**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**_________________________**





**FORM
      10-KSB**





ý  ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934





**For
      the fiscal year ended June 30, 2007**





**o**  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934





**Commission
      File Number: 0-21419**





**clickNsettle.com,
      Inc.**


**(Name
      of small business issuer as specified in its charter)**





**Delaware**
                **23-2753988**(State
                    or Other Jurisdiction
                (IRS
                    Employerof
                    Incorporation or Organization)
                Identification
                    No.)





**990
      Stewart Avenue, First Floor**


**GARDEN
      CITY, NEW YORK 11530** ****


**(Address
      of Principal Executive Offices)**





**(516)
      794-8950**


**(Issuer’s
      Telephone Number, Including Area Code)**





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act:





**Title
      of each class**    **Name
      of each exchange on which registered**


Common
      Stock $.001 Par Value   Over-the-Counter Bulletin Board










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
o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this Form, and no disclosure will be contained,
      to
      the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this form 10-KSB
      or
      any amendments to this Form 10-KSB þ





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes x No o


State
      issuer’s revenues for its most recent fiscal year. $0





The
      aggregate market value of the voting stock held by non-affiliates per the
      closing stock price of September 10, 2007 is $382,445 .





As
      of
      September 10, 2007 , 9,929,212 shares of common stock of the issuer were outstanding.





Transitional
      Small Business Disclosure Format Yes oNo x





DOCUMENTS
      INCORPORATED BY REFERENCE





Part
      I.
      -- None        Part II. -- None


Part
      III.
      -- None





2




**PART
      I**





From
      time
      to time, including in this annual report on Form 10-KSB, clickNsettle.com,
      Inc.
      (the “Company” or “we”) may publish forward-looking statements relating to our
      operations as a publicly reporting shell company and prospective merger
      candidates which may include such matters as anticipated financial performance,
      business prospects, future operations and similar matters. The Private
      Securities Litigation Reform Act of 1995 provides a safe harbor for
      forward-looking statements. In order to comply with the terms of the safe
      harbor, we note that a variety of factors could cause our actual results to
      differ materially from the anticipated results or other expectations expressed
      in our forward-looking statements.





**ITEM
      1. DESCRIPTION OF BUSINESS**





**The
      Company**





The
      Company was formed on January 12, 1994 under the laws of the State of Delaware.
      On October 31, 1994, we acquired all of the outstanding common stock of our
      predecessor operating company, which had been formed on February 6, 1992, and
      was primarily owned by our Chief Executive Officer and President. Our
      predecessor began operations in March 1992 as a provider of ADR (alternative
      dispute resolution) services. Our predecessor was merged into the Company as
      of
      the end of June 1999. In June 2000, the name of the Company was changed from
      NAM
      Corporation to clickNsettle.com, Inc.





On
      January 13, 2005, the Company sold the assets of its dispute resolution business
      (the “ADR business”) to National Arbitration and Mediation, Inc. (“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. Furthermore, in accordance with the Company’s stock option plan,
      all outstanding unvested employee stock options vested as of the date of the
      sale of the ADR business. As the Company did not retain any employees subsequent
      to the sale, the former employees had three months from January 13, 2005 to
      exercise such options in accordance with the terms of the Company’s stock option
      plan. A total of 3,485,400 unexercised employee stock options expired at the
      close of business on April 13, 2005. Accordingly, the only options outstanding
      subsequent to April 13, 2005 are those that had been granted to directors,
      consultants and advisors of which 213,990 options are outstanding as of June
      30,
      2007.




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 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.




3




**Selection
      of a Business**





The
      Company is now considering business opportunities either through merger or
      merger transactions that might create value for our stockholders. We have no
      day-to-day operations at the present time. The officers and directors of the
      Company devote limited time and attention to the affairs of the Company. The
      Company may have to wait some time before consummating a suitable transaction.
      The Company does not intend to restrict its consideration to any particular
      business or industry segment.





However,
      due to the Company’s limited financial resources, the scope and number of
      suitable candidate business ventures available is limited. The decision to
      participate in a specific business opportunity will be made upon management’s
      analysis of the quality of the other firm’s management and personnel, the
      anticipated acceptability of its products or marketing concepts, the merits
      of
      its technology and numerous other factors. Since the Company may participate
      in
      a business opportunity with a newly organized business or with a business which
      is entering a new phase of growth, the Company may incur risk due to the failure
      of the target’s management to have proven its abilities of effectiveness, or the
      failure to establish a market for the target’s products or services or the
      failure to realize profits.





**Acquisition
      of a Business**





With
      respect to any mergers or acquisitions, negotiations with target company
      management will be expected to focus on the percentage of the Company that
      target company stockholders would acquire in exchange for their stockholdings
      in
      the target company. Depending upon, among other things, the target company’s
      assets and liabilities, the Company’s stockholders will in all likelihood hold a
      lesser percentage ownership interest in the Company following any merger or
      acquisition. The percentage ownership may be subject to significant reduction
      in
      the event that the Company acquires a target company with substantial assets.
      Typically, in these transactions, which are commonly called reverse
      acquisitions, voting control of the merged company changes from the stockholders
      of the pre-existing public company to those of the previous privately owned
      company. Any merger or acquisition effected by the Company can be expected
      to
      have a significant dilutive effect on the percentage of shares held by the
      Company’s stockholders immediately preceding the transaction.





