UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2008
------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------------------- ----------------------
Commission File No. 0-21419
-----------------------------------
clickNsettle.com,Cardo Medical, Inc.
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2753988
- ---------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8899 Beverly Boulevard, Suite 619, Los Angeles, California 90048
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(310) 274-2036
Registrant's Telephone Number, including area code --------------------------
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $.001
- -----------------------------------------------------------------------------
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K [ ]
Indicate by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions
of "large accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). [X] Yes [ ] No
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter. $11,023,368
-----------------------
The Registrant had 203,360,222 shares of common stock, par value $.001,
outstanding as of September 19, 2008.
2
clickNsettle.com, Inc.
FORM 10-K
FISCAL YEAR ENDED June 30, 2008
TABLE OF CONTENTS
PART I
Item 1. Business 4
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 6
Item 6. Selected Financial Data N/A
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 8. Financial Statements and Supplementary Data F-1 - F-18
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
Item 9A(T) Controls and Procedures 8
Item 9B Other Information N/A
PART III
Item 10 Directors, Executive Officers and Corporate Governance 9 - 13
Item 11 Executive Compensation 14
Item 12 Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters 14 - 15
Item 13 Certain Relationships and Related Transactions,
and Director Independence 16
Item 14 Principal Accounting Fees and Services 17
PART IV
Item 15 Exhibits , Financial Statement Schedules 18
Signatures 19
Certifications 20 - 23
3
FORWARD-LOOKING STATEMENTS
This Form 10-K contains "forward-looking statements," as that term is
defined under the Private Securities Litigation Reform Act of 1995, or the
PSLRA. Forward-looking statements include statements about our expectations,
beliefs or intentions regarding our product development efforts, business,
financial condition, results of operations, strategies or prospects. You can
identify forward-looking statements by the fact that these statements do not
relate strictly to historical or current matters. Rather, forward-looking
statements relate to anticipated or expected events, activities, trends or
results as of the date they are made. Without limiting the foregoing, the
words "believes," "anticipates," "plans," "expects" and similar expressions
are intended to identify forward-looking statements. Because forward-looking
statements relate to matters that have not yet occurred, these statements are
inherently subject to risks and uncertainties that could cause our actual
results to differ materially from any future results expressed or implied by
the forward-looking statements.
Many factors could cause our actual activities or results to differ
materially from the activities and results anticipated in forward-looking
statements. Any or all of our forward-looking statements in this Form 10-K
may turn out to be wrong. They can be affected by inaccurate assumptions we
might make or by known or unknown risks and uncertainties. Consequently, no
forward-looking statement can be guaranteed. Actual future results may vary
materially. While we may elect to update these forward-looking statements at
some point in the future, we specifically disclaim any obligation to do so to
reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking statements. We intend that all forward-looking
statements be subject to the safe-harbor provisions of the PSLRA. These
forward-looking statements are only predictions and reflect our views as of
the date they are made with respect to future events and financial
performance.
PART I
Item 1. BUSINESS
clickNsettle.com, Inc., or CKST, was incorporated in the State of
Delaware on January 12, 1994. CKST previously was involved in the business
of providing alternative dispute resolution, or ADR, services. On October
31, 1994, CKST acquired all of the outstanding common stock of its
predecessor operating company, which was formed on February 6, 1992, and was
primarily owned by its former Chief Executive Officer and President. CKST's
predecessor began operations in March 1992 as a provider of ADR services.
CKST's predecessor was merged into CKST as of the end of June 1999. In June
2000, CKST's name was changed from "NAM Corporation" to "clickNsettle.com,
Inc." CKST ceased all operations relating to its historical ADR business in
January 2005 when it sold that business to National Arbitration and
Mediation, Inc., a company owned by CKST's former Chief Executive Officer.
After the sale of the ADR business, CKST had no operating business. CKST was
a publicly traded shell company actively searching for a new operating
business to acquire or to enter into a merger transaction.
4
Merger withEXPLANATORY NOTE
Cardo Medical, LLC
On August 29, 2008, subsequentInc. (the "Company," "we," "us," "our" or "Cardo") is
filing this Amendment No. 1 to CKST's fiscal year for which this
Annual Report is filed, CKST merged its wholly owned subsidiary Cardo
Acquisition LLC with Cardo Medical, LLC ("Cardo") (the "Merger"). Cardo is
now a wholly-owned subsidiary of CKST and the former members of Cardo control
CKST. CKST adopted Cardo's business plan. For more information on the
Merger, see the Company's Form 8-K filed on September 9, 2008.
Information about Cardo Medical, LLC and its Subsidiaries
Cardo Medical, LLC is an early-stage orthopedic medical device company
specializing in designing, developing and marketing reconstructive joint
devices and spinal surgical devices. Reconstructive joint devices are used
to replace knee, hip and other joints that have deteriorated through disease
or injury. Spinal surgical devices involve products to stabilize the spine
for fusion and reconstructive procedures. Within these areas, Cardo intends
to focus on the higher-growth sectors of the orthopedic industry, such as
advanced minimally invasive instrumentation and bone-conserving high-
performance implants. Cardo is focused on developing surgical devices that
will enable surgeons to bridge the gap between soft tissue-driven sports
medicine techniques and classical reconstructive surgical procedures. Cardo
commercializes its reconstructive joint devices through its Cardo Orthopedics
division and its spine devices through its Cardo Spine division. In December
2006, Cardo initiated sales of the Align 360 unicompartmental knee device, a
partial knee resurfacing device for the medial or lateral part of the knee.
Cardo has received approval under Section 510(k) of the Federal Food, Drug
and Cosmetic Act ("Section 510(k)") for its uniquely instrumented patello-
femoral arthroplasty, a resurfacing device for the back of the kneecap, as
well as for its total hip replacement system and its monopolar and bipolar
hip systems. Cardo also has received Section 510(k) approvals for its spinal
lumbar fusion system and its cervical plate and screw systems. Cardo is
actively engaged in a number of research and development projects for total
knee arthroplasty, spinal motion preservation, fusion devices and minimally
invasive approaches for treating an array of spinal disorders.
Employees
As of June 30, 2008, we had no employees. Our officers and directors
transact the business of the Company without compensation therefor.
Item 2. PROPERTIES
Until August 29, 2008, the Company maintained, at no cost to the
Company, its executive offices in approximately 500 square feet of office
space located at 4400 Biscayne Boulevard, Suite 950, Miami, Florida 33137,
within the offices of another company with which Glenn Halpryn and Noah
Silver are affiliated. Following the Merger, the Company is moving its
executive offices to Los Angeles, California.
Item 3. LEGAL PROCEEDINGS
We are not party to any legal proceedings, nor to the knowledge of our
management is any such proceeding threatened against us.
5
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year ended June 30, 2008, the
Company did not submit any matters to a vote of its security holders.
However, during November 2006, the Board approved a resolution amending its
Certificate of Incorporation to effect a reverse stock split of one for
fifteen shares and thereby adjusting the par value from $.0001 to $.001.
This resolution was approved by the consent of holders of a majority of our
outstanding shares of common stock.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
At the present time our shares are traded on the Over-the-Counter
Bulletin Board under the symbol CKST.
The following table sets forth, for the periods indicated, the range of
high and low closing bid prices for our common stock through June 30, 2008
for the periods noted, as reported by the National Quotations Bureau and the
Over-The-Counter Bulletin Board. Quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not represent actual
transactions.
