31, 2006, the Company recorded a net
loss of approximately $42,900 or less than $0.01 per share. The Company's
operating expenses for the six months ended December 31, 2006 were
approximately $45,100. Interest income during the six months ended December
31, 2006 was approximately $2,300.
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 December 31, 2007, the Company had cash of approximately
$1,419,400, following the change of control and the Company's sale of
restricted securities to the new investors. The Company's liabilities at
December 31, 2007 were approximately $9,400. The Company's cash is invested
in money market accounts and certificates of deposit. 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.
2
In December 2007 we agreed to sell the number of shares of common stock
required to give the purchasers of such stock a 51% interest in the Company.
The purchase price for these shares will be an amount that is equal to the
Company's cash, after deduction of any liabilities, on the closing date. If
this sale is completed, the Company's cash will increase, but there can be no
assurances that this transaction, which we expect to occur during the first
six months of 2008, will be completed.
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.
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.
3
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 and for
searching for an operating business. 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 December 31, 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.
A control system, however well designed and operated, can provide only
reasonable, not absolute, assurance that the control system's objectives will
be met. There are inherent limitations in all control systems, and no
evaluation of controls can provide absolute assurance that all control gaps
or instances of fraud have been detected. These inherent limitations include
the realities that the judgments in decision-making can be faulty, and that
simple errors or mistakes can occur.
4
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On December 19, 2007, the Company entered into a Stock Purchase
Agreement (the "Agreement") with a group of investors led by Dr. Phillip
Frost (the "Purchasers"). Pursuant to the Agreement, the Company will
implement a one-for-ten reverse stock split, increase its authorized common
and preferred shares, and sell to the Purchasers an aggregate number of
unregistered shares equal to 51% of the post-reverse split outstanding shares
of the common stock of the Company on a fully diluted basis (the "Shares").
The purchase price for the sale of the Shares will be an amount equal to net
cash and cash equivalents of the Company on the Closing Date, after deducting
any and all liabilities and costs existing as of the Closing Date, including
costs and expenses of this transaction. The Company expects that the Closing
Date will occur during the first six months of 2008.
The Shares will be issued pursuant to the private placement exemption
provided by Section 4(2) of the Securities Act of 1933 (the "1933 Act"). The
Shares will be deemed to be "restricted securities" as defined in Rule 144
under the 1933 Act and the certificates evidencing the Shares will bear a
legend stating the restrictions on resale. There will be no underwriting
discounts or commissions.
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 1350, Title 18, United States Code
5
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
clickNsettle.com, Inc.
(Registrant)
Dated: February 13, 2008 By: /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chairman and President
(Principal Executive Officer)
Dated: February 13, 2008 By: /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Chief Financial Officer
(Principal Financial and
Accounting Officer)
6
INDEX TO FINANCIAL STATEMENTS
Pages
Condensed Balance Sheet as of December 31, 2007 (Unaudited) F-2
Condensed Statements of Operations for the Three and Six Months
Ended December 31, 2007 and 2006 (Unaudited) F-3
Condensed Statement of Changes in Stockholders' Equity for the
Six Months Ended December 31, 2007 (Unaudited) F-4 - F-5
Condensed Statements of Cash Flows for the Six Months
Ended December 31, 2007 and 2006 (Unaudited) F-6
Notes to Condensed Financial Statements (Unaudited) F-7 - F-11
F-1
clickNsettle.com, Inc.
CONDENSED BALANCE SHEET
December 31, 2007
(Unaudited)
Assets
Current assets:
Cash $1,419,351
Prepaid expenses 25,008
-----------
Total current assets $1,444,359
===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 9,361
-----------
Total current liabilities $ 9,361
-----------
Commitments and Contingencies
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 55,150,260 shares outstanding $ 55,403
Additional paid-in capital 11,699,336
Accumulated Deficit (10,235,823)
Less: treasury stock (252,502 shares) - at cost (83,918)
------------
Total stockholders' equity $ 1,434,998
------------
Total Liabilities and Stockholders' Equity $ 1,444,359
============
The accompanying notes are an integral part of these statements.