**Prior
      Business of the Company**





Prior
      to
      the sale of its sole operating business on January 13, 2005, the Company
      provided ADR services including arbitrations, mediations, mock
      jury
      trials ,
      specialized ADR video conferencing and electronic oversight applications. Since
      the sale of the ADR business, the Company has had no operations.





**Employees**





As
      part
      of the agreement of sale, NAMI agreed to contribute accounting services to
      the
      Company after the sale of the ADR business. **** Since
      the
      sale of the ADR business, the Company has no operations and has no employees.
      Our executive officers devote as much time to the affairs of the Company as
      they
      deem appropriate. The focus of the Company is to maintain its status as a
      publicly traded entity while searching for a new operating business to acquire
      or to enter into a merger transaction.





4




**ITEM
      2. DESCRIPTION OF PROPERTY**





Subsequent
      to January 13, 2005, we do not maintain any leased facilities. We maintain
      a
      mailing address at 990 Stewart Avenue, First Floor, Garden City, New York 11530,
      which we believe is adequate to meet our needs at this time.





**ITEM
      3. LEGAL PROCEEDINGS**





We
      are
      not a party to any legal proceedings.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





5




**PART
      II**





**ITEM
      5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





A.
      Our
      Common Stock is quoted on the NASD’s Over-the-Counter Bulletin Board under the
      trading symbol “CLIK.” The following table sets forth the range of high and low
      closing sales prices (based on transaction data as reported by the NASD’s
      Over-the-Counter Bulletin Board) for each fiscal quarter during the periods
      indicated.





Common
                StockHigh
            
            
            LowFiscal
                Year 2007First
                quarter (07/1/06-9/30/06)
            
            $
            0.09
            
            $
            0.06Second
                quarter (10/01/06-12/31/06)
            
            
            0.10
            
            
            0.07Third
                quarter (01/01/07-03/31/07)
            
            
            0.22
            
            
            0.06Fourth
                quarter (04/01/07-06/30/07)
            
            
            0.12
            
            
            0.07





Fiscal
                Year 2006First
                quarter (07/1/05-9/30/05)
            
            $
            0.15
            
            $
            0.13Second
                quarter (10/01/05-12/31/05)
            
            
            0.15
            
            
            0.08Third
                quarter (01/01/06-03/31/06)
            
            
            0.10
            
            
            0.07Fourth
                quarter (04/01/06-06/30/06)
            
            
            0.09
            
            
            0.07





On
      September 10, 2007, the closing bid price for our common stock, as reported
      by
      the Over-the-Counter Bulletin Board, was $0.075.





As
      of
      August 23, 2007, there were approximately **** 396 **** holders **** of
      our
      common stock.





We
      have
      not paid any dividends upon our common stock. The payment of common stock
      dividends, if any, in the future rests within the discretion of our board of
      directors and will depend, among other things, upon our capital requirements
      and
      financial condition, as well as other relevant factors.




**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS**  **OF
      FINANCIAL CONDITION**  **AND RESULTS OF OPERATIONS**





**General**





Through
      January 13, 2005, we provided alternative dispute resolution services, or ADR
      services, to insurance companies, law firms, corporations and municipalities.




Year
      Ended June 30, 2007 Compared to Year Ended June 30, 2006





**Results
      of Operations**





The
      Company sold its sole operating business, ADR services, on January 13, 2005.
      Since that time, the Company has not had an 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.




6




General
      and administrative expenses. General and administrative expenses declined to
      $79,802 for the year ended June 30, 2007 from $98,176 for the year ended June
      30, 2006. In general, the Company incurred such expenses in order to maintain
      its existence as a publicly traded entity including its public reporting
      obligations even though no revenues are being generated. Such expenses include
      insurance, audit, legal fees and the cost of accounting services that were
      contributed by NAMI pursuant to the purchase agreement. Such accounting
      services, valued at $19,800 for the year ended June 30, 2007 and $33,000 for
      the
      year ended June 30, 2006, were performed from July 1 through June 30 of each
      respective year and included the preparation of the quarterly and annual
      financial statements and related SEC filings. Such value has been recorded
      as an
      imputed charge on the statement of operations with an equivalent offset to
      additional paid-in capital. The cost of the accounting services declined as
      less
      time was spent in the current year as the Company had pure shell operations
      as
      opposed to in the prior year period when the financial statements being issued
      at that time included operations and the sale of the ADR business.





Interest
      income, net. Net interest income decreased from $5,372 for the year ended June
      30, 2006 to $4,358 for the year ended June 30, 2007 as the invested balance
      has
      declined between the periods.