Common Stock Closing Bid
Period High Low
- ---------------------------------- ------------- ------------
Fiscal Year of CKST Ended June 30, 2008
4th Fiscal Quarter $2.00 $1.05
3rd Fiscal Quarter $2.30 $0.16
2nd Fiscal Quarter $0.60 $0.30
1st Fiscal Quarter $0.49 $0.07
Fiscal Year of CKST Ended June 30, 2007:
4th Fiscal Quarter $0.12 $0.07
3rd Fiscal Quarter $0.22 $0.06
2nd Fiscal Quarter $0.10 $0.07
1st Fiscal Quarter $0.09 $0.06
We have not paid any cash dividends on our common or preferred stock and
do not anticipate paying any cash dividends in the foreseeable future.
Earnings, if any, will be retained to finance future growth. We may issue
shares of our common stock and preferred stock in private or public offerings
to obtain financing, capital or to acquire other businesses that can improve
our performance and growth. Issuance and/or sales of substantial amounts of
common stock could adversely affect prevailing market prices in our common
stock.
As of June 30, 2008 there were approximately 150 holders of record of
our common stock with 11,277,579 shares issued and outstanding.
6
We have no compensation plans under which our equity securities are
authorized for issuance, but, in connection with the Merger, we expect to
adopt an equity incentive plan.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with, and is qualified in its entirety by, the financial statements and the
notes thereto included with this Annual Report on Form 10-K our Annual
Report on Form 10-KSB for the fiscal year ended June 30, 2007, and our
subsequent Quarterly Reports on Form 10-QSB filed for the fiscal quarters
ended September 30, 2007, December 31, 2007 and March 31, 2008.
Status as Shell Company
CKST ceased all operations relating to its historical ADR business in
January 2005 as a result of the sale of that business. Therefore, before the
consummation of the Merger, CKST was a shell company that had no operations
or revenues and had assets consisting only of cash, cash equivalents and
nominal other assets. Our expenses consisted of the amounts required to
maintain our status as a reporting public company, the costs associated with
the sale of stock in September 2007 and March 2008, and the costs incurred in
connection with the Merger. Professional fees constituted our primary
expense. Our expenses were greater than our interest income.
At June 30, 2008, we had cash and cash equivalents of $2,651,572,
liabilities of $14,676, and an accumulated deficit of $10,358,647. CKST's
net loss for the fiscal year ended June 30, 2008 was $261,107. Expenses in
fiscal 2008 were higher than in the previous year principally because of the
stock sales and the resulting changes of control in September 2007 and March
2008.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Contractual Obligations
We had no contractual obligations at June 30, 2008.
7
Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ClickNsettle.com, Inc.
For the Years Ended June 30, 2008 and 2007
F-1
ClickNsettle.com, Inc.
For the Years Ended June 30, 2008 and 2007
Contents
Report of Independent Registered Public Accounting Firm F-3-F-4
Balance Sheets as of June 30, 2008 and 2007 F-5
Statements of Operations for the years
ended June 30, 2008 and 2007 F-6
Statements of Changes in Stockholders' Equity for the
years ended June 30, 2008 and 2007 F-7-F-8
Statements of Cash Flows for the years ended
June 30, 2008 and 2007 F-9
Notes to Financial Statements F-10-F-18
F-2
Report of Independent Registered Public Accounting Firm
Board of Directors
clickNsettle.com, Inc.
Miami, Florida
We have audited the accompanying balance sheet of clickNsettle.com, Inc.
as of June 30, 2008 and the related statement of operations, changes in
stockholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the management of clickNsettle.com, Inc.
Our responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of clickNsettle.com, Inc. as of June
30, 2007, and for the year then ended was audited by other auditors who have
ceased operations. Those auditors expressed an unqualified opinion with an
explanatory paragraph (going concern) on those financial statements in their
report dated September 18, 2007.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required at this time to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit 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 includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides 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, 2008 and the results of its operations and its cash flows for the year
then ended in conformity with United States generally accepted accounting
principles.
Pender Newkirk & Company LLP
Certified Public Accountants
Tampa, Florida
September 26, 2008
F-3
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
*This report is a copy of the previously issued report and the predecessor
auditor has not reissued the report.
F-4
CLICKNSETTLE.COM, INC.
BALANCE SHEETS
June 30
2008 2007
------------ ------------
Assets
Current Assets
Cash and cash equivalents $ 2,651,572 $ 82,097
Prepaids 9,567 5,013
------------ ------------
Total Current Assets 2,661,139 87,110
------------ ------------
Total Assets $ 2,661,139 $ 87,110
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 14,676 $ 25,829
----------- ------------
Total current liabilities 14,676 25,829
------------ ------------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock; $.001 par value;
50,000,000 shares authorized; none
issued and outstanding
Common stock; $.001 par value;
750,000,000 shares authorized;
11,277,579 shares issued and
outstanding in 2008; 1,018,170
shares issued and 992,920 shares
outstanding in 2007 11,277 1,018
Additional paid in capital 12,993,833 10,241,721
Accumulated deficit (10,358,647) (10,097,540)
Less: treasury stock
(25,250 shares) at cost - (83,918)
------------ ------------
Total stockholders' equity 2,646,463 61,281
------------ ------------
Total Liabilities and Stockholders' equity $ 2,661,139 $ 87,110
============ ============
See accompanying notes to financial statements.
F-5
CLICKNSETTLE.COM, INC.
STATEMENTS OF OPERATIONS
Years Ended June 30
2008 2007
------------ ------------
Operating Expenses
Professional fees $ 218,911 $ -
General and administrative 87,616 79,802
------------ ------------
Total Operating Expenses 306,527 79,802
Loss from Operations (306,527) (79,802)
------------ ------------
Other Income
Interest income 45,420 4,358
------------ ------------
Total Other Income 45,420 4,358
------------ ------------
Net loss $ (261,107) $ (75,444)
============ ============
Net loss per share - $ (0.04) $ (0.08)
Basic and Diluted ============ ============
Weighted average number of
shares outstanding during
the year-basic and diluted 6,065,160 992,921
============ ============
See accompanying notes to financial statements.
F-6
CLICKNSETTLE.COM, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended June 30, 2008 and 2007
Common Stock
$0.001 Par Value Additional
------------------ Paid in Accumulated Treasury Subscription
Shares Amount Capital Deficit Stock Receivable Total
--------- -------- ----------- ------------- ---------- --------- ----------
Balance, June 30, 2006 1,018,155 $ 1,018 $10,221,921 $(10,022,096) $ (83,918) $ - $ 116,925
Increase in shares issued
due to reconciliation with
transfer agent 15 - - - - - -
Contributed services-
Related party - - 19,800 - - - 19,800
--------- -------- ----------- ------------- ---------- --------- ----------
Net loss 2007 - - - (75,444) - - (75,444)
--------- -------- ----------- ------------- ---------- --------- ----------
Balance, June 30, 2007 1,018,170 1,018 10,241,721 (10,097,540) (83,918) - 61,281
Issuance of common stock for
cash ($0.349/share) 4,492,105 4,492 1,562,508 - - (25,500) 1,541,500
Issuance of common stock as a
finder's fee ($0.001 per share) 30,000 30 (30) - - - -
Cash paid as finder's fee - - (55,000) - - - (55,000)
Collection of prior period
subscription - - - - - 25,500 25,500
Issuance of common stock for
cash ($0.23/share), net of
offering costs 5,762,448 5,762 1,328,527 - - - 1,334,289
Cancellation of treasury stock (25,250) (25) (83,893) - 83,918 - -
F-7
Increase in shares issued
due to reconciliation with
transfer agent 106 - - - - - -
Net loss 2008 - - - (261,107) - - (261,107)
------------ -------- ----------- ------------- ---------- --------- -----------
Balance, June 30, 2008 11,277,579 $ 11,277 $12,993,833 $(10,358,647) $ - $ - $2,646,463
See accompanying notes to financial statements.
