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


**WASHINGTON,
      D.C. 20549**





**_________________________**





**FORM
      10-QSB**





ý QUARTERLY
          REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934





**For
      the quarterly period ended December 31, 2005**





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





**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 of Incorporation or Organization)
            
            (IRS
                EmployerIdentification 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)**








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 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





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
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. As of February 9, 2006 , 9,929,056 shares of common stock of the issuer were outstanding.





Transitional
      Small Business Disclosure Format Yes o No x





1





CLICKNSETTLE.COM,
      INC.


INDEX








PART
                I. FINANCIAL INFORMATION
            PageITEM
                1. FINANCIAL STATEMENTSConsolidated
                Balance Sheets at December 31, 2005 (unaudited) and June 30,
                2005
            3Consolidated
                Statements of Operations for the three and six month periods ended
                December 31, 2005 and 2004 (unaudited)
            4Consolidated
                Statements of Changes in Stockholders’ Equity and Comprehensive Loss for
                the six month periods ended December 31, 2005 and 2004
                (unaudited)
            5Consolidated
                Statements of Cash Flows for the six month periods ended December
                31, 2005
                and 2004 (unaudited)
            6Notes
                to Consolidated Financial Statements
            7ITEM
                2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS
                OF OPERATIONS
            11ITEM
                3. CONTROLS AND PROCEDURES
            16PART
                II. OTHER INFORMATIONItem
                6. Exhibits and Reports on Form 8-K
            17Signatures
            18








2






clickNsettle.com,
        Inc. and Subsidiaries
 CONSOLIDATED
        BALANCE SHEETS
  December
                  31,
              
              June
                  30,2005
              
              2005(derived
                  fromaudited
                  financialstatements)ASSETSCURRENT
                  ASSETSCash
                  and cash equivalents including amount to pay related partybuyer
                  of $5,907 and $620,798, respectively
              
              **$**
              **153,124**
              
              $
              870,684Prepaid
                  expenses and other current assets
              
              
              **21,792**
              
              
              26,588**$**
              **174,916**
              
              $
              897,272LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable
              
              **$**
              **-**
              
              $
              11,655Due
                  to related party buyer of discontinued operations
              
              
              **5,907**
              
              
              620,798Accrued
                  expenses and other liabilities
              
              
              **27,460**
              
              
              88,090Total
                  current liabilities
              
              
              **33,367**
              
              
              720,543COMMITMENTS
                  AND CONTINGENCIES (See Notes)STOCKHOLDERS'
                  EQUITYPreferred
                  stock - $.001 par value; 5,000,000 shares authorized;0
                  shares issuedCommon
                  stock - $.001 par value; 25,000,000 shares authorized;10,181,554
                  shares issued
              
              
              **10,182**
              
              
              10,182Additional
                  paid-in capital
              
              
              **10,204,757**
              
              
              10,179,757Accumulated
                  deficit
              
              
              **(9,989,472**
              **)**
              
              (9,929,292
              )Common
                  stock in treasury at cost, 252,498 shares
              
              
              **(83,918**
              **)**
              
              (83,918
              )Total
                  stockholders' equity
              
              
              **141,549**
              
              
              176,729**$**
              **174,916**
              
              $
              897,272
  *The
                  accompanying notes are an integral part of these
                  statements.*






3






clickNsettle.com,
      Inc. and
      Subsidiaries


CONSOLIDATED
      STATEMENTS OF
      OPERATIONS (UNAUDITED)




Three
                  months ended December 31,
              
              Six
                  months ended December 31,**2005**
              
              2004*
              
              **2005**
              
              2004*Net
                  revenues
              
              
              **-**
              
              
              -
              
              
              **-**
              
              
              -General
                  and administrative expenses
              
              **$**
              **21,924**
              
              
              -
              
              **$**
              **62,777**
              
              $
              -Interest
                  income, net
              
              
              **1,199**
              
              
              -
              
              
              **2,597**
              
              
              -Loss
                  from continuing operations
              
              **$**
              **(20,725**
              **)**
              
              -
              
              **$**
              **(60,180**
              **)**
              
              -Discontinued
                  operationsLoss
                  from operations of discontinued business, includingloss
                  on disposal of $36,714 and $106,371, respectively
              
              
              **-**
              
              $
              (59,095
              )
              
              
              