Income
        Taxes. Tax benefits resulting from net losses incurred for the years ended
        June
        30, 2007 and 2006 were not recognized as we recorded a full valuation allowance
        against the net operating loss carryforwards during the periods. As
        of
        June 30, 2007, we had net operating carryforwards for federal tax purposes
        of
        approximately $9,040,450 and net capital loss carryforwards for federal tax
        purposes of approximately $231,161, both with full valuation allowances.
        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.




Net
        Loss.
        For the year ended June 30, 2007, we had a net loss of $75,444 as compared
        to a
        net loss of $92,804 for the year ended June 30, 2006. The loss decreased
        as the
        Company reduced its insurance coverage and incurred lower professional fees
        as
        it no longer has an operating business.


**Liquidity
      and Capital Resources**





At
      June
      30, 2007, the Company had a working capital surplus of $61,281 as compared
      to
      $116,925 at June 30, 2006. The decrease in working capital occurred primarily
      as
      a result of the net loss. Since January 13, 2005, the Company has no operating
      business.





Net
      cash
      used in operating activities was $47,123 for the fiscal year ended June 30,
      2007
      versus $741,464 for the year ended June 30, 2006. Cash used in operations
      decreased by $694,341 principally because, in the prior year, the Company paid
      all of the amount due to NAMI for the ADR operations during the period from
      August 2005 through February 2006. In consideration, NAMI assumed all current
      and future liabilities and commitments of the ADR business.





In
      both
      years, there was no net cash provided by/used by investing activities nor was
      there any net cash provided by/used by financing activities.




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.




7




Since
      the
      consummation of the sale, the Company has no operating business. We believe
      that
      we have sufficient cash to maintain our existence as a publicly reporting shell
      company over the next twelve months. However, as a result of continued losses,
      limited and depleting 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 Company’s independent
      auditors have included a going concern paragraph in their report on the June
      30,
      2007 and 2006 financial statements which have been prepared assuming the Company
      will continue as a going concern. The accompanying financial statements do
      not
      include any adjustments that may result should the Company be unable to continue
      as a going concern.




**Critical
      Accounting Policies**





The
      Securities and Exchange Commission released Financial Reporting Release No.
      60,
      which requires all companies to include a discussion of critical accounting
      policies and methods used in the preparation of their financial statements.
      The
      significant accounting policies and methods used in the preparation of
      our financial statements are discussed in Note 3 of the Notes to Financial
      Statements. We currently have one critical accounting policy since we no longer
      have any operations. Such policy follows:




*Income
      taxes and valuation allowance –* We
      are
      required to estimate our actual current tax expense together with assessing
      temporary differences resulting from differing treatment of items for tax and
      accounting purposes. These differences result in deferred tax assets and
      liabilities, which would be included within our balance sheet. We then
      assess the likelihood that the deferred tax assets will be recovered from future
      taxable income and, to the extent we believe recovery is not likely, a valuation
      allowance is recognized. We have recorded a 100% valuation allowance as of
      June
      30, 2007.




**Effect
      of Recently Issued Accounting Pronouncements**




In
        June
        2006, the Financial Accounting Standards Board (“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 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.




8




**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 occurs, 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,
      the Shareholders will Suffer Significant Dilution**





On
      January 13, 2005, the
      Company sold its ADR business. The Company is searching for an operating entity
      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. Also, the cash retained by the Company may
      not
      be sufficient to pay for the costs associated with continued public reporting
      obligations and to acquire a new operating business or to enter into a merger
      transaction. In addition, if the Company acquires a new operating business
      or
      enters into a merger transaction, it is expected that such transaction will
      be
      accomplished by the issuance of stock of the Company, resulting in significant
      dilution.





**We
      have No Revenues but we Continue to have Costs and Expenses and we have Going
      Concern Considerations**





There
      has
      not been any revenue since January 13, 2005. If we do not acquire another
      operating business, no future revenues will be generated. Moreover, the Company
      will continue to incur costs for continued public reporting obligations. It
      is
      likely that in order to acquire a new operating business or to enter into a
      merger transaction, costs will be incurred. There can be no assurance that
      the
      cash on hand will be sufficient to cover such costs.  Therefore,
      the results of our operations and our financial condition may be materially
      and
      adversely affected.





The
      Company’s independent auditors have included a going concern paragraph in their
      report on the June 30, 2007 and 2006 financial statements which have been
      prepared assuming the Company will continue as a going concern. As a result
      of
      continued losses, limited and depleting 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.




**Our
      Current Stockholders Have the Ability to Exert Significant Control**





Our
      executive officers, directors, and their affiliates beneficially own 5,148,646
      shares or approximately 51.85% of the common stock outstanding based on
      9,929,212 shares of common stock outstanding as of September 10, 2007. Of that
      number, Mr. Israel beneficially owns 3,525,788 shares or approximately 35.5%
      of
      the common stock. As a result, these stockholders acting in concert may have
      significant influence on votes to elect or remove any or all of our directors
      and to control substantially all corporate activities in which we are involved,
      including tender offers, mergers, proxy contests or other purchases of common
      stock.