F-8
CLICKNSETTLE.COM, INC.
STATEMENTS OF CASH FLOWS
Years Ended June 30
2008 2007
------------ ------------
Cash Flows From Operating activities
Net Loss $ (261,107) (75,444)
Adjustments to reconcile net loss
to net cash used in operations
Contributed services-former related party - 19,800
Changes in operating assets and liabilities:
(Increase) decrease in:
prepaid asset (4,554) 7,265
Increase (decrease) in:
Accounts payable and accrued liabilities (11,153) 1,256
------------ ------------
Net Cash Used In Operating Activities (276,814) (47,123)
------------ ------------
Cash Flows From Financing activities
Proceeds from sale of common stock 2,905,100 -
Cash paid as direct offering cost (3,811) -
Cash paid as finder's fee (55,000) -
------------ ------------
Net Cash Provided by Financing Activities 2,846,289 -
------------ ------------
Net Increase (Decrease) in Cash
and Cash Equivalents 2,569,475 (47,123)
------------ ------------
Cash and cash equivalents-beginning of year $ 82,097 $ 129,220
------------ ------------
Cash and cash equivalents-end of year $ 2,651,572 $ 82,097
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid for interest $ - $ -
============ ============
Cash paid for taxes $ - $ -
============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Stock paid as finder's fee (30,000 shares)
(See Note 3) $ 300 $ -
============ ============
Cancellation of treasury stock $ 83,918 $ -
============ ============
See accompanying notes to financial statements.
F-9
ClickNsettle.com, Inc.
Notes to Financial Statements
June 30, 2008 and 2007
1. Nature of Operations and Summary of Significant Accounting Policies
(A) Nature of Operations and Liquidity
clickNsettle.com, Inc. ("CKST") previously provided a broad range of
Alternative Dispute Resolution ("ADR") services, primarily arbitrations and
mediations, principally in the United States. CKST incorporated on January
12, 1994 and began operations on February 15, 1994. On October 31, 1994, the
predecessor operating company, which CKST's former Chief Executive Officer
primarily owned, was acquired by and became a wholly owned subsidiary of
CKST. 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 CKST at their historical
carrying values. The predecessor operating company also provided a broad
range of ADR services, including arbitrations and mediations. The
predecessor operating company began operations in March 1992.
Prior to January 1, 2006, the accompanying financial statements of
clickNsettle.com, Inc. included the accounts of its wholly owned
subsidiaries, Michael Marketing LLC and clickNsettle.com LLC (collectively
referred to herein as the "Company"). As of January 1, 2006, the Company
transferred ownership of its wholly owned subsidiary, Michael Marketing LLC,
to National Arbitration and Mediation, Inc. ("NAMI"). Such subsidiary was
inactive and had no operations or net assets. Previously, the Company
dissolved its other wholly owned subsidiary, clickNsettle.com LLC, as it was
also inactive and had no operations or net assets. On January 13, 2005, CKST
sold its ADR services. As such, the Company no longer owns any subsidiaries
or has any operations.
Subsequent to year end the Company effected a reverse acquisition with
an operating company utilizing its common stock and cash on hand. The
closing occurred on August 29, 2008. (See Note 3(G))
(B) Use of Estimates
In preparing financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements, and revenues and expenses during the periods
presented. Actual results may differ from these estimates. Significant
estimates in 2008 and 2007 include a 100% valuation allowance for deferred
taxes due to the Company's continuing and expected future losses.
(C) Cash and Cash Equivalents
The Company minimizes its credit risk associated with cash by
periodically evaluating the credit quality of its primary financial
institution. The balance at times may exceed federally insured limits. At
June 30, 2008, the balance exceeded the federally insured limit by
$2,451,572.
F-10
For purposes of the statements of cash flows, the Company considers all
highly liquid instruments with a maturity of three months or less and money
market accounts to be cash equivalents.
(D) Earnings per Share
Basic earnings (loss) per share is computed by dividing the net income
(loss) less preferred dividends for the period by the weighted average number
of shares outstanding. Diluted earnings (loss) per share is computed by
dividing net income (loss) less preferred dividends by the weighted average
number of shares outstanding including the effect of share equivalents. On
March 13, 2008, the Company declared a one for ten reverse stock split. All
share and per share amounts have been retroactively restated.
At June 30, 2008 and 2007, the Company had outstanding common stock
equivalents consisting of 20,999 and 21,399 stock options, respectively,
which could potentially dilute earnings (loss) per share. All common stock
equivalents existing at these dates were antidilutive due to the reported net
loss; as such, there was no separate computation for diluted earnings per
share.
(E) Income Taxes
The Company accounts for income taxes under the liability method in
accordance with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Under this method, deferred income tax assets
and liabilities are determined based on differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.
We adopted the provisions of FASB Interpretation No. 48; "Accounting for
Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109"
("FIN 48"). FIN 48 contains a two-step approach to recognizing and measuring
uncertain tax positions. The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates it
is more likely than not that the position will be sustained on audit,
including resolution of related appeals or litigation processes, if any. The
second step is to measure the tax benefit as the largest amount that is more
than 50% likely of being realized upon ultimate settlement. We consider many
factors when evaluating and estimating our tax positions and tax benefits,
which may require periodic adjustments. At June 30, 2008 and 2007,
respectively, we did not record any liabilities for uncertain tax position.
(F) Segment Information
The Company follows Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information." At
June 30, 2008 and 2007, respectively, the Company only operated in one
segment; therefore, segment information has not been presented.
F-11
(G) Recent accounting pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements", which clarifies the principle that fair value should be based
on the assumptions that market participants would use when pricing an asset
or liability. It also defines fair value and establishes a hierarchy that
prioritizes the information used to develop assumptions. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. The Company does not expect SFAS No. 157 to have a
material impact on its financial position, results of operations or cash
flows.
In February 2007, the FASB issued SFAS 159, "The Fair Value Option for
Financial Assets and Financial Liabilities", which permits entities to choose
to measure many financial instruments and certain other items at fair value.
The unrealized gains and losses on items for which the fair value option has
been elected should be reported in earnings. The decision to elect the fair
value option is determined on an instrument-by-instrument basis, should be
applied to an entire instrument and is irrevocable. Assets and liabilities
measured at fair values pursuant to the fair value option should be reported
separately in the balance sheet from those instruments measured using other
measurement attributes. SFAS No. 159 is effective as of the beginning of the
Company's 2009 fiscal year. The adoption of SFAS No. 159 is not expected to
have a material effect on the Company's financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements, an amendment of Accounting
Research Bulletin No 51" ("SFAS 160"). SFAS 160 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties
other than the parent, changes in a parent's ownership of a noncontrolling
interest, calculation and disclosure of the consolidated net income
attributable to the parent and the noncontrolling interest, changes in a
parent's ownership interest while the parent retains its controlling
financial interest and fair value measurement of any retained noncontrolling
equity investment. SFAS 160 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early adoption is prohibited. The adoption of SFAS No.
160 is not expected to have a material effect on the Company's financial
position, results of operations or cash flows.
