Are any of these numbers wrong? GTRY versus CLIK
1)GTRY has 19 million shares outstanding with a market cap of 54 million.
2)It has been 10 months since GTRY shell was aquired by Halpryn in December 2006.
3)GTRY has still not merged with another company.
4)GTRY traded between .50-.70 for three months between the time Halpryn boys aquired GTRY shell and when Dr. Frost came on board in April 2007.
5)During the three months from January 2007 to March 2007 with no Dr. Frost GTRY market cap was 6 million dollars.
6)CLIK now has 54 million shares outstanding with a market cap of 22 million dollars, with no Dr. Frost.
7)The way Dr. Frost got involved with GTRY was to purchase 7 million shares for 2 million dollars.
8)Halpryn and his buddies paid 4 cents per share for 54 million shares of CLIK.
Here's yesterdays 8K
Form 8-K for CLICKNSETTLE COM INC
2-Oct-2007
Unregistered Sale of Equity Securities, Changes in Control or Registrant
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Following the purchase of control described in Item 5.01 of this Current Report on Form 8-K and after the resignation of directors and officers described in Item 5.02 of this Current Report on Form 8-K, clickNsettle.com, Inc., a Delaware corporation (the "Registrant" or the "Company") issued 44,921,052 shares of its common stock, par value $.001 per share, to the persons who purchased control of the Registrant on September 26, 2007 (the "New Control Group"). The total offering price for these restricted securities was $1,567,000. The Registrant claims exemption from registration of these securities pursuant to Section 4(2) of the Securities Act of 1933. Each purchaser of these restricted securities is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933 and is also a purchaser within the New Control Group.
The Company has not made any unregistered sales of equity securities during the past three years.
Item 5.01 CHANGES IN CONTROL OF REGISTRANT
On September 26, 2007, the New Control Group, headed by Glenn L. Halpryn of Miami, Florida, and Steven Jerry Glauser of Denver, Colorado, purchased 51.65% of the outstanding common stock of the Registrant from five shareholders of the Registrant pursuant to the terms of a stock purchase agreement dated September 26, 2007. Including the restricted securities issued by the Registrant for working capital following the purchase of control, the New Control Group beneficially owns 90.75% of the outstanding shares of the Registrant. The total consideration paid for the purchase of the shares from the five shareholders was $585,000. The total consideration paid for the purchase of the restricted shares from the Registrant was $1,567,000. The investors in the New Control Group used their personal funds to purchase the shares. Control of the Registrant was previously held by five shareholders, four of whom were officers and directors of the Registrant, who owned in the aggregate 51.65% of the Registrant's issued and outstanding shares and who sold control to the New Control Group.
THE BUSINESS
The Company provided alternative dispute resolution services from 1992 to 2005. Since 2005 the Company has not had an operating business.
PLAN OF OPERATION
The New Control Group intends to effect a merger, acquisition or other business combination with an operating company, but such operating company has not been identified. Although the Company believes that it will be successful in consummating a business combination with an operating company, there can be no assurances that the Company will enter into such a transaction in the near future or on terms favorable to the Company.
PROPERTY
The Company currently maintains, at no cost to the Company, its executive offices in approximately 600 square feet of office space located at 4400 Biscayne Boulevard, Suite 950, Miami, Florida 33137. The office space
is leased by companies that are affiliated with Glenn L. Halpryn. Neither Mr. Halpryn nor his affiliated companies charge the Company for the use of this office space.
SECURITY OWNERSHIP
The following table sets forth information known to the Company with
respect to the beneficial ownership of its Common Stock as of September 27, 2007
by (i) each stockholder known by the Company to own beneficially more than 5% of
the outstanding Common Stock, (ii) each person expected to be an executive
officer of the Company, (iii) each person expected to be a director of the
Company, and (iv) all directors and executive officers as a group. As of
September 27, 2007, there were 55,150,265 shares of Common Stock outstanding.