9





**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 in 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 common 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) a
      requirement that they make an individualized written suitability determination
      for the purchaser and (b) receive 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
      7. FINANCIAL STATEMENTS**





Information
      in response to this item is set forth in the Financial Statements, beginning
      on
      Page F-1 of this filing.




**ITEM
        8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE**


Not
        applicable.




**ITEM
      8A. CONTROLS AND PROCEDURES**


Our
        disclosure controls and procedures are designed to ensure that material
        information relating to the Company are made known to our Chief Executive
        Officer (“CEO”), Chief Financial Officer (“CFO”) and others in the Company
        involved in the preparation of this annual report, by others within the Company.
        Our CEO and CFO have reviewed our disclosure controls and procedures as of
        June
        30, 2007 and have concluded that they are effective. There have been no
        significant changes in our internal controls or other factors that could
        significantly affect our internal controls subsequent to June 30, 2007, the
        last
        date they were reviewed by our CEO and CFO.


10


**INDEX
          TO FINANCIAL STATEMENTS**
 PageReport
                      of Independent Registered Public Accounting Firm
                  F-2Financial
                      StatementsBalance
                      Sheet
                  F-3Statements
                      of Operations
                  F-4Statements
                      of Changes in Stockholders’ Equity
                  F-5Statements
                      of Cash Flows
                  F-6Notes
                      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
  ASSETSCURRENT
                    ASSETSCash
                    and cash equivalents
                
                **$**
                **82,097**Prepaid
                    expenses and other current assets
                
                
                **5,013**Total
                    current assets
                
                **$**
                **87,110**LIABILITIES
                    AND STOCKHOLDERS’ EQUITYCURRENT
                    LIABILITIESAccounts
                    payable
                
                **$**
                **3,702**Accrued
                    expenses and other liabilities
                
                
                **22,127**Total
                    current liabilities
                
                
                **25,829**COMMITMENTS
                    AND CONTINGENCIES (See Notes)STOCKHOLDERS’
                    EQUITYPreferred
                    stock - $.001 par value; 5,000,000 shares authorized;
                  0
                    shares issuedCommon
                    stock - $.001 par value; 300,000,000 shares authorized;
                  10,181,704
                    shares issued
                
                
                **10,182**Additional
                    paid-in capital
                
                
                **10,232,557**Accumulated
                    deficit
                
                
                **(10,097,540**
                **)**Common
                    stock in treasury at cost, 252,492 shares
                
                
                **(83,918**
                **)**Total
                    stockholders’ equity
                
                
                **61,281****$**
                **87,110**
  *The
          accompanying notes are an integral part of these statements* .
 
 F
              - 3
  clickNsettle.com,
          Inc.
 
 **STATEMENTS
          OF OPERATIONS**
 
 Years
          ended June 30,
  **2007**
                
                
                2006Net
                    revenues
                
                
                **-**
                
                
                -General
                    and administrative expenses
                
                **$**
                **79,802**
                
                $
                98,176Interest
                    and investment income
                
                
                **4,358**
                
                
                5,372NET
                    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**
 
 Years
          ended June 30, 2007 and 2006
  Common
                    stock
                
                Additionalpaid-in
                
                
                Accumulated
                
                
                Commonstock
                    in
                
                
                Totalstockholders’Shares
                
                
                Amount
                
                
                capital
                
                
                deficit
                
                
                treasury
                
                
                equityBalances
                    at July 1, 2005
                
                
                10,181,554
                
                $
                10,182
                
                $
                10,179,757
                
                $
                (9,929,292
                )
                $
                (83,918
                )
                $
                176,729Imputed
                    contribution of capital for accounting services
                  provided
                    by principal shareholder
                
                
                
                
                
                
                
                
                33,000
                
                
                
                
                
                
                
                
                33,000Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                (92,804
                )
                
                
                
                
                (92,804
                )Balances
                    at June 30, 2006
                
                
                10,181,554
                
                
                10,182
                
                
                10,212,757
                
                
                (10,022,096
                )
                
                (83,918
                )
                
                116,925Increase
                    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 this statement.*
 
 F
              - 5
  clickNsettle.com,
          Inc.
 
 **STATEMENTS
          OF CASH FLOWS**
  Years
          ended June 30,
  **2007**
                
                
                2006Cash
                    flows from operating activitiesNet
                    loss
                
                **$**
                **(75,444**
                **)**
                $
                (92,804
                )Adjustments
                    to reconcile net loss to net cash used in operating activitiesImputed
                    contribution to capital for accounting services provided
                  by
                    principal shareholder
                
                
                **19,800**
                
                
                33,000Changes
                    in operating assets and liabilitiesDecrease
                    in prepaid expenses and other current assets
                
                
                **7,265**
                
                
                14,310Decrease
                    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**
                
                
                870,684Cash
                    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
  **NOTE
          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 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 or
          has any
          operations.
 
 There
          is
          substantial doubt about the Company’s ability to continue as a going concern.
          See Note 2.
  **NOTE
          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 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.
  F
              - 7
 clickNsettle.com,
            Inc.
 