              $
              (239,572
              )NET
                  LOSS
              
              **$**
              **(20,725**
              **)**
              $
              (59,095
              )
              **$**
              **(60,180**
              **)**
              $
              (239,572
              )Net
                  loss per common share - basic and dilutedFrom
                  continuing operations
              
              **$**
              **(0.00**
              **)**
              $
              -
              
              **$**
              **(0.01**
              **)**
              $
              -From
                  discontinued operations
              
              
              **-**
              
              
              (0.01
              )
              
              **-**
              
              
              (0.03
              )NET
                  LOSS
              
              **$**
              **(0.00**
              **)**
              $
              (0.01
              )
              **$**
              **(0.01**
              **)**
              $
              (0.03
              )Weighted-average
                  shares outstanding - basic and diluted
              
              
              **9,929,056**
              
              
              8,449,056
              
              
              **9,929,056**
              
              
              8,449,056




*Reclassified.
      See Note 2.


The
        accompanying notes are an integral part of these statements.






4




clickNsettle.com,
      Inc. and Subsidiaries


**CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE
      LOSS**  Six
      Months Ended December 31, 2005 and 2004 (unaudited)







AccumulatedAdditional
              
              
              
              other
              
              Common
              
              Total
              
              Compre-Common
                  stock
              
              paid-in
              
              Accumulated
              
              comprehensive
              
              stock
                  in
              
              stockholders'
              
              hensiveShares
              
              Amount
              
              capital
              
              deficit
              
              income
                  (loss)
              
              treasury
              
              equity
              
              lossBalances
                  at July 1, 2004
              
              
              8,701,554
              
              $
              8,702
              
              $
              10,104,325
              
              
              ($9,116,951
              )
              $
              51,422
              
              
              ($83,918
              )
              $
              963,580Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (239,572
              )
              
              
              
              
              
              
              
              (239,572
              )
              $
              (239,572
              )Change
                  in unrealized gain on marketable securities
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (51,422
              )
              
              
              
              
              (51,422
              )
              
              (51,422
              )Comprehensive
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (290,994
              )Balances
                  at December 31, 2004
              
              
              8,701,554
              
              $
              8,702
              
              $
              10,104,325
              
              $
              (9,356,523
              )
              $
              -
              
              $
              (83,918
              )
              $
              672,586Balances
                  at July 1, 2005
              
              
              10,181,554
              
              $
              10,182
              
              $
              10,179,757
              
              $
              (9,929,292
              )
              
              
              
              $
              (83,918
              )
              $
              176,729Imputed
                  contribution to capital for accounting services provided by
                  Buyer
              
              
              
              
              
              
              
              
              25,000
              
              
              
              
              
              
              
              
              
              
              
              25,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (60,180
              )
              
              
              
              
              
              
              
              (60,180
              )
              $
              (60,180
              )Comprehensive
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (60,180
              )**Balances
                  at December 31, 2005**
              
              
              **10,181,554**
              
              **$**
              **10,182**
              
              **$**
              **10,204,757**
              
              **$**
              **(9,989,472**
              **)**
              **$**
              **-**
              
              **$**
              **(83,918**
              **)**
              **$**
              **141,549**




The accompanying notes are an
      integral part of these statements.




5




clickNsettle.com,
        Inc. and Subsidiaries
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS (unaudited)
 Six
        months ended December 31,
  **2005**
              
              2004*Cash
                  flows from operating activitiesNet
                  loss
              
              **$**
              **(60,180**
              **)**
              $
              (239,572
              )Adjustments
                  to reconcile net loss to net cash used in operatingactivitiesImputed
                  contribution to capital for accounting services provided by
                  Buyer
              
              
              **25,000**Increase
                  in assets and liabilities of discontinued operations, net
              
              
              
              
              
              9,504Changes
                  in operating assets and liabilitiesDecrease
                  in prepaid expenses and other current assets
              
              
              **4,796**Decrease
                  in amount due to related party buyer of discontinued
                  operations
              
              
              **(614,891**
              **)**Decrease
                  in accounts payable, accrued expenses and other liabilities
              
              
              **(72,285**
              **)**Net
                  cash used in operating activities
              
              
              **(717,560**
              **)**
              
              (230,068
              )Cash
                  flows from investing activitiesNet
                  cash provided by investing activities of discontinued
                  operations
              
              
              **-**
              
              
              531,470Net
                  cash provided by investing activities
              
              
              **-**
              
              
              531,470Cash
                  flows from financing activitiesNet
                  cash used in financing activities
              
              
              **-**
              
              
              -NET
                  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
              
              
              **(717,560**
              **)**
              
              301,402Cash
                  and cash equivalents at beginning of period
              
              
              **870,684**
              
              
              730,869Cash
                  and cash equivalents at end of period
              
              **$**
              **153,124**
              
              $
              1,032,271
   *Reclassifed.
          See Note 2.
 *The
          accompanying notes are an integral part of these
          statements.*
  6




**CLICKNSETTLE.COM,
      INC. and SUBSIDIARIES**





Notes
      to
      Consolidated Financial Statements


Six
      months ended December 31, 2005


(Unaudited)




1.
      The
      consolidated balance sheet as of December 31, 2005 and the related consolidated
      statements of operations for the three and six month periods ended December
      31,
      2005 and 2004 have been prepared by clickNsettle.com, Inc., including the
      accounts of its wholly-owned subsidiaries. In the opinion of management, all
      adjustments necessary to present fairly the financial statements as of December
      31, 2005 and for all periods presented, consisting of normal recurring
      adjustments, have been made. Results of operations for the three and six month
      periods ended December 31, 2005 are not necessarily indicative of the operating
      results expected for the full year.





These
      consolidated financial statements should be read in conjunction with the
      consolidated financial statements and notes thereto for the year ended June
      30,
      2005 included in the Company’s Annual Report on Form 10-KSB. The accounting
      policies used in preparing these consolidated financial statements are the
      same
      as those described in the June 30, 2005 consolidated financial statements.





As
      a
      result of continued losses, the use of cash to operate as a publicly-held shell
      company 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
      (see Note 2), 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, 2005 consolidated financial
      statements which have been prepared assuming the Company will continue as a
      going concern. Accordingly, the accompanying consolidated financial statements
      do not include any adjustments that may result should the Company be unable
      to
      continue as a going concern.





2.
      On
      January 13, 2005, at the annual meeting of shareholders, the Company’s
      shareholders approved the sale of the assets of the Company’s dispute resolution
      business (the “ADR business”) and the assumption of all current and future
      liabilities and commitments of the ADR business to National Arbitration and
      Mediation, Inc. (the “Buyer”), a company owned by the Company’s Chief Executive
      Officer, Roy Israel. Specifically, the Company has been 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, the Buyer has guaranteed the payments due on the remainder of
      the
      Company’s automobile lease (which approximated $11,000 in total as of December
      31, 2005). Also, as of December 31, 2005, the Company remained contingently
      liable for additional payables and other items of approximately $265,200,
      assumed by the Buyer but not paid as of that date.




The
      loss
      from discontinued operations, including the loss on disposal of the discontinued
      operations, for the three and six months ended December 31, 2004 includes the
      following:  ****




**Three
                months**
            
            **Six
                months****Ended
                12/31/04******
            
            ******Ended
                12/31/04**Loss
                from operations of discontinued business
            
            
            ($22,381
            )
            
            ($133,201
            )Loss
                from disposal: Transaction costs of sale
            
            
            (
                36,714
            )
            
            (
                106,371
            )Loss
                from discontinued operations
            
            
            ($59,095
            )
            
            ($239,572
            )







7







The
      results from discontinued operations for the three and six months ended December
      31, 2004 follow:




Three
                months ended
              December
                31, 2004
            
            Six
                months ended
              December
                31, 2004Net
                Revenues
            
            **$**
            **978,527**
            
            **$**
            **1,748,921**Operating
                costs and expensesCosts
                of services
            
            
            **216,125**
            
            
            **382,861**Sales
                and marketing expenses
            
            
            **308,479**
            
            
            **562,076**General
                and administrative expenses
            
            
            **464,473**
            
            
            **973,437**Loss
                on impairment of furniture and equipment
            
            
            **14,819**
            
            
            **15,885****1,003,896**
            
            
            **1,934,259**Loss
                from operations
            
            
            **(25,369**
            **)**
            
            **(185,338**
            **)**Other
                IncomeInvestment
                income
            
            
            
            
            
            **45,701**Interest
                and dividends
            
            
            **2,466**
            
            
            **5,401**Other
                income
            
            
            **522**
            
            
            **1,035****2,988**
            
            
            **52,137**Loss
                from operations of discontinued business
            
            **$**
            **(22,381**
            **)**
            **$**
            **(133,201**
            **)**






Pursuant
      to the asset purchase agreement, as of January 13, 2005, the total cash to
      be
      retained by the Company was $254,331 before unpaid transaction costs, taxes,
      other payables and accrued liabilities. This amount was determined based upon
      the Company’s financial statements as of that date without adjustment for any
      subsequent realization of assets, incurrence of any additional liabilities
      or
      resolution of contingencies by the Buyer. The liabilities and assets other
      than
      cash were transferred to the Buyer 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 interest charge for the three
      and
      six months ended December 31, 2005 was $1,095 and $3,250 respectively. There
      were no similar charges in the prior year periods. The cash balances were
      substantially transferred from the Company to the Buyer during the period from
      August 2005 through December 2005. As of December 31, 2005, the Company had
      a
      balance due to the Buyer (including accrued but unpaid interest charges) in
      the
      amount of $5,907.




The
      costs
      of the transaction, which have been paid by the Company, included legal,
      accounting, tax advice and the cost of the fairness opinion. During the three
      and six months ended December 31, 2004, the Company incurred $36,714 and
      $106,371, respectively, of such costs, which are included in the loss on sale
      of
      discontinued operations on the accompanying statement of operations.




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
      prior
      period financial statements have been reclassified to show the assets,
      liabilities and results of operations as discontinued operations.




3.
      Basic
      earnings per share are based on the weighted average number of common shares
      outstanding without consideration of potential common stock. Diluted earnings
      per share are 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 and warrants, reduced by the shares
      that may be repurchased with the funds received from the exercise, based on
      the
      average price during the period. Diluted earnings per share is the same as
      basic
      earnings per share as potential common shares of 448,990 and 5,924,888, at
      December 31, 2005 and 2004, respectively, would be antidilutive as the Company
      incurred net losses for the three and six month periods ended December 31,
      2005
      and 2004.


8





4.
      In
      December 2002, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards No. 148 “Accounting for Stock-Based
      Compensation - Transition and Disclosure, an amendment of FASB Statement No.
      123” (“SFAS No. 148”). SFAS No. 148 encourages, but does not require, companies
      to record compensation cost for stock-based compensation plans at fair value.
      In
      addition, SFAS No. 148 provides alternative methods of transition for a
      voluntary change to the fair value based method of accounting for stock-based
      employee compensation and amends the disclosure requirements of Statement of
      Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation”
(“SFAS No. 123”). SFAS No. 148 requires disclosures in the summary of
      significant accounting policies in both annual and interim financial statements
      about the method of accounting for stock-based employee compensation and the
      effect of the method used on reported results.


Three
                    months ended December 31,2005
                
                2004Net
                    loss, as reported
                
                $
                (20,725
                )
                $
                (59,095
                )Deduct:
                    Total stock-based employeecompensation
                    expense determined underfair
                    value-based method for all awards,net
                    of related tax effects
                
                
                -
                
                
                (12,993
                )Proforma
                    net loss
                
                $
                (20,725
                )
                $
                (72,088
                )Net
                    loss per common share:Basic
                    and diluted - as reported
                
                $
                (0.00
                )
                $
                (0.01
                )Basic
                    and diluted - pro forma
                
                $
                (0.00
                )
                $
                (0.01
                )
  Six
                    months ended December 31,2005
                
                2004Net
                    loss, as reported
                
                $
                (60,180
                )
                $
                (239,572
                )Deduct:
                    Total stock-based employeecompensation
                    expense determined underfair
                    value-based method for all awards,net
                    of related tax effects
                
                
                -
                
                
                (25,986
                )Proforma
                    net loss
                
                $
                (60,180
                )
                $
                (265,558
                )Net
                    loss per common share:Basic
                    and diluted - as reported
                
                $
                (0.01
                )
                $
                (0.03
                )Basic
                    and diluted - pro forma
                
                $
                (0.01
                )
                $
                (0.03
                )




The
      Company adopted, effective December 31, 2002, the disclosure provisions of
      SFAS
      No. 148 and continues to account for stock-based compensation using the
      intrinsic value method prescribed in Accounting Principles Board Opinion No.
      25,
“Accounting for Stock Issued to Employees” and related interpretations.
      Accordingly, compensation expense cost is not recognized for options granted
      to
      employees and to members of the board of directors when such options are granted
      to board members in their capacity as directors. The fair value of each option
      grant is estimated on the date of grant using the Black-Scholes option-pricing
      model. The following table illustrates the effect on net loss and loss per
      share
      if the Company had applied the fair value recognition provisions of SFAS No.
      123
      to stock-based employee compensation. As of January 13, 2005, upon the sale
      of
      the Company’s operating business, in accordance with the Company’s Incentive and
      Nonqualified Stock Option Plan (the “Stock Plan”), all outstanding unvested
      employee stock options vested as of that date. 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.




9







During
      the three and six month periods ended December 31, 2005 and 2004, the Company
      did not grant any options and no options were exercised during such three and
      six month periods, respectively.




In
      December 2004, the FASB issued Statement of Financial Accounting Standard No.
      123 (R), “Share-based Payment” (“SFAS No. 123R”). SFAS No. 123 (R) establishes
      standards for the accounting for transactions in which an entity exchanges
      its
      equity instruments for goods or services. This statement focuses primarily
      on
      accounting for transactions in which an entity obtains employee services in
      share-based payment transactions. SFAS No. 123 (R) 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. 123 (R),
      only
      certain pro forma disclosures of fair value were required. SFAS No. 123 (R)
      is
      effective for public entities that file as small business issuers as of the
      beginning of the annual reporting period that begins after December 31, 2005
      and, thus, will be effective for us beginning with the first quarter of fiscal
      year 2007. The adoption of this statement is not expected to have a material
      impact on the financial statements of the Company.




5.
      The
      components of comprehensive loss are as follows:




Three
                  months ended December 31,2005
              
              2004Net
                  loss
              
              $
              (20,725
              )
              $
              (59,095
              )Change
                  in unrealized gain (loss)on
                  marketable securitiesComprehensive
                  loss
              
              $
              (20,725
              )
              $
              (59,095
              )
  Six
                  months ended December 31,2005
              
              2004Net
                  loss
              
              $
              (60,180
              )
              $
              (239,572
              )Change
                  in unrealized gain (loss)on
                  marketable securitiesReclassification
                  adjustment - lossincluded
                  in net loss
              
              
              
              
              
              (51,422
              )Comprehensive
                  loss
              
              $
              (60,180
              )
              $
              (290,994
              )


10


MANAGEMENT'S
      DISCUSSION AND ANALYSISOF
      FINANCIAL CONDITION


**AND
      RESULTS OF OPERATIONS**








From
      time
      to time, including in this quarterly report on Form 10-QSB, clickNsettle.com,
      Inc. (the “Company” or “we”) may publish forward-looking statements relating to
      such matters as anticipated financial performance, business prospects, future
      operations, new products, research and development activities 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.




**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 Shall 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 does acquire 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 to the current stockholders.





**We
      have Recent, and Anticipate Continuing, Losses and have Going Concern
      Considerations**





We
      have
      incurred operating losses during the last nine years and through December 31,
      2005. Going forward, if we do not acquire another operating business, there
      will
      be no future revenues being generated. However, the Company will continue to
      incur costs for continued public reporting obligations. Also, 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 assurances 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, 2005 consolidated financial statements which have been
      prepared assuming the Company will continue as a going concern. As a result
      of
      continued losses, the use of cash to operate as a publicly-held shell company
      and the uncertainty as to the Company’s ability to effect a merger or a similar
      transaction with the intent to acquire a new 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
      9,929,056 shares of common stock outstanding as of February 9, 2006. Of that
      number, Mr. Israel, our CEO, 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.




11


**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.





**RESULTS
      OF OPERATIONS**





**Overview**





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.





**Selection
      of a Business**





The
      Company is now considering business opportunities to combine with 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 be effective or the failure to establish a market
      for the target’s products or services or the failure to realize profits.




12


**Acquisition
      of a Business**





With
      respect to any transaction, 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
      substantially lesser percentage ownership interest in the Company following
      any
      transaction. 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 target company. Any
      transaction 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.








Second
      Quarter Ended December 31, 2005 Compared to Second Quarter Ended December 31,
      2004





The
      Company sold its sole operating business, ADR services, on January 13, 2005.
      Since that time, the Company has not had an operating business. The financial
      statements for the quarter ended December 31, 2004 have been reclassified to
      show the results of operations as discontinued operations. Currently, the
      Company is actively searching for a new operating business to combine with.
      There can be no assurances that any such transaction will be consummated.





Loss
      from
      continuing operations. The loss from continuing operations was $20,725 for
      the
      three months ended December 31, 2005 versus $0 for the three months ended
      December 31, 2004. Loss from continuing operations primarily reflects expenses
      incurred by the Company to maintain its existence as a publicly traded entity
      including its public reporting obligations subsequent to the sale of its
      operating business. Such expenses include insurance, audit and legal fees and
      the cost of an advertisement to publicize the availability of the Company’s
      publicly traded shell. Continuing operations in fiscal year 2006 also reflects
      the cost of accounting services that were contributed by the Buyer pursuant
      to
      the asset purchase agreement. Such services, valued at $5,000, were performed
      from October 1, 2005 through December 31, 2005 and included the preparation
      of
      the September 30, 2005 quarterly 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. There was no loss
      from
      continuing operations in the three months ended December 31, 2004 as the results
      of operations for that period have been reclassified as discontinued operations.




Loss
      from
      discontinued operations. Loss from discontinued operations was $0 for the three
      months ended December 31, 2005 versus $59,095 for the three months ended
      December 31, 2004. The loss for the three months ended December 31, 2004
      includes transaction costs incurred to affect the sale. The transaction costs
      incurred during the quarter ended December 31, 2004 were $36,714 and included
      accounting, tax advice and legal fees related to services rendered in connection
      with the sale of the Company’s ADR business. The loss from **** operations
      of the discontinued business for the three months ended December 31, 2004 was
      $22,381 **** and
      includes net revenues and net expenses of $978,527 and $1,003,896, respectively.
      Offsetting this loss was interest, dividends and other income of $2,988.
      Additionally, during the first half of the 2005 fiscal year, the Company had
      been exploring strategic alternatives to preserve shareholder value.
      Furthermore, during the three months ended December 31, 2004, the Company
      recorded no depreciation expense as the Company had recorded a loss from
      impairment on its furniture and fixtures at the end of the prior fiscal year.





13




Income
      Taxes. Tax benefits resulting from net losses incurred for the three months
      ended December 31, 2005 and 2004 were not recognized as the Company’s annual
      effective tax rate for each of these interim periods was estimated to be
      0%.





Net
      Loss.
      For the three months ended December 31, 2005, we had a net loss of $20,725
      as
      compared to a net loss of $59,095 for the three months ended December 31, 2004.
      The loss decreased as the Company is no longer operating the ADR business which
      had not been profitable in the prior quarterly period. Additionally, the loss
      in
      the three months ended December 31, 2004 included $36,714 of transaction costs
      incurred in connection with the sale of the ADR business.





Six
      months Ended December 31, 2005 Compared to Six months Ended December 31,
      2004





Loss
      from
      continuing operations. The loss from continuing operations was $60,180 for
      the
      six months ended December 31, 2005 versus $0 for the six months ended December
      31, 2004. Loss from continuing operations primarily reflects expenses incurred
      by the Company to maintain its existence as a publicly traded entity including
      its public reporting obligations subsequent to the sale of its operating
      business. Such expenses include insurance, audit and legal fees and the cost
      of
      an advertisement to publicize the availability of the Company’s publicly traded
      shell. Continuing operations in fiscal year 2006 also reflects the cost of
      accounting services that were contributed by the Buyer pursuant to the asset
      purchase agreement. Such services, valued at $25,000, were performed from July
      1, 2005 through December 31, 2005 and included the preparation of the June
      30,
      2005 annual financial statements and the September 30, 2005 quarterly 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. There was no loss from continuing operations in the six months
      ended December 31, 2004 as the results of operations for that period have been
      reclassified as discontinued operations.




Loss
      from
      discontinued operations. Loss from discontinued operations was $0 for the six
      months ended December 31, 2005 versus $239,572 for the six months ended December
      31, 2004. The loss for the six months ended December 31, 2004 includes
      transaction costs incurred to affect the sale. The transaction costs incurred
      during the six months ended December 31, 2004 were $106,371 and included
      professional fees to an investment banking firm and accounting, tax advice
      and
      legal fees related to services rendered in connection with the sale of the
      Company’s ADR business. The loss from **** operations
      of the discontinued business for the six months ended December 31, 2004 was
      $133,201 **** and
      includes net revenues and net expenses of $1,748,921 and $1,934,259,
      respectively. Offsetting this loss was gains on sales of investments of $45,701
      as the Company sold its entire portfolio of marketable securities during the
      first quarter of fiscal year 2005 and interest, dividends and other income
      of
      $6,436. Additionally, during the first half of the 2005 fiscal year, the Company
      had been exploring strategic alternatives to preserve shareholder value.
      Furthermore, during the six months ended December 31, 2004, the Company recorded
      no depreciation expense as the Company had recorded a loss from impairment
      on
      its furniture and fixtures at the end of the prior fiscal year.




Income
      Taxes. Tax benefits resulting from net losses incurred for the six months ended
      December 31, 2005 and 2004 were not recognized as the Company’s effective tax
      rate for each of these interim periods was estimated to be 0%.





Net
      Loss.
      For the six months ended December 31, 2005, we had a net loss of $60,180 as
      compared to a net loss of $239,572 for the six months ended December 31, 2004.
      The loss decreased as the Company is no longer operating the ADR business which
      had not been profitable in the prior six-month period. Additionally, the loss
      in
      the six months ended December 31, 2004 included $106,371 of transaction costs
      incurred in connection with the sale of the ADR business.





14


**Liquidity
      and Capital Resources**





At
      December 31, 2005, the Company had a working capital surplus of $141,549 as
      compared to $176,729 at June 30, 2005. The decrease in working capital occurred
      primarily as a result of the net loss. The Company has no operating
      business.





Net
      cash
      used in operating activities was $717,560 for the six months ended December
      31,
      2005 versus $230,068 for the six months ended December 31, 2004. Cash used
      in
      operating activities (including discontinued operations) principally increased
      as the Company paid substantially all of the amount due the Buyer of the ADR
      operations during the period from August 2005 through December 2005.





Net
      cash
      provided by investing activities was $0 for the six months ended December 31,
      2005 versus $531,470 for the six months ended December 31, 2004. The change
      in
      cash from investing activities was principally due to the fact that during
      the
      first half of fiscal year 2005, the Company sold its marketable securities
      and
      its certificates of deposit matured, the proceeds of which were invested
      primarily in money market funds.




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.




As
      a
      result of continued losses, the use of cash to operate as a publicly-held shell
      company and the uncertainty as to the Company’s ability to effect a merger or a
      similar transaction with the intent to acquire a new 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, 2005 consolidated financial statements which have
      been prepared assuming the Company will continue as a going concern.
      Accordingly, the accompanying consolidated financial statements do not include
      any adjustments that may result should the Company be unable to continue as
      a
      going concern.




15





****  **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 quarterly report, by others within the
      Company. Our CEO and CFO have reviewed our disclosure controls and procedures
      within 90 days prior to the filing of this quarterly report and have concluded
      that they are effective. There were no significant changes in our internal
      controls or other factors that could significantly affect our internal controls
      subsequent to the last date they were reviewed by our CEO and CFO.




16




**PART
      II - OTHER INFORMATION**








Item
                  1.
              Legal
                  Proceedings.Not
                  applicable.Item
                  2.
              Changes
                  in Securities and Use of ProceedsNot
                  applicable.Item
                  3.
              Defaults
                  upon Senior SecuritiesNot
                  applicable.Item
                  4.
              Submission
                  of matters to a Vote of Security HoldersNot
                  applicable.Item
                  5.
              Other
                  information.Not
                  applicable.Item
                  6.
              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)3.2
            By-Laws of the Company, as amended
              (2)10.1
            1996 Stock Option Plan, amended and
              restated(2)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 RegistrationStatement
                  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.




** Filed
      herewith.





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




None.


17
  **SIGNATURES**








In
      accordance with the requirements of the Exchange Act, the registrant has duly
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.




**clickNsettle.com,
              Inc.**Date: February
              9, 2006
            By:
            /s/ Roy
              IsraelRoy
              Israel Chairman of the
              Board,
                CEO and President


Date: February
              9, 2006
            By:
            /s/ Patricia
              Giuliani-RheaumePatricia
                Giuliani-Rheaume, Vice President,
              Chief
                Financial Officer and Treasurer






18