Name and Address Shares of Common Stock Percent
of Beneficial Owner Beneficially Owned Owned
------------------------------------------------------------------
Glenn L. Halpryn 5,319,474 9.7%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Steven Jerry Glauser 6,735,870 12.2%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Ernest M. Halpryn 5,262,672 9.5%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Stephen Bittel 4,096,044 7.4%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Noah Silver 1,679,604 3.1%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Alan Jay Weisberg 502,401 0.9%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Curtis Lockshin 90,960 0.2%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
All Officers and 7,592,439 13.8%
Directors as a Group
Total Shares Outstanding
as of September 27, 2007 55,150,265
It is expected that Glenn L. Halpryn, Alan Jay Weisberg, Noah Silver and Curtis Lockshin will be elected directors and officers, and their stock ownership is included in the table above.
EXECUTIVE COMPENSATION
It is not currently anticipated that any executive officer will be compensated for his services in such executive capacity.
MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S COMMON STOCK
The Company's Common Stock is traded on the Over-the-Counter Bulletin Board under the symbol "CLIK".
The following table sets forth, for the periods indicated, the range of high and low closing bid prices, 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 High Low
---------------------------------- ------------- ------------
Fiscal Year 2007
First quarter (7/1/06-9/30/06) $0.09 $0.06
Second quarter (10/1/06-12/31/06) 0.10 0.07
Third quarter (1/1/07-3/31/07) 0.22 0.06
Fourth quarter (4/1/07-6/30/07) 0.12 0.07
Fiscal Year 2006
First quarter (7/1/05-9/30/05) $0.15 $0.13
Second quarter (10/1/05-12/31/05) 0.15 0.08
Third quarter (1/1/06-3/31/06) 0.10 0.07
Fourth quarter (4/1/06-6/30/06) 0.09 0.07
The Company has not paid any cash dividends on its stock and does not anticipate paying any such cash dividends in the foreseeable future.
As of August 23, 2007, prior to the change of control there were approximately 396 holders of record of the Company's common stock with 9,929,212 shares issued and outstanding.
LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
INDEMNIFICATION OF DIRECTORS
The Company's Certificate of Incorporation provides for indemnification of directors.
ITEM 5.02 APPOINTMENT OF CERTAIN OFFICERS
On September 26, 2007 in connection with the change of control, all of the Company's officers and directors resigned and Glenn L. Halpryn was appointed Acting Chief Executive Officer of the Company and Alan Jay Weisberg was appointed the Acting Chief Financial Officer of the Company.
On September 26, 2007, the following persons were appointed directors of the Company to fill vacancies created by directors who resigned in connection with the change of control:
Glenn L. Halpryn
Alan Jay Weisberg
Noah M. Silver
Curtis Lockshin
Glenn L. Halpryn. Mr. Halpryn was Chairman of the Board and Chief Executive Officer of Orthodontix, Inc., a public company, from April 2001 until Orthodontix merged with Protalix BioTherapeutics, Inc. in December 2006. Since December 2006 Mr. Halpryn has been Chairman of the Board and Chief Executive Officer of Getting Ready Corporation, a shell company traded on the OTC Bulleting Board. Mr. Halpryn is also Chief Executive Officer and a director of Transworld Investment Corporation ("TIC"), serving in such capacity 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 TIC. From 1999, Mr. Halpryn also served as Vice President of Ivenco, Inc. ("Ivenco") until Ivenco's merger into TIC 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 ("United Security"), a broker-dealer registered with the NASD. 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 was effected in May 1994 with Sterling Healthcare Group, Inc. 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.
Alan Jay Weisberg. Mr. Weisberg is the Chief Financial Officer of Getting Ready Corporation. Mr. Weisberg was the Acting Chief Financial Officer of Orthodontix, Inc. from 1999 until December 2006 and a director and the Treasurer 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 since June 1987.
Noah M. Silver. Mr. Silver is Vice President, Secretary, Treasurer and a Director of Getting Ready Corporation. Mr. Silver was a director of Orthodontix, Inc. from 2001 until December 2006. Mr. Silver has been the Chief Financial Officer of TIC 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 TIC 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.
Curtis Lockshin. Dr. Lockshin is a Director of Getting Ready Corporation. Since 2003, Dr. Lockshin has been an independent pharmaceutical & 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 2002-2003, 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. Dr. Lockshin's current activities include a program management engagement with 3rd Millennium Inc. (Waltham, MA) and a business development engagement with TelAztec LCC (Burlington, MA). 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 PhD in Biological Chemistry, both from the Massachusetts Institute of Technology.
AI