 **NOTES
            TO FINANCIAL STATEMENTS (continued)**
 
 June
            30,
            2007 and 2006
 
 **NOTE
          2 (continued)**
  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.
  **NOTE
          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 expense. A valuation allowance
          is
          recognized to the extent a portion or all of a deferred tax asset may not
          be
          realizable.
  F
              - 8
 clickNsettle.com,
            Inc.
 
 **NOTES
            TO FINANCIAL STATEMENTS (continued)**
 
 June
            30,
            2007 and 2006
 **NOTE
            3 (continued)**
  *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 establishes 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 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.
  F
              - 9
  clickNsettle.com,
          Inc.
 
 **NOTES
          TO FINANCIAL STATEMENTS (continued)**
 
 June
          30,
          2007 and 2006
  **NOTE
          4 - COMPREHENSIVE LOSS**
  There
          are
          no items of comprehensive loss other than net loss.
  **NOTE
          5 - INCOME TAXES**
 
 Temporary
          differences which give rise to deferred taxes are summarized as
          follows:
 
 **2007**
                
                
                2006Deferred
                    tax assetsNet
                    operating, capital and other loss carryforwards
                
                **$**
                **3,525,800**
                
                $
                3,494,400Other
                
                
                **-**
                
                
                43,000Net
                    deferred tax asset before
                  valuation
                    allowance
                
                
                **3,525,800**
                
                
                3,537,400Valuation
                    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**
                
                
                2006Benefit
                    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**$**
                **-**
                
                $
                -
  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.
 
 F
              - 10
 clickNsettle.com,
            Inc.
 
 **NOTES
            TO FINANCIAL STATEMENTS (continued)**
 
 June
            30,
            2007 and 2006
 **NOTE
            5 (continued)**
  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.
  **NOTE
          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.
 
 F
              - 11
 clickNsettle.com,
            Inc.
 
 **NOTES
            TO FINANCIAL STATEMENTS (continued)**
 
 June
            30,
            2007 and 2006
 
 **NOTE
            6 (continued)**
  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:
  **2007**
                
                
                2006**Shares**
                
                
                **Weighted-****average**
                  **exercise**
                  **price**
                
                
                Shares
                
                
                Weighted-averageexercise

                    priceOutstanding
                    at beginning of year
                
                
                **448,974**
                
                **$**
                **1.42**
                
                
                448,974
                
                $
                1.42Awards
                    granted
                
                
                **-**
                
                
                **-**
                
                
                -
                
                
                -Awards
                    exercised
                
                
                **-**
                
                
                **-**
                
                
                -
                
                
                -Awards
                    canceled/forfeited
                
                
                **(234,984**
                **)**
                **$**
                **2.44**
                
                
                -
                
                
                -Outstanding
                    at end of year
                
                
                **213,990**
                
                **$**
                **0.30**
                
                
                448,974
                
                $
                1.42Options
                    exercisable at year-end
                
                
                **213,990**
                
                **$**
                **0.30**
                
                
                448,974
                
                $
                1.42Weighted-average
                    fair value of options granted during the year
  The
          following information applies to options outstanding and exercisable at
          June 30,
          2007:
  Outstanding
                  
                  
                  ExercisableRange
                      of exercise prices
                  
                  
                  Numberoutstanding
                  
                  
                  Weighted-averageremaininglife
                        inyears
                  
                  
                  Weighted-averageexerciseprice
                  
                  
                  Numberexercisable
                  
                  
                  Weighted-averageexerciseprice$
                      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
                  
                  $
                  2.47213,990
                  
                  
                  
                  
                  
                  
                  
                  
                  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.
 
 The
          fair
          value of each option grant was estimated on the date of grant using the
          Black-Scholes option pricing model.
 
 F
              - 12
 clickNsettle.com,
            Inc.
 
 **NOTES
            TO FINANCIAL STATEMENTS (continued)**
 
 June
            30,
            2007 and 2006
 
 **NOTE
            6 (continued)**
  *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.
  **NOTE
          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.
  **NOTE
          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.
 
 **NOTE
          9 - ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS**
 
 At
          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.
  **NOTE
          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




**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT**


The
        following table sets forth the names, ages and positions of all directors
        and
        executive officers. A summary of the background and experience of each of
        these
        individuals is set forth after the table.


*Name*
            *Age*
            *Position*Roy
                Israel
            47
            Chief
                Executive Officer, President and Chairman of the Board of
                DirectorsKenneth
                W. Good
            60
            DirectorRandy
                Gerstenblatt
            48
            DirectorCorey
                J. Gottlieb
            44
            DirectorWillem
                F. Specht
            46
            DirectorPatricia
                Giuliani-Rheaume
            49
            Vice
                President, Chief Financial Officer and
                Treasurer





*ROY
      ISRAEL* has been
      our Chairman of the Board of Directors, Chief Executive Officer, and President
      since February 1994. Currently, Mr. Israel is the President and Chief Executive
      Officer of National Arbitration and Mediation, Inc.