F-2
clickNsettle.com, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
------------------------ ------------------------
2007 2006 2007 2006
Operating Expenses
Professional fees $ 27,047 $ - $ 118,373 $ -
General and administrative 31,927 18,723 34,688 45,115
------------ ------------ ------------ -----------
Total Operating Expenses 58,974 18,723 153,061 45,115
------------ ------------ ------------ -----------
Loss from operations (58,974) (18,723) (153,061) (45,115)
============ ============ ============ ===========
Other Income
Interest Income 13,524 941 14,778 2,259
------------ ------------ ------------ -----------
Total Other Income 13,524 941 14,778 2,259
------------ ------------ ------------ -----------
------------ ------------
Net Loss $ (45,450) $ (17,782) (138,283) (42,856)
============ =========== ============ ===========
Net loss per share - basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ =========== ============ ===========
Weighted average number of shares
outstanding during the period --
basic and diluted 55,150,260 9,929,212 33,522,794 9,929,212
============ =========== ============ ===========
The accompanying notes are an integral part of these statements.
F-3
clickNsettle.com, Inc.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Six Months Ended December 31, 2007
and For the Years Ended June 30, 2007 and 2006
(Unaudited)
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 55,402,762 $55,403 $11,699,336 $(10,190,373) $ (83,918) $ (25,500) $1,454,948
F-4
Collection of prior period
Subscription - - - - - 25,500 25,500
Net loss for the 3 months ended
December 31, 2007 - - - (45,450) - - (45,450)
---------- -------- ----------- ------------- ---------- ----------- -----------
Balance, December 31, 2007
Unaudited 55,402,762 $55,403 $11,699,336 $(10,235,823) $ (83,918) $ - $1,434,998
========== ======== =========== ============= ========== =========== ===========
The accompanying notes are an integral part of the financial statements.
F-5
clickNsettle.com, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the six months ended December 31,
2007 2006
------------ ------------
Cash Flows From Operating Activities
Net Loss $ (138,283) $ (42,856)
Adjustments to reconcile net loss
to net cash used in operations
Contributed services-
former related party - 11,800
Changes in operating assets
and liabilities:
Increase (Decrease) in:
Prepaid asset (19,995) 7,286
(Increase) Decrease in:
Accounts payable and
accrued liabilities (16,468) (8,273)
------------ ------------
Net Cash Used in Operating Activities (174,746) (32,043)
============ ============
Cash Flows From Financing Activities:
Proceeds from sale of common stock 1,567,000 -
Cash paid as finder's fee (55,000) -
------------ ------------
Net Cash Provided by Financing Activities 1,512,000 -
============ ============
Net Increase (Decrease) in Cash
and Cash Equivalents 1,337,254 (32,043)
Cash and cash equivalents
Beginning of Period $ 82,097 $ 129,220
------------ ------------
Cash and cash equivalents
End of Period $1,419,351 $ 97,177
============ ============
Supplemental disclosure of
cash flow information:
Cash paid for interest $ - $ -
============ ============
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 $ -
============ ============
The accompanying notes are an integral part of these statements.
F-6
clickNsettle.com, Inc.
Notes to Financial Statements
December 31, 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-7
On September 26, 2007, the Company issued 45,221,054 shares of
restricted common stock in connection with a change in control. (See Note 3)
On December 19, 2007, the Company entered into a stock purchase
agreement with a new group of investors for the sale of 51% of the Company's
outstanding common stock. The transaction will result in a change of
control. The sale is expected to close during the first six months of 2008.
On December 19, 2007, the Board of Directors approved a one-for-ten
reverse stock split and an increase in the number of the Company's authorized
common and preferred shares. These changes are expected to become effective
during the first six months of 2008 after notice to shareholders and filing
with the State of Delaware.