In December 2007, the FASB issued SFAS 141R, "Business Combinations"
("SFAS 141R"), which replaces FASB SFAS 141, "Business Combinations". This
Statement retains the fundamental requirements in SFAS 141 that the
acquisition method of accounting be used for all business combinations and
for an acquirer to be identified for each business combination. SFAS 141R
defines the acquirer as the entity that obtains control of one or more
businesses in the business combination and establishes the acquisition date
as the date that the acquirer achieves control. SFAS 141R will require an
entity to record separately from the business combination the direct costs,
where previously these costs were included in the total allocated cost of the
acquisition. SFAS 141R will require an entity to recognize the assets
acquired, liabilities assumed, and any non-controlling interest in the
acquired at the acquisition date, at their fair values as of that date. This
F-12
compares to the cost allocation method previously required by SFAS No. 141.
SFAS 141R will require an entity to recognize as an asset or liability at
fair value for certain contingencies, either contractual or non-contractual,
if certain criteria are met. Finally, SFAS 141R will require an entity to
recognize contingent consideration at the date of acquisition, based on the
fair value at that date. This Statement will be effective for business
combinations completed on or after the first annual reporting period
beginning on or after December 15, 2008. Early adoption of this standard is
not permitted and the standards are to be applied prospectively only. Upon
adoption of this standard, there would be no impact to the Company's results
of operations and financial condition for acquisitions previously completed.
The adoption of SFAS No. 141R is not expected to have a material effect on
the Company's financial position, results of operations or cash flows.
In January 2008, the SEC released SAB No. 110, which amends SAB No. 107
which provided a simplified approach for estimating the expected term of a
"plain vanilla" option, which is required for application of the Black-
Scholes option pricing model (and other models) for valuing share options.
At the time, the Staff acknowledged that, for companies choosing not to rely
on their own historical option exercise data (i.e., because such data did not
provide a reasonable basis for estimating the term), information about
exercise patterns with respect to plain vanilla options granted by other
companies might not be available in the near term; accordingly, in SAB No.
107, the Staff permitted use of a simplified approach for estimating the term
of plain vanilla options granted on or before December 31, 2007. The
information concerning exercise behavior that the Staff contemplated would be
available by such date has not materialized for many companies. Thus, in SAB
No. 110, the Staff continues to allow use of the simplified rule for
estimating the expected term of plain vanilla options until such time as the
relevant data becomes widely available. The Company does not expect its
adoption of SAB No. 110 to have a material impact on its financial position,
results of operations or cash flows.
In March 2008, the FASB issued SFAS No. 161 "Disclosures about
Derivative Instruments and Hedging Activities-An Amendment of FASB Statement
No. 133" ("SFAS 161"). SFAS 161 establishes the disclosure requirements for
derivative instruments and for hedging activities with the intent to provide
financial statement users with an enhanced understanding of the entity's use
of derivative instruments, the accounting of derivative instruments and
related hedged items under Statement 133 and its related interpretations, and
the effects of these instruments on the entity's financial position,
financial performance, and cash flows. This statement is effective for
financial statements issued for fiscal years beginning after November 15,
2008. The Company does not expect its adoption of SFAS 161 to have a
material impact on its financial position, results of operations or cash
flows.
In April 2008, the FASB issued FASB Staff Position ("FSP") SFAS No. 142-
3, "Determination of the Useful Life of Intangible Assets". This FSP amends
the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible
asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"). The intent of this FSP is to improve the consistency between
the useful life of a recognized intangible asset under SFAS 142 and the
F-13
period of expected cash flows used to measure the fair value of the asset
under SFAS 141R, and other GAAP. This FSP is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. Early adoption is prohibited.
The Company is currently evaluating the impact of SFAS FSP 142-3, but does
not expect the adoption of this pronouncement to have a material impact on
its financial position, results of operations or cash flows.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles" ("SFAS 162"). SFAS 162 identifies the
sources of accounting principles and the framework for selecting principles
to be used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting
principles in the United States. This statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight
Board's amendments to AU section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles. The Company is
currently evaluating the impact of SFAS 162, but does not expect the adoption
of this pronouncement to have a material impact on its financial position,
results of operations or cash flows.
Other accounting standards that have been issued or proposed by the FASB
or other standards-setting bodies do not require adoption until a future date
and are not expected to have a material impact on the financial statements
upon adoption.
(H) Reclassifications
Certain amounts in the year 2007 financial statements have been
reclassified to conform to the year 2008 presentation. These
reclassifications had no material effect on the financial position, results
of operations or cash flows.
2. Income Taxes
SFAS 109 requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial statements
and the tax basis of assets and liabilities, and for the expected future tax
benefit to be derived from tax losses and tax credit carryforwards. SFAS 109
additionally requires the establishment of a valuation allowance to reflect
the likelihood of realization of deferred tax assets.
The Company has a net operating loss carryforward for tax purposes
totaling $9,290,624 at June 30, 2008, expiring from 2012 through the year
2028. Additionally, the Company had a net capital loss carryforward for
federal income tax reporting purposes at June 30, 2008 of approximately
$37,400 which expires in 2009. No income taxes were paid in the years ended
June 30, 2008 and 2007. Internal Revenue Code Section 382 places a
limitation on the amount of taxable income that can be offset by
carryforwards after a change in control (generally greater than a 50% change
in ownership). Net deferred tax assets, are as follows at June 30, 2008 and
2007:
F-14
Gross deferred tax assets: 2008 2007
Capital loss carryover 14,600
Contribution carryover 300
Net operating loss carryforwards $ 3,623,300 $ 3,525,800
------------ ------------
Total deferred tax assets 3,638,200 3,525,800
Less: valuation allowance (3,638,200) (3,525,800)
------------ ------------
Net deferred tax asset recorded $ - $ -
The valuation allowance at June 30, 2007 was $3,525,800. The net change
in valuation allowance during the year
ended June 30, 2008, wasfiled with the Securities and Exchange Commission (the
"SEC") on September 29, 2008 (the "Original Filing") to include in Item 9A(T)
management's conclusion that, based on an increase
of $112,400. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or
all of the deferred income tax assets will not be realized. The ultimate
realization of deferred income tax assets is dependent upon any Section 382
limitationsassessment conducted by our former
principal executive officer and the generation of future taxable income during the periodsformer principal financial officer in
which those temporary differences become deductible. Management considers
the scheduled reversal of deferred income tax liabilities, projected future
taxable income, and tax planning strategies in making this assessment. Based
on consideration of these items, management has determined that enough
uncertainty exists relative to the realization of the deferred income tax
asset balances to warrant the application of a full valuation allowance as ofconnection with such filing, our internal control over financial reporting
operated effectively at June 30, 2008. The actual tax benefit differsThis conclusion was inadvertently
omitted from the expected tax benefit for the
period ended June 30, 2008 and 2007 (computed by applying the U.S. Federal
Corporate tax rate of 34%Original Filing. This Form 10-K/A continues to income before taxes and 7.58% for State income
taxes, a blended rate of 39.00%) as follows:
2008 2007
Expected tax expense (benefit)-Federal $ (82,100) $ (25,651)
Expected tax expense (benefit)-State (19,800) ( 3,338)
Nondeductible expenses and other-net (10,500) 40,589
------------ ------------
Change in valuation allowance (112,400) (11,600)
============ ============
Actual tax expense (benefit) $ - $ -
3. Stockholders' Equity
(A) Stock Issued for Cash
On September 26, 2007, the Company sold 4,492,105 shares of restricted
common stock for $1,567,000 ($0.349/share). The sale resulted in control
being obtained by a third party investor group.