*PATRICIA
      GIULIANI-RHEAUME* has been
      our Vice President, Chief Financial Officer, and Treasurer since February 1997.
      Currently, Ms. Giuliani-Rheaume is the Vice President and Chief Financial
      Officer of National Arbitration and Mediation, Inc.





*WILLEM
      F. SPECHT* was
      our
      Director of Information Technology since May 1998 and previously held the
      position of Systems Analyst with us since April 1995. Upon the sale of the
      Company’s sole operating business on January 13, 2005, Mr. Specht resigned from
      his position as Director of Information Technology of the Company. Currently,
      Mr. Specht is the Director of Information Technology of National Arbitration
      and
      Mediation, Inc.





*KENNETH
      W. GOOD* has
      been
      the Assistant Vice President, Strategic Finance, of Insurance Services Office,
      Inc. since September 1996.





*RANDY
      GERSTENBLATT* has
      been
      the Senior Vice President of Corporate Alliances at Six Flags, Inc. since
      January 2006. Prior to holding this position, Mr. Gerstenblatt was Senior Vice
      President of ESPN/ABC Sports Customer Marketing and Sales from October 2000
      through January 2006.





*COREY
      J. GOTTLIEB* has been
      the Chief Operating Officer of National Arbitration and Mediation, Inc. since
      May 2006. Prior to holding this position, Mr. Gottlieb was the President/CEO
      of
      Targeted Media Partners LTD, a sales, marketing and consulting company for
      established and start-up ventures in the commercial advertising sector.





11





**Audit
      Committee**





Since
      January 13, 2005, when the Company sold its sole operating business, the entire
      Board has been responsible for the Audit Committee function. As such, under
      the
      definition of “independence” as set forth in NASDAQ Marketplace Rule 4350, we do
      not have a fully independent audit committee. As our common stock is traded
      via
      the Over-the-Counter Bulletin Board and is not listed on or with a national
      securities exchange or national securities association, we are not required
      to
      have a fully independent audit committee. In addition, we do not have a
      designated audit committee financial expert.





**Compliance
      with Section 16(a) of the Exchange Act**





Based
      solely on our review of copies of Forms 3 and 4 received by us and
      representations from certain reporting persons, we believe that during the
      fiscal year ended June 30, 2007, there was compliance with Section 16 (a) filing
      requirements applicable to our officers and directors.





**Code
      of Ethics**





We
      have
      adopted a Code of Ethics for our Senior Financial Officers. Also, prior to
      January 14, 2005, a Code of Business Conduct and Ethics was in effect for our
      employees. We shall, without charge, provide to any person, upon request, a
      copy
      of our Code of Ethics for our Senior Financial Officers. All such requests
      should be mailed to: clickNsettle.com, Inc., 990 Stewart Avenue, First Floor,
      Garden City, NY 11530, attention: Patricia Giuliani-Rheaume, VP & CFO.





As
      required by SEC rules, we will report within five business days the nature
      of
      any change or waiver of our Code of Ethics for our Senior Financial
      Officers.





**Nominating
      Committee**




As
      we are
      not required by federal securities laws to have a separate Nominating Committee,
      the entire Board is responsible for this function.





**Compensation
      Committee**





Since
      January 13, 2005, when the Company sold its sole operating business, there
      have
      been no employees of the Company and, therefore, there is no need for a
      Compensation Committee.





**ITEM
      10. EXECUTIVE COMPENSATION AND OTHER INFORMATION**





The
      following summarizes the aggregate compensation paid during fiscal year 2007
      to
      our Chief Executive Officer and any officer who earned more than $100,000 in
      salary and bonus (the "Named Persons"). No executive compensation was paid
      by
      the Company for periods subsequent to January 13, 2005. As such, the amounts
      shown below for fiscal year 2005 represents the aggregate compensation paid
      for
      fiscal year 2005 and reflects amounts for the period from July 1, 2004 through
      January 13, 2005, the date of the sale of the Company’s sole operating business.
      The value of services contributed by Mr. Israel subsequent to January 13, 2005
      and through June 30, 2007 has neither been quantified nor imputed as it was
      deemed to be immaterial. See Note 7 to the financial statements.





12




**Summary
        Compensation Table**


**Annual**
                **Compensation**
              
              
              **Long
                  Term**
                **Compensation****Name
                  and**
              
              
              
              
              
              
              
              
              
              
              
              **Other
                  Annual**
              
              
              **Securities**
                **Underlying**
              
              
              **All
                  Other****Principal
                  Position**
              
              
              **Year**
              
              
              **Salary**
              
              
              **Bonus**
              
              
              **Compensation**
              
              
              **Options**
              
              
              **Compensation**Roy
                    Israel,
                  President,
                    Chief
                  Executive
                    Officer and
              
              
              2007Chairman
                    of the Board
              
              
              20062005
              
              $
              157,530
              
              
              
              
              $
              16,480(1
              )
              
              
              
              $
              14,110(2
              )





(1)
            Such
                amount represents tax gross ups for Mr. Israel for medical, life
                and
                disability payments.