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 $138,283 and net cash used in operations of $174,746, respectively,
for the six months ended December 31, 2007. The Company has positive working
capital of $1,434,998 at December 31, 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
December 31, 2007, the balance exceeded the federally insured limit by
$1,299,426.
(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.
F-8
At December 31, 2007 and 2006, the Company had outstanding common stock
equivalents consisting of 213,990 and 413,974 stock options, respectively,
which 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.
(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
December 31, 2007, the Company only operated in one segment; therefore,
segment information has not been presented.
(G) Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements, an amendment of Accounting
Research Bulletin No. 51" ("SFAS 160"). SFAS 160 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties
other than the parent, changes in a parent's ownership of a noncontrolling
interest, calculation and disclosure of the consolidated net income
attributable to the parent and the noncontrolling interest, changes in a
parent's ownership interest while the parent retains its controlling
financial interest and fair value measurement of any retained noncontrolling
equity investment. SFAS 160 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early adoption is prohibited. The Company must adopt
these new requirements on July 1, 2009.
In December 2007, the FASB issued SFAS 141R, Business Combinations
("SFAS 141R"), which replaces FASB SFAS 141, Business Combinations. This
Statement retains the fundamental requirements in SFAS 141 that the
acquisition method of accounting be used for all business combinations and
for an acquirer to be identified for each business combination. SFAS 141R
defines the acquirer as the entity that obtains control of one or more
businesses in the business combination and establishes the acquisition date
as the date that the acquirer achieves control. SFAS 141R will require an
entity to record separately from the business combination the direct costs,
where previously these costs were included in the total allocated cost of the
acquisition. SFAS 141R will require an entity to recognize the assets
acquired, liabilities assumed, and any noncontrolling interest in the
acquired at the acquisition date, at their fair values as of that date. This
compares to the cost allocation method previously required by SFAS 141. SFAS
141R will require an entity to recognize as an asset or liability at fair
value for certain contingencies, either contractual or non-contractual, if
F-9
certain criteria are met. Finally, SFAS 141R will require an entity to
recognize contingent consideration at the date of acquisition, based on the
fair value at that date. This Statement will be effective for business
combinations completed on or after the first annual reporting period
beginning on or after December 15, 2008. Early adoption of this standard is
not permitted and the standards are to be applied prospectively only. Upon
adoption of this standard, there would be no impact to the Company's results
of operations and financial condition for acquisitions previously completed.
The adoption of this standard will impact any acquisitions completed after
July 1, 2009.
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.
3. 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.
(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.
(D) Stock Options
A summary of stock option activity for the six months ended December 31,
2007 (unaudited) and for the year ended June 30, 2007 is as follows:
F-10
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 - -
----------- -----------
Balance at December 31, 2007 (unaudited) 213,990 $0.30
=========== ===========
Options exercisable at December 31, 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 December 31 Contractual Exercise December 31 Exercise
Exercise Price 2007 Life Price 2007 Price
- ----------------------------------------------------------------------------
$ 0.05-$0.11 150,000 5.99 yrs. $0.08 150,000 $0.08
$ 0.16-$0.20 39,990 4.11 yrs. $0.18 39,990 $0.18
$ 0.78-$1.13 9,000 0.99 yrs. $0.93 9,000 $0.93
$ 2.47 15,000 2.49 yrs. $2.47 15,000 $2.47
----------- ---------- ----------- --------- ---------
$ 0.05-$2.47 213,990 4.28 yrs. $0.30 213,990 $0.30
=========== ========== =========== ========= =========
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 1350, Title 18, United States Code.
7
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 report;
4. The small business issuer's other certifying officer(s) 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 (the small business issuer's
fourth fiscal quarter in the case of an annual report) 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: February 13, 2008 /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 report;
4. The small business issuer's other certifying officer(s) 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 (the small business issuer's
fourth fiscal quarter in the case of an annual report) 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: February 13, 2008 /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Chief Financial Officer
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-QSB of
clickNsettle.com, Inc. for the period ended December 31, 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: February 13, 2008 /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Executive Officer
Dated: February 13, 2008 /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.