F-15
On December 19, 2007, the Company entered into a stock purchase
agreement with a new group of investors for the sale of 51% of the Company's
outstanding common stock. The transaction closed on March 18, 2008, whereby
the Company sold 5,762,448 shares of common stock for $1,334,289, net of
offering costs ($0.23/share). This transaction resulted in a further change
of control.
(B) Stock Issued as Finder's Fee
On September 26, 2007, the Company issued 30,000 shares of restricted
common stock, having a fair value of $300, as a finder's fee relating to the
Company's change in control. The payment had a net effect on equity of $0,
as additional paid in capital was debited and common stock was credited for
the same balance at par value.
(C) Cash Paid as Finder's Fee
On September 26, 2007, the Company paid $55,000 to an individual as a
finder's fee.
(D) Stock Options
A summary of stock option activity for the years ended June 30, 2008 and
2007 is as follows:
Weighted
Average
Number of Exercise
Options Price
Stock Options
Balance at June 30, 2006 44,897 $14.20
Granted - -
Exercised - -
Cancelled/Forfeited (23,498) 24.40
----------- -----------
Balance at June 30, 2007 21,399 $ 3.02
Granted - -
Exercised - -
Cancelled/Forfeited (400) 11.25
----------- -----------
Balance at June 30, 2008 20,999 $ 2.86
=========== ===========
Options exercisable at June 30, 2008 20,999 $ 2.86
=========== ===========
Weighted average fair value of options
granted during 2008 $ -
===========
F-16
Outstanding Exercisable
------------------------------------- ---------------------
Number Weighted Number
Outstanding Average Weighted Exercisable Weighted-
at Remaining Average at average
Range of June 30 Contractual Exercise June 30 Exercise
Exercise Price 2008 Life Price 2008 Price
- ----------------------------------------------------------------------------
$ 0.50-$ 1.08 15,000 5.50 yrs. $ 0.79 15,000 $ 0.79
$ 1.55-$ 2.00 3,999 3.62 yrs. $ 1.83 3,999 $ 1.83
$ 7.82-$11.25 500 0.99 yrs. $ 7.82 500 $ 7.82
$24.69 1,500 1.99 yrs. $24.69 1,500 $24.69
----------- ---------- ----------- --------- ---------
$ 0.50-$24.69 20,999 4.13 yrs. $ 2.86 20,999 $ 2.86
=========== ========== =========== ========= =========
(E) Authorized Capital
On March 13, 2008, the Company increased its authorized share capital to
50,000,000 shares of preferred stock and 750,000,000 shares of common stock.
(F) Cancellation of Treasury Stock
On March 14, 2008, the Company cancelled its outstanding treasury stock.
(G) Reverse Acquisition and Recapitalization
On August 29, 2008, clickNsettle.com, Inc. completed an acquisition of
Cardo Medical, LLC, a privately held California limited liability company,
and its subsidiaries pursuant to a Merger Agreement and Plan of
Reorganization, datedspeak as of June 18, 2008, as amended, by and among CKST,
Cardo and Cardo Acquisition, LLC, a California limited liability company and
wholly-owned subsidiary of CKST. Cardo merged with and into Cardo
Acquisition, LLC, with Cardo continuing as the surviving entity in the merger
and a wholly-owned subsidiary of CKST (referred to as the "Merger"). Cardo
stockholders were issued common shares of CKST, resulting in a change of
control for CKST. The original CKST stockholders will retain a non-
controlling interest.
Each Cardo unit issued and outstanding was converted into and exchanged
for the right to receive 667,204.70995 shares of common stock of CKST. As a
result of the Merger, CKST's stockholders and optionholders own approximately
5.5% of the combined company on a fully diluted basis (or 11,298,979 shares
of common stock outstanding and underlying options), the former members of
Cardo own approximately 93.3% of the combined company on a fully diluted
basis (or 192,082,643 shares of common stock), and optionholders of Cardo
own approximately 1.2% of the combined company on a fully diluted basis (or
2,398,400 shares of common stock underlying those options).
F-17
In connection with the consummation of the Merger and with the approval
of its stockholders on September 16, 2008, CKST will amend its Certificate of
Incorporation to change its name from "clickNsettle.com, Inc." to "Cardo
Medical, Inc."
The Company intends to account for this transaction as a reverse
acquisition and recapitalization of Cardo. At closing, CKST did not have any
material operations and majority-voting control was transferred to Cardo.
The transaction will require a recapitalization of Cardo. Since Cardo
acquired a controlling voting interest, it is deemed the accounting acquiror,
while CKST is deemed the legal acquiror. The historical financial statements
of the Company will be those of Cardo, and of the consolidated entities from
the date of Merger and subsequent. Since the transaction will be considered
a reverse acquisition and recapitalization, the guidance in SFAS No. 141 will
not apply for purposes of presenting pro-forma financial information.
OnOriginal Filing, September 29, 2008. As reported herein,
clickNsettle.com, Inc. merged with Cardo on August 29, 2008, the Company changed its fiscal year end to December
31.
F-18
Part III
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE2008. Our financial statements for the year ended June 30, 2007 were
previously audited by BP Audit Group, PLLC ("BP"). On October 2, 2007, BP
resigned as the Independent Registered Certified Public Accounting Firm for
the Company. Their report on such financial statements has not been reissued
due to their discontinuation of their public accountingpost-merger
officers and auditing
operations. Their previously issued report is included herein.
The reports of BP on the Company's financial statements for the years
ended June 30, 2007directors are filing and 2006 expressed substantial doubt about our ability to
continue as a going concern because we had no operating business. The
reports of BP did not otherwise contain an adverse opinion or disclaimer of
opinion, nor were such reports modified as to uncertainty, audit scope or
accounting principles.
During the years ended June 30, 2007 and 2006, and through October 2,
2007, there were no disagreements with BP, whether or not resolved, on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of
BP, would have caused BP to make reference thereto in their reports on the
financial statements for such years.
During the years ended June 30, 2007 and 2006, and through October 2,
2007, there were no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K).
On October 3, 2007, we engaged Pender Newkirk & Company LLP as the
Company's principal accountant to audit our financial statements.certifying this Amendment.
Item 9A(T). CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Disclosure controls and procedures mean the methods designed to ensure
that information that the Company is required to disclose in the reports that
it files with the Securities and Exchange Commission is recorded, processed,
summarized and reported within the time periods required. Our controls and
procedures are designed to ensure that all information required to be
disclosed is accumulated and communicated to our management to allow timely
decisions regarding disclosure.
Our controls and procedures are also
designed to provide reasonable assurance of the reliability of our financial
reporting and accurate recording of our financial transactions.
Our Management is responsible for establishing and maintaining adequate
internal control over financial reporting. Under the supervision and with the participation of our Management,management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as of June 30, 2008.
Based on this evaluation, and
8
using the COSO framework, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.