(2)****
            Such
                amount represents premium payments on life insurance policies for
                the
                named executive officer.




**Options
      Granted in Last Fiscal Year**





There
      were no options granted to officers of the Company during the year ended June
      30, 2007.




**Aggregated
      Option Exercises in Last Fiscal Year and FY-End** **Option** **Values**





Mr.
      Israel exercised 1,200,000 options during the fiscal year ended June 30, 2005.
      There were no options exercised during the fiscal years ended June 30, 2007
      and
      2006. All outstanding employee options (including options owned by officers)
      expired on April 13, 2005.




**Employment
      Contracts and Termination of Employment**


**and
      Change In Control Arrangements**




No
        executive officer has an employment agreement with the
        Company.




13




**ITEM
      11: Security Ownership of Certain Beneficial Owners and
      Management**





The
      following table sets forth, as of September 10, 2007, certain information with
      respect to the beneficial ownership of each class of our voting equity
      securities by each director and director nominee, beneficial owners of 5% or
      more of our common stock, the Named Persons and all our directors and executive
      officers as a group: (1)


**Name
                  of Beneficial Owner****(2)**
              
              
              **Amount
                  and Nature of**
                **Beneficial
                  Ownership****(3)**
              
              
              **Percent
                  of Total**Roy
                  Israel(4)
                President,
                  Chief Executive Officer and Chairman of the Board
              
              
              3,525,788
              
              
              35.5
              %Willem
                  F. Specht
                Director
              
              
              140,000
              
              
              1.4
              %Corey
                  J. Gottlieb(5)
                Director
              
              
              54,998
              
              
              *Randy
                  Gerstenblatt(6)
                Director
              
              
              35,396
              
              
              *Kenneth
                  W. Good(7)
                Director
              
              
              1,322,464
              
              
              13.3
              %Patricia
                  A. Giuliani-Rheaume
                Vice
                  President, Chief Financial Officer and Treasurer
              
              
              140,000
              
              
              1.4
              %ISO
                  Investment Holdings, Inc.
              
              
              1,322,464
              
              
              13.3
              %M.
                  D. Sabbah(8)
              
              
              585,000
              
              
              5.9
              %Jay
                  Gottlieb(9)
              
              
              986,147
              
              
              9.9
              %All
                  Officers and Directors as a Group
              
              
              5,218,646
              
              
              52.2
              %(6
                  persons)(4)(5)(6)(7)
  ______________
                *Less
                  than one percent (1%).




(1)
            Applicable
                percentage of ownership is based on 9,929,212 shares of our common
                stock,
                which were outstanding on September 10, 2007, plus, for each person
                or
                group, any securities that person or group has the right to acquire
                within
                sixty (60) days pursuant to options and warrants.





(2)
            The
                address for each beneficial owner is c/o clickNsettle.com, Inc.,
                990
                Stewart Avenue, First Floor, Garden City, New York
                11530.





(3)
            Beneficial
                ownership has been determined in accordance with Rule 13d-3 under
                the
                Securities Exchange Act of 1934, as amended, and unless otherwise
                indicated, represents shares for which the beneficial owner has sole
                voting and investment power. The percentage of class is calculated
                in
                accordance with Rule 13d-3.





(4)
            Includes
                123,804 shares owned by Mr. Israel’s wife, Carla Israel, the Secretary of
                our company. Mr. Israel disclaims beneficial ownership as to such
                securities.





(5)
            Includes
                options to purchase 35,000 shares of our common stock, which are
                vested
                and exercisable.





(6)
            Includes
                options to purchase 35,000 shares of our common stock, which are
                vested
                and exercisable.





(7)
            The
                common shares are owned by ISO Investment Holdings, Inc. Mr. Good,
                the
                Assistant Vice President, Strategic Finance-Mergers & Acquisitions, of
                Insurance Services Office, Inc., the parent corporation of ISO Investment
                Holdings, Inc., disclaims beneficial ownership of these
                securities.





(8)
            This
                information was taken from an Amendment to Form 13D filed by M.D.
                Sabbah
                on June 2, 2000. We are not aware of any subsequent filings with
                the SEC
                after this date.





(9)
            This
                information was taken from Form 13G filed November 7,
                2006.





14


**ITEM
        12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
 
 Since
        our
        inception, there have not been any material transactions between us and any
        of
        our officers and directors, except as set forth herein. On
        January 13, 2005, the Company sold its ADR business to NAMI, a company
        affiliated with the Company’s CEO, Roy Israel. See Note 2 to the Financial
        Statements for additional details.  Furthermore,
        NAMI agreed to provide accounting services to the Company after the sale
        of the
        ADR business with no cash outlay by the Company. The value of the services
        performed for the years ended June 30, 2007 and 2006 was $19,800 and $33,000,
        respectively, and is included in general and administrative expenses in the
        accompanying statements of operations.




15





**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**





**A.
      Exhibits**


**Exhibit****Number**
              **Description
                  of Document**3.1
                  (a)
              Certificate
                  of Incorporation, as amended (1)3.1
                  (d)
              Certificate
                  of Amendment of Certificate of Incorporation (3)3.1
                  (e)
              Certificate
                  of Amendment of Certificate of Incorporation, as amended
                  (4)3.1
                  (f)
              Certificate
                  of Amendment of Certificate of Incorporation, second amendment
                  (5)3.1
                  (g)
              Certificate
                  of Amendment of Certificate of Incorporation, third amendment
                  (6)3.2
              By-Laws
                  of the Company, as amended (2)10.1
              1996
                  Stock Option Plan, amended and restated(2)23.1
              Consent
                  of BP Audit Group, PLLC**31.1
              Rule
                  13a-14(a)/15d-14(a) Certification (CEO)**31.2
              Rule
                  13a-14(a)/15d-14(a) Certification (CFO)**32.1
              Section
                  1350 Certification (CEO)**32.2
              Section
                  1350 Certification (CFO)**





(1)
                Incorporated
                    herein in its entirety by reference to the Company’s Registration
                    Statement on Form SB-2, Registration No. 333-9493, as filed with
                    the
                    Securities and
                    Exchange Commission on August 2, 1996.(2)
                Incorporated
                    herein in its entirety by reference to the Company’s 1998 Annual Report on
                    Form 10-KSB.(3)
                Incorporated
                    herein in its entirety by reference to the Company’s Form 8-K filed on
                    June 21, 2000.(4)
                Incorporated
                    herein in its entirety by reference to the Company’s 2001 Annual Report on
                    Form 10-KSB.(5)
                Incorporated
                    herein in its entirety by reference to the Company’s 2004 Annual Report on
                    Form 10-KSB.(6)
                Incorporated
                    herein in its entirety by reference to the Company’s Form 8-K filed on
                    February 2, 2007.**
                Filed
                    herewith.


**B.
      Reports on Form 8-K:**


None.




16


**ITEM
        14: PRINCIPAL ACCOUNTANT FEES AND SERVICES**




**** The
      following table sets forth the fees billed or to be billed by our independent
      auditors, BP Audit Group, PLLC, for the fiscal years ended June 30, 2007 and
      2006:




FY
                  2007
              
              
              FY
                  2006Audit
                  fees and quarterly reviews
              
              $
              21,683
              
              $
              27,679Financial
                  information systems design and implementation feesAll
                  other fees:Tax
                  return preparation
              
              
              6,500
              
              
              6,500Audit
                  related servicesNon-audit
                  related servicesTotal
                  Fees
              
              $
              28,183
              
              $
              34,179




The
        Board
        of Directors considered and determined that the services performed for
“financial information systems design and implementation fees” and “all other
        fees” are compatible with maintaining the independence of the independent
        auditors.
 
 **Policy
        on Audit Committee Pre-Approval of Audit and Permissable Non-Audit Services
        of
        Independent Auditor**
 
 Prior
        to
        the sale of the ADR business on January 13, 2005, the Audit Committee was
        responsible for pre-approving all audit and permitted non-audit services
        to be
        performed for us by our independent auditor as outlined in its Audit Committee
        charter. Prior to engagement of the independent auditor for each year’s audit,
        management or the independent auditor submits to the Audit Committee for
        approval an aggregate request of services expected to be rendered during
        the
        year, which the Audit Committee pre-approves. During the year, circumstances
        may
        arise when it may become necessary to engage the independent auditor for
        additional services not contemplated in the original pre-approval. In those
        circumstances, the Audit Committee requires specific pre-approval before
        engaging the independent auditor. The Audit Committee does not delegate to
        management its responsibility to pre-approve services performed by the
        independent auditor. Subsequent to the sale of the Company’s sole operating
        business on January 13, 2005, the
        entire Board of Directors has been responsible for the Audit Committee
        functions.





17




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**clickNsettle.com,
                Inc.****Date:**September
              18, 2007
            **By:**
            /s/
              Roy
              IsraelRoy
              Israel, Chairman of theBoard,
              CEO and President




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.


**Date:**September
              18, 2007
            **By:**
            /s/
              Roy
              IsraelRoy
              Israel, Chairman of theBoard,
              CEO and President


**Date:**September
              18, 2007
            **By:**
            /s/
              Patricia Giuliani-RheaumePatricia
              Giuliani-Rheaume, Vice President,Chief
              Financial Officer and Treasurer




**Date:**September
              18, 2007
            **By:**
            /s/
              Kenneth W. GoodKenneth
                W. Good, Director




**Date:**September
              18, 2007
            **By:**
            /s/
              Randy GerstenblattRandy
                Gerstenblatt, Director




**Date:**September
              18, 2007
            **By:**
            /s/
              Corey J. GottliebCorey
                J. Gottlieb, Director




**Date:**September
              18, 2007
            **By:**
            /s/
              Willem F. SpechtWillem
                F. Specht, Director





18