UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT,
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of Earliest Event Reported):
June 28, 2005
clickNsettle.com, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21419 25-2753988
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
990 Stewart Avenue, First Floor
Garden City, New York 11530
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 794-8950
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 4.01 Change in Registrant's Certifying Accountant
On January 13, 2005, clickNsettle.com, Inc. (the "Company") sold its
alternative dispute resolution business. 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 business combination.
As a consequence of this change, Grant Thornton LLP ("Grant Thornton") and the
Company's Board of Directors mutually decided to terminate their relationship so
that Grant Thornton would no longer serve as the Company's independent
registered public accounting firm, effective as of the date of this report, June
28, 2005.
Grant Thornton's reports on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion, disclaimer of opinion,
nor were they qualified or modified as to audit scope or accounting principles.
The report was qualified as to uncertainty about the Company's ability to
continue as a going concern as it had sustained significant losses and used
substantial amounts of cash in operations and the uncertainty as to the
Company's ability to sustain profitable operations.
During the Company's two most recent fiscal years and through June 28,
2005, there were no disagreements with Grant Thornton on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Grant Thornton, would have caused it to make reference to the subject matter of
the disagreements in connection with this report. No reportable events of the
type described in Item 304(a)(1)(iv)(B) of Regulation S-B occurred during the
two most recent fiscal years.
The Company has provided Grant Thornton with a copy of this disclosure and
requested that they furnish the Company with a letter addressed to the
Securities & Exchange Commission stating whether it agrees or disagrees with the
statements by the Company in this report and, if not, stating the respects in
which it does not agree. A letter from Grant Thornton to such effect is attached
hereto as Exhibit 16.1.
Also effective June 28, 2005, BP Audit Group, PLLC has been appointed by
the Board of Directors as the new independent registered public accounting firm
for the Company.
During its two most recent fiscal years and through June 28, 2005, the
Company has not consulted with BP Audit Group, PLLC on any matter that (i)
involved the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the Company's financial statements, in each case where written or oral advice
was provided, that was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue or (ii)
was either the subject of a disagreement or event, as that term is described in
Item 304(a)(1)(iv)(A) of Regulation S-B.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 16.1 Letter from Grant Thornton LLP dated
June 30, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned, hereunto duly authorized.
clickNsettle.com, Inc.
By: /s/ Roy Israel
Name: Roy Israel
Title: Chief Executive Officer and President
By: /s/ Patricia Giuliani-Rheaume
Name: Patricia Giuliani-Rheaume
Title: Chief Financial Officer and Vice President
Date: June 30, 2005
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EXHIBIT INDEX
Exhibit No. Description
16.1 Letter from Grant Thornton LLP dated June 30, 2005
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