No material
weaknesses in ourManagement's report on internal control over financial reporting
were identified.Our controls and procedures are designed to provide reasonable assurance
of the reliability of our financial reporting and accurate recording of our
financial transactions. Our management is responsible for establishing and
maintaining adequate internal control over financial reporting. Under the
supervision and with the participation of the Company's management, including
3
the principal executive officer and the principal financial officer, the
Company's management conducted an evaluation of the effectiveness of its
internal control over financial reporting as of June 30, 2008 as required by
the Securities Exchange Act of 1934 Rule 13a-15(c). Our management assessed
the risks associated with the reliability of our financial reporting by
identifying the risks that could result in a misstatement in our financial
statements. Our management's daily involvement
withIn making this assessment, the business providesCompany's management used the
necessary knowledge to identifycriteria set forth in the framework in "Internal Control-Integrated
framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission. No material weaknesses in our internal control over
financial reporting risks. Based on such knowledge,were identified, and our management believesprincipal executive officer and
principal financial officer concluded that itthe Company has controls in place
that address our financial reporting risks and that such controls operate effectively.operated
effectively as of June 30, 2008.
This Annual Report on Form 10-K does not include an attestation report
of the Company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Company's registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to
provide only management's report in this annual report.
Changes in internal control over financial reporting
Based on an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, there has been no significant change in our internal
controls over financial reporting during our last fiscal quarter identified
in connection with that evaluation that materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
A control system, however well designed and operated, can provide only
reasonable, not absolute, assurance that the control system's objectives will
be met. There are inherent limitations in all control systems, and no
evaluation of controls can provide absolute assurance that all control gaps
or instances of fraud have been detected. These inherent limitations include
the realities that the judgments in decision-making can be faulty, and that
simple errors or mistakes can occur.
This Annual Report on Form 10-K does not include an attestation report
of the Company's registered public accounting firm regardingCardo Medical's pre-merger disclosure controls and procedures and internal
control over financial reporting.
Management's report was not subjectPrior to attestation
by the Company's registered public accounting firm pursuant to temporary
rulesmerger of the SecuritiesCKST and Exchange Commission that permit the Company to
provide only management's reportCardo, Cardo identified material
weaknesses in this annual report.
There were no significant changes in ourits disclosure controls and procedures and its internal controlscontrol
over financial reporting during the most recent fiscal year.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table sets forth information, as of June 30, 2008,
concerning the Company's executive officersDecember 31, 2007 and, directors, including their
ages:
Name Age Position
Glenn L. Halpryn 48 Chairman of the Board, Chief
Executive Officer, President
Noah M. Silver 50 Vice President, Secretary
Treasurer and Director
Alan Jay Weisberg 62 Chief Financial and Accounting
Officer and Director
Curtis Lockshin 48 Director
9accordingly, concluded
4
Business Experiencethat its disclosure controls and procedures and internal control over
financial reporting were not effective as of Directorsthat date. Cardo has reported
these weaknesses and Executive Officers During the Past Five
Years
Glenn L. Halpryn. Mr. Halpryn has served as the Company's Chairman of
the Board, Chief Executive Officerits efforts to mitigate and President since October 2007. Mr.
Halpryn has been Chairman of the Board and Chief Executive Officer of
Quikbyte Software, Inc. since July 2008, and Chairman of the Board and Chief
Executive Officer of Getting Ready Corporation, a shell company traded on the
OTC Bulletin Board, since December 2006. He also served as Chairman of the
Board and Chief Executive Officer of Orthodontix, Inc., a public company,
from April 2001 until Orthodontix merged with Protalix BioTherapeutics, Inc.remediate these weaknesses
in December 2006. Mr. Halpryn is also Chief Executive Officer and a director
of Transworld Investment Corporation, serving in those capacities since June
2001. Since 2000, Mr. Halpryn has been an investor and the managing member
of investor groups that were joint venture partners in 26 land acquisition
and development projects with one of the largest home builders in the
country. From 1984 to June 2001, Mr. Halpryn served as Vice
President/Treasurer of Transworld Investment. From October 19, 1999, Mr.
Halpryn also served as Vice President of Ivenco, Inc. until Ivenco's merger
into Transworld Investment in June 2001. In addition, since 1984, Mr.
Halpryn has been engaged in real estate investment and development
activities. From April 1988 through June 1998, Mr. Halpryn was Vice Chairman
of Central Bank, a Florida state-chartered bank. Since June 1987, Mr.
Halpryn has been the President of and beneficial holder of stock of United
Security Corporation, a broker-dealer registeredits filings with the National
Association of Securities Dealers. From June 1992 through May 1994, Mr.
Halpryn served as the Vice President, Secretary-Treasurer of Frost Hanna
Halpryn Capital Group, Inc., a "blank check" company whose business
combination with Sterling Healthcare Group, Inc. was effected in May 1994.
From June 1995 through October 1996, Mr. Halpryn served as a member of the
Board of Directors of Sterling Healthcare Group, Inc. Since October 2002,
Mr. Halpryn has been a director of Ivax Diagnostics, Inc., a publicly held
corporation, and is a member of its audit committee and chairman of its
compensation committee.
Noah M. Silver. Mr. Silver has served as the Company's Vice President,
Secretary, Treasurer and a director since October 2007. He has served as
Vice President, Secretary, Treasurer and a director of Getting Ready
Corporation since December 2006, and as Vice President, Secretary, Treasurer
and a director of Quikbyte Software, Inc. since July 2008. Mr. Silver was a
director of Orthodontix, Inc. from 2001 until December 2006. Mr. Silver has
been the Chief Financial Officer of Transworld Investment Corporation since
June 2001, a firm in which Mr. Halpryn is the Chief Executive Officer and a
director. From March 2000, Mr. Silver served as the Chief Financial Officer
of Ivenco, serving in such capacity until Ivenco's merger into Transworld
Investment in June 2001. From January 1997 through February 1999, Mr. Silver
was the President of Dryclean USA, Florida Division, and Dryclean USA
Franchise Company. From April 1995 through December 1996, Mr. Silver was the
Florida Division Controller and Vice President of Dryclean USA, the parent
company of Dryclean USA, Florida Division. Mr. Silver is a Certified Public
Accountant and a Certified Management Accountant and has earned a Master of
Accounting Degree.
10
Alan Jay Weisberg. Mr. Weisberg has served as the Company's Chief
Financial and Accounting Officer and a director since October 2007. He has
served as the Chief Financial Officer and a director of Quikbyte Software,
Inc. since July 2008 and as the Chief Financial Officer and a director of
Getting Ready Corporation since December 2006. Mr. Weisberg was the Acting
Chief Financial Officer of Orthodontix, Inc. from 1999 until December 2006
and the Treasurer and a director of Orthodontix, Inc. from 2001 until
December 2006. Since July 1986, Mr. Weisberg has been a stockholder in the
accounting firm of Weisberg Brause & Co., Boca Raton, Florida. Mr. Weisberg
has been the principal financial officer of United Security Corporation since
June 1987.
Curtis Lockshin. Dr. Lockshin has served as a director of the Company
since October 2007. He has served as a director of Quikbyte Software, Inc.
since July 2008 and as a director of Getting Ready Corporation since December
2006. Since 2003, Dr. Lockshin has been an independent pharmaceutical and
life sciences consultant, focused on small companies that seek to leverage
their technology assets inside healthcare, biotechnology and security
sectors. At Sepracor Inc., from 1998 to 2002, as a Scientist, Associate
Director, and Director of Discovery Biology & Informatics, Dr. Lockshin was
instrumental in establishing the New Leads program, which delivered novel
chemical entities into the preclinical pipeline. In 2002 and 2003, while
Director of Discovery Biology at Beyond Genomics, Inc., Dr. Lockshin co-
developed strategies for utilizing proprietary technology platforms in
clinical trial optimization and prediction of off-target drug activities.
Since 2004, Dr. Lockshin has served on the Board of Directors of the Ruth K.
Broad Biomedical Research Foundation, a Duke University support corporation,
which supports basic research related to Alzheimer's disease and
neurodegeneration via intramural, extramural and international grants. Dr.
Lockshin was a director of Orthodontix, Inc. from July until December 2006.
Dr. Lockshin is a co-inventor on several U.S. patents and applications
covering pharmaceuticals, biomaterials and optics for remote biochemical
sensing. He holds a Bachelor's degree in Life Sciences and a Ph.D. in
Biological Chemistry, both from the Massachusetts Institute of Technology.
Relationship among Directors and Executive Officers
No family relationships exist among any of the individuals serving as
the Company's directors or executive officers.
Meetings of the Board of Directors
During the Company's fiscal year ended on June 30, 2008, there were four
meetings of the Company's Board of Directors. All directors attended 75% or
more of all the meetings of the Board of Directors in the fiscal year ended
June 30, 2008.
The Company currently does not have a formal policy regarding attendance
by its directors at annual shareholders meetings, although we encourage their
attendance and anticipate most of the Company's directors will attend these
meetings.
11
Director Compensation
The following table sets forth a summary of compensation awarded to,
earned by or paid to each director for the fiscal year ended June 30, 2008.
Directors of the Company received $600 for attendance at each Board meeting
after September 26, 2007, and outside directors received $250 for attendance
at meetings prior to September 26, 2007. The Company's Board of Directors
intends to review this compensation policy for the directors and may adopt a
policy of paying independent, non-employee directors an annual retainer
and/or a fee for attendance at Board and committee meetings. We anticipate
reimbursing each director for reasonable travel expenses related to that
director's attendance at Board of Directors and committee meetings.
Fees Earned or All Other
Name Paid in Cash Compensation Total
- ----------------------- -------------- ------------ ---------
Glenn L. Halpryn(1) $2,400 $ - $2,400
Noah M. Silver(1) 2,400 - 2,400
Alan Jay Weisberg(1) 2,400 - 2,400
Curtis Lockshin(1) 2,400 - 2,400
Roy Israel(2) - - -
Willem F. Specht(2) - - -
Corey J. Gottlieb(2) - - -
Randy Gerstenblatt(2) 250 - 250
Kenneth W. Good(2)(3) 250 - 250
- ---------------------
(1) Messrs. Halpryn, Silver, Weisberg and Lockshin resigned as directors and
officers on September 19, 2008 in connection with the Merger.
(2) Messrs. Israel, Specht, Gottlieb, Gerstenblatt and Good resigned as
directors in connection with a change in control of the Company on September
26, 2007.
(3) These payments were made to Mr. Good's employer, ISO Investment Holdings,
Inc.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own
more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than 10% stockholders
are required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) reports they file. Based solely on
a review of the copies of those reports furnished to the Company and written
representations from its executive officers and directors, we believe that
the Company's officers, directors and greater than 10% beneficial owners
complied with all applicable Section 16(a) filing requirements in the fiscal
12
year ended June 30, 2008, except for one Form 3 filed by Steven Jerry
Glauser. Mr. Glauser should have filed a Form 3 by November 9, 2008 in
connection with his becoming a 10% or more stockholder of the Company. Mr.
Glauser instead filed his Form 3 on January 14, 2008.
Involvement in Legal Proceedings
The Company is not aware of any proceeding adverse to the interests of
the Company to which any officer, director or beneficial owner of 5% or more
of its voting securities is a party. Further, the Company is not aware of
any material proceeding adverse to the interests of the Company to which any
officer, director or beneficial owner of 5% or more of the Company's voting
securities is a party.
The Company is not aware of any material interest of any officer or
director of the Company that is adverse to the Company.
During the past five years, no officer or director of the Company
elected or appointed after the first change of control on September 26, 2007,
has:
(1) Petitioned for bankruptcy or had a bankruptcy petition
filed by or against any business of which such person was
a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
(2) Been convicted in a criminal proceeding or is currently
subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or
banking activities; or
(4) Been found by a court of competent jurisdiction (in a
civil action), the SEC or the Commodity Futures Trading
Commission to have violated a federal or state securities
or commodities law, and the judgment has not been
reversed, suspended or vacated.
Director Independence
Corporate Governance and Independent Directors
Our Common Stock is currently traded on the National Association of
Securities Dealers, Inc.'s, OTC Bulletin Board, or "OTCBB". Accordingly, we
are not required to have an audit, compensation or nominating committee.
13
However, we operate within a comprehensive plan of corporate governance for
the purpose of defining responsibilities, setting high standards of
professional and personal conduct and assuring compliance with such
responsibilities and standards. We regularly monitor developments in the
area of corporate governance to ensure that we are in compliance with the
standards and regulations required by the national securities exchanges.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that includes
provisions ranging from restrictions on gifts to conflicts of interest. All
employees and directors are bound by this Code of Business Conduct and
Ethics. Violations of the Code of Business Conduct and Ethics may be
reported to the Board of Directors.
The Code of Business Conduct and Ethics includes provisions applicable
to all of our employees, including senior financial officers and members of
our Board of Directors.
Personal Loans to Executive Officers and Directors
We prohibit extensions of credit in the form of a personal loan to or
for our directors and executive officers.
Communications with the Board of Directors
Anyone who has a concern about the Company's conduct, including
accounting, internal accounting controls or audit matters, may communicate
directly with the Board of Directors or its non-management directors. These
communications may be confidential or anonymous, and may be mailed, e-mailed,
submitted in writing or reported by phone. All of these concerns will be
forwarded to the appropriate directors for their review, and will be
simultaneously reviewed and addressed by the Company's Chief Financial
Officer in the same way that the Company addresses other concerns.
ITEM 11. EXECUTIVE COMPENSATION
No officers or directors received any compensation for services to the
Company, other than directors' fees, during the past three fiscal years.
Alan Jay Weisberg, CPA, the Company's Chief Financial and Accounting Officer
and a member of the Company's Board of Directors, is a shareholder of
Weisberg Brause, an accounting firm to which the Company paid $12,700 for
accounting services during the year ended June 30, 2008.
Employment Agreements and Change in Control Arrangements
All employment agreements with the Company were terminated in January
2005 when the Company sold its operating assets.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table contains information regarding record ownership of
the Company's Common Stock as of June 30, 2008 held by:
14
persons who own beneficially more than 5% of the outstanding
voting securities of the Company;
the directors of the Company;
the current executive officers during 2008 of the Company; and
all directors and officers of the Company as a group.
Percentage of
Name and Title of Number of Outstanding Outstanding Shares
Beneficial Owner Shares Beneficially Owned (1) of Common Stock
Glenn L. Halpryn, Chairman 531,948 4.7%
Chief Executive Officer and
President
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
Noah M. Silver, Vice 167,961 1.5%
President, Secretary,
Treasurer and Director
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
Alan Jay Weisberg, Chief 50,241 *
Financial and Accounting
Officer and Director
2500 North Military Trail
Suite 206
Boca Raton, Florida 33431
Curtis Lockshin, Director 9,096 *
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
All executive officers and 759,246 6.7%
present directors as a group
5% Stockholders:
Frost Gamma Investments Trust 4,611,457 40.9%
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
Dr. Phillip Frost 4,611,457(1) 40.9%
4400 Biscayne Boulevard
Suite 1500
Miami, Florida 33137
15
Dr. Jane Hsiao 1,037,241 9.2%
4400 Biscayne Boulevard
Suite 1500
Miami, Florida 33137
Steven Jerry Glauser 673,587(2) 6.0%
1400 16th Street
Suite 510
Denver, Colorado 80202
* less than 1%
- -------------------------
(1) Includes 4,611,457 shares of Common Stock held by Frost Gamma Investments
Trust. Dr. Phillip Frost is the trustee and Frost Gamma Limited Partnership
is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr.
Frost is one of two limited partners of Frost Gamma Limited Partnership. The
general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and
the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr.
Frost is also the sole shareholder of Frost-Nevada Corporation.
(2) Includes 673,587 shares of common stock held by the Steven Jerry Glauser
Revocable Trust. Mr. Glauser is the trustee and beneficiary of the Steven
Jerry Glauser Revocable Trust
The Company is not aware of any arrangements, including any pledge by
any person of securities of the Company, the operation of which may at a
subsequent date result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
We did not engage in any transactions with persons related to the
Company that involved an amount in excess of $120,000 during the fiscal year
ended June 30, 2008.
Director Independence
Of the four current members of the Company's Board of Directors, only
Curtis Lockshin is independent of management.
The Company's Board of Directors determined the independence of the
Board members in reference to the listing standards adopted by the American
Stock Exchange, the independence standards set forth in the Sarbanes-Oxley
Act and the rules and regulations promulgated by the Securities and Exchange
Commission under applicable law.
16
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
During 2008, we were billed by our accountants, Pender Newkirk &
Company, approximately $23,000 for audit and review fees associated with our
10-K and 10-QSB filings. During 2007, we were billed by our accountants, BP
Audit Group, approximately $21,700.
Tax Fees
During 2008, we were not billed by our accountants, Pender Newkirk &
Company, for tax work. During 2007, we were billed approximately $6,500 by
BP Audit Group for tax work.
All Other Fees
During 2008, the Company incurred no additional fees from our
accountants, Pender Newkirk & Company.
Board of Directors Pre-Approval Process, Policies and Procedures
Our principal auditors have performed their audit procedures in
accordance with pre-approved policies and procedures established by our Board
of Directors. Our principal auditors have informed our Board of Directors of
the scope and nature of each service provided. With respect to the provision
of services other than audit, review, or attest services, our principal
accountants brought such services to the attention of our Board of Directors
prior to commencing such services.
17SEC.
5
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit No. Document
- ----------- ---------------------------------------------------------------------------------------------------------------------------------
2.1(1) Merger Agreement and Plan of Reorganization, dated as of June 18,
2008, by and among clickNsettle.com, Inc., Cardo Medical, LLC and
Cardo Acquisition, LLC
2.2(2) First Amendment to Merger Agreement and Plan of Reorganization,
dated as of August 29, 2008, by and among clickNsettle.com, Inc.,
Cardo Medical, LLC and Cardo Acquisition, LLC
3.1(3) Amended and Restated Certificate of Incorporation
3.2(4) Amended and Restated Bylaws
10.6(5) Stock Purchase Agreement, dated as of December 19, 2007, by and
among clickNsettle.com, Inc., Frost Gamma Investments Trust, Dr.
Jane Hsiao, Steven D. Rubin and Subbarao Uppaluri
10.7(4) First Amendment to Stock Purchase Agreement, dated as of January
31, 2008, by and among clickNsettle.com, Inc., Frost Gamma
Investments Trust, Dr. Jane Hsiao, Steven D. Rubin and Subbarao
Uppaluri
21.1(2) Subsidiaries of clickNsettle.com, Inc.
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32 Certification Pursuant to Rule 13a-14(b) and Section 906 of the
Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section
1350, Title 18, United Sates Code)
- ---------------------
(1) Previously filed as an exhibit to the Current Report on Form 8-K filed by
us on June 23, 2008.
(2) Previously filed as an exhibit to the Current Report on Form 8-K filed by
us on September 9, 2008.
(3) Previously filed as an exhibit to the Current Report on Form 8-K filed by
us on March 18, 2008.
(4) Previously filed as an exhibit to the Current Report on Form 8-K filed by
us on February 1, 2008.
(5) Previously filed as an exhibit to the Current Report on Form 8-K filed by
us on December 21, 2007.
186
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CLICKNSETTLE.COMCARDO MEDICAL, INC.
Dated: September 19, 2008January 28, 2009 By: /s/Glenn L. HalprynAndrew Brooks
------------------------------------
Chief Executive Officer
(principal executive officer)
Dated: September 19, 2008January 28, 2009 By: /s/Alan Jay Weisberg/s/Derrick Romine
------------------------------------
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Glenn L. Halpryn Director, Chief September 19, 2008
- --------------------- Executive Officer
Glenn L. Halpryn
/s/ Noah M. Silver Vice President, Secretary, September 19, 2008
- --------------------- Treasurer, Director
Noah M. Silver
/s/ Alan Jay Weisberg Chief Financial Officer, September 19, 2008
- --------------------- Director
Alan Jay Weisberg
/s/ Curtis Lockshin Director September 19, 2008
- ---------------------
Curtis Lockshin
19(principal financial officer)
7
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Glenn L. Halpryn,Andrew Brooks, certify that:
1. I have reviewed this Amendment No. 1 to annual report on Form 10-K
of ClickNsettle.com,Cardo Medical, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
small
business issuerregistrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officersofficer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuerregistrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
8
5. The registrant's other certifying officersofficer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
20
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Dated: September 19, 2008January 28, 2009 /s/ Glenn L. HalprynAndrew Brooks
---------------------------------------
Glenn L. HalprynAndrew Brooks
Chief Executive Officer
and President
219
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Alan Jay Weisberg,Derrick Romine, certify that:
1. I have reviewed this Amendment No. 1 to annual report on Form 10-K
of ClickNsettle.com,Cardo Medical, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
small
business issuerregistrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officersofficer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuerregistrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
10
5. The registrant's other certifying officersofficer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
22
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Dated: September 19, 2008January 28, 2009 /s/ Alan Jay WeisbergDerrick Romine
---------------------------------------
Alan Jay WeisbergDerrick Romine
Chief Financial Officer
2311
Exhibit 32
CERTIFICATION PURSUANT TO RULE 13a-14(b) AND SECTION 906 OF THE SARBANES-
OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, TITLE 18, UNITED
STATES CODE)
In connection with Amendment No. 1 to the Annual Report on Form 10-K of
ClickNsettle.comCardo Medical, Inc. for the fiscal year ended June 30, 2008, as filed with
the Securities and Exchange Commission (the "Report"), we, Glenn L. Halpryn,Andrew Brooks,
Chief Executive Officer of ClickNsettle.com,Cardo Medical, Inc., and Alan Jay Weisberg,Derrick Romine, Chief
Financial Officer of ClickNsettle.com,Cardo Medical, Inc., hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of ClickNsettle.com.Cardo
Medical, Inc.
Dated: September 19, 2008January 28, 2009 /s/ Glenn L. HalprynAndrew Brooks
---------------------------------------
Glenn L. HalprynAndrew Brooks
Chief Executive Officer
Dated: September 19, 2008January 28, 2009 /s/ Alan Jay WeisbergDerrick Romine
---------------------------------------
Alan Jay WeisbergDerrick Romine
Chief Financial Officer
A signed original of this written statement required by Section 906 has been
provided to ClickNsettle.comCardo Medical, Inc. and will be retained by ClickNsettle.comCardo Medical, Inc.
and furnished to the Securities and Exchange Commission or its staff upon